Solomon Labs — Terms of Use

Last updated: 15 July 2026


1. Intellectual Property Firewall; Separation of Roles; No Reverse Attribution

“Solomon Labs” is a brand term only and is not a legal entity. SOLOMON DAO LLC, a Marshall Islands DAO LLC, owns certain intellectual property referenced by the Interface. That role is IP-only: ownership of referenced intellectual property does not constitute operation of the Interface or any implementation and does not make the intellectual-property owner your counterparty or a party, participant, intermediary, service provider, operator, venue, issuer, custodian, broker, dealer, adviser, or other interested person in relation to your use of the Interface or any transaction you prepare, sign, or initiate through it.

For these Terms, references to “Protocol” or similar terms are references to Protocol IP only: design, documentation, code, repositories, interfaces, specifications, and related intellectual property. They do not mean an operating business, issuer, custodian, exchange, broker, dealer, counterparty, service provider, or other person or entity.

The Interface is made available solely by Genesee Holdings Corporation, a company incorporated under the laws of the Republic of Panama (the “Operator”, “we”, “us”, or “our”). The Operator acts in its own name as an independent principal and not as agent, representative, partner, joint venturer, fiduciary, nominee, trustee, branch, alter ego, or common enterprise of any licensor or owner of intellectual property referenced by the Interface.

No licence, declaration, reference to Protocol IP, branding, publication, listing, specification, recommendation, governance material, documentation, technical integration, route display, fee arrangement, or other relationship described on or through the Interface creates agency, partnership, joint venture, common enterprise, representative status, control, attribution, recourse, or an operating role between the Operator and any licensor, intellectual-property owner, licensee, operating company, implementation operator, venue, service provider, issuer, or counterparty.

No conduct, operation, deployment, product, service, customer relationship, liability, declaration, compliance posture, route, venue, transaction, or omission of the Operator or another operating person is attributable to a person merely because that person owns, authors, publishes, or licenses referenced intellectual property. Conversely, ownership, authorship, publication, governance, or licensing activity relating to referenced intellectual property is not attributable to the Operator merely because the Interface uses or refers to it.

No use of the Interface gives you any right against any licensor, intellectual-property owner, DAO, member, tokenholder, contributor, or other person unless a separate written agreement expressly identifies that person and is signed by it. No person may assert rights through an intellectual-property owner against the Operator, or through the Operator against an intellectual-property owner, merely because of branding, licensing, technical interoperability, documentation, governance materials, or Interface use.

For Sections 21 through 23, Section 25, and Section 26.5, “Protected Persons” means the IP Owner, solely in its capacity as owner or licensor of referenced intellectual property; its members, solely in their capacity as members; and each licensee of intellectual property owned by the IP Owner other than the Operator, solely in its capacity as a separate licensee. The Operator is not a Protected Person under this definition. Each Protected Person is separate from the Operator and from every other Protected Person. A provision expressed for the benefit of a Protected Person is defensive only and does not make that person an operator, counterparty, service provider, fiduciary, or party to any operational obligation under these Terms.

2. Agreement to Terms; Main-Website Scope; Operator Identification

BY ACCESSING, BROWSING, CONNECTING A WALLET TO, OR OTHERWISE USING THE INTERFACE, YOU CONFIRM THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MAY NOT ACCESS OR USE THE INTERFACE.

For these Terms, “you” means each individual who accesses or uses the Interface and, where that individual acts for or on behalf of a company, organisation, DAO, association, partnership, trust, or other person, also that person. If you access or use the Interface on behalf of another person, you represent that you have authority to accept these Terms for that person and to bind it to these Terms. You must have the legal age and capacity required to enter into these Terms.

These Terms govern access to and use of the public-facing main website located at solomonlabs.org, except for any page, section, flow, feature, or property that expressly identifies different or additional terms, an operator, a provider, or a counterparty (the “Interface”).

These are main-website Terms only. They do not automatically govern any API or API endpoint, SDK, developer service, subdomain, application, dashboard, portal, documentation site, restricted-access area, rewards program, allocation program, redemption arrangement, issuer service, wallet feature, implementation, venue, product, or other service, even if it is linked from the Interface, uses related branding or Protocol IP, shares infrastructure, or is accessible through the same root domain (each, a “Separate Property”).

A Separate Property may be made available by a different legal person, may identify a different operator, provider, issuer, administrator, or counterparty, and may be governed by separate or additional terms. The terms and legal-person identification presented on or for the Separate Property control in relation to that Separate Property. These Terms apply to a Separate Property only to the extent that its applicable terms expressly incorporate these Terms.

The Operator for the Interface is the Panama entity identified above and in the main website footer. A common domain, subdomain relationship, link, login, interface, brand, design, codebase, repository, technical integration, data flow, wallet connection, or reference to Protocol IP does not extend these Terms to a Separate Property, make the Operator responsible for it, or make any separate person a party to these Terms.

3. Role of the Interface

The Interface is a non-custodial user interface only. It is software that may help a user formulate transaction parameters and prepare blockchain-legible instructions for signature and transmission by the user's self-custodial wallet. The Interface may also display market data, route information, price information, estimated network costs, or other informational outputs.

The Interface does not itself custody assets, hold private keys, sign on your behalf, own your wallet, or cause any transaction to occur unless and until you direct your self-custodial wallet to sign and submit the relevant transaction.

Subject to these Terms, the Operator authorises you on a limited, revocable, non-exclusive, non-transferable, and non-sublicensable basis to access and use the Interface solely for lawful purposes. This contractual permission concerns the Interface only. It does not transfer ownership or grant any right in Protocol IP, a Separate Property, an implementation, a token, a smart contract, a repository, or a third-party system beyond the access and use expressly permitted by these Terms.

4. Regulatory Status Disclosure; No Assurance of Regulatory Outcome

No regulatory review, approval, endorsement, registration, or authorisation of the Interface or its contents is claimed or should be inferred. In particular, no registration with or approval by the U.S. Securities and Exchange Commission is claimed in connection with provision of the Interface.

These Terms are intended to describe the Operator's role as a non-custodial interface provider and the role separation stated in Section 1. They do not constitute a representation or guarantee that any person, activity, asset, transaction, or jurisdiction is outside the scope of any law or regulation, or that any regulator will agree with any characterization used in these Terms.

5. The Operator Does Not Provide Broker, Dealer, Exchange, Custody, or Order Routing Services

The Operator provides software and interface functionality only. The Operator is not a broker, dealer, exchange, custodian, investment adviser, financial intermediary, agent, representative, trustee, fiduciary, nominee, or other intermediary for any user or transaction participant. It has no authority to bind, represent, exercise discretion for, or otherwise act on behalf of any such person. The Operator does not, and does not hold itself out as, doing any of the following for you or for the account of others:

You choose whether to use the Interface, whether to connect a wallet, what transaction parameters to input, whether to sign, and whether to broadcast any transaction.

6. Routes, Venues, Sorting, and Objective Parameters

The Interface may display one or more potential venues, pools, aggregators, liquidity sources, or other execution pathways that are available through third-party systems. If multiple routes are displayed, any filtering or sorting tools are intended to use objective factors, such as price, estimated cost, speed, or alphabetical order.

No route commentary. Any displayed route or venue is presented as information only. The Interface does not represent that any route is "best", "safest", "most reliable", "recommended", or otherwise superior. Quotes, routes, and estimates may change, disappear, fail, or become unavailable before execution.

To the extent the Interface uses defaults, presets, sorting rules, displayed parameters, or other software logic for transaction preparation or market-data display, those functions are intended to be based on pre-disclosed and objective parameters. Where the Interface makes parameter controls available, users may override or customize them.

7. Fees, Third-Party Relationships, Trading Information, and Conflicts

If the Operator charges an Interface fee, the amount or rate and method of calculation will be disclosed through the Interface or associated public disclosures before or in connection with the relevant transaction. Charging or displaying an Interface fee does not by itself make the Operator an agent or intermediary or make it responsible for execution or settlement.

The Interface may also display third-party fees, network fees, gas estimates, pool fees, or other costs that are set by blockchain networks or third parties and are outside the Operator's control.

The Operator may use independent third-party service providers and may integrate with independently operated venues, systems, data sources, and services. A technical, commercial, or service-provider relationship does not by itself create agency, partnership, common control, attribution, or responsibility for the third party.

Any material fee, routing incentive, economic interest, or other conflict directly affecting how a transaction or route is presented or prepared through the Interface will be disclosed through the Interface or associated public disclosures to the extent required by applicable law. The Interface may also disclose material limitations and the Operator's use of user trading information, if any.

8. Operational and Risk Disclosures

The Interface may identify, in the Interface itself or in associated public disclosures, material facts relating to: available or unavailable assets, venues, or routes; default settings or transaction parameters; the parameters used to display or sort market information; cybersecurity controls, if any; protective measures relating to user trading information, if any; and the venues or systems to which the Interface connects or from which it obtains market data.

Any such disclosures may be updated from time to time. Absence of a disclosure about a particular matter does not create a duty beyond what mandatory law requires.

9. Interface-Only Relationship; Separate Activities and Implementations

These Terms govern only the Operator's provision of the Interface. They do not govern, create rights concerning, or make you a customer, client, beneficiary, principal, counterparty, or transaction participant of any separate implementation, treasury activity, market-making activity, settlement service, liquidity activity, hedging activity, redemption arrangement, brokerage service, custodial service, or other activity conducted outside the Interface.

The Operator or another person may conduct separate activities as principal for its own account or under separate terms, contracts, disclosures, or arrangements. Such activities are not provided to you through the Interface merely because they share branding, technology, infrastructure, documentation, or referenced intellectual property, and no right, duty, agency, fiduciary relationship, or recourse concerning them arises under these Terms.

Ownership, authorship, publication, governance, or licensing of referenced intellectual property does not by itself identify the operator of an implementation or separate activity. An implementation or separate activity may be operated by the Operator, another licensee, or another person. Its operator, counterparties, and governing terms are only those expressly identified for that implementation or activity.

10. The Interface Is Non-Custodial and Technical Only

The Interface is a convenience tool enabling users to read and write data to public blockchain systems. The Operator does not custody digital assets or fiat and does not guarantee execution, liquidity, price, slippage, redemption, outcome, or continued availability. No person becomes a custodian or guarantor merely by owning or licensing intellectual property referenced by the Interface. Transactions are executed, if at all, by your self-custodial wallet interacting with third-party blockchain networks and smart contracts.

You are solely responsible for your private keys, seed phrases, signing devices, wallets, slippage settings, approvals, and transaction verification.

11. Third-Party Networks, Wallets, Smart Contracts, Venues, and Data

The Interface may display, connect to, or rely on third-party wallets, smart contracts, blockchain networks, distributed ledger trading systems, validators, RPC providers, APIs, indexers, liquidity pools, aggregators, data providers, and other services. None of those third parties is operated or controlled by the Operator unless expressly stated in a specific disclosure. A reference to, licence of, or use of intellectual property does not by itself establish operational control by any intellectual-property owner or licensor.

Third-party systems may fail, be compromised, change terms, block access, misprice assets, provide stale or inaccurate data, or behave in unexpected ways. The Operator is not responsible for those third-party systems, and no intellectual-property owner or licensor becomes responsible for them merely because referenced material is used or displayed.

12. No Advice; No Recommendation; No Reliance

Nothing in the Interface or in content made available through the Interface is investment, legal, tax, accounting, or other professional advice. Nothing displayed in the Interface is a recommendation to enter into any transaction, use any route, interact with any protocol, or acquire, dispose of, or hold any asset.

Any labels, estimates, simulations, projections, APYs, reserve figures, route displays, or similar outputs are informational only, may be wrong, incomplete, delayed, or based on assumptions, and are not promises or guarantees. You do not rely on them as a basis for any decision.

13. No Peg; No Guaranteed Redemption; No Rights in Third-Party Property

If the Interface references stability, backing, reserves, collateral, target values, redemption mechanics, or similar concepts, those references are informational only unless and to the extent a separate written agreement expressly provides otherwise.

Holding, transferring, staking, wrapping, or otherwise using any token does not by itself give you any claim, title, beneficial interest, security interest, lien, recourse, or other right in or to any property held by any issuer, custodian, treasury, hedge counterparty, DAO, service provider, or other person.

14. Eligibility; Access Controls; Restricted Jurisdictions

  1. You must be at least 18 years old and have capacity to enter into these Terms.
  2. You must not use the Interface where access or use is unlawful or prohibited.
  3. You must not use the Interface on behalf of a sanctioned, blocked, denied, prohibited, or restricted person.
  4. You must not use the Interface for fraud, manipulation, market abuse, sanctions evasion, money laundering, terrorist financing, or other unlawful conduct.
  5. You must provide accurate information concerning your identity, location, authority, wallet control, and eligibility when requested.

The Operator may apply geofencing, blocking, screening, rate limits, wallet-risk controls, verification requests, or other integrity controls in its discretion and without notice. Passing or not being stopped by any control is not confirmation of legality, eligibility, approval, or regulatory status.

15. Panama Operating Posture; No Jurisdiction from Availability

The Interface is operated and made available by the Operator from the Republic of Panama. Any technical availability in another jurisdiction of the Interface, a mirror or cached copy of it, content displayed through it, a wallet interaction initiated through it, a smart-contract record displayed by it, or documentation linked from it is not an offer, solicitation, invitation, doing-business admission, registration, licensing posture, appointment of an agent, establishment of a branch or place of business, consent to jurisdiction, or submission to the laws, courts, regulators, or public policy of that jurisdiction.

No server location, hosting provider, content-delivery network, domain registrar, wallet provider, software dependency, third-party integration, user location, or blockchain node changes the identity of the Operator or imports a foreign operator, issuer, custodian, intermediary, or regulated-service characterization. Mandatory law that applies by its own force is not excluded.

16. Separate Programs, Issuers, Implementations, and Terms

The Interface may refer or link to tokens, issuers, rewards programs, allocation programs, redemption arrangements, applications, implementations, smart contracts, venues, or services operated by separate persons. A reference, link, integration, eligibility display, or technical connection does not make the Operator, any licensor, or any owner of referenced intellectual property the issuer, guarantor, sponsor, administrator, custodian, counterparty, employer, principal, agent, fiduciary, or service provider for that separate arrangement.

No reward, allocation, redemption, payment, entitlement, debt, reserve claim, collateral claim, account balance, or other right exists under these Terms. Any such right exists only if a separate written instrument expressly creates it and identifies the responsible legal person.

17. Service Providers; No Agency; No New Counterparty

The Interface may be hosted, maintained, monitored, or technically supported by separate service providers or contractors. They do not become your counterparty, do not assume duties to you merely by providing those services, and do not have authority to bind the Operator or any other person.

No fiduciary, advisory, trustee, partnership, joint venture, employment, or agency relationship exists between you and the Operator or between you and any third party merely because you use the Interface.

18. Prohibited Activities

You agree not to:

19. Assumption of Risk

By using the Interface, you accept all risks of blockchain systems, smart contracts, digital assets, self-custody, route failures, failed or partial transactions, stale or inaccurate data, MEV, front-running, adverse selection, slippage, volatility, software bugs, exploits, internet failures, third-party failures, hostile regulatory action, and permanent loss.

20. Privacy; Public Blockchain Data

Personal-data processing in connection with the Interface is described in the Main Website Privacy Policy, which is incorporated by reference into these Terms solely for its stated purpose as a privacy notice. It does not expand the scope of the Interface or create contractual rights beyond applicable mandatory law.

Blockchain data is public. Wallet addresses, signatures, transaction data, balances, smart-contract interactions, and related activity may be permanently visible, copied, indexed, analysed, attributed, or disclosed by any person.

The Operator may collect or receive technical, security, screening, device, connection, geolocation, wallet-risk, and usage information as described in the Main Website Privacy Policy and permitted by applicable law.

21. Disclaimer of Warranties

THE INTERFACE AND ANY CONTENT, DATA, OUTPUT, SOFTWARE, OR DOCUMENTATION MADE AVAILABLE THROUGH THE INTERFACE ARE PROVIDED “AS IS” AND “AS AVAILABLE” AT YOUR SOLE RISK, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM COURSE OF DEALING, USAGE, CUSTOM, OR TRADE.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE OPERATOR AND THE PROTECTED PERSONS DISCLAIM WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, AVAILABILITY, SECURITY, ACCURACY, COMPLETENESS, TIMELINESS, COMPATIBILITY, ERROR-FREE OPERATION, REGULATORY STATUS, LEGALITY, LIQUIDITY, EXECUTION, SETTLEMENT, REDEMPTION, PRICE, OR OUTCOME.

22. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE OPERATOR OR ANY PROTECTED PERSON BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, RELIANCE, EXPECTATION, MARKET-MOVEMENT, TRADING, TAX, OR SIMILAR DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OPPORTUNITY, BUSINESS, USE, PRIVATE KEYS, OR DIGITAL ASSETS, EVEN IF ADVISED OF THE POSSIBILITY.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE OPERATOR AND ALL PROTECTED PERSONS FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE INTERFACE OR THESE TERMS SHALL NOT EXCEED THE GREATER OF (A) US$100 AND (B) THE DIRECT INTERFACE FEES, IF ANY, ACTUALLY PAID BY YOU TO THE OPERATOR FOR THE SPECIFIC INTERFACE FEATURE GIVING RISE TO THE CLAIM DURING THE THREE MONTHS BEFORE THE CLAIM AROSE. NETWORK FEES, THIRD-PARTY FEES, ASSET VALUES, WALLET BALANCES, LOSSES, AND AMOUNTS PAID TO OTHER PERSONS ARE NOT FEES PAID TO THE OPERATOR.

Nothing in these Terms excludes or limits fraud, wilful misconduct, liability that cannot lawfully be excluded, or any other mandatory liability to the extent it cannot validly be waived under applicable law. Each exclusion and limitation applies independently and to the maximum lawful extent.

23. Indemnity

To the fullest extent permitted by law, you shall defend, indemnify, and hold harmless the Operator and the Protected Persons from and against claims, liabilities, damages, losses, penalties, fines, costs, and expenses, including reasonable legal and professional fees, arising out of or related to your access to or use of the Interface, wallet activity, breach of these Terms, false or misleading information, violation of law or third-party rights, sanctions or wallet-risk issue, misuse of the Interface, or another person’s use of your wallet, device, credentials, or assistance.

24. Modification, Suspension, or Termination

The Operator may modify, suspend, restrict, geofence, discontinue, replace, or terminate the Interface or any feature at any time, with or without notice and without liability. The Operator has no obligation to maintain, support, update, restore, or continue the Interface or any particular feature, route, integration, data source, or functionality.

The Operator may update these Terms prospectively by posting or presenting a revised version and identifying its effective date. If you do not agree to revised Terms, you must stop accessing and using the Interface before they take effect. Access or use on or after the effective date constitutes acceptance of the revised Terms to the fullest extent permitted by law.

25. Panama Governing Law; Individual ICC Arbitration; No Class Proceedings

IMPORTANT DISPUTE NOTICE: THESE TERMS REQUIRE INDIVIDUAL, CONFIDENTIAL, BINDING ICC ARBITRATION SEATED IN PANAMA CITY. CLASS, COLLECTIVE, REPRESENTATIVE, CONSOLIDATED, COORDINATED, MASS, GROUP, BATCH, BELLWETHER, TEST-CASE, AND MULTI-CLAIMANT PROCEEDINGS ARE WAIVED TO THE FULLEST EXTENT PERMITTED BY LAW. COURT AND JURY TRIALS ARE ALSO WAIVED EXCEPT FOR LIMITED COURT PROCEEDINGS EXPRESSLY PRESERVED BELOW.

25.1 Governing law. These Terms, the Interface, every dispute or claim arising out of or connected with them, and all related non-contractual obligations are governed by the laws of the Republic of Panama, without regard to rules that would select another jurisdiction’s law.

25.2 No foreign-law or regulatory importation by default. To the fullest extent permitted by applicable law, no foreign securities, commodities, derivatives, banking, payments, money-transmission, e-money, stablecoin, virtual-asset, fiduciary, custody, brokerage, dealer, exchange, investment-adviser, consumer-account, employment, partnership, joint-venture, trust, platform, or similar statutory or regulatory concept is incorporated, imported, implied, adopted, or applied merely because another jurisdiction uses that concept, because Panamanian law uses a different concept or has no identical statutory category, because the Interface is technically accessible elsewhere, or because foreign guidance, platform practice, terminology, or regulatory logic uses that characterization. Any mandatory foreign law that applies by its own force is not waived, but it applies only to the extent required and is not expanded by analogy, implication, custom, characterization, or technical availability.

25.3 Minimum mandatory obligations. These Terms are intended to reduce the Operator’s obligations to the minimum obligations that cannot validly be excluded under applicable mandatory law. No optional, implied, default, equitable, fiduciary, usage-based, custom-based, platform-account, or analogy-based duty applies except to the extent it cannot lawfully be excluded. Nothing excludes non-waivable good faith, public policy, due process, or mandatory liability.

25.4 ICC arbitration. Any dispute, controversy, or claim arising out of or in connection with these Terms or the Interface, including any question concerning formation, existence, validity, interpretation, performance, breach, termination, non-contractual obligations, arbitrability, or the scope or enforceability of this Section, shall be submitted to the International Court of Arbitration of the International Chamber of Commerce and finally settled under the Rules of Arbitration of the International Chamber of Commerce in force when the Request for Arbitration is submitted.

25.5 Seat, tribunal, language, decision standard, and arbitration-agreement law. The legal seat of arbitration is Panama City, Republic of Panama. The number of arbitrators shall be determined in accordance with the applicable ICC Rules. Unless the ICC Court determines that the dispute warrants three arbitrators, the tribunal shall consist of a sole arbitrator. Either party may request that the dispute be decided by three arbitrators, but that request does not bind the ICC Court. The arbitration language is English. The arbitration agreement in this Section is governed by the laws of the Republic of Panama. The tribunal shall not act as an amiable compositeur or decide ex aequo et bono. This restriction does not limit the tribunal’s authority to grant any remedy permitted by the applicable law and these Terms.

25.6 Individual proceedings only; no class or mass process. Every dispute must be commenced and conducted only in the individual capacity of the person asserting it. No person may act or seek relief as a class member, class representative, private attorney general, representative claimant, collective claimant, group claimant, or on behalf of another person. No tribunal may administer, hear, determine, or award relief in any class, collective, consolidated, coordinated, mass, representative, group, batch, bellwether, test-case, multi-claimant, or similar proceeding.

25.7 No joinder or consolidation without post-dispute consent. No arbitration may be joined or consolidated with another arbitration, and no additional party or claim belonging to another person may be joined, unless every affected party gives express written consent after the relevant disputes have arisen. Agreement to these Terms is not consent to joinder or consolidation. The ICC Court and tribunal are requested to give effect to this express agreement when applying any joinder, multiple-contract, multi-party, or consolidation provision of the ICC Rules.

25.8 Relief limited to the individual claimant. The tribunal may award declaratory, injunctive, monetary, or other relief only in favour of the individual party seeking relief and only to the extent necessary to resolve that party’s individual claim. No award or decision may determine or affect the rights or liabilities of a person who is not an individual party to that arbitration.

25.9 Interim and enforcement relief. A party may seek urgent, interim, conservatory, protective, injunctive, or enforcement relief from an emergency arbitrator, the arbitral tribunal, or a competent court. A court application for such relief, recognition, enforcement, or a non-waivable matter does not waive this arbitration agreement.

25.10 Confidentiality; no publication. The existence of an arbitration, submissions, evidence, orders, and awards shall be confidential except to the extent disclosure is reasonably required to conduct the proceeding, obtain advice, comply with law, protect or pursue a legal right, or recognise or enforce an award. No award or procedural order may be published without the Operator’s and the claimant’s written consent, subject to mandatory law.

25.11 Court and jury waiver. To the fullest extent permitted by law, each party waives trial in court and trial by jury for every dispute required to be arbitrated. Subject to the right to seek recognition or enforcement of an award or order in any court having jurisdiction over a party or its assets, the courts located in Panama City, Republic of Panama have exclusive jurisdiction over any court proceeding expressly preserved by this Section or any claim that cannot lawfully be arbitrated.

25.12 Class-waiver severability. If the prohibition on class, representative, collective, mass, or multi-claimant proceedings is finally held unenforceable for a particular claim, only that claim shall proceed in the competent courts of Panama City and shall not be arbitrated on a class, representative, collective, mass, or multi-claimant basis. All enforceable portions of this Section remain effective, and any individual arbitrable claims shall be stayed or resolved first to the extent permitted by law.

25.13 One-year claim bar. To the fullest extent permitted by law, any claim must be commenced within one year after the event giving rise to the claim occurred, or it is permanently barred. This period applies notwithstanding any longer limitation period, but not where a shorter mandatory period applies or where the period cannot lawfully be shortened.

26. General

26.1 Severability. Except for the specific class-waiver treatment in Section 25.12, if any provision is invalid or unenforceable, it shall be enforced to the maximum lawful extent and the remaining provisions remain effective.

26.2 No assignment by you; permitted Operator transfers. You may not assign, transfer, novate, delegate, encumber, dispose of, or otherwise deal with these Terms or any right, claim, defence, benefit, or obligation arising under or in connection with them without the Operator’s prior written consent. Any purported action in breach of this Section is void to the fullest extent permitted by law. The Operator may, without your consent, assign, transfer, or novate all or any part of its rights or obligations to a successor, purchaser of the Interface or relevant business or assets, replacement website operator, or other person in connection with a reorganisation, merger, acquisition, asset transfer, change of control, change of operator, or service arrangement, and may delegate or subcontract performance of its obligations. These Terms bind and benefit the permitted successors and assigns of the applicable persons.

26.3 No waiver. A failure or delay in exercising a right is not a waiver. A waiver must be express and in writing and applies only to the specific matter stated.

26.4 Entire agreement; no oral modification. These Terms and any policy or separate terms expressly incorporated into them, including the Main Website Privacy Policy solely in its stated capacity as a privacy notice, are the entire agreement concerning the Interface and supersede prior or contemporaneous statements on that subject. No oral statement, course of conduct, course of dealing, usage, custom, or trade practice modifies these Terms.

26.5 No third-party beneficiaries. The Protected Persons may enforce Sections 1, 21, 22, 23, and 25, and this Section 26.5, solely to the extent expressly stated for their defensive benefit. That limited enforcement right does not make a Protected Person a party to the Operator’s operational obligations. No other person is an intended third-party beneficiary.

26.6 Force majeure. To the fullest extent permitted by law, the Operator is not liable for any delay, failure, interruption, degradation, suspension, restriction, loss of availability, data issue, transaction issue, or inability to perform resulting directly or indirectly from an event or circumstance outside its reasonable control. Such events include natural disasters, fire, flood, epidemic or pandemic, war, terrorism, civil disorder, labour action, embargo, sanction, governmental or regulatory action, court order, utility or telecommunications failure, internet or cloud-service failure, content-delivery or hosting failure, cyberattack, denial-of-service attack, exploit, malware, software or hardware failure, blockchain congestion, fork, reorganisation, outage or halt, validator or consensus failure, smart-contract failure, oracle failure, wallet failure, RPC or indexer failure, third-party-service failure, or shortage of energy, equipment, connectivity, labour, or materials. This Section does not create any obligation to maintain, restore, replace, work around, or continue the Interface.

26.7 Formal notices. A formal legal notice to the Operator under these Terms must be in writing, identify these Terms and the nature of the notice, and be sent to notices@solomonlabs.org with the subject line “Legal Notice — Solomon Labs Main Website Terms”, or to any replacement legal-notice address published on the Interface. The Operator may give notice to you by email or other electronic contact information you provide, by presenting a notice through the Interface, or by posting a notice on the Interface where individual delivery is not reasonably available. An electronic notice is effective when sent unless the sender receives a delivery-failure message; a posted notice is effective when posted or at any later effective time stated in it. This Section does not alter any mandatory method of service or any filing, notification, or service requirement under the ICC Rules, applicable arbitration law, or an order of a court or tribunal.

26.8 Electronic communications and records. You consent to receive terms, disclosures, communications, and notices electronically. Records showing presentation or acceptance of these Terms, wallet signatures, electronic records, logs, hashes, timestamps, device records, and electronically delivered or posted notices may be used as evidence to the fullest extent permitted by law. Nothing in this Section excludes a non-waivable legal formality.

26.9 English controls. The English version controls over any translation.

26.10 Survival. Provisions concerning role separation, exclusions, risks, liability, indemnity, disputes, intellectual property, evidence, and general interpretation survive suspension or termination.


By accessing or using the Interface, you confirm that you have read, understood, and agree to these Terms, including the Panama governing-law, individual ICC arbitration, no-class-proceeding, claim-period, warranty, liability, indemnity, assignment, force-majeure, and notice provisions.