These ZeroDev Supplemental Terms of Service (this “Agreement”) govern your use of the ZeroDev website or platform (the “Platform”) and the products, services and applications accessible via this Platform (the “Services”) and supplement the Terms of Service  available at: https://arbitrum.io/tos (as amended).

PLEASE READ THIS AGREEMENT CAREFULLY, AS IT CONTAINS AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT ANY CLAIMS YOU HAVE AGAINST OFFCHAIN LABS, INC. TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU MAY ONLY BRING CLAIMS AGAINST OFFCHAIN LABS, INC. IN YOUR INDIVIDUAL CAPACITY, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; (2) ANY RELIEF YOU SEE, WHETHER MONETARY, INJUNCTIVE, OR DECLARATORY, MUST BE SOUGHT ON AN INDIVIDUAL BASIS; AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.

This Agreement is by and between Offchain Labs, Inc. a Delaware corporation ("Offchain Labs") and the entity on whose behalf the individual accepting this Agreement accepts this Agreement ("Customer" or “you”). The individual accepting this Agreement hereby represents and warrants that: (i) the entity is duly organized, validly existing and in good standing under its jurisdiction of organization and has the right to enter into this Agreement and (ii) it is duly authorized by the entity on whose behalf it accepts this Agreement to accept this Agreement. Offchain Labs and Customer may be referred to herein collectively as the "Parties" or individually as a "Party."

This Agreement is effective as of the earliest date to occur on which you first access the Services, check a box or click a button acknowledging your acceptance of this Agreement or you execute an Order that incorporates this Agreement by reference (the "Effective Date"). As of the Effective Date, you agree to be bound by this Agreement, the ZeroDev Privacy Policy, and the Terms of Service. If there is any conflict between the Terms of Service and this Agreement, this Agreement will prevail.

If you have any questions, comments, or concerns regarding these terms or the Services, please contact us at info@offchainlabs.com1.

Definitions      

1.1 "Authorized User" means Customer's employees, consultants, contractors, and agents: (i) who are authorized by Customer to access and use the Platform under this Agreement; and (ii) for whom access to the Platform has been provided hereunder.      

1.2 "User Content" means User Content as defined in the Terms of Service, in addition to information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Platform on behalf of Customer or any End Users; provided that, for purposes of clarity, User Content as defined herein does not include Derivative Data.      

1.3 "Derivative Data" means data and information related to or derived from User Content or Customer's use of the Platform that has been aggregated and/or anonymized by Offchain Labs.      

1.4 "Documentation" means the end user documentation relating to the Platform available at https://docs.zerodev.app (as amended).      

1.5 “End User” means a third-party individual or entity that utilizes or accesses applications you provide or create using the Services.      

1.6 "Harmful Code" means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system, or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, availability or use of any data processed thereby.      

1.7  "Order" means: (i) a purchase order, order form, statement of work or other ordering document entered into by the Parties that incorporates this Agreement by reference; or (ii) if Customer registered for the Platform through OffchainLabs' online ordering process, the results of such online ordering process.      

1.8 "Personal Information" means any information that, individually or in combination, does or can identify a specific individual or by or from which a specific individual may be identified, contacted, or located, including without limitation all data considered "personal data", "personally identifiable information", or something similar under applicable laws, rules, or regulations relating to data privacy.      

1.9 "Professional Services" means training, migration, implementation, integration, or other professional services that are memorialized in writing in an Order and provided to Customer in connection with its use of the Platform hereunder.      

1.10 "Sensitive Data" means: (i) special categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation; (ii) protected health information as defined in the Health Insurance Portability and Protection Act, as amended ("HIPAA"); (iii) payment cardholder information or financial account information, including bank account numbers or other personally identifiable financial information; (iv) social security numbers, driver's license numbers, or other government identification numbers; (v) other information subject to regulation or protection under specific laws such as the Children's Online Privacy Protection Act ("COPPA") or the Gramm-Leach-Bliley Act ("GLBA"), in each case as amended, or related rules or regulations; or (vi) any data similar to the above protected under applicable laws, rules, or regulations.      

1.11 "Offchain Labs IP" means the Platform, the Documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. Customer acknowledges that Offchain Labs owns all right, title, and interest, including all intellectual property rights, in and to the Offchain Labs  IP. For the avoidance of doubt, Offchain Labs IP includes Derivative Data and any information, data, or other content derived from Offchain Labs’ provision of the Platform but does not include User Content.    

1.12 "Subscription Period" means the time period identified on the Order during which Customer's Authorized Users may access and use the Platform.      

1.13 "Third-Party Products" means any third-party products provided with, integrated with, or incorporated into the Platform.      

1.14 "Usage Limitations" means the usage limitations set forth in this Agreement and the Order, including without limitation any limitations on the number of Authorized Users (if any), and the applicable product, pricing, and support tiers agreed-upon by the Parties.

2. Access and Use      

2.1 Provision of Access. Subject to and conditioned on Customer's compliance with the terms and conditions of this Agreement, including, without limitation, the Usage Limitations, Customer may, solely through its Authorized Users, access and use the Platform during the Subscription Period on a non-exclusive, non-transferable, and non-sublicensable basis. Such use is limited to Customer's internal business purposes and the features and functionalities specified in the Order. Each Authorized User must have its own unique account on the Platform and Authorized Users may not share their account credentials with one another or any third party. Customer will be responsible for all of the acts and omissions of its Authorized Users in connection with this Agreement and for all use of Authorized Users' accounts.      

2.2 Documentation License. Subject to and conditioned on Customer's compliance with the terms and conditions of this Agreement, Offchain Labs hereby grants to Customer a non-exclusive, non-transferable, and non-sublicensable license to use the Documentation during the Subscription Period solely for Customer's internal business purposes in connection with its use of the Platform.      

2.3 Use Restrictions. Customer shall not use the Platform for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of any Offchain Labs IP, whether in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform or Documentation to any third party; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Platform, in whole or in part; (iv) remove any proprietary notices from any Offchain Labs IP; (v) use any Offchain Labs IP in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; (vi) access or use any Offchain Labs IP for purposes of competitive analysis of Offchain Labs or the Platform, the development, provision, or use of a competing software service or product, or any other purpose that is to Offchain Labs' detriment or commercial disadvantage; (vii) bypass or breach any security device or protection used by the Platform or access or use the Platform other than by an Authorized User through the use of valid access credentials; (viii) input, upload, transmit, or otherwise provide to or through the Platform any information or materials, including User Content, that are unlawful or injurious or that infringe or otherwise violate any third party's intellectual property or other rights, or that contain, transmit, or activate any Harmful Code; or (ix) use any Offchain Labs IP for any activity where use or failure of the Offchain Labs IP could lead to death, personal injury, or environmental damage.    

2.4 Reservation of Rights. Offchain Labs reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Offchain Labs IP.      

2.5 Suspension. Notwithstanding anything to the contrary in this Agreement, Offchain Labs may temporarily suspend Customer's and any Authorized User's access to any portion or all of the Platform if: (i) Offchain Labs reasonably determines that (a) there is a threat or attack on any of the Offchain Labs IP; (b) Customer's or any Authorized User's use of the Offchain Labs IP disrupts or poses a security risk to the Offchain Labs IP or to any other customer or vendor of Offchain Labs; (c) Customer, or any Authorized User, is using the Offchain Labs IP for fraudulent or illegal activities; (d) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (e) Offchain Labs' provision of the Platform to Customer or any Authorized User is prohibited by applicable law; or (f) any User Content submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Platform may infringe or otherwise violate any third party's intellectual property or other rights; (ii) any vendor of Offchain Labs has suspended or terminated Offchain Labs' access to or use of any Third-Party Products required to enable Customer to access the Platform; or (iii) in accordance with Section 6.1 (any such suspension described in subclauses (i), (ii), or (iii), a "Service Suspension"). Offchain Labs shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Platform following any Service Suspension. Offchain Labs shall use commercially reasonable efforts to resume providing access to the Platform as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Offchain Labs will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.      

2.6 Derivative Data. Notwithstanding anything to the contrary in this Agreement, Offchain Labs may monitor Customer's use of the Platform and collect and compile Derivative Data. As between Offchain Labs and Customer, all right, title, and interest in Derivative Data, and all intellectual property rights therein, belong to and are retained solely by Offchain Labs. Customer acknowledges that Offchain Labs may compile Derivative Data based on User Content input into the Platform. Notwithstanding anything to the contrary in this Agreement, Customer acknowledges that Offchain Labs may use and disclose Derivative Data for any lawful purpose.      

2.7 Open Source Components. Certain aspects of the Platform may contain or be distributed with open source software code or libraries ("Open Source Components"). To the extent required by the license applicable to such Open Source Components: (i) Offchain Labs will use reasonable efforts to deliver to Customer any notices or other materials (such as source code); and (ii) the terms of such licenses will apply to such Open Source Components in lieu of the terms of this Agreement. To the extent the terms of such licenses prohibit any of the restrictions in this Agreement with respect to any particular Open Source Component, such restrictions will not apply to such Open Source Component. To the extent the terms of such licenses require Offchain Labs to make an offer to provide source code or related information in connection with the Open Source Component, such offer is hereby made. For purposes of clarity, Open Source Components are Third-Party Products.

2.8 Beta Features. From time to time, certain non-final or in-development features, products, applications, software, website pages, interfaces, or services, and/or offerings (collectively, “Beta Features”) may be made available through the Services. YOU MAY USE BETA FEATURES SOLELY FOR INTERNAL EVALUATION PURPOSES SUBJECT TO ANY APPLICABLE FEES. OFFCHAIN LABS PROVIDES ALL PREVIEWS ON AN “AS IS” BASIS WITHOUT WARRANTY OF ANY KIND, AND MAY TERMINATE OR SUSPEND THE AVAILABILITY OF ANY PREVIEW AT ANY TIME. Notwithstanding anything in this Agreement to the contrary, Offchain Labs makes no commitments with respect to any Beta Features, including any commitment to maintain the availability of such Beta Feature, or otherwise with respect to support, service levels, security, compliance, or privacy. You acknowledge that Beta Features are not ready for production usage, may contain bugs, errors, defects, and vulnerabilities, and that your use of any  Beta Feature is at your own risk. Notwithstanding anything to the contrary under this Agreement, Offchain Labs disclaims all liability and responsibility for any damages, losses, claims, or causes of action related to or in connection with any and all  Beta Features.

2.9. Network Fees. Offchain Labs may offer as an add-on service the ability to automatically transmit to blockchain protocols or networks any required network fees (e.g., gas fees) in connection with actions you or your End Users perform using your applications or services. You agree by using the service that you are solely responsible for any network fees transmitted on behalf of you or your End Users, and it is at your sole discretion whether to seek compensation from your End Users for such network fees. You are responsible for your compliance with applicable laws and regulations (including anti-money laundering, know-your-customer, export laws, and trade controls) in using Offchain Labs’ services to transmit network fees for you or your End Users.

3. Customer Responsibilities      

3.1 Third-Party Products. Offchain Labs may from time to time make Third-Party Products available to Customer or Offchain Labs may allow for certain Third-Party Products to be integrated with the Platform to allow for the transmission of User Content from such Third-Party Products into the Platform. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions. Offchain Labs is not responsible for the operation of any Third-Party Products and makes no representations or warranties of any kind with respect to Third-Party Products or their respective providers. If Customer does not agree to abide by the applicable terms for any such Third-Party Products, then Customer should not install or use such Third-Party Products. By authorizing Offchain Labs to transmit User Content from Third-Party Products into the Platform, Customer represents and warrants to Offchain Labs that it has all right, power, and authority to provide such authorization.      

3.2 Customer Control and Responsibility. Customer has and will retain sole responsibility for: (i) all User Content, including its content and use; (ii) all information, instructions, and materials provided by or on behalf of Customer or any Authorized User in connection with the Platform; (iii) Customer's information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party platforms or service providers ("Customer Systems"); (iv) the security and use of Customer's and its Authorized Users' access credentials; and (v) all access to and use of the Platform directly or indirectly by or through the Customer Systems or its or its Authorized Users' access credentials, with or without Customer's knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.

4. SupportDuring the Subscription Period, Offchain Labs will use commercially reasonable efforts to provide Customer with basic customer support via Offchain Labs' standard support channels during Offchain Labs' normal business hours. Offchain Labs will use commercial reasonable efforts to respond to all support requests received from Customer within 48 hours for standard support requests or within four hours for production-system related, critical support requests.

5. Professional ServicesOffchain Labs will perform Professional Services as described in an Order. Customer will provide Offchain Labs all reasonable cooperation required for Offchain Labs to perform the Professional Services, including without limitation timely access to any reasonably required Customer materials, information, or personnel. Subject to any limitations identified in an Order, Customer will reimburse Offchain Labs' reasonable travel and lodging expenses incurred in providing Professional Services. To the extent the Professional Services result in any software code or other tangible work product ("Work Product"), all such Work Product will remain owned solely and exclusively by Offchain Labs and may be used by Customer solely in connection with Customer's authorized use of the Platform under this Agreement.

6. Fees and Taxes      

6.1 Fees. The Platform may be provided for a fee or other charge. Customer shall pay Offchain Labs the fees ("Fees") identified in the Order without offset or deduction at the cadence identified in the Order (e.g., monthly or annually) and upfront or in arrears as set forth in the Order. Subject to any specific exception provided for herein, fees paid by Customer are non-refundable. Customer shall make all payments hereunder in US dollars by ACH or credit or debit card payment via the link provided in the applicable invoice to such account as Offchain Labs may specify in writing from time to time, or by another mutually agreed-upon payment method. If Customer pays online via credit or debit card, Customer agrees to be bound by then applicable Stripe, Inc. Services Agreement available at https://stripe.com/us/legal. If Customer fails to make any payment when due, and Customer has not notified Offchain Labs in writing within ten days of the payment becoming due and payable that the payment is subject to a good faith dispute, without limiting Offchain Labs' other rights and remedies: (i) Offchain Labs may charge interest on the undisputed past due amount at the rate of 1.5% per month, calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Offchain Labs for all reasonable costs incurred by Offchain Labs in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) if such failure continues for ten days or more, Offchain Labs may suspend Customer's and its Authorized Users' access to all or any part of the Platform until such amounts are paid in full.      

6.2 Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Offchain Labs' income.

7. Confidential Information      

7.1 Definition. From time to time during the Subscription Period, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media that: (i) is marked, designated or otherwise identified as "confidential" or something similar at the time of disclosure or within a reasonable period of time thereafter; or (ii) would be considered confidential by a reasonable person given the nature of the information or the circumstances of its disclosure (collectively, "Confidential Information"). Except for Personal Information, Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party without use of, reference to, or reliance upon the disclosing Party's Confidential Information.      

7.2 Duty. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees, contractors, and agents who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder ("Representatives"). The receiving Party will be responsible for all the acts and omissions of its Representatives as they relate to Confidential Information hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required: (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that, if permissible by law, the Party making the disclosure pursuant to the order shall first have given written notice to the other Party to allow such Party to obtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make required court filings. Further, notwithstanding the foregoing, each Party may disclose the terms and existence of this Agreement to its actual or potential investors, debtholders, acquirers, or merger partners under customary confidentiality terms.      

7.3 Effects of Termination/Expiration. Each Party's obligations of non-use and non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire three (3) years from the date of termination or expiration of this Agreement; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

8. Data Security and Processing      

8.1 User Content. Customer hereby grants to Offchain Labs a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the User Content and perform all acts with respect to the User Content as may be necessary for Offchain Labs to provide the Platform, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display User Content incorporated within the Derivative Data. Customer may export the User Content at any time through the features and functionalities made available via the Platform.      

8.2 Security Measures. Offchain Labs will implement and maintain commercially reasonable administrative, physical, and technical safeguards designed to protect User Content (including Personal Information) from unauthorized access, use, alteration, or disclosure. However, Customer is responsible for the accuracy, legality, and appropriateness of User Content, and for adequate security, protection and backup of User Content when in Customer’s possession or control.      

8.3 Processing of Personal Information; No Sensitive Data. Offchain Labs' rights and obligations with respect to Personal Information that it collects directly from individuals are set forth in the following Privacy Policy: https://zerodev.app/privacy. Personal Information processed by Offchain Labs on behalf of Customer will be governed by the terms of this Agreement. Notwithstanding the foregoing, Customer acknowledges and agrees that: (i) the Platform is not designed to store Sensitive Data; and (ii) Customer will not use the Platform to store Sensitive Data and will not submit, post, or otherwise transmit through the Platform any User Content that includes or constitutes Sensitive Data.

9. Subscription Period and Termination      

9.1 Subscription Period. The initial term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to this Agreement's express provisions, will continue in effect for the period identified in the Order (the "Initial Subscription Period"). This Agreement will automatically renew for additional successive terms equal to the length of the Initial Subscription Period unless earlier terminated pursuant to this Agreement's express provisions or either Party gives the other Party written notice of non-renewal at least 30 days prior to the expiration of the then-current term (each a "Renewal Subscription Period" and together with the Initial Subscription Period, the "Subscription Period").      

9.2 Termination. In addition to any other express termination right set forth in this Agreement:          

(a) Offchain Labs may terminate this Agreement: (i) if Customer fails to pay any amount when due hereunder, and such failure continues more than ten days after Offchain Labs' delivery of written notice thereof; (ii) if Customer materially breaches any of its obligations under this Agreement or the Terms of Service which remains uncured for at least 30 calendar days (if capable of cure); or (iii) upon 14 days’ notice with a pro-rated refund of any Fees paid for the remaining portion of the Term;          

(b) Customer may terminate this Agreement, effective on written notice to Offchain Labs, if Offchain Labs materially breaches this Agreement, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured for 30 calendar days after the delivery of written notice of such breach; or          

(c) either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.      

9.3 Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Services and Confidential Information and  Customer shall delete, destroy, or return all Confidential Information and certify in writing of such destruction. No expiration or termination will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund.      

9.4 Survival. Any section which is intended to survive the expiration or termination of this Agreement shall so survive. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.

10. Miscellaneous      

10.1 Amendment and Modification. Offchain Labs may change this Agreement (except for any Orders) from time to time at its discretion. The date on which the Agreement was last modified will be updated at the top of this Agreement. If Customer accesses or uses the Services after the effective date of the revised Agreement, such access and use will constitute Customer's acceptance of the revised Agreement, if Customer enters into a new Order with Offchain Labs, as of the date of execution of such Order.      

10.2 Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 7 or, in the case of Customer, Section 2.3, would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.      

10.3 Publicity. Offchain Labs may identify Customer as a user of the Services and may use Customer's name, logo, and other trademarks in Offchain Labs' customer list, press releases, blog posts, advertisements, and website (and all use thereof and goodwill arising therefrom shall inure to the sole and exclusive benefit of Customer). Otherwise, neither Party may use the name, logo, or other trademarks of the other Party for any purpose without the other Party's prior written approval.10.4. Export & Trade Controls. The Services should be treated as subject to the U.S. Export Administration Regulations (“EAR”). Any export, reexport, or transfer of Offchain Labs’ products, software, and technologies may require an export license from the U.S. government. You represent and warrant that (i) you will comply with export control laws and ensure that neither the Services nor User Content, nor any technical data related thereto is exported or re-exported in violation of U.S. export control laws or used for any purposes prohibited by such laws; (ii) you are not, and likewise are not owned or controlled by individuals or entities that are, the subject of any sanctions or export controls whether administered or enforced by the U.S. government (e.g., Treasury Department’s Office of Foreign Assets Control); the European Union or any member state thereof; the United Kingdom, or other relevant sanctions or export control authority (collectively, “Trade Controls”), including by being located in a country or region that is the subject of comprehensive sanctions, including Cuba, Iran, North Korea, Syria, the restricted regions of Ukraine, and any others added in future (such individuals or entities each being a “Restricted Person”); (iii) you will maintain policies and procedures to ensure your compliance with Trade Controls, and all other applicable laws (including bribery, corruption, anti-money laundering, and counter-terrorist financing); (iv) you will not use, or permit others to use, the Services to transact with any Restricted Person, or in violation of Trade Controls or applicable laws; (v) you will not, and will not permit others to, pay for or interact with the Services using funds or other assets from any transaction in which any Restricted Person has any interest or that would be prohibited by Trade Controls, or other applicable laws; (vi) you will notify Offchain Labs within 24 hours of discovering that you or an End User has violated any Trade Control-related requirements in this Agreement or has become a Restricted Person.