23. MISCELLANEOUS

23.1 These Terms of Use are binding for both us and the client. The client may not assign any of their rights or obligations outlined under these Terms of Use to a third party unless authorized to do so in writing by MetaFi.

23.2 The client accepts that we may transfer and/or assign rights and obligations listed in these Terms of Use at the sole discretion of MetaFi.

23.3 If any of the provisions in these Terms of Use are deemed illegal, invalid, or unenforceable, we will enforce the provision only to the extent that this is legally possible, and this does not impact the legality or enforceability, or validity of any other agreements outlined in the Terms of Use.

23.4 Where a discrepancy between various translations occurs, the English translation of the Terms of Use shall be taken to be the prevailing version.

23.5 All section titles in these Terms of Use exist to allow you to navigate it more easily and are solely for your convenience. The section titles do not have any legal or contractual significance.

23.6 Assignment: The User will not assign or otherwise transfer the User’s rights and obligations under these Terms of Use, without the prior written consent of MetaFi, which may be unreasonably withheld. Any assignment or transfer in violation of this section will be void. At any time and without the need for User’s consent, MetaFi may assign any obligation, right and these Terms of Use. Subject to the foregoing, these Terms of Use will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns. The User may not merge these Terms of Use with any other agreements with which MetaFi may be a party.

23.7 Disputes: Any dispute, controversy, difference or claim arising out of or relating to these Terms of Use or relating in any way to the User’s use of MetaFi sites or MetaFi Services, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to these Terms of Use the parties may agree to first attempt mediation before a single mediator, administered by the International Centre for Dispute Resolution under its mediation rules, to be held in any location agreed to by the parties in the English language. If the parties do not agree on mediation, the matter shall be referred to and finally resolved by the International Centre for Dispute Resolution in accordance with International Dispute Resolution Rules. The decision of the arbitrator is final and binding on the parties, and enforceable in a court of competent jurisdiction. The prevailing party shall be entitled to costs and reasonable attorneys’ fees for the arbitration. Notwithstanding the foregoing MetaFi and the User agree that MetaFi may bring suit in any court of law to enjoin infringement or other misuse of MetaFi’s intellectual property rights. The User and MetaFi consent to personal jurisdiction in those courts.

23.8 Entire Agreement: These Terms of Use sets out all the terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. In entering into these Terms of Use, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly set out in these Terms of Use. The terms may be updated on MetaFi sites.

23.9 Force Majeure: MetaFi and its affiliates will not be liable for any failure or delay in performance of obligation under these Terms of Use where the failures or delay results from any cause beyond reasonable control, including, but not limited to, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war. Force Majeure events include, but are not limited to, upgrades to the validation rules of a given blockchain (e.g., a “hard fork” or “soft fork”).

23.10 Governing Law: Any claim or dispute between the User and MetaFi arising out of or relating to the User’s use of MetaFi sites, MetaFi Services, or these Terms of Use, in whole or in part, shall be governed by Singapore Government without respect to its conflict of laws provisions. The 1980 United Nations Conventions on Contracts for the International Sale of Goods does not govern these Terms of Use.

23.11 Language.All communications and notices made or given pursuant to these Terms of Use must be in the English language. If we provide a translation of the English language version of these Terms of Use, the English language version will control if there is any conflict.

23.12 Notices to the User and MetaFi.MetaFi may provide any notice to the User under these Terms of Use by: (i) posting a notice on MetaFi Site; or (ii) sending a message to the email address associated with the User’s account. Notices provided on MetaFi Site will be effective upon posting and notices provided by email will be effective when the email is sent. It is the User’s responsibility to keep the User’s email address current. To give MetaFi notice under these Terms of Use, the User must contact MetaFi by [e-mail] . MetaFi may update the address for notices by posting on the MetaFi Site.

23.13 Severability.If any portion of these Terms of Use is held to be invalid or unenforceable, the remaining portions will remain in full force and effect.