Customer Agreement
Last Updated: 13 July 2026
1. Introduction
These End User Terms and Conditions constitute a legally binding agreement between you (the "User" or "you") and Push Virtual Assets LLC ("Company," "we," "us," or "our") governing your access to and use of the Platform and all associated services (collectively, the "Platform").
By creating an account, accessing the Platform, or using any service made available through Company, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety, as well as our Privacy Notice and any additional terms that may apply to specific services. If you do not agree to these Terms, you must immediately cease all use of the Platform and may not access any services offered through the Company.
2. The Platform
2.1 Platform
The Platforms operates as a technology platform interface that enables you to access certain exchange, onramp and offramp services supplied by regulated financial service providers. These providers supply the underlying financial services, including but not limited to fiat-to-cryptocurrency conversions (onramp services) and cryptocurrency-to-fiat conversions (offramp services).
We do not perform money transmission, maintain custody of your assets, execute financial transactions, or act as a financial institution. Our role is limited to facilitating your interaction with regulated service providers through our Platform.
You may access the Platform directly or through third-party applications that integrate with the Company. The Aave App is one such integration partner. Your use of the Platform through the Aave app is governed by these Terms.
2.2 Regulated Partner Network
The Company collaborates with licensed and regulated financial service providers that supply the underlying onramp and offramp services accessible through the Platform. These partners are subject to regulatory oversight in their respective jurisdictions and maintain the licenses, registrations, and authorizations necessary to conduct the services they provide.
2.3 Bridge: Direct Relationship for Regulated Services
When you use services provided by Bridge through the Platform, you enter into a direct contractual relationship with Bridge. Before accessing any Bridge services, you must agree to the Bridge User Agreement and the Bridge Privacy Policy, and your use of Bridge services constitutes your ongoing agreement to those terms.
The Company facilitates your interaction with Bridge but does not provide the Bridge services itself. The Company collects and verifies your information, conducts required screening and monitoring under applicable law, and provides Bridge with the information it needs to determine your eligibility and deliver the services. The Company also delivers receipts, disclosures, and other required documents to you on Bridge’s behalf.
Bridge retains full control over the delivery of its services, including decisions to approve, deny, suspend, or terminate your access. The Company may also request that Bridge suspend or terminate your access where necessary, including if your Company account is closed or if Company identifies fraud, abuse, or other prohibited activity.
By continuing to access or use Bridge services through the Platform, you agree to both these Terms and all applicable Bridge terms and policies, and acknowledge that each party may enforce its respective rights and obligations.
2.4 Astra Payment Services
Certain payment services available through the Platform are provided by Astra, Inc. ("Astra"), an independent third-party service provider. To use those payment services, including ACH credit and debit transfers between your linked bank account and the Platform, you must have (or authorize the creation of) an account with Astra and agree to Astra's Terms of Service and Astra's Privacy Policy.
The Company facilitates your access to Astra's services but does not provide those payment services. The Company may collect, verify, and share information with Astra as necessary to facilitate your use of Astra's services, comply with applicable law, and satisfy applicable compliance, screening, and monitoring requirements.
Astra is solely responsible for providing its payment services and determines your eligibility to use those services. Astra may approve, deny, suspend, terminate, or restrict your Astra account or impose limits on your ability to transfer funds in accordance with its terms and applicable law. The Company may also request that Astra suspend or terminate your access where reasonably necessary, including if your Company account is closed or the Company reasonably suspects fraud, abuse, or other prohibited activity.
By using Astra's services through the Platform, you acknowledge that your use of those services is governed by Astra's Terms of Service and Astra's Privacy Policy, in addition to these Terms. The Company and Astra may each enforce their respective rights and obligations under their applicable agreements with you.
2.5 Partner Independence
The Company does not control the operations, policies, or decisions of regulated partners. Each partner maintains independent discretion over whether to accept or decline transactions, establish transaction limits, determine applicable fees, and modify or discontinue services. The Company is not responsible for partner decisions, delays, errors, or service interruptions.
2.6 No Guarantee of Service Outcomes
The Company makes no representations or warranties regarding the availability, accuracy, timeliness, or outcomes of services provided by regulated partners. We do not guarantee that any particular service will be available to you, that transactions will be completed successfully, or that exchange rates or asset values will be favorable. Market conditions, regulatory requirements, and partner operational decisions may affect service availability and transaction outcomes in ways beyond Company's control.
3. Eligibility and Representations
3.1 Minimum Requirements
To use the Platform, you must satisfy all of the following eligibility criteria:
You must be at least eighteen (18) years of age or have reached the age of majority in your jurisdiction of residence, whichever is greater. You must possess the legal capacity to enter into binding contracts under the laws applicable to you. You must not be a resident or citizen of any jurisdiction where the use of the Platform or the services accessible through it are prohibited, restricted, or otherwise unlawful. You must not be identified on any sanctions list maintained by the United States, the United Kingdom, the European Union, the United Nations, or any other applicable governmental authority, and you must not be subject to any trade restrictions, asset freezes, or other prohibitions that would prevent lawful engagement with the Platform.
3.2 Ongoing Representations
By continuing to use the Platform, you represent and warrant on an ongoing basis that you satisfy all eligibility requirements, that all information you provide remains accurate and current, and that you have not become subject to any disqualifying condition. You agree to notify the Company immediately if any representation or warranty becomes untrue or if circumstances change in a manner that affects your eligibility.
3.3 Verification Rights
The Company and its regulated partners reserve the right to conduct additional verification procedures at any time to confirm your eligibility, identity, and compliance with applicable legal requirements. You agree to cooperate fully with any such verification process and to provide any additional documentation or information reasonably requested.
4. Information Requirements
4.1 Compliance Obligations
The Company administers compliance programs designed to satisfy legal and regulatory obligations applicable to the Platform and the services accessible through it. These programs include but are not limited to customer identification and verification procedures, sanctions screening, transaction monitoring, suspicious activity detection and reporting, record retention, and other measures required under applicable anti-money laundering laws, counter-terrorist financing regulations, and financial services regulations.
4.2 Information Collection and Sharing
To facilitate your use of the Platform and to comply with legal obligations, Company collects, verifies, processes, stores, and shares your personal information and transaction data. This includes the data as detailed in the Privacy Policy. You expressly authorize the Company to share your information with regulated partners, service providers, compliance vendors, financial institutions, government authorities, and other third parties as necessary to provide services, satisfy legal obligations, or protect the integrity and security of the Platform. You further acknowledge that regulated partners may have independent obligations to collect, verify, and report information, and that Company's transmission of your information to those partners is necessary to enable service delivery.
4.3 Consequences of Non-Compliance
The Company may deny, suspend, restrict, or terminate your access to the Platform if you fail to provide required information, if you provide false or misleading information, if verification procedures cannot be completed satisfactorily, if you are identified on a sanctions list or as otherwise presenting unacceptable risk, or if your activity raises concerns regarding legal, regulatory, or security compliance.
The Company is not obligated to disclose the specific reasons for any adverse action taken against your account, particularly where disclosure might compromise security measures, ongoing investigations, or legal obligations. Any such action shall be taken in Company's sole discretion and shall be final.
5. User Obligations and Acceptable Use
5.1 Information Accuracy
You agree to provide information that is true, accurate, current, and complete in all material respects. You must update your information promptly if it changes or becomes inaccurate. Providing false, misleading, or outdated information constitutes a material breach of these Terms and may result in account suspension or termination, denial of services, and potential referral to law enforcement authorities.
5.2 Lawful Use
You agree to use the Platform solely for lawful purposes and in accordance with these Terms, applicable laws and regulations, and any additional terms that apply to specific services or features. You may not use the Platform in any manner that violates any applicable federal, state, local, or international law or regulation, including but not limited to laws concerning money transmission, securities, commodities, tax obligations, privacy, data protection, consumer protection, or unfair competition.
5.3 Prohibited Activities
You may not and agree that you will not:
Circumvent, disable, or interfere with security features of the Platform or any compliance measures, identity verification procedures, transaction monitoring systems, or fraud prevention mechanisms. Attempt to gain unauthorized access to any portion of the Platform, other user accounts, computer systems, or networks connected to the Platform through hacking, password mining, or any other means. Use the Platform to engage in or facilitate money laundering, terrorist financing, fraud, market manipulation, tax evasion, sanctions evasion, or any other unlawful financial activity. Provide access to your account to any third party or allow any other person to use the Platform through your credentials. Use automated systems, bots, scrapers, or other technological means to access, monitor, or copy any content or functionality of the Platform without Company's express written authorization. Interfere with or disrupt the operation of the Platform or servers or networks connected to the Platform, or disobey any requirements, procedures, policies, or regulations of such networks. Transmit any malicious code, viruses, worms, or other harmful software or data through or to the Platform.
Any violation of this section may result in immediate termination of your access, forfeiture of any pending transactions, and referral to appropriate authorities.
6. Prohibited Conduct
6.1 Strict Prohibitions
You are strictly prohibited from using the Platform, directly or indirectly, for any purpose that is unlawful, fraudulent, deceptive, or unauthorized. This prohibition includes but is not limited to: engaging in transactions involving proceeds of crime, illegally obtained funds, or assets subject to forfeiture. Conducting transactions with or for the benefit of individuals or entities located in, organized under the laws of, or subject to the jurisdiction of any sanctioned country or territory. Processing payments related to illegal goods or services, including controlled substances, illegal gambling, unlicensed securities offerings, or other prohibited activities. Structuring transactions to evade reporting requirements, transaction limits, or compliance screening. Providing false or misleading information during account creation, verification, or at any other time. Using the Platform in a manner that infringes the intellectual property rights, privacy rights, or other rights of any third party.
6.2 Monitoring and Reporting
The Company may employ automated and manual systems to monitor Platform activity for suspicious patterns and potential violations of these Terms. The Company shall have no liability to you for any action taken in good faith compliance with these Terms or legal obligations. You agree to cooperate fully with any lawful investigation conducted by government authorities and with any reasonable inquiry made by the Company in connection with compliance obligations. Failure to cooperate may result in account termination and may be reported to relevant authorities.
7. Platform Access, Availability, and Modifications
7.1 Discretionary Modifications
The Company reserves the right, in its sole discretion and without prior notice or liability, to modify, suspend, discontinue, or impose limitations on any feature, functionality, or component of the Platform. This includes but is not limited to changes to the user interface, supported services, available partners, compliance procedures, geographic availability, or transaction limits.
Such modifications may be necessary to comply with legal or regulatory requirements, to address security vulnerabilities, to respond to operational conditions, or to improve the Platform. The Company is not obligated to explain or justify any modification, and you acknowledge that continued use of the Platform following any modification constitutes acceptance of the modified Platform.
7.2 Service Interruptions
Access to the Platform may be interrupted or unavailable due to scheduled or emergency maintenance, system upgrades, technical failures, security incidents, legal or regulatory orders, or other circumstances beyond Company's control. The Company does not guarantee continuous, uninterrupted, or error-free operation of the Platform.
The Company will make commercially reasonable efforts to minimize planned service interruptions and to provide advance notice where feasible, but Company shall have no liability for any interruption, delay, or unavailability of the Platform, regardless of cause.
7.3 Access Restrictions
The Company may suspend, restrict, or terminate your access to the Platform at any time and for any reason, including but not limited to:
Violation of these Terms or any applicable law or regulation. Failure to complete required verification procedures. Identification as a prohibited or high-risk user based on compliance screening. Suspicious activity or patterns indicative of unlawful conduct. Chargebacks, payment reversals, or other indicators of fraud. Receipt of legal process requiring suspension or disclosure of account information. Security concerns or suspected unauthorized access to your account.
The Company is not obligated to provide advance notice of suspension or termination, although Company may do so where appropriate and where doing so would not compromise security or legal obligations. Following termination, you will no longer have access to the Platform, and any pending transactions may be canceled.
8. Fees and Payment Obligations
8.1 Fee Structure
There are currently no fees associated with services accessed through the Platform. If Company or regulated partners introduce fees in the future, applicable fee information will be disclosed to you clearly and conspicuously prior to the completion of any transaction. You will have the opportunity to review and accept any such fees before confirming a transaction. By proceeding with a transaction after fee disclosure, you agree to pay all disclosed fees.
8.2 Fee Changes
The Company and regulated partners may introduce or modify fee structures at any time. Any new or updated fee schedules will be posted on the Platform or otherwise communicated to you. Your continued use of the Platform following the introduction or modification of fees constitutes acceptance of those fees. Fees applicable to pending transactions will be those disclosed at the time the transaction was initiated.
8.3 Payment Responsibility
If fees are introduced, you will be responsible for paying all fees associated with your use of the Platform and any services accessed through it. Fees may be deducted automatically from transaction amounts or charged to your designated payment method. If fees cannot be collected automatically, you remain obligated to pay them, and the Company may suspend your access until payment is received.
8.4 No Refunds
If fees are introduced, fees paid to Company or to regulated partners will generally be non-refundable except as required by applicable law or as expressly stated in these Terms or in partner-specific terms. If a transaction is canceled or fails due to circumstances within your control, fees may not be refunded. If a transaction fails due to circumstances within the control of a Company or a regulated partner, applicable refund policies will apply.
9. Third-Party Agreements and Services
9.1 Incorporation of Third-Party Terms
Certain services accessible through the Platform are furnished by third parties, including regulated partners and other service providers. These third parties have their own terms of service, privacy policies, user agreements, and other legal documents that govern your use of their services.
When you access services provided by a third party through the Platform, you agree to be bound by that third party's terms in addition to these Terms. In the event of any conflict between these Terms and a third party's terms, the third party's terms shall govern with respect to that third party's services, except to the extent that these Terms impose more restrictive obligations on you.
9.2 No Responsibility for Third Parties
The Company is not responsible for the content, accuracy, reliability, quality, legality, or any other aspect of services, information, or materials provided by third parties. The Company does not endorse, warrant, or guarantee any third-party service or content. Your use of third-party services is at your own risk, and any disputes arising from third-party services must be resolved directly with the applicable third party.
10. Data Handling and Privacy
The Company collects and uses personal information as needed to provide the Platform and to meet legal and regulatory requirements. The types of information collected, the purposes for which it is used, and the safeguards applied to it are described in the Company Privacy Notice, which is incorporated into these Terms. Please review the Privacy Notice for full details. By using the Platform, you consent to the data practices described in the Privacy Notice and in these Terms, including the transfer of your information across borders when required for service delivery or compliance.
11. Security Measures and User Responsibilities
11.1 Company's Security Measures
The Company implements and maintains commercially reasonable administrative, technical, and physical security measures designed to protect the Platform and user information from unauthorized access, use, disclosure, alteration, or destruction. These measures include but are not limited to encryption, access controls, network security, and regular security assessments. Despite Company's security measures, no system is entirely secure, and Company cannot and does not guarantee that the Platform will be free from vulnerabilities, unauthorized access, malicious activity, data breaches, or other security incidents. The Company shall not be liable for any losses or damages arising from security incidents, except to the extent caused by Company's gross negligence or willful misconduct.
11.2 User Security Obligations
You are responsible for maintaining the security of your account credentials and any security features linked to your account. This includes taking steps to protect your password, authentication methods, and any tools used to access the Platform. You are expected to enable the security measures the Platform requires and to keep your account information accurate so that Company can contact you about security matters when needed. You should notify the Company without delay if you believe your account has been compromised or accessed without authorization, and you should take reasonable precautions when using devices or networks to access the Platform.
11.3 Liability for Unauthorized Access
You are responsible for all activity occurring under your account, whether or not authorized by you. If unauthorized access results from your failure to maintain the security of your credentials or devices, the Company shall not be liable for any resulting losses. You agree to indemnify the Company for any losses or damages arising from unauthorized use of your account resulting from your negligence or misconduct.
12. Intellectual Property Rights
12.1 Ownership
All intellectual property rights in and to the Platform, including but not limited to software, source code, object code, algorithms, user interfaces, visual designs, graphics, logos, text, documentation, and other content, are owned exclusively by Company or its licensors. These rights are protected by copyright, trademark, patent, trade secret, and other intellectual property laws.
12.2 Limited License
Subject to your compliance with these Terms, Company grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform solely for its intended purpose and in accordance with these Terms. This license does not grant you any ownership rights or any rights beyond those expressly stated herein.
12.3 Restrictions
You may not and agree that you will not:
Copy, modify, distribute, sell, lease, or create derivative works based on the Platform or any portion thereof. Reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or underlying algorithms from the Platform. Remove, alter, or obscure any copyright, trademark, or other proprietary notices from the Platform. Use any Company trademarks, logos, or branding without prior written authorization. Frame or mirror any portion of the Platform on any other website or service. Use the Platform to develop, train, or improve any competing product or service.
Any unauthorized use of Company's intellectual property constitutes a material breach of these Terms and may violate applicable law.
13. Disclaimers and Assumption of Risk
13.1 "As-Is" and "As-Available" Provision
THE PLATFORM AND ALL SERVICES, CONTENT, AND MATERIALS MADE AVAILABLE THROUGH THE PLATFORM ARE PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.
13.2 Disclaimer of Warranties
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Company EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
The Company DOES NOT WARRANT THAT: The Platform will operate without interruption, delay, or error. Any defects or errors will be corrected. The Platform will be secure or free from viruses or other harmful components. The results obtained from using the Platform will be accurate, reliable, or meet your requirements. Any information obtained through the Platform will be accurate or reliable. Services provided by regulated partners will be available, timely, or satisfactory.
13.3 Assumption of Risk
You acknowledge and agree that you use the Platform at your own risk. You are solely responsible for evaluating the risks associated with any transaction, including but not limited to market volatility, price fluctuations, regulatory changes, technological failures, counterparty risk, and any other risks inherent in cryptocurrency and financial transactions. You understand that cryptocurrency transactions are irreversible and that Company has no ability to reverse, cancel, or recover funds once a blockchain transaction has been confirmed. You further understand that cryptocurrency values are highly volatile and that you may lose some or all of the value of any cryptocurrency holdings.
14. Limitation of Liability
14.1 Exclusion of Certain Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL Company, ITS AFFILIATES, OR ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER SIMILAR DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS OPPORTUNITY, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF Company HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14.2 Scope of Limitation
The Company shall not be liable for any losses, damages, costs, or expenses arising from or related to: Actions, errors, omissions, delays, or failures of regulated partners, payment processors, banking networks, blockchain networks, or other third parties. Market volatility, price fluctuations, exchange rate changes, or changes in the value of any asset. Interruptions, delays, or unavailability of the Platform resulting from maintenance, technical failures, security incidents, or circumstances beyond Company's control. Your failure to maintain the security of your account credentials or devices. Unauthorized access to your account resulting from your negligence. Transactions that are delayed, declined, or reversed due to compliance concerns, fraud prevention measures, or legal requirements. Your failure to comply with applicable tax obligations or other legal requirements. Regulatory changes or legal developments that affect the availability or legality of services.
14.3 Cap on Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Company'S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO YOUR USE OF THE PLATFORM, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO Company DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
IF YOU HAVE NOT PAID ANY FEES TO Company DURING THAT PERIOD, Company'S TOTAL LIABILITY SHALL NOT EXCEED ONE HUNDRED DOLLARS (USD $100.00).
14.4 Jurisdictional Variations
Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities. In such jurisdictions, the limitations and exclusions set forth in this section and in Section 13 shall apply only to the extent permitted by applicable law, and Company's liability shall be limited to the minimum extent permitted by law.
15. Indemnification
15.1 Your Indemnification Obligations
You agree to indemnify, defend, and hold harmless Company, its affiliates, and its and their respective officers, directors, employees, agents, contractors, service providers, licensors, successors, and assigns (collectively, the "Indemnified Parties") from and against any and all claims, liabilities, losses, damages, costs, and expenses, including reasonable attorneys' fees and court costs, arising from or related to:
Your breach of these Terms or any representation or warranty made herein. Your violation of any applicable law, regulation, or third-party right. Your misuse of the Platform or any service accessed through the Platform. Any fraudulent, unlawful, or unauthorized activity conducted by you or through your account. Any claim that content you submit through the Platform infringes or otherwise violates the intellectual property rights, privacy rights, or other rights of any third party. Your failure to pay any applicable fees or taxes. Any dispute between you and any regulated partner or other third party.
15.2 Defense and Settlement
The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate fully with Company in such defense. You may not settle any claim subject to this indemnification provision without the Company's prior written consent.
16. Amendments and Updates
16.1 Right to Amend
The Company reserves the right to amend, modify, or update these Terms at any time and for any reason, in its sole discretion. Amendments may be necessary to address legal or regulatory changes, to reflect modifications to the Platform or services, to clarify existing provisions, or for any other purpose.
16.2 Notice of Amendments
When Company amends these Terms, Company will post the updated version on the Platform and will update the "Last Updated" date at the top of the document. For material changes that substantively alter your rights or obligations, the Company will provide additional notice through the Platform, via email to the address associated with your account, or through other reasonable means.
16.3 Acceptance of Amendments
Your continued use of the Platform following the posting of amended Terms constitutes your acceptance of and agreement to be bound by the amended Terms. If you do not agree to any amendment, you must immediately cease using the Platform and may terminate your account. Continued use of the Platform after the effective date of any amendment signifies your unequivocal acceptance of the amended Terms.
16.4 Historical Versions
The Company is not obligated to maintain or provide access to historical versions of these Terms, although Company may choose to do so for reference purposes. The version of the Terms that governs your use of the Platform is the version currently posted on the Platform.
17. Governing Law and Dispute Resolution
17.1 Governing Law
These Terms, and any dispute arising from or relating to these Terms or your use of the Platform, are governed by the laws of the State of Delaware, United States, without regard to conflict of law principles that would require applying the laws of another jurisdiction. All claims or disputes connected to these Terms will be resolved under Delaware law unless the Company specifies a different governing law in writing in connection with a particular service or dispute.
17.2 Dispute Resolution Procedures
Any dispute, controversy, or claim arising from or relating to these Terms, the Platform, or your relationship with Company shall be resolved under the dispute resolution framework set out in this Section. These procedures apply before either party may initiate any court action, except as permitted in Section 17.5.
17.3 Mandatory Arbitration
Except where prohibited by applicable law, any dispute, controversy, or claim arising out of or relating to these Terms, the Platform, or the relationship between you and Company shall be resolved exclusively through final and binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall be conducted before a single neutral arbitrator appointed in accordance with the AAA Rules. The seat and legal place of arbitration shall be the State of Delaware, United States, and the arbitral proceedings shall be conducted in English unless the parties agree otherwise in writing. The arbitrator shall possess exclusive authority to resolve any dispute relating to the interpretation, applicability, validity, or enforceability of this arbitration agreement, including any contention that all or part of this Section is void or voidable. The arbitral award shall be final and binding on the parties, and judgment on the award may be entered in any court of competent jurisdiction. Each party shall bear its own attorneys’ fees and costs, and the administrative fees of the arbitration shall be allocated in accordance with the AAA Rules or as determined by the arbitrator.
17.4 Class Action Waiver
To the maximum extent permitted by applicable law, each party irrevocably waives any right to have any dispute, claim, or controversy brought, heard, or arbitrated as a class, collective, consolidated, representative, or private attorney general action, and no arbitral tribunal or court shall have authority to conduct any such proceeding. You further waive any right to participate in any capacity in a class or representative proceeding, whether as a putative class member, proposed representative, or otherwise. The arbitrator shall have no authority to consolidate claims or to otherwise preside over any form of representative or collective proceeding.
If any portion of this class action waiver is held unenforceable as to a particular claim, that claim shall be severed and shall proceed exclusively in the courts specified in Section 17.5. All remaining claims shall remain subject to arbitration.
17.5 Jurisdiction and Venue
To the extent any dispute is not subject to arbitration and must be resolved through litigation, such litigation shall occur exclusively in the state or federal courts located in the State of Delaware, United States. The parties irrevocably submit to the jurisdiction of those courts for that limited purpose and waive any objection to venue, personal jurisdiction, or the forum of such courts. These courts shall serve as the exclusive forum for any permitted judicial proceeding arising out of or relating to these Terms.
18. General Provisions
18.1 Entire Agreement
These Terms, together with the Company Privacy Notice, any partner-specific terms incorporated by reference, and any other documents expressly incorporated herein, constitute the entire agreement between you and Company regarding the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, representations, and communications, whether written or oral, regarding such subject matter.
18.2 Severability
If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its intent, or if such modification is not possible, such provision shall be severed from these Terms. The remaining provisions shall remain in full force and effect.
18.3 Waiver
No waiver of any provision of these Terms shall be deemed a further or continuing waiver of that provision or any other provision. The Company's failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.
18.4 Assignment
You may not assign, transfer, delegate, or sublicense your rights or obligations under these Terms without Company's prior written consent. Any attempted assignment in violation of this provision shall be null and void. The Company may freely assign, transfer, or delegate its rights and obligations under these Terms without restriction.
18.5 No Third-Party Beneficiaries
These Terms are for the sole benefit of you and Company and do not confer any rights or benefits upon any other person or entity, except that the Indemnified Parties as defined in Section 15 are express third-party beneficiaries of the indemnification provisions.
18.6 Force Majeure
The Company shall not be liable for any delay or failure to perform any obligation under these Terms to the extent that such delay or failure is caused by circumstances beyond Company's reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, government actions, epidemics or pandemics, internet or telecommunications failures, or failures of third-party service providers.
18.7 Notices
All notices required or permitted under these Terms shall be in writing and shall be deemed given when delivered personally, sent by confirmed email, or sent by certified or registered mail, return receipt requested, to the addresses specified by the parties. You consent to receive notices electronically, including through the Platform or via email.
The Company's current contact information for notices is provided in Section 19 below. You are responsible for keeping your email address and other contact information current in your account settings.
18.8 Survival
Provisions of these Terms that by their nature should survive termination or expiration of these Terms shall survive, including but not limited to Sections 6, 7, 11, 12, 13, 14, 15, 16, 17, and 18.
18.9 Interpretation
Headings and section titles are for convenience only and shall not affect the interpretation of these Terms. Use of the words "including," "such as," or similar terms shall be deemed to mean "including without limitation." References to "you" include any entity or person acting on your behalf.
19. Contact Information and Support
If you have questions, concerns, or complaints regarding these Terms, the Platform, or your account, you may contact Company through the Aave App support functionality or via email to help@push.co.