TERMS OF SERVICE

LAST UPDATED: MAY 7, 2026

1. Agreement to Terms

By using the Service, you agree to be bound by these Terms. If you don't agree to be bound by these Terms, then you must not use the Service. Notwithstanding the foregoing, the laws of some jurisdictions may limit or not permit certain provisions of these Terms, such as indemnification, the exclusion of certain warranties or the limitation of liability. In such a case, such provisions will apply only to the maximum extent permitted by the laws of such jurisdictions. Also, you may have additional legal rights in your jurisdiction, and nothing in these terms will prejudice such rights that you may have as a consumer of the Service under such applicable law.

2. Privacy Policy

Please review our Privacy Policy, which also governs your use of the Service, for information on how we collect, use and share your information. The Privacy Policy is incorporated by reference into these Terms.

3. Changes to these Terms or the Service

We may update the Terms from time to time in our sole discretion. If we do, we'll let you know by posting the updated Terms on the Site and/or may also send other communications, such as an email or push notification on the App. It's important that you review the Terms whenever we update them, or you use the Service. If you continue to use the Service after we have posted updated Terms, it means that you accept and agree to the changes. If you don't agree to be bound by the changes, you may not use the Service anymore. We may change or discontinue all or any part of the Service, at any time and without notice, in our sole discretion.

4. Who May Use the Service?

(a) Age

You may use the Service only if you are 18 years or older and capable of forming a binding contract with SERA, and not otherwise barred from using the Service under applicable law.

(b) Restricted Territory

The Service is only available to users in certain jurisdictions who can use the Service as permitted under applicable law. The Service is not authorized for use in Restricted Territories. For the purposes of the Terms, “Restricted Territory” means Belarus, Cuba, Iran, North Korea, Russia, Syria, and the Crimea, Donetsk People's Republic, Luhansk People's Republic regions of Ukraine and or any other country to which the United States embargoes goods or imposes similar comprehensive economic sanctions.

(c) Additional Information

SERA may require you to provide additional information and documents at the request of any competent authority or in case of application of any applicable law or regulation, including laws related to anti-laundering (legalization) of incomes obtained by criminal means, or for counteracting financing of terrorism. SERA may also require you to provide additional information and documents in cases where it has reasons to believe that: (i) your use of the Service is in connection with money laundering or for any other illegal or unauthorized activity; (ii) you have concealed or reported false identification information and other details; or (iii) transactions effected via your use of the Service were affected in breach of these Terms. In each such case, SERA, in its sole discretion, may disable (or terminate) your account until such additional information and documents are reviewed by SERA and are accepted as satisfying the requirements of applicable law. If you do not provide complete and accurate information and documents in response to such a request, SERA may prohibit your use of the Service. We reserve the right to report any activity occurring using the Service to relevant tax authorities as required under applicable law. You are solely responsible for maintaining all relevant tax (as defined below) records and complying with any reporting requirements you may have as related to the Service. You are further solely responsible for independently maintaining the accuracy of any record submitted to any tax authority including any information derived from the Service.

(d) Disclaimer Regarding Eligibility for Selection for Participation in Flights

SERA may offer the opportunity for certain users to participate in sub-orbital rocket flights or parabolic flights. Eligibility to participate and interact with the Service does not guarantee eligibility for selection or qualification for any such Mission or phase of any such Mission. SERA, SERA Partners or affiliated third parties may impose additional restrictions or requirements for eligibility for a user to be part of or qualify for any Mission or phase of Mission. You acknowledge and understand that certain Missions or phases of Mission may not be open nor available to you or a specific participation by you based on such restrictions or requirements, which SERA and/or its affiliated third party, may require in its sole discretion, at any time.

5. About the Service

(a) The Interface

The Service enables users to register via the App by creating a profile that makes you eligible (1) to participate in voting for certain initiatives; (2) to participate in certain promotions or programs within the Service, including submission of Scientific Proposals; and (3) for consideration of further participation in SERA services (“Profile”). Your participation in each such initiative, promotion, or program, including submission of Scientific Proposals, may be subject to additional terms and conditions specific to the applicable Mission. Each person is limited to using a single Profile and any person that registers more than one Profile may have any or all Profiles removed from the Service at SERA's sole discretion.

(i) SERA Partners

As part of Missions, phases of Missions, or other offerings through the Service, SERA may partner with third parties to offer, hold, or otherwise execute some or all parts of the Mission or phase of a Mission, including portions related to eligibility for future offerings, selection for continuation with a particular Mission or to participate in future Missions or evaluation and selection of Scientific Proposals (“SERA Partner(s)”). In SERA's sole discretion, SERA may allow SERA Partners to make decisions about your eligibility for continuing in a Mission or a phase of a Mission in their sole discretion. Your participation in the Service grants a license for SERA to share some or all of your Profile, personal information, any content uploaded by you, your Scientific Proposal, Feedback, or any other Submitted User IP to such SERA Partners, and a license to such SERA Partners to use such information or materials in a commercially reasonable way related to fulfilling its responsibilities as a SERA Partner. SERA Partners shall be required to only use such information or materials as required to provide services related to the particular Mission or phase of a Mission that such SERA Partner is engaged to assist. Your participation in a Mission or phase of a Mission may require agreement to additional terms, conditions or requirements of a SERA Partner. If you do not want to agree to such additional terms, conditions or requirements, that may result in ineligibility to move forward in that Mission or phase of a Mission.

(ii) Limited Licenses Between Users

By using the Service, you hereby consent to allow other users to use any public-facing materials, information, media or other data related to your Profile, for the limited purposes of sharing and/or promoting said Profile on the Service or on social media within the context of the Profile's user being eligible for, or wanting to continue with, a Mission or a phase of a Mission, or submitting a Scientific Proposal. Any other use is strictly prohibited without first obtaining the express written consent of the Profile's user.

(iii) Profile Removal

In SERA's sole discretion, your Profile may be removed from the Service. If such removal occurs, you will immediately lose access to your Profile and the Service, and any SpaceDust you currently hold will be removed. In select cases and SERA's sole discretion, SERA may offer to transfer SpaceDust of a removed Profile to another Profile, and if such transfer is not for the entirety of the removed Profile's SpaceDust, then the remaining SpaceDust will be removed.

6. Mission Membership and SpaceDust

Upon creating a Profile, you will be eligible to collect SpaceDust. SpaceDust can be used solely for the purposes set forth in the Service. SpaceDust does not have any real monetary value and you may not buy, sell, transfer or otherwise give or receive SpaceDust in any way not expressly authorized by SERA and/or offered through the Service. The capability to exchange SpaceDust for tangible or physical goods offered by SERA (“Physical Goods”) does not confer monetary value to such SpaceDust. Any Physical Goods offered by SERA are solely for promotional purposes and SERA reserves the right to give or refuse to give any Physical Goods in its sole discretion. With SpaceDust, you may be able to indicate your desire for which Scientific Proposals SERA should pursue as well as potentially use SpaceDust to support your own or another user's eligibility for flight selection or other Mission objective. How SpaceDust may be used may vary from Mission to Mission or phase of a Mission and you hereby acknowledge that particular offerings of SpaceDust or how SpaceDust may be used in the Service may not be available at certain times. You expressly disclaim any rights to use SpaceDust in a particular way for any particular purpose. You expressly acknowledge that SpaceDust may be removed or added to any account or Profile at any time in SERA's sole discretion. Any use of automated programs or bot programs (“Bots”) with the Service, including using Bots to generate SpaceDust for one or more accounts or Profiles, is strictly prohibited. If a user uses Bots for any purposes, SERA may remove the Profile using such Bots and the user will no longer have access to any SpaceDust that Profile accumulated, whether or not such SpaceDust was accumulated in accordance with these Terms or not.

Use of SERA Hashtags

In SERA's sole discretion, SERA may provide SpaceDust to a Profile in relation to a Profile user's social media postings, including posts, videos, photos and other media that are tagged, titled with, or otherwise display “#SERASpace” or other hashtags as made available by SERA (“SERA Hashtags”) on social media platforms previously disclosed and approved by SERA. SERA Hashtags that are placed in or around media content that is not relevant to Missions, SERA, the Service or as otherwise determined by SERA may not be eligible to receive SpaceDust, and you acknowledge and agree to not use SERA Hashtags for any purposes other than those permitted by SERA through these Terms or the Service.

7. Voting

Profile holders may submit their votes in accordance with the terms and conditions of each phase of a Mission (the “Mission Phase Terms”), which will set out all applicable criteria for eligibility, winning and voting, and any applicable restrictions. All eligible votes are counted and contribute to the decisions set forth in the Mission Phase Terms. You acknowledge and agree that an eligible vote indicates a user's desires, but SERA is not required to act in accordance with affirmative votes in connection with any Mission, any phase of a Mission, or any portion of any Mission's presentation, selection, offer, outcome, or other parameter. SERA shall have the right to determine, in its sole discretion, a user's eligibility, voting rights, or outcome of any vote related to any Mission, Mission phase, or other offering on the Service. Any attempt to manipulate the vote count, including, but not limited to, by automated voting or by registering multiple Profiles controlled by one or more persons in violation of these Terms, may result in disqualification, suspension or termination of users, votes, Profiles and/or Mission initiatives, and/or the removal of SpaceDust.

8. Regulatory and Compliance Suspensions or Terminations

We may suspend or terminate your access to the Service at any time in connection with any transaction as required by applicable law, any governmental authority, or in our sole discretion. Such suspension or termination shall not be a breach of these Terms by SERA. You hereby agree that you assume all risk in utilizing the Service and any loss of access to the Service, Profile, or SpaceDust or other restriction by SERA, for any reason, shall not be grounds for any claim or legal action for damages or other compensation. In accordance with anti-money laundering, anti-terrorism, anti-fraud, and other compliance policies and practices, we may impose reasonable limitations and controls on the ability of you or any beneficiary to utilize the Service. Such limitations may include where good cause exists, rejecting transaction requests, or otherwise restricting you from using the Service.

9. Scientific Proposals

We may in our discretion, with or without a vote of users through the Service, select Scientific Proposals for further development by us or our partners. Any such Scientific Proposal that we select for further development, which may include execution of an experiment in a Mission, is referred to as a “Scientific Project.” Scientific Projects may include projects that we or our partners originally develop but that integrate all or part of a Scientific Proposal. BY SUBMITTING A SCIENTIFIC PROPOSAL, YOU GRANT US AN IRREVOCABLE, FULLY SUBLICENSABLE, ROYALTY-FREE, PERPETUAL, UNIVERSE-WIDE LICENSE TO USE, DEVELOP, MODIFY AND CREATE DERIVATIVE WORKS OF YOUR SCIENTIFIC PROPOSAL. In the event that we determine that your Scientific Proposal (itself or integrated as part of a Scientific Project incorporating other intellectual property) may have commercial value, we may contact you concerning proposed terms under which you and SERA may share in the proceeds of any such commercial exploitation. Any such commercial terms will reflect the costs incurred by SERA in developing the Scientific Project and the costs and risk borne by SERA in attempting to commercially exploit such Scientific Project. Subject to the terms of any agreement between you and SERA concerning a royalty or revenue share (an “Exploitation Agreement”), SERA will have no obligation to account to you for any use or exploitation of the Scientific Project. For the avoidance of doubt, in no event will you have any ownership interest in any intellectual property incorporated in a Scientific Project other than any rights you may legally possess in the Scientific Proposal upon which such Scientific Project is based. By submitting a Scientific Proposal, you represent and warrant that the entirety of such Scientific Proposal is your original work (other than as expressly disclosed on the applicable SERA submission form) and that you are the sole owner of all intellectual property in such Scientific Proposal and have the legal right to grant to SERA the rights granted herein. Nothing herein obligates SERA to obtain any license or right from you to use or exploit intellectual property that is not legally protected or owned by you, whether or not included in a Scientific Proposal. Other than as may be provided in any Exploitation Agreement entered into by you and SERA, you hereby waive any right to monetary compensation, an injunction, or any other potential enforcement right against us related to any Scientific Proposal. Scientific Proposals may be disclosed to users of the Service, including your name as the submitter (in SERA's discretion), and subject to a vote by users, and by submitting a Scientific Proposal you agree thereto.

10. SERA's Intellectual Property

We may make available through the Service content that is subject to intellectual property rights. We retain all rights to that content (“SERA IP”).

(a) Limited License to Users for sharing SERA IP on Social Media

We hereby grant you a limited, revocable, royalty-free license to use (1) our trademarks (name, logo), and any associated hashtags, and (2) any media, text or other materials that we make easily and readily available for sharing through the Service on social media platforms solely for the purposes of (1) sharing, promoting and otherwise distributing your Profile or, with appropriate authorization, another's Profile; or (2) sharing about or promoting the Service or Missions. Any other use of our intellectual property, unless expressly set forth elsewhere in this Agreement, is prohibited by you. You agree to not use any SERA IP in any way that may damage the brand or otherwise disparage or harm SERA, the Service, Missions, or any other user. You agree to remove any content, media or materials that use any SERA IP at our request, and within two (2) days of such request being made. We reserve all rights in SERA IP not expressly set forth here.

(b) SERA's AI

We may make available a service that allows you to input information (“Input”) into an artificial intelligence tool and receive output information (“Output”, collectively with Input, “AI Content”). Between you and us, to the extent permitted by applicable law, you retain all title, right and ownership of AI Content. However, by providing Input you hereby grant us a non-revocable, royalty-free, perpetual, universe-wide license to use AI Content for any purpose, including for the purpose of training, refining or otherwise altering any artificial intelligence tool. You acknowledge that the nature of artificial intelligence tools means (1) that Output is not guaranteed to be accurate, factual, correct, useful, or what was intended to be produced by either you or us; (2) that Output is not necessarily original, unique or specific to only Input and therefore may be similar to other Output provided to and owned by other users; and (3) that Output may be generated that is offensive, insensitive, incomplete, or inaccurate and that such Output does not reflect the views of SERA or any affiliated party.

(c) License to Use Submitted User Intellectual Property

Subject to Section 7(c) above with respect to commercial exploitation of Scientific Projects, unless expressly set forth otherwise, for any intellectual property, including, but limited to, media, pictures, audio, ideas, know-how, methodology, diagrams, charts, plans, formulas, AI Content, User Contribution or text, you submit or provide to us or the Service (“Submitted User IP”), you hereby grant a non-revocable, fully sublicensable, royalty-free, perpetual, universe-wide license to us and SERA Partners to use Submitted User IP for any purpose, including, but not limited to, promotion, advertising, providing future offerings or Missions, training AI models, improving the Service and our services, and/or determining eligibility or outcomes for Missions. For the avoidance of doubt, SERA may use Scientific Proposals for any purpose without compensation to you, including marketing and promotion, other than to the extent provided in an Exploitation Agreement entered into between you and SERA. For clarity, we and SERA Partners are free to use any Submitted User IP without restriction or compensation to you, other than as may be provided in an Exploitation Agreement entered into between you and SERA. Subject to the foregoing you hereby waive any right to monetary compensation, an injunction, or any other potential enforcement right against us related to Submitted User IP.

11. Feedback

We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Service (“Feedback”). If you choose to submit Feedback, you agree that it shall be treated as Submitted User IP and that we are free to use it without any restriction or compensation to you.

12. Promotions

SERA may, from time to time, offer sweepstakes, contests, or other promotions (collectively, “Promotions”). The term “Promotion” does not include submission and selection of Scientific Proposals or persons to participate as passengers in flights. Each Promotion may be governed by separate official rules, terms, or conditions. By participating in any Promotion, you agree to the applicable Official Rules, which are hereby incorporated by reference. In the event of any conflict between these Terms and the Official Rules, the Official Rules shall control with respect to the Promotion.

13. General Prohibitions and SERA's Enforcement Rights

Unless expressly set forth in these Terms otherwise, You agree not to do any of the following:

• Use, display, mirror or frame the Service or any individual element within the Service, SERA's name, any SERA IP, trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without SERA's express written consent;
• Access, tamper with, or use non-public areas of the Service, SERA's computer systems, or the technical delivery systems of SERA's providers;
• Attempt to probe, scan or test the vulnerability of the Service or any SERA system or network or breach any security or authentication measures;
• Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by SERA or any of SERA's providers or any other third party (including another user) to protect the Service;
• Attempt to access or search the Service or download content from the Service using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by SERA or other generally available third-party web browsers;
• Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation through the Service;
• Use any meta tags or other hidden text or metadata utilizing SERA IP, trademark, logo URL or product name without SERA's express written consent;
• Use the Service, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
• Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Service to send altered, deceptive or false source-identifying information;
• Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Service;
• Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Service;
• Collect or store any personally identifiable information from the Service from other users of the Service without their express permission;
• Impersonate or misrepresent your affiliation with any person or entity;
• Violate any applicable law or regulation; or
• Encourage or enable any other individual to do any of the foregoing.

SERA shall have the right to monitor access to or use of the Service or to review or edit any content. We reserve the right, but are not obligated, to remove or disable access to any content, at any time and without notice, including, but not limited to, if we, in our sole discretion, consider it objectionable or in violation of these Terms, or any applicable law. We have the right to investigate violations of these Terms or conduct that affects the Service. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

14. No Fiduciary Duties; No Duty to Commercially Develop

The Service is not intended to, and does not, create or impose any fiduciary duties on SERA. To the fullest extent permitted by law, any user of the Service acknowledges and agrees that SERA owes no fiduciary duties or liabilities to it or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated. Any user of the Service further agrees that the only duties and obligations that SERA may owe are those set out expressly herein. For the avoidance of doubt, SERA has no obligation to develop or attempt to commercially exploit any Scientific Proposal submitted by you.

15. Links to Third Party Websites or Resources

The Service may allow you to access third-party websites or other resources. We provide access only as a convenience and are not responsible for the content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party resources. By using the Service and the third parties associated with the Service, you agree to all terms and conditions set forth by the third party's websites and resources.

16. Termination

We may suspend or terminate your access to and use of the Service, including suspending access to or terminating your Profile, in our sole discretion, at any time and without notice to you. Upon any suspension or termination of your Profile: (1) if you have been selected to participate as a passenger in a Mission, you will no longer be eligible to continue with any Mission or phase of a Mission, regardless of the progress made in completing such Mission or phase of a Mission and you forfeit any position held in such Mission or phase of a Mission; (2) you will lose all access to your Profile and will no longer be visible to other users of the Service; and (3) in SERA's sole discretion, you will lose access to any SpaceDust associated with your Profile without a possibility of recovery or return. You may cancel your account at any time by sending us an email at legal@sera.space. Upon any termination, discontinuation or cancellation of the Service or your account, all sections of these Terms that by their nature should continue in effect shall survive, including: Sections 6, 7, 8, 13, 14, 15, 16, 17, 18, and 19.

17. Warranty Disclaimers

THE SERVICE IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Service will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or content on the Service.

YOU USE THE SERVICE AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DATA OR CONTENT ACCESSED, INPUT, UPLOADED, DOWNLOADED, PRESENTED INTO OR OBTAINED IN ANY MANNER THROUGH THE USE OF THE SERVICE, AND YOU SHALL BEAR ANY DAMAGES OR LOSSES TO YOUR DEVICE OR DATA THAT RESULTS FROM SUCH ACTIVITIES. YOU ARE ALSO RESPONSIBLE FOR ANY CONSEQUENCES ARISING FROM SHARING OR DISCLOSING ANY INFORMATION OBTAINED FROM OR PROVIDED TO THE SERVICE.

SERA WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF THE SERVICE, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED WALLET ADDRESSES; (II) SERVER FAILURE OR DATA LOSS; (III) CRYPTOCURRENCY WALLETS OR CORRUPT FILES; (IV) UNAUTHORIZED ACCESS TO THE SERVICE; (V) ANY UNAUTHORIZED ACTIVITY BY THE SERVICE'S OTHER USERS; (VI) YOUR, OR ANY OTHER PERSONS, ELIGIBILITY, SELECTION OR OTHER PARTICIPATION OR NON-PARTICIPATION IN ANY MISSION OR PHASE OF MISSION, WHETHER DETERMINED BY US OR A THIRD PARTY, INCLUDING YOUR NOT BEING ELIGIBILE FOR AND/OR ABLE TO CONTINUE TOWARD THE COMPLETION OF ANY MISSION OR PHASE OF A MISSION; OR (VII) ANY THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST ANY BLOCKCHAIN NETWORK UNDERLYING THE SERVICE.

By accessing and using the Service, you represent that you understand the inherent risks associated with using cryptographic and blockchain-based systems, and that you have a working knowledge of the usage and intricacies of digital assets such as bitcoin (BTC), ether (ETH), and other digital tokens such as those following the Ethereum Token Standard (ERC-20). You further understand that the markets for these digital assets are highly volatile due to factors including (but not limited to) adoption, speculation, technology, security, and regulation. You acknowledge that the cost and speed of transacting with cryptographic and blockchain-based systems are variable and may increase at any time. You further acknowledge the risk that your digital assets may lose some or all of their value while they are supplied to or from the Service. You further acknowledge that we are not responsible for any of these variables or risks and shall not be held liable for any resulting losses that you experience while accessing the Service. Accordingly, you understand and agree to assume full responsibility for all of the risks of accessing and using and interacting with the Service.

18. Indemnity

You will indemnify and hold SERA and its officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Service, (b) any violation of any applicable law; or (c) your violation of these Terms or any Exploitation Agreement.

19. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER SERA NOR SERA PARTNERS NOR SERA'S SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICE OR ANY MISSION OR ANY PORTION OR PHASE OF ANY MISSION WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICE OR PARTICIPATE IN ANY PORTION OR PHASE OF ANY MISSION, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SERA, SERA PARTNER OR SERA'S SERVICE PROVIDERS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL SERA'S NOR SERA PARTNER'S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICE, OR PARTICIPATE IN ANY MISSION OR PHASE OR PORTION THEREOF, EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO SERA FOR USE OF THE INTERFACE OR ONE HUNDRED UNITED STATES DOLLARS (US$100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO SERA, AS APPLICABLE.

THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SERA AND YOU.

20. Governing Law and Forum Choice

These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of Delaware, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 17 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that you and SERA are not required to arbitrate will be the state and federal courts located in the State of Delaware, and you and SERA each waive any objection to jurisdiction and venue in such courts.

21. Dispute Resolution

(a) Mandatory Arbitration of Disputes

We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Service (collectively, “Dispute(s)”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and SERA agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and SERA are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.

(b) Exceptions

As limited exceptions to Section 17(a) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.

(c) Conducting Arbitration and Arbitration Rules

The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling (+1)-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.

Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.

(d) Arbitration Costs

Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and we won't seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. The prevailing party in arbitration will be entitled to an award of attorneys' fees and expenses to the extent provided under applicable law.

(e) Injunctive and Declaratory Relief

Except as provided in Section 17(b) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.

(f) Class Action Waiver

YOU AND SERA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties' Dispute is resolved through arbitration, the arbitrator may not consolidate another person's claims with your claims and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.

(g) Severability

With the exception of any of the provisions in Section 17(f) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

22. General Terms

(a) Reservation of Rights

SERA and its licensors exclusively own all right, title and interest in and to the Service, including all associated intellectual property rights. You acknowledge that the Service is protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Service.

(b) Entire Agreement

These Terms, along with the Privacy Policy, constitute the entire and exclusive understanding and agreement between SERA and you regarding the Service, and supersede and replace all prior oral or written understandings or agreements between SERA and you regarding the Service. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without SERA's prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. SERA may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

(c) Notices

Any notices or other communications provided by SERA under these Terms will be given: (i) via email; or (ii) by posting to the Service. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

(d) Waiver of Rights

SERA's failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of SERA. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

(e) Contact Information

If you have any questions about these Terms or the Service, please contact SERA at legal@sera.space.