Effective Date: 5 January 2025

Welcome to Resolva.

These Terms of Use constitute a legally binding agreement between you and Resolva Solutions Limited (Rc 9031012), a company
incorporated under the laws of the Federal Republic of Nigeria, governing your access to and use of the Resolva platform, website,
mobile applications, APIs, and related services.

1. Definitions

The following definitions and interpretations will apply in these Terms:

1.1 Account: Any user account created to access the Services.

1.2 Clawback Rights: The rights of Resolva to recover, withhold, reverse, offset, or adjust fiat or digital assets previously settled to a User,
merchant, or third party, in whole or in part, in connection with:

• detection of illicit or non-compliant digital assets;
• regulatory, legal, or compliance obligations; or
• errors, fraud, or breaches of these Terms.

1.3 Claims: Any claim, action, demand, proceeding, liability, loss, cost, or expense made or brought against Resolva, its affiliates, officers, directors, or employees, arising directly from the Services.

1.4 Force Majeure: Any event or circumstance beyond the reasonable control of Resolva, including, but not limited to acts of God, natural disasters, fire, flood, earthquake, or other catastrophes, war, armed conflict, terrorism, civil unrest, government action, or regulatory intervention, strike, lockout, labor dispute, or industrial action, failure, interruption, or degradation of telecommunications, internet, banking, or third-party services, and cybersecurity incidents, including but not limited to hacking, denial-of-service attacks, malware, ransomware, system compromise, or other unauthorized access, whether targeting Resolva, a bank, or third-party service provider.

1.5 High-Risk Wallet / Jurisdiction: Any wallet, addresses, or jurisdiction considered high-risk under AML, CFT, sanctions, or Resolva internal policies.

1.6 Personal Data: Any information relating to a User, as defined under applicable data protection laws.

1.7 Reversals: Any action by Resolva, a bank, or other financial institution to return funds previously settled, credited, or otherwise transferred to a User or third-party recipient, whether due to errors, non-compliance, regulatory intervention, or fraud.

1.8 Services: Digital asset settlement and off-ramp services provided by Resolva.

1.11 User: Any individual or legal entity accessing or using the Services.

2. Privacy Notice

Your use of the Services is subject to Resolva's Privacy Notice which sets out how we collect, process, retain, and disclose Personal Data. By using the Services, you consent to the collection, processing, retention, and disclosure for operational, legal, and compliance purposes in accordance with applicable law.

3. Amendment of Terms

Resolva may update, suspend or discontinue the Services, or amend these Terms at any time. Users will be notified via email or platform notice, and continued use of the Services after such notice constitutes acceptance of the updated Terms.

4. Services

4.1 Nature of Services
Resolva provides digital asset off-ramp and settlement services only. Resolva is not a custodial wallet, peer-to-peer exchange, broker, agent, fiduciary, or investment adviser. All transactions are conducted on a conversion and settlement basis. Any temporary pending, delayed, or suspended transaction status does not constitute custody, safeguarding, or trust over User funds.

4.2 Our Services

4.2.1 Personal Off-Ramp
Resolva enables personal off-ramping, allowing users to convert supported cryptocurrencies into fiat currency and receive settlement directly into their verified bank accounts.

4.2.2 Third-Party Payments
Resolva facilitates third-party payments, enabling users to transfer cryptocurrency, which is immediately converted into fiat currency, directly to the designated recipient's bank account, without requiring the sender or recipient to handle fiat transfers separately.

4.2.3 Merchant-Payment Acceptance
Resolva enables merchants to receive fiat settlement for digital asset payments.

4.3 Eligibility and Account Obligations: By opening an Account with us, you expressly warrant and represent that you:
1. are at least 18 years old and legally capable of entering these Terms;
2. provide accurate and complete information;
3. operate only one account and do not act for undisclosed third parties;
4. comply with all applicable laws and regulations;

4.3.1 Security and Compliance Notifications

Users must:
1. immediately notify Resolva of any unauthorized access, suspected compromise, or security breach affecting their Account. Prompt notification allows Resolva to take timely measures to protect assets, transactions, and the integrity of the Services; and

2. promptly update Resolva with any changes to their KYC, AML, or other regulatory information provided during account registration or verification. Failure to maintain accurate and up-to-date information may result in suspension, restriction, withholding, reversal, or other compliance actions as permitted under these Terms and applicable law.

5. Links to Other Websites and Services

The Services may include links to third-party websites. Resolva does not control, endorse, or guarantee these links or their content. Access is at your own risk.

6. Intellectual Property

All intellectual property in the Services remains the property of Resolva or its licensors. Users are granted a non-transferable, non-exclusive license to access and use the Services for personal or commercial purposes as permitted under these Terms.

7. General Terms

7.1 Limitation of Liability
7.1.1 To the maximum extent permitted by law, Resolva, our parent, subsidiaries, affiliates, our officers, directors, agents, joint ventures, employees, or suppliers, shall not be liable for indirect, incidental, consequential, punitive, or special damages, loss of profits, data, or goodwill, or losses arising from network failures, third-party systems, blockchain risks, regulatory actions, or compliance measures. Resolva's aggregate liability per incident shall not exceed fees paid by the User in the preceding three months.

7.1.2 For the avoidance of doubt, any withholding, reversal, clawback, suspension, delay, refusal, or reporting action taken by Resolva pursuant to Clause 8 (Compliance, Risk Allocation, and Illicit Digital Asset Controls) or Clause 12 (Limitation of Liability for Compliance Actions) shall be deemed actions taken in good faith for regulatory compliance purposes and shall not give rise to liability, damages, restitution, or claims for unjust enrichment, except where a court of competent jurisdiction finally determines that Resolva acted with gross negligence or wilful misconduct.

7.2 The Service is controlled and operated from facilities in Nigeria. Resolva makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable local laws and regulations.

7.3 Users/Merchants Liability

7.3.1 Users and Merchants remain fully liable for any losses, reversals, clawbacks, regulatory exposure, or enforcement actions arising from the transfer of illicit, misrepresented, or non-compliant digital assets, notwithstanding that fiat settlement may have occurred.

7.3.2 Users and Merchants must ensure the accuracy and lawfulness of Transaction Instructions; Resolva acts on instructions in good faith.

7.4 No Warranty
Services are provided "as is" without warranties, express or implied, including accuracy, completeness, or availability.

7.5 No Waiver
Our failure or delay to act with respect to a breach by you or others does not waive our right to act with respect to such breach or any subsequent or similar breaches.

8. Compliance, Risk Allocation, and Illicit Digital Asset Controls

8.1 Regulatory Compliance
8.1.1 Resolva operates as a digital asset offramp and settlement platform in compliance with Nigerian laws, regulations, and guidance, including AML, CFT, and sanctions obligations, and maintains a risk-based compliance program aligned with FATF standards.

8.1.2 Users acknowledge Resolva's obligation to implement controls to prevent illicit activity and to cooperate with competent authorities.

8.2 User Representations.

8.2.1 Users represent, warrant, and undertake that all digital assets transferred to a Resolva-designated wallet:
1. are lawfully owned and controlled;
2. are not linked to fraud, money laundering, terrorist financing, sanctions violations, proceeds of crime, or other unlawful activity;
3. are free of liens, restrictions, or third-party claims; and
4. do not originate from, pass through, or interact with high-risk or prohibited wallets, addresses, protocols, or jurisdictions.

8.2.2 These representations apply to personal, third-party, and merchant transactions.

8.3 Settlement and Transfer of Interest

8.3.1 Upon transfer of digital assets to a Resolva-designated wallet address and corresponding fiat settlement:
1. Legal and beneficial title to the digital asset passes to Resolva, subject to post-settlement compliance review; and
2. The User relinquishes all proprietary and beneficial interest in the digital asset, except to the extent Resolva exercises post-settlement review, withholding, reversal, or clawback rights under these Terms.

8.4 Post-Settlement Review and Clawback

8.4.1 Resolva may conduct post-settlement transaction reviews using blockchain analytics, internal risk systems, third-party compliance tools, and information obtained from financial institutions, regulators, or law enforcement.

8.4.2 Post-settlement reviews may be initiated where, including but not limited to:
1. new or updated intelligence becomes available;
2. a transaction is linked to a previously unknown high-risk wallet, protocol, or jurisdiction;
3. a regulatory inquiry, suspicious activity report, or law enforcement request arises; or
4. Resolva determines that continued reliance on the original settlement would expose it to legal, regulatory, or reputational risk.

8.4.3 Reviews may occur at any time after settlement, including after account suspension, closure, or termination.

8.5 Withholding, Reversal, and Clawback

8.5.1 Where a post-settlement review identifies digital assets or transactions as illicit, non-compliant, or otherwise in breach of these Terms or applicable law, Resolva may, in its discretion:
1. withhold pending or future fiat settlements;
2. reverse settlements not yet finally settled through the banking system;
3. set off amounts owed against future balances; or
4. claw back previously settled fiat amounts.

8.5.2 Users acknowledge that such actions may be taken without prior notice where required to comply with legal, regulatory, or law enforcement obligations.

8.5.3 The indemnification obligations under this Clause apply equally to transactions involving third-party payments and merchant settlements under Clause 9, including failed, reversed, withheld, or clawed-back settlements.

8.6 Notification and Review Timelines

8.6.1 Where reasonably permissible and not prohibited by law, Resolva will notify the User electronically that:
1. a post-settlement review has been initiated; or
2. a withholding, reversal, or clawback has occurred or is proposed.

8.6.2 Unless extended due to regulatory, law enforcement, or third-party dependencies, Resolva will seek to complete post-settlement reviews within thirty (30) business days of initiation.

8.6.3 The review period may be extended where:
1. additional information is required from the User or third parties;
2. external regulatory or law enforcement processes are ongoing; or
3. complexity of blockchain tracing or transaction layering necessitates further analysis.

8.6.4 Resolva shall have no obligation to disclose sensitive compliance methodologies, law enforcement requests, or confidential risk indicators.

8.7 User Challenge and Dispute Resolution for Clawbacks

8.7.1 A User may challenge a post-settlement clawback or withholding by submitting a written dispute within fourteen (14) days of notification, supported by credible documentation evidencing lawful source of funds and transaction purpose.

8.7.2 Resolva will review the dispute in good faith but retains sole discretion to determine compliance outcomes based on:
1. applicable laws and regulations;
2. regulatory guidance and risk-based assessments; and
3. obligations owed to banks, regulators, and competent authorities.

8.7.3 Resolva's determination following internal review shall be final for operational and compliance purposes, without prejudice to the User's right to pursue dispute resolution under Clause 14 of these Terms.

8.7.4 Nothing in this Clause limits Resolva's right or obligation to:
1. retain funds pending regulatory clearance;
2. report transactions to competent authorities; or
3. comply with lawful directives, freezes, or forfeiture orders.

8.7.5 Any internal review or reconsideration undertaken by Resolva under Clause 8.7 shall not constitute arbitration, adjudication, fiduciary review, or binding dispute resolution, and shall not impose any duty on Resolva beyond regulatory compliance obligations.

8.7.6 Any challenge, dispute, or submission by a User or Merchant relating to a transaction under Clause 9 shall not limit Resolva's authority to complete post-settlement reviews or to enforce withholding, reversal, or clawback actions.

8.8 Survival and Priority
The provisions of this Clause 8 shall survive settlement, account closure, termination, and the expiration of these Terms, and shall take precedence over any inconsistent provision relating to settlement finality.

8.9 Indemnification

8.9.1 Users shall indemnify and hold harmless Resolva, its affiliates, officers, and employees against any losses, fines, claims, or liabilities arising from:

• transfer of illicit or prohibited digital assets;
• false or misleading statements regarding source of funds or transaction purpose; or
• breaches of AML, CFT, sanctions, or financial crime laws.

9. Third-Party and Merchant Transactions

9.1 Third-Party Payments

9.1.1 Users remain solely responsible for the legitimacy, lawful source, and purpose of all digital assets transferred through the Services.

9.1.2 Resolva acts solely as a conversion and settlement intermediary and does not validate, guarantee, or assume responsibility for the underlying commercial transaction between a User and any third-party recipient.

9.1.3 Settlement to third-party fiat recipients may be delayed, withheld, reversed, or declined where required for compliance, investigation, banking constraints, or regulatory review.

9.1.4 All third-party payment transactions are subject to Resolva's post-settlement review, withholding, reversal, and clawback rights under Clause 8 (Compliance, Risk Allocation, and Digital Asset Control). Nothing in Clause 9 shall be construed as releasing any obligations set out under Clause 8.

9.2 Restricted and High-Risk Merchants

9.2.1 Resolva may restrict, suspend, or prohibit transactions involving merchants or business activities classified as restricted or high-risk under applicable law, banking partner requirements, or Resolva's internal risk policies.

9.2.2 Restricted or high-risk merchant categories may include, without limitation:

• gambling, betting, lotteries, and gaming services, solely to the extent that Resolva provides payment, or settlement infrastructure to merchants lawfully offering guidance, banking partner requirements, or Resolva's internal risk policies;
• adult or sexually explicit content or entertainment;
• weapons, firearms, ammunition, or military equipment;
• narcotics, controlled substances, or drug-related paraphernalia;
• unlicensed financial services, money services businesses, or investment schemes;
• cryptocurrency mixing, tumbling, obfuscation services, or anonymisation services;
• high-risk or prohibited jurisdictions under sanctions, FATF advisories, or Nigerian regulatory guidance;
• any other category deemed high-risk by Resolva based on evolving regulatory, banking, or compliance expectations.

9.2.3 Inclusion of a merchant or transaction within a restricted or high-risk category does not require prior notice and may be based on risk indicators identified before or after settlement.

9.2.4 Transactions involving restricted or high-risk merchants shall be deemed heightened-risk transactions for the purposes of Clause 8, and may give rise to enhanced monitoring, delayed settlement, post-settlement review, or clawback, without prior notice.

9.3 Merchant Obligations

9.3.1 Merchants acknowledge that:
1. customers may not be onboarded or vetted by Resolva;
2. Resolva relies on transaction monitoring and contractual safeguards rather than merchant-level customer due diligence; and
3. settlement may be suspended, delayed, reversed, or clawed back where transactions are suspected to involve illicit or non-compliant digital assets.

9.3.2 Merchants must promptly cooperate with all compliance reviews, information requests, and investigations.

9.3.3 Merchants expressly acknowledge and accept financial responsibility for any revenues, clawbacks, regulatory actions, or losses arising on transactions processed on their behalf, and agree that such liabilities are subject to indemnification obligations under Clause 8.5 and 7.3.

9.4 Failed or Reversed Third-Party Settlements

9.4.1 Where a third-party fiat settlement fails, is rejected by the receiving bank, or is reversed after initiation, Resolva may:
1. reattempt settlement where feasible; or
2. suspend further processing of the affected transaction and place the settlement amount in a temporary pending status within the settlement workflow, pending clarification or compliance review.

9.4.2 Resolva shall not be liable for settlement failures or reversals caused by:
1. incorrect or incomplete recipient details provided by the User or merchant;
2. bank restrictions, freezes, or compliance actions;
3. regulatory or sanctions screening outcomes; or
4. actions taken by third-party financial institutions.

9.4.3 Any internal withholding, or return of funds under this Clause may be accompanied by deductions, set-offs, or recovery actions pursuant to Clause 8.5 (Post-Settlement Review and Clawback).

9.5 Dispute Handling for Third-Party Transactions

9.5.1 Any dispute arising from an underlying commercial transaction between a User and a third-party recipient or merchant shall be resolved solely between those parties.

9.5.2 Resolva's role in dispute handling is limited to:
1. confirming whether the transaction was processed in accordance with these Terms; and
2. determining whether any compliance, settlement, or reversal action was required.

9.5.3 Resolva shall not adjudicate commercial disputes, quality of goods or services, non-performance, refunds, or contractual Terms between Users and their parties.

9.5.4 Where a dispute involves alleged illicit activity, fraud, or regulatory risk, Resolva may suspend processing, withhold funds, or report the matter to competent authorities pending resolution.

9.5.5 No dispute arising under this Clause 9 shall suspend, delay, or invalidate Resolva's compliance actions, indemnity rights, or clawback powers under Clause 8 or Clause 12.

9.6 Survival and Priority
The provisions of this Clause 9 shall survive settlement, reversal, account closure, and termination and shall take precedence over any inconsistent statement or transaction finality representations.

10. Monitoring, Reporting, and Information Sharing

10.1 Transaction Monitoring and Reporting
Users expressly consent to Resolva monitoring transactions, collecting, processing, and retaining transaction, identity, and account data, and filing regulatory, compliance, or suspicious activity reports with competent authorities, without notice, where required or permitted by law.

10.2 Information Sharing With Regulators and Third Parties

10.2.1 Resolva may share User data, transaction records, and related information with:

• Nigerian regulators, law enforcement agencies, and supervisory authorities;
• domestic and foreign financial institutions, correspondent banks, and payment partners; and
• foreign regulators, supervisory authorities, or law enforcement agencies, where such sharing is necessary or appropriate for:

• (i) compliance with AML, CFT, sanctions, or financial crime laws;
• (ii) cross-border transaction processing or settlement;
• (iii) responding to regulatory inquiries, information requests, or lawful directives; or
• (iv) mitigating legal, regulatory, or reputational risk.

10.2.2 Users acknowledge that cross-border transactions may require information sharing across multiple jurisdictions and regulatory regimes.

10.3 Cross-Border Data Transfers

10.3.1 Where Resolva transfers Personal Data outside the Federal Republic of Nigeria, such transfers shall be conducted in accordance with the Nigeria Data Protection Act 2023, regulations issued by the Nigeria Data Protection Commission (NDPC), and any applicable guidance on cross-border data transfers.

10.3.2 Resolva may transfer Personal Data to:

• countries, territories, or sectors designated by the NDPC as providing an adequate level of data protection; or
• jurisdictions recognised as operating data protection regimes substantially similar to or consistent with internationally accepted data protection standards, including where appropriate safeguards are in place.

10.3.3 Where Personal Data is transferred to a jurisdiction not formally designated as adequate, Resolva shall ensure that such transfer is subject to appropriate safeguards, which may include contractual protections, regulatory cooperation arrangements, or compliance obligations imposed on the receiving entity, as permitted under applicable law.

10.3.4 Notwithstanding the foregoing, Resolva may transfer Personal Data without additional user consent where such transfer is:

• necessary for compliance with legal or regulatory obligations, including AML, CFT, sanctions, or financial crime controls;
• required for cross-border transaction processing or settlement; or
• made pursuant to a lawful request, directive, or cooperation arrangement with a competent domestic or foreign authority.

10.3.5 Users acknowledge that cross-border data transfers undertaken for compliance, regulatory cooperation, or risk management purposes may occur without prior notice, to the extent permitted by law.

10.4 Data Protection Compliance
10.4.1 Resolva processes Personal Data in accordance with applicable Nigerian data protection laws, including the Nigeria Data Protection Act 2023, and any regulations or guidelines issued thereunder.

10.4.2 Nothing in these Terms limits Resolva's ability to process, disclose, or retain Personal Data where such processing is required to:

• comply with legal or regulatory obligations;
• prevent or detect fraud, financial crime, or sanctions violations; or
• cooperate with regulators, banks, or law enforcement authorities.

10.4.3 Users acknowledge that compliance-driven processing, retention, and disclosure of data may override individual data subject requests to the extent permitted by law.

10.5 Survival
The rights and obligations under this Clause 10 survive settlement, account closure, termination, and expiration of these Terms.

11. Suspension, Refusal, and Termination

11.1 Right to Suspend or Restrict
Resolva may suspend, restrict, or terminate a User's access to the Services, in whole or in part, where Resolva reasonably determines that:

• the User has breached these Terms;
• the User's activity presents legal, regulatory, financial, or reputational risk;
• the User is suspected of involvement in fraud, money laundering, terrorist financing, sanctions violations, or other financial crime; or
• such action is required by law, regulation, court order, or directive of a competent authority.

11.2 Notice and Communication
11.2.1 Except in High-Risk Cases (as defined below), Resolva shall use commercially reasonable efforts to provide the User with prior notice of suspension or restriction, including the reason for such action and, where appropriate, steps the User may take to remedy the issue.

11.2.2 Where prior notice is not reasonably practicable, Resolva shall notify the User promptly after the suspension or restriction has taken effect, unless prohibited by law or regulatory directive.

11.3 High-Risk Cases
For the purposes of this Clause 11, "High-Risk Cases" include circumstances where:

• immediate action is necessary to comply with AML, CFT, sanctions, or financial crime obligations;
• there is a risk of asset dissipation, regulatory breach, or further unlawful activity;
• Resolva is subject to a confidentiality, tipping-off, or non-disclosure obligation; or
• Resolva acts pursuant to a lawful request or instruction from a regulator, bank, or law enforcement agency.

In such cases, Resolva may suspend or restrict the Services without prior notice, and any communication to the User may be delayed or limited as required by law.

11.4 Duration and Review
11.4.1 Suspensions or restrictions shall remain in effect for such period as Resolva reasonably considers necessary to:

• complete internal reviews or investigations;
• comply with regulatory or legal obligations; or
• mitigate identified risks.

11.4.2 Resolva may lift, modify, or escalate the suspension or restriction at its discretion, including proceeding to termination where appropriate.

11.5 No Liability for Compliance Actions
Resolva shall not be liable for any loss, damage, or inconvenience arising from any suspension, restriction, or termination carried out in accordance with this Clause 11, to the extent permitted by law.

11.6 Any suspension, restriction, or termination effected under this Clause 11 shall be deemed a Compliance Action for the purposes of Clauses 12, and shall be subject to the exclusions, limitations, and liability caps set out therein.

11.7 For the avoidance of doubt, actions taken under Clause 8 (including post-settlement reviews, withholding, reversals, or clawbacks) are independent of, and do not require, suspension, restriction, or termination under this Clause 11. Suspension or termination under Clause 11 shall not limit Resolva's rights to conduct post-settlement compliance actions under Clause 8, and vice versa.

12. Limitation of Liability for Compliance Actions

12.1 Resolva shall not be liable for any loss, delay, withholding, reversal, clawback, account restriction, or reporting arising from actions taken in good faith to comply with applicable laws, regulatory obligations, risk management frameworks, or lawful directives from competent authorities, including actions taken under Clause 8, whether or not such actions ultimately result in regulatory enforcement.

12.2 For the avoidance of doubt, the User's indemnity obligations apply to claims, losses, liabilities, costs, and expenses arising out of or relating to any suspension, restriction, or termination of the Services carried out under Clause 11, including where such action affects pending, delayed, or failed transactions.

12.3 Clause 12 also applies to all compliance actions taken in connection with third-party payments and merchant transactions under Clause 9.

12.4 Without limiting the foregoing, Resolva shall have no liability arising from or relating to any suspension, restriction, or termination under Clause 11, including any resulting delay, failure, reversal, or non-execution of a transaction, except to the extent such liability cannot be excluded under applicable law.

13. Fiduciary and Brokerage Services

13.1 Resolva does not offer or provide any fiduciary or brokerage services, which may include investment advice and portfolio management, in conjunction with the Services or your use of the Services.

13.2 By using or allowing any person, fiduciary service provider or broker to operate or use your user account, you do so solely at your own risk, and we will have no liability or obligation to you whatsoever concerning such operation or use of your user account.

14. Dispute Resolution

14.1 Contact Resolva First
If a dispute arises between you and Resolva, our goal is to learn about and address your concerns and, if we are unable to do so to your satisfaction, to provide you with a neutral and cost effective means of resolving the dispute quickly. Disputes between you and Resolva regarding the Resolva Services may be reported to ____________ at any time.

14.2 Mediation
If a Party determines after negotiating in good faith for a period of fourteen (14) days, that any disputes or differences which may arise between the parties out of this Terms cannot be resolved through negotiation, such matters shall be settled by mediation. Online mediation processes may be deployed. If mediation also fails or both parties fail to agree on a mediator within another 14 days after the initial 14 days, parties shall apply to Lagos Multi-Door Court (LMDC) for dispute resolution under the LMDC Mediation Procedure Rules or such other rules mutually agreed by the Parties. The proceedings shall be conducted in English Language and the Laws of the Federal Republic of Nigeria shall apply.

14.3 Arbitration
14.3.1 If a dispute has not been resolved through negotiation (Clause 14.1) or mediation (Clause 14.2), the Parties agree that arbitration shall be the primary method for final dispute resolution, conducted in accordance with the applicable rules under Nigerian law.

14.3.2 Litigation in the courts of Nigeria may only be pursued as a fallback in circumstances where arbitration is unavailable, unenforceable, or a party seeks urgent interim or injunctive relief that cannot be obtained through arbitration.

14.4 Governing Law & Jurisdiction
These terms and conditions are governed by and construed in accordance with the laws of the Federal Republic of Nigeria and you irrevocably submit to the exclusive jurisdiction of the courts in that State or location.

14.5 Confidentiality
All Alternative Dispute Resolution (ADR) proceedings and all information submitted in connection therewith shall be deemed confidential and may not be disclosed to any person not a party to the proceedings, except as required by applicable law, regulation, or court order. All communications, whether written or oral, made in the course of or in connection with the Claim and its resolution, by or on behalf of any party or by the arbitrator or a mediator, including any arbitration award or judgment related thereto, are confidential and inadmissible for any purpose, including impeachment or estoppel, in any other litigation or proceeding; provided that evidence shall not be rendered inadmissible or non-discoverable solely as a result of its use in the dispute resolution proceedings.

14.6 Improperly Filed Litigation
All claims against Resolva must comply with the provisions of this Terms. Any claim filed in violation of these provisions is deemed improperly filed and a breach of these Terms. If you fail to promptly withdraw such a claim after written notice from Resolva, Resolva may recover reasonable attorneys' fees and costs, including in-house counsel and paralegals.

14.7 Time Limitation
You agree that any cause of action arising out of or related to the services must commence within one (1) year after the cause of action arises; otherwise, the cause of action is permanently barred.

14.8 Class Actions
Any arbitration under these Terms will only be on an individual basis. Class arbitrations, class actions, private-attorney general actions, and consolidation with other arbitrations are not permitted, and you are waiving your rights to have your case decided by a jury (assuming the jurisdiction operates a jury system) and you are also waiving your right to participate in a class action against Resolva.

15. Miscellaneous

15.1 Entire Terms
These Terms constitute the entire Terms and understanding between you and Resolva with respect to their subject matter and supersede any and all earlier discussions, Terms, and understandings of any kind between you and Resolva (including but not limited to any earlier versions of these Terms).

15.2 Severability
If any provision of these Terms is found to be illegal, invalid, or unenforceable, in whole or in part, it shall be severed or modified to the minimum extent necessary to make it valid and enforceable, without affecting the remaining provisions, which shall remain in full force and effect.

15.3 Assignment
You may not assign or transfer any of your rights or obligations under these Terms without Resolva's prior written approval. You give Resolva approval to assign or transfer these Terms in whole or in part, including but not limited to: (i) a subsidiary or affiliate; (ii) an acquirer of Resolva's assets, business, or equity; or (iii) a successor by merger.

15.4 Change of control
In the event that Resolva is acquired by or merged with a third party, we reserve the right to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control.

15.5 Force Majeure
Has the meaning given in Clause 1.4.

15.6 Survival
All provisions of these Terms that by their nature extend beyond the expiry or termination of these Terms, including but not limited to, sections relating to the suspension or termination of your Resolva Account, use of the Resolva Site, intellectual property, disputes with Resolva, representations, warranties, indemnities, compliance obligations, monitoring rights, and clawback provisions, and general provisions, shall survive the termination of these Terms.

15.7 Headings
Section headings in these Terms are for convenience only, and shall not govern the meaning or interpretation of any provision of these Terms.