Tierlock Terms of Service

Last Updated: May 5, 2026

These Operator Terms of Service, together with Appendix A attached hereto and any other documents expressly incorporated by reference (collectively, these “Terms”), are a binding legal agreement between Tierlock LLC, a Wyoming limited liability company (“Tierlock,” “Company,” “we,” “us,” or “our”), and the operator accepting these Terms (“Operator,” “you,” or “your”). These Terms govern your access to and use of Tierlock’s operator-facing website, onboarding flows, system access, TEU-related functionality, payment-related functionality, settlement support, and related services made available to operators (collectively, the “Service”).

BY CLICKING TO ACCEPT, ENROLLING AS AN OPERATOR, ACCESSING OR USING THE SERVICE, OR OTHERWISE INDICATING YOUR ACCEPTANCE OF THESE TERMS, YOU AGREE TO BE BOUND BY THEM. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SERVICE.

IMPORTANT OPERATOR NOTICES: TIERLOCK IS NOT THE PROVIDER OF YOUR SWEEPSTAKES, GAMES, PROMOTIONS, PRIZES, OR OTHER OPERATOR OFFERINGS. YOU REMAIN SOLELY RESPONSIBLE FOR YOUR OPERATOR SITE, YOUR OPERATOR OFFERINGS, YOUR REQUIRED DISCLOSURES, YOUR SWEEPSTAKES COMPLIANCE, AND YOUR TREATMENT OF TEUS AND TIERLOCK MEMBERS AS REQUIRED BY THESE TERMS AND SWEEPSTAKES LAW WHERE YOUR SERVICES ARE OFFERED. TIERLOCK MAY ACT AS MERCHANT OF RECORD IN THE PAYMENT PROCESSING CHAIN FOR APPLICABLE TRANSACTIONS, BUT PAYMENT PROCESSING IS PERFORMED BY INDEPENDENT THIRD-PARTY PAYMENT PROCESSORS. APPENDIX A GOVERNS PAYMENT, WALLET, REVERSAL, SETTLEMENT, HOLD, RESERVE, SETOFF, AND RELATED FUNDS-FLOW MATTERS.

DEFINITIONS

1.1 "AGO" means an authorized third-party operator, platform, or counterparty that offers games, sweepstakes, promotions, prizes, digital goods, or other offerings to Tierlock Members accessible through or in connection with the Service and who have agreed to these terms of service.

1.2 “AMOE” means an alternative method of entry offered in connection with an Operator Offering.

1.3 “Appendix A” means the payment, wallet, reversal, and settlement appendix incorporated into these Terms.

1.4 “Confidential Information” has the meaning set forth in Section 10.

1.5 “Discount” means the deduction from the face value of a Transaction that applies to settlement from Tierlock to Operator as disclosed through the Service or otherwise made part of the operator pricing terms.

1.6 “Member” or “Tierlock Member” means an individual who has signed up with Tierlock and has been approved for access to environments similar to Operator’s environment through Tierlock’s systems.

1.7 “Operator Offering” means any game, sweepstakes, promotion, contest, pool, prize program, digital good, service, or other offering made available by Operator through the Operator Site or Operator Environment.

1.8 “Operator Site” or “Operator Environment” means the website, application, platform, or game environment through which Operator makes Operator Offerings available.

1.9 “Payment Processor” means any third-party payment processor, network, bank, gateway, wallet provider, or similar service provider used in connection with the Service.

1.10 “Service” means Tierlock’s operator-facing onboarding, TEU-related, AMOE, payment-related, settlement-related, and related technical or intermediary services made available to Operator under these Terms.

1.11 “TEU” means a non-transferable, limited-purpose access credential issued by Tierlock that authorizes a Tierlock Member to access the Operator Environment and enter Operator Offerings, subject to these Terms.

1.12 “Transaction” means a member-authorized transaction in connection with an Operator Offering that is supported through the Service.

1.13 “USDC” means USD Coin or any other stablecoin expressly approved by Tierlock for use under the Service.

ACCEPTANCE, ELIGIBILITY, AND OPERATOR ACCOUNT

2.1 Acceptance of Terms.

Operator accepts these Terms by clicking to accept them, enrolling in the Service, accessing or using operator-facing functionality, or otherwise indicating acceptance electronically. Notwithstanding the foregoing, Operator's access to the Service is conditioned on Tierlock's prior written or electronic approval, which Tierlock may grant or withhold in its sole discretion. These Terms do not take effect until Tierlock provides such approval.

2.2 Authority to Bind.

Operator represents and warrants that the individual accepting these Terms has full authority to bind Operator to them.

2.3 Eligibility.

Operator must be a legally formed business entity or other legally recognized person in good standing and must not be barred from using the Service under applicable law.

2.4 Operator Information.

Operator agrees to provide accurate, current, and complete information in connection with onboarding and ongoing use of the Service, and to keep that information updated.

2.5 Security and Access Credentials.

Operator is responsible for maintaining the confidentiality of its credentials, account-access methods, devices, and internal access controls and for all activity occurring through its operator account unless prohibited by applicable law.

2.6 Changes to Terms.

Tierlock may modify these Terms from time to time by posting updated terms through the Service and, where appropriate, sending notice to Operator’s account email or through the Service. Unless stated otherwise, modifications become effective on the date stated in the updated terms. Continued use of the Service after the effective date constitutes acceptance of the updated terms.

BUSINESS CONTEXT AND SERVICE MODEL

3.1 Business Context.

Operator is in the business of providing online entertainment to members of the public, including promotional sweepstakes programs that may require an AMOE in order to support treatment as legal sweepstakes in many of the states in which Operator offers its products.

3.2 Tierlock’s Role.

Tierlock provides account-related, qualification-related (including AMOE), TEU-related, payment-related, settlement-related, and other intermediary or technical services in connection with Operator and Tierlock Members.

3.3 Tierlock Members.

Tierlock Members are individuals who have signed up with Tierlock to provide qualification for game environments similar to Operator’s environment and who may be accepted by Operator as satisfying the Tierlock-side qualification structure described in these Terms.

3.4 No Partnership or General Agency.

Except to the limited extent expressly described in these Terms and Appendix A with respect to certain payment or settlement flows, nothing in these Terms creates a partnership, joint venture, employment, or general agency relationship between Tierlock and Operator.

3.5 Merchant of Record; Not the Payment Processor.

In connection with applicable Transactions, Tierlock may act as merchant of record in the payment processing chain. Payment processing itself is performed by independent third-party Payment Processors under their own terms and policies. Tierlock’s merchant-of-record role does not make Tierlock the provider of any Operator Offering. Dispute facilitation, chargeback coordination, representment positions, and related documentation obligations are governed by Appendix A.

3.6 AGO and Operator Responsibility.

Operator remains solely responsible for the Operator Site, Operator Offerings, sweepstakes rules, disclosures, prize structures, AMOE treatment on the Operator side, and compliance of Operator Offerings with applicable law.

TERM AND TERMINATION

4.1 Term.

The term of these Terms begins when Operator accepts them and continues for ten (10) years unless terminated earlier in accordance with these Terms.

4.2 Termination on Notice.

Either party may terminate these Terms on five (5) days’ written notice to the other party.

4.4 Tierlock Suspension Rights.

Tierlock may suspend, restrict, or terminate Operator’s access to the Service immediately if Tierlock reasonably believes that Operator poses legal, compliance, fraud, security, processor, network, or operational risk, or has violated these Terms or applicable law.

4.5 Effect of Termination.

Upon termination or suspension, Tierlock may disable Operator’s access to the Service, suspend or cancel pending Transactions or settlements to the extent permitted by Appendix A, and enforce any obligations or rights that by their nature should survive termination.

4.6 Survival.

Sections relating to payment and settlement obligations, confidentiality, member data, intellectual property, indemnification, dispute resolution, and any other provisions that by their nature should survive will survive termination.

SYSTEM ACCESS, TEUS, AND AMOE

5.1 Operator Access Obligation.

Operator agrees to provide access to its game environment to all Tierlock Members by utilization of a Tierlock-issued token known as a TEU.

5.2 TEU Rights Equivalence.

A TEU shall authorize entry with full rights to all parts of the Operator Site or Operator Environment that are open to the public, with no additional cost or requirement.

5.3 Daily TEU Acceptance.

Operator shall accept at least one TEU per day as the equivalent of a single entry into any and all promotional sweepstakes contests made available through the Operator Site, without any additional cost or obligation to the Member.

5.4 Free Access Concept.

Tierlock may charge Members for TEUs, but Tierlock shall maintain a system by which TEUs may be acquired without cost to the Member. A person may become a Tierlock Member and acquire TEUs without payment to Tierlock or anyone else.

5.5 AMOE Treatment.

Operator acknowledges that TEUs and related Tierlock entry mechanics are intended to support an AMOE structure. Operator remains solely responsible for its own sweepstakes rules, disclosures, site implementation, and legal compliance.

TRANSACTIONS, STABLECOIN SETTLEMENT, AND FEES

6.1 Transactions with Members.

Operator may enter into Transactions with Members for the purchase of Operator products or services through the Operator Site.

6.2 USD Denomination.

The agreed value of each Transaction between Operator and a Member shall be expressed in United States Dollars (USD).

6.3 Stablecoin Translation.

The value of the Transaction may be translated into USDC or another Tierlock-approved stablecoin fixed in value to USD at a one-to-one ratio to USD. Tierlock is not responsible for any gain or loss in the value of USDC or any other supported stablecoin resulting from a depeg event, blockchain congestion, protocol failure, or third-party infrastructure failure occurring after a Transaction is initiated. Any such gain or loss is borne solely by Operator.

6.4 Settlement Net of Discount.

Subject to Appendix A, Tierlock shall settle to Operator the agreed USDC value less any applicable Discount as in effect at the time of the Transaction and disclosed through the Service or otherwise made part of the operator pricing terms.

6.5 Member Service Fee.

Tierlock may charge Members a service fee in addition to any applicable Discount to Operator.

6.6 Discount Disclosure by Operator.

Tierlock may advise Members of the existence of a Discount, but Operator is responsible for providing notice of the exact discount percentage or pricing system applicable to the Member’s Transaction at the time of the Transaction with the Member.

6.7 Blockchain Record.

The settlement relationship between Operator and Tierlock may be recorded in blockchain or similar distributed-ledger systems for the benefit of the Member and Operator, as supported by the Service.

6.8 Appendix A Controls.

All matters relating to payment authorization, conditionality of settlement, reserves, holds, Payment Reversals, chargebacks, setoff, reimbursement, clawback, payout timing, finality, and related funds-flow mechanics are governed by Appendix A.

OPERATOR WEBSITE POSTINGS

7.1 Posting Obligation.

Operator agrees to post on the Operator Site the disclosures, notices, or content required by Tierlock from time to time in connection with the Service.

7.2 Current Placeholder Items.

Tierlock shall deliver the required transaction and site-entry disclosures through a Tierlock-controlled transition interface at the point of Member handoff from Tierlock to the Operator Site. Operator's obligation to post such disclosures is suspended for any disclosure Tierlock delivers through that interface. If Tierlock notifies Operator that it is not delivering a particular disclosure through the interface, Operator shall post that disclosure within ten (10) days of notice in the location and format specified by Tierlock.

7.3 Operator Responsibility.

Operator is solely responsible for implementing and maintaining required postings on the Operator Site in the manner required by Tierlock and applicable law.

OPERATOR WARRANTIES

8.1 TEU Sweepstakes Acceptance.

Operator warrants that any entry token represented by a Tierlock TEU will be accepted with all the rights and privileges of a sweepstakes entry received from any other means and may be utilized for entry into each and every contest or promotion on the Operator Site at the time of entry.

8.2 Immediate Entry.

Operator warrants that any non-expired Tierlock TEU presented by a Tierlock Member will immediately allow the Tierlock Member, upon entry into the Operator Site, to enter any sweepstakes contest, promotion, or pool available on the Operator Site at the time of such entry.

8.3 No Excluded Predetermined-Prize Pools.

Operator warrants that there is no sweepstakes pool with predetermined prizes that may not be entered through the use of a Tierlock TEU by a Tierlock Member.

8.4 Sweepstakes Compliance.

Operator warrants that, except for the addition of an AMOE that provides free entry, all sweepstakes contests and pools meet the sweepstakes requirements of any state or location in which they are offered.

8.5 Continuing Nature of Warranties.

Each warranty in this Section 8 is made at acceptance and on a continuing basis throughout the term. Operator shall promptly notify Tierlock in writing if any warranty becomes or is likely to become untrue. Operator acknowledges that breach of Sections 8.1 through 8.3 may cause irreparable harm to Tierlock and Tierlock Members for which monetary damages may be inadequate, and Tierlock shall be entitled to seek injunctive or other equitable relief without bond in addition to any other available remedy.

TIERLOCK WARRANTY

9.1 AMOE System Warranty.

Tierlock will use commercially reasonable efforts to maintain an AMOE system designed to provide Members free access to TEUs such that each Member may, with minimal effort, obtain a TEU with no cost to the Member. Tierlock does not warrant any specific fulfillment timeline and may modify the AMOE system at any time in its sole discretion.

9.2 Transition Interface.

Tierlock will use commercially reasonable efforts to maintain a transition interface delivering the following disclosures to Members at the point of handoff to the Operator Site:

(a) Transaction Disclosure: "This transaction is between you and [Operator Name]. Tierlock, LLC appears as merchant of record in the payment processing chain only. Payment processing is performed by independent third-party processors under their own terms. Tierlock may facilitate payment disputes and chargebacks in that capacity, and by proceeding you agree to be bound by Tierlock's good-faith determination in any such dispute as set forth in the applicable terms of service."

(b) Entry Disclosure: "Your access to this site has been facilitated by Tierlock, LLC, which has provided the age verification this site requires. By continuing, you confirm you are at least 21 years old. Your Tierlock entry token entitles you to one free sweepstakes entry, usable alone or in combination with other entries acquired through other means, subject to Operator's sweepstakes rules."

Tierlock makes no warranty as to the uptime or continuity of the transition interface and may modify disclosure content and delivery method at any time in its sole discretion. If the transition interface is unavailable for any reason, Operator's posting obligation under Section 7 is reinstated until Tierlock restores delivery.

CONFIDENTIALITY AND LIMITED PUBLICITY

10.1 Confidential Information.

Each party may receive non-public information from the other relating to the other party’s business, operations, products, services, systems, pricing, users, legal or compliance matters, and the terms of these Terms. Without limitation, these Terms, pricing and Discount terms, compliance materials, and Tierlock’s system materials, processes, and related documentation are Confidential Information.

10.2 Use Restriction.

The receiving party shall use the disclosing party’s Confidential Information solely as necessary to perform, enforce, or exercise its rights under these Terms and for no other purpose, and shall not use such Confidential Information to compete with, circumvent, or reverse engineer the disclosing party’s systems, processes, or business arrangements.

10.3 Permitted Disclosures.

The receiving party may disclose Confidential Information only to its employees, contractors, attorneys, accountants, and advisors who have a need to know such information for purposes of these Terms and who are bound by confidentiality obligations at least as protective as those set forth herein.

10.4 Standard Exclusions.

Confidential Information does not include information that: (a) is or becomes publicly available through no wrongful act of the receiving party; (b) was lawfully known to the receiving party without restriction before receipt from the disclosing party; (c) is lawfully received from a third party without breach of any duty of confidentiality; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

10.5 Compelled Disclosure.

If the receiving party is required by law, regulation, or court order to disclose Confidential Information, it may do so only after giving prompt notice to the disclosing party, unless legally prohibited, and reasonably cooperating with the disclosing party’s efforts to limit or protect the disclosure, at the disclosing party’s expense. Nothing in this section shall limit or restrict a Party from complying with its legal reporting and notice requirements to any government or regulatory agency.

10.6 Return or Destruction.

Upon termination of these Terms and upon written request, the receiving party shall promptly return or destroy the disclosing party’s Confidential Information, except for copies required to be retained by law or maintained in routine archival systems not readily accessible in the ordinary course of business.

10.7 Injunctive Relief.

Each party acknowledges that unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages may be inadequate, and the disclosing party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

10.8 Survival.

The obligations of this Section survive termination of these Terms for five (5) years, except that trade secrets remain protected for so long as they qualify as trade secrets under applicable law.

10.9 Limited Publicity.

Neither party may use the other party’s name, logo, trademarks, or service marks in advertising, marketing, website postings, press releases, or other public statements without the other party’s prior written consent; provided, however, that Tierlock may identify Operator by name and logo solely as a participating operator in Tierlock’s website and ordinary marketing materials unless Operator opts out by written notice to Tierlock.

MEMBER DATA

11.1 Tierlock Member Data.

In the course of the Service, Tierlock obtains and maintains individual data regarding Members. Tierlock owns all right, title, and interest in and to its compiled Member database and all data, analytics, and metadata derived therefrom, subject to applicable individual data-subject rights under applicable law.

11.2 Operator Data-Collection Restriction.

Other than the name of the Member, the jurisdiction in which the Member resides, and activity of the Member on or specifically related to the Operator Site or Operator Environment, Operator shall not collect individual data about the Member.

11.3 Acknowledgment.

Operator acknowledges that Tierlock's compiled Member database and all derived data are proprietary to Tierlock, and Operator acquires no ownership interest therein through these Terms.

11.4 Security Incidents.

In the event of a security incident involving unauthorized access to Member data processed in connection with the Service, Tierlock will provide notification to Operator as required by applicable law. Tierlock's liability for any security incident is subject to the limitations set forth in Section 15. Tierlock's notification obligation under this Section is subject to any applicable law, law enforcement request, or court order limiting or prohibiting disclosure.

INTELLECTUAL PROPERTY

12.1 Tierlock IP.

Tierlock and its licensors own all right, title, and interest in and to the Service and all related software, interfaces, workflows, tokens, documentation, materials, marks, and other technology made available by Tierlock.

12.2 Limited License.

Subject to these Terms, Tierlock grants Operator a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Service solely for Operator’s participation in the Service.

12.3 Restrictions.

Operator may not copy, modify, distribute, sell, lease, reverse engineer, decompile, disassemble, create derivative works from, or otherwise exploit the Service or any part of it except as expressly permitted by these Terms.

12.4 Feedback.

If Operator submits suggestions, ideas, comments, or other feedback regarding the Service, Operator grants Tierlock a worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free right to use, disclose, reproduce, modify, commercialize, and otherwise exploit that feedback for any purpose without compensation or attribution.

ACCEPTABLE USE AND OPERATOR RESPONSIBILITIES

13.1 Lawful Use.

Operator may use the Service only for lawful purposes and in accordance with these Terms and applicable law.

13.2 Operator Obligations.

Operator is responsible for its Operator Site, Operator Offerings, required disclosures, sweepstakes rules, promotions, prizes, site conduct, compliance, tax treatment, and all other AGO-side or operator-side obligations.

13.3 Prohibited Conduct.

Operator may not: (a) violate law or regulation; (b) engage in fraud, deception, or money laundering; (c) misuse TEUs or Tierlock Member access; (d) circumvent Tierlock’s payment, access, reserve, or compliance controls; (e) scrape, reverse engineer, decompile, disassemble, or interfere with the Service; (f) misuse Tierlock Confidential Information or Member data; or (g) use the Service in a manner that exposes Tierlock, Members, Payment Processors, or other parties to legal, compliance, fraud, or operational risk.

13.4 No Guarantee by Tierlock.

Tierlock does not guarantee that Transactions will succeed, that payment processing will be uninterrupted, that processors or blockchain infrastructure will remain continuously available, or that any legal/compliance issue affecting Operator’s business will be resolved by the Service.

13.5 Cooperation.

Operator shall cooperate promptly with Tierlock in connection with verification requests, processor inquiries, dispute handling, Payment Reversal investigations, compliance reviews, website-posting corrections, and legal or regulatory inquiries relating to the Service. In connection with any Payment Reversal, chargeback, or processor inquiry, Operator shall provide all requested documentation within five (5) business days of Tierlock's written request, or such shorter period as applicable processor or network rules require.

13.6 Audit Right.

Upon reasonable prior written notice, Tierlock may audit or require Operator to provide written certification of Operator's compliance with its TEU acceptance and warranty obligations under Sections 5, 6 and 8. Operator shall cooperate and provide supporting documentation within ten (10) business days of request.

INDEMNIFICATION

14.1 Operator Indemnity.

Operator agrees to defend, if Tierlock so requires and with counsel selected by Tierlock, indemnify, and hold harmless Tierlock, its subsidiaries, related and affiliated companies, and their respective officers, directors, managers, shareholders, agents, employees, contractors, successors, and assigns from and against any and all third-party claims, demands, suits, judgments, losses, damages, costs, and expenses, including reasonable attorneys’ fees and expenses incurred in enforcing these Terms or pursuing rights under this Section, arising directly or indirectly from: (a) any act, error, or omission of Operator or its officers, directors, agents, contractors, invitees, or employees; or (b) any breach of Operator’s obligations, warranties, or representations under these Terms. Tierlock may assume exclusive defense and control of any matter subject to indemnification under this Section, and Operator agrees to cooperate with Tierlock in the defense of such matter at Operator's expense. Operator may not settle any matter subject to this Section without Tierlock's prior written consent if the settlement admits fault by Tierlock or imposes any obligation on Tierlock.

14.2 Tierlock Indemnity.

Tierlock will indemnify and hold harmless Operator and its officers, directors, agents, and employees from and against third-party claims arising directly from Tierlock's gross negligence or willful misconduct, subject to the liability cap in Section 15.4 and the payment-risk allocations in Appendix A.

14.3 Appendix A Overlay.

To the extent Appendix A allocates specific payment, reserve, chargeback, reversal, clawback, or settlement-related risks, those Appendix A provisions control as to that subject matter.

DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

15.1 As Is / As Available.

To the maximum extent permitted by law, the Service is provided “as is” and “as available,” and Tierlock disclaims all warranties, express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement, except as expressly stated in these Terms.

15.2 No Guarantee of Results.

Tierlock does not warrant uninterrupted service, error-free operation, continuous processor availability, uninterrupted blockchain infrastructure, or legal sufficiency of Operator’s sweepstakes implementation.

15.3 Excluded Damages.

To the maximum extent permitted by law, neither party will be liable to the other for indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, goodwill, or business opportunity, arising out of or relating to these Terms, except to the extent caused by gross negligence, willful misconduct, or liability that cannot be limited by law.

15.4 Liability Cap.

To the maximum extent permitted by law, each party's aggregate liability arising out of or relating to these Terms will not exceed the greater of (a) the total Discounts and fees paid or payable by Operator to Tierlock in the six (6) months before the event giving rise to the claim, or (b) one thousand dollars ($1,000.00), except for gross negligence, willful misconduct, indemnification obligations, payment obligations expressly owed under Appendix A, or liability that cannot be limited by law.

15.5 Savings Clause.

Nothing in these Terms excludes or limits liability to the extent such exclusion or limitation is prohibited by applicable law.

DISPUTE RESOLUTION

16.1 Agreement to Arbitrate.

If the parties are unable to resolve any dispute informally, the dispute shall be submitted to binding arbitration.

16.2 Arbitration Rules and Forum.

Before either party initiates arbitration or court proceedings, that party must send a written notice describing the dispute and requested relief to the other party. If the parties do not resolve the dispute within forty-five (45) days after notice, either party may pursue arbitration or other relief as permitted by these Terms. The arbitration shall be initiated and conducted according to either the American Arbitration Association (AAA) Commercial Rules.

16.3 Seat and Arbitrator.

The arbitration shall be conducted in Denver, Colorado, applying Wyoming law before a single neutral arbitrator appointed in accordance with the applicable Arbitration Rules.

16.4 Class and Collective Waiver.

The parties agree that each may bring claims against the other only in their individual capacities and may not act as a plaintiff or class member in any purported class or collective proceeding or bring or pursue any such action. By accepting these Terms, each party specifically waives any right to participate in any class action or collective action relating to claims subject to arbitration.

16.5 Arbitration Clause Precedence and Severability.

If any portion of the arbitration clause is declared invalid or unenforceable, that provision or portion thereof shall be severed and the remainder shall remain enforceable to the maximum extent possible, with the parties’ intent to resolve disputes by binding arbitration preserved to the fullest extent permitted.

16.6 Arbitrator Authority.

Pursuant to the incorporation of the applicable AAA Commercial rules, the arbitrator shall have exclusive authority to resolve disputes over the validity or enforceability of these arbitration provisions, including the arbitrability of any claim, and any award may be entered as a judgment in any court having jurisdiction.

16.7 Jury-Trial Waiver.

By accepting these Terms, each party specifically waives any right to litigate arbitrable claims in a court of law and waives any right to trial by jury.

16.9 Mass Arbitration Procedures.

If twenty-five (25) or more similar arbitration demands are asserted against Tierlock by or on behalf of different AGOs and such claims are coordinated or brought by the same or coordinated counsel, the parties agree that the claims will be administered in batches of ten (10) cases at a time, with the first batch serving as bellwether cases. No additional batches may proceed until the first batch is completed and the parties engage in good-faith mediation regarding the remaining claims. Stayed claims will remain tolled to the extent provided by applicable law or AAA rules. The arbitration provider may apply any applicable supplementary mass-arbitration procedures, and Tierlock will not be required to pay fees for stayed cases beyond what the applicable rules require. To the extent any applicable law requires the payment of arbitration fees within a specified period as a condition of maintaining the right to compel arbitration, Tierlock will comply with such requirements notwithstanding any stay or deferral described in this Section.

NOTICES AND GENERAL TERMS

17.1 Notices.

All communications required by or permitted under these Terms must be sent by email, overnight mail, certified mail, messenger, or other method supported by written confirmation of delivery, to the notice address or email provided through onboarding or otherwise designated by the receiving party.

17.2 Governing Law.

These Terms are governed by the laws of the State of Wyoming applicable to contracts entered into and wholly performed in that State, without giving effect to conflict-of-laws principles.

17.3 Electronic Acceptance.

These Terms may be accepted electronically, and electronic acceptance is valid and enforceable to the same extent as a handwritten signature.

17.4 Severability.

If any provision of these Terms is adjudicated to be void, illegal, invalid, or unenforceable, the remaining provisions remain valid and enforceable to the fullest extent permitted by law.

17.5 Entire Agreement.

These Terms, together with Appendix A and any other documents expressly incorporated by reference, contain the entire understanding of the parties relating to their subject matter and supersede all prior and contemporaneous written and oral proposals, discussions, and agreements relating to that subject matter.

17.6 Amendment.

These Terms are effective as of the Last Update date on page one. Tierlock may amend these Terms by posting updated terms through the Service and/or, where appropriate, sending notice to Operator. Continued use after the effective date of the updated terms constitutes acceptance of the amendment. Notwithstanding the foregoing, any amendment materially adverse solely to Operator-specific economic terms may require express assent through the Service.

17.7 Assignment.

Operator may not assign or transfer these Terms without Tierlock’s prior written consent. Tierlock may assign or transfer these Terms in connection with a merger, acquisition, financing, restructuring, sale of assets, or similar transaction.

17.8 No Waiver.

Failure by either party to enforce any provision of these Terms does not constitute a waiver of future enforcement of that or any other provision.

17.9 Force Majeure.

Neither party will be liable for failure or delay caused by events beyond its reasonable control, including natural disasters, acts of God, war, terrorism, civil unrest, labor disputes, payment-network outages, blockchain outages, service-provider failures, governmental actions, and public emergencies. Notwithstanding the foregoing, Tierlock's rights to suspend or terminate Operator's access under Section 4.4 are not subject to this Section and may be exercised regardless of any force majeure event.

17.10 Export Controls and Sanctions.

Operator may not use the Service in violation of applicable sanctions, export controls, or trade restrictions, and Tierlock may block or terminate access where required by law or risk policy.

17.11 Order of Precedence.

Appendix A governs payment, settlement, reversal, hold, reserve, setoff, and related funds-flow matters. These Terms govern all other aspects of the operator relationship. In the event of a conflict between these Terms and Appendix A as to subject matter governed by Appendix A, Appendix A controls.