Force Majeure Clause

FORCE MAJEURE CLAUSE

EFFECTIVE DATE: January 1, 2025

1. DEFINITION

"Force Majeure Event" means any event or circumstance beyond the reasonable control of the Platform Owner, including but not limited to:

• Acts of God, natural disasters, earthquakes, floods, storms, or other extreme weather events
• War, armed conflict, terrorism, civil unrest, or insurrection
• Government actions, regulations, embargoes, sanctions, or legal restrictions
• Pandemic, epidemic, or public health emergency
• Large-scale infrastructure failures, including internet or telecommunications outages
• Cyberattacks, distributed denial-of-service (DDoS) attacks, or other malicious technical incidents beyond reasonable control
• Failures of third-party service providers, hosting infrastructure, or payment gateways not attributable to Platform Owner negligence
• Labor disputes, strikes, or lockouts
• Power failures or supply chain disruptions

2. EFFECT OF FORCE MAJEURE

2.1 The Platform Owner shall not be liable for any delay or failure to perform obligations under any agreement or policy arising from a Force Majeure Event.

2.2 The affected obligation shall be suspended for the duration of the Force Majeure Event.

2.3 Service level commitments, uptime guarantees, and processing time obligations are excused during Force Majeure Events.

3. NOTICE

3.1 The Platform Owner will make reasonable efforts to notify users of significant Force Majeure Events affecting service delivery.

3.2 Notice will be provided through available communication channels, which may themselves be affected by the Force Majeure Event.

4. MITIGATION

4.1 The Platform Owner will take reasonable steps to mitigate the effects of a Force Majeure Event and resume normal operations as quickly as practicable.

4.2 Users are expected to cooperate reasonably during Force Majeure Events.

5. TERMINATION FOR PROLONGED FORCE MAJEURE

5.1 If a Force Majeure Event continues for more than 90 consecutive days, either party may terminate the affected service agreement upon written notice.

5.2 In such cases, the Platform Owner will provide a pro-rated refund for prepaid services not yet delivered, where practicable.

6. EXCLUSIONS

The following do not constitute Force Majeure Events:

• Economic downturns or adverse market conditions
• Failure to secure financing
• Scheduled maintenance or planned outages
• Events foreseeable at the time of entering the agreement