Welcome to https://app.perennial.finance/, a website-hosted user interface (the "Interface") that provides access to a decentralized protocol on the blockchain that allows users to transact certain digital assets through power perpetual contracts (the "Protocol"). These Terms of Service ("Agreement" or the "Terms") are entered into by and between Calyx Systems, S.A. ("us," "we," "our" and their variants, as used in these Terms), the owner and operator of the Interface, and you ("you", "your" or "user(s)"), whether as a guest or a registered user of the Interface.
If the user engages with the Interface under authority from a different party or on another party's behalf, then "you" (and its variants, including "your," as used herein) refers to that person on whose behalf the Interface is used (e.g., an employer). If the person engaging with the Interface is an individual, acting in their own individual capacity, then "you" refers to that individual. If you have anyone using the Interface on your behalf, you agree that you are responsible for the actions and inactions of all such persons, as if they were your own.
You must read this Agreement carefully before you start to use the Interface. By accessing or using the Interface, or by clicking to accept or agreeing to the Terms when this option is made available to you, you signify that you have read, understand, and agree to be bound by this Agreement and our Privacy Policy, incorporated herein by reference, in their entirety. If you do not agree to these Terms or the Privacy Policy, you are not authorized to access or use the Interface.
We may amend this Agreement from time to time in our sole discretion. When we amend this Agreement, we will update this page and indicate the date that it was last modified. All changes are effective immediately when we post them, and apply to all access to and use of the Interface thereafter. You may refuse to agree to the amendments, but if you do, you must immediately cease using our Interface. Your continued use of the Interface following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page each time you access the Interface so you are aware of any changes, as they are binding on you.
PLEASE BE AWARE THAT THERE ARE ARBITRATION AND CLASS ACTION PROVISIONS IN THESE TERMS THAT MAY AFFECT YOUR RIGHTS. Any changes to the dispute resolution provisions set out in the Choice of Law and Jurisdiction Sections below will not apply to any disputes for which the parties have actual notice on or before the date the change is posted on the Interface.
We are a developer of software. We do not operate a digital asset nor the Protocol, and have no oversight, involvement, or control concerning your transactions on the Protocol. All transactions between users of the Protocol are executed peer-to-peer directly between the users' addresses through a smart contract. You are responsible for complying with all Applicable Laws (as defined below) that govern your digital assets. NEITHER WE NOR OUR SERVICE PROVIDERS ARE RESPONSIBLE FOR ANY ACTIVITIES THAT YOU ENGAGE IN WHEN USING ANY ONLINE SERVICES OR BLOCKCHAIN TECHNOLOGIES NOT PROVIDED BY US (E.G., THE PROTOCOL, ETHEREUM, ETC.).
OUR INTERFACE WAS NOT DEVELOPED FOR, AND IS NOT OFFERED TO, PERSONS OR ENTITIES WHO RESIDE IN, ARE CITIZENS OF, ARE LOCATED IN, ARE INCORPORATED IN, OR HAVE A REGISTERED OFFICE OR PRINCIPAL PLACE OF BUSINESS IN THE UNITED STATES OF AMERICA (COLLECTIVELY, "US PERSONS"). MOREOVER, OUR INTERFACE WAS NOT DEVELOPED FOR, AND IS NOT OFFERED TO, PERSONS OR ENTITIES WHO RESIDE IN, ARE CITIZENS OF, ARE LOCATED IN, ARE INCORPORATED IN, OR HAVE A REGISTERED OFFICE OR PRINCIPAL PLACE OF BUSINESS IN ANY COUNTRY SUBJECT TO ANY SANCTIONS OR RESTRICTIONS PURSUANT TO ANY APPLICABLE LAW, INCLUDING THE CRIMEA REGION, CUBA, IRAN, NORTH KOREA, SYRIA, RUSSIA, OR ANY OTHER COUNTRY TO WHICH THE UNITED STATES, THE UNITED KINGDOM, THE EUROPEAN UNION OR ANY OTHER JURISDICTION EMBARGOES GOODS OR IMPOSES SIMILAR SANCTIONS, OR ANY JURISDICTIONS IN WHICH THE TRANSACTING OF CRYPTOCURRENCIES IS PROHIBITED OR RESTRICTED IN ANY FORM OR MANNER (COLLECTIVELY, THE "RESTRICTED TERRITORIES" AND EACH A "RESTRICTED TERRITORY"), OR ANY PERSON WHO RESIDES IN, IS OWNED, CONTROLLED OR LOCATED IN OR ORGANIZED UNDER THE LAWS OF ANY RESTRICTED TERRITORY OR AFFILIATED WITH ANY SUCH PERSON, ANY PERSON LISTED ON ANY SANCTIONS LIST MAINTAINED BY THE UNITED STATES, THE UNITED KINGDOM, THE EUROPEAN UNION OR ANY OTHER JURISDICTION, OR A RESIDENT OF OR LOCATED IN ANY COUNTRY OR JURISDICTION THAT RESTRICTS ACCESS TO OR PROHIBITS USE OF DIGITAL ASSETS OR CRYPTO CURRENCIES (COLLECTIVELY, "RESTRICTED PERSONS"). WE DO NOT MAKE EXCEPTIONS; THEREFORE, IF YOU ARE A US PERSON OR RESTRICTED PERSON, DO NOT ATTEMPT TO USE OUR INTERFACE. USE OF ANY TECHNOLOGY OR MECHANISM, SUCH AS A VIRTUAL PRIVATE NETWORK ("VPN") TO CIRCUMVENT THE RESTRICTIONS SET FORTH HEREIN IS STRICTLY PROHIBITED. WE RESERVE THE RIGHT TO RESTRICT ANY USER'S ACCESS TO THE INTERFACE SUBJECT TO ANY RESTRICTIONS WE MAY SET FORTH IN THIS AGREEMENT.
BY USING THE INTERFACE, YOU REPRESENT THAT (A) YOU ARE NOT A RESTRICTED PERSON; AND (B) YOU (INCLUDING, IF APPLICABLE, YOUR INDIVIDUAL OWNERS, REPRESENTATIVES, EMPLOYEES, OR ANY OTHER PERSON WITH ACCESS TO YOUR ACCOUNT) WILL NOT COORDINATE, CONDUCT OR CONTROL (INCLUDING BY, IN SUBSTANCE OR EFFECT, MAKING DECISIONS WITH RESPECT TO) YOUR USE OF THE INTERFACE FROM WITHIN ANY RESTRICTED TERRITORY OR FOR THE BENEFIT OF A RESTRICTED PERSON.
YOU ACKNOWLEDGE, UNDERSTAND AND AGREE THAT YOU ARE NOT PERMITTED TO MODIFY, DISASSEMBLE, DECOMPILE, ADAPT, ALTER, TRANSLATE, REVERSE ENGINEER OR CREATE DERIVATIVE WORKS OF THE INTERFACE TO MAKE THEM AVAILABLE TO ANY RESTRICTED PERSONS OR IN ANY RESTRICTED TERRITORY.
We reserve the right, but do not undertake an obligation, to block or restrict access to the Interface for digital wallet addresses or other identifiers reasonably believed to fall into a high-risk category (determined at our sole discretion). However, you acknowledge and agree that we do not guarantee the removal of all potentially high-risk users or digital wallet addresses from the Interface, nor do we commit to ongoing monitoring for such purposes. We may, at our discretion, block or deactivate access to the Interface where we believe that a risk assessment justifies such action. YOU HEREBY HOLD US HARMLESS FROM ANY CLAIMS ARISING FROM OR RELATED TO ANY DEACTIVATION, BLOCKING, OR CONTINUED ACCESS TO THE INTERFACE. YOU ACKNOWLEDGE AND AGREE TO ALL RISKS ASSOCIATED WITH THE USE OF THE INTERFACE AND UNDERSTAND THAT WE ARE NOT RESPONSIBLE FOR BLOCKING OR REMOVING, OR FOR FAILING TO REMOVE OR BLOCK, ACCESS TO ANY USERS WHO MAY PRESENT A RISK.
As a condition to accessing or using the Interface, you represent, warrant, and covenant to us all of the following throughout all periods during which you engage with the Interface:
You represent and warrant that you are at least the age of majority in your jurisdiction (e.g., eighteen years old) and have the full right, power, and authority to enter into and comply with the terms and conditions of this Agreement on behalf of yourself or any company or legal entity for which you may access or use the Interface.
We care about your privacy. Please note that when you use the Interface, you are interacting with Blockchain Technology, which provides transparency into your transactions. We do not control and are not responsible for any information you make public on Blockchain Technology by either using the Interface or accessing the Protocol. For more information about how we handle your personal information as you use the Interface, please see our Privacy Policy.
You may not use the Interface to engage in the categories of activity set forth below or any activities that we determine in our sole discretion may harm us or a third party:
After connecting a digital wallet and complying with all obligations as set forth within this Agreement, we may grant you a fully revocable right to access and use the Interface in accordance with this Agreement and any additional instructions. Your access and use of the Interface is limited to yourself, and where you are an organization or entity any persons authorized by your organization or entity (solely in compliance with these Terms). You may not transfer or assign your access to any third parties. All rights not explicitly granted are reserved by us.
We may terminate your access to and use of the Interface at any time, for any reason or no reason, in our sole discretion and without notice of any kind, without incurring liability of any kind as a result of such suspension or termination. In addition, we may terminate your access to the Interface if: (a) we believe that any of your actions may harm us, our business interests, or any third party rights, including if we believe you have engaged in or are about to engage in any kind of fraud; (b) it is required pursuant to Applicable Laws; (c) you have violated any Applicable Laws while using our Interface; (d) if you have violated this Agreement or any other of our policies. Failure by us to revoke your access does not act as a waiver of your conduct. Nothing in this Agreement obligates us to provide you any access or use of the Interface. Please be aware that upon termination of your access to the Interface, portions of our Interface may be immediately disabled.
We may change the functionality of the Interface at any time, which means some networks could no longer be supported after a time. You acknowledge that this is the case, and accept this risk.
We do not perform any activities to vet users prior to allowing them to use the Interface. You acknowledge that this is a risk you accept when you interact with the Interface.
In order to access the Protocol through the Interface, you will be required to connect a digital wallet that is hosted by you or a third party that contains digital assets legally owned by you. You are solely responsible for any transactions or transmissions that occur with your digital wallet. You agree to notify us immediately of any unauthorized use or other breach of security of your digital wallet. We will not be liable for any losses you incur as a result of someone else using your digital wallet. However, you could be held liable for losses incurred by us or another party due to someone else using your digital wallet.
The Interface is non-custodial, meaning that we do not hold your digital assets, do not control your digital wallet, and have no access to your private encryption keys. We are not responsible for securing your seed phrase or keys if you lose them, if someone steals them from you, or if someone obtains access to them somehow (whether in transit to you, or from your systems or networks, or because you otherwise misplaced them or disclosed them). You acknowledge that if someone has your keys or seed phrase, they have the ability to transfer your digital assets outside your control, and that you may be unable to trade or make use of them. It is your responsibility to establish a means for recovering your seed phrase and keys.
Under no circumstances should you attempt to use your digital wallet to store or transact any non-supported digital assets. We assume no responsibility or liability in connection with any usage of your digital wallet with the Interface or Protocol, and you are solely responsible for your use of your digital wallet, including transfers of digital assets.
YOU ACKNOWLEDGE AND AGREE THAT WE DO NOT HOLD OR HAVE CUSTODY OVER, OR HAVE ANY RESPONSIBILITY FOR OR CONTROL OVER YOUR DIGITAL WALLET OR YOUR KEYS. YOU HEREBY HOLD US HARMLESS AND INDEMNIFY US FROM AND AGAINST ANY CLAIMS, LOSSES OR LIABILITY ARISING IN CONNECTION WITH YOUR DIGITAL WALLET OR THE KEYS TO YOUR DIGITAL WALLET.
We may, at our sole discretion and as a gratuity, offer reward points in connection with your use of the Interface or other activities ("Rewards"), subject to the specific terms and conditions governing the applicable rewards program ("Rewards Program").
If, at our sole discretion, we determine that you are abusing or misusing the Rewards Program, you may become ineligible to earn or use Rewards, and may forfeit any Rewards previously earned or accumulated. Your eligibility to participate in a Rewards Program is contingent upon your continuous compliance with these Terms.
We reserve the right to update or modify the eligibility criteria, restrictions, and requirements of the Rewards Program at any time.
ANY VIOLATION OF THE RULES BY A USER WILL RESULT IN IMMEDIATE DISQUALIFICATION FROM THE REWARDS PROGRAM AND CANCELLATION OF ALL ASSOCIATED REWARDS. YOU ACKNOWLEDGE AND AGREE THAT WE HAVE NO LIABILITY FOR ANY LOSSES OR DAMAGES RESULTING FROM THE TERMINATION OR MODIFICATION OF THE REWARDS PROGRAM OR CANCELLATION OF YOUR REWARDS.
The availability and nature of Rewards, including how and for what they may be redeemed, are at our sole discretion, and are subject to change. We reserve the right to determine what items, services, or benefits Rewards can be redeemed for, and we may alter or update these options as we see fit.
We are not responsible or liable if you are unable, unavailable, or choose not to accept or redeem a Reward. All costs and expenses not explicitly listed as part of the Reward are solely the user's responsibility. Rewards must be redeemed by the user as specified in the Reward Program terms.
YOU ACKNOWLEDGE AND AGREE THAT PARTICIPATION IN THE REWARDS PROGRAM DOES NOT ENTITLE YOU TO ANYTHING OF MONETARY OR INTRINSIC VALUE. ANY REWARDS PROVIDED ARE AT OUR SOLE DISCRETION. REWARDS MAY OR MAY NOT HAVE ANY FINANCIAL VALUE OR ENTITLE YOU TO ANYTHING ELSE OF VALUE.
YOU HOLD US HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS OR DEMANDS RELATING TO THE REWARDS PROGRAM.
All information accessible through the Interface is for informational purposes only and should not be construed as investment, tax, or legal advice. Before you make any financial, legal, or other decisions involving the Interface, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate. We are not your broker, intermediary, agent or advisor and have no fiduciary relationship or obligation with you when you use the Interface. We have no liability for any of your activities or decisions made while using the Interface. This Agreement is not intended to, and does not, create or impose any fiduciary duties on us. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you 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. You further agree that the only duties and obligations that we owe you are those set out expressly in this Agreement.
No content found on the Interface, whether created by us, our service providers, our business partners, or another user is or should be considered as investment advice. You agree and understand that we accept no responsibility whatsoever for, and shall in no circumstances be liable in connection with, your decisions or your use of the Interface.
You agree and understand that all decisions you make on the Interface are made solely by you. You agree and understand that under no circumstances will the operation of the Interface or your use thereof be deemed to create a relationship that includes the provision of or tendering of investment advice. NO FINANCIAL, INVESTMENT, TAX, LEGAL OR SECURITIES ADVICE IS GIVEN THROUGH OR IN CONNECTION WITH THE INTERFACE.
The Interface attempts to provide up-to-date information for all digital assets listed; however, due to the nature of digital assets some information may be out of date or inaccurate.
You should not take, or refrain from taking, any action based on any information contained within the Interface, or any other information that we make available at any time, including, without limitation, blog posts, articles, links to third-party content, discord content, news feeds, tutorials, tweets, and videos.
As you control your own digital wallet you are solely responsible for verifying any information regarding the digital assets, the Interface, and the Protocol. No representation is made as to the accuracy, completeness, or appropriateness for any particular purpose of any information distributed via the Interface or otherwise encountered when using the Interface. We are not liable for any inaccurately quoted information, including but not limited to digital asset rates or pricing rates for any digital assets.
The Interface does not control the timing of any transactions. Transaction times are based on your digital assets and the Blockchain Technology selected, and we are not liable or responsible for any delays or any issues due to untimeliness of any transactions initiated through the Interface. Use of the Interface is at your sole risk and liability.
YOU ACKNOWLEDGE AND AGREE THAT WE DO NOT CONTROL OR SET ANY GAS FEES YOU MAY INCUR AS YOU TRADE IN DIGITAL ASSETS, AND THAT THE TIMING OF YOUR TRANSACTIONS CAN AFFECT SUCH GAS FEES. YOU HEREBY RELEASE US AND HOLD US HARMLESS FROM AND AGAINST ANY AND ALL LIABILITY, CLAIMS, DAMAGES, COSTS AND LOSSES ASSOCIATED WITH SUCH GAS FEES.
Please be aware that the underlying technology that makes blockchain based networks, cryptographic systems, and smart contracts available (collectively "Blockchain Technology") can be used, copied, modified, and distributed by third parties. We do not control or operate the Blockchain Technology, and we assume no responsibility for the operation, functionality, or security of the Blockchain Technology. Blockchain Technology is subject to change that is out of our control, which could materially affect the Interface, the Protocol, and the value, functionality, availability, and use of any digital assets. It is your responsibility to make yourself aware of upcoming operating changes, and you must carefully consider publicly available information in determining whether to continue to use the Interface, transact with any Protocols using your digital assets, or otherwise interact with the Blockchain Technology through the Interface.
Blockchain Technology is currently under development, and this creates uncertainty relating to digital assets and transactions through the Interface, including making your digital assets vulnerable to hacking, breaches in security, flaws, errors, bugs, failures, loss, theft, and fraud. Digital assets may also be changed in a manner that affects their value or your ownership of the same, including in the event of a fork or rollback of the underlying Blockchain Technology. Also, the suspension or cessation of support for digital assets by Blockchain Technology service providers may result in a total loss or inability to transfer or access your digital assets. Blockchain Technologies may cause you to experience the theft or complete loss of value or access to your digital assets.
Your digital assets may also lose value or functionality due to governmental actions, laws, or regulation, as there is uncertainty to the legal status and categorization of digital assets. Such actions could result in the loss of access to the Interface.
You acknowledge and accept the risks of using your digital assets with the Interface which relies on Blockchain Technology and agree that we are not responsible for any changes to any Blockchain Technology.
WE DO NOT ENDORSE AND ARE NOT RESPONSIBLE OR LIABLE FOR ANY BLOCKCHAIN TECHNOLOGY, EVEN IF AVAILABLE ON, THROUGH, OR FROM THE INTERFACE. YOU HEREBY IRREVOCABLY WAIVE, RELEASE, AND DISCHARGE US AND OUR AFFILIATES, AND EACH OF OUR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, AND REPRESENTATIVES FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, LIABILITIES AND COSTS, WHETHER KNOWN OR UNKNOWN, RELATED TO ANY OF THE RISKS SET FORTH HEREIN, OR OTHER RISKS ASSOCIATED WITH USE OF BLOCKCHAIN TECHNOLOGIES.
Use of the Interface may require you to pay certain fees, to us or to third parties. These fees are subject to change at any time, and you undertake this risk.
You are solely responsible for paying all fees, and we are not liable to you for any delays in any transactions resulting from your failure to pay such fees in a timely manner. Although we attempt to provide accurate fee information, this information reflects our estimates only. Applicable fees may vary from time to time.
WE HEREBY DISCLAIM ALL LIABILITY, OF ANY KIND, IN CONNECTION WITH FEES PAYABLE FOR USE OF THE INTERFACE, WHETHER THEY ARE CHARGED BY US OR THIRD-PARTIES. YOU HEREBY RELEASE US AND HOLD US HARMLESS FROM AND AGAINST ANY AND ALL LIABILITY, CLAIMS, DAMAGES AND LOSSES ASSOCIATED WITH FEES RELATED TO THE INTERFACE AND YOUR USE OF BLOCKCHAIN TECHNOLOGY.
Any transaction involving trading of digital assets through the Interface is only completed upon confirmation through the Blockchain Technology, and we are not liable for any incomplete transactions or delays. You shall be required to maintain an adequate amount of digital assets to consume as gas within your digital wallet to process any requested transactions. Where you fail to maintain adequate gas amounts, you acknowledge and agree that you will be unable to partake in any transactions using your digital wallet. We shall not be responsible for any delay in any transactions due to inadequate gas within your digital wallet. Please be aware that any gas used cannot be returned, and all gas consumption or charges are subject to the Blockchain Technology.
Due to the nature of Blockchain Technology you understand and agree that using the Interface, including interacting with any Blockchain Technology, is irreversible, and you solely undertake this risk when using the Interface. As we do not control your digital wallet, we cannot reverse any transactions that occur using your digital wallet.
We do not guarantee that the Interface will always be available, work, or be accessible at any particular time. Specifically, we do not guarantee any uptime or specific availability of the Interface. You agree and acknowledge that the Interface uses remote access and may not always be either 100% reliable or available.
We reserve the right to alter, modify, update, or remove the Interface or any portions thereof, at any time at our discretion. We reserve the right to discontinue previously offered features or functionality at our sole discretion and without prior notice. We are not liable to you or to any third party for any modification, suspension, or discontinuance of any feature or component of any portion of the Interface. We reserve the right to determine the timing and content of software updates, which may be automatically updated without notice to you. We may conduct such modifications to the Interface for security, intellectual property, legal reasons, or various other reasons at our discretion, and we are not required to explain such modifications or provide you access to previous versions of the Interface, after we modify it.
Nothing in these Terms obligates us to take measures to update the Interface for security, legal, or other purposes.
We are not a party to any agreements that you may enter with any third party. We are not liable for the acts, errors, omissions, representations, warranties, breaches, negligence, misconduct of any third party or for any personal injuries, death, property damage, or other damages (including lost profits), or expenses resulting from any agreements or interactions with third parties.
WE EXPRESSLY DISCLAIM ANY AND ALL RESPONSIBILITY AND LIABILITY FOR ANY DAMAGE, LOSS, OR INJURY ARISING OUT OF YOUR INTERACTIONS WITH THIRD PARTIES, INCLUDING ANY THIRD PARTY CONTENT (AS DEFINED BELOW), AND ANY LOSS OR INJURY ARISING OUT OF ANY ACT OR OMISSION OF ANY THIRD PARTY OR ANY THIRD PARTY CONTENT.
The Interface includes content provided by third parties, including the Protocol, and, potentially, materials provided by oracles, or other third parties (collectively, "Third Party Content"). The Third Party Content presented on or through the Interface is made available solely for general information purposes. All statements and/or opinions expressed in Third Party Content, and all articles and responses to questions and other content, other than the content provided by us, are solely the opinions and the responsibility of the person or entity providing those materials. The Third Party Content does not necessarily reflect our opinions. We are not responsible, or liable to you or any third party, for the content or accuracy of any Third Party Content. We do not introduce, endorse, or recommend any third parties or any Third Party Content.
We do not direct, is are not an employer of, have no control over, make no representations, and do not guarantee the quality, safety or legality of any third party or any Third Party Content.
Please be aware that any Third Party Content posted may not be truthful, accurate, or up-to-date. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such Third Party Content by you or any other visitor to the Interface, or by anyone who may be informed of any of their contents.
WE DO NOT ENDORSE AND ARE NOT RESPONSIBLE OR LIABLE FOR THE PROTOCOL OR ANY THIRD-PARTY CONTENT, INFORMATION, PROTOCOLS, NETWORKS, INFRASTRUCTURE, RESOURCES, APPLICATIONS, DATA, CONTENT OR SERVICES, EVEN IF AVAILABLE ON, THROUGH OR FROM THE INTERFACE. WE HAVE NO RESPONSIBILITY FOR, NO CONTROL OVER, AND MAKE NO GUARANTEES WITH RESPECT TO, THE QUALITY, SECURITY, ACCURACY, RELIABILITY, OR UPTIME OF THIRD PARTY CONTENT. YOU HEREBY HOLD US HARMLESS FROM AND AGAINST ANY LOSSES OR DAMAGES YOU MAY SUFFER AS A RESULT OF YOUR USE OF SUCH ITEMS.
Depending on the Applicable Laws of your jurisdiction you may be required to pay taxes related to your usage of the Interface. You agree that you are solely liable for any taxes related to your use of the Interface, any digital asset transactions, and activity involving your digital wallet. We shall not be liable for any taxes incurred by you under any Applicable Laws. We do not undertake any obligation to report any such taxes, nor collect or disburse them on your behalf.
You hold us harmless and release us from and against any claims, losses, damages or demands arising in connection with taxes you may owe as a result of your transactions on the Interface.
If we believe that you have participated in a fraudulent transaction, we reserve the right to pursue our claims against you to the fullest extent allowed by Applicable Law. In the event that we believe that a user has completed a fraudulent transaction, we will forward your information to the applicable law enforcement agency, which may result in civil or criminal penalties.
Our name, our logos, and the other trademarks, marks, and logos contained on the Interface are owned by or licensed to us. You must not use such marks without our prior written permission.
You agree to not engage in the unauthorized use, access, copying, or distribution of the Interface, or any content available thereon, or the software underlying the Interface or making it available, unless we have given you express written permission. If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Interface in breach of these Terms, your right to use the Interface will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. All rights not expressly granted are hereby reserved by us and its licensors. Any use of the Interface not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.
The Interface and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof), are owned by us, our licensors, or other providers of such material and are protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
You may from time to time provide us with feedback about your experience on the Interface, recommendations for modifications, or other ideas pertaining to the Interface (collectively, "Feedback"). You acknowledge and agree that we may use the Feedback in our business without restriction. All such Feedback will be considered non-confidential and non-proprietary. By providing any Feedback, you grant us and our service providers, and each of their and our respective licensees, successors, and assigns a perpetual, irrevocable, non-exclusive, worldwide, fully paid up and royalty free right and license to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose.
You represent and warrant that, upon delivery of the Feedback and thereafter, (a) you own or control all rights in and to the Feedback and have the right to grant the licenses granted, and (b) all of your Feedback does and will comply with these Terms.
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Interface will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Interface for any reconstruction of any lost data.
TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DENIAL-OF-SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OR OTHER CONDUCT OF THIRD PARTIES, INCLUDING THREAT ACTORS, OR FOR ANY LOSSES SUFFERED AS A RESULT OF VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE INTERFACE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE INTERFACE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THEM, OR ON ANY WEBSITE LINKED TO THEM.
THE INTERFACE IS PROVIDED "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS". TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER WE, NOR ANY OF OUR AFFILIATES, LICENSORS, OR SERVICE PROVIDERS, OR ANY OF OUR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, OR REPRESENTATIVES MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED WITH RESPECT TO THE INTERFACE, THE PROTOCOL OR ANY OTHER SERVICE, GOOD OR ITEM OBTAINED OR ACCESSED THROUGH THE USE OF THE INTERFACE. IN ADDITION, WE DISCLAIM ALL WARRANTIES, INCLUDING THOSE EXPRESS, STATUTORY AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE AND QUIET ENJOYMENT. WE DO NOT WARRANT THAT YOUR USE OF THE INTERFACE OR PROTOCOL IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND WE SPECIFICALLY DISCLAIM ANY SUCH WARRANTIES.
IN NO EVENT SHALL WE, OUR AFFILIATES, LICENSORS, OR SERVICE PROVIDERS OR EACH OF THEIR AND OUR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, OR REPRESENTATIVES, BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SUCH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
YOU AGREE THAT OUR TOTAL AGGREGATE LIABIILTY RELATED TO THE INTERFACE AND YOUR USE THEREOF SHALL BE NO MORE ONE-HUNDRED US DOLLARS (USD$100.00).
WE HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY LOSSES THAT YOU MAY INCUR AS A RESULT OF TRADES, OR OTHER TRANSACTIONS THAT YOU MAY ENGAGE IN CONNECTION WITH THE INTERFACE FOR ANY REASON WHATSOEVER, INCLUDING LOSSES ARISING FROM SOFTWARE DEFECTS, MALFUNCTIONS, OR A LACK OF ACCESS TO THE INTERFACE.
YOU FURTHER ACKNOWLEDGE AND AGREE THAT WE HAVE NO LIABILITY FOR LOSS OR THEFT OF YOUR WALLET KEYS OR ANY OTHER KEYS USED TO ACCESS OTHER DIGITAL WALLETS YOU MIGHT USE.
The limitations of damages set forth above are fundamental elements of the basis of the bargain between you and us. Some jurisdictions do not allow the exclusion or limitation of liability of certain types of damages. In that case, some of the above limitation or exclusion may not apply to you, and you may also have other legal rights that vary between jurisdictions.
You expressly agree that you assume all risks in connection with your access and use of the Interface or your interaction with the Protocol, whether such risks are set forth in this Agreement or otherwise. YOU EXPRESSLY WAIVE AND RELEASE US FROM ANY AND ALL LIABILITY, CLAIMS, AND DAMAGES ARISING FROM OR IN ANY WAY RELATED TO YOUR USE OF THE INTERFACE OR PROTOCOL, OR ANY RISKS ARISING FROM SUCH USE. YOU RELEASE US AND OUR AFFILIATES, LICENSORS, AND SERVICE PROVIDERS AND EACH OF THEIR AND OUR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, AND REPRESENTATIVES FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, LOSSES, OR DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE INTERFACE.
You hereby agree to defend, indemnify, and you hold us and our affiliates, licensors, and service providers and each of their and our respective shareholders, members, directors, officers, employees, contractors, agents, and representatives harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal, attorneys' and accounting fees, arising out of or in any way connected with (a) your breach of this Agreement; (b) your improper use of the Interface or Protocol; (c) your interaction with any other user or other third party including without limitation any injuries, losses or damages of any kind arising in connection with or as a result of such interaction; or (d) your breach of any Applicable Laws, regulations or third-party rights. In the event of a claim such as one described in this paragraph, we may elect to settle with the party/parties making the claim and you shall be liable for the damages as though we had proceeded with a trial.
All matters relating to the Interface and these Terms and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New York, U.S. without giving effect to any choice or conflict of law provision or rule (whether of the State of New York, U.S. or any other jurisdiction).
At our sole discretion, we may require you to submit any disputes arising under these Terms, or in connection with your use of the Interface, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration as set forth herein. Please read the following section carefully because it requires you to arbitrate certain disputes and claims with us, and limits how you can seek relief from us.
IF WE ELECT TO PURSUE ARBITRATION AS SET FORTH HEREIN, ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THESE TERMS, THE INTERFACE (OR ANY PORTION OR ALL OF THE FOREGOING), INCLUDING THE BREACH, TERMINATION OR VALIDITY OF THESE TERMS, SHALL BE FINALLY RESOLVED BY ARBITRATION. THE TRIBUNAL SHALL HAVE THE POWER TO RULE ON ANY CHALLENGE TO ITS OWN JURISDICTION OR TO THE VALIDITY OR ENFORCEABILITY OF ANY PORTION OF THE AGREEMENT TO ARBITRATE.
For any dispute or claim that you have against us, before seeking mediation, arbitration, or any other form of legal relief, you agree to first contact us and attempt to resolve the claim informally by sending a written notice of your claim to us by email at [email protected]. Such notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the claim; and (c) set forth the specific relief sought. Our notice to you will be similar in form to that described above. Where we receive or send such a notice, you and we shall attempt in good faith to resolve such claims. The parties agree to maintain the confidential nature of all disputes and disagreements between them, including, but not limited to, informal negotiations, mediation or arbitration, except as may be necessary to prepare for or conduct a dispute resolution procedure or unless otherwise required by law or judicial decision.
If we cannot reach an agreement with you to resolve the claim within thirty (30) days after either party receives a notice for alternative resolution, then either party may submit the dispute to binding arbitration administered by JAMS. If there is a dispute about whether this arbitration provision can be enforced or applies to the dispute, you and us agree that the arbitrator will decide that issue. You and us agree that arbitration under this Agreement will substantially and procedurally be governed by the Federal Arbitration Act, 9 U.S.C. ยง1, et seq., to the maximum extent permitted by Applicable Law. The arbitration will be administered by JAMS before one (1) arbitrator mutually selected by the parties. Arbitration proceedings will be held in George Town, Cayman Islands, or in location agreed upon by the parties, in English, and under the JAMS Streamlined Arbitration Rules and Procedures ("JAMS Rules"). The most recent version of the JAMS Rules may be found at https://www.jamsadr.com/ and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Where a dispute does not exceed $15,000 such dispute shall be arbitrated solely via pleadings and documents. Both parties agree that they shall solely be responsible for paying for any fees related to any arbitration resolution. To the fullest extent permitted by Applicable Law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class action proceedings or otherwise.
YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF, RELATED TO OR CONNECTED WITH THE USE OF THE INTERFACE, PROTOCOL, OR THIS AGREEMENT MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BANNED. IN THE EVENT THAT THE LAW DOES NOT PERMIT THE ABOVE-MENTIONED DISPUTE TO BE RESOLVED THROUGH ARBITRATION, YOU AGREE THAT ANY ACTIONS SHALL BE BROUGHT SOLELY IN A COURT OF COMPETENT JURISDICTION LOCATED WITHIN OR OTHERWISE NEAREST TO GEORGE TOWN, CAYMAN ISLANDS.
YOU UNDERSTAND AND AGREE THAT YOU AND WE MAY EACH BRING CLAIMS IN ARBITRATION AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT ON A CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE BASIS. YOU UNDERSTAND AND AGREE THAT YOU AND WE BOTH ARE WAIVING THE RIGHT TO PURSUE OR HAVE A DISPUTE RESOLVED AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY UNCONDITIONALLY, IRREVOCABLY, AND EXPRESSLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, ARBITRATION, OR PROCEEDING ARISING IN CONNECTION WITH THE INTERFACE OR THESE TERMS.
You agree that we are not responsible to you for anything that we may otherwise be responsible for, if it is the result of events beyond our control, including, but not limited to, acts of God, hurricanes, storms, pandemics, war, insurrection, riots, terrorism, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, internet outage, contagion, communication disruption, failure or shortage of infrastructure, shortage of materials, or any other event beyond our control.
In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it. If two or more provisions of this Agreement or any other agreement you may have with us are deemed to conflict with each other's operation, you agree that we shall have the sole right to elect which provision remains in force.
We reserve all rights permitted to us under this Agreement as well as under the provisions of any Applicable Law. Our non-enforcement of any particular provision or provisions of this Agreement or any Applicable Law should not be construed as our waiver of the right to enforce that same or another provision under the same or different circumstances at any time in the future.
All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, intellectual property provisions including use of the Interface, user eligibility, user covenants, representations and warranties, limitation of liabilities, release, arbitration, indemnity, fees and costs, assumption of risk, warranty disclaimers, indemnity, and miscellaneous provisions.
You may not assign any of your rights or obligations under this Agreement to any other party without our prior written consent. We may assign our rights and/or obligations under this Agreement to any other party at our discretion.
The communications between you and us use electronic means, whether you visit the Interface or send us emails, write in our Discord channel, or whether we post notices on the Interface or communicate with you via email. For contractual purposes, you (a) consent to receive communications from us in electronic form; and (b) agree that all terms, conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing.