Terms of Use
Last modified: April 18, 2024
These terms of use (the “Terms”), together with any documents and additional terms they expressly incorporate by reference, which includes any other terms and conditions or other agreement that Terminal 0 Ltd. and its affiliates (“Company,” “we,” “us,” and “our”) posts publicly or makes available to you or the company or other legal entity you represent (“you” or “your”), are entered into between Company and you concerning your use of, and access to:
The website term.finance (and their respective subdomains) and all associated sites linked thereto by Company, including, but not limited to docs.term.finance (collectively with any materials and services available therein, the “Website”);
The user interface at app.term.finance, which acts as a front-end only to access a decentralized permissionless non-custodial liquidity protocol on the Ethereum blockchain known as the Term Finance Protocol (the “Interface”); and
Any features and services related to the Website and the Interface provided by Company (together with the Website and the Interface, the “Services”).
By accessing and making use of the Services, you agree to and accept to be bound by these Terms.
Company may amend these Terms from time to time at its own discretion. By continuing to make use of the Services, you agree to and accept to be bound by the latest version of the Terms. The latest version of the Terms always applies between Company and you. You may not use the Services if you do not accept any of the Terms.
Please also review our Privacy Policy, which is incorporated expressly into these Terms.
The Protocol
The Term Finance Protocol (the “Protocol”) is a collection of smart contracts that serves as infrastructure for on-chain fixed-rate fixed-term borrowing based on tripartite repurchase agreements that are common in traditional finance. Protocol smart contracts primarily provide administerial support for on-chain loans by recording repayment obligations between Protocol borrowers (“Protocol Borrowers”) and Protocol lenders (“Protocol Lenders,” and together with Protocol Borrowers, “Protocol Users”), monitoring compliance with margin requirements, and administering collateral liquidation processes. The Protocol operates exclusively on-chain and in a decentralized and non-custodial manner. The Protocol does not originate loans.
This paragraph and these Terms are not intended to be a comprehensive description of the Protocol and its risks. YOU MUST REVIEW THE PROTOCOL’S DOCUMENTATION (THE “PROTOCOL DOCUMENTATION”), WHICH CONTAINS FURTHER DISCLOSURES (BUT ARE ALSO NOT INTENDED TO BE EXHAUSTIVE), AS A CONDITION OF USING ANY SERVICES. BY ACCESSING AND USING ANY SERVICES, YOU REPRESENT THAT YOU HAVE CAREFULLY REVIEWED THE PROTOCOL DOCUMENTATION AND ARE FINANCIALLY AND TECHNICALLY SOPHISTICATED ENOUGH TO UNDERSTAND THE INHERENT RISKS OF ACCESSING THE PROTOCOL, INCLUDING BUT NOT LIMITED TO THOSE SET FORTH BELOW IN THESE TERMS. IF YOU DO NOT, YOU MAY NOT USE ANY SERVICES, INCLUDING THE INTERFACE.
The Website
The Website provides informational resources about the Protocol. THE WEBSITE IS SOLELY AN INFORMATION SOURCE. THE COMPANY DOES NOT OWN OR CONTROL THE PROTOCOL OR ANY OF ITS SMART CONTRACTS. THE COMPANY DOES NOT HAVE POSSESSION, CUSTODY, OR CONTROL OVER ANY CRYPTOASSETS TRANSACTED BY USERS OF THE PROTOCOL. This information is not intended to be comprehensive or address all aspects of the Protocol.
All information provided in connection with your access and use of the Website is for informational purposes only. You should not take, or refrain from taking, any action based on any information contained on the Website or any other information that we make available at any time, including blog posts, data, articles, links to third-party content, discord content, news feeds, tutorials, tweets, and videos. Before you make any financial, legal, technical, or other decisions involving the Services, you should seek independent professional advice from a licensed and qualified individual in the area for which such advice would be appropriate. The Services provide, or third parties may provide, links to other sites, applications, or resources. You acknowledge and agree that we are not responsible for the availability of such external sites, applications or resources, and do not endorse and are not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that we will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods, or services available on or through any such site or resource.
The Interface
The Interface provides access, and access only, to the Protocol. The Interface is not the only method of accessing the Protocol. THE INTERFACE AND RELATED SERVICES ARE INFORMATIONAL AND ARE NOT A SOLICITATION, RECOMMENDATION, OR OFFER TO BUY OR SELL ANY FINANCIAL PRODUCT OR INSTRUMENT, OR ENTER INTO ANY TRANSACTION.
Company may, at its absolute and sole discretion, change, update, amend, remove, or discontinue any part of the Interface and the Services at any time without prior notice to you.
The Role of Company
Company provides the Services. Company:
Does NOT operate a digital asset or derivatives exchange platform or offer trade execution or clearing services;
Does NOT have any oversight, involvement, or control over your transactions using the Protocol;
Does NOT have any control over the Protocol and its smart contracts or Protocol Users;
Does NOT have any possession, custody, or control over any cryptoassets lent, borrowed, or pledged using the Protocol;
Does NOT administer any use of the Protocol by Protocol Users, including monitoring margin compliance for Protocol Borrowers;
Is NOT a party to any transactions among Protocol Users or between Protocol Users and the Protocol;
Is NOT a financial adviser, investment manager, lender, fiduciary, financial institution, broker dealer, custodian, creditor, intermediary and/or charity; and
Does NOT warrant the accuracy, correctness, and completeness of the information provided by the Protocol or Protocol Users and takes no responsibility for such information.
Company has no control over the conduct of, or any information provided by, any Protocol Users and hereby disclaims all liability in this regard to the fullest extent permitted by applicable law. Company offers the Interface to help Protocol Users access the Protocol. Company makes no representations regarding the creditworthiness of any Protocol Borrower or their collateral. There is always the possibility that something unexpected may occur with regard to cryptoassets, which could cause a Protocol User’s cryptoassets to be lost. Company cannot be held liable in that regard. Company strongly recommends to every Protocol User to interact with only as many cryptoassets as he/she/it is willing to lose. Each Protocol User is solely responsible for any decisions.
ALL INFORMATION AND CONTENT PROVIDED BY COMPANY RELATING TO THE SERVICES IS FOR INFORMATION PURPOSES ONLY AND COMPANY DOES NOT GUARANTEE THE ACCURACY, COMPLETENESS, TIMELINESS OR RELIABILITY OF ANY SUCH INFORMATION OR CONTENT. NO CONTENT IS INTENDED TO SERVE AS FINANCIAL, LEGAL, TAX OR OTHER PROFESSIONAL ADVICE. YOU ACKNOWLEDGE THAT ALL INFORMATION AND CONTENT ACCESSED BY YOU WHEN USING THE INTERFACE IS AT YOUR OWN RISK.
Eligibility; No U.S. Persons and Persons from Certain Other Jurisdictions
To access or use the Interface or any Services, you must be able to form a legally binding contract with us. Accordingly, you represent and warrant that you are at least 18 years old (or, where applicable, of an age that meets such other higher minimum age limit as required in the laws of your jurisdiction) and have the full right, power, and authority to enter into such contract and comply with these Terms on behalf of yourself and any company or legal entity for which you may act on behalf of or at the instruction of.
AS A CONDITION OF USING ANY SERVICES, YOU REPRESENT THAT YOU HAVE CAREFULLY REVIEWED THE PROTOCOL DOCUMENTATION AND ARE FINANCIALLY AND TECHNICALLY SOPHISTICATED ENOUGH TO UNDERSTAND THE INHERENT RISKS OF ACCESSING THE PROTOCOL AND USING THE SERVICES, INCLUDING BUT NOT LIMITED TO THOSE SET FORTH BELOW IN THESE TERMS. IF YOU DO NOT, YOU MAY NOT USE ANY SERVICES.
You further represent and warrant that you are not (a) the subject of asset freeze, travel ban, financial, economic, human rights, sectoral or trade sanctions administered or enforced by any governmental authority or otherwise designated on any list of prohibited or restricted parties or (b) a citizen, resident, or organized in a jurisdiction or territory that is the subject of comprehensive country-wide, territory-wide, or regional economic sanctions by the United Nations. Finally, you represent and warrant that your access and use of the Services will fully comply with all applicable laws and regulations, and that you will not access or use the Services to conduct, promote, or otherwise facilitate any illegal activity (including but not limited to activities which are prohibited by applicable AML and CTF regulations). It is your responsibility to assess whether you are prohibited from using the Services.
We reserve the right to choose which markets and jurisdictions to conduct our business and may restrict or refuse, at our sole discretion, access to any Services in certain countries or regions. AT THIS TIME THE COMPANY DOES NOT PERMIT ACCESS TO THE INTERFACE FROM THE FOLLOWING JURISDICTIONS: THE UNITED STATES OF AMERICA, MYANMAR (BURMA), BELARUS, CHINA, COTE D'IVOIRE (IVORY COAST), CUBA, CRIMEA AND SEVASTOPOL, DEMOCRATIC REPUBLIC OF CONGO, EQUATORIAL GUINEA, ERITREA, IRAN, IRAQ, LIBYA, MALI, NICARAGUA, DEMOCRATIC PEOPLE’S REPUBLIC OF KOREA (NORTH KOREA), RUSSIA, SOMALIA, SUDAN, SYRIA, YEMEN, AND ZIMBABWE, as well as any country or region that is subject to comprehensive country-wide or region-wide economic sanctions by the United States of America. You agree not to use a VPN or any other software to hide or modify your IP address.
Prohibited Conduct
You may not use the Services to engage in the following categories of activities (“Prohibited Conduct”), and by using any of the Services (including the Interface), you confirm that you will not engage in any of the following Prohibited Conduct:
Violate any applicable laws, including any relevant and applicable anti-money laundering and anti-terrorist financing laws and sanctions programs;
Engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy, or any other proprietary right under applicable law, including sales, distribution or access to counterfeit music, movies, software or other licensed materials without the appropriate authorization from the rights holder; use of Company’s or our licensors’ intellectual property, name or logo, including use of Company’s trade, service or licensed marks, without express consent from Company or in a manner that otherwise harms Company;
Take any action that implies an untrue endorsement by or affiliation with Company;
Engage in improper or abusive trading practices, including, but not limited to, (a) any fraudulent act or scheme to defraud, deceive, trick or mislead; (b) fraudulent trading; (c) accommodation trading; (e) fictitious transactions; (f) pre-arranged or non-competitive transactions; (g) cornering, or attempted cornering, of any Protocol auctions; (h) manipulation (i.e., trading for the purposes of affecting the market price of a cryptosset and creating an artificial price); (k) any trading activity that is improper, abusive, or disruptive to the operation of the Interface or other Services or the Protocol;
Promote or facilitate illegal activity;
Use the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users of the Services from fully enjoying the Services, or that could damage, disable, overburden, or impair the functioning of the Services or the Protocol in any manner;
Circumvent any content-filtering techniques, security measures, or access controls employed on the Interface or any Services, through the use of a VPN;
Use or access the Services or the Protocol to transact in digital assets that are the direct or indirect proceeds of any criminal or fraudulent activity, including terrorism or tax evasion;
Use the Services in any way that is, in our sole discretion, libelous, defamatory, profane, obscene, pornographic, sexually explicit, indecent, lewd, harassing, stalking, hateful, offensive, discriminatory, bigoted, abusive, inflammatory, fraudulent, deceptive, or otherwise objectionable;
Harass, abuse, or harm another person;
Impersonate another user of the Services or the Protocol or otherwise misrepresent yourself; or
Engage or attempt to engage, or encourage, induce, or assist any third party to engage or attempt to engage in any of the activities prohibited under this section or any other provision of these Terms.
Non-Custodial Protocol; No Fiduciary Duties
The Protocol is purely non-custodial, meaning when you transfer cryptoassets to any smart contract accessed through the Interface, you are not transferring such cryptoassets to Company. You are solely responsible for the custody of the cryptographic private keys to the cryptoasset wallets you hold. NEITHER THE COMPANY NOR ANY COMPANY PARTY (AS DEFINED BELOW) HAS POSSESSION, CUSTODY OR CONTROL OVER ANY CRYPTOASSETS APPEARING ON THE SERVICES OR ANY PROTOCOL USER’S CRYPTOASSETS. WE DO NOT GUARANTEE ANY REMEDY, REFUND OR OTHER FORMS OF COMPENSATION IN THE EVENT THAT THERE IS ANY LOSS OF YOUR CRYPTOASSETS (WHETHER IT IS DUE TO YOUR OWN ACTIONS / OMISSIONS OR THE ACTS OR OMISSIONS OF EXTERNAL PARTIES). “Company Party” means any of Company’s parents, subsidiaries, affiliates, related companies, officers, directors, employees, agents, representatives, contractors, partners, and licensors.
These Terms are not intended to, and do 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 in 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 these terms.
Rewards
In your use of the Services, you may be attributed certain reputation indicators, points, or other intangible rewards (“Rewards”). Rewards are not, and may never convert to, accrue to, be used as basis to calculate, or become any other tokens or virtual assets or distribution thereof. Rewards are virtual items with no monetary value.You do not own the Rewards. Rewards do not constitute any currency or property of any type and are not redeemable, refundable, or eligible for any fiat or virtual currency or anything else of value. Rewards are not transferable between users, and you may not attempt to sell, trade, or transfer any Rewards, or obtain any manner of credit using any Rewards. You are not allowed to sublicense, trade, sell or attempt to sell Rewards for money or other consideration, or exchange Rewards for value of any kind outside of the Services. Any attempt to sublicense, sell, trade, or transfer any Rewards or tokens redeemable for or representing any Rewards will be null and void and may cause the Rewards to be voided. Your Rewards may be modified, removed, or voided by us at our discretion for any reason (or no reason) whatsoever. Rewards are not redeemable, refundable or eligible for any currency or anything else of value. We may offer certain functions of the Services to users that have accumulated certain Rewards, but the availability of such functions is subject to change at any time in our sole discretion. We grant you a non-exclusive, non-transferable, non-sublicensable, limited license and right to use the Rewards in accordance with these Terms while we offer the Services.
Assumption of Risks
The risks described below and elsewhere in these Terms are not intended to be a comprehensive statement of all risks associated with using the Services (including the Interface) or the Protocol. BY ACCESSING AND USING THE INTERFACE OR ANY SERVICES, YOU REPRESENT THAT YOU ARE FINANCIALLY AND TECHNICALLY SOPHISTICATED ENOUGH TO UNDERSTAND THE INHERENT RISKS ASSOCIATED WITH: (A) USING CRYPTOGRAPHIC AND BLOCKCHAIN-BASED SYSTEMS, AND THAT YOU HAVE A WORKING KNOWLEDGE OF THE USAGE AND INTRICACIES OF DIGITAL ASSETS SUCH AS BITCOIN (BTC), ETHER (ETH), AND OTHER DIGITAL TOKENS SUCH AS THOSE FOLLOWING THE ETHEREUM TOKEN STANDARD (ERC-20); AND (B) THE LENDING AND BORROWING ACTIVITY ENABLED BY THE PROTOCOL AND YOUR USE OF THE PROTOCOL. YOU ALSO REPRESENT THAT YOU HAVE CONSULTED WITH YOUR INDEPENDENT FINANCIAL AND LEGAL ADVISORS REGARDING YOUR USE OF THE PROTOCOL AND ARE RELYING SOLELY ON YOUR INDEPENDENT JUDGMENT AND NO OTHER REPRESENTATIONS. IF YOU DO NOT OR CANNOT MAKE ANY OF THE FOREGOING REPRESENTATIONS, YOU MAY NOT USE THE INTERFACE OR ANY SERVICES.
Blockchain, Smart Contracts. You represent that you understand that transactions on the Protocol rely on smart contracts stored on a blockchain, cryptographic tokens and other cryptoassets generated by the smart contracts, and other nascent software, applications and systems that interact with blockchain-based networks. These technologies are experimental, speculative, inherently risky, and subject to change. Among other risks, bugs, malfunctions, cyberattacks, or changes to the applicable blockchain (e.g., forks) could disrupt these technologies and even result in a total loss of cryptoassets, their market value, or digital funds.
BY ACCESSING AND USING THE INTERFACE OR ANY SERVICES, YOU REPRESENT THAT YOU ARE FINANCIALLY AND TECHNICALLY SOPHISTICATED ENOUGH TO UNDERSTAND THE INHERENT RISKS ASSOCIATED WITH USING CRYPTOGRAPHIC AND BLOCKCHAIN-BASED SYSTEMS, AND THAT YOU HAVE A WORKING KNOWLEDGE OF THE USAGE AND INTRICACIES OF DIGITAL ASSETS SUCH AS BITCOIN (BTC), ETHER (ETH), AND OTHER DIGITAL TOKENS SUCH AS THOSE FOLLOWING THE ETHEREUM TOKEN STANDARD (ERC-20).
In particular, one of the other defining features of blockchain technology is that its entries are immutable, which means, as a technical matter, they generally cannot be deleted or modified by anyone. This includes smart contracts and cryptoassets generated and programmed by smart contracts. THUS, TRANSACTIONS RECORDED ON THE BLOCKCHAIN, INCLUDING INTERACTIONS WITH THE PROTOCOL, TRANSFERS OF CRYPTOASSETS, AND DATA PROGRAMMED INTO THESE ASSETS (SUCH AS LIQUIDATION OF COLLATERAL, DETERMINATION OF DEFAULT, AND REVENUE AND INTEREST ALLOCATIONS), MUST BE TREATED AS PERMANENT AND CANNOT BE UNDONE BY US OR BY ANYONE. YOU MUST BE VERY CAREFUL WHEN YOU FINALIZE ANY TRANSACTION THAT WILL BE RECORDED ON THE BLOCKCHAIN.
Code; Cryptography. You represent that you understand that if the source code or cryptography underlying the Protocol’s smart contracts or cryptoassets lent, borrowed, and pledged as collateral through the Protocol proves to be flawed or ineffective, malicious actors may be able to steal such assets. In the past, flaws in the source code of other crypto protocols and cryptoassets have been exposed and exploited. Several errors and defects have been publicly found and corrected, including those that disabled some functionality for users and exposed users’ personal information. Discovery of flaws in, or exploitations of, the source code that allow malicious actors to take or create additional cryptoassets in contravention of known network rules have occurred. In addition, the cryptography underlying a cryptoasset could prove to be flawed or ineffective, or developments in mathematics or technology, including advances in digital computing, algebraic geometry and quantum computing, could result in such cryptography becoming ineffective.
Volatility. You represent that you understand that the markets for these digital assets are highly volatile due to factors including (but not limited to) adoption, speculation, technology, security, and regulation. You acknowledge and accept that the cost and speed of transacting with cryptographic and blockchain-based systems such as Ethereum are variable and may increase dramatically at any time. You further acknowledge and accept the risk that your digital assets may lose some or all of their value while they are supplied to the Protocol through the Interface, you may suffer loss due to the fluctuation of prices of tokens in a trading pair or liquidity pool, and, especially in expert modes, experience significant price slippage and cost.
Oracles. You represent that you understand that like many decentralized finance (“DeFi”) protocols, the Protocol uses “oracles,” which refer to data points from outside the DeFi chain or environment that are used as base for certain calculations or operations. For instance, a DeFi lending protocol may rely on price oracles to determine whether loans are properly collateralized. If the oracle is compromised, the DeFi protocol using that oracle will no longer function correctly, and attacking the oracle can be used as a means to attack and manipulate a DeFi protocol, which may adversely affect Protocol Users.
Fake Tokens. You represent that you understand that anyone can create a cryptoasset token, including fake versions of existing tokens and tokens that falsely claim to represent projects, and acknowledge and accept the risk that you may mistakenly transact with those or other tokens.
Layer 1; Third Parties. You represent that you understand the underlying layer-1 blockchains on which the Protocol is deployed, including, for example, the Ethereum blockchain, are open source, which means that anyone can use, utilize, and build on top of it. By using the Services, you acknowledge and agree that (i) Company is not responsible for the operation of the layer-1 blockchains underlying the Protocol, (ii) there exists no guarantee of the functionality, security, or availability of the layer-1 blockchains, and (iii) the underlying layer-1 blockchains are subject to sudden changes in operating rules, such as those commonly referred to as “forks”. Company is not responsible for the content or services of any third-party, including, without limitation, any network, or apps like Discord, or MetaMask, and we make no representations regarding the content or accuracy of any third-party services or materials.
Lack of Anonymity on the Blockchain. A widespread belief is that transactions involving blockchains are anonymous. In fact, a central feature of blockchains and thus, blockchain-based transactions, are that they are transparent. Your public key and your wallet address, which you need to transact on the blockchain, are visible to anyone. To the extent your public key or wallet address can be linked back to you, it would be possible for someone to determine your identity and the cryptoassets you own.
Lending and Borrowing on the Protocol. BY ACCESSING AND USING THE INTERFACE OR ANY SERVICES, YOU REPRESENT THAT YOU HAVE CAREFULLY REVIEWED THE PROTOCOL DOCUMENTATION AND ARE FINANCIALLY AND TECHNICALLY SOPHISTICATED ENOUGH TO UNDERSTAND THE INHERENT RISKS OF INTERACTING WITH THE PROTOCOL AS WELL AS ENGAGING IN THE LENDING AND BORROWING ACTIVITIES ENABLED BY THE PROTOCOL. IF YOU DO NOT, YOU MAY NOT USE THE INTERFACE OR ANY SERVICES.
These inherent risks include, but are not limited to the following:
Use of the Protocol not guaranteed: There is no guarantee that you will be able to use the Protocol as a Protocol Lender or Protocol Borrower, including because your bids and offers are rejected.
Smart contract administration: Protocol User transactions are administered entirely and automatically by smart contracts. This means that there is no way, for example, to prevent liquidation of collateral once the conditions for liquidation are met.
Credit risk: Protocol Lenders face the risk of default by Protocol Borrowers, which could lead to losses.
No representations regarding creditworthiness: Neither Company nor the Protocol makes any representations whatsoever regarding the creditworthiness of Protocol Borrowers or the sufficiency of their pledged collateral.
Immediate collateral liquidation: Protocol Borrower collateral is liquidated immediately and without notice upon breaching a maintenance margin requirement.
Collateral may be insufficient: There is no guarantee that liquidation of Protocol Borrower collateral will be sufficient to cover the Borrower’s repayment obligations.
Liquidity risk: Protocol Lenders cannot demand early repayment of lent cryptoassets. Protocol Borrowers may not be able to obtain return of their collateral prior to their repayment deadline.
Operational risk: Protocol Users are exposed to operational risks associated with the Protocol’s management of collateral and the settlement process. This can include code errors and bugs, as well as hacks by malicious third parties.
User Error. You understand you are solely responsible for your use of the Protocol and the Services, including any transactions (erroneous or otherwise) you enter into as a result of the information provided by the Interface. Company will not take any action to resolve erroneous transactions, and in any event does not have the ability to modify or reverse transactions entered into using the Protocol.
Acknowledgment and Assumption of Risks
YOU FURTHER ACKNOWLEDGE THAT WE ARE NOT RESPONSIBLE FOR ANY OF THESE VARIABLES OR RISKS (INCLUDING, BUT NOT LIMITED TO, THOSE DESCRIBED ABOVE), DO NOT OWN OR CONTROL THE PROTOCOL, AND CANNOT BE HELD LIABLE FOR ANY RESULTING LOSSES THAT YOU EXPERIENCE WHILE ACCESSING OR USING THE INTERFACE. ACCORDINGLY, YOU UNDERSTAND AND AGREE TO ASSUME FULL RESPONSIBILITY FOR ALL OF THE RISKS OF ACCESSING AND USING ANY SERVICES, INCLUDING USING THE INTERFACE TO INTERACT WITH THE PROTOCOL.
The use and access of any third-party products or services, including through the Services, is at your own risk.
Access; Accessibility
We reserve the right to restrict your access from engaging with the Services to any extent (including completely barring you from the Services) for any reason at any time. You agree that we have the right to restrict your access to the Services via any technically available methods if we suspect, in our sole discretion, that (a) you are using the Services for money laundering or any illegal activity; (b) you have engaged in fraudulent activity; (c) you have acquired cryptoassets using inappropriate methods, including the use of stolen funds to purchase such assets; (d) you are the target of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or any other legal or regulatory authority in any applicable jurisdiction; (e) either you, as an individual or an entity, or your wallet address is listed on the Specially Designated Nationals and Blocked Persons List (“SDN List”), Consolidated Sanctions List (“Non-SDN Lists), or any other sanctions lists administered by OFAC; (f) you are located, organized, or resident in a country or territory that is, or whose government is, the subject of sanctions, including but not limited to Côte d’Ivoire, Cuba, Belarus, Iran, Iraq, Liberia, North Korea, Sudan, and Syria; or (g) you have otherwise acted in violation of these Terms. If we have a reasonable suspicion that you are utilizing the Site for illegal purposes, we reserve the right to take whatever action we deem appropriate.
From time to time, the Services may be inaccessible or inoperable for any reason, including: (a) equipment or technology or other infrastructure delay, inaccessibility, or malfunctions; (b) periodic maintenance procedures or repairs; (c) disruptions and temporary or permanent unavailability of underlying blockchain infrastructure; or (d) unavailability of third-party service providers or external partners for any reason. Company has no responsibility or liability for any losses or other injuries resulting from any such events.
In addition, the Services may change, which means that some or all of the Services or features of the Services may be changed, replaced, or discontinued (temporarily or permanently) at any time in Company’s sole discretion. Company has no responsibility or liability for any losses or other injuries resulting from any such changes.
You acknowledge and agree that you will access and use the Services, including, without limitation, the Site at your own risk. You should not engage in blockchain-based transactions unless it is suitable given your circumstances and financial resources. By using the Services, you represent that you have been, are and will be solely responsible for conducting your own due diligence into the risks of a transaction and the underlying smart contracts and cryptoassets.
Fees
You may have to pay the Ethereum network what is known as “Gas” for certain interactions with the Protocol. For every transaction with the Protocol, a Gas fee is applicable that may vary based on your crypto wallet’s settings as well as market conditions. This fee is not charged by Company or the Protocol.
At this time, Company does not charge you a fee in order to use the Interface. However, the Protocol charges Borrowers a servicing fee (the “Protocol Servicing Fee”). Please refer to the Protocol Documentation for more information. The Interface interacts with Protocol smart contracts that calculate and allocate the Protocol Servicing Fee to the entitled parties in an automated way pursuant to which Company has no possibility to interact. You herewith unconditionally and irrevocably agree to the automated collection and disbursement of fees, including but not limited to to the Protocol Servicing Fee by smart contracts. You further acknowledge and agree that the applicable Protocol smart contract will dictate how the fees are distributed. YOU ALSO ACKNOWLEDGE AND AGREE THAT COMPANY HAS NO CONTROL OVER ALLOCATION, COLLECTION, AND DISBURSEMENT OF THE PROTOCOL SERVICING FEE, WHICH IMPLEMENTED ENTIRELY BY SMART CONTRACTS, AND COMPANY CANNOT REVERSE, REFUND, OR MODIFY IN ANY OTHER WAY SUCH FEE.
Intellectual Property Rights
The Website, all content, and other materials contained therein, including, without limitation, the Company logo, and all designs, text graphics, pictures, information, data, software, and files relating to any Services (“Content”) are the proprietary property of Company and/or licensors, as applicable.
The Company logo and any Interface or service names, logos, or slogans that may appear on the Interface or elsewhere are the proprietary property of Company and may not be copied, imitated or used, in whole or in part, without our prior written permission.
Unless otherwise stated, you may not use any Content without our express written permission.
We reserve the right to suspend or terminate your access to Services if we suspect that you have actually or allegedly infringed upon any person’s intellectual property rights.
Disclaimers; Limitations on Liability
We make no representations or warranties. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE AND OUR PARENTS, SUBSIDIARIES, AFFILIATES, RELATED COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, PARTNERS, AND LICENSORS (COLLECTIVELY, THE “COMPANY INDEMNIFIED PARTIES”) MAKE NO GUARANTEES OF ANY KIND IN CONNECTION WITH THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE COMPANY INDEMNIFIED PARTIES DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT AND DISCLAIM ALL RESPONSIBILITY AND LIABILITY FOR: THE SERVICES BEING ACCURATE, COMPLETE, CURRENT, RELIABLE, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. INFORMATION (INCLUDING, WITHOUT LIMITATION, THE VALUE OR OUTCOME OF ANY TRANSACTION) AVAILABLE THROUGH THE SERVICE IS PROVIDED FOR GENERAL INFORMATION ONLY AND SHOULD NOT BE RELIED UPON OR USED AS THE SOLE BASIS FOR MAKING DECISIONS. ANY RELIANCE ON THE SERVICES IS AT YOUR OWN RISK. INJURY OR DAMAGE RESULTING FROM THE SERVICES. FOR EXAMPLE, YOU EXPRESSLY ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT THE SERVICES MAY CONTAIN AUDIO-VISUAL EFFECTS, STROBE LIGHTS OR OTHER MATERIALS THAT MAY AFFECT YOUR PHYSICAL SENSES AND/OR PHYSICAL CONDITION. FURTHER, YOU EXPRESSLY ACKNOWLEDGE THAT THE COMPANY INDEMNIFIED PARTIES ARE NOT RESPONSIBLE FOR LOSS OR DAMAGE CAUSED BY ANOTHER USER’S CONDUCT, UNAUTHORIZED ACTORS, OR ANY UNAUTHORIZED ACCESS TO OR USE OF THE SERVICES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ANY COMPANY INDEMNIFIED PARTY BE LIABLE TO YOU FOR ANY LOSS, DAMAGE, OR INJURY OF ANY KIND INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE LOSSES OR DAMAGES, OR DAMAGES FOR SYSTEM FAILURE OR MALFUNCTION OR LOSS OF PROFITS, DATA, USE, BUSINESS OR GOOD-WILL OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH: (A) THE SERVICES OR YOUR INABILITY TO USE OR ACCESS THE SERVICES; (B) MISUSE OF THE SERVICES (INCLUDING WITHOUT LIMITATION, UNAUTHORIZED ACCESS OF THE SERVICES); (C) ANY USER CONDUCT ON THE SERVICES; OR (D) TERMINATION, SUSPENSION OR RESTRICTION OF ACCESS TO ANY THE SERVICES.
IN ADDITION TO THE FOREGOING, NO COMPANY INDEMNIFIED PARTY SHALL BE LIABLE FOR ANY DAMAGES CAUSED IN WHOLE OR IN PART BY: (A) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUCTED SMART CONTRACTS OR OTHER TRANSACTIONS; (B) SERVER FAILURE OR DATA LOSS; (C) THE MALFUNCTION, UNEXPECTED FUNCTION OR UNINTENDED FUNCTION OF THE BLOCKCHAIN, ANY COMPUTER OR CRYPTOASSET NETWORK (INCLUDING ANY WALLET PROVIDER), INCLUDING WITHOUT LIMITATION LOSSES ASSOCIATED WITH NETWORK FORKS, REPLAY ATTACKS, DOUBLE-SPEND ATTACKS, SYBIL ATTACKS, 51% ATTACKS, GOVERNANCE DISPUTES, MINING DIFFICULTY, CHANGES IN CRYPTOGRAPHY OR CONSENSUS RULES, HACKING, OR CYBERSECURITY BREACHES; (D) ANY CHANGE IN VALUE OF ANY CRYPTOASSET; (E) ANY CHANGE IN LAW, REGULATION, OR POLICY; (VI) EVENTS OF FORCE MAJEURE; OR (F) ANY THIRD PARTY.
THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THESE TERMS HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER THE ASSERTED LIABILITY OR DAMAGES ARE BASED ON CONTRACT, INDEMNIFICATION, TORT, STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT THE COMPANY INDEMNIFIED PARTIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE.
IN NO EVENT WILL THE COMPANY INDEMNIFIED PARTIES’ CUMULATIVE LIABILITY TO YOU OR ANY USER OF SERVICES OR ANY PROTOCOL USER, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, EXCEED ONE THOUSAND U.S. DOLLARS (US$1,000.00).
UNDER NO CIRCUMSTANCES SHALL ANY COMPANY INDEMNIFIED PARTY BE REQUIRED TO DELIVER TO YOU ANY VIRTUAL CURRENCY AS DAMAGES, MAKE SPECIFIC PERFORMANCE, OR ANY OTHER REMEDY. IF YOU WOULD BASE YOUR CALCULATIONS OF DAMAGES IN ANY WAY ON THE VALUE OF VIRTUAL CURRENCY, YOU AND WE AGREE THAT THE CALCULATION SHALL BE BASED ON THE LOWEST VALUE OF THE VIRTUAL CURRENCY DURING THE PERIOD BETWEEN THE ACCRUAL OF THE CLAIM AND THE AWARD OF DAMAGES.
Some jurisdictions do not allow the exclusion or limitation of certain warranties and liabilities provided in this section; accordingly, some of the above limitations and disclaimers may not apply to you. To the extent applicable law does not permit Company Indemnified Parties to disclaim certain warranties or limit certain liabilities, the extent of Company Indemnified Parties’ liability and the scope of any such warranties will be as permitted under applicable law.
Company is not licensed by or registered with any financial services or other regulator whether in the British Virgin Islands or otherwise. Accordingly, we do not have any duties under any British Virgin Islands financial services legislation to you, and nor do you have any recourse to any financial services regulator in the British Virgin Islands if you are dissatisfied with any aspect of the Interface or the Services.
Furthermore, Company is not regulated or licensed in any other jurisdiction by any financial services or other regulator. There is no governmental or other compensation payable should you suffer any loss or damage. By using the Services you warrant that you understand and accept that you have no protections of this kind under applicable law.
Taxes
You are responsible for your taxes and duties. You bear sole responsibility for paying any and all taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority associated with their use of the Services, and/or payable as the result of using and/or exploiting any cryptoassets and interacting with smart contracts. Blockchain-based transactions are novel, and their tax treatment is uncertain.
You are solely responsible for maintaining all relevant tax records and complying with any reporting requirements you may have as related to your use of the Interface and the Services. You are further solely responsible for independently maintaining the accuracy of any record submitted to any tax authority including any information derived from the Services and the Interface.
Indemnity
You agree to indemnify, defend, and hold harmless the Company Indemnified Parties from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of: (a) your breach or alleged breach of these Terms; (b) anything you contribute to the Services; (c) your misuse of the Services, or any smart contract and/or script related thereto; (d) your violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities; (e) your violation of the rights of any third party, including any intellectual property right, publicity, confidentiality, property, or privacy right; (f) your use of a third-party product, service, and/or website; or (g) any misrepresentation made by you. We reserve the right to assume, at your expense, the exclusive defense and control of any matter subject to indemnification by you. You agree to cooperate with our defense of any claim. You will not in any event settle any claim without our prior written consent.
Amendment and Variation
These Terms may from time to time be updated or amended. We will post any such updates on the Interface or the Website. Such updated Terms as posted will take effect immediately unless otherwise indicated. You should regularly check the Interface to inform yourself of any such changes. In addition, we may at any time change, add or remove any feature or functionality of the Interface without prior notice. By continuing to use any Servicesafter any such changes have taken effect, you are indicating your acceptance of the updated or amended Terms. If you do not wish to be bound by any changes or amendments to these Terms then you should stop using the Services immediately.
Applicable Law
All matters relating to 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 laws of the British Virgin Islands without giving effect to any choice or conflict of law provision or rule (whether of the British Virgin Islands or any other jurisdiction).
Arbitration Agreement and Waiver of Rights, Including Class Actions
PLEASE READ THIS SECTION CAREFULLY: IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
Agreement to Attempt to Resolve Disputes Through Good Faith Negotiations
Prior to commencing any legal proceeding against us of any kind, including an arbitration as set forth below, you and we agree that we will attempt to resolve any dispute, claim, or controversy between us arising out of or relating to the Terms or the Services (each, a “Dispute” and, collectively, “Disputes”) by engaging in good faith negotiations. Such good faith negotiations require, at a minimum, that the aggrieved party provide a written notice to the other party specifying the nature and details of the Dispute. The party receiving such notice shall have thirty (30) days to respond to the notice. Within sixty (60) days after the aggrieved party sent the initial notice, the parties shall meet and confer in good faith by videoconference, or by telephone, to try to resolve the Dispute. If the parties are unable to resolve the Dispute within ninety (90) days after the aggrieved party sent the initial notice, the parties may agree to mediate their Dispute, or either party may submit the Dispute to arbitration as set forth below.
Agreement to Arbitrate
You and we agree that any Dispute that cannot be resolved through the procedures set forth above will be resolved through binding arbitration in accordance with the International Arbitration Rules of the International Centre for Dispute Resolution. The place of arbitration shall be the British Virgin Islands. The language of the arbitration shall be English. The arbitrator(s) shall have experience adjudicating matters involving Internet technology, software applications, financial transactions and, ideally, blockchain technology. The arbitrator’s award of damages must be consistent with limitations of liability set forth in these Terms, including the terms of the “Limitations on Liability” subsection of these Terms, as to the types and amounts of damages for which a party may be held liable. The prevailing party will be entitled to an award of their reasonable attorney’s fees and costs. Except as may be required by law, neither a party nor its representatives may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of all parties. You agree that for any arbitration you initiate, you will pay the filing fee. For any arbitration we initiate, we will pay the filing fee.
YOU ACKNOWLEDGE AND AGREE THAT YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. FURTHER, UNLESS BOTH YOU AND WE OTHERWISE AGREE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF ANY CLASS OR REPRESENTATIVE PROCEEDING.
Any Dispute must be filed within one (1) year after such claim arose; otherwise, the claim is permanently barred.
Changes
By rejecting any changes to these Terms, you agree that you will arbitrate any Dispute between you and us in accordance with the provisions of this section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
Judicial Actions
Any Dispute that is not arbitrable for any reason shall be instituted exclusively in the British Virgin Islands, although we retain the right to bring any suit, action or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
If you have not provided contact details to us, you agree that we may serve any notice or court documents on you to your wallet and you warrant and agree that this constitutes good service.
Severability
If any provision of the Terms is determined to be unlawful, void, or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from the Terms. Such determination shall not affect the validity and enforceability of any other remaining provisions.
Assignment
The Terms may be assigned without your prior consent to any Company Indemnified Party, or to its successors in the interest of any business associated with the Services provided by us. You may not assign or transfer any rights or obligations under the Terms or any without our prior written consent.
Entire Agreement
These Terms and any policies or operating rules posted by us on the Services constitute the entire agreement and understanding between you and us and govern your use of the Services, superseding any prior or contemporaneous agreements, communications, and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of these Terms). Any failure by us to exercise or enforce any right or provision of any of the agreements set forth above (including, without limitation, these Terms) shall not constitute a waiver of such right or provision.
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