From 3732b955f5e89996b6081bfa13a4ea1c0b748b84 Mon Sep 17 00:00:00 2001 From: aleka Date: Fri, 10 Nov 2023 14:58:26 -0500 Subject: [PATCH] add sample terms of use (#138) * add sample terms of use * add back article mixin --- src/pages/TermsOfUsePage.tsx | 1068 +++++++++++++++++++++++++++++++++- 1 file changed, 1067 insertions(+), 1 deletion(-) diff --git a/src/pages/TermsOfUsePage.tsx b/src/pages/TermsOfUsePage.tsx index 9f5a6cc..cc4ea51 100644 --- a/src/pages/TermsOfUsePage.tsx +++ b/src/pages/TermsOfUsePage.tsx @@ -5,8 +5,1074 @@ import { articleMixins } from '@/styles/articleMixins'; export const TermsOfUsePage = () => (
-

Terms of Use

+

Sample Terms of Use

+
+
+

+ + THE INTERFACE (AS DEFINED BELOW) IS NOT AVAILABLE TO PERSONS OR ENTITIES WHO RESIDE IN, + ARE LOCATED IN, ARE INCORPORATED IN, OR HAVE A REGISTERED OFFICE IN THE UNITED STATES OF + AMERICA OR CANADA (COLLECTIVELY, “BLOCKED PERSONS”). MOREOVER, NO SERVICES (AS DEFINED + BELOW) ARE OFFERED TO PERSONS OR ENTITIES WHO RESIDE IN, ARE CITIZENS OF, ARE LOCATED IN, + ARE INCORPORATED IN, OR HAVE A REGISTERED OFFICE IN ANY RESTRICTED TERRITORY (AS DEFINED + BELOW, AND ANY SUCH PERSON OR ENTITY FROM A RESTRICTED TERRITORY, A “RESTRICTED PERSON”). + WE DO NOT MAKE EXCEPTIONS; THEREFORE, IF YOU ARE A BLOCKED PERSON, THEN DO NOT ATTEMPT TO + USE THE INTERFACE AND IF YOU ARE A RESTRICTED PERSON, THEN DO NOT ATTEMPT TO USE ANY OF + THE SERVICES. USE OF A VIRTUAL PRIVATE NETWORK (“VPN”) TO CIRCUMVENT THE RESTRICTIONS SET + FORTH HEREIN IS PROHIBITED. + +

+

+ These terms of use, together with any documents and additional terms they expressly + incorporate by reference, which includes any other terms and conditions or other agreement + that our posts publicly or makes available to you or the company or other legal entity you + represent (“you” or “your”) (collectively, these “Terms”), are entered into between us and + you concerning your use of, and access to: +

+
    +
  • + this website (and any subdomains); web applications; mobile applications; and all + associated sites linked thereto by us (collectively with any materials and services + available therein, and successor website(s) or application(s) thereto, the “Site”); and +
    • +
+
    +
  • + all products and features available via the Site, including the smart contracts, + decentralized applications, APIs and all other software that we or a third party has + developed for trading blockchain-based assets (collectively, “Digital Assets”), including + entering into perpetual contracts (“Perpetual Contracts”) related to Digital Assets, or + exchanging one Digital Asset for another Digital Asset (collectively the “Interface”, and + together with the Site, the “Services”). +
    • +
+

+ Please read these Terms carefully, as these Terms govern your use of the Services. These + Terms expressly cover your rights and obligations, and our disclaimers and limitations of + legal liability, relating to your use of, and access to, the Services. By clicking “I agree” + (or a similar language) to these Terms, acknowledging these Terms by other means, or + otherwise accessing or using the Services, you accept and agree to be bound by and to comply + with these Terms, including the mandatory arbitration provision in Section 15. If you do not + agree to these Terms, then you must not access or use the Services. +

+

+ + Please carefully review the disclosures and disclaimers set forth in Section 12 in their + entirety before using any Services. + {' '} + The information in Section 12 provides important details about the legal obligations + associated with your use of the Services. By accessing or using the Services, you agree that + we do not provide execution, settlement, or clearing services of any kind and are not + responsible for the execution, settlement, or clearing of transactions automated through the + Services. +

+

+ 1. MODIFICATIONS TO THESE TERMS +

+

+ We reserve the right, in our sole discretion, to modify these Terms from time to time. If we + make changes, we will provide you with notice of such changes, such as by providing notice + through the Services or updating the “Last Updated” date at the top of these Terms. Unless + we state otherwise in our notice, all such modifications are effective immediately, and your + continued use of the Services after we provide that notice will confirm your acceptance of + the changes. If you do not agree to the amended Terms, then you must stop using the + Services. +

+

+ 2. USE OF SERVICES +

+
    +
  • + 2.1 As a condition to accessing or using the Services, you represent and warrant to us the + following: +
      +
    • + if you are entering into these Terms as an individual, then you are of legal age in + the jurisdiction in which you reside and you have the legal capacity to enter into + these Terms and be bound by them; +
      • +
    +
      +
    • + if you are entering into these Terms as an entity, then you must have the legal + authority to accept these Terms on that entity’s behalf, in which case “you” (except + as used in this paragraph) will mean that entity; +
      • +
    +
      +
    • + if you are entering into these Terms to access the Interface or will in the future + access the Interface, then you are not a Blocked Person, and are not accessing the + Interface from within the United States or Canada (collectively, "Blocked + Countries"); +
      • +
    +
      +
    • + you must not be a resident, citizen or agent of, or incorporated in, and do not have a + registered office in Iran, Cuba, North Korea, Syria, Myanmar (Burma), the regions of + Crimea, Donetsk or Luhansk, or any other country or region that is the subject of + comprehensive country-wide or region-wide economic sanctions by the United States + (collectively, “Restricted Territories”); +
      • +
    +
      +
    • + you are not the subject of economic or trade sanctions administered or enforced by any + governmental authority or otherwise designated on any list of prohibited or restricted + parties (including the list maintained by the Office of Foreign Assets Control of the + U.S. Department of the Treasury) (collectively, “Sanctioned Person”); +
      • +
    +
      +
    • you do not intend to transact with any Restricted Person or Sanctioned Person;
      • +
    +
      +
    • + you do not, and will not, use a VPN or any other privacy or anonymization tools or + techniques to circumvent, or attempt to circumvent, any restrictions that apply to the + Services; and +
      • +
    +
      +
    • + your access to the Services (a) is not prohibited by and does not otherwise violate or + assist you to violate any domestic or foreign law, rule, statute, regulation, by-law, + order, protocol, code, decree, or another directive, requirement, or guideline, + published or in force that applies to or is otherwise intended to govern or regulate + any person, property, transaction, activity, event or other matter, including any + rule, order, judgment, directive or other requirement or guideline issued by any + domestic or foreign federal, provincial or state, municipal, local or other + governmental, regulatory, judicial or administrative authority having jurisdiction + over us, you, the Services, or as otherwise duly enacted, enforceable by law, the + common law or equity (collectively, “Applicable Laws”); and (b) does not contribute to + or facilitate any illegal activity. +
      • +
    +
    • +
+
    +
  • + 2.2 As a condition to accessing or using the Services, you acknowledge, understand, and + agree to the following: +
      +
    • + 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 that we or any of our + suppliers or contractors may undertake from time to time; (c) causes beyond our + control or that we could not reasonably foresee; (d) disruptions and temporary or + permanent unavailability of underlying blockchain infrastructure; or (e) + unavailability of third-party service providers or external partners for any reason. + Without limitation of any other provision of these Terms, and as set forth below, we, + and any software developers of the Services, have no responsibility or liability for + any losses or other injuries resulting from any such events; +
      • +
    +
      +
    • + we reserve the right to disable or modify access to the Services (such as restricting + features of the Services) at any time in the event of any breach of these Terms, + including, if we reasonably believe any of your representations and warranties may be + untrue, misleading, or inaccurate, and we will not be liable to you for any losses or + damages you may suffer as a result of or in connection with the Services being + inaccessible to you at any time or for any reason; +
      • +
    +
      +
    • + the Services may evolve, which means we may apply changes, replace, or discontinue + (temporarily or permanently) the Services at any time in our sole discretion; +
      • +
    +
      +
    • + the pricing information and other data provided on the Site does not represent (i) an + offer, a solicitation of an offer, or recommendation to enter into, a transaction with + us (other than the payment of any fees to us) or (ii) any advice regarding a + transaction entered into using the Services; +
      • +
    +
      +
    • we do not act as an agent for you or any other user of the Services;
      • +
    +
      +
    • + you are solely responsible for your use of the Services, including all of your + transfers of Digital Assets; +
      • +
    +
      +
    • + to the fullest extent not prohibited by Applicable Law, we, and any software + developers of the Services, 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, you hereby irrevocably disclaim, waive, and eliminate those duties and + liabilities; +
      • +
    +
      +
    • + you are solely responsible for reporting and paying any taxes applicable to your use + of the Services; +
      • +
    +
      +
    • + we have no control over, or liability for, the delivery, quality, safety, legality, or + any other aspect of any Digital Assets that you may transfer to or from a third party, + and we are not responsible for ensuring that an entity with whom you transact + completes the transaction or is authorized to do so, and if you experience a problem + with any transactions in Digital Assets using the Services, then you bear the entire + risk; +
      • +
    +
      +
    • + we may, from time to time, operate contests, promotions, sweepstakes or other + activities or offer referral programs (“Promotions and Referrals”), which may be + governed by separate terms and conditions and rules that may contain certain + eligibility requirements; and you are responsible for reading all terms and conditions + and rules relating to the Promotions and Referrals to determine whether you are + eligible to participate; if you enter or participate in any Promotions and Referrals, + then you agree to abide by and to comply with all terms and conditions and rules of + such Promotions and Referrals; all Promotions and Referrals will be optional so you + should not enter or participate in such Promotions and Referrals if you do not agree + to abide by and comply with all such terms and conditions and rules; and +
      • +
    +
      +
    • + if you receive discounts on fees from any Promotions and Referrals that are not + subject to separate terms and conditions and rules, then we reserve the right to add + to, modify or eliminate the discounts and any other aspect of such Promotions and + Referrals. +
      • +
    +
    • +
+
    +
  • + 2.3 As a condition to accessing or using the Services, you covenant to us the following: +
      +
    • + in connection with using the Services, you only will transfer legally-obtained Digital + Assets that belong to you; +
      • +
    +
      +
    • + you will obey all Applicable Laws in connection with using the Services, and you will + not use the Services if the laws of your country, or any other Applicable Law, + prohibit you from doing so; +
      • +
    +
      +
    • + any Digital Assets you use in connection with the Services are either owned by you or + you are validly authorized to carry out actions using such Digital Assets; and +
      • +
    +
      +
    • + in addition to complying with all restrictions, prohibitions, and other provisions of + these Terms, you will (a) ensure that, at all times, all information that you provide + on the Site and during your use of the Services is current, complete, and accurate; + and (b) maintain the security and confidentiality of your private keys associated with + your public blockchain address, passwords, API keys and other related credentials. +
      • +
    +
    • +
+

+ 3. FEES AND PRICE ESTIMATES +

+

+ In connection with your use of the Services, unless expressly stated otherwise pursuant to a + promotion operated by us, you are required to pay all fees necessary for interacting with + any blockchain-based network, including “gas” costs, as well as all other fees reflected on + the Site at the time of your use of the Services. Although we attempt to provide accurate + fee information, this information reflects our estimates of fees, which may vary from the + actual fees paid to use the Services or interact with the applicable blockchain-based + network. +

+

+ 4. NO PROFESSIONAL ADVICE OR FIDUCIARY DUTIES +

+

+ All information provided in connection with your access and use of the Services is for + informational purposes only and should not be construed as professional advice. You should + not take, or refrain from taking any action based on any information contained on the Site + 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, or other decisions involving the Services, you + should seek independent professional advice from an individual who is licensed and qualified + in the area for which such advice would be appropriate. The Terms are not intended to, and + do not, create or impose any fiduciary duties on us. You further agree that the only duties + and obligations that we owe you are those set out expressly in these Terms. +

+

+ 5. PROHIBITED ACTIVITY +

+

+ You may not use the Services to engage in the categories of activity set forth below + (“Prohibited Uses”). The specific activities set forth below are representative, but not + exhaustive, of Prohibited Uses. If you are uncertain as to whether your use of the Services + involves a Prohibited Use or have other questions about how these requirements apply to you, + then please contact us using the information set forth in Section 19. By using the Services, + you confirm that you will not engage in any of the following Prohibited Uses: +

+
    +
  • + violate any Applicable Laws including any relevant and applicable anti-money laundering + and anti-terrorist financing laws and sanctions programs, such as the Bank Secrecy Act and + the U.S. Department of Treasury’s Office of Foreign Asset Controls; +
    • +
+
    +
  • + 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 + our or our licensors’ intellectual property, name or logo, including use of our trade, + service or licensed marks, without express consent from us or in a manner that otherwise + harms us; any action that implies an untrue endorsement by or affiliation with us; +
    • +
+
    +
  • + 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) trading ahead of + another user of the Services or front-running; (c) fraudulent trading; (d) accommodation + trading; (e) fictitious transactions; (f) pre-arranged or non-competitive transactions; + (g) cornering, or attempted cornering, of any Perpetual Contracts or other Digital Assets; + (h) violations of bids or offers; (i) wash trading (i.e., entering buy and sell + orders at or about the same price, volume, and time for the purpose of generating trading + volume); (j) manipulation (i.e., trading for the purposes of affecting the market + price of a Digital Asset and creating an artificial price); (k) spoofing (i.e., + placing buy or sell orders without a bona fide intent to transact and with the intent to + cancel before execution); (l) knowingly making any bid or offer for the purpose of making + a market price that does not reflect the true state of the market; (m) entering orders for + the purpose of entering into transactions without a net change in either party’s open + positions but a resulting profit to one party and a loss to the other party, commonly + known as a “money pass;” or (n) any other trading activity that, in our reasonable + judgment, is abusive, improper or disruptive to the operation of the Interface. +
    • +
+
    +
  • + use the Services in any manner that could interfere with, disrupt, negatively affect, or + inhibit other users from fully enjoying the Services, or that could damage, disable, + overburden, or impair the functioning of the Services in any manner; +
    • +
+
    +
  • + circumvent any content-filtering techniques, security measures or access controls that we + employ on the Site, including through the use of a VPN; +
    • +
+
    +
  • + use any robot, spider, crawler, scraper or other automated means or interface not provided + by us to access the Services, to extract data, or to introduce any malware, virus, Trojan + horse, worm, logic bomb, drop-dead device, backdoor, shutdown mechanism or other harmful + material into the Services; +
    • +
+
    +
  • + provide false, inaccurate, or misleading information while using the Services or engage in + activity that operates to defraud us, other users of the Services or any other person; +
    • +
+
    +
  • + use or access the Services to transmit or exchange 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, vulgar, suggestive, + harassing, stalking, hateful, threatening, offensive, discriminatory, bigoted, abusive, + inflammatory, fraudulent, deceptive or otherwise objectionable, or likely or intended to + incite, threaten, facilitate, promote, or encourage hate, racial intolerance or violent + acts against others; +
    • +
+
    +
  • + use the Services from a jurisdiction (including an IP address in a jurisdiction) that we + have, in our sole discretion, determined is a jurisdiction where the use of the Services + is prohibited, including any Blocked Countries or any Restricted Territory; +
    • +
+
    +
  • + harass, abuse or harm another person, including our employees and service providers; +
    • +
+
    +
  • impersonate another user of the Services 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 5 or any other + provision of these Terms. +
    • +
+

+ 6. CONTENT +

+

+ You hereby grant to us a royalty-free, fully paid-up, sublicensable (through multiple + tiers), transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, copy, + modify, create derivative works of, display, perform, publish and distribute, in any form, + medium or manner, any content that is available to other users as a result of your use of + the Services (collectively, “Your Content”), including for promoting us or the Services. You + represent and warrant that (a) you own Your Content or have the right to grant the rights + and licenses in these Terms; and (b) Your Content and our use of Your Content, as licensed + herein, does not and will not violate, misappropriate or infringe on any third party’s + rights. +

+

+ 7. PROPRIETARY RIGHTS +

+
    +
  • + 7.1. You acknowledge that certain aspects of the Services may use, incorporate or link to + certain open-source components and that your use of the Services is subject to, and you + will comply with, any applicable open-source licenses and terms of use that govern any + such open-source components, including terms of use with respect to v4 software, available + at https://dydx.exchange/legal (collectively, the “Open-Source Licenses”). Without + limiting the generality of the foregoing, you may not (a) resell, lease, lend, share, + distribute, or otherwise permit any third party to use the Services; (b) use the Services + for time-sharing or service bureau purposes; or (c) otherwise use the Services in a manner + that violates the Open-Source Licenses. +
    • +
+
    +
  • + 7.2. Excluding third-party software that the Services incorporates, as between you and us, + we own the Services, including all technology, content and other materials used, displayed + or provided on the Site or in connection with the Services (including all intellectual + property rights subsisting therein, whether or not subject to the Open-Source Licenses), + and hereby grants you a limited, non-exclusive, revocable, non-transferable, + non-sublicensable license to access and use those portions of the Services that are + proprietary to us and not available pursuant to the Open-Source Licenses. +
    • +
+
    +
  • + 7.3. Any of our product or service names, logos, and other marks used as a part of the + Services, including our name and logo, are trademarks owned by us or our licensors. You + may not copy, imitate, or use them without the prior written consent of us or the + applicable licensors, and these Terms do not grant you any rights in those trademarks. You + may not remove, obscure, or alter any legal notices displayed in or along with the + Services. +
    • +
+
    +
  • + 7.4. The Services are non-custodial. When you deposit Digital Assets into any smart + contract available on the Interface, you are not transferring Digital Assets to us, and + you retain control over those Digital Assets at all times. The private key associated with + the blockchain address from which you transfer Digital Assets is the only private key that + can control the Digital Assets you transfer into the smart contracts available on the + Interface. +
    • +
+

+ 8. LINKS +

+

+ The Services or third parties may provide links to other World Wide Web or accessible 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. +

+

+ 9. MODIFICATION, SUSPENSION, AND TERMINATION +

+

+ We may, at our sole discretion, from time to time and with or without prior notice to you, + modify, suspend or disable (temporarily or permanently) the Services, in whole or in part, + for any reason whatsoever, including to only allow open Perpetual Contracts to be closed. + Upon termination of your access, your right to use the Services will immediately cease. We + will not be liable for any losses suffered by you resulting from any modification to any + Services or from any modification, suspension or termination, for any reason, of your access + to all or any portion of the Services. The following sections of these Terms will survive + any termination of your access to the Services, regardless of the reasons for its expiration + or termination, in addition to any other provision which by law or by its nature should + survive: Section 7 and Sections 9 through Section 17. +

+

+ 10. RISKS +

+
    +
  • + 10.1. By accessing or using the Services , you understand and agree to the inherent risks + associated with cryptographic systems and blockchain-based networks; Digital Assets, + including the usage and intricacies of native Digital Assets; smart contract-based tokens, + including fungible tokens and NFTs; and systems that interact with blockchain-based + networks. We do not own or control any of the underlying software through which blockchain + networks are formed. In general, the software underlying blockchain-based networks is open + source, such that anyone can use, copy, modify, and distribute it. By using the Services, + you acknowledge and agree (a) that we are not responsible for the operation of the + blockchain-based software and networks underlying the Services, (b) that there exists no + guarantee of the functionality, security, or availability of that software and networks, + and (c) that the underlying blockchain-based networks are subject to sudden changes in + operating rules, such as those commonly referred to as “forks,” which may materially + affect the Services. Blockchain networks use public and private key cryptography. You + alone are responsible for securing your private key(s). We do not have access to your + private key(s). Losing control of your private key(s) will permanently and irreversibly + deny you access to Digital Assets on the applicable blockchain-based networks. Neither we + nor any other person or entity will be able to retrieve or protect your Digital Assets. If + your private key(s) are lost, then you will not be able to transfer your Digital Assets to + any other blockchain address or wallet. If this occurs, then you will not be able to + realize any value or utility from the Digital Assets that you may hold. +
    • +
+
    +
  • + 10.2. You acknowledge and understand that the Services and your Digital Assets could be + impacted by one or more regulatory inquiries or regulatory actions, which could impede or + limit our ability to continue to make available our proprietary software and could impede + or limit your ability to access or use the Services. +
    • +
+
    +
  • + 10.3. You acknowledge and understand that cryptography is a progressing field with + advances in code cracking or other technical advancements, such as the development of + quantum computers, which may present risks to Digital Assets and the Services, and could + result in the theft or loss of your Digital Assets. To the extent possible, the smart + contracts available on the Interface will be updated to account for any advances in + cryptography and to incorporate additional security measures necessary to address risks + presented from technological advancements, but that intention does not guarantee or + otherwise ensure full security of the Services. +
    • +
+
    +
  • + 10.4. You understand that blockchain-based networks remain under development, which + creates technological and security risks when using the Services in addition to + uncertainty relating to Digital Assets and transactions therein. You acknowledge that the + cost of transacting on any blockchain-based network is variable and may increase at any + time causing impact to any activities taking place on the applicable blockchain-based + network, which may result in price fluctuations or increased costs when using the + Services. +
    • +
+
    +
  • + 10.5. You acknowledge that the Services are subject to flaws and that you are solely + responsible for evaluating any code provided relating to the Services. This warning and + other warnings that we provide in these Terms are in no way evidence or represent an + on-going duty to alert you to all of the potential risks of utilizing the Services. +
    • +
+
    +
  • + 10.6. Although we intend to provide accurate and timely information and data on the Site + and during your use of the Services, the Site and other information available when using + the Services may not always be entirely accurate, complete, or current and may also + include technical inaccuracies or typographical errors. To continue to provide you with as + complete and accurate information as possible, information may be changed or updated from + time to time without notice, including information regarding our policies. Accordingly, + you acknowledge and understand that you should verify all information before relying on + it, and all decisions based on information contained on as part of the Services are your + sole responsibility. No representation is made as to the accuracy, completeness, or + appropriateness for any particular purpose of any pricing information distributed via the + Site or otherwise when using the Services. Prices and pricing information may be higher or + lower than prices available on platforms providing similar services. +
    • +
+
    +
  • + 10.7. Any use or interaction with the Services requires a comprehensive understanding of + applied cryptography and computer science to appreciate the inherent risks, including + those listed above. You represent and warrant that you possess relevant knowledge and + skills. Any reference to a type of Digital Asset on the Site or otherwise during the use + of the Services does not indicate our approval or disapproval of the technology on which + the Digital Asset relies, and should not be used as a substitute for your understanding of + the risks specific to each type of Digital Asset. +
    • +
+
    +
  • + 10.8. Use of the Services in particular for entering into Perpetual Contracts may carry + financial risk. Digital Assets, especially in connection with Perpetual Contracts, are, by + their nature, highly experimental, risky, and volatile. Transactions entered into in + connection with the Services are irreversible, final and there are no refunds. You + acknowledge and agree that you will access and use the Services at your own risk. The risk + of loss in trading Digital Assets, especially entering into Perpetual Contracts, can be + substantial. You should, therefore, carefully consider whether such trading is suitable + for you in light of your circumstances and financial resources. By using the Services, you + represent and warrant that you have been, are, and will be solely responsible for making + your independent appraisal and investigations into the risks of a given transaction and + the underlying Digital Assets, including Perpetual Contracts. You represent that you have + sufficient knowledge, market sophistication, professional advice, and experience to make + your evaluation of the merits and risks of any transaction conducted in connection with + the Services or any Digital Asset. You accept all consequences of using the Services, + including the risk that you may lose access to your Digital Assets indefinitely. All + transaction decisions are made solely by you. Notwithstanding anything in these Terms, we + accept no responsibility whatsoever for, and will in no circumstances be liable to you for + any loss or injury sustained by you or any third parties in connection with, your use of + the Services for performing Digital Asset transactions, including entering into Perpetual + Contracts. +
    • +
+
    +
  • + 10.9. We must comply with Applicable Law, which may require us to, upon request by + government agencies, take certain actions or provide information. You acknowledge and + understand that we may in our sole discretion take any action it deems appropriate to + cooperate with government agencies or comply with Applicable Law. +
    • +
+
    +
  • + 10.10. You understand that you are responsible for all trades you place, including any + erroneous orders that may be filled. We do not take any action to resolve erroneous trades + that result from your errors. +
    • +
+
    +
  • + 10.11. You hereby assume the risks set forth in this Section 10 and Section 2, and + acknowledge and agree that we will have no responsibility or liability for the risks set + forth in this Section 10. You hereby irrevocably waive, release and discharge all claims, + whether known or unknown to you, against us and our shareholders, members, directors, + officers, employees, agents, and representatives, suppliers, and contractors + (“Representatives”) related to any of the risks set forth in this Section 10 and Section + 2. +
    • +
+

+ 11. INDEMNIFICATION +

+

+ You will defend, indemnify, and hold harmless us and our Representatives (collectively, + “Indemnified Parties”) from any claim, demand, lawsuit, action, proceeding, investigation, + liability, damage, loss, cost or expense, including reasonable attorneys’ fees, arising out + of or relating to (a) your use of, or conduct in connection with the Services; (b) Digital + Assets associated with your blockchain address; (c) any feedback or user content you provide + to us, if any, concerning the Services; (d) your violation of these Terms; or (e) your + infringement or misappropriation of the rights of any other person or entity. If you are + obligated to indemnify any Indemnified Party, us (or, at our sole discretion, the applicable + Indemnified Party) will have the right, in our or its sole discretion, to control any action + or proceeding and to determine whether we wish to settle, and if so, on what terms, and you + agree to cooperate with us in the defense. +

+

+ 12. DISCLOSURES; DISCLAIMERS +

+
    +
  • + 12.1 We are a developer of software. We do not operate a Digital Asset or derivatives + exchange platform or offer trade execution or clearing services and have no oversight, + involvement, or control concerning your transactions using the Services. All transactions + between users of the Interface are executed peer-to-peer directly between the users’ + blockchain addresses through a smart contract. You are responsible for complying with all + Applicable Laws that govern your Digital Assets. As a result of restrictions under the + Commodity Exchange Act and the regulations promulgated thereunder by the U.S. Commodity + Futures Trading Commission (“CFTC”), no Blocked Person may enter into Perpetual Contracts + using the Services. +
    • +
+
    +
  • + 12.2 You understand that we are not registered or licensed by any regulatory agency or + authority. No such agency or authority has reviewed or approved the use of the Services. +
    • +
+
    +
  • + 12.3 To the maximum extent permitted under Applicable Law, the Services (and any of their + content or functionality) provided by or on behalf of us are provided on an “AS IS” and + “AS AVAILABLE” basis, and we expressly disclaim, and you hereby waive, any + representations, conditions or warranties of any kind, whether express or implied, legal, + statutory or otherwise, or arising from statute, otherwise in law, course of dealing, or + usage of trade, including the implied or legal warranties and conditions of + merchantability, merchantable quality, quality or fitness for a particular purpose, title, + security, availability, reliability, accuracy, quiet enjoyment and non-infringement of + third party rights. Without limiting the foregoing, we do not represent or warrant that + the Services (including any data relating thereto) will be uninterrupted, available at any + particular time, or error-free. Further, we do not warrant that errors in the Services are + correctable or will be correctable. +
    • +
+
    +
  • + 12.4 You acknowledge that data you provide while accessing or using the Services may + become irretrievably lost or corrupted or temporarily unavailable due to a variety of + causes, and agree that, to the maximum extent permitted under Applicable Law, we will not + be liable for any loss or damage caused by denial-of-service attacks, software failures, + viruses or other technologically harmful materials (including those which may infect your + computer equipment), protocol changes by third-party providers, Internet outages, force + majeure events or other disasters, scheduled or unscheduled maintenance, or other causes + either within or outside of our control. +
    • +
+

+ 13. LIMITATION OF DAMAGES; EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES +

+
    +
  • + 13.1 Without limitation of any other provision of these Terms, you hereby agree that + neither we, any software developers of the Services nor any of its Representatives will + have any responsibility or liability whatsoever for any loss or injury sustained by you or + any third parties as a result of (i) any equipment or technology or other infrastructure + delay, inaccessibility, or malfunctions; (ii) periodic maintenance procedures or repairs + that we or any of our suppliers or contractors may undertake from time to time; (iii) + causes beyond our control or that we could not reasonably foresee; (iv) disruptions and + temporary or permanent unavailability of underlying blockchain infrastructure; or (v) + unavailability of third-party service providers or external partners for any reason. Under + no circumstances will we or our Representatives have any liability for any such loss or + injury caused by any of the foregoing events, including but not limited to any obligation + to cover or reimburse any damages or losses caused by such events. You expressly + acknowledge that any risk of loss resulting from such events shall be borne by you, and + you expressly assume any and all such risks. +
    • +
+
    +
  • + 13.2 In no event will we, our suppliers and contractors, and our or our suppliers’ and + contractors’ respective stockholders, members, directors, officers, managers, employees, + attorneys, agents, representatives, suppliers and contractors (collectively, the “Risk + Limited Parties”) be liable for any incidental, indirect, special, punitive, consequential + or similar damages or liabilities whatsoever (including damages for loss of fiat, assets, + data, information, revenue, opportunities, use, goodwill, profits or other business or + financial benefit) arising out of or in connection with the Services (and any of their + content and functionality), any execution or settlement of a transaction, any performance + or non-performance of the Services, your Digital Assets, Perpetual Contracts or any other + product, service or other item provided by or on behalf of us, whether under contract, + tort (including negligence), civil liability statute strict liability breach of warranties + or under any other theory of liability and whether or not we have been advised of, knew of + or should have known of the possibility of such damages and, notwithstanding any failure + of the essential purpose of these Terms or any limited remedy hereunder, nor are we in any + way responsible for the execution or settlement of transactions between users of the + Services. +
    • +
+

+ 14. LIMITATION OF LIABILITY +

+

+ Without limitation of any provision of these Terms, in the event that we or any related + party are found liable under these Terms, our aggregate liability (together with our equity + owners, members, directors, managers, officers, employees, attorneys, agents, + representatives, suppliers, or contractors), arising out of or in connection with your use + of the Services (and any of their content and functionality), any performance or + nonperformance of the Services, your Digital Assets, Perpetual Contracts or any other + product, service or other item provided by us or on our behalf, whether under contract, tort + (including negligence), civil liability, statute, strict liability or other theory of + liability, will be one hundred U.S. dollars ($100). +

+

+ 15. DISPUTE RESOLUTION AND ARBITRATION +

+

+ PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT MAY SIGNIFICANTLY IMPACT YOUR LEGAL + RIGHTS, INCLUDING YOUR RIGHT TO BRING A LAWSUIT AGAINST US IN ANY COURT OR GOVERNING + AUTHORITY. EXCEPT AS EXPRESSLY PROVIDED BELOW, THIS SECTION REQUIRES YOU TO SUBMIT ANY + DISPUTE, CLAIM, OR DISAGREEMENT (EACH A “DISPUTE”) ARISING OUT OF THESE TERMS OR THE + SERVICES, INCLUDING ANY DISPUTE THAT AROSE BEFORE THE EFFECTIVE DATES OF THESE TERMS, TO + BINDING INDIVIDUAL ARBITRATION. THIS SECTION EXTENDS TO DISPUTES THAT AROSE OR INVOLVE FACTS + OCCURING BEFORE THE EXISTENCE OF THIS OR ANY PRIOR VERSIONS OF THE TERMS AS WELL AS DISPUTES + THAT MAY ARISE AFTER THE TERMINATION OF THE TERMS. +

+

+ You and we agree that any Dispute arising out of or related to these Terms or the Services + is personal to you and us and that any Dispute will be resolved solely through individual + arbitration, and will not be brought as a class arbitration, class action, or any other type + of representative proceeding. +

+

+ Nothing in this Section precludes you or we from bringing an individual action for damages + in a small claims court if such claims qualify and remain in small claims court, or from + seeking injunctive or other equitable relief in court for infringement or other alleged + misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade + secrets, copyrights, and patents). +

+

+ Except as specified above, you and we waive the rights to a judge or jury trial or to have + any Dispute arising out of or related to these Terms or the Services resolved in court. + Instead, for any Dispute that you have against us or relating in any way to the Services, + you agree to first contact us and attempt to resolve the claim informally by sending a + written notice of your claim (“Notice”) to us by email using the information set forth in + Section 19. The 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. + If you and we cannot reach an agreement to resolve the claim within thirty (30) days after + such Notice is received, then either party may submit the Dispute to binding arbitration + administered by JAMS or, under the limited circumstances set forth above, in court. All + Disputes submitted to JAMS will be resolved through confidential, binding arbitration before + one arbitrator. Arbitration proceedings will be held in San Francisco, California, under the + JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”). The most recent version of + the JAMS Rules is available on the JAMS website 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. +

+

+ You and we agree that these Terms affect interstate commerce and that the enforceability of + this Section 15 will be substantively and procedurally governed by the Federal Arbitration + Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. + As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive + authority to make all procedural and substantive decisions regarding any dispute and to + grant any remedy that would otherwise be available in court, including the power to + determine the question of arbitrability. The arbitrator may conduct only an individual + arbitration and may not consolidate more than one individual’s claims, preside over any type + of class or representative proceeding or preside over any proceeding involving more than one + individual. +

+

+ The arbitrator, we, and you will maintain the confidentiality of any arbitration + proceedings, judgments and awards, including all information gathered, prepared, and + presented for purposes of the arbitration or related to the dispute(s) therein. The + arbitrator will have the authority to make appropriate rulings to safeguard confidentiality + unless the law provides to the contrary. The duty of confidentiality does not apply to the + extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the + merits, in connection with a court application for a preliminary remedy or in connection + with a judicial challenge to an arbitration award or its enforcement, or to the extent that + disclosure is otherwise required by law or judicial decision. +

+

+ You and we agree that for any arbitration you initiate, you will pay the filing fee and all + other JAMS fees and costs. For any arbitration initiated by us, we will pay all JAMS fees + and costs. You and we agree that the state or federal courts of the State of Delaware have + exclusive jurisdiction over the enforcement of an arbitration award. +

+

+ Any claim arising out of or related to these Terms or the Services must be filed within one + (1) year after such claim arose; otherwise, the claim is permanently barred, which means + that you and we will not have the right to assert the claim. +

+

+ If any portion of this Section 15 is found to be unenforceable or unlawful for any reason, + (a) the unenforceable or unlawful provision will be severed from these Terms; (b) severance + of the unenforceable or unlawful provision will have no impact whatsoever on the remainder + of this Section 15 or the parties’ ability to compel arbitration of any remaining claims on + an individual basis under this Section 15; and (c) to the extent that any claims must + therefore proceed on a class, collective, consolidated, or representative basis, such claims + must be litigated in a civil court of competent jurisdiction and not in arbitration, and the + parties agree that litigation of those claims will be stayed pending the outcome of any + individual claims in arbitration. Further, if any part of this Section 15 is found to + prohibit an individual claim seeking public injunctive relief, then that provision will have + no effect to the extent such relief is allowed to be sought out of arbitration, and the + remainder of this Section 15 will be enforceable. +

+

+ 16. GOVERNING LAW +

+

+ The interpretation and enforcement of these Terms, and any Dispute related to these Terms or + the Services, will be governed by and construed and enforced under the laws of the State of + Delaware, as applicable, without regard to conflict of law rules or principles (whether of + the State of Delaware or any other jurisdiction) that would cause the application of the + laws of any other jurisdiction. You agree that we may initiate a proceeding related to the + enforcement or validity of our intellectual property rights in any court having + jurisdiction. For any other proceeding that is not subject to arbitration under these Terms, + the state and federal courts located in Delaware will have exclusive jurisdiction. You waive + any objection to venue in any such courts. +

+

+ 17. GENERAL INFORMATION +

+
    +
  • + 17.1. Please refer to our privacy policy, which is incorporated herein by reference and + available on the Site, for information about how we collect, use, share and otherwise + process information about you. +
    • +
+
    +
  • + 17.2. You consent to receive all communications, agreements, documents, receipts, notices, + and disclosures electronically (collectively, our “Communications”) that we provide in + connection with these Terms or any Services. You agree that we may provide our + Communications to you by posting them on the Site, by emailing them to you at the email + address you provide in connection with using the Services, if any, or by Telegram at the + username you provided to us during the course of your use of the Services. You should + maintain copies of our Communications by printing a paper copy or saving an electronic + copy. You may also contact us with questions, complaints, or claims concerning the + Services using the information set forth in Section 19. +
    • +
+
    +
  • + 17.3. Any of our right or remedy set forth in these Terms is in addition to, and not in + lieu of, any other right or remedy whether described in these Terms, under Applicable Law, + at law, or in equity. The failure or delay in exercising any right, power, or privilege + under these Terms will not operate as a waiver thereof. +
    • +
+
    +
  • + 17.4. The invalidity or unenforceability of any of these Terms will not affect the + validity or enforceability of any other of these Terms, all of which will remain in full + force and effect. +
    • +
+
    +
  • + 17.5. We will have no responsibility or liability for any failure or delay in performance + of any of the Services, or any loss or damage that you may incur, due to any circumstance + or event beyond our control, including any flood, extraordinary weather conditions, + earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, + action of government, communications, power failure, or equipment or software malfunction. +
    • +
+
    +
  • + 17.6. You may not assign or transfer any right to use the Services, or any of your rights + or obligations under these Terms, without our express prior written consent, including by + operation of law or in connection with any change of control. We may assign or transfer + any or all of our rights or obligations under these Terms, in whole or in part, with or + without notice or obtaining your consent or approval. +
    • +
+
    +
  • + 17.7. Except to the extent otherwise provided or unless the context otherwise requires, + for the purposes of these Terms: (a) headings of sections are for convenience only and + will not be used to limit or construe such sections; (b) whenever the words “include,” + “includes” or “including” are used in these Terms, they are deemed to be followed by the + words “without limitation”; and (c) the use of “or” is not intended to be exclusive. +
    • +
+
    +
  • + 17.8. These Terms contain the entire agreement between you and us, and supersede all prior + and contemporaneous understandings between the parties with respect to the Services. +
    • +
+
    +
  • + 17.9. In the event of any conflict between these Terms and any other agreement you may + have with us, these Terms will control unless such other agreement specifically identifies + these Terms and declares that such other agreement supersedes these Terms. +
    • +
+
    +
  • + 17.10. You agree that, except as otherwise expressly provided in this Agreement, there are + no third-party beneficiaries to the Agreement other than the Indemnified Parties. +
    • +
+

+ 18. APPLE-ENABLED SOFTWARE +

+

+ With respect to any mobile application that is made available by us for your use in + connection with an Apple-branded product (the “Apple-Enabled Software”), in addition to the + other terms and conditions set forth in these Terms, the following terms and conditions + apply: +

+
    +
  • + we and you acknowledge that these Terms are concluded only between us and you, and not + with Apple Inc. or its affiliates (collectively, “Apple”), and that as between us and + Apple, we, not Apple, is solely responsible for the Apple-Enabled Software and the content + thereof. +
    • +
+
    +
  • + You may not use the Apple-Enabled Software in any manner that is in violation of or + inconsistent with the Usage Rules set forth for Apple-Enabled Software in, or otherwise be + in conflict with, the Apple Media Services Terms and Conditions (the “Usage Rules”). +
    • +
+
    +
  • + Your license to use the Apple-Enabled Software is limited to a non-transferable license to + use the Apple-Enabled Software on an iOS product that you own or control, as permitted by + the Usage Rules. +
    • +
+
    +
  • + Apple has no obligation whatsoever to provide any maintenance or support services with + respect to the Apple-Enabled Software. +
    • +
+
    +
  • + Apple is not responsible for any product warranties, whether express or implied by law. In + the event of any failure of the Apple-Enabled Software to conform to any applicable + warranty, you may notify Apple, and Apple will refund the purchase price for the + Apple-Enabled Software, if any, to you; and, to the maximum extent permitted by applicable + law, Apple will have no other warranty obligation whatsoever with respect to the + Apple-Enabled Software, or any other claims, losses, liabilities, damages, costs, or + expenses attributable to any failure to conform to any warranty, which will be our sole + responsibility, to the extent it cannot be disclaimed under applicable law. +
    • +
+
    +
  • + we and you acknowledge that we, not Apple, is responsible for addressing any claims of you + or any third party relating to the Apple-Enabled Software or your possession or use of + that Apple-Enabled Software, including: (a) product liability claims; (b) any claim that + the Apple-Enabled Software fails to conform to any applicable legal or regulatory + requirement; and (c) claims arising under consumer protection, privacy, or similar + legislation. +
    • +
+
    +
  • + In the event of any third-party claim that the Apple-Enabled Software or your possession + and use of that Apple-Enabled Software infringes that third party’s intellectual property + rights, as between us and Apple, we, not Apple, will be solely responsible for the + investigation, defense, settlement, and discharge of any such intellectual property + infringement claim. +
    • +
+
    +
  • + You represent and warrant that (i) you are not located in a country that is subject to a + United States government embargo, or that has been designated by the United States + government as a “terrorist supporting” country; and (ii) you are not listed on any United + States government list of prohibited or restricted parties. +
    • +
+
    +
  • + You must comply with applicable third-party terms of agreement when using the + Apple-Enabled Software, including your wireless data service agreement. +
    • +
+
    +
  • + we and you acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party + beneficiaries of these Terms with respect to the Apple-Enabled Software, and that, upon + your acceptance of the terms and conditions of these Terms, Apple will have the right (and + will be deemed to have accepted the right) to enforce these Terms against you with respect + to the Apple-Enabled Software as a third-party beneficiary thereof. +
    • +
+
    +
  • + If you have any questions, complaints, or claims with respect to the Apple-Enabled + Software, the foregoing should be directed to us in accordance with Section 17.2. +
    • +
+

+ 19. CONTACT INFORMATION +

+
);