Terms of Service
Welcome to www.hashflow.com, a website-hosted user interface (the “Interface” or “App”) provided by the Hashflow Foundation, a Delaware non-stock corporation. (“we”, “our”, “us”, or “owner). The Hashflow Foundation does not use the App to offer or sell digital assets nor are we an agent for any user that offers or sells digital assets. The Interface provides access to a decentralized protocol on the Ethereum blockchain that allows suppliers and borrowers of certain digital assets to participate in autonomous interest rate markets (the “Protocol”).
This Terms of Service Agreement (the “Agreement” or “Terms”) explains the terms and conditions by which you may access and use the Interface. You must read this Agreement carefully. By accessing or using the Interface, you signify that you have read, understand, and agree to be bound by this Agreement in its entirety. If you do not agree, you are not authorized to access or use the Interface.
Additionally, you acknowledge and agree that entities that are affiliated or under common control with us, either for profit or not for profit, may make markets in digital assets on the Interface. In such cases, users may be given quotes for digital assets from such affiliated entities.
Finally, you agree that if you use the Interface to make markets you agree to additional terms and conditions as detailed HERE.
NOTICE: Please read this Agreement carefully as it governs your use of the Interface. This Agreement contains important information, including a binding arbitration provision and a class action waiver, both of which impact your rights as to how disputes are resolved. The Interface is only available to you, and you should only access the Interface if you agree completely with these Terms.
ARBITRATION NOTICE: THESE TERMS CONTAIN AN ARBITRATION CLAUSE BELOW. YOU AND WE AGREE THAT ANY DISPUTES RELATING TO THE SERVICES WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU WAIVE ANY RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.You are entering into a binding Agreement.
In these Terms:
“Art” means any art, design, wording and drawings that are associated with an NFT that you Own;
“Business Day” means any day except a Saturday or a Sunday or other public holiday
“Claim” includes a claim, notice, demand, action, proceeding, litigation, investigation, however arising whether present, unascertained, immediate, future or contingent, whether based in contract, tort or statute and whether involving a third party or a party to these Terms and where and to the extent the context permits, includes all associated Loss;
“Digital Currency” means a cryptographically secured virtual currency or virtual asset which we identify as an acceptable means of payment or transacting with us;
“Digital Wallet” means the applicable “Metamask” location, public key or wallet address, account or storage device which we choose to support for the delivery of the NFTs provided by us;
“Purchase Price” means the amount advertised for the purchase (or pre-purchase) of any NFT or bundle containing an NFT, which may be denominated in a Digital Currency;
“Intellectual Property” means all present and future intellectual and industrial property rights conferred by statute, at common law or in equity and wherever existing, including:
- patents, inventions, discoveries, designs, copyright, trade marks, trading styles, trade names, brand names, business names, product names, domain names or rights in designs, art, images, drawings, processes, know how, methodologies, product names, trade secrets and any other rights subsisting in the results of intellectual effort in any field, whether or not registered or capable of registration and all current and future registered and unregistered rights, development or enhancement of the intellectual property owned by us or by our licensors;
- any application or right to apply for registration of any of the rights detailed in this section or other rights of a similar nature arising or capable of arising under statute or at common law anywhere in the world;
- other intellectual property as defined in Article 2 of the Convention Establishing the World Intellectual Property Organization 1967;
- any registration of any of the rights detailed in this section or any registration of any application referred to in this section;
- and all renewals and extensions of the rights detailed in this section;
“Loss” includes and loss, damage, cost, charge, liability or expense (including legal costs and expenses);
“Marketplace” means a software platform or software (including a Blockchain digital wallet) which permits the transfer, purchase or sale of an NFT, provided that the Marketplace at all times cryptographically verifies the NFT owner’s right to Own the NFT.
“NFT” means a non-fungible token issued by either Hashflow or its affiliate Hashflow Labs LLC for use in the Hashverse.
“NFT Terms” mean the terms and conditions of these Terms that specifically relate to the purchase and ownership of NFTs in particular clauses 20-33.
“Own” means, with respect to an NFT, any NFT we have issued where proof of ownership is recorded on a blockchain system and you control the private key associated with a Digital Wallet to which the NFT is associated or located;
“Personnel” means any employee, contractor, subcontractor, agent, partner, shareholder, ultimate beneficial owner, director or officer of a party;
“Procure” means to obtain, and includes to Breed;
“Your Jurisdiction” means the country or state where you are ordinarily resident or from which you enter into any agreement with us.
1. Modification of this Agreement
We reserve the right, in our sole discretion, to modify this Agreement or any services associated with this Agreement from time to time. If we make any modifications, we will notify you by updating the date at the top of the Agreement and by maintaining a current version of the Agreement at www.hashflow.com/terms. All modifications will be effective when they are posted, and your continued use of the Interface will serve as confirmation of your acceptance of those modifications. If you do not agree with any modifications to this Agreement, you must immediately stop accessing and using the Interface.
2. Eligibility & Fees
To access or use the Interface, you must be able to form a legally binding contract with us. Accordingly, you represent that you are at least the age of majority in Your jurisdiction and have the full right, power, and authority to enter into and comply with the terms and conditions of this Agreement on behalf of yourself and any company or legal entity for which you may access or use the Interface. You further represent that you are not a citizen, resident, or member of any jurisdiction or group that is subject to economic sanctions by the United States, or where your use of the Interface would be illegal or otherwise violate any applicable law. You further represent that your access and use of the Interface will fully comply with all applicable laws and regulations, and that you will not access or use the Interface to conduct, promote, or otherwise facilitate any illegal activity.
In connection with your use of the App, you agree to bear all costs necessary to conduct a transaction, such as "gas" cost on the Ethereum network, for the computational resources required to perform a transaction on the particular blockchain. We will try to provide you with the accurate estimates of these charges for your information, but this information is highly volatile and can change quickly and we cannot and do not guarantee the accuracy, stability, availability of this information. You specifically acknowledge and agree that the we have no control over: (a) any Ethereum blockchain transactions; (b) the calculation or method of payment of any gas charges; or (c) any actual payments of gas charges. You must ensure that you have a sufficient balance of Ether stored at your Ethereum Address to complete any transaction on the Ethereum blockchain before initiating such Ethereum blockchain transaction.
3. Intellectual Proprietary Rights & Non-fungible Tokens (NFTS)
I. Intellectual Property
We own all Intellectual Property and other rights in the Interface and its contents, including (but not limited to) software, text, images, trademarks, service marks, copyrights, patents, and designs. Unless expressly authorized by us, you may not copy, modify, adapt, rent, license, sell, publish, distribute, or otherwise permit any third party to access or use the Interface or any of its contents. Provided that you are eligible and contingent upon your compliance with these Terms, you are hereby granted a personal, worldwide, revocable, non-exclusive and non-assignable license to access and use the Interface. This license is non-transferable, and freely revocable by us at any time without notice or cause. Use of the Interface or its contents for any purpose not expressly permitted by this Agreement is strictly prohibited. Unlike the Interface, the Protocol is comprised entirely of open-source software running on the public Ethereum blockchain and is not our proprietary property.
We may use and share your feedback. Any comments, bug reports, ideas, or other feedback that you may provide about our Services, including suggestions about how we might improve our Services, are entirely voluntary. You agree that we are free to use or not use any feedback that we receive from you as we see fit, including copying and sharing such feedback with third parties, without any obligation to you.
II. Additional Rights
We reserve the following rights, which do not constitute obligations of ours: (a) with or without notice to you, to modify, substitute, eliminate or add to the Interface; (b) to review, modify, filter, disable, delete and remove any and all content and information from the Interface; and (c) to cooperate with any law enforcement, court or government investigation or order or third party requesting or directing that we disclose information or content or information that you provide.
HFT is a cryptographic governance token used in the Protocol and its underlying software, which is an autonomous system of smart contracts on the Ethereum Blockchain, that governs, among other things, the growth and operation of the Protocol. HFT token holders may use their HFTs to collectively govern certain rules of use of the Protocol, including participation in voting over some key aspects of the Protocol and the Hashflow project generally (the “Voting”). Any HFT token holder may participate in any Voting by independently interacting with the relevant smart contracts within the Protocol (the “Voting Contracts”). Some members and developers of the Protocol community and its underlying software (collectively the “DAO”) have provided you with a user interface to facilitate governance of the Protocol, including the one available at Gov.Hashflow.com and via other tools (the “Site”) — which includes text, images, audio, code and other materials (collectively, the “Content”) and all of the associated features, and services. You acknowledge that the DAO may make decisions that affect the Services or other programs offered by the Interface including but not limited to access to Tokens, functionality of the Tokens, and functionality of the Protocol. You agree to waive all claims against us you may have due to actions taken by the DAO.
A. We grant, to the party who Owns an NFT we have issued for the time that party Owns the NFT (“NFT License Term”), a license with respect to the Art associated with the NFT purchase, subject always to these NFT Terms in force at the date of sale or transfer together with any other terms and conditions which may apply to the NFT.
B. The NFT license is assignable, transferable and revocable, and is for your personal, non-commercial, royalty free use of the NFT (including to sell or transfer on a Marketplace) and to display and enjoy the Art associated with the NFT anywhere in the world (“NFT License”).
C. Upon your sale of the NFT you Own, the License transfers to the purchaser who then Owns the NFT and will be subject to the NFT License and these NFT Terms. For the avoidance of doubt, the transfer of the NFT License does not constitute a commercial use for the purposes of clause B.
D. With immediate effect upon your sale of the NFT you Own, your rights under the NFT License pursuant to clause B shall terminate. You will no longer be entitled to use the Art (or any reproductions of the Art) upon sale by you of the NFT.
E. Except as expressly stated in these NFT Terms, nothing in these NFT Terms are intended to, or shall operate to, give you ownership of any Intellectual Property rights in, or other rights with respect to the Intellectual Property.
F. There is no transfer of title or ownership of any Intellectual Property or any Intellectual Property rights upon the sale of the NFT under these NFT Terms.
G. The NFT may not be used in any way which would:
- modify any Art; or
- use the Art to market or to sell third-party products or for any other commercial benefit; or
- use the Art in connection with images of hatred, violence or other inappropriate behavior that could be reasonably considered to bring the Intellectual Property rights owner into disrepute; or
- seek to trademark or acquire Intellectual Property rights in the Art; or
- take, appropriate or represent any ownership in the Intellectual Property; or
- assert any right to or over the Intellectual Property in any manner inconsistent with the rights under these NFT Terms; or
- take any action which would or might invalidate, challenge, oppose or otherwise put in dispute the owner’s rights to the Intellectual Property; or be reasonably seen to disparage the Intellectual Property rights of the owner; or
- contravene the moral rights of the artist or licensor of the Art; or
- contravene the Terms or these NFT Terms; or
- cause, permit or assist any other person directly or indirectly to do any of the above acts.
H. For the avoidance of any doubt:
- the restrictions on the NFT License survive termination or assignment transfer of the NFT License; and
- the purchase of an NFT does not grant you any ownership or license for any Intellectual Property rights over Hashflow or any aspect of Art used in our NFTs other than as expressly stated in these NFT Terms; and
- the NFT License granted under this clause is limited to the time you Own the NFT and upon your sale of the NFT to another party the NFT License is assigned to the purchaser of the NFT and your rights under the License terminate, and you must draw to the other party’s attention the contents of these NFT Terms prior to your sale of the NFT;
- the sale of your NFT does not constitute a “commercial use” of your NFT for the purposes of these NFT Terms.
- These NFT Terms and the NFT License may be terminated with immediate effect:
a) by us if any of the warranties in clause K are breached; or
b) by us if the limitations of the NFT License are breached; or
c) by either party if the other party commits any material breach of its obligations under these Terms and fails to remedy such breach (if capable of remedy) within 30 days of receipt of notice from the non-defaulting party requiring it to do so.
- Termination of these NFT Terms does not affect the rights of the parties which have accrued prior to termination.
You acknowledge and agree that:
- we provide NFTs solely on a proprietary basis for use with Hashflow and if we transact with you we do so solely on a bilateral basis;
- NFTs are not intended for speculative use, are not sold or represented to be financial product and nothing we publish is in any way financial advice to you or any other person;
- NFTs may experience or may have extreme price volatility, including being worthless in the future;
- we are not providing and will not provide any fiduciary, advisory, brokerage, exchange or other similar services to you or any other person;
- you are solely responsible for any decision to enter into a transaction subject to these NFT Terms, including the evaluation of any and all risks related to any such transaction;
- a significant degree of sophistication is required to safely deal in and store NFTs of any kind using a Digital Wallet;
- we are not a custodian for the purposes of the Corporations Act, and transfers of any NFTs are for transaction purposes only;
- we are not responsible for any Loss caused by your failure to act in accordance with our policies, procedures or in accordance with our reasonable directions;
- you purchase NFTs entirely at your own risk and understanding and we have not made any representations or warranties as to the IT security or ongoing availability of such NFTs or that your access to use your NFTs in Hashflow or in any other way will be uninterrupted, timely or secure at all time
- you understand and acknowledge that your ownership of NFTs remains contingent upon you remaining in control of the seed phrases and private key(s) associated with your Digital Wallet and that we will not store any information in connection with your Digital Wallet beyond that required for the sale of NFTs or the interaction of your Digital Wallet with Hashflow;
- we do not and cannot guarantee there will be any use for, or any particular price available for any NFT you purchase from us; and
- we do not represent or guarantee any outcomes, or any financial return from your acquisition of any NFT from us, save the ability to use the NFT within Hashflow for such time as we choose to support on and off Hashflow, and such access to Hashflow may be subject to further terms and conditions, including payment of subscription fees.
- You must disclose to us anything that has or will constitute a material breach of a Warranty in these Terms or cause a Warranty in these Terms to be untrue or inaccurate, as soon as practicable after you become aware of it.
Each party warrants and assures the other party that:
- if it is a company, it is duly incorporated and validly exists under the law of its place of incorporation; and
- these Terms constitute a legal, valid and binding terms enforceable in accordance with its Terms by appropriate legal remedy.
We represent and warrant that:
- We own, or have the right to use under license, the Intellectual Property rights in the NFTs which we sell and are legally entitled to, and are capable of, selling the NFTs offered for sale; and
- We will undertake reasonable efforts to deliver any pre-purchased NFTs within the planned time indicated for delivery.
You warrant and assure us that in acquiring an NFT (from us or from a third party or existing NFT holder):
- You are sufficiently experienced and educated to make decisions regarding the procurement or purchase of NFTs from us, including sufficient experience in dealing with and storing NFTs using a Digital Wallet;
- You have all necessary experience, resources, certificates, licenses, permits and approvals to procure or purchase of NFTs applicable in Your Jurisdiction, and that any transactions under these NFT Terms or in your use of Hashflow will be legal under the applicable laws of Your Jurisdiction;
- All information you supply to us is true and accurate as at the time it is given, and that any Digital Wallet address you provide to us has been generated in accordance with best practice security measures and no other party, other than you or your authorized representative, has used, or has access to, the seed phrases, private keys or analogous passwords required to effect transfers from, the Digital Wallet;
- as far as you are aware, there are no facts, circumstances or other information which both:
a) you have not fully and fairly disclosed to us in a manner and to an extent that it would impact our ability to make a reasonable assessment of those facts, matters and circumstances prior to entering into a transaction to sell you an NFT; and
b) is of such nature and materiality that a reasonable person, had it been made aware of, could not reasonably be expected to consider prior to entering into a transaction for the sale of NFTs;
- You are not involved in any capacity in any claim, legal action, proceeding, suit, litigation, prosecution, investigation, inquiry, mediation or arbitration (nor which are pending or threatened) concerning NFTs;
- If we request, you will identify and substantiate the source of funds involved in transactions to acquire NFTs;
- No Digital Currency transferred to us as part of a Purchase Price has been derived from any illegal or unlawful activity;
- You are the lawful owner of any Digital Wallet nominated for delivery of NFTs and each Digital Wallet is owned and operated solely for your benefit, and no person has any right, title or interest in your nominated Digital Wallet; and
- You have had the opportunity to obtain independent legal advice in relation to the terms and effect of these Terms.
- that each of the Warranties in this section is true and accurate, and not misleading or deceptive as at the date of these NFT Terms and, except as expressly stated, will be true, accurate and not misleading or deceptive each time an NFT or NFTs are provided to you.
L. Knowledge and Awareness
- Where a warranty is given ‘to the best of a party’s knowledge, belief and awareness’, or ‘as far as the party is aware’ or with a similar qualification as to the relevant party’s awareness or knowledge, the party giving the warranty will be deemed to know or be aware of a particular fact, matter or circumstance if that party’s directors or senior management employees are aware of that fact, matter or circumstance, or would have become aware if they had made reasonable enquiries as at the date of these NFT Terms.
When you use the Interface, the only information we collect from you is your blockchain wallet address, completed transaction hashes, and the token names, symbols, or other blockchain identifiers of the tokens that you swap. We do not collect any personal information from you (e.g., your name or other identifiers that can be linked to you). We may, however, use third-party service providers, like Infura, Cloudflare, and Google Analytics, which may receive or independently obtain your personal information from publicly-available sources. We do not control how these third parties handle your data and you should review their privacy policies to understand how they collect, use, and share your personal information. In particular, please visit https://policies.google.com/technologies/partner-sites to learn more about how Google uses data. By accessing and using the Interface, you understand and consent to our data practices and our service providers' treatment of your information.
We use the information we collect to detect, prevent, and mitigate financial crime and other illicit or harmful activities on the Interface. For these purposes, we may share the information we collect with blockchain analytics providers. We share information with these service providers only so that they can help us promote the safety, security, and integrity of the Interface. We do not retain the information we collect any longer than necessary for these purposes.
5. Prohibited Activity
You agree not to engage in, or attempt to engage in, any of the following categories of prohibited activity in relation to your access and use of the Interface:
Intellectual Property Infringement. Activity that infringes on or violates any copyright, trademark, service mark, patent, right of publicity, right of privacy, or other proprietary or intellectual property rights under the law.
Cyberattack. Activity that seeks to interfere with or compromise the integrity, security, or proper functioning of any computer, server, network, personal device, or other information technology system, including (but not limited to) the deployment of viruses and denial of service attacks.
Theft, Fraud and Misrepresentation. Activity that (i) seeks to defraud us or any other person or entity, including (but not limited to) providing any false, inaccurate, or misleading information in order to unlawfully obtain the property of another or (ii) seeks to unlawfully .take another person's personal property with the intent of depriving that person of the use of their property.
Market Manipulation. Activity that violates any applicable law, rule, or regulation concerning the integrity of trading markets, including (but not limited to) the manipulative tactics commonly known as spoofing and wash trading.
Any Other Unlawful Conduct. Activity that violates any applicable law, rule, or regulation of the United States or another relevant jurisdiction, including (but not limited to) the restrictions and regulatory requirements imposed by U.S. law.
Not Registered with the SEC or Any Other Agency
We are not registered with the U.S. Securities and Exchange Commission as a national securities exchange or in any other capacity. You understand and acknowledge that we do not broker trading orders on your behalf nor do we collect or earn fees from your trades on the Protocol. We also do not facilitate the execution or settlement of your trades, which occur entirely on a public distributed blockchain.
6. No Professional Advice
All information provided by the Interface 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 in the Interface. Before you make any financial, legal, or other decisions involving the Interface, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate.
7. Staking Products
Market Makers using Hashflow may offer an opportunity for third parties to contribute funds into pools managed by the Market Maker so that the third party may benefit from the market making strategies employed by the applicable Market Maker (“Public Pools”). In such case, the Market Maker may offer a return on the amount of funds staked by the third party. Hashflow does not endorse or guarantee any return advertised by Market Makers offering Public Pools. Market Makers offering this service acknowledge and agree that they are solely responsible for any obligations or representations made to any third party that contributes to a Market Maker’s Public Pool. You can learn more about how Public Pools work on Hashflow by visiting https://app.hashflow.com/pools. Note, the price used as a basis for the HFT APY was determined in our discretion and may not reflect current market conditions or the actual value of HFTs. This APY, and its associated terms (such as redemption terms, etc), may be adjusted by us in our sole discretion.
BY USING THIS APP YOU ACKNOWLEDGE THE FOLLOWING: WE ARE NOT INVESTMENT ADVISORS, AND THE INFORMATION WE PROVIDE IS NOT INVESTMENT ADVICE. THE STAKING AND TRADING OF CRYPTOGRAPHIC TOKENS CARRIES SIGNIFICANT RISK, AND YOU COULD LOSE SOME OR ALL OF YOUR CRYPTOCURRENCY. YOU ARE RESPONSIBLE FOR ALL STAKING DECISIONS. THE APP MAY OFFER ACCESS TO STAKING OPPORTUNITIES THAT ARE SPONSORED BY US, BY THIRD PARTIES, OR BY THIRD PARTIES IN CONCERT WITH US. SUCH PROTOCOLS MAY OFFER STAKING REWARDS IN THE FORM OF STAKED TOKENS OR REWARD TOKENS AFFILIATED WITH THEIR PROTOCOLS. SUCH REWARDS MAY BE PAID BY THE APPLICABLE OFFERING PARTIES OR BY US FOR PARTICIPATING IN THE PROGRAM. NO STAKING REWARDS ARE GUARANTEED, AND ANY RETURNS, OFTEN REFERRED TO AS ANNUAL PERCENTAGE YIELD OR APY, ARE ESTIMATES THAT MIGHT PROVE INCORRECT. THE REWARDS YOU EARN, IF ANY, ARE BASED ON THE STAKING DECISIONS YOU MAKE. CRYPTOCURRENCY MARKETS ARE EXPERIMENTAL AND EXTREMELY VOLATILE. DO NOT STAKE ANY FUNDS YOU CANNOT AFFORD TO LOSE. ALL RETURNS ARE SUBJECT TO MARKET FLUCTUATIONS AND MAY NOT ACTUALLY BE REALIZED. ALL STAKING ACTIVITY IS COVERED BY THIS DISCLAIMER AND THE RULES OF THE STAKING PROGRAM.
8. Non-Custodial and No Fiduciary Duties and Affiliate Transactions
As has been stated earlier, the Interface is a purely non-custodial application, meaning you are solely responsible for the custody of the cryptographic private keys to the digital asset wallets you hold. You understand and agree that we do not custody, control or manage user funds in any manner whatsoever. The Interface enables access to an online, decentralized and autonomous protocol and environment, and associated decentralized networks, that are not controlled by the us. We do not have access to your private key and cannot initiate a transfer of cryptocurrency or otherwise access your digital assets. We are not responsible for any activities that you engage in when using your wallet, or the Interface.
This Agreement is not intended to, and does not, create or impose any fiduciary duties on us. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated. You further agree that the only duties and obligations that we owe you are those set out expressly in this Agreement.
Finally, you acknowledge that we may provide services through the APP from an entity that is affiliated with us. Services may include the provision of digital assets through the market making of such assets. You expressly agree to waive any and all claims you may have against us for actions taken by such affiliated entity or entities. Any disputes or claims you may have relating to your interactions with an applicable affiliated entity shall be brought solely against that entity under the terms of your arraignment, contractual or otherwise, with that entity.
9. Compliance Obligations
The Interface is operated from facilities outside of the United States. The Interface may not be available or appropriate for use in certain jurisdictions as determined by us. By accessing or using the Interface, you agree that you are solely and entirely responsible for compliance with all laws and regulations that may apply to you. You may not use the Interface if you are a citizen, resident, or member of any jurisdiction or group that is subject to economic sanctions by any governmental authority, or if your use of the Interface would be illegal or otherwise violate any applicable law. The Interface and all of its contents are solely directed to individuals, companies, and other entities located outside of the United States.
10. Assumption of Risk
By accessing and using the Interface, 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, you understand that blockchain-based transactions are irreversible and that we do not have possession, custody or control over any cryptoassets appearing on the Protocol; and we do not have possession, custody, or control over any user’s funds. Further, we do not store, send, or receive any cryptoassets..
You further 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 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 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. You understand that anyone can create a 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 trade those or other tokens. You further acknowledge that we are not responsible for any of these variables or risks, 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 the Interface and interacting with the Protocol.
The software underlying blockchain networks on which the Protocol is deployed, including, for example, the Ethereum blockchain, is open source, which means that anyone can use, utilize, and build on top of it. By using the services or the Protocol, you acknowledge and agree (i) that we are not responsible for the operation of the blockchain-based software and networks underlying the Protocol, (ii) that there exists no guarantee of the functionality, security, or availability of that software and networks, and (iii) that the underlying blockchain-based networks are subject to sudden changes in operating rules, such as those commonly referred to as “forks”. Additionally, you acknowledge that many if not all transactions on the blockchain are not anonymous.
11. Third-Party Resources and Promotions
The Interface may contain references or links to third-party resources, including (but not limited to) information, materials, products, or services, that we do not own or control. In addition, third parties may offer promotions related to your access and use of the Interface. We do not endorse or assume any responsibility for any such resources or promotions. If you access any such resources or participate in any such promotions, you do so at your own risk, and you understand that this Agreement does not apply to your dealings or relationships with any third parties. You expressly relieve us of any and all liability arising from your use of any such resources or participation in any such promotions. Additionally, you acknowledge and agree that we are not responsible for the content and availability of such external sites, applications or resources. We do not endorse and are not responsible or liable for any content, advertising, products or other materials on or available from such sites, applications or resources. Finally, if you are using the Interface to supply digital assets, or information relating to digital assets including but not limited to pricing information, you grant to us a license to use and display your name on the Interface up to and until you cease such activities on the Interface.
12. Release of Claims
You expressly agree that you assume all risks in connection with your access and use of the Interface and your interaction with the Protocol. You further expressly waive and release us from any and all liability, claims, causes of action, or damages arising from or in any way relating to your use of the Interface and your interaction with the Protocol including but not limited to any losses you sustain due to malicious cyberattacks or bugs. If you are a California resident, you waive the benefits and protections of California Civil Code § 1542, which provides: “[a] general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
Additionally, You assume the risks of engaging in transactions that rely on smart contracts and other experimental technology. Transactions on the Protocol rely on smart contracts stored on various blockchains, cryptographic tokens 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. This includes interoperability with digital asset wallets that may or may not be supported by the Interface. You are solely responsible for the safekeeping of the private key associated with the blockchain address used to interact with the Protocol. We assume no liability or responsibility for any such risks.
You acknowledge the risks of using any services associated with this Agreement (the “Services”). You bear sole responsibility for evaluating the Services before using them, and all transactions accessed through the Services are irreversible, final, and without refunds. The Services may be disabled, disrupted or adversely impacted as a result of sophisticated cyber-attacks, surges in activity, computer viruses, and/or other operational or technical challenges, among other things. We disclaim any ongoing obligation to notify you of all of the potential risks of using and accessing our Services. You agree to accept these risks and agree that you will not seek to hold any Indemnified Party (as defined below) responsible for any consequent losses.
We do not guarantee the quality or accessibility of the Services. As a condition to accessing or using the Services or the Protocol, you acknowledge, understand, and agree that from time to time, the App and the Services may be inaccessible or inoperable for any reason, including, but not limited to equipment malfunctions, periodic maintenance procedures or repairs, causes beyond our control or that we could not reasonably foresee, disruptions and temporary or permanent unavailability of underlying blockchain infrastructure or unavailability of third-party service providers or external partners for any reason.
You acknowledge and agree that you will access and use the Services, including, without limitation, the App 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.
Finally, You are responsible for your taxes and duties. users 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 agree to hold harmless, release, defend, and indemnify the Indemnified Parties (as defined below) from and against all claims, damages, obligations, losses, liabilities, costs, and expenses arising from: (a) your access and use of the Interface or the Services including but not limited to your misuse of the Interface of the Services; (b) your violation of any term or condition of this Agreement, the rights of any third party, or any other applicable law, rule, or regulation; and (c) any other party’s access and use of the Interface or the Services with your assistance or using any device or account that you own or control.
14. Limitation of Liability
Under no circumstances shall we or any of our officers, directors, employees, contractors, agents, affiliates, parents, related companies, subsidiaries, representatives, or licensors (collectively, the “Indemnified Parties”) be liable to you for any indirect, punitive, incidental, special, consequential, or exemplary damages, including (but not limited to) damages for loss of profits, goodwill, use, data, or other intangible property, arising out of or relating to any access or use of the Interface or the Services, nor will we be responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access or use of the Interface, the Services or the information contained within it. We assume no liability or responsibility for any: (a) errors, mistakes, or inaccuracies of content; (b) personal injury or property damage, of any nature whatsoever, resulting from any access or use of the Interface or the Services; (c) unauthorized access or use of any secure server or database in our control, or the use of any information or data stored therein; (d) interruption or cessation of function related to the Interface or the Services; (e) bugs, viruses, trojan horses, or the like that may be transmitted to or through the Interface or the Services; (f) errors or omissions in, or loss or damage incurred as a result of the use of, any content made available through the Interface or the Services ; and (g) the defamatory, offensive, or illegal conduct of any third party. Under no circumstances shall we or any of our officers, directors, employees, contractors, agents, affiliates, or subsidiaries be liable to you for any claims, proceedings, liabilities, obligations, damages, losses, or costs in an amount exceeding the amount you paid to us in exchange for access to and use of the Interface, or $100.00, whichever is greater. This limitation of liability applies regardless of whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, and even if we have been advised of the possibility of such liability. This limitation of liability shall apply to the fullest extent permitted by law.
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE INDEMNIFIED PARTIES MAKE NO GUARANTEES OF ANY KIND IN CONNECTION WITH THE SERVICES OR THE INTERFACE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE 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. FURTHER, YOU EXPRESSLY ACKNOWLEDGE THAT THE 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 INCLUDING VIRUSES, WORMS, TROJAN HORSES, TIME BOMBS, CANCEL BOTS, SPIDERS, MALWARE OR OTHER TYPE OF MALICIOUS CODE THAT MAY BE USED IN ANY WAY TO AFFECT THE FUNCTIONALITY OR OPERATION OF THE SERVICES.
The Interface is provided on an “AS IS” and “AS AVAILABLE” basis. To the fullest extent permitted by law, we disclaim any representations and warranties of any kind, whether express, implied, or statutory, including (but not limited to) the warranties of merchantability and fitness for a particular purpose. You acknowledge and agree that your use of the Interface is at your own risk. We do not represent or warrant that access to the Interface will be continuous, uninterrupted, timely, or secure; that the information contained in the Interface will be accurate, reliable, complete, or current; or that the Interface will be free from errors, defects, viruses, or other harmful elements. No advice, information, or statement that we make should be treated as creating any warranty concerning the Interface. We do not endorse, guarantee, or assume responsibility for any advertisements, offers, or statements made by third parties concerning the Interface.
15. Dispute Resolution
We will use our best efforts to resolve any potential disputes through informal, good faith negotiations. If a potential dispute arises, you must contact us by sending an email to firstname.lastname@example.org so that we can attempt to resolve it without resorting to formal dispute resolution. If we aren’t able to reach an informal resolution within sixty days of your email, then you and we both agree to resolve the potential dispute according to the process set forth below.
Any claim or controversy arising out of or relating to the Interface, this Agreement, or any other acts or omissions for which you may contend that we are liable, including (but not limited to) any claim or controversy as to arbitrability (“Dispute”), shall be finally and exclusively settled by arbitration under the JAMS Optional Expedited Arbitration Procedures. You understand that you are required to resolve all Disputes by binding arbitration. The arbitration shall be held on a confidential basis before a single arbitrator, who shall be selected pursuant to JAMS rules. The arbitration will be held in San Francisco, California, unless you and we both agree to hold it elsewhere. Unless we agree otherwise, the arbitrator may not consolidate your claims with those of any other party. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
16. Class Action and Jury Trial Waiver
You must bring any and all Disputes against us in your individual capacity and not as a plaintiff in or member of any purported class action, collective action, private attorney general action, or other representative proceeding. This provision applies to class arbitration. You and we both agree to waive the right to demand a trial by jury.
17. Governing Law
You agree that the laws of the State of California, without regard to principles of conflict of laws, govern this Agreement and any Dispute between you and us. You further agree that the Interface shall be deemed to be based solely in the State of California, and that although the Interface may be available in other jurisdictions, its availability does not give rise to general or specific personal jurisdiction in any forum outside the State of California. Any arbitration conducted pursuant to this Agreement shall be governed by the Federal Arbitration Act. You agree that San Francisco, California is the proper forum for any appeals of an arbitration award or for court proceedings in the event that this Agreement’s binding arbitration clause is found to be unenforceable.
18. Entire Agreement
These Terms (and any additional terms, rules and conditions of participation that may be posted on the App) constitute the entire agreement with respect to the Interface and supersedes any prior agreements, oral or written.
Upon termination of these Terms for any reason, all rights and obligations of the parties that by their nature are continuing will survive such termination.