Last Revised: May 7, 2026
Please read these Terms of Service (“General Terms”) carefully as they govern your use of the website located at https://www.definitive.fi (the “Site”), and all related products, services, features, content, Application Program Interfaces (“APIs”), financial technology, and applications that enable the trading of digital assets across blockchain networks supported by decentralized platforms (the “Application”) made available by Definitive Finance Inc., a Panama corporation (the “Company,” “we” or “us”) (collectively, the “Services”).
These General Terms apply to all current and future offerings, products, and services made available by the Company through the Services. In certain cases, additional or supplemental terms, policies, or guidelines may apply to specific offerings (collectively, “Supplemental Terms”). Any such Supplemental Terms are incorporated by reference into, and form part of, these General Terms, and shall be deemed supplemental to these General Terms. In the event of a conflict, the Supplemental Terms will control solely with respect to the applicable offering, unless otherwise specified.
For purposes of these General Terms, “you” and “your” means you as the user of the Services. This includes, but is not limited to: algorithmic traders, developers, AI agents, trading bots, wallet builders or institutional users. If you use the Services on behalf of a company or other entity, then “you” includes you and that entity, and you represent and warrant that: (a) you are an authorized representative of the entity with the authority to bind the entity to these General Terms, and (b) you agree to these General Terms on the entity’s behalf. You also may be subject to additional terms and conditions that may apply when you use affiliate or third-party services, data, information, applications, software, or materials (collectively, “Third-Party Materials”) Customer and/or Company make available to via the Services.
WHEN YOU AGREE TO THESE GENERAL TERMS, YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND THE COMPANY THROUGH BINDING ARBITRATION RATHER THAN IN COURT AND TO A CLASS ACTION WAIVER. PLEASE REVIEW CAREFULLY SECTIONS 14 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION. HOWEVER, IF YOU ARE A RESIDENT OF A JURISDICTION WHERE APPLICABLE LAW PROHIBITS ARBITRATION OF DISPUTES, THE AGREEMENT TO ARBITRATE IN SECTION 14 WILL NOT APPLY TO YOU BUT THE PROVISIONS OF SECTION 13 (GOVERNING LAW) WILL APPLY INSTEAD.
1. Agreement to General Terms
By using our Services, you agree to be bound by these General Terms. If you don’t agree to be bound by these General Terms then you must not use the Services or access the Site. Notwithstanding the foregoing, the laws of some jurisdictions may limit or not permit certain provisions of this agreement, such as indemnification, the exclusion of certain warranties or the limitation of liability. In such a case, such provisions will apply only to the maximum extent permitted by the laws of such jurisdictions. Also, you may have additional legal rights in your jurisdiction, and nothing in these General Terms will prejudice such rights that you may have as a consumer of the Services under such applicable law.
2. Privacy Policy
Familiarize yourself with our Privacy Policy to understand how we manage your information.
3. Modifications to General Terms
We may update the General Terms from time to time in which case we will update the “Last Revised” at the top of these General Terms. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by e-mail and/or by implementing a mandatory click-through process. In the event we implement a mandatory click-through process for any material changes to these General Terms, by clicking, you agree and acknowledge you have read the changes and acceptance of the modified General Terms will become effective. If you continue to use the Services after we have posted the updated General Terms it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
4. Eligibility
The Services are only available to users in certain jurisdictions who can use the Services as permitted under applicable law. The Services are not authorized for use in certain other jurisdictions. You may not attempt to access or use the Services if you are not permitted to do so. In order to protect the integrity of the Services, we reserve the right, at any time, in our sole discretion, to block access to the Services from certain IP addresses and unique device identifiers.
5. About the Services
(a) The Services may enable you to participate in transactions involving digital assets through various order types and functionalities or to integrate our technology to facilitate such transactions that we make available through the Services from time to time. These transactions or functionalities may include but are not limited to: (a) withdrawing tokens or other assets to a compliant non-custodial wallet (“Withdrawals”); (b) exchanging one type of digital asset or token for another (“Swapping”); (c) initiating, placing or otherwise executing, any trading instruction or order type including, without limitation, market orders, limit orders, stop orders, quick trades, and any similar functionality (collectively, “Order”); (d) support the trading of perpetual futures through our perpetual futures trading offering (the “Perps Offering”); or (e) the use of our tools through our API that we make available to integrate or operate some or all of our Services (“Flash API”). Additional order types or transaction functionalities may be introduced from time to time and shall be governed by these General Terms unless expressly stated otherwise.
a.1 Flash API. By accessing or using the Company’s Flash API, you agree to be bound by these General Terms and any applicable supplemental terms or developer documentation, specifications, guides, manuals, policies, and other materials we make available relating to the Flash API (collectively, “Documentation”) and all applicable laws and regulations (including data protection laws, and market conduct rules).
1. Flash API Keys. You must register an account to place orders and receive Flash API Keys. You are solely responsible for all use of the Flash API which may be accessed and used only by you or any employees, agents, contractors, or third parties acting on your behalf, including through any API keys, tokens, secrets, certificates or other credentials used to authenticate or authorize access to the Flash API (“Credentials”). You must not share Credentials publicly or with any non-authorized party. You are responsible for all orders, trades, and instructions made through Flash API using your Credentials and for maintaining the security and confidentiality of all Credentials. Access to the Flash API may require prior authorization from the Company, which may be granted, withheld, conditioned, suspended, or revoked at the Company’s sole discretion.
2. Authorized Use. You may use the Flash API solely to develop, operate, and support your software applications, web applications, services, or integrations that access or interoperate with the Flash API. Subject to your compliance to these General Terms, you may: (a) copy the Flash API solely as necessary to exercise your rights hereunder; (b) use and display data obtained through the Flash API within your services solely as required for permitted interoperability purposes; and (c) integrate Flash API functionality into your services to enable your end users to access the Services through your applications, provided that such end users comply with the applicable General Terms and any other terms you make available.
3. Prohibited Uses. You or any party acting on your behalf is prohibited from:
4. License. Subject to your compliance with these General Terms and Documentation, the Company grants you a limited, revocable, non-exclusive, non-sublicensable, non-transferable, and non-assignable license to: (i) use the Flash API solely to facilitate transactions as permitted under these General Terms; and (ii) integrate the Flash API into your software, applications, or integrations to enable your end users to access the Services through your services. You agree to not assert any intellectual property rights that you may have that would restrict or impair Company’s development, operation or improvement of the Flash API including any applications built or enabled by the Flash API.
5. Revocation. The Company may, at any time and in its sole discretion, revoke or suspend your license to use the Flash API, or limit or block your access thereto, with or without notice, if you are not in compliance with these General Terms or if your continued access may create legal, regulatory, or security risks.
6. Changes to API and Documentation. The Company may modify, deprecate, disable, or discontinue any part of the Flash API or related Documentation at any time, without notice. The Company makes no guarantees regarding backward compatibility or the continued availability of any feature, functionality, or endpoint.
a.2 Perps Offerings.
1. Trading Perpetual Contracts (“Perpetuals”) involves substantial risks. Perpetuals are complex instruments with no expiration date, which materially changes their risk profile compared to dated futures, including indefinite accrual of funding payments and ongoing exposure to mark-price movements.
2. You may lose some or all of the funds you commit, and your losses may exceed your initial margin. You should not trade Perpetuals unless you understand their mechanics and can bear the risk of total loss. Your use of the Perpetuals offering is entirely at your own risk, and the Company shall not be liable for any losses arising from or in connection with such use.
3. You are solely responsible for monitoring your positions and maintaining sufficient collateral. If your account falls below applicable margin requirements, your positions may be liquidated, closed, or reduced automatically and without notice, at prices that may differ materially from the last observed market price. Margin requirements, leverage limits, and liquidation parameters may change at any time.
4. Perpetuals use a periodic funding rate to align the contract price with the underlying reference, which you may be required to pay or receive depending on market conditions and your position. Cumulative funding may materially affect the value of your position. Mark prices, index prices, and liquidation triggers may derive from oracles, composite feeds, or internal pricing methodologies, which may be delayed, unavailable, or diverge from prices on other venues. You accept all risks arising from such pricing mechanisms and should consult your legal and tax advisors before relying on the Services.
5. You may not use the Services to create, calculate, store, base, maintain, support, or develop any financial instruments, contracts, funds, investments, or strategies, except as otherwise provided herein, including the creation of indexes, investment products, reference rates, valuation services, or end-user market data services.
(b) No Professional Advice. All information provided by 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 in the Services. 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.
(c) No Fiduciary Duties. These General Terms are 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 General Terms.
(d) Release. The Company is not a party to any transaction or other interaction occurring on the protocol. If you have a dispute with any user of the Services, you agree to address such dispute directly with such user. If permitted in your jurisdiction, you release the Company (and the Company’s officers, directors, agents, investors, subsidiaries, and employees) (collectively “Releasees”) from, and covenant not to sue Releasees for any and all claims, demands, or damages (actual or consequential) of any kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute.
(e) Regulatory and Compliance Suspensions or Terminations. We may suspend or terminate your access to the Services at any time as required by applicable law, any governmental authority, or if we in our sole and reasonable discretion determine you are violating these General Terms or the terms of any third-party service provider. Such suspension or termination shall not be constituted a breach of these General Terms by the Company.
(f) Ownership and Control of Assets. The Services are purely non-custodial, meaning you are solely responsible for the custody of the cryptographic private keys to the digital asset wallets you hold. Title to your digital assets shall at all times remain with you and shall not transfer to us. As the owner of your own cryptocurrency, you shall bear all risk related to the digital assets in your wallet(s). The prices of digital assets are highly volatile. Price fluctuations of other digital assets could have a material and adverse impact on the value of liquidity of digital assets available through the Services, which are also subject to significant volatility. We will have no liability for value fluctuations of digital assets.
(g) Security. You are responsible for maintaining the confidentiality and security of the device(s) that you use to access the Services. You are also responsible for maintaining the security of your wallet(s), and for ensuring that no unauthorized person has access to your wallet(s), any private keys, or any devices that you utilize in connection with the Services. We will not be liable for any loss or damage arising from your failure to protect your device(s) or your wallet(s).
(h) Taxes. It is your responsibility to determine what, if any, taxes apply to the transactions you make, and to report and remit the correct tax to the appropriate tax authority. We are not responsible for determining whether taxes apply to your transaction, or for collecting, reporting, or remitting any taxes arising from any transaction. We encourage you to speak with your personal tax advisor regarding the tax implications of your use of the Protocol and Services.
(i) Sanctions. By using the Services, you further represent and warrant that you are not (a) the subject of sanctions administered or enforced by the United States (including without limitation the U.S. Department of the Treasury’s Office of Foreign Asset Control), the United Kingdom, the European Union or any other governmental authority (“Sanctions”) or (b) organized or resident in a country or territory that is the subject of country-wide or territory-wide Sanctions.
(j) Jurisdiction. You acknowledge and agree that irrevocable liability is incurred and that title is transferred with respect to any transactions related to digital assets or the exchange of digital assets and that all activities and effects of such activities occur solely within the Republic of Panama and not in any other jurisdiction, regardless of where you may have entered into or closed such transactions, placed orders, sent payments, connected or signed digital wallets or otherwise interacted with the Services and you will not take a contrary position.
(k) Limitations for U.S. Residents. You acknowledge that if you are a resident of the United States, certain functions of the Services may be unavailable to you, including but not limited to Perps Offering, and certain functionalities offered within Flash API. However, you may participate in offerings we choose to make available to you at our sole discretion.
(l) Trading Activities and Other Transactions. All of the code used in the Application is novel and experimental. Please use discretion when depositing funds. While we have thoroughly reviewed our code, we are not liable for funds lost due to code or smart contract exploits or hacks. Moreover, digital assets displayed on the Application are exposed to market fluctuations. Your capital might change due to price action and other external factors. Take note that price fluctuations also cause “impermanent loss” when dealing with liquidity pools. A transaction on the Application may fail for several reasons, including without limitation a change in prices, order availability, or technical difficulties experienced by us, decentralized finance counterparties or underlying blockchain nodes. We make no representation or warrant that any transaction will be executed fully, or at all. We are, under no circumstances, liable for any loss or injury suffered by a failure of a transaction to complete properly or in a timely manner, including dispatching to the underlying blockchain. Further, we are in no way responsible for notifying you of a transaction failure, although you are able to see any such failures on the Application. You have full responsibility to determine and inquire into the failure of any transaction which you initiate.
WE MAY REMOVE A DIGITAL ASSET FROM TRADING ON THE APPLICATION AT ANY TIME, FOR ANY REASON, WITHOUT PRIOR NOTICE. You acknowledge that while we are using commercially reasonable methods to provide trading functionality to you through our Services, we do not guarantee that the Services will be consistently available. You agree that you assume all risks and potential losses associated with any digital asset being removed, price fluctuations, or differences in actual versus indicated prices. You acknowledge that transactions using blockchains may require the payment of transaction or gas fees, which are essentially network transaction fees paid on every transaction that occurs on the selected blockchain network; transaction or gas fees are non-refundable, and we do not provide any services to users or deliver, hold, and/or receive payment for crypto assets. We charge a flat fee based on your trading volume on the Services. We may also charge additional fees for certain products, services, features, or enhanced access made available through the Services, including higher rate limits, access to pricing or market data, post-trade reporting, or other add-on features. Applicable fees will be disclosed in the Documentation, at checkout or trade execution as reflected on the Services, or in a separate commercial agreement between you and us.
We operate as an Application provider and do not act as principal or counterparty with respect to any transactions entered on the Application. Strategies will generally involve usage of other decentralized finance platforms. This will add a layer of counterparty risk. You agree and understand that: (a) all trades you submit through the Application are considered unsolicited, which means that they are solely initiated by you; (b) you have not received any investment advice from us in connection with any trades; and (c) we do not conduct a suitability review of any trades you submit.
You acknowledge and agree that we do not broker trading orders on your behalf, negotiate terms for any transaction, make investment recommendations, arrange financing, hold customer funds, process trade documentation or conduct independent asset valuations in connection with providing the Services. We also do not facilitate the execution or settlement of your trades, which occur entirely on the applicable underlying blockchain. As a result, we do not (and cannot) guarantee market best pricing or best execution through the Services. Any references in the Application to “best price” do not constitute a representation or warranty about pricing available through the Application or elsewhere.
6. Your Content
(a) Posting Content. Our Services might let users share various types of content. We don't claim ownership of any User Content.
(b) Rights to Your Content. By sharing User Content, you grant us a perpetual, global, royalty-free license to use, modify, and distribute it concerning our Services.
(c) Your Responsibility. You're accountable for your User Content and assure that it doesn't violate any laws or third-party rights.
(d) Content Removal. You can delete your content, but some might persist on the Services. We aren't accountable for any content that remains.
(e) Intellectual Property. You acknowledge that the Services including their “look and feel” (e.g., text, graphics, images, logos), proprietary content, information and other materials, are protected under copyright, trademark and other intellectual property laws. You agree the Company, or their licensors own all right, title and interest in and to the Services and you agree not to take any action(s) inconsistent with such ownership interests. Neither these Terms (nor your access to the Services) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access expressly set forth in these General Terms. The Company and its suppliers reserve all rights not granted in these General Terms. There are no implied licenses granted under these General Terms.
(f) Feedback. Feedback is welcome. If provided, you agree that we can use it without any obligation to compensate you.
7. General Prohibitions and the Company’s Enforcement Rights
You agree not to do any of the following:
(a) Proprietary Rights. The rights granted to you in these General Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site or Services, whether in whole or in part, or any content displayed on the Website; (b) you shall not (directly or indirectly) modify, decipher, disassemble, reverse compile or reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Site; (c) you shall not access the Site or Services in order to build a similar or competitive website, product, or service; (d) translate, or otherwise create derivative works of any part of the Website or Services; (e) rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder; (f) frame or mirror any part of the Services without the Company’s express prior written consent; (g) create a database by systematically downloading and storing Services content; (h) use any robot, spider, search/retrieval application or other manual or automatic device to retrieve, harvest, index, “scrape,” “data mine” or in any way gather Website or reproduce or circumvent the navigational structure or presentation of the Website without Company’s express prior written consent and (i) except as expressly stated herein, no part of the Website may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Site shall be subject to these General Terms.
(b) Post, upload, publish, submit or transmit any user content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
(c) You will not use a Virtual Private Network ("VPN"), proxy, or any similar tool to mask or modify your IP address, location, or identity in order to circumvent any restriction under these General Terms. We block IP addresses associated with sanctioned or prohibited jurisdictions, as well as jurisdictions where particular offerings are unavailable (including certain offerings that are not available to U.S. residents), and you shall not attempt to bypass such restrictions.
(d) Copyright © 2026 the Company. All rights reserved. All trademarks, logos, and service marks including but limited to $EDGE, Flash API, Definitive Prime, Definitive Turbo, and Definitive EDGE (“Marks”) displayed on the Website are our property or the property of other third parties service providers. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
(e) Access, tamper with, or use non-public areas of the Services, the Company’s computer systems, or the technical delivery systems of the Company’s providers;
(f) Attempt to probe, scan or test the vulnerability of any the Company system or network or breach any security or authentication measures;
(g) Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by the Company or any of the Company’s providers or any other third party (including another user) to protect the Services;
(h) Attempt to access or search the Services or download content from the Services using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by the Company or other generally available third-party web browsers;
(i) Use any meta tags or other hidden text or metadata utilizing the Company’s trademark, logo URL or product name without the Company’s express written consent;
(j) Services License. Subject to your compliance with these General Terms, Company hereby grants to you a personal, worldwide, royalty-free, non-assignable, non-sublicensable, non-transferrable, and non-exclusive license to use the software provided as part of the Services. If you are using Company’s bespoke trading vault and/or other custom integrations facilitated by us, such use may be subject to a separate commercial license agreement, and your use shall remain governed by the applicable licensing terms provided therein. In the absence of such commercial license agreement, your use of the Services will remain subject to these General Terms. The company may incorporate into the Services certain proprietary software technology, documentation, programming languages or tools, improvements, developments, concepts, discoveries, bespoke integrations or other proprietary information owned or developed by the Company or its affiliates as part of the Services. To the extent any proprietary technology is incorporated into the Services as a bespoke integration, Company grants you a non-exclusive, royalty-free, limited, revocable, non-sublicensable, non-transferable, worldwide license to use and display such integrations solely as necessary for your use of the Services, and only as embedded in or integrated with the Services. Any use of the Services, or any portion thereof, outside of this authorized commercial purpose, for the benefit of any third party, or in a manner not expressly permitted under these General Terms is strictly prohibited.
(k) Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;
(l) Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
(m) Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
(n) Impersonate or misrepresent your affiliation with any person or entity;
(o) 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.
(p) Violate any applicable law or regulation; or
(q) Encourage or enable any other individual to do any of the foregoing. The Company is not obligated to monitor access to or use of the Services or to review or edit any content. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these General Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, including User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these General Terms. We have the right to investigate violations of these General Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
8. Links to Third Party Websites or Resources
The Services may allow you to access third-party websites or other resources. We provide access only as a convenience and are not responsible for the content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party resources.
9. Termination
We may suspend or terminate your access to and use of the Services, including suspending access to or terminating your account, at our sole discretion, at any time and without notice to you. Upon any termination, discontinuation or cancellation of the Services or your account, the following Sections will survive: 5, 10, 11, 12, 13, 14 and 15.
10. Warranty Disclaimers
THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE SERVICES, INCLUDING FLASH API WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT ON THE SERVICES. THE COMPANY WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED WALLET ADDRESSES; (II) SERVER FAILURE OR DATA LOSS; (III) DIGITAL ASSET WALLETS OR CORRUPT FILES; (IV) UNAUTHORIZED ACCESS TO SERVICES; OR (V) ANY THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST ANY BLOCKCHAIN NETWORK UNDERLYING THE SERVICES.
By accessing and using the Services, you represent that you 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), Staked ETH (stETH), Wrapped Staked ETH (wstETH), Solana (SOL) and other digital assets such as those following the Ethereum Token Standard (ERC-20) or Solana Program Library (SPL). 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 are variable and may increase 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 or from the Services. You further acknowledge that we are not responsible for any of these variables or risks and cannot be held liable for any resulting losses that you experience while accessing Services. Accordingly, you understand and agree to assume full responsibility for all of the risks of accessing and using and interacting with the Services.
11. Indemnity
You will indemnify and hold the Company and its affiliates, officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Services, (b) your User Content, or (c) your violation of these General Terms.
12. Limitation of Liability
(a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER THE COMPANY NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE GENERAL TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY OR ITS SERVICE PROVIDERS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
(b) TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL THE COMPANY’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE GENERAL TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED (A) THE TOTAL AMOUNTS PAID OR PAYABLE BY YOU TO THE COMPANY FOR USE OF THE SERVICES, (B) ONE HUNDRED DOLLARS (US $100) IF YOU HAVE NO PAYMENT OBLIGATIONS TO THE COMPANY, OR (C) WITH RESPECT TO CLAIMS RELATING TO FLASH API ACCESS, THE AMOUNTS PAID BY YOU TO THE COMPANY FOR SUCH ACCESS DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, AS APPLICABLE. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE COMPANY AND YOU.
13. Governing Law and Forum Choice
These General Terms and any action related thereto will be governed by arbitration administered by the Panama Conciliation and Arbitration Centre in accordance with its procedural rules and the laws of the Republic of Panama, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 14 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that you and the Company are not required to arbitrate will be the courts located in the Republic of Panama, and you and the Company each waive any objection to jurisdiction and venue in such courts.
14. Dispute Resolution
(a) Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these General Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and the Company agree that arbitration administered by the Panama Conciliation and Arbitration Centre in accordance with its procedural rules governs the interpretation and enforcement of these General Terms, and that you and the Company are each waiving the right to a trial by jury or to participate in a class action lawsuit, class wide arbitration or private attorney general action. This arbitration provision shall survive termination of these General Terms.
(b) Exceptions. As limited exceptions to Section 14(a) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
(c) Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the Panama Conciliation and Arbitration Centre in accordance with its procedural rules. Any arbitration hearings will take place in the Republic of Panama, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.
(d) Injunctive and Declaratory Relief. Except as provided in Section 14(b) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party (including interpretation and validity of this Section 14) and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
(e) Class Action Waiver. YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
(f) Severability. With the exception of any of the provisions in Section 14(e) of these General Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these General Terms is invalid or unenforceable, the other parts of these General Terms will still apply.
15. General Terms
(a) Reservation of Rights The Company and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services. We reserve the right to bar any transactions with or without cause, at any time, subject to any limitations imposed by applicable law.
(b) Entire Agreement. These General Terms constitute the entire and exclusive understanding and agreement between the Company and you regarding the Services, and these General Terms supersede and replace all prior oral or written understandings or agreements between the Company and you regarding the Services. If any provision of these General Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these General Terms will remain in full force and effect. You may not assign or transfer these General Terms, by operation of law or otherwise, without the Company’s prior written consent. Any attempt by you to assign or transfer these General Terms, without such consent, will be null. The Company may freely assign or transfer these General Terms without restriction. Subject to the foregoing, these General Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
(c) Notices. Any notices or other communications provided by the Company under these General Terms will be given by posting to the Services.
(d) Waiver of Rights. Company’s failure to enforce any right or provision of these General Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of the Company. Except as expressly set forth in these General Terms, the exercise by either party of any of its remedies under these General Terms will be without prejudice to its other remedies under these General Terms or otherwise.
(e) Non-Reliance. You acknowledge and agree that in entering into these General Terms and using the Services you have not relied and are not relying on any representations, warranties or other statements whatsoever, whether written or oral (from or by us or any person acting on our behalf) other than those expressly set out in these General Terms (or other related documents referred to herein) and that you do not have any right or remedy rising out of any representation, warranty or other statement not expressly set out in these General Terms.
Contact Information
If you have any questions about these General Terms or the Services, please contact the Company at [email protected]