Last Updated: May 6, 2021
We offer a wide range of Services, and additional terms may apply. When you use a DeFi Factory service, you will also be subject to the guidelines, terms, and agreements applicable to that particular service (the “Service Terms”). If this User Agreement is inconsistent with the Service Terms, the Service Terms will control.
ENTERING INTO THIS AGREEMENT CONSTITUTES A WAIVER OF YOUR RIGHT TO A TRIAL BY JURY AND PARTICIPATION IN A CLASS ACTION LAWSUIT.
1. General Use
1.2 Modification. We may change the terms of this User Agreement at any time. Any such changes shall take effect when posted on the Site, or when you use the Services. Read the User Agreement carefully on each occasion you use the Services. Your continued use of the Services shall signify your acceptance to be bound by the current User Agreement.
2. Compliance with Applicable Law
Your relationship with DeFi Factory and use of any of the Services may be subject to the laws, regulations, and rules of governmental or regulatory authorities in your or our jurisdiction (the “Applicable Law”). By entering into this User Agreement, you agree to act in compliance with and be legally bound to any and all Applicable Law.
3. Accessing the Services
3.1 Limited License. We grant you a limited, non-exclusive, non-transferable license to access and use the Services and the Site solely in accordance with the terms of this User Agreement.
3.2 Credentials. You must keep secret all credentials associated with the Services. You are solely responsible for managing and maintaining the security of any information relating to such credentials and agree that DeFi Factory shall not be held responsible (and you shall not hold us responsible) for any unauthorised access to the Services or any resulting harm you may suffer.
3.3 Compliance. Your access to one or more Services may be contingent upon creating a user account and satisfying our onboarding processes as well as our Compliance Program. “Compliance Program” means the requirements set by DeFi Factory for collecting, verifying, recording and reporting information about you, upon first accessing certain Services and on an ongoing basis, whether for our business risk-management purposes or to comply with legal requirements applicable to us. The information we request may include, without limitation, personally identifiable information such as network address, name, email, address, telephone number, date of birth, taxpayer identification or social security number, official government-issued photo identification, and bank account information or other information we may reasonably deem helpful in satisfying our risk management or legal obligations. In providing this information to us you represent that it is accurate and agree to update your information promptly, but in no event later than 14 days following any change in your information. Failure to provide information or update your user account promptly may result in Services being unavailable to you.
3.4 Communications. Any and all communications from DeFi Factory may be provided to you via electronic mail at the address you provided when accessing the Services. DeFi Factory shall not be responsible for any harm you may suffer as a result of your failure to receive any notice provided to you in connection with this User Agreement or your use of Services so long as such notice is provided to such email address.
3.5 Termination. We may close, terminate, enable, or disable any or all of the Services or your access to the Services at any time and for any reason.
4. Risks of Digital Assets
Please note that all transactions involving digital assets such as Bitcoin, Bitcoin Cash, Ether, and Defifactory Token involve substantial risks. You should therefore carefully consider whether using our Services is suitable for you in light of your financial condition. In considering whether to hold digital assets, you should be aware that the price or value of a digital asset can change rapidly, decrease, and potentially even fall to zero. Past performance is not an indicator of future performance. You acknowledge that we are not responsible for any loss of your digital asset, resulting from theft, loss, or mishandling of private keys outside our control.
We are not responsible for any digital asset market and we make no representations or warranties concerning the real or perceived value of digital assets as denominated in any quoted currency. Although we may provide historical and/or real-time data regarding the price of digital assets, we make no representations regarding the quality, suitability, truth, usefulness, accuracy, or completeness of such data, and you should not rely on such data for any reason whatsoever. You understand and agree that the value of digital assets can be volatile, and we are not in any way responsible or liable for any losses you may incur by using or transferring digital assets in connection with our Services.
We do not provide investment advice and any content contained on the Site should not be considered as a substitute for tailored investment advice. The contents of our Site and the Services should not be used as a basis for making investment decisions.
5. General Provisions
5.1 Intellectual Property.
5.1.1 Unless otherwise indicated by us, all intellectual property rights and any content provided in connection with the Site or the Services, are the property of DeFi Factory or our licensors or suppliers and are protected by applicable intellectual property laws. We do not give any implied license for the use of the contents of the Site or the Services.
5.1.2 You accept and acknowledge that the material and content contained in or delivered by the Site or the Services is made available for your personal, lawful, non-commercial use only and that you may only use such material and content for the purpose of using the Site or the Services as set forth in this Agreement.
5.1.3 You further acknowledge that any other use of content from the Site or the Services is strictly prohibited and you agree not to infringe or enable others to infringe our intellectual property rights. You agree to retain all copyrighted and other proprietary notices contained in the material provided via the Site or the Services on any copy you make of the material but failing to do so shall not prejudice DeFi Factory’s intellectual property rights therein.
5.1.4 You may not sell or modify materials derived or created from the Site or the Services or reproduce, display, publicly perform, distribute or otherwise use the materials in any way for any public or commercial purpose. Your use of such materials on any other website or on a file-sharing or similar service for any purpose is strictly prohibited. You may not copy any material or content derived or created from the Site or the Services without our express, written permission.
5.1.5 Any rights not expressly granted herein to use the materials contained on or through the Site or the Services are reserved by DeFi Factory in full.
5.2 Accuracy of Information. DeFi Factory endeavours to verify the accuracy of any information displayed, supplied, passing through or originating from the Services, but such information may not always be accurate or current. Accordingly, you should independently verify all information before relying on it, and any decisions or actions taken based upon such information are your sole responsibility. We make no representation or warranty of any kind, express or implied, statutory or otherwise, regarding the contents of the Services, information and functions made accessible through the Services, any hyperlinks to third party websites, or the security associated with the transmission of information through the Services, or any website linked to the Services.
5.3 Third Party Services and Content. In using the Services, you may view content or services provided by third parties, including links to web pages and services of such parties (“Third Party Content”). We do not control, endorse or adopt any Third Party Content and have no responsibility for Third Party Content, including, without limitation, material that may be misleading, incomplete, erroneous, offensive, indecent or otherwise objectionable in your jurisdiction. In addition, your dealings or correspondence with such third parties are solely between you and the third party. We are not responsible or liable for any loss or damage of any sort incurred as a result of any such dealings and your use of Third Party Content is at your own risk.
6. Representations, Warranties, Indemnification, and Limitations of Liability
6.1 Acceptable Use of DeFi Factory Services. When accessing or using the Services, you agree that you are solely responsible for your conduct while accessing and using our Services. Without limiting the generality of the foregoing, you agree that you shall not:
a. 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 our Services in any manner;
b. use the Services to pay for, support or otherwise engage in any illegal activities, including, but not limited to illegal gambling, fraud, money laundering, or terrorist activities;
c. use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access our Services or to extract data;
d. use or attempt to use another person’s credentials without authorisation;
e. attempt to circumvent any content filtering techniques we employ, or attempt to access any service or area of our Services that you are not authorised to access;
f. introduce to the Services any virus, Trojan, worms, logic bombs or other harmful material;
g. develop any third-party applications that interact with our Services without our prior written consent;
h. provide false, inaccurate, or misleading information; or
i. encourage or induce any other person to engage in any of the activities prohibited under this Section.
6.2 Disclaimer of Warranties. DeFi Factory DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DATA ACCURACY, SYSTEM INTEGRATION, TITLE, NON-INFRINGEMENT AND/OR QUIET ENJOYMENT, AND ANY SERVICES PROVIDED BY DeFi Factory ARE PROVIDED “AS IS” AND “AS AVAILABLE.” EXCEPT AS EXPRESSLY PROVIDED HEREIN, YOU ACKNOWLEDGE THAT DeFi Factory MAKES NO WARRANTIES UNDER THIS AGREEMENT DIRECTLY FOR THE BENEFIT OF ANY END USER, AND THAT DeFi Factory’S OBLIGATIONS UNDER THIS AGREEMENT ARE FOR THE BENEFIT OF YOU ONLY, AND NOT FOR THE BENEFIT OF ANY OTHER PERSON. IN ENTERING INTO THIS AGREEMENT, YOU REPRESENT THAT YOU HAVE NOT RELIED UPON ANY REPRESENTATION OR WARRANTY OF DeFi Factory OR ITS AFFILIATES EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SERVICES SHALL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE.
6.3 Limitation of Liability. IN NO EVENT SHALL DeFi Factory, ITS AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE FOR ANY LOST PROFITS OR ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE SERVICES, OR THIS AGREEMENT, EVEN IF AN AUTHORIZED REPRESENTATIVE OF DeFi Factory HAS BEEN ADVISED OF, KNEW OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. FOR EXAMPLE (AND WITHOUT LIMITING THE SCOPE OF THE PRECEDING SENTENCE), YOU MAY NOT RECOVER FOR LOST PROFITS, LOST BUSINESS OPPORTUNITIES, OR OTHER TYPES OF SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
UNDER NO CIRCUMSTANCES SHALL WE BE REQUIRED TO DELIVER TO YOU ANY VIRTUAL CURRENCY AS DAMAGES, MAKE SPECIFIC PERFORMANCE OR ANY OTHER REMEDY. IF YOU WOULD BASE YOUR CALCULATIONS OF DAMAGES IN ANY WAY ON THE VALUE OF VIRTUAL CURRENCY, YOU AND WE AGREE THAT THE CALCULATION SHALL BE BASED ON THE LOWEST VALUE OF THE VIRTUAL CURRENCY DURING THE PERIOD BETWEEN THE ACCRUAL OF THE CLAIM AND THE AWARD OF DAMAGES.
WE SHALL NOT BE LIABLE FOR ANY DAMAGES CAUSED IN WHOLE OR IN PART BY (A) THE MALFUNCTION, UNEXPECTED FUNCTION OR UNINTENDED FUNCTION OF ANY COMPUTER OR CRYPTOCURRENCY NETWORK, INCLUDING WITHOUT LIMITATION LOSSES ASSOCIATED WITH NETWORK FORKS, REPLAY ATTACKS, DOUBLE-SPEND ATTACKS, SYBIL ATTACKS, 51% ATTACKS, GOVERNANCE DISPUTES, MINING DIFFICULTY, CHANGES IN CRYPTOGRAPHY OR CONSENSUS RULES, HACKING OR CYBERSECURITY BREACHES; (B) THE CHANGE IN VALUE OF ANY CRYPTOCURRENCY; (C) ANY CHANGE IN LAW, REGULATION OR POLICY, OR (D) FORCE MAJEURE. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.
6.4 Indemnification. You agree to indemnify and hold harmless DeFi Factory, its affiliates, subsidiaries, directors, managers, members, officers, and employees from any and all claims, demands, actions, damages, losses, costs or expenses, including without limitation, reasonable legal fees, arising out of or relating to: (a) your use of the Site or Services; (b) breach of this User Agreement or any other policy; (c) feedback or submissions you provide; (d) false, incomplete, or misleading information relied upon by us to verify your identity and source of funds, where applicable; or (e) violation of any rights of any other person or entity; provided however, that you shall not indemnify DeFi Factory for claims or losses arising out of DeFi Factory’s gross negligence or willful misconduct. This indemnity shall apply to your successors and assigns and shall survive any termination or cancellation of this User Agreement.
Any and all of our indemnities, warranties, and limitations of liability (whether express or implied) are hereby excluded to the fullest extent permitted under law except as set forth herein. Nothing in this User Agreement excludes or limits liability which may not be limited or excluded under Applicable Law.
7.1 Force Majeure. If by reason in whole or in part of any Force Majeure Event, either you or DeFi Factory is delayed or prevented from complying with this User Agreement, then such delay or non-compliance shall not be deemed to be a breach of this User Agreement and no loss or damage shall be claimed by you or DeFi Factory by reason thereof. “Force Majeure Event” means any event beyond the party’s reasonable control, including, but not limited to, pandemic, flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, failure in bank performance, or equipment or software malfunction including network splits or “forks” or unexpected changes in a computer network upon which the Services rely.
7.2 Taxes. It is your responsibility to determine what, if any, taxes apply due to your use of the Services, and it is your responsibility to report and remit the correct tax to the appropriate tax authority. DeFi Factory is not responsible for determining whether taxes apply to your use of the Services or for collecting, reporting, withholding, or remitting any taxes arising from any virtual currency transactions.
7.3 Severability, Reformation. In the event that any provision of this User Agreement is unenforceable under applicable law, the validity or enforceability of the remaining provisions will not be affected. To the extent any provision of this User Agreement is judicially determined to be unenforceable, a court of competent jurisdiction may reform any such provision to make it enforceable. The provisions of this User Agreement will, where possible, be interpreted so as to sustain its legality and enforceability.
7.4 Assignment. This User Agreement shall be binding on your successors, heirs, personal representatives, and assigns. You may not assign or transfer any of your rights or obligations under this User Agreement without prior written consent of DeFi Factory, which may be withheld in DeFi Factory’s sole discretion. We may assign rights or delegate duties under this User Agreement in our sole discretion.
7.5 Relationship of the Parties. Nothing in this User Agreement is intended to, nor shall create any partnership, joint venture, agency, consultancy or trusteeship. You and DeFi Factory are independent contractors for purposes of this User Agreement.
7.6 Entire Agreement. This User Agreement constitutes the entire agreement among the Parties with respect to the subject matter described herein and shall supersede all prior agreements and understandings, written or oral, among the Parties. Subsequent discussions or negotiations between you and DeFi Factory or DeFi Factory personnel shall only amend or become part of this User Agreement by way of a written amendment specifically referencing the last updated date and name of this User Agreement.
7.7 Contact Information. You may contact DeFi Factory via email at [email protected]
8. Dispute Resolution
Any disputes between you and us arising from your use of the Site or the Services (whether arising out of contract, tort, statute or any other manner) shall be resolved in the courts of Saint Kitts and Nevis and Saint Kitts and Nevis shall have exclusive jurisdiction over such matters. EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, YOU AGREE THAT ANY CLAIM YOU MAY HAVE AGAINST US SHALL BE BROUGHT INDIVIDUALLY AND YOU SHALL NOT JOIN SUCH CLAIM WITH CLAIMS OF ANY OTHER PERSON OR ENTITY OR BRING, JOIN, OR PARTICIPATE IN A CLASS ACTION AGAINST US. YOU FURTHER AGREE TO EXPRESSLY WAIVE YOUR RIGHT TO A TRIAL BY JURY.
DeFi Factory strives to improve its Services to address feedback. If you have ideas or suggestions regarding improvements or additions to the Services, we would like to hear them; however, any submission shall be subject to this User Agreement.
Under no circumstances shall disclosure of any idea or feedback, or any related material to DeFi Factory be subject to any obligation of confidentiality or expectation of compensation.
By submitting an idea or feedback or any related material that would be subject to intellectual property rights (the Work) to DeFi Factory, you grant to DeFi Factory, with respect to the Work submitted, a non-exclusive, perpetual, global, royalty-free licence to use all of the content of such ideas and feedback, for any purpose whatsoever.
By submitting Work, you are waiving any moral rights to the fullest extent permitted under law that you may have in the Work and are representing and warranting to DeFi Factory that the Work originated with you, no one else has any rights in the Work, and that DeFi Factory is free of any royalty to implement the Work and to use the related material if so desired, as provided or modified by DeFi Factory, without obtaining permission or licence from any third party We may sub-license in any way all Work and material you have submitted to DeFi Factory.
10. Law Enforcement Inquiries and Service of Subpoenas
10.1 If you seek information from DeFi Factory. DeFi Factory will comply with any duly issued subpoena served on us through the proper legal channels. If you are issuing your subpoena from a foreign jurisdiction, this may require you to obtain letters rogatory and subsequent approval from our local jurisdiction before service can be made. We do not consent to service of a subpoena by any other method. We will consider whether to respond to all other law enforcement inquiries on a case-by-case basis, and any such response is voluntary and made in our sole discretion. You expressly consent and agree that any and all communications made to DeFi Factory become the sole property of DeFi Factory and that DeFi Factory shall have the right, in its sole discretion, to publish, or disseminate any such communications, regardless of the content of the communications.
10.2 If your request involves imminent risk of death or serious bodily harm. If you are a law enforcement agent requesting information from DeFi Factory that is likely to prevent death or serious bodily harm, you may contact us on an expedited basis. Together with the appropriate documents listed above, send an email to [email protected] Factory with “IMMINENT RISK” in the subject line. In the body of the email, include a brief attestation describing the imminent risk, and DeFi Factory will endeavor to respond on an expedited basis. We expressly reserve all rights in considering whether or not to respond, which is on a voluntary basis and at our sole discretion, except in instances where we have been served a duly issued subpoena that has been issued through the proper legal channels.
10.3 Disclaimer. The information and data supplied in response to requests will be collected and provided to the fullest and most accurate possible extent. However, nothing in such information and data can be ensured to contain no errors, mistakes, misrepresentations or failures etc. Such errors, mistakes, misrepresentations or failures etc. can be the result of human agency, program or process imperfections. THEREFORE, NEITHER DeFi Factory NOR ANY OF OUR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR OUTSOURCED ADVISORS MAKES ANY REPRESENTATION, WARRANTY OR GUARANTEE WHATSOEVER WITH RESPECT TO THE INFORMATION AND DATA AND, IN PARTICULAR, AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION AND DATA.
Nothing in this section shall be deemed or construed as non-willingness to provide the requested information and data.