Terms of Use
Acceptance of the Terms of Use
These terms of use are entered into by and between you and Solana Foundation (“Company,” “we” or “us,” and their variants, including “our” and “ours”). These terms of use, together with any documents they expressly incorporate by reference (collectively, these “Terms of Use”), govern your access to and use of the Solana Earn platform (“Earn”), and the Solana Developer Platform (“SDP” and together with Earn, the “Platforms”) available at platform.solana.com (the “Website”), and any content, functionality, interfaces, tools, and features offered on or through the Website (collectively, the “UI”, and together with the Platforms and the Website, the “Services”).
If the user engages with the Services under authority from a different party or on another party’s behalf, then “you” (and its variants, including “your” and “yours”) as used herein refers to that person on whose behalf the Services are used (e.g., an employer). Each individual who accesses or uses the Services on your behalf (each, an “Authorized User”) represents and warrants that he/she is authorized to bind you to these Terms of Use. You are responsible for the actions and inactions of all Authorized Users and any other persons who access or use the Services through your account as if they were your own.
Please read the Terms of Use carefully before you start to use the Services. By using the Services or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use. If you do not want to agree to these Terms of Use or any part thereof, you must not access or use the Services.
THE SERVICES WERE NOT DEVELOPED FOR, AND ARE NOT OFFERED TO PERSONS OR ENTITIES WHO RESIDE IN, ARE CITIZENS OF, ARE LOCATED IN, ARE INCORPORATED IN, OR HAVE A REGISTERED OFFICE OR PRINCIPAL PLACE OF BUSINESS IN ANY RESTRICTED JURISDICTION OR COUNTRY SUBJECT TO ANY SANCTIONS OR RESTRICTIONS PURSUANT TO ANY APPLICABLE LAW, OR ANY OTHER COUNTRY TO WHICH THE UNITED STATES, THE UNITED KINGDOM, THE EUROPEAN UNION OR ANY OTHER JURISDICTION EMBARGOES GOODS OR IMPOSES SIMILAR SANCTIONS (COLLECTIVELY, THE “RESTRICTED JURISDICTIONS” AND EACH A “RESTRICTED JURISDICTION”), OR ANY PERSON OWNED, CONTROLLED, LOCATED IN OR ORGANIZED UNDER THE LAWS OF ANY RESTRICTED JURISDICTION OR AFFILIATED WITH ANY SUCH PERSON, ANY PERSON LISTED ON ANY SANCTIONS LIST MAINTAINED BY THE UNITED STATES, THE UNITED KINGDOM, THE EUROPEAN UNION OR ANY OTHER JURISDICTION (COLLECTIVELY, “RESTRICTED PERSONS”). THERE ARE NO EXCEPTIONS. IF YOU ARE A RESTRICTED PERSON OR LOCATED IN A RESTRICTED JURISDICTION, THEN DO NOT USE OR ATTEMPT TO USE THE SERVICES. USE OF ANY TECHNOLOGY OR MECHANISM, SUCH AS A VIRTUAL PRIVATE NETWORK, TO CIRCUMVENT OR ATTEMPT TO CIRCUMVENT THE RESTRICTIONS SET FORTH HEREIN IS STRICTLY PROHIBITED.
WHEN YOU SIGN UP TO USE SOME OF THE SERVICES, YOU WILL BE ASKED TO INPUT YOUR PHYSICAL LOCATION/JURISDICTION. YOU MUST PROVIDE TRUTHFUL AND ACCURATE INFORMATION WHEN INPUTTING SUCH INFORMATION. IF YOU ARE TRAVELING AT THE TIME YOU ENTER THE INFORMATION, IT IS YOUR RESPONSIBILITY TO UPDATE THE INFORMATION ON YOUR NEXT LOGIN FROM A DIFFERENT JURISDICTION.
BY USING THE SERVICES, YOU REPRESENT THAT (A) YOU ARE NOT A RESTRICTED PERSON; (B) YOU (INCLUDING, IF APPLICABLE, YOUR INDIVIDUAL OWNERS, REPRESENTATIVES, EMPLOYEES, OR ANY OTHER PERSON WITH ACCESS TO YOUR ACCOUNT) WILL NOT COORDINATE, CONDUCT OR CONTROL (INCLUDING BY, IN SUBSTANCE OR EFFECT, MAKING DECISIONS WITH RESPECT TO) YOUR USE OF THE SERVICES FROM WITHIN ANY RESTRICTED JURISDICTION; AND (C) WHEN NOTIFYING US OF THE LOCATION FROM WHICH YOU ARE USING THE SERVICES, YOU WILL PROVIDE TRUTHFUL INFORMATION, AND WILL MAINTAIN THAT INFORMATION UP TO DATE AS YOU TRAVEL, WHENEVER YOU ACCESS THE SERVICES AGAIN, IF YOUR JURISDICTION IS DIFFERENT AT THAT TIME.
YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES, OR SOME PORTIONS THEREOF, WILL BE UNAVAILABLE TO YOU FROM SOME JURISDICTIONS.
NEITHER WE NOR OUR SERVICE PROVIDERS ARE RESPONSIBLE FOR ANY ACTIVITIES THAT YOU ENGAGE IN WHEN USING ANY THIRD PARTY SERVICES OR BLOCKCHAIN TECHNOLOGIES NOT PROVIDED BY US.
SDP AND ITS PRODUCTS ARE ONLY A FRONT-END THROUGH WHICH YOU WILL INTERACT AND TRANSACT WITH THIRD PARTIES, OR USE THIRD PARTY PRODUCTS OR SERVICES. WE HAVE NO RESPONSIBILITY AND ACCEPT NO LIABILITY FOR ANY ACTIONS OF SUCH THIRD PARTIES, OR FOR YOUR TRANSACTIONS.
By using the Services, you represent and warrant that you are a business or other legal entity duly organized, validly existing, and in good standing in your jurisdiction of organization or formation, that you have full power and authority to enter into and perform these Terms of Use, that you have authorized the Authorized Users accessing the Services on your behalf to agree to these Terms of Use, that you otherwise meet all of the foregoing eligibility requirements, and that will comply with these Terms of Use and ensure your Authorized Users do as well. If you do not meet all of these requirements, you must not access or use any of the Services or allow your Authorized Users to do so.
Changes to the Terms of Use
We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Services thereafter. However, any changes to the dispute resolution provisions set out in the Governing Law and Arbitration section below will not apply to any disputes for which the parties have actual notice on or before the date the change is posted on the Services.
Your continued use of the Services following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.
Accessing the Services and Account Security
We reserve the right to withdraw or amend the Services, and any service or material we provide on the Services, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Services are unavailable at any time or for any period. From time to time, we may also restrict access to some parts of the Services, or the entire Services, by any user in our discretion.
You are responsible for:
- Making all arrangements necessary for you to have access to the Services.
- Ensuring that all persons who access the Services on your behalf are aware of these Terms of Use and comply with them.
To access the Services or some of the resources they offer, you may be asked to provide certain registration details or other information. It is a condition of your use of the Services that all the information you provide on the Services is correct, current, and complete.
If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your login credentials are personal to the Authorized User to whom they are issued, and you agree not to provide any person other than an Authorized User with access to the Services or any portion of them using such credentials. Authorized Users may not share credentials.
You agree to notify us immediately of any unauthorized access to or use of login credentials or other means your Authorized Users use to access the Services, or any other breach of security. You also agree to ensure that your Authorized Users leave their account at the end of each session. Use caution if accessing accounts from a public or shared computer so that others are not able to view or record seed phrases, keys, passwords or other sensitive information, as applicable.
We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.
You understand that your content may be transferred unencrypted and may involve (a) transmissions over various networks; (b) posting of your transactions on the blockchain, which is available for the public to see; and (c) changes to conform and adapt to technical requirements of connecting networks or devices.
Use of Earn
Earn enables you to access and interact with third-party digital asset services, blockchains, protocols, smart contracts, vaults and other services that are operated and maintained by independent third parties (each, a “Third-Party Provider,” and such services, protocols, smart contracts, and vaults, collectively, the “Third-Party Services”), including (i) third-party stablecoin issuance and infrastructure services, (ii) digital asset payment, conversion, and transfer services), and (iii) yield-generating vaults. Company does not operate or control any Third-Party Service or any underlying blockchain network, protocol, vault or smart contract, and Company does not itself issue, hold, custody, exchange, transmit, or manage any of your or your customers’ digital assets or funds.
Company is not a party to any transaction between you and any Third-Party Provider or any other person, and Company does not act as your agent, broker, intermediary, or fiduciary. Each transaction that you initiate through Earn is performed by the applicable Third-Party Provider, smart contract, or blockchain network, and not by Company. Your use of each Third-Party Service is subject to the terms, policies, and requirements of the applicable Third-Party Provider (“Third-Party Terms”), which you are responsible for reviewing and accepting before you use that Third-Party Service. These Terms of Use govern your relationship with Company, and the applicable Third-Party Terms govern your relationship with each Third-Party Provider. Company may require you to accept applicable Third-Party Terms through Earn as a condition of accessing certain functionality.
Company does not approve, execute, or control any transaction that you submit to a blockchain network and cannot cancel, modify, or reverse any such transaction once submitted. Company’s role is limited to making Earn available as a means of accessing Third-Party Services.
The Third-Party Services displayed through Earn, including the Vaults (as defined below), are not the only products or services that the applicable Third-Party Providers offer, and Company does not display all products or services available in the market. Company determines which Third-Party Services to display based on certain criteria as determined by Company in its discretion, which may include total value locked, available capacity, and technical compatibility with the Services. However, Company does not evaluate, audit, verify, or curate the Third-Party Services on your behalf, and the display of any Third-Party Service does not constitute an endorsement, recommendation, or representation by Company regarding that Third-Party Service, its Third-Party Provider, or its suitability for you. Any eligibility or onboarding review that Company conducts with respect to a Third-Party Provider or Third-Party Service is solely for Company’s own purposes, and you may not rely on it.
Wallet
To use Earn, you must create a digital wallet through the Services (the “Wallet”). You may not connect any other digital wallet to Earn. We do not custody or take control over the assets you hold in your Wallet, and you control the private keys or other credentials required to authorize transactions from your Wallet. Company does not have access to, store, or retain copies of your private keys, seed phrases, passwords, or other credentials, cannot initiate, authorize, freeze, or reverse any transaction from your Wallet, and cannot recover or restore your credentials if lost or compromised. You are solely responsible for the confidentiality, security, and integrity of your Wallet credentials. Your Wallet is intended solely for use on the Services. Do not attempt to connect your Wallet to other services, protocols or networks.
You are responsible for determining which Authorized Users may access your Wallet or authorize transactions from it, and for all transactions authorized using your Wallet credentials, whether or not you authorized them.
Earn Services
Earn provides a user interface that enables you to deploy, call, or otherwise interact directly with a protocol or other smart contracts or blockchain technologies (each, a “Protocol”). You are responsible for learning and understanding the Protocol conditions and requirements and complying with them before you initiate any such transactions. For example, a Protocol may impose deposit limits, capacity constraints, lock-up or withdrawal periods, or other conditions that may delay or prevent you from depositing or withdrawing digital assets. Once transactions are processed on-chain, they are not reversible.
While we may offer a connection to a Protocol, you acknowledge and agree that Company does not control the Protocol or any other third-party blockchain technologies that you access or use through the Services, and any Protocol information displayed on the Services may be incorrect or incomplete.
Stablecoin Deployment
Through a Third-Party Provider that you select (a “Stablecoin Provider”), Earn enables you to configure and deploy a digital asset that is designed to maintain a stable value relative to a reference digital asset, such as USDC (each, a “Customer Stablecoin”). Through Earn, you may select the name and symbol of your Customer Stablecoin, the Stablecoin Provider, the reference asset, and the permissions and wallets associated with your Customer Stablecoin, and then deploy it.
Company is not the issuer, sponsor, or operator of any Customer Stablecoin. Company does not hold, manage, or safeguard any reserve or backing assets, does not mint, burn, or redeem any Customer Stablecoin, and makes no commitment regarding the value, backing, stability, redemption, or convertibility of any Customer Stablecoin. The issuance, backing, reserves, redemption, and all other aspects of each Customer Stablecoin are governed solely by the Third-Party Terms between you and the applicable Stablecoin Provider and by any terms between you and the holders of your Customer Stablecoin. As between you and Company, you are solely responsible for determining and satisfying all legal and contractual obligations that apply to you in connection with your Customer Stablecoin, including its issuance, distribution, marketing, and redemption.
Certain controls over a Customer Stablecoin, including any authority to mint, burn, freeze, recover, or transfer it (collectively, “Token Authorities”), may be configured by you through Earn at the time of deployment, other than any Token Authorities that the Stablecoin Provider retains under its Third-Party Terms. Company does not hold or exercise any Token Authority. Certain Token Authorities may be irrevocable or may not be modified after your Customer Stablecoin is deployed. You are solely responsible for selecting, securing, and exercising the Token Authorities that you hold or assign, and for the consequences of your configuration choices.
You are solely responsible for the name, symbol, logo, and other identifiers of your Customer Stablecoin, and you represent and warrant that they comply with the Content Standards (as defined below) and do not infringe or misappropriate the rights of any third party or suggest any affiliation with, or endorsement by, Company, any Stablecoin Provider, or any other person, except as expressly authorized by that person.
Payments
SDP enables you to initiate payments, transfers, and conversions between digital assets, and between digital assets and fiat currency (each, a “Payment”), using your Wallet and any account that you maintain with the Third-Party Provider that you select to process the Payment (a “Payment Provider”). Each Payment, including any related conversion, on-ramp, off-ramp, or transfer, is executed solely by the applicable Payment Provider or blockchain network. Company does not receive, hold, transmit, or convert any funds or digital assets in connection with any Payment.
Exchange rates, quotes, fees, processing times, limits, and other Payment terms are determined by the applicable Payment Provider, and any such information displayed through the Services is provided for informational purposes only. You are responsible for verifying all Payment details, including recipient addresses, amounts, and networks, before you submit a Payment. Payments submitted to a blockchain network are irreversible, and Company cannot cancel, reverse, or recover any Payment, including any Payment sent to an incorrect address or network.
A Payment Provider may delay, reject, or reverse a Payment in accordance with its Third-Party Terms, including in connection with its compliance, verification, or risk management procedures. You are solely responsible for your relationships and obligations with the senders and recipients of your Payments.
Vaults
SDP and Earn display certain vaults and similar smart contract-based arrangements that are created, operated, and managed by Third-Party Providers and that are designed to generate yield on digital assets deposited into them (each, a “Vault”). SDP and Earn may also display information about each Vault, such as the digital assets it accepts, the total value deposited, its available capacity, and its historical or estimated rate of return. Vault information is provided by the applicable Third-Party Provider or other third-party data sources and is not verified by Company. Displayed rates of return are variable, may be estimates or historical figures, and are not a guarantee or prediction of future results. Each Vault is a Protocol for purposes of these Terms of Use.
You may use SDP to allocate digital assets from your Wallet to any Vault displayed through SDP, subject to the Vault’s available capacity. Deposits into and withdrawals from each Vault are governed by the Vault’s smart contracts and the applicable Third-Party Terms, which may impose deposit limits, lock-up or notice periods, withdrawal restrictions, fees, and other conditions.
You may also use SDP to create a selection of Vaults to your customers, employees or others (each, an “End User”) featuring your name or brand (each, an “Embedded Yield Product”). Each Embedded Yield Product is deployed at your direction, and you hold any administrative or other authorities associated with it. You are solely responsible for your Embedded Yield Products and the actions of your End Users, including: (a) entering into and enforcing your own terms with your End Users, which must not state or suggest that Company is a party to, offers, or is responsible for any Embedded Yield Product; (b) providing your End Users with all disclosures, notices, and risk statements that applicable law requires or that are necessary to make your offering not misleading; (c) conducting any onboarding, identity verification, eligibility, sanctions screening, and other procedures with respect to your End Users that applicable law requires; (d) obtaining and maintaining all licenses, registrations, and authorizations that you require to offer each Embedded Yield Product; (e) handling all communications, support requests, complaints, and disputes with your End Users; and (f) complying with all laws and regulations that apply to your offering of Embedded Yield Products.
Company has no relationship with, and owes no obligation to, any End User. End Users may not access the Services directly and are not third-party beneficiaries of these Terms of Use. You will not make any representation, warranty, or commitment to any End User on Company’s behalf, and you will not use Company’s name or marks in connection with any Embedded Yield Product except as Company expressly permits in writing.
NO VAULT, EMBEDDED YIELD PRODUCT, OR OTHER THIRD-PARTY SERVICE IS GUARANTEED TO GENERATE ANY YIELD OR TO PRESERVE THE VALUE OF THE DIGITAL ASSETS DEPOSITED INTO IT. YOU AND YOUR END USERS MAY LOSE SOME OR ALL OF THE DIGITAL ASSETS DEPOSITED INTO ANY VAULT, INCLUDING AS A RESULT OF MARKET CONDITIONS, SMART CONTRACT FAILURES OR EXPLOITS, THE ACTIONS OR INACTIONS OF THE APPLICABLE THIRD-PARTY PROVIDER OR OTHER USERS, OR THE FAILURE OF ANY UNDERLYING PROTOCOL OR DIGITAL ASSET. COMPANY MAKES NO REPRESENTATION OR WARRANTY REGARDING THE VALUE, PERFORMANCE, RETURNS, SECURITY, OR LIQUIDITY OF ANY VAULT OR EMBEDDED YIELD PRODUCT AND HEREBY DISCLAIMS ALL SUCH WARRANTIES AND ANY LIABILITY ASSOCIATED WITH YOUR OR YOUR USERS USE OF ANY VAULT.
SDP Use
On SDP, we offer certain developer tools and application programming interfaces (“APIs”) intended to facilitate your use of a ready-made infrastructure for digital assets for use on the Solana network (the “Network”).
You may use SDP and our APIs (collectively, the “Developer Tools”) solely to build applications that interact with the Network. Subject to your compliance with these Terms of Use, Company grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use the Developer Tools for your internal business purposes. Developer Tools may contain smart contracts that are self-executing and irreversible once called. You are solely responsible for reviewing and testing any smart contract before use. Company may update or modify the Developer Tools at any time in its sole discretion. WE DISCLAIM ALL RESPONSIBILITY AND LIABILITY FOR ANY APPLICATION CREATED, UPLOADED, OR MADE AVAILABLE BY ANY USER, AND FOR ANY ACTIONS OR INACTIONS OF NODE OPERATORS.
You acknowledge and agree that any infrastructure you build using the Developer Tools is created and selected by you, and we have no responsibility for what tools you select to build or use. We do not operate your digital asset tools, and do not provide any trade execution, clearing, brokerage or custody services.
Fees
We may, in our discretion, impose fees for access to or use of certain functionality within the Services, as disclosed to you through the Services (collectively, “Fees”). We may change Fees at any time, and any change will apply to transactions and functionality initiated after the change is disclosed through the Services.
Your use of the Services may result in fees charged by third parties, including Third-Party Providers, service providers, financial institutions, payment processors, protocols, or other persons. Such third-party fees are outside of Company’s control, may vary over time, and are your sole responsibility.
You are also responsible for all fees associated with interacting with any blockchain network, including transaction validation fees (commonly referred to as “gas” fees), as well as any other fees Third-Party Providers or Protocols may impose. Such fees are determined by the applicable network or Third-Party Providers or Protocol smart contracts, may fluctuate significantly, and are outside of Company’s control. Any fee information provided through the Services is for informational purposes only and may not reflect the actual fees required to complete a transaction. You acknowledge that transactions submitted to a blockchain network are irreversible and will not be invalidated, cancelled, or refunded based on the level of fees associated with such transactions, including if such fees are higher than expected or otherwise unacceptable to you.
Company may receive fees, revenue share, or other compensation from Third-Party Providers in connection with your use of their Third-Party Services.
Taxes
You are solely responsible for determining and fulfilling any tax obligations that may arise from your use of the Services. Company does not report any taxes you may owe to any governmental authority. It is your responsibility to report and remit any taxes, duties, or similar assessments that may be imposed by any governmental authority, and to maintain accurate records as required by applicable law.
Intellectual Property Rights
The Services and their entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof), are owned by Company, its licensors, or other providers of such material and are protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Services, except as follows:
- Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
- You may store files that are automatically cached by your Web browser for display enhancement purposes.
- You may print or download one copy of a reasonable number of pages of the Services for your internal business purposes and not for further reproduction, publication, or distribution.
- If we provide social media features with certain content, you may take such actions as are enabled by such features.
You must not:
- Modify copies of any materials from the Services or their underlying software or systems.
- Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
- Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Services.
You may access and use the Services solely for your internal business purposes and as permitted by these Terms of Use.
If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Services in breach of these Terms of Use, your right to use the Services will stop immediately and you must then immediately destroy any copies of the materials you have made.
No right, title, or interest in or to the Services or any content on the Services is transferred to you, and all rights not expressly granted are reserved by Company. Any use of the Services not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.
Trademarks
Company’s name, Company’s logos, and all related names, logos, product and service names, designs, and slogans on the Services are trademarks of Company or its affiliates or licensors. All other names, logos, product and service names, designs, and slogans on the Services are the trademarks of their respective owners. You must not use any such materials, regardless of who posted them to the Services, without the prior written permission of Company or the applicable owner thereof.
Third-Party Materials
The Services may contain links to, integrations with, or references to third-party websites, applications, or resources, including Third-Party Services, Vaults, Protocols, decentralized exchanges, blockchain networks, tokens, and other digital asset-related services (collectively, “Third-Party Materials”). Such links and integrations are provided for convenience and informational purposes only and do not constitute our endorsement or recommendation of any Third-Party Materials.
Company does not control, and is not responsible for, any Third-Party Materials, including their availability, legality, content, functionality, security, or performance. All statements or opinions expressed in Third-Party Materials are solely the responsibility of the person or entity providing them and do not necessarily reflect the views of Company. Any decisions you make in connection with Third-Party Materials are made solely by you. The information available through the Services does not constitute financial, investment, legal, or regulatory advice and is not intended to be relied upon as such.
WE DO NOT ENDORSE AND ARE NOT RESPONSIBLE OR LIABLE FOR ANY THIRD-PARTY MATERIALS, EVEN IF ACCESSIBLE ON OR THROUGH THE SERVICES.
Prohibited Uses
We may suspend or cancel your use of the Services for any reason, including if we believe you have engaged in or are about to engage in any kind of fraud, if required pursuant to applicable laws, or if you violate these Terms of Use. We may provide you with notice of suspension but do not undertake an obligation to do so.
You may use the Services only for lawful purposes and in accordance with these Terms of Use. In addition, you agree not to use the Services:
- In any way that violates any applicable law or regulation (including, without limitation, any laws regarding the export of data or software to or from any jurisdiction).
- To exploit, harm, or attempt to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
- To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards set out in these Terms of Use.
- To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
- To impersonate or attempt to impersonate Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
- To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by us, may harm Company or users of the Services or expose them to liability.
Additionally, you agree not to:
- Use the Services in any manner that could disable, overburden, damage, or impair them, or interfere with any other party’s use of the Services, including their ability to engage in real time activities.
- Use any content available on or via the Services, any portion thereof, or any output generated, for training or fine tuning any machine learning or artificial intelligence tool, software or platform.
- Use any content available on or via the Services, any portion thereof, or any output generated, for the purpose of identifying a specific individual or extracting personal information.
- Use any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any of the material on the Services.
- Use any manual process to monitor or copy any of the material on the Services or for any other unauthorized purpose without our prior written consent.
- Use any device, software, or routine that interferes with the proper working of the Services.
- Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
- Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which the Services are stored (if applicable), or any server, computer, or database connected to the Services or used to make them available.
- Copy, mirror or otherwise attempt to replicate or reproduce the Services.
- Attack the Services via a denial-of-service attack or a distributed denial-of-service attack.
- Otherwise attempt to interfere with the proper working of the Services.
- Violate or circumvent any legally imposed compliance measures implemented by Company.
- Use or attempt to use another user’s wallet or credentials without authorization or access the Services through unauthorized integrations or smart-contract calls.
- Introduce, deploy, or interact with any smart contract or code designed to extract data or assets from other users or from the Services without consent.
- Exploit or attempt to exploit any vulnerability, bug, or malfunction in the Services for any reason, including personal gain.
- Collect, harvest, or attempt to collect wallet addresses, transaction data, or personal information from other users.
- Attempt to deanonymize or re-identify any user or participant from blockchain data.
- Provide false, inaccurate, or misleading information during registration, verification, or interaction with the Services.
- Engage in any activity that, in Company’s sole judgment, poses a risk of legal liability, regulatory exposure, reputational harm, or disruption to the integrity or operation of the Services.
- Engage in, promote, or facilitate money laundering, terrorist financing, sanctions evasion, or any other unlawful financial activity.
- Transact on behalf of, or for the benefit of, any Restricted Person or any person or entity located in a Restricted Jurisdiction.
- Modify, adapt, disassemble, decompile, or reverse engineer the Services or any software used to provide them.
- Use the Services as a mixer, tumbler, anonymization tool, or other mechanism to obscure or disguise the source or destination of digital assets.
- Circumvent any access controls, geo-blocking, or wallet restrictions, including by using virtual private networks, proxy servers, or false identifying information.
- Use or attempt to use currencies or digital assets not expressly supported or approved by Company, including attempting to deposit, bridge, swap, mint, burn, or transact in any non-whitelisted asset through the Services.
- Use the Services to create, deploy, or promote any part of the Services for fraudulent or deceptive purposes, or that uses any name, symbol, or branding that infringes the rights of any third party or suggests an affiliation with Company or any Third-Party Provider without authorization.
- Permit any person other than an Authorized User to access the Services, or provide any End User with direct access to the Services.
- Attempt to manipulate any index, reference price, mark price, funding rate, settlement value, or other pricing methodology used for valuation, margin, liquidation, or settlement.
- Engage in quote stuffing, message flooding, excessive order submissions and cancellations, or activity intended to exploit matching engine behavior, queue priority, or latency characteristics.
Feedback and User Contributions
The Services may enable you to submit, upload, configure, or otherwise make available content, data, information, or other materials, including names, symbols, logos, descriptions, and other branding for Customer Stablecoins and Embedded Yield Products (collectively, “User Contributions”).
As between Company and you, you retain ownership of your User Contributions. You hereby grant Company, its affiliates, and its and their service providers a non-exclusive, worldwide, royalty-free, fully paid-up license, sublicensable to Third-Party Providers and service providers, to use, reproduce, modify, display, distribute, store, and transmit your User Contributions solely as necessary to provide, operate, secure, and improve the Services and comply with law, including to deploy and display your Customer Stablecoins and Embedded Yield Products. This license continues for so long as you use the Services and, following any termination of your account or use of the Services, for so long as any Customer Stablecoin or Embedded Yield Product associated with your User Contributions remains deployed, in circulation, or accessible through the Services. You acknowledge that User Contributions recorded on a blockchain network cannot be modified or removed by Company, and the license granted in this paragraph is perpetual and irrevocable with respect to such User Contributions. Company may also retain copies of User Contributions as required by applicable law or in accordance with its standard archival practices.
Company may identify you as a user of the Services, including by displaying your name and logo, in Company’s marketing materials. If you object to any use of your name or logos for this purpose, please contact us at legal@solana.org.
You may from time to time provide us or other users with comments, suggestions, or ideas relating to the Services (“Feedback”). You acknowledge and agree that we, our affiliates and other users may use the Feedback without restriction. All such Feedback will be considered non-confidential and non-proprietary. You hereby grant Company and its affiliates a perpetual, irrevocable, transferable, worldwide, royalty-free, fully paid-up, sublicensable license to use, reproduce, modify, create derivative works of, and otherwise exploit any Feedback for any purpose, without attribution or compensation to you, and this license survives any termination of your account or use of the Services.
Except as expressly authorized by Company in writing: (a) users may not use, reproduce, modify, distribute, or otherwise exploit any other user’s User Contributions; and (b) no rights or licenses are granted to any user with respect to another user’s User Contributions.
All User Contributions must comply with the Content Standards set out in these Terms of Use. Any User Contribution and Feedback will be considered non-confidential and non-proprietary.
You represent and warrant that:
- You own or control all rights in and to the User Contributions and the Feedback, and have the right to grant the license granted above.
- All of your User Contributions and the Feedback do and will comply with these Terms of Use.
You acknowledge and agree that neither Company nor any other user has any obligation to independently verify the foregoing representations, and that you are solely responsible for any Claims (as defined below) arising from a breach of these representations.
You understand and acknowledge that you are responsible for any User Contributions and Feedback you submit or contribute, and you, not Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.
We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Services.
Monitoring and Enforcement; Termination
We have the right to:
- Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
- Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use, infringes any intellectual property right or other right of any person or entity, threatens the safety of users of the Services or the public, or could create liability for Company.
- Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
- Take legal action, including without limitation, referral to law enforcement, for any action we believe is illegal or constitutes unauthorized use of the Services.
- Terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, if we believe you have engaged in any violation of these Terms of Use.
Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Services.
However, we do not undertake to review all material before it is posted on the Services, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
Content Standards
The content standards set forth in this section of the Terms of Use (the “Content Standards”) apply to all User Contributions. User Contributions must in their entirety comply with all applicable laws and regulations. Without limiting the foregoing, User Contributions must not:
- Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
- Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
- Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
- Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use.
- Contain any trademarks, logos or other material belonging to a third party without such party’s prior explicit consent.
- Be likely to deceive any person.
- Promote any illegal activity, or advocate, promote, or assist any unlawful act.
- Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
- Impersonate any person or misrepresent your identity or affiliation with any person or organization.
- Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter, or advertising.
- Give the impression that they emanate from or are endorsed by us or any other person or entity if this is not the case.
- Include or imply any statement of expected financial return, investment performance, or guaranteed outcome related to your activity on the Services.
- Provide instructions or encouragement to circumvent laws, sanctions, or technical restrictions, including access controls or geo-blocking implemented by Company.
Copyright Infringement
We respect the intellectual property rights of others and expect users of the Services to do the same. If you believe that any material available on or through the Services infringes your copyright or other intellectual property rights, please send the relevant information to legal@solana.org. We reserve the right, but do not undertake the obligation, to review all requests and take any action deemed appropriate at our discretion, which may include removing or restricting access to the material and/or terminating the user accounts of repeat infringers.
Please note that knowingly submitting false or misleading claims may result in liability under applicable law.
Risks
You are solely responsible for any transactions or interactions you initiate on the Services, and for all fees that you may incur as a result of your use of the Services.
Use of our Services may be subject to expropriation, theft, or unauthorized access. Hackers or other malicious actors may attempt to interfere with our Services or your use thereof in a variety of ways, including, but not limited to, use of malware, denial of service attacks, Sybil attacks, and spoofing.
The information on our Services may not always be entirely accurate, complete, or current. You should verify all information before relying on it. We do not guarantee that our Services will be error free or available without interruption.
The Services may be subject to system limitations, outages, latency, maintenance, and capacity constraints.
Indices, market data, yield figures, exchange rates, and price feeds displayed through the Services may be delayed, inaccurate, incomplete, disrupted, manipulated, or unavailable. Company relies on Third-Party Providers and other third-party sources for such information and does not verify it.
The Services do not take custody of any of your digital assets, and as such are “self-custodial” or “non-custodial.” When you deposit or transfer digital assets into any smart contract made available through or in connection with the Services, you are not depositing funds with Company, and Company does not obtain possession or control of those digital assets. In some cases, you may only be able to withdraw digital assets from any smart contract made available through the Services to the wallet address from which you initially deposited the digital assets. Company has no ability to access, recover, transfer, freeze, or reverse any digital assets held in or transferred through any such smart contract.
Company does not operate a digital asset or derivatives exchange, does not issue any digital asset, and does not provide trade execution, clearing, brokerage, payment, money transmission, or custody services. Transactions facilitated through the Services are executed by Third-Party Providers, smart contracts, and blockchain networks. Company has no control over, and assumes no responsibility for, such transactions. You are solely responsible for complying with all applicable laws in connection with your use of the Services, including, as applicable, U.S. commodities and securities laws and regulations (including the Commodity Exchange Act and the regulations promulgated thereunder by the U.S. Commodity Futures Trading Commission (“CFTC”), and the laws and regulations administered by the U.S. Securities and Exchange Commission (“SEC”)) and any applicable foreign laws.
The regulatory treatment of digital assets is uncertain and evolving. Laws or regulations in any jurisdiction may materially affect digital assets, their value, and the operation or availability of the Services.
Company is not registered or licensed by the CFTC, SEC, or any other financial regulatory authority. No regulatory authority has reviewed or approved the Services. Nothing provided through the Services constitutes financial, investment, legal, or tax advice, and Company is not acting as an investment adviser, broker-dealer, or commodity trading adviser.
Company does not own or control the underlying blockchain protocols or smart contracts used in connection with the Services. Such protocols are typically open source and may be modified by third parties. Company makes no representations regarding their functionality, security, or availability and is not liable for any failures, exploits, forks, or disruptions affecting them.
Company is not a party to any transaction between you and any Third-Party Provider, End User, or other person, and disclaims all liability arising from such transactions, including any failure by any such person to perform, pay, deliver, or otherwise complete any transaction or obligation.
No Financial or Investment Advice
You understand that we do not act as your financial advisor, investment manager, arranger, introducer, or commodity trading advisor, or otherwise act on your behalf with respect to your activities on the Services. It is your responsibility and you are solely responsible for your decisions regarding how, when, and with whom you interact or transact through the Services. It is also your responsibility to ensure you understand each Third-Party Service, Vault, and digital asset with which you interact through the Services, how they work, what their value is, and the risks involved in using or interacting with smart contracts, as there are significant risks in doing so, all of which you solely assume.
You agree and understand that all decisions you make when using the Services are made solely by you. You agree and understand that under no circumstances will the operation of our Services or your use of them be deemed to create a relationship that includes the provision of or tendering of investment advice. NO FINANCIAL, INVESTMENT, TAX, LEGAL, OR SECURITIES ADVICE IS GIVEN THROUGH OR IN CONNECTION WITH THE SERVICES. No content found on our Services, whether created by us, our service providers, our business partners, or another user, is or should be considered investment advice. You agree and understand that we accept no responsibility whatsoever for and shall in no circumstances be liable in connection with, your decisions or your use of the Services.
Changes to the Services
We may update the content on the Services from time to time, but their content is not necessarily complete or up-to-date. Any of the material on the Services may be out of date at any given time, and we are under no obligation to update such material.
Linking to the Services and Social Media Features
You may link to our Website homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent.
The Services may provide certain social media features that enable you to:
- Link from your own or certain third-party websites to certain content on the Services.
- Send emails or other communications with certain content, or links to certain content, on the Services.
- Cause limited portions of content on the Services to be displayed or appear to be displayed on your own or certain third-party websites.
You may use these features solely as they are provided by us, and solely with respect to the content they are displayed with and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:
- Establish a link from any website that is not owned by you.
- Cause the Services or portions of them to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking.
- Link to any part of the Services other than the Website homepage.
- Otherwise take any action with respect to the materials on the Services that is inconsistent with any other provision of these Terms of Use.
The website from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards set out in these Terms of Use.
You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.
We may disable all or any social media features and any links at any time without notice in our discretion.
Geographic Restrictions
We make no claims that the Services or any of their content will be accessible or appropriate in your jurisdiction. Access to the Services may not be legal by certain persons or in certain countries. You access the Services on your own initiative and are responsible for compliance with your local laws.
Disclaimer of Warranties and Limitation on Liability
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection, accuracy of data input and output, and for maintaining a means external to our Services for any reconstruction of any lost data.
TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DENIAL OF SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR DEVICES, COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY THIRD-PARTY MATERIALS MADE AVAILABLE ON THE SERVICES.
YOUR USE OF THE SERVICES, THEIR CONTENT, CONTENT PROVIDED BY OTHER USERS, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES IS AT YOUR OWN RISK. THE SERVICES, THEIR CONTENT, CONTENT PROVIDED BY OTHER USERS, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS, STATUTORY, IMPLIED OR OTHERWISE. NEITHER COMPANY NOR ANY PERSON ASSOCIATED WITH COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER COMPANY NOR ANYONE ASSOCIATED WITH COMPANY REPRESENTS OR WARRANTS THAT THE SERVICES, THEIR CONTENT, CONTENT PROVIDED BY OTHER USERS, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
TO THE FULLEST EXTENT PROVIDED BY LAW, COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL ANY OF THE COMPANY PARTIES (AS DEFINED BELOW) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR DIGITAL ASSETS, ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR YOUR USE OF THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE TOTAL LIABILITY OF COMPANY, ITS AFFILIATES, OR ANY OF OUR OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, SERVICE PROVIDERS, LICENSORS, SUPPLIERS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE “COMPANY PARTIES”) HEREUNDER ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR YOUR USE OF THE SERVICES EXCEED ONE HUNDRED U.S. DOLLARS (US$100). THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Indemnification
You agree to defend and indemnify the Company Parties from and against any and all third-party claims, suits, actions, proceedings, damages, judgments, awards, losses, liabilities, costs, and expenses (including reasonable attorneys’ and legal fees) (collectively, the “Claims”) arising out of or relating to: (a) your breach of these Terms of Use, (b) your use of the Services, (c) your User Contributions, content, inputs, prompts, instructions, or other materials you submit, transmit, publish, or make available through the Services, (d) your violation of applicable law or regulation, (e) your violation of any third-party rights, including intellectual property or privacy rights, (f) any Customer Stablecoin or Embedded Yield Product, including any claim by any End User or any holder of a Customer Stablecoin, or (g) your dealings with any End User or Third-Party Provider.
Release and Hold Harmless
TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND WITHOUT LIMITING THE GENERALITY OF THE RISKS DISCLOSED IN THESE TERMS OF USE, THE COMPANY PARTIES SHALL HAVE NO LIABILITY FOR, AND YOU HEREBY RELEASE, WAIVE, AND HOLD HARMLESS THE COMPANY PARTIES FROM AND AGAINST ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO: (A) YOUR USE OF, OR INABILITY TO USE, THE SERVICES, OR ANY PART THEREOF; (B) ANY INACCURACIES, DELAYS, INTERRUPTIONS, ERRORS, OR OMISSIONS IN ANY INFORMATION, CONTENT, OR FUNCTIONALITY PROVIDED THROUGH THE SERVICES; (C) ANY MODIFICATION, SUSPENSION, INTERRUPTION, OR DISCONTINUATION OF THE SERVICES, INCLUDING OUTAGES, MAINTENANCE, SYSTEM FAILURES, OR DEGRADED PERFORMANCE; (D) YOUR DEVICES, NETWORKS, SYSTEMS, SOFTWARE, OR INTERNET CONNECTIVITY, INCLUDING ANY MALFUNCTIONS, DELAYS, SECURITY BREACHES, OR UNAUTHORIZED ACCESS AFFECTING YOUR USE OF THE SERVICES; (E) ANY CONTENT OR OTHER MATERIALS CREATED, POSTED, OR SUBMITTED BY USERS, INCLUDING ANY USER CONTRIBUTION AND ANY CLAIM THAT SUCH CONTRIBUTION INFRINGES OR VIOLATES ANY INTELLECTUAL PROPERTY OR OTHER RIGHTS OF ANY THIRD PARTY; (F) ANY THIRD-PARTY MATERIALS; (G) ANY ACTION OR INACTION TAKEN BY ANY OF THE COMPANY PARTIES, OR BY LAW ENFORCEMENT OR GOVERNMENT AUTHORITIES, IN CONNECTION WITH ANY INVESTIGATION RELATED TO THE SERVICES OR OUR USERS; (H) YOUR FAILURE TO COMPLY WITH THESE TERMS OF USE OR ANY APPLICABLE LAWS, REGULATIONS, OR THIRD-PARTY TERMS; (I) ANY FEES OR CHARGES, WHETHER IMPOSED BY COMPANY OR ANY THIRD PARTY, IN CONNECTION WITH YOUR USE OF THE SERVICES; (J) ANY DECISIONS YOU MAKE OR ACTIONS YOU TAKE IN CONNECTION WITH THE SERVICES; (K) ANY INTERACTIONS, COMMUNICATIONS, TRANSACTIONS, OR DISPUTES BETWEEN YOU AND ANY OTHER USER OR THIRD PARTY; (L) ANY TAXES, DUTIES, OR GOVERNMENTAL CHARGES ARISING FROM YOUR USE OF THE SERVICES, INCLUDING YOUR FAILURE TO REPORT OR PAY SUCH TAXES;
(M) ANY UNAUTHORIZED ACCESS TO OR USE OF YOUR ACCOUNT, INCLUDING ANY FAILURE TO MAINTAIN THE CONFIDENTIALITY OF YOUR LOGIN CREDENTIALS, IF APPLICABLE; (N) ANY LOSS, CORRUPTION, DELETION, OR FAILURE TO STORE OR BACK UP ANY DATA, CONTENT, USER CONTRIBUTIONS, FILES, RECORDS, OR OTHER MATERIALS; (O) ANY FEATURES, FUNCTIONALITY, OR SERVICES IDENTIFIED AS “BETA,” “TESTING,” “EXPERIMENTAL,” OR SIMILAR, WHICH MAY BE INCOMPLETE, CONTAIN ERRORS, OR BE DISCONTINUED AT ANY TIME WITHOUT NOTICE; (P) ANY EVENTS BEYOND COMPANY’S REASONABLE CONTROL, INCLUDING ACTS OF GOD, NATURAL DISASTERS, WAR, TERRORISM, CIVIL UNREST, LABOR DISPUTES, INTERNET OR TELECOMMUNICATION FAILURES, OR GOVERNMENTAL ACTIONS; (Q) ANY FAILURE OF ANY USER OR THIRD PARTY TO PERFORM, PAY, DELIVER, REFUND, CANCEL, OR OTHERWISE COMPLETE ANY TRANSACTION OR OBLIGATION; (R) YOUR PURCHASE, COLLECTION, TRADING, OR OTHER TRANSACTION RELATED TO ANY TOKENS OR OTHER DIGITAL ASSETS YOU CREATE, PURCHASE, SELL, TRADE, ISSUE, STAKE, MINT, BURN, OR MANAGE THROUGH THE SERVICES, INCLUDING ALL FEES YOU MAY INCUR IN DOING SO; (S) ANY SMART CONTRACTS, WHETHER DEPLOYED, CALLED, OR OTHERWISE INTERACTED WITH THROUGH THE SERVICES, INCLUDING ANY FAILURE OF SUCH SMART CONTRACTS OR OTHER CODE TO FUNCTION AS EXPECTED, ANY BUGS, EXPLOITS, OR VULNERABILITIES, AND ANY IRREVERSIBLE OR UNINTENDED EFFECTS; (T) YOUR LOSS OF CONTROL OVER OR COMPROMISE OF YOUR SEED PHRASE, PRIVATE KEYS, OR OTHER ACCESS CREDENTIALS; (U) UNAUTHORIZED ACCESS RESULTING FROM YOUR FAILURE TO SECURE YOUR CREDENTIALS; (V) ANY THIRD-PARTY SOFTWARE, OPEN SOURCE COMPONENTS, OR THIRD-PARTY SERVICES USED IN CONNECTION WITH THE SERVICES, INCLUDING MARKET DATA PROVIDERS, PAYMENT PROCESSORS, BANKING PARTNERS, OR CUSTODIANS; (W) YOUR FAILURE TO COMPLY WITH ANY APPLICABLE LAWS OR REGULATIONS RELATING TO DERIVATIVES, SECURITIES, COMMODITIES, MONEY TRANSMISSION, SANCTIONS, CONSUMER PROTECTION, OR TAX; (W) ANY CUSTOMER STABLECOIN, EMBEDDED YIELD PRODUCT, VAULT, OR PAYMENT, INCLUDING ANY LOSS IN VALUE, ANY FAILURE TO GENERATE YIELD, MAINTAIN A STABLE VALUE, OR BE REDEEMED, ANY EXERCISE OF OR FAILURE TO EXERCISE ANY TOKEN AUTHORITY, AND ANY CLAIM BY ANY END USER OR ANY HOLDER OF A CUSTOMER STABLECOIN; (Y) YOUR USE OR TRADING OF ANY DIGITAL ASSET OR TOKEN OR ANY FLUCTUATION IN ITS VALUE; OR (Z) YOUR USE OF ANY CROSS-CHAIN BRIDGE FACILITATED BY THE SERVICES, INCLUDING ANY LOSS OF OR INABILITY TO ACCESS DIGITAL ASSETS, OR ANY FAILURE, DELAY, OR MALFUNCTION OF ANY ASSOCIATED NETWORK OR CONTRACT.
Governing Law and Arbitration
All matters relating to the Services and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the Swiss Confederation, without giving effect to any choice or conflict of law provision or rule (whether of Switzerland or any other jurisdiction). All such disputes, claims and controversies arising hereunder, including regarding breach, termination, enforcement, interpretation, or validity thereof (and including the determination of the scope or applicability of this arbitration provision) shall be resolved by final and binding arbitration administered by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures (the “Rules”) then in effect. The arbitration shall be conducted in Geneva, Switzerland, before a single arbitrator selected in accordance with the Rules. Judgment on the award may be entered in any court having jurisdiction. Each party shall bear its own costs and attorneys’ fees, and the parties shall share equally the arbitrator’s fees and JAMS administrative fees, unless the arbitrator determines otherwise.
THE PARTIES AGREE TO ARBITRATE SOLELY ON AN INDIVIDUAL BASIS, AND THAT THESE TERMS OF USE DO NOT PERMIT CLASS ARBITRATION OR ANY CLAIMS BROUGHT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ARBITRATION PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.
THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, INSTEAD ELECTING THAT ALL CLAIMS AND DISPUTES SHALL BE RESOLVED BY BINDING ARBITRATION UNDER THIS SECTION.
Limitation on Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
Assignment
You may not assign or transfer any of your rights or obligations under these Terms of Use without Company’s prior written consent. Company may assign or transfer these Terms of Use, in whole or in part, at any time without notice or your consent.
No Third-Party Beneficiaries
Except as expressly set forth in these Terms of Use, these Terms of Use are for the sole benefit of you and Company and do not create any third-party beneficiary rights. Without limiting the foregoing, no End User or holder of any Customer Stablecoin is a third-party beneficiary of these Terms of Use.
Waiver and Severability
No waiver by Company of any term or condition set out in these Terms of Use or other legal right shall be deemed a further or continuing waiver of such term, condition or right, or a waiver of any other term or condition, and any failure of Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.
If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.
Entire Agreement
The Terms of Use and any other terms or conditions incorporated herein by reference, collectively constitute the sole and entire agreement between you and Company regarding the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Services.