Exactly

TERMS AND CONDITIONS OF USE


These terms and conditions of use, together with any other documents and additional terms incorporated herein by reference ("Terms"), set out the terms and conditions under which EXAFIN LTD. ("us", "we", "Exactly" or the "Company"), offers you or the company or other legal entity you represent ("you" or "your") access to and use of the Platform and the Digital Assets Services (as such terms are defined below).


Exactly is an open source, non-custodial protocol on Ethereum Blockchain, that brings fixed-income solutions for lenders and borrowers (the "Platform"). The Platform will permit its users, among other things, enter into certain transaction involving digital assets (including but not limited to digital loans and credit products) (the "Digital Assets Services"). Any reference herein to the Platform shall include any kind of technology develop by Exactly to provide the Digital Assets Services (including but not limited to our website at https://exact.ly/).


Please read these Terms carefully, as these Terms shall govern your use of our Platform and the Digital Assets Services, and expressly cover your rights and obligations, and our disclaimers and limitations of legal liability, relating to such use. Each time either you access to the Platform, click any "I agree" (or similar) button or checkbox presented with these Terms, or use any of the Digital Assets Services , you are deemed to have read, understood and accepted all of these Terms and, therefore, you agree to be bound by these Terms. If you do not agree to these Terms, you will not be allowed to access or use the Platform or the Digital Assets Services.


You acknowledge and agree that, as provided in greater detail in these Terms: (i) the Platform and the Digital Assets Services are licensed, not sold to you, and you may use the Platform and the Digital Asset Services only as set forth in these Terms; and (ii) the Platform and the Digital Assets Services are provided "as is" and "as available" without warranties of any kind and our liability to you is limited.


Please carefully review the assumptions of risk set forth in Section 9 and the disclosures and disclaimers set forth in Section 10 in their entirety before using the Platform and the Digital Asset Services. The information in these Terms provides important details about the legal obligations associated with your use of the Platform and the Digital Assets Services. By accessing or using the Platform or the Digital Asset Services, you agree that Exactly is a provider of (among other services described in these Terms) open-source software that splits yield generating positions of digital assets to third-party decentralized protocols. Exactly is not affiliated with and has no control over these third-party protocols and is not responsible for any losses that occur as a result of interconnection with these third-party protocols. The Platform consists of an open-source software deployed on the Ethereum Blockchain, which software operates in an autonomous fashion on a decentralized network and, as a result, Exactly has no control over user transactions. You acknowledge that you use the Platform and the Digital Asset Services at your own risk and agree that Exactly will not be responsible for any losses that occur as a result of your use of the Platform or the Digital Asset Services.


Please note that Section 19 contains an arbitration clause and class action waiver. By agreeing to these Terms, you agree (a) to resolve all disputes with us through binding individual arbitration, which means that you waive any right to have those disputes decided by a judge or jury, and (b) that you waive your right to participate in class actions, class arbitrations, or representative actions. You have the right to opt-out of arbitration as explained in Section 19.


1. ACCESS TO THE DIGITAL ASSETS SERVICES.


1.1 In order to access to the Platform, and to further access Digital Assets Services, you must connect your wallet (the "Wallet") to the Platform. Exactly is not responsible for, does not endorse, shall not be held liable in connection with and does not make any warranties, whether express or implied, as to the Wallets connected to, used by you in relation to, the Platform or the Digital Assets Services. When using third-party Wallets, you are responsible for reviewing applicable terms and policies that govern your use of such software. Exactly will never receive access or control over your Wallet. Therefore, you are solely responsible for securing your Wallet and credentials thereto. You may disconnect your Wallet from the Platform and the Digital Assets Services at any time directly through the Platform.


1.2 It is your sole and entire responsibility to provide the Platform with correct details of your Wallet and such other wallets involved in any transaction within the Digital Assets Services. We accept no liability resulting in you not receiving the digital assets loan or withdrawn due to the fact of you providing incorrect or out-of-date details. It is also your responsibility to ensure transactions sent to Exactly are well-formatted and denominated in the correct currency or crypto currency. Exactly excludes all liability for any incorrect transactions, including but not limited to digital assets sent to wrong addresses.


1.3 Any digital asset that you transfer using the Wallet or interacting in any way with the smart contract for the purpose of any transaction within the Digital Assets Services or any digital asset loan requested to Exactly in the Platform will be transferred into the smart contract behind the Platform on a title transfer, free from any encumbrance and will not be held by us or any third party in a custodial or sub-custodial basis. By entering into any transaction using the Digital Assets Services you accept that all commercial actions that you execute within the Platform (loans, deposits, among others) are final and irreversible and that Exactly reserves the right to liquidate any operation at any time regardless of the profit or loss position.


1.4 [Use of the Platform and the Digital Assets Services is provided at no cost.] Nevertheless, use of the Digital Assets Services or otherwise conducting transactions through the Platform may be subject to third parties' fees, including handling fees, network transaction fees, costs and charges (such as the fees for the use of the Ethereum Blockchain). You agree to pay any such fees, costs and charges.


1.5 Each time you access and use the Digital Assets Services, you represent and warrant:


1.5.1 that you have read, understood and accepted these Terms;


1.5.2 that you are of legal age in your jurisdiction as required to access and use the Platform and the Digital Assets Services and enter into arrangements as provided by such Digital Assets Service, and that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in these Terms and to abide by and comply with these Terms;


1.5.3 if you are an authorized representative of a legal entity, that you have full power and authority to represent such legal entity and agree to these Terms, and enter into any agreements, transactions or use any service, on behalf of such legal entity, including without limitation the Platform, the Digital Assets Services, or any other service offered by the Company through the Platform;


1.5.4 you have not previously been suspended or removed from accessing to the Platform or the Digital Assets Services, whether on your behalf or otherwise;


1.5.5 that you are the legal owner of the funds or assets you use within the Digital Assets Services and that the same funds or assets derive from a legitimate source;


1.5.6 that using the Digital Assets Services does not constitute a breach of your home jurisdiction's laws;


1.5.7 that you are aware of the risks of using the Digital Assets Services provided by Exactly and you are aware of the high volatility risk of the digital assets itself;


1.5.8 that you will not be involved or initiate any form of market manipulation, including spoofing orders or otherwise;


1.5.9 that all information submitted by you through the Platform or the Digital Assets Services is true, accurate and not incomplete or misleading and that the use of such information within the Digital Assets Services does not violate any third-party right nor any law or regulation;


1.5.10 that any digital address you provide is your own and that you have full control over this address;


1.5.11 you are acquiring the right to access and use the Platform and agreeing to these Terms for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Platform, the Digital Assets Services or these Terms;


1.5.12 that you have the amount of money or digital assets to return any kind of loan or credit to be taken within the Platform (including its applicable interests) and that you will use those funds for legitimate purposes;


1.5.13 you understand the operation, functionality, usage, storage, transmission mechanisms and other material characteristics of cryptocurrencies, blockchain-based software systems, cryptocurrency wallets or other related digital assets storage mechanisms and blockchain technology;


1.5.14 that you understand and acknowledge that the Platform consists of an open-source software deployed on the Ethereum Blockchain, which software operates in an autonomous fashion on a decentralized network and, as a result, Exactly has no control over user transactions. You acknowledge that you use the Platform and the Digital Asset Services at your own risk and agree that Exactly will not be responsible for any losses that occur as a result of your use of the Platform or the Digital Asset Services; and


1.5.15 the Platform and the Digital Assets Services are global and by accessing and using them, you further represent that you are legally permitted to use the Digital Assets Services in your jurisdiction including owning cryptographic tokens of value, and interacting with the Platform or the Digital Assets Services in any way. Persons or entities which are considered as citizen, resident or taxpayer in any jurisdiction that deems the cryptographic tokens and/or digital assets offered through the Digital Assets Services as securities and/or requires registration with any securities agencies and/or in which the access or use of the Digital Assets Services is forbidden or restricted by law, are prohibited from accessing and using the Digital Asset Services. You acknowledge and agree that you are responsible for ensuring compliance with the laws of your jurisdiction and acknowledge that the Company or any of the Affiliates (as defined below) are not liable for your compliance with such laws and, by accepting these Terms, you hereby undertake not to use the Digital Assets Services for any illegal activity.


1.6 When accessing and using the Digital Assets Services, you must:


1.6.1 not attempt to undermine the security or integrity of Exactly's computing systems or networks or, where the Digital Assets Services are hosted by a third party, that third party's computing systems and networks;


1.6.2 not use, or misuse, the Digital Assets Services in any way which may impair the functionality of such Digital Assets Services or Platform, or other systems used to deliver the Digital Assets Services or impair the ability of any other user to use the Digital Assets Services or the Platform;


1.6.3 not attempt to gain unauthorized access to the computer system on which the Platform is hosted or to any materials other than those to which you have been given express permission to access;


1.6.4 not transmit or input into the Platform any files that may damage any other person's computing devices or software; content that may be offensive; or material or data in violation of any law (including data or other material protected by copyright or trade secrets which you do not have the right to use);


1.6.5 not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Digital Asset Services or to operate the Platform except in accordance with any license under which the Platform or the Digital Assets Services may be subject (including any open-source license or otherwise).


2. INTELLECTUAL PROPERTY.


2.1 The Platform and the Digital Assets Services contain information that is protected by applicable intellectual property and other laws or licenses (including open source license, as applicable). Except as expressly authorized by the terms of such license and/or by the Company, you agree not to copy, modify, rent, lease, loan, sell, distribute, perform, display or create derivative works based on the service, in whole or in part.


2.2 By accessing the Platform and downloading material (including contained in any temporary cache), you acknowledge that you do not acquire any intellectual property rights or ownership rights and may not resell any of the products or Digital Assets Services appearing on the online Platform, nor to hotlink, frame or otherwise present any version of the Platform to any other person or entity, without Company's prior consent.


2.3 Company's reserves all proprietary rights regarding the Company's name and trademark and you may not use such name or trademark without Company's prior consent. You may display on a computer screen or print extracts from the Platform only for personal purpose and provided that you retain any copyright and other proprietary notices or any Exactly trademarks or logos, as shown on the initial printout or download without alteration, addition or deletion. Except as expressly stated herein, you may not without Exactly's prior written permission alter, modify, reproduce, distribute or use in any other commercial context any materials from the Platform.


2.4 We reserve the right to remove or disable access to any content or other materials from the Platform that violates or may infringe any person's intellectual property rights.


3. USER CONTENT.


3.1 Certain features of the Platform or the Digital Assets Services may permit you to upload content to the Platform or the Digital Assets Services, including communications with other users and with Exactly, links, personal information, images, videos, and information provided by users or user profiles ("User Content").


3.2 User Content, whether publicly posted or privately transmitted, is the sole responsibility of the users who originated such User Content. You understand and acknowledge that you are solely responsible for any User Content you provide and for any consequences thereof.


3.3 Exactly is under no obligation to review or monitor any User Content, although we may do so from time to time at our sole discretion. Exactly has no obligation to protect any User Content.


3.4 You agree that your User Content does not infringe the intellectual property rights, privacy rights, publicity rights or other legal rights of any third party.


3.5 We may refuse to accept or transmit User Content for any reason at our sole discretion.


3.6 We may remove User Content from the Platform and/or the Digital Assets Services for any reason at our sole discretion.


3.7 Exactly shall have the right:


3.7.1 to remove or refuse to distribute any User Content for any reason or no reason in our sole discretion;


3.7.2 to take any action with respect to any User Content that we deem necessary or appropriate in our sole discretion, including if we believe that such User Content violates these Terms, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Platform and/or the Digital Assets Services or the public, or could create any liability for Exactly;


3.7.3 subject to the terms of our Privacy Policy and any applicable legislation, to disclose any information provided by a user, including personal information, to any third party who claims that User Content provided by you has violated that third party's rights, including its intellectual property rights or its right to privacy;


3.7.4 take any appropriate legal action, including disclosing your personal information or other information about you to any law enforcement or regulatory agency or body, in respect of any suspected illegal or unauthorized use of the Platform and/or the Digital Assets Services;


3.7.5 terminate or suspend your access to all or part of the Platform and/or the Services, and to reclaim and redistribute usernames, for any or no reason, including without limitation, any violation of these Terms;


3.7.6 without limiting the foregoing, to fully cooperate with any law enforcement or regulatory authorities or court order requesting or directing Exactly to disclose the identity, or other information, of anyone posting or distributing any User Content on or through the Platform and/or the Digital Assets Services. We also reserve the right to access, review, monitor, display, read, preserve, store, and disclose any information and any User Content as we reasonably believe is necessary or appropriate to: (i) satisfy any applicable law, regulation, legal process or governmental request; (ii) investigate potential violations of and/or enforce these Terms; (iii) detect, prevent, or otherwise address fraud, security or technical issues, or (iv) protect the rights, property or safety of any users, Exactly or any third parties.


3.8 YOU WAIVE AND HOLD HARMLESS EXACTLY AND/OR ITS AFFILIATES FROM ANY CLAIMS RESULTING FROM ANY OF THE ACTIONS OR ACTIVITIES LISTED IN CLAUSE 3.7 above, OR ACTION WE OR OUR AFFILIATES TAKE DURING OR AS A RESULT OF ANY INVESTIGATIONS.


3.9 We assume no liability for any action or inaction regarding transmissions, communications or User Content provided by any user of the Platform and/or the Digital Assets Services or any third party. We have no liability or responsibility to any party for performance or non-performance of the activities described in this section.


4. THIRD-PARTY LINKS AND WEBSITES.


4.1 The Platform may contain links to third party websites (including all links related with the use of the Wallet within the Platform) that are not affiliated or associated with Exactly (although Exactly branding, advertisements or links may appear on these websites) and Exactly may send e-mail messages to you containing advertisements or promotions including links to third parties. Exactly makes no representation as to the quality, suitability, functionality or legality of the material on third party websites that are linked to, or to any goods and services available from such websites. The material is only provided for your interest and convenience. Exactly does not monitor or investigate such third party websites and you acknowledge and agree that Exactly or any related entity shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, goods or services available on or through any such third-party site or resource.


4.2 Under no circumstances you shall create a hyperlink to any of the pages on the Platform, unless Exactly provides you with its prior consent to do so. If you do create a link to any of the pages on the Platform, you acknowledge that you are responsible for all direct or indirect consequences of the link, and you indemnify Exactly for all loss, liability, costs or expense arising from or in connection with the link.


5. SECURITY.


5.1 You may not violate or attempt to violate the security of this Platform, the Digital Assets Services or any of the products or services described or contained herein. We may investigate occurrences which may involve such violations and may involve, and co-operate with, governmental, regulatory or law enforcement authorities in investigation and prosecuting persons who have participated in such violations.


5.2 You agree that it is your responsibility to install anti-virus software and related protections against viruses or other computer programming routines or engines that are intended to damage, destroy, disrupt or otherwise impair a computers functionality or operation which may be transferred to your computer via this Platform.


5.3 The Company may, at its sole discretion, offer additional security features as part of the Platform, such as two-factor authentication ("2FA"). It is your responsibility to ensure and maintain continuous security and control over any device or account that gives access to the Platform and the Digital Assets Services. Failure of any such security device or account may delay or restrict your access to the Platform or the Digital Assets Services.


6. INFORMATION AVAILABLE IN THE PLATFORM.


6.1 The information, opinions and data on or provided through the Platform or the Digital Assets Services may, in whole or in part, have been obtained from third party sources. Accordingly, we do not guarantee the accuracy, validity, timeliness or completeness of such information, opinions or data for any purpose.


6.2 You must seek the advice of professional advisors regarding the evaluation of any specific information, opinion, advice or other content, and acknowledge that you have had the opportunity to take such advice before using the Platform or the Digital Assets Services.


7. COMPLIANCE WITH LAWS AND REGULATION.


7.1 You agree and acknowledge that it is your responsibility to comply with all applicable laws and regulations relating to the use of the Platform or any Digital Assets Services or any transactions you made through the Platform, including without limitation the reporting of any transactions, and the calculation and payment of all applicable taxes within any jurisdiction applicable to you. You assume full liability for seeking independent legal, accounting and/or taxation advice to learn which laws and regulations are applicable to you, and for ensuring that you comply with them.


7.2 The Company is not responsible for collecting, reporting, withholding or remitting any taxes arising from any transaction you conduct with the Company or through the Platform, but will comply with any reporting or withholding obligations that apply to it. For that purpose, each time you access the Platform or conduct a transaction with us, any information or representation you have made as to your tax residency is deemed to have been repeated at that time, and we will rely upon it for such reporting purposes, if required.


8. PROHIBITED USE.


You may not use the Digital Assets Services to engage in the following categories of activity ("Prohibited Uses"). The specific types of use listed below are representative, but not exhaustive. By using the Digital Assets Services provided here, you confirm that you will not use this Digital Assets Services to do any of the following:


a) Unlawful Activity: Activity which would violate, or assist in violation of, any law, statute, ordinance, or regulation, sanctions programs administered in any relevant country, including but not limited to the U.S. Department of Treasury's Office of Foreign Assets Control ("OFAC"), or which would involve proceeds of any unlawful activity; publish, distribute or disseminate any unlawful material or information.


b) Abuse of Other Users: Interfere with another individual's or entity's access to or use of any Digital Assets Services; defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others; incite, threaten, facilitate, promote, or encourage hate, racial intolerance, or violent acts against others; harvest or otherwise collect information from the Platform about others, including without limitation email addresses, without proper consent


c) Fraud: Activity which operates to defraud the Company, the Digital Assets Services, other Users, or any other person; provide any false, inaccurate, or misleading information.


d) Intellectual Property Infringement: Engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the law; use of Company's intellectual property, name, or logo, including use of Company trade or service marks, without express consent from Company or in a manner that otherwise harms the Company; any action that implies an untrue endorsement by or affiliation with Company.


9. NOTICE TO USERS. ASSUMPTION OF RISKS.


The following notices are duly given to Users and each person or entity accessing or using the Digital Assets Services shall be deemed to have been notified of the following:


9.1 Risk warning: trading, lending, borrowing or depositing digital assets carries a high level of risk, and is not suitable for everyone. Before deciding to operate in the Platform or buy or sell digital assets you should carefully consider your investment objectives, level of experience, and risk appetite. The possibility exists that you could sustain a loss of some or all of your investment and therefore you should not invest money that you cannot afford to lose. You should be aware of all the risks associated with digital assets, and seek advice from an independent financial adviser should you have any doubts. Furthermore, there may be risks that are not disclosed in this disclaimer and any other terms or conditions that apply to our Platform or the Digital Assets Services. You must carefully consider your financial situation and tolerance to risk before engaging in any activity involving digital assets. Independent, professional financial and legal advice must be sought where necessary.


9.2 Sophistication and Risk of Cryptographic Systems. By utilizing the Digital Assets Service or interacting with the Platform in any way, you represent that you understand the inherent risks associated with cryptographic systems; and warrant that you have an understanding of the usage and intricacies of native cryptographic tokens, smart contract based tokens, and blockchain-based software systems. None of the Company or its affiliates own or control any of the underlying software through which blockchain networks are formed. In general, the underlying software for blockchain networks tends to be open source such that anyone can use, copy, modify, and distribute it. By using the Digital Assets Services, you acknowledge and agree (i) that the Company or related entities are not responsible for the operation of the underlying software and networks that there exists no guarantee of functionality, security, or availability of such software and networks; and (ii) that the underlying protocols are subject to sudden changes in operating rules (known as "Forks"), and that such Forks may materially affect the Digital Assets Services. It might be discretionarily decided not to support (or cease supporting) the Forked network entirely. You acknowledge and agree that the Company and its affiliates assume absolutely no responsibility whatsoever in respect of any underlying software protocols, whether Forked or not.


9.3 Risk of Regulatory Actions in One or More Jurisdictions. The Digital Assets Services could be impacted by one or more regulatory inquiries or regulatory action, which could impede or limit the ability of the Company to continue to develop, or which could impede or limit your ability to access or use the Digital Assets Services or the blockchain network, including access to your funds. You agree that the Company or the Affiliates are not responsible for determining whether or which laws may apply to your use of the Digital Assets Services, including tax laws. You are solely responsible for reporting and paying any taxes arising from your use of the Digital Assets Services and you should seek professional advice regarding applicable laws or regulations.


9.4 Risk of Weaknesses or Exploits in the Field of Cryptography. You acknowledge and understand that cryptography is a progressing field. Advances in code cracking or technical advances such as the development of quantum computers may present risks to cryptocurrencies and the Digital Assets Services, which could result in the theft or loss of your cryptographic tokens or property. To the extent possible, it is intended to update the protocol underlying the Digital Assets Services to account for any advances in cryptography and to incorporate additional security measures, but does not guarantee or otherwise represent full security of the system. By using the Digital Assets Services or accessing the Platform, you acknowledge these inherent risks.


9.5 Volatility of Cryptocurrency. You understand that cryptocurrencies and other blockchain technologies and associated tokens are highly volatile due to many factors including but not limited to adoption, speculation, technology and security risks. You also acknowledge that the cost of transacting on such technologies is variable and may increase at any time causing impact to any activities taking place on the blockchain network. You acknowledge these risks and represent that the Company or any related entity or person cannot be held liable for such fluctuations or increased costs.


9.6 Application Security. You acknowledge that the Digital Assets Services is subject to flaws and acknowledge that you are solely responsible for evaluating any code provided by the Digital Assets Services. This warning and others later provided by the Company in no way evidence or represent an on-going duty to alert you to all of the potential risks of utilizing the Digital Assets Services.


9.7 Platform Accuracy. Although it is intended to provide accurate and timely information on the Platform and other tools making up the Digital Assets Services, the Platform or relevant tools may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including without limitation information regarding our policies. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Platform or relevant tools are your sole responsibility and the Company shall have no liability for such decisions. Links to third-party materials (including without limitation websites) may be provided as a convenience but are not controlled by any entity. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any third-party materials or on any third party sites accessible or linked to the Platform or available via other relevant tools.


9.8 Technical Knowledge. Any use or interaction with the Digital Assets Services requires a comprehensive understanding of applied cryptography and computer science in order to appreciate inherent risks, including those listed above. You represent and warrant that you possess relevant knowledge and skills.


9.9 No advice: Any opinions, news, research, analyses, prices or other information contained on or through thePlatform is provided as general market commentary, and does not constitute investment or financial advice, nor should it be relied on for any investment decision. We will not accept liability for any loss or damage, including without limitation to, any loss of profit, which may arise directly or indirectly from use of or reliance on such information. The contents of any communications from us may have been prepared by personnel of the Company and/or by other divisions or entities. The material does not purport to be, and is not intended to be a "research report", "investment research" or "independent research" as may be defined in applicable laws or regulations worldwide. It is intended for your general information about market conditions and recent events only, and neither we nor any individual sender is soliciting any particular action or transaction based upon it. Such communications do not represent investment advice, and do not take into account any specific circumstances of any recipient. Any information provided by us or the individual sender should not form the primary basis for any decision that you may take in relation to the matters referred to therein. We have not taken any steps to verify the adequacy, accuracy, completeness or suitability of any information or written material provided to you. You are solely responsible for any investment or purchase decisions and should carefully review any information or written material that you receive. You should conduct any due diligence that is necessary and appropriate on your own personal circumstances, including consultation with independent legal, tax, accountancy and/or other professional advisors.


9.10 No representations: No representation or warranty is given as to the achievement or reasonableness of any plans, future projections or prospects and nothing on the Platform should be relied upon as a promise or representation as to the future.


9.11 Risks associated with internet-trading and distributed ledger networks: There are risks associated with utilizing an internet-based system, such as the Digital Assets Services, including, but not limited to, the failure of hardware, software, internet connections and distributed ledger networks. Communications over the Internet may be subject to interruption, transmission blackout, delayed transmission due to Internet traffic, or incorrect data transmission due to the public nature of the Internet. Please exercise caution, and confirm any relevant details/communications by other means if you have any doubt about the accuracy of this communication. As we do not control the reliability or availability of the internet or of any distributed ledger network, we cannot be responsible for communication failures, distortions or delays when operating via the Internet.


9.12 No third-party affiliation or endorsements: References in the Platform or through the Digital Assets Services to specific companies and platforms are for illustrative purposes only. Except as expressly described on the Platform or otherwise notified in writing, the use of any company and/or platform names and trademarks does not imply an affiliation with, or endorsement by, any of those parties.


9.13 Third Party Protocols: You acknowledge and understand that, in connection with the Digital Asset Services, the Platform deploys your digital assets to third-party decentralized protocols to facilitate your allocation of assets to third-party protocols and that Exactly is not responsible or liable for these transactions or the operation of third-party protocols.


9.14 Restrict access. You agree that we have the right to restrict your access to the Platform and the Digital Assets Services via any technically available methods if we suspect, in our sole discretion, that (a) you are using the Platform or the Digital Assets Services for money laundering or any illegal activity; (b) you have engaged in fraudulent activity; (c) you have acquired cryptoassets using inappropriate methods, including the use of stolen funds to purchase such assets; (d) you are the target of any sanctions administered or enforced by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the United Nations Security Council, the European Union, Her Majesty's Treasury, or any other legal or regulatory authority in any applicable jurisdiction; (e) either you, as an individual or an entity, or your wallet address is listed on the Specially Designated Nationals and Blocked Persons List ("SDN List"), Consolidated Sanctions List ("Non-SDN Lists), or any other sanctions lists administered by OFAC; (f) you are located, organized, or resident in a country or territory that is, or whose government is, the subject of sanctions, including but not limited to Côte d'Ivoire, Cuba, Belarus, Iran, Iraq, Liberia, North Korea, Sudan, and Syria; or (g) you have otherwise acted in violation of these Terms. If we have a reasonable suspicion that you are utilizing the Site for illegal purposes, we reserve the right to take whatever action we deem appropriate.


10. DISCLOSURE AND DISCLAIMER.


THE COMPANY IS A DEVELOPER OF OPEN-SOURCE SOFTWARE AND HAS NO OVERSIGHT, INVOLVEMENT, OR CONTROL WITH RESPECT TO YOUR TRANSACTIONS, WHICH ARE EXECUTED THROUGH THIRD-PARTY PROTOCOLS AND THE ETHEREUM BLOCKCHAIN. THE PROTOCOL OF THE PLATFORM IS AN AUTONOMOUS DECENTRALIZED WEB PROTOCOL DEPLOYED TO THE ETHEREUM BLOCKCHAIN THAT OPERATES IN A DISINTERMEDIATED FASHION, AND, AS SUCH, EXACTLY DOES NOT PARTICIPATE IN ANY OF THESE TRANSACTIONS. IN EACH INSTANCE, WHEN YOU INTERACT WITH THE PLATFORM, YOU ARE INTERACTING WITH A SMART CONTRACT THAT DEPLOYS YOUR DIGITAL ASSETS TO A THIRD-PARTY PROTOCOL.


YOU ARE RESPONSIBLE FOR COMPLYING WITH ALL LAWS AND REGULATIONS APPLICABLE TO YOUR TRANSACTIONS, INCLUDING, BUT NOT LIMITED TO, THE COMMODITY EXCHANGE ACT AND THE REGULATIONS PROMULGATED THEREUNDER BY THE U.S. COMMODITY FUTURES TRADING COMMISSION (CFTC), AND THE FEDERAL SECURITIES LAWS AND THE REGULATIONS PROMULGATED THEREUNDER BY THE U.S. SECURITIES AND EXCHANGE COMMISSION (SEC), OR OTHER REGULATORY AGENCIES IN THE U.S. OR OTHER JURISDICTIONS.


YOU UNDERSTAND THAT THE COMPANY IS NOT REGISTERED OR LICENSED BY THE CFTC, SEC, THE FINANCIAL CRIMES ENFORCEMENT NETWORK OR ANY FINANCIAL REGULATORY AUTHORITY. NO FINANCIAL REGULATORY AUTHORITY HAS REVIEWED OR APPROVED THE USE OF THE PLATFORM OR THE DIGITAL ASSETS SERVICES. THE PLATFORM AND THE DIGITAL ASSETS SERVICES COULD BE IMPACTED BY ONE OR MORE REGULATORY INQUIRIES OR REGULATORY ACTION, WHICH COULD IMPEDE OR LIMIT THE ABILITY TO CONTINUE TO DEVELOP, OR WHICH COULD IMPEDE OR LIMIT YOUR ABILITY TO ACCESS OR USE THE PLATFORM OR THE DIGITAL ASSETS SERVICES, INCLUDING ACCESS TO YOUR FUNDS. NEITHER THE PLATFORM NOR THE DIGITAL ASSETS SERVICES CONSTITUTE ADVICE OR A RECOMMENDATION CONCERNING ANY ASSET. EXACTLY IS NOT ACTING AS AN INVESTMENT ADVISER, FINANCIAL SERVICES ADVISOR, COMMODITY TRADING ADVISER TO ANY PERSON.


THE COMPANY DOES NOT OWN OR CONTROL THE UNDERLYING SOFTWARE PROTOCOLS THAT ENABLE THE PLATFORM TO FUNCTION. THE UNDERLYING PROTOCOLS OF THE PLATFORM ARE OPEN-SOURCE SOFTWARE, AND ANYONE CAN USE, COPY, MODIFY, AND DISTRIBUTE THEM. ADDITIONALLY, THE UNDERLYING PROTOCOLS ARE SUBJECT TO SUDDEN CHANGES IN OPERATING RULES (KNOWN AS "FORKS") AND SUCH FORKS MAY MATERIALLY AFFECT THE PLATFORM. EXACTLY IS NOT RESPONSIBLE FOR OPERATION OF THE UNDERLYING PROTOCOLS, AND EXACTLY MAKES NO GUARANTEE OF THEIR FUNCTIONALITY, SECURITY, OR AVAILABILITY.


YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE DIGITAL ASSET SERVICES IS AT YOUR SOLE RISK. THE COMPANY AND ALL PERSONS, ENTITIES, AGENTS, AND VOLUNTEERS INVOLVED WITH THE CREATION OF THE PLATFORM AND THE DIGITAL ASSETS SERVICES ("AFFILIATES") MAKE NO AND EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY; AND WITH RESPECT TO THE DIGITAL ASSETS SERVICES, THE COMPANY, THE AFFILIATES AND ALL RELATED ENTITIES AND AGENTS SPECIFICALLY DO NOT REPRESENT AND WARRANT AND EXPRESSLY DISCLAIM ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, USAGE, SECURITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OR AS TO THE WORKMANSHIP OR TECHNICAL CODING THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT. THE COMPANY, THE AFFILIATES OR ANY RELATED ENTITIES OR AGENTS DO NOT REPRESENT OR WARRANT THAT THE DIGITAL ASSETS SERVICES AND ANY RELATED INFORMATION ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE.


TO THE FULLEST EXTENT PERMITTED BY LAW AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT OR ANY OTHER AGREEMENT CONTEMPLATED HEREIN OR APPLICABLE PROVISIONS OF LAW OR EQUITY OR OTHERWISE, THE PARTIES HEREBY AGREE TO ELIMINATE ANY AND ALL FIDUCIARY DUTIES THAT THE COMPANY, THE AFFILIATES OR ANY RELATED ENTITIES AND AGENTS MAY HAVE TO THE USER, ITS AFFILIATES, OR THE END USERS OF THE DIGITAL ASSETS SERVICES, THE PLATFORM, THE UNDERLYING PROTOCOLS OR ITS CONTENT.


YOU ACKNOWLEDGE THAT YOUR DATA ON THE PLATFORM MAY BECOME IRRETRIEVABLY LOST OR CORRUPTED OR TEMPORARILY UNAVAILABLE DUE TO A VARIETY OF CAUSES, AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DENIAL-OF-SERVICE ATTACKS, SOFTWARE FAILURES, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIALS (INCLUDING THOSE WHICH MAY INFECT YOUR COMPUTER EQUIPMENT), OPEN SOURCE PROTOCOL CHANGES BY THIRD PARTY PROVIDERS, INTERNET OUTAGES, OR SCHEDULED OR UNSCHEDULED MAINTENANCE.


11. LIMITATION OF LIABILITY.


YOU ACKNOWLEDGE AND AGREE THAT YOU ASSUME FULL RESPONSIBILITY FOR YOUR USE OF THE PLATFORM AND DIGITAL ASSET SERVICES. YOU ACKNOWLEDGE AND AGREE THAT ANY INFORMATION YOU SEND OR RECEIVE DURING YOUR USE OF THE PLATFORM AND DIGITAL ASSET SERVICES MAY NOT BE SECURE AND MAY BE INTERCEPTED OR LATER ACQUIRED BY UNAUTHORIZED PARTIES. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE PLATFORM AND DIGITAL ASSET SERVICES IS AT YOUR OWN RISK. RECOGNIZING SUCH, YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER THE COMPANY NOR ANY RELATED ENTITIES, SUPPLIERS OR LICENSORS WILL BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR OTHER DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER TANGIBLE OR INTANGIBLE LOSSES OR ANY OTHER DAMAGES BASED ON CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY (EVEN IF ANY OF THE COMPANY OR RELATED ENTITIES HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM THE PLATFORM OR THE DIGITAL ASSETS SERVICES; THE USE OR THE INABILITY TO USE THE PLATFORM OR THE DIGITAL ASSETS SERVICES; UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE PLATFORM OR THE DIGITAL ASSETS SERVICES; ANY ACTIONS WE TAKE OR FAIL TO TAKE AS A RESULT OF COMMUNICATIONS YOU SEND TO US; HUMAN ERRORS; TECHNICAL MALFUNCTIONS; FAILURES, INCLUDING PUBLIC UTILITY OR TELEPHONE OUTAGES; OMISSIONS, INTERRUPTIONS, LATENCY, DELETIONS OR DEFECTS OF ANY DEVICE OR NETWORK, PROVIDERS, OR SOFTWARE (INCLUDING, BUT NOT LIMITED TO, THOSE THAT DO NOT PERMIT PARTICIPATION IN THE DIGITAL ASSETS SERVICES); ANY INJURY OR DAMAGE TO COMPUTER EQUIPMENT; INABILITY TO FULLY ACCESS THE PLATFORM OR THE DIGITAL ASSETS SERVICES OR ANY OTHER PLATFORM; THEFT, TAMPERING, DESTRUCTION, OR UNAUTHORIZED ACCESS TO, IMAGES OR OTHER CONTENT OF ANY KIND; DATA THAT IS PROCESSED LATE OR INCORRECTLY OR IS INCOMPLETE OR LOST; TYPOGRAPHICAL, PRINTING OR OTHER ERRORS, OR ANY COMBINATION THEREOF; OR ANY OTHER MATTER RELATING TO THE PLATFORM OR THE DIGITAL ASSETS SERVICES.


NOTWITHTANDING THE ABOVE, IN NO EVENT SHALL OUR AGGREGATE LIABILITY (TOGETHER WITH OUR AFFILIATES, INCLUDING OUR AND OUR AFFILIATES' RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS) ARISING OUT OF OR IN CONNECTION WITH THE PLATFORM OR THE DIGITAL ASSETS SERVICES (AND ANY OF THEIR CONTENT AND FUNCTIONALITY), ANY PERFORMANCE OR NON-PERFORMANCE OF THE PLATFORM OR THE DIGITAL ASSETS SERVICES OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF US, WHETHER UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), CIVIL LIABILITY, STATUTE, STRICT LIABILITY OR OTHER THEORY OF LIABILITY EXCEED THE GREATER OF (A) AMOUNT OF FEES PAID BY YOU TO US UNDER THESE TERMS, IF ANY, IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY AND (B) $1,000.


12. INDEMNITY.


YOU AGREE TO RELEASE AND TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE COMPANY, THE AFFILIATES AND ANY RELATED ENTITIES, AS WELL AS THE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS AND REPRESENTATIVES OF ANY OF THE FOREGOING ENTITIES, FROM AND AGAINST ANY AND ALL LOSSES, LIABILITIES, EXPENSES, DAMAGES, COSTS (INCLUDING ATTORNEYS' FEES, FEES OR PENALTIES IMPOSED BY ANY REGULATORY AUTHORITY AND COURT COSTS) CLAIMS OR ACTIONS OF ANY KIND WHATSOEVER ARISING OR RESULTING FROM YOUR USE OF THE DIGITAL ASSETS SERVICES, YOUR VIOLATION OF THESE TERMS, YOUR VIOLATION OF ANY LAW, RULE, OR REGULATION, OR THE RIGHTS OF ANY THIRD PARTY, AND/OR ANY OF YOUR ACTS OR OMISSIONS. EACH OF THE COMPANY AND THE AFFILIATES RESERVE THE RIGHT, AT ITS OWN EXPENSE, TO ASSUME EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU AND, IN SUCH CASE, YOU AGREE TO COOPERATE WITH THE COMPANY AND/OR THE AFFILIATES IN THE DEFENSE OF SUCH MATTER.


13. TERMINATION AND SUSPENSION.


13.1 We reserve the right at our own discretion to suspend the Digital Assets Services (either totally or in a part) and/or to prevent you from accessing and using the Platform and/or such Digital Assets Services. You acknowledge and agree that we may or may not be in a position to provide information to you about the reasons for such closure or suspension, and that such closure or suspension may limit your access to your cryptocurrency assets.


13.2 If you violate any provision of these Terms, your permission from us to use the Platform and the Digital Assets Services will terminate automatically. In addition, we may in our sole discretion suspend or terminate your access to the Platform or the Digital Assets Services at any time for any reason or no reason, with or without notice.


13.3 We will not be liable for any losses suffered by you resulting from any modification to the Platform or any of the Digital Assets Services or from any suspension or termination, for any reason, of your access to all or any portion of the Platform or the Digital Assets Services.


13.4 The following Sections of the Terms survive any termination of these Terms: 2, 3, 4, 10, 11, 12, 13, 14, 15, 16, 17, 18 and 19.


14. MODIFICATION OF TERMS OF USE.


These Terms may be discretionarily modified or replaced at any time, unless stated otherwise herein. The most current version of these Terms will be posted on the Platform with the "Last Revised" date at the top of the Terms changed. Any changes or modifications will be effective immediately upon posting the revisions to the Platform. You shall be responsible for reviewing and becoming familiar with any such modifications. You waive any right you may have to receive specific notice of such changes or modifications. Use of the Digital Assets Services by you after any modification to the Terms constitutes your acceptance of the Terms as modified. If you do not agree to the Terms in effect when you access or use the Digital Asset Services, you must stop using the Digital Assets Services.


15. NO WAIVER AND SEVERABILITY.


15.1 Any right or remedy of Exactly set forth in these Terms is in addition to, and not in lieu of, any other right or remedy whether described in these Terms, under applicable law, at law or in equity. If any of these Terms is determined to be illegal, invalid or otherwise unenforceable, then to the extent and within the jurisdiction in which that term is illegal, invalid or unenforceable, it will be severed and deleted from these Terms and the remaining Terms will survive, remain in full force and effect and continue to be binding and enforceable.


15.2 Where applicable, the Company's failure, delay or neglect in exercising any right, power, privilege, election or discretion under these Terms shall not operate as a waiver thereof.


16. FORCE MAJEURE.


Exactly shall not be liable or responsible for any failure, delay in performance of the Platform or the Digital Assets Services, or any loss caused you may incur, due to force majeure, riot, war or natural events or due to other occurrences for which Exactly is not responsible (e.g. strike, lock-out, traffic hold-ups, epidemics, access by third parties (external cyberattacks, unauthorized or fraudulent use of the Platform or the Digital Assets Services), administrative acts of domestic or foreign high authorities).


17. STATUTE OF LIMITATIONS.


You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Digital Assets Services or the Terms must be filed within one (1) year after such claim or cause of action arose; otherwise, these shall be deemed as forever barred.


18. GOVERNING LAW.


These Terms are governed by the laws in force in British Virgin Island, without regard to the provisions of conflict of law.


19. DISPUTE RESOLUTION AND ARBITRATION.


19.1 PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO SUBMIT TO BINDING ARBITRATION (JURY TRIAL WAIVER) OF ANY AND ALL DISPUTES WITH EXACTLY AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM EXACTLY (NO CLASS ARBITRATIONS, CLASS ACTIONS OR REPRESENTATIVE ACTIONS OR ARBITRATIONS).


19.2 You and Exactly agree to waive any right to a jury trial, or the right to have any dispute resolved in any court, and instead accept the use of binding arbitration.


19.3 You and Exactly agree that any dispute is personal to you and Exactly, and that any dispute shall only be resolved by an individual arbitration and shall not be brought as a class arbitration, a class action, or any other representative proceeding. Neither party agrees to class arbitration, or an arbitration where a person brings a dispute as a representative of any other person or persons.


19.4 Any dispute, controversy, difference or claim arising out of or relating to these Terms, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to these Terms will be referred to and finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce by three arbitrators appointed in accordance with said Rules. The arbitration proceedings shall be conducted in the English language and the seat of the arbitration shall be the British Virgin Islands. The arbitrators appointed in connection herewith shall be knowledgeable in the laws of the British Virgin Islands and crypto-economy matters. Such arbitrators must also be fluent in the English language. All submissions and awards in relation to arbitration under these Terms shall be made in English, and all arbitration proceedings and all pleadings shall be in English. Any award shall be final and not subject to appeal and the parties waive all rights to challenge any award of the arbitrators under this Section. Any award may be entered or presented by any of the parties for enforcement in any court of competent jurisdiction sitting in the British Virgin Islands, and the parties hereby consent to the jurisdiction of such court solely for purposes of enforcement of any award.


20. ASSIGNABILITY AND THIRD-PARTY BENEFICIARIES.


20.1 You shall not assign or transfer any rights or obligations under these Terms or the Platform or the Digital Assets Services, without our written consent, including by operation of law. We may assign of transfer any of our rights and obligations under these terms, in whole or in part, without prior notice or approval of any party.


20.2 Unless expressly provided in these Terms, there shall be no third-party beneficiaries.


21. ENTIRE AGREEMENT.


21.1 Upon your acceptance, these Terms, together with the Privacy Policy, will constitute the entire agreement between you and the Company and supersede any prior agreement or document regarding the Platform and the Digital Assets Services. All other information provided on the Platform or oral/written statements made are provided for guidance only and does not constitute a legal agreement between you and the Company.


21.2 Notwithstanding the foregoing, these Terms are to be read in conjunction with (and subject to) any other policies, country or service annexes, where applicable, that may be published by Exactly in the Platform from time to time.


21.3 In case of conflict between the English version of these Terms and any version in other language, the English version shall prevail.


21.4 Any headings are for convenience and shall not limit or construe any of the rights and obligations set forth herein.


22. QUESTIONS?


If you have any questions in relation to these Terms, please contact us at [email protected] before accessing or using the Platform or the Digital Assets Services.