These terms of use, together with any additional agreements,
documents and terms incorporated by reference, which includes
any other terms and conditions or other agreement that Bluefin
Labs Inc. (“Bluefin”, “we”, “us” and
“our”) posts publicly or makes available to you or the
person or entity you represent (“you” or “your”)
(collectively, these “Terms”), are entered into between Bluefin
and you concerning your use of, and access to, our (a) websites,
including bluefin.io; (b) web applications; mobile applications
and (c) all associated sites linked thereto by Bluefin or its
affiliates (collectively with any materials and services
available therein, and successor website(s) or application(s)
thereto, the “Site”).
As part of the Site, we provide a user interface (the
“Platform”) to access the order book, matching engine,
smart contracts, decentralized applications, APIs and all other
software that Bluefin has developed for entering into margin
positions (“Margin Position”) and perpetual contracts
(“Perpetual Contracts”) related to cryptocurrencies and
other blockchain-based assets (“Digital Assets”) in a
decentralized, peer-to-peer manner (the “Protocol”).
These Terms expressly cover your rights and obligations, and our
disclaimers and limitations of legal liability, relating to your
use of, and access to, the Site, the Platform, the Protocol and
all related tools, applications, data, software and other
services provided by us (collectively, the “Services”).
By accessing or using the Site or the Services, you accept and
agree to be bound by and to comply with these Terms. If you do
not agree to these Terms, then you must not access or use the
Site or the Services.
By accessing or using the Site or the Services, you agree that
Bluefin does not provide execution, settlement, or clearing
services of any kind and is not responsible for the execution,
settlement, or clearing of transactions automated through the
Services.
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(a) Eligibility. As a condition to accessing or
using the Services or the Site, you represent and warrant
that:
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(i) if you are an individual, you are of legal age in the
jurisdiction in which you reside and you have the legal
capacity to enter into these Terms and be bound by them;
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(ii) if you are an entity, then you have the legal
authority to accept these Terms;
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(iii) you are not a resident, national, or agent of,
located in, incorporated or otherwise formed in, or have a
registered office in, the United States;
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(iv) you are not a resident, national, or agent of,
located in, incorporated or otherwise formed in, or have a
registered office in, Antigua and Barbuda, Algeria,
Bangladesh, Bolivia, Belarus, Burundi, Burma (Myanmar),
Cote D'Ivoire (Ivory Coast), Crimea and Sevastopol, Cuba,
Democratic Republic of Congo, Ecuador, Iran, Iraq,
Liberia, Libya, Magnitsky, Mali, Morocco, Nepal, North
Korea, Somalia, Sudan, Syria, Venezuela, Yemen, Zimbabwe
or any other country to which Canada, the United States,
the United Kingdom or the European Union embargoes goods
or imposes similar sanctions (collectively, “Restricted Territories”);
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(v) you are not a member of any sanctions list or
equivalent maintained by the Canadian government, the
United States government, the United Kingdom government,
the European Union, or the United Nations (a “Sanctioned Person”);
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(vi) you do not transact with or intend to transact with
any Restricted Person or Sanctioned Person;
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(vii) you do not, and will not, use VPN software or any
other privacy or anonymization tools or techniques to
circumvent, or attempt to circumvent, any restrictions
that apply to the Services; and
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(viii) your access to the Services (A) is not prohibited
by and does not otherwise violate or assists you to
violate any (1) laws, constitutions, treaties, statutes,
codes, ordinances, principles of common and civil law and
equity, orders, decrees, rules, regulations and municipal
by-laws, whether domestic, foreign or international; (2)
judicial, arbitral, administrative, ministerial,
departmental and regulatory judgments, orders, writs,
injunctions, decisions, rulings, decrees and awards of any
(a) multinational or supranational body or organization,
nation, government, state, province, country, territory,
municipality, quasi-government, administrative, judicial
or regulatory authority, agency, board, body, bureau,
commission, instrumentality, court or tribunal or any
political subdivision thereof, or any central bank (or
similar monetary or regulatory authority) thereof, any
taxing authority, any ministry or department or agency of
any of the foregoing; (b) self-regulatory organization or
stock exchange; (c) entity exercising executive,
legislative, judicial, regulatory or administrative
functions of or pertaining to government; or (d) any
corporation or other entity owned or controlled, through
stock or capital ownership or otherwise, by any of such
entities or other bodies pursuant to the foregoing (each,
a “Governmental Authority”); or (3) policies,
practices and guidelines of, or contracts with, any
Governmental Authority, which, although not actually
having the force of law, are considered by such
Governmental Authority as requiring compliance as if
having the force of law, as the same may be amended from
time to time and any successor thereto and in each case
binding on, affecting or having jurisdiction over Bluefin,
you, the Site or the Services (collectively, “Applicable Laws”); and (B) does not contributes
to or facilitates any
illegal activity.
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(b) Acknowledgements. As a condition to accessing or
using the Services or the Site, you acknowledge and agree
that:
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(i) from time to time the Site and the Services may be
inaccessible or inoperable for any reason, including
without limitation: (A) equipment malfunctions; (B)
periodic maintenance procedures or repairs that we or any
of its suppliers or contractors may undertake from time to
time; (C) causes beyond our control or that we could not
reasonably foresee; (D) disruptions and temporary or
permanent unavailability of underlying software, including
without limitation blockchain infrastructure; or (E)
unavailability of third-party service providers or
external partners for any reason;
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(ii) we reserve the right to suspend, restrict or modify
access to the Site and the Services at any time in the
event of any breach of these Terms, including, without
limitation, if we reasonably believe any of your
representations and warranties may be untrue or
inaccurate, and we will not be liable to you, and you will
hold us harmless from, any losses or damages you may
suffer as a result of or in connection with the Site or
the Services being inaccessible to you at any time or for
any reason;
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(iii) we may change, replace, or discontinue (temporarily
or permanently) some or all of the Services at any time in
our sole discretion;
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(iv) the pricing information provided on the Site does not
represent an offer, a solicitation of an offer, or any
advice regarding, or recommendation to enter into, a
transaction with Bluefin;
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(v) Bluefin does not act as an agent for you or any other
user of the Site or the Services;
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(vi) you are solely responsible for your use of the
Services, including all of your transfers of Digital
Assets;
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(vii) to the fullest extent not prohibited by Applicable
Laws, we owe no fiduciary duties or liabilities to you or
any other party, and that to the extent any such duties or
liabilities may exist under Applicable Laws, you hereby
irrevocably disclaim and waive all of such duties and
liabilities and hold us harmless from any of the
foregoing;
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(viii) you are solely responsible for reporting and paying
any taxes applicable to your use of the Services;
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(ix) we have no control over, or liability for, the
delivery, quality, safety, legality, or any other aspect
of any Digital Assets that you may transfer to or from a
third party and we are not responsible for ensuring that
an entity with whom you transact with completes the
transaction or is authorized to do so; and
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(x) you bear the entire risk with any transactions in
Digital Assets and in using the Services.
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(c) User Responsibilities. As a condition to
accessing or using the Services or the Site, you covenant to
Bluefin the following:
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(i) you (A) must provide all equipment, connectivity, and
software necessary to connect to the Services and (B) are
solely responsible for any costs and expenses, including
Internet connection or mobile fees, which you incur when
accessing the Services;
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(ii) in connection with using the Services, you will only
transfer legally-obtained Digital Assets;
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(iii) you will obey all Applicable Laws in connection with
using the Services, and you will not use the Site or the
Services if the laws of your country, or any other
Applicable Laws, prohibit you from doing so;
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(iv) any Digital Assets you use in connection with the
Services are either (A) owned by you or (B) you are
validly authorized to carry out actions using such Digital
Assets; and
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(v) in addition to complying with all restrictions,
prohibitions, and other provisions of these Terms, you
will (A) ensure that, at all times, all information that
you provide on the Site and during your use of the
Services is current, complete, and accurate and (B)
maintain the security and confidentiality of your private
keys associated with your Wallet (as defined below),
passwords, API keys and other related credentials.
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(d) Digital Wallet; Non-Custodial Services
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(i) In order to use certain features of the Site and
Services, you may be required to connect to your digital
asset wallet(s) or address(es) (“Wallet”) to the
Platform. You acknowledge that we are not responsible for
transferring, safeguarding, or maintaining your private
keys or any assets associated with your Wallet. If you
lose, mishandle or have stolen your Wallet private keys,
you acknowledge that you may not be able to recover
associated assets and that we are not responsible for such
loss.
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(ii) You acknowledge that you may disconnect your Wallet
from the Platform at any time.
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(iii) You agree to notify us immediately if you suspect
your linked Wallet has been compromised or otherwise
suspect any security issues related to your use of the
Services.
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(iv) You agree that you will not use the Services to
transact with any digital currency that may be considered
a security under Applicable Laws.
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(v) You acknowledge and agree that we may restrict,
suspend or close your Wallet and access to the Platform
for any reason or no reason, including if we reasonably
believe that you have breached any of the terms of this
Agreement.
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(vi) Digital Assets that you purchase or use in relation
to the Services may be held in one or more Wallets of
yours. We do not operate, maintain, control or have
custody over any contents of your Wallet. We accept no
responsibility for, or liability to, you in connection
with your Wallet and make no representations or warranties
regarding how the Platform or the Services will operate
with any specific Wallet. Any issues relating to your
Wallet should be addressed to your Wallet provider.
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(vii) You acknowledge that we are not responsible for, and
you agree to indemnify us for, any loss or damage arising
from your failure to comply with the requirements
hereunder.
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2. Fees
In connection with your use of the Services, the Bluefin DAO
will pay all fees necessary for interacting with Edgeware, a
self-upgrading smart contract platform in the Polkadot
ecosystem (“Edgeware”), including “gas” costs, as
well as all other fees reflected on the Site at the time of
your use of the Services.
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3. No Professional Advice or Fiduciary Duties
All information provided in connection with your access and
use of the Site and the Services is for informational
purposes only and should not be construed as professional
advice. You should not take, or refrain from taking, any
action based on any information contained on the Site or any
other information that we make available at any time,
including, without limitation, blog posts, articles, links
to third-party content, Discord content, Telegram content,
news feeds, tutorials, tweets, and videos. Before you make
any financial, legal, or other decisions involving the
Services, you should seek independent professional advice
from an individual who is licensed and qualified in the area
for which such advice would be appropriate. The Terms are
not intended to, and do not, create or impose any fiduciary
duties on us. You further agree that the only duties and
obligations that we owe you are those set out expressly in
these Terms.
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4. Prohibited Activities
By using the Site or the Services, you confirm that you will
not use the Site or the Services to do any of the following
(collectively, “Prohibited Uses”):
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(a) violate any Applicable Laws including,
without limitation, any applicable anti-money laundering
and anti-terrorist financing laws and sanctions
programs;
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(b) engage in transactions involving items that
infringe or violate any copyright, trademark, right of
publicity or privacy or any other proprietary right
under Applicable Laws, including but not limited to (i)
sales, distribution, or access to counterfeit music,
movies, software, or other licensed materials without
the appropriate authorization from the rights holder
(ii) use of Bluefin’s intellectual property, name, or
logo, including use of Bluefin’s trade or service marks,
without express consent from Bluefin or in a manner that
otherwise harms Bluefin and (iii) any action that
implies an untrue endorsement by or affiliation with
Bluefin;
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(c) use the Site and/or the Services in any manner that
could interfere with, disrupt, negatively affect, or
inhibit other users from fully enjoying the Site and/or
the Services, or that could damage, disable, overburden,
or impair the functioning of the Site or the Services in
any manner;
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(d) circumvent any content-filtering techniques,
security measures or access controls that Bluefin
employs on the Site, including without limitation
through the use of a VPN;
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(e) use any robot, spider, crawler, scraper, or other
automated means or interface not provided by us to
access the Site or the Services or to extract data, or
introduce any malware, virus, Trojan horse, worm, logic
bomb, drop-dead device, backdoor, shutdown mechanism or
other harmful material into the Site or the Services;
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(f) provide false, inaccurate, or misleading
information while using the Site or the Services or
engage in activity that operates to defraud Bluefin,
other users of the Services, or any other person;
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(g) engage in improper or abusive trading practices,
including (i) any fraudulent act or scheme to defraud,
deceive, trick or mislead; (ii) trading ahead of another
user of the Services or front-running; (iii) fraudulent
trading; (iv) accommodation trading; (v) fictitious
transactions; (vi) pre-arranged or non-competitive
transactions; (vii) violations of bids or offers; (viii)
cornering, or attempted cornering, of any Perpetual
Contracts or other Digital Assets; (ix) wash trading
(i.e. entering buy and sell orders at the same or
similar prices, volumes, and times for the purpose of
generating trading volume); (x) spoofing (i.e. entering
buy or sell orders without a bona fide intent to execute
such orders and with the intent to cancel such orders
before execution); (xi) manipulation (i.e. trading for
the purpose of affecting the prices of Digital Assets
and generating artificial prices); (xii) knowingly
making any bid or offer for the purpose of making a
market price that does not reflect the true state of the
market; (xiii) entering orders for the purpose of
entering into transactions without a net change in
either party’s open positions but a resulting profit to
one party and a loss to the other party, commonly known
as a “money pass”; or (xiv) any other trading activity
that, we have, in our sole discretion, determined to be
abusive, improper or disruptive to the operation of the
Services.
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(h) use or access the Site or Services to transmit or
exchange Digital Assets that are the direct or indirect
proceeds of any criminal or fraudulent activity,
including without limitation terrorism or tax
evasion;
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(i) use the Site or the Services in any way that is, in
our sole discretion, libelous, defamatory, profane,
obscene, pornographic, sexually explicit, indecent,
lewd, vulgar, suggestive, harassing, stalking, hateful,
threatening, offensive, discriminatory, bigoted,
abusive, inflammatory, fraudulent, deceptive, or
otherwise objectionable or likely or intended to incite,
threaten, facilitate, promote, or encourage hate, racial
intolerance, or violent acts against others;
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(j) use the Site or the Services from a jurisdiction
that we have, in our sole discretion, determined is a
jurisdiction where the use of the Site or the Services
is prohibited;
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(k) harass, abuse, or harm of another person or entity,
including Bluefin’s employees and service
providers;
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(l) impersonate another user of the Site or the
Services or otherwise misrepresent yourself;
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(m) use the Site or the Platform for any purposes other
than using the Services; or
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(n) encourage, induce or assist any third party to
engage in any of the activities prohibited under this
Section 5 or any other provision of these Terms.
The foregoing activities are representative, but not
exhaustive, of Prohibited Uses. If you are uncertain as to
whether or not your use of the Site or the Services involves
a Prohibited Use or have other questions about how these
requirements apply to you, then please contact us at
[email protected].
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5. Your Content
You hereby grant to us a royalty-free, fully paid-up,
sublicensable, transferable, perpetual, irrevocable,
non-exclusive, worldwide license to use, copy, modify,
create derivative works of, display, perform, publish and
distribute, in any form, medium, or manner, any content that
is available to other users as a result of your use of the
Site or the Services (collectively, “Your Content”),
including, without limitation, for promoting Bluefin, its
affiliates, the Services or the Site. You represent and
warrant that (a) you own Your Content or have the right to
grant the rights and licenses in these Terms and (b) Your
Content and our use of Your Content, as licensed herein,
does not and will not violate, misappropriate or infringe on
any third party’s rights.
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6. Proprietary Rights
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(a) You acknowledge that the Site or the Services may
use, incorporate or link to certain open-source
components and that your use of the Site or Services is
subject to, and you will comply with, any applicable
open-source licenses that govern any such open-source
components (collectively, “Open-Source Licenses”). Without limiting the generality of the
foregoing,
you may not (i) resell, lease, lend, share, distribute,
or otherwise permit any third party to use the Site or
the Services; (ii) use the Site or the Services for
time-sharing or service bureau purposes; or (iii)
otherwise use the Site or the Services in a manner that
violates any Open-Source Licenses.
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(b) Excluding the open-source software described in
Section 6(a), Your Content or third-party software that
the Site or the Services incorporates you acknowledge
and agree that Bluefin owns the Site and the Services,
including all technology, content, software, images,
text, graphics, illustrations, logos, patents,
trademarks, service marks, copyrights, photographs,
audio, videos and music and all intellectual property
rights related thereto and other materials used,
displayed, or provided on the Site or in connection with
the Services but excluding Your Content (the “Company Content”) including all intellectual
property rights
subsisting therein. Bluefin hereby grants you a limited,
revocable, transferable, license to access and use those
portions of the Site and the Services that are
proprietary to Bluefin solely in accordance with these
Terms. Except as explicitly provided herein, nothing in
these Terms shall be deemed to create a license in or
under any Company Content or intellectual property
rights, and you agree not to sell, license, rent,
modify, distribute, copy, reproduce, transmit, publicly
display, publicly perform, publish, adapt, edit or
create derivative works from any Company Content. Use of
the Company Content for any purpose not expressly
permitted by these Terms is strictly prohibited. Company
Content is made available solely for your personal,
non-commercial use and may not be copied, reproduced,
published, republished, modified, mirrored, uploaded,
posted, transmitted, displayed, encoded, translated or
distributed in any form or in way, including by e-mail
or other electronic means, or stored in any retrieval
system of any nature in any way, without the express
prior written consent of us or such third party that may
own such Company Content in each instance. You agree to
abide by all copyright and other proprietary notices,
information and restrictions contained in the Company
Content and any other material accessed through the
Site.
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(c) Any of Bluefin’s product or service names, logos,
and other marks used on the Site or as a part of the
Services, including Bluefin's name and logo are
trademarks owned by Bluefin, its affiliates, or its
applicable licensors (collectively, the “Bluefin
Trademarks”). You may not copy, imitate, or use them
without the prior written consent of Bluefin or the
applicable licensors, and notwithstanding to the
contrary these Terms do not grant you any rights in the
Bluefin Trademarks. You may not remove, obscure, or
alter any legal notices displayed in or along with the
Services.
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(d) You may choose to, or we may invite you to submit
comments, feedback, or ideas about the Site and the
Services, including without limitation about how to
improve the Site or our Services (“Feedback”). By
submitting any Feedback, you agree that (i) your
disclosure is non-confidential, gratuitous, unsolicited
and without restriction and will not place us under any
fiduciary or other obligation, (ii) you grant to us a
perpetual, worldwide, royalty-free, irrevocable,
transferable, sublicensable, non-exclusive and fully
paid-up right to copy, use, reproduce, modify, adapt,
publish, create derivative works from, translate,
transmit, display, distribute, market, promote, sell or
offer for sale, rent or lease such information or
materials or any portions thereof (including any ideas
for new products or Services or modifications to
existing products or Services) and/or products or
Services which practice or embody, or are configured for
use in practicing, such information or materials or any
portion thereof, in any form or medium known or later
developed, in furtherance of these Terms and the actions
and transactions contemplated hereby, including the
right to bring an action for infringement of these
rights, (iii) we are free to use the Feedback without
any additional compensation to you, and/or to disclose
the Feedback on a non-confidential basis or otherwise to
anyone and (iv) you will have no claim against for any
actual or alleged infringement of any proprietary
rights, rights of privacy or publicity, moral rights or
rights of attribution in connection with our use of any
Feedback you provide. You further acknowledge that, by
acceptance of your submission, we do not waive any
rights to use similar or related comments, feedback and
ideas previously known to us, or developed by our
employees, or obtained from sources other than you.
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(e) You acknowledge and understand that the Services
are non-custodial. When you deposit Digital Assets into
an account in any Bluefin-developed smart contract, you
retain control over those Digital Assets at all times.
The private key associated with the Wallet from which
you transfer Digital Assets is the only private key that
can control the Digital Assets you transfer into
Bluefin-developed smart contracts. In some cases, you
may withdraw Digital Assets from any Bluefin-developed
smart contract only to the digital address from which
you deposited the Digital Assets.
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7. Third Party Links
The Site or the Services may provide, or third parties may
provide, links to other external sites, applications or
resources. You acknowledge and agree that we are not
responsible for the availability of such external sites,
applications or resources, does not endorse and is not
responsible or liable for any content, advertising,
products, or other materials on or available from such sites
or resources. You further acknowledge and agree that we
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 use of or reliance on any such content,
goods, or services available on or through any such site or
resource.
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8. Modification, Suspension and Termination
We may, at our sole discretion, from time to time and with
or without prior notice to you, modify, suspend or disable
(temporarily or permanently) the Site or the Services, in
whole or in part, for any reason whatsoever, including,
without limitation, to only allow open Margin Position and
Perpetual Contracts to be closed. Upon termination of your
access, your right to use the Services will immediately
cease. We will not be liable for, and you agree to indemnify
us for, any losses suffered by you resulting from any
modification to any Services or from any modification,
suspension, or termination, for any reason, of your access
to all or any portion of the Site or the Services.
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9. Risks
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(a) By using the Services or interacting with the Site
in any way, you represent and warrant that you
understand the inherent risks associated with
cryptographic systems and blockchain-based networks;
Digital Assets, including the usage and intricacies of
native Digital Assets, smart contract-based tokens, and
systems that interact with blockchain-based networks.
Bluefin does not own or control any of the underlying
software through which blockchain networks are formed.
In general, the software underlying blockchain networks
is open source, such that anyone can use, copy, modify,
and distribute it. By using the Services, you
acknowledge and agree that (i) Bluefin is not
responsible for the operation of the software and
networks underlying the Services, (ii) there exists no
guarantee of the functionality, security, or
availability of such software and such networks, and
(iii) the underlying networks are subject to sudden
changes in operating rules, such as those commonly
referred to as “forks,” which may materially affect the
Services.
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(b) You acknowledge and agree that (i) blockchain
networks use public/private key cryptography, (ii) you
alone are responsible for securing your private keys,
(iii) we do not have access to your private keys, (iv)
losing control of your private keys will permanently and
irreversibly deny you access to your Digital Assets, (v)
neither Bluefin nor any other person or entity will be
able to retrieve or protect your Digital Assets and (vi)
if your private keys are lost, then you will not be able
to transfer your Digital Assets to any other blockchain
address or wallet and if this occurs, then you will not
be able to realize any value or utility from the Digital
Assets that you may hold.
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(c) The Services and your Digital Assets could be
impacted by one or more regulatory inquiries or
regulatory actions, which could impede or limit the
ability of Bluefin to continue to make available its
proprietary software and, thus, could impede or limit
your ability to access or use the Services.
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(d) You acknowledge and understand that cryptography is
a progressing field with advances in code cracking or
other technical advancements, such as the development of
quantum computers, which may present risks to Digital
Assets and the Services, and could result in the theft
or loss of your Digital Assets. To the extent possible,
we intend to use commercially reasonable efforts to
update Bluefin-developed smart contracts related to the
Services to account for any advances in cryptography and
to incorporate additional security measures necessary to
address risks presented from technological advancements,
but you agree that such intention does not guarantee or
otherwise ensure full security of the Services.
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(e) You understand that Edgware remains under
development, which creates technological and security
risks when using the Services in addition to uncertainty
relating to Digital Assets and transactions therein.
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(f) You acknowledge that the Services are subject to
flaws and that you are solely responsible for evaluating
any code provided by the Services or Site. This warning
and others we provide in these Terms in no way evidence
or represent an ongoing duty to alert you to all of the
potential risks of utilizing the Services or accessing
the Site.
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(g) Although we intend to provide accurate and timely
information on the Site and during your use of the
Services, the Site and other information available when
using the Services may not always be entirely accurate,
complete, or current and may also include technical
inaccuracies or typographical errors. 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 Site or as part of the Services are
your sole responsibility. No representation is made as
to the accuracy, completeness, or appropriateness for
any particular purpose of any information distributed
via the Site or otherwise when using the Services.
Prices and pricing information may be higher or lower
than prices available on platforms providing similar
services.
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(h) Any use or interaction with the Services requires a
comprehensive understanding of applied cryptography and
computer science to appreciate the inherent risks,
including those listed above. You represent and warrant
that you possess relevant knowledge and skills to
appreciate and understand such risks. Any reference to a
type of Digital Asset on the Site or otherwise during
the use of the Services does not indicate our approval
or disapproval of the technology on which the Digital
Asset relies, and should not be used as a substitute for
your understanding of the risks specific to each type of
Digital Asset.
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(i) Use of the Services may carry financial risk.
Digital Assets, especially in connection with Margin
Positions and Perpetual Contracts, are, by their nature,
highly experimental, risky, and volatile. Transactions
entered into in connection with the Services are
irreversible, final and there are no refunds. You
acknowledge and agree that you will access and use the
Site and the Services at your own risk. The risk of loss
in trading Digital Assets, especially entering into
Margin Positions and Perpetual Contracts, can be
substantial. You should, therefore, carefully consider
whether such trading is suitable for you in light of
your circumstances and financial resources. By using the
Services, you represent and warrant that you have been,
are, and will be solely responsible for making your
independent appraisal and investigations into the risks
of a given transaction and the underlying Digital
Assets, including Margin Positions and Perpetual
Contracts. You represent that you have sufficient
knowledge, market sophistication, professional advice,
and experience to make your evaluation of the merits and
risks of any transaction conducted in connection with
the Services or any Digital Asset. You accept all
consequences of using the Services, including the risk
that you may lose access to your Digital Assets
indefinitely. All transaction decisions are made solely
by you. Notwithstanding anything in these Terms, we
accept no responsibility whatsoever for, and will in no
circumstances be liable to you in connection with, your
use of the Services, including without limitation
entering into Margin Positions or Perpetual
Contracts.
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(j) You and we agree to comply with all Applicable Laws
and acknowledge that such compliance may require us to,
upon request by government agencies, take certain
actions or provide information, including without
limitation information about you, which may not be in
your best interests.
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(k) You are responsible for all trades you place,
including any erroneous orders that may be filled. We do
not take any action to resolve erroneous trades that
result from your errors.
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(l) Any Services you interact with are entirely your
own responsibility and liability, and we are not a party
to the Protocol.
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(m) At any time, your access to your Digital Assets may
be suspended or terminated or there may be a delay in
your access or use of your Digital Assets which may
result in the Digital Assets diminishing in value.
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(n) The Services may be suspended or terminated for any
reason or no reason, which may limit your access to your
Digital Assets.
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(o) You hereby assume, and agree that Bluefin will have
no responsibility or liability for, the risks set forth
in this Section 10. You hereby irrevocably waive,
release and discharge all claims, whether known or
unknown to you, against Bluefin, its affiliates, and
each of their respective shareholders, members,
directors, officers, managers, employees, lawyers,
accountants, advisors, agents, representatives,
suppliers and contractors related to any of the risks
set forth in this Section 10.
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10. Indemnification
You agree you will defend, indemnify, and hold harmless
Bluefin, its affiliates, and each of their respective
shareholders, members, directors, officers, managers,
employees, lawyers, agents, accountants, advisors,
representatives, suppliers, and contractors (collectively,
“Indemnified Parties”) from any claim, demand,
lawsuit, action, proceeding, investigation, liability,
damage, loss, cost or expense, including without limitation
legal fees and expenses, arising out of or relating to: (a)
your use of, access to or conduct in connection with, the
Site, the Platform, Company Content or the Services; (b)
Digital Assets associated with your Wallets; (c) any
Feedback, Your Content or user content you provide to
Bluefin including without limitation misleading, false, or
inaccurate information; (d) your violation of these Terms;
(e) your infringement or misappropriation of the rights of
any other person or entity; (f) your wilful misconduct; (g)
your violation of any Applicable Laws; or (h) any other
party’s access and use of the Site, the Platform, Company
Content or the Services with your Wallet, unique username,
password or other appropriate security code. If you are
obligated to indemnify any Indemnified Party, we (or, at its
discretion, the applicable Indemnified Party) will have the
right, in our sole discretion, to control any action or
proceeding and to determine whether we wish to settle, and
if so, on what terms, and you agree to corporate with us in
connection with the foregoing.
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11. Disclaimers
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(a) We are a developer of open-source software. Bluefin
does not operate a Digital Asset or derivatives exchange
platform or offer trade execution or clearing services
and, therefore, has no oversight, involvement, or
control concerning your transactions using the Services.
All transactions between users of Bluefin-developed
open-source software are executed peer-to-peer directly
between the users’ digital addresses through a smart
contract. You are responsible for complying with all
Applicable Laws that govern your Margin Positions and
Perpetual Contracts.
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(b) You understand that Bluefin is not registered or
licensed by the U.S. Commodity Futures Trading
Commission, the U.S. Securities and Exchange Commission
or any other financial regulatory authority. No
financial regulatory authority has reviewed or approved
the use of the Bluefin-developed open-source software.
The Site and the Bluefin-developed open-source software
do not constitute advice or a recommendation concerning
any commodity, security, or other Digital Asset or
instrument. Bluefin is not acting as an investment
adviser or commodity trading adviser to any person or
entity.
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(c) You understand and agree that Margin Positions
entered into using the Bluefin open-source software are
commodity contracts. Margin Positions are not shares or
any equivalent in any existing or future public or
private company, corporation, or other entity in any
jurisdiction.
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(d) Bluefin does not own or control the underlying
software protocols that are used in connection with
Margin Positions or Perpetual Contracts. In general, the
underlying protocols are open source and anyone can use,
copy, modify, and distribute them. Bluefin is not
responsible for the operation of the underlying
protocols, and Bluefin makes no guarantee of their
functionality, security, or availability.
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(e) TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE
LAWS, YOU UNDERSTAND AND AGREE THAT THE SITE, THE
PLATFORM AND THE SERVICES (AND ANY OF THEIR CONTENT OR
FUNCTIONALITY) PROVIDED BY OR ON BEHALF OF US ARE
PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND WE
EXPRESSLY DISCLAIM, AND YOU HEREBY WAIVE, ANY
REPRESENTATIONS, CONDITIONS OR WARRANTIES OF ANY KIND,
WHETHER EXPRESS OR IMPLIED, LEGAL, STATUTORY OR
OTHERWISE, OR ARISING FROM STATUTE, OTHERWISE IN LAW,
COURSE OF DEALING, OR USAGE OF TRADE, INCLUDING, WITHOUT
LIMITATION, IMPLIED OR LEGAL WARRANTIES AND CONDITIONS
OF MERCHANTABILITY, MERCHANTABLE QUALITY, QUALITY OR
FITNESS FOR A PARTICULAR PURPOSE, TITLE, SECURITY,
AVAILABILITY, RELIABILITY, ACCURACY, QUIET ENJOYMENT AND
NON-INFRINGEMENT OF THIRD PARTY RIGHTS. WITHOUT LIMITING
THE FOREGOING, WE DO NOT REPRESENT OR WARRANT THAT THE
SITE, THE PLATFORM OR THE SERVICES (INCLUDING ANY DATA
RELATING THERETO) WILL BE UNINTERRUPTED, AVAILABLE AT
ANY PARTICULAR TIME, OR ERROR-FREE. FURTHER, WE DO NOT
WARRANT THAT ERRORS IN THE SITE OR THE SERVICE ARE
CORRECTABLE OR WILL BE CORRECTABLE.
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(f) You acknowledge that your data on the Site or the
Services 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 Laws, 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), protocol changes by third-party
providers, Internet outages, force majeure events or
other disasters, scheduled or unscheduled maintenance,
or other causes either within or outside our control.
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(g) The disclaimer of implied warranties contained
herein may not apply if and to the extent such
warranties cannot be excluded or limited under the
Applicable Law of the jurisdiction in which you reside.
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12. Exclusion of Consequential Damages
You acknowledge and agree that in no event shall the
Indemnified Parties be liable for any incidental, indirect,
special, punitive, consequential or similar damages or
liabilities whatsoever (including, without limitation,
damages for loss of fiat, assets, data, information,
revenue, opportunities, use, goodwill, profits or other
business or financial benefit) arising out of or in
connection with the Site, the Platorm, Company Content or
the Services and any of their content and functionality, any
execution or settlement of a transaction, any performance or
non-performance of the Site, the Services, the Platform,
your Digital Assets, Margin Positions, Perpetual Contracts
or any other product, service or other item provided by or
on behalf of Bluefin, whether under contract, tort
(including negligence), civil liability, statute, strict
liability, breach of warranties, or under any other theory
of liability, and whether or not the Indemnified Parties
have been advised of, knew of or should have known of the
possibility of such damages and notwithstanding any failure
of the essential purpose of these Terms or any limited
remedy hereunder. In addition, you acknowledge and agree
that Bluefin shall not be in any way responsible for the
execution or settlement of transactions between users of
Bluefin-developed open-source software.
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13. Limitation of Liability
(a) Under no circumstances will any Indemnified Party be
responsible for any damage, loss or injury resulting from
hacking, tampering or other unauthorized access or use of
the Site, the Platform, the Services or the Company Content
and other information contained therein. To the maximum
extent permitted by Applicable Laws, we assume no liability
or responsibility for any (i) errors, mistakes, or
inaccuracies of content; (ii) personal injury or property
damage, of any nature whatsoever, resulting from your access
to or use of our Site, the Platform, Company Content or the
Services; (iii) any unauthorized access to or use of our
secure servers and/or any and all personal information
stored therein; (iv) any interruption or cessation of
transmission to or from the Site, the Platform or the
Services; (v) any bugs, viruses, trojan horses, or the like
that may be transmitted to or through our Site, the
Platform, Company Content or the Services by any third
party; (vi) any errors or omissions in any content or for
any loss or damage incurred as a result of the use of any
content posted, emailed, transmitted, or otherwise made
available through the Site, the Platform or the Services;
and/or (vii) Your Content or the defamatory, offensive, or
illegal conduct of any third party You agree that if,
notwithstanding the other provisions of these Terms, an
Indemnified Party is found to be liable for any claim,
demand, lawsuit, action, proceeding, investigation,
liability, damage, loss, cost or expense, such Indemnified
Party’s liability shall in no event exceed the amount of the
fees paid by you to Bluefin under these Terms, if any, in
the twelve (12) month period immediately preceding the event
giving rise to the claim for liability, if any.
(b) This limitation of liability section applies whether the
alleged liability is based on contract, tort, negligence,
strict liability, or any other basis, even if we have been
advised of the possibility of such damage. The foregoing
limitation of liability shall apply to the fullest extent
permitted by Applicable Laws.
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14. Force Majeure
We will have no responsibility or liability for any failure
or delay in performance of the Site, the Platform or any of
the Services, or any loss or damage that you may incur, due
to any circumstance or event beyond our control, including
any (a) flood, extraordinary weather conditions, earthquake,
or other act of God, (b) fire, (c) war, (d) insurrection,
(e) riot, (f) labour dispute, (g) accident, (h) epidemic or
pandemic, (i) action of government, (j) new laws or
regulations or change in existing laws or regulations or the
interpretation or enforcement of any of the foregoing, (k)
communications, (l) power failure, (m) equipment or software
unavailability, disruption or malfunction, (n) hacking or
other attack on the Site, the Platform or the Services, (o)
the unavailability, disruption or malfunction of any network
or blockchains or (p) the unavailability, disruption or
malfunction of the Internet.
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15. Survival
The following sections of these Terms will survive any
termination of your access to the Site or the Services,
regardless of the reasons for its expiration or termination,
in addition to any other provision which by law or by its
nature should survive: Sections 5 through 19.
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16. Governing Law
The interpretation and enforcement of these Terms, and any
dispute related to these Terms, the Site or the Services,
will be governed by and construed and enforced under the
laws of the British Virgin Islands without regard to
conflict of law rules or principles (whether of the British
Virgin Islands or any other jurisdiction) that would cause
the application of the laws of any other jurisdiction. You
agree that we may initiate a proceeding related to the
enforcement or validity of our intellectual property rights
in any court having jurisdiction. For any other proceeding
that is not subject to arbitration under these Terms, the
courts located in Road Town, Tortola, British Virgin Islands
will have exclusive jurisdiction. You waive any objection to
venue in any such courts.
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17. Dispute Resolution and Arbitration
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT
REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH
BLUEFIN AND LIMITS HOW YOU CAN SEEK RELIEF FROM BLUEFIN.
ALSO, ARBITRATION PRECLUDES YOU FROM SUING IN COURT OR
HAVING A JURY TRIAL.
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(a) You and we agree that any dispute arising out of or
related to these Terms, the Site or the Services is
personal to you and us and that any dispute will be
resolved solely through individual action, and will not
be brought as a class arbitration, class action, or any
other type of representative proceeding.
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Except for disputes in which you or we seek injunctive
or other equitable relief for the alleged unlawful use
of intellectual property, you and we waive all rights to
a jury trial and to have any dispute arising out of or
related to these Terms or the Services resolved in
court. Instead, for any dispute or claim that you have
against us or relating in any way to the Site or the
Services, you agree to first contact us and attempt to
resolve the claim informally by sending a written notice
of your claim (“Notice”) to us by email at
[email protected]. The Notice must: (i)
include your name, residence
address, email address, and telephone number; (ii)
describe the nature and basis of the claim; and (iii)
set forth the specific relief sought. Our notice to you
will be similar in form to that described above. If you
and Bluefin cannot reach an agreement to resolve the
claim within thirty (30) days after such Notice is
received, then either party may submit the dispute to
binding arbitration administered by the British Virgin
Islands International Arbitration (the “BVI IAC”)
Centre or, under the limited circumstances set forth
above, in court. All disputes submitted to the BVI IAC
will be resolved through confidential, binding
arbitration before one arbitrator (the
“Arbitrator”). The place of arbitration shall be
Road Town, Tortola, British Virgin Islands, unless the
parties agree otherwise and shall be conducted under the
BVI IAC Arbitration Rules. The language to be used in
the arbitral proceedings shall be English. The most
recent version of the BVI IAC Arbitration Rules are
available on the BVI IAC website and are hereby
incorporated by reference. You either acknowledge and
agree that you have read and understand the BVI IAC
Arbitration Rules or waive your opportunity to read the
BVI IAC Arbitration Rules and waive any claim that the
BVI IAC Arbitration Rules are unfair or should not apply
for any reason.
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(c) The Arbitrator will have exclusive authority to
make all procedural and substantive decisions regarding
any dispute and to grant any remedy that would otherwise
be available in court, including the power to determine
the question of arbitrability. The Arbitrator may
conduct only an individual arbitration and may not
consolidate more than one individual’s claims, preside
over any type of class or representative proceeding or
preside over any proceeding involving more than one
individual.
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(d) The Arbitrator, Bluefin, and you will maintain the
confidentiality of any arbitration proceedings,
judgments and awards, including, but not limited to, all
information gathered, prepared, and presented for
purposes of the arbitration or related to the dispute(s)
therein. The Arbitrator will have the authority to make
appropriate rulings to safeguard confidentiality unless
the law provides to the contrary. The duty of
confidentiality does not apply to the extent that
disclosure is necessary to prepare for or conduct the
arbitration hearing on the merits, in connection with a
court application for a preliminary remedy or in
connection with a judicial challenge to an arbitration
award or its enforcement, or to the extent that
disclosure is otherwise required by law or judicial
decision.
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(e) You and Bluefin agree that for any arbitration you
initiate, you will pay the filing fee and all other BVI
IAC fees and costs. For any arbitration initiated by
Bluefin, Bluefin will pay all BVI IAC fees and costs.
You and Bluefin agree that the courts of the British
Virgin Islands sitting in Road Town, Tortola, British
Virgin Islands have exclusive jurisdiction over the
enforcement of an arbitration award.
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(f) Any claim arising out of or related to these Terms
or the Services must be filed within one year after such
claim arose; otherwise, the claim is permanently barred,
which means that you and Bluefin will not have the right
to assert the claim.
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(g) If any portion of this Section 16 is found to be
unenforceable or unlawful for any reason: (i) the
unenforceable or unlawful provision shall be severed
from these Terms; (ii) severance of the unenforceable or
unlawful provision shall have no impact whatsoever on
the remainder of this Section 16 or the parties’ ability
to compel arbitration of any remaining claims on an
individual basis under this Section 16; and (iii) to the
extent that any claims must therefore proceed on a
class, collective, consolidated, or representative
basis, such claims must be litigated in a civil court of
competent jurisdiction and not in arbitration, and the
parties agree that litigation of those claims shall be
stayed pending the outcome of any individual claims in
arbitration. Further, if any part of this Section 16 is
found to prohibit an individual claim seeking injunctive
relief, then that provision will have no effect to the
extent such relief is allowed to be sought out of
arbitration, and the remainder of this Section 16 will
be enforceable.
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18. Amendments
We reserve the right, at our sole discretion, to amend these
Terms from time to time. If we make changes, we will provide
you with notice of such changes, which may include providing
notice through the Services or updating the date at the top
of these Terms. Unless we state otherwise in our notice, all
such modifications are effective immediately, and your
continued use of the Site and the Services after we provide
that notice will confirm your acceptance of the changes. If
you do not agree to the amended Terms, then you must stop
using the Site and the Services.
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19. General
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(a) You acknowledge and agree that our privacy policy,
which is available at
https://bluefin.io/privacy, is incorporated herein by
reference and forms part of
these Terms.
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(b) You consent to receive all communications,
agreements, documents, receipts, notices, and
disclosures electronically (collectively, our
“Communications”) that we provide in connection
with these Terms, the Site or any Services. You agree
that we may provide our Communications to you by posting
them on the Site or by emailing them to you at the email
address you provide in connection with using the
Services, if any.
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(c) Any right or remedy of any Indemnified Party set
forth in these Terms is in addition to, and not in lieu
of, any other right or remedy whether described in these
Terms or under Applicable Laws, whether at law or in
equity. The failure or delay of such Indemnified Party
in exercising any right, power, or privilege under these
Terms shall not operate as a waiver thereof.
-
(d) The invalidity or unenforceability of any provision
of these Terms shall not affect the validity or
enforceability of any other provision of these Terms,
all of which shall remain in full force and effect.
-
(e) You acknowledge and agree that we will have no
responsibility or liability for any failure or delay in
performance of the Site or any of the Services, or any
loss or damage that you may incur, due to any
circumstance or event beyond our control, including
without limitation any flood, extraordinary weather
conditions, earthquake, or other act of God, fire, war,
insurrection, riot, labor dispute, accident, action of
government, communications, power failure, or equipment
or software malfunction.
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(f) You agree that you may not assign or transfer any
right to use the Site or the Services, or any of your
rights or obligations under these Terms, without our
express prior written consent, including by operation of
law or in connection with any change of control, which
may be withheld at our sole discretion. We may assign or
transfer any or all of our rights or obligations under
these Terms, in whole or in part, without notice or
obtaining your consent or approval.
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(g) Headings of sections are for convenience only and
shall not be used to limit or construe such
sections.
-
(h) These Terms contain the entire agreement between
you and Bluefin, and supersede all prior and
contemporaneous understandings between the parties
regarding the Site and the Services.
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(i) In the event of any conflict between these Terms
and any other agreement you may have with us, these
Terms will control unless the other agreement
specifically identifies these Terms and declares that
the other agreement supersedes these Terms.
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(j) You agree that, except as otherwise expressly
provided in this Agreement, there shall be no
third-party beneficiaries to the Agreement other than
the Indemnified Parties.