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 Firefly Labs Inc.
(“Firefly”, “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 Firefly and you
concerning your use of, and access to, our (a) websites, including firefly.exchange; (b) web applications;
mobile applications and (c) all associated sites linked thereto by Firefly or its affiliates (collectively with
any materials and services available therein, and successor website(s) or application(s) thereto, the
“Site”).
By accessing or using the Site or the Services, you agree that Firefly 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;
- (ii) if you are an entity, then you have the legal authority to accept these Terms;
- (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;
- (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”);
- (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”);
- (vi) you do not transact with or intend to transact with any Restricted Person or
Sanctioned Person;
- (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
- (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 Firefly, 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;
- (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;
- (iii) we may change, replace, or discontinue (temporarily or permanently) some or
all of the Services at any time in our sole discretion;
- (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 Firefly;
- (v) Firefly does not act as an agent for you or any other user of the Site or the
Services;
- (vi) you are solely responsible for your use of the Services, including all of your
transfers of Digital Assets;
- (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;
- (viii) you are solely responsible for reporting and paying any taxes applicable to your
use of the Services;
- (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
- (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 Firefly 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;
- (ii) in connection with using the Services, you will only transfer legally-obtained
Digital Assets;
- (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;
- (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
- (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.
- (ii) You acknowledge that you may disconnect your Wallet from the Platform at any
time.
- (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.
- (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.
- (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.
- (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
- (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 Firefly 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”):
(a) violate any Applicable Laws including, without limitation, any applicable anti-money
laundering and anti-terrorist financing laws and sanctions programs;
- (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 Firefly’s intellectual property, name, or logo, including use of
Firefly’s trade or service marks, without express consent from Firefly or in a manner that
otherwise harms Firefly and (iii) any action that implies an untrue endorsement by or
affiliation with Firefly;
- (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;
- (d) circumvent any content-filtering techniques, security measures or access controls that
Firefly employs on the Site, including without limitation through the use of a VPN;
- (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;
- (f) provide false, inaccurate, or misleading information while using the Site or the Services
or engage in activity that operates to defraud Firefly, other users of the Services, or any
other person;
- (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) spoofing; (ix) manipulation; (x) knowingly making any bid or offer
for the purpose of making a market price that does not reflect the true state of the
market; or (xi) 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”;
- (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;
- (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;
- (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;
- (k) harass, abuse, or harm of another person or entity, including Firefly’s employees and
service providers;
- (l) impersonate another user of the Site or the Services or otherwise misrepresent yourself;
- (m) use the Site or the Platform for any purposes other than using the Services; or
- 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 Firefly, 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
- (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.
- (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 Firefly 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. Firefly hereby grants you a
limited, revocable, transferable, license to access and use those portions of the Site and
the Services that are proprietary to Firefly 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.
- (c) Any of Firefly’s product or service names, logos, and other marks used on the Site or as a
part of the Services, including Firefly's name and logo are trademarks owned by Firefly,
its affiliates, or its applicable licensors (collectively, the “Firefly Trademarks”). You may
not copy, imitate, or use them without the prior written consent of Firefly or the
applicable licensors, and notwithstanding to the contrary these Terms do not grant you
any rights in the Firefly Trademarks. You may not remove, obscure, or alter any legal
notices displayed in or along with the Services.
- (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.
- (e) You acknowledge and understand that the Services are non-custodial. When you deposit
Digital Assets into an account in any Firefly-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 Firefly-developed smart contracts. In some cases, you may withdraw
Digital Assets from any Firefly-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
- (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. Firefly 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) Firefly 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.
- (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 Firefly 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.
- (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 Firefly to
continue to make available its proprietary software and, thus, could impede or limit your
ability to access or use the Services.
- (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 Firefly-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.
- (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.
- (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.
- (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.
- (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.
- (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.
- (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.
- (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.
- (l) Any Services you interact with are entirely your own responsibility and liability, and we
are not a party to the Protocol.
- (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.
- (n) The Services may be suspended or terminated for any reason or no reason, which may
limit your access to your Digital Assets.
- (o) You hereby assume, and agree that Firefly 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 Firefly, 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 Firefly, 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 Firefly
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
- (a) We are a developer of open-source software. Firefly 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 Firefly-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.
- (b) You understand that Firefly 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 Firefly-developed open-source software. The Site and the Firefly-developed
open-source software do not constitute advice or a recommendation concerning any
commodity, security, or other Digital Asset or instrument. Firefly is not acting as an
investment adviser or commodity trading adviser to any person or entity.
- (c) You understand and agree that Margin Positions entered into using the Firefly
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.
- (d) Firefly 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. Firefly
is not responsible for the operation of the underlying protocols, and Firefly makes no
guarantee of their functionality, security, or availability.
- (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.
- (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.
- (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.
-
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 Firefly, 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 Firefly shall not be in any way responsible for the execution or
settlement of transactions between users of Firefly-developed open-source software.
-
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 Firefly 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.
-
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.
-
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.
-
17. Dispute Resolution and Arbitration
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN
DISPUTES AND CLAIMS WITH FIREFLY AND LIMITS HOW YOU CAN SEEK RELIEF FROM FIREFLY. ALSO,
ARBITRATION PRECLUDES YOU FROM SUING IN COURT OR HAVING A JURY TRIAL
(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.- 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 Firefly 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.
- (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.
- (d) The Arbitrator, Firefly, 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.
- (e) You and Firefly 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 Firefly, Firefly will pay all
BVI IAC fees and costs. You and Firefly 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.
- (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 Firefly will not have the right to assert the claim.
- (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.
-
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
-
18. General
- (a) You acknowledge and agree that our privacy policy, which is available at
https://firefly.exchange/privacy, is incorporated herein by reference and forms part of
these Terms.
- (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.
- (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.
- (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.
- (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 Firefly, and supersede all
prior and contemporaneous understandings between the parties regarding the Site and
the Services.
- (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.
-
(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.
