Last modified: 31 October 2024
These Terms of Service (this "Agreement") explain the terms and conditions by which you may access and use the Products (defined below) provided by Elys Network Inc. (referred to herein as "Elys Network", "we", "our", or "us"). The Products shall include, but shall not necessarily be limited to, (a)https://app.elys.network/, a website-hosted user interface (the "Interface" or "Web App"), and (b) our mobile application (the "Elys Network App"). You must read this Agreement carefully as it governs your use of the Products. By accessing or using any of the Products, you signify that you have read, understand, and agree to be bound by this Agreement in its entirety. If you do not agree, you are not authorized to access or use any of our Products and should not use our Products. Your use of the Products constitutes a legally binding and enforceable contract with us on the terms herein contained and any amendments thereto which may from time to time be made without notice or reference to you. For the purposes of this Agreement, “you” or “your” shall mean a visitor or user of the Products who may include individuals or businesses.
To access or use any of our Products, you must be able to form a legally binding contract with us. Accordingly, you represent and warrant that you are at least the age of majority in your jurisdiction and have the full right, power, and authority to enter into and comply with the terms and conditions of this Agreement on behalf of yourself and any company or legal entity for which you may access or use the Interface. If you are entering into this Agreement on behalf of an entity, you represent and warrant to us that you have the legal authority to bind such entity and all reference to “you” in the Agreement shall accordingly be construed to refer to that entity.
You, whether an individual or entity, including anyone acting on your behalf, being based, domiciled or incorporated in or is a citizen or resident or green card holder in any region or territory under the jurisdiction of the Republic of Singapore, The People’s Republic of China, Bosnia, Albania, Belarus, Burma, Côte d'ivoire, Cuba, Democratic Republic of Congo, Congo-Brazzaville, Congo-Kinshasa, Iran, Iraq, Liberia, Democratic People's Republic of Korea, Seychelles, Sudan, Syria, Tajikistan, Russian Federation, Zimbabwe, Uzbekistan, Myanmar (Burma), the regions of Crimea, Donetsk, Luhansk or any other country or territory included in the OFAC (the Office of Foreign Assets Control of the U.S. Department of the Treasury), or any other US, UN, EU or other applicable sanctions list as well as an individual, or an individual employed by or associated with an entity, identified as denied persons, unverified, or entity lists, or OFAC’s list of specially designated nationals, foreign sanctions evaders list, or the denied persons or entity list of the U.S. Department of Commerce, or list of consolidated sanctions are strictly not eligible to use the Products, Protocol, Web App, Elys Network App and our margin products (Perpetual Trading and Leverage LP, for example).
Your use of the Products, Protocol, Web App and Elys Network App may be limited if we have reason to believe, in our sole discretion, that:
We are not responsible for any losses, whether direct or indirect, that we may incur as a result of our complying with applicable law, the guidance or direction of any regulatory authority or government agency, or any writ of attachment, lien, levy, subpoena, warrant or other legal order. Accessing or using the Products, Protocol, Web App and Elys Network App is subject to compliance with economic sanctions imposed by applicable jurisdictions.
Without prejudice to the above, you further represent and warrant that you shall not use the Products, Protocol, Web App and Elys Network App of the Services if:
You further represent that you are not (a) the subject of economic or trade sanctions administered or enforced by any governmental authority or otherwise designated on any list of prohibited or restricted parties or (b) a citizen, resident, or organized in a jurisdiction or territory that is the subject of comprehensive country-wide, territory-wide, or regional restrictions from accessing our Products. Finally, you represent that your access and use of any of our Products will fully comply with all applicable laws and regulations, and that you will not access or use any of our Products to conduct, promote, or otherwise facilitate any illegal activity. If you are from any of the foregoing jurisdictions, then do not attempt to access or use the Products, Protocol, Web App or Elys Network App. Use of a virtual private network (e.g., a VPN) or other means to access or use the same is strictly prohibited.
Notwithstanding the above, countries in which residents may access the Elys Network App and associated platforms but are RESTRICTED from accessing our margin products (Perpetual Trading and Leverage LP, for example) include the United States of America (USA), Canada and the Republic of Korea.
NOTICE: This Agreement contains important information, including a binding arbitration provision and a class action waiver, both of which impact your rights as to how disputes are resolved. Our Products are only available to you — and you should only access any of our Products — if you agree completely with this Agreement.
The Interface provides a web or mobile-based means of access to (a) a decentralized protocol on the Elys Network blockchain, and (b) inter-blockchain communication (“IBC”) -connected chains, and (c) other blockchains including but not limited to Ethereum, that allows users to trade certain compatible digital assets (the "Elys Network protocol" or the "Protocol").
The Interface is distinct from the Protocol and is one, but not the exclusive, means of accessing the Protocol. The Protocol itself comprises open-source or source-available code and smart contracts (“CosmWASM”) that are deployed on the Elys Network blockchain. By using the Interface, you understand that you are not buying or selling digital assets from us and that we do not operate any liquidity pools on the Protocol or control trade execution on the Protocol. When traders pay fees for trades, those fees accrue to liquidity providers for the Protocol. As a general matter, Elys Network is not a liquidity provider into Protocol liquidity pools and liquidity providers are independent third parties. Deployments on other networks typically make use of cross-chain bridges, which allow assets native to one blockchain to be transferred to another blockchain. Please note that digital assets that have been "bridged" or "wrapped" to operate on other blockchain networks (including to blockchains compatible with the Ethereum Virtual Machine that are designed to ensure the Ethereum blockchain can effectively process more transactions or other blockchains that are frequently referred to as "Layer 2" solutions) are distinct from their original native mainnet asset.
To access the Interface, you may use (a) command-line interface (“CLI”) or (b) non-custodial wallet software, which allows you to interact with the Elys Network blockchain. Your relationship with a non-custodial wallet provider is governed by the applicable terms of service of such third parties. We do not have custody or control over the contents of your wallet and have no ability to retrieve or transfer its contents. By connecting your wallet to our Interface, you agree to be bound by this Agreement and all of the terms incorporated herein by reference.
Smart contract protocols and pools such as the Products and the Protocol simply comprise a set of autonomous blockchain-based smart contracts deployed on the relevant blockchain network, operated directly by users calling functions on it (which allows them to interact with other users and/or engage in trading or other activities in a multi-party peer-to-peer manner). We solely function as a provider of technical tools for users, and are not offering any sort of securities product or regulated service.
We may from time to time in the future offer additional products, and such additional products shall be considered a Product as used herein, regardless of whether such product is specifically defined in this Agreement.
When you use any of our Products, you may also be using the products, services or content of one or more third parties. Your use of such third-party products, services or content may be subject to separate policies, terms of use and fees of these third parties, and you agree to abide by and be responsible for such policies, terms of use and fees, as applicable. We do not control such products, services or content and we also do not review, control or monitor the materials found there. We are not responsible for their content or privacy practices. Such products, services or content are inserted for convenience and reference only and are not an endorsement of material at those sites, or any associated organization, product or service. You are responsible for your own decisions about the accuracy, currency, reliability and correctness of information contained or linked in such products, services or content.
Information, data, programs or materials which are offensive, pornographic, unsuitable for minors’ access or otherwise of a criminal or violent nature may infiltrate or become accessible through the Products due to circumstances beyond our control and we make no representation as to the suitability of the information accessible for viewing by minors or any other persons.
By using the Products, you are assuming all risks associated therein including risk of your computer, software or data being damaged by any virus which might be transmitted to or activated via the Products or your access to it.
We reserve the right, in our sole discretion, to modify this Agreement from time to time. If we make any material modifications, we will notify you by updating the date at the top of the Agreement and by maintaining a current version of the Agreement athttps://elys.network/terms-of-service. All modifications will be effective when they are posted, and your continued accessing or use of any of the Products will serve as confirmation of your acceptance of those modifications. If you do not agree with any modifications to this Agreement, you must immediately stop accessing and using all of our Products.
We reserve the following rights, which do not constitute obligations of ours: (a) with or without notice to you, to modify, substitute, eliminate or add to any of the Products; (b) to review, modify, filter, disable, delete and remove any and all content and information from any of the Products, at our sole and absolute discretion.
We own (and are entitled to enforce) all intellectual property and other rights in each of our Products and its respective contents, including, but not limited to, software, text, images, trademarks, service marks, copyrights, patents, designs, and its "look and feel." The Products contain copyrighted material, trademarks, and other proprietary information by us and/our licensors. We reserve the right, with or without notice, at any time and in our sole discretion to block access to and/or terminate the accounts of any user who infringes or is alleged to infringe any copyrights or other intellectual property rights. Subject to the terms of this Agreement, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use our Products solely in accordance with this Agreement. You agree that you will not use, modify, distribute, tamper with, reverse engineer, disassemble or decompile any of our Products for any purpose other than as expressly permitted pursuant to this Agreement. Except as set forth in this Agreement, we grant you no rights to any of our Products, including any intellectual property rights.
You understand and acknowledge that the Protocol is not a Product and we do not control the Protocol.
By using any of our Products (including to list any digital asset), you grant us a worldwide, non-exclusive, sublicensable, royalty-free license to use, copy, modify, and display any content, including but not limited to text, materials, images, files, communications, comments, feedback, suggestions, ideas, concepts, questions, data, or otherwise, that you post on or through any of our Products for our current and future business purposes, including to provide, promote, and improve the services. You grant to us a non-exclusive, transferable, worldwide, perpetual, irrevocable, fully-paid, royalty-free license, with the right to sublicense, under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon any suggestions or feedback for any purpose.
You represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for any material that you list, post, promote, or display on or through any of our Products (including, but not limited to, NFTs). You represent and warrant that such content does not contain material subject to copyright, trademark, publicity rights, or other intellectual property rights, unless you have necessary permission or are otherwise legally entitled to post the material and to grant us the license described above, and that the content does not violate any laws.
Our Products may contain references or links to third-party resources, including, but not limited to, information, materials, products, or services, that we do not own or control. In addition, third parties may offer promotions related to your access and use of our Products. We do not approve, monitor, endorse, warrant or assume any responsibility for any such resources or promotions. If you access any such resources or participate in any such promotions, you do so at your own risk, and you understand that this Agreement does not apply to your dealings or relationships with any third parties. You expressly relieve us of any and all liability arising from your use of any such resources or participation in any such promotions.
We reserve the right to cooperate with any law enforcement, court or government investigation or order or third party requesting or directing that we disclose information or content or information that you provide.
You agree not to engage in, or attempt to engage in, any of the following categories of prohibited activity in relation to your access and use of the Interface:
Intellectual Property Infringement. Activity that infringes on or violates any copyright, trademark, service mark, patent, right of publicity, right of privacy, or other proprietary or intellectual property rights under the law.
Cyberattack. Activity that seeks to interfere with or compromise the integrity, security, or proper functioning of any computer, server, network, personal device, or other information technology system, including, but not limited to, the deployment of viruses and denial of service attacks.
Fraud and Misrepresentation. Activity that seeks to defraud us or any other person or entity, including, but not limited to, providing any false, inaccurate, or misleading information in order to unlawfully obtain the property of another.
Market Manipulation. Activity that violates any applicable law, rule, or regulation concerning the integrity of trading markets, including, but not limited to, the manipulative tactics commonly known as "rug pulls", pumping and dumping, and wash trading.
Securities and Derivatives Violations. Activity that violates any applicable law, rule, or regulation concerning the trading of securities or derivatives, including, but not limited to, the unregistered offering of securities and the offering of leveraged and margined commodity products to retail customers in jurisdictions prohibiting such products.
Sale of Stolen Property. Buying, selling, or transferring of stolen items, fraudulently obtained items, items taken without authorization, and/or any other illegally obtained items.
Data Mining or Scraping. Activity that involves data mining, robots, scraping, or similar data gathering or extraction methods of content or information from any of our Products.
Objectionable Content. Activity that involves soliciting information from anyone under the age of 18 or that is otherwise harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another's privacy, hateful, discriminatory, or otherwise objectionable.
Any Other Unlawful Conduct. Activity that violates any applicable law, rule, or regulation of the applicable jurisdiction.
Your obligations
You hereby represent, warrant and/or undertake the following:
You agree and understand that: (a) all trades you submit through any of our Products are considered unsolicited, which means that they are solely initiated by you; (b) you have not received any investment advice from us in connection with any trades, including those you place via any Auto Routing API or third-party; and (c) we do not conduct a suitability review of any trades you submit.
Each of the Products is a purely non-custodial application, meaning we do not ever have custody, possession, or control of your digital assets at any time. It further means you are solely responsible for the custody of the cryptographic private keys to the digital asset wallets you hold and you should never share your wallet credentials or seed phrase with anyone. We accept no responsibility for, or liability to you, in connection with your use of a wallet and make no representations or warranties regarding how any of our Products will operate with any specific wallet. Likewise, you are solely responsible for any associated wallet and we are not liable for any acts or omissions by you in connection with or as a result of your wallet being compromised.
This Agreement is not intended to, and does not, create or impose any fiduciary duties on us. To the fullest extent permitted by law, you acknowledge and agree that 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 at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated. You further agree that the only duties and obligations that we owe you are those set out expressly in this Agreement.
One or more of our Products may not be available or appropriate for use in your jurisdiction. By accessing or using any of our Products, you agree that you are solely and entirely responsible for compliance with all laws and regulations that may apply to you.
Specifically, your use of our Products or the Protocol may result in various tax consequences, such as income or capital gains tax, value-added tax, goods and services tax, or sales tax in certain jurisdictions.
It is your responsibility to determine whether taxes apply to any transactions you initiate or receive and, if so, to report and/or remit the correct tax to the appropriate tax authority.
Blockchain transactions require the payment of transaction fees to the appropriate network ("Gas Fees"). Except as otherwise expressly set forth in the terms of another offer by Elys Network, you will be solely responsible to pay the Gas Fees for any transaction that you initiate via any of our Products.
You expressly agree that you assume all risks in connection with your access and use of any of our Products. You further expressly waive and release us from any and all liability, claims, causes of action, or damages arising from or in any way relating to your use of any of our Products.
BY ACCESSING AND USING ANY OF OUR PRODUCTS, YOU REPRESENT THAT YOU ARE FINANCIALLY AND TECHNICALLY SOPHISTICATED ENOUGH TO UNDERSTAND THE INHERENT RISKS ASSOCIATED WITH USING CRYPTOGRAPHIC AND BLOCKCHAIN-BASED SYSTEMS, AND THAT YOU HAVE A WORKING KNOWLEDGE OF THE USAGE AND INTRICACIES OF DIGITAL ASSETS SUCH AS COSMOS (ATOM) ETHER (ETH), SO-CALLED STABLECOINS SUCH AS USD COIN (USDC), AND OTHER DIGITAL TOKENS.
IN PARTICULAR, YOU UNDERSTAND THAT THE MARKETS FOR THESE DIGITAL ASSETS ARE NASCENT AND HIGHLY VOLATILE DUE TO RISK FACTORS INCLUDING, BUT NOT LIMITED TO, ADOPTION, SPECULATION, TECHNOLOGY, SECURITY, AND REGULATION. YOU UNDERSTAND THAT ANYONE CAN CREATE A TOKEN, INCLUDING FAKE VERSIONS OF EXISTING TOKENS AND TOKENS THAT FALSELY CLAIM TO REPRESENT PROJECTS, AND ACKNOWLEDGE AND ACCEPT THE RISK THAT YOU MAY MISTAKENLY TRADE THOSE OR OTHER TOKENS. SO-CALLED STABLECOINS MAY NOT BE AS STABLE AS THEY PURPORT TO BE, MAY NOT BE FULLY OR ADEQUATELY COLLATERALIZED, AND MAY BE SUBJECT TO PANICS AND RUNS.
FURTHER, YOU UNDERSTAND THAT SMART CONTRACT TRANSACTIONS AUTOMATICALLY EXECUTE AND SETTLE, AND THAT BLOCKCHAIN-BASED TRANSACTIONS ARE IRREVERSIBLE WHEN CONFIRMED. YOU ACKNOWLEDGE AND ACCEPT THAT THE COST AND SPEED OF TRANSACTING WITH CRYPTOGRAPHIC AND BLOCKCHAIN-BASED SYSTEMS ARE VARIABLE AND MAY INCREASE DRAMATICALLY AT ANY TIME. YOU FURTHER ACKNOWLEDGE AND ACCEPT THE RISK OF UTILISING THE PRODUCTS OR THE PROTOCOL, WHICH CAN EXPOSE YOU TO LOSS OF YOUR ASSETS.
IF YOU ACT AS A LIQUIDITY PROVIDER TO THE PROTOCOL THROUGH THE INTERFACE, YOU UNDERSTAND THAT YOUR DIGITAL ASSETS MAY LOSE SOME OR ALL OF THEIR VALUE WHILE THEY ARE SUPPLIED TO THE PROTOCOL THROUGH THE INTERFACE DUE TO THE FLUCTUATION OF PRICES OF TOKENS IN A TRADING PAIR OR LIQUIDITY POOL (COMPRISING TWO OR MORE ASSETS AS INDICATED IN THE POOL).
FINALLY, YOU UNDERSTAND THAT WE DO NOT CREATE, OWN, OR OPERATE CROSS-CHAIN BRIDGES AND WE DO NOT MAKE ANY REPRESENTATION OR WARRANTY ABOUT THE SAFETY OR SOUNDNESS OF ANY CROSS-CHAIN BRIDGE, INCLUDING ITS USE FOR ELYS NETWORK GOVERNANCE.
IN SUMMARY, YOU ACKNOWLEDGE THAT WE ARE NOT RESPONSIBLE FOR ANY OF THESE VARIABLES OR RISKS, DO NOT OWN OR CONTROL THE PROTOCOL, AND CANNOT BE HELD LIABLE FOR ANY RESULTING LOSSES THAT YOU EXPERIENCE WHILE ACCESSING OR USING ANY OF OUR PRODUCTS. ACCORDINGLY, YOU UNDERSTAND AND AGREE TO ASSUME FULL RESPONSIBILITY FOR ALL OF THE RISKS OF ACCESSING AND USING THE INTERFACE TO INTERACT WITH THE PROTOCOL.**
EACH OF OUR PRODUCTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ANY REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF EACH OF OUR PRODUCTS IS AT YOUR OWN RISK. WE DO NOT REPRESENT OR WARRANT THAT ACCESS TO ANY OF OUR PRODUCTS WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR SECURE; THAT THE INFORMATION CONTAINED IN ANY OF OUR PRODUCTS WILL BE ACCURATE, RELIABLE, COMPLETE, OR CURRENT; OR THAT ANY OF OUR PRODUCTS WILL BE FREE FROM ERRORS, DEFECTS, VIRUSES, OR OTHER HARMFUL ELEMENTS. NO ADVICE, INFORMATION, OR STATEMENT THAT WE MAKE SHOULD BE TREATED AS CREATING ANY WARRANTY CONCERNING ANY OF OUR PRODUCTS. WE DO NOT ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY ADVERTISEMENTS, OFFERS, OR STATEMENTS MADE BY THIRD PARTIES CONCERNING ANY OF OUR PRODUCTS.
SIMILARLY, THE PROTOCOL IS PROVIDED "AS IS", AT YOUR OWN RISK, AND WITHOUT WARRANTIES OF ANY KIND. ALTHOUGH WE CONTRIBUTED TO THE INITIAL CODE FOR THE PROTOCOL, WE DO NOT PROVIDE, OWN, OR CONTROL THE PROTOCOL, WHICH IS RUN AUTONOMOUSLY WITHOUT ANY HEADCOUNT BY SMART CONTRACTS DEPLOYED ON VARIOUS BLOCKCHAINS. UPGRADES AND MODIFICATIONS TO THE PROTOCOL ARE GENERALLY MANAGED IN A COMMUNITY-DRIVEN WAY BY HOLDERS OF THE ELYS GOVERNANCE TOKEN. NO DEVELOPER OR ENTITY INVOLVED IN CREATING THE PROTOCOL WILL BE LIABLE FOR ANY CLAIMS OR DAMAGES WHATSOEVER ASSOCIATED WITH YOUR USE, INABILITY TO USE, OR YOUR INTERACTION WITH OTHER USERS OF, THE PROTOCOL, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, CRYPTOCURRENCIES, TOKENS, OR ANYTHING ELSE OF VALUE. WE DO NOT ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY ADVERTISEMENTS, OFFERS, OR STATEMENTS MADE BY THIRD PARTIES CONCERNING ANY OF OUR PRODUCTS.
ANY PAYMENTS OR FINANCIAL TRANSACTIONS THAT YOU ENGAGE IN WILL BE PROCESSED VIA AUTOMATED CODE AND/OR SMART CONTRACTS. ONCE EXECUTED, WE HAVE NO CONTROL OVER THESE PAYMENTS OR TRANSACTIONS, NOR DO WE HAVE THE ABILITY TO REVERSE ANY PAYMENTS OR TRANSACTIONS.
WE MAY PROVIDE INFORMATION ABOUT TOKENS IN OUR PRODUCTS SOURCED FROM THIRD-PARTY DATA PARTNERS THROUGH FEATURES SUCH AS CHARTS, TOKEN EXPLORER OR TOKEN LISTS. WE MAY ALSO PROVIDE WARNING LABELS FOR CERTAIN TOKENS. THE PROVISION OF INFORMATIONAL MATERIALS DOES NOT MAKE TRADES IN THOSE TOKENS SOLICITED; WE ARE NOT ATTEMPTING TO INDUCE YOU TO MAKE ANY PURCHASE AS A RESULT OF INFORMATION PROVIDED. ALL SUCH INFORMATION PROVIDED BY ANY OF OUR PRODUCTS IS FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE CONSTRUED AS INVESTMENT ADVICE OR A RECOMMENDATION THAT A PARTICULAR TOKEN IS A SAFE OR SOUND INVESTMENT. YOU SHOULD NOT TAKE, OR REFRAIN FROM TAKING, ANY ACTION BASED ON ANY INFORMATION CONTAINED IN ANY OF OUR PRODUCTS. BY PROVIDING TOKEN INFORMATION FOR YOUR CONVENIENCE, WE DO NOT MAKE ANY INVESTMENT RECOMMENDATIONS TO YOU OR OPINE ON THE MERITS OF ANY TRANSACTION OR OPPORTUNITY. YOU ALONE ARE RESPONSIBLE FOR DETERMINING WHETHER ANY INVESTMENT, INVESTMENT STRATEGY OR RELATED TRANSACTION IS APPROPRIATE FOR YOU BASED ON YOUR PERSONAL INVESTMENT OBJECTIVES, FINANCIAL CIRCUMSTANCES, AND RISK TOLERANCE.
You agree to hold harmless, release, defend, and indemnify us and our officers, directors, employees, contractors, agents, affiliates, and subsidiaries from and against all claims, damages, obligations, losses, liabilities, costs, and expenses arising from: (a) your access and use of any of our Products; (b) your violation of any term or condition of this Agreement, the right of any third party, or any other applicable law, rule, or regulation; (c) any other party's access and use of any of our Products with your assistance or using any device or account that you own or control; and (d) any dispute between you and (i) any other user of any of the Products or (ii) any of your own customers or users.
UNDER NO CIRCUMSTANCES SHALL WE OR ANY OF OUR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, OR SUBSIDIARIES BE LIABLE TO YOU FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE PROPERTY, ARISING OUT OF OR RELATING TO ANY ACCESS OR USE OF OR INABILITY TO ACCESS OR USE ANY OF THE PRODUCTS, NOR WILL WE BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF ANY OF THE PRODUCTS OR THE INFORMATION CONTAINED WITHIN IT, WHETHER SUCH DAMAGES ARE BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF ANY OF THE PRODUCTS, EVEN IF AN AUTHORIZED REPRESENTATIVE OF ELYS NETWORK HAS BEEN ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY: (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM ANY ACCESS OR USE OF THE INTERFACE; (C) UNAUTHORIZED ACCESS OR USE OF ANY SECURE SERVER OR DATABASE IN OUR CONTROL, OR THE USE OF ANY INFORMATION OR DATA STORED THEREIN; (D) INTERRUPTION OR CESSATION OF FUNCTION RELATED TO ANY OF THE PRODUCTS; (E) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE INTERFACE; (F) ERRORS OR OMISSIONS IN, OR LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF, ANY CONTENT MADE AVAILABLE THROUGH ANY OF THE PRODUCTS; AND (G) THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.
WE HAVE NO LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY CLAIMS OR DAMAGES THAT MAY ARISE AS A RESULT OF ANY PAYMENTS OR TRANSACTIONS THAT YOU ENGAGE IN VIA ANY OF OUR PRODUCTS, OR ANY OTHER PAYMENT OR TRANSACTIONS THAT YOU CONDUCT VIA ANY OF OUR PRODUCTS. EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, WE DO NOT PROVIDE REFUNDS FOR ANY PURCHASES THAT YOU MIGHT MAKE ON OR THROUGH ANY OF OUR PRODUCTS.
WE MAKE NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, ABOUT LINKED THIRD PARTY SERVICES, THE THIRD PARTIES THEY ARE OWNED AND OPERATED BY, THE INFORMATION CONTAINED ON THEM, ASSETS AVAILABLE THROUGH THEM, OR THE SUITABILITY, PRIVACY, OR SECURITY OF THEIR PRODUCTS OR SERVICES. YOU ACKNOWLEDGE SOLE RESPONSIBILITY FOR AND ASSUME ALL RISK ARISING FROM YOUR USE OF THIRD-PARTY SERVICES, THIRD-PARTY WEBSITES, APPLICATIONS, OR RESOURCES. WE SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO SOFTWARE, PRODUCTS, SERVICES, AND/OR INFORMATION OFFERED OR PROVIDED BY THIRD-PARTIES AND ACCESSED THROUGH ANY OF OUR PRODUCTS.
WE ALSO MAKE NO WARRANTY WHATSOEVER WITH RESPECT TO THE PRODUCTS INCLUDING ANY (I) WARRANTY OF MERCHANTABILITY; (II) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (III) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH HEREIN. YOU ACKNOWLEDGE THAT YOU HAVE NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY US ON THE INTERFACE / THE PRODUCTS OR BY WAY OF ANY PUBLICLY DISSEMINATED STATEMENT, ARTICLE, REPORT OR IN ANY WRITTEN FORM, OR BY ANY OTHER PERSON ON OUR BEHALF.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF ONE HUNDRED U.S. DOLLARS ($100.00 USD) OR ITS EQUIVALENT IN THE LOCAL CURRENCY OF THE APPLICABLE JURISDICTION. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
GENERAL DISCLAIMER
WE DO NOT ADMINISTER, OVERSEE, GOVERN, FACILITATE, OR ASSUME ANY RESPONSIBILITY FOR THE SECONDARY MARKETS IN WHICH THE PRODUCTS MAY SUBSEQUENTLY BE TRADED AND WE DO NOT ADMINISTER, OVERSEE, GOVERN, FACILITATE, OR ASSUME ANY RESPONSIBILITY FOR THE USAGE OF THE PRODUCTS BY USERS. YOU SHALL NOT HOLD US RESPONSIBLE FOR ANY LOSSES THAT YOU MAY SUSTAIN ARISING OUT OF AND IN CONNECTION WITH YOUR USAGE OF AND DEALING IN THE PRODUCTS OR THE INTERFACE. WE DO NOT ASSUME ANY RESPONSIBILITY TO YOU FOR THE ACCURACY OF INFORMATION ON THE INTERFACE / FOR THE PRODUCTS AND YOU BEAR THE SOLE RISK OF RELIANCE ON ANY INFORMATION CONTAINED ON THE INTERFACE / THE PRODUCTS, INCLUDING THE RISKS SET OUT UNDER APPENDIX A BELOW.
PRODUCTS DISCLAIMER
WE SHALL NOT BE LIABLE IN ANY WAY TO ANY USER WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY) OR OTHERWISE FOR ANY LOSS, DAMAGE OR LIABILITY INCURRED OR SUSTAINED BY THE USER ARISING OUT OF OR IN CONNECTION WITH THE USER’S PURCHASE AND/OR USAGE OF THE PRODUCTS AND/OR SERVICES OFFERED ON THE INTERFACE / BY THE PRODUCTS.
This Agreement is governed by and construed in accordance with the laws of the Republic of Singapore. You agree that the laws of Singapore without regard to principles of conflict of laws, govern this Agreement and any Dispute between you and us. You further agree that each of our Products shall be deemed to be based solely in Panama, and that although a Product may be available in other jurisdictions, its availability does not give rise to general or specific personal jurisdiction in that jurisdiction.
We will use our best efforts to resolve any potential disputes through informal, good faith negotiations. If a potential dispute arises, you must contact us by sending an email to [email protected] so that we can attempt to resolve it without resorting to formal dispute resolution. If we aren't able to reach an informal resolution within sixty days of your email, then you and we both agree to resolve the potential dispute according to the process set forth below.
Any claim, dispute or controversy arising out of or relating to any of our Products, the Protocol, this Agreement, or any other acts or omissions for which you may contend that we are liable, including, but not limited to, any claim or controversy as to arbitrability("Dispute"), shall be finally and exclusively settled by arbitration administered by the Singapore International Arbitration Centre ("SIAC") in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of 1 arbitrator. The language of the arbitration shall be English. The arbitration shall be held on a confidential basis before a single arbitrator, who shall be selected pursuant to the SIAC Rules. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
You must bring any and all Disputes against us in your individual capacity and not as a plaintiff in or member of any purported class action, collective action, private attorney general action, or other representative proceeding. This provision applies to class arbitration. You and we both agree to waive the right to demand a trial by jury.
This Agreement constitutes the entire agreement between you and us with respect to the subject matter hereof. This Agreement supersedes any and all prior or contemporaneous written and oral agreements, communications and other understandings (if any) relating to the subject matter of the terms.
You may not assign or transfer this Agreement, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer this Agreement without our prior written consent shall be null and void. We may freely assign or transfer this Agreement. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.
In connection with your historic or current use of one or more of our Products, we may provide you certain incentives, prizes or rewards for completing certain activities, such as completing a certain number of transactions. Details regarding the criteria for earning a reward will be described within the applicable Product or official Elys Network documentation. Upon satisfaction of the criteria for obtaining a reward and subject to your compliance with the associated rewards terms, this Agreement, and applicable law — to be determined exclusively by Elys Network— we will use commercially reasonable efforts to promptly transfer the earned reward to the digital wallet that you designate or have connected to the applicable Product. We reserve the right to change, modify, discontinue or cancel any rewards programs (including the frequency and criteria for earning such User Rewards), at any time and without notice to you.
We are not registered with the U.S. Securities and Exchange Commission as a securities exchange or in any other capacity. You understand and acknowledge that we do not broker trading orders on your behalf, and the execution or settlement of your trades occurs entirely on our public blockchains. As a result, we do not (and cannot) guarantee specific pricing execution through our Products or when using our Products, which routes trades across liquidity pools on the Protocol only. Any references in a Product to "best price" does not constitute a representation or warranty about pricing available through such Product, on the Protocol, or elsewhere.
Because we operate only on the Internet, it is necessary for you to consent to transact business with us online and electronically. As part of doing business with us, therefore, we also need you to consent to our providing you certain disclosures electronically via the Web App. By agreeing to this Agreement, you agree to receive electronically all documents, communications, notices, contracts, and agreements arising from or relating to your use of the Website and Service.
We may provide any notice to you under this Agreement using commercially reasonable means, including using public communication channels. Notices we provide by using public communication channels will be effective upon posting.
If any provision of this Agreement shall be determined to be illegal, invalid or unenforceable, in whole or in part, under any enactment or rule of law, such provision or part shall to that extent be deemed not to form part of this Agreement but the legality, validity or enforceability of the remainder of this Agreement shall not be affected.
You agree and understand that nothing in this Agreement shall be deemed to constitute, create, imply, give effect to, or otherwise recognize a partnership, employment, joint venture, or formal business entity of any kind; and the rights and obligations of the parties shall be limited to those expressly set forth herein. Except for the indemnity and exculpation provisions herein, nothing expressed in, mentioned in, or implied from this Agreement is intended or shall be construed to give any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to this Agreement to enforce any of its terms which might otherwise be interpreted to confer such rights to such persons, and this Agreement and all representations, warranties, covenants, conditions and provisions hereof are intended to be and are for the exclusive benefit of you and us.
We may terminate this Agreement immediately by written notice, without penalty or payment of termination charges, if you breach any of the terms of this Agreement, or if you fail to meet our KYC standards and requirements. For the avoidance of doubt, unless expressly provided for in this Agreement, the termination of this Agreement shall not entitle you to a refund of any payments made for the Products / on the Interface.
No failure on the part of any party to this Agreement to exercise, and no delay on its part in exercising, any right or remedy under this Agreement will operate as a waiver thereof, and any single or partial exercise of any right or remedy shall not preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.
A person who is not party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 2001 to enforce any term of this Agreement, but this does not affect any right or remedy of a third party which exists or is available apart from the said Act.