Terms of Service

December 20, 2021

OUR SERVICES SHALL NOT BE OFFERED TO PERSONS OR ENTITIES WHO RESIDE IN, ARE CITIZENS OF, ARE INCORPORATED IN, OR HAVE A REGISTERED OFFICE IN THE UNITED STATES OF AMERICA, SINGAPORE, PEOPLE’S REPUBLIC OF CHINA, RUSSIA, OR ANY RESTRICTED JURISDICTION. WE DO NOT MAKE EXCEPTIONS. THEREFORE, IF YOU ARE RESTRICTED, DO NOT ATTEMPT TO USE OR USE THE SITE. USE OF A VIRTUAL PRIVATE NETWORK (E.G., A VPN) TO USE OUR SERVICES FROM THE UNITED STATES OF AMERICA, SINGAPORE, THE PEOPLE’S REPUBLIC OF CHINA, RUSSIA, OR ANY OTHER RESTRICTED JURISDICTION IS PROHIBITED.

In these Terms of Service Agreement (the “Agreement”), “OpenLeverage”, "we", “our”, and "us" refers to OpenLeverage.finance, owner and operator of the website https://openleverage.finance ("the Site"), which provides access to a decentralized protocol on the Ethereum blockchain that allows users suppliers and borrowers of digital assets to participate in virtually automated market makers (the “Protocol”). These Terms apply to you (“you” or “your”) as a user of OpenLeverage front-end, including all the products, services, tools, and information made available by OpenLeverage.

This Agreement explains the terms and conditions you may access and use the Site. You must read this Agreement carefully. By using the Site in any capacity, you signify that you have read, understand, and agree to be bound by this Agreement in its entirety. The Terms contain important information, including a Binding Arbitration Provision and a Class Action Waiver, both of which impact your rights as to how disputes are resolved. If you do not agree, you are not authorized to access or use the Site.

1. Modification of this Agreement

In our sole discretion, we reserve the right to modify this Agreement from time to time. If we make any modifications, we will notify you by updating the date at the top of the Agreement. All modifications will be effective when they are posted, and your continued use of the Site will serve as confirmation of your acceptance of those modifications. If you do not agree with any changes to this Agreement, you must immediately stop accessing and using the Site.

We reserve the right to disable access to the Site at any time in the event of any breach of the Agreement, including without limitation, if we reasonably believe that you, at any time, fail to satisfy the eligibility requirements outlined in the Agreement. Further, we reserve the right to limit or restrict access to the Site by any person or entity, or within any geographic area or legal jurisdiction, at any time and at our sole discretion. We will not be liable to you for any losses or damages you may suffer as a result of or in connection with the Site being inaccessible to you at any time or for any reason.

2. Eligibility

To access or use the Site, you must be able to form a legally binding contract with us. You represent and warrant to OpenLeverage the following:

• You are at least eighteen years old 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 Site.

• If you are entering into these Terms to connect your wallet to the Site, then you are not a person or entity who reside in, is a citizen of, is incorporated in the United States of America, Singapore, People's Republic of China, Russia, or where your use of the Site would be illegal or otherwise violate any applicable law, rule, statute, regulation, by-law or equivalent.

• Your access and use of the Site will fully comply with all applicable laws and regulations, and that you will not access or use the Site to conduct, promote, or otherwise facilitate any illegal activity.

3. Fees and Charges

In connection with your use of the Site, you are required to pay all fees necessary for interacting with the Ethereum blockchain, including "gas" costs, as well as all other fees reflected on the Site at the time of your use of the Services. Although we attempt to provide accurate fee information, this information reflects our estimates of fees, which may vary from the actual fees paid to use the Services and interact with the Ethereum blockchain.

You acknowledge and agree that OpenLeverage has no control over any transactions on the Protocol, the payment method of any transactions, or any actual payments of transactions. Accordingly, you must ensure that you have a sufficient balance of the applicable cryptocurrency funds to complete any transaction before initiating such transactions.

4. Proprietary Rights

We own all intellectual property and other rights in the Site and its contents, including (but not limited to) software, text, images, trademarks, service marks, copyrights, patents, and designs. You may not copy, modify, adapt, rent, license, sell, publish, distribute, or otherwise permit any third party to access or use the Site or any of its contents unless expressly authorized by us. Provided that you are eligible, you are hereby granted a single, personal, limited license to access and use the Site. This license is non-exclusive, non-transferable, and freely revocable by us at any time without notice or cause. Use of the Site or its contents for any purpose not expressly permitted by this Agreement is strictly prohibited. Accessing or using the Site does not constitute a grant to you of any proprietary intellectual property or other rights in the Site or its contents. You will retain ownership of all copyright in data you upload or submit to the Site. You grant us a worldwide, royalty-free, irrevocable license to use, copy, distribute or publish and send this data in any manner.

5. Privacy

Although we will comply with all valid subpoena requests, we will carefully consider each request to ensure that it comports with the spirit and letter of the law, and we will not hesitate to challenge invalid, overbroad, or unconstitutional requests as appropriate. We use commercially reasonable safeguards to preserve the integrity and security of your personally identifiable information ("PII") and aggregate data. However, we cannot guarantee that unauthorized third parties will never be able to obtain or use your PII or aggregate data for improper purposes. You acknowledge that you provide your PII and aggregate data at your own risk. By accessing and using the Site, you understand and consent to our collection, use, and disclosure of your PII and aggregate data.

6. Prohibited Activity

You agree not to engage in, or attempt to engage in, any of the following categories of prohibited acts in relation to your access and use of the Site:

• Activities that infringe on or violate any copyright, trademark, service mark, patent, right of publicity, right of privacy, or other proprietary or intellectual property rights under the law.

• Activities that seek 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.

• Activities that seek to defraud us or any other person or entity, including (but not limited to) providing any false, inaccurate, or misleading information to obtain the property of another unlawfully.

• Activities that violate any applicable law, rule, or regulation concerning the integrity of trading markets, including (but not limited to) the manipulative tactics commonly known as "spoofing" and "wash trading".

• Activities that violate any applicable law, rule, or regulation of the United States or another relevant jurisdiction, including (but not limited to) the restrictions and regulatory requirements imposed by U.S. law.

7. Professional Advice

All information provided by the Site 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 in the Site. Before you make any financial, legal, or other decisions involving the Site, you should seek independent professional advice from a licensed and qualified individual in the area for which such advice would be appropriate.

8. No Fiduciary Duties

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 we owe you are those set out expressly in this Agreement.

9. No Warranties

The Site is 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 the Site and Protocol is at your own risk. We do not represent or warrant that access to the Site will be continuous, uninterrupted, timely, or secure; that the information contained in the Site will be accurate, reliable, complete, or current; or that the Site 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 the Site. We do not endorse, guarantee, or assume responsibility for any advertisements, offers, or statements made by third parties concerning the Site.

10. Compliance Obligations

By accessing or using the Site, you agree that you are solely and entirely responsible for compliance with all laws and regulations that may apply to you. You may not use the Site if you are a citizen, resident, or member of any jurisdiction or group subject to economic sanctions by the United States or if your use of the Site would be illegal or otherwise violate any applicable law. You confirm that:

• You are not a resident, national, or agent of Antigua and Barbuda, Algeria, Bangladesh, Bolivia, Belarus, Burundi, Myanmar (Burma), Cote D'Ivoire (Ivory Coast), Crimea and Sevastopol, Cuba, Democratic Republic of Congo, Ecuador, Iran, Iraq, Libya, Liberia, Mali, Morocco, Magnitsky, Nepal, North Korea, Russia, Somalia, Sudan, Syria, Venezuela, Yemen, Zimbabwe or any other country to which the United States, the United Kingdom or the European Union embargoes goods or imposes similar sanctions.

• You are not a member of any sanctions list or equivalent maintained by the United States government, the United Kingdom government, the European Union, or the United Nations. And you do intend to transact with any person listed on any sanctions list mentioned above.

11. Assumption of Risk

By accessing and using the Site, you represent that you 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 bitcoin (BTC), ether (ETH), and other digital tokens such as those following the Ethereum Token Standard (ERC-20). You further understand that the markets for these digital assets are highly volatile due to factors including (but not limited to) adoption, speculation, technology, security, and regulation. You acknowledge that the cost and speed of transacting with cryptographic and blockchain-based systems such as Ethereum are variable and may increase dramatically at any time. You further acknowledge the risk that your digital assets may lose some or all of their value while they are supplied to the Protocol. If you borrow digital assets from the Protocol, you will have to provide your digital assets as collateral. If your collateral declines in value such that it is no longer sufficient to secure the amount you borrowed, others may interact with the Protocol to seize your collateral in a liquidation event. You further 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 you experience while accessing or using the Site. Accordingly, you understand and agree to assume full responsibility for all of the risks of accessing and using the Site and interacting with the Protocol.

12. Third-Party Resources and Promotions

The Site 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. Third parties may offer promotions related to your access and use of the Site. We do not endorse or assume any responsibility for 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. Your use of a third-party site may be governed by the terms and conditions of that third-party site, and you expressly relieve us of any and all liability arising from your use of any such resources or participation in any such promotions.

13. Release of Claims

You expressly agree that you assume all risks in connection with your access and use of the Site and your interaction with the Protocol. 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 the Site and your interaction with the Protocol.

14. Indemnity

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 the Site; (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; and (c) any other party’s access and use of the Site with your assistance or using any device or account that you own or control.

15. Limitations of Liability

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 the Site, nor will we be responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access or use of the Site or the information contained within it.

• You are responsible for configuring your information technology, computer programs, and platform to access the Site. You should use your virus protection software. We do not guarantee that the Site will be secure or free from bugs or viruses.

• We cannot promise that the use of the Site, or any content taken from the Site, will not infringe the rights of any third party.

• The content and materials available on the Site are for informational purposes only and are not intended to address your particular requirements. In particular, the content and materials available on the Site do not constitute any form of advice or recommendation by us, should not be regarded as an offer, solicitation, invitation, or recommendation to buy or sell investments, securities, or any other financial services and is not intended to be relied upon by you in making any specific investment or other decisions. We recommend that you seek independent professional advice from a licensed and qualified individual in the area before making any such decision.

• Nothing included in the site constitutes an offer or solicitation to sell or distribute investments and related services to anyone in any jurisdiction.

• From time to time, references may be made to the data we have gathered. These references may be selective or may be partial. As markets change continuously, previously published information and data may not be current and should not be relied upon.

16. Dispute Resolution

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 cannot reach an informal resolution within sixty days of your email, you and we both agree to resolve the potential dispute according to the process set forth below.

Any claim or controversy arising out of or relating to the Site, 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 under the JAMS Optional Expedited Arbitration Procedures. You understand that you are required to resolve all Disputes by binding arbitration. The arbitration shall be held confidential before a single arbitrator, who shall be selected pursuant to JAMS rules. The arbitration will be held in San Francisco, California, unless either party decides to have it elsewhere. Unless we agree otherwise, the arbitrator may not consolidate your claims with those of any other party. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

17. Governing Law

You agree that the laws of the Republic of Seychelles, without regard to principles of conflict of laws, govern the Terms and any dispute between you and us.

18. Entire Agreement

The Terms, including the Privacy Policy, constitute the entire agreement between you and us with respect to the subject matter hereof, including the Site. The Terms, including the Privacy Policy, supersede any and all prior or contemporaneous written and oral agreements, communications, and other understandings relating to the subject matter of the Terms.

Contact Us

Should you have any questions about these Terms or wish to contact us for any reason, please do so by sending us an email at [email protected].