FLUIDEFI INC. TERMS OF USE 

Effective Date: November 1, 2021

PLEASE READ THIS TERMS OF USE AGREEMENT (THE “TERMS OF USE”) CAREFULLY AS IT IS A BINDING AGREEMENT BETWEEN YOU AND FLUIDEFI INC. (“FLUIDEFI,” “WE,” OR “US”) CONCERNING YOUR ACCESS TO AND USE OF THE FLUIDEFI WEBSITE (FLUIDEFI.COM AND FLUIDEFI.IO) (THE “WEBSITE”) AND DECENTRALIZED FINANCE (“DEFI”) WEB-HOSTED PLATFORM AND DASHBOARD (THE “PLATFORM”), AS WELL AS ANY OTHER WEBSITE, COMMUNITY, BLOG, MEDIA FORM, MEDIA CHANNEL, OR MOBILE WEBSITE RELATED, LINKED, OR OTHERWISE CONNECTED THERETO (EACH A “SERVICE” AND COLLECTIVELY, THE “SERVICES”). BY CLICKING ON THE “Log In” BUTTON, CONNECTING YOUR WALLET (AS DEFINED HEREIN), AND/OR BROWSING, ACCESSING OR USING ANY CONTENT, INFORMATION, SERVICES, FEATURES OR RESOURCES AVAILABLE OR ENABLED VIA THE WEBSITE OR SERVICES, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF USE, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH FLUIDEFI, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS OF USE. THE TERM “YOU” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, THAT IS USING OR ACCESSING THE SERVICES OR THAT IS IDENTIFIED AS THE USER WHEN YOU REGISTERED ON THE WEBSITE. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THIS WEBSITE OR THE SERVICES.

You should be aware that the risk of loss in trading or holding digital currencies can be substantial. As with any asset, the value of digital currencies can go up or down and there can be a substantial risk that you lose money buying, selling, holding, or investing in digital currencies. Any information provided on the Website or the Platform shall remain on a purely informative basis and shall not, in any case whatsoever, constitute any financial, securities, or investment advice. Your access or use of the Website and Platform shall be at your own risk and peril.

Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in the Terms of Use or will be presented to you for your acceptance when you sign up to use the supplemental Service. If the Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service. The Terms of Use and any applicable Supplemental Terms are referred to herein as the “Agreement.”

The Services primarily consist, without limitation, of the Website and Platform, which allow you to connect a digital wallet (your “Wallet”) in order to track and monitor a blockchain-based portfolio, including assets, debts, liquidity, pools, staking, claimable rewards and yield farming activities, as well as to exchange, invest and re-balance between supported DeFi platforms. The Platform also allows you to access certain supported DeFi applications such as Uniswap, SushiSwap, Pancakeswap, LuxSwap, yearn.finance, Balancer, Curve, or any other DeFi application (each, an “Ecosystem Partner”) and uses DeFi shortcut smart contracts that bundle cross-protocol actions to help you access unique investment opportunities in less time.

FLUIDEFI IS A NON-CUSTODIAL PLATFORM AND DOES NOT HAVE ACCESS TO YOUR PRIVATE KEY AND CANNOT INITIATE A TRANSFER OF YOUR DIGITAL CURRENCIES OR OTHERWISE ACCESS YOUR DIGITAL CURRENCIES. FLUIDEFI IS NOT A BROKER OR INTERMEDIARY AND IS IN NO WAY YOUR AGENT, ADVISOR, OR CUSTODIAN, AND WE DO NOT HAVE A FIDUCIARY RELATIONSHIP OR OBLIGATION TO YOU REGARDING ANY DECISIONS OR ACTIVITIES THAT YOU EFFECT WHEN USING YOUR WALLET OR OUR SERVICES. WE ARE NOT RESPONSIBLE FOR ANY ACTIVITIES THAT YOU ENGAGE IN WHEN USING YOUR WALLET, AND YOU SHOULD UNDERSTAND THE RISKS ASSOCIATED WITH ETHEREUM OR ANY DIGITAL CURRENCIES. UNLESS EXPLICITLY PROVIDED IN WRITING, WE DO NOT HOST OR MAINTAIN ECOSYSTEM PARTNERS ACCESSIBLE ON OUR SERVICES AND DO NOT PARTICIPATE IN ANY TRANSACTIONS ON SUCH ECOSYSTEM PARTNERS, RECOMMEND, ENDORSE, OR OTHERWISE TAKE A POSITION ON YOUR USE OF THEIR SERVICES.

PLEASE NOTE THAT THE AGREEMENT IS SUBJECT TO CHANGE BY FLUIDEFI IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, FLUIDEFI will make a new copy of the Terms of Use available within the Services and any new Supplemental Terms will be made available from within, or through, the affected Service. We will also update the “Last Updated” date at the top of the Terms of Use. Any changes to the Agreement will be effective immediately for new users of the Website and/or Services and will be effective thirty (30) days after posting notice of such changes on the Website and/or Services for existing users of the Services. FLUIDEFI may require you to provide consent to the updated Agreement in a specified manner before further use of the Website and/or the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Website and/or the Services. Otherwise, your continued use of the Website and/or Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.

For the purposes of these Terms of Use, Services shall include a cloud-based software as a service (SAAS) platform for professional investors and financial institutions to manage, transact, transfer and track digital assets and digital pools. You further understand that the Services are intended for market exempt dealers, institutional and professional investors, financial institutions, or regulated entities or individuals with securities or investor protection regulator government agencies or self-regulatory organizations.

1. USE OF THE SERVICES AND FLUIDEFI PROPERTIES. The Services and the information and content available in the Services (collectively, the “FLUIDEFI Properties”) are protected by copyright laws throughout the world. Subject to the Agreement, FLUIDEFI grants you a limited license to use FLUIDEFI Properties and reproduce portions of FLUIDEFI Properties for the sole purpose of using the Services for your personal or internal business purposes. Unless otherwise specified by FLUIDEFI in a separate license, your right to use any and all FLUIDEFI Properties is subject to the Agreement.

1.1 Updates. You understand that FLUIDEFI Properties are evolving. You acknowledge and agree that FLUIDEFI may update FLUIDEFI Properties with or without notifying you. You may need to update third-party software from time to time in order to use FLUIDEFI Properties.

1.2 Certain Restrictions. The rights granted to you in the Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit FLUIDEFI Properties or any portion of FLUIDEFI Properties, except as expressly stated herein; (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other FLUIDEFI Properties (including images, text, page layout or form) of FLUIDEFI; (c) you shall not use any metatags or other “hidden text” using FLUIDEFI’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of FLUIDEFI Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Services (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) except as expressly stated herein, no part of FLUIDEFI Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in FLUIDEFI Properties. Any future release, update or other addition to FLUIDEFI Properties shall be subject to the Agreement. FLUIDEFI, its suppliers and service providers reserve all rights not granted in the Agreement. Any unauthorized use of any FLUIDEFI Property terminates the licenses granted by FLUIDEFI pursuant to the Agreement.

2. REGISTRATION.

2.1 Connecting Your Wallet. In order to use the Platform and access certain features of FLUIDEFI Properties you must already have a Wallet that is supported in the Services. You cannot create a Wallet using the Services.

2.2 Registration. In order to access certain features of FLUIDEFI Properties, you may be required to become a registered user. 

2.3 Connected Content. You hereby authorize FLUIDEFI to receive and/or access any and all information from your Wallet necessary for FLUIDEFI to provide the functionality of the Platform and Services. You represent that you are entitled to grant FLUIDEFI access to your Wallet (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the Wallet. By granting FLUIDEFI access to your Wallet, you understand that FLUIDEFI may access and make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through FLUIDEFI Properties (“Content”) or personal financial data that you have provided to and stored in your Wallet, as applicable (collectively, the “Connected Content”), so that it is available on and through the FLUIDEFI Properties via your Wallet. Please note that if a Wallet or associated service becomes unavailable, or FLUIDEFI’s access to such Wallet is terminated by the third-party service provider, then Connected Content will no longer be available on and through FLUIDEFI Properties, and the functionality of the Platform and Services may cease. Unless otherwise specified in the Agreement, all Connected Content shall be considered to be Your Content (as defined in Section 3 (Types of Content)) for all purposes of the Agreement. You have the ability to disable the connection between the Services and your Wallet at any time by logging out of your Wallet. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR WALLETS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND FLUIDEFI DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH WALLETS. FLUIDEFI makes no effort to review any Connected Content for any purpose, including but not limited to, for accuracy, legality or noninfringement, and FLUIDEFI is not responsible for any Connected Content.

2.4 Representations. You represent that you are (i) at least eighteen (18) years old; (ii) of legal age to form a binding contract; and (iii) not a person barred from using FLUIDEFI Properties under the laws of the Province of Quebec and applicable federal laws of Canada, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur during your use of the Services. You agree that you shall monitor your use of the Services to restrict use by minors, and you will accept full responsibility for any unauthorized use of FLUIDEFI Properties by minors.

2.5 Necessary Equipment and Software. You must provide all equipment and software necessary to connect to FLUIDEFI Properties, including but not limited to any hardware device required to connect your Wallet (such as a Ledger Hardware device) or a mobile device that is suitable to connect with and use FLUIDEFI Properties, in cases where the Services offer a mobile component. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing FLUIDEFI Properties. You will be responsible for keeping your hardware devices, including your mobile device, secure and for any activity associated with such devices and your Wallet when using our Services. FLUIDEFI will not be responsible if someone else accesses your devices and authorizes a transaction upon receipt of a valid transfer initiated from the Services.

3. RESPONSIBILITY FOR CONTENT. Types of Content. You acknowledge that all Content, including FLUIDEFI Properties, is the sole responsibility of the party from whom such Content originated. This means that you, and not FLUIDEFI, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through FLUIDEFI Properties (“Your Content”), and that you, as a registered user, and other registered users of FLUIDEFI Properties, and not FLUIDEFI, are similarly responsible for all Content that you and they Make Available through FLUIDEFI Properties (“User Content”).

4. OWNERSHIP.

4.1 FLUIDEFI Properties. Except with respect to any Open Source Software, your Wallet, Your Content, Connected Content, and User Content, you agree that FLUIDEFI and its suppliers own all rights, title and interest in FLUIDEFI Properties (including but not limited to, the Website, Platform, any computer code, themes, objects, characters, character names, stories, dialogue, concepts, artwork, animations, sounds, musical compositions, audiovisual effects, methods of operation, moral rights, documentation, and software). You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any FLUIDEFI Properties.

4.2 Open Source Software. You acknowledge that the Services may use, incorporate or link to certain open-source components (“Open Source Software”) and that your use of the Services is subject to, and you will comply with any, applicable “open source” or “free software” licenses. Some of the Open Source Software is owned by third parties. Each item of Open Source Software is licensed under the terms of the end-user license that accompanies such Open Source Software. Nothing in this Agreement limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for the Open Source Software. If required by any license for particular Open Source Software, FLUIDEFI makes such Open Source Software, and FLUIDEFI’s modifications to that Open Source Software, available by written request at the notice address specified below.

4.3 Your Wallet. You are the sole owner of the digital currency in your Wallet and may elect to extract your private key from the Services or otherwise transfer your digital currency to another Wallet or platform at any time.

4.4 Trademarks. “FLUIDEFI” is a registered trademark US Serial Number: 90335238 and US Registration Number: 6549191 . “Fluidefi”, and all related graphics, logos, service marks and trade names used on or in connection with any FLUIDEFI Properties or in connection with the Services are trademarks of FLUIDEFI and may not be used without permission in connection with your, or any third party, products or services. Other trademarks, service marks and trade names that may appear on or in FLUIDEFI Properties are the property of their respective owners.

4.5 Your Content. FLUIDEFI does not claim ownership of Your Content. However, when you as a registered user post or publish Your Content on or in FLUIDEFI Properties, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content.

4.6 Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to FLUIDEFI through E-mail, Slack, Discord or otherwise through the Website or its suggestion, feedback, feature request, blog, community, forum, or similar pages (“Feedback”) is at your own risk and that FLUIDEFI has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to FLUIDEFI a fully-paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of FLUIDEFI Properties and/or FLUIDEFI’s business.

5. USER CONDUCT. As a condition of use, you agree not to use FLUIDEFI Properties for any purpose that is prohibited by this Agreement or by applicable law. You shall not (and shall not permit any third party) either to (a) take any action or (b) Make Available any Content on or through FLUIDEFI Properties that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (iv) involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without FLUIDEFI’s prior written consent; (v) impersonates any person or entity, including any employee or representative of FLUIDEFI; (vi) interferes with or attempts to interfere with the proper functioning of FLUIDEFI Properties or uses FLUIDEFI Properties in any way not expressly permitted by this Agreement; (vii) jeopardizes the security of your Wallet or anyone else’s (such as allowing someone else to log in to the Services as you); (viii) attempts, in any manner, to obtain the private key, password, account, or other security information from any other user; (ix) attempts to access another user’s Wallet, private key or other security information on any third-party site or services that provide access to such user’s Wallet or private key on our Services; or (x) attempts to engage in, or engages in, any potentially harmful acts that are directed against FLUIDEFI Properties, including but not limited to violating or attempting to violate any security features of FLUIDEFI Properties, using manual or automated software or other means to access, “scrape,” “crawl” or “spider” any pages contained in FLUIDEFI Properties, introducing viruses, worms, or similar harmful code into FLUIDEFI Properties, or interfering or attempting to interfere with use of FLUIDEFI Properties by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” FLUIDEFI Properties.

6. INVESTIGATIONS. FLUIDEFI may, but is not obligated to, monitor or review FLUIDEFI Properties and Content at any time. Without limiting the foregoing, FLUIDEFI shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if such Content violates the Agreement or any applicable law. Although FLUIDEFI does not generally monitor user activity occurring in connection with FLUIDEFI Properties or Content, if FLUIDEFI becomes aware of any possible violations by you of any provision of the Agreement, FLUIDEFI reserves the right to investigate such violations, and FLUIDEFI may, at its sole discretion, immediately terminate your license to use FLUIDEFI Properties, or change, alter or remove Your Content, in whole or in part, without prior notice to you.

7. INTERACTIONS WITH OTHER USERS.

7.1 User Responsibility. You are solely responsible for your interactions with other registered users and any other parties with whom you interact; provided, however, that FLUIDEFI reserves the right, but has no obligation, to intercede in such disputes. You agree that FLUIDEFI will not be responsible for any liability incurred as the result of such interactions.

7.2 Content Provided by Other Users. FLUIDEFI Properties may contain User Content provided by other registered users. FLUIDEFI is not responsible for and does not control User Content. FLUIDEFI has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to, User Content. You use all User Content and interact with other registered users at your own risk.

8. INDEMNIFICATION. You agree to indemnify and hold FLUIDEFI, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “FLUIDEFI Party” and collectively, the “FLUIDEFI Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) Your Content; (b) your use of, or inability to use, any FLUIDEFI Property; (c) your violation of the Agreement; (d) your violation of any rights of another party, including any registered users; or (e) your violation of any applicable laws, rules or regulations. FLUIDEFI reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with FLUIDEFI in asserting any available defenses. This provision does not require you to indemnify any of the FLUIDEFI Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Website or any Services provided hereunder. You agree that the provisions in this section will survive any termination of your account, the Agreement and/or your access to FLUIDEFI Properties.

9. ASSUMPTION OF RISK. In order to be successfully completed, any digital currency transaction created with or sent to your Wallet must be confirmed and recorded in a blockchain associated with the relevant digital currency. FLUIDEFI has no control over any blockchain and therefore cannot and does not ensure that any transaction details that you submit or receive via our Services will be confirmed on the relevant blockchain and does not have the ability to facilitate any cancellation or modification requests. In addition, certain Ecosystem Partners may involve complex financial transactions that entail a high degree of risk. You accept and acknowledge that you take full responsibility for all activities that occur under your Wallet and accept all risks of loss or any authorized or unauthorized access to your Wallet, to the maximum extent permitted by law. You further accept and acknowledge that:

9.1 You (a) have the necessary technical expertise and ability to review and evaluate the security, integrity and operation of your Wallet; (b) have the knowledge, experience, understanding, professional advice and information to make your own evaluation of the merits, risks and applicable compliance requirements under applicable laws of any use of your Wallet; (c) know, understand and accept the risks associated with your Wallet; and (d) accept the risks associated with Ethereum generally, and are responsible for conducting your own independent analysis of the risks specific to Ethereum. You further agree that FLUIDEFI will have no responsibility or liability for such risks. You hereby irrevocably waive, release and discharge all claims, whether known or unknown to you, against FLUIDEFI, its affiliates and their respective shareholders, members, directors, officers, employees, agents and representatives related to any of the risks set forth herein.

9.2 The prices of blockchain assets are extremely volatile. FLUIDEFI makes no warranties as to the markets in which digital currencies are transferred, purchased, or traded.

9.3 You are solely responsible for determining what, if any, taxes apply to your digital currency transactions. FLUIDEFI is not responsible for determining the taxes that apply to digital currency transactions.

9.4 FLUIDEFI does not store, send, or receive digital currencies or funds. This is because digital currencies exist only by virtue of the ownership record maintained on their supporting blockchain. Any transfer of digital currencies occurs within the supporting blockchain and not in the Services. The transaction details you submit via the Services may not be completed, or may be substantially delayed, by the relevant blockchain used to process the transaction. Once transaction details have been submitted to a blockchain, FLUIDEFI cannot assist you to cancel or otherwise modify your transaction or transaction details. There are no warranties or guarantees that a transfer initiated on the Services will successfully transfer title or right in any digital currencies.

9.5 There are risks associated with using an Internet-based currency, including but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your Wallet. You accept and acknowledge that FLUIDEFI will not be responsible for any communication failures, disruptions, errors, distortions or delays or losses you may experience when using digital currencies, however caused.

9.6 The regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Services and the utility of digital currencies.

9.7 FLUIDEFI makes no guarantee as to the functionality of any blockchain’s decentralized governance, which could, among other things, lead to delays, conflicts of interest, or operational decisions that are unfavorable to certain owners of digital currencies. You acknowledge and accept that the protocols governing the operation of a blockchain may be subject to sudden changes in operating rules which may materially alter the blockchain and affect the value and function of digital currencies evidenced on that blockchain.

9.8 FLUIDEFI makes no guarantee as to the security of any blockchain. FLUIDEFI is not liable for any hacks, double spending, stolen digital currencies, or any other attacks on a blockchain.

9.9 The Services rely on, and FLUIDEFI makes no guarantee or warranties as to the functionality of, or access, to any third-party Wallet platforms (such as Metamask and Ledger) or Ecosystem Partners to perform any transactions.

10. DISCLAIMER OF WARRANTIES AND CONDITIONS.

10.1 As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF FLUIDEFI PROPERTIES IS AT YOUR SOLE RISK, AND FLUIDEFI PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. FLUIDEFI PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE FLUIDEFI PROPERTIES. FLUIDEFI PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) FLUIDEFI PROPERTIES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF FLUIDEFI PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF FLUIDEFI PROPERTIES WILL BE ACCURATE OR RELIABLE. ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH FLUIDEFI PROPERTIES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS FLUIDEFI PROPERTIES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT. THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. FLUIDEFI MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM FLUIDEFI OR THROUGH FLUIDEFI PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

FLUIDEFI DOES NOT RECOMMEND, ENDORSE, ADVOCATE OR SPONSOR ANY OF THE LIQUIDITY POOLS, DIGITAL CURRENCY PAIRS OR DIGITAL CURRENCY TRANSACTIONS APPEARING ON OR MADE THROUGH THE FLUIDEFI PROPERTIES. FLUIDEFI IS NOT AN AUTHORIZED FINANCIAL ADVISOR OR REPRESENTATIVE AND DOES NOT GIVE TAX, EMPLOYMENT, OR INVESTMENT ADVICE. ANY PRICE INFORMATION, QUOTES, FORECASTS, RETURN ESTIMATES, OR INDICATIONS OF PAST PERFORMANCE ARE FOR INFORMATION PURPOSES ONLY AND DO NOT GUARANTEE FUTURE PERFORMANCE AND DO NOT CONSTITUTE AN OFFER TO BUY OR SELL OR ANY SOLICITATION OF AN OFFER TO BUY OR SELL ANY CURRENCIES, CURRENCY PAIRS, OR OTHER PROPERTY, NOR TO ENTER INTO ANY DIGITAL CURRENCY TRANSACTION. YOU AGREE THAT THE FLUIDEFI PROPERTIES SHALL NOT SERVE AS THE PRIMARY BASIS FOR ANY OF YOUR DECISIONS, AND FLUIDEFI SHALL NOT BE OR BE DEEMED TO BE YOUR FINANCIAL ADVISOR OR FIDUCIARY. FLUIDEFI STRONGLY ADVISES YOU TO OBTAIN ADVICE AND ASSISTANCE FROM A SECURITIES, COMMODITIES, OR FINANCIAL SERVICES PROFESSIONAL, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC INDEX, REPORT, RESEARCH, FORECAST, OPINION, ADVICE, DATA OR OTHER CONTENT.

10.2 No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT FLUIDEFI PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD FLUIDEFI PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL WEBSITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. FLUIDEFI MAKES NO WARRANTY THAT THE GOODS OR SERVICES PROVIDED BY THIRD PARTIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. FLUIDEFI MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SUCH GOODS OR SERVICES, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONNECTED CONTENT OBTAINED THROUGH FLUIDEFI PROPERTIES.

10.3 Notwithstanding anything to the contrary in these Terms of Use, FLUIDEFI shall be under no obligation to inquire into and shall not be liable for any damages, other liabilities or harm to any person or entity relating to (i) the ownership, validity or genuineness of any digital currency; (ii) the collectability, insurability, effectiveness, marketability or suitability of any digital currency; or (iii) any losses, delays, failures, errors, interruptions or loss of data occurring directly or indirectly by reason of circumstances beyond FLUIDEFI’s control, including without limitation the failure of a blockchain, third-party services provider, or Ecosystem Partner.

11. LIMITATION OF LIABILITY.

11.1 Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL FLUIDEFI PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, ETHER OR OTHER VIRTUAL CURRENCY, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT FLUIDEFI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF FLUIDEFI PROPERTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (a) THE USE OR INABILITY TO USE FLUIDEFI PROPERTIES; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH FLUIDEFI PROPERTIES; (c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (d) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON FLUIDEFI PROPERTIES; OR (e) ANY OTHER MATTER RELATED TO FLUIDEFI PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY OF A FLUIDEFI PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A FLUIDEFI PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A FLUIDEFI PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION. FLUIDEFI DOES NOT IN ANY WAY SEEK TO EXCLUDE OR LIMIT LIABILITY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY FLUIDEFI’S NEGLIGENCE; (ii) FRAUD OR FRAUDULENT MISREPRESENTATION; OR (iii) ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY ENGLISH, EU LAW, OR ANY APPLICABLE LAW.

11.2 Exclusion of Damages. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

12. TERM AND TERMINATION.

12.1 Term. The Agreement commences on the date when you accept these Terms of Use (as described in the preamble above) and remain in full force and effect while you use FLUIDEFI Properties, unless terminated earlier in accordance with the Agreement.

12.2 Termination of Services by FLUIDEFI. FLUIDEFI is free to terminate (or suspend access to) your use of the Services for any reason at our discretion, including your breach of these Terms of Use. FLUIDEFI has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms of Use. If we suspend your use of the Services, you may continue to access your Wallet directly or through other services not hosted by us. FLUIDEFI will not have any liability whatsoever to you for any suspension or termination.

12.3 Termination of Services by You. If you want to terminate the Services provided by FLUIDEFI, you may do so by closing your account, if applicable, by providing written notice to us, and by logging out of all of the Services that you use at any time. You may continue to access your Wallet directly or through other services not hosted by us.

12.4 Survival. All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.

12.5 No Subsequent Use. If your ability to access FLUIDEFI Properties or any other FLUIDEFI community is discontinued by FLUIDEFI due to your violation of any portion of the Agreement or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to access FLUIDEFI Properties or any FLUIDEFI community through use of a different Wallet, member name or otherwise. In the event that you violate the immediately preceding sentence, FLUIDEFI reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.

13. INTERNATIONAL USERS. FLUIDEFI Properties can be accessed from countries around the world and may contain references to Services and Content that are not available in your country. These references do not imply that FLUIDEFI intends to announce such Services or Content in your country. FLUIDEFI Properties are controlled and offered by FLUIDEFI from its facilities in the Province of Quebec, Canada. FLUIDEFI makes no representations that FLUIDEFI Properties are appropriate or available for use in other locations. Those who access or use FLUIDEFI Properties from other countries do so at their own volition and are responsible for compliance with local law.

14. THIRD-PARTY SERVICES.

14.1 Third-Party Websites, Applications and Ads. FLUIDEFI Properties may contain links to third-party websites, applications, and advertisements for third parties (“Third-Party Services”) or may, in some cases, integrate them with our Services. When you click on a link to or access or use a Third-Party Service, FLUIDEFI will not warn you that you have left FLUIDEFI Properties and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Services are not under the control of FLUIDEFI. FLUIDEFI is not responsible for any Third-Party Services. FLUIDEFI provides these Third-Party Services only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services, or any product or service provided in connection therewith. You use all links in Third-Party Services at your own risk. When you leave our Website, this Agreement and our policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Services, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

15. GENERAL PROVISIONS.

15.1 Electronic Communications. The communications between you and FLUIDEFI may take place via electronic means, whether you visit FLUIDEFI Properties or send FLUIDEFI e-mails, or whether FLUIDEFI posts notices on FLUIDEFI Properties or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from FLUIDEFI in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that FLUIDEFI provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. 

15.2 Release. To the fullest extent provided by law, you hereby release FLUIDEFI Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of FLUIDEFI Properties, including but not limited to, any interactions with or conduct of other users or third-party websites of any kind arising in connection with or as a result of the Agreement or your use of FLUIDEFI Properties.

15.3 Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without FLUIDEFI’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

15.4 Force Majeure. FLUIDEFI shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

15.5 Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to FLUIDEFI Properties, please contact us at: contact@fluidefi.com. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.

15.6 Vulnerabilities. If you would like to report a vulnerability or have a security concern regarding our Platform, Website, or other aspects of our Services, please e-mail support@fluidefi.com.

15.7 Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and FLUIDEFI agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the courts located in the Province of Quebec, district of Montreal.

15.8 Governing Law. THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE PROVINCE OF QUEBEC, CONSISTENT WITH THE FEDERAL LAWS OF CANADA.

15.9 Notice. Where FLUIDEFI requires that you provide an e-mail address, you are responsible for providing FLUIDEFI with your most current e-mail address. In the event that the last e-mail address you provided to FLUIDEFI is not valid, or for any reason is not capable of delivering to you any notices required/permitted by the Agreement, FLUIDEFI’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to FLUIDEFI at the following address:

FLUIDEFI Inc.
4149 Rue de Mentana
Montreal, Quebec H2L 3S3 Canada
E-mail: contact@fluidefi.com

Such notice shall be deemed given when received by FLUIDEFI by e-mail, or by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

15.10 Waiver. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

15.11 Severability. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.

15.12 Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.