Your access and use of:
- All websites of Infinity, including https://www.infinity.exchange (including any subdomains), as well as all related smart contract and APIs provided by Infinity (collectively, the “Interfaces”); and
- All functionality and applications available through the Interfaces, such as the order book, matching engine, smart contracts, decentralized applications and other software and applications, whether provided by Infinity or another entity (collectively, “Applications” and together with the Interfaces, the “Products”), including your use of the Applications to submit instructions for cryptocurrencies and other digital assets (collectively “Digital Assets”), including entering into lending or borrowing positions (“Positions”); and
All other services that may be provided or available by or through Infinity or the Products from time to time (collectively, the “Services”).
You should read these Terms carefully. These Terms constitute a legally binding agreement between you and Infinity, contain important information, and set forth our respective rights and obligations, as well as our disclaimers and limitations of liability. These Terms also contain a binding arbitration provision and a class action waiver, which impact your rights as to how disputes are resolved. Our Services are available only if you completely agree with these Terms. When you click “I agree” to these Terms (or similar language), or otherwise access, use or receive Products or Services, you accept and agree to be bound by these Terms. If you do not accept and agree to these Terms completely, you should stop now and not access, use or receive the Services.
In these Terms, references to “you” mean you personally (where an individual accesses, uses or receives Products or Services) and any legal entity and its affiliates on behalf of which you submit instructions (where Services are accessed, used or received for or on behalf of a legal entity). References to “Infinity”, “we” or “our” mean Fairdell Enterprises Limited and its affiliates.
(a) The Interfaces. All Applications available via the Interfaces, including the order book, matching engine, smart contracts, decentralized applications, APIs and all other software that Infinity or a third party has developed for the lending or borrowing of Digital Assets (the “Protocols”). You do not buy or sell, and by accessing, using and/or receiving the Products, you agree that you are not buying, or selling, Digital Assets from or to Infinity or its affiliates.
Due to the non-custodial nature of the Products, we are not intermediaries, agents, advisors, or custodians, and we do not have a fiduciary responsibility or obligation to you regarding any other decisions or activities that affect you when using our Services. You understand that when you interact with Infinity, you retain control over your Digital Assets at all times.
(b) Non-Custodial Products and Services; Wallets; Gas Fees. The Products and the Services are purely non-custodial. Infinity and its affiliates never take custody, possession, or control of your Digital Assets at any time. Infinity has no liability for, the delivery, quality, safety, legality, or any other aspect of any Digital Assets that you may transfer to or from a third party. Infinity is not responsible for ensuring that any person or entity with whom you transact completes the transaction or is authorized to do so. You bear the entire risk of any problems you experience with transactions in Digital Assets using Products or Services.
To access and use the Protocols, you must use a non-custodial wallet on Ethereum that allows you to interact with public blockchains. Neither Infinity nor its affiliates provide Ethereum wallet software. We accept no responsibility for, or liability to you, in connection with your use of an Ethereum wallet and make no representations or warranties regarding how the Protocols will operate with any specific wallet. Your relationship with the provider of your non-custodial Ethereum wallet is governed solely by your agreement with that wallet provider.
You are solely responsible for the custody and security of the cryptographic private keys to your public Ethereum address, passwords, API keys, private keys associated with your non-custodial wallet and other related credentials. You should never share your wallet credentials or seed phrase with anyone. Neither Infinity nor its affiliates are responsible for any losses or expenses you may suffer if your wallets are compromised.
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 Infinity, you will be solely responsible to pay the Gas Fees for any transaction that you initiate via any of our Interfaces. Please note that Gas Fees are non-refundable.
2. Use of Services
Infinity does not provide Products or Services, and no Products or Services may be accessed, used or received by, any person or entity that is:
(a) A “US Person” (as defined under US Commodity Futures and Securities Laws). In the case of an individual, a person who is a resident of the United States. In the case of a legal entity, any entity organized or established under the laws of a state or other jurisdiction in the United States or which has its “principal place of business” in the United States;
(b) A “Canadian Person” (as defined under Canadian Securities Laws);
(c) An individual or entity that is not a “Corporate Professional Investors” or “Individual Professional Investors” (as defined under the Securities and Futures Ordinance) in the Hong Kong Special Administrative Region;
(d) A resident, citizen or agent of, or incorporated in, or have a registered office in Iran, Cuba, North Korea, Syria, Myanmar (Burma), the regions of Crimea, Donetsk or Luhansk, or any other country or region that is the subject of comprehensive country-wide or region-wide economic sanctions by the United States (collectively, “Restricted Territories”, and any such person or entity from the Restricted Territories, a “Restricted Person”);
(e) 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 (including th enlisted maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury) (collectively, “Sanctioned Person”);
(f) Intending to transact with any Restricted Person or Sanctioned Person;
Infinity does not make exceptions. If you are a Restricted Person or Sanctioned Person, do not attempt to access, use or receive any of the Products or Services. Use of any Virtual Private Network (“VPN”) or any other privacy or anonymization tools or techniques to circumvent, or attempt to circumvent, any restrictions that apply to the Products or Services is prohibited.
3. Changes in Services; Access; and Availability.
(a) Changes in Products and Services. The Products and the Services will evolve over time, which means Infinity may apply changes to, replace, or discontinue (temporarily or permanently) any or all of the Products or Services at any time in our sole discretion. Infinity reserves the right to review, modify, filter, delete and/or remove any content and information from the Products.
(b) Access. Infinity reserves the right to disable, modify access to, or restrict access to, any or all of the Products or Services at any time, including if you breach (or are reasonably likely to breach) these Terms.
(c) Availability. The Products and Services may be inaccessible or inoperable from time to time, including as a result of equipment malfunctions; periodic or unscheduled maintenance procedures or repairs by us or our suppliers or contractors; causes beyond the control of us or our suppliers or contractors, or that we and our suppliers and contractors could not reasonably foresee; disruptions and temporary or permanent unavailability of underlying blockchain infrastructure; or unavailability of third-party service providers or external partners for any reason.
We will not be liable to you for any losses or damages you may suffer as a result of or in connection with any or all Products or Services being inaccessible or unavailable to you at any time or for any reason, or for any changes in Products or Services.
4. Lending and Borrowing
(a) Your Responsibility for Instructions and Orders. You are solely responsible for all instructions and orders you submit through the Products or utilizing the Services. This means, at a minimum, that you must decide by yourself (or with your financial, tax and legal advisors) the appropriateness and terms of your instructions and orders, including in relation to your Health Score. You are solely responsible for any and all losses, damages, expenses and costs that you incur as a result of instructions and orders (or errors in instructions and orders) submitted by you or on your behalf.
(b) Correct Input. You are also responsible for ensuring that all instructions and orders are correctly input by you or on your behalf. We have no responsibility for any instructions or orders not received by us or the receipt of which are delayed by the methods you use to connect to the Products or Services. Neither Infinity nor its affiliates has or will conduct a suitability review of any instructions or orders you submit.
(c) Non-reliance on Information. All information provided on the Products in connection with your access, use and receipt of the Products or Services is for informational purposes only and should not be construed as professional advice. You should not take, or refrain from taking, any action based on any information contained on the Products, or that we otherwise make available at any time, including blog posts, data, articles, links to third-party content, discord content, news feeds, tutorials, tweets, and videos.
(d) Seek Independent Advice. Before you make any financial, legal, or other decisions involving the Products or Services, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate. Neither Infinity nor its affiliates is (1) acting as a lender, borrower, broker or dealer for any instructions or orders that you submit through the Products or by using the Services; (2) soliciting any instructions or orders; or providing any advice (including investment related advice or the advisability of Positions) to you. All instructions and orders are initiated solely by you. The pricing information and other data provided on or by the Interfaces or APIs does not represent an offer, a solicitation of an offer, or recommendation to enter into Positions with Infinity (other than the payment of fees to Infinity, if any).
(e) Not Available in all Countries; Compliance with Laws. Not all Products or Services may be available or appropriate in all jurisdictions. By accessing, using or receiving any Products or Services, you agree that you are solely and entirely responsible for compliance with all laws and regulations that may apply to you or to your access, use or receipt of Products or Services.
(f) Taxes. You are responsible for all tax consequences arising out of your access, use and receipt of Products or Services, such as income or capital gains tax, value-added tax, goods and services tax, and sales tax. It is your responsibility to determine whether taxes apply to any transactions you submit or receive and, if so, to report and/or remit the correct tax to the appropriate tax authority.
5. Promotions and Referrals
From time to time, Infinity and third parties may offer contests, promotions, sweepstakes, referral and other programs (“Promotions”) to all or a subset of Infinity users. It will be your choice whether to participate in any Promotion offered to you. All Promotions will be subject to separate terms, conditions, rules and eligibility requirements, which you will be required to review, accept and comply with as a condition to participation.
6. Third Party Materials, Services and Applications
Content, materials, products, services and other resources created by third parties may, from time to time, be made available through or for use on or with Products or Services, including https://www.infinity.exchange, and any hyperlink or address within, by hyperlink or by reference (collectively, the “Third Party Materials”). Third Party Materials, including are provided entirely “as-is,” and you assume all risk and liability for any Third Party Materials that you choose to access or otherwise use.
Infinity makes no representations or warranties and does not monitor, approve or endorse, or assume any responsibility for any Third Party Materials. You are responsible for complying with any additional restrictions on Third Party Materials that Infinity or the provider or developer of such Third Party Materials may communicate to you from time to time, including any such restrictions that may be contained in any license agreement you enter into with the provider or developer of such Third Party Materials.
You are responsible for paying all fees reflected on the Interfaces at the time of your access, use or receipt of Products or Services.
8. Your Representations to Infinity
When you accept these Terms, and for so long as you remain a user of Infinity, you make the representations and warranties to Infinity listed below in this Section 7.
(a) Capacity and Authority. You have the legal power, authority and capacity to enter into a legally binding agreement with Infinity and to access, use and receive Products and Services. If you are an individual, you are at least eighteen (18) years of age or such other age as may be required in the jurisdiction where you live to enter into a legally binding agreement. If you are a legal entity, you have taken all necessary steps to authorize the execution and performance of these Terms and access, use and receive Products and Services.
(b) Binding Agreement. These Terms are, and you acknowledge and agree that these Terms are, an agreement that is legally binding on you and enforceable in accordance with their terms.
(c) No Violation of Other Agreements. Your entry into these Terms, your access, use and receipt of Products and Services, and your compliance with these Terms, do not violate any agreement or other legal obligation to which you are party or by which you are bound (including, in the case of legal entities, your constitutive documents), or require any consent or approval under any contract, judgment, order or similar legally binding arrangement.
(d) Compliance with Law. Your use of Infinity and your access, use and receipt of Products and Services complies with all laws (whether statutory or common law), regulations, rules, orders, decrees, requirements, policies and guidelines, published or in force that are applicable to you, Infinity, Products, Services and/or the Protocols (collectively, “Applicable Laws”) and does not contribute to or facilitate any illegal activity.
(e) No Restricted Person. You are not a Restricted Person.
(f) No Sanctioned Person. You are not a Sanctioned Person.
9. Your Obligations to Infinity
When you accept these Terms, and for so long as you continue to access, use or receive Products or Services, you agree to not, and not to attempt to:
(a) No Sanctions Violations. Utilize Infinity or access, use or receive Products or Services for or on behalf of, or export, re-export or provide Products or Services to, any person (natural or legal) or territory that is the subject of economic sanctions or other trade or export restrictions imposed or administered by the US government, including the US Department of the Treasury and the US Department of Commerce, the European Union and any of its member states;
(b) No Cybersecurity Attacks. Take or authorize any action that could interfere with or compromise the integrity, security, or proper functioning or delivery of Infinity or its Products or Services, including any virus, malware, denial of service attack, or deploy any other potentially harmful application or device;
(c) No IP Infringement or Data Mining. Copy the Products or Services in whole or in part, or infringe or violate any copyright, trademark, service mark, patent, right of publicity, right of privacy, or other proprietary or intellectual property rights of Infinity or its Products or Services or any third party, including through the unauthorized sale, distribution or access to counterfeit music, movies, software or other licensed materials; or engage in data mining, robots, scraping, or similar data gathering or extraction methods of content or information from Infinity or Products or Services;
(d) No Improper Use or Illegality. Use Infinity or access, use or receive Products or Services to or for any improper or illegal purpose, such as to
- Defraud Infinity, our affiliates, or any other person or entity, including by providing any false, inaccurate, or misleading information to unlawfully obtain another’s property;
- Buy, sell, or transfer stolen or illegally or fraudulently obtained items or property, or items or property taken without consent;
- Solicit information from anyone under the age of 18;
- Access, use or receive Products or Services to transmit or exchange Digital Assets that are the direct or indirect proceeds of any criminal or fraudulent activity, including terrorism or tax evasion;
- Engage in actions or conduct that is or are harmful, threatening, abusive, harassing, tortious, libelous, sexually explicit, excessively violent, defamatory, vulgar, obscene, pornographic, indecent, lewd, harassing, stalking, offensive, abusive, inflammatory, invasive of another's privacy, hateful, discriminatory, or otherwise objectionable activities, or likely or intended to incite, threaten, facilitate, promote, or encourage hate, racial intolerance or violent acts against others;
- To harass, abuse or harm another person, including other Infinity users or employees and service providers of Infinity or its affiliates; or
- To imply any affiliation with us or impersonate us or another user of Products or Services or otherwise misrepresent yourself;
(e) No Violation of Law. Violate any Applicable Law in part or in whole in connection with your usage of Infinity or access, use or receipt of Products or Services, including any Applicable Law relating to:
- Market integrity or market manipulation, such as Applicable Laws relating to frontrunning, spoofing, fraudulent transactions, accommodation transactions, fictitious transactions, prearranged or non-competitive transactions, cornering or attempted cornering of the market, violations of bids or offers, manipulation, pumping and dumping, wash transactions, entering orders to transmit value to one party to the transaction but without a net change in either party’s open positions, and rug pulls; and/or
- Lending or borrowing of tokens (whether characterized as a security, or otherwise);
(f) No Circumvention. Use a VPN or any other privacy or anonymization tools or techniques to circumvent, or attempt to circumvent, any restrictions that apply to Products or Services; or
(g) No Assistance in Violation. To engage in, or encourage, induce or assist any third party to engage or attempt to engage in any of the activities prohibited under this Section 8 or any other provision of these Terms.
You hereby grant Infinity a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, sublicensable, transferable and non-exclusive license to use, copy, modify, create derivative works of, display, perform, publish and distribute, in any form, medium or manner, any information or content created or developed by your access, use or receipt of Products or Services (collectively, “Content”), including to promote Infinity and its Products and Services. You represent and warrant to Infinity that (i) you either own, or have the right to grant to us the license in the previous sentence to the Content and (ii) neither the Content nor our use of the Content violates, misappropriates or infringes on any third party’s rights.
11. Intellectual Property Matters
(a) Open Source. Products and Services may use, incorporate or link to open-source libraries. Your usage of those libraries is subject to, and you agree to comply with, all open-source licenses applicable to those open-source libraries (“Open Source Licenses”). You agree not to (i) resell, lease, lend, share, distribute, or otherwise permit any third party to use Products or Services through you or (ii) use Products or Services for time-sharing or service bureau purposes or otherwise in a manner that violates the Open-Source Licenses.
(b) Infinity IP Ownership and Limited License.
- Infinity owns all intellectual property and other proprietary rights in and to the Products and Services, including all rights in and to the technology, software, underlying ideas, algorithms, interfaces, content (including text and images), designs, "look and feel" and other materials embodied, used, displayed or provided therein or in connection with Products or Services (collectively the “Infinity IP”), other than the open source libraries and third-party software and intellectual property incorporated in or provided together with the Products and Services.
- Subject to the terms and conditions of these Terms, Infinity hereby grants you a personal, limited, royalty-free, non-exclusive, revocable, non-transferable and non-sublicenseable right to access and use those portions of the Products and Services that are owned by Infinity and not part of the Open-Source Licenses for so long as you are a user of Infinity.
- You agree not to copy, imitate, create derivative works of, or reverse engineer, decompile, disassemble or otherwise attempt to discern the technology, software, underlying ideas, algorithms, interfaces, content (including text and images), designs, "look and feel" and other materials embodied, used, displayed or provided therein or in connection with Products or Services.
(c) Trademarks. All trademarks, servicemarks, logos, product or service names, and other marks of Infinity (“Marks”) used or displayed as a part of the Products or Services, including Infinity's name and logo, are owned by Infinity or our licensors. You may not copy, imitate, use or create derivative works from any Mark without the prior written consent of Infinity or the applicable licensors. Except as expressly set forth in these Terms, no right to the Marks is granted by these Terms. You may not remove, obscure, or alter any legal notices displayed in or along with the Products or Services.
(d) Feedback. You may, at your option, provide suggestions, ideas, enhancement requests, recommendations or feedback regarding the Products, Services or other matters (“Feedback”). For these purposes, Feedback does not include any Infinity IP. All Feedback will be owned by Infinity, and is not confidential or exclusive to you. Infinity has the right to use and incorporate any or all Feedback in Products and Services without compensation or accounting to you. Infinity will not identify you as the source of such Feedback.
12. No Fiduciary Duties
To the fullest extent permitted by law, Infinity hereby waives and disclaims, on behalf of itself, its affiliates, and its and their officers, directors, employees, consultants, contractors and other agents and representatives (collectively, “Representatives”) any and all fiduciary and similar duties, as well as any and all implied and other duties and obligations not set forth expressly in these Terms.
The Terms are not intended to, and do not, create or impose any fiduciary or similar duties on us. By accessing and utilizing the Products and Services, you hereby agree that none of Infinity, its affiliates and its and their Representatives have, and you hereby waive, any and all fiduciary and similar duties, as well as any and all implied and other duties and obligations not set forth expressly in these Terms.
(a) As-Is. The Products and Services are provided on an “as is” and “as available” basis. Infinity makes no warranties regarding the correctness, quality, accuracy, security, completeness, reliability, performance, or continued availability of the Products or Services, or for the failure of any connection or communication service to provide or maintain access to the Products or Services, or for any interruption or disruption of access to the Products or Services. Infinity specifically disclaims all warranties for the Products or Services, express or implied, including implied warranties of merchantability and fitness for a particular purpose, operation, and any particular application or use, of the Products or Services.
(b) Lost or Damaged Data. Your data on the Products may become irretrievably lost or corrupted or temporarily unavailable due to a variety of causes. You agree that, to the maximum extent permitted by Applicable Law, we will not be liable for any loss or damage caused by denial-of-service attacks, software failures, viruses or other technologically harmful materials (including those which may infect your computer equipment), protocol changes by third-party providers, Internet outages, force majeure events or other disasters, scheduled or unscheduled maintenance, or other causes either within or outside of our control.
To the maximum extent permitted under Applicable Law, you hereby irrevocably and unconditionally release and agree to indemnify and hold harmless Infinity and its affiliates and its Representatives, and its and their service providers, and their respective successors and permitted assigns (all of the foregoing persons and entities collectively, the “Infinity Indemnified Parties”) from and against any losses, penalties, fines, costs, damages (including, without limitation, damages for loss of fiat, digital assets, data, information, profits, revenue, opportunities or use), liabilities, amounts paid in settlements, any reasonable out-of-pocket costs, expenses, and attorneys’ fees and penalties and interest incurred by any Infinity Indemnified Party arising out of or related to:
(a) Your access to or use of, or your acts or omissions relating to, Products, Services and/or Protocols (including the Starknet Appchain), including without limitation any of the foregoing that may arise out of or relate to cyber-attacks, electronic or technological failures, operational security failures, registration errors or for any other reason;
(b) Your breach of or failure to comply with these Terms, including any breach of your representations, warranties or covenants under these Terms; or
(c) Your violation of or noncompliance with Applicable Law relating to Products, Services or Protocols, or these Terms.
15. Waiver of Consequential Damages; Limitation of Liability
(a) IN NO EVENT SHALL WE OR ANY OTHER INFINITY INDEMNIFIED PARTY BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED IN ANY WAY TO THE PRODUCTS, SERVICES OR PROTOCOLS (INCLUDING YOUR ACCESS OR USE OR INABILITY TO ACCESS OR USE THE PRODUCTS, SERVICES AND PROTOCOLS), OR ARISING OUT OF THESE TERMS, INCLUDING BREACH OF WARRANTY, BREACH OF FIDUCIARY DUTY OR CONTRACT, NEGLIGENCE, OR ANY OTHER LEGAL THEORY, WHETHER IN TORT OR CONTRACT, EVEN IF YOU OR WE ARE AWARE OF THE POSSIBILITY OF SUCH DAMAGES OCCURRING, INCLUDING COMPENSATION, REIMBURSEMENT OR DAMAGES ON ACCOUNT OF THE LOSS OF PRESENT OR PROSPECTIVE PROFITS, EXPENDITURES, LOSSES, INVESTMENTS OR COMMITMENTS, WHETHER MADE IN THE ESTABLISHMENT, DEVELOPMENT OR MAINTENANCE OF BUSINESS REPUTATION OR GOODWILL, FOR LOSS OF DATA, OR FOR ANY OTHER REASON WHATSOEVER.
(b) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL, AGGREGATE LIABILITY TO YOU SHALL NOT EXCEED THE FEES PAID BY YOU TO INFINITY IN THE ONE (1) MONTH PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY FOR ALL DAMAGES OF EVERY KIND AND TYPE (WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY). NO OTHER INFINITY INDEMNIFIED PARTY SHALL HAVE ANY SEPARATE OR ADDITIONAL LIABILITY TO YOU.
(c) THE ABOVE LIMITS DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
16. Risk Disclosures
This Section contains a selection of certain risks that Infinity has identified as potentially relevant for you to consider evaluating any access or usage of the Products or Services. The risks identified in this Section are not exhaustive, and Infinity does not assume any duty (either now or in the future) to alert you to all potential risks. By accessing, using and/or receiving the Products and Services, you hereby acknowledge and accept these risks and waive all claims against Infinity and the other Infinity Related Parties with respect to these risks:
(a) Not Registered. Infinity is not registered or licensed by any regulatory agency or authority. No such agency or authority has reviewed or approved the use of the Products, the Services or the Protocols.
(b) Protocols are separate from Infinity. Infinity is a developer of software. All transactions between users of the Protocols are cleared directly with Ethereum addresses through a smart contract. The Services do not include the Protocols or their provision or operation. Neither Infinity nor its affiliates is involved in or responsible for operating, running or the functioning of the Protocols or any interactions between users and the Protocols. Neither Infinity nor its affiliates is obligated to provide, operate, support, maintain or develop the Protocols, and you do not have any claim against Infinity or its affiliates for any of the foregoing (or the failure to do any of the foregoing).
(c) Digital Asset Risks. Beyond the risks described in the previous paragraphs, there are general risks associated with Digital Assets, cryptographic systems and blockchain-based networks and systems that interact with blockchain-based networks. For example, the Ethereum blockchain remains under development, which creates technological and security risks when accessing, using or receiving Products or Services in addition to uncertainty relating to Digital Assets and transactions therein. Infinity does not own, control or operate any of the underlying software through which blockchain networks are formed. In general, the software underlying blockchain networks, including the Ethereum blockchain, is open source, such that anyone can use, copy, modify, and distribute it. There is no guarantee of the functionality, security, or availability of that software and networks, and there can be sudden changes in blockchain-based networks, such as forks. If you borrow Eligible Digital Assets from the Protocols, you will have to supply Eligible Digital Assets of your own as collateral. If your collateral declines in value such that it is no longer sufficient to reasonably secure the amount that you borrowed, your collateral will be subject to a liquidation event. You acknowledge that we are not responsible for any of these variables or risks, and cannot be held liable for any resulting losses that you may experience while accessing or using the Interfaces. Accordingly, you understand and agree to assume full responsibility for all of the risks of accessing and using the Interfaces and interacting with the Protocols.
(d) Loss of Keys. Blockchain networks use public and private key cryptography. You alone are responsible for securing your private key(s). We do not have access to your private key(s). Losing control of your private key(s) will permanently and irreversibly deny you access to Digital Assets on the Ethereum blockchain or other blockchain-based network. Neither Infinity nor any other person or entity will be able to retrieve or protect your Digital Assets. If your private key(s) are lost, then you will not be able to transfer your Digital Assets to any other blockchain address or wallet. If this occurs, then you will not be able to realize any value or utility from the Digital Assets that you may hold.
(e) Change in Law; Compliance with Law. Digital Assets and the provision of products and services related to Digital Assets, including the Products and Services, are subject to evolving laws and regulations, as well as changes in interpretations of existing laws and regulations. If laws or regulations or their interpretations change, Products and Services and their provision could be affected, but it is not currently possible to determine how such changes might affect the Products or Services. In addition, Products, Services and your Digital Assets could be impacted by one or more regulatory inquiries or actions, which could impede or limit the ability of Infinity to continue to make available our proprietary software and could impede or limit your ability to access, use or receive Products or Services. Infinity intends to comply with Applicable Laws, which may require us to, upon request by government agencies, take certain actions or provide information, which may not be in your best interests.
(f) Cryptography Risk. Cryptography is a progressing field with advances in code cracking or other technical advancements, such as the development of quantum computers, which may present risks to Digital Assets, as well as Products and Services, and could result in the theft or loss of your Digital Assets. To the extent possible, the Protocols may be updated to account for advances in cryptography and to incorporate additional security measures necessary to address risks presented from technological advancements, but no guarantee can be provided as to full security of the Protocols, Products or the Services.
(g) Information. Notwithstanding our efforts, information available as part of the Products or Services may not be accurate, timely or complete, and may include technical inaccuracies or typographical errors. Information is subject to change or update from time to time without notice, including information regarding our policies. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Interfaces or otherwise as part of the Products or Services are your sole responsibility. No representation is made as to the accuracy, completeness, or appropriateness for any particular purpose of any pricing information distributed via the Interfaces or otherwise when using the Products or Services. Prices and pricing information may be higher or lower than prices available on platforms providing similar services.
(h) Transactions are Final; Your Responsibilities. Instructions and orders entered into through the Products and Services are irreversible, final and there are no refunds. You acknowledge and agree that you will access, use and receive Products and the Services at your own risk. You accept all consequences of accessing, using and receiving Products and Services, including the risk that you may lose access to your Digital Assets indefinitely. All transaction decisions are made solely by you. Notwithstanding anything to the contrary in these Terms, we accept no responsibility whatsoever for, and will in no circumstances be liable to you in connection with, your use of the Services for performing Digital Asset transactions, including entering into Positions.
(i) Financial Risks. Use of the Services, in particular for lending or borrowing Digital Assets carries financial risks, including the risk of loss. Digital Assets, especially in connection with lending and borrowing, are, by their nature, highly experimental, risky, and volatile. The risk of loss in lending or borrowing Digital Assets can be substantial. Infinity is not and will not provide any advice to you with respect to lending or borrowing Digital Assets. Further in the event of an insufficiency of the Infinity Insurance Fund (if and when available), you may suffer additional losses, as described in more detail in Infinity’s documentation (see https://risk.infinity.exchange/). You should, therefore, carefully consider whether such lending or borrowing activity is suitable for you in light of your circumstances and financial resources. By accessing, using and receiving Products and Services, you represent and warrant that you have been, are, and will be solely responsible for making your independent appraisal and investigations into the risks of a given transaction and the underlying Digital Assets, including lending and borrowing transactions. You represent that you have sufficient knowledge, market sophistication, professional advice, and experience to make your evaluation of the merits and risks of any transaction conducted in connection with Products and Services or any Digital Asset.
(j) No Recommendations. Display and inclusion of Digital Assets in the Products or Services is not a recommendation by us of those, or any other, Digital Asset. We are not indicating any approval or disapproval of the technology on which the Digital Asset relies. You together with your advisers are solely responsible for understanding the risks specific to each type of Digital Asset in which you may wish to transact.
(k) Erroneous Orders. You are responsible for all orders you place, including any erroneous orders that may be filled. We do not take any action to resolve erroneous Positions that result from your errors.
(l) Liquidity Provider. If you act as a liquidity provider to Infinity through the Interfaces, you understand that your Eligible Digital Assets may lose some or all of their value while they are supplied to the Protocols through the Interfaces due to the fluctuations in prices of Eligible Digital Assets.
17. Governing Law; Dispute Resolution
(a) Governing Law. These Terms, and all matters or disputes arising out of or in connection with these Terms, the subject matter hereof or the activities of you or us in connection with or contemplated by these Terms, including your access, use or receipt of Products and Services (including any act or omission related thereto) (collectively, “Disputes”), shall be governed by, construed under and enforced in accordance with the laws of Hong Kong.
(b) Dispute Resolution; Arbitration; Class Action Waiver. If any such Dispute cannot be resolved within sixty (60) days of your providing us with written notice of the Dispute at email@example.com, each of you and us hereby irrevocably agrees that any Dispute shall be referred exclusively to and finally resolved under the Arbitration Rules of the Hong Kong International Arbitration Centre. You understand that you are required to resolve all Disputes by binding arbitration. The arbitration shall be held on a confidential basis before a single arbitrator, who shall be selected pursuant to Arbitration Rules of the Centre. The arbitration will be held in Hong Kong, unless you and we both agree to hold 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.
(c) Time Bar for Claims. Any arbitral claim relating to a Dispute must be filed within one (1) year after the underlying act, omission, event, circumstance or claim first arises; otherwise, the claim is permanently barred, which means that neither you nor we will have the right to assert the claim.
(d) Interim Relief. The parties acknowledge that damages may be an inadequate remedy for any breach of these Terms and, therefore, any Person to whom performance is owed under any provision of these Terms shall be entitled to an injunction to be issued, or specific enforcement to be required, to require any other Person to perform its obligations under these Terms and prevent the other party from breaching, or continuing to breach, any provision of these Terms (in each case without posting any bond or other security). An election by a party to a court of competent jurisdiction for interim measures necessary to preserve the parties’ rights shall not be deemed incompatible with, or a waiver of, this agreement to arbitrate.
- From time to time, we may supplement or update these Terms, or provide additional terms and conditions in a separate document or notice that will also govern your access, use or receipt of Products or Services (such as an annex specific to a product or service that we may support in the future) (collectively, “Updates”).
- We will notify you of any material Updates by updating the date at the top of these Terms and by maintaining a current version of these Terms (including the Updates) at https://www.infinity.exchange/terms-of-service. All Updates will be effective at the time of posting, and your continued access, use or receipt of Products or Services after the time of posting of the Update will serve as confirmation of your acceptance of those Updates. If you do not agree with any Updates, you must immediately stop accessing and using all Products and Services.
(b) Methods of Communication. You hereby consent to the delivery of any communication under these Terms or Applicable Law, including Updates via the Interfaces or the Applications, or by other electronic means, subject to compliance with any Applicable Law. Any such Update or communication so delivered will be deemed to be “in writing.” If a signature or acknowledgment is required or requested with respect to any such Update or communication and you “click” in the appropriate space, or take such other action as may be indicated on the Interfaces or the Applications, or otherwise continue to access, use or receive Products or Services thereafter, you will be deemed to have signed or acknowledged the Update or communication to the same extent and with the same effect as if you had signed the Update or communication manually. We may be contacted at firstname.lastname@example.org.
- No waiver of these Terms will be effective unless in a written instrument signed by the party so waiving such provision.
- Except as otherwise expressly provided herein, no delay, failure or waiver by you or us to exercise any right or remedy under these Terms and no partial or single exercise of any such right or remedy, will operate to limit, preclude, cancel, waive or otherwise affect such right or remedy, nor will any single or partial exercise of such right or remedy limit, preclude, impair or waive any further exercise of such right or remedy or the exercise of any other right or remedy. No course of dealing by you or us shall operate as a waiver of these Terms.
(e) Binding Agreement; No Assignment. These Terms shall be binding upon and inure to the benefit of you and us and our successors and permitted assigns. You may not assign these Terms or your rights or obligations under these Terms without our prior written consent.
(f) Third Party Beneficiaries. These Terms will only be binding upon and inure solely to your and our benefit and our respective successors and permitted assigns.
(g) Severability. If portion of these Terms is held to be illegal, invalid, or unenforceable under any present or future applicable laws, such provision will to the extent necessary be severable; these Terms will be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part of these Terms; and the remaining provisions of these Terms will remain in full force and effect and will not be affected by the illegal, invalid, or unenforceable provision or by its severance from these Terms.
(h) Force Majeure. Neither we nor our vendors has any responsibility or liability for any failure or delay in performance of any Product or Service, or any loss or damage that you may incur, due to any circumstance or event beyond our or their control, including any flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, or equipment or software malfunction.
(i) Interpretation. In these Terms, unless the context otherwise requires: (i) reference herein to the singular shall include the plural and vice versa and reference to any gender shall include all genders; (ii) the terms “Article”, “Section” followed by a number, letter, or combination of numbers and letters refer, unless expressly contemplated otherwise, to the specified article or section of these Terms, as amended, restated or replaced from time to time; reference herein to another agreement shall be construed as a reference to such other agreement as the same may have been, or may from time to time be, amended, supplemented or novated; the division of these Terms into Sections and the use of headings are for convenience of reference only and shall not affect the construction or interpretation of these Terms; (iii) use of the words “includes” and “including” and similar terms of inclusion will not, unless expressly modified by the words “only” or “solely”, be construed as terms of limitation, but rather will mean “includes but is not limited to” and “including but not limited to”, such that references to included matters will be regarded as illustrative and not defining or exhaustive; and (iv) if an ambiguity or question of intent or interpretation arises as to any aspect of these Terms, then it will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring either party by virtue of the authorship of any provision of these Terms.
(j) Sections 4.e, 4.f, 9.b and 9.c, as well as 10 through 18 inclusive, will survive your ceasing to be a user of Infinity for the longer of six years or the period for which a claim may be brought with respect to the underlying matter or circumstance covered by such provision of the Terms.