Last updated: 31 July 2023
These terms and conditions ("Terms") govern the use of the website https://merkle.trade/ and all its associated subdomains and mobile applications (the "Website") and the services available thereon (the "Services"). These Terms also include any guidelines, announcements, additional terms, policies, and disclaimers made available or issued by us from time to time. These Terms constitute a binding and enforceable legal contract between Merkle Protocols S.A. (the "Company", "we" or "us") and you, an end user of the Services ("you" or "User").
Please note that the Protocol (as defined herein) is highly experimental in nature, is deploying for testing purpose, and you should not utilise the same for deployment of any substantial amount of digital assets. We do not give any warranties, whether express or implied, as to the suitability or usability of the Protocol, the Services, the Website, its software or any of its content. We will not be liable for any loss, whether such loss is direct, indirect, special or consequential, suffered by you or any party as a result of the use of the Protocol, the Services, the Website, or its content and functionalities.
By accessing, using or clicking the Website or accessing, using or attempting to use the Protocol, the Services or the Website, you agree that you have read, understood, and to are bound by these Terms and that you comply with the requirements listed herein. In addition, when using some features of the Services, you may be subject to specific additional terms and conditions applicable to those features.
Information contained in this Website is current as at the date of publication, and we may modify, suspend or discontinue the Website or the Services at any time and without notifying you. We may also change, update, add or remove provisions of these Terms from time to time. Any and all modifications or changes to these Terms will become effective upon publication on our Website or release to Users. Therefore, your continued use of the Services is deemed your acceptance of the modified Terms and rules. If you do not agree to any changes to these Terms, please do not access or use the Website or the Services. Our privacy policy, platform rules, guidelines and all other agreements entered into separately between you and us are deemed supplementary terms that are an integral part of these Terms and shall have the same legal effect. Your use of the Website or Services is deemed your acceptance of any supplementary terms too.
We reserve the right, in our sole discretion, to make changes to the Terms from time to time. We will alert you of any changes by updating the "Last Updated" date of these Terms (on the first page hereof), and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms to stay informed of updates. You will be subject to and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms by your continued use of the Website or the Services after the date such revised Terms are posted.
This Website and the Services are not available to residents of Afghanistan, American Samoa, Angola, Armenia, Azerbaijan, Belarus, Bosnia and Herzegovina, Botswana, Burundi, Cambodia, Cameroon, Canada, Central African Republic, Chad, China, Crimea of Ukraine, Cuba, Democratic People's Republic of Korea, Democratic Republic of the Congo, Eritrea, Ethiopia, Ghana, Guam, Guinea, Guinea-Bissau, Haiti, Iran, Iraq, Japan, Laos, Lebanon, Liberia, Libya, Madagascar, Mali, Mozambique, Myanmar, Nicaragua, Northern Mariana Islands, Pakistan, Puerto Rico, Republic of the Congo, Russia, Somalia, South Sudan, Sri Lanka, Sudan, Syrian Arab Republic, Tajikistan, Trinidad and Tobago, Turkmenistan, Uganda, United States, Uzbekistan, Vanuatu, Venezuela, Virgin Islands (U.S.), Yemen, and Zimbabwe and any other jurisdiction in which accessing or using our protocol is prohibited (each a "Restricted Country"). We reserve the right to choose markets and jurisdictions to conduct business and may restrict or refuse the access of Website and the Services in other countries or regions in our sole discretion.
Without limiting the foregoing, by using the Website or the Services, you acknowledge and understand that laws regarding digital assets, derivatives, financial instruments, or investment products which may include digital assets, may vary from jurisdiction to jurisdiction, and it is your sole obligation to ensure that you fully comply with any law, regulation or directive, relevant to your jurisdiction with regard to the use of the Website or the Services. For the avoidance of doubt, the ability to access the Website or the Services does not necessarily mean that the same (or your activities through it) are legal under the laws, regulations or directives relevant to your jurisdiction.
The "Merkle Trade" protocol (the Protocol) is a decentralised non-custodial derivatives trading platform comprised of smart-contracts deployed on the relevant blockchain network(s) that operate in a decentralised and autonomous manner, allowing any user to perform leveraged derivatives trades directly in a peer-to-peer manner. The list of supported currencies, assets, trading pairs, and rules for the functioning/settlement of derivatives would evolve from time to time as the Protocol undergoes continued development and improvement. The smart contracts may be visualised on a user interface provided on the Website that enables users to interact with the smart contracts to view their positions, trade leveraged derivatives, view their historical transactions, and deposit to or withdraw from the smart contracts. These smart-contracts can be reviewed, verified, used, copied, modified, and distributed by anyone (subject to the terms of the applicable license). Accordingly, there might be other interfaces enabling interaction with the Protocol that we neither control nor are affiliated with. Furthermore, anyone can interact directly with the Protocol bypassing interfaces provided. You should carefully and thoroughly review and assess the Protocol and related software before you use them, and any such use shall be at your own risk. You should always do your own research.
The Protocol shall be available on the Aptos blockchain network or more blockchain networks, and the list of such supported networks may evolve from to time. It is further expressly acknowledged that we neither control nor operate the Protocol. Information and materials about the Protocol available on the Website are provided for the information purposes only, are not binding and do not form a part of these Terms. All interactions between users, traders and market makers on the Protocol operate in a peer-to-peer manner on the relevant blockchain network. When users "deposit" digital assets, this represents a transaction whereby the user would place certain digital assets into the smart contracts together with a legal guarantee from the user that these will be utilised to settle any profits/losses accrued in respect of the user's trades in leveraged derivatives with other users of the Protocol. The users enter into a direct contractual relationship via the autonomous smart contracts, and therefore traders wholly assume all responsibility towards the contractual counterparty to the trade.
You further acknowledge that we do not control the Protocol, its underlying blockchain networks, and any software through which such network is formed. The Company only provides the users with the Website being an interface to access the Protocol. We will have no insight into or control over these payments or transactions, nor do we have the ability to reverse any transactions. With that in mind, we will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage in via the Website, or any other transactions that you conduct via the Aptos network, or other blockchain networks. Accordingly, in no event shall the Company be responsible for said peer-to-peer direct contractual relationship nor construed as party thereto, nor held liable in connection with the Protocol, underlying blockchain networks or software, their operation, functioning, implementation, or use, and you hereby assume and accept any and all related risks, including the risk of possible losses and damages that you may incur in connection with the use thereof.
The Company never receives access to, operates, maintains, has custody or control over your digital wallet or digital assets held in such digital wallet, and has no ability to retrieve or transfer its content. Therefore, you are solely responsible for securing your digital wallet and credentials thereto (including private key, seed phrase, password, etc.). In the event that you lose access to your electronic wallet, private key(s), password(s), or other method(s) of securing your Wallet, all digital assets held in such wallet may be irretrievable, and the Company will be unable to assist you in any way.
The Company will not create any hosted wallet for you or otherwise custody digital assets on your behalf, and it is your sole responsibility to maintain the security of your selected electronic wallet. You may disconnect your digital wallet from the Website at any time.
You hereby irrevocably waive, release and discharge all claims, whether known or unknown to you, against the Company, its affiliates and their respective shareholders, members, directors, officers, employees, agents and representatives related to your use of any wallet software, associated loss of digital assets, transaction failures, or any other defects that arise in the course of your use of your electronic wallet, including any losses that may obtain as a result of any failure of the Website or the Services.
You understand that the Website is independent from the Protocol, and provides a web-based means for users to interact with the smart contracts underlying the Protocol. Accordingly, our responsibilities are limited to the user's functionality and availability of the Website.
We are not a counterparty, intermediary or broker of digital assets and neither are we a party to any peer-to-peer agreement for leveraged derivatives entered into between users. We have no control over the Protocol, conduct of any users of the Protocol, nor the trades performed by any users. We accept no liability for any aspect of the user's interactions on the Website or the Services.
By accessing, using or clicking on our Website and using or attempting to use the Services, you represent and warrant that:
(a) as an individual, legal person, or other organization, you have full legal capacity and authority to agree and bind yourself to these Terms;
(b) you are at least 18 or are of legal age to form a binding contract under applicable laws;
(c) your use of the Services is not prohibited by applicable law, and at all times compliant with applicable law, including but not limited to regulations on anti-money laundering ("AML"), anti-corruption, and counter-terrorist financing ("CTF");
(d) you are not a citizen, resident or domiciliary in a Restricted Country, nor are you using the Services on behalf of any person or entity from a Restricted Country;
(e) you have not been included in any trade embargoes or economic sanctions list, the list of specially designated nationals maintained by OFAC, or the denied persons or entity list of the U.S. Department of Commerce, nor you have been a subject or target of any other economic sanctions administered or enforced by the United Nations, the European Union or the United Kingdom;
(f) you have not been previously suspended or removed from using the Services;
(g) if you act as an employee or agent of a legal entity, and enter into these Terms on their behalf, you represent and warrant that you have all the necessary rights and authorizations to bind such legal entity; and
(h) you are solely responsible for use of the Services and, if applicable, for all activities that occur on or through your user account.
We and our affiliates may, but are not obligated to, collect and verify information about you in order to keep appropriate record of our users, protect us and the community from fraudulent users, and identify traces of money laundering, terrorist financing, fraud and other financial crimes, or for other lawful purposes.
We may require you to provide or verify additional information before permitting you to access, use or click on our Website and/or use or attempt to use our use or access any Services. We may also suspend, restrict, or terminate your access to our Website or any or all of the Services in the following circumstances:
(a) if we reasonably suspect you of using our Website and Services in connection with any prohibited use or business;
(b) your use of our Website or Services is subject to any pending litigation, investigation, or government proceeding and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your activity; or
(c) you take any action that we deem as circumventing our controls, including, but not limited to, abusing promotions which we may offer from time to time.
In addition to providing any required information, you agree to allow us to keep a record of that information during the period for which your account is active and within five (5) years after your account is closed. You also authorize us to share your submitted information and documentation to third parties to verify the authenticity of such information. We may also conduct necessary investigations directly or through a third party to verify your identity or protect you and/or us from financial crimes, such as fraud, and to take necessary action based on the results of such investigations. We will collect, use and share such information in accordance with our privacy policy.
If you provide any information to us, you must ensure that such information is true, complete, and timely updated when changed. If there are any grounds for believing that any of the information you provided is incorrect, false, outdated or incomplete, we reserve the right to send you a notice to demand correction, directly delete the relevant information, and as the case may be, terminate all or part of the Services we provide for you. You shall be fully liable for any loss or expense caused to us during your use of the Services. You hereby acknowledge and agree that you have the obligation to keep all the information accurate, update and correct at all times.
Where there is any violation of AML or CTF laws and regulations, we reserve the right to cooperate with the competent authorities when and if necessary, including sharing with such authorities any information provided by you.
You shall not access, use or click on our Website and/or use or attempt to use the Services in any manner except as expressly permitted in these Terms. Without limiting the generality of the preceding sentence, you may NOT:
(a) use our Website or use the Services in any dishonest or unlawful manner, for fraudulent or malicious activities, or in any manner inconsistent with these Terms;
(b) violate applicable laws or regulations in any manner;
(c) infringe any proprietary rights, including but not limited to copyrights, patents, trademarks, or trade secrets of the Company;
(d) use our Website or use the Services to transmit any data or send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware, or any other harmful programmes or computer code designed to adversely affect the operation of any computer software or hardware;
(e) use any deep linking, web crawlers, bots, spiders or other automatic devices, programs, scripts, algorithms or methods, or any similar or equivalent manual processes to access, obtain, copy, monitor, replicate or bypass the Website or the Services;
(f) make any back-up or archival copies of the Website or any part thereof, including disassembling or de-compilation of the Website;
(g) violate public interests, public morals, or the legitimate interests of others, including any actions that would interfere with, disrupt, negatively affect, or prohibit other Users from using our Website and the Services;
(h) use the Services for market manipulation (such as pump and dump schemes, wash trading, self-trading, front running, quote stuffing, and spoofing or layering, regardless of whether prohibited by law);
(i) attempt to access any part or function of the Website without authorization, or connect to the Website or Services or any Company servers or any other systems or networks of any the Services provided through the services by hacking, password mining or any other unlawful or prohibited means;
(j) probe, scan or test the vulnerabilities of the Website or Services or any network connected to the properties, or violate any security or authentication measures on the Website or Services or any network connected thereto;
(k) exploit the Website, the Services or the underlying smart contracts (including without limitation any technical or economic exploit) for any unauthorised commercial purpose;
(l) reverse look-up, track or seek to track any information of any other Users or visitors of the Website or Services;
(m) take any actions that imposes an unreasonable or disproportionately large load on the infrastructure of systems or networks of the Website or Services, or the infrastructure of any systems or networks connected to the Website or Services;
(n) use any devices, software or routine programs to interfere with the normal operation of any transactions of the Website or Services, or any other person's use of the Website or Services; or
(o) forge headers, impersonate, or otherwise manipulate identification, to disguise your identity or the origin of any messages or transmissions you send to the Company or the Website.
By accessing the Services, you agree that we have the right to investigate any violation of these Terms, unilaterally determine whether you have violated these Terms, and take actions under relevant regulations without your consent or prior notice.
We may implement at our sole discretion, additional means of payments (including but not limited to) fiat or cryptocurrency payments provided by independent third party service providers that we have partnered with. You, however, acknowledge and understand that we have no insight into, or direct control over, the services provided by such third party service providers and we shall have no liability to you or to any third party for any claims or damages that may arise from your use of such services. The use of any third party payment services available on our Website will likely have its own set of rules and guidelines for usage of such services. We do not endorse, and we shall not be responsible or liable for, any content, advertising, products, payment mechanisms and processes or materials on or available from your use of such services.
Aptos, and other blockchain networks, require the payment of a transaction fee (a "Gas Fee") for every transaction that occurs on the Aptos network, or other blockchain networks. The Gas Fee funds the network of computers that run the decentralized Aptos network, or other blockchain networks. This means that you will need to pay a Gas Fee for each blockchain transaction that occurs via the Website.
Our Privacy Policy (available at https://merkle.trade/privacy) describes the ways the Company collects, uses, stores and discloses your personal information, and is hereby incorporated by this reference into these Terms. You agree to the collection, use, storage, and disclosure of your data in accordance with the aforementioned Privacy Policy.
The Company will maintain certain data that you transmit to the Website and the Services for the purpose of managing the performance of the Website or the Services, as well as data relating to your use of the Website or the Services. Although we perform regular routine backups of data, the Company is solely responsible for all data that you transmit or that release to any activity you have undertaken using the Website or the Services. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.
The Company may terminate, suspend, or modify your access to Website and/or the Services, or any portion thereof, immediately and at any point, at its sole discretion (including to only allow open positions to be closed). The Company will not be liable to you or to any third party for any termination, suspension, or modification of your access to the Services. Upon termination of your access to the Services, these Terms shall terminate, except for those clauses that expressly or are intended to survive termination or expiry.
YOU EXPRESSLY ACKNOWLEDGE AND ACCEPT THAT YOUR ACCESS AND USE OF THE WEBSITE AND THE SERVICES ARE AT YOUR OWN SOLE RISK, AND THAT THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE UNDER THE APPLICABLE LAW, THE COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE WEBSITE OR THE SERVICES (WITHOUT LIMITATION, THE PLATFORM, ANY SMART CONTRACT OR EXTERNAL WEBSITES), INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU HAVE NOT RELIED UPON ANY OTHER STATEMENT OR AGREEMENT, WHETHER WRITTEN OR ORAL, WITH RESPECT TO YOUR USE AND ACCESS OF THE SERVICES.
WITHOUT PREJUDICE TO THE ABOVE, THE COMPANY MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED: (I) AS TO THE OPERATION OR AVAILABILITY OF THE WEBSITE OR THE SERVICES, OR THE INFORMATION, CONTENT, AND MATERIALS OR PRODUCTS INCLUDED ON THE WEBSITE OR PLATFORM; (II) THAT THE WEBSITE OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; (III) AS TO THE ACCURACY, RELIABILITY, OR CURRENCY OF ANY INFORMATION OR CONTENT PROVIDED THROUGH THE WEBSITE OR THE SERVICES; OR (IV) THAT THE WEBSITE OR THE SERVICES, THE CONTENT, OR E-MAILS SENT FROM OR ON BEHALF OF THE COMPANY ARE FREE OF VIRUSES, SCRIPTS, TROJAN HORSES, WORMS, MALWARE, TIMEBOMBS OR OTHER HARMFUL COMPONENTS.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS EXPRESSLY DISCLAIM ANY LIABILITY, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OF OTHERWISE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, INTANGIBLE OR CONSEQUENTIAL LOSSES OR DAMAGES ARISING OUT OF OR RELATING TO:
(A) ANY PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF THE COMPANY OR ITS AFFILIATES;
(B) ANY AUTHORIZED OR UNAUTHORIZED USE OF THE WEBSITE OR SERVICES, OR IN CONNECTION WITH THESE TERMS;
(C) ANY INACCURACY, DEFECT OR OMISSION OF ANY DATA OR INFORMATION ON THE WEBSITE;
(D) ANY ERROR, DELAY OR INTERRUPTION IN THE TRANSMISSION OF SUCH DATA;
(E) ANY DAMAGES INCURRED BY ANY ACTIONS, OMISSIONS OR VIOLATIONS OF THESE TERMS BY ANY THIRD PARTIES; OR
(F) ANY DAMAGE CAUSED BY ILLEGAL ACTIONS OF OTHER THIRD PARTIES OR ACTIONS WITHOUT AUTHORIZED BY THE COMPANY.
YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND AGREE THAT WE HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS CAUSE BY OUR GROSS NEGLIGENCE.
WE MAKE NO WARRANTY AS TO THE MERIT, LEGALITY OR JURIDICAL NATURE OF ANY TOKEN SOLD IN CONNECTION WITH THE SERVICES (INCLUDING WHETHER OR NOT IT IS CONSIDERED A SECURITY OR FINANCIAL INSTRUMENT UNDER ANY APPLICABLE SECURITIES LAWS).
BY MAKING USE OF THE SERVICES, YOU ACKNOWLEDGE AND AGREE THAT: (A) YOU ARE AWARE OF THE RISKS ASSOCIATED WITH TRANSACTIONS OF ENCRYPTED OR DIGITAL TOKENS OR CRYPTOCURRENCIES WITH A CERTAIN VALUE THAT ARE BASED ON BLOCKCHAIN AND CRYPTOGRAPHY TECHNOLOGIES AND ARE ISSUED AND MANAGED IN A DECENTRALIZED FORM ("DIGITIAL CURRENCIES"); (B) YOU SHALL ASSUME ALL RISKS RELATED TO THE USE OF THE SERVICES AND TRANSACTIONS OF DIGITAL CURRENCIES; AND (C) THE COMPANY SHALL NOT BE LIABLE FOR ANY SUCH RISKS OR ADVERSE OUTCOMES. AS WITH ANY ASSET, THE VALUES OF DIGITAL CURRENCIES ARE VOLATILE AND MAY FLUCTUATE SIGNIFICANTLY AND THERE IS A SUBSTANTIAL RISK OF ECONOMIC LOSS WHEN TRADING DIGITAL CURRENCIES OR ITS DERIVATIVES CONTRACTS.
IN JURISDICTIONS WHERE THE EXCLUSION OF CERTAIN WARRANTIES IS NOT ALLOWED UNDER LAW, THE ABOVE EXCLUSIONS AND LIMITATIONS SHALL BE APPLIED TO THE GREATEST EXTENT ENFORCEABLE UNDER APPLICABLE LAW.
YOU UNDERSTAND AND ACCEPT THAT THE COMPANY, ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, HOWSOEVER INCURRED OR CAUSED, INCLUDING WITHOUT LIMITATION, ANY LOSS OF PROFIT, GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA, COST OF SUBSTITUTE SERVICES, OR ANY OTHER INTANGIBLE LOSS.
NOTWITHSTANDING THE DAMAGES INCURRED BY YOU, THE COMPANY'S AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF THE TERMS OR YOUR ACCESS/USE OF THE SERVICES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, IS LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY YOU FOR THE SERVICES OR 100 USD. IN JURISDICTIONS WHERE THE EXCLUSION OF LIMITATIONS ON LIABILITIES IS NOT ALLOWED UNDER LAW, THE ABOVE LIMITATIONS SHALL BE APPLIED TO THE GREATEST EXTENT ENFORCEABLE UNDER APPLICABLE LAW.
All present and future copyright, title, interests in and to the Website and the Services, registered and unregistered trademarks, design rights, unregistered designs, database rights and all other present and future intellectual property rights and rights in the nature of intellectual property rights that exist in or in relation to the use and access of the Website and the Services, including all rights in respect of text, graphics, logos, images (as well as the compilation thereof), and any software (including in both object code and source code form) or other proprietary data or information used in connection with the Website or the Services (the "Company's IP"), are owned by or otherwise licensed to the Company. Subject to your compliance with these Terms, the Company grants you a non-exclusive, non-transferable (except with our written permission), non-sublicensable (except as otherwise permitted under these Terms), personal and revocable licence to access the Website and use the Services for your own personal, non-commercial use, and not for the benefit of any third party ("License").
We reserve all the rights in connection with the Company's IP, including, without limitation, the exclusive right to create derivative works. Notwithstanding anything to the contrary provided in these Terms, all such derivative works created or generated by a user based on or derived from content and the Company's IP ("Derivative Works") shall be owned exclusively by us. Except as expressly provided in these Terms, no part of the Website or the Services, including the content or marks in respect of the same may be copied, reproduced, modified, created for derivative works, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise dealt with for any other purpose whatsoever, without our express prior written permission.
You are allowed to use the Website and the Services only for lawful purposes and in accordance with these Terms. Further, you agree not to use the Website or the Services in any way that may violate any applicable law, exploit/harm anyone, for advertisement/promotional purpose, or to impersonate the Company/anyone.
Except as expressly stated in these Terms, nothing in these Terms should be construed as conferring any right in or license to our or any other third party's intellectual rights.
If and to the extent that any Company's IP are vested in you by operation of law or otherwise, you agree to do any and all such acts and execute any and all such documents as we may reasonably request in order to assign such Company's IP back to us.
Third parties participating on the Website may permit us to utilise trademarks, copyrighted material, and other intellectual property associated with their businesses. We will not warrant or represent that the content of the Website does not infringe the rights of any third party.
By acceptance of these Terms, you agree and acknowledge that all information and content provided by you, including your username, your contact list, transaction history, any messages, posts, comments, profit-and-loss cards/summaries, or user generated content (the "UGC") in any communication channel (including without limitation Twitter, Discord or Telegram) shall be considered non-confidential and non-proprietary information. By providing such UGC, you specifically grant the Company a non-exclusive, irrevocable, transferable, sub-licensable, royalty-free, worldwide license to use, copy, duplicate store, present and publish all or any part of the UGC, and the Company shall be free to use such UGC in any manner or media whatsoever, on an unrestricted basis and without any attribution or royalties or other compensation to you, including, without limitation, within or outside the Website, and in any digital or printed media.
You acknowledge that you shall be responsible for any UGC that you submit or transmit through the Website, including your responsibility as to the legality, reliability, appropriateness, originality and copyright of any such information or material. Additionally, you represent and warrant that: (a) you own all right title and interest in any UGC provided by you, (b) such UGC does not violate any applicable laws, and (c) the posting of your UGC by us (in any manner or media whatsoever, on an unrestricted basis) does not (and will not) violate the privacy rights, publicity rights, copyright, contract rights or any other rights of any individual or make derogatory remarks regarding, defame or otherwise criticise any person or entity. You shall be solely liable for any damage resulting from any infringement or other violation of the copyright, trademarks or other proprietary rights of any individual or entity, and for any other harm or losses resulting from any UGC.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information regarding the Website or the Services ("Feedback") provided by you to us are non-confidential and should become our sole property. We should own exclusive rights, including all intellectual property rights, and should be entitled to the unrestricted use and dissemination of these Feedback to any lawful purpose, commercial, or otherwise, without acknowledgment or compensation for you. You hereby waive any moral rights to any such Feedback, and you hereby warrant that any such Feedback are original with you or that you have the right to submit such Feedback. You agree there should be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Feedback.
The Company is an independent contractor but not an agent of you in the performance of these Terms. These Terms shall not be interpreted as facts or evidence of an association, joint venture, partnership or franchise between the parties.
All information provided on the Website and throughout the Services is for informational purposes only and should not be construed as professional advice. We do not provide investment advice or investment recommendations and no communication, through the Website or in any other medium, should not be considered as a substitute for tailored investment advice or construed as advice or recommendation.
Under no circumstances will the operation of all or any portion of the Website or the Services be deemed to create a relationship that includes any management of any assets, or the provision or tendering of investment advice.
The information and descriptions contained in the Website are not to be construed as an offering memorandum, advertisement or prospectus. Accordingly, this information is not intended to be a complete description of all terms, exclusions and conditions applicable to the Services described in this Website. This Website and any information or materials contained in it do not constitute the distribution, an offer or solicitation of any kind to purchase or sell any product, security or instrument whatsoever nor should they be construed as providing any type of investment or other advice or recommendations by us, any of our affiliates or third parties to any person in any jurisdiction where such distribution, offer, solicitation, purchase or sale would be unlawful under the laws of such jurisdiction. Moreover, we do not give investment advice, endorsement, analysis or recommendations with respect to any cryptocurrencies, digital assets, tokens or securities or provide any financial, tax, legal advice or consultancy services of any kind. We are not your broker, intermediary, agent, or advisor and has no fiduciary relationship or obligation to you in connection with any trades or other decisions or activities effected by you using this Website.
Investing in digital assets is highly risky and may lead to a total loss of investment. You must have sufficient understanding of cryptographic tokens, token storage mechanisms (such as token wallets), and blockchain technology to appreciate the risks involved in dealing in digital assets. You understand and agree that the value of digital assets can be volatile, and we are not in any way responsible or liable for any losses you may incur by using or transferring digital assets in connection with the Services. You should not take, or refrain from taking, any action based on any information contained on the Website. Before you make any financial, legal, or other decisions involving the Services, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate.
You agree to indemnify and hold harmless the Company and its affiliates and their respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers or contractors from and against any potential or actual claims, actions, proceedings, investigations, demands, suits, costs, expenses and damages (including attorneys' fees, fines or penalties imposed by any regulatory authority) arising out of or related to:
(a) your use of, or conduct in connection with, the Website or Services;
(b) your breach or our enforcement of these Terms; or
(c) your violation of any applicable law, regulation, or rights of any third party during your use of the Website or Services.
If you are obligated to indemnify the Company and its affiliates and their respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers or contractors pursuant to these Terms, the Company will have the right, in its sole discretion, to control any action or proceeding and to determine whether the Company wishes to settle, and if so, on what terms.
Your obligations under this indemnification provision will continue even after these Terms have expired or been terminated.
As between us, you will be solely responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority (collectively, "Taxes") associated with your use of the Services. Except for income taxes levied on the Company, you:
(a) will pay or reimburse us for all national, federal, state, local, or other taxes and assessments of any jurisdiction, including value-added taxes and taxes as required by international tax treaties, customs or other import or export taxes, and amounts levied in lieu thereof based on charges set, services performed or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, state, local or any other taxing jurisdiction; and
(b) shall not be entitled to deduct the amount of any such taxes, duties or assessments from payments made to us pursuant to these Terms.
You acknowledge that the Services contain the Company's and its affiliates' trade secrets and confidential information. You agree to hold and maintain the Services in confidence, and not to furnish any other person any confidential information of the Services or the Website. You agree to use a reasonable degree of care to protect the confidentiality of the Services. You will not remove or alter any of the Company's or its affiliates' proprietary notices. Your obligations under this provision will continue even after these Terms have expired or been terminated.
The Company expressly prohibits and rejects the use of the Website or the Services for any form of illicit activity, including money laundering, terrorist financing or trade sanctions violations. By using the Website or the Services, you represent that you are not involved in any such activity.
The Company has no liability to you if it is prevented from or delayed in performing its obligations or from carrying on its Services and business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, failure of a utility service or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation, or direction.
The parties shall attempt in good faith to mutually resolve any and all disputes, whether of law or fact, and of any nature whatsoever arising from or with respect to these Terms. These Terms and any dispute or claim arising out of or in connection with the Services or the Website shall be governed by, and construed in accordance with, the laws of Panama.
Any dispute that is not resolved after good faith negotiations may be referred by either party for final, binding resolution by Arbitration administered by Panama Conciliation and Arbitration Centre in accordance with its procedural rules for the time being in force. The tribunal shall consist of 1 arbitrator, who shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement. The language used in the arbitral proceedings shall be English. Each party irrevocably submits to the jurisdiction and venue of such tribunal.
Any Dispute arising out of or related to these Terms is personal to you and us and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a dispute as a representative of another individual or group of individuals. Further, a dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
Because the Company operates only on the Internet, it is necessary for you to consent to transact business with us online and electronically. As part of doing business with us, therefore, we also need you to consent to our providing you certain disclosures electronically via the Website. By agreeing to these Terms, you agree to receive electronically all documents, communications, notices, contracts, and agreements arising from or relating to your use of the Website and Services.
If any provision of these Terms is determined by any court or other competent authority to be unlawful or unenforceable, the other provisions of these Terms will continue in effect.
If any unlawful or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the clause, in which case the entirety of the relevant provision will be deemed to be deleted).
Our failure to enforce any provision of these Terms will not be deemed a waiver of such provision, nor of the right to enforce such provision.
All notices, requests, demands, and determinations for us under these Terms (other than routine operational communications) shall be sent to contact@merkle.trade.
You may not assign any or your rights or obligations under these Terms, whether by operation of law or otherwise, without our prior written consent. Notwithstanding anything contained herein, we may assign our rights and obligations under these Terms in our sole discretion (without your consent) to an affiliate for any reason, including without limitation any assignment or novation in connection with a reincorporation to change the Company's domicile.
No third party shall have any rights to enforce any terms contained herein.
Any links to third party websites from the Services does not imply endorsement by us of any product, service, information or disclaimer presented therein, nor do we guarantee the accuracy of the information contained on them. If you suffer loss from using such third party product and service, we will not be liable for such loss. In addition, since we have no control over the terms of use or privacy policies of third-party websites, you should carefully read and understand those policies.
You should conduct your own due diligence of any issuer or cryptocurrencies and consult your advisors prior to making any decision to trade with the Protocol. You are solely responsible for determining whether any strategy, trade or related transaction is appropriate for you according to your personal objectives, financial circumstances and risk tolerance, and you shall be solely responsible for any loss or liability therefrom. You should consult legal or tax professionals regarding your specific situation.
We do not recommend that any cryptocurrencies should be bought, earned, sold, or held by you and we will not be held responsible for the decisions you make based on the information provided by us on this Website.
You acknowledge and agree that the Website and the Services are currently in the initial development stages and there are a variety of unforeseeable risks with utilising the foregoing. In the worst scenario, this could lead to the loss of all or part of your digital assets interacting with the Website or the Services. IF YOU DECIDE TO UTILISE THE WEBSITE OR THE SERVICES YOU EXPRESSLY ACKNOWLEDGE, ACCEPT AND ASSUME THE BELOW RISKS AND AGREE NOT TO HOLD THE COMPANY OR ANY OF THEIR AFFILIATES RESPONSIBLE FOR THE FOLLOWING RISKS:
(a) You acknowledge and are aware that using the Website or the Services, and/or trading derivatives carry financial risk of such risks. Transactions relating to digital assets are very risky, and such digital assets are, by their nature, highly experimental, risky, volatile and generally irreversible.
(b) You represent that you have sufficient knowledge, market sophistication, professional advice and experience to make your own evaluation of the merits and risks of trading derivatives. You accept all consequences of participating in such interactions, including the risk that you may lose access to your digital assets indefinitely. All decisions to trade leveraged derivatives are made solely by you. Notwithstanding anything in these Terms, the Company accepts no responsibility whatsoever for and will in no circumstances be liable to you in connection with any interaction with the Website or the Services, or the trading of any derivatives.
(c) Digital assets and derivatives are not legal tender, are not backed by the government, and are not subject to any "Deposit Insurance Scheme" or protections under any banking or securities laws. The Company is not a bank and does not offer any lending services, fiduciary services, or security broking services.
(d) The prices of blockchain assets are extremely volatile. Fluctuations in the price of other digital assets could materially and adversely affect the value of derivatives, which may also be subject to significant price volatility. We cannot guarantee that any user trading derivatives will not lose money.
(e) Neither the Website nor the Services hold in custody, store, send, or receive any of your digital assets. This is because your digital assets exist only by virtue of the ownership record maintained on the relevant blockchain network (e.g. Aptos). Any transfer of digital assets occurs within the relevant blockchain network, and not on the Website or the Services.
(f) All smart contracts may contain security vulnerabilities, errors, failures, bugs or economic loopholes which may be exploited by third parties, causing you to suffer losses in connection with any digital assets or bridged/wrapped assets utilised in connection with the smart contracts, the Website or the Services. Interaction with the Website and the Services are entirely at your own responsibility and liability, and the Company is not a party to the smart contracts. Further, when you interact with the Website or the Services and place an order to trade, the trade will be irrevocably confirmed once there is a matching bid/offer and you will not be able to withdraw the trade order.
(g) No party (including the Company) is able to guarantee the future performance of derivatives, any specific level of performance, the success of any strategy or your overall results from trading derivatives. When reviewing the information, portfolio, performance, opinions of any party, do not assume that such party is unbiased, independent or qualified to provide financial information or opinions. Past performance and risk scores have many inherent limitations and are not indicative of future results. No representation or guarantee is being made that any derivatives will or is likely to achieve gains or losses similar to the past performance. The actual percentage gains or losses experienced by users will vary depending on many factors.
(h) Hackers or other malicious groups or organisations may attempt to interfere with the Website or the Services in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Furthermore, because the relevant blockchain network comprises open-source software, there is the software underlying the Website or the Services may contain intentional or unintentional bugs or weaknesses that may negatively affect the Website or the Services or the smart contracts, or result in the loss of the user's original digital assets or bridged/wrapped assets, or the loss of the user's ability to access or control their digital assets. In the event of such a software bug or weakness, there may be no remedy, and users are not guaranteed any remedy, refund or compensation.
(i) The Website, the Services and the underlying smart contracts may rely on or utilise a variety of external third party services or software, including without limitation decentralised cloud storage services, analytics tools, oracles, hence therefore the Website or the Services may be adversely affected by any number of risks related to these third party services/software, which may be compromised in the event of security vulnerabilities, cyberattacks, malicious activity, or technical interruptions.
(j) You accept and confirm that a conflict of interest may arise when the interest of the Company and its affiliates competes or may appear to compete with your interests under these Terms. Specifically, you hereby acknowledge and confirm that: (a) the Company may participate in certain transactions in an individual capacity; (b) the Company may execute at the same time its own orders which may be opposite that of a user; (c) the Company may establish business, including without limitation, trading relationships with other ecosystem players, financial institutions, digital asset owners, digital asset exchanges, issuers of financial instruments and we may have a financial interest in such instruments; (d) the Company may seek to act as a market maker and in this context there may be inherent conflicts of interest; and (e) the Company may compensate or share its revenues from activities in connection with the Website or the Services with various users, the Company's affiliates, partners or other similar parties.