Terms of Service

1. Interpretation

In these Terms, unless the context requires otherwise, the terms shall have the following meaning:

“Affiliate” means a person controlling, controlled by, or under the same control with us.

“Application” has the meaning provided in the preamble of these Terms.

“Communications” means any letters, notices, messages, demands, requests, or other communications which may be required, permitted, or contemplated hereunder.

“Digital Assets” means cryptocurrencies and other cryptographic tokens, such as, for example, USD Coin (USDC), Bitcoin (BTC), Ether (ETH), Wrapped BTC (WBTC), etc.

“Digital Wallet” shall mean a pair of public and private cryptographic keys that can be used to track ownership of, receive or spend digital Digital Assets. A Digital Wallet usually has a public address associated with it.

“Dispute” means any dispute, controversy, claim, suit, action, cause of action, demand, and/or proceeding.

“Documentation” means documentation, information, and other materials relating to the Platform or Protocol published by us or on our behalf, regardless of whether made available on the Platform or otherwise, including the documentation available at https://docs.gearbox.finance.

“Force Majeure” has the meaning provided in Section 27 of these Terms.

“Licence” has the meaning provided in Section 12 of these Terms.

“Open-Source Licences” means open-source licences that generally allow the software, other components and items to be freely used, modified and shared, and licences that comply with the open-source definition.

“Platform” means the Website and Application, as defined in the preamble of these Terms, including the software, applications and components related thereto. It is expressly acknowledged that the Platform does not include the Protocol that we neither control nor operate.

“Prohibited Jurisdiction” means any of the following jurisdictions and territories: Republic of Cuba, Democratic People's Republic of North Korea, South Sudan, Islamic Republic of Iran, Syrian Arab Republic, the People’s Republic of China, United States of America (including its territories: American Samoa, Guam, Puerto Rico, the Northern Mariana Islands, and the U.S. Virgin Islands), the Crimea Region of Ukraine and Sevastopol, Donetsk People’s Republic and Luhansk People’s Republic regions of Ukraine, and any jurisdiction in which the use of the Platform is prohibited by applicable laws or regulations.

“Prohibited Person” means any citizen or resident of, or person subject to jurisdiction of, any Prohibited Jurisdiction, or person subject to any sanctions administered or enforced by any country, government or international authority.

“Protocol” means the Gearbox blockchain protocol, a decentralised, autonomous smart-contract system deployed on the Ethereum blockchain main network and, from time to time, other Ethereum Virtual Machine-compatible blockchain networks.

“Related Parties” means us, Affiliates, our and Affiliates’ respective shareholders, directors, officers, employees, agents, advisors, contractors, and assignees.

“Terms” means these Terms of Service, as may be amended from time to time.

“Third-Party Content” means any content, information, materials, and items provided by third parties or produced from third-party sources, including (i) the description of, links to or elements of the Third-Party Services, (ii) promotional materials and advertisements, other third-party materials and data, (iii) third-party websites and resources, and links thereto, and (iv) any information produced or derived from third-party sources, including information about the value and price of Digital Assets, exchange rates between Digital Assets, blockchain transactions, information about circulating supply, total value locked and other similar data pertaining to any Digital Assets, not limited to the above.

“Third-Party Costs” means any costs, fees, or expenses that are charged by third parties, including, for example, the Ethereum blockchain network or other blockchains gas costs, fees related to Third-Party Services, etc.

“Third-Party Services” means any software, services, items, and solutions that are not provided by us, such as, for example, software wallets, analytic tools, blockchain smart-contracts (including automated market-making (AMM) protocols and decentralised exchange smart-contract systems), as well as third-party mining and yield farming pools and initiatives.

“User-Generated Content” means any of your comments, suggestions, recommendations or other feedback provided in connection with or relating to the Platform, our other products and services (regardless of whether such feedback was provided through the Platform or otherwise on the Internet).

“we”, “us”, “our” has the meaning provided in the preamble of these Terms.

“Website” has the meaning provided in the preamble of these Terms.

“you”, “your” means the person who accepts these Terms; if you are acting on behalf of an entity, “your” and “you” shall refer to both you as an individual using the Platform, and the entity on whose behalf you are acting.

Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders; words in the singular shall include the plural and in the plural shall include the singular; any words following the terms including, include, in particular, for example, or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms; Section headings do not affect the interpretation of these Terms. You hereby agree that a rule of construction does not apply to our disadvantage because we were responsible for the preparation of these Terms.

2. Modification

We may modify, supplement or update these Terms from time to time at our sole discretion. If we make changes to these Terms, we will notify you of such changes by providing a notice via the Platform and/or updating the “Last Updated” date at the top of these Terms. Unless otherwise specified in our notice, updated Terms shall be effective immediately, and your continued use of the Platform will confirm the acceptance of such updated Terms. If you do not agree to any amended Terms, you must immediately discontinue any access to or use of the Platform.

3. Protocol VS. Application

The Application is merely one among numerous web-hosted user interfaces allowing you to access the Protocol, it does not process any transactions involving Digital Assets nor any other blockchain transactions. You hereby acknowledge the distinction between the Protocol and the Application, and that we are not responsible for the Protocol's operation, performance, or functioning. The Protocol is self-governing, autonomous and decentralised, and we are not involved in its operation or management in any way.

The Protocol consists of open-source smart contracts deployed on blockchain network(s) that function in a decentralised and autonomous manner. These smart contracts can be reviewed, verified, utilised, copied, modified, and distributed by anyone, subject to the terms of the applicable licences. Before using the Protocol and any underlying software, you should carefully review and assess them, as any use is at your own risk. You should always do your own research.

We neither control nor influence the Protocol in any way, and moreover, we possess no means to do so. Likewise, we do not control the underlying blockchain networks on which the Protocol is deployed, as well as any software through which such networks are formed. Accordingly, in no event shall we be responsible for or 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.

For more details concerning the Protocol, please refer to the information and materials available on the Website and in the Documentation, which information and materials are provided for the information purposes only, are not binding and do not form a part of these Terms.

4. Digital Wallet

When using Application, you may connect your Digital Wallet through one of the compatible third-party software wallets, such as, for illustration purposes only, MetaMask, TrustWallet, WalletConnect and alike (if and as may be made available). Software wallets constitute Third-Party Services and we are not responsible for, do not endorse, shall not be held liable in connection with, and do not make any warranties, whether express or implied, as to the software wallets used by you with the Application or otherwise. When using third-party software wallets, you should review applicable terms and policies that govern your use thereof. We never receive access to or control over your Digital Wallet or Digital Assets held in such Digital Wallet. Therefore, you are solely responsible for securing your Digital Wallet and credentials thereto (including private key, seed phrase, password, etc.). You may disconnect your Digital Wallet from the Application at any time.

5. Eligibility

To be eligible to access and use the Website, you must:

1. be able to form a legally binding agreement with us on terms herein set forth;

2. if an individual, be at least 18 (eighteen) years of age, or of such higher age required to enter into a binding agreement with us on the terms set out herein according to the laws of the jurisdiction where you reside;

3. neither be a Prohibited Person nor use the Platform for the benefit of a Prohibited Person; and

4. comply with these Terms.

To be eligible to access and use the Application, you must:

1. meet the eligibility requirements set out in items (i) through (iv) of this Section 5; and

2. use the Application for your business purposes only, and not as a consumer, and you hereby further agree and acknowledge that the Application is available for your commercial use only. You are not allowed to use the Application in your capacity as a consumer.

6. Disclaimers and acknowledgements

You hereby acknowledge and agree that we do not provide any custodial or similar services, custodial solutions or software, nor do we act as your agent or representative. We do not control, manage, or custody any of your Digital Assets.

We shall not be held responsible or liable for any operations carried out by you or any other person with the use of, or through, the Application, including the receipt, use, storage, or disposition of Digital Assets. We do not act as an intermediary or party to any transaction made through the Application and shall not be responsible for ensuring the completion or performance of any transaction made on the blockchain. We do not control or influence transactions involving Digital Assets and cannot cancel, reverse, block, or freeze any transactions conducted by you or any other user. You are responsible for ensuring that all your transactions comply with applicable laws and regulations.

Digital Assets are highly volatile, meaning their value, price and exchange rates may change dramatically in a short time due to various factors and forces. Certain Digital Assets may lose their value entirely. The composition of Digital Assets supplied to certain Third-Party Services, such as AMMs, may change, and their value may rise, fall, or drop significantly.

We do not facilitate or intermediate your interactions with the Protocol or Third-Party Services and shall not be responsible or held liable for any damages or losses you may incur as a result of changes in the composition, value, or price of your Digital Assets.

We are not your broker, fund manager, or any intermediary to any broker or fund manager. Nothing contained herein or on the Platform shall be considered as broker and/or fund management services, or any intermediation services related thereto.

We do not provide financial advisory, legal, regulatory, or tax services directly, indirectly, implicitly, or in any other manner, and you should not consider any content contained in these Terms, information, or materials provided by us (or on our behalf), as well as on the Website or in the Documentation, to be a substitute for professional financial, legal, regulatory, tax, or other advice.

The terms “investment”, “investing”, “deposit”, and other similar terms, as may be used in the Application, on the Website, in the Documentation, as well as in other materials provided to you in connection with the Platform, are not meant to be interpreted literally. Rather, such terms are being used to draw rough, fuzzy-logic analogies between the heavily automated and mostly deterministic operations of decentralised smart-contracts and the discretionary performance of traditional off-chain transactions by people.

The Platform, including any information and materials available thereon, is not intended to constitute an offer of securities or Digital Assets or a solicitation for investment in, or purchase of securities or Digital Assets in any jurisdiction, nor is it intended to constitute a prospectus or offer document of any type. We do not provide any opinion or advice to purchase, sell, or otherwise transact with Digital Assets, and nothing communicated by us shall form the basis of, or be relied upon in connection with, any contract or investment decision. Please consult your own legal or financial advisor before making any decision and always conduct your own research.

7. Warranties and representation

You represent and warrant to us that:

1. you have sufficient understanding of the functionality, usage, storage, transmission mechanisms and intricacies associated with Digital Assets, Digital Asset storage facilities, including Digital Wallets, software wallets, distributed ledger technology, blockchain-based software, automated market-makers (AMMs), decentralised exchanges, etc.;

2. you access and use the Application only for commercial (business) purposes, and you do not access or use the Application as a consumer;

3. any Digital Wallet used by you with or within the Application is either owned by you, or that you are validly authorised to carry out transactions using such Digital Wallet;

4. any funds or Digital Assets used by you to carry out transactions are from legitimate sources and were lawfully acquired;

5. you are not subject to any sanctions administered or enforced by any country, government or international authority nor are you resident or established (in the case of a corporate entity) in a country or territory that is subject to a country-wide or territory-wide sanction imposed by any country or government or international authority;

6. you shall be solely responsible for all and any transactions with Digital Assets carried out with the use of the Application, and for their consequences and outcomes;

7. you understand and agree that we do not act as your agent or fiduciary, and that we do not control or custody your Digital Assets in any manner;

8. if you are acting for or on behalf of an entity, such entity is duly incorporated, registered, validly existing and in good standing under the applicable laws of the jurisdiction in which the entity is established, and in each jurisdiction where it conducts business;

9. accessing and/or using the Platform is not unlawful or prohibited under the laws of your jurisdiction or under the laws of any other jurisdiction to which you may be subject, and your access to and use of the Platform shall be in full compliance with applicable laws;

10. you will comply with any applicable tax obligations in your jurisdiction arising from your acquisition, storage, sale, or transfer of Digital Assets, and any other transactions carried out by you;

11. you understand that purchasing, selling, and holding Digital Assets carries substantial risk as the prices may change rapidly, and that you should obtain appropriate professional advice before making any decision;

12. you shall not make any decisions based solely on the information available on or provided through the Platform, data or materials otherwise made available by us or on our behalf, such as via Website or Documentation, and you shall conduct your own substantial research and analysis before making any decision;

13. your use of information or materials made available on or through the Platform, or otherwise communicated by us, shall be at your own risk, and that nothing contained on the Platform shall be deemed a guarantee or promise that such information is true or correct, or that any transaction carried out by you will be suitable for you;

14. you will carefully evaluate, check and verify any Third-Party Content before you use it or rely upon it in any manner; and

15. all of the above representations and warranties are true, complete, accurate, and non-misleading from the time when you accept these Terms, and for the whole period of your use of the Platform.

8. Prohibited use

You agree that you shall not conduct or participate in any of the following activities when accessing or using the Platform, or in connection with such access or use:

1. disrupting, interfering with, or inhibiting other users from using the Platform, or carrying out activities that could disable, impair, or harm the functioning of the Platform, servers, underlying software, or Third-Party Services;

2. posting, uploading, or submitting any content that is illegal, infringing, harmful, offensive, or inappropriate (the final decision on whether the content is appropriate shall be taken by us at our sole discretion);

3. using the Platform or underlying software for any illegal purposes, including, but not limited to, terrorism financing, money laundering or to evade taxes;

4. circumventing or attempting to circumvent any access or functionality restrictions or limitations with respect to the Platform or underlying software, using malware, harmful code or software, undertake hacker or other attacks, take advantage of any technical malfunction, error, delay, or security breach;

5. use the Platform or related information for any purpose that is harmful or detrimental to us, our Affiliates, the Platform, or the users of the Platform;

6. carrying out activities aimed at manipulating the market or Digital Assets prices, spoofing, fictitious or wash trading;

7. violating any rights of any third person, including trademark or intellectual property rights;

8. carrying out fraudulent activities, providing any false, inaccurate, or misleading information in order to unlawfully obtain Digital Assets or property of other users or third persons;

9. copying, reproducing, or cloning the Platform, or duplicating its essential elements, or creating derivative works based on the Platform or its elements without our prior written consent (subject to the terms of Open-Source Licences if and as applicable); and

10. carrying out any other unlawful activities, or activities that violate any applicable regulations, rules, orders, etc.

9. Third-party content

When using the Platform, you may view or interact with the Third-Party Content. Furthermore, the Application displays certain Third-Party Content generated from third-party sources and Third-Party Services such as, for example, information about the prices of certain Digital Assets, exchange rates between different Digital Assets, blockchain and other transactions, balances, rates, etc. We do not endorse or make any warranties, whether express or implied, with regard to the Third-Party Content, and shall not be responsible for or held liable in connection with any Third-Party Content. You hereby affirm and acknowledge that your use of or reliance upon Third-Party Content, and your interactions with third parties that are linked to or from the Platform, shall always be at your own risk, and we shall in no event be responsible for or held liable in connection therewith. To the maximum extent permitted by the applicable law, in no event shall we be responsible for or held liable in connection with any loss or damage of any sort incurred by you as the result of, or in connection with accessing or using any Third-Party Content.

10. User generated content

By creating or furnishing User Generated Content, you grant us a non-exclusive, irrevocable, royalty free, perpetual, fully paid up, worldwide licence (right) to use, copy, edit, reproduce, translate, publicly display and perform, distribute, create derivative works based on your User Generated Content, and the right to assign these rights to third parties in whole or in part. We may use, reproduce, disclose, make publicly available and otherwise exploit any of the User Generated Content, throughout the world at our sole discretion, without restrictions or any obligations to you.

11. Updates and availability

We may from time to time and without prior notice make certain updates, improvements, or modifications to the Platform, including, but not limited to, updates to the related software, infrastructure, security protocols, technical configurations, functionality, financial structure, or service features, and we shall not be in any case held liable with respect to any such updates. You hereby affirm and acknowledge that occasionally the Platform may be unavailable or its operation may be interrupted, and you accept and assume such risks in full.

12. License

Subject to your continued compliance with the eligibility requirements set out in Section 5 of these Terms, we hereby grant you a limited, temporary, non-transferable, non-exclusive, revocable, non-sublicensable licence (right) to access and use the Platform for its intended purpose on the terms set forth herein (the “License”). The License is subject to other terms and conditions provided in these Terms and will remain effective until terminated as provided herein. Any open-source software, components and items will not be covered by the License granted hereunder, and will be subject to the terms and conditions of the applicable Open-Source Licences. The License granted hereunder shall terminate and cease upon the occurrence of any of the following events: (i) these Terms expire or are terminated; (ii) you violate these Terms; (iii) we choose to terminate the License or your access to the Platform at our sole and absolute discretion, with or without reason. Your access and use of the Platform shall not violate the terms of the License and/or Open-Source Licences, if and as applicable.

13. Proprietary rights

The “Gearbox”, “Gearbox Protocol”, “Gearbox.fi” and “Gearbox.finance” names, related logos, trademarks, URLs, domain names, design elements, etc. belong to us and/or applicable rights holders. Subject to the terms of the License granted hereunder, neither your use of the Platform nor anything contained in these Terms or materials made available on or through the Platform gives you any rights, title or interest in or to the Platform, the content available thereon, or any intellectual property. You may not obscure, remove or alter any marks or notices displayed on the Platform. Any rights not expressly granted to you under the License and/or applicable Open-Source Licences are reserved by us and/or other rights holders as the case may be.

Certain components used in the Platform may be distributed under Open-Source Licences, the terms of which shall be made available to you, and you agree to abide by and comply with the terms of such Open-Source Licences, if applicable. Subject to the foregoing sentence, the Platform, including its elements and components, may not be copied, reproduced or imitated, in whole or in part, without our prior written permission.

14. Availability and access

Generally, we are not going to terminate access to the Platform for any eligible person, the Platform is public and generally can be accessed without login or registration. At the same time, the availability and functionality of the Platform depend on various factors. We do not warrant or guarantee that the Platform will operate and/or be available at all times without disruption or interruption, or that it will be immune from unauthorised access, bug-, virus-, or error-free. The Platform may be inaccessible or inoperable from time to time for any reason, including, for example, equipment malfunctions, maintenance procedures or repairs, updates, force majeure circumstances, disruptions, sophisticated hacker or malware attacks, and temporary or permanent unavailability of the Protocol or its underlying blockchain infrastructure, and/or unavailability of respective Third-Party Services or services of external partners. Accordingly, the access to or use of the Platform may be prevented or limited without notice. We may, at our sole and absolute discretion, at any time and without prior notice and liability terminate or discontinue the Platform or any of its components.

15. Restriction pf access

We may, at our sole and absolute discretion, limit, suspend or restrict access to the Platform or any of its components (such as the Application) for persons who reside or are located in specific jurisdictions or territories, including in accordance with our internal risk management policies or due to legal uncertainty. You hereby agree that we may install and utilise certain software, solutions and/or tools (for example, geo-blocking or geo-fencing solutions) that allow for identifying users from certain restricted jurisdictions, or those who have violated these Terms or the law, and restrict their access to and use of the Platform. We may further restrict or suspend your access to and/or use of the Platform or any of its components, as well as any products or services provided by us with immediate effect and without notification if we, acting at our sole discretion, determine that (i) you have violated or are likely to violate these Terms, the law, or applicable regulations, or (ii) you or your actions create possible legal exposure for us or Related Parties.

16. No advice

No part of the information or content available on the Platform or otherwise communicated by us or on our behalf, or in the Documentation, should be considered to be business, legal, financial, investment, or tax advice, or advice of a broker regarding any matters to which all or any part of such information relates. You should consult your own legal, financial, tax, or other professional advisor regarding this information. We shall not be responsible for the accuracy of the information and materials contained on or provided through the Platform or Documentation, therefore any use of such information and materials is at your own discretion and risk, and you shall be solely responsible for any possible damages or losses arising from such use.

17. Limitation of liability

To the maximum extent permitted under the applicable law, in no event shall:

1. we or Related Parties be responsible for or held liable in connection with the Protocol, its underlying software and blockchain networks, their operation, functioning or use;

2. we or Related Parties be responsible for or held liable in connection with any transactions you make through the Application or otherwise on the blockchain, or for any damages or losses that may be incurred as a result of such transactions;

3. we or Related Parties be responsible for or held liable in connection with any Third-Party Content or Third-Party Services;

4. we or Related Parties be responsible for or held liable in connection with inaccuracy or incompleteness of any content or information, whether provided through the Platform, in the Documentation, or communicated otherwise;

5. we or Related Parties be responsible for or held liable in connection with any third persons’ conduct;

6. we or Related Parties be liable for any damages or losses arising in connection with trojan horses, third-party hostile interferences, hacker attacks, phishing attacks, malware attacks, regardless of whether (a) such attacks targeted you, other users, us, the Protocol, or the Platform, and (b) we managed to take timely or effective measures against such attacks;

7. we or Related Parties be liable or responsible for any indirect, special, punitive, exemplary, incidental, or consequential damages of any kind, nor shall we or Related Parties be liable for the loss of goodwill, loss of profits (including expected), loss of data, diminution of value, and business interruption arising out of or in connection with these Terms or their violation, the use or inability to use the Platform, and/or the failure of the Platform to perform as represented or expected, whether based upon breach of warranty or contract, negligence, strict liability, tort, or any other legal theory, regardless of whether we or any of Related Parties have been advised of the possibility of such damages;

8. our or Related Parties’ officers, directors, employees, consultants and shareholders be held personally liable in connection with these Terms or their violation, or the use or inability to use the Platform or Protocol, provided that this item “(viii)” shall not limit our liability as an entity; and

9. our and Related Parties’ aggregate liability to you for all and any damages and losses whatsoever arising out of or in connection with these Terms, their undue performance or violation, interaction with, use or inability to use the Platform exceed US $1,000 (one thousand U.S. dollars)

You shall not, and to the maximum extent permitted under the law hereby waive any right to, seek to recover the damages listed above in this Section 17 from us, Related Parties and/or respective persons specified above. Inasmuch as some jurisdictions do not allow the exclusions or limitations as set forth herein, the above exclusions and limitations shall apply to the maximum extent permitted by the applicable law.

You hereby expressly waive and release us from all and any liability, damages, losses, claims, or causes of action that arise from or relate to these Terms, your use of the Platform, as well as any transactions carried out by you with the use of the Platform. To the maximum extent permitted under the applicable law, you further waive any and all protections and benefits granted to you under the applicable law that limit or impair the release and waiver contained in the foregoing sentence, including due to the fact that you does not know or suspect to exist in your favour at the time of executing the release.

Nothing contained herein limits liability arising from personal injury, fraud, intentional misconduct, or gross negligence.

18. Indemnification

To the fullest extent permitted under the applicable law, you shall indemnify, defend, and hold harmless us and Related Parties from and against any and all claims, demands, actions, damages, losses, costs, and expenses (including reasonable professional and legal fees) that arise from or relate to (i) your violation of these Terms, including making untrue or false representations or warranties, (ii) your access to or use of the Platform, (iii) exercising, enforcing or preserving our rights, powers or remedies (or considering doing so) with respect to you in connection with these Terms, and (iv) your obligations to pay taxes and similar payments. We reserve the right to exercise sole control over the defence, at your sole cost and expense, of any claim subject to an indemnity set out in this Section 18. The indemnity set out in this Section 18 is in addition to, and not in lieu of, any other remedies that may be available to us under the applicable law.

19. No warranties and representation

The Platform is provided on an “as is” and “as available” basis, and any access to and use of the Platform will always be at your own risk. We make no warranty of any kind, express or implied, including, but not limited to, the implied warranties of title, non-infringement, integration, merchantability, and fitness for a particular purpose, and any warranties implied by any course of performance or usage of trade, with respect to the Platform, all of which are expressly disclaimed.

We do not warrant, whether expressly or impliedly, and expressly disclaim any warranty and/or representation that:

1. the Platform will work as expected, be secure, error-free or available at any particular time or place, have any specific functionality, or will continue working, operating or functioning for any period of time;

2. your use of the Platform or any transactions carried out through the Application will meet your expectations or be beneficial to you;

3. any information provided on or through the Platform, or otherwise communicated by us in connection with the Platform, including information displayed in the Application, will be timely, accurate, reliable, complete, true or correct;

4. any defects, flaws, bugs or errors in the Platform will be corrected; and/or

5. the Platform will be free of viruses, bugs, trojan horses, malfunctions, or other harmful components, or properly protected from hacker, malware or other attacks, or third-party hostile interferences.

20. Waiver of fiduciary duties

These Terms and the Platform are not intended to create or impose any fiduciary duty on us with respect to you. Notwithstanding anything to the contrary contained in these Terms or applicable provisions of law or equity, and to the maximum extent permitted by the applicable law, we shall owe no fiduciary duties to you, provided, however, that we shall have the duty to act in accordance with these Terms and the implied contractual covenant of good faith and fair dealing to the extent required by the law.

21. Associated costs

The Platform is accessible without charge and we do not earn any profit from your use of the Platform. However, the Protocol, which functions separately from us, as well as certain Third-Party Services, may charge fees for certain transactions conducted by you. You may also incur certain Third-Party Costs when you make a blockchain transaction and the underlying blockchain network charges you a gas fee for its processing. Additionally, certain fees may be charged by the software wallet you use, not limited to the above. You shall solely bear any and all such expenses and Third-party Costs, and shall solely be responsible in connection therewith. You should always verify and review any Third-Party Costs associated with your transactions independently.

22. Transactions

Due to the nature of the blockchain, any transactions carried out by you with the Digital Assets are irreversible and final. You may not claim refunds or cancel transactions once they have been processed by the underlying blockchain network. You are solely responsible for any transactions carried out with the use of the Application and you will carefully appraise and assess the risks involved in every such transaction before it is made. You shall solely make all decisions with regard to your transactions, and shall be solely responsible for their consequences, including possible losses and damages.

23. Void transactions

Any Digital Assets misappropriated or obtained as a result of or in connection with the violation of these Terms or intended logic of the Application, including any interference in the operation of the Application or underlying software or any attack on us, the Platform or its users, shall be prohibited, and any transactions related to the foregoing shall be considered null and void ab initio.

24. Risk disclosure statement

By accepting these Terms you hereby expressly acknowledge, accept, and assume the risks set out in our risk disclosure statement available at https://app.gearbox.finance/risks. You hereby acknowledge, accept, and assume the risks set out in the risk disclosure statement and represent that neither we nor Related Parties shall be held liable or responsible for any damages or losses arising from or in connection with such risks. You hereby release, discharge and waive any and all claims, whether known or unknown, that you have or may have against us and Related Parties that relate to or arise in connection with any of the risks set out in the risk disclosure statement.

25. Applicable law

These Terms, as well as any and all relationship between you and us relating to the Platform and any matters contemplated herein, shall be governed by, construed and enforced in accordance with the laws of England and Wales, without regard to conflict of law rules or principles that would cause the application of the laws of any other jurisdiction. For the avoidance of doubt, the United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms.

26. Disputes resolution

Except for any Disputes in which either party seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and we hereby agree to settle and finally resolve any Dispute arising out of or in connection with the Platform, these Terms and any matters contemplated herein in binding arbitration and in accordance with this Section 26. Binding arbitration is the referral of a Dispute to a qualified person(s) who will review the Dispute and make a final and binding determination, by making an order, to resolve the Dispute.

For any Dispute that you have against us or relating to the Platform, these Terms or any matters contemplated herein, you shall first contact us and attempt to resolve the Dispute informally by sending a notice to us by email at legal@gearbox.foundation. The notice must include your name, address and email, and such other information necessary to identify you or assess your inquiry, describe the nature and basis of the Dispute and set forth the specific relief sought. If we and you cannot reach an agreement to resolve the Dispute within thirty (30) days after such notice is received, then either party may submit the dispute to binding arbitration administered by the London Court of International Arbitration, in accordance with the terms set forth below.

Any Disputes arising out of or in connection with the Platform, these Terms, or any matters contemplated herein, including any question regarding the existence, validity, or termination of these Terms, shall be referred to and finally resolved by the binding arbitration under the London Court of International Arbitration rules, which are deemed to be incorporated by reference herein. The number of arbitrators shall be one (1). The seat, or legal place, of arbitration shall be London, England. The language to be used in the arbitral proceedings shall be English. The arbitration hearing shall be conducted digitally by conference call, videoconference, or using other communications technology. Any and all notices, requests, demands, and other communications which are required or may be given in connection with the arbitration shall be sent in electronic form, either via email or other electronic means including via any electronic filing system operated by the London Court of International Arbitration. Any and all notices, requests, demands, and other communications sent by electronic means shall be treated as having been received by a recipient on the day it is transmitted (such time to be determined by reference to the recipient’s time zone). Unless otherwise required by the applicable law, and to the maximum extent permitted and possible, you, we, and the arbitrators shall maintain the confidentiality of any arbitration proceedings, judgments and awards, including, but not limited to, all information gathered, prepared and presented for purposes of the arbitration or related to the Disputes. Unless prohibited under the law, the arbitrator will have the authority to make appropriate rulings to safeguard confidentiality.

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 in any circumstances. There will be no class or other type of representative action, whether within or outside of arbitration where an individual attempts to resolve a Dispute as a representative of another individual or group of individuals.

To the maximum extent permitted under the applicable law, you and we hereby waive the rights to a jury trial, class action arbitration, and to have any Dispute resolved in court.

To the maximum extent permitted under the applicable law, you and we hereby agree that any claim arising out of or related to the Platform, these Terms, or any matters contemplated herein shall be filed within one (1) year after the ground for such claim arose; if the claim is not filed within this term, such claim shall be permanently barred, which means that neither you nor we will have the right to assert such claim.

27. Communication

You agree and consent to receive electronically all Communications that we provide in connection with these Terms and any matters contemplated herein. You agree that we may provide Communications to you by posting them on the Platform or in our Twitter account available at https://twitter.com/GearboxProtocol, provided that only those postings shall be deemed to constitute Communication that are expressly marked as relating to these Terms. All Communications specified in this paragraph shall be deemed in writing, valid and of full legal force, and delivered to you on the day following the day when they are published. It is your responsibility to regularly monitor the above communication channels for updates. You may electronically communicate with us by sending Communications to the following email address: legal@gearbox.foundation. We may require you to provide additional data or documents that will allow us to identify you and properly assess your inquiry.

28. Force majeure

We shall not be held liable or responsible for any non-performance or undue performance of its obligations hereunder if such non-performance or undue performance results from or is caused, directly or indirectly, by the Force Majeure circumstances. Force majeure circumstances (the “Force Majeure”) include, without limitation, (i) fire, flood, hostility, pandemic, the act of God, explosion, strike, (ii) war, undeclared war, civil war, revolution, riot, act of terrorism, military actions and operations, (iii) epidemic, pandemic, insurrection, riot, labour dispute, accident, (iv) sanctions, government actions, embargoes, (v) injunctions, cease and desist orders, restraining or similar orders, other actions of a court, governmental or other authorities, (vi) weaknesses, vulnerabilities and bugs in, and mulfunctions of, the software, blockchain networks, smart-contracts, other technologies related to, relied upon by, or used in connection with, the Platform, 51% attacks or similar attacks on Digital Assets’ underlying blockchain networks; (vii) theft of Digital Assets, including from the smart-contracts or accounts with digital asset (cryptocurrency) exchanges, loss or theft of Digital Assets as a result of an attack, including hacker, malware, or other attack, or third-party hostile interference; (viii) actions, failures to act or inactions of Third-Party Service providers or other third parties, including other users having different roles, fraud or theft of funds by third parties (including so-called “exit-scams”), (ix) system interference and/or destruction by any malicious programs, (x) power failure, equipment or software malfunction or error, (xi) other circumstances beyond our control interfering the performance hereof.

29. No waiver

No failure or delay by us to exercise any right or remedy provided under these Terms or law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

30. Entire agreement

These Terms, together with any documents incorporated herein by reference, contain the entire agreement with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, writings, letters, statements or promises relating to the same subject matter. You hereby agree and acknowledge that in entering into these Terms, you have not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance, or warranty (whether made negligently or innocently) other than as expressly set forth in these Terms.

31. Personal data

Please learn more about how we process your personal data in our Privacy Notice available at https://gearbox.finance/privacy.

32. Survival

Sections 15-36 of these Terms and provisions hereof constructed to survive the termination of these Terms shall survive any expiration or termination of these Terms, regardless of reason.

33. Language

Currently, only the English version of these Terms, Platform, Documentation, and any Communications is considered official. The English version shall prevail in case of differences in translation of any materials, information, documents, Communications or other content.

34. No partnership or agency

Nothing in these Terms is intended to, or shall be deemed to, establish any partnership, joint venture, or employment relations.

35. Assignability

Neither party may assign or transfer any rights or obligations under these Terms without the other party's prior written notice, provided, however, that we may assign and transfer these Terms without your consent or approval, or any prior notice.

36. Validity and enforceability

If any provision or part-provision of these Terms is held to be illegal, invalid or unenforceable under any present or future law, and if the rights or obligations of any party hereto under these Terms will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) these Terms will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) 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 herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of these Terms a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible. In any event, the invalidity or unenforceability of any provision or part-provision of these Terms shall not affect the validity or enforceability of any other provisions of these Terms, all of which shall remain in full force and effect.