Terms and Condition
Terms and Conditions
This
Terms of Service Agreement (the "Agreement") explains the terms and
conditions by which you may use the BACD platform. You must read this Agreement
carefully. By accessing or using the BACD platform and services, you signify
that you have read, understand, and agree to be bound by this Agreement in its
entirety. If you do not agree, you are not authorized to access or use the
platform or it’s services.NOTICE: Please read this Agreement carefully as it
governs your use of the platform. This Agreement contains important
information, including a binding arbitration provision and a class action
waiver, both of which impact your rights as to how disputes are resolved. The
platform is only available to you — and you should only access the platform —
if you agree completely with these terms.
Modification of this
Agreement
We reserve the right, in our sole discretion, to modify
this Agreement from time to time. If we make any modifications, we will notify
you by updating the date at the top of the Agreement. All modifications will be
effective when they are posted, and your continued accessing or use of the
platform will serve as confirmation of your acceptance of those modifications.
If you do not agree with any modifications to this Agreement, you must immediately
stop accessing and using the Interface.
Eligibility
To access or use the platform, you must be able to form a
legally binding contract with us. Accordingly, you represent that you are at
least the age of majority in your jurisdiction (e.g., eighteen years old) and
have the full right, power, and authority to enter into and comply with the
terms and conditions of this Agreement on behalf of yourself and any company or
legal entity for which you may access or use the platform.
You further represent that you are not (a) the subject of economic or trade
sanctions administered or enforced by any governmental authority or otherwise
designated on any list of prohibited or restricted parties (including but not
limited to the list maintained by the Office of Foreign Assets Control of the
U.S. Department of the Treasury) or (b) a citizen, resident, or organized in a
jurisdiction or territory that is the subject of comprehensive country-wide,
territory-wide, or regional economic sanctions by the United States. Finally,
you represent that your access and use of the Interface will fully comply with
all applicable laws and regulations, and that you will not access or use the
Interface to conduct, promote, or otherwise facilitate any illegal activity.
Proprietary Rights
We own all intellectual property and other rights in the
platform and its contents, including (but not limited to) software, text,
images, trademarks, service marks, copyrights, patents etc.
Additional Rights
We reserve the following rights, which do not constitute
obligations of ours: (a) with or without notice to you, to modify, substitute,
eliminate or add to the Interface; (b) to review, modify, filter, disable,
delete and remove any and all content and information from the platform; and (c)
to cooperate with any law enforcement, court or government investigation or
order or third party requesting or directing that we disclose information or
content or information that you provide.
Privacy
When you use the platform, the only information we collect
from you is your blockchain wallet address, completed transaction hashes, and
the token names, symbols, or other blockchain identifiers of the tokens that
you swap, trade ( or burn) We do not have access ourselves to any personal
information from you (e.g., your name or other identifiers that can be linked
to you). We do, however, use third-party service providers, like Infura,
Cloudflare, and Google Analytics, which may receive or independently obtain
your personal information from publicly-available sources. We do not control
how these third parties handle your data and you should review their privacy
policies to understand how they collect, use, and share your personal
information. In particular, please visit https://policies.google.com/technologies/partner-sites
to learn more about how Google uses data. By accessing and using the Interface,
you understand and consent to our data practices and our service providers'
treatment of your information.
We use the information we collect to detect, prevent, and mitigate financial
crime and other illicit or harmful activities on the Interface. We plan to work
closely together with Chainalysis also. For these purposes, we may share the
information we collect with blockchain analytics providers. We share information
with these service providers only so that they can help us promote the safety,
security, and integrity of the Interface. We do not retain the information we
collect any longer than necessary for these purposes. Also we work closely
together with authorities and upon request, we are obliged to deliver any
information that Can support eg an investigation. Please note that when you use
the Interface, you are interacting with the Ethereum blockchain, which provides
transparency into your transactions. BACKED does not control and is not
responsible for any information you make public on the Ethereum blockchain by
taking actions through the Interface.
Prohibited Activity
You agree not to engage in, or attempt to engage in, any of
the following categories of prohibited activity in relation to your access and
use of the Interface:
Intellectual Property Infringement.
Activity that infringes on or violates any copyright, trademark, service mark,
patent, right of publicity, right of privacy, or other proprietary or
intellectual property rights under the law.
Cyberattack
Activity that seeks to interfere with or compromise the
integrity, security, or proper functioning of any computer, server, network,
personal device, or other information technology system, including (but not
limited to) the deployment of viruses and denial of service attacks.
Fraud and
Misrepresentation
Activity that seeks to defraud us or any other person or
entity, including (but not limited to) providing any false, inaccurate, or misleading
information in order to unlawfully obtain the property of another.
Market Manipulation
Activity that violates any applicable law, rule, or
regulation concerning the integrity of trading markets, including (but not
limited to) the manipulative tactics commonly known as spoofing and wash
trading.
Securities and
Derivatives Violations
Activity that violates any applicable law, rule, or regulation concerning the
trading of securities or derivatives.
Any Other Unlawful
Conduct
Activity that violates any applicable law, rule, or
regulation of the United States or another relevant jurisdiction, including
(but not limited to) the restrictions and regulatory requirements imposed by
U.S. law.Not Registered with the SEC or Any Other Agency.
No Warranties
The platform is provided on an "AS IS" and
"AS AVAILABLE" basis. To the fullest extent permitted by law, we
disclaim any representations and warranties of any kind, whether express,
implied, or statutory, including (but not limited to) the warranties of
merchantability and fitness for a particular purpose. You acknowledge and agree
that your use of the platform is at your own risk. We do not represent or
warrant that access to the platform will be continuous, uninterrupted, timely,
or secure; that the information contained in the Interface will be accurate,
reliable, complete, or current; or that the platform will be free from
errors, defects, viruses, or other harmful elements. No advice, information, or
statement that we make should be treated as creating any warranty concerning
the platform. We do not endorse, guarantee, or assume responsibility for any
advertisements, offers, or statements made by third parties concerning the
Interface.
Non-Custodial and No
Fiduciary Duties
The platform is a purely non-custodial application, meaning
you are solely responsible for the custody of the cryptographic private keys to
the digital asset wallets you hold. This Agreement is not intended to, and does
not, create or impose any fiduciary duties on us. To the fullest extent
permitted by law, you acknowledge and agree that we owe no fiduciary duties or
liabilities to you or any other party, and that to the extent any such duties
or liabilities may exist at law or in equity, those duties and liabilities are
hereby irrevocably disclaimed, waived, and eliminated. You further agree that
the only duties and obligations that we owe you are those set out expressly in
this Agreement.
Compliance Obligations
The platform is operated from facilities within the United
States and Switzerland. The platform may not be available or appropriate for
use in other jurisdictions. By accessing or using the platform, you agree that
you are solely and entirely responsible for compliance with all laws and
regulations that may apply to you.
Assumption of Risk
By accessing and using the
platform, you represent that you are financially and technically sophisticated
enough to understand the inherent risks associated with using cryptographic and
blockchain-based systems, and that you have a working knowledge of the usage
and intricacies of digital assets such as bitcoin (BTC), ether (ETH), and other
digital tokens such as those following the Ethereum Token Standard (ERC-20). In
particular, you understand that blockchain-based transactions are irreversible.
You further understand that the markets for these digital assets are highly
volatile due to factors including (but not limited to) adoption, speculation,
technology, security, and regulation. You acknowledge and accept that the cost
and speed of transacting with cryptographic and blockchain-based systems such
as Ethereum are variable and may increase dramatically at any time. You further
acknowledge and accept the risk that your digital assets may lose some or all
of their value while they are supplied to the Protocol through the Interface,
you may suffer loss due to the fluctuation of prices of tokens in a trading
pair or liquidity pool, and, especially in expert modes, experience significant
price slippage and cost. You understand that anyone can create a token,
including fake versions of existing tokens and tokens that falsely claim to
represent projects, and acknowledge and accept the risk that you may mistakenly
trade those or other tokens. You further acknowledge that we are not responsible
for any of these variables or risks, do not own or control the market, and
cannot be held liable for any resulting losses that you experience while
accessing or using the platform. Accordingly, you understand and agree to
assume full responsibility for all of the risks of accessing and using the
platform to interact with the platform.
Third-Party Resources
and Promotions
The platform may contain references or links to third-party
resources, including (but not limited to) information, materials, products, or
services, that we do not own or control. In addition, third parties may offer
promotions related to your access and use of the platform. We do not endorse or
assume any responsibility for any such resources or promotions. If you access
any such resources or participate in any such promotions, you do so at your own
risk, and you understand that this Agreement does not apply to your dealings or
relationships with any third parties. You expressly relieve us of any and all
liability arising from your use of any such resources or participation in any
such promotions.
Release of Claims
You expressly agree that you assume all risks in connection
with your access and use of the platform and your interaction with the platform
and it’s suggested portfolio strategies. You further expressly waive and
release us from any and all liability, claims, causes of action, or damages
arising from or in any way relating to your use of the Interface and your
interaction with the platform. If you are a California resident, you waive the
benefits and protections of California Civil Code § 1542, which provides:
"[a] general release does not extend to claims that the creditor or
releasing party does not know or suspect to exist in his or her favour at the
time of executing the release and that, if known by him or her, would have
materially affected his or her settlement with the debtor or released party."
Indemnity
You agree to hold harmless, release, defend, and indemnify
us and our officers, directors, employees, contractors, agents, affiliates, and
subsidiaries from and against all claims, damages, obligations, losses,
liabilities, costs, and expenses arising from: (a) your access and use of the
Interface; (b) your violation of any term or condition of this Agreement, the
right of any third party, or any other applicable law, rule, or regulation; and
(c) any other party's access and use of the Interface with your assistance or
using any device or account that you own or control.
Limitation of
Liability
Under no circumstances shall we or any of our officers,
directors, employees, contractors, agents, affiliates, or subsidiaries be
liable to you for any indirect, punitive, incidental, special, consequential,
or exemplary damages, including (but not limited to) damages for loss of
profits, goodwill, use, data, or other intangible property, arising out of or
relating to any access or use of the Interface, nor will we be responsible for
any damage, loss, or injury resulting from hacking, tampering, or other
unauthorized access or use of the Interface or the information contained within
it. We assume no liability or responsibility for any: (a) errors, mistakes, or
inaccuracies of content; (b) personal injury or property damage, of any nature
whatsoever, resulting from any access or use of the Interface; (c) unauthorized
access or use of any secure server or database in our control, or the use of
any information or data stored therein; (d) interruption or cessation of
function related to the Interface; (e) bugs, viruses, trojan horses, or the
like that may be transmitted to or through the Interface; (f) errors or
omissions in, or loss or damage incurred as a result of the use of, any content
made available through the Interface; and (g) the defamatory, offensive, or
illegal conduct of any third party. Under no circumstances shall we or any of
our officers, directors, employees, contractors, agents, affiliates, or
subsidiaries be liable to you for any claims, proceedings, liabilities,
obligations, damages, losses, or costs in an amount exceeding the amount you
paid to us in exchange for access to and use of the Interface, or USD$100.00,
whichever is greater. This limitation of liability applies regardless of
whether the alleged liability is based on contract, tort, negligence, strict
liability, or any other basis, and even if we have been advised of the
possibility of such liability. Some jurisdictions do not allow the exclusion of
certain warranties or the limitation or exclusion of certain liabilities and
damages. Accordingly, some of the disclaimers and limitations set forth in this
Agreement may not apply to you. This limitation of liability shall apply to the
fullest extent permitted by law.
Dispute Resolution
We will use our best efforts to resolve any potential
disputes through informal, good faith negotiations. If a potential dispute
arises, you must contact us by sending an email to legal@bacd.Io so that we can
attempt to resolve it without resorting to formal dispute resolution. If we
aren't able to reach an informal resolution within sixty days of your email,
then you and we both agree to resolve the potential dispute according to the
process set forth below.
Any claim or controversy arising out of or relating to the platform, this
Agreement, or any other acts or omissions for which you may contend that we are
liable, including (but not limited to) any claim or controversy as to
arbitrability ("Dispute"), shall be finally and exclusively settled
by arbitration under the JAMS Optional Expedited Arbitration Procedures. You
understand that you are required to resolve all Disputes by binding
arbitration. The arbitration shall be held on a confidential basis before a
single arbitrator, who shall be selected pursuant to JAMS rules. The
arbitration will be held in New York, New York, unless you and we both agree to
hold it elsewhere. Unless we agree otherwise, the arbitrator may not
consolidate your claims with those of any other party. Any judgment on the
award rendered by the arbitrator may be entered in any court of competent jurisdiction.
Class Action and Jury
Trial Waiver
You must bring any and all Disputes against us in your
individual capacity and not as a plaintiff in or member of any purported class
action, collective action, private attorney general action, or other representative
proceeding. This provision applies to class arbitration. You and we both agree
to waive the right to demand a trial by jury.
Governing Law
You agree that the laws of the State of Delaware, without
regard to principles of conflict of laws, govern this Agreement and any Dispute
between you and us. You further agree that the Interface shall be deemed to be
based solely in the State of Delaware, and that although the Interface may be
available in other jurisdictions, its availability does not give rise to
general or specific personal jurisdiction in any forum outside the State of
Delaware. Any arbitration conducted pursuant to this Agreement shall be
governed by the Federal Arbitration Act. You agree that the federal and state
courts of Delaware, are the proper forum for any appeals of an
arbitration award or for court proceedings in the event that this Agreement's
binding arbitration clause is found to be unenforceable.
This Terms of Service Agreement (the "Agreement") explains the terms
and conditions by which you may use the BACD platform. You must read this
Agreement carefully. By accessing or using the BACD platform and services, you
signify that you have read, understand, and agree to be bound by this Agreement
in its entirety. If you do not agree, you are not authorized to access or use
the platform or it’s services.NOTICE: Please read this Agreement carefully as
it governs your use of the platform. This Agreement contains important
information, including a binding arbitration provision and a class action
waiver, both of which impact your rights as to how disputes are resolved. The
platform is only available to you — and you should only access the platform —
if you agree completely with these terms.
Modification of this Agreement
We reserve the right, in our sole discretion, to modify this Agreement from
time to time. If we make any modifications, we will notify you by updating the
date at the top of the Agreement. All modifications will be effective when they
are posted, and your continued accessing or use of the platform will serve as
confirmation of your acceptance of those modifications. If you do not agree
with any modifications to this Agreement, you must immediately stop accessing
and using the Interface.
Eligibility
To access or use the platform, you must be able to form a legally binding
contract with us. Accordingly, you represent that you are at least the age of
majority in your jurisdiction (e.g., eighteen years old) and have the full
right, power, and authority to enter into and comply with the terms and
conditions of this Agreement on behalf of yourself and any company or legal
entity for which you may access or use the platform.
You further represent that you are not (a) the subject of economic or trade
sanctions administered or enforced by any governmental authority or otherwise
designated on any list of prohibited or restricted parties (including but not
limited to the list maintained by the Office of Foreign Assets Control of the
U.S. Department of the Treasury) or (b) a citizen, resident, or organized in a
jurisdiction or territory that is the subject of comprehensive country-wide,
territory-wide, or regional economic sanctions by the United States. Finally,
you represent that your access and use of the Interface will fully comply with
all applicable laws and regulations, and that you will not access or use the
Interface to conduct, promote, or otherwise facilitate any illegal activity.
Proprietary Rights
We own all intellectual property and other rights in the platform and its
contents, including (but not limited to) software, text, images, trademarks,
service marks, copyrights, patents etc.
Additional Rights
We reserve the following rights, which do not constitute obligations of ours:
(a) with or without notice to you, to modify, substitute, eliminate or add to
the Interface; (b) to review, modify, filter, disable, delete and remove any
and all content and information from the platform; and (c) to cooperate with
any law enforcement, court or government investigation or order or third party
requesting or directing that we disclose information or content or information
that you provide.
Privacy
When you use the platform, the only information we collect from you is your
blockchain wallet address, completed transaction hashes, and the token names,
symbols, or other blockchain identifiers of the tokens that you swap, trade (
or burn) We do not have access ourselves to any personal information from you
(e.g., your name or other identifiers that can be linked to you). We do,
however, use third-party service providers, like Infura, Cloudflare, and Google
Analytics, which may receive or independently obtain your personal information
from publicly-available sources. We do not control how these third parties
handle your data and you should review their privacy policies to understand how
they collect, use, and share your personal information. In particular, please
visit https://policies.google.com/technologies/partner-sites to learn more
about how Google uses data. By accessing and using the Interface, you
understand and consent to our data practices and our service providers'
treatment of your information.
We use the information we collect to detect, prevent, and mitigate financial
crime and other illicit or harmful activities on the Interface. We plan to work
closely together with Chainalysis also. For these purposes, we may share the
information we collect with blockchain analytics providers. We share
information with these service providers only so that they can help us promote
the safety, security, and integrity of the Interface. We do not retain the
information we collect any longer than necessary for these purposes. Also we
work closely together with authorities and upon request, we are obliged to
deliver any information that Can support eg an investigation. Please note that
when you use the Interface, you are interacting with the Ethereum blockchain,
which provides transparency into your transactions. BACKED does not control and
is not responsible for any information you make public on the Ethereum
blockchain by taking actions through the Interface.
Prohibited Activity
You agree not to engage in, or attempt to engage in, any of the following
categories of prohibited activity in relation to your access and use of the Interface:
Intellectual Property Infringement.
Activity that infringes on or violates any copyright, trademark, service mark,
patent, right of publicity, right of privacy, or other proprietary or
intellectual property rights under the law.
Cyberattack
Activity that seeks to interfere with or compromise the integrity, security,
or proper functioning of any computer, server, network, personal device, or
other information technology system, including (but not limited to) the
deployment of viruses and denial of service attacks.
Fraud and Misrepresentation
Activity that seeks to defraud us or any other person or entity, including
(but not limited to) providing any false, inaccurate, or misleading information
in order to unlawfully obtain the property of another.
Market Manipulation
Activity that violates any applicable law, rule, or regulation concerning the
integrity of trading markets, including (but not limited to) the manipulative
tactics commonly known as spoofing and wash trading.
Securities and Derivatives Violations
Activity that violates any applicable law, rule, or regulation concerning the
trading of securities or derivatives.
Any Other Unlawful Conduct
Activity that violates any applicable law, rule, or regulation of the United
States or another relevant jurisdiction, including (but not limited to) the
restrictions and regulatory requirements imposed by U.S. law.Not Registered
with the SEC or Any Other Agency.
No Warranties
The platform is provided on an "AS IS" and "AS AVAILABLE"
basis. To the fullest extent permitted by law, we disclaim any representations
and warranties of any kind, whether express, implied, or statutory, including
(but not limited to) the warranties of merchantability and fitness for a
particular purpose. You acknowledge and agree that your use of the platform is
at your own risk. We do not represent or warrant that access to the platform
will be continuous, uninterrupted, timely, or secure; that the information
contained in the Interface will be accurate, reliable, complete, or current; or
that the platform will be free from errors, defects, viruses, or other
harmful elements. No advice, information, or statement that we make should be
treated as creating any warranty concerning the platform. We do not endorse,
guarantee, or assume responsibility for any advertisements, offers, or
statements made by third parties concerning the Interface.
Non-Custodial and No Fiduciary Duties
The platform is a purely non-custodial application, meaning you are solely
responsible for the custody of the cryptographic private keys to the digital
asset wallets you hold. This Agreement is not intended to, and does not, create
or impose any fiduciary duties on us. To the fullest extent permitted by law,
you acknowledge and agree that we owe no fiduciary duties or liabilities to you
or any other party, and that to the extent any such duties or liabilities may
exist at law or in equity, those duties and liabilities are hereby irrevocably
disclaimed, waived, and eliminated. You further agree that the only duties and
obligations that we owe you are those set out expressly in this Agreement.
Compliance Obligations
The platform is operated from facilities within the United States and
Switzerland. The platform may not be available or appropriate for use in other
jurisdictions. By accessing or using the platform, you agree that you are
solely and entirely responsible for compliance with all laws and regulations
that may apply to you.
Assumption of Risk
By accessing and using the
platform, you represent that you are financially and technically sophisticated
enough to understand the inherent risks associated with using cryptographic and
blockchain-based systems, and that you have a working knowledge of the usage
and intricacies of digital assets such as bitcoin (BTC), ether (ETH), and other
digital tokens such as those following the Ethereum Token Standard (ERC-20). In
particular, you understand that blockchain-based transactions are irreversible.
You further understand that the markets for these digital assets are highly
volatile due to factors including (but not limited to) adoption, speculation,
technology, security, and regulation. You acknowledge and accept that the cost
and speed of transacting with cryptographic and blockchain-based systems such
as Ethereum are variable and may increase dramatically at any time. You further
acknowledge and accept the risk that your digital assets may lose some or all
of their value while they are supplied to the Protocol through the Interface,
you may suffer loss due to the fluctuation of prices of tokens in a trading
pair or liquidity pool, and, especially in expert modes, experience significant
price slippage and cost. You understand that anyone can create a token,
including fake versions of existing tokens and tokens that falsely claim to
represent projects, and acknowledge and accept the risk that you may mistakenly
trade those or other tokens. You further acknowledge that we are not
responsible for any of these variables or risks, do not own or control the market,
and cannot be held liable for any resulting losses that you experience while
accessing or using the platform. Accordingly, you understand and agree to
assume full responsibility for all of the risks of accessing and using the
platform to interact with the platform.
Third-Party Resources and Promotions
The platform may contain references or links to third-party resources,
including (but not limited to) information, materials, products, or services,
that we do not own or control. In addition, third parties may offer promotions
related to your access and use of the platform. We do not endorse or assume any
responsibility for any such resources or promotions. If you access any such
resources or participate in any such promotions, you do so at your own risk,
and you understand that this Agreement does not apply to your dealings or
relationships with any third parties. You expressly relieve us of any and all
liability arising from your use of any such resources or participation in any
such promotions.
Release of Claims
You expressly agree that you assume all risks in connection with your access
and use of the platform and your interaction with the platform and it’s
suggested portfolio strategies. You further expressly waive and release us from
any and all liability, claims, causes of action, or damages arising from or in
any way relating to your use of the Interface and your interaction with the
platform. If you are a California resident, you waive the benefits and
protections of California Civil Code § 1542, which provides: "[a] general
release does not extend to claims that the creditor or releasing party does not
know or suspect to exist in his or her favour at the time of executing the
release and that, if known by him or her, would have materially affected his or
her settlement with the debtor or released party."
Indemnity
You agree to hold harmless, release, defend, and indemnify us and our
officers, directors, employees, contractors, agents, affiliates, and
subsidiaries from and against all claims, damages, obligations, losses,
liabilities, costs, and expenses arising from: (a) your access and use of the
Interface; (b) your violation of any term or condition of this Agreement, the
right of any third party, or any other applicable law, rule, or regulation; and
(c) any other party's access and use of the Interface with your assistance or
using any device or account that you own or control.
Limitation of Liability
Under no circumstances shall we or any of our officers, directors, employees,
contractors, agents, affiliates, or subsidiaries be liable to you for any
indirect, punitive, incidental, special, consequential, or exemplary damages,
including (but not limited to) damages for loss of profits, goodwill, use,
data, or other intangible property, arising out of or relating to any access or
use of the Interface, nor will we be responsible for any damage, loss, or
injury resulting from hacking, tampering, or other unauthorized access or use
of the Interface or the information contained within it. We assume no liability
or responsibility for any: (a) errors, mistakes, or inaccuracies of content;
(b) personal injury or property damage, of any nature whatsoever, resulting
from any access or use of the Interface; (c) unauthorized access or use of any
secure server or database in our control, or the use of any information or data
stored therein; (d) interruption or cessation of function related to the
Interface; (e) bugs, viruses, trojan horses, or the like that may be
transmitted to or through the Interface; (f) errors or omissions in, or loss or
damage incurred as a result of the use of, any content made available through
the Interface; and (g) the defamatory, offensive, or illegal conduct of any
third party. Under no circumstances shall we or any of our officers, directors,
employees, contractors, agents, affiliates, or subsidiaries be liable to you
for any claims, proceedings, liabilities, obligations, damages, losses, or
costs in an amount exceeding the amount you paid to us in exchange for access
to and use of the Interface, or USD$100.00, whichever is greater. This
limitation of liability applies regardless of whether the alleged liability is
based on contract, tort, negligence, strict liability, or any other basis, and
even if we have been advised of the possibility of such liability. Some
jurisdictions do not allow the exclusion of certain warranties or the
limitation or exclusion of certain liabilities and damages. Accordingly, some
of the disclaimers and limitations set forth in this Agreement may not apply to
you. This limitation of liability shall apply to the fullest extent permitted
by law.
Dispute Resolution
We will use our best efforts to resolve any potential disputes through
informal, good faith negotiations. If a potential dispute arises, you must
contact us by sending an email to legal@bacd.Io so that we can attempt to
resolve it without resorting to formal dispute resolution. If we aren't able to
reach an informal resolution within sixty days of your email, then you and we
both agree to resolve the potential dispute according to the process set forth
below.
Any claim or controversy arising out of or relating to the platform, this
Agreement, or any other acts or omissions for which you may contend that we are
liable, including (but not limited to) any claim or controversy as to
arbitrability ("Dispute"), shall be finally and exclusively settled
by arbitration under the JAMS Optional Expedited Arbitration Procedures. You
understand that you are required to resolve all Disputes by binding arbitration.
The arbitration shall be held on a confidential basis before a single
arbitrator, who shall be selected pursuant to JAMS rules. The arbitration will
be held in New York, New York, unless you and we both agree to hold it
elsewhere. Unless we agree otherwise, the arbitrator may not consolidate your
claims with those of any other party. Any judgment on the award rendered by the
arbitrator may be entered in any court of competent jurisdiction.
Class Action and Jury Trial Waiver
You must bring any and all Disputes against us in your individual capacity and
not as a plaintiff in or member of any purported class action, collective
action, private attorney general action, or other representative proceeding.
This provision applies to class arbitration. You and we both agree to waive the
right to demand a trial by jury.
Governing Law
You agree that the laws of the State of Delaware, without regard to principles
of conflict of laws, govern this Agreement and any Dispute between you and us.
You further agree that the Interface shall be deemed to be based solely in the
State of Delaware, and that although the Interface may be available in other
jurisdictions, its availability does not give rise to general or specific
personal jurisdiction in any forum outside the State of Delaware. Any
arbitration conducted pursuant to this Agreement shall be governed by the
Federal Arbitration Act. You agree that the federal and state courts of
Delaware, are the proper forum for any appeals of an arbitration award or
for court proceedings in the event that this Agreement's binding arbitration
clause is found to be unenforceable.
Entire Agreement
These terms constitute the entire agreement between you and us with respect to
the subject matter hereof. This Agreement supersedes any and all prior or
contemporaneous written and oral agreements, communications and other
understandings (if any) relating to the subject matter of the terms.
Entire Agreement This Terms of Service
Agreement (the "Agreement") explains the terms and conditions by
which you may use the BACD platform. You must read this Agreement carefully. By
accessing or using the BACD platform and services, you signify that you have
read, understand, and agree to be bound by this Agreement in its entirety. If
you do not agree, you are not authorized to access or use the platform or it’s
services.NOTICE: Please read this Agreement carefully as it governs your use of
the platform. This Agreement contains important information, including a
binding arbitration provision and a class action waiver, both of which impact
your rights as to how disputes are resolved. The platform is only available to
you — and you should only access the platform — if you agree completely with
these terms.
Modification of this Agreement
We reserve the right, in our sole discretion, to modify this Agreement from
time to time. If we make any modifications, we will notify you by updating the
date at the top of the Agreement. All modifications will be effective when they
are posted, and your continued accessing or use of the platform will serve as
confirmation of your acceptance of those modifications. If you do not agree
with any modifications to this Agreement, you must immediately stop accessing
and using the Interface.
Eligibility
To access or use the platform, you must be able to form a legally binding
contract with us. Accordingly, you represent that you are at least the age of
majority in your jurisdiction (e.g., eighteen years old) and have the full
right, power, and authority to enter into and comply with the terms and
conditions of this Agreement on behalf of yourself and any company or legal
entity for which you may access or use the platform.
You further represent that you are not (a) the subject of economic or trade
sanctions administered or enforced by any governmental authority or otherwise
designated on any list of prohibited or restricted parties (including but not
limited to the list maintained by the Office of Foreign Assets Control of the
U.S. Department of the Treasury) or (b) a citizen, resident, or organized in a
jurisdiction or territory that is the subject of comprehensive country-wide,
territory-wide, or regional economic sanctions by the United States. Finally,
you represent that your access and use of the Interface will fully comply with
all applicable laws and regulations, and that you will not access or use the
Interface to conduct, promote, or otherwise facilitate any illegal activity.
Proprietary Rights
We own all intellectual property and other rights in the platform and its
contents, including (but not limited to) software, text, images, trademarks,
service marks, copyrights, patents etc.
Additional Rights
We reserve the following rights, which do not constitute obligations of ours:
(a) with or without notice to you, to modify, substitute, eliminate or add to
the Interface; (b) to review, modify, filter, disable, delete and remove any
and all content and information from the platform; and (c) to cooperate with
any law enforcement, court or government investigation or order or third party
requesting or directing that we disclose information or content or information
that you provide.
Privacy
When you use the platform, the only information we collect from you is your
blockchain wallet address, completed transaction hashes, and the token names,
symbols, or other blockchain identifiers of the tokens that you swap, trade (
or burn) We do not have access ourselves to any personal information from you
(e.g., your name or other identifiers that can be linked to you). We do,
however, use third-party service providers, like Infura, Cloudflare, and Google
Analytics, which may receive or independently obtain your personal information
from publicly-available sources. We do not control how these third parties
handle your data and you should review their privacy policies to understand how
they collect, use, and share your personal information. In particular, please
visit https://policies.google.com/technologies/partner-sites to learn more
about how Google uses data. By accessing and using the Interface, you
understand and consent to our data practices and our service providers'
treatment of your information.
We use the information we collect to detect, prevent, and mitigate financial
crime and other illicit or harmful activities on the Interface. We plan to work
closely together with Chainalysis also. For these purposes, we may share the
information we collect with blockchain analytics providers. We share
information with these service providers only so that they can help us promote
the safety, security, and integrity of the Interface. We do not retain the
information we collect any longer than necessary for these purposes. Also we
work closely together with authorities and upon request, we are obliged to
deliver any information that Can support eg an investigation. Please note that
when you use the Interface, you are interacting with the Ethereum blockchain,
which provides transparency into your transactions. BACKED does not control and
is not responsible for any information you make public on the Ethereum
blockchain by taking actions through the Interface.
Prohibited Activity
You agree not to engage in, or attempt to engage in, any of the following
categories of prohibited activity in relation to your access and use of the
Interface:
Intellectual Property Infringement.
Activity that infringes on or violates any copyright, trademark, service mark,
patent, right of publicity, right of privacy, or other proprietary or
intellectual property rights under the law.
Cyberattack
Activity that seeks to interfere with or compromise the integrity, security,
or proper functioning of any computer, server, network, personal device, or
other information technology system, including (but not limited to) the
deployment of viruses and denial of service attacks.
Fraud and Misrepresentation
Activity that seeks to defraud us or any other person or entity, including
(but not limited to) providing any false, inaccurate, or misleading information
in order to unlawfully obtain the property of another.
Market Manipulation
Activity that violates any applicable law, rule, or regulation concerning the
integrity of trading markets, including (but not limited to) the manipulative
tactics commonly known as spoofing and wash trading.
Securities and Derivatives Violations
Activity that violates any applicable law, rule, or regulation concerning the
trading of securities or derivatives.
Any Other Unlawful Conduct
Activity that violates any applicable law, rule, or regulation of the United
States or another relevant jurisdiction, including (but not limited to) the
restrictions and regulatory requirements imposed by U.S. law.Not Registered
with the SEC or Any Other Agency.
No Warranties
The platform is provided on an "AS IS" and "AS AVAILABLE"
basis. To the fullest extent permitted by law, we disclaim any representations
and warranties of any kind, whether express, implied, or statutory, including
(but not limited to) the warranties of merchantability and fitness for a
particular purpose. You acknowledge and agree that your use of the platform is
at your own risk. We do not represent or warrant that access to the platform
will be continuous, uninterrupted, timely, or secure; that the information
contained in the Interface will be accurate, reliable, complete, or current; or
that the platform will be free from errors, defects, viruses, or other
harmful elements. No advice, information, or statement that we make should be
treated as creating any warranty concerning the platform. We do not endorse,
guarantee, or assume responsibility for any advertisements, offers, or
statements made by third parties concerning the Interface.
Non-Custodial and No Fiduciary Duties
The platform is a purely non-custodial application, meaning you are solely
responsible for the custody of the cryptographic private keys to the digital
asset wallets you hold. This Agreement is not intended to, and does not, create
or impose any fiduciary duties on us. To the fullest extent permitted by law,
you acknowledge and agree that we owe no fiduciary duties or liabilities to you
or any other party, and that to the extent any such duties or liabilities may
exist at law or in equity, those duties and liabilities are hereby irrevocably
disclaimed, waived, and eliminated. You further agree that the only duties and
obligations that we owe you are those set out expressly in this Agreement.
Compliance Obligations
The platform is operated from facilities within the United States and
Switzerland. The platform may not be available or appropriate for use in other
jurisdictions. By accessing or using the platform, you agree that you are
solely and entirely responsible for compliance with all laws and regulations
that may apply to you.
Assumption of Risk
By accessing and using the
platform, you represent that you are financially and technically sophisticated
enough to understand the inherent risks associated with using cryptographic and
blockchain-based systems, and that you have a working knowledge of the usage
and intricacies of digital assets such as bitcoin (BTC), ether (ETH), and other
digital tokens such as those following the Ethereum Token Standard (ERC-20). In
particular, you understand that blockchain-based transactions are irreversible.
You further understand that the markets for these digital assets are highly
volatile due to factors including (but not limited to) adoption, speculation,
technology, security, and regulation. You acknowledge and accept that the cost
and speed of transacting with cryptographic and blockchain-based systems such
as Ethereum are variable and may increase dramatically at any time. You further
acknowledge and accept the risk that your digital assets may lose some or all
of their value while they are supplied to the Protocol through the Interface,
you may suffer loss due to the fluctuation of prices of tokens in a trading
pair or liquidity pool, and, especially in expert modes, experience significant
price slippage and cost. You understand that anyone can create a token,
including fake versions of existing tokens and tokens that falsely claim to
represent projects, and acknowledge and accept the risk that you may mistakenly
trade those or other tokens. You further acknowledge that we are not
responsible for any of these variables or risks, do not own or control the
market, and cannot be held liable for any resulting losses that you experience
while accessing or using the platform. Accordingly, you understand and agree to
assume full responsibility for all of the risks of accessing and using the
platform to interact with the platform.
Third-Party Resources and Promotions
The platform may contain references or links to third-party resources,
including (but not limited to) information, materials, products, or services,
that we do not own or control. In addition, third parties may offer promotions
related to your access and use of the platform. We do not endorse or assume any
responsibility for any such resources or promotions. If you access any such
resources or participate in any such promotions, you do so at your own risk,
and you understand that this Agreement does not apply to your dealings or
relationships with any third parties. You expressly relieve us of any and all
liability arising from your use of any such resources or participation in any
such promotions.
Release of Claims
You expressly agree that you assume all risks in connection with your access
and use of the platform and your interaction with the platform and it’s
suggested portfolio strategies. You further expressly waive and release us from
any and all liability, claims, causes of action, or damages arising from or in
any way relating to your use of the Interface and your interaction with the
platform. If you are a California resident, you waive the benefits and
protections of California Civil Code § 1542, which provides: "[a] general
release does not extend to claims that the creditor or releasing party does not
know or suspect to exist in his or her favour at the time of executing the
release and that, if known by him or her, would have materially affected his or
her settlement with the debtor or released party."
Indemnity
You agree to hold harmless, release, defend, and indemnify us and our
officers, directors, employees, contractors, agents, affiliates, and
subsidiaries from and against all claims, damages, obligations, losses,
liabilities, costs, and expenses arising from: (a) your access and use of the
Interface; (b) your violation of any term or condition of this Agreement, the
right of any third party, or any other applicable law, rule, or regulation; and
(c) any other party's access and use of the Interface with your assistance or
using any device or account that you own or control.
Limitation of Liability
Under no circumstances shall we or any of our officers, directors, employees,
contractors, agents, affiliates, or subsidiaries be liable to you for any
indirect, punitive, incidental, special, consequential, or exemplary damages,
including (but not limited to) damages for loss of profits, goodwill, use,
data, or other intangible property, arising out of or relating to any access or
use of the Interface, nor will we be responsible for any damage, loss, or
injury resulting from hacking, tampering, or other unauthorized access or use
of the Interface or the information contained within it. We assume no liability
or responsibility for any: (a) errors, mistakes, or inaccuracies of content;
(b) personal injury or property damage, of any nature whatsoever, resulting
from any access or use of the Interface; (c) unauthorized access or use of any
secure server or database in our control, or the use of any information or data
stored therein; (d) interruption or cessation of function related to the
Interface; (e) bugs, viruses, trojan horses, or the like that may be
transmitted to or through the Interface; (f) errors or omissions in, or loss or
damage incurred as a result of the use of, any content made available through
the Interface; and (g) the defamatory, offensive, or illegal conduct of any
third party. Under no circumstances shall we or any of our officers, directors,
employees, contractors, agents, affiliates, or subsidiaries be liable to you
for any claims, proceedings, liabilities, obligations, damages, losses, or
costs in an amount exceeding the amount you paid to us in exchange for access
to and use of the Interface, or USD$100.00, whichever is greater. This
limitation of liability applies regardless of whether the alleged liability is
based on contract, tort, negligence, strict liability, or any other basis, and
even if we have been advised of the possibility of such liability. Some
jurisdictions do not allow the exclusion of certain warranties or the
limitation or exclusion of certain liabilities and damages. Accordingly, some
of the disclaimers and limitations set forth in this Agreement may not apply to
you. This limitation of liability shall apply to the fullest extent permitted
by law.
Dispute Resolution
We will use our best efforts to resolve any potential disputes through
informal, good faith negotiations. If a potential dispute arises, you must
contact us by sending an email to legal@bacd.Io so that we can attempt to
resolve it without resorting to formal dispute resolution. If we aren't able to
reach an informal resolution within sixty days of your email, then you and we
both agree to resolve the potential dispute according to the process set forth
below.
Any claim or controversy arising out of or relating to the platform, this
Agreement, or any other acts or omissions for which you may contend that we are
liable, including (but not limited to) any claim or controversy as to
arbitrability ("Dispute"), shall be finally and exclusively settled by
arbitration under the JAMS Optional Expedited Arbitration Procedures. You
understand that you are required to resolve all Disputes by binding
arbitration. The arbitration shall be held on a confidential basis before a
single arbitrator, who shall be selected pursuant to JAMS rules. The
arbitration will be held in New York, New York, unless you and we both agree to
hold it elsewhere. Unless we agree otherwise, the arbitrator may not
consolidate your claims with those of any other party. Any judgment on the
award rendered by the arbitrator may be entered in any court of competent
jurisdiction.
Class Action and Jury Trial Waiver
You must bring any and all Disputes against us in your individual capacity and
not as a plaintiff in or member of any purported class action, collective
action, private attorney general action, or other representative proceeding.
This provision applies to class arbitration. You and we both agree to waive the
right to demand a trial by jury.
Governing Law
You agree that the laws of the State of Delaware, without regard to principles
of conflict of laws, govern this Agreement and any Dispute between you and us.
You further agree that the Interface shall be deemed to be based solely in the
State of Delaware, and that although the Interface may be available in other
jurisdictions, its availability does not give rise to general or specific
personal jurisdiction in any forum outside the State of Delaware. Any
arbitration conducted pursuant to this Agreement shall be governed by the
Federal Arbitration Act. You agree that the federal and state courts of
Delaware, are the proper forum for any appeals of an arbitration award or
for court proceedings in the event that this Agreement's binding arbitration
clause is found to be unenforceable.
Entire Agreement
These terms constitute the entire agreement between you and us with respect to
the subject matter hereof. This Agreement supersedes any and all prior or
contemporaneous written and oral agreements, communications and other
understandings (if any) relating to the subject matter of the terms.
These terms constitute the entire agreement between you and
us with respect to the subject matter hereof. This Agreement supersedes any and
all prior or contemporaneous written and oral agreements, communications and
other understandings (if any) relating to the subject matter of the terms.