FluidTokens — Terms and Conditions of Use

The FluidTokens Protocol is a decentralized peer-to-peer computer service protocol that users can access to lend, borrow, stake, trade and otherwise create and manage digital assets on the Cardano blockchain and other chains, and to perform other tasks. The Protocol is comprised of free, public, open-source or source-available software, including a set of autonomous smart contracts deployed on the Cardano blockchain.

Although FT Labs Gmbh ("FluidTokens") developed much of the initial software code for the Protocol, it does not provide, own, or control the Protocol, which runs independently through smart contracts deployed on the blockchain. The Protocol is non-custodial and does not constitute an account by which FluidTokens or any other third party acts as a financial intermediary, lender, broker, exchange, or custodian. You alone control your wallet, your private keys and your digital assets, and you alone are responsible for the transactions you sign.

The Protocol may be accessed through many web or mobile interfaces. You are responsible for doing your own diligence regarding such interfaces to understand the fees and risks that they present.

Your use of the Protocol involves various significant risks, including, but not limited to: financial loss while digital assets are supplied to, borrowed from, or locked in the Protocol; financial loss due to the fluctuation of prices of digital assets, collateral, or assets underlying any digital asset; liquidation of collateral, including liquidation at unfavourable or unexpected prices; smart contract, economic design and governance risk; blockchain-level risk such as congestion, forks, rollbacks or downtime; third-party dependency risk as described in Section 4; and legal and regulatory risk. Before using the Protocol, you should closely review the relevant documentation to make sure that you understand how the Protocol works and the risks of your use of the Protocol.

Nothing on the Site or in these Terms is financial, investment, legal, tax or accounting advice, and nothing is an offer, solicitation or recommendation to enter into any transaction.

The smart contracts underlying the lending and borrowing functionality of the Protocol have been reviewed by independent third-party security auditors Anastasia Labs, Vacuum labs and No Witness Labs. You expressly agree and acknowledge that you are choosing to use an audited protocol for lending and borrowing, and that you have had the opportunity to review the audit reports before using it.

You further acknowledge that an audit:

1. is a point-in-time review of a specific version of the code, and does not cover later upgrades, modifications, parameters, integrations or deployments;
2. is not a guarantee, warranty, endorsement, certification or assurance that the Protocol is free of bugs, vulnerabilities, errors or defects, that it will operate as intended or without interruption, or that any economic or financial outcome is safe or achievable; and
3. does not cover risks external to the audited code, including the third-party dependencies described in Section 4, market and liquidity conditions, governance decisions, or user error.

Upgrades and modifications to the Protocol are likely and will be managed in a community-driven way through decentralized governance. While the software code has been audited and continues to be improved by feedback from the community, contributors, auditors and testers, we cannot guarantee that there will be no bugs in the Protocol. You accept the residual risk that bugs or vulnerabilities may exist notwithstanding any audit, and you use the Protocol at your sole risk.

The Site and the dApp rely on third-party services, including but not limited to price oracles and price feeds, blockchain nodes, RPC providers, indexers, data and analytics APIs, wallet providers, hosting, CDN and domain name services, and third-party smart contracts and integrations (collectively, "Third-Party Services"). These services are operated by parties independent of FluidTokens and are not owned or controlled by FluidTokens.

You acknowledge and accept that this creates a dependency risk. Third-Party Services may become unavailable, delayed, degraded, inaccurate, manipulated, censored, discontinued or compromised. This may result in, among other things, incorrect or stale prices, incorrect valuations of collateral, missed, delayed, premature or erroneous liquidations, failed, stuck or unintended transactions, inability to access the Site, and partial or total loss of digital assets.

FluidTokens monitors and checks the Third-Party Services it relies on on a daily basis as a good-faith operational practice. You acknowledge that such monitoring is a periodic, best-effort measure only: it is not continuous real-time supervision, it cannot detect every failure or manipulation, it cannot prevent a failure occurring between checks, and it does not constitute any warranty, guarantee or assumption of responsibility for the performance, availability, accuracy, integrity or security of any Third-Party Service. FluidTokens makes no representation or warranty regarding any Third-Party Service and, to the fullest extent permitted by law, is not liable for the acts, omissions, failures or compromise of any Third-Party Service or its operator.

In the event of any hack, exploit, attack, vulnerability, price or oracle manipulation, economic attack, governance attack, front-end or DNS compromise, phishing, social engineering, malicious upgrade, or any other malicious or unauthorized act affecting the Protocol, the Site, any Third-Party Service, your wallet or your digital assets (each, an "Attack"), you agree that none of FluidTokens, its subsidiaries, affiliates or partners, or any developer, contributor, employee, officer, agent or licensor associated with any of them (collectively, the "FluidTokens Parties") shall bear any liability whatsoever for any loss, damage or harm arising out of or in connection with that Attack, unless and to the extent that a court of competent jurisdiction finally determines that the relevant FluidTokens Party was directly responsible for the Attack — meaning that it carried out the Attack itself or knowingly and intentionally participated in carrying it out.

For the avoidance of doubt, and without limiting the foregoing, the FluidTokens Parties are not liable for Attacks carried out by third parties, for losses caused by third parties exploiting bugs or vulnerabilities in the Protocol, the Site or any Third-Party Service, or for any resulting loss of digital assets, collateral, yield, revenue, profits or goodwill.

Nothing in these Terms excludes or limits any liability that cannot be excluded or limited under applicable law, including liability for fraud, fraudulent misrepresentation, wilful misconduct, or death or personal injury caused by negligence.

Although the FluidTokens Parties do not accept liability for Attacks under Section 5, FluidTokens commits to do everything within its control and legally available to it to identify, trace and pursue those responsible for an Attack. Depending on the circumstances, such measures may include: conducting or commissioning on-chain forensic analysis and post-mortem investigation; engaging blockchain analytics firms, security researchers and auditors; publishing incident reports to the community; contacting exchanges, bridges, custodians and other protocols to flag, trace or freeze traced funds where they have the ability to do so; issuing on-chain or public negotiation and bounty communications to the attacker; reporting the Attack to and cooperating with law enforcement authorities, regulators and courts in the relevant jurisdictions; and commencing or supporting civil or criminal proceedings against identified responsible parties where this is reasonably practicable.

This is a commitment of good-faith effort only. It is expressly not a guarantee that any attacker will be identified, that any proceedings will be brought or succeed, or that any funds will be frozen, traced or recovered, and it does not create any obligation on any FluidTokens Party to reimburse, indemnify, insure or otherwise compensate you for any loss, nor any assumption of liability for the Attack.

As a condition of your use of the Site and the Protocol, you agree that you:

1. are at least 18 years of age and have full legal capacity to enter into these Terms;
2. are not a resident of, located in, or accessing the Site or the Protocol from, any jurisdiction in which such access or use would be unlawful, and are not a person or entity subject to sanctions administered or enforced by any competent authority, nor acting on behalf of such a person or entity;
3. will not interfere with the intended operation of the Protocol or the Site, including by hacking, submitting a virus, fraudulent information or tokens, exploiting a vulnerability, or attempting to overload, "flood," or "crash" the Protocol or the Site;
4. will not use the Protocol or the Site to engage in or facilitate market manipulation, money laundering, terrorist financing, sanctions evasion or any other unlawful activity;
5. are solely responsible for the security of your wallet, seed phrase, private keys and devices, for verifying every transaction you sign, and for determining and paying any taxes applicable to your activity; and
6. are, and your use of the Protocol is and will be, in compliance at all times with all laws, rules, regulations or orders applicable to you.

The Protocol, the Site and all information contained on the Site are made accessible or available on an "as is" and "as available" basis. You expressly agree that use of the Site or the Protocol is at your sole risk. To the fullest extent allowed by applicable law, none of the FluidTokens Parties warrant that use of the Site or the Protocol will be uninterrupted, fully secure, virus- or error-free, nor do they make any warranty as to the results that may be obtained from use of the Site or the Protocol, nor as to the availability, accuracy or integrity of any Third-Party Service. Each of the foregoing hereby disclaims any and all representations, warranties and conditions, whether express or implied, as to the Protocol, the Site or any information contained on the Site, including, but not limited to, those of title, non-infringement, merchantability, suitability and fitness for a particular purpose, as well as warranties implied from a course of performance or course of dealing.

In no event shall the FluidTokens Parties be liable for any damages arising out of or related to: (i) your use of or inability to use the Protocol, or the Site, or information contained in the Site; (ii) any Attack, bug, vulnerability, liquidation, or failure or compromise of any Third-Party Service; (iii) your interactions with other users; or (iv) these Terms; including but not limited to (a) direct, indirect, incidental, special, punitive, or consequential damages of any kind, and (b) loss of revenues, profits, goodwill, cryptocurrencies, tokens or anything else of value. This limitation applies regardless of the legal theory asserted and even if a FluidTokens Party has been advised of the possibility of such damages, and is subject only to the final paragraph of Section 5 and to any liability that cannot lawfully be excluded.

You agree that any cause of action arising out of or related to the Site or the Protocol must commence within one (1) year after the cause of action accrues, or the cause of action is permanently barred.

You agree to indemnify and hold harmless the FluidTokens Parties from and against any claim, demand, loss, liability, cost or expense (including reasonable legal fees) arising out of your use of the Site or the Protocol, your breach of these Terms, or your violation of any law or of the rights of any third party.

FluidTokens may modify these Terms at any time by posting an updated version on the Site and updating the "Last updated" date. Where the changes are material, you may be asked to accept the updated Terms again before continuing to use the Site. Your continued use of the Site or the Protocol after the updated Terms take effect constitutes your acceptance of them.

If any provision of these Terms is held to be invalid or unenforceable, that provision will be limited or severed to the minimum extent necessary and the remaining provisions will remain in full force and effect. These Terms constitute the entire agreement between you and FluidTokens regarding the Site and the Protocol. These Terms are governed by the laws of Switzerland, without regard to conflict of law principles, and the courts of Zurich shall have exclusive jurisdiction, subject to any mandatory rights you have as a consumer under the law of your country of residence.