Terms of Service
Last Updated: April 7, 2022
These Terms of Service (these “Terms”) govern your access to and use of the NAFTA website available at https://www.nafta.market (the “Website”) and NAFTA Application (App) accessible at https://www.nafta.market/app (the “App”, and collectively with the Website, the “Platform”).
The Platform is provided by Oiler DeFi Ltd., a company established under the laws of the British Virgin Islands, having a registered office located at Jayla Place, 2nd Floor, Road Town, Tortola, British Virgin Islands VG1110 (“we”, “us”, “our” or “Oiler”) to be primarily used as a web-based interface to access and use NAFTA Protocol (as defined below) in a user-friendly and easily comprehensible manner.
By accessing or using the Platform, connecting your Digital Wallet (as defined below) to the App, or by clicking the button “I accept” or respective check box in connection with or relating to these Terms, you (“you”, “your”) acknowledge that you have read, accept without modifications and agree to be bound by these Terms and all terms incorporated herein by reference, which form a legally binding agreement between you and us.
If you do not accept or agree to these Terms, you are not allowed to access or use the Platform, and must immediately discontinue any use thereof. If you are acting for or on behalf of an entity, you hereby represent and warrant that you are authorised to accept these Terms and enter into a binding agreement with us on such entity’s behalf, and you accept these Terms both on behalf of such entity and on your own behalf.
Please read these Terms carefully as they affect your obligations and legal rights. Note that Sections 22 and 23 contain provisions governing the choice of law, arbitration terms, and class action waiver. Please read and review Sections 15, 16, 17 carefully before accepting these Terms as they provide for the limitation of liability, your obligations to indemnify Oiler Parties, and contain disclaimer of warranties with regard to the Platform and related software.
1. DEFINITIONS
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 Oiler.
“App” has the meaning provided in the preamble of these Terms.
“Communications” means any communications, agreements, documents, receipts, notices, and disclosures related to these Terms.
“Digital Assets” means cryptocurrencies and other cryptographic tokens of any kind, such as, for example, USD Coin (USDC), Ether (ETH), etc.
“Digital Items” means any virtual assets, such as, for example, various non-fungible tokens (NFT), as may be made available to you by third parties, including other users, through the NAFTA Protocol.
“Digital Wallet” means a pair of public and private cryptographic keys which can be used to track ownership of, receive or spend Digital Assets. A Digital Wallet usually has a public address associated with it.
“Dispute” means any dispute, claim, suit, action, causes of action, demand, or proceeding.
“Documentation” means documentation, information, and other materials relating to the Platform or NAFTA Protocol published by us or on our behalf, regardless of whether made available on the Platform or otherwise.
“LCIA” means the London Court of International Arbitration.
“Licence” has the meaning provided in Section 6 of these Terms.
“NAFTA Protocol” has the meaning provided in Section 3 of these Terms.
“Notice” means a written notice of your claim to any of the Oiler Parties.
“Oiler”, “we”, “us” shall have the meaning provided in the preamble of these Terms.
“Oiler Parties” means Oiler, its Affiliates, their respective shareholders, directors, officers, employees, agents, advisors, contractors, and assignees.
“Open-Source Licences” means licences under which open-source software, materials, components, and items are distributed.
“Platform” means the Website and App, as defined in the preamble of these Terms, including related software, applications and components provided by the Company. It is expressly acknowledged that the Platform does not include the NAFTA Protocol, Third-Party Content, Third-Party Services, Digital Assets, and Digital Items that we neither control nor operate.
“Terms” means these Terms of Service.
“Third-Party Content” means any content, information, materials and items provided by third parties or produced from third-party sources, including (i) Digitals Items, (ii) the description of, links to or elements of the Third-Party Services, (iii) promotional materials and advertisements, other third-party materials and data, (iv) third-party websites and resources, and links thereto, and (v) any information produced or derived from third-party sources, including information about the value and price of Digital Assets, exchange rates between Digital Assets, 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 or other blockchains gas costs, fees related to or charged by Third-Party Services etc.
“Third-Party Services” means any third-party software, services, items, and solutions, including software wallets, blockchain liquidity pools (such as, for illustration purposes only, Uniswap liquidity pools), as well as third-party mining and yield farming pools and initiatives.
“User Generated Content” means any information, materials, or content posted, created, or furnished by the users of the Platform or any person other than Oiler, including through the Platform. The User Generated Content shall not include the Digital Items.
“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 Website and/or Platform, and the entity on whose behalf you are acting.
The term “rent”, “rent out”, and other similar terms, as may be used herein or on 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 a decentralised smart-contract system and the discretionary performance of traditional off-chain transactions by people. When the App is used to access the NAFTA Protocol, there are no legal agreements, promises of payment, or courts of law, and therefore there are no rents or other traditional transactions involved.
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 updating these Terms and the “Last Updated” date at the top of this document. We may further (but will not be obligated to) provide an additional notification of the amendment via one of the communication channels specified in Section 24 of these Terms. Unless otherwise notified by us, 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. APP
The App allows you to access and utilise functionality of the NAFTA protocol, which is essentially a set of smart-contracts implemented on Ethereum blockchain or other blockchain networks that facilitate certain on-chain transactions between the users involving various Digital Items (the “NAFTA Protocol”). It is further expressly acknowledged that we do not operate the NAFTA Protocol. More detailed description of the App and NAFTA Protocol is provided in the Documentation, which does not form a part of these Terms and is provided for the information purposes only.
The NAFTA Protocol is composed of open-sourced smart-contracts deployed on the blockchain network(s) that operate in a decentralised and autonomous manner. These smart-contacts can be reviewed, verified, used, copied, modified, and distributed by anyone (subject to the terms of the applicable licence). Accordingly, there might be other interfaces enabling interaction with the NAFTA Protocol that we neither control nor are affiliated with. Furthermore, anyone can interact directly with the NAFTA Protocol bypassing the App and other interfaces.
You should carefully and thoroughly review and assess the NAFTA Protocol and related software before you use them, and any such use shall be at your own risk. You should always do your own research.
You further acknowledge that we do not control the NAFTA Protocol, its underlying blockchain network(s), and any software through which such networks are formed. Accordingly, in no event shall we be responsible for or held liable in connection with the NAFTA 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.
4. CONNECTING DIGITAL WALLET
When using the App, you may connect your Digital Wallet through one of the compatible third-party software wallets, such as, for illustration purposes only, MetaMask, TrustWallet, WalletConnect or similar software. Digital Wallets constitute Third-Party Services and we are not responsible for, do not endorse, shall not be held liable or responsible in connection with, and do not make any warranties, whether express or implied, as to the software digital wallets used by you with the App. When using Digital Wallets, you should review applicable terms and policies that govern your use thereof.
We never receive access to or control over your Digital Wallets or Digital Assets held in such Digital Wallets. Therefore, you are solely responsible for securing your Digital Assets, Digital Wallet and credentials thereto. You may disconnect your Digital Wallet from the App at any time.
5. ELIGIBILITY
To be eligible to access and use the App, you must:
be able to form a legally binding agreement with us on terms herein set forth;
if 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; and
comply with these Terms.
6. LICENCE
Subject to your compliance with 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 purposes on the terms set forth herein (the “Licence”). The Licence will remain effective until terminated on the terms contained herein.
To the extent that certain items or components of the Platform are being distributed under an Open-Source Licence, such items and components will not be covered by the Licence granted hereunder and will be provided to you under the terms and conditions of the applicable Open-Source Licence.
The Licence granted hereunder shall terminate and cease upon the occurrence of any of the following events:
these Terms terminate or expire;
you violate these Terms;
we choose to terminate the Licence at our sole and absolute discretion, with or without reason.
Your access and use of the Platform shall not violate the terms of the Licence and/or Open-Source Licences, if and as applicable.
7. DISCLAIMERS
You hereby acknowledge and agree that we do not provide any custodial or similar services, custodial solutions or software, does not act as your agent or representative, and does not control, manage or custody any of your Digital Assets or Digital Wallets.
We shall not be responsible for or held liable in connection with any operations carried out by you, any other user or group of users through or with the use of the NAFTA Protocol, whether through the App or otherwise, including any transfer, delivery, use, or storing of Digital Assets or Digital Items. We shall not be acting as an intermediary in any transaction nor shall we be responsible for ensuring that any transaction made through the App or otherwise on a blockchain network is actually completed or performed. We do not control or influence transactions with Digital Assets or Digital Items, and therefore we are unable to cancel, reverse, block, or freeze any transactions conducted by you or any other user of the App.
We do not provide any representations or warranties with respect to the Digital Assets or Digital Items. You acknowledge and agree that the Digital Assets or Digital items may not (i) fit for a particular purpose, (ii) meet your expectations, or (iii) have any value.
We are not your broker, fund manager, or any intermediary to any broker or fund manager. Neither the App nor the NAFTA Protocol or anything in these Terms shall be considered as broker and/or fund management services, or any intermediation services thereto.
Neither we nor any part of the Platform provide financial advisory, legal, regulatory, or tax services directly, indirectly, implicitly, or in any other manner, and you should not consider any information contained in these Terms, on the Platform or in the Documentation to be a substitute for professional financial, legal, regulatory, tax, or other advice. You shall not rely upon the data displayed in the App or provided in the Documentation when taking any decision, and shall conduct your own independent investigation and research before making any transaction involving the Digital Assets.
The Platform, including any information and materials available thereon, is not intended to constitute an offer of securities, financial instruments, Digital Assets, Digital Items, or a solicitation for investment in or purchase of securities, financial instruments, Digital Assets, or Digital Items in any jurisdiction, nor is it intended to constitute a prospectus or offer document of any type. We do not provide any opinion or any 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.
8. WARRANTIES AND REPRESENTATIONS
You represent and warrant to us that:
you have sufficient understanding of the functionality, usage, storage, transmission mechanisms and intricacies associated with Digital Items, Digital Assets, Digital Asset storage facilities, including digital wallets, distributed ledger technology, blockchain-based software, liquidity pools and decentralised finance (DeFi) in general;
you have sufficient understanding of NFTs and related instruments;
any Digital Wallet used by you with or within the Platform is either owned by you, or that you are validly authorised to carry out actions using such Digital Wallet;
any funds, Digital Assets, or Digital Items used by you within the Platform are from legitimate sources and were lawfully acquired;
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;
you shall be solely responsible for all and any operations and transactions with Digital Assets carried out via the Platform;
you acknowledge and agree that we do not act as your agent or fiduciary, and that we do not control or custody your Digital Assets, Digital Items, or funds in any manner;
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;
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;
you will comply with any applicable tax obligations in your jurisdiction arising from your acquisition, storage, sale, rent, or transfer of Digital Assets, Digital Items, or another use of the Platform;
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;
you shall not make any decisions based solely on the information available on the Platform or otherwise made available by us, including the Documentation, and shall conduct your own substantial research and analysis before making any decision;
your use of information available on the Platform or otherwise provided by us, including the Documentation, is 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, that you will receive any profit or benefit, or that any transaction via the Platform will be beneficial or suitable for you;
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.
9. 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:
disrupting, interfering with, or inhibiting other users from using the Platform, or carry out activities that could disable, impair, or harm the functioning of the Platform or servers, or underlying software;
posting, uploading, or submitting any content, including Digital Items, that is illegal, infringing, harmful, offensive, or inappropriate (the final decision on whether the content is appropriate shall be taken by us in our sole opinion and discretion);
using the Platform or underlying software for any illegal purposes, including, but not limited to, terrorism financing or money laundering;
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 attack or similar activities;
use the Platform or related information for any purpose that is harmful or detrimental to us, Affiliates, the Platform, or the users of the Platform;
violating any rights of any third person, including trademark or intellectual property rights;
carrying out fraudulent activities, providing any false, inaccurate, or misleading information in order to unlawfully obtain Digital Assets, Digital Items, or property of other users or third persons;
copying, reproducing, or cloning the Platform as a whole, or duplicating its essential elements, or creating derivative works from the Platform without our prior written consent;
carrying out any other unlawful activities, or activities that violate any applicable regulations, rules, orders, etc.
10. THIRD-PARTY CONTENT
When using the Platform, you may view or interact with the Third-Party Content. We are not responsible for and shall not be held liable in connection with, and do not make any warranties, whether express or implied, as to the Third-Party Content, do not endorse and are not responsible for any such Third-Party Content, as well as any information, materials, content, services or tools on or available through such Third-Party Content. You hereby affirm and acknowledge that your use of Third-Party Content, and your interactions with third parties that are linked to or from the Platform, is at your own risk. 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.
11. USER GENERATED CONTENT
You may be allowed to post, create, or furnish User Generated Content through the Platform. If you post, create, or provide any User Generated Content, you must ensure that such content at all times is true, accurate, complete, and up to date, and that such content does not violate the law or any rights of third parties. By creating or providing any User Generated Content you warrant that you own all intellectual property rights in and to such content or otherwise have the right to use the content in such a manner, and that such content does not violate any rights of third parties or laws. You shall be solely liable and responsible for your User Generated Content.
We do not immediately review all User Generated Content nor do we have such an opportunity. We do not undertake any obligations in respect to the User Generated Content, e.g., obligation to review or post such content, or obligations of confidentiality. At all times, we retain the right to remove any User Generated Content without any prior notice or liability in case we, at our sole discretion, determine that such content is offensive, unacceptable, may harm us or violate these Terms, any laws or public order.
We may use, reproduce, disclose, make publicly available and otherwise exploit any of your comments, suggestions, recommendations or other feedback provided in connection with or relating to the Platform, our other products and services throughout the world in its sole discretion, without restrictions or any obligations to you.
By creating User Generated Content on the Platform, 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 from your User Generated Content and the right to assign these rights to third parties in whole or in part.
12. UPDATES, AVAILABILITY, AND ACCESS
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 underlying 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 update. In certain cases, the Platform may be unavailable.
The Platform may be inaccessible or inoperable from time to time for any reason, including, for example, equipment malfunctions, maintenance procedures or repairs, force majeure circumstances, disruptions, sophisticated hacker or malware attacks, and temporary or permanent unavailability of the underlying software or blockchain infrastructure, and/or unavailability of the respective Third-Party Services. In the aforementioned cases, the access or use of the Platform may be prevented or limited without notice.
Generally, we are not going to terminate access to the Platform for any eligible person, the Platform is public. At the same time, 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. We will make reasonable efforts to inform you if, when, and to which extent the Platform or any of its parts are or will be unavailable.
We may, at our sole and absolute discretion, limit, suspend or restrict access to the Platform or any of its components for persons who reside or are located in specific jurisdictions or territories, including in accordance with our internal risk management policies, due to legal uncertainty, or for other reasons. You hereby agree to comply with such limitations and not to circumvent or bypass them in any way. You hereby agree that we may install and utilise certain software, solutions and/or tools (for example, geo-blocking solutions) allowing us to identify users from certain restricted jurisdictions, or those who have violated these Terms or the laws, and restrict their access to and use of the Platform. We may restrict or suspend your access to and/or use of the Platform, any of our products or services and related software with immediate effect and without notification if (i) we, acting at our sole discretion, determine that you have violated these Terms, applicable laws or regulations, (ii) you or your actions create possible legal exposure for us.
We may, at any time and at our sole and absolute discretion, without prior notice and liability, terminate or discontinue the Platform or any of its components.
13. PROPRIETARY RIGHTS
The Platform may contain names of services and products, logos, trademarks and other marks which are owned by us, Affiliates, or applicable licensors. You do not receive any rights, title, or interest in or to such names, logos, trademarks, and other marks, and we, Affiliates, and respective licensors reserve the right to prohibit any use of such names, logos, trademarks, and other marks at any time. You may not obscure, remove or alter any marks or notices displayed in the Platform. Any rights not expressly granted to you under the Licence and/or applicable Open-Source Licences are reserved by us, respective Affiliates, and/or other rights holders.
Certain components used in the Platform may be distributed under the 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. NO ADVICE
No part of the information or content available on the Platform 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, completeness or timeliness of the information and materials contained on the Platform and in the Documentation, therefore any use of or reliance upon such information and materials will always be at your own discretion and risk, and you shall be solely responsible for any possible damages or losses arising therefrom.
15. NO WARRANTY
The Platform and NAFTA Protocol are provided on an “as is” and “as available” basis. Your use of the Platform and NAFTA Protocol 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 and NAFTA Protocol, all of which are expressly disclaimed.
We do not warrant, whether expressly or impliedly, and hereby expressly disclaim any warranty and/or representation that:
the Platform and NAFTA Protocol will work as expected, or that any information provided through the Platform or otherwise communicated in connection with the Platform and its operation, including the information displayed in the Documentation, App, and data relating to Digital Items, will be timely, accurate, reliable, true or correct;
the Platform and NAFTA Protocol will be secure or available at any particular time or place, or will continue working, operating or functioning for any period of time;
any defects or errors in the Platform or NAFTA Protocol will be corrected; or
the Platform and NAFTA Protocol will be free of viruses, bugs, trojan horses, defects, flaws, malfunctions, or other harmful components, or properly protected from hacker, malware or other attacks, or third-party hostile interferences.
16. WAIVER OF FIDUCIARY DUTIES
The Platform, these Terms or any other our service or product 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, 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.
17. LIMITATION OF LIABILITY
To the maximum extent permitted under the applicable law, in no event shall:
Oiler Parties be liable or responsible for any indirect, special, punitive, exemplary, incidental, or consequential damages of any kind, nor shall they 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 or NAFTA Protocol, and/or the failure of the Platform or NAFTA Protocol 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 any of Oiler Parties have been advised of the possibility of such damages;
Oiler’s or Affiliates’ respective 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 NAFTA Protocol, provided that this item “(ii)” shall not limit our liability as an entity;
Oiler Parties be liable for any damages or losses arising in connection with a hacker attack, phishing attack, malware attack, viruses, or trojan horses, whether affecting or transmitted via the Platform, the NAFTA Protocol or otherwise, or any other unauthorised third-party intervention in the operation of the Platform or NAFTA Protocol;
Oiler Parties be responsible or liable for or in connection with inaccuracies of content or information provided on or in connection with the Platform, Documentation, displayed in the App, or third persons’ conduct;
Oiler Parties be responsible or liable for or in connection with the NAFTA Protocol or any Third-Party Content;
the aggregate liability of Oiler Parties to you for all damages and losses whatsoever arising out of or in connection with these Terms, their undue performance or violation, use or inability to use the Platform and/or NAFTA Protocol exceed US $10,000 (ten 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 Oiler Parties and/or 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. This Section 17 does not limit our liability arising from fraud, intentional misconduct, or gross negligence.
18. INDEMNIFICATION
To the fullest extent permitted under the applicable law, you shall indemnify, defend, and hold harmless Oiler 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, and (iii) exercising, enforcing, or preserving our rights, powers or remedies (or considering doing so) with respect to you in connection with these Terms.
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. FORCE MAJEURE
We shall not be liable or responsible for (i) any inaccuracy, error, delay in, or omission of any information, or the transmission or delivery of information; (ii) any loss or damage arising from any event beyond our reasonable control, including but not limited to flood, extraordinary weather conditions, earthquake, or other act of God, fire, declared and undeclared war, military operation or invasion, epidemic, pandemic, insurrection, riot, labour dispute, accident, action of government, court, regulatory or other authorities, including the issuance of cease and desist orders, communications failure, hacker attacks, malware attacks, software weaknesses, malfunctions, 51% attacks or similar attacks, power failure, equipment or software malfunction or error, theft or loss of Digital Assets held in the NAFTA Protocol, or any other cause beyond our reasonable control.
20. ASSOCIATED COSTS
We may charge certain fees for the use of the App. Furthermore, when you conduct transactions through the App certain Third-Party Costs may arise. You shall bear all such Third-party Costs associated with transactions that you carry out through the App. We are not responsible for any Third-Party Costs and shall not be in any way liable thereto. We will make commercially reasonable efforts to demonstrate to you the fees arising from the transactions made through the App, however, you should independently verify this information and we do not warrant that the provided information will be correct.
21. RISK DISCLOSURE STATEMENT
By accepting these Terms, you hereby warrant that you have read, understood, and acknowledged the risks set out in our Risk Disclosure Statement. You hereby acknowledge, accept, and assume the risks set out in the risk disclosure statement and represent that Oiler Parties shall not be held liable or responsible for any damages or losses arising from or in connection with such risks.
22. APPLICABLE LAW
These Terms, as well as any and all relationship between you and us relating to the Platform or any transaction contemplated in these Terms shall be governed by and 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. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms.
23. 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 Oiler hereby agree to settle and finally resolve any Dispute arising out of or in connection with these Terms or the Platform in binding arbitration and in accordance with this Section 23. 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 in any way to these Terms or the Platform, you shall first contact us and attempt to resolve the Dispute informally by sending a Notice to us by email at [email protected]. The Notice must include your name, residence address, email address, and telephone number, 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 LCIA, in accordance with the terms set forth below.
Any Disputes arising out of or in connection with these Terms or the Platform, 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 Rules are deemed to be incorporated by reference herein. Any arbitration will occur in London, UK. You will not and hereby waive your rights to object to the arbitration prescribed herein.
Unless otherwise required by the applicable law, and to the maximum extent permitted and possible, you, Oiler, 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 or 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 law, you and we 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 law, you and we hereby agree that any claim arising out of or related to these Terms or the Platform 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.
24. COMMUNICATION
You agree and consent to receive electronically all Communications that we provide in connection with these Terms and the Platform. You agree that we may provide Communications to you by posting them on the Platform, on our Twitter account, on our Medium blog or in our Telegram channels available at http://t.me/oilernetwork and/or http://t.me/oiler_official, provided that only those postings shall be deemed to constitute Communication that are expressly marked as relating to these Terms. If you provide us your email address, we may (but will not be obliged to) send Communications to you by email. 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.
You may electronically communicate with us by sending Communications to the following email address [email protected]. We may require you to provide additional data or documents that will allow us to identify you.
25. NO WAIVER
No failure or delay by Oiler to exercise any right or remedy provided under these Terms or by 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.
26. ENTIRE AGREEMENT
These Terms, together with any documents incorporated herein by reference, contain the entire agreement between you and us, and supersede all prior and contemporaneous understandings, writings, letters, statements or promises between you and us regarding the subject matters hereof. Unless otherwise expressly provided herein, there shall be no third-party beneficiaries hereto.
27. PERSONAL DATA
Please learn more about how we process your personal data in our Privacy Notice.
28. SURVIVAL
Sections 15-19, 21-25, 27-32 shall survive any expiration or termination of your access to or use of the Platform, regardless of the reasons.
29. LANGUAGE
Currently, only the English version of any Communications is considered official. The English version shall prevail in case of differences in translation of any documents, Communications or other content.
30. ASSIGNABILITY
You shall not have the right to assign or transfer any rights or obligations under these Terms without our prior written consent. We may transfer or assign these Terms, including any rights and obligations hereunder (i) in connection with redomiciliation, corporate reorganisation, or (ii) to a successor or Affiliate, and no such transfer or assignment shall require your additional consent or approval.
31. VALIDITY AND ENFORCEABILITY
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.
32. INTERPRETATION
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.
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