Terms of Service
Last Modified: February 24, 2022 Welcome to app.bastionprotocol.com, a website-hosted user interface (the "Interface" or "App") provided by Bastion Protocol ("we", "our", or "us"). The Interface provides access to a decentralized protocol on the Near Blockchain and may provide future access to the protocol via blockchains in addition to the aforementioned, which allows users to borrow, lend or trade certain digital assets and asset derivatives through interaction with the Bastion Protocol smart contract infrastructure and web interface (the “Bastion Protocol" or the "Protocol"). The Interface is one, but not the exclusive, means of accessing the Protocol. Bastion Protocol will operate as a purely decentralised autonomous organisation governed by $BSTN token holders pursuant to a delineated governance structure (the “Bastion Protocol DAO”, or the “Organisation”); providing oversight, maintenance and upgrade of the Bastion Protocol through the mechanisms of decentralised governance which may include but is not limited to and pending governance approval, creation of action groups with specific technical knowledge to handle system parameters and creation of other action groups to facilitate other functions and aspects of the Protocol. Such functions of decentralised governance will continue to govern all other facets of the Protocol and Organisation on a continuing basis and democratized governance will be unlimited in scope in relation to all functions related to the Protocol and Organisation. This Terms of Service Agreement (the "Agreement") explains the terms and conditions by which you may access and use the Interface. You must read this Agreement carefully. By accessing or using the Interface, 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 Interface and should not use the Interface. NOTICE: PLEASE READ THIS AGREEMENT CAREFULLY AS IT GOVERNS YOUR USE OF THE INTERFACE. 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 INTERFACE IS ONLY AVAILABLE TO YOU - AND YOU SHOULD ONLY ACCESS THE INTERFACE - 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 reuploading a current version of the Agreement at: https://docs.google.com/document/d/e/2PACX-1vSMMTWQOmik-y6cbFp_SRE5UBNAabr1X4kITY5MHqlBRu2z9RsVqcTF3QuULTf81Tjmfgu-1ndR3fKQ/pub. All modifications will be effective when they are posted, and your continued accessing or use of the Interface 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 Interface, 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, capacity 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 Interface. Our Interface is NOT offered to persons or entities who reside in, are citizens of, are incorporated in, or have a registered office in the United States of America or any Prohibited Localities, as defined below (any such person or entity, a “Restricted Person”). We do not make exceptions. If you are a restricted person, then do not attempt to access or use the Interface. Use of a virtual private network (e.g. a VPN) or other means by Restricted Persons to access or use the Interface is strictly prohibited. ‍ General. You may not use the Interface if you are otherwise barred from using the Interface under applicable law. Legality. You are solely responsible for adhering to all laws and regulations applicable to you and your use or access to the Interface. Your use of the Interface is prohibited by and will not otherwise violate or facilitate the violation of any applicable laws or regulations, or contribute to or facilitate any illegal activity. Such requirement of legal adherence includes but is not limited to your sole responsibility for reporting and paying any taxes applicable to your use of the Interface. ‍ By using or accessing the Interface, you represent to us that you are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or excluded or denied persons, including but not limited to the lists maintained by the United Nations Security Council, the European Union or its Member States, or any other relevant government authority. ‍ We make no representations or warranties that the information, products, or services provided through our Interface, are appropriate for access or use in other jurisdictions and as such you make representations that your access of the Protocol within your respective jurisdiction is lawful and that you have taken reasonable steps to ascertain the appropriate limitations and general restrictions, if any, as pertains to your respective jurisdiction. You are not permitted to access or use our Interface in any jurisdiction or country if it would be contrary to the law or regulation of that jurisdiction or if it would subject us to the laws of, or any registration requirement with, such jurisdiction. We reserve the right to limit the availability of our Interface to any person, geographic area, or jurisdiction, at any time and at our sole and absolute discretion. Prohibited Localities. Bastion Protocol does not interact with digital wallets located in, established in, or a resident of Myanmar (Burma), Cote D'Ivoire (Ivory Coast), Cuba, Crimea and Sevastopol, Democratic Republic of Congo, Iran, Iraq, Libya, Mali, Nicaragua, Democratic People’s Republic of Korea (North Korea), Somalia, Sudan, Syria, Yemen, Zimbabwe, the Russian Federation or any other state, country or region that is subject to sanctions enforced by the United States, the United Kingdom or the European Union. ‍ You must not use any software or networking techniques, including use of a Virtual Private Network (VPN) to modify your internet protocol address or otherwise circumvent or attempt to circumvent this prohibition. ‍ Non-Circumvention You agree not to access the Interface using any technology for the purposes of circumventing these Terms. Access to the Interface We reserve the right to disable access to the Interface at any time in the event of any breach of the Terms, including without limitation, if we, in our sole discretion, believe that you, at any time, fail to satisfy the eligibility requirements set forth in the Terms. Further, we reserve the right to limit or restrict access to the Interface by any person or entity, or within any geographic area or legal jurisdiction, at any time and at our sole discretion. We will not be liable to you for any losses or damages you may suffer as a result of or in connection with the Interface being inaccessible to you at any time or for any reason Proprietary Rights We the Organisation, via an assigned signatory body of Agamodo Inc, or another assigned signatory body of the Bastion Protocol DAO as determined from time-to-time, own all intellectual property and other rights in the Interface and its contents, including, but not limited to, software, text, images, trademarks, service marks, copyrights, patents, and designs. Unless expressly authorized by us, you may not copy, modify, adapt, rent, license, sell, publish, distribute, or otherwise permit any third party to access or use the Interface or any of its contents. Accessing or using the Interface does not constitute a grant to you of any proprietary intellectual property or other rights in the Interface or its contents. The open source software associated with the Protocol may be subject to certain business licenses which you are aware of and which may impose significant restrictions on any attempts to fork, whether in whole or in part, the protocol, within the parameters of the license. You understand and acknowledge that an attempt to subvert, avoid or any other such act which diminish such licenses as they appear from time-to-time within the open source documentation may be remedied via an injunction against you or further addressed via any other method permitted by law. You will retain ownership of all intellectual property and other rights in any information and materials you submit through the Interface. However, by uploading such information or materials, you grant us a worldwide, royalty-free, irrevocable license to use, copy, distribute, publish and send this data in any manner in accordance with applicable laws and regulations. You may choose to submit comments, bug reports, ideas or other feedback about the Interface, including, without limitation, about how to improve the Interface (collectively, “Feedback”). By submitting any Feedback, you agree that we are free to use such Feedback at our discretion and without additional compensation to you, and to disclose such Feedback to third parties (whether on a nonconfidential basis or otherwise). If necessary under applicable law, then you hereby grant us a perpetual, irrevocable, non-exclusive, transferable, worldwide license under all rights necessary for us to incorporate and use your Feedback for any purpose. If (i) you satisfy all of the eligibility requirements set forth in the Terms, and (ii) your access to and use of the Interface complies with the Terms, you hereby are granted a single, personal, limited license to access and use the Interface. This license is non-exclusive, non-transferable, and freely revocable by us at any time without notice or cause in our sole discretion. Use of the Interface for any purpose not expressly permitted by the Terms is strictly prohibited. Unlike the Interface, the Protocol is composed entirely of open-source software running on the public Near Blockchain and other blockchains and is not our proprietary property, subject to varying licenses, if any, that may exist corresponding to the open source documentation, code or repository enforced and placed by us. Pursuant to the foregoing and notwithstanding the open-source nature of the protocol, we reserve the right to apply licensing to the software as appropriate from time-to-time in our sole and absolute discretion. If you have contributed to the open source protocol, whether in a trivial or significant fashion, you consent to any and all relicensing of the project. The Protocol may also run on the other blockchains to which the same clause applies. 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 Interface; 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. PrivacyWhen you use the Interface, 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. We do not collect 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. For these purposes, we may share the information we collect with blockchain analytics providers or legal authorities as appropriate. We share information with these service providers only so that they can help us promote the safety, security, and integrity of the Interface and continuing compliance of the Platform. We do not retain the information we collect any longer than necessary for these purposes. Please note that when you use the Interface, you are interacting with the Near blockchain, and may be interacting with additional blockchains in future iterations, which provides transparency into your transactions. Bastion Protocol does not control and is not responsible for any information you make public on the Near blockchain nor any other applicable 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 your jurisdiction, including (but not limited to) the restrictions and regulatory requirements imposed by your jurisdiction with specific regards to use of the App for money laundering activities or terrorist financing or use of illicit funds from proceeds from any hack or otherwise. Not Registered with the SEC or Any Other Agency We are not registered with the U.S. Securities and Exchange Commission as a national securities exchange or in any other capacity and are not registered with any other national financial derivatives or securities or other financial regulatory bodies. You understand and acknowledge that we do not broker trading orders on your behalf nor do we collect or earn fees from your trades, swaps, redemptions, lending or borrowing on the Protocol. We also do not facilitate the execution or settlement of your trades, swaps, redemptions, lending or borrowing which occur entirely on the public distributed Near blockchain and which may occur on other distributed ledgers in future iterations and editions. The pricing information provided through the Interface does not represent an offer, a solicitation of an offer, or any advice regarding, or recommendation to enter into, a transaction with the Interface. Additionally, The Interface does not act as an agent for any of the users. Such trading functions are facilitated solely via smart contract in a decentralised manner and with no engagement, facilitation or assistance from the Organisation, the Protocol or any other associated party. Non-Solicitation; No Investment Advice You agree and understand that all trades, swaps, redemptions, lending or borrowing you submit through the Interface are considered unsolicited, which means that you have not received any investment advice from us in connection with any trades, swaps, redemptions, lending or borrowing, and that we do not conduct a suitability review of any trades, swaps, redemptions, lending or borrowing you submit. All information provided by the Interface is for informational purposes only and should not be construed as investment advice. You should not take, or refrain from taking, any action based on any information contained in the Interface. We do not make any investment recommendations to you or opine on the merits of any investment transaction or opportunity. You alone are responsible for determining whether any investment, investment strategy or related transaction is appropriate for you based on your personal investment objectives, financial circumstances, and risk tolerance and as appropriate, before taking any financial, legal, or other decisions involving the Interface, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate. No Warranties The Interface 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 Interface is at your own risk. We do not represent or warrant that access to the Interface will be continuous, uninterrupted, timely, or secure; that the information contained in the Interface will be accurate, reliable, complete, or current; or that the Interface 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 Interface. 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 Interface 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 Interface is operated from international facilities. By accessing or using the Interface, you agree that you are solely and entirely responsible for compliance with all laws and regulations that may apply to you, and you must ensure continuing compliance with any and all laws and regulations throughout your use of the interface and interaction with the protocol to the highest degree of due diligence. Assumption of Risk By accessing and using the Interface, you represent that you are financially and technically sophisticated enough to understand the inherent risks associated with using cryptographic and blockchain-based systems, including the functionality, usage, storage, transmission mechanisms, and intricacies associated with cryptographic tokens, token storage facilities (including wallets), blockchain technology, and blockchain-based software systems; and that you have a working knowledge of the usage and intricacies of digital assets such as bitcoin (BTC), ether (ETH), near (NEAR), and other digital tokens and such as those following the Ethereum Token Standard (ERC-20), other digital token derivatives and complex financial derivative mechanisms and any other mechanisms pertaining to Web 3.0 applications, which encompasses the use of web interfaces to interact with blockchain based applications. In particular, you understand that blockchain-based transactions are irreversible and that Web 3.0 applications have intrinsic and unique risks and such are understood, appreciated and assumed by you. You further understand that the markets for digital assets are highly volatile due to factors including (but not limited to) adoption, speculation, technology, security, and regulation. The use of leverage may greatly increase the level of associated risk and you are of sufficient sophistication to assume any and all risks in using the platform for leveraging activities. You acknowledge and accept that the cost and speed of transacting with cryptographic and blockchain-based systems such as Near and other distributed ledgers systems 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, depegging of assets, cascading liquidation events or general liquidation, and 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, swap, lend, redeem or borrow 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 Protocol, and cannot be held liable for any resulting losses that you experience while accessing or using the Interface. Accordingly, you understand and agree to assume full responsibility for all of the risks of accessing and using the Interface to interact with the Protocol. Third-Party Resources and Promotions The Interface 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 Interface. 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 Interface and your interaction with the Protocol. You further expressly waive and release the Organisation, Organisation members and participants and any other Organisation associated parties 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 Protocol. Notwithstanding any statutory provision applicable to your jurisdiction applying to loans taken from unidentified third parties and associated benefits and protections stemming from such statutory provisions, you agree to waive any and all benefits and protections to the fullest extent of the law of those provisions, in light of the status of the platform as decentralized and peer-to-peer and in light of the intrinsic anonymity principles of the blockchain.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 [email protected] 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 eighty days of your email, then you and we both agree to resolve the potential dispute according to the process set forth below. Any dispute arising out of or in connection with this Agreement (“Dispute”), including questions regarding its existence, validity, or termination, or any other dispute arising out of the use of the protocol and interface shall initially be negotiated between the Parties in good faith a remedy to the specified breach. In the event no amicable negotiation is possible between the contracting parties and the effectiveness of negotiation is in doubt, it is agreed that all claims shall be subject first to mediation under the International Chamber of Commerce ("ICC") Mediation Rules. In the event that neither negotiation in good faith nor remedy is able to solve the Dispute, the Dispute will then be referred to and finally resolved by arbitration in London, United Kingdom. The tribunal shall consist of one (1) arbitrator to be nominated by the Governance Token Issuer. The language of the arbitration shall be in English and governed by the laws of the United Kingdom. ‍ 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 This Agreement shall be governed by and construed in accordance with the internal laws (and not the laws of conflicts) of the United Kingdom. The choice of the laws of England and Wales is the governing law of this Agreement. This Agreement shall be governed by and construed in accordance with the substantive laws of England and Wales without regard to conflict of laws principles but with the Hague Principles on the Choice of Law in International Commercial Contracts. ‍ Entire Agreement These terms constitute the entire agreement between you and us with respect to the subject matter hereof and in addition to the Bastion Protocol Disclaimer sets out all terms of the relationship, including rights due, rights waived, obligations owed and obligations waived between you and us. 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.
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