Terms and Conditions
Please ensure you have read and understand our terms and conditions
Libertum is a decentralised finance (DeFi) application that interacts with the Ethereum network and Arbitrum network, accessed via a specially developed smart contract (“Smart Contract”) to enable users to access a swapping & bonding protocol, staking and lending functions, tooling and treasury management services (“Services). The protocol and its Services can be accessed on a website that the user can interact with (the “Site”). The swapping & bonding protocol, staking and lending functions and treasury management services, Smart Contract and the Site are collectively referred to in these Terms as the “App.” Using the App, users can interact with existing smart contracts on the Ethereum network in order to access the Services. Our App enables users to access DeFi Services that may be further developed by us in the future.
Libertum Ltd. a company incorporated in the UK (Registered Company Number: XXXXX) (hereinafter referred to as "Libertum", "we", or "us") is making the App available to you. Before you use the App, the Smart Contracts, or the Site, however, you will need to agree to these Terms of Use and any terms and conditions incorporated herein by reference (collectively, these "Terms").
Please read these terms and conditions carefully before using the App, the smart contracts, or the site. These terms govern your use of the App, the smart contracts, and the site, unless we have executed a separate written agreement with you for that purpose. We are only willing to make the App, the smart contracts, and the site available to you if you accept all of these terms. By using the App, the smart contracts, the site, or any part of them, you acknowledge, covenant, and agree that you understand and agree to be bound by all of these terms and conditions.
If you are accepting these terms on behalf of a company or other legal entity, you warrant, covenant, and agree that you have the legal authority to accept these terms on that entity’s behalf, in which case “you” will mean that entity. If you do not have such authority, or if you do not accept all of these terms and conditions, then we are unwilling to make the App, the smart contracts, or the site available to you. If you do not agree to these terms, you may not access or use the App, the smart contracts, or the site.
Upon acceptance of these terms and conditions, you further warrant, covenant, and agree that you are able to access the App, the Site, and the smart contract legally and in accordance with your local laws and regulations. We do not make any warranties or representations as to the compliance of the usage of our App and services with local laws and regulations. Upon acceptance of these terms and conditions, you hereby and irrevocably release Libertum, its directors, shareholders, employees, team members, and contractors from any and all present and future liability and claims in relation to any loss, penalties, fines, taxation assessments and proceedings arising from the usage of our App and services to the maximum extent permitted by law.
Dedicated and detailed information in relation to the protocol, the swapping, bonding, staking, lending and governance mechanisms can be found at the following link: https://docs.kei.fi/
TERMINATION
You may terminate these Terms and Conditions at any time by disposing of your Libertum Token(s) and/or NFT(s) and discontinuing your access to and use of the App. You will not receive any refunds if you dispose of your Libertum NFT(s), or otherwise terminate these Terms and Conditions. You covenant and agree that we, in our sole discretion and for any or no reason, may terminate these Terms and Conditions and suspend and/or terminate your access to the App.
You covenant and agree that any suspension or termination of your access to the App may be without prior notice, and that we will not be liable to you or to any third party for any such suspension or termination. If we terminate these Terms and Conditions or suspend or terminate your access to or use of the App due to your breach of these Terms and Conditions or any suspected fraudulent, abusive, or illegal activity, then termination of these Terms and Conditions will be in addition to any other remedies we may have at law or in equity.
Upon any termination or expiration of these Terms and Conditions, whether by you or us, you may no longer have access to information that you have obtained on the App, and you acknowledge, covenant and agree that we will have no obligation to maintain any such information in our databases or to forward any such information to you or to any third party.
Sections 1.3, 2, 3 through 16 will survive the termination or expiration of these Terms and Conditions for any reason.
EXTERNAL SITE
The App may include hyperlinks to other websites or resources (collectively, “External Sites”), which are provided solely as a convenience to our users. We have no control over any External Sites. You acknowledge, covenant, and agree that we are not responsible for the availability of any External Sites, and that we do not endorse any advertising, products, or other materials on or made available from any External Sites.
Furthermore, you acknowledge, covenant, and agree that we are not liable for any loss or damage which may be incurred as a result of the availability or unavailability of the External Sites, or as a result of any reliance placed by you upon the completeness, accuracy or existence of any advertising, products or other materials on, or made available from, any External Sites. This Clause 10.1 operates in accordance with the disclaimer set out in Clause 6.9 above.
AMENDMENTS OR CHANGES TO THESE TERMS AND CONDITIONS OF USE
We may make changes to the Terms and Conditions of Use from time to time. When we make changes, we will make the updated Terms and Conditions of Use available on the App and update the “Last Updated” date at the beginning of these Terms and Conditions accordingly. Please check these Terms and Conditions periodically for changes. Any changes to the Terms and Conditions will apply on the date that they are made, and your continued access to or use of the App after the Terms and Conditions have been updated will constitute your binding acceptance of the updates. If you do not agree to any revised Terms and Conditions, you may not access or use the App.
CHANGES TO THE APP
We are constantly working on and innovating the App to help provide the best possible experience and services. You acknowledge, covenant, and agree that the form and nature of the App, and any part of it, may change from time to time without prior notice to you, and that we may add new features and change any part of the App at any time without notice.
CHILDREN AND MINORS
You affirm that you are over the age of 18, as the App is not intended for persons under the age of 18. IF YOU ARE 18 OR OLDER BUT UNDER THE LEGAL AGE OF MAJORITY WHERE YOU RESIDE IF THAT JURISDICTION HAS AN OLDER AGE OF MAJORITY, THEN YOU AGREE TO REVIEW THESE TERMS AND CONDITIONS WITH YOUR PARENT OR GUARDIAN TO ENSURE THAT BOTH YOU AND YOUR PARENT OR GUARDIAN UNDERSTAND AND AGREE TO THESE TERMS AND CONDITIONS OF USE.YOU AGREE TO HAVE YOUR PARENT OR GUARDIAN REVIEW AND ACCEPT THESE TERMS ON YOUR BEHALF. IF YOU ARE A PARENT OR GUARDIAN AGREEING TO THE TERMS FOR THE BENEFIT OF A LEGALLY MINOR PERSON OVER 18, THEN YOU AGREE TO AND ACCEPT FULL RESPONSIBILITY FOR THAT PERSON'S USE OF THE APP, INCLUDING ALL FINANCIAL CHARGES AND LEGAL LIABILITY THAT HE OR SHE MAY INCUR.
DISPUTE RESOLUTION AND ARBITRATION
Please read this Clause 15 carefully. It requires you to arbitrate disputes with Libertum and limits the manner in which you can seek relief from us.
All disputes against Libertum, its subsidiaries, affiliates, directors, shareholders officers, agents, employees, team members, advertisers, licensors, suppliers or partners arising out of or in connection with these Terms and Conditions, including without limitation your access or use of the App, or to any products provided, sold or distributed through the App will be referred to and finally resolved by arbitration under the rules of the UKJT Digital Dispute Resolution Rules. The appointing authority of the arbitrator will be an organisation operating under the said dispute resolution rules. You acknowledge, covenant, and agree that Libertum is solely entitled to nominate and refer the matter for arbitration to an arbitration organisation of Libertum's choice, subject to the said organisation adjudicating the matter in accordance with the said dispute resolution rules. The case will be adjudicated by a single arbitrator and will be administered by the appointing authority nominated by Libertum in accordance with its applicable rules.
Each party will cover its own fees and costs associated with the arbitration proceedings; however, if the arbitrator finds that you cannot afford to pay the fees and costs reasonably associated with the arbitration proceedings, Libertum will pay them for you. The place of arbitration will be chosen by the appointing authority. You may choose to have the arbitration conducted by written submissions only. The language of the arbitration will be English. The award of the arbitrator will be final and binding, and any judgement on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, Libertum may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction, and you agree that these Terms and Conditions are specifically enforceable by Libertum through injunctive relief and other equitable remedies without proof of monetary damages.
With respect to any dispute arising out of or related to these Terms and Conditions, including without limitation disputes related to the App, or any products provided, sold or distributed through the App:
You hereby expressly waive your right to have a trial by jury in the jurisdiction that it is applicable; and
You hereby expressly waive your right to participate as a member of a class of claimants in any lawsuit, including but not limited to class action lawsuits involving any such dispute.
SERVICES NOT OFFERED IN CERTAIN JURISDICTIONS
You hereby acknowledge, covenant, and agree that we do not offer our services and do not carry-on business in the Republic of Panama, the Commonwealth of Australia, and the United States of America.
You further acknowledge, covenant and agree that users that are tax residents or located at the jurisdictions mentioned in clause 16.1 above are not allowed to access or use our app.
In the event that you breach this clause 16, you covenant and agree that we may suspend or terminate your access to our website and app without prior notice and you hereby irrevocably release in perpetuity Libertum, its subsidiaries, affiliates, directors, shareholders, employees, team members, contractors, and licensors from any and all losses, claims, damages, and liability that may arise from the suspension or termination of your access to our app as a result of breaching this clause 16.
You shall not purchase or otherwise acquire any of our NFTs and products if you are: a citizen, resident (tax or otherwise), and/or green card holder, incorporated in, owned or controlled by a person or entity in, located in, or have a registered office or principal place of business in the U.S. (defined as a U.S. person), or if you are a person in any jurisdiction in which such offer, sale, and/or purchase of any of our NFTs or products is unlawful, prohibited, or unauthorised (together with U.S. persons, a “Restricted Person”). The term “Restricted Person” includes, but is not limited to, any natural person residing in, or any firm, company, partnership, trust, corporation, entity, government, state or agency of a state, or any other incorporated or unincorporated body or association, association or partnership (whether or not having separate legal personality) that is established and/or lawfully existing under the laws of, a jurisdiction in which such offer, sale, and/or purchase of any of our products is unlawful, prohibited, or unauthorised). You shall not resell or otherwise transfer any of our products to any Restricted Person, including but not limited to, citizens, residents, or green card holders of the United States of America or any natural person or entity within the United States of America. The transfer or resale of any of our products to any Restricted Person is not permitted.
None of our products have been or will be registered under the U.S. Securities Act of 1933, as amended, or with any securities regulatory authority of any state or other jurisdiction of the U.S. Our products may not be offered, sold, or delivered within the U.S. to, or for the account or benefit of, Restricted Persons. Our products that may be offered on secondary markets and other platforms are not for distribution to any Restricted Person. No offers, sales, resales, or deliveries of any of our products may be made in or from any jurisdiction (including the U.S.), except in circumstances that will result in compliance with any applicable laws and regulations and that will not impose any obligations on Libertum. Persons who obtain our products are required to inform themselves about and adhere to any such restrictions. Libertum reserves the right to impose further restrictions at its sole discretion, which will be communicated through its terms of service or on its website.
You understand that Libertum is not registered or licensed by the Commodity Futures Trading Commission, Securities and Exchange Commission, Financial Crimes Enforcement Network, or any financial regulatory authority, and that no financial regulatory authority has reviewed or approved the website. You further understand that Libertum is not acting as an investment adviser or commodity trading adviser (as those terms are defined under U.S. law) to any person, does not offer securities services in the United States or to U.S. persons, and that the contents of this website do not constitute advice or recommendations concerning any commodity, security or other asset.
Additionally, no person may acquire Libertum Tokens, NFTs and products unless they are:
not a “U.S. Person” as defined in Rule 902 of Regulation S promulgated under the Securities Act;
not offering, trading or holding Libertum Tokens, NFTs or products for the account or benefit of any U.S. Person;
not intending to sell, grant any participation in, or otherwise distribute Libertum Tokens, NFTs and products to any U.S. Person;
not a “U.S. person” as defined in 17 C.F.R. § 23.23(a)(23) of the CFTC Cross-Border Swaps Rule;
not acquiring Libertum assets for the account or benefit of any U.S. person;
not intending to sell, grant any participation in, or otherwise distribute Libertum Tokens, NFTs or products to any U.S. Person; and
Not intending to offer, sell, or distribute Libertum Tokens, NFTs or products or have a direct or indirect participation in any such undertaking or the underwriting of any such undertaking.
THE APP
To use the App most easily, you may first install a web browser (such as the Google Chrome web browser) and an electronic wallet compatible with the erc-20 Token standard and Non-Fungible Token (NFT) standard on the Ethereum network, such as the MetaMask electronic wallet. MetaMask wallet and other electronic wallets allow you to purchase (either directly, or via other third-party sites), store, and engage in transactions using Ethereum cryptocurrency. You will not be able to engage in any transactions on the App other than through MetaMask wallet, or other Ethereum-compatible browsers and wallets as confirmed on our website and official social media platforms.
Transactions that take place on the App are managed and confirmed via the Ethereum blockchain and/or any other blockchain supported in the future. You acknowledge, covenant, and agree that your Ethereum public address will be made publicly visible whenever you engage in a transaction on the App.
We neither own nor control Metamask, any centralised or decentralised exchanges, Google Chrome, the Ethereum network, or any other third-party site, blockchain, product, or service that you might access, visit, or use for the purpose of enabling you to use the various features of the App. You acknowledge, covenant, and agree that we will not be liable for the acts or omissions of any such third parties, nor will we be liable for any damage that you may suffer as a result of your transactions or any other interaction with any such third parties.
You must connect your wallet in order to interact with and use the App. By connecting your wallet, you warrant, covenant, and agree that you are responsible for the security of your account and your MetaMask wallet (or any other electronic wallets and accounts). Libertum will never intentionally gain access to or store any private wallet keys. If you become aware of any unauthorised use of your wallet through our App or Site, you agree to notify us immediately at support@kei.fi.
Feedback
You may choose to submit comments, bug reports, ideas, or other feedback about the App, including without limitation about how to improve the App (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 non-confidential basis, or otherwise). You hereby grant us a perpetual, irrevocable, nonexclusive, worldwide licence under all rights necessary for us to incorporate and use your Feedback for any purpose.
LIMITATION OF LIABILITY
You acknowledge, covenant, and agree that we, our subsidiaries, affiliates, directors, shareholders, employees, team members, contractors, and licensors will not be liable to you or to any third-party for any indirect, incidental, special, consequential, or exemplary damages which you may incur, howsoever caused and under any theory of liability, including, without limitation, any loss of profits (whether incurred directly or indirectly), loss of goodwill or business reputation, loss of data, cost of procurement of substitute goods or services, or any other intangible loss, even if we have been advised of the possibility of such damages. You further covenant and agree that you release Libertum, our subsidiaries, affiliates, directors, shareholders, employees, team members, contractors, and licensors from any liability, damages, claim, or losses that may arise in accordance with this clause 7.1.
You acknowledge, covenant, and agree that our total, aggregate liability to you for any and all claims arising out of or relating to these terms or your access to or use of (or your inability to access or use) any portion of the App whether in contract, tort, strict liability, or any other legal theory, is limited to the greater of:
The amounts you actually paid us under these terms in the 12-month period preceding the date the claim arose; or
7.2.2.$100.
You acknowledge, covenant, and agree that we have made the App available to you and entered into these terms in reliance upon the warranties, disclaimers, and limitations of liability set forth herein, which reflect a reasonable and fair allocation of risk between the parties and form an essential basis of the bargain between us. You further acknowledge, covenant, and agree that we would not be able to provide the App to you without these limitations.
Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, and some jurisdictions also limit disclaimers or limitations of liability for personal injury from consumer products, so the above limitations may not apply to personal injury claims.
You hereby acknowledge, covenant, and agree that you release in perpetuity Libertum, its subsidiaries, affiliates, directors, shareholders, employees, team members, contractors, and licensors from any and all losses, claims, damages, and liability that may arise from the use of our App apart as it is set out in these Terms and Conditions of Use.
ASSUMPTION OF RISK
You acknowledge, covenant, and agree as follows:
The prices of blockchain assets are extremely volatile. Fluctuations in the price of other digital assets could materially and adversely affect the value of your Libertum Tokens and NFTs, which may also be subject to significant price volatility. We cannot guarantee that any purchases made via our App will not lose money.
You are solely responsible for determining what, if any, taxes apply to your Libertum Token and NFT transactions related to our App. Libertum is not responsible for determining the taxes that apply to your transactions on the App, the Site, or any Smart Contract.
The App does not store, send, or receive Tokens or NFTs. This is because NFTs exist only by virtue of the ownership record maintained on the App’s supporting blockchain. Any transfer of NFT occurs within the supporting blockchain and not on the actual App.
There are risks associated with using an Internet-based currency, including but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorised access to information stored within your wallet. You accept and acknowledge that Libertum will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using any supported blockchain, however caused.
A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of the Libertum ecosystem, and therefore the potential commercial viability, utility or value of our App and Libertum Tokens and NFTs.
The regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Libertum ecosystem, and therefore the potential commercial viability, utility or value of our App and Libertum Tokens and NFTs.
Upgrades by Ethereum to the Ethereum platform, a hard fork in the Ethereum platform, or a change in how transactions are confirmed on the Ethereum platform may have unintended, adverse effects on all blockchains using the ERC-20 standard, including the Libertum ecosystem.
INDEMNIFICATION
You covenant and agree to indemnify and hold harmless and indemnified Libertum and its subsidiaries, affiliates, directors, shareholders officers, agents, employees, team members, advertisers, licensors, suppliers or partners from and against any claim, liability, loss, damage (actual and consequential) of any kind or nature, suit, judgement, litigation cost, and legal fees arising out of or in any way related to:
your breach of these Terms,
your misuse of the App, or
your violation of applicable laws, rules, or regulations in connection with your access to or use of the App.
You agree that Libertum will have control of the defence or settlement of any such claims.
GENERAL PROVISIONS
These Terms and Conditions constitute the entire legal agreement between you and Libertum, govern your access to and use of the App and completely replace any prior or contemporaneous agreements between the parties in relation to your access to or use of the App, whether oral or written.
There are no third-party beneficiaries to these Terms and Conditions. The parties are independent contractors, and nothing in these Terms and Conditions create any agency, partnership, or joint venture.
The language in these Terms and Conditions will be interpreted as to its fair meaning, and not strictly for or against any party.
We may assign our rights and obligations under these Terms and Conditions in our sole discretion to an affiliate, or in connection with an acquisition, sale, or merger.
You may not assign any or your rights or obligations under these Terms and Conditions, whether by operation of law or otherwise, without our prior written consent.
Should any term or provision of these Terms and Conditions be held void, voidable, invalid, or unenforceable, then that term or provision shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void, it shall be binding in that changed or reduced form. Subject to this Clause, each provision and term shall be interpreted as severable and shall not in any way affect any other term and condition. The remaining Terms and Conditions will remain in full force and effect.
In the event of any conflict between any provision of these Terms and Conditions and the provisions of the constitution of a limited company or any comparable document intended to regulate any other corporate or collective body, then the provisions of these Terms and Conditions shall prevail.
Our failure to enforce any provision of these Terms and Conditions will not be deemed a waiver of such provision, nor of the right to enforce such provision at a later time.
The validity, construction, and performance of these Terms and Conditions will be governed by and construed in accordance with the laws of the Republic of Panama applicable therein, excluding its conflicts of law rules and principles.
Subject to Clause 15, any legal action or proceedings arising under these Terms and Conditions will be brought exclusively in the courts located in the Republic of Panama and the parties irrevocably consent to the personal jurisdiction and venue there.
We will not be liable for any failure or delayed performance of our obligations that result from any condition beyond our reasonable control, including, but not limited to, governmental action, acts of terrorism, earthquake, fire, flood, acts of God, labour conditions, power failures, Internet disturbances, or acts or omissions of third parties.
You acknowledge, covenant, and agree that we may provide you with notices (including, without limitation those regarding changes to these Terms and Conditions) by email, or postings on the App, our Website, or our social media platforms. By providing us with your email address, you consent to our using the email address to send you any notices required by law in lieu of communication by postal mail.
Last updated