Terms of Use
Last updated: 5th December 2024
These Terms of Use, together with any documents and additional terms they expressly incorporate by reference, including our Privacy Policy (collectively, these “Terms”), are entered into by and between you and Contango XYZ, a British Virgin Islands company limited by guarantee (“Contango,” “we,” “us” and “our”), and govern your access to and use of the user interface located at contango.xyz (the “UI”) and the specific blockchain protocol created by Contango that is accessible through the UI (the “Protocol”, and together with the UI, the “Functionality”), whether as a guest or a registered user, but excluding any third-party materials, technology, smart contracts or applications. Note that the term Functionality as used herein does not include any protocols, applications or other blockchain technologies that may be accessible from the UI or the Protocol.
While the Functionality may allow you to connect your digital wallet and interact with other applications and blockchain technologies, you understand, acknowledge and agree that we do not operate these technologies, and have no oversight, involvement, or control concerning your transactions therein. All transactions between users of these technologies are executed peer-to-peer directly between the users’ addresses through a smart contract, and, as such, we do not participate in any of these transactions. You are responsible for complying with all applicable laws that govern your use of these technologies.
YOU ARE RESPONSIBLE FOR ANY ACTIVITIES THAT YOU ENGAGE IN WHEN USING ANY ONLINE SERVICES OR BLOCKCHAIN TECHNOLOGIES NOT PROVIDED BY US (E.G., ETHEREUM, ETC.).
If the user engages with the UI or the Protocol under authority from a different party or on another party’s behalf, then “you” (and its variants, including “your,” and “yours,” as used herein) refers to that person on whose behalf the UI or the Protocol is used (e.g., an employer). If the person engaging with the UI or the Protocol is an individual, acting in their own individual capacity, then “you” refers to that individual. If you have anyone using the Functionality on your behalf, you agree that you are responsible for the actions and inactions of all such persons, as if they were your own.
Please read these Terms carefully, as these Terms govern your use of the Functionality, and expressly cover your rights and obligations, and our disclaimers and limitations of legal liability, relating to such use. By accessing or using the Functionality, by connecting your digital wallet to the UI or the Protocol, or by clicking to accept or agreeing to the Terms when this option is made available to you, you signify that you have read, understand, and agree to be bound by and to comply with these Terms, including our Privacy Policy, which is incorporated by reference into the Terms. If you do not agree to these Terms, you are prohibited from accessing or using the Functionality.
PLEASE BE AWARE THAT THERE ARE ARBITRATION AND WAIVER OF CLASS ACTIONS PROVISIONS IN THESE TERMS THAT MAY AFFECT YOUR RIGHTS.
THE UI AND THE PROTOCOL WERE NOT DEVELOPED FOR, AND ARE NOT OFFERED TO PERSONS OR ENTITIES WHO RESIDE IN, ARE CITIZENS OF, ARE LOCATED IN, ARE INCORPORATED IN, OR HAVE A REGISTERED OFFICE OR PRINCIPAL PLACE OF BUSINESS IN THE UNITED STATES, THE UNITED KINGDOM, OR ANY COUNTRY WHERE IT IS UNLAWFUL FOR YOU TO AVAIL YOURSELF OF THE FUNCTIONALITY, OR ANY COUNTRY SUBJECT TO ANY SANCTIONS OR RESTRICTIONS PURSUANT TO ANY APPLICABLE LAW, INCLUDING THE CRIMEA REGION, CUBA, IRAN, NORTH KOREA, SYRIA, RUSSIA, OR ANY OTHER COUNTRY TO WHICH THE UNITED STATES, THE UNITED KINGDOM, THE EUROPEAN UNION OR ANY OTHER JURISDICTION EMBARGOES GOODS OR IMPOSES SANCTIONS, OR ANY JURISDICTIONS IN WHICH THE TRANSACTING OF CRYPTOCURRENCIES IS PROHIBITED OR RESTRICTED IN ANY FORM OR MANNER, INCLUDING THE UNITED STATES (COLLECTIVELY, THE “RESTRICTED JURISDICTIONS” AND EACH A “RESTRICTED JURISDICTION”) OR ANY PERSON WHO RESIDES IN, IS OWNED, CONTROLLED, OR LOCATED IN OR ORGANIZED UNDER THE LAWS OF ANY RESTRICTED JURISDICTION OR AFFILIATED WITH ANY SUCH PERSON, ANY PERSON LISTED ON ANY SANCTIONS LIST MAINTAINED BY THE UNITED STATES, THE UNITED KINGDOM, THE EUROPEAN UNION OR ANY OTHER JURISDICTION, OR A RESIDENT OF OR LOCATED IN ANY COUNTRY OR JURISDICTION THAT RESTRICTS ACCESS TO OR PROHIBITS USE OF DIGITAL ASSETS OR CRYPTO CURRENCIES (COLLECTIVELY, “RESTRICTED PERSONS” AND EACH A “RESTRICTED PERSON”). THERE ARE NO EXCEPTIONS. IF YOU ARE A RESTRICTED PERSON OR LOCATED IN A RESTRICTED JURISDICTION, THEN DO NOT USE OR ATTEMPT TO USE THE UI OR THE PROTOCOL OR MAKE USE OF ANY TECHNOLOGY OR MECHANISM, SUCH AS A VIRTUAL PRIVATE NETWORK (“VPN”), TO CIRCUMVENT OR ATTEMPT TO CIRCUMVENT THE RESTRICTIONS SET FORTH HEREIN IS STRICTLY PROHIBITED.
BY USING THE UI AND/OR THE PROTOCOL, YOU REPRESENT THAT (A) YOU ARE NOT A RESTRICTED PERSON; AND (B) YOU (INCLUDING, IF APPLICABLE, YOUR INDIVIDUAL OWNERS, REPRESENTATIVES, EMPLOYEES, OR ANY OTHER PERSON WITH ACCESS TO YOUR ACCOUNT) WILL NOT COORDINATE, CONDUCT OR CONTROL (INCLUDING BY, IN SUBSTANCE OR EFFECT, MAKING DECISIONS WITH RESPECT TO) YOUR USE OF THE UI OR THE PROTOCOL FROM WITHIN ANY RESTRICTED JURISDICTION OR FOR THE BENEFIT OF A RESTRICTED PERSON.
YOU ACKNOWLEDGE, UNDERSTAND AND AGREE THAT YOU ARE NOT PERMITTED TO MODIFY, DISASSEMBLE, DECOMPILE, ADAPT, ALTER, TRANSLATE, REVERSE ENGINEER OR CREATE DERIVATIVE WORKS OF THE UI OR THE PROTOCOL TO MAKE THEM AVAILABLE TO ANY RESTRICTED PERSONS OR IN ANY RESTRICTED JURISDICTION.
We reserve the right, but do not undertake an obligation, to block or restrict access to the UI for digital wallet addresses or other identifiers reasonably believed to fall into a high-risk category (determined at our sole discretion). However, you acknowledge and agree that we do not guarantee the removal of all potentially high-risk users or digital wallet addresses from using the Functionality, nor do we commit to ongoing monitoring for such purposes. We may, at our discretion, block or deactivate access to the Functionality where we believe that a risk assessment justifies such action. Additionally, given the permissionless nature of blockchain technology, we may not have the ability to prevent or restrict access by certain users or addresses. YOU HEREBY HOLD US HARMLESS FROM ANY CLAIMS, LOSSES, DAMAGES, AND LIABILITY ARISING FROM OR RELATED TO ANY DEACTIVATION, BLOCKING, ACCESS TO OR LACK OF ACCESS TO THE UI OR THE PROTOCOL. YOU ACKNOWLEDGE AND AGREE TO ALL RISKS ASSOCIATED WITH THE USE OF THE UI OR THE PROTOCOL AND UNDERSTAND THAT WE ARE NOT RESPONSIBLE FOR BLOCKING OR REMOVING, OR FOR FAILING TO REMOVE OR BLOCK, ACCESS TO ANY USERS WHO MAY PRESENT A RISK.
As a condition to accessing or using the Functionality, you represent, warrant, and covenant to us all of the following throughout all periods during which you engage with the Functionality: (a) If you are an individual person, then you are of legal age in the jurisdiction in which you reside, and you have the legal capacity to enter into these Terms and be bound by them; (b) If you are an entity, then the user acting on your behalf and accepting these Terms has the legal authority to do so on your behalf; (c) you are not a Restricted Person or connected to one in any way, and you are not located in a Restricted Jurisdiction or acting on such a person’s behalf; and (d) Your access is not prohibited by and does not otherwise violate or assist you in violating any applicable law.
We reserve the right, in our sole discretion, to modify these Terms from time to time. If we make changes, we will update the date at the top of these Terms. All such modifications are effective immediately, and your continued use of the Functionality after we update the Terms will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using the Functionality.
You are expected to check this page each time you access the Functionality so you are aware of any changes, as they are binding on you.
We reserve the right to withdraw or modify the Functionality, and any feature or material we provide on or in connection with the Functionality, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Functionality is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Functionality, or the entire Functionality, to users, including registered users, in our discretion, with or without prior notice. WE WILL NOT BE LIABLE TO YOU, AND YOU HEREBY HOLD US HARMLESS FROM AND AGAINST ANY LOSSES, DAMAGES, AND LIABILITY YOU MAY SUFFER AS A RESULT OF OR IN CONNECTION WITH THE UI OR THE PROTOCOL BEING INACCESSIBLE TO YOU AT ANY TIME OR FOR ANY REASON.
You are responsible for:
• Making all arrangements necessary for you to have access to the Functionality.
• Ensuring that all persons who access the Functionality through your internet connection are aware of these Terms and comply with them.
To access the Functionality or some of the resources offered therein, you may be asked to connect your digital wallet. It is a condition of your use of the Functionality that all the information you provide on the Functionality is correct, current, and complete. You agree that all information you provide to use the Functionality or otherwise, including through the use of any interactive features on the Functionality, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.
You also acknowledge that your digital wallet is personal to you and agree not to provide any other person with access to the Functionality or portions of it using the same. You agree to notify us immediately of any unauthorized access to or use of your seed phrase or keys, or any other breach of security of your digital wallet. You also agree to ensure that you disconnect your digital wallet at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your seed phrase or keys, or other personal information as this may result in the total loss of all of your assets for which we will not be held liable.
We have the right to block or restrict any wallet from accessing the UI at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.
We are not responsible for securing your digital wallet’s seed phrase or keys if you lose them, if someone steals them from you, or if someone obtains access to them somehow (whether in transit to you, or from your systems or networks, or because you otherwise misplaced them or disclosed them). You acknowledge that if someone has your keys or seed phrase, they have the ability to transfer your digital assets outside your control, and that you may be unable to trade or make use of them. It is your responsibility to establish a means for recovering your seed phrase and keys. We do not store copies of seed phrases and do not at any time have custody of your keys or digital assets, so we cannot assist you in recovering your seed phrases, keys, or digital assets if they are lost or stolen, or if the backup or security measures that you have established are compromised.
YOU ACKNOWLEDGE AND AGREE THAT WE DO NOT HOLD OR HAVE CUSTODY OVER, OR HAVE ANY RESPONSIBILITY FOR OR CONTROL OVER YOUR DIGITAL WALLET’S SEED PHRASE OR KEYS. YOU HEREBY HOLD US HARMLESS AND INDEMNIFY US FROM AND AGAINST ANY CLAIMS, LOSSES, DAMAGES, AND LIABILITY ARISING IN CONNECTION WITH THE KEYS TO YOUR WALLET.
The Functionality allow you to connect a digital wallet holding digital assets to your account, and to interact with other blockchain technologies, enabling you to perform certain transactions, including borrowing, swapping and lending digital assets. You understand that we do not hold your digital assets and take no custody of them. It is your responsibility to ensure that you maintain control of your digital assets. Once you make a transaction regarding a digital asset, it cannot be cancelled or recalled. Because of the nature of blockchain technology, all transactions are final and cannot be refunded or undone. Once a transaction has been recorded in a digital wallet as instructed when the transaction was initiated, it cannot be recalled or retrieved under any circumstances. You hereby agree that you are not entitled to any credit or refund for any transactions you make, and that all such transactions are final.
You acknowledge and agree that we do not control any third-party blockchain technologies that you use, even if accessing them from the UI or the Protocol. We only provide a convenient way for you to access such technologies. ANY LOSSES, DAMAGES, AND LIABILITY YOU SUFFER RELATING TO YOUR CRYPTO ASSET TRANSACTIONS, DIGITAL KEYS AND WALLETS, AND EXCHANGES ARE YOUR SOLE RESPONSIBILITY, AND YOU HEREBY INDEMNIFY US, AGREE TO DEFEND US, AND HOLD US HARMLESS FROM AND AGAINST ALL CLAIMS, LOSSES, DAMAGES, AND LIABILITY THAT YOU OR ANYONE ELSE SUFFERS AS A RESULT OF YOUR DIGITAL ASSET TRANSACTIONS, EVEN IF YOU INITIATED YOUR TRANSACTION BY ACCESSING THE UI OR THE PROTOCOL.
You are prohibited from using the Functionality in a manner that will or might:
We reserve the right to charge you a fee for your use of the Functionality at any time, with or without notice, and in our discretion. Some aspects of the Functionality involve the use of third-party technologies, including blockchain technologies, which may require that you pay a fee, such as a gas fee, to post a transaction. You acknowledge and agree that Contango has no control over: (a) any third-party protocol or other third party; or (b) the amounts or method of payment of any gas fees. Accordingly, you must ensure that you have a sufficient balance stored in your digital wallet to complete any transaction on these technologies before initiating a transaction.
UNDER NO CIRCUMSTANCES SHALL CONTANGO INCUR ANY LIABILITY, OF ANY KIND, IN CONNECTION WITH OUR FEES OR THOSE CHARGED BY THIRD-PARTIES. YOU HEREBY RELEASE US AND HOLD US HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, AND LIABILITY ASSOCIATED WITH FEES RELATED TO THE FUNCTIONALITY AND ANY THIRD-PARTY TECHNOLOGIES.
The information presented on or through the Functionality is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Functionality, or by anyone who may be informed of any of their contents.
If the Functionality contains links to other websites, blockchain technologies or resources provided by third parties, these links are provided for your convenience only. We have no control over the contents of such materials, and accept no responsibility for them, or for any loss, damage, and liability that may arise from your use of them.
WE DO NOT ENDORSE AND ARE NOT RESPONSIBLE OR LIABLE FOR ANY THIRD-PARTY MATERIALS, INFORMATION, PROTOCOLS, NETWORKS, INFRASTRUCTURE, RESOURCES, APPLICATIONS, DATA, CONTENT OR SERVICES, EVEN IF AVAILABLE ON, THROUGH OR FROM THE UI OR THE PROTOCOL. WE HAVE NO RESPONSIBILITY FOR, NOR CONTROL OVER, AND MAKE NO GUARANTEES WITH RESPECT TO, THE QUALITY, SECURITY, ACCURACY, RELIABILITY, OR UPTIME OF SUCH THIRD-PARTY MATERIALS. YOU HEREBY HOLD US HARMLESS FROM AND AGAINST ANY LOSSES, DAMAGES, AND LIABILITY YOU MAY SUFFER AS A RESULT OF YOUR USE OF SUCH ITEMS.
You understand that we are not regulated by any regulator, and we do not act as your financial advisor, investment manager, arranger, introducer, or commodity trading advisor, or give you any investment advice of any kind with respect to what assets you choose to create, purchase or any trading thereof. As with any trading activities, it is your responsibility and you are solely responsible for your purchase decisions, how and when you trade digital assets and with whom. It is also your responsibility to ensure you understand crypto assets, how they work, what their value is, and about trading and purchasing such assets, as there are significant risks in doing so, all of which you solely assume. It is also your responsibility to identify if you require advice and pay for the same.
We may change the functionality of the Functionality at any time, which means some networks could no longer be supported after a time. You acknowledge that this is the case, and accept this risk. We do not perform any activities to vet users prior to allowing them to trade on the Functionality. You acknowledge that this is a risk you accept when you interact with the Functionality. You also acknowledge that as we are not providing a regulated service or activity, we are not bound to adhere to the financial services regulations that would be applicable to traditional financial assets such as but not limited to stocks, shares, bonds, futures, CFDs, and options.
You agree and understand that all decisions you make when availing of the Functionality are made solely by you. You agree and understand that under no circumstances will the operation of the Functionality and your use of it be deemed to create a relationship that includes the provision of or tendering of investment advice. NO FINANCIAL, INVESTMENT, TAX, LEGAL OR SECURITIES ADVICE IS GIVEN THROUGH OR IN CONNECTION WITH THE UI OR THE PROTOCOL. No content found on the UI or the Protocol, whether created by us, our service providers, our business partners, or another user is or should be considered as investment advice. You agree and understand that we accept no responsibility whatsoever for, and shall in no circumstances be liable in connection with, your decisions or your use of the Functionality.
You acknowledge and agree that digital assets are volatile and risky, and their trading is affected by many factors outside our or your control. You are solely responsible for any transactions, and for all fees that you may incur as a result of your acquisition or sales of digital assets. The Functionality does not control the timing of any transaction, yet you acknowledge that the time of a transaction can affect the value of the asset or the fees associated with a transaction or both.
All automated trading features provided on the Functionality are integrated with third-party technologies that may delay the execution of a transaction. THEREFORE, YOU USE THESE FEATURES AT YOUR OWN RISK AND AGREE TO HOLD CONTANGO HARMLESS FROM ANY CLAIMS, LOSSES, DAMAGES, AND LIABILITY ARISING FROM DELAYS OR ERRORS RELATED TO THESE FEATURES.
As a self-directed user, you are solely responsible for evaluating the merits and risks associated with the use of the Functionality or any other third-party materials provided through the Functionality before making any decisions based on such materials. You agree not to hold us or any third-party provider liable for any possible claim for damages arising from any self-directed decision you make based on information displayed on the Functionality or other information made available to you through the Functionality or any third party technologies. Past performance data should not be construed as indicative of future results. YOU HEREBY HOLD US HARMLESS AGAINST ANY AND ALL CLAIMS ARISING FROM THE TRANSACTION OF YOUR DIGITAL ASSETS, OR THE TIMING OF SUCH TRANSACTIONS.
Digital assets are not legal tender and are not backed by any government. Digital assets are not subject to the national or international laws that protect consumers’ deposits or investments or other similar protections offered by governmental bodies. We are not a bank, and we have no fiduciary duty to you. We make no guarantee as to the functionality of any digital asset network which might cause delays, conflicts of interest or might be subject to operational decisions of third parties that are unfavorable to you or affect your digital assets, or lead to your inability to complete a transaction using the Functionality.
You acknowledge and accept that we are not regulated by any financial services regulator and as a result, you do not have the same protections afforded by law as might be available to a customer of a regulated business. In particular, your rights of redress and to complain to a regulator would be greater if you were a customer of a regulated business.
You acknowledge that our software and smart contracts could have bugs or security vulnerabilities, and you hereby accept this risk. You acknowledge and agree that the Functionality may not be fully decentralized, which may increase their vulnerability to single points of failure, operational disruptions or security breaches. YOU HEREBY HOLD US HARMLESS FROM ANY LOSSES, DAMAGES, AND LIABILITY YOU SUFFER AS A RESULT OF YOUR USE OF THE FUNCTIONALITY, WHICH YOU AGREE YOU USE AT YOUR SOLE RISK.
Digital assets may be subject to expropriation and/or theft. Hackers or other malicious actors may attempt to interfere with the Functionality or your use thereof in a variety of ways, including, but not limited to, use of malware, denial of service attacks, Sybil attacks, and spoofing.
We do not guarantee that the Functionality will be available without interruption. The information on the Functionality may not always be entirely accurate, complete or current. Information on the Functionality may be changed or updated from time to time without notice, including information regarding our policies, products and services. Accordingly, you should verify all information before relying on it. ALL DECISIONS YOU MAKE BASED ON INFORMATION PROVIDED THROUGH THE UI OR THE PROTOCOL ARE YOUR SOLE RESPONSIBILITY AND YOU HOLD US HARMLESS FROM AND AGAINST ANY LOSSES, DAMAGES, AND LIABILITY YOU SUFFER AS A RESULT OF SUCH DECISIONS.
Contango does not operate a digital asset exchange platform or execute peer-to-peer transactions through the Functionality and therefore has no oversight, involvement, or control with respect to your transactions, which are executed through third party or decentralized blockchains. You understand that Contango is not registered with or licensed by any financial regulatory authority. No financial regulatory authority has reviewed or approved the use of the Functionality. Contango does not own or control any third party blockchain technology that enables the Functionality to function (e.g., the Ethereum blockchain and other third party or decentralized blockchains).
You understand and agree that due to the nature of blockchain technologies all transactions made on or through the UI or the Protocol, including interacting with any blockchain protocol, are irreversible, and you solely undertake this risk. As we do not control your digital wallet, or that of any third party you interact with, we cannot reverse any transactions that occur using your digital wallet.
WE WILL NOT BE LIABLE UNDER ANY CIRCUMSTANCES IN CONNECTION WITH YOUR USE OF THE UI OR THE PROTOCOL, OR ANY BLOCKCHAIN TECHNOLOGIES AVAILABLE THROUGH OR FROM THEM, OR YOUR ENGAGING IN DIGITAL ASSET TRANSACTIONS.
YOU HEREBY ACKNOWLEDGE AND AGREE THAT WE WILL HAVE NO RESPONSIBILITY OR LIABILITY FOR THE RISKS SET FORTH IN THIS SECTION, AND YOU HEREBY HOLD US HARMLESS FROM AND AGAINST ALL LOSSES, DAMAGES, AND LIABILITY PERTAINING TO YOUR USE OF SAME.
You are entirely responsible for any tax liability which may arise from purchasing or reselling digital assets, and other activities you engage in while using technologies available through the Functionality or which occur as a result of your activities on such technologies. It is your responsibility to ensure you have accounted for, reported to the proper governmental authority, and paid all such taxes to the applicable governmental authority. We do not control the protocols or blockchain technologies that you might access through the use of the Functionality, and do not undertake any obligation to report any taxes, nor collect or disburse them on your behalf. The taxes you owe are solely your responsibility. YOU HOLD US HARMLESS AND RELEASE US FROM AND AGAINST ANY CLAIMS, LOSSES, DAMAGES, AND LIABILITY ARISING IN CONNECTION WITH TAXES YOU MAY OWE AS A RESULT OF YOUR TRANSACTIONS ON THE UI OR THE PROTOCOL. You also acknowledge and agree that if we are requested to provide data about your usage of the UI or the Protocol by a tax authority or government agency, we may do so even if we are not compelled to do so.
You may from time to time provide us with feedback about your experience on the Functionality, recommendations for modifications, or other ideas pertaining to the Functionality (collectively, “Feedback”). You acknowledge and agree that we may use the Feedback in our business without restriction. All such Feedback will be considered non-confidential and non-proprietary. By providing any Feedback, you grant us and our vendors, and each of their and our respective licensees, successors, and assigns a perpetual, irrevocable, non-exclusive, worldwide, fully paid up and royalty free right and license to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose.
Please note that when you use blockchain technologies accessible from the Functionality, you are interacting with technology that offers transparency into your transactions. We do not control and are not responsible for any information you make public on a blockchain and as a result, we are not a data controller in respect of such data.
Please refer to our Privacy Policy for information about how we collect, use, share and otherwise process information about you. By using the Functionality, you consent to all actions taken by us with respect to your information pursuant to the Privacy Policy.
The Functionality and their entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof but excluding all blockchain technologies accessed through the use of the Functionality), are owned by Contango, its licensors, or other providers of such material and are protected by any applicable copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws in multiple jurisdictions.
These Terms permit you to use the Functionality for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on the Functionality, except as follows:
• Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
• You may store files that are automatically cached by your Web browser for display enhancement purposes.
• You may print one copy of a reasonable number of pages of the Functionality for your own personal, non-commercial use and not for further reproduction, publication, or distribution.
You must not:
• Modify copies of any materials from or generated by the Functionality.
• Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
• Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Functionality.
You must not access or use any part of the Functionality or any services or materials available through the Functionality for the benefit of third parties.
If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Functionality in breach of the Terms, your right to use the Functionality will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Functionality or any content on the Functionality is transferred to you, and all rights not expressly granted are reserved by Contango. Any use of the Functionality not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.
Any of Contango’s product or service names, logos, designs, slogans, and other marks used in the Functionality, including Contango’s name and logo, are trademarks owned by Contango or its affiliates or its applicable licensors. You may not copy, imitate or use them without Contango’s (or the applicable licensor’s) prior written consent. All other names, logos, product and service names, designs, and slogans on the Functionality are the trademarks of their respective owners.
We may, at our sole discretion, from time to time and with or without prior notice to you, modify, suspend, disable or terminate, temporarily or permanently, the UI or the Protocol, in whole or in part, for any reason whatsoever, including as a result of a security incident or if we believe or suspect that you have breached or are breaching these Terms in any way. Any of the material on the Functionality may be out of date at any given time, and we are under no obligation to update such material.
WE WILL NOT BE LIABLE FOR ANY LOSSES, DAMAGES, AND LIABILITY SUFFERED BY YOU RESULTING FROM ANY MODIFICATION TO THE UI OR THE PROTOCOL OR FROM ANY SUSPENSION OR TERMINATION, FOR ANY REASON, OF YOUR ACCESS TO ALL OR ANY PART OF THE UI OR THE PROTOCOL
All provisions of these Terms, which by their nature should survive termination shall survive termination, including, without limitation, intellectual property provisions including use of the Functionality, user eligibility, user covenants, representations and warranties, limitation of liabilities, releases, arbitration, indemnity, fees and costs, assumption of risk, warranty disclaimers, hold harmless, indemnity, and miscellaneous provisions.
You agree to defend, indemnify, and hold harmless Contango, its affiliates, licensors, and service providers, and its and their respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers and contractors (collectively, “Indemnified Parties” and each an “Indemnified Party”) from any claim, demand, lawsuit, action, proceeding, investigation, liability, damage, loss, cost or expense, including without limitation reasonable attorneys’ fees, arising out of or relating to: (a) your use of, or conduct in connection with the Functionality; (b) digital assets associated with your digital wallet; (c) your violation of these Terms; or (d) your infringement or misappropriation of the rights of any other person or entity. If you are obliged to indemnify any Indemnified Party, Contango (or, at its discretion, the applicable Indemnified Party) will have the right, in its sole discretion, to control any action or proceeding and to determine whether the Indemnified Party wishes to settle, and if so, on what terms.
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Functionality will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Functionality for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSSES, DAMAGES, AND LIABILITY CAUSED BY A DENIAL OR SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, CONDUCT OF THIRD PARTIES OR USERS, INCLUDING THREAT ACTORS, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE UI OR THE PROTOCOL OR ANY BENEFITS OR ASSETS OBTAINED THROUGH THE UI OR THE PROTOCOL OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THEM, OR ON ANY WEBSITE LINKED TO THEM.
YOUR USE OF THE UI AND THE PROTOCOL, THEIR CONTENT, AND ANY BENEFITS OR ASSETS OBTAINED THROUGH THE UI OR PROTOCOL IS AT YOUR OWN RISK. THE FUNCTIONALITY, ITS CONTENT, AND ANY BENEFIT OR ASSETS OBTAINED THROUGH THE UI OR PROTOCOL ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER CONTANGO NOR ANY PERSON ASSOCIATED WITH CONTANGO MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE UI OR THE PROTOCOL. WITHOUT LIMITING THE FOREGOING, NEITHER CONTANGO NOR ANYONE ASSOCIATED WITH CONTANGO REPRESENTS OR WARRANTS THAT THE UI OR THE PROTOCOL, THEIR CONTENT, OR ANY BENEFIT OR ASSET OBTAINED THROUGH THE UI OR THE PROTOCOL WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE UI OR THE PROTOCOL OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE UI OR THE PROTOCOL OR ANY BENEFIT OR ASSET OBTAINED THROUGH THE UI OR THE PROTOCOL WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
WE HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY LOSSES, DAMAGES, AND LIABILITY THAT YOU MAY INCUR AS A RESULT OF TRADES, OR OTHER TRANSACTIONS THAT YOU MAY ENGAGE IN CONNECTION WITH THE UI OR THE PROTOCOL FOR ANY REASON WHATSOEVER, INCLUDING WITHOUT LIMITATION LOSSES ARISING FROM SOFTWARE DEFECTS, MALFUNCTIONS, OR A LACK OF ACCESS TO THE UI OR THE PROTOCOL.
TO THE FULLEST EXTENT PROVIDED BY LAW, CONTANGO HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, AND FITNESS FOR PARTICULAR PURPOSE.
YOU ACKNOWLEDGE THAT YOUR DATA AND ASSETS MAY BECOME IRRETRIEVABLY LOST OR TEMPORARILY UNAVAILABLE DUE TO A VARIETY OF CAUSES AS YOU USE BLOCKCHAIN TECHNOLOGIES, AND YOU AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, WE WILL NOT BE LIABLE FOR ANY LOSSES, DAMAGES, AND LIABILITY YOU SUFFER AS A RESULT.
YOU FURTHER ACKNOWLEDGE AND AGREE THAT CONTANGO HAS NO LIABILITY FOR LOSS OR THEFT OF YOUR WALLET KEYS OR ANY OTHER KEYS USED TO ACCESS OTHER DIGITAL WALLETS YOU MIGHT USE.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL CONTANGO, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS, OR CONTRACTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE UI OR THE PROTOCOL, ANY TECHNOLOGIES AVAILABLE THEREFROM OR THERETHROUGH, ANY CONTENT ON THE UI OR THE PROTOCOL OR SUCH OTHER TECHNOLOGIES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.
WE HAVE NO CONTROL OVER, TAKE NO RESPONSIBILITY FOR, AND SHALL NOT BE LIABLE FOR THE CONDUCT OF THIRD PARTIES, INCLUDING THREAT ACTORS.
YOU AGREE THAT OUR TOTAL AGGREGATE LIABILITY RELATED TO THE UI OR THE PROTOCOL AND YOUR USE THEREOF SHALL BE NO MORE ONE-HUNDRED US DOLLARS (USD$100.00).
THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
These Terms shall be governed by, and construed in accordance with, the laws of the British Virgin Islands.
Prior to commencing any legal proceeding against us of any kind, including an arbitration as set forth below, you and we agree that we will attempt to resolve any dispute, claim, or controversy between us arising out of or relating to the Terms or the Functionality (each, a “Dispute” and, collectively, “Disputes”) by engaging in good faith negotiations. Such good faith negotiations require, at a minimum, that the aggrieved party provide a written notice by DHL courier or other similar reputable provider (if to Contango, at Contango’s registered office address) to the other party specifying the nature and details of the Dispute. The party receiving such notice shall have thirty (30) days to respond to the notice. The parties shall meet and confer in good faith to try to resolve the Dispute. If the parties are unable to resolve the Dispute within ninety (90) days after the aggrieved party sent the initial notice, the parties may agree to mediate their Dispute, or either party may submit the Dispute to arbitration as set forth below.
At our sole discretion, any Dispute that cannot be resolved through the procedures set forth above will be resolved through final and binding arbitration in accordance with the International Arbitration Rules of the International Centre for Dispute Resolution. The place of arbitration shall be the British Virgin Islands. The language of the arbitration shall be English. The arbitrator(s) shall have experience adjudicating matters involving Internet technology, software applications, financial transactions and, ideally, blockchain technology. The arbitrator’s award of damages must be consistent with the terms of the Limitation of Liability Section of these Terms as to the types and amounts of damages for which a party may be held liable. Except as may be required by law, neither a party nor its representatives may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of the other party.
IF CONTANGO ELECTS TO PURSUE ARBITRATION AS SET FORTH HEREIN, ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THESE TERMS, THE UI OR THE PROTOCOL (OR ANY PORTION OR ALL OF THE FOREGOING), INCLUDING THE BREACH, TERMINATION OR VALIDITY OF THESE TERMS, SHALL BE FINALLY RESOLVED BY ARBITRATION. THE TRIBUNAL SHALL HAVE THE POWER TO RULE ON ANY CHALLENGE TO ITS OWN JURISDICTION OR TO THE VALIDITY OR ENFORCEABILITY OF ANY PORTION OF THE AGREEMENT TO ARBITRATE.
THE PARTIES AGREE TO WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED ACTION OR REPRESENTATIVE PROCEEDING. FURTHER, UNLESS BOTH YOU AND WE OTHERWISE AGREE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF ANY CLASS OR REPRESENTATIVE PROCEEDING.
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE UI OR THE PROTOCOL MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
Any right or remedy of Contango set forth in these Terms is in addition to any other right or remedy whether described in these Terms, under applicable law, at law or in equity. Our failure or delay in exercising any right, power, or privilege under these Terms shall not operate as a waiver thereof. The invalidity or unenforceability of any 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.
We will have no responsibility or liability for any failure or delay in performance of the Functionality, or any losses, damages, and liability that you may incur, due to any circumstance or event beyond our control, including without limitation any flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, or equipment or software malfunction.
You may not assign, novate, or transfer any right to use the Functionality, or any of your rights or obligations under these Terms, without our express prior written consent, including by operation of law or in connection with any merger, acquisition, or other corporate transactions. We may assign, novate or transfer any or all of our rights or obligations under these Terms, in whole or in part, without notice or obtaining your consent or approval. Headings of sections are for convenience only and shall not be used to limit or construe such sections.
These Terms and our Privacy Policy contain the entire agreement, and supersede all prior and contemporaneous understandings regarding the Functionality. In the event of any conflict between these Terms and any other agreement you may have with us, these Terms will prevail.
You consent to receive electronically or by NFT all communications, agreements, documents, receipts, notices, and disclosures (collectively, our “Communications”) that we provide in connection with these Terms or the Functionality. You agree that we may provide our Communications to you by posting them on the Functionality or by any other available means we have to contact you.
You may also contact our support team to request additional electronic copies of our Communications by filing a support request at info@contango.xyz.
#13356653v11\032191\0001