You represent and warrant that you are not a person and/or not representing a legal entity which resides in, is a citizen of, is located or incorporated in, has registered office in or is otherwise subject to the jurisdiction of the United States of America or any Prohibited Localities, and that you are not a Restricted Person (each as defined in these Terms). There are no exceptions, and you represent and warrant that you are not using a VPN and/or are not otherwise circumventing this prohibition.
You acknowledge that the Site Operator is not authorized or regulated by any financial market regulatory authority, including the United Kingdom Financial Conduct Authority (FCA). Nothing on this website or on EmberCurve Finance is intended to constitute marketing or promotion, and the content of this website and EmberCurve Finance is not intended for UK consumers. Consumer protections under UK regulations do not apply, and else you agree to waive any protection afforded under FCA regulations. The Site Operator is not located in the UK and does not provide services to the UK.
You must be permitted to use the Site and the EmberCurve Finance Smart Contract System under applicable laws, and you must always comply with all applicable laws. Such applicable laws may vary depending on where you are domiciled, located, incorporated, operate out of, etc., and only you are responsible for ensuring full compliance.
You acknowledge and agree that the Site is provided for informational purposes only and neither the Site Operator nor any individual or group of the EmberCurve Finance project team members, contributors, or similar are in control of Solana or the EmberCurve Finance Smart Contract System, have custody over your funds, the ability or duty to transact on your behalf or the power to reverse your transactions.
You acknowledge and agree that the Site does not constitute any financial advice and is only being provided ‘as is’ and ‘as available’ without any representation, warranties or guarantees whatsoever.
You acknowledge and agree that there is no legal or factual relationship between you and the Site Operator and/or any individual or group of the EmberCurve Finance project team members, contributors, or similar relating to EmberCurve Finance. The EmberCurve Finance Smart Contract System may be accessed through a variety of means and access requires third party software (e.g., wallets) for which you are fully responsible.
You acknowledge and agree that blockchain and DeFi, including the EmberCurve Finance Smart Contract System, are of novel and experimental nature and are associated with a variety of risks, which you have familiarized yourself with and accepted. The Site and the EmberCurve Finance Smart Contract System are available ‘as is’ and ‘as available’ without any representation, warranties or guarantees whatsoever and the Site Operator is not, to the maximum extent permitted under applicable law, liable for any damages incurred by you in connection with the use of the Site or the EmberCurve Finance Smart Contract System.
You, to the maximum extent permitted under applicable law, release all present and future claims against the Site Operator, and against any individual or group of EmberCurve Finance project team members, contributors or similar related to the use of the EmberCurve Finance Smart Contract System.
By entering into these Terms, you waive your potential right to participate in class actions and agree that any disputes are resolved pursuant to binding, confidential arbitration, whereby your potential right to a jury trial is waived.
Your use of the Site and EmberCurve Finance is not prohibited by applicable law, and at all times compliant with applicable law, including but not limited to regulations on anti-money laundering (“AML”), anti-corruption, and counter-terrorist financing (“CTF”).
You have not been previously suspended or removed from using our Site or EmberCurve Finance.
Terms of Service
Date of Initial Publication: August 27, 2022
Last Updated: August 7, 2026
Welcome to the Terms of Service (these “Terms”) for the website-hosted user for the Site, operated by StroudGlobal S.A., a Republic of Panama company (the “Site Operator”). The Site and any content, tools, documentation, features and functionality offered on or through the Site are collectively referred to as the “Services”.
These Terms govern your access to and use of the Services. By accessing and/or using the Services, you are agreeing to these Terms. If you do not understand or agree to these Terms, please do not use the Services.
For purposes of the Terms, “User”, “you” and “your” means you, as a user of the Services. If you use the Services on behalf of a company or other entity then “User” and “you” includes you and that entity, and you represent and warrant that (a) you are an authorised representative of the entity with the authority to bind the entity, and (b) you agree to these Terms on the entity’s behalf. For the purposes of the Terms, “we”, “our” and “us” means the Site Operator.
- (i) Confirm that you have read, understand and accept the limitation of liability clause at Section 8.
- (ii) Confirm that you have read, understand and accept the agreement to arbitrate, detailed at Clause 9.3.
- (iii) Confirm that you understand and accept that you will only be permitted to pursue claims against us and/or seek relief on an individual basis, not as a plaintiff of class member in any class or representative action or proceeding.
- (iv) Confirm that you understand and accept that you may not be able to have any claim that you may have against us resolved by a jury or court of law.
1. Site Overview
1.1 Defined Terms
“Change of Law” means:
- any new or amended law, regulation or governmental directive relating to blockchain technologies, digital assets or decentralised finance;
- any change in the interpretation or application of existing law by a governmental authority; or
- any regulatory inquiry or enforcement action that, in Site Operator’s opinion, materially affects the legality or viability of the Site or Services
“Creative Commons Attribution-ShareAlike 4.0 International License” means the public copyright licence published by Creative Commons Corporation, the current version of which is available at Legal Code - Attribution-ShareAlike 4.0 International - Creative Commons
“EmberCurve” means the EmberCurve decentralised protocol built on the Solana blockchain
“EmberCurve Smart Contract Protocol” means the source code available at https://github.com/EmberCurve-Finance/
“EmberCurve Smart Contract System” means the runtime bytecodes (aka smart contracts) deployed to Solana
“LOOP” means the native token of EmberCurve ecosystem
“Market Manager” has the meaning given to it in Clause 5.1
“Site” means the web site, web pages, web applications and information and software available at or accessible through https://EmberCurve.finance/, https://EmberCurve.com/, app.EmberCurve.finance, or any sub-URL
“Solana” means, at each time, the canonical blockchain and virtual machine environment of the Solana mainnet, as recognised by at least a majority of the Solana validators then being operated in good faith in the ordinary course of the network; on the date that these Terms were Last Updated, the Solana mainnet is the network associated with ChainID ‘Mainnet Beta’
“Third Party Managed Market” has the meaning given to it in Clause 5.1
“Vault” has the meaning given to it in Clause 5.1
“Vault Allocator” has the meaning given to it in Clause 5.1
1.2 About the Site
The Site aggregates and publishes publicly available third-party information about:
- the EmberCurve Smart Contract Protocol;
- the EmberCurve Smart Contract System;
- tokens that exist and have been, or may be, made available by third parties (known as ‘liquidity providers’) in connection with the EmberCurve Smart Contract System;
- the implied or express fair market prices of tokens;
- the staking, distribution and voting of LOOP pursuant to governance of the EmberCurve Smart Contract System; and
- transaction records on Solana relating to the EmberCurve Smart Contract System.
The Site also offers interaction methods whereby the User can indicate a transaction the User would like to perform in connection with the EmberCurve Smart Contract System (such as swapping one token for another). When used in this way, the Site can generate a draft transaction message which the User can independently utilise in conjunction with a third-party wallet application or device to conduct transactions on Solana (“Transaction Message”).
1.3 About EmberCurve
The EmberCurve Smart Contract Protocol is software source code, freely licensed to the public, which provides a liquidity provision protocol; tokens can be deposited into decentralised exchanges and certain other protocols through this liquidity provision protocol. The tokens can then be voted, staked or otherwise transacted with on any compatible peer-to-peer blockchain network system.
The EmberCurve Smart Contract System is a copy of the EmberCurve Smart Contract Protocol that has been compiled to bytecode and is permanently associated with one or more specific public addresses on Solana. Through a compatible third-party Solana wallet application or device or a Solana node, any User may pay Solana validators to operate and record the results of the EmberCurve Smart Contract System in accordance with the User’s instructions, thereby effecting token transactions on Solana.
1.4 Relationship to EmberCurve Smart Contract System
The Site and Services operate independently of the EmberCurve Smart Contract System, and the Site Operator does not own, operate or control Solana or the EmberCurve Smart Contract System.
Using Solana or the EmberCurve Smart Contract System does not require use of the Site. The Site aggregates and publishes publicly available information about Solana and the EmberCurve Smart Contract System in a user-friendly and convenient format. Such information is also independently available from other sources; for example, a person may directly review Solana transaction history, account balances and the EmberCurve Smart Contract System on a Solana block explorer.
By combining publicly available information with the User’s interactions with the Site, the Site can draft standard transaction messages compatible with the EmberCurve Smart Contract System, which are designed to accomplish the User’s operational goals as expressed through the interactions. If the User so wishes, the User may broadcast such messages to Solana in order to initiate token transactions.
All Transaction Messages are delivered by the Site via an application programming interface (“API”) to a compatible third-party Solana wallet application or device, as selected by the User after pressing the ‘Connect Wallet’ button on the Site. The User must personally review and authorise all Transaction Messages that the User wishes to send to Solana; this requires the User to sign the relevant Transaction Message with a private cryptographic key that is inaccessible to the Site. The User-authorised Transaction Message will then be broadcast to Solana validators through the wallet application or device; the User may be required to pay a network fee to have the Solana validators apply the Transaction Message to the EmberCurve Smart Contract System and record the results on Solana, resulting in a token transaction being completed on Solana.
1.5 Relationship Between the Site Operator and User
The Site Operator and the Site are not agents or intermediaries of the User, do not store or have access to or control over any tokens, private keys, passwords, accounts or other property of the User, and are not capable of performing transactions or sending transaction messages on behalf of the User. The Site does not hold and cannot purchase, sell or trade any tokens. All transactions relating to the EmberCurve Smart Contract System are effected and recorded solely through the interactions of the User with the Solana Validators, who are not under the control of or affiliated with the Site Operator or the Site.
Nothing in these Terms shall be construed to create a partnership, joint venture, agency, fiduciary, employment, or franchise relationship between the User and the Site Operator or the Site. Neither the User nor the Site Operator has the authority to bind the other or to incur any obligation on behalf of the other. The Site Operator owes no fiduciary duties to the User and has no responsibility or liability to the User except as expressly set forth in these Terms.
2. Eligibility
The Site is available exclusively for use by Permitted Users. You may only use the Site if you are a “Permitted User”, which is a person or entity which is:
- 18 years of age or older and has capacity to form a binding contract under applicable laws to use the Services;
- not a Sanctioned Person or Prohibited Person or otherwise barred from using the Services under applicable law;
- a technologically and financially sophisticated person.
By using the Services, you represent and warrant that you are a Permitted User and are not a Sanctioned Person or Prohibited Person or otherwise barred from using the Services under applicable law.
For the purposes of this Clause 2, “Sanctions Authorities” means, collectively, the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), HM Treasury’s Office of Financial Sanctions Implementation (“OFSI”), the European Union, and the United Nations (including any successor or analogous authority), and “Sanctions” means any applicable economic, financial or trade sanctions, embargoes, export controls, or similar restrictive measures administered or enforced by any Sanctions Authority.
You must not use the Services if you are or become a “Sanctioned Person”, which means any person or entity that:
- is located in, incorporated or otherwise established in, resident of, or organised in any country, region, or territory that is the subject of Sanctions or embargoes imposed by any Sanctions Authority from time to time;
- an individual or entity, or person acting on behalf of an individual or entity, that is listed on any sanctions list or embargoes, including but not limited to the Specially Designated Nationals and Blocked Persons List maintained by OFAC, the consolidated list of financial sanctions targets maintained by OFSI, or the E.U. consolidated list of sanctioned persons;
- is listed on, directly or indirectly owned 50% or more by one or more persons listed on, or otherwise the subject of any sanctions list or restrictive measures administered by any Sanctions Authority, including without limitation OFAC’s Specially Designated Nationals and Blocked Persons List, OFSI’s consolidated list of financial sanctions targets, or the EU consolidated list
- otherwise blocked or denied under any Sanctions Authority; or
- located in any of the following jurisdictions (which list may be updated by the Site Operator from time to time to reflect Sanctions or embargoes imposed by any Sanctions Authority): Belarus, Ivory Coast, Cuba, the Democratic Republic of the Congo, Iran, Iraq, Libya, Mali, Myanmar (Burma), Nicaragua, North Korea, Russia, Somalia, Sudan, Syria, Yemen, Zimbabwe, or certain regions of Ukraine only, namely Crimea, Sevastopol, Donetsk, and Luhansk.
You must not use the Services if you are or become a “Prohibited Person” which means any person or entity that:
- is a “U.S. Person”, being (a) any natural person who is a citizen of the United States of America (“U.S.”) or U.S. lawful permanent resident, (b) any entity organised, incorporated, or otherwise established under the laws of the U.S. or any state, territory, or possession thereof, (c) any person located or ordinarily resident in the U.S., or (d) a trust or estate established under the laws of the U.S. or any state, territory, or possession thereof;
- is a “UK Person”, being (a) any natural person who is a British citizen or ordinarily resident in the United Kingdom (“UK”), (b) any entity organised, incorporated, or otherwise established under the laws of the UK (including any of its constituent jurisdictions), (c) any person located or ordinarily resident in the UK, or (d) a trust or estate established under the laws of the UK (including any of its constituent jurisdictions); or
- is a “Panama Person”, being (a) any natural person who is a citizen of, or ordinarily resident in, the Republic of Panama (“Panama”), (b) any entity organised, incorporated, or otherwise established under the laws of Panama, (c) any person located or ordinarily resident in Panama, or (d) a trust or estate established under the laws of Panama.
We make no claims, representations or warranties that the Services, nor the information, products, or services provided through our Services, are accessible or appropriate for access or use in your country or jurisdictions. You are not permitted to access or use the Site or the Services in any jurisdiction or country if it would be contrary to the law or regulation of that jurisdiction, or if it would otherwise subject us to the laws of, or any registration requirement with, such jurisdiction. We reserve the right to limit the availability of our Services to any person, geographic area, or jurisdiction, at any time and at our sole and absolute discretion.
3. Permitted and Prohibited Uses
3.1 Permitted Uses
The Site is available exclusively for use by Permitted Users, who must be technologically and financially sophisticated persons that wish to use the Site for informational purposes only as an aid to their own research, due diligence and financial decision making (“Permitted Uses”). Before utilising information from the Site (including any Transaction Messages) to engage in transactions, each User must independently verify the accuracy of such information (and the consistency of such Transaction Messages with the User’s intentions).
3.2 Prohibited Uses
Each User must not engage in any of the following (herein referred to as “Prohibited Uses”), directly or indirectly, in connection with their use of the Site. Insofar as the User does engage in any Prohibited Use, they will become a “Prohibited User”.
- utilise the Site other than for the Permitted Uses;
- utilise the Site at any time when any representation of User set forth in Section 7 is untrue or inaccurate;
- rely on the Site as a basis for or a source of advice concerning any financial decision-making or transactions;
- employ any device, scheme or artifice to defraud, or otherwise materially mislead, any person;
- engage in any act, practice or course of business that operates or would operate as a fraud or deceit upon the Site Operator or any other person;
- violate, breach or fail to comply with any applicable provision of these Terms or any other terms of service, privacy policy, trading policy or other contract governing the use of the Site;
- engage or attempt to engage in or assist any hack of or attack on the Site or any wallet application or device, including, but not limited to, any sybil attack, DoS attack or griefing attack or theft;
- commit any violation of applicable laws, rules or regulations;
- engage in or knowingly facilitate any front-running, wash trading, pump and dump trading, ramping, cornering or fraudulent, deceptive or manipulative trading activities, including:
- trading at successively lower or higher prices for the purpose of creating or inducing a false, misleading or artificial appearance of activity, unduly or improperly influencing market prices or establishing a price which does not reflect the true state of the market;
- trading without changes in material beneficial ownership for the purpose of creating or inducing a false or misleading appearance of trading activity or creating or inducing a false or misleading appearance with respect to market conditions;
- participating in, facilitating, assisting or knowingly transacting with any pool, syndicate or joint account organised for the purpose of unfairly or deceptively influencing market prices;
- transact in securities, commodities futures, trading of commodities on a leveraged, margined or financed basis, binary options (including prediction-market transactions), real estate or real estate leases, equipment leases, debt financings, equity financings or other similar transactions, in each case, if such transactions do not comply with all laws, rules and regulations applicable to the parties and assets engaged therein;
- engage in token-based or other financings of a business, enterprise, venture, decentralised autonomous organisation, software development project or other initiative, including initial coin offerings, decentralised autonomous initial coin offerings, initial exchange offerings, or other token-based fundraising events, or;
- encourage or enable any other individual or entity to do any of the foregoing or otherwise violate the Terms.
4. Site Operator Discretion and Certain Risks of the Site
Each User hereby acknowledges and agrees and consents to, and assumes all risk associated with the Site and services, including the matters described in this Section 4.
4.1 Content
The Site Operator makes no representations or warranties as to the quality, origin, or ownership of any content found on or available through the Site. The Site Operator shall not be liable for any errors, misrepresentations, or omissions in, of, and about, the content, nor for the availability of the content. The Site Operator shall not be liable for any losses, injuries, or damages from the purchase, inability to purchase, display, or use of content.
4.2 Token Lists and Token Identification
In providing information about tokens, the Site associates or presumes the association of a token name, symbol or logo with a specific smart contract deployed to one or more blockchain systems. In making such associations, the Site relies upon third-party resources, which may not be accurate or may not conform to a given User’s expectations. Multiple smart contracts can utilise the same token name or token symbol as one another, meaning that the name or symbol of a token does not guarantee that it is the token desired by the User or generally associated with such name or symbol. Users must not rely on the name, symbol or branding of a token on the Site, but instead must examine the specific smart contract associated with the name, symbol or branding and confirm that the token accords with User’s expectations.
4.3 User Responsibility for Accounts & Security
Users are solely responsible for all matters relating to their accounts, wallets, addresses, private keys and tokens and for ensuring that all uses thereof comply fully with these Terms. Users are solely responsible for protecting the data integrity and confidentiality of their login information and passwords or private keys for the Site or any wallet applications or devices used in connection with the Site.
The compatibility of the Site with Solana wallet applications and devices or other third-party applications or devices is not intended as, and you hereby agree not to construe such compatibility as, an introduction, endorsement or recommendation thereof or a warranty, guarantee, promise or assurance regarding the fitness or security thereof.
4.4 Site Fees and Third-Party Fees
There are no fees or charges for use of the Site. Use of the EmberCurve Smart Contract System and use of Solana is subject to third-party transaction fees, which will be the sole responsibility of the User. The Site Operator does not receive such fees and has no ability to reverse or refund any amounts paid in error.
For fees applicable to Third-Party Managed Markets and Vaults, see Clause 5.3.
4.5 Site Operator Has No Business Plan and May Discontinue, Limit, Terminate or Refuse Support for the Site or any Smart Contracts, Tokens or Pools
The Site is a free web application operated and maintained in the sole and absolute discretion of the Site Operator. The Site Operator assumes no duties, liabilities, obligations or undertakings to continue operating or maintaining the availability of the Site and may terminate or change the Site in any or all respects at any time. The Site Operator has no business plan or revenue model for the Site, and the Site Operator does not have revenues or a viable long-term business plan or capital-raising plan. The Site Operator may become unable or unwilling to fund the operational costs of the Site on a long-term basis, or to fund the upgrade costs required to keep the Site up to date with current technologies.
The Site Operator has no obligation to ensure that the Site is a complete and accurate source of all information relating to the EmberCurve Smart Contract System or any other subject matter. The Site does not necessarily display all tokens that are available for trading in connection with the EmberCurve Smart Contract System. Even if the Site currently displays a particular token or token pair, the Site may discontinue tracking and publishing information about that token or token pair at any time, in the Site Operator’s sole and absolute discretion. In the event of such a discontinuation, Users may need to rely on third-party resources such as block explorers or Solana Core Nodes in order to get equivalent information, and, depending on the User’s level of expertise and the quality of such third-party resources, this may result in the User incurring financial losses due to delays or mistakes in processing information or transactions.
The EmberCurve Smart Contract Protocol is available under a free open-source license, and the Site Operator does not have proprietary or exclusive rights in the EmberCurve Smart Contract Protocol. It is possible that additional copies of the EmberCurve Smart Contract Protocol or derivatives thereof will be deployed to Solana or other blockchain systems in the future by any person, resulting in the existence of multiple ‘EmberCurve-branded’ smart contract systems. The Site Operator is under no obligation to publish information for all such copies of the EmberCurve Smart Contract Protocol or to warn Users regarding the existence of such alternatives.
4.6 Site Operator May Deny or Limit Access
The Site Operator reserves the right to terminate or limit any person’s User status or access to or use of the Site and/or Services at any time, with or without notice, as determined in the Site Operator’s sole and absolute discretion. Such terminations and limitations may be based on any factor or combination of factors, including but not limited to a User’s identity, blockchain address, IP address, internet service provider, virtual private network provider, metadata, browser software, device type, wallet application, wallet device, region of citizenship or residence or current location, past transactions, or suspicion that User has engaged or intends to engage in any Prohibited Use or illegal or improper activity. The Site Operator reserves the right to utilise third-party Sanctions and risk screening services to determine if any User is suspected of high risk activity, and limit such User’s status or access to or use of the Site at any time, with or without notice.
The Site Operator shall not be liable to any User or any third party for any losses, damages, costs or expenses of any kind arising from or in connection with any such termination or limitation, whether relating to User status, access to or use of the Site, Services or Transaction Messages, or otherwise.
4.7 Site Operator May Engage in Sanctions Compliance and Risk Monitoring
The Site Operator reserves the right to engage in Sanctions compliance and risk monitoring, including but not limited to the use of third-party wallet screening, Sanctions screening, and risk analysis tools, which may include conducting regular screenings of all Users, wallets, and transactions against sanctions lists. The Site Operator reserves the right to utilise third-party services to determine if any User is suspected of high risk activity, and limit such User’s status or access to or use of the Site at any time, with or without notice. The Site Operator reserves the right to prevent and deter illicit activities on the Site, including but not limited to, barring Sanctioned Persons or wallets, maintaining records of compliance measures, reporting, and/or cooperating with governmental authorities and/or law enforcement.
The Site Operator reserves the right at all times to cooperate with any governmental or law enforcement investigation, or to disclose any information it deems necessary to satisfy any applicable law, regulation, legal process or governmental request.
The Site Operator reserves the right to edit, refuse to post or to remove any information or materials, in whole or in part, based on any applicable law, regulation, legal process or governmental request, in the Site Operator’s sole and absolute discretion.
4.9 No Regulatory Supervision
The Site Operator and the Site are not registered or qualified with or licensed by, do not report to and are not under the active supervision of any government agency or financial regulatory authority or organisation. No government or regulator has approved or consulted with the Site Operator regarding the accuracy or completeness of any information available on the Site. Similarly, the technology, systems, tokens and persons relevant to information published on the Site may not be registered with or under the active supervision of or be registered or qualified with or licensed by any government agency or financial regulatory authority or organisation. The Site Operator is not registered as a broker, dealer, advisor, transfer agent or other intermediary.
5. Third-Party Managed Markets and Vaults
5.1 Third-Party Market Managers and Vault Allocators
The EmberCurve Smart Contract Protocol enables:
third-party market managers (“Market Managers”) independently to create, deploy and configure lending markets using the EmberCurve Smart Contract System, including setting and managing the risk parameters and configurations applicable to such markets (such as loan-to-value ratios, collateral factors, liquidation thresholds, interest rate models and oracle selections) (“Third-Party Managed Markets”); and
third-party vault allocators (“Vault Allocators”) independently to deploy vaults that allocate assets across one or more markets or Third-Party Managed Markets (“Vaults”).
Any third party may perform either or both of the roles of Market Manager and Vault Allocator.
Market Managers and Vault Allocators are not employees, agents, affiliates, or representatives of the Site Operator. The Site Operator does not direct, control, supervise, or assume responsibility for the actions, decisions, or omissions of any Market Manager or Vault Allocator.
5.2 Site Operator’s Role
As described in Clause 1.4 above, the Site and Services provided by the Site Operator operate independently of the EmberCurve Smart Contract System and the Site Operator does not own, operate or control Solana or the EmberCurve Smart Contract System. The Site Operator does not create, deploy, configure, operate or control any Third-Party Managed Market or Vault.
[The Site Operator provides the underlying smart contract infrastructure on which Third-Party Managed Markets are built and operated. The Site Operator’s role is limited to maintaining and making available the protocol-level code and interface through which Market Managers and Vault Allocators may deploy and operate their respective markets and vaults.]
5.2.1 *****The Site Operator’s Role: Market Managers and Vault Allocators*
The Site Operator does not participate in, and has no visibility over, the day-to-day management, strategy, or decision-making of any Market Manager or Vault Allocator. Nothing in these Terms shall be construed as creating a joint venture, partnership, agency, or fiduciary relationship between the Site Operator and any Market Manager or Vault Allocator.
The Site Operator does not: (a) select, vet, approve, or endorse any Market Manager or Vault Allocator; (b) manage, direct, or influence how Vault Allocators allocate assets; (c) monitor, oversee, audit, or verify the ongoing conduct, financial condition, or compliance of any Market Manager or Vault Allocator; (d) review, approve, or assume responsibility for any updates, upgrades, or parameter changes made by a Market Manager or Vault Allocator after deployment; (e) guarantee or underwrite any obligation owed by a Market Manager or Vault Allocator; (f) guarantee the solvency, performance, security, standing or continued operation of any Market Manager or Vault Allocator; (g) take custody of, hold, or control any assets deposited by or on behalf of a Market Manager or Vault Allocator; or (h) verify, warrant, or assume responsibility for the accuracy, completeness, or timeliness of any information provided by or on behalf of a Market Manager or Vault Allocator.
The Site Operator makes no representation or warranty, express or implied, regarding: (a) the competence, integrity, or regulatory standing of any Market Manager or Vault Allocator; (b) the accuracy, completeness, timeliness, or reliability of any information, data, analytics, or documentation provided by or on behalf of a Market Manager or Vault Allocator, whether displayed through the EmberCurve Smart Contract Protocol interface or otherwise; (c) the ongoing conduct, financial condition, or compliance of any Market Manager or Vault Allocator; (d) the solvency or financial viability of any Market Manager or Vault Allocator; (e) the security, integrity, or freedom from vulnerabilities of any smart contract deployed or used by a Market Manager or Vault Allocator; or (f) whether any Market Manager or Vault Allocator complies with applicable law or regulation in any jurisdiction.
5.2.2 *****The Site Operator’s Role: Third-Party Managed Markets and Vaults*
The Site Operator does not: (a) set or approve the risk parameters, collateral configurations, liquidation thresholds, interest rate models, or oracle selections applied to any Third-Party Managed Market; (b) guarantee the solvency, performance, security, or continued operation of any Third-Party Managed Market or Vault; (c) take custody of, hold, or control any assets deposited into any Third-Party Managed Market or Vault; or (d) ensure or verify that any Third-Party Managed Market or Vault complies with applicable law or regulation in any jurisdiction.
The Site Operator makes no representation or warranty, express or implied, regarding: (a) the appropriateness of the risk parameters applied to any Third-Party Managed Market or Vault; (b) the likelihood that any Third-Party Managed Market or Vault will perform as described or expected; (c) the liquidity, solvency, or financial viability of any Third-Party Managed Market or Vault; (d) the continued availability, uptime, or uninterrupted operation of any Third-Party Managed Market or Vault; or (e) whether any Third-Party Managed Market or Vault constitutes a regulated financial product, collective investment scheme, or security in any jurisdiction.
5.3 Third-Party Fees
In addition to the fees described at Clause 4.4, when you interact with a Third-Party Managed Market or Vault, the total fees you may incur are comprised of two components: (a) fees charged at the EmberCurve Smart Contract Protocol level; and (b) fees set by the relevant Market Manager or Vault Allocator.
These components are set independently. Protocol-level fees are determined in accordance with the EmberCurve Smart Contract Protocol’s fee mechanics, as may be updated from time to time. Market Managers and Vault Allocators may each independently set, charge, vary, or waive their own fees in connection with the Third-Party Managed Markets or Vaults they respectively operate, and any such fees are separate from, and in addition to, any protocol-level fees. The combined fee structure, including the allocation between the EmberCurve Smart Contract Protocol and third parties, may be updated from time to time.
You are solely responsible for reviewing and understanding the applicable fee structure of any Third-Party Managed Market, Vault, Vault Allocator or Market Manager before depositing assets. Current fee information is available through the Site and relevant documentation therein.
5.4 No Vetting or Endorsement
The availability of a Third-Party Managed Market or Vault using the EmberCurve Smart Contract Protocol and accessed via the Site or any other associated interface does not constitute an endorsement, recommendation, or verification of that Third-Party Managed Market, Vault, Market Manager, or Vault Allocator by the Site Operator.
5.5 Assumption of Risk
By interacting with any Third-Party Managed Market, Vault, Market Manager and/or Vault Allocator, you expressly acknowledge and accept the following risks, among any others referenced in these Terms at Clause 8:
5.5.1 *****Configuration Risk*
Risk parameters, oracle selections, collateral types, and liquidation mechanics are set by Market Managers and may be changed, misconfigured, or exploited, potentially resulting in partial or total loss of deposited assets. Any such change, misconfiguration, or exploitation may result in partial or total loss of your deposited assets. The Site Operator has no role in setting, reviewing, or approving any such parameters and bears no liability in respect of any losses arising therefrom.
5.5.2 *****Allocation Risk*
Vault Allocators may allocate assets in ways that result in concentration of exposure, suboptimal yield, or losses. Allocation decisions are made entirely at the discretion of the relevant Vault Allocator, and the Site Operator exercises no control, oversight, or influence over such decisions. You bear the full risk of any allocation strategy pursued by a Vault Allocator.
5.5.3 *****Operational Risk*
Market Managers and Vault Allocators may cease operations, become unresponsive, act negligently, or act in bad faith without notice to depositors or to the Site Operator. The Site Operator is under no obligation to monitor, supervise, or intervene in the operations of any Market Manager or Vault Allocator, and shall not be liable for any loss or damage resulting from their acts or omissions.
5.5.4 *****Smart Contract Risk*
Third-Party Managed Markets and Vaults deploy smart contracts that have not been developed, audited, or approved by the Site Operator. Such contracts may contain vulnerabilities, bugs, or design flaws that could result in the partial or total loss of assets deposited therein. You acknowledge that you are solely responsible for evaluating the security and integrity of any smart contract with which you interact.
5.5.5 *****No Recourse Against the Site Operator*
In the event of any loss arising from a Third-Party Managed Market or Vault, you acknowledge that you have no recourse against the Site Operator or any of the Indemnified Parties (as defined at Clause 8.12) in connection with such loss. Any claims arising from the acts or omissions of a Market Manager or Vault Allocator must be directed to the relevant third party. The Site Operator’s aggregate liability in respect of any matter arising under this Clause shall be nil.
5.6 Your Responsibility to Conduct Due Diligence
You are solely responsible for evaluating the risks associated with any Third-Party Managed Market or Vault before depositing assets. This includes, without limitation: (a) reviewing publicly available information about the Third-Party Managed Market, Vault, Market Manager or Vault Allocator; (b) assessing the risk parameters and configuration of the relevant Third-Party Managed Market; and (c) determining whether the Third-Party Managed Market and Vault are appropriate for your risk tolerance and financial situation. The Site Operator does not provide investment advice, financial advice, or risk assessments with respect to any Third-Party Managed Market or Vault.
5.7 Changes to Third-Party Managed Markets and Vaults
Market Managers and Vault Allocators may modify the parameters, configuration, or operation of their Third-Party Managed Markets or Vaults at any time, subject only to any applicable on-chain governance mechanisms or time-locks. The Site Operator has no obligation to notify you of any such changes and assumes no liability arising from any modification made by a Market Manager or Vault Allocator.
5.8 Disputes with Third Parties
Any dispute arising from your use of a Third-Party Managed Market or Vault is solely between you and the relevant Market Manager or Vault Allocator. The Site Operator shall have no obligation to participate in, mediate, or resolve any such dispute. For the avoidance of doubt, the dispute resolution provisions set out in Clause 9 of these Terms apply solely to Disputes (as defined therein) between you and the Site Operator and do not govern any dispute between you and a Market Manager or Vault Allocator.
6. Intellectual Property and Data
6.1 License to Use Site
Each User, subject to and conditioned upon such User’s eligibility under and acceptance of and adherence to these Terms, is hereby granted a personal, revocable, non-exclusive, non-transferable, non-sub-licensable license to view, access and use the Site for the Permitted Uses in accordance with these Terms.
6.2 Site Code & License
The HTML and other software code and text used in the Site (other than certain proprietary third-party fonts) will be available in various repositories at https://github.com/ and will be freely licensed under the applicable license set forth in each such repository.
6.3 Marks, Logos and Branding
All EmberCurve-related marks, logos and branding used on the Site are non-proprietary and freely licensed under the Creative Commons Attribution-ShareAlike 4.0 International License. All other marks, logos and branding appearing on the Site (including token names, symbols and logos identified on the Site which may trade in connection with the EmberCurve Smart Contract System) are the property of their respective owners.
6.4 Privacy Policy
The Site may directly or indirectly collect and temporarily store personally identifiable information for operational purposes, including for the purpose of identifying blockchain addresses or IP addresses that may indicate use of the Site from prohibited jurisdictions or by Sanctioned Persons or other Prohibited Uses. Except as required by applicable law, the Site Operator will have no obligation of confidentiality with respect to any information collected by the Site.
6.5 Feedback
We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Services (“Feedback”). If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you, and you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose. You represent and warrant that you own or control all rights in and to the Feedback and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.
7. Representations and Warranties of Users
Each User hereby represents and warrants to Site Operator that the following statements and information are accurate and complete at all relevant times. In the event that any such statement or information becomes untrue as to a User, User shall immediately cease accessing and using the Site.
7.1 Capacity
If User is an individual, User is of legal age in the jurisdiction in which User resides (and in any event is older than eighteen years of age) and is of sound mind.
If User is a business entity, User is duly organised, validly existing and in good standing under the laws of the jurisdiction in which it is organised, and has all requisite power and authority for a business entity of its type to carry on its business as now conducted.
7.2 Power and Authority
The User has all requisite capacity, power and authority to accept the terms and conditions of these Terms, and to carry out and perform its obligations under these Terms. These Terms constitute a legal, valid and binding obligation of User enforceable against User in accordance with its terms.
7.3 No Conflict and Compliance with Law
The User’s acceptance of these Terms and using the Site does not constitute, and would not reasonably be expected to result in (with or without notice, lapse of time, or both) a breach, default, contravention or violation of any law applicable to User, or contract or agreement to which User is a party or by which User is bound.
7.4 Absence of Sanctions
The User is a Permitted User and is not a Prohibited User, Prohibited Person or Sanctioned Person. If at any point the User is no longer a Permitted User and/or becomes a Prohibited User, Prohibited Person or Sanctioned Person, then they shall immediately cease accessing and using the Site in accordance with these Terms.
Where the User is an entity or non-natural person, the User is not owned or controlled by any other person who is a Prohibited User, Prohibited Person or Sanctioned Person. If at any point the person or persons that own or control the User are no longer a Permitted User and/or become a Prohibited User, Prohibited Person or Sanctioned Person, then the User shall immediately cease accessing and using the Site in accordance with these Terms.
The User is not acting on behalf of any other person who is a Prohibited User, Prohibited Person, Sanctioned Person or otherwise identified on any list of prohibited or Sanctioned parties under any law or by any nation, government, state or other political subdivision thereof, any entity exercising legislative, judicial or administrative functions of or pertaining to government such as the sanctions lists maintained by the United Nations Security Council, the U.S. government (including the U.S. Treasury Department’s Specially Designated Nationals list and Foreign Sanctions Evaders list), the European Union (EU) or its member states, and the government of a User home country.
The tokens or other funds User uses to participate in the EmberCurve Smart Contract System are not derived from, and do not otherwise represent the proceeds of, any activities done in violation or contravention of any law.
7.5 Non-Reliance
The User is knowledgeable, experienced and sophisticated in using and evaluating blockchain and related technologies and assets, including but not limited to Solana, tokens, yield-generating smart contract systems, automated market making smart contract systems, bonding curve systems and smart contracts.
The User has conducted its own thorough independent investigation and analysis of the EmberCurve Smart Contract System and the other matters contemplated by these Terms. The User has not relied upon any information, statement, omission, representation or warranty, express or implied, written or oral, made by or on behalf of Site Operator in connection thereto, except as expressly set forth by Site Operator in these Terms.
The Site and associated web pages or third-party platforms may publish risk warnings, risk disclosures, educational materials, protocol documentation and other information relating to the Protocol (defined below) and digital assets (collectively, “Protocol Information”).
The User acknowledges and confirms that, prior to using the Site, the User has had a reasonable opportunity to review all Protocol Information, including all risk warnings and risk disclosures. The User accepts the risks described therein and acknowledges that such risks are not exhaustive.
Protocol Information is provided for informational purposes only and does not constitute advice of any kind or any recommendation, endorsement or representation by the Site Operator. The Protocol Information does not purport to describe matters within the Site Operator’s own knowledge or control. The Site Operator makes no representation or warranty as to the accuracy, completeness or currency of any Protocol Information.
The User is responsible for reviewing any updates to the Protocol Information from time to time, and continued use of the Site following any such update shall constitute acceptance of the updated Protocol Information.
The User shall not treat any Protocol Information as a substitute for the User’s own independent research, due diligence and professional advice.
8. Risks, Disclaimers and Limitations of Liability
Each User hereby acknowledges and agrees and consents to, and assumes the risks of, the matters described in this Clause 8. Please read this Clause 8 carefully. This Clause contains important terms that limit our liability to you, including limitations on the types of loss we will be responsible for.
8.1 Liability for Liquidation Events
You acknowledge and agree that any forced liquidation or enforcement mechanism (collectively “Liquidation Event”) executed by or through the EmberCurve Smart Contract System or any blockchain protocol, smart contract or other third-party system (collectively, the “Protocol”) is determined solely by the rules, parameters, and operation of the Protocol and relevant market mechanisms. The Site is not a trading venue or execution facility and does not initiate, control, direct, influence, prevent, or otherwise participate in any Liquidation Event. Liquidations are not controlled by, initiated by, or otherwise linked to the Site or the Site Operator. The Site Operator is not a counterparty to any transaction and has no custody or control over your tokens or other digital assets.
The Site may display market, price, index, oracle, protocol parameter, health factor, collateralisation or risk metrics, status badges, warnings, thresholds, countdowns, or other user-interface indicators, visualisations, or summaries (collectively, “UI Indicators”). Any UI Indicator is provided solely for general informational and convenience purposes. UI Indicators may be sourced from third parties, including the Protocol, and may be delayed, interrupted, incomplete, inaccurate, subject to revision, unavailable, and/or may differ from the data actually used by the Protocol or from effective execution, liquidation, or settlement prices. The Site Operator makes no representation, warranty, or undertaking, express or implied, as to the accuracy, timeliness, completeness, availability, reliability, or sequencing of any information on the Site, including UI Indicators and price data, and has no obligation to verify, update, correct, supplement, or continue to provide any information.
You are solely responsible for monitoring your positions, collateral levels, indebtedness, liquidation thresholds, risk parameters, margin requirements, protocol upgrades or governance changes, market conditions, and all other factors relevant to the risk of a Liquidation Event. The Site Operator has no duty to monitor your positions, to manage your risk, to warn or update you prior to a Liquidation Event, to maintain or rebalance collateral, or to otherwise act on your behalf or in your interests. Any alerts or UI Indicators that may be provided are purely ancillary and for the purpose of convenience. The UI Indicators may fail, be inaccurate, or not trigger, and do not create any duty or liability; you must not rely on the UI Indicators. For the avoidance of doubt, the Site Operator does not owe any fiduciary duty to you.
To the fullest extent permitted by law, you assume all risk of loss arising out of or relating to any Liquidation Event, including, without limitation, losses that may arise due to price volatility or slippage, oracle performance or discrepancies, latency, validator or keeper behaviour, smart contract operation, outages or interruptions, or differences between UI Indicators and the data, rules, parameters, or mechanisms actually used by the Protocol.
Decisions you make in reliance on information available via the Site are made at your sole risk. The Site Operator disclaims all liability for any loss, damage, cost, or expense arising from or relating to your access to or use of the Site or any information displayed on it, including but not limited to where a Liquidation Event occurs and subsequent price movements or data revisions would have prevented, reduced, or reversed the loss had they occurred earlier or been reflected in the UI Indicators.
Without limitation to the foregoing, and to the fullest extent permitted by applicable law, you irrevocably waive, release, and covenant not to sue the Site Operator and its affiliates, and their respective officers, directors, employees, contractors, agents, and service providers, from and against any and all claims, demands, causes of action, liabilities, damages, losses, costs, and expenses (including consequential, incidental, exemplary, special, indirect, or punitive damages and lost profits), whether in contract, tort, statute, equity, or otherwise, arising out of or in any way connected with any Liquidation Event, any reliance on information or UI Indicators provided via the Site, or any failure, delay, error, omission, inaccuracy, interruption, suspension, or unavailability of the Site or such information.
Nothing in this Clause 8.1 excludes or limits any liability that cannot be excluded or limited under applicable law, and no waiver applies in cases of fraud or wilful misconduct of the Site Operator.
8.2 Limitation of Liability for Interaction Methods and Transaction Messages
The Site may provide a functionality that allows a User to indicate parameters for a transaction the User wishes to conduct in connection with the EmberCurve Smart Contract System, and, based on those parameters, may generate a Transaction Message for the User’s convenience.
A Transaction Message is provided solely as an informational and technical aid and does not constitute an offer, solicitation, recommendation, advice, confirmation, commitment to execute, or any undertaking by Site Operator to initiate, route, broker, match, clear, settle or otherwise carry out any transaction on behalf of the User. The Site Operator does not and will not take possession or control of any User assets, private keys, or wallets, and Site Operator does not have the ability to execute transactions for or on behalf of any User.
Users are solely responsible for independently reviewing, validating, modifying, approving, signing, broadcasting and monitoring any Transaction Message and transaction, including verifying all amounts, addresses, program identifiers, accounts, instructions, fees, permissions and parameters, as well as assessing slippage, price impact, routing, partial fills and other execution outcomes. The Site Operator makes no representation or warranty that any Transaction Message or transaction will be correct, current, secure, executable, compatible with any third-party wallet or device, successfully broadcast to or confirmed by the Solana network, or achieve any particular price, outcome, or state transition. Users acknowledge that Transaction Messages and transactions are subject to network issues, blockchain risks, miner or validator inclusion policies, program updates, protocol changes, state changes between signing and confirmation, front-running, and other factors outside the control of Site Operator, any of which may delay, fail, reorder, duplicate, revert or otherwise adversely affect a Transaction Message or transaction or its expected results.
Without limitation, and to the fullest extent provided by law, the Site Operator disclaims all liability for:
- any inaccuracies or omissions in any Transaction Message;
- any failure to execute, partial execution, unexpected execution path, or execution at an unexpected time or price;
- any fees, costs or losses arising from network conditions, wallet behaviour, device or key management, signing errors, nonce or block hash expiration, instruction or account mismatches, program errors, or user misconfiguration; and
- any reliance by User on quotes, estimates, routes, or other informational displays associated with any Transaction Message.
The User’s use of any Transaction Message and any third-party wallet, device, node or relay is at the User’s sole risk, and User remains solely responsible for all approvals, signatures, broadcasts and resulting on-chain activity. The Site Operator is not a party to, and shall have no responsibility or liability for, any Transaction Message or transaction the User elects to sign or broadcast.
Transaction Messages may reference, incorporate or rely upon pricing data, token valuations, exchange rates, oracle feeds or other market data derived from third-party sources, including decentralised oracles, on-chain pricing mechanisms, automated market makers and third-party exchanges (collectively, Pricing Data). Pricing Data may be subject to manipulation, artificial influence, distortion or interference (whether by front-running, wash trading, oracle manipulation, exploitation of on-chain pricing mechanisms, or otherwise) (collectively, Data Interference). The User acknowledges and agrees that:
- Pricing Data is provided for informational and convenience purposes only and does not constitute a representation, warranty or undertaking by the Site Operator as to the accuracy, completeness, timeliness, reliability or integrity of any such data, or as to the fair market value or economic worth of any token or digital asset;
- the Site Operator has no obligation to detect, prevent, monitor or mitigate any such conduct and makes no representation that any Pricing Data is free from artificial influence or reflects genuine forces of supply and demand;
- the characterisation, classification and regulatory treatment of any token, digital asset or instrument referenced in a Transaction Message (including whether any such token, digital asset or instrument constitutes a security, commodity, swap, mixed swap, financial instrument or any other category of regulated asset under any applicable law) is uncertain, may vary by jurisdiction and may change over time, and the Site Operator makes no representation or warranty as to the legal or regulatory characterisation of any such token, digital asset or instrument;
- the User is solely responsible for independently verifying all Pricing Data prior to signing, broadcasting or otherwise acting upon any Transaction Message, and shall not rely on any Pricing Data displayed on, or incorporated in, a Transaction Message as a basis for any financial, investment or transactional decision; and
- to the fullest extent permitted by applicable law, the Site Operator shall have no liability whatsoever (whether in contract, tort, statute, equity or otherwise) for any loss, damage, cost or expense arising out of or in connection with any manipulation, artificial influence or distortion of Pricing Data, any reliance by the User on Pricing Data that has been or may have been subject to such manipulation, artificial influence or distortion, or any failure by the User to independently verify any Pricing Data.
In addition to the Prohibited Uses, the User shall not use, or attempt to use, any Transaction Message for any Prohibited Messaging Purpose. For the purposes of this Clause 8.2, a Prohibited Messaging Purpose means any of the following:
- engaging in any conduct constituting Data Interference, whether by wash trading, spoofing, layering, front-running, back-running, sandwich attacks, oracle manipulation, artificial inflation or deflation of token prices, or any other conduct intended to create an artificial or misleading impression of the price, value, supply or demand of any token or digital asset;
- engaging in any conduct that constitutes fraud, market manipulation, market abuse or market misconduct under any applicable law (including any applicable securities law, commodities law or financial services law), or that would constitute such conduct if the relevant token, digital asset or instrument were characterised as a security, commodity, swap, mixed swap or other regulated instrument;
- exploiting any Transaction Message, or any protocol, smart contract or on-chain mechanism accessible through a Transaction Message, to obtain funds, collateral, credit, borrowing capacity or any other economic benefit on the basis of artificially inflated, manipulated or distorted asset valuations or collateral values;
- using any Transaction Message to facilitate money laundering, terrorist financing, sanctions evasion or any other financial crime, and;
- any other use of a Transaction Message that is dishonest, deceptive, misleading, unconscionable or otherwise contrary to the purposes for which the Transaction Messaging functionality is made available by the Site Operator.
Any breach of this paragraph by the User shall constitute a material breach of these Terms. Without prejudice to any other right or remedy available to the Site Operator (whether under these Terms or at law), in the event of any breach or suspected breach of this paragraph, the Site Operator may immediately suspend, restrict or terminate the User’s access to the Site and Transaction Messaging functionality without prior notice and without liability to the User.
8.3 No Consequential, Incidental or Punitive Damages
Notwithstanding anything to the contrary contained on the Site, in these Terms, or in any other agreement or publication, the Site Operator shall not be liable to any person, whether in contract, tort (including pursuant to any cause of action alleging negligence), warranty or otherwise, for any economic or other damages to any User or other person, including any special, incidental, consequential, indirect, punitive or exemplary damages (including but not limited to lost data, lost profits or savings, loss of business or other economic loss) arising out of or related to these Terms, whether or not Site Operator has been advised or knew of the possibility of such damages, and regardless of the nature of the cause of action or theory asserted.
8.4 Disclaimer of Representations
The Site is being provided on an “AS IS” and “AS AVAILABLE” basis. To the fullest extent permitted by law, the Site Operator is not making, and hereby disclaims, any and all information, statements, omissions, representations and warranties, express or implied, written or oral, equitable, legal or statutory, in connection with the Site and the other matters contemplated by these Terms, including any representations or warranties of title, non-infringement, merchantability, usage, security, uptime, reliability, suitability or fitness for any particular purpose, workmanship or technical quality of any code or software used in or relating to the Site. User acknowledges and agrees that use of the Site is at the User’s own risk.
8.5 No Responsibility for Tokens; No Guarantee of Uniqueness or IP
The Site Operator has no responsibility for the tokens traded by Users on the EmberCurve Smart Contract System. The Site Operator does not investigate and cannot guarantee or warrant the authenticity, originality, uniqueness, marketability, legality or value of any token traded by Users on the EmberCurve Smart Contract System, even if information about such token is available on the Site.
8.6 No Professional Advice or Liability
All information provided by or on behalf of Site Operator is for informational purposes only and should not be construed as professional, accounting or legal advice. Users should not take or refrain from taking any action in reliance on any information contained in these Terms or provided by or on behalf of Site Operator. Before Users make any financial, legal, or other decisions involving the Site, Users should seek independent professional advice from persons licensed and qualified in the area for which such advice would be appropriate.
8.7 Limited Survival Period for Claims
Any claim or cause of action a User may have or acquire in connection with the Site or any of the other matters contemplated by these Terms shall survive for the shorter of, and may be brought against Site Operator solely prior to: (a) the expiration of the statute of limitations applicable thereto; and (b) the date that is six months after the date on which the facts and circumstances giving rise to such claim or cause of action first arose.
8.8 Third-Party Offerings and Content
References, links or referrals to or connections with or reliance on third-party resources, products, services or content, including smart contracts developed or operated by third parties, may be provided to Users in connection with the Site. In addition, third parties may offer promotions related to the Site. The Site Operator does not endorse or assume any responsibility for any activities of, or resources, products, services, content or promotions owned, controlled, operated or sponsored by, third parties. If Users access any such resources, products, services or content or participate in any such promotions, Users do so solely at their own risk. Each User hereby expressly waives and releases the Site Operator from all liability arising from User’s use of any such resources, products, services or content or participation in any such promotions. The User further acknowledges and agrees that Site Operator shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such resources, products, services, content or promotions from third parties.
8.9 Certain Uses and Risks of Blockchain Technology
8.9.1 *****Use of Blockchain Technology*
The Site Operator or third parties may utilise experimental cryptographic technologies and blockchain technologies, including tokens, cryptocurrencies, stablecoins, smart contracts, consensus algorithms, voting systems and distributed, decentralised or peer-to-peer networks or systems in connection with the Site or systems about which the Site provides information. Each User acknowledges and agrees that such technologies are novel, experimental, and speculative, and that therefore there is significant uncertainty regarding the operation and effects and risks thereof and the application of existing law thereto.
8.9.2 *****Certain Risks of Blockchain Technology*
The technologies relevant to the Site depend on public peer-to-peer networks, such as Solana, that are not under the control or influence of Site Operator and are subject to many risks and uncertainties. Such technologies include the EmberCurve Smart Contract System, which Site Operator has no ability to change, other than ceasing to display information about certain smart contracts or adding information about new smart contracts.
Users are solely responsible for the safekeeping of the private key associated with the blockchain address used in connection with the EmberCurve Smart Contract System. The Site Operator will not be able to restore or issue any refund in respect of property lost or frozen due to loss of private keys or otherwise. If a User is not able to spend or use tokens due to loss or theft of the corresponding private key or otherwise, the User will be unable to enjoy the benefits of such tokens.
8.9.3 *****Certain Risks of Smart Contract Technology*
Digital assets relevant to the Site depend on the EmberCurve Smart Contract System or other smart contracts deployed to Solana or other blockchain systems, which may be coded or deployed by persons other than Site Operator. Once deployed to Solana, the code of the smart contracts, including the EmberCurve Smart Contract System, cannot be modified. In the event that the EmberCurve Smart Contract System or other smart contracts are adversely affected by malfunctions, bugs, defects, hacking, theft, attacks, negligent coding or design choices, or changes to the protocol rules of Solana, Users may be exposed to a risk of total loss and forfeiture of all relevant digital assets. The Site Operator assumes no liability or responsibility for any of the foregoing matters.
8.9.4 *****Asset Prices*
The fiat-denominated prices and value in public markets of cryptocurrencies and tokens have historically been subject to dramatic fluctuations and may be highly volatile. A significant portion of demand for these assets is generated by speculators and investors seeking to profit from the short or long-term holding of blockchain assets. The market value of any token may decline below the price for which a User acquires such asset through the EmberCurve Smart Contract System or on any other platform.
The User acknowledges and agrees that the costs and speeds of transacting with cryptographic and blockchain-based systems are variable and may increase or decrease dramatically at any time, resulting in prolonged inability to access or use any tokens.
8.9.5 *****Regulatory Uncertainty*
Blockchain technologies and digital assets are subject to many legal and regulatory uncertainties, and the EmberCurve Smart Contract System or any tokens could be adversely impacted by one or more regulatory or legal inquiries, actions, suits, investigations, claims, fines or judgments, which could stop, impede or limit the ability of User to continue the use and enjoyment of such assets and technologies.
In the event of a Change of Law, the Site Operator shall have no liability for any inability to perform its obligations hereunder arising from such Change of Law. The Site Operator may, in its sole discretion, (a) suspend or terminate User’s access to the Site and/or Services; (b) modify the Site and/or Services to comply with such Change of Law; or (c) require User to take actions necessary to ensure compliance.
8.9.6 *****Cryptography Risks*
Cryptography is a progressing field. Advances in code cracking or technical advances, such as the development of quantum computers, may present risks to Solana, the EmberCurve Smart Contract System and/or tokens, including the theft, loss or inaccessibility thereof.
8.9.7 *****Fork Handling*
Solana, the EmberCurve Smart Contract System, and all tokens may be subject to forks. Forks occur when some or all persons running the software clients for a particular blockchain system adopt a new client or a new version of an existing client that: (i) changes the protocol rules in backwards-compatible or backwards-incompatible manner that affects which transactions can be added into later blocks, how later blocks are added to the blockchain, or other matters relating to the future operation of the protocol; or (ii) reorganises or changes past blocks to alter the history of the blockchain. Some forks are contentious and may result in two or more persistent alternative versions of the protocol or blockchain, either of which may be viewed as or claimed to be the legitimate or genuine continuation of the original. The Site Operator may not be able to anticipate, control or influence the occurrence or outcome of forks, and does not assume any risk, liability or obligation in connection therewith. Without limiting the generality of the foregoing, the Site Operator does not assume any responsibility to notify a User of pending, threatened or completed forks. The Site Operator will respond (or refrain from responding) to any forks in such manner as Site Operator determines in its sole and absolute discretion, and Site Operator shall not have any duty or obligation or liability to a User if such response (or lack of such response) acts to a User detriment. Without limiting the generality of the foregoing, the Site Operator’s possible and permissible responses to a fork may include: (i) honouring the EmberCurve Smart Contract System and tokens on both chains; (ii) honouring the EmberCurve Smart Contract System and tokens on only one of the chains; (iii) honouring the EmberCurve Smart Contract System and tokens in different respects or to a different extent on both chains; or (iv) any other response or policy or procedure, as determined by Site Operator in its sole and absolute discretion. Each User assumes full responsibility to independently remain apprised of and informed about possible forks, and to manage the User’s own interests and risks in connection therewith.
8.9.8 *****Essential Third-Party Software Dependencies*
The EmberCurve Smart Contract System and other smart contracts deployed to Solana are public software utilities which are accessible directly through any Solana node or indirectly through any compatible Solana wallet application which interacts with such a node. Interacting with the EmberCurve Smart Contract System does not require use of the EmberCurve applications, but the EmberCurve applications provide a convenient and user-friendly method of reading and displaying data from the EmberCurve Smart Contract System and generating standard transaction messages compatible with the EmberCurve Smart Contract System.
As EmberCurve does not provide Solana wallet software or Solana nodes, such software constitutes an essential third-party or user dependency without which EmberCurve cannot be utilised and tokens cannot be traded or used.
Furthermore, the site may utilise APIs, middleware and servers of Site Operator or third parties, and Site Operator does not guarantee the continued operation, maintenance, availability or security of any of the foregoing dependencies.
8.10 Tax Issues
The tax consequences of purchasing, selling, holding, transferring or locking tokens or otherwise utilising the EmberCurve Smart Contract System are uncertain, may vary by jurisdiction and may be adverse to a User. The Site Operator has undertaken no due diligence or investigation into such tax consequences, assumes no obligation or liability to optimise the tax consequences to any person and is not providing any tax advice.
The User is solely responsible for determining, reporting, and paying any taxes arising in connection with the User’s use of the Site, Services, Transaction Messages, or tokens. Nothing in this Agreement shall be construed as imposing any tax-related obligation on the Site Operator, and the Site Operator makes no representations regarding the tax treatment of any transaction conducted through the Site or Services.
8.11 Officers, Directors, Etc.
All provisions of these Terms which disclaim or limit obligations or liabilities of Site Operator shall also apply, mutatis mutandis, to the officers, directors, members, employees, independent contractors, agents, stockholders, debtholders and affiliates of Site Operator.
8.12 Indemnification
Each User shall defend, indemnify, compensate, reimburse and hold harmless Site Operator and each of its officers, directors, members, employees, agents and affiliates (“Indemnified Parties”) from any claim, demand, action, damage, loss, cost or expense, including without limitation reasonable attorneys’ fees, arising out or relating to (a) the User’s use of, or conduct in connection with, the Site; (b) the User’s violation of these Terms or any other applicable policy or contract of Site Operator; or (c) the User’s violation of any rights of any other person or entity.
8.13 Liability Owed to You
Notwithstanding the foregoing, and to the fullest extent provided by law, the Indemnified Parties liability to you for any damages finally awarded shall not exceed one hundred United States Dollars (USD$100.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
9. Governing Law and Dispute Resolution
9.1 Governing Law
These Terms, and any non-contractual obligations arising out of or in connection with them, shall be governed by, interpreted, and construed in accordance with the laws of the British Virgin Islands.
9.2 Good Faith Resolution and Settlement
All disputes, claims or controversies arising out of or in connection with these Terms, including any question regarding their existence, validity or termination (“Disputes”) shall be determined in accordance with this Clause 9.
In the event that a potential Dispute arises in connection with these Terms, you must email [email protected] describing the Dispute and providing relevant documents and evidence prior to commencing any action arbitration or otherwise escalating the matter. Subject to the discretion of the Site Operator, the parties will use commercially reasonable efforts to resolve the dispute within 60 days of the delivery of that email. The Dispute will be deemed finally resolved on the issuance of a binding, written settlement agreement. If the Dispute is not resolved within that period, the dispute will be referred to arbitration in accordance with Clause 9.3.
9.3 Agreement to Binding, Exclusive Arbitration
All claims, disputes and controversies directly or indirectly arising out of or in connection with or directly or indirectly relating to these Terms or any of the matters or transactions contemplated by these Terms (for the avoidance of doubt, including any claim seeking to invalidate, or alleging that, all or any part of these Terms is unenforceable, void or voidable) (such claims, disputes and controversies, collectively, “ Disputes ”) shall be resolved by confidential, binding arbitration to be seated in the British Virgin Islands and conducted in the English language by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association (the “ Rules ”). The arbitrator shall be appointed in accordance with the procedures set out in the Rules. The award or decision of the arbitrator shall be final and binding upon the parties and the parties expressly waive any right under the laws of any jurisdiction to appeal or otherwise challenge the award, ruling or decision of the arbitrator. The judgment of any award or decision may be entered in any court having competent jurisdiction to the extent necessary. If the Company elects to have a Dispute resolved by arbitration pursuant to this provision, no party hereto shall (or shall permit its representatives to) commence, continue or pursue any Dispute in any court; provided, however, that the Company shall be entitled to obtain an injunction or injunctions to prevent breaches of this provision and to enforce specifically the terms and provisions thereof, this being in addition to any other remedy to which the Company is entitled at law or in equity, and the parties hereto hereby waive the requirement of any posting of a bond in connection with such injunctive relief or specific performance.
9.4 Waiver of Jury Trial
Each of the parties hereto hereby irrevocably waives any and all right to trial by jury in any action, suit or other legal proceeding arising out of or related to these Terms or the transactions contemplated hereby.
9.5 Court Proceedings and Jurisdiction
For any court proceedings in support of or related to the arbitration (including the enforcement or permitted challenge of an award), the courts of the British Virgin Islands shall have exclusive jurisdiction. Each party irrevocably submits to that jurisdiction and waives any objection to proceedings in those courts on the grounds of inconvenient forum or improper venue.
9.6 No Class Action or Representative Actions
Users agree to bring Disputes only in their individual capacities and not as a claimant or class member in any purported class, group or representative action. If a court or tribunal finally determines that this waiver is void or unenforceable for any part of a Dispute, then that part shall proceed only before the courts of the British Virgin Islands and not in arbitration, and the parties submit to the exclusive jurisdiction of those courts for that purpose.
10. Miscellaneous
10.1 Headings
The headings and captions contained in these Terms are for convenience of reference only, shall not be deemed to be a part of these Terms and shall not be referred to in connection with the construction or interpretation of these Terms.
10.2 Successors and Assignations
These Terms shall inure to the benefit of Site Operator, the Users, and their respective permitted successors, permitted assigns, permitted transferees and permitted delegates and shall be binding upon all of the foregoing persons and any person who may otherwise succeed to any right, obligation or liability under these Terms by operation of law or otherwise. A User shall not assign any of a User’s rights or delegate any of a User’s liabilities or obligations under these Terms to any other person without Site Operator’s advance written consent. Site Operator may freely assign, transfer or delegate its rights, obligations and liabilities under these Terms to the maximum extent permitted by applicable law.
10.3 Severability
In the event that any provision of these Terms, or the application of any such provision to any person or set of circumstances, shall be determined by an arbitrator or court of competent jurisdiction to be invalid, unlawful, void or unenforceable to any extent: (a) the remainder of these Terms, and the application of such provision to persons or circumstances other than those as to which it is determined to be invalid, unlawful, void or unenforceable, shall not be impaired or otherwise affected and shall continue to be valid and enforceable to the fullest extent permitted by law; and (b) Site Operator shall have the right to modify these Terms so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consumed as originally contemplated to the fullest extent possible.
10.4 Force Majeure
The Site Operator shall not incur any liability or penalty for not performing any act or fulfilling any duty or obligation hereunder or in connection with the matters contemplated hereby by reason of any occurrence that is not within its control (including any provision of any present or future law or regulation or any act of any governmental authority, any act of God or war or terrorism, any epidemic or pandemic, or the unavailability, disruption or malfunction of the Internet, the World Wide Web or any other electronic network, the Solana network or blockchain or EmberCurve Smart Contract System or any aspect thereof, or any consensus attack, or hack, or denial-of-service or other attack on the foregoing or any aspect thereof, or on the other software, networks and infrastructure that enables the Site Operator to provide the Site), it being understood that Site Operator shall use commercially reasonable efforts, consistent with accepted practices in the industries in which the Site Operator operates, as applicable, to resume performance as soon as reasonably practicable under the circumstances.
10.5 Amendments and Modifications
These Terms may only be amended, modified, altered or supplemented by or with the written consent of the Site Operator. The Site Operator reserves the right, in its sole and absolute discretion, to amend, modify, alter or supplement these Terms from time to time. The most current version of these Terms will be posted on the Site. Any changes or modifications will be effective immediately upon the modified Agreement being posted to the Site. A User shall be responsible for reviewing and becoming familiar with any such modifications. Each User hereby waives any right such User may have to receive specific notice of such changes or modifications. Use of the Site by a User after any modification of these Terms constitutes the User’s acceptance of the modified terms and conditions. If a User does not agree to any such modifications, the User must immediately stop using the Site.
10.6 No Implied Waivers
No failure or delay on the part of the Site Operator in the exercise of any power, right, privilege or remedy under these Terms shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. The Site Operator shall not be deemed to have waived any claim arising out of these Terms, or any power, right, privilege or remedy under these Terms, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of the Site Operator, and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.
10.7 Entire Agreement
These Terms constitute the entire agreement between the parties relating to the subject matter hereof and supersede all prior or contemporaneous agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.
10.8 Rules of Interpretation
“Hereof,” “herein,” “hereunder,” “hereby” and words of similar import will, unless otherwise stated, be construed to refer to these Terms as a whole and not to any particular provision of these Terms.
“Include(s)” and “including” shall be construed to be followed by the words “without limitation”.
“Or” shall be construed to be the “inclusive or” rather than “exclusive or” unless the context requires otherwise.
Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of these Terms.
Clause titles, captions and headings are for convenience of reference only and have no legal or contractual effect.
Whenever the context requires:
- the singular number shall include the plural, and vice versa;
- the masculine gender shall include the feminine and neuter genders;
- the feminine gender shall include the masculine and neuter genders; and
- the neuter gender shall include the masculine and feminine genders.
Except as otherwise indicated, all references in these Terms to “Sections,” “Clauses,” etc., refer to sections, clauses, etc. of these Terms.
The captions identifying the various sections and subsections of these Terms are for reference only and do not define, modify, expand, or limit any of the provisions of these Terms and shall not affect the interpretation of these Terms.