✍️Quantum - Terms & Conditions
These terms and conditions (“Terms”) constitute a legal agreement between Birthday Research Ltd. (“Birthday Research”, “we”, “us”, or “Company”) and you under which you can utilise the Quantum Bridge services that may be offered by Birthday Research.
“You” refers to any person accessing, or using any Services as accessible through, our websites located at https://defichain.com/ and any other website operated by Birthday Research on which these Terms are posted (collectively, the “Sites”).
You and the Company shall hereinafter be referred to individually as a “Party”, and collectively as the “Parties”.
1.1. Birthday Research provides a website-hosted user interface (the “Interface”) for accessing the Quantum Bridge, a protocol that connects and runs on the Ethereum and DeFiChain blockchains (the “Protocol”), and related content and functionality to you through the Sites and through our related technologies (collectively, the Interface, Protocol and Sites, including all existing and any updated or new features, functionality and technology, the “Service”).
1.2. All access and use of the Service is subject to these Terms (as amended from time to time). By accessing, browsing, or otherwise using the Sites, the Interface, or any other aspect of the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are using the Service on behalf of an entity or other organization, you are agreeing to these Terms for that entity or organization and representing to Birthday Research that you have the authority to bind that entity or organization to these Terms (and, in which case, the terms “you” and “your” will refer to that entity or organization).
1.3. PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN AN ARBITRATION AGREEMENT, CLASS ACTION WAIVER, AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS THAT WILL IMPACT ANY DISPUTE RESOLUTION.
THE ARBITRATION AGREEMENT AT CLAUSE 7 HEREIN REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION.
FURTHER,
YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST BIRTHDAY RESEARCH ON AN INDIVIDUAL BASIS, AND YOU IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO SERVE AS A REPRESENTATIVE OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING,
YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND
YOU AGREE THAT YOU WILL NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.
1.4. We reserve the right, at our sole discretion, to revise these Terms at any time with or without notice to you and any changes will be posted on this page. These changes shall take effect from the date of upload and your continued access or use of the Sites and/or the Services from such date shall be deemed to constitute acceptance of the new Terms. It shall be your sole responsibility to check the Sites for such changes from time to time. If you do not agree to these Terms, you are EXPRESSLY PROHIBITED from using the Sites and must discontinue your access, browsing, or usage (or continued access, browsing, or usage) of the Service.
1.5. If you breach any of the Terms, your authorization to use the Interface, the Protocol, the Sites, the Service and/or any content on the Sites will automatically terminate. Any content downloaded, printed, or otherwise saved from the Site, whether authorized or unauthorized, must be immediately destroyed. Birthday Research reserves the right to pursue any additional legal or equitable remedies.
1.6. No information contained in or on, and no part of the following:
1.6.1. the Sites;
1.6.2. any electronic sites, communication or applications directly or indirectly linked to the Sites; or
1.6.3. any other information or document,
shall constitute part of these Terms (unless otherwise stated on the Sites or in these Terms), and no representations, warranties or undertakings are or are intended or purported to be given by Birthday Research in respect of any information contained in or on the Sites.
2.1. The Service is provided on an “as is” and “where is” basis and, to the maximum extent permitted under applicable law, Birthday Research makes no warranty of any kind, express or implied, by statute or otherwise, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement. Birthday Research does not warrant that the service will function uninterrupted, that it will meet your requirements or expectations, that it is error-free, or that any errors will be corrected. You acknowledge and agree that to the extent permitted by applicable law, your use of the Quantum Bridge is at your sole responsibility and risk.
2.2. There may be partial or total loss of your cryptographic asset, digital asset or virtual currency (“Digital Assets”) arising from the transfer to or from, holding, placement or storage, of your Digital Assets with the Quantum Bridge. For example, without limitation, a loss may be incurred when any digital assets collateral are compromised as a result of technological faults, smart contract bugs or a cyber-attack on the Quantum Bridge, DeFiChain, or Birthday Research. In no event will Birthday Research be liable to you for: -
2.2.1. any lost profits,
2.2.2. periods of high volume, illiquidity, or volatility in any such market for any Digital Asset or market disruption of any kind, and/or
2.2.3. Incidental, indirect, special, or consequential damages,
arising out of your use or inability to use the Quantum Bridge, even if advised of the possibility of such damages or potential liabilities.
2.3. Birthday Research expressly disclaims all liability for any losses including but not limited to losses due to source code weaknesses, theft, hacking, cyber-attacks, and slashing.
2.4. Understanding cryptographic token technology requires technical knowledge
2.4.1. Cryptographic tokens are complex and are often described in exceedingly technical language that may require a comprehensive understanding of applied cryptography and computer science in order to appreciate the inherent risks. By accessing and using the Service, you represent and warrant that you have a basic degree of understanding of the risks, operation, functionality, usage, storage, transmission mechanisms, and other material characteristics of digital ledger and blockchain assets, cryptographic tokens such as those following the Ethereum token standard (ERC-20), bridging across different blockchain solutions, digital ledger and blockchain-based software systems, cryptographic token wallets or other related token storage mechanisms, digital ledger and blockchain technology, proof-of-stake mechanisms, Staking, Options and smart contract technologies.
2.5. Inherent Volatility and Risks
2.5.1 You understand that the markets for Digital Assets are highly volatile. There is no assurance that an active or liquid market for the Digital Assets will continue to remain or develop. As such, there is no assurance that your Digital Assets will have any value. The Digital Assets are not a currency issued by any central bank or national, supra-national or quasi-national organisation, nor are they backed by any hard assets or other credit. Sale and purchase of the Digital Assets depends on the consensus on their value between the relevant market participants, there is no guarantee as to the liquidity or market price of the Digital Assets to any extent at any time.
2.5.2 The availability of Digital Assets on the Quantum Bridge do not indicate approval or disapproval of the underlying technology regarding any Staking Network, Liquidity Mining Network, and/or Digital Assets, and should not be used as a substitute for your own understanding of the risks specific to each Staking Network, Liquidity Mining Network, and Digital Asset.
2.5.3. You acknowledge and accept that the costs and speed of transacting with cryptographic and blockchain based systems such as DeFiChain and Ethereum are variable and may increase sharply at any time.
2.5.4. You further acknowledge and accept the risk that your Digital Assets may lose some or all of their value while they are supplied to the Protocol through the Interface. You may also suffer loss due to the fluctuation of your Digital Assets in a trading pair or liquidity pool, and may experience significant price slippage and cost.
2.5.5. You further acknowledge that we are not responsible for any of these variables or risks, and cannot be held liable for any resulting losses that you experience while accessing or using the service. accordingly, you understand and agree to assume full responsibility for all of the risks of accessing and using the Service, including the Interface to interact with the Protocol.
3.1. Legal and compliance requirements on eligibility
3.1.1. “Disqualified Person/Entity” means (a) any person or body corporate seeking to access the Sites / use the Services from within the Excluded Jurisdictions; (b) any person or body corporate who or which is currently the subject of any sanction administered by the OFAC or any other United States government authority, is designated as a "Specially Designated National" or "Blocked Person" by OFAC; (c) any person (being a natural person) who is citizen of, domiciled in, or resident of, a country whose laws prohibit or conflict with the access of the Sites or use of the Services; and/or (d) anybody corporate that is incorporated in, domiciled in, or organised in, a country whose laws prohibit or conflict with the access of the Sites or use of the Services;
3.1.2. Access to the Sites is intended for and extended only to, and the Services are intended for and extended only to, a person or body corporate who is not a Disqualified Person/Entity.
3.1.3. Accordingly, you are not eligible to access the Sites or use the Services if you are a Disqualified Person/Entity. If you are a Disqualified Person/Entity, or if you are acting on behalf of a Disqualified Person/Entity, you must exit the Sites and cease usage of all Services immediately.
3.1.4. You also agree to comply and to be solely liable to assure compliance by you and/or your clients (where applicable) with all applicable laws and regulation including, without limitation, any anti-money laundering laws, consumer protection laws and tax laws and regulations as shall be from time to time.
3.2 Modification, suspension, or termination of the Service
3.2.1. Birthday Research reserves the right to modify, suspend, or discontinue the Service (or any part thereof) with or without notice. You agree that Birthday Research will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
3.2.2. We may also have to cease operations in a jurisdiction that makes it illegal to operate in such jurisdiction, or make it commercially unviable or undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction.
4.1. If you are blocked by Birthday Research from accessing the Service (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address or virtual private network).
4.2. No professional advice
4.2.1. None of the information available on the Sites or made available to you in relation to the use of Services constitutes any advice, including but not limited to legal, tax, financial or trading advice. Before you make any financial, legal, or other decisions involving the Service, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate.
4.2.2. We do not act as your custodian, fund manager, trustee or investment adviser and no fiduciary relationship exists between you and Birthday Research, the DeFiChain Foundation, and/or the DeFiChain blockchain. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed and/or waived.
4.3. Intellectual property
4.3.1. By using the Services, you confirm that you have not, and you will not, aid, abet, encourage or induce any third party to engage in any intellectual property infringement through any transactions, activities, and/or actions that: -
4.3.1.1. (whether or not involving items) infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the law without our express prior written consent;
4.3.1.2. modify, copy, reproduce, retransmit, distribute, sell, publish, broadcast, create derivative works from, or store proprietary or confidential data or other similar information provided via the Sites, without our express prior written consent;
4.3.1.3. make use of intellectual property, name, or logo, including use of trade or service marks belonging to Birthday Research, without express consent from us or in a manner that otherwise harms Birthday Research;
4.3.1.4. reverse engineer or disassemble any aspect of the Services in an effort to access any source code, underlying ideas and concepts, and algorithms which are not already publicly disclosed or expressly authorised by Birthday Research (e.g., to the extent any of the Protocol is made available under an open source license); and/or
4.3.1.5. implies an untrue endorsement by or affiliation with Birthday Research.
4.3.2. Other company, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Birthday Research.
4.4. Third-Party material or content
4.4.1. You agree that Birthday Research shall not be liable in any way for any content or materials of any third parties (including users), including for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content.
4.4.2. Birthday Research and its designees will have the right to remove from the Site any content in Birthday Research’s sole discretion. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.
4.5. Third-Party services
4.5.1. This Service may provide access to or allow you to connect services, sites, technology, applications and resources that are provided or otherwise made available by third parties (the “Third-Party Services”). Your access and use of the Third-Party Services may also be subject to additional terms and conditions, privacy policies, or other agreements with such third party. Birthday Research has no control over and is not responsible for such Third-Party Services, including for the accuracy, availability, reliability, or completeness of information shared by or available through Third-Party Services, or on the privacy practices of Third-Party Services.
4.5.2. You may be subject to additional terms and conditions that may apply when you use Third-Party Services, third-party content or third-party software embedded, utilised, or linked on the Sites. We encourage you to review the terms and conditions as well as privacy policies of the third parties providing Third-Party Services prior to using such services.
4.5.3. You, and not Birthday Research, will be responsible for any and all costs and charges associated with your use of any Third-Party Services.
4.5.4. The integration or inclusion of such Third-Party Services does not imply an endorsement or recommendation.
4.5.5. Any dealings you have with third parties while using the Service are between you and the third party. Birthday Research will 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 Third-Party Services.
5.1. You agree to defend, indemnify, and hold harmless Birthday Research, its affiliates, and its and their respective officers, employees, directors, service providers, licensors, and agents (collectively, the “Birthday Research Parties”) from any and all losses, damages, expenses, including reasonable legal fees, rights, claims, actions of any kind, and injury (including death) arising out of or relating to your use of the Service, Your Apps, any User Content, your connection to the Service, your violation of these Terms, your violation of any rights of another, and/or a breach of any warranty, representation, or obligation hereunder. Birthday Research will provide notice to you of any such claim, suit, or proceeding. Birthday Research reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, and you agree to cooperate with any reasonable requests assisting Birthday Research’s defense of such matter. You may not settle or compromise any claim against the Birthday Research Parties without Birthday Research’s written consent.
5.2. You expressly agree that you assume all risks in connection with your access and use of the Service, and expressly waive and release Birthday Research from any and all resultant and/or related liability, claims, causes of action, or damages. In giving this release, which includes claims which may be unknown at present, you represent, warrant and agree that you have been fully advised by your solicitor of applicable laws relating to release of liability, such as Section 1542 of the Civil Code of the State of California, which states that: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or releasing party.” You expressly waive and relinquish all rights and benefits under that Section and any comparable statute or doctrine that may be applicable to you.
6.1. As far as permitted under applicable law, you agree that the Birthday Research Parties will not be liable for any indirect, incidental, special, consequential, exemplary damages, or damages for loss of profits including damages for loss of goodwill, use, or data or other intangible losses (even if Birthday Research has been advised of or should have known the possibility of such damages), whether based on contract, tort, strict liability, or otherwise, resulting from (a) the use or the inability to use the service; (b) the cost of procurement of substitute goods and services resulting from or related to your use of the Service; (c) unauthorized access to or alteration of your transmissions or data; (d) interruption or cessation of function related to the interface; (f) bugs, viruses, trojan horses, or the like that may be transmitted to or through the interface; (g) errors or omissions in, or loss or damage incurred as a result of the use of, any content made available through the interface; or (h) any other matter relating to the service.
6.2. In no event will the Birthday Research Parties’ total liability to you for all damages, losses, or causes of action exceed the amount you have paid Birthday Research in fees in the last three (3) months, or, if greater, one hundred U.S. dollars (US$100).
6.3. You hereby agree to waive all rights to assert any claims under Applicable Laws and agree that you may make claims based only on these Terms.
6.4. Some jurisdictions do not allow the disclaimer or exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. accordingly, some of the above limitations of liability may not apply to you or be enforceable with respect to you. If you are dissatisfied with any portion of the service or with these Terms, your sole and exclusive remedy is to discontinue use of the service.
7.1. You and Birthday Research agree that any and all disputes or claims that have arisen or may arise between you and Birthday Research, whether arising out of, relating to, or in connection with these Terms (including any alleged breach, and any question regarding the existence, validity or termination of the Terms and/or this Arbitration Agreement), the Service, any advertising and/or marketing, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement.
7.2. The arbitration shall be administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore, and the Tribunal shall consist of one (1) arbitrator with reasonable experience, qualifications and/or knowledge in blockchain technologies, unless the parties agree otherwise, or if Parties are unable to engage a suitable arbitrator. The language of the arbitration shall be English.
7.3. You agree that, by entering into these Terms, you and Birthday Research are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury.
7.4. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
7.5. PROHIBITION OF CLASS AND REPRESENTATIVE ACTIONS.
7.5.1. YOU AND BIRTHDAY RESEARCH AGREE THAT PARTIES MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND BIRTHDAY RESEARCH AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING.
7.5.2. THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S).
7.6. Severability
7.6.1. If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection 7.5 above titled “Prohibition of Class and Representative Actions”) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified.
7.6.2. If a court or the arbitrator decides that any of the provisions of subsection 7.5 above titled “Prohibition of Class and Representative Actions” are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms will continue to apply.
8.1. Entire Agreement
8.1.1. These Terms contain the entire agreement and the understanding between the Parties and supersedes all prior agreements, understandings or arrangements (both oral and written) in relation to the use of the Service.
8.1.2. In the event that Birthday Research discovers that you, in your use of the Service, have engaged in any unfair, excessive or abusive usage or conduct, Birthday Research reserves the right to take such actions as may be necessary, to the fullest extent possible under law, to protect the Birthday Research Parties, DeFiChain, and/or the DeFiChain Foundation from any loss.
8.2. These Terms shall be governed by, and construed in accordance with, the laws of the Republic of Singapore, without regard to any conflict of law provisions or regulations.
8.3. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Birthday Research submit to the personal and exclusive jurisdiction of the courts of the Republic of Singapore.
8.4. No waiver
8.4.1. Any failure by Birthday Research to enforce these Terms or to assert any right(s), claim(s) or causes of action against you under these Terms shall not be construed as a waiver of the right of Birthday Research to assert any right(s), claim(s) or causes of action against you.
8.5. Severance and partial invalidity
8.5.1. If any of these Terms is rendered void, illegal or unenforceable by any legislation to which it is subject, it shall be rendered void, illegal or unenforceable to that extent and no further and, for the avoidance of doubt, the rest of these Terms shall continue to be valid and in full force and effect.
8.5.2. The illegality, invalidity or unenforceability of any provision of these Terms under the law of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction nor the legality, validity or enforceability of any other provision.
8.6. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
8.7. Subject to these Terms, only you and no other person shall have the right to any claim against Birthday Research in connection with the Service. You shall not assign, trade or transfer, or attempt to assign, trade or transfer, your right to any such claim. Any such assignment or transfer shall be void and shall not impose any obligation or liability on Birthday Research to the assignee or transferee. Birthday Research may assign or transfer these Terms, in whole or in part, without restriction.
8.8. Force Majeure
8.8.1. We may, in our reasonable opinion, determine that a Force Majeure Event exists. A “Force Majeure Event” will include, but is not limited to, the following: (i) any act, event or occurrence (including without limitation any strike, riot or civil unrest, act of terrorism, war, industrial action, acts and regulations of any governmental or supra national bodies or authorities) that, in our opinion, prevents us from providing the Services; (ii) the suspension or closure of any exchange or the nationalisation, government sequestration, abandonment or failure of any instrument on which we are based, or to which we in any way relate, our quote, or the imposition of limits or special or unusual terms on the trading in any such market or on any such event; (iii) periods of high volume, illiquidity, or volatility in any such market for any Digital Asset or market disruption of any kind; (iv) the occurrence of an excessive movement in the level of any transaction and/or exchange or our anticipation (acting reasonably) of the occurrence of such a movement; (v) any breakdown or failure of transmission, communication or computer facilities, interruption of power supply, or electronic or communications equipment failure; or (vi) the failure of any relevant supplier, financial institution, intermediate broker, agent or principal of ours, custodian, sub-custodian, dealer, exchange, clearing house or regulatory or self-regulatory organisation, for any reason, to perform its obligations.
8.8.2. If we determine that a Force Majeure Event exists, we may without notice and at any time, acting reasonably, take such steps as we deem reasonable to mitigate any adverse effects of the Force Majeure Event, but shall not be liable to you for the nature of such decisions or any related acts of omissions.
8.8.3 You agree that we will not be liable in any way to you or to any other person in the event of a Force Majeure Event, nor for our actions pursuant to this Paragraph if we decide to take such action.
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