Please review these Terms of Use of Dexter (the "Terms") carefully, as they set forth legally binding terms and conditions between you and the Company (as defined below) that govern your access and/or use of: (a) the website located at https://dexter.zone/ (the "Website"); (b) the Dexter Smart Contracts (as defined below); and (c) the Persistence Chain (as defined below) on which the Dexter Smart Contracts (as defined below) are deployed, including related trademarks, and other intellectual property, whether such access and/or use is via (i) the Website ("Website Access") or (ii) command line, locally installed programs, Software Development Kits ( "SDK"), software code and blockchain and smart contract explorers (collectively "Direct Access"). These Terms are to be read together with the provisions set forth in our privacy policy found at [Privacy Policy] ("Privacy Policy").
For purposes of these Terms, the Website, the Dexter Smart Contracts and Persistence Chain shall be collectively referred to as "Dexter". By accessing and/or using Dexter, you ("you" or the "User") agree to these Terms on behalf of yourself and any entity you represent, and you represent and warrant that you have the right and authority to do so.
Dexter is not intended for (a) access and/or use by Excluded Persons (as defined below); or (b) access and/or use by any person or entity in, or accessing or using the Website from, an Excluded Jurisdiction. Accordingly, Excluded Persons (as defined below) should not access and/or use Dexter.
The Website is owned and operated by Vincere OpCo Ltd. ("Company"), an entity formed under the laws of the British Virgin Islands and the Dexter Smart Contracts (as defined below) are copyrighted works belonging to the Company and/or its Affiliate(s) (each of User and Company, a "Party", and collectively, the "Parties").
You acknowledge that you shall be deemed to have accepted these Terms by accessing and/or using Dexter–whether by Website Access or Direct Access.
Company reserves the right to change these Terms in its sole discretion from time to time. The "Date Last Revised" specified on these Terms indicates the date on which the Terms were last changed. You will be notified of those changes and given the opportunity to review and accept the updated Terms when you next access and/or use Dexter. Your acceptance of, and/or your continued access and/or use of Dexter following notice of, the updated Terms shall indicate your acknowledgement of, and agreement to be bound by, such the updated Terms.
(a) effect Token Swaps (as defined below) of digital assets supported by Dexter ("Dexter Supported Tokens") on the Persistence Chain and across other IBC-enabled blockchains ("Dexter Supported Blockchains") on a non-custodial basis;
(b) provide liquidity ("Liquidity Provision") in respect of Dexter Supported Token pairs and/or compositions of more than two Dexter Supported Tokens (as the case may be) (collectively, "Liquidity Token Composition") by way of :
(i) transfer of such Liquidity Token Composition to a Dexter Supported Blockchain address associated with a liquidity pool smart contract ("Liquidity Pool") which is a part of the Dexter Smart Contracts designated for non-custodial holding of Dexter Supported Token pairs with a view to providing liquidity to facilitate other Users' Token Swaps; and
(ii) in return, receive Liquidity Pool tokens ("LP Tokens") representing the proportion of overall liquidity contributed by User in the respective Liquidity Pool, which LP Tokens may be used in conjunction with other composable features or platforms; and
(c) effect Liquidity Provision through single-sided liquidity provision – whereby a User who wishes to apportion the relevant proportion of such User's Dexter Supported Token(s) (of a single type) to be swapped for another Dexter Supported Token-type using Token Swap in order to compose the relevant Liquidity Token Composition for the relevant Liquidity Pool – can do so in a seamless manner using the single-sided liquidity provision function on Dexter; and
(d) such other functions or features as may be provided through Dexter.
(a) "Affiliates" of an entity means the owners, directors, officers, employees, advisors, and agents of such entity and companies in which such entity has an interest;
(b) "Persistence Chain" means the blockchain known as Persistence Core-1 chain developed based on the Cosmos SDK;
(c) "Dexter Documentation" means the document repository accessible at https://docs.dexter.zone and all its associated links;
(d)"IBC" means the Inter-Blockchain Communication Protocol; and
(e)"Supported Wallet" in relation to Dexter, means such digital wallet of User as may be supported by Dexter;
(f)"Token Swap" refers to the function on Dexter which enables a user to swap one Dexter Supported Token with another from the liquidity provided in the relevant Liquidity Pool;
a reference to:
(a) a "person" includes a reference to any individual, body corporate, unincorporated association or partnership;
(b) an agreement or other document is a reference to that agreement or document as from time to time supplemented or amended;
(c) the masculine gender includes the feminine and neuter genders and vice versa;
(d) the singular includes the plural and vice versa; and
(e) any law or regulation is a reference to that law or regulation as amended from time to time and, where the same has been repealed, to any re-enactment or replacement of the same.
(a) The Website is a user interface designed by Company to facilitate use of the Dexter Smart Contract by providing a user-friendly interface to access and/or use the Dexter Smart Contracts, although the Dexter Smart Contracts are also accessible / can be used via Direct Access. Company may modify or discontinue support for the Website at any time, in its sole discretion.
(b) You are hereby granted a non-exclusive, non-transferable, revocable, limited licence to electronically access and use the Website in the manner described in these Terms. You do not have the right, and nothing in these Terms shall be construed as granting you the right, to sub-license any rights in connection with the access and/or use of the Website. Company may revoke or terminate this licence at any time if you use, or attempt to use, the Website in a manner prohibited by these Terms, or if your rights under these Terms are terminated pursuant to Section 7.
(a) Company has led the development of and has deployed ("Deployment") the Dexter Smart Contracts on the Persistence Chain.
(b) Apart from Website Access and Direct Access, the Dexter Smart Contracts may also be accessible now or in the future through other applications built on the Persistence Chain. On Deployment, the Dexter Smart Contracts hold no digital assets.
(c) The Dexter Smart Contracts are open-source software accessible at the Github Page, and are maintained and modifiable by the Company (and/or its Affiliates). You agree that save for the right to access and/or use the Dexter Smart Contracts on the terms expressly provided herein, you shall not acquire and/or own any legal right, title and/or interest in the Dexter Smart Contracts or any intellectual property rights associated thereto, which shall be wholly owned by the Company (and/or its Affiliates).
(a) Transaction fees ("Transaction Fees") shall be chargeable to a User for certain Dexter-related transactions (each, a "Dexter Transaction") – whether in relation to Token Swap or in relation to Liquidity Provision or creation of pools on Dexter – whether executed through the Dexter Smart Contracts, or otherwise. Please refer to the Website or the Dexter Documentation for the relevant fees which may change from time to time.
(b) User hereby consents to such fees being debited from such User's Dexter Supported Blockchain-compatible wallet that such User connects to the Dexter Smart Contracts for purposes of effecting a Dexter Transaction, at the time such Dexter Transaction is processed. Similar transaction fees may also be levied on Users accessing and using the Dexter Smart Contracts via Direct Access.
(c) Such Transaction Fees may be subject of variation through on-chain governance with such variation implemented by Company via variations to the Dexter Smart Contracts.
(d) Non-circumvention. You agree not to do anything, including the use of any technology such as virtual private networks (VPN) for the purposes of circumventing these Terms.
(e) Sole and exclusive use of IP address: You shall not use another person’s IP address and neither will you allow another person to use your IP address associated with your use of Dexter. You hereby declare and represent that the IP address associated with your use of Dexter is unique and exclusive to you and shall remain as such.
(a) Token Swaps may be effected via the "Swap" feature accessible through the Website or Direct Access;
(b) A User accessing and/or using Dexter to effect Token Swaps is deemed to have read and understood the Dexter Documentation, and acknowledges and accepts all risks and fees relating to Token Swaps, including but not limited to:
(i) all Transaction Fees incurred in connection with Token Swaps;
(ii) risks associated with slippage and/or lack of liquidity available on Dexter; and
(iii) technological risks associated with blockchain technology, smart contracts, on which Dexter is developed, which may be subject of potential hacks, exploits and compromise (including risks associated with third-party integrations available for use in association with Dexter e.g. Keplr).
The Company and its Affiliates shall have no responsibility for any loss occasioned to such User who shall have no claim against Company and its Affiliates in respect thereof.
(a) User may effect Liquidity Provision in respect of Dexter Supported Token pairs and earn rewards in respect of such Liquidity Provision through the "Pool" feature accessible via Website Access or Direct Access;
(b) A User accessing and/or using Dexter for Liquidity Provision is deemed to have read and understood the Dexter Documentation, and acknowledges and accepts all risks and fees relating to Liquidity Provision, including but not limited to:
(i) all Transaction Fees incurred in connection with Token Swaps;
(ii) risks associated with slippage and/or lack of liquidity available on Dexter;
(iii) risks associated with impermanent loss, loss of opportunity, and/or token-exchange rate loss relative to User's position before and after Liquidity Provision; and
(iv) technological risks associated with blockchain technology, smart contracts, on which Dexter is developed, which may be subject of potential hacks, exploits and compromise (including risks associated with third-party integrations available for use in association with Dexter e.g. Keplr).
The Company and its Affiliates shall have no responsibility for any loss occasioned to such User who shall have no claim against Company and its Affiliates in respect thereof.
(a) User is at least eighteen (18) years of age, and has the full right, power and authority to access and/or use the Interface (including the tools made available via the Interface), and to enter into and comply with these Terms;
(b) User is not prohibited and/or restricted under the laws of any jurisdiction applicable to User from accessing and/or using the Interface, and/or from using the Supported Wallet in connection with User's use of Dexter;
(c) User is compliant with all laws of any jurisdiction applicable to User in relation to User's access and/or use of Interface and acknowledges and agrees that the Dexter Group is not liable for User's compliance or non-compliance with any such laws;
(d) User is not an Excluded Person (as defined below), and User is not accessing and/or using Dexter from an Excluded Jurisdiction (as defined below);
(e) User has not had User's access or use of Dexter previously terminated or revoked for any reason whatsoever;
(f) User will not, and will not attempt to, authorize anyone other than User to access and/or use Dexter using a Supported Wallet owned by User, or otherwise engage in Prohibited Use (as defined below) of such Supported Wallet;
(g) User is the legal and beneficial owner of, or is authorized by the owner of the Supported Wallet to hold and/or deploy, the Dexter Supported Token; and
(h) User is knowledgeable in using and evaluating blockchain technologies and related blockchain-based digital assets, including Dexter, Dexter Supported Tokens and Supported Wallets, and User has evaluated and understand the use of Dexter and has not relied on any information, statement, representation, or warranty, express or implied, made by or on behalf of Dexter Group with respect to Dexter whether as regards the suitability, reliability, security or otherwise of Dexter and/or Dexter Smart Contracts.
Each and all of User's above representations and warranties are true, complete, accurate and not misleading from the time of User's acceptance of these Terms and are deemed repeated each time User uses the Interface.
For purposes of these Terms:
4.1.1 the United States of America and its territories and possessions (collectively "United States");
4.1.2 the People's Republic of China;
4.1.3 a jurisdiction identified by the Financial Action Task Force (FATF) for strategic AML/CFT deficiencies and included in FATF's listing of "High-risk and Other Monitored Jurisdictions" accessible at http://www.fatf-gafi.org/publications/high-risk-and-other-monitored-jurisdictions (as may be updated from time to time); and/or
4.1.4 a jurisdiction in which Dexter and the use of which are prohibited or would be subject of licensing, permissions or approvals.
4.2.1 a person who is:
(a) a citizen of an Excluded Jurisdiction (which for purposes of this Section 6.2.1(a) shall not include United States);
(b) domiciled in, resident of, or physically present / located in an Excluded Jurisdiction;
4.2.2 a body corporate:
4.2.2.1 which is incorporated in, or operates out of, an Excluded Jurisdiction; or
4.2.2.2 which is under the control of one or more individuals who is/are citizen(s) of, domiciled in, residents of, or physically present / located in, an Excluded Jurisdiction;
4.2.3 an individual or body corporate accessing and/or using Dexter from within an Excluded Jurisdiction;
4.2.4 an individual or body corporate included in United Nations Consolidated List (accessible at https://www.un.org/securitycouncil/content/un-sc-consolidated-list);
4.2.5 an individual or body corporate which is otherwise prohibited or ineligible in any way, whether in full or in part, under any laws applicable to such individual or body corporate from accessing and/or using Dexter; and/or
4.2.6 a U.S. person.
4.3.1 any natural person resident in the United States;
4.3.2 any partnership or corporation organized or incorporated under the laws of the United States;
4.3.3 any estate of which any executor or administrator is a U.S. person;
4.3.4 any trust of which any trustee is a U.S. person;
4.3.5 any agency or branch of a foreign entity located in the United States;
4.3.6 any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;
4.3.7 any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States;
4.3.8 any partnership or corporation if:
(a) organized or incorporated under the laws of any foreign jurisdiction; and
(b) formed by a U.S. person principally for the purpose of investing in securities not registered under the Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Regulation D of the Securities Act of 1933 of the United States of America) who are not natural persons, estates or trusts; and
4.3.9 any citizen of United States who is a military personnel of United States who is not resident in or outside of the United States,
but does not include :
4.3.10 any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States;
4.3.11 any estate of which any professional fiduciary acting as executor or administrator is a U.S. person if:
(a) an executor or administrator of the estate who is not a U.S. person has sole or shared investment discretion with respect to the assets of the estate; and
(b) the estate is governed by foreign law;
4.3.12 any trust of which any professional fiduciary acting as trustee is a U.S. person, if a trustee who is not a U.S. person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. person;
4.3.13 an employee benefit plan established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country;
4.3.14 any agency or branch of a U.S. person located outside the United States if:
(a) agency or branch operates for valid business reasons; and
(b) the agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located; and
4.3.15 The International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, and their agencies, affiliates and pension plans, and any other similar international organizations, their agencies, affiliates and pension plans.
User shall not, directly or indirectly:
5.1.1 in violation of any law, rule, or regulation of any jurisdiction that is applicable to User; and/or
5.1.2 in violation or breach of these Terms and/or any other document from time-to-time governing User access and/or use of Dexter;
(collectively, "Prohibited Uses").
8.1.1 DEXTER IS PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS BY THE COMPANY, AND THE DEXTER GROUP EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT.
8.1.2 THE DEXTER GROUP HAS NOT MADE AND MAKES NO REPRESENTATION, WARRANTY AND/OR CONDITION OF ANY KIND THAT DEXTER WILL MEET USER'S REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE.
8.1.3 NEITHER DEXTER NOR ANY OF ITS AFFILIATES IS USER'S BROKER, AGENT, TAX OR LEGAL ADVISOR, AND HAS NO FIDUCIARY RELATIONSHIP WITH OR OBLIGATION TO USER. NO COMMUNICATION OR INFORMATION PROVIDED BY DEXTER OR ANY OF ITS AFFILIATES IS INTENDED AS OR SHALL BE CONSTRUED AS INVESTMENT, FINANCIAL, TAX, LEGAL OR ANY OTHER KIND OF ADVICE. THE DEXTER GROUP SHALL NOT BE LIABLE FOR ANY DECISIONS USER MAKES TO ACCESS AND/OR USE DEXTER.
8.1.4 TO THE EXTENT THAT APPLICABLE LAW REQUIRES OR IMPOSES ANY REPRESENTATION, WARRANTY AND/OR CONDITION WITH RESPECT TO USER'S ACCESS AND/OR USE OF DEXTER, ALL SUCH REPRESENTATION, WARRANTY AND/OR CONDITION ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST ACCESS AND/USE BY USER OF DEXTER.
(a) WHETHER PURSUANT TO THESE TERMS; AND/OR
(b) WHETHER FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION,
WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF USD100. THE EXISTENCE OF MORE THAN ONE CLAIM BY USER WILL NOT ENLARGE THIS LIMIT.
10.1.1 User's access and/or use of Dexter;
10.1.2 User's violation of these Terms; and
10.1.3 User's violation of laws or regulations applicable to User's access and/or use of Dexter.
User is solely responsible for determining the tax implications and tax reporting requirements associated with transactions User engages in using Dexter, and for paying any applicable taxes in each applicable jurisdiction. Neither Dexter nor any of our Affiliates shall be responsible for determining whether there are tax implications in connection with transactions involving User's use of Dexter, for reporting any such transactions, or for paying any applicable taxes.
User acknowledges and agrees to the following:
12.3.1 financial or investment advice. We do not provide any view on the merits of any particular investment. Any information provided is for educational purposes and to keep investors informed of prices, ranges, and volatility of digital assets and derivatives thereof. No person in the Dexter Group acts as your broker, intermediary, agent or advisor in any capacity; and
12.3.2 any marketing, promotion or offer for any product or investment to User or any third party. User shall be solely responsible for any losses, damages or costs resulting from User's reliance on any data or information on the Website or otherwise. User shall be responsible for User's decisions relating to Dexter which are User's own.
13.2.1 consents to receive communications from the Company in any electronic form; and
13.2.2 acknowledges and agrees that all terms and conditions, agreements, notices, disclosures, and other communications that the Company provides to User electronically satisfy any legal requirement that would also be satisfied if such communications were to be in a hardcopy writing.
These Terms (read together with our Privacy Policy) constitute the entire agreement between User and the Company regarding User's access and/use of Dexter.
If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
Nothing contained in these Terms will be deemed to be construed as creating a partnership or an agency relationship or joint venture between User, the Company and/or any of our Affiliates.
These Terms, and User's rights thereunder, may not be assigned, without the Company's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The Company may freely assign these Terms and our respective rights thereunder.
A waiver by the Company of any right or remedy under these Terms shall only be effective if it is in writing, executed by a duly authorized representative of the Company and shall apply only to the circumstances for which it is given. Failure of the Company to exercise or enforce any right or remedy under these Terms shall not operate as a waiver of such right or remedy, nor shall it prevent any future exercise or enforcement of such right or remedy, and no single or partial exercise of any right or remedy shall preclude or restrict the further exercise of any such right or remedy or other rights or remedies.
Save for the Company's Affiliates who shall have the rights and benefits to the extent accorded thereto under these Terms, any person who is not a Party shall have no right under the Contracts (Rights of Third Parties) Act (Chapter 53B) of Singapore to enforce any of these Terms.
The agreement as shall be constituted by User's acceptance of these Terms, and any dispute or claim arising out of or in connection with the subject matter or formation (including non-contractual disputes or claims) of such agreement, shall be governed by and construed in accordance with the law of Singapore.
The Parties agree that any dispute or claim arising out of or in connection with the subject matter or formation (including non-contractual disputes or claims) of these Terms shall be by arbitration, and judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant Party or its assets. The arbitration shall be conducted under the rules of the Singapore International Arbitration Centre ("SIAC"). The arbitral tribunal shall consist of a sole arbitrator to be appointed by the President of the SIAC. The seat of the arbitration shall be Singapore. The language of the arbitration shall be English. The arbitration agreement shall be governed by Singapore law.
If any provisions of these Terms are found by any court or tribunal of competent jurisdiction to be invalid, void, unlawful or unenforceable under any applicable law, such unenforceability or invalidity shall not render these Terms unenforceable or invalid as a whole, and such provisions shall be deleted without affecting the remaining provisions herein.
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