THE PLATFORM (AS DEFINED BELOW) IS NOT AVAILABLE TO RESTRICTED PERSONS. A "RESTRICTED PERSON" MEANS ANY PERSON OR ENTITY THAT: (A) RESIDES IN, IS LOCATED IN, IS INCORPORATED IN, IS ORGANIZED IN, OR HAS A REGISTERED OFFICE IN THE REPUBLIC OF PANAMA, THE UNITED STATES OF AMERICA OR ANY OF ITS TERRITORIES, POSSESSIONS OR DISTRICTS (COLLECTIVELY, THE "UNITED STATES"), OR CANADA; (B) RESIDES IN, IS LOCATED IN, IS INCORPORATED IN, IS ORGANIZED IN, OR HAS A REGISTERED OFFICE IN ANY RESTRICTED TERRITORY (AS DEFINED BELOW); (C) IS A U.S. PERSON (AS DEFINED UNDER (I) REGULATION S PROMULGATED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, (II) THE U.S. COMMODITY EXCHANGE ACT, AS AMENDED AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER, AND (III) THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND THE RULES REGULATIONS PROMULGATED THEREUNDER); (D) PLACES ORDERS FROM THE UNITED STATES OR ANY RESTRICTED TERRITORY; (E) IS SUBJECT TO ANY SANCTIONS ON ANY PROGRAM OR LIST MAINTAINED BY THE UNITED NATIONS SECURITY COUNCIL, THE U.S. GOVERNMENT (INCLUDING THE SPECIALLY DESIGNATED NATIONALS LIST, THE FOREIGN SANCTIONS EVADERS ENTITY LIST), THE EUROPEAN UNION OR ITS MEMBER STATES, THE GOVERNMENT OF THE UNITED KINGDOM, THE GOVERNMENT OF THE REPUBLIC OF PANAMA, OR ANY OTHER APPLICABLE GOVERNMENT AUTHORITY; OR (F) ACTS ON BEHALF OF OR FOR THE BENEFIT OF ANY OF THE FOREGOING.
You agree that by connecting your supported self-custodial wallet to the Site (your "Connected Wallet") and thereby accept and agree to these terms of use (together, these "Terms") and that by accessing or using the peer-to-peer trading platform or any related website, application, browser extension or API (collectively, the "Site" or the "Platform") in any way, you expressly acknowledge that you have read, understood, and agree to be bound by all of these terms, including without limitation the terms set out in Clauses 1 to 28 inclusive below. IF YOU DO NOT AGREE WITH THESE TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND THE SERVICES PROVIDED BY US THROUGH THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY. IF YOU CONTINUE TO USE THE SITE YOU WILL BE DEEMED TO HAVE AGREED TO BE BOUND BY ALL OF THESE TERMS.
These Terms constitute a legally binding agreement made among you, or if you are acting on behalf of or for the benefit of a company or other legal entity, such company or other legal entity, ("User", "you" or "your") and Ondo Global (Panama) Inc., a Corporation organized and existing under the laws of the Republic of Panama ("Ondo Perps", "we," "us," or "our") governing your access to, or use of, the services provided through the Site, as well as any other services that may be offered by or through the Site from time to time (collectively, the "Services").
We reserve the right, in our sole discretion, to make amendments, changes, modifications, and additions to these Terms and to the Privacy Policy (as defined in Clause 26) in each case at any time and for any reason. Any amendments, changes, modifications, and additions to these Terms will be posted on the Site from time to time and are hereby expressly incorporated by reference. We will alert you about any amendments, changes, modifications, and additions by updating the date above and notifying you that such amendments, changes, modifications, and/or additions have been posted to the Site. It is your responsibility to periodically review these Terms to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the amendments, changes, modifications, and additions in any revised Terms by your continued use of the Site or the Services after the date such revised Terms are posted.
The information provided on the Site is not intended for distribution to or use by any person or entity located in, residing in, incorporated in, organized in, or operating from any of the Designated Restricted Territories (as defined below) or in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration or licensing requirement or any requirement to obtain any consent or approval in order to offer lawfully the Services within such jurisdiction or country (any such jurisdiction or country together with the Designated Restricted Territories, the "Restricted Territories" and each, a "Restricted Territory"). Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable. For the purpose of these Terms, "Designated Restricted Territories" are the United States (including its territories, possessions and districts), the Republic of Panama, Russia, Iran, Ukraine, Democratic People's Republic of Korea (North Korea), Venezuela, Afghanistan, Cuba, Somalia, Sudan, South Sudan, Canada, Crimea, Donetsk People's Republic (DNR), Luhansk People's Republic (LNR), Kherson and Zaporizhzhia regions (Ukraine), the city of Sevastopol, Libya, Myanmar (Burma), Belarus, and any other country on any list of prohibited or restricted parties for sanctions purposes promulgated by the United Nations Security Council, Canada, the United States, the United Kingdom, the European Union or Panama, including without limitation the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the Specially Designated Nationals List and Restricted Persons List and the Foreign Sanctions Evaders List of the U.S. Department of Treasury and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, the government of the United Kingdom (or any department or entity (howsoever described) of such government), the government of the Republic of Panama (or any department or entity (howsoever described) of such government) or any other applicable government authority. The foregoing list of "Designated Restricted Territories" may be updated from time to time at Ondo Perps' sole and absolute discretion (such list as it may be revised from time to time, the "Restricted List").
The Services are subject to all applicable export control restrictions. The Services are not offered to Restricted Persons. If you are, or at any time become, a Restricted Person, you undertake that you will not then use the Site. By clicking to accept or agree to these Terms or accessing or using the Site in any way you represent and warrant to Ondo Perps that you are not a Restricted Person, and you undertake to indemnify us and each other Indemnified Party (including our affiliates, each of our respective shareholders, and, with respect to each of the foregoing, their respective directors, officers, employees, agents and representatives) (as defined in Clause 25 below) on demand in respect of any Losses (as defined in Clause 25 below), penalties, costs or expenses we incur directly or indirectly as a result of any of the foregoing representations being inaccurate or any breach of the foregoing warranties or covenants. You also undertake to indemnify us and each other Indemnified Party on demand in respect of any Losses we incur directly or indirectly if after the date on which you make and give the foregoing representations and warranties, you become a Restricted Person.
The Services are intended for legal entities, legal arrangements, and individuals who are at least 18 years old. Individuals under this age are not permitted to access or use the Site, and if you are an individual under this age, you undertake that you will not use the Site. By clicking to accept or agree to these Terms or accessing or using the Site in any way an individual represents and warrants to Ondo Perps that such individual is at least 18 years old.
If you breach any of these Terms, your authorisation to use the Site and the Services may be terminated, and you undertake to immediately thereafter destroy any Content (as defined in Clause 9 below) you have downloaded or printed from the Site whether authorised or unauthorised. Ondo Perps reserves the right to pursue any additional remedies available in law or equity.
1. The Services
The Services of Ondo Perps allow you in a peer-to-peer environment to buy, sell and trade digital assets and perpetual contracts that reference digital assets as the underlying reference asset ("Perpetual Contracts"). By using the Site or the Services, you acknowledge, understand and agree that:
(a) the Services are available via authentication through a web3 wallet (or third-party provider). You retain control over your external self-custodial wallet in order to interact with the Platform to take any action or approve external transfers of digital assets. You are therefore solely responsible for the safeguarding, retention and security of your seed phrase, private keys and password. Your seed phrase is associated with your external, self-custodial wallet. If you lose your seed phrase, you will not be able to access your digital assets or authenticate yourself. No one at Ondo Perps will be able to recover your seed phrase, private key or password. Do not share your seed phrase, private keys or password with anyone. Anyone who knows your seed phrase will be able to access and transfer your digital assets. You acknowledge that we do not store and are not responsible in any way for the safeguarding, retention, security or recovery of your seed phrase, private keys or password;
(b) the Services operate on Intel Software Guard Extensions technology, which provides hardware-based encryption for sensitive aspects of the peer-to-peer trading platform (the "Secure Module"). A set of qualified attestors ("Attestors") collectively participate in the security of the Secure Module, including by authenticating code changes;
(c) sending digital assets to a wallet address is a permanent, irreversible action, and that we are unable to recover digital assets that you send to incorrect addresses. We will not be liable or responsible for any losses you incur if you send digital assets to an incorrect address;
(d) the Services only support certain digital assets and Perpetual Contracts ("Supported Digital Assets"). You undertake not to use or attempt to use the Site to buy, sell, trade, send, request or receive any assets other than Supported Digital Assets. Ondo Perps will not be responsible for any attempt to use the Site or the Services to buy, sell, trade, send, request or receive any assets that we do not support. In addition, Ondo Perps may in its sole discretion terminate support for any Supported Digital Asset;
(e) none of the information made available on the Site, including without limitation any bid, offer, price, quantity, volume, depth or other data, represents an offer or a solicitation of an offer to enter into a transaction with Ondo Perps (other than payment of any transaction fees to Ondo Perps) or financial or investment advice;
(f) Ondo Perps does not act as an agent for you or any other user of the Site or the Services; Affiliates of Ondo Perps may execute trades on the Site, provided that such affiliates shall not be afforded any priority in trade execution;
(g) The Services provided through the Site are offered solely as an infrastructure solution to enable peer-to-peer trading by third parties. We do not engage in or facilitate any trading activities, custody of funds, or financial transactions beyond providing access to the underlying technological framework and smart contract interfaces;
(h) We merely supply the technical infrastructure that allows third parties to interact, execute trades, and manage their own digital assets. No part of the Platform is intended to offer financial advice, investment recommendations, or custodial services;
(i) All transactions conducted on the Platform are directly between users. We neither control nor oversee the conduct, performance, or reliability of any third-party participants or external smart contracts integrated into the Platform. Users remain solely responsible for verifying and executing their own trades;
(j) You assume all risks associated with the use of this Platform, including but not limited to market volatility, technical issues, cybersecurity threats, potential errors in smart contract execution, and regulatory changes. It is your responsibility to conduct thorough due diligence and seek professional advice where necessary;
(k) Ondo Perps may, in its sole discretion and without prior notice, modify, suspend, discontinue, or deprecate any Supported Digital Asset, Perpetual Contract listing, market pair, or feature of the Platform, including by adjusting margin requirements, leverage limits, funding rates, fee schedules, or liquidation parameters. You acknowledge that such changes may adversely affect your open positions and agree that no Covered Party (as defined in Clause 23) shall have liability to you for any Losses arising from or in connection with any such modification, suspension, discontinuance, or deprecation, whether or not any notice thereof is provided to you;
(l) The Platform may employ automated risk-management mechanisms, including but not limited to auto-deleveraging, socialized-loss mechanisms, insurance fund drawdowns, and position-size limits. You acknowledge that such mechanisms may result in the partial or full liquidation of your positions or the reduction of profits on your positions, even where you would otherwise maintain adequate margin, and you agree that no Covered Party shall have liability to you in respect of any such action.
(m) Ondo Perps may, in its sole discretion, permit Users to post one or more digital assets, including, without limitation, tokenized assets that reference equity securities or other off-chain instruments, as collateral or margin for Perpetual Contract positions (each such asset designated by Ondo Perps from time to time, an "Eligible Collateral Asset"). The list of Eligible Collateral Assets, any haircuts, collateralization ratios, or discount factors applied thereto, the maximum aggregate or per-User amounts that may be posted, the markets and Perpetual Contracts for which each such asset may be used as margin, and any other parameters or eligibility criteria applicable thereto, are each determined by Ondo Perps in its sole discretion and may be modified, suspended, or terminated at any time without prior notice. Eligible Collateral Assets may be made available on a limited or restricted basis, including to a limited set of Users determined by Ondo Perps in its sole discretion, and Ondo Perps reserves the right to maintain, modify, or expand such restrictions at any time;
(n) where you post an Eligible Collateral Asset other than a stablecoin as margin, you acknowledge and agree that: (i) the value of such Eligible Collateral Asset will fluctuate independently of the value of any Perpetual Contract for which it is posted as margin; (ii) a decline in the value of such Eligible Collateral Asset, whether or not accompanied by an adverse movement in your Perpetual Contract positions, may cause your account to fall below the applicable margin requirement and may result in the partial or full liquidation of your positions, the forced sale, conversion, or seizure of all or part of your Eligible Collateral Assets, or the application of the automated risk-management mechanisms described in sub-paragraph (l) above; (iii) certain Eligible Collateral Assets may reference underlying assets that trade on markets with limited or restricted operating hours (including, without limitation, traditional equity, securities, or commodities markets), and during periods when such underlying markets are closed (including, without limitation, weekends, holidays, scheduled and unscheduled market closures, halts, and suspensions), the price or marked value of the Eligible Collateral Asset and any associated Perpetual Contracts may diverge materially from prices that would prevail if such underlying markets were open, which may result in elevated liquidation risk, slippage, or other adverse outcomes (including upon market reopen); (iv) Ondo Perps may, in its sole discretion and without prior notice, suspend acceptance of, restrict use of, require conversion of, or revalue any Eligible Collateral Asset, including for the purpose of managing risk associated with closures or anticipated closures of any underlying reference market; and (v) you bear all risk of loss arising from the use of any Eligible Collateral Asset as margin, including, without limitation, any divergence between the marked value of such asset on the Platform and any reference, redemption, or secondary-market value thereof.
2. User Representations and Covenants
By accessing, using, or continuing to use the Site or the Services, you represent, warrant, and covenant that, at all times during your use of the Site or Services and at each instance in which you access or interact with the Site or Services, each of the following statements is and remains true, accurate, and complete:
(a) you have the legal capacity to enter into, and you agree to comply with, these Terms;
(b) all governmental and other consents that are required to have been obtained by you with respect to these Terms and the use of the Site and the Services have been obtained and are in full force and effect and all conditions of any such consents have been complied with;
(c) you are, and if you are a legal entity, each of your Authorised Representatives is, at least 18 years old;
(d) the use of the Site and the Services by you and each of your Authorised Representatives will not violate any applicable law or regulation;
(e) you lawfully own any digital asset you use in connection with the Services or you are authorised by the owner thereof to use the digital assets in connection with the Services;
(f) your actions are not in violation of applicable export control restrictions;
(g) you do not, and will not, use a VPN or any other privacy or anonymisation technology to circumvent any geofencing or other restrictions that apply to the Site;
(h) you are not using and will not use the Services, directly or indirectly, for or in connection with money laundering, terrorist financing, sanctions evasion, market manipulation (including but not limited to wash trading, spoofing, layering, or front-running), fraud, or any other illegal activity;
(i) you have sufficient knowledge, experience, and sophistication in financial and digital-asset matters to understand and evaluate the risks of Perpetual Contracts and the Services, and you are capable of assuming and willing to accept all such risks;
(j) you are accessing the Services for your own use and not for the benefit of or on behalf of any third party, unless you have disclosed such arrangement to Ondo Perps in writing and received our prior written consent; and
(k) We do not offer the Services to Restricted Persons, U.S. persons (as defined in applicable U.S. regulatory regimes), persons who (if a legal entity) are organized in, or (if an individual) reside in, the United States or any Restricted Territory, persons who are located in the United States or any Restricted Territory, persons who place orders from the United States or any Restricted Territory, or persons acting on behalf of or for the benefit of any of the foregoing persons. By accessing or using the Services, you represent and warrant that:
(i) you are not (A) a Restricted Person, (B) a U.S. person (as defined in applicable U.S. regulatory regimes), or (C) (if a legal entity) organized in, or (if an individual) a resident of, the United States or any Restricted Territory, (D) located in the United States or any Restricted Territory, (E) placing any order from the United States or any Restricted Territory, or (F) acting on behalf of or for the benefit of such persons or persons acting in such a manner;
(ii) you are not, and no person or entity that owns or controls you is, or is acting on behalf of or for the benefit of, (A) a person identified on any list of prohibited or restricted parties, including without limitation the lists maintained by the United Nations Security Council, the U.S. Department of Treasury's Office of Foreign Assets Control (including the Specially Designated Nationals and Blocked Persons List, the Foreign Sanctions Evaders List, and the Sectoral Sanctions Identifications List), the U.S. Department of Commerce (including the Entity List and Denied Persons List), the U.S. Department of State, the European Union or its Member States, the government of the United Kingdom (or any department or entity thereof), the government of the Republic of Panama (or any department or entity thereof), or any other applicable government authority, or (B) a person or entity that is located in, organized in, or resident of any country, territory, or region that is the subject or target of comprehensive sanctions (including, without limitation, Cuba, Iran, Democratic People's Republic of Korea (North Korea), Russia, Crimea, Donetsk People's Republic (DNR), Luhansk People's Republic (LNR), Kherson and Zaporizhzhia regions (Ukraine), the city of Sevastopol);
(iii) you are not directly or indirectly affiliated with any country, territory, individual, or entity named on any list of prohibited or restricted parties referenced in sub-clause (ii) above or prohibited by any applicable sanctions programs;
(iv) neither you nor any person or entity that owns or controls you has been convicted of, or is under investigation for, any offence involving money laundering, terrorist financing, sanctions evasion, fraud, bribery, corruption, tax evasion, or any other financial crime in any jurisdiction;
(v) the digital assets you use in connection with the Services are not derived from, and will not be used to finance or facilitate, any illegal activity, including without limitation money laundering, terrorist financing, sanctions evasion, tax evasion, fraud, or the financing of proliferation of weapons of mass destruction;
(vi) you have conducted appropriate due diligence and are satisfied as to the legitimacy and lawful origin of any digital assets you use in connection with the Services, and you will maintain records sufficient to demonstrate such legitimacy if requested by Ondo Perps or any competent authority;
(vii) you will not, directly or indirectly, use the Services, or permit any third party to use the Services, for or in connection with (A) money laundering, terrorist financing, or the financing of proliferation of weapons of mass destruction, (B) any transaction that would cause Ondo Perps or any Indemnified Party to be in violation of any applicable sanctions, export control, or anti-money laundering laws or regulations, or (C) any activity that would require Ondo Perps to register with, be licensed by, or comply with any regulatory authority with which it is not so registered, licensed, or in compliance;
(viii) you will promptly provide to Ondo Perps such information and documentation as Ondo Perps may reasonably request from time to time in order to comply with applicable anti-money laundering, counter-terrorist financing, sanctions, or other regulatory requirements, and you acknowledge that failure to provide such information may result in Ondo Perps suspending, restricting, or terminating your access to the Services and/or freezing any digital assets associated with your Connected Wallet; and
(ix) you will promptly notify Ondo Perps in writing if any of the representations and warranties in this Clause 2(k) ceases to be true, accurate, or complete at any time.
Any use or attempted use by any person who does not satisfy the foregoing representations and warranties may result in termination or suspension of access to the Services and the freezing of any digital assets associated with their Connected Wallet. We may, in our sole discretion, implement additional controls to restrict access to and use of the Services in Restricted Territories, as reasonably necessary to comply with export control restrictions and applicable anti-money laundering and sanctions laws and regulations.
3. Acceptable Use Policy
You may not access or use the Site or the Services for any purpose other than that for which we make the Site available. As a user of the Site and the Services, you undertake not to:
(a) Retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
(b) Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive user information such as seed phrases, private keys, or passwords.
(c) Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.
(d) Use any information obtained from the Site in order to harass, abuse, or harm another person.
(e) Make improper use of our support services or submit false reports of abuse or misconduct.
(f) Use the Site for any illegal or unauthorised purpose.
(g) Violate any applicable laws or regulations.
(h) Use the Site to advertise or offer to sell goods and services.
(i) Engage in unauthorised framing of or linking to the Site.
(j) Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including spamming, that interferes with any party's uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation or maintenance of the Site.
(k) Engage in any automated use of the Site or the Services, such as using any data mining, spider, robots, scraper or similar data gathering and extraction tools.
(l) Delete the copyright or other proprietary rights notice from any Content.
(m) Attempt to impersonate another user or person or make any false statements pertaining to your identity.
(n) Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, gifs, pixels, web bugs, cookies, or other similar devices (sometimes referred to as spyware or passive collection mechanisms).
(o) Interfere with, disrupt, or create an undue burden on the Site, the Services or the networks or services connected to the Site.
(p) Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site or the Services to you.
(q) Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site or any portion thereof.
(r) Copy or adapt the Site's software.
(s) Decipher, decompile, disassemble or reverse engineer any of the software and data comprising or in any way making up a part of the Site or the Services.
(t) Use a buying agent or purchasing agent to make purchases on the Site.
(u) Use the Site as part of any effort to compete with us.
(v) Violate, misappropriate or infringe the rights of Ondo Perps, our users or third parties, including privacy, publicity, intellectual property, or other proprietary rights.
(w) Engage in any form of market manipulation, including but not limited to wash trading, spoofing, layering, front-running, or any other activity intended to artificially influence the price, volume, or market conditions of any Supported Digital Asset or Perpetual Contract on the Platform or any other asset or financial instrument.
Any use of the Site or the Services in violation of the foregoing violates these Terms and may result in, among other things, termination or suspension of your rights to use the Site, the freezing of digital assets associated with your Connected Wallet, and/or referral to applicable law enforcement or regulatory authorities.
4. Fees
We may charge you network and/or transaction fees (such as gas, miner, validator, technology and/or platform fees, including but not limited to transaction fees and liquidation fees) when you use the Platform. We will calculate the estimated fees at our discretion and notify you of the estimated fees at the time you propose to authorize a transaction through the Platform.
We may also charge you certain other fees as set forth on the Site, each of which may be set forth separately or included as a spread in amounts displayed on the Site.
Ondo Perps reserves the right to modify any fee, spread, funding rate, or other charge at any time and in its sole discretion. Updated fee schedules will be posted on the Site and will take effect immediately upon posting unless otherwise specified. Your continued use of the Services following any such update constitutes your acceptance of the revised fee schedule.
5. Intellectual Property Rights; License to Use Site
Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, website designs, information, audio, video, text, photographs, and graphics on the Site (collectively, the "Content") and the trademarks, service marks, and logos contained therein (the "Marks") are owned or controlled by us or licensed to us, and are protected by copyright, trademark and other intellectual property laws and international conventions. You are not permitted to use the Marks without the prior written consent of the owner of the Mark.
Except as expressly provided herein, Ondo Perps and its Licensors (as defined below) do not grant any express or implied license to the Site, the Content or the Services. You agree not to copy, reproduce, aggregate, republish, download, post, display, transmit, modify, rent, lease, loan, sell, assign, distribute, license, sublicense, sell, reverse engineer, create derivative works based on, or otherwise exploit for any commercial purposes whatsoever, the Site, the Content or the Services without our express prior written permission.
If you are eligible to use the Site, you are granted a limited, non-exclusive, non-sublicensable and non-transferable license to access and use the Site and the Contents to which you have properly gained access solely for purposes of buying, selling, and trading digital assets and Perpetual Contracts in compliance with these Terms and as explicitly permitted by these Terms. Any other use of the Services is expressly prohibited. You may not modify or alter the Content in any way. We reserve all rights not expressly granted to you in and to the Site, the Services, the Content, and the Marks.
The Platform and the Services incorporate software, technology, and other intellectual property licensed to Ondo Perps, directly or indirectly, by third-party licensors (collectively, "Licensors"). You acknowledge and agree that:
(a) Licensors are express third-party beneficiaries of the indemnification obligations set forth in Clause 25 (Indemnification; Release) and the limitations of liability set forth in Clause 23 (Limitations of Liability), and each Licensor shall be entitled to enforce such provisions directly against you as if it were an Indemnified Party (as defined in Clause 25) and as if references to "Ondo Perps" and "we," "us," or "our" in Clause 23 included such Licensor. For the avoidance of doubt, each Licensor is an "Indemnified Party" for all purposes of Clause 25, and the aggregate liability cap and exclusions of liability set forth in Clause 23 apply to each Licensor to the same extent as they apply to Ondo Perps;
(b) Licensors shall have no liability to you whatsoever arising from or in connection with your access to or use of the Site, the Services, or any Content, and without limiting the generality of Clause 23 or Clause 24 (No Warranties), Licensors disclaim all warranties, whether express, implied, statutory or otherwise, in connection with the Site, the Services, and the Content, including without limitation the implied warranties of title, merchantability, fitness for a particular purpose, and non-infringement;
(c) you shall not acquire any right, title, or interest in or to any intellectual property of any Licensor by virtue of your use of the Site or the Services; and
(d) nothing in these Terms grants you any right to bring any claim or action directly against any Licensor in connection with the Site, the Services, or any Content.
6. Submissions
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site or the Services ("Submissions") provided by you to us shall become our sole property. We shall own the exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are originally from you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.
7. Site Management
We reserve the right, but not the obligation, to: (1) monitor the Site for violations of these Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates or is reasonably suspected to have violated or to be reasonably likely to violate the law or these Terms or violates or is reasonably suspected by Ondo Perps to have violated or to be reasonably likely to violate any other agreement or understanding with Ondo Perps or any of its vendors or any user of the Platform or Services, or commits or is reasonably suspected by Ondo Perps to have committed or to be reasonably likely to commit a tort against Ondo Perps or any of its vendors or any user, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, or limit the availability of the Site, to the extent feasible; and (4) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.
8. Force Majeure
In the event that Ondo Perps cannot, or Ondo Perps determines (acting reasonably) that it cannot, or cannot lawfully, provide any of the Services or fulfil the subject of any contract due to force majeure that may prevent Ondo Perps from fulfilling its obligations, the User accepts, declares and undertakes that Ondo Perps has no responsibility in respect of any losses, costs or damages incurred by any user as a result of Ondo Perps's failure to provide such Services or fulfil such contract.
In these Terms "force majeure" shall be interpreted as unavoidable events, including but not limited to natural disasters, riots, war, epidemics, pandemics, coups, terrorism, strikes, changing legislative provisions, suspension or withdrawal of a licence, registration, consent or approval, confiscation, communication problems, infrastructure and internet failures, power outage, economic crisis, bad weather conditions, blockchain network congestion or failure, smart-contract exploits or vulnerabilities, oracle failures, protocol-level changes (including hard forks), and any other event beyond the reasonable control of the relevant party and which cannot be avoided despite due diligence.
9. Term and Termination
These Terms shall remain in full force and effect while you use the Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS, WE RESERVE THE RIGHT, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, TO DENY ACCESS TO AND USE OF THE SITE OR THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES AND WALLET ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR ACCESS OR USE OF THE SITE OR THE SERVICES, WITHOUT WARNING, IN OUR SOLE DISCRETION.
Upon termination of your access to the Services for any reason: (a) all rights and licenses granted to you under these Terms shall immediately cease; (b) you shall immediately cease all use of the Site and the Services; (c) any open Perpetual Contract positions may, at Ondo Perps's sole discretion, be liquidated or closed out, and Ondo Perps shall have no liability to you for any Losses arising from such liquidation or close-out; and (d) any provisions of these Terms that by their nature are intended to survive termination (including, without limitation, Clauses relating to indemnification, limitation of liability, dispute resolution, and intellectual property) shall survive and remain in full force and effect.
10. Modifications and Corrections
We do not guarantee the completeness or accuracy of any information provided to you on or through the Site or the Services. We reserve the right to change, modify or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on the Site. We make no representation as to the availability, functionality, and quality of the Site, including any features, hardware or communications. You agree that we are not liable to you or any third party for any modification, change in fees, suspension or discontinuance of any or all of the Site.
There may be information on the Site that contains typographical errors, inaccuracies or omissions, including, without limitation, descriptions, schedules, pricing, quantity, availability, and other information. We reserve the right to correct any errors, inaccuracies or omissions at any time without prior notice. In addition, we reserve the right to change, revise, update, suspend, discontinue or otherwise modify all or part of the Site or the Services at any time or for any reason without notice to you. Nothing in these Terms will be construed to obligate us to maintain and support the Site or to supply any corrections, updates or releases in connection therewith.
11. Governing Law
These Terms (including any non-contractual obligations or liabilities arising out of these Terms or in connection with these Terms) shall be governed by and construed in accordance with the laws of the Republic of Panama.
12. Dispute Resolution
Binding Arbitration. THIS CLAUSE CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER. THEY AFFECT YOUR AND OUR RIGHTS CONCERNING THE RESOLUTION OF ANY DISPUTE BETWEEN YOU AND US.
Agreement to Arbitrate. You and Ondo Perps agree that the sole and exclusive forum and remedy for a Dispute shall be final, binding and confidential arbitration pursuant to this Clause titled "Dispute Resolution." "Dispute" shall include any dispute, claim or controversy arising out of or relating to these Terms (including in relation to the formation of the agreement between us) and/or the activities or relationships that involve, lead to, or result from these Terms, whether asserted against Ondo Perps or any other Covered Party, including without limitation any non-contractual claims (whether in tort or otherwise), and (except to the extent provided otherwise in the Clause titled "No Class Actions") the validity or enforceability of the Clause titled "Dispute Resolution", any part thereof, or the entire Terms. You and we both further agree to waive our right to a jury trial.
Exceptions to Arbitration. You and Ondo Perps agree that the following Disputes are not subject to the above provisions concerning binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a party; and (b) any claim for injunctive relief (together, "Reserved Claims").
Arbitration. Any Dispute shall be finally resolved by arbitration administered in Panama City, Panama, and conducted under the laws of the Republic of Panama. The arbitration shall be conducted in accordance with the rules of arbitration as may be agreed upon by the parties or, failing such agreement, in accordance with the prevailing arbitration rules of an established arbitration institution acceptable to both parties and in the event this cannot be agreed then as determined by Us.
Arbitration Procedure. The arbitral tribunal shall consist of one arbitrator unless the parties mutually agree otherwise. The language of the arbitration shall be English. The results of the arbitration procedure will be considered confidential information of you and us. Any arbitration decision rendered will be final and binding, and judgment thereon may be entered in any court of competent jurisdiction.
Arbitration Fees. Each party shall bear its own costs and expenses incurred in connection with the arbitration, including legal fees and any other out-of-pocket expenses. However, the arbitrator shall have the authority to allocate the costs of the arbitration, including the fees of the arbitrators, among the parties in such manner as the arbitrator deems appropriate. In determining the allocation, the arbitrator may consider the relative success of the parties on the merits of the Dispute, the complexity of the issues, and any other factors deemed relevant. If one party is determined to be the prevailing party, that party may be awarded reasonable costs and fees by the arbitrator, subject to the applicable laws and arbitration rules.
No Class Actions. You and Ondo Perps agree that any arbitration shall be limited to the Dispute between the parties individually. TO THE FULL EXTENT PERMITTED BY LAW, (A) NO ARBITRATION SHALL BE JOINED WITH ANY OTHER PROCEEDING; (B) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILISE CLASS ACTION PROCEDURES; AND (C) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC OR ANY OTHER PERSONS. Unless consented to in writing by all parties to the arbitration, an award in arbitration shall determine the rights and obligations of such parties only, and only with respect to the claims in arbitration, and shall not (a) determine the rights, obligations, or interests of anyone other than all parties to the arbitration, or resolve any Dispute of anyone other than any such party; nor (b) make an award for the benefit of, or against, anyone other than any such party. No arbitrator shall have the power or authority to waive, modify, or fail to enforce this specific paragraph, and any attempt to do so, whether by rule, policy, arbitration decision or otherwise, shall be invalid and unenforceable. If this Clause titled "No Class Actions" is held unenforceable in its entirety, then the entire Dispute Resolution Clause will be deemed void.
13. Judicial Forum for Disputes
Each of you and Ondo Perps irrevocably agrees that the courts of the Republic of Panama have exclusive jurisdiction to hear, determine and settle any proceedings in respect of Reserved Claims and each of you and Ondo Perps irrevocably submits to the jurisdiction of the courts of the Republic of Panama, provided that nothing in this Clause shall (or be construed so as to) limit the ability or right of Ondo Perps to bring proceedings against any other party in any other jurisdictions, whether concurrently or otherwise (to the extent allowed by law).
Each of you and Ondo Perps irrevocably waives (and irrevocably agrees not to raise) any objection which it might at any time have on the grounds of forum non conveniens or on any other ground to proceedings being taken in any court referred to in this Clause, and agrees that any judgment in proceedings taken in any such court shall be conclusive and binding on it and may be enforced in any other jurisdiction.
14. Risks and Exclusion of Liability
THE SITE AND THE SERVICES ARE DEVELOPED USING, AND MADE AVAILABLE ON, BLOCKCHAIN AND SECURE COMPUTING TECHNOLOGIES. AS THESE ARE EMERGING AREAS OF TECHNOLOGY, THE SERVICES REMAIN UNDER DEVELOPMENT AND ARE SUBJECT TO SIGNIFICANT AND INHERENT RISKS. THESE RISKS INCLUDE, WITHOUT LIMITATION, DELAYS IN PRICE UPDATES, TRADE EXECUTIONS, AND ORACLE DATA, SMART CONTRACT VULNERABILITIES, NETWORK CONGESTION OR FAILURE, PROTOCOL-LEVEL CHANGES (INCLUDING HARD FORKS), CONSENSUS FAILURES, CYBERSECURITY ATTACKS, UNAUTHORIZED ACCESS, LOSS OR THEFT OF DIGITAL ASSETS, REGULATORY ACTIONS OR CHANGES IN APPLICABLE LAW, MARKET VOLATILITY, LIQUIDITY CONSTRAINTS, COUNTERPARTY RISK, OPERATIONAL ERRORS, AND THE RISKS DESCRIBED ELSEWHERE IN THESE TERMS. THE FOREGOING LIST IS ILLUSTRATIVE ONLY AND DOES NOT PURPORT TO BE A COMPLETE ENUMERATION OF ALL RISKS ASSOCIATED WITH DIGITAL ASSETS, PERPETUAL CONTRACTS, THE SITE, OR THE SERVICES.
BY USING THE SITE OR THE SERVICES YOU EXPLICITLY ACKNOWLEDGE AND ACCEPT ALL SUCH RISKS, WHETHER OR NOT DESCRIBED IN THESE TERMS, AND AGREE THAT YOU HAVE CONDUCTED YOUR OWN INDEPENDENT ASSESSMENT OF THE RISKS INVOLVED. YOU REPRESENT THAT YOU HAVE SUFFICIENT KNOWLEDGE, EXPERIENCE, AND SOPHISTICATION IN FINANCIAL, DIGITAL-ASSET, AND BLOCKCHAIN MATTERS TO EVALUATE AND ASSUME ALL RISKS OF USING THE SITE AND THE SERVICES.
WITHOUT PREJUDICE TO ANY OTHER PROVISION OF THESE TERMS, YOU FURTHER ACKNOWLEDGE AND AGREE THAT NO COVERED PARTY (AS DEFINED IN CLAUSE 23) WILL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS, DAMAGE, COST, EXPENSE, CLAIM, OR LIABILITY OF ANY KIND (WHETHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR OTHERWISE) SUFFERED BY YOU OR ANY THIRD PARTY ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH:
(A) ANY MATTER SET OUT IN THIS CLAUSE 14 OR ELSEWHERE IN THESE TERMS;
(B) YOUR USE OF, INABILITY TO USE, OR RELIANCE ON THE SITE, THE SERVICES, OR ANY CONTENT, DATA, INFORMATION, FUNCTIONALITY, OR FEATURE MADE AVAILABLE ON OR THROUGH THE SITE;
(C) ANY ACTION TAKEN OR NOT TAKEN BY ANY COVERED PARTY IN CONNECTION WITH THE OPERATION, MAINTENANCE, MODIFICATION, SUSPENSION, OR DISCONTINUANCE OF THE SITE OR THE SERVICES, IN WHOLE OR IN PART;
(D) ANY ERROR, DELAY, INTERRUPTION, OMISSION, DEFECT, INACCURACY, OR FAILURE IN ANY PRICE FEED, ORACLE DATA, INDEX CALCULATION, FUNDING RATE, MARK PRICE, LIQUIDATION PRICE, OR OTHER DATA OR PARAMETER USED IN CONNECTION WITH THE SITE, THE SERVICES, OR ANY PERPETUAL CONTRACT, WHETHER CAUSED BY ONDO PERPS, ANY THIRD-PARTY DATA PROVIDER, OR OTHERWISE;
(E) ANY LIQUIDATION, AUTO-DELEVERAGING, SOCIALIZED-LOSS EVENT, INSURANCE-FUND DRAWDOWN, MARGIN CALL, FORCED CLOSE-OUT, OR OTHER RISK-MANAGEMENT ACTION TAKEN BY, ON BEHALF OF, OR THROUGH THE PLATFORM, WHETHER AUTOMATED OR MANUAL;
(F) ANY MODIFICATION, SUSPENSION, DISCONTINUANCE, OR DEPRECATION OF ANY SUPPORTED DIGITAL ASSET, PERPETUAL CONTRACT LISTING, MARKET PAIR, OR FEATURE OF THE PLATFORM, INCLUDING ANY CHANGE TO MARGIN REQUIREMENTS, LEVERAGE LIMITS, POSITION-SIZE CAPS, FUNDING RATES, FEE SCHEDULES, OR LIQUIDATION PARAMETERS, WHETHER OR NOT NOTICE THEREOF IS PROVIDED TO YOU;
(G) ANY CYBERSECURITY ATTACK, HACK, EXPLOIT, PHISHING SCHEME, DENIAL-OF-SERVICE ATTACK, SOCIAL ENGINEERING ATTACK, RANSOMWARE, MAN-IN-THE-MIDDLE ATTACK, OR OTHER MALICIOUS OR UNAUTHORIZED ACTIVITY AFFECTING THE SITE, THE SERVICES, THE SECURE MODULE, ANY BLOCKCHAIN NETWORK, ANY SMART CONTRACT, ANY DIGITAL WALLET, OR ANY THIRD-PARTY SYSTEM OR SERVICE;
(H) ANY VULNERABILITY, BUG, ERROR, DEFECT, OR FLAW IN THE SITE, THE SERVICES, THE SECURE MODULE, ANY SMART CONTRACT, ANY BLOCKCHAIN PROTOCOL, OR ANY SOFTWARE, HARDWARE, OR INFRASTRUCTURE USED IN CONNECTION THEREWITH, WHETHER KNOWN OR UNKNOWN AS OF THE DATE OF THESE TERMS;
(I) ANY FORK, NETWORK SPLIT, CONSENSUS FAILURE, REORGANIZATION, OR PROTOCOL CHANGE AFFECTING ANY BLOCKCHAIN ON WHICH THE SERVICES OPERATE OR ON WHICH ANY SUPPORTED DIGITAL ASSET IS ISSUED, TRANSFERRED, OR RECORDED;
(J) ANY LOSS, THEFT, COMPROMISE, UNAUTHORIZED ACCESS, OR MISUSE OF YOUR SEED PHRASE, PRIVATE KEYS, PASSWORD, CONNECTED WALLET, OR ANY AUTHENTICATION CREDENTIALS, WHETHER OR NOT CAUSED BY YOUR OWN NEGLIGENCE;
(K) ANY TRANSACTION YOU EXECUTE OR ATTEMPT TO EXECUTE USING THE SERVICES, INCLUDING WITHOUT LIMITATION ANY TRANSACTION INVOLVING AN INCORRECT DIGITAL ASSET, QUANTITY, PRICE, OR WALLET ADDRESS, OR ANY TRANSACTION THAT IS IRREVERSIBLE, MISDIRECTED, OR IRRECOVERABLE;
(L) ANY ACT, OMISSION, CONDUCT, OR DEFAULT OF ANY THIRD PARTY, INCLUDING WITHOUT LIMITATION ANY OTHER USER OF THE SITE, ANY BLOCKCHAIN VALIDATOR, MINER, NODE OPERATOR, ORACLE PROVIDER, LIQUIDITY PROVIDER, MARKET MAKER, ATTESTOR, EXCHANGE, CUSTODIAN, OR OTHER SERVICE PROVIDER OR PARTICIPANT IN ANY BLOCKCHAIN NETWORK OR ECOSYSTEM;
(M) ANY FAILURE OR DELAY IN THE CONFIRMATION, SETTLEMENT, PROCESSING, OR EXECUTION OF ANY TRANSACTION ON ANY BLOCKCHAIN NETWORK, WHETHER DUE TO NETWORK CONGESTION, INSUFFICIENT GAS OR TRANSACTION FEES, VALIDATOR OR MINER BEHAVIOR, OR OTHERWISE;
(N) ANY REGULATORY ACTION, INVESTIGATION, INQUIRY, ENFORCEMENT PROCEEDING, OR CHANGE IN APPLICABLE LAW, RULE, REGULATION, GUIDANCE, OR INTERPRETATION THAT AFFECTS, RESTRICTS, PROHIBITS, OR OTHERWISE IMPACTS THE SITE, THE SERVICES, ANY DIGITAL ASSET, ANY PERPETUAL CONTRACT, OR YOUR ABILITY TO ACCESS OR USE THE SITE OR THE SERVICES;
(O) ANY TAX LIABILITY, WITHHOLDING OBLIGATION, REPORTING REQUIREMENT, OR OTHER FISCAL CONSEQUENCE ARISING FROM OR IN CONNECTION WITH YOUR USE OF THE SITE OR THE SERVICES;
(P) ANY DECISION BY ONDO PERPS TO RESTRICT, SUSPEND, TERMINATE, OR FREEZE YOUR ACCESS TO THE SITE OR THE SERVICES, OR TO FREEZE, BLACKLIST, OR OTHERWISE RESTRICT ANY DIGITAL ASSETS ASSOCIATED WITH YOUR CONNECTED WALLET, WHETHER PURSUANT TO THESE TERMS, APPLICABLE LAW, OR OTHERWISE;
(Q) ANY FAILURE OF ANY ATTESTOR TO PARTICIPATE IN THE GOVERNANCE PROCESS, OR ANY ACTION OR INACTION BY ANY ATTESTOR, INCLUDING WITHOUT LIMITATION ANY REMOVAL, REPLACEMENT, OR ADDITION OF ATTESTORS, AND ANY RESULTING LACK OF AVAILABILITY OR DEGRADED PERFORMANCE OF THE SITE OR THE SERVICES;
(R) THE LOSS OF, OR FAILURE TO RECEIVE, ANY AIRDROP, FORK DISTRIBUTION, STAKING REWARD, OR OTHER DIGITAL ASSET DISTRIBUTION IN CONNECTION WITH YOUR USE OF THE SITE OR THE SERVICES;
(S) ANY MARKET MANIPULATION, WASH TRADING, SPOOFING, LAYERING, FRONT-RUNNING, OR OTHER ABUSIVE TRADING ACTIVITY BY ANY THIRD PARTY ON THE PLATFORM OR ON ANY OTHER MARKET OR VENUE, WHETHER OR NOT SUCH ACTIVITY AFFECTS THE PRICE, VOLUME, OR MARKET CONDITIONS OF ANY SUPPORTED DIGITAL ASSET OR PERPETUAL CONTRACT; OR
(T) ANY OTHER RISK, EVENT, CIRCUMSTANCE, OR MATTER, WHETHER OR NOT DESCRIBED IN THESE TERMS, ARISING FROM OR RELATING TO THE INHERENT AND EMERGING RISKS OF BLOCKCHAIN TECHNOLOGY, DIGITAL ASSETS, PERPETUAL CONTRACTS, DECENTRALIZED SYSTEMS, SECURE COMPUTING TECHNOLOGIES, OR THE SITE AND THE SERVICES.
YOU ACKNOWLEDGE AND AGREE THAT THE FOREGOING EXCLUSIONS OF LIABILITY SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTORY LIABILITY, OR OTHERWISE, AND REGARDLESS OF WHETHER ONDO PERPS, ITS LICENSORS, OR ANY OTHER INDEMNIFIED PARTY WAS ADVISED OF, KNEW OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
AS SUCH, YOU ARE SOLELY RESPONSIBLE FOR THE SAFEGUARDING, RETENTION AND SECURITY OF YOUR SEED PHRASE, PRIVATE KEYS AND PASSWORD OF ANY WALLET YOU USE TO AUTHENTICATE ON THE PLATFORM. IF YOU LOSE YOUR SEED PHRASE, PRIVATE KEYS OR PASSWORD, YOU WILL NOT BE ABLE TO ACCESS YOUR DIGITAL ASSETS. NO ONE AT ONDO PERPS WILL BE ABLE TO RECOVER YOUR SEED PHRASE, PRIVATE KEY, PASSWORD OR THE DIGITAL ASSETS ASSOCIATED THEREWITH. YOU AGREE TO INDEMNIFY AND HOLD US HARMLESS ON DEMAND FROM AND AGAINST ANY LOSS, DAMAGE, LIABILITY, CLAIM, OR DEMAND ARISING FROM OR IN CONNECTION WITH THE LOSS OF YOUR SEED PHRASE, PRIVATE KEYS OR PASSWORD.
WHILE THE MODULE IS DEVELOPED AND DEPLOYED USING INDUSTRY STANDARD SECURE COMPUTING BEST PRACTICES, SUCH TECHNOLOGY MAY NONETHELESS BE SUSCEPTIBLE TO NEW AND EXISTING HARDWARE AND SOFTWARE SECURITY VULNERABILITIES. AS COMPUTER AND CYBERSECURITY RESEARCH CONTINUES TO EVOLVE, IT IS POSSIBLE THAT ADVANCES IN SUCH RESEARCH INCREASE THE RISK OF A CYBERSECURITY ATTACK OR OTHER BREACH, WHICH MAY RESULT IN THE THEFT OR LOSS OF ALL DIGITAL ASSETS, INCLUDING YOUR DIGITAL ASSETS.
A CYBERSECURITY ATTACK OR OTHER BREACH MAY RESULT IN THE THEFT OR LOSS OF ALL DIGITAL ASSETS, INCLUDING YOUR DIGITAL ASSETS. IN ADDITION, AS PART OF THE GOVERNANCE PROCESS, ATTESTORS MAY DETERMINE IN THEIR DISCRETION THAT ONE OR MORE ATTESTORS SHOULD BE REMOVED OR REPLACED AND THAT ONE OR MORE EXPERIENCED BLOCKCHAIN TECHNOLOGISTS SHOULD BE ADDED AS AN ATTESTOR. YOU AGREE THAT ONDO PERPS IS NOT RESPONSIBLE FOR ANY LOSS, COST OR DAMAGE YOU MAY INCUR IN CONNECTION WITH ANY ATTESTOR PARTICIPATING IN THE GOVERNANCE PROCESS OR TAKING ANY RELATED ACTIONS, INCLUDING WITHOUT LIMITATION, ANY RESULTING LACK OF AVAILABILITY OR DEGRADED PERFORMANCE OF THE SITE.
15. No Advice; No Reliance
ALL INFORMATION PROVIDED ON THE SITE OR IN CONNECTION WITH YOUR USE OF THE SITE OR THE SERVICES IS FOR INFORMATIONAL PURPOSES ONLY. THE SITE IS NOT INTENDED AS, AND DOES NOT PROVIDE, ANY INVESTMENT OR FINANCIAL ADVICE. WITH RESPECT TO ANY FINANCIAL OR INVESTMENT DECISIONS, WE RECOMMEND YOU CONDUCT YOUR OWN RESEARCH TO PROPERLY EVALUATE THE RISKS AND BENEFITS OF ANY TRANSACTION. WE RECOMMEND YOU SEEK THE ADVICE AND GUIDANCE OF QUALIFIED ACCOUNTANTS, FINANCIAL ADVISORS, TAX ADVISORS, LEGAL COUNSEL, AND INVESTMENT ADVISORS, IN CONNECTION WITH ANY INVESTMENT OR FINANCIAL TRANSACTION. YOU AGREE TO BE HELD FULLY RESPONSIBLE FOR YOUR DECISIONS. TO THE EXTENT THAT ANY COVERED PARTY OR ANY OF ITS REPRESENTATIVES PROVIDES MARKET COMMENTARY, OR ANY OTHER INFORMATION, IT IS INCIDENTAL TO YOUR RELATIONSHIP WITH US AND SUCH INFORMATION SHOULD NOT BE CONSTRUED AS INVESTMENT OR FINANCIAL ADVICE. YOU REPRESENT THAT YOU ARE NOT RELYING ON ANY COMMUNICATION BY ANY COVERED PARTY AS INVESTMENT OR FINANCIAL ADVICE OR AS A RECOMMENDATION TO USE THE SERVICES AND TRANSACT IN DIGITAL ASSETS OR PERPETUAL CONTRACTS.
YOU REPRESENT THAT YOU HAVE SUFFICIENT KNOWLEDGE, MARKET SOPHISTICATION, PROFESSIONAL ADVICE AND INVESTING EXPERIENCE TO MAKE YOUR OWN EVALUATION OF THE MERITS AND RISKS OF ANY TRANSACTION ENTERED INTO THROUGH THE SITE OR ANY UNDERLYING DIGITAL ASSET OR PERPETUAL CONTRACT. YOU SHOULD NOT USE THE SITE OR TRANSACT IN DIGITAL ASSETS OR PERPETUAL CONTRACTS UNLESS YOU FULLY UNDERSTAND THE NATURE OF THE TRANSACTION YOU ARE ENTERING INTO AND THE EXTENT OF YOUR EXPOSURE TO LOSS. ONDO PERPS IS NOT RESPONSIBLE FOR ANY LOSS YOU MAY INCUR AS A RESULT OF A DECREASE IN THE VALUE OF YOUR DIGITAL ASSETS OR PERPETUAL CONTRACT POSITIONS, INCLUDING WITHOUT LIMITATION, IN CONNECTION WITH THE LACK OF AVAILABILITY OR DEGRADED PERFORMANCE OF THE SITE.
NO COVERED PARTY IS NOT YOUR BROKER, INTERMEDIARY, AGENT, OR ADVISOR AND NO COVERED PARTY HAS NO FIDUCIARY RELATIONSHIP OR OBLIGATION TO YOU IN CONNECTION WITH ANY TRANSACTIONS, DECISIONS OR ACTIVITIES THAT YOU MAY ENTER INTO USING THE SERVICES.
16. Digital Asset Volatility and Characteristics
BUYING, HOLDING, SELLING AND TRADING DIGITAL ASSETS AND PERPETUAL CONTRACTS INVOLVE CERTAIN RISKS OF FINANCIAL LOSS. ANY DIGITAL ASSET MAY BE SUBJECT TO FLUCTUATIONS IN VALUE, INCLUDING A TOTAL LOSS OF VALUE. THE VOLATILITY AND UNPREDICTABILITY OF THE PRICE OF DIGITAL ASSETS RELATIVE TO FIAT CURRENCY MAY RESULT IN SIGNIFICANT LOSS OVER A SHORT PERIOD OF TIME. THE NATURE OF DIGITAL ASSETS MAY LEAD TO AN INCREASED RISK OF FRAUD OR CYBER-ATTACK. THE NATURE OF DIGITAL ASSETS MEANS THAT ANY TECHNOLOGICAL DIFFICULTIES EXPERIENCED BY ONDO PERPS MAY PREVENT YOUR ACCESS TO OR USE OF YOUR DIGITAL ASSETS. YOU SHOULD NOT ENGAGE IN ACTIVE TRADING ON THE SITE IF YOU HAVE LIMITED TRADING EXPERIENCE OR A LOW RISK TOLERANCE. SPECULATING ON THE VALUE OF DIGITAL ASSETS IS HIGH RISK AND YOU SHOULD NEVER TRADE MORE THAN YOU CAN AFFORD TO LOSE. YOU ACKNOWLEDGE THESE RISKS AND AGREE THAT WE CANNOT BE HELD LIABLE FOR ANY FLUCTUATIONS OR LOSS OF VALUE.
DIGITAL ASSETS AND THEIR UNDERLYING BLOCKCHAIN NETWORKS ARE COMPLEX AND EMERGING TECHNOLOGIES THAT ARE TYPICALLY GLOBALLY DISTRIBUTED ACROSS MULTIPLE, UNAFFILIATED NODES. THEY MAY EXPERIENCE DELAYS, HALTS OR GO OFFLINE AS A RESULT OF ERRORS, FORKS, ATTACKS OR OTHER UNFORESEEABLE REASONS. THEY ARE ALSO SUBJECT TO SPECULATIVE INTEREST AND REGULATORY ATTENTION, WHICH MAY CONTRIBUTE TO PRICE VOLATILITY AND LIQUIDITY CONSTRAINTS. THE AVAILABILITY OF A DIGITAL ASSET ON THE SITE DOES NOT INDICATE ONDO PERPS'S APPROVAL OR DISAPPROVAL OF THE DIGITAL ASSET OR ITS UNDERLYING TECHNOLOGY AND SHOULD NOT BE TREATED AS A SUBSTITUTE FOR YOUR OWN UNDERSTANDING OF THE RISKS SPECIFIC TO EACH DIGITAL ASSET. WE PROVIDE NO WARRANTY AS TO THE SUITABILITY OF ANY DIGITAL ASSET OR PERPETUAL CONTRACT AND ASSUME NO FIDUCIARY DUTY TO YOU IN CONNECTION WITH YOUR USE OF THE SERVICES.
ALL DIGITAL ASSET TRANSACTIONS, WHETHER ON OR OFF THE SITE, ARE IRREVERSIBLE. YOU ACCEPT ALL CONSEQUENCES OF BUYING, SELLING OR SENDING DIGITAL ASSETS. ONCE YOUR ORDER IS MATCHED ON A PEER-TO-PEER BASIS THROUGH THE PLATFORM, NEITHER WE NOR YOU WILL BE ABLE TO REVERSE THE TRANSACTION, INCLUDING WITHOUT LIMITATION WHETHER OR NOT YOU ENTERED THE WRONG DIGITAL ASSET, QUANTITY OR PRICE. ONCE YOU SEND DIGITAL ASSETS TO AN ADDRESS, YOU ACCEPT THE RISK THAT YOU MAY PERMANENTLY LOSE ACCESS TO IT. FOR EXAMPLE, AN ADDRESS MAY NOT BE ASSOCIATED WITH A SPECIFIC DIGITAL ASSET, AN ADDRESS MAY HAVE BEEN ENTERED INCORRECTLY AND THE PERSON ASSOCIATED WITH THE ADDRESS MAY NEVER BE DISCOVERED OR AN ADDRESS MAY BELONG TO A PERSON THAT WILL NOT RETURN YOUR DIGITAL ASSETS. YOU ASSUME ALL LIABILITY FOR ANY LOSSES INCURRED AS A RESULT OF YOUR TRANSACTIONS OR TRANSFERS OF DIGITAL ASSETS. YOU ARE SOLELY LIABLE FOR VERIFYING THE ACCURACY OF ANY EXTERNAL WALLET ADDRESS AND THE IDENTITY OF THE RECIPIENT. ONDO PERPS DOES NOT CONTROL ANY BLOCKCHAIN NETWORK AND CANNOT GUARANTEE THAT ANY TRANSFER WILL BE CONFIRMED OR TRANSFERRED SUCCESSFULLY BY THE NETWORK. ONDO PERPS IS NOT RESPONSIBLE FOR ANY LOSSES OR FOR TAKING ANY ACTIONS TO ATTEMPT TO RECOVER ANY LOST, STOLEN, MISDIRECTED OR IRRECOVERABLE DIGITAL ASSETS.
17. Technical and Operational Risks
THE TECHNOLOGY UNDERLYING DIGITAL ASSETS, INCLUDING WITHOUT LIMITATION SECURE COMPUTING, APPLIED CRYPTOGRAPHY, BLOCKCHAIN, NETWORKING AND DISTRIBUTED SYSTEMS, AND SMART CONTRACTS, IS SUBJECT TO CHANGE AT ANY TIME. SUCH CHANGES MAY AFFECT THE SITE, THE SERVICES AND YOUR DIGITAL ASSETS TRACKED BY THE SITE. YOU ASSUME FULL RESPONSIBILITY FOR MONITORING SUCH TECHNOLOGICAL CHANGES AND UNDERSTANDING THEIR IMPACT ON YOUR DIGITAL ASSETS.
THE DIGITAL ASSETS AND THEIR UNDERLYING NETWORKS ARE UNDER DEVELOPMENT AND CONTINUE TO EVOLVE. AS SUCH, THEY MAY BE SUBJECT TO MATERIAL AND SUDDEN CHANGES THAT MAY HAVE A SIGNIFICANT IMPACT ON THE AVAILABILITY, USABILITY, OR VALUE OF A PARTICULAR DIGITAL ASSET. IN ADDITION, AS A GENERAL MATTER, THE OPERATIONS, FUNCTIONALITIES, DEVELOPMENT AND DISTRIBUTIONS OF DIGITAL ASSETS AND THEIR UNDERLYING NETWORKS ARE BEYOND ONDO PERPS'S CONTROL. YOU AGREE NOT TO HOLD ONDO PERPS LIABLE FOR ANY RELATED LOSSES.
BLOCKCHAIN NETWORKS ARE SUSCEPTIBLE TO VARIOUS ATTACKS SUCH AS AN ATTACK IN WHICH AN ATTACKER GAINS CONTROL OF MINING HASH DISTRIBUTION OR VALIDATING POWER OF THE NETWORK. ONDO PERPS CANNOT PREVENT OR MITIGATE ATTACKS ON BLOCKCHAIN NETWORKS AND HAS NO OBLIGATION TO ENGAGE IN ACTIVITY IN RELATION TO SUCH ATTACKS. IN THE EVENT OF AN ATTACK, ONDO PERPS RESERVES THE RIGHT TO TAKE (OR TO NOT TAKE) ACTIONS, INCLUDING WITHOUT LIMITATION IMMEDIATELY HALTING TRADING, DEPOSITS AND WITHDRAWALS FOR A DIGITAL ASSET IF WE BELIEVE THAT THE DIGITAL ASSET'S NETWORK IS COMPROMISED OR UNDER ATTACK. IF SUCH AN ATTACK CAUSED THE DIGITAL ASSET TO GREATLY DECREASE IN VALUE, WE MAY DISCONTINUE TRADING IN SUCH DIGITAL ASSET ENTIRELY. WE WILL REVIEW AND RESOLVE ISSUES ARISING FROM SUCH ACTIONS ON A CASE-BY-CASE BASIS IN OUR SOLE DISCRETION.
WE CANNOT GUARANTEE THE SITE WILL BE AVAILABLE AT ALL TIMES. WE MAY EXPERIENCE HARDWARE OR SOFTWARE ERRORS, OPERATIONAL OR TECHNICAL DIFFICULTIES, DENIAL-OF-SERVICE ATTACKS, OTHER CYBERATTACKS, OR OTHER PROBLEMS. WE MAY NEED TO PERFORM MAINTENANCE RELATED TO THE SITE, RESULTING IN INTERRUPTIONS, DELAYS, OR ERRORS. THE SERVICES MAY BECOME UNAVAILABLE OR EXPERIENCE PERFORMANCE DEGRADATION FROM TIME TO TIME, SUCH AS DURING PERIODS OF HIGH VOLATILITY, HIGH VOLUME, NETWORK CONGESTION, NETWORK UPGRADES OR SOFTWARE UPDATES. WE DO NOT GUARANTEE THAT ANY ORDER WILL BE TRANSMITTED, EXECUTED OR REMAIN OPEN. YOU AGREE TO ACCEPT THE RISK OF TRANSACTION FAILURE RESULTING FROM SUCH ISSUES. YOU AGREE THAT WE HAVE NO LIABILITY WHATSOEVER FOR ANY LOSS, DAMAGE, OR INCONVENIENCE CAUSED BY YOUR INABILITY TO ACCESS OR USE THE SITE DURING ANY DOWNTIME OR DISCONTINUANCE OF THE SITE, INCLUDING ANY DELAYS IN TRANSMITTING, EXECUTING OR PROCESSING ORDERS.
THE SITE DOES NOT FACILITATE OR SUPPORT THE DISTRIBUTION OF DIGITAL ASSETS BASED UPON A TRIGGERING EVENT, INCLUDING WITHOUT LIMITATION AIRDROPS, FORKS, STAKING REWARDS OR ANY OTHER DISTRIBUTION THAT USERS MAY OTHERWISE BE ENTITLED TO CLAIM BASED ON THEIR ACTIVITY OR POSSESSION OF A DIGITAL ASSET INDEPENDENT OF THE SITE (COLLECTIVELY, A "DIGITAL ASSET DISTRIBUTION"). ONDO PERPS MAY, IN ITS SOLE DISCRETION, ELECT TO SUPPORT ANY DIGITAL ASSET DISTRIBUTION. HOWEVER, ONDO PERPS IS NOT OBLIGATED TO DO SO AND SHALL NOT BE LIABLE TO YOU FOR FAILING TO DO SO, OR FOR INITIATING AND SUBSEQUENTLY TERMINATING SUCH SUPPORT. IF YOU HOLD SUCH DIGITAL ASSETS IN YOUR CONNECTED WALLET, YOU AGREE TO FORFEIT THE ABILITY TO CLAIM ANY DIGITAL ASSET DISTRIBUTIONS FROM US.
18. Risks Related to Trading Perpetual Contracts
ENTERING INTO PERPETUAL CONTRACTS INVOLVES SIGNIFICANT RISK, IS HIGHLY SPECULATIVE AND IS NOT SUITABLE FOR EVERYONE. THIS IS PARTICULARLY TRUE GIVEN THE VOLATILE NATURE OF DIGITAL ASSET MARKETS. YOU SHOULD SEEK ADVICE FROM AN INDEPENDENT AND SUITABLY LICENSED FINANCIAL ADVISOR AND ENSURE THAT YOU HAVE THE RISK APPETITE, RELEVANT EXPERIENCE AND KNOWLEDGE BEFORE YOU DECIDE TO ENTER INTO PERPETUAL CONTRACTS.
IN ENTERING INTO PERPETUAL CONTRACTS, YOU ARE NOT ENTERING INTO A SALE OR PURCHASE AGREEMENT TO PURCHASE DIGITAL ASSETS THEMSELVES. A PERPETUAL CONTRACT DOES NOT GIVE YOU ANY RIGHTS TO RECEIVE ANY UNDERLYING DIGITAL ASSET; INSTEAD, IT IS A CONTRACT THAT PROVIDES AN AGREED POSITION WITH RESPECT TO THE FUTURE PRICE OF A DIGITAL ASSET THAT MAY RESULT IN A PROFIT OR A LOSS FOR YOU. YOU WILL BE EXPOSED TO RISKS ASSOCIATED WITH TRANSACTING IN SUCH INSTRUMENT SUCH AS, BUT NOT LIMITED TO, LACK OF DEMAND AND INSUFFICIENT COLLATERAL. THESE RISKS MAY RESULT IN LOSS AND/OR INABILITY TO CLOSE OUT POSITION(S).
TRADING IN PERPETUAL CONTRACTS MAY REQUIRE THE POSTING OF MARGIN AND THE MAINTENANCE OF THAT MARGIN AS DIGITAL ASSETS MARKETS MOVE IN ORDER TO GUARANTEE YOUR OPEN POSITIONS. THE MOVEMENT OF THE MARKET AGAINST YOU COULD RESULT IN YOU NOT HOLDING ADEQUATE MARGIN IN LINE WITH THE MARGIN REQUIREMENTS, AND THE RESULTING LIQUIDATION OR CLOSE-OUT OF YOUR POSITIONS, THEREBY CRYSTALLISING LOSSES. PRICE VOLATILITY IN THE UNDERLYING ASSET CAN LEAD TO RAPID AND SIGNIFICANT PRICE SWINGS IN PERPETUAL CONTRACTS, WHICH CAN RESULT IN SUBSTANTIAL GAINS OR LOSSES FOR TRADERS. OPEN PERPETUAL FUTURES TRANSACTION POSITIONS REQUIRE ONGOING MONITORING AND MANAGEMENT TO ENSURE YOU CAN MANAGE YOUR POSITIONS EFFECTIVELY. BY TRADING PERPETUAL CONTRACTS, YOU CAN LOSE UP TO YOUR ENTIRE MARGIN BALANCE. YOU SHOULD CAREFULLY CONSIDER WHETHER YOU CAN AFFORD TO BEAR THE RISKS OF LOSS INVOLVED IN USING THE PERPETUAL CONTRACT TRADING SERVICES.
TRADING OF PERPETUAL CONTRACTS MAY BE RISKIER, LESS LIQUID, MORE VOLATILE, AND MORE VULNERABLE TO ECONOMIC, POLITICAL, MARKET, INDUSTRY, REGULATORY AND OTHER CHANGES THAN OTHER TYPES OF DERIVATIVES CONTRACTS. THE LIQUIDITY OF THE MARKET FOR PERPETUAL CONTRACTS WILL DEPEND ON, AMONG OTHER THINGS, SUPPLY AND DEMAND ON THE PLATFORM AND THE COMMERCIAL AND SPECULATIVE INTEREST IN THE MARKET FOR THESE PERPETUAL CONTRACTS. AS PERPETUAL CONTRACTS ARE TRADED ON A CLOSED TRADING SYSTEM, THERE IS A RISK THAT THERE MAY BE LIMITED VOLUME AND LIQUIDITY.
A LACK OF LIQUIDITY IN ANY MARKET FOR CONTRACTS MAY RESULT IN DELAYS IN ORDER EXECUTION AND SOME ORDERS MAY NOT EXECUTE AT ALL; THESE EFFECTS MAY BE EXACERBATED WHERE AN ORDER IS LARGER.
ONDO PERPS MAY EMPLOY LEVERAGE LIMITS, POSITION-SIZE CAPS, AND OTHER RISK PARAMETERS THAT MAY BE ADJUSTED AT ANY TIME WITHOUT PRIOR NOTICE. CHANGES TO SUCH PARAMETERS MAY AFFECT YOUR ABILITY TO OPEN, MAINTAIN, OR CLOSE POSITIONS AND MAY RESULT IN THE AUTOMATIC LIQUIDATION OF OPEN POSITIONS. YOU AGREE THAT ONDO PERPS SHALL HAVE NO LIABILITY FOR ANY LOSSES ARISING FROM SUCH ADJUSTMENTS.
FUNDING RATES ON PERPETUAL CONTRACTS ARE VARIABLE AND MAY CHANGE FREQUENTLY. DEPENDING ON MARKET CONDITIONS, YOU MAY BE REQUIRED TO PAY FUNDING FEES ON YOUR OPEN POSITIONS, WHICH MAY ERODE YOUR MARGIN OR CONTRIBUTE TO LIQUIDATION. ONDO PERPS MAKES NO REPRESENTATION OR WARRANTY REGARDING FUTURE FUNDING RATES.
USING NON-STABLECOIN ASSETS AS COLLATERAL OR MARGIN FOR PERPETUAL CONTRACT POSITIONS, INCLUDING TOKENIZED ASSETS THAT REFERENCE OFF-CHAIN INSTRUMENTS SUCH AS EQUITY SECURITIES, INVOLVES ADDITIONAL RISKS BEYOND THOSE OF STABLECOIN-MARGINED POSITIONS, INCLUDING, WITHOUT LIMITATION: (A) THE VALUE OF YOUR COLLATERAL MAY DECLINE INDEPENDENTLY OF THE PERFORMANCE OF YOUR OPEN POSITIONS, WHICH MAY RESULT IN MARGIN SHORTFALLS AND LIQUIDATION EVEN IF YOUR POSITIONS WOULD OTHERWISE REMAIN ADEQUATELY MARGINED; (B) WHERE THE COLLATERAL ASSET REFERENCES AN UNDERLYING INSTRUMENT THAT TRADES ON A MARKET WITH LIMITED OR RESTRICTED OPERATING HOURS (INCLUDING, WITHOUT LIMITATION, TRADITIONAL EQUITY, SECURITIES, OR COMMODITIES MARKETS), THE MARK PRICE OF THE COLLATERAL ASSET AND ANY ASSOCIATED PERPETUAL CONTRACTS MAY DIVERGE MATERIALLY FROM PRICES THAT WOULD PREVAIL DURING REGULAR TRADING HOURS, AND PRICE GAPS OCCURRING AT MARKET OPEN (INCLUDING OVER WEEKENDS, HOLIDAYS, OR FOLLOWING TRADING HALTS OR SUSPENSIONS) MAY RESULT IN RAPID, LARGE, AND UNPREDICTABLE LIQUIDATIONS; (C) ONDO PERPS MAY APPLY HAIRCUTS, COLLATERALIZATION RATIOS, CONCENTRATION LIMITS, OR OTHER PARAMETERS TO ANY ELIGIBLE COLLATERAL ASSET, AND MAY CHANGE SUCH PARAMETERS AT ANY TIME WITHOUT PRIOR NOTICE; AND (D) ONDO PERPS MAY, IN ITS SOLE DISCRETION, RESTRICT, SUSPEND, OR TERMINATE THE ELIGIBILITY OF ANY ASSET AS COLLATERAL, OR FORCE THE CONVERSION, SALE, OR LIQUIDATION OF ANY SUCH ASSET, IN EACH CASE WITHOUT LIABILITY TO YOU. YOU SHOULD NOT POST ANY NON-STABLECOIN ASSET AS COLLATERAL UNLESS YOU FULLY UNDERSTAND AND ARE WILLING TO ASSUME THESE RISKS.
19. Registration
THE SITE DOES NOT SUPPORT FIAT DEPOSITS. A USER SHOULD NOT ATTEMPT TO DEPOSIT ANY FIAT ON THE SITE AND MAY LOSE ALL OR PART OF ANY FIAT DEPOSIT THE USER ATTEMPTS TO MAKE.
UNDER THE LAWS OF THE REPUBLIC OF PANAMA YOUR DIGITAL ASSETS DO NOT BENEFIT FROM ANY INVESTOR PROTECTIONS OR INVESTOR INSURANCE.
20. Restricted Addresses
ONDO PERPS RESERVES THE RIGHT TO BLACKLIST CERTAIN CONNECTED WALLETS, BLOCK CERTAIN DIGITAL WALLET ADDRESSES FROM USING THE SITE, AND FREEZE ASSOCIATED DIGITAL ASSETS, WHETHER TEMPORARILY OR PERMANENTLY, THAT IT DETERMINES, IN ITS SOLE DISCRETION, ARE ASSOCIATED WITH RESTRICTED PERSONS, RESTRICTED TERRITORIES, ILLEGAL ACTIVITY OR ACTIVITY THAT OTHERWISE VIOLATES THE TERMS (COLLECTIVELY, "RESTRICTED ADDRESSES"). IF YOU SEND DIGITAL ASSETS TO A RESTRICTED ADDRESS OR RECEIVE DIGITAL ASSETS FROM A RESTRICTED ADDRESS, ONDO PERPS MAY (TO THE EXTENT POSSIBLE) FREEZE SUCH DIGITAL ASSETS.
IN CERTAIN CIRCUMSTANCES, ONDO PERPS MAY BE LEGALLY REQUIRED OR DEEM IT NECESSARY TO REPORT SUSPECTED ACTIVITY TO APPLICABLE LAW ENFORCEMENT AGENCIES AND OTHER REGULATORY AUTHORITIES, AND YOU MAY FORFEIT ANY RIGHTS ASSOCIATED WITH YOUR DIGITAL ASSETS, INCLUDING THE ABILITY TO TRADE OR WITHDRAW YOUR DIGITAL ASSETS.
21. Tax and Compliance
DIGITAL ASSETS AND PERPETUAL CONTRACTS MAY BE SUBJECT TO TAXATION. IT IS YOUR SOLE RESPONSIBILITY TO DETERMINE WHETHER, AND TO WHAT EXTENT, ANY TAXES APPLY TO ANY TRANSACTIONS YOU CONDUCT USING THE SERVICES, AND TO WITHHOLD, COLLECT, REPORT AND REMIT THE CORRECT AMOUNTS OF TAXES TO THE APPROPRIATE TAX AUTHORITIES.
YOU ARE RESPONSIBLE FOR COMPLYING WITH ALL APPLICABLE LAWS. YOU AGREE THAT ONDO PERPS IS NOT RESPONSIBLE FOR DETERMINING WHETHER OR WHICH LAWS AND REGULATIONS MAY APPLY TO YOU OR YOUR TRANSACTIONS.
22. Legislative and Regulatory Risks
THE REGULATORY ENVIRONMENT CONCERNING DIGITAL ASSETS AND DIGITAL ASSET-RELATED TRANSACTIONS CONTINUES TO DEVELOP. THE APPLICATION AND INTERPRETATION OF EXISTING LAWS AND REGULATIONS ARE OFTEN LARGELY UNTESTED AND THERE IS A LACK OF CERTAINTY AS TO HOW THEY WILL BE APPLIED. NEW LAWS AND REGULATIONS WILL BE PROMULGATED IN THE FUTURE THAT APPLY TO BLOCKCHAIN TECHNOLOGY AND DIGITAL ASSETS AND RELATED SERVICES PROVIDERS. ANY SUCH LEGISLATIVE AND REGULATORY CHANGES OR ACTIONS MAY ADVERSELY AFFECT THE USAGE, TRANSFERABILITY, TRANSACTABILITY AND VALUE OF DIGITAL ASSETS, OR YOUR ACCESS TO, AND OUR ABILITY TO PROVIDE, THE SERVICES. IT IS NOT POSSIBLE TO PREDICT HOW SUCH CHANGES WOULD AFFECT THE PRICE AND LIQUIDITY OF PERPETUAL CONTRACTS, DIGITAL ASSETS GENERALLY OR THE SERVICES. YOU ACKNOWLEDGE AND ACCEPT THE RISKS THAT SUCH CHANGES MAY BRING, AND THAT ONDO PERPS IS NOT LIABLE FOR ANY RESULTING ADVERSE IMPACT TO YOU.
REGULATORY ACTIONS COULD NEGATIVELY IMPACT DIGITAL ASSETS AND DIGITAL ASSET-RELATED TRANSACTIONS IN VARIOUS WAYS, INCLUDING, FOR PURPOSES OF ILLUSTRATION ONLY, THROUGH A DETERMINATION (WITH RETROSPECTIVE OR PROSPECTIVE EFFECT) THAT DIGITAL ASSETS OR THEIR DERIVATIVES ARE REGULATED FINANCIAL INSTRUMENTS REQUIRING REGISTRATION OR LICENSING IN CERTAIN JURISDICTIONS. WE MAY HAVE TO LIMIT THE AVAILABILITY OF CERTAIN CONTRACTS OR DISALLOW USERS BASED ON THEIR CITIZENSHIP, RESIDENCE, OR LOCATION FROM ENGAGING IN ANY TRANSACTIONS ON THE PLATFORM IF DOING SO BECOMES COMMERCIALLY UNSUSTAINABLE OR LEGALLY PROHIBITED, WHICH COULD MATERIALLY AFFECT THE PRICE AND LIQUIDITY OF CONTRACTS.
YOU UNDERSTAND THAT ULTIMATELY IT IS YOUR RESPONSIBILITY TO MAKE SURE THAT YOU COMPLY WITH ANY AND ALL LOCAL REGULATIONS, DIRECTIVES, RESTRICTIONS AND LAWS IN YOUR PLACE(S) OF RESIDENCE BEFORE USING THE SERVICES. WE STRICTLY STATE THAT WE DO NOT PERMIT THE USE OF OUR SERVICES BY USERS FROM A JURISDICTION IN WHICH THE USE OF OUR SERVICES IS NOT PERMITTED. WE ARE NOT OFFERING OR SOLICITING THE USE OF OUR SERVICES TO ANY PERSON LOCATED IN ANY RESTRICTED TERRITORIES OR ANY OTHER JURISDICTION IN WHICH THE SPECIFIC USE OF OUR SERVICES IS NOT AUTHORISED OR IS OTHERWISE PROHIBITED BY LOCAL LAWS.
23. Limitations of Liability
You acknowledge and agree that in no event will Ondo Perps, its Licensors, affiliates, or direct or indirect shareholders, or any of our or their respective officers, directors, partners, employees, representatives, contractors, agents, service providers, successors, or assigns, or any Attestors or their respective successors and assigns (collectively, the "Covered Parties" and each, a "Covered Party") be liable to you or any third party for any indirect, consequential, exemplary, incidental, special or punitive damages, including without limitation lost profit, lost revenue, loss of goodwill or reputation, loss of contract, diminution in value or lost opportunity, loss, corruption or breach of data or any other intangible property, costs, expenses and payments, either in tort (including negligence), contract, strict liability, statutory liability, or any other form, arising out of, relating to, or in connection with: these Terms or any prior version thereof; your use of or inability to use the Site or the Services; any transaction, trade, position, order, or transfer entered into, attempted, executed, or processed on or through the Site or the Services (including any Perpetual Contract); any liquidation, auto-deleveraging, socialized-loss event, insurance-fund drawdown, or other risk-management action taken by or through the Platform; any error, delay, inaccuracy, or failure in any price feed, oracle data, index calculation, funding rate, or other data used in connection with the Services or any Perpetual Contract; any cybersecurity attack, hack, exploit, or unauthorized access affecting the Site, the Services, any blockchain network, smart contract, or digital wallet; any act, omission, or default of any third party (including any user, validator, oracle provider, market maker, Attestor, or other service provider); any regulatory action or change in applicable law; any decision to restrict, suspend, or freeze your access to the Services or any digital assets associated with your Connected Wallet; any other agreement, arrangement, communication, representation, or course of dealing between you and any Covered Party, whether written, oral, electronic, or implied; or any other matter, event, or circumstance, whether or not described in these Terms, arising from or relating to the Site, the Services, any digital asset, any Perpetual Contract, or any blockchain, decentralized, or secure computing technology — in each case even if any Covered Party has been advised of the possibility of such damages and whether or not such damages were foreseeable.
Notwithstanding anything to the contrary contained in these Terms, any other agreement or arrangement between you and any Covered Party, any prior version of these Terms, or any communication, representation, or course of dealing between you and any Covered Party, the aggregate liability of all Covered Parties to you for any and all claims of any kind whatsoever, regardless of the form of action or legal theory asserted (whether in contract, tort, negligence, strict liability, warranty, indemnity, contribution, restitution, unjust enrichment, or otherwise), arising out of, relating to, or in connection with the Site, the Services, any digital asset, any Perpetual Contract, these Terms, or any other matter relating to any interaction between you and any Covered Party, will at all times be limited to the greater of (i) US$5,000.00 (five thousand United States dollars) and (ii) the aggregate fees (including transaction fees, trading fees, liquidation fees, and any other fees or charges) actually paid by you to Ondo Perps during the twelve (12) month period immediately preceding the date on which the first event giving rise to the applicable claim occurred, in each case in the aggregate across all Covered Parties and all claims. This is a single shared cap across all Covered Parties and is not a per-claim, per-incident, or per-Covered-Party cap; any amount paid to you by any Covered Party shall reduce the remaining cap available against all Covered Parties for all other claims on a dollar-for-dollar basis.
You acknowledge and agree that the limitations and exclusions set forth in this Clause 23 are a fundamental element of the basis of the bargain between you and Ondo Perps, that the Covered Parties would not provide the Site or the Services absent such limitations, and that the allocation of risk reflected herein is fair and reasonable in light of the nature of the Services and the inherent risks of blockchain technology, digital assets, and Perpetual Contracts. These limitations apply regardless of whether any Covered Party was advised of the possibility of such loss, whether the loss arises from a breach of a fundamental term or failure of essential purpose of any remedy, and to the fullest extent permitted by applicable law. To the extent any jurisdiction does not permit the exclusion or limitation of certain damages, the liability of the Covered Parties shall be limited to the minimum extent permitted by law. The limitations in this Clause 23 are in addition to, and not in substitution for, any other limitations or exclusions set forth elsewhere in these Terms, including Clause 14 (Risks and Exclusion of Liability) and Clause 24 (No Warranties), and in the event of any conflict, the provision providing the greater protection to the Covered Parties shall prevail.
24. No Warranties
The Site and the Services are provided on an "as-is" and "as-available" basis. You agree that your use of the Site and the Services will be at your sole risk. To the fullest extent permitted by law, we disclaim all warranties, whether express, implied, statutory or otherwise, in connection with the Site and the Services and your use thereof, including, without limitation, the implied warranties of title, merchantability, fitness for a particular purpose, and non-infringement. We make no warranties or representations (i) about the accuracy, reliability, usefulness or completeness of the Site, the Services or the Content; (ii) that the Services will meet your requirements; (iii) that the Services will be uninterrupted, timely, secure or error-free; or (iv) that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations.
You expressly understand and agree that neither we nor our service providers will be liable for any (1) any inaccuracy, defect or omission of Content and materials, including without limitation digital asset price data, oracle data, index values, funding rates, or any error, delay or interruption in the transmission of such Content and materials; (2) any glitches, bugs, errors, or inaccuracies of any kind in our websites, software, systems operated by us or on our behalf or the Site or the Services; (3) any viruses or other malicious software obtained by accessing our websites, software, systems operated by us or on our behalf or the Site or the Services or any website or service linked to our website; (4) any unauthorised access to or use of our secure servers and/or any and all personal data or financial information stored therein; or (5) a suspension, termination, freezing of your digital assets or other action taken with respect to your Connected Wallet.
You expressly understand and agree that you are solely responsible for evaluating and accepting the risks involved in using the Platform, as well as the risks associated with digital assets, Perpetual Contracts, and decentralized systems generally, including, but not limited to: (a) the inherent volatility of digital assets, which may result in sudden and substantial losses in value; (b) the risks of using digital assets due to both features of such assets and the potential unauthorized acts of third-parties, including hacking, phishing, fraud, or cyberattacks; (c) the possibility of limited access to your assets or delays, disruptions, or errors when using the Platform; (d) the potential loss of tokens or other assets due to network failures, errors in any code or algorithm, or factors beyond Ondo Perp's control; and (e) the risk that liquidation, auto-deleveraging, or other automated risk-management mechanisms may close or reduce your positions at a loss.
You agree that you will have no recourse against anyone else for any losses due to your use of the Platform. Such losses may include, but are not limited to, those arising from or relating to: (a) incorrect information, including any displayed token values, oracle prices, funding rates, or transaction details; (b) failures of blockchain networks, including forks, congestion, or malicious attacks; (c) corrupted cryptocurrency wallet files or wallet incompatibilities; (d) unauthorized access to wallets, including losses caused by compromised private keys; (e) errors or inaccuracies in the Platform or its underlying software; (f) failures of, or actions by, third-party systems, services, or applications you rely on to use the Platform; (g) slippage or market inefficiencies when executing trades; (h) any malfunction or failure of the Platform or its decentralized set of validators; (i) regulatory actions or legal uncertainties affecting the availability or use of Platform or related assets; and (j) any liquidation, auto-deleveraging, socialized-loss event, or insurance-fund drawdown affecting your positions.
25. Indemnification; Release
You agree to defend, release, indemnify and hold us, our affiliates and shareholders, and our and their respective officers, directors, shareholders, partners, employees, representatives, contractors, affiliates, agents, service providers, successors and assigns (collectively, "Indemnified Parties" and each, an "Indemnified Party") harmless on demand from and against any loss, costs, damage, expenses, liability, claim, or demand (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) ("Losses"), due to or arising out of: (1) your access to or use of the Site or the Services; (2) any contributions you transmit through the Site (including, without limitation, any content or computer viruses); (3) your breach or anticipatory breach of these Terms; (4) your violation or anticipatory violation of applicable law; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; (6) any overt harmful act toward any other user of the Site; (7) any misrepresentation by you regarding your status as a non-Restricted Person, non-U.S. person, your organization or residence outside the United States and the Restricted Territories, your location outside the United States and the Restricted Territories, that you are not placing orders from the United States or any Restricted Territory, that you are not acting on behalf or for the benefit of any of the foregoing, or your eligibility to use the Services; or (8) any claim by a governmental or regulatory authority arising from or in connection with your use of the Services. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
You agree to release each of the Indemnified Parties from any and all claims and demands (and waive any rights you may have against any of the Indemnified Parties in relation to any Losses you may suffer or incur), arising directly or indirectly out of or in connection with any dispute that you have with any other user of the Site or the Services or other third party in connection with the Services (including any digital asset transactions or Perpetual Contract positions) or the subject matter of the Terms.
26. User Data
We will maintain certain data that you transmit to the Site, as well as data relating to your use of the Site, for purposes of managing the performance of the Site and improving the Site, and you hereby consent to the use of such data for such purposes and for the other purposes set out in the "Privacy Policy/Notice" published on the Site (the "Privacy Policy"). Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.
27. Rewards and Promotional Campaigns
From time to time, Ondo Perps may, in its sole discretion, offer rewards, rebates, incentive payments, promotional credits, trading competitions, or other promotional programs or campaigns (each, a "Campaign") to eligible Users in connection with their use of the Site or the Services. Each Campaign, including the criteria for eligibility, qualifying activity, calculation and amount of any reward, form, currency, and timing of any payment or credit, duration, and any other terms and conditions applicable thereto, will be determined by Ondo Perps in its sole discretion and may be set forth in supplemental terms or campaign-specific rules posted on the Site or otherwise communicated by Ondo Perps (collectively, "Campaign Terms"). The applicable Campaign Terms are incorporated by reference into these Terms with respect to your participation in the relevant Campaign, and, to the extent of any conflict between these Terms and any applicable Campaign Terms with respect to a Campaign, the Campaign Terms will govern solely with respect to such Campaign.
Without limitation, you acknowledge and agree that: (a) Restricted Persons are not eligible to participate in any Campaign, and any rewards purportedly accrued by or on behalf of a Restricted Person are void; (b) Ondo Perps may, in its sole discretion and at any time, modify, suspend, terminate, withdraw, or cancel any Campaign, in whole or in part, without prior notice and without liability to you, including with respect to any reward that has accrued but has not yet been paid or credited; (c) eligibility for, and the amount and form of, any reward is determined by Ondo Perps in its sole discretion, and Ondo Perps's determinations in this regard are final and binding; (d) participation in any Campaign does not entitle you to any specific reward, and Ondo Perps makes no representation or warranty that any reward will be paid, credited, or maintain any particular value; (e) you are solely responsible for any taxes, withholdings, fees, or other amounts payable in respect of any reward you receive, and Ondo Perps may withhold or deduct any such amounts as it determines to be required by applicable law; (f) any wash trading, self-matching, collusion, use of multiple accounts, market manipulation, exploitation of bugs or errors, or other abusive, fraudulent, or bad-faith activity by you or any person acting in concert with you for the purpose of qualifying for or maximising rewards under any Campaign is strictly prohibited and, without limitation, will entitle Ondo Perps to disqualify you from participation, claw back, reverse, or withhold any rewards (whether or not already paid or credited), and pursue any other remedies available under these Terms, applicable Campaign Terms, or applicable law, and will constitute a breach of Clauses 2 and 3 of these Terms; and (g) no Covered Party shall have any liability to you for any Losses arising out of or in connection with any Campaign, including, without limitation, any modification, suspension, termination, denial, clawback, or non-payment thereof.
Without prejudice to the foregoing, Ondo Perps offers an eligible trader incentive program (the "Eligible Trader Program") through which qualifying high-frequency, high-volume, or large-value Users may be eligible to receive trading-fee rebates, credits, or other incentives based on their trading activity on the Platform. The Eligible Trader Program is open to inquiries from any User and is administered by Ondo Perps on equivalent terms to similarly situated Users. Interested Users may inquire about eligibility and request a copy of the applicable program terms (the "Eligible Trader Program Terms") by contacting Ondo Perps at [support@ondoperps.xyz]{.underline} (or such other email address as Ondo Perps may designate from time to time). The Eligible Trader Program Terms apply to enrolled Users with respect to their participation in the Eligible Trader Program; in the event of any conflict between these Terms and the Eligible Trader Program Terms with respect to the Eligible Trader Program, the Eligible Trader Program Terms govern solely with respect to such Eligible Trader Program. Notwithstanding anything to the contrary, Ondo Perps reserves the right, in its sole and absolute discretion, to accept, decline, condition, modify, suspend, or terminate any User's enrollment in or participation in the Eligible Trader Program, in whole or in part, at any time and for any reason or no reason, without notice and without liability, and to modify, suspend, withdraw, or discontinue the Eligible Trader Program, or any Eligible Trader Program Terms (including any rebate tier, qualifying activity, payment timing, or other parameter), in whole or in part, at any time and in its sole discretion.
28. Miscellaneous
These Terms (including any documents incorporated by reference) and any policies or operating rules posted by us on the Site or in respect to the Site constitute the entire agreement and understanding between you and us in relation to the Site. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. These Terms operate to the fullest extent permissible by law.
Notwithstanding the foregoing, if you and Ondo Perps (or any of its affiliates) have entered into a separate written agreement governing your access to or use of the Platform or the provision of trading services thereon (including, without limitation, any market-making agreement, liquidity provision agreement, designated dealer agreement, retainer agreement, or other commercial trading services agreement) (a "Separate Written Agreement"), such Separate Written Agreement shall govern with respect to its subject matter, and these Terms shall apply to you only to the extent not inconsistent with such Separate Written Agreement. The existence of a Separate Written Agreement does not relieve you from your obligation to comply with these Terms with respect to all matters not addressed in such Separate Written Agreement.
You may not assign or transfer any of your rights or obligations under these Terms, without our express prior written consent, including by operation of law or in connection with any change of control. We may assign or transfer any or all of our rights or obligations under these Terms, in whole or in part, with or without notice or obtaining your consent or approval.
If any provision or part of a provision of these Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment, or agency relationship created between you and us because of these Terms or use of the Site. You agree that these Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defense you may have based on the electronic form of these Terms and the lack of signing by the parties hereto to execute and deliver these Terms.
We may provide any notice to you under these Terms using commercially reasonable methods, including using public communications channels. Notices we provide using public communications channels will be effective as of the date of the posting.
These Terms are published in the English language. These Terms may be translated into other languages for convenience only; in the event of any conflict or inconsistency between the English version and any translation, this English version shall prevail. The same applies to the Privacy Policy and any cookie policy or other policy published on the Site. You acknowledge that you have read and understood the English version of these Terms, the Privacy Policy and any cookie policy or other policy published on the Site, and you are not relying on any translation.
