Terms of Service

Last modified: Feburary 26, 2023

These Terms of Service (the “Agreement”) explains the terms and conditions by which you may access and use https://app.compounder.fi, a website-hosted user interface (the “Interface” or “App”) provided by compounder.fi (“we”, “our”, or “us”). You must read this Agreement carefully as it governs your use of the Interface. By accessing or using the Interface, you signify that you have read, understand, and agree to be bound by this Agreement in its entirety. If you do not agree, you are not authorized to access or use the Interface and should not use the Interface.

Disclaimer of Liability

You understand and agree that your use of the Protocol is at your own risk. The Protocol is provided on an "as is" and "as available" basis without any warranties, express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

Compounder.fi and its owners, officers, employees, affiliates, agents, and licensors shall not be liable to you or any third party for any direct, indirect, incidental, special, consequential, or punitive damages arising out of or relating to your use of the Protocol or inability to use the Protocol.

You agree to release, indemnify, and hold Compounder.fi and its owners, officers, employees, affiliates, agents, and licensors harmless from any and all claims, demands, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with your use of the Protocol.

Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL WE OR ANY OF OUR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, OR SUBSIDIARIES BE LIABLE TO YOU FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING (BUT NOT LIMITED TO) DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE PROPERTY, ARISING OUT OF OR RELATING TO ANY ACCESS OR USE OF THE INTERFACE, NOR WILL WE BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE INTERFACE OR THE INFORMATION CONTAINED WITHIN IT. WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY: (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM ANY ACCESS OR USE OF THE INTERFACE; (C) UNAUTHORIZED ACCESS OR USE OF ANY SECURE SERVER OR DATABASE IN OUR CONTROL, OR THE USE OF ANY INFORMATION OR DATA STORED THEREIN; (D) INTERRUPTION OR CESSATION OF FUNCTION RELATED TO THE INTERFACE; (E) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE INTERFACE; (F) ERRORS OR OMISSIONS IN, OR LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF, ANY CONTENT MADE AVAILABLE THROUGH THE INTERFACE; AND (G) THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.

No Investment Advice

The Protocol does not provide investment advice or recommendations. You are solely responsible for conducting your own research and due diligence before making any investment decisions. You acknowledge and agree that Compounder.fi and its owners, officers, employees, affiliates, agents, and licensors do not endorse, recommend, or guarantee any investment or trading strategy or the accuracy or completeness of any information provided through the Protocol.

No Control over Third-Party Services

The Protocol may contain links to third-party websites, products, or services that are not owned or controlled by Compounder.fi. Compounder.fi and its owners, officers, employees, affiliates, agents, and licensors have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites, products, or services.

No Guarantee of Protocol

Availability of Compounder.fi and its owners, officers, employees, affiliates, agents, and licensors reserve the right to modify, suspend, or discontinue the Protocol at any time without notice. You acknowledge and agree that Compounder.fi and its owners, officers, employees, affiliates, agents, and licensors shall not be liable to you or any third party for any modification, suspension, or discontinuance of the Protocol.

Prohibited Activity

You agree not to engage in, or attempt to engage in, any of the following categories of prohibited activity in relation to your access and use of the Interface:

• Intellectual Property Infringement. Activity that infringes on or violates any copyright, trademark, service mark, patent, right of publicity, right of privacy, or other proprietary or intellectual property rights under the law.

• Cyberattack. Activity that seeks to interfere with or compromise the integrity, security, or proper functioning of any computer, server, network, personal device, or other information technology system, including (but not limited to) the deployment of viruses and denial of service attacks.

• Fraud and Misrepresentation. Activity that seeks to defraud us or any other person or entity, including (but not limited to) providing any false, inaccurate, or misleading information in order to unlawfully obtain the property of another.

• Market Manipulation. Activity that violates any applicable law, rule, or regulation concerning the integrity of trading markets, including (but not limited to) the manipulative tactics commonly known as “rug pulls”, pumping and dumping, and wash trading.

• Securities and Derivatives Violations. Activity that violates any applicable law, rule, or regulation concerning the trading of securities or derivatives, including (but not limited to) the unregistered offering of securities and the offering of leveraged and margined commodity products to retail customers in the United States.

• Sale of Stolen Property. Buying, selling, or transferring of stolen items, fraudulently obtained items, items taken without authorization, and/or any other illegally obtained items.

• Data Mining or Scraping. Activity that involves data mining, robots, scraping, or similar data gathering or extraction methods of content or information from the Interface.

• Objectionable Content. Activity that involves soliciting information from anyone under the age of 18 or that is otherwise harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, discriminatory, or otherwise objectionable.

• Any Other Unlawful Conduct. Activity that violates any applicable law, rule, or regulation of the United States or another relevant jurisdiction, including (but not limited to) the restrictions and regulatory requirements imposed by U.S. law.

Non-Custodial and No Fiduciary Duties

The Interface is a purely non-custodial application, meaning we do not ever have custody, possession, or control of your digital assets at any time. It further means you are solely responsible for the custody of the cryptographic private keys to the digital asset wallets you hold and you should never share your wallet credentials or seed phrase with anyone. We accept no responsibility for, or liability to you, in connection with your use of a wallet and make no representations or warranties regarding how the Interface will operate with any specific wallet. Likewise, you are solely responsible for any associated wallet and we are not liable for any acts or omissions by you in connection with or as a result of your wallet being compromised. This Agreement is not intended to, and does not, create or impose any fiduciary duties on us. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated. You further agree that the only duties and obligations that we owe you are those set out expressly in this Agreement.

Compliance and Tax Obligations

The Interface may not be available or appropriate for use in your jurisdiction. By accessing or using the Interface, you agree that you are solely and entirely responsible for compliance with all laws and regulations that may apply to you.

Specifically, your use of the Interface or the Protocol may result in various tax consequences, such as income or capital gains tax, value-added tax, goods and services tax, or sales tax in certain jurisdictions.

It is your responsibility to determine whether taxes apply to any transactions you initiate or receive and, if so, to report and/or remit the correct tax to the appropriate tax authority.

Assumption of Risk

By accessing and using the Interface, you represent that you are financially and technically sophisticated enough to understand the inherent risks associated with using cryptographic and blockchain-based systems, and that you have a working knowledge of the usage and intricacies of digital assets such as ether (ETH), so-called stablecoins, and other digital tokens such as those following the Ethereum Token Standard (ERC-20) or the Non-Fungible Token Standard (ERC-721).

In particular, you understand that the markets for these digital assets are nascent and highly volatile due to risk factors including (but not limited to) adoption, speculation, technology, security, and regulation. You understand that anyone can create a token, including fake versions of existing tokens and tokens that falsely claim to represent projects, and acknowledge and accept the risk that you may mistakenly trade those or other tokens. So-called stablecoins may not be as stable as they purport to be, may not be fully or adequately collateralized, and may be subject to panics and runs.

Further, you understand that smart contract transactions automatically execute and settle, and that blockchain-based transactions are irreversible when confirmed. You acknowledge and accept that the cost and speed of transacting with cryptographic and blockchain-based systems such as Ethereum are variable and may increase dramatically at any time. You further acknowledge and accept the risk of selecting to trade in Expert Modes, which can expose you to potentially significant price slippage and higher costs.

If you act as a liquidity provider to the Protocol through the Interface, you understand that your digital assets may lose some or all of their value while they are supplied to the Protocol through the Interface due to the fluctuation of prices of tokens in a trading pair or liquidity pool.

In summary, you acknowledge that we are not responsible for any of these variables or risks, do not own or control the Protocol, and cannot be held liable for any resulting losses that you experience while accessing or using the Interface. Accordingly, you understand and agree to assume full responsibility for all of the risks of accessing and using the Interface to interact with the Protocol.

Third-Party Resources and Promotions

The Interface may contain references or links to third-party resources, including (but not limited to) information, materials, products, or services, that we do not own or control. In addition, third parties may offer promotions related to your access and use of the Interface. We do not approve, monitor, endorse, warrant or assume any responsibility for any such resources or promotions. If you access any such resources or participate in any such promotions, you do so at your own risk, and you understand that this Agreement does not apply to your dealings or relationships with any third parties. You expressly relieve us of any and all liability arising from your use of any such resources or participation in any such promotions.

Release of Claims

You expressly agree that you assume all risks in connection with your access and use of the Interface. You further expressly waive and release us from any and all liability, claims, causes of action, or damages arising from or in any way relating to your use of the Interface. If you are a California resident, you waive the benefits and protections of California Civil Code § 1542, which provides: "[a] general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."

Indemnity

You agree to hold harmless, release, defend, and indemnify us and our officers, directors, employees, contractors, agents, affiliates, and subsidiaries from and against all claims, damages, obligations, losses, liabilities, costs, and expenses arising from: (a) your access and use of the Interface; (b) your violation of any term or condition of this Agreement, the right of any third party, or any other applicable law, rule, or regulation; and (c) any other party's access and use of the Interface with your assistance or using any device or account that you own or control.

No Warranties

The Interface is provided on an "AS IS" and "AS AVAILABLE" basis. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ANY REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING (BUT NOT LIMITED TO) THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. You acknowledge and agree that your use of the Interface is at your own risk. We do not represent or warrant that access to the Interface will be continuous, uninterrupted, timely, or secure; that the information contained in the Interface will be accurate, reliable, complete, or current; or that the Interface will be free from errors, defects, viruses, or other harmful elements. No advice, information, or statement that we make should be treated as creating any warranty concerning the Interface. We do not endorse, guarantee, or assume responsibility for any advertisements, offers, or statements made by third parties concerning the Interface.

Similarly, the Protocol is provided "AS IS", at your own risk, and without warranties of any kind. Although we contributed to the initial code for the Protocol, we do not provide, own, or control the Protocol, which is run autonomously without any headcount by smart contracts deployed on various blockchains. No developer or entity involved in creating the Protocol will be liable for any claims or damages whatsoever associated with your use, inability to use, or your interaction with other users of, the Protocol, including any direct, indirect, incidental, special, exemplary, punitive or consequential damages, or loss of profits, cryptocurrencies, tokens, or anything else of value. We do not endorse, guarantee, or assume responsibility for any advertisements, offers, or statements made by third parties concerning the Interface.

Dispute Resolution

We will use our best efforts to resolve any potential disputes through informal, good faith negotiations. If a potential dispute arises, you must contact us by sending an email to [e-mail] so that we can attempt to resolve it without resorting to formal dispute resolution. If we aren't able to reach an informal resolution within sixty days of your email, then you and we both agree to resolve the potential dispute according to the process set forth below.

Any claim or controversy arising out of or relating to the Interface, this Agreement, or any other acts or omissions for which you may contend that we are liable, including (but not limited to) any claim or controversy as to arbitrability ("Dispute"), shall be finally and exclusively settled by arbitration under the JAMS Optional Expedited Arbitration Procedures. You understand that you are required to resolve all Disputes by binding arbitration. The arbitration shall be held on a confidential basis before a single arbitrator, who shall be selected pursuant to JAMS rules. The arbitration will be held in New York, New York, unless you and we both agree to hold it elsewhere. Unless we agree otherwise, the arbitrator may not consolidate your claims with those of any other party. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Class Action and Jury Trial Waiver

You must bring any and all Disputes against us in your individual capacity and not as a plaintiff in or member of any purported class action, collective action, private attorney general action, or other representative proceeding. This provision applies to class arbitration. You and we both agree to waive the right to demand a trial by jury.

Intellectual Property

The Protocol and all content and materials contained therein, including but not limited to text, graphics, logos, images are the property of Compounder.fi and its owners, officers, employees, affiliates, agents, and licensors and are protected by copyright, trademark, and other intellectual property laws.

You are granted a limited, non-exclusive, non-transferable, and revocable license to access and use the Protocol for your personal, non-commercial use only. You may not reproduce, modify, distribute, transmit, display, perform, or create derivative works of the Protocol or any content or materials contained therein without the prior written consent of Compounder.fi.

Open-Source Code

The Protocol may contain open-source code that is licensed under the terms of a third-party license agreement. By using the Protocol, you agree to be bound by the terms of any such third-party license agreement.

You acknowledge and agree that the open-source code provided through the Protocol is provided on an "as is" basis and without any warranties, express or implied. Compounder.fi and its owners, officers, employees, affiliates, agents, and licensors shall not be liable to you or any third party for any direct, indirect, incidental, special, consequential, or punitive damages arising out of or relating to your use of the open-source code.

You acknowledge and agree that Compounder.fi and its owners, officers, employees, affiliates, agents, and licensors have no obligation to provide support or maintenance for the open-source code provided through the Protocol.

By using the Protocol, you agree to comply with all applicable laws, regulations, and third-party license agreements governing the use of the open-source code. You also agree to indemnify and hold Compounder.fi and its owners, officers, employees, affiliates, agents, and licensors harmless from any and all claims, demands, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with your use of the open-source code.

You acknowledge and agree that any modifications, enhancements, or derivative works that you create based on the open-source code provided through the Protocol shall be owned by you, subject to the terms of any applicable third-party license agreement. Compounder.fi and its owners, officers, employees, affiliates, agents, and licensors shall have no ownership or other intellectual property rights in any modifications, enhancements, or derivative works that you create based on the open-source code provided through the Protocol.

By using the Protocol, you acknowledge and agree that the open-source code provided through the Protocol is provided without any warranty of non-infringement, and that you are solely responsible for ensuring that your use of the open-source code does not infringe the intellectual property rights of any third party.

Governing Law

You agree that the laws of the State of New York, without regard to principles of conflict of laws, govern this Agreement and any Dispute between you and us. You further agree that the Interface shall be deemed to be based solely in the State of New York, and that although the Interface may be available in other jurisdictions, its availability does not give rise to general or specific personal jurisdiction in any forum outside the State of New York. Any arbitration conducted pursuant to this Agreement shall be governed by the Federal Arbitration Act. You agree that the federal and state courts of New York County, New York are the proper forum for any appeals of an arbitration award or for court proceedings in the event that this Agreement's binding arbitration clause is found to be unenforceable.

Modification of Terms

Compounder.fi reserves the right to modify these Terms at any time without notice. Your continued use of the Protocol after any such modification shall constitute your acceptance of the modified Terms.

Entire Agreement

These Terms constitute the entire agreement between you and Compounder.fi with respect to the use of the Protocol