Terms of Service
Terms of Service
Last Updated: March 2023
Please read these Terms of Service carefully as they form a legally binding contract between you and us.
These terms of service (the “Terms”) govern your (“you” or “your”) use of the services provided by Premia, including https://premia.blue/ (the “Website”) and any of its other platforms, websites or apps, and your Account (as defined below) (collectively, the “Services”), and creates a binding contract between you and the operator of the Premia Ecosystem of smart contracts (“Premia,” "we," "us," or "our"). Defy Network Services Limited (“Defy”) manages the Website, which acts as a front-end to the decentralized Premia Ecosystem. For the avoidance of doubt, Defy is not the operator of the Premia Ecosystem of smart contracts and has no control to update, enhance, amend, fix, or otherwise alter any of the smart contracts that may be interacted with on the Website or through the Services.
Any reference to “Account” in these Terms shall mean the wallet account you self-custody that interacts with us to allow you to use the Services. “Account” may also be used with respect to other Service users who have opened an account with us.
We ask you to please read these Terms thoroughly so you properly understand your obligations and your rights in relation to our Services and your Account. By installing, accessing, downloading, or otherwise using the Services, you are agreeing to comply with and be bound by these Terms. If you breach or violate any of the Terms, we have the right to disable and block your access to the Services immediately.
We can make updates to these Terms at any time and will make any updated versions of the Terms available via the Services. Your continued use of the Services will be deemed acceptance of the updated Terms. However, if you do not accept the updated Terms, you can no longer use the Services. We therefore encourage you to regularly review the Terms to ensure you are fully aware of your obligations and rights regarding the Services.
1. CONTACT
If you have any questions about the Services, your Account, these Terms, or our Privacy Policy, please email us at contact@defy.blue
2. RESTRICTIONS OF USE
DEFY DOES NOT ALLOW RESIDENTS OR INDIVIDUALS LOCATED IN, OR ENTITIES ORGANISED UNDER THE LAWS OF, THE FOLLOWING COUNTRIES OR TERRITORIES TO TRADE ON ITS PLATFORMS AND/OR OTHERWISE USE ITS SERVICES: UNITED STATES OF AMERICA; CHINA; CUBA; CRIMEA AND SEVASTOPOL; IRAN; AFGHANISTAN; SYRIA; NORTH KOREA; CHINA; OR ANY OTHER COUNTRIES IN WHICH THE SERVICES OR PART THEREOF MAY BE RESTRICTED OR CONSIDERED UNLAWFUL SUCH AS HONG KONG, THAILAND, MALAYSIA, AND CANADA (TOGETHER, THE “RESTRICTED COUNTRIES” AND EACH A “RESTRICTED COUNTRY”).
FOR THE AVOIDANCE OF DOUBT, DEFY DOES NOT OFFER ITS SERVICES TO RESIDENTS OF, INDIVIDUALS LOCATED IN, OR ENTITIES ORGANISED UNDER THE LAWS OF, ANY RESTRICTED COUNTRY, AND ALL SUCH PERSONS AND ENTITIES ARE EXPRESSLY RESTRICTED FROM ACCESSING OR USING THE SERVICES. THIS INCLUDES ANY U.S. PERSON (AS DEFINED UNDER REGULATION S UNDER THE SECURITIES ACT OF 1993 (AS AMENDED)).
IT IS YOUR RESPONSIBILITY TO ENSURE THAT THE COUNTRY FROM WHICH YOU ACCESS THE SERVICES IS NOT A RESTRICTED COUNTRY, AND WE ENCOURAGE YOU TO SEEK LEGAL ADVICE BEFORE USING THE SERVICES.
3. NO FIDUCIARY RELATIONSHIP
You expressly acknowledge and agree that we are not your broker, underwriter advisor, intermediary, or agent and have no fiduciary relationship or obligation to you regarding any decisions, actions, or activities you effect, make, or undertake when using the Services. Neither our communications nor any information or content we provide or make available to you is intended as or shall be considered or construed as financial, legal, or any other advice.
4. ELIGIBILITY
To be able to use the Services, you warrant and represent that you satisfy the eligibility requirements as described in these Terms. At any time, if requested, you must provide us with correct and up-to-date information demonstrating your compliance with eligibility requirements.
You represent and warrant that you satisfy the following eligibility requirements:
• Age: if you are an individual accepting these Terms on your own behalf or on behalf of the organisation you present, you must be at least 18 years of age or higher based on the age of majority in your jurisdiction.
• Authorised Entity: if you are registering the use of the Services on behalf of a legal entity, you represent and warrant that: (i) such legal entity is duly organised and validly existing under the applicable laws of the jurisdiction of the organisation; and (ii) you are duly authorised by such legal entity to act on its behalf.
• Location: you are not located, resident or formed under the laws of a Restricted Country, as detailed in section 2.
• Previous Suspension: you, or the organisation you represent, must not have been previously suspended, removed, or otherwise restricted from using the Services or any other service or product provided by Premia or a Premia affiliate.
• Technical Expertise: you have the necessary technical expertise and ability to review and evaluate the security, integrity, and operation of any Cryptocurrency Derivative Position, and the knowledge, experience, understanding, professional advice, and information to make your own evaluation of the merits, risks and applicable legal, tax and compliance requirements under applicable laws of any Cryptocurrency Derivative Position. Further, you know, understand and accept the risks associated with your Ethereum Address (or other wallet address), the Ethereum Blockchain (other blockchains), Ether and Cryptocurrency Derivative Positions, and accept the risks associated with Cryptocurrency Derivative Positions, and are responsible for conducting your own independent analysis of the risks specific to any Cryptocurrency Derivative Positions.
5. USE OF THE SERVICES
When using the Services, you agree to comply with the following provisions.
• Restricted Country: you must not access or use, or attempt to access or use the Services, while located in, or formed under the laws of, a Restricted Country, as is detailed in section 2. You must not seek or attempt to circumvent the measures and procedures in place to access the Services from a Restricted Country, for example, by VPN.
• Self-Trades: you are not permitted to conduct self-trades executed to manipulate markets, report statistics, or cause liquidation.
• Your Account: you will only have one Account to access and use the Services. If your Account is established and used by an organisation, you will only permit authorised individuals to use your Account.
6. GENERAL CONDITIONS
In addition to any other conditions included in these Terms which you must comply with, please also be aware of the following:
• Law: you must comply with all applicable laws, regulations and rules and not be prohibited from using the Services in any way due to the applicable laws, regulations and rules or any criminal conviction you may have, including if you are located in a Restricted Country.
• Disabled Account: you must not use the Services if your Account (or an account for any other service or application of a Premia group company) has been disabled in the past.
• Account Security: you are responsible for keeping your device, your cryptocurrency wallet address, your Account, and any security codes/passwords safe and secure. If your Account has been hacked, compromised, or breached in any way, please contact us immediately at contact@defy.blue
7. ACCEPTABLE USE
When using the Services, you must always do so for legal, authorised, and acceptable purposes. When using the Services, you will not, nor permit any person to:
• use them in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with or contravening these Terms;
• violate or infringe the rights of Premia, any of its group companies, our users, or other third parties, including rights in respect of privacy, intellectual property, or other proprietary rights;
• provide false, inaccurate or misleading information;
• engage in any potentially fraudulent or suspicious activity and/or transactions;
• refuse to cooperate with an investigation or provide any information we request;
• transmit any communication, material or other content that is illegal, obscene, defamatory, threatening, intimidating, harassing, hateful, racially or ethnically offensive, or which could instigate or encourage conduct that would be illegal or otherwise inappropriate, including promoting violent crimes;
• impersonate someone or an entity;
• seek to harm Premia, our group companies, or any of our users or customers; or
• access, use, copy, modify, distribute, display, otherwise exploit or prepare derivative works based upon and of our Services in impermissible or unauthorised manners or in ways that harm us, our group companies, our Services, systems, users, or others. In particular, you must not, nor permit any person to: - reverse engineer, alter, modify, create derivative works from, decompile, or extract code from our Services, except to the extent permitted by law;
send, store, or transmit viruses or other harmful computer code through or onto our Services;
gain or attempt to gain unauthorised access to our systems or those of our group companies; o create accounts for our Services through unauthorised means;
collect the information of or about our users in any impermissible or unauthorised manner; and/or
sell, resell, rent, or charge for the use of, our Services.
8. LICENCES AND INTELLECTUAL PROPERTY
8.1 What we own or control
Throughout our relationship with you, we retain ownership and/or control, as appropriate, of the Services and all intellectual property rights therein, including all copyrights, trademarks, domains, logos, trade secrets, patents, and other intellectual property rights that have existed, do, may or will exist in the future ("Intellectual Property"). You may not use our Intellectual Property unless permitted under these Terms or with our express written consent (which you can seek by contacting us using the contact details above).
8.2 What you own
Throughout our relationship with you, you retain ownership of the details, information or other data you submit for your Account or through the use of our Services. You also have the right to grant the rights and licences in these Terms as further detailed below.
8.3 Licence to us
In order for us to provide our Services to you to the best of our ability, you grant Premia a worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, create derivative works of, and display the information (including any content) that you upload, store, send, or receive on or through the use of the Services. We will only use such rights for the limited purpose of providing our Services.
8.4 Right to you
In order for you to receive the Services at the best standard, we grant you a revocable, non-exclusive, non-sublicenseable and non-transferable right to use the Services for the sole purpose for which they were created, subject to and in accordance with these Terms. No other licences or rights are granted to you by implication or otherwise.
8.5 Infringement of Intellectual Property
If you believe our Intellectual Property is being infringed by a third party, please contact us immediately using the contact details provided above. If we believe you are infringing our Intellectual Property or the intellectual property of another, we may terminate your access to the Services with immediate effect.
9. PRIVACY
As you may know, to use the Services, we must collect, store, use, share and otherwise process your personal data. To learn more about why and how we do this, please read our Privacy Policy Privacy Policy. It will also provide useful information about the rights you may have in relation to your personal data and how you may be able to exercise such rights.
10. DISCLAIMER
You use and accept the provision of the Services at your own risk and at all times subject to the following disclaimers:
• the Services are each provided on an “as is” and “as available” basis without any express or implied warranties;
• any Smart Contracts you interact with are entirely your own responsibility and liability, and that we are not party to the Smart Contracts;
• at any time, your access to your cryptocurrency assets may be suspended or terminated or there may be a delay in your access or use of your cryptocurrency assets which may result in the cryptocurrency assets diminishing in value or you being unable to complete a Smart Contract;
• no warranty is given that any information or content provided or made available by us is accurate, up to date, complete, or useful, that the Services will be operational, free from errors, secure, safe, or that the Services will function without disruptions, delays or imperfections;
• no warranty is given regarding the availability or uninterrupted use of the Services. From time to time, access may be interrupted, suspended or restricted, including because of a fault, error or unforeseen circumstances or because we are carrying out planned maintenance;
• we do not control, and are not responsible for controlling, how or when our users use our Services; and
• we are not responsible for and are not obligated to control the actions or information (including content) of our users or other third parties. The foregoing disclaimers will apply to the fullest extent permitted by applicable law.
11. OUR LIABILITY
11.1 Our Liability We accept liability for any losses you may suffer as a result of us not complying with our obligations under our Terms with you, or as a result of our negligence or fraud.
11.2 Limitation and Exclusion of Liability
Unless expressly stated otherwise in these Terms, we, our affiliates, subsidiaries, directors, employees, partners, and agents (together the "Premia Group") will not be held liable to you, whether in contract (including under any indemnity), tort (including negligence), under statute or otherwise, under or in connection with these Terms, your activities under your Account, your use of the Services, and/or our provision of the Services, for any:
• consequential, indirect, or special losses or damages;
• loss of profits, loss of business, or loss of business opportunity;
• losses incurred as a result of abnormal or unforeseeable circumstances outside our reasonable control, including delays or failures caused by problems of another system or network, mechanical breakdown, industrial action, or a pandemic;
• losses incurred as a result of unauthorised access or use of your Account;
• losses incurred where a law, or guidance or instruction from a governmental authority, requires us to take action, for example, to terminate these Terms and cease providing you access to the Services; or
• any other loss or damage to the extent that such loss or damage is caused or contributed to by you, or is a result of the failure by you to comply with these Terms.
For any other losses or damages for which we are found liable, the Premia Group’s aggregate liability towards you for all claims during our relationship with you shall not exceed EUR 100.
The foregoing exclusions and cap of liability will each apply to the fullest extent permitted by applicable law.
12. YOUR LIABILITY
To the extent permitted by law, you agree to defend, indemnify, and hold harmless the Premia Group from and against all liabilities, damages, losses, and costs (including reasonable legal fees and costs) relating to, arising out of, or in any way in connection with any of the following: (a) your access to or use of our Services; (b) your breach of our Terms; or (c) any misrepresentation made by you.
13. TERMINATION OF THESE TERMS
If your access to the Services is terminated in accordance with any of the following provisions or any other provision in these Terms, these Terms will automatically terminate.
13.1 Our right
We may, at any time, disable your access to the Services (either indefinitely or for a set period of time) and/or terminate your access and use of any or all of the Services (including any services of our group companies) for any reason, including if any of the following occur:
• we suspect you are using the Services for, or permitting the Services to be used for, criminal or fraudulent purposes;
• we suspect you are located or established in a Restricted Country;
• we suspect someone is using your Account without your authority;
• we suspect or identify that you are not eligible to use the Services;
• your behaviour towards our staff makes it difficult for us to deal with you;
• you do not accept any updated versions of these Terms;
• you do not pay any money owed to us;
• you do not pay any interest, fees, or charges owed on time;
• you go into bankruptcy, enter into an individual voluntary arrangement, have a debt relief order or trust deed lodged against you, or enter into any other form of analogous circumstances;
• you die; or
• we suspect you have violated these Terms.
13.2 Your right
You can cease using the Services at any time.
13.3 Continuing provisions
However caused, the following provisions will survive any termination of your relationship with us: Licences And Intellectual Property, Disclaimer, Our Liability, Your Liability, Termination Of These Terms, General, Dispute Resolution And Governing Law.
14. LANGUAGE
These Terms were prepared in English and therefore the default language is English. Should you wish to access these Terms in a different language, please update the language setting on your device to the preferred language. Please note that not all languages are available and should there be any discrepancies or differing interpretations or meanings between the English version of these Terms and any translation, the English Terms shall prevail.
15. GENERAL In addition to any other terms and conditions within these Terms, please be aware of the following:
• Entire Agreement: unless stated otherwise by Premia, these Terms make up the entire agreement between you and Premia regarding your use of the Services.
• Restricted Countries: our Services should not be accessed or otherwise used in any Restricted Country.
• Applicable Law: you agree to comply with all laws that apply to you in your use of the Services.
• Waiver: any waiver of any Terms, obligations, or rights hereunder is not permitted without our written consent.
• Assignment: we may assign or otherwise transfer all or some of our rights and obligations under these Terms to another party. You may assign or otherwise transfer all or some of our rights and obligations under these Terms to another party with our prior written consent.
• Third Parties: except as stated or contemplated herein, these Terms do not give any third party any rights.
• Severance: if any provision of these Terms is deemed illegal, unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from our Terms and shall not affect the validity and enforceability of the remaining provisions.
16. DISPUTE RESOLUTION AND GOVERNING LAW
We try to provide clear rules so that we can limit or hopefully avoid disputes between you and us. If a dispute does arise, however, please see the following as to how it can be resolved and what laws will apply. Unless expressly required otherwise by law, these Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales.
We both agree that should any dispute or claim (including non-contractual disputes or claims) arise out of or in connection with these Terms or their subject matter or formation, we will settle any such dispute or claim by arbitration in the British Virgin Islands. If you are an individual, you are not bound to refer any dispute or claim to arbitration and may pursue a dispute or claim through any other available method in the British Virgin Islands.
17. Electronic Signature and Wallet Signatures for Premia Protocol
By engaging with the Premia Protocol and utilizing its electronic services, you provide your explicit consent and agreement to the use of electronic signatures. This consent extends to the act of selecting items, buttons, icons (including electronic "I accept" buttons), or any analogous actions using devices such as keypads, mice, or other devices. Through these actions, you signify your acceptance, agreement, and signature, akin to a physical signature on a written document.
This agreement encompasses a wide array of activities, including accessing electronic services, making transactions, and engaging with documents, agreements, acknowledgments, consents, terms, disclosures, and conditions presented through our electronic platform. While utilizing these services, your actions hold the same legal weight as if you had physically signed the documents in writing.
Your interaction with documents, agreements, terms, or disclosures that you have accepted or agreed to and your historical transactions is available on the Premia Platform. Additionally, these records are included in the notices and communications we may send you.
As the Premia Protocol advances, it is crucial to acknowledge the role of wallet signatures, specifically Eth_sign requests. Utilizing your wallet signature in processes such as electronic agreements and transactions further solidifies your acceptance and agreement, enhancing security and authenticity in your digital interactions.
We encourage you to confidently engage with the Premia Protocol's electronic services, knowing that your actions are considered legally binding and secure and that your electronic signature holds the same significance as a traditional handwritten signature.
Last updated