Terms and Conditions
Within these Terms, words of any gender shall be held and construed to include any other gender, and words in the singular number shall be held and construed to include the plural unless the context otherwise requires.
By accessing or using Fahrenheit's Chain or Services, as further defined in Section 1, the User accepts and agrees to be bound by and comply with these Terms, including the mandatory arbitration provision envisaged in Section 18. If the User does not agree to these Terms, such User should not access or use Fahrenheit's Chain or Services.
The User must be able to form a legally binding contract online on behalf of a company or as an individual, as outlined in Section 2.
Fahrenheit appeals to the User to carefully review the disclosures and disclaimers set forth in Section 14 in their entirety before using any software developed by Fahrenheit. Section 14 provides important details about the legal obligations associated with the User's use of the Fahrenheit open-source software. By accessing or using Fahrenheit's Chain or Services, the User agrees that Fahrenheit does not provide execution or clearing services of any kind and is not responsible for executing or clearing transactions automated through the Fahrenheit open-source software.
1. KEY DEFINITIONS
For the purpose of these Terms, the following capitalized terms shall have the following meanings:
1.1. "Affiliate" means, with respect to a party to these Terms, any legal entity that, directly or indirectly controls, is controlled by or is under common control with Fahrenheit.
1.2. "Applicable Law" means any domestic or foreign law, rule, statute, regulation, by-law, order, protocol, code, decree, or other directives, requirement or guideline, published or in force which applies to or is otherwise intended to govern or regulate any person, property, transaction, activity, event or other matter, including any rule, order, judgment, directive or other requirement or guideline issued by any Governmental Authority having jurisdiction over Fahrenheit, the User, the Chain or the Services, or as otherwise duly enacted, enforceable by law, the common law or equity.
1.3 " Blockchain" means the underlying blockchain infrastructure Fahrenheit leverages to offer its Services.
1.4 "Governmental Authority" means the applicable domestic or foreign federal, provincial or state, municipal, local or other governmental, regulatory, judicial or administrative authority.
1.5 "Chain" means the Fahrenheit website located at "Fahrenheitchain.com", and all associated sites linked thereto by Fahrenheit and its Affiliates, including Fahrenheit's decentralised application layer on the Fahrenheit Chain.
1.6 "Services" The Products offered by Fahrenheit as accessible through the Chain.
1.7 "Product" means any product offered through the Services and available in the Chain.
2. ELIGIBLE USERS
The following are conditions of access to the Chain, and each time you access the Chain, the User represents and warrants to us that:
1. The User is an individual that is 18 years of age or older, capable of forming a binding contract with us, and under no legal impediment or incapability;
2. The User is an authorised representative of a company and have the authority from that company to access the Chain and form a binding agreement with us on behalf of that company;
3. The User is not identified as a "Specially Designated National" by the US Office of Foreign Assets Control or otherwise subject to any sanctions or restrictions which may affect our ability to provide the User with our Services;
4. The User has the full power and authority to agree to these Terms and to use any Service offered by Fahrenheit through the Chain;
6. The User will only trade with legally obtained digital assets that belong to The User, and that The User has full legal and beneficial title to any such assets at the time The User transfers them to us;
7. The User is not located in, or a resident of, any Restricted Territory (as defined below) and has not used any technical means to misrepresent its geographical location to access the Chain from any Restricted Territory; and
8. The User is acting for its own account as principal and not as trustee, agent or otherwise on behalf of any other persons
Your access to the Chain and any Services may be restricted based on your jurisdiction or geographical location. You must not use the Protocol if you are located in or a citizen or resident of any state, country, territory or other jurisdiction in which use of the Chain or the Services would be illegal or otherwise violate any applicable law (a "Restricted Territory"). The fact that the Chain is accessible in a Restricted Territory or that the Chain allows the use of the official language of a Restricted Territory or a language commonly used in a Restricted Territory must not be construed as a license to use the Chain in such a Restricted Territory. We unconditionally reserve the right to restrict access to any Restricted Territory and may implement technical controls to prevent access to the Chain or any Services from any Restricted Territory.
3. MODIFICATIONS TO THESE TERMS
In our sole discretion, we reserve the right to modify these Terms from time to time. If modifications are made, Fahrenheit will provide the User with notice of such changes by providing a notice through our Services or updating the date at the top of these Terms.
Unless we say otherwise in our notice, all such modifications are effective immediately, and your continued use of our Services after we provide such notice will be construed as a consensual confirmation of the notified changes.
Where the User does not agree with the modified Terms, such User is to cease from using Fahrenheit's Services at once.
4.1 Ethereum Gas Fees - Fahrenheit's Services involve the use of the Ethereum Blockchain, which requires the payment of a fee, commonly known as the "Ethereum Gas Fee," for the computational resources required to conduct a transaction on the Ethereum Blockchain successfully. You acknowledge and agree that Fahrenheit has no control over: (1) any Ethereum blockchain transactions; (2) The method of payment of any Ethereum Gas Fees; and (3) Any actual payments of Ethereum Gas Fees. Accordingly, the User must ensure that he has a sufficient balance of Ether stored at his Ethereum Address to complete an Ethereum Blockchain transaction.
4.2 Conditions and Restrictions - Fahrenheit may, at any time and in its sole discretion, restrict the User's access to, or otherwise impose conditions or restrictions upon such User's use of, the Services or the Chain, with or without prior notice. You acknowledge that we may or may not be in a position to provide information about the reasons for such closure or suspension.
4.3 No Broker, Legal or Fiduciary Relationship - Fahrenheit is not the User's broker, lawyer, intermediary, agent, or advisor and has no fiduciary relationship or obligation to the User regarding any other decisions or activities that the User effects when using Fahrenheit's Chain or Services. No communication or information provided by Fahrenheit to the User is intended or to be construed as advice by such User.
4.4 User's Responsibility - As a condition to accessing or using Fahrenheit's Chain or Services, the User shall: (a) Only use Fahrenheit's Chain and or Services for lawful purposes, and in accordance with these Terms; (b) Ensure that, at all times, all information that the User provides on the Chain is current, complete and accurate; and (c) Maintain the security and confidentiality of his Ethereum public and private keys.
4.5 Unacceptable Use or Conduct - As a condition for accessing or using Fahrenheit's Chain or Services, the User shall not: (a) Violate any Applicable Law, including, without limitation, any relevant and applicable anti-money laundering and anti-terrorist financing laws, each as may be amended from time to time; (b) Infringe on or misappropriate any contract, intellectual property or other third-party rights, or commit acts of tortious liability while using Fahrenheit's Chain or Services; (c) Use Fahrenheit's Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Services or that could damage, disable, overburden, or impair the functioning of the Services in any manner; (d) Attempt to circumvent any content filtering mechanisms or security measures that Fahrenheit employs on the Chain, or attempt to access any Service or area of the Chain or Services that the User is not authorised to access; (e) Use the Services to pay for, support, or otherwise engage in any illegal gambling activities, fraud, money-laundering, terrorist activities, or other illegal activities; (f) Use any robot, spider, crawler, scraper, or other automated means or interface not provided by Fahrenheit to access the Services or to extract data; (g) Introduce any malware, virus, Trojan horse, worm, logic bomb, drop-dead device, backdoor, shutdown mechanism or other harmful material into the Chain or the Services; (h) Provide false, inaccurate, or misleading information; (i) Post content or communications on the Chain that are, in our sole discretion, libelous, defamatory, profane, obscene, pornographic, sexually explicit, indecent, lewd, vulgar, suggestive, harassing, hateful, threatening, offensive, discriminatory, bigoted, abusive, inflammatory, fraudulent, deceptive or otherwise objectionable; (j) Post content on the Chain containing unsolicited promotions, political campaigning, or commercial messages or any chain messages or user content designed to deceive or trick the user of the Service; (k) Use Fahrenheit's Chain or Services from a Restricted Territory; (l) Encourage or induce any third party to engage in any activities prohibited under this Section.
4.6 Your Assumption of Risks - The User represents and warrants that Fahrenheit will have no responsibility or liability for any of the risks mentioned in Sections 5, 6, 7 and 8.
The User hereby irrevocably waives, releases and discharges all claims, whether known or unknown, against Fahrenheit, its affiliates and their respective shareholders, members, directors, officers, employees, agents and representatives related to any of the risks set forth herein.
4.7 Your Content - The User hereby grants to Fahrenheit a royalty-free, fully paid-up, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, copy, modify, create derivative works of, display, perform, publish and distribute, in any form, medium or manner, any content that is available to other users via the Chain as a result of the User's use of the Chain (collectively, "Your Content").
This includes, without limitation, content for promoting Fahrenheit (or its Affiliates), the Services or the Chain. The User represents and warrants the following: (a) The User owns his content or has the right to grant the rights and licenses in these Terms; and (b) The User's Content and Fahrenheit's use of the User's Content, as licensed herein, does not violate or infringe on any third party's rights.
5. DIGITAL ASSET RISKS
5.1 Digital Assets: Digital asset prices are volatile and fluctuate day to day. Trading in these digital assets may be considered a high-risk activity. Proper diligence and sound judgement should be used in evaluating the risks associated with these activities. We do not solicit nor represent that digital assets are an investment vehicle. The decision to trade digital assets rests entirely on the users' independent judgement. Any digital asset may decrease in value or lose value due to various factors, including the discovery of wrongful conduct, market manipulation, change to the nature or properties of a digital asset, or governmental or regulatory activity. Demand for digital assets may be partially or wholly driven by speculation or market sentiment.
5.2 Lack of Information available: You may not have full access to all the information relevant to the particular Digital Asset or its underlying platform or network. It may not be possible to obtain updated information regarding the progress or any changes to particular Digital Assets or their underlying platforms or network. Many Digital Asset issuers or operators may also have no operating history or track record that any be used to evaluate the ability to achieve their stated project goals.
5.3 Network Events: Digital Assets may be subject to various Network Events, including Forks, Airdrops, attacks on the security, integrity or operation of the networks, or Network Participants making a binding decision in relation to the network underlying a Digital Asset. Such events may affect the features, functions, operation, use or other properties of any Digital Asset, Network or platform. The events may also severely impact the price or value of any Digital Assets or even result in the shutdown of the network or platform associated with the Digital Asset. Such Network Events may be beyond the control of the User or Fahrenheit, or to the extent Fahrenheit has any ability to impact the Network Event, Fahrenheit's decision or actions may not be in your interests. Where you transfer digital assets to Fahrenheit which are the subject of a Network Event, you may not be entitled to the proceeds arising from any Network Event, and Fahrenheit is entitled to keep any digital assets created because of Network Events (for example, in circumstances where there is a fork in the network). The User should not transfer assets to Fahrenheit, where you wish to receive the benefits of those Network Events.
5.4 Inflation Risk: Digital Assets may, either because of the inherent design of the digital asset or through Network Events, not be a fixed supply of assets. Where additional Digital Assets are created, the asset's price may decline due to the inflationary effects of adding additional Digital Assets to the total assets available.
5.5 Concentration Risk: At any point in time, one or more persons may directly or indirectly control significant portions of the total supply of any particular Digital Asset. Acting individually or in concert, these holders may have significant influence over the Digital Asset and may be able to influence or cause Network Events which may have a detrimental effect on the price, value or functionality of the Digital Assets. Network Participants may make decisions which may not be in the User's best interest as a holder of Digital Assets.
5.6 Suspensions of Trading/Network Events: Under certain conditions, liquidating a position in Digital Assets may be difficult or impossible. Certain Network Events (including total failure of a network) may occur rapidly and affect the ability of holders of Digital Assets to conduct transactions. Information relating to these Network Events may be difficult to ascertain ahead of time and may be subject to limited oversight by any third party capable of intervening to stabilise the network.
6. Cybersecurity Risks
6.1 Source code changes and flaws: The various source codes underlying Digital Assets and smart contracts are subject to change and may at any time contain one or more defects, weaknesses, inconsistencies, errors or bugs. Unless otherwise represented in writing by Fahrenheit, no audit or investigation has been conducted on any source code produced by parties other than Fahrenheit.
6.2 Cryptographic advancements: Developments in cryptographic technologies and techniques, including the advancement of artificial intelligence or quantum computing, pose security risks to all cryptography-based systems, including Digital Assets. Applying these technologies and techniques to Digital Assets or the Fahrenheit Chain and Services may result in theft, loss, disappearance, destruction, devaluation or other compromises of digital assets, the Fahrenheit Chain and Services or your data.
6.3 Reliance on the Internet: Digital Assets and the Fahrenheit Chain and Services rely heavily on the Internet. However, the public nature of the Internet means that either part of the Internet or the entire Internet may be unreliable or unavailable at any given time. Further, interruption, delay, corruption or loss of data, the loss of confidentiality in the transmission of data, or the transmission of malware may occur when transmitting data via the Internet. The result of the above may be that your order is not executed according to your instructions or not at all at the desired time.
6.4 Unauthorised access: Unauthorised third parties may use the User wallet and effect transactions without your knowledge or authorisation, whether by obtaining control over another device or account used by the User or other methods.
6.5 Loss of Private Key(s): Losing control of your private key(s) may permanently and irreversibly deny you access to digital assets. Neither Fahrenheit nor any other person will be able to retrieve or protect digital assets for which you hold the private key(s). If the private key(s) is lost, it may become impossible to transfer digital assets to any other address or wallet, and you are solely responsible for securing your private key(s) in a manner that meets the User security circumstances.
6.6 Operational Risk: Breakdowns or malfunctioning of essential systems and controls, including IT systems or Digital Asset networks, may generally affect digital assets' value. In particular, digital assets may suffer from a concentration of operational risk during development, including key personnel, governance and financial control risk.
7. LEGAL RISKS
7.1 Country Risk: If an investment is made in any Digital Assets issued by a party subject to foreign laws or transactions made on markets in other jurisdictions, including markets formally linked to a domestic market, recovery of the sums invested and any profits or gains may be reduced, delayed or prevented by exchange controls, debt moratorium or other actions imposed by the government or other official bodies. Before you use any Product, you should be familiar with any rules or laws relevant to the Services. Your local regulatory authority will be unable to compel the enforcement of the rules of regulatory authorities or markets in other jurisdictions where your transactions have been effected. You should obtain independent advice about the different types of redress available in both your home jurisdiction and other relevant jurisdictions before you start to trade. If your country of residence imposes restrictions on Digital Assets, we may be required to discontinue your access to the Chain and Services. We may not be permitted to transfer Digital Assets held in the Products back to the User or permit the User to transfer Digital Assets out of the Fahrenheit Services to the User or others until the regulatory environment permits us to do so.
7.2 Taxation and required reporting to taxation authorities: You are responsible for all taxes in respect of any gains obtained in a Product, including past or retrospective taxes imposed on the Services. Before using any Product, you should understand the tax implications of acquiring, entering into, holding and disposing of a Digital Asset and a Product. Tax implications of any Service depend on the nature of your business activities and the Product in question. The User should consult their independent tax advisor to understand the relevant tax considerations.
7.3 Regulatory Uncertainty: The Services are potentially exposed to regulatory/legal risk. The legal and regulatory treatment of Digital Assets may change. Regulation of Digital Assets is unsettled and rapidly changing. Legal and regulatory treatment varies according to the jurisdiction. The effect of regulatory legal risk is that any Digital Asset may decrease in value or lose all of its value due to legal or regulatory change. This may affect the value or potential profit of a Product. Legal changes may make a previously acceptable investment illegal or subject to substantial restrictions that may affect the ability to liquidate a position. Changes to related issues such as taxation may occur and radically affect the value or profitability of a Digital Asset. Such risk is unpredictable and depends on geopolitical, economic, sovereign and other factors. Risks may be asymmetrical between established and emerging markets and affect some Digital Assets significantly more than others. Fahrenheit recommends that the User obtains independent legal, tax and financial advice and continues to monitor the legal and regulatory position in respect of its use of the Services.
8. GENERAL RISKS
8.1 Suitability: You should decide to use any Service provided by Fahrenheit only after due and careful consideration. You should determine whether a Product is appropriate in light of your experience in similar transactions, your objectives in engaging with Fahrenheit, financial resources and other relevant circumstances. If you are unsure that the Product is suitable, you should obtain independent legal, tax or financial advice.
8.2 Fees: Before using the Services, the User should obtain details of all commissions, fees and other charges for which the User will be liable.
8.3 Not a Research Report: Any content provided by Fahrenheit does not purport to be, and is not intended to be, a "research report" or "investment research".
8.4 Commercial Arrangements: Fahrenheit may have a relationship with other entities which may not be disclosed to you.
10. PROPRIETARY RIGHTS
10.1 Intellectual Property Rights Ownership: Fahrenheit owns all intellectual property and other rights in the Chain, together with their contents, including, but not limited to, software, text, images, trademarks, service marks, copyrights, patents, and designs. Unless expressly authorised by Fahrenheit, the User may not copy, modify, adapt, rent, license, sell, publish, distribute, or otherwise permit any third party to access or use Fahrenheit's Chain with its contents. Accessing or using Fahrenheit's Chain or Services does not constitute a grant to you of any proprietary intellectual property or other rights in the Interface or its contents.
10.2 Trademarks: Any of Fahrenheit's names, logos, and other marks used in the Chain or as a part of the Services, including Fahrenheit's name and logo, are trademarks owned by Fahrenheit, its Affiliates or its applicable licensors. You may not copy, imitate or use such Trademarks without Fahrenheit's (or the applicable licensor's) prior written consent.
11. CHANGES, SUSPENSION AND TERMINATION
11.1 Changes to Services: Fahrenheit may, in its sole discretion, from time to time and with or without prior notice to the User, modify, suspend or disable, temporarily or permanently, the Chain or the Services, in whole or in part, for any reason whatsoever, including, but not limited to, as a result of a security incident.
11.2 No Liability: Fahrenheit will not be liable for any losses suffered by the User resulting from any modification to the Chain or any Services or from any suspension or termination, for any reason, of your access to all or any portion of Fahrenheit's Chain or Services.
11.3 Survival: These Terms will survive any termination of your access to Fahrenheit's Chain or Services, regardless of the reasons for its expiration or termination, in addition to any other provision which by law or by its nature should survive.
12. ELECTRONIC NOTICES
The User consents to receive all communications, agreements, documents, receipts, notices, and disclosures electronically (collectively, our "Communications") that Fahrenheit provides in connection with these Terms or any Services. The User agrees that Fahrenheit may provide Communications to him by posting them on the Chain or by emailing them to the User at the email address provided in connection with the User's use of the Services if any. The User should maintain copies of Fahrenheit's Communications by printing a paper copy or saving an electronic copy. The User may also contact Fahrenheit's support team to request additional electronic copies of Communications by filing a support request at [email protected]
The User will defend, indemnify, and hold harmless Fahrenheit, its Affiliates, and its Affiliates' respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers and contractors (collectively, "Indemnified Parties") from any claim, demand, lawsuit, action, proceeding, investigation, liability, damage, loss, cost or expense, including without limitation reasonable attorneys' fees, arising out of or relating to: (a) The User's use of, or conduct in connection with, the Chain or the Services; (b) Ethereum Blockchain assets associated with the User's Ethereum Address; (c) Any feedback or user content the User provides to the Chain if any; (d) The User's violation of these Terms; or (e) The User's infringement or misappropriation of the rights of any other person or entity.
If the User is obliged to indemnify any Indemnified Party, Fahrenheit (or, at its discretion, the applicable Indemnified Party) will have the right, in its sole discretion, to control any action or proceeding and to determine whether Fahrenheit wishes to settle, and if so, on what terms.
14. DISCLOSURES AND DISCLAIMERS
The Chain and the Services are provided on an "as is" and "as available" basis. The Indemnified Parties make no guarantees in connection with the Chain or the Services. To the maximum extent permitted under applicable law, the Indemnified Parties disclaim all warranties and conditions, whether express or implied, of merchantability, fitness for a particular purpose, or non-infringement and disclaim all responsibility and liability for: (1) The Chain or the Services is accurate, complete, current, reliable, uninterrupted, timely, secure, or error-free. Information (including, without limitation, the value or outcome of any transaction) available through the Chain is provided for general information only and should not be relied upon or used as the sole basis for making decisions. Any reliance on the Services is at your own risk; (2) You expressly acknowledge, understand, and agree that the Services may contain audio-visual effects, strobe lights or other materials that may affect your physical senses or physical condition. (3) The User expressly acknowledges that the Indemnified Parties are not liable for loss or damage caused by another User's conduct, unauthorised actors, or any unauthorised access to or use of the Chain or Services; and (4) Viruses, worms, trojan horses, time bombs, cancelbots, spiders, malware or other types of malicious code that may be used to affect the functionality or operation of the Chain or Services.
15. LIMITATION OF LIABILITY
The Indemnified Parties shall, in no event, be liable for any incidental, indirect, special, punitive, consequential or similar damages or liabilities whatsoever (including, without limitation, damages for loss of data, information, revenue, goodwill, profits or other business or financial benefit) arising out of or in connection with the Chain and the Services (and any of their content and functionality), any execution or settlement of a transaction, any performance or nonperformance of the Services, the User's Ether, Product outcome, Service or other item provided by or on behalf of Fahrenheit, whether under contract, tort (including negligence), civil liability, statute, strict liability, breach of warranties, or under any other theory of liability, and whether or not Fahrenheit has been advised of, knew of or should have known of the possibility of such damages and notwithstanding any failure of the essential purpose of these Terms or any limited remedy hereunder. This limitation of liability shall apply to the fullest extent permitted by law.
16. RELEASE OF CLAIMS
You expressly agree that you assume all risks concerning your access to and use of Fahrenheit's Chain or Services. Additionally, you expressly waive and release us from any liability, claims, causes of action, or damages arising from or in any way relating to your access to and use of Fahrenheit's Chain or Services.
17. THIRD-PARTY RESOURCES AND PROMOTIONS
Fahrenheit's Chain or Services 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 Fahrenheit Chain or Services. We do not endorse or assume responsibility for such resources or promotions. If you access any such resources or participate in such promotions, you do so at your own risk, and you understand that the Terms do not apply to your dealings or relationships with any third parties. You expressly relieve us of any liability arising from your use of any such resources or participation in any such promotions.
18. GOVERNING LAW AND DISPUTE RESOLUTION
These Terms shall be governed by, and construed in accordance with, the laws of the German Democratic Republic.
We will use our best efforts to resolve potential disputes through informal, good-faith negotiations. If a potential dispute arises, you must first contact us by email at [email protected] so we can attempt to resolve it without resorting to formal dispute resolution. If we cannot reach an informal resolution, then you and Fahrenheit agree to determine the potential dispute according to the process below.
This arbitration agreement shall be governed by the laws of the German Democratic Republic;
The seat of arbitration will be in the German Democratic Republic.
The language of the arbitration shall be English.
Notwithstanding any other provision of these Terms, you agree that Fahrenheit has the right to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
19. ENTIRE AGREEMENT