Terms of Use
Last Updated: March 25th, 2026
PLEASE READ THESE TERMS AND CONDITIONS ("TERMS") CAREFULLY BEFORE ACCESSING OR USING THE INTERFACE. BY ACCESSING OR USING THE INTERFACE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE THE INTERFACE.
THESE TERMS CONTAIN IMPORTANT PROVISIONS, INCLUDING AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER THAT AFFECT YOUR LEGAL RIGHTS. PLEASE REVIEW THEM CAREFULLY.
IMPORTANT SUMMARY
This summary is provided for convenience only and does not replace or modify any provision of these Terms. You are bound by the full Terms set forth below.
Key Eligibility Requirements
You must be at least 18 years of age (or the age of legal majority in your jurisdiction). You are prohibited from using the Interface if you are located in, a citizen of, or a resident of a Restricted Jurisdiction, including the United States of America, Cuba, Iran, North Korea, Syria, Russia, Belarus, and other sanctioned territories. You must not be listed on any sanctions list maintained by OFAC, the European Union, the United Nations, or other governmental authorities.
Key User Obligations
You are solely responsible for: (a) securing your private keys and wallet credentials; (b) ensuring your use of the Interface complies with all applicable laws in your jurisdiction; (c) understanding the technology, protocols, and risks involved before transacting; (d) determining and fulfilling all tax obligations arising from your transactions; and (e) not using VPNs or other tools to circumvent geographic restrictions.
Major Risks
Your use of the Interface and digital assets involves significant risks, including but not limited to: (a) total loss of value — digital assets are highly volatile and may become worthless; (b) irreversibility — blockchain transactions cannot be reversed, cancelled, or modified; (c) smart contract failures — protocols may contain bugs or vulnerabilities that could result in loss of assets; (d) no protection — digital assets are not protected by deposit insurance or investor protection schemes; (e) regulatory uncertainty — laws governing digital assets may change and adversely affect your holdings; and (f) cybersecurity threats — your assets may be subject to hacking, theft, or loss of private keys.
Key Limitations
The Company: (a) provides only a non-custodial interface and has no custody, control, or ability to recover your digital assets; (b) does not own, operate, or control the underlying protocols or blockchain networks; (c) provides the Interface "as is" without any warranties; (d) limits its total liability to USD $100 or less; and (e) does not provide financial, investment, legal, or tax advice.
Dispute Resolution
All disputes are subject to binding arbitration in Panama City, Republic of Panama, and you waive the right to participate in class actions or jury trials.
1. INTRODUCTION AND ACCEPTANCE
1.1 Parties
These Terms constitute a legally binding agreement between you ("User," "you," or "your") and Quote Markets Inc., a company organized under the laws of the Republic of Panama ("Company," "we," "us," or "our").
1.2 Scope of Agreement
These Terms govern your access to and use of the website located at https://quotemarkets.xyz// and any related websites, applications, interfaces, tools, or services provided by the Company (collectively, the "Interface"). By accessing, browsing, or using the Interface, or by clicking to accept or agree to these Terms when this option is made available to you, you accept and agree to be bound and abide by these Terms and our Privacy Policy, incorporated herein by reference.
1.3 Modifications
The Company reserves the sole and absolute right to modify, amend, supplement, or replace these Terms at any time and in its sole discretion. Any such modifications shall become effective immediately upon posting on the Interface. Your continued use of the Interface following the posting of any modifications constitutes your binding acceptance of such modifications. You are responsible for reviewing these Terms periodically to ensure you are aware of any changes. The Company shall have no obligation to notify you of any modifications other than by posting the updated Terms on the Interface.
1.4 Additional Terms
Certain features, products, or services offered through the Interface may be subject to additional terms, conditions, guidelines, or rules ("Additional Terms"). All Additional Terms are incorporated by reference into these Terms. In the event of a conflict between these Terms and any Additional Terms, the Additional Terms shall control with respect to the specific feature, product, or service to which they apply.
2. DESCRIPTION OF THE INTERFACE AND SERVICES
2.1 Nature of the Interface
The Interface provides a web-based graphical user interface that allows Users to interact with certain decentralized protocols, blockchain networks, smart contracts, and digital assets (collectively, the "Protocols"). The Interface is merely a non-custodial software tool that facilitates Users’ direct interaction with publicly deployed smart contracts on various blockchain networks. The Company does not operate, control, or have any custody over the underlying Protocols, smart contracts, or blockchain networks.
2.2 The Quote Protocol
The Interface provides access to the Quote Protocol, a permissionless and decentralized perpetual derivatives execution layer (the "Quote Protocol"). The Quote Protocol incorporates an algorithmic order execution system known as the Quote Execution Engine (the "QEE"). The QEE is designed to receive traders' orders submitted via the Interface and route such orders through its execution logic before submission to the applicable decentralized orderbook.
The QEE employs algorithmic optimization strategies intended to minimize the costs associated with completing trades on perpetual derivative markets. Such optimization strategies may include, without limitation: (a) dynamic pacing of order execution over time; (b) sizing of orders based on real-time assessment of orderbook depth and available liquidity; (c) posting passive (maker) orders when bid-ask spreads are wide; (d) executing aggressive (taker) fills when liquidity conditions are deemed favorable by the algorithm; and (e) decomposing parent orders into smaller child orders to optimize execution and provide privacy for standing orders.
The Quote Protocol is designed to address certain challenges commonly encountered by traders in perpetual derivative markets, including but not limited to: (a) costs associated with crossing the bid-ask spread; (b) slippage and adverse selection resulting from market impact; (c) exchange fees and transaction costs; and (d) limited access to professional-grade execution services for retail and semi-professional traders.
IMPORTANT NOTICE REGARDING PERPETUAL DERIVATIVES: Perpetual derivative contracts are complex, high-risk financial instruments that are not suitable for all users. Perpetual derivatives typically involve leverage, which can amplify both gains and losses. You may lose substantially more than your initial margin or collateral. Perpetual derivatives do not have an expiration date and may be subject to funding rate payments that can erode the value of your position over time. You should not trade perpetual derivatives unless you fully understand their mechanics, risks, and potential consequences, and you are prepared to lose your entire investment. The Company makes no representation that the Quote Protocol, the QEE, or any optimization strategy will reduce your trading costs, improve your execution quality, or result in profitable trades.
2.3 Non-Custodial Nature of the Interface
The Company does not at any time have custody, possession, or control over your digital assets, private keys, passwords, accounts, or any other property. The Interface is entirely non-custodial, meaning that you retain full control over your digital assets at all times. The Company cannot access, freeze, seize, transfer, or recover your digital assets. You are solely responsible for the safekeeping of your private keys and any credentials associated with your digital wallets.
2.4 Protocol Independence
The Quote Protocol and other Protocols accessible through the Interface are autonomous, decentralized software programs deployed on public blockchain networks. The Company does not own, control, operate, maintain, or administer the Protocols. The Company has no ability to modify, reverse, cancel, or otherwise alter any transaction submitted to or executed by the Protocols. Transactions executed through the Protocols are irreversible and final.
2.5 No Intermediation
Notwithstanding the order optimization functionalities described in Section 2.2, the Company acts solely as a provider of the Interface and does not act as an intermediary, broker, dealer, market maker, exchange, custodian, fiduciary, advisor, or agent for any User or any third party. The Company does not facilitate, execute, settle, clear, or confirm any transactions. All transactions are executed directly on the applicable blockchain network through the relevant Protocol smart contracts.
2.6 No Guarantee of Execution or Performance
The Company does not guarantee that any order submitted through the Interface will be executed, filled, or optimized in any particular manner or within any particular timeframe. Order execution is subject to market conditions, liquidity availability, network congestion, Protocol functionality, and other factors beyond the Company's control. The optimization strategies employed by the QEE are algorithmic and automated; the Company makes no representation that such strategies will result in favorable execution prices, reduced costs, or any other benefit to the User. Past performance of the Protocol or any optimization strategy is not indicative of future results.
2.7 Third-Party Services
The Interface may contain links to, integrate with, or provide access to third-party websites, applications, services, or resources ("Third-Party Services"). The Company does not control, endorse, sponsor, recommend, or assume any responsibility for Third-Party Services. Your use of Third-Party Services is at your own risk and subject to the terms and conditions of such Third-Party Services.
3. ELIGIBILITY AND RESTRICTED PERSONS
3.1 Age Requirement
You represent and warrant that you are at least eighteen (18) years of age or the age of legal majority in your jurisdiction of residence, whichever is greater. If you are under the age of legal majority in your jurisdiction, you are prohibited from accessing or using the Interface.
3.2 Legal Capacity
You represent and warrant that you have full legal capacity, power, and authority to enter into these Terms and to perform your obligations hereunder. If you are accessing or using the Interface on behalf of a legal entity, you represent and warrant that you have the legal authority to bind such entity to these Terms, and that such entity has full legal capacity, power, and authority to enter into these Terms.
3.3 Restricted Jurisdictions
You represent and warrant that you are not a citizen, resident, or located in, and you will not access or use the Interface from, any of the following restricted jurisdictions (collectively, "Restricted Jurisdictions"):
(a) The United States of America, including all of its states, territories, possessions, and any area subject to its jurisdiction, including but not limited to Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, the Northern Mariana Islands, and any other territory or possession of the United States;
(b) The Republic of Cuba;
(c) The Islamic Republic of Iran;
(d) The Democratic People's Republic of Korea (North Korea);
(e) The Syrian Arab Republic;
(f) The Crimea, Donetsk, and Luhansk regions of Ukraine;
(g) The Republic of Belarus;
(h) The Russian Federation;
(i) The Bolivarian Republic of Venezuela;
(j) The Republic of Zimbabwe;
(k) The Republic of Nicaragua;
(l) Myanmar (Burma);
(m) The Republic of South Sudan;
(n) The Central African Republic;
(o) The Democratic Republic of the Congo;
(p) Libya;
(q) Somalia;
(r) Yemen;
(s) The Republic of Mali;
(t) Any other jurisdiction in which the access to or use of the Interface or digital assets is prohibited, restricted, unauthorized, or penalized by applicable law; and
(u) Any jurisdiction that the Company may designate as a Restricted Jurisdiction from time to time at its sole discretion.
3.4 Sanctions Compliance
You represent and warrant that neither you nor any person or entity that directly or indirectly controls, is controlled by, or is under common control with you:
(a) Is identified on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Assets Control of the United States Department of the Treasury ("OFAC SDN List");
(b) Is identified on the Consolidated List of Persons, Groups, and Entities Subject to EU Financial Sanctions maintained by the European Union;
(c) Is identified on the Consolidated List of Financial Sanctions Targets maintained by Her Majesty's Treasury of the United Kingdom;
(d) Is identified on the Consolidated List maintained by the United Nations Security Council;
(e) Is identified on the lists maintained by the Financial Action Task Force ("FATF") or is located in a jurisdiction identified by FATF as high-risk or subject to a call for action;
(f) Is identified on the Specially Designated Nationals List, the Foreign Sanctions Evaders List, the Sectoral Sanctions Identifications List, the Non-SDN Palestinian Legislative Council List, the Non-SDN Menu-Based Sanctions List, or any other sanctions list maintained by OFAC;
(g) Is identified on the Denied Persons List, the Entity List, or the Unverified List maintained by the Bureau of Industry and Security of the United States Department of Commerce;
(h) Is identified on the INTERPOL Red Notice list or any other similar list maintained by international law enforcement agencies;
(i) Is a person or entity with which transactions are prohibited or restricted under any applicable sanctions laws, anti-money laundering laws, or counter-terrorism financing laws of any jurisdiction; or
(j) Is owned or controlled by, or is acting on behalf of, any person or entity described in clauses (a) through (i) above.
3.5 Ongoing Compliance
You agree to comply with all applicable sanctions laws and regulations on an ongoing basis throughout your use of the Interface. You agree to immediately cease using the Interface and notify the Company if you become aware that you or any person or entity associated with you has become subject to any sanctions or is located in a Restricted Jurisdiction.
3.6 Verification Rights
The Company reserves the right, in its sole discretion, to verify your identity, eligibility, and compliance with these Terms at any time. You agree to cooperate with any such verification requests and to provide any information or documentation reasonably requested by the Company. The Company may suspend or terminate your access to the Interface at any time if it is unable to verify your eligibility or compliance, or if the Company suspects, in its sole discretion, that you may be ineligible or non-compliant.
3.7 VPN and Circumvention Prohibition
You are strictly prohibited from using any virtual private network ("VPN"), proxy server, anonymization tool, or any other technology or method to circumvent, evade, or disguise your geographic location or to access the Interface from a Restricted Jurisdiction. Any attempt to circumvent the geographic restrictions of the Interface constitutes a material breach of these Terms.
4. USER REPRESENTATIONS AND WARRANTIES
4.1 General Representations
By accessing or using the Interface, you represent and warrant that:
(a) All information you provide to the Company is accurate, complete, and not misleading;
(b) You will maintain the accuracy of such information and promptly update it as necessary;
(c) You have full legal capacity, power, and authority to enter into these Terms and to use the Interface;
(d) Your access to and use of the Interface complies with all applicable laws, rules, and regulations in your jurisdiction of residence and in any jurisdiction from which you access the Interface;
(e) You are not accessing or using the Interface for any illegal, fraudulent, or unauthorized purpose;
(f) You have sufficient knowledge and experience in financial and business matters, including a sufficient understanding of blockchain technology, digital assets, smart contracts, and distributed ledger technology, to be capable of evaluating the merits and risks of using the Interface and the Protocols;
(g) You understand and accept the risks associated with digital assets and blockchain technology, including but not limited to the risks described in Section 12 of these Terms;
(h) You are not using the Interface for the purpose of money laundering, terrorist financing, tax evasion, or any other financial crime;
(i) You are accessing and using the Interface solely for your own account and not on behalf of any third party, unless you have disclosed such arrangement to the Company and received its prior written consent;
(j) You will not use the Interface in any manner that could damage, disable, overburden, or impair the Interface or interfere with any other party's use of the Interface; and
(k) You acknowledge that the Company has no fiduciary duties or obligations to you and that you are solely responsible for your own decisions and actions when using the Interface.
4.2 Tax Compliance
You represent and warrant that you are solely responsible for determining and fulfilling your own tax obligations arising from your use of the Interface and your transactions involving digital assets. The Company does not provide tax advice and is not responsible for determining, collecting, reporting, or remitting any taxes applicable to your use of the Interface or your digital asset transactions.
4.3 Legal Compliance
You represent and warrant that you have obtained all necessary licenses, permits, authorizations, approvals, and consents required under applicable law to access and use the Interface and to engage in transactions involving digital assets. You are solely responsible for ensuring that your use of the Interface complies with all applicable laws, rules, and regulations.
5. PROHIBITED CONDUCT
5.1 Prohibited Activities
You agree not to engage in any of the following prohibited activities in connection with your access to or use of the Interface:
(a) Violating any applicable law, rule, regulation, order, judgment, or decree, including but not limited to sanctions laws, anti-money laundering laws, counter-terrorism financing laws, securities laws, commodities laws, and consumer protection laws;
(b) Engaging in any transaction involving digital assets that are derived from or constitute the proceeds of illegal activity, or that are intended to facilitate illegal activity;
(c) Using the Interface to engage in market manipulation, wash trading, spoofing, layering, front-running, or any other manipulative or deceptive trading practices;
(d) Accessing or using the Interface from a Restricted Jurisdiction or while subject to any sanctions or restrictions described in Section 3;
(e) Circumventing, disabling, or otherwise interfering with any security-related features of the Interface, any features that prevent or restrict use or copying of any content, or any features that enforce limitations on use of the Interface;
(f) Using any robot, spider, crawler, scraper, or other automated means to access or collect data from the Interface without the Company's prior written consent;
(g) Introducing any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful to the Interface or its Users;
(h) Attempting to gain unauthorized access to, interfere with, damage, or disrupt any part of the Interface, any server on which the Interface is stored, or any server, computer, or database connected to the Interface;
(i) Attacking the Interface via a denial-of-service attack, distributed denial-of-service attack, or any other method intended to impair the Interface's functionality;
(j) Impersonating or attempting to impersonate the Company, a Company employee, another User, or any other person or entity;
(k) Engaging in any activity that interferes with or disrupts the Interface or the servers, networks, or systems connected to the Interface;
(l) Using the Interface in any manner that could damage, disable, overburden, or impair the Interface's functionality or appearance;
(m) Using the Interface for any purpose that is not expressly authorized by these Terms;
(n) Assisting, encouraging, or enabling any other person to engage in any of the foregoing prohibited activities; or
(o) Engaging in any other conduct that the Company determines, in its sole discretion, to be harmful to the Company, the Interface, or other Users.
5.2 Enforcement
The Company reserves the right to investigate and prosecute violations of these Terms to the fullest extent of the law. The Company may involve and cooperate with law enforcement authorities in prosecuting Users who violate these Terms. You acknowledge that the Company has no obligation to monitor your access to or use of the Interface, but has the right to do so for the purpose of operating the Interface, ensuring compliance with these Terms, and complying with applicable law.
6. INTELLECTUAL PROPERTY
6.1 Ownership
The Interface and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, audio, design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
6.2 Limited License
Subject to your compliance with these Terms, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Interface solely for your personal, non-commercial use. This license does not include the right to: (a) modify or make derivative works based upon the Interface; (b) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code of the Interface; (c) sublicense, sell, resell, transfer, assign, or distribute the Interface or any rights therein; (d) remove, alter, or obscure any proprietary notices on the Interface; or (e) use the Interface for any commercial purpose without the Company's prior written consent.
6.3 Trademarks
The Company name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You may not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on the Interface are the trademarks of their respective owners.
6.4 Feedback
If you provide the Company with any suggestions, feedback, ideas, improvements, or other input regarding the Interface ("Feedback"), you hereby assign to the Company all right, title, and interest in and to such Feedback, and the Company shall be entitled to use such Feedback for any purpose without restriction or compensation to you.
7. DISCLAIMERS AND LIMITATION OF LIABILITY
7.1 Disclaimer of Warranties
THE INTERFACE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. THE COMPANY EXPLICITLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
WITHOUT LIMITING THE FOREGOING, THE COMPANY MAKES NO WARRANTY OR REPRESENTATION THAT:
(A) THE INTERFACE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS;
(B) THE INTERFACE WILL BE UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, OR ERROR-FREE;
(C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE INTERFACE WILL BE ACCURATE, RELIABLE, OR COMPLETE;
(D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED THROUGH THE INTERFACE WILL MEET YOUR EXPECTATIONS;
(E) ANY ERRORS IN THE INTERFACE WILL BE CORRECTED;
(F) THE INTERFACE WILL BE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS; OR
(G) THE INTERFACE WILL BE COMPATIBLE WITH YOUR COMPUTER, MOBILE DEVICE, OR OTHER EQUIPMENT.
7.2 Protocol Disclaimer
THE COMPANY DOES NOT OWN, CONTROL, OPERATE, OR MAINTAIN THE PROTOCOLS, SMART CONTRACTS, OR BLOCKCHAIN NETWORKS ACCESSIBLE THROUGH THE INTERFACE. THE COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING THE PROTOCOLS, INCLUDING BUT NOT LIMITED TO THEIR FUNCTIONALITY, SECURITY, ACCURACY, RELIABILITY, OR AVAILABILITY. THE COMPANY SHALL HAVE NO LIABILITY FOR ANY LOSSES, DAMAGES, OR COSTS ARISING FROM OR RELATED TO THE PROTOCOLS, INCLUDING BUT NOT LIMITED TO SMART CONTRACT BUGS, EXPLOITS, HACKS, OR FAILURES.
7.3 Digital Asset Disclaimer
THE COMPANY DOES NOT ENDORSE, RECOMMEND, OR MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING ANY DIGITAL ASSETS THAT MAY BE ACCESSIBLE OR REFERENCED THROUGH THE INTERFACE. THE COMPANY MAKES NO WARRANTY THAT ANY DIGITAL ASSET HAS OR WILL MAINTAIN ANY PARTICULAR VALUE. DIGITAL ASSETS ARE HIGHLY VOLATILE AND SPECULATIVE, AND THEIR VALUE MAY FLUCTUATE SIGNIFICANTLY OR DECREASE TO ZERO.
7.4 No Professional Advice
THE CONTENT OF THE INTERFACE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE FINANCIAL, INVESTMENT, LEGAL, TAX, OR OTHER PROFESSIONAL ADVICE. YOU SHOULD CONSULT WITH QUALIFIED PROFESSIONALS BEFORE MAKING ANY DECISIONS BASED ON INFORMATION OBTAINED FROM THE INTERFACE. THE COMPANY IS NOT A FINANCIAL ADVISOR, INVESTMENT ADVISOR, BROKER, DEALER, OR FIDUCIARY.
7.5 Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, LICENSORS, SUPPLIERS, SUCCESSORS, OR ASSIGNS (COLLECTIVELY, THE "COMPANY PARTIES") BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE INTERFACE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, EVEN IF ANY COMPANY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF THE COMPANY PARTIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE INTERFACE SHALL NOT EXCEED ONE HUNDRED UNITED STATES DOLLARS (USD $100.00) OR THE AMOUNT YOU PAID TO THE COMPANY, IF ANY, DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM, WHICHEVER IS LESS.
7.6 Basis of the Bargain
THE DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 7 ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE COMPANY AND YOU. THE COMPANY WOULD NOT PROVIDE THE INTERFACE ABSENT SUCH DISCLAIMERS AND LIMITATIONS. THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE.
7.7 Jurisdictional Limitations
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. HOWEVER, IN NO EVENT SHALL THE COMPANY'S LIABILITY EXCEED THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
8. INDEMNIFICATION
8.1 Indemnification Obligation
You agree to defend, indemnify, and hold harmless the Company Parties from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including but not limited to reasonable attorneys' fees and expert witness fees) arising out of or related to: (a) your access to or use of the Interface; (b) your violation of these Terms; (c) your violation of any applicable law, rule, or regulation; (d) your violation of any rights of any third party, including but not limited to intellectual property rights, privacy rights, or publicity rights; (e) any content or data you submit, post, or transmit through the Interface; (f) your negligent or wrongful conduct; or (g) your breach of any representation or warranty set forth in these Terms.
8.2 Defense and Settlement
The Company reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, at your expense, in which event you agree to cooperate with the Company in asserting any available defenses. You agree not to settle any matter subject to indemnification without the prior written consent of the Company.
8.3 Survival
The indemnification obligations set forth in this Section 8 shall survive the termination or expiration of these Terms and your use of the Interface.
9. GOVERNING LAW
9.1 Applicable Law
These Terms and any dispute or claim arising out of or related to these Terms, their subject matter, or their formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Republic of Panama, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction.
9.2 Interpretation
In the event of any conflict between the laws of the Republic of Panama and any other applicable law, the laws of the Republic of Panama shall prevail to the maximum extent permitted by law.
10. DISPUTE RESOLUTION AND ARBITRATION
10.1 Mandatory Arbitration
EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, ALL DISPUTES ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE INTERFACE SHALL BE RESOLVED EXCLUSIVELY THROUGH FINAL AND BINDING ARBITRATION, RATHER THAN IN COURT. YOU AGREE THAT YOU AND THE COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION.
10.2 Arbitration Rules
Any arbitration shall be administered by the Centro de Conciliación y Arbitraje de Panamá (CeCAP) in accordance with its Arbitration Rules then in effect (the "Arbitration Rules"). The arbitration shall be conducted by a single arbitrator selected in accordance with the Arbitration Rules. The seat of arbitration shall be Panama City, Republic of Panama. The language of the arbitration shall be English, unless otherwise agreed by the parties. The arbitrator shall apply the substantive law of the Republic of Panama.
10.3 Arbitration Procedures
The arbitrator shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of these Terms, including but not limited to any claim that all or any part of these Terms is void or voidable. The arbitrator shall also have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the Arbitration Rules, and these Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based. The arbitrator's decision is final and binding. Judgment on the arbitration award may be entered in any court having jurisdiction.
10.4 Confidentiality
All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law.
10.5 Costs and Fees
Each party shall be responsible for its own costs and expenses of arbitration, including but not limited to attorneys' fees. The arbitration fees shall be borne equally by the parties, unless the arbitrator determines that a different allocation is appropriate. Notwithstanding the foregoing, if you prevail in the arbitration and the arbitrator finds that the Company's position was not substantially justified, the arbitrator may award you your reasonable attorneys' fees and costs.
10.6 Class Action Waiver
YOU AND THE COMPANY AGREE THAT ANY ARBITRATION SHALL BE CONDUCTED IN YOUR INDIVIDUAL CAPACITY ONLY AND NOT AS A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING. YOU AND THE COMPANY EXPRESSLY WAIVE ANY RIGHT TO FILE A CLASS ACTION OR TO PARTICIPATE IN A CLASS ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. IF THIS CLASS ACTION WAIVER IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THIS ARBITRATION PROVISION SHALL BE NULL AND VOID.
10.7 Waiver of Jury Trial
YOU AND THE COMPANY HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. YOU AND THE COMPANY ARE INSTEAD ELECTING THAT ALL DISPUTES SHALL BE RESOLVED BY ARBITRATION UNDER THIS ARBITRATION AGREEMENT.
10.8 Exceptions
Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent or enjoin infringement or misappropriation of intellectual property rights.
10.9 Opt-Out
You may opt out of this arbitration agreement by sending written notice to the Company within thirty (30) days of your first use of the Interface. Such notice must be sent to the Company's registered address and must include your name, address, and a clear statement that you wish to opt out of this arbitration agreement.
10.10 Survival
This arbitration agreement shall survive the termination of these Terms.
11. TERMINATION
11.1 Termination by Company
The Company may, in its sole discretion, at any time and for any reason or no reason, with or without notice: (a) suspend or terminate your access to the Interface; (b) modify, disable, or discontinue any feature of the Interface; or (c) terminate these Terms in whole or in part. You agree that the Company shall not be liable to you or any third party for any suspension, termination, modification, or discontinuation of the Interface or these Terms.
11.2 Termination by User
You may terminate these Terms at any time by ceasing all use of the Interface. Termination of these Terms shall not relieve you of any obligations incurred prior to termination.
11.3 Effect of Termination
Upon termination of these Terms: (a) all rights and licenses granted to you hereunder shall immediately terminate; (b) you shall immediately cease all use of the Interface; and (c) any provision of these Terms that contemplates performance or observance subsequent to termination or that by its nature should survive termination shall survive termination, including but not limited to Sections 4, 5, 6, 7, 8, 9, 10, 11.3, 12, and 13.
11.4 No Custody
The Company does not have custody of your digital assets and cannot return, transfer, or provide access to any digital assets upon termination. You are solely responsible for managing your digital assets and private keys.
12. RISK DISCLOSURES
12.1 General Acknowledgment
YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE INTERFACE AND YOUR INTERACTION WITH DIGITAL ASSETS AND BLOCKCHAIN TECHNOLOGY INVOLVES SIGNIFICANT RISKS. YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK DISCLOSURES AND SHOULD NOT USE THE INTERFACE OR TRANSACT IN DIGITAL ASSETS UNLESS YOU FULLY UNDERSTAND AND ACCEPT THESE RISKS.
12.2 Digital Asset Risks
(a) Volatility Risk. Digital assets are highly volatile and speculative. The value of digital assets may fluctuate significantly over short periods of time and may decrease substantially or become worthless. Past performance is not indicative of future results. You may lose all or a substantial portion of the value of your digital assets.
(b) No Intrinsic Value. Many digital assets have no intrinsic value and are not backed by any physical asset, government, or legal entity. The value of digital assets is derived solely from market supply and demand, which may be subject to manipulation, speculation, and irrational exuberance.
(c) Lack of Protection. Digital assets are generally not protected by deposit insurance, investor protection schemes, or similar safeguards that may apply to traditional financial products. If you lose your digital assets, there may be no recourse or compensation available.
(d) Liquidity Risk. Digital assets may have limited liquidity, meaning that it may be difficult or impossible to buy or sell digital assets at a desired price or time. Liquidity may be affected by market conditions, regulatory actions, or other factors.
(e) Counterparty Risk. Transactions involving digital assets may involve counterparty risk, including the risk that a counterparty may default, become insolvent, or fail to perform its obligations.
(f) Valuation Risk. There may be no reliable method for valuing digital assets, and the prices displayed on the Interface or obtained from third-party sources may not accurately reflect the true market value of digital assets.
12.3 Blockchain Technology Risks
(a) Immutability Risk. Transactions recorded on a blockchain are generally irreversible and immutable. Once a transaction is confirmed on the blockchain, it cannot be reversed, cancelled, or modified, even if the transaction was made in error, was fraudulent, or was unauthorized. The Company has no ability to reverse or modify any blockchain transaction.
(b) Network Congestion. Blockchain networks may experience periods of high congestion, which may result in delayed or failed transactions, increased transaction fees, or other adverse effects. The Company has no control over blockchain network congestion.
(c) Fork Risk. Blockchain networks may undergo "forks" or protocol changes that may result in the creation of new tokens, the loss of tokens, changes to the functionality of the network, or other consequences. The Company has no control over blockchain forks and makes no commitment to support any particular fork or version of a blockchain network.
(d) Consensus Mechanism Risks. Blockchain networks rely on consensus mechanisms (such as proof-of-work or proof-of-stake) that may be subject to attacks, manipulation, or failure. A successful attack on a blockchain's consensus mechanism could result in double-spending, transaction reversal, or other adverse consequences.
(e) 51% Attack Risk. If a single entity or group gains control of more than 50% of the computing power or staking power on a blockchain network, it may be able to manipulate the blockchain, reverse transactions, or prevent new transactions from being confirmed.
(f) Network Latency. Blockchain transactions may be subject to network latency, meaning that there may be a delay between when a transaction is submitted and when it is confirmed on the blockchain. During this period, the status of your transaction may be uncertain.
(g) Transaction Fee Risk. Blockchain transactions require the payment of transaction fees (often called "gas fees") to network validators. Transaction fees may be volatile and may increase significantly during periods of high network activity. The Company does not control transaction fees and is not responsible for any transaction fees you incur.
12.4 Smart Contract Risks
(a) Code Vulnerabilities. Smart contracts are software programs that may contain bugs, errors, vulnerabilities, or defects that could be exploited by malicious actors. Such vulnerabilities could result in the loss, theft, or destruction of digital assets or the failure of smart contract functionality.
(b) Audit Limitations. Even if a smart contract has been audited by a reputable security firm, audits do not guarantee that the smart contract is free from vulnerabilities or that it will function as intended. Audits are limited in scope and may not identify all potential issues.
(c) Immutable Deployments. Once a smart contract is deployed on a blockchain, it may not be possible to modify, upgrade, or fix bugs in the smart contract. Any vulnerabilities or errors in a deployed smart contract may be permanent and irreversible.
(d) Oracle Risks. Smart contracts may rely on external data sources called "oracles" to function properly. Oracles may provide inaccurate, delayed, or manipulated data, which could cause smart contracts to malfunction or produce unintended results.
(e) Composability Risk. Smart contracts may interact with other smart contracts in complex ways. A vulnerability or failure in one smart contract could have cascading effects on other smart contracts that interact with it.
(f) Economic Exploit Risk. Even if a smart contract's code functions as intended, the economic design of the smart contract may be subject to exploitation through flash loans, arbitrage, or other economic attacks that could result in the loss of digital assets.
12.5 Protocol-Specific Risks
(a) Decentralized Finance (DeFi) Risks. Protocols accessible through the Interface may include decentralized finance applications that are experimental and subject to significant risks, including but not limited to impermanent loss, liquidation risk, slippage, front-running, and smart contract exploits.
(b) Upgrade Risks. Protocols may be upgraded by their developers or through governance processes. Protocol upgrades may introduce new bugs, change the functionality of the Protocol, or have other unintended consequences.
12.6 Cybersecurity Risks
(a) Hacking and Theft. Digital assets may be subject to hacking, theft, or other cyberattacks. Malicious actors may attempt to steal your private keys, exploit vulnerabilities in wallets or smart contracts, or use phishing, social engineering, or other techniques to gain access to your digital assets.
(b) Malware Risk. Your devices may be infected with malware that could compromise your private keys, record your keystrokes, intercept your transactions, or otherwise compromise your digital assets.
(c) Private Key Loss. If you lose your private keys or recovery phrase, you will permanently lose access to your digital assets. The Company cannot recover lost private keys.
(d) Phishing Risk. You may be targeted by phishing attacks that attempt to trick you into revealing your private keys, recovery phrase, or other sensitive information. The Company will never ask for your private keys or recovery phrase.
12.7 Regulatory Risks
(a) Uncertain Regulatory Status. The regulatory status of digital assets and blockchain technology varies across jurisdictions and is subject to change. Digital assets may be classified as securities, commodities, currencies, property, or other types of assets depending on the jurisdiction, which may affect their legality, taxation, and treatment.
(b) Regulatory Actions. Governments and regulatory authorities may take actions that adversely affect digital assets, including but not limited to bans, restrictions, taxation, licensing requirements, or enforcement actions. Such actions could significantly impact the value, liquidity, and usability of digital assets.
(c) Legal Uncertainty. The legal framework applicable to digital assets and blockchain technology is evolving and uncertain. There may be legal risks associated with holding, transacting in, or using digital assets that are not fully understood or anticipated.
(d) Enforcement Risk. Regulatory authorities may take enforcement actions against entities involved in the digital asset industry, which could affect the availability or functionality of the Protocols or the Interface.
12.8 Operational Risks
(a) Interface Availability. The Interface may be unavailable, interrupted, or inaccessible due to maintenance, technical issues, cyberattacks, network outages, or other factors. The Company does not guarantee continuous, uninterrupted access to the Interface.
(b) Third-Party Dependencies. The Interface may rely on third-party services, including but not limited to blockchain networks, node providers, wallet providers, and price oracles. The failure or unavailability of any third-party service could affect the functionality of the Interface.
(c) Information Accuracy. Information displayed on the Interface, including but not limited to prices, balances, and transaction data, may be inaccurate, incomplete, or delayed. The Company is not responsible for any errors or inaccuracies in the information displayed on the Interface.
(d) Wallet Compatibility. The Interface may not be compatible with all wallets or wallet versions. You are responsible for ensuring that your wallet is compatible with the Interface.
12.9 No Investment Advice
The Company does not provide investment, financial, legal, or tax advice. The information provided through the Interface is for informational purposes only and should not be construed as advice. You should consult with qualified professionals before making any decisions regarding digital assets.
12.10 Acknowledgment of Risks
BY USING THE INTERFACE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THE RISKS DESCRIBED IN THIS SECTION 12 AND THAT YOU ACCEPT SUCH RISKS. YOU FURTHER ACKNOWLEDGE THAT ADDITIONAL RISKS MAY EXIST THAT ARE NOT DESCRIBED HEREIN AND THAT YOU ACCEPT ALL SUCH RISKS.
13. MISCELLANEOUS PROVISIONS
13.1 Entire Agreement
These Terms, together with the Privacy Policy and any Additional Terms, constitute the entire agreement between you and the Company regarding your use of the Interface and supersede all prior and contemporaneous agreements, understandings, representations, and warranties, whether oral or written, regarding such subject matter.
13.2 Severability
If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of these Terms, and these Terms shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. The remaining provisions of these Terms shall continue in full force and effect.
13.3 Waiver
The failure of the Company to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. No waiver of any provision of these Terms shall be effective unless made in writing and signed by an authorized representative of the Company.
13.4 Assignment
You may not assign, transfer, or delegate these Terms or any of your rights or obligations hereunder without the prior written consent of the Company. The Company may freely assign, transfer, or delegate these Terms or any of its rights or obligations hereunder without your consent. These Terms shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
13.5 No Third-Party Beneficiaries
These Terms are for the sole benefit of you and the Company and do not create any third-party beneficiary rights. No person other than you and the Company shall have any rights under these Terms.
13.6 Relationship of the Parties
Nothing in these Terms shall be construed as creating any agency, partnership, joint venture, employment, or fiduciary relationship between you and the Company. Neither party has the authority to bind the other or to incur any obligation on behalf of the other.
13.7 Force Majeure
The Company shall not be liable for any failure or delay in performing its obligations under these Terms due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, epidemics, pandemics, network infrastructure failures, or shortages of transportation, facilities, fuel, energy, labor, or materials.
13.8 Headings
The headings in these Terms are for convenience only and shall not affect the interpretation of these Terms.
13.9 Language
These Terms are drafted in the English language. If these Terms are translated into any other language, the English language version shall prevail in the event of any conflict or inconsistency.
13.10 Notices
All notices to the Company under these Terms shall be sent to the Company's registered address in the Republic of Panama. Notices to you may be provided through the Interface, by email to any address you have provided to the Company, or by any other method reasonably calculated to provide you with actual notice.
13.11 Electronic Acceptance
You acknowledge that by accessing or using the Interface, or by clicking to accept these Terms when this option is made available to you, you are agreeing to these Terms electronically. Your electronic acceptance has the same legal force and effect as a physical signature.
13.12 Export Compliance
You represent and warrant that you are not located in a country that is subject to a comprehensive embargo by any government and that you are not listed on any government list of prohibited or restricted parties. You agree not to export, re-export, or transfer, directly or indirectly, any technical data acquired from the Company or any products utilizing such data in violation of any applicable export laws or regulations.
13.13 Government Use
If you are a government entity or are using the Interface on behalf of a government entity, you represent and warrant that you have the authority to agree to these Terms on behalf of such government entity. The Interface is commercial computer software and is subject to the restrictions applicable to commercial computer software under applicable law.
13.14 Contact Information
If you have any questions about these Terms, please contact Quote Markets Inc. at its registered address in the Republic of Panama.
BY ACCESSING OR USING THE INTERFACE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.