IMPORTANT NOTICE: THIS AGREEMENT IS SUBJECT TO A WAIVER OF CLASS ACTION RIGHTS AND A WAIVER OF TRIAL BY JURY AS DETAILED IN SECTION 11. PLEASE READ THE AGREEMENT CAREFULLY.
FYREFLi, Inc. (“FYFi,” “we,” “us, ”or “our”) is a decentralized, non-custodial cryptocurrency exchange, wallet and non-fungible token (“NFT”) marketplace. FYFi’s uniquely decentralized and non-custodial platform has access to, control or custody of, transferring to or from a user’s funds, cryptocurrency, or NFT portfolio. FYFi allows companies to register their cryptocurrencies and NFTs on our platform and sell them directly to you. You can make direct blockchain registered transactions with these companies, and your FYREFLi Wallet will show your full portfolio of cryptocurrencies and NFTs. In this way, FYFi does not have transfer, or have access to the funds in your Wallet, we simply take a 1.00% cut of every transaction, no matter the size or currency of the transaction. The FYFi platform also offers an online NFT gaming platform where you are able to earn NFTs and other rewards simply by playing. Our platform creates an ecosystem where you can buy, sell, exchange, interact, and explore with ZERO third-party connections. Our goal is to provide you with an all-inclusive, secure platform that offers everything cryptocurrency should be and to help educate the next generation of crypto-investors.
These Terms of Use (the “Terms,” “Terms of Use” or “Agreement”) contain the terms and conditions that govern your access to and use of the Site and Offerings provided by us and is an agreement between us and you or the entity you represent (“you” or “your”).Please read these Terms of Use carefully before using the Site or Offerings. By using the Site, clicking a button or checkbox to accept or agree to these Terms where that option is made available, clicking a button to use or access any of the Offerings, or, if earlier, using or otherwise accessing the Offerings(the date on which any of the events listed above occur being the “Effective Date”), you (1) accept and agree to these Terms and any additional terms, rules and conditions of participation issued by FYFi from time to time and (2)consent to the collection, use, disclosure and other handling of information as described in our Privacy Policy. If you do not agree to the Terms or perform any and all obligations you accept under the Terms, then you may not access or use the Offerings.
You represent to us that you are lawfully able to enter into contracts. If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity. Please see Section 13 for definitions of certain capitalized terms used in this Agreement.
In addition, you represent to us that you and your financial institutions, or any party that owns or controls you or your financial institutions, are (1) not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (i.e., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, or other applicable government authority and (2) not located in any country subject to a comprehensive sanctions program implemented by the United States.
5.1 Generally.
We may suspend your right to accessor use any portion or all of the Offerings immediately if we determine:
5.2 Effect of Suspension.
If we suspend your right to access or use any portion or all of the Offerings:
For any use of the Offerings after the Termination Date, the terms of this Agreement will again apply.
7.1 Your Content.
Depending on the Offering, you may share Content with us. Except as provided in this Section7, we obtain no rights under this Agreement from you (or your licensors) to Your Content. You consent to our use of Your Content to provide the Offerings to you.
7.2 Offerings License.
We or our licensors own all right, title, and interest in and to the Offerings, and all related technology and intellectual property rights. Subject to the terms of this Agreement, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to do the following:
7.3 License Restrictions.
Neither you nor any End User will use the Offerings in any manner or for any purpose other than as expressly permitted by this Agreement. Except for as authorized, neither you nor any End User will, or will attempt to
7.4 Suggestions.
If you provide any Suggestions to us or our affiliates, we and our affiliates will been titled to use the Suggestions without restriction. You hereby irrevocably assign to us all right, title, and interest in and to the Suggestions and agree to provide us any assistance we require to document, perfect, and maintain our rights in the Suggestions.
7.5 U.S. Government Users.
If you are a U.S. Government End User, we are licensing the Offerings to you as a “Commercial Item” as that term is defined in the U.S. Code of Federal Regulations (see 48 C.F.R. § 2.101), and the rights we grant you to the Offerings are the same as the rights we grant to all others under these Terms of Use.
8.1 General.
8.2 Intellectual Property.
8.3 Process.
In no event will a party agree to any settlement of any claim that involves any commitment, other than the payment of money, without the written consent of the other party.
9.1 Disclaimer.
Any and all Educational Resources, including without limitation, any guides, classes, products, and services made available to you through the Offerings is published in good faith and for general information purposes only. These Educational Resources do not make any warranties about the completeness, reliability, and accuracy of any information. The Educational Resources are NOT financial or legal advice, you are encouraged to do your own research and speak with your financial advisor before making use of any of the Offerings.
10.1 DISCLAIMER.
THE OFFERINGS ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TOTHE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED ORWAIVED, WE AND OUR AFFILIATES AND LICENSORS
10.2 Risks.
OUR OFFERINGSRELY ON EMERGING TECHNOLOGIES, SUCH AS ETHEREUM. SOME OFFERINGS ARE SUBJECT TOINCREASED RISK THROUGH YOUR POTENTIAL MISUSE OF THINGS SUCH AS PUBLIC/PRIVATEKEY CRYPTOGRAPHY, OR FAILING TO PROPERLY UPDATE OR RUN SOFTWARE TO ACCOMMODATEPROTOCOL UPGRADES, LIKE THE TRANSITION TO PROOF OF STAKE CONSENSUS. BY USINGTHE OFFERINGS YOU EXPLICITLY ACKNOWLEDGE AND ACCEPT THESE HEIGHTENEDRISKS. YOU REPRESENT THAT YOU ARE FINANCIALLY AND TECHNICALLYSOPHISTICATED ENOUGH TO UNDERSTAND THE INHERENT RISKS ASSOCIATED WITH USINGCRYPTOGRAPHIC AND BLOCKCHAIN-BASED SYSTEMS AND UPGRADING YOUR SOFTWARE ANDPROCESSES TO ACCOMMODATE PROTOCOL UPGRADES, AND THAT YOU HAVE A WORKINGKNOWLEDGE OF THE USAGE AND INTRICACIES OF DIGITAL ASSETS SUCH AS ETHER (ETH)AND OTHER DIGITAL TOKENS, SUCH AS THOSE FOLLOWING THE ERC-20 TOKENSTANDARD. IN PARTICULAR, YOU UNDERSTAND THAT WE DO NOT OPERATE THEETHEREUM PROTOCOL OR ANY OTHER BLOCKCHAIN PROTOCOL, COMMUNICATE OR EXECUTEPROTOCOL UPGRADES, OR APPROVE OR PROCESS BLOCKCHAIN TRANSACTIONS ON BEHALF OFYOU. YOU FURTHER UNDERSTAND THAT BLOCKCHAIN PROTOCOLS PRESENT THEIR OWN RISKSOF USE, THAT SUPPORTING OR PARTICIPATING IN THE PROTOCOL MAY RESULT IN LOSSESIF YOUR PARTICIPATION VIOLATES CERTAIN PROTOCOL RULES, THAT BLOCKCHAIN-BASED TRANSACTIONS ARE IRREVERSIBLE, THAT YOUR PRIVATE KEY ANDBACKUP SEED PHRASE MUST BE KEPT SECRET AT ALL TIMES, THAT FYFi WILL NOT STORE ABACKUP OF, NOR WILL BE ABLE TO DISCOVER OR RECOVER, YOUR PRIVATE KEY OR BACKUPSEED PHRASE, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY APPROVALS ORPERMISSIONS YOU PROVIDE BY CRYPTOGRAPHICALLY SIGNING BLOCKCHAIN MESSAGES ORTRANSACTIONS.
YOU FURTHER UNDERSTAND AND ACCEPTTHAT DIGITAL TOKENS PRESENT MARKET VOLATILITY RISK, TECHNICAL SOFTWARE RISKS,REGULATORY RISKS, AND CYBERSECURITY RISKS. YOU UNDERSTAND THAT THE COSTAND SPEED OF A BLOCKCHAIN-BASED SYSTEM IS VARIABLE, THAT COST MAY INCREASEDRAMATICALLY AT ANY TIME, AND THAT COST AND SPEED IS NOT WITHIN THE CAPABILITYOF FYFi TO CONTROL. YOU UNDERSTAND THAT PROTOCOL UPGRADES MAYINADVERTENTLY CONTAIN BUGS OR SECURITY VULNERABILITIES THAT MAY RESULT IN LOSSOF FUNCTIONALITY AND ULTIMATELY FUNDS.
YOU UNDERSTAND AND ACCEPT THAT FYFiDOES NOT CONTROL ANY BLOCKCHAIN PROTOCOL, NOR DOES FYFi CONTROL ANY SMARTCONTRACT THAT IS NOT OTHERWISE OFFERED BY FYFi AS PART OF THE OFFERINGS. YOU UNDERSTAND AND ACCEPT THAT FYFi DOES NOT CONTROL AND IS NOT RESPONSIBLE FORTHE TRANSITION OF ANY BLOCKCHAIN PROTOCOL FROM PROOF OF WORK TO PROOF OF STAKECONSENSUS. YOU AGREE THAT YOU ALONE, AND NOT FYFi, IS RESPONSIBLE FOR ANYTRANSACTIONS THAT YOU ENGAGE IN WITH REGARD TO SUPPORTING ANY BLOCKCHAIN PROTOCOLWHETHER THROUGH TRANSACTION VALIDATION OR OTHERWISE, OR ANY TRANSACTIONS THATYOU ENGAGE IN WITH ANY THIRD-PARTY-DEVELOPED SMART CONTRACT OR TOKEN, INCLUDINGTOKENS THAT WERE CREATED BY A THIRD-PARTY FOR THE PURPOSE OF FRAUDULENTLYMISREPRESENTING AFFILIATION WITH ANY BLOCKCHAIN PROJECT. YOU AGREE THAT FYFi IS NOT RESPONSIBLE FOR THE REGULATORY STATUS OR TREATMENT OF ANY DIGITALASSETS THAT YOU MAY ACCESS OR TRANSACT WITH USING FYFi OFFERINGS. YOUEXPRESSLY ASSUME FULL RESPONSIBILITY FOR ALL OF THE RISKS OF ACCESSING ANDUSING THE OFFERINGS TO INTERACT WITH BLOCKCHAIN PROTOCOLS.
10.3 NFT and Cryptocurrency Assumption of Risk.
a. The value of an NFT is subjective. Prices of NFTs are subject to volatility and fluctuations in the price of cryptocurrency can also materially and adversely affect NFT prices. You acknowledge that you fully understand this subjectivity and volatility and that you may lose money.
b. A lack of use or public interest in the creation and development of distributed eco systems could negatively impact the development of those ecosystems and related applications, and could therefore also negatively impact the potential utility of NFTs.
c. The regulatory regime governing blockchain technologies, NFTs, cryptocurrency, and other crypto-based items is uncertain, and new regulations or policies may materially adversely affect the development of the Offerings and the utility of NFTs.
d. There are risks associated with purchasing items associated with content created by third parties through peer-to-peer transactions, including but not limited to, the risk of purchasing counterfeit items, mislabeled items, items that are vulnerable to metadata decay, items on smart contracts with bugs, and items that may become un transferable. You represent and warrant that you have done sufficient research before making any decisions to sell, obtain, transfer, or otherwise interact with any NFTs or accounts/collections.
e. We do not control the public blockchains that you are interacting with and we do not control certain smart contracts and protocols that may be integral to your ability to complete transactions on these public blockchains. Additionally, blockchain transactions are irreversible and FYFi has no ability to reverse any transactions on the blockchain.
f. FYFi does not make any representations or warranties about this third-party content visible through our Offerings, including any content associated with NFTs displayed on the Offerings, and you bear responsibility for verifying the legitimacy, authenticity, and legality of NFTs that you purchase from third-party sellers. We also cannot guarantee that any NFTs visible on FYFi will always remain visible and/or available to be bought, sold, or transferred.
g. NFTs may be subject to terms directly between buyers and sellers with respect to the use of the NFT content and benefits associated with a given NFT(“Purchase Terms”). For example, when you click to get more details about any of the NFTs visible on FYFi, you may notice a third party link to the creator’s website. Such website may include Purchase Terms governing the use of the NFT that you will be required to comply with. FYFi is NOT a party to any such Purchase Terms, which are solely between the buyer and the seller. The buyer and seller are entirely responsible for communicating, promulgating, agreeing to, and enforcing Purchase Terms. You are solely responsible for reviewing such Purchase Terms
11.Limitations of Liability.
11.1 Limitation of Liability. WITH THE EXCEPTION OF CLAIMS RELATING TO A BREACH OF OUR PROPRIETARY RIGHTS ASGOVERNED BY SECTION 7 AND INTELLECTUAL PROPERTY CLAIMS AS GOVERNED BY SECTION8, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITHALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THETOTAL AMOUNT PAID BY YOU HEREUNDER FOR THE OFFERINGS GIVING RISE TO THELIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THELIABILITY AROSE, OR, IF NO FEES HAVE BEEN PAID, $25,000. THE FOREGOINGLIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESSOF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION4.
11.2 Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVEANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS,REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER,BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT ORTORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITSAFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’SOR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THEFOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
PLEASE READ THIS SECTION 12CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHTTO FILE A LAWSUIT IN COURT.
12.1 Governing Law; Venue. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Delaware applicable to contracts made and performed in such State without regard to principles of conflicts of law (including Delaware’s). Any claim arising from, related to, or in connection with this Agreement shall be brought before a state or federal court located in or having jurisdiction over Montana.
12.2 Class Action Waiver. YOUAND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUALBASIS, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ORREPRESENTATIVE PROCEEDING. YOU AND WE EXPRESSLY WAIVE ANY RIGHT TO FILE A CLASSACTION OR SEEK RELIEF ON A CLASS BASIS. Unless both you and we agree, no court may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding. The court may award in junctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.
12.3 Waiver of Right to Jury. YOU AND WE EXPRESSLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ORPROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT OR UNDER ANYAMENDMENT, INSTRUMENT, DOCUMENT, OR AGREEMENT DELIVERED OR THAT MAY IN THEFURTURE BE DELIVERED IN CONNECTION HEREWITH AND AGREE THAT ANY SUCH ACTION ORPROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT A JURY.
13.1 Assignment. You will not assign or otherwise transfer this Agreement or any of your rights and obligations under this Agreement, without our prior written consent. Any assignment or transfer in violation of this Section 13.1 will be void. We may assign this Agreement without your consent (a) in connection with a merger, acquisition or sale of all or substantially all of our assets, or (b)to any Affiliate or as part of a corporate reorganization; and effective up on such assignment, the assignee is deemed substituted for us as a party to this Agreement and we are fully released from all of our obligations and duties toper form under this Agreement. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns.
13.2 Entire Agreement and Modifications. This Agreement incorporates the Policies by reference and is the entire agreement between you and us regarding the subject matter of this Agreement. If the terms of this document are inconsistent with the terms contained in any Policy, the terms contained in this document will control. Any modification to the terms of this Agreement may only be made in writing.
13.3 Force Majeure. Neither party nor their respective affiliates will be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond such party’s reasonable control, including but not limited to acts of God, utilities or other telecommunications failures, cyber attacks, earthquake, storms or other elements of nature, pandemics, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
13.4 Export and Sanctions Compliance. In connection with this Agreement, you will comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations, including all such laws and regulations that may apply. For clarity, you are solely responsible for compliance related to the manner in which you choose to use the Offerings. You may not use any Offering if you are the subject of U.S. sanctions or of sanctions consistent with U.S. law imposed by the governments of the country where you are using the Offering.
13.5 Independent Contractors; Non-Exclusive Rights. We and you are independent contractors, and this Agreement will not be construed to create a partnership, joint venture, agency, or employment relationship. Neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. Both parties reserve the right (a) to develop or have developed for it products, services, concepts, systems, or techniques that are similar to or compete with the products, services, concepts, systems, or techniques developed or contemplated by the other party, and (b) to assist third-party developers or systems integrators who may offer products or services which compete with the other party’s products or services.
13.6 Eligibility. If you are under the age of majority in your jurisdiction of residence, you may use the Site or Offerings only with the consent of or under the supervision of your parent or legal guardian.
NOTICE TO PARENTS AND GUARDIANS: By granting your minor permission to access the Site or Offerings, you agree to these Terms of Use on behalf of your minor. You are responsible for exercising supervision over your minor’s online activities. If you do not agree to these Terms of Use, do not let your minor use the Site or Offerings.
13.7 Language. All communications and notices made or given pursuant to this Agreement must be in the English language. If we provide a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict.
13.8 Notice.
(a) To You. We may provide any notice to you under this Agreement using commercially reasonable means, including: (i) posting a notice on the Site; (ii) sending a message to thee mail address then associated with your account; or (iii) using public communication channels. Notices we provide by posting on the Site or using public communication channels will be effective upon posting.
(b) To Us. To give us notice under this Agreement, you must contact us by email at [INSERT EMAIL ADDRESS FOR NOTICES].
13.9 No Third-Party Beneficiaries. Except as otherwise set forth herein, this Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement.
13.10 No Waivers. The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.
13.11 Severability. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.
“Acceptable Use Policy” means the policy set forth below, as it may be updated by us from time to time. You agree not to, and not to allow third parties to, use the Offerings:
“Content” means any data, text, audio, video or images, software (including machine images), and any documentation.
“End User” means any individual or entity that directly or indirectly through another user: (a) accesses or uses Your Content; or (b) otherwise accesses or uses the Offerings under your account.
“Fees” has the meaning set forth in Section4.1.
“Losses” means any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees).’
“Our Content” means any software(including machine images), data, text, audio, video, images, or documentation that we offer in connection with the Offerings.
“Our Marks” means any trademarks, service marks, service or trade names, logos, and other designations of FYREFLi, Inc. and their affiliates or licensors that we may make available to you in connection with this Agreement.
“Offerings” means each of the products and services, and any other features, tools, materials, or services offered from time to time, by us or our affiliates.
“Policies” means the Acceptable Use Policy, Privacy Policy, any supplemental policies or addendums applicable to any Offering as provided to you, and any other policy or terms referenced in or incorporated into this Agreement, each as may be updated by us from time to time.
“Privacy Policy” means the privacy policy located at [INSERTLINK TO PRIVACY POLICY] (and any successor or related locations designated by us), as it may be updated by us from time to time.
“Term” means the term of this Agreement described in Section 6.1.
“Termination Date” means the effective date of termination provided in accordance with Section 6.
“Wallet” means the FYREFLi Wallet.
“Your Content” means content that you or any End User transfers to us, storage or hosting by the Offerings in connection with account and any computational results that you or any End User derive from the foregoing through their use of the Offerings, excluding how ever any information submitted to a blockchain protocol for processing.
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