SUPERFLUID TERMS OF USE

Version: 0.3

Latest Reviewed on: 08 November 2021

These terms and conditions (“Terms”) are between Superfluid Finance Ltd (“Superfluid”, “we”, “us” or “our”) and you (together with Superfluid, the “parties” and each a “party”) and relate to.

Please read these terms carefully. These terms govern your access to and use of the https://www.superfluid.finance/ site (the “Site”), Superfluid’s App (as defined below). By using the Site and / or the App (collectively the “Service”), you agree to these terms.

The Service is provided on a free of charge, ‘as is’ and ‘as available’ basis and your use of the Service is at your own risk. Your attention is drawn in particular to the risks and responsibilities that you assume in relation to the Service as described in clause 4, and the exclusions of our liability set out in clause 7 below.

Your use of the Site and the Service is also governed by Superfluid’s Privacy Policy and Superfluid’s Cookie Policy.

We may make changes to these Terms, the privacy policy or the cookie policy from time to time. Every time you wish to use the Service, please check these terms to ensure you understand the terms that apply at that time. Your continued use of the Site and Services constitute acceptance of these changes.

1. In these Terms, the following terms have the following meanings: “App” means any Superfluid decentralised finance application or interface, which may be made available via an internet browser on a “software as a service” basis;

   “Service” means access to and use of the Site and/or the functionalities of the App (as applicable);

   “Site” means https://www.superfluid.finance;

   “Smart Contract” means a self-executing software program with the terms of an agreement between two or more parties being directly written into lines of code and executed by a blockchain network or private network. The code controls its execution autonomously, and transactions are usually publicly trackable and irreversible by nature;

   “Token” means any digital token or asset (which may be referred to as a ‘cryptocurrency’) which is made available for transfer, wrapping, or exchange using the App;

   “Transaction” means the transfer of Tokens or data through the use of Smart Contracts or other means; and

   “User” means a user of the Service.

2. The headings in these Terms are for convenience only and do not affect the interpretation of these Terms. Words expressed in the singular include the plural and vice versa. The words "other", "including" and "in particular" do not limit the generality of any preceding words.

1. Access to the Service is provided on a non-exclusive, free of charge, “as is” and “as available” basis only.
2. The App is currently in beta testing. Accordingly, you should only use the Service for evaluation purposes in connection with test Transactions having no value. Any use of the Service is entirely at your own risk.
3. Superfluid does not guarantee that the Service will always be available or that use will be uninterrupted or error free.
4. We may terminate, limit or restrict access to the Site and the Service at any time without notice and for any reason, including limiting or restricting access by geography. In no event do we have the ability to access or suspend your access to your own Wallet.
5. The App may involve accessing markets and interfaces allowing for Transactions of Tokens. To use the Service, you must already have a digital wallet that can store and transfer Tokens that are supported by the App (“Wallet”). As part of the Service, you may be able to monitor real-time movements of Tokens, track a portfolio of Tokens and access certain supported decentralized protocols and decentralized applications through supported web browsers.
6. Where a Wallet is created, a cryptographic private and public key pair is generated. The private and public key pair together evidence ownership/possession of a specific amount of supported Tokens in that Wallet which enables you to send and receive Tokens through a Blockchain network. The public key may be visible to all participants in such Blockchain network. The private key must be kept secret and used to transact the Tokens represented by the corresponding public key. In some instances, depending on what other services you have used to create a Wallet, you may receive a pin code, create a password, or establish another method of accessing your private key as a security or convenience measure. In those cases, your authentication method may function similarly to your private key in that it allows you and other in possession of such information to potentially transfer Tokens from your Wallet. Superfluid will never have access to Tokens in your Wallet, we will not store your private key or similar methods of accessing your Wallet, and we will never request this information.
7. When you request to make a Transaction via the App, you will be required to initiate a transfer from your Wallet’s interface (a “Transfer Initiation”). Superfluid is entitled to rely on the Transfer Initiation and has no duty to inquire into or investigate the validity or accuracy of any Transfer Initiation. You will be responsible for keeping your hardware devices, including your phone, secure and for any activity associated with such devices and your Wallet when using the Service. Superfluid will not be responsible if someone else accesses your devices and authorizes a transaction upon receipt of a valid Transfer Initiation.
8. We may make changes to the Service at any time to time without notice, including, without limitation, the right to add or remove Tokens from the Service. The inclusion or removal of any particular Token does not constitute any form of endorsement of that Token by Superfluid.

1. You accept and agree as follows in relation to your use of the Service.
   • You will not use the Service for any purpose that does not comply with applicable law or infringes the rights (including intellectual property rights) of Superfluid or any other user.
   • You will not use the Service for commercial purposes (other than to facilitate Transactions with your customers, partners, employees, contractors or suppliers) without our express written permission.
   • Subject to section 296A of the Copyright, Designs and Patents Act 1988, you will not decompile, disassemble, modify, or reverse engineer any code in respect of the Site or the App that you are provided access to, will not attempt to access any code that you are not provided access to, and you will not use the Service to build a competitive product, service or function.
   • You will not engage in any conduct that restricts or inhibits anyone’s use of the Service (including anything which affects the security of any other user’s Wallet).
   • You will not use the Service in such a way which is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable.
   • You will not to attempt to gain unauthorised access to, interfere with, or damage the proper working of the Site or the App.
   • You will not access, or to attempt to access, another user’s Wallet, private key or other security information on any third party service that provide access to such user’s wallet or private key on the Service.
   • You will not compromise, or to attempt to compromise, the security of any computer network, or to crack any passwords or encryption codes.
   • You will not use the Service in any manner which could disable, damage, or impair the Site, the App or interfere with any other party’s use of the Service.
   • You will not knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Site, the server on which the Site is stored or any server, computer or database connected to the Site. You must not attack the Site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. Superfluid will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Site will cease immediately.

1. You accept and agree as follows.

   • Superfluid is not regulated by the UK Financial Conduct Authority or any other regulatory body and is not therefore subject to their rules. The Service does not constitute regulated financial services and does not provide or offer insurance cover to Users. No assets are covered by the UK Financial Services Compensation Scheme or any other compensation scheme. Therefore, there is no regulatory protection of any kind available to you or other Users in connection with your use of the Services in any scenario.
   • Any Smart Contract that you and any third party interact with is a private arrangement between you and that third party. Superfluid is not a party to any Smart Contract, does not act as an intermediary in relation to any Smart Contract or any Transaction, has no responsibility for verifying the identity of any party to any Smart Contract or Transaction and has no responsibility in relation to any disputes relating to any Smart Contract or Transaction.
   • You should not use the Service if you do not have prior understanding of Blockchain technology and the risks and applicable compliance requirements of its use.
   • As owner of the Tokens on the platform, you are solely responsible for all activities and Transactions which occur in connection with your use of the Service and your Wallet.
   • You are solely responsible for ensuring that your use of the Service, and the entering into of any Smart Contracts or Transactions, does not breach any applicable laws that apply to you.
   • You are solely responsible for informing yourself about the operation of the relevant software protocols that underpin any Tokens that you choose to use in Transactions.
   • Tokens may be ascribed value by third parties (either by way of a cash valuation, or a valuation expressed in other Tokens). Superfluid has no control over any cryptocurrencies (including any Stablecoin) and is not responsible for any fluctuations in value, stability or liquidity of any Tokens.
   • Delays in Transaction execution may arise from the inherent functioning of the Blockchain network to which your Transaction will be processed through. Superfluid has no responsibility for any delay between the initial processing and execution of any Transaction, or for any error in or failure of any Transaction, no matter how such delays, errors or failed transactions may arise.
   • Superfluid will have no ability to access, use or exert any control over the Tokens that are locked within a Smart Contract and the relevant owner of such Tokens will retain control of the Tokens through its private key. If you lose your private key, or control of the private key, you may not be able to recover or use your Tokens.
   • We have no control over any User’s Transaction, and we cannot cancel, undo or reverse any Transaction initiated by you. We shall have no liability for any transactions which you may have executed (or tried to execute), even by mistake.
   • Superfluid gives no guarantee as to the security of any Blockchain technology and is not liable for any hacks, double spending, stolen Tokens, or any other attacks on, or failures of, the Blockchain technology.
   • Superfluid does not have access to your Wallet or private key and cannot initiate a transfer of, or otherwise access, your - Tokens. Superfluid is not acting as your broker, intermediary, agent, advisor, or custodian, and we do not have a fiduciary relationship or obligation to you regarding any other decisions or activities that you effect when using your Wallet or the Service.
   • The content and materials available when using the Service are for informational purposes only and do not constitute any form of advice or recommendation by us, should not be regarded as an offer, solicitation, invitation or recommendation to buy or sell investments, securities or any other financial services and is not intended to be relied upon by you in making any specific investment or other decisions. We recommend you seek independent advice from a financial or investment advisor before making any such decision.
   • Where the Service contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by Superfluid of those linked websites or information you may obtain from them. We have no control over the contents of those sites or resources.
   • Internet transmissions are never fully private or secure. You understand that any information you send whilst using the Service may be read or intercepted by others, regardless of whether the transmission is encrypted. Superfluid shall not be responsible for any interception you may experience when using the Service, however caused.
   • Superfluid does not guarantee that the Service will be secure or free from viruses. You are responsible for configuring your information technology and systems to access the Site and the Service and you should use your own up to date virus protection software.
   • The Service relies on the proper functioning of services or products provided by third parties, including, but not limited to protocols, blockchain technology, smart contracts, blockchain networks, cloud service providers and third party applications or tools from time to time (“Third Party Services”). We do not control, endorse or adopt any Third Party Services and have no responsibility for any Third Party Services. We cannot and will not monitor, verify, censor or edit the content of any Third Party Services. We are not responsible for any loss as a result of the use of Third Party Services and such use is beyond our control and at your own risk. You are solely responsible for making yourself aware of any protocol ‘forks’, update, failure or hack and taking appropriate action to safeguard yourself from their effects, if they occur.

You may be given access to Superfluid’s confidential information in connection with the Services. Where this happens, you shall hold Superfluid’s confidential information in confidence and, for so long as it remains confidential (other than as a result of your breach of these Terms) not make our confidential information available to any third party, or use our confidential information for any purpose other than the use of the Services. This clausedoes not apply to disclosure of confidential information to the extent the disclosure is required by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction.

1. All intellectual property rights in or arising out of or in connection with the Site, the App and the Service, and all trade marks of Superfluid shall remain the property of Superfluid.
2. Subject to your compliance with these Terms, Superfluid grants you a limited, non-transferable, non-exclusive licence to use the Service.
3. You may not modify, publish, transmit, participate in the transfer or sale of, reproduce (except as necessary to receive the Service), or create derivative works based on the Site or the App.
4. You acknowledge and agree that the Service may use, incorporate or link to certain open-source components available on open source licences and that your use of the Service is subject to, and you will comply with any, applicable open-source licenses that govern any such open-source components. Nothing in these Terms will be construed to limit any rights granted under such open sources licences with respect to the components specifically covered by such licences.
5. Any data or other content you upload to or submit using the Service will be considered non-confidential. You retain all of your ownership rights in your content, but when you upload or post content to our site, you grant us a perpetual, worldwide, royalty-free, transferrable, non-exclusive licence to use, copy, distribute, prepare derivative works of, display, and publish that data and content in any manner (including to promote the Site and Service).

1. These Terms are (to the fullest extent permitted by law) in lieu of and to the exclusion of any other warranty, condition, term or undertaking of any kind (including those implied by law), statutory or otherwise, relating to the Service or anything to be done under or in connection with these Terms.
2. Subject to clause 7.4, in no event will we be liable for any claims, penalties, loss, damages, expenses or harm arising out of or in connection with your use of the Service or in relation to any Transactions you execute (or attempt to execute).
3. Subject to clause 7.4, You agree to indemnify and reimburse Superfluid for all costs, charges, damages or losses which we may suffer in relation to your use of the Service, including in relation to (a) any content which you may upload to the App or any interaction you may have with any other user of the App; and (b) any tax implication for which Superfluid may become liable as a result of your use of the Service.
4. If you are not a consumer (i.e. using the Service in the course of business, trade or profession), subject to clause 7.4, Superfluid shall not be liable to you, whether in contract, in tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these Terms for: (a) loss of profit; (b) loss of revenue; (c) loss of anticipated savings; (d) loss, destruction or corruption of data; (e) loss of contract, business or opportunity; (f) loss of goodwill; and (g) wasted expenditure.
5. Nothing in these Terms limits or excludes Superfluid’s liability: (i) to the extent that it cannot be legally limited or excluded by law; (ii) for death or personal injury arising out of its negligence or that of its personnel; and (iii) for losses suffered by you arising out of our fraud or fraudulent statement.

Please see Superfluid’s Privacy Policy for information on how Superfluid processes and stores Users’ personal data.

For customer or technical support, please refer to the Superfluid Supporting Documentation for guidance. For all other queries (including any questions about these Terms), please use our Support Chat function on the Site. We cannot guarantee immediate responses, especially during periods of high volume.

1. Sanctions – You represent and warrant on an ongoing basis at all relevant times that you are not, nor is any individual with access to your User account or any of your affiliates, subject to any financial, economic or trade sanctions or embargoes or otherwise designated on any list of prohibited or restricted parties or territories, including any such lists maintained from time to time by the United Nations Security Council, the UK Government, the US Government, the European Union or its member states or any member states of the European Free Trade Association, or other applicable government authority, including but not limited to: Belarus, Burma (Myanmar), Burundi, Central African Republic, Congo, Côte d'Ivoire, Cuba, Iran, Iraq, Lebanon, Liberia, Libya, Mali, Nicaragua, North Korea, Somalia, South Sudan, Sudan, Syria, Crimea (Ukraine/Russia), Venezuela, Yemen, Zimbabwe. In the eventthat, at any relevant time, the warranty outlined in the preceding sentence ceases to be true, you shall notify us immediately. We reserve the right to restrict access to the Service in specific countries or territories (for example through the use of ‘geo-fencing’ technology).
2. Waivers - No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
3. Third Party Rights – The Terms do not confer any rights on any person other than the parties to the Terms (and, where applicable, their successors and permitted transferees).
4. Use of Subcontractors – We may perform any of our obligations, and exercise any of the rights granted to us under the Terms, through a third-party.
5. Assignment - We may transfer our rights and obligations under the Terms to any third party. You may only transfer your rights or obligations under the Terms to another person if we agree in writing.
6. Entire Agreement - The Terms constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
7. Governing Law and Jurisdiction - The Terms are intended to be legally binding. The Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, English law and subject to the exclusive jurisdiction of the English courts.