Terms and Conditions

August 2023

Welcome to the Circuit website and interface.

The following Terms governs user access to and use https://circuit.trade/ (collectively, the “Interface”).

1. Acceptance of the Terms of Use

These terms of use are entered into by and between you (the “User”) and Circuit Trading (“Company,” “we,” or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, “Terms of Use”), govern User’s access to and use of the Interface, including any content, functionality, subpages, and services offered on or through the Interface. The Interface provides access to the Circuit platform which aims to be a multi-chain market maker focused on providing deep liquidity to DeFi protocols and decentralised exchanges.

User must read the Terms of Use carefully before it starts to use the Interface. By using the Interface, or by clicking to accept or agree to the Terms of Use when this option is made available to the User, the User accepts and agrees to be bound and abide by these Terms of Use, incorporated herein by reference.

If the User does not want to agree to these Terms of Use, or any documents applicable to them that are incorporated herein by reference, the User must not access or use the Interface. To the extent that there is a conflict between these Terms of Use and any applicable additional terms, these Terms of Use will control unless expressly stated otherwise. If the User does not agree with these Terms of Use, that User may not visit or use the Interface.

The User and the Company shall undertake in good faith with respect to each other’s rights and undertake with the other to do all things reasonably that are necessary or desirable to give effect to the spirit and intent of this Agreement.

1. Changes to the Terms of Use.

The Company may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately from when the Company publishes new changes and shall apply to all access and use of the Interface thereafter.

The User’s continued use of the Interface following the posting of revised Terms of Use means that the User accepts and agrees to the changes. The User is expected to check this page each time it accesses this Interface, so it is aware of any changes, as they are binding on the User.

Where the User does not agree with the modified Terms of Use, such User is to cease from Circuit’s services at once.

1. Electronic Communication

The Company may be required or choose to provide certain communications to the User in written form. By agreeing to the Terms of Use, the User consents to the delivery of those communications in electronic form, including e-mail or other electronic message.

The User agrees that all terms and conditions, disclosures, or agreements provided by Company electronically satisfy any legal requirement such communications would satisfy if they were provided in non-electronic writing. The User waives any rights to require an original, wet, non-electronic signature, to the extent that such waiver is not prohibited under applicable law.

1. Accessing the Interface and User Security.

The Company reserves the right to pause, withdraw or amend this Interface, and any service or material the Company provides on the Interface, in its sole discretion without notice. The Company will not be liable if for any reason all or any part of the Interface is unavailable at any time or for any period.

From time to time, the Company may restrict access to some parts of the Interface, or the entire Interface, to those who access the Interface (“Participants”).

The User is responsible for both:

i. making all arrangements necessary for the User to have access to the Interface.

ii. ensuring that all persons who access the Interface through the User’s internet connection are aware of these Terms of Use and comply with them.

To access the Interface or some of the resources it offers, the User may be asked to utilize certain Web3 capabilities, such as MetaMask or another crypto-asset wallet capable of interacting with the User’s web browser (“Web3 Utilities”). It is a condition of the User’s use of the Interface that all the information only operates such that those Web3 Utilities with the private key(s) that the User created has the direct, explicit permission of the party who created the relevant private key(s). The User agrees that all information it provides to interact with the Interface or otherwise, including, but not limited to, through the use of any interactive features on the Interface, is governed by any policies referred to on the Interface and the User consents to all actions the Company takes with respect to the User’s information consistent with those policies.

If the User utilizes a Web3 Utility that relies on a username, password, private key, or any other piece of information as part of its security procedures, the User acknowledges that any identity linked to its Web3 Utility is personal to the User. The User agrees to treat such identity and information as confidential. The User further agrees it is the User’s responsibility to ensure that it will lock or otherwise prevent its Web3 Utility from unauthorized use on this Interface at the end of each session. The User should use particular caution when accessing the Interface from a public or shared computer so that others are not able to view or record the User’s password, private key, or other personal information.

The Company has the right to disable any identity associated with a Web3 Utility (such as that represented by a public address) on the Interface or to block any IP address from accessing the Interface at any time in our sole discretion for any or no reason, including if, in our opinion, the User or that identity has violated any provision of these Terms of Use.

1. Prohibited Uses.

The User may access or use the Interface only for lawful purposes and in accordance with these Terms of Use. The User agrees not to use or access the Interface:

• In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the other countries).

• For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.

• To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.

• To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses, screen names, similarly named or commonly misspelled URLs, or blockchain identities associated with any of the foregoing).

• To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Interface, or which, as determined by us, may harm the Company or Participants, or expose them to liability.

• If they are a citizen or resident of or are otherwise accessing the Interface from certain blocked regions or if the User is otherwise subject to economic sanctions or listed as a Specially Designated National by the United States Office of Foreign Asset Control (OFAC).

• If doing so is in violation of any laws or regulations according to the User’s applicable jurisdiction(s).

Additionally, the User agrees not to:

• Attempt to deceive or defraud any person, or actually deceive or defraud any person, including (without limitation) provide any false, inaccurate, or misleading information with the intent to unlawfully obtain the property of another.

• Promote any illegal activity, or advocate, promote, or assist any unlawful act.

• Impersonate any person, misrepresent the User’s identity, or misrepresent its affiliation with any person or organization.

• Engage in any activity or behaviour that violates any applicable law, rule, or regulation concerning, or otherwise damages, the integrity of trading markets or the Protocol, including (without limitation) tactics commonly referred to as spoofing, pump-and-dump schemes, and wash trading.

• Give the impression that they emanate from or are endorsed by the Company or any other person or entity, including Pool Delegates, if this is not the case.

• Use the Interface to execute any transactions that may be considered a securities transaction or otherwise requires registration with the Securities and Exchange Commission, the Financial Industry Regulatory Authority, the Commodities Futures Trade Commission, the US Financial Crimes Enforcement Network, or any other global, federal or state regulator or agency or applicable self-regulatory organization.

• Use the Interface in any manner that could disable, overburden, damage, impair, or interfere with any other party's use of the Interface, including their ability to engage in real time activities through the Interface.

• Use any robot, spider, or other automatic device, process, or means to access the Interface for any purpose, including monitoring or copying any of the material on the Interface.

• Use any manual process to monitor or copy any of the material on the Interface, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.

• Use any device, software, or routine that interferes with the proper working of the Interface.

• Introduce any viruses, malware, Trojan horses, worms, logic bombs, malicious code, or other material that is malicious or technologically harmful.

• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Interface, the server on which the Interface is stored, or any server, computer, or database connected to the Interface, including any underlying blockchain.

• Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy.

• Attack the Interface via a denial-of-service attack or a distributed denial-of-service attack.

• Otherwise attempt to interfere with the proper working of the Interface.

1. Monitoring and Enforcement; Termination.

The Company has the right to:

• Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Interface.

• Terminate or suspend a User’s access to all or part of the Interface for any or no reason, including without limitation, any violation of these Terms of Use.

The Company shall be held harmless for any harm or damage associated with interactions with any blockchain underlying the interface.

1. Changes to the Interface.

The Company may update the content, design of, or functionalities available through this Interface from time to time, but the Interface is not necessarily complete or up-to-date. Any of the material on the Interface may be out of date at any given time, and the Company is under no obligation to update such material.

1. No Professional Advice.

All information or content provided or displayed by the Interface is for informational purposes only and should not be construed as professional advice (including, without limitation, tax, legal, or financial advice). The Company does not warrant the accuracy, completeness, or usefulness of this information. The User should not take, or refrain from taking, any action based on any information or content displayed or provided on the Interface including but not limited to calls, social media posts, articles, links to third-party content, twitter or Discord communications, or tutorials.

Any reliance the User places on such information is strictly at the User’s own risk, and as is common in the blockchain space, the User is assuming a high amount of risk related to others or technical harms when operating via the Interface. The User should seek independent professional advice from an individual licensed and qualified in the area appropriate for such before the User makes any financial, legal, or other decisions involving the Interface.

The User acknowledges and agrees that, to the fullest extent permissible by law, it has not relied on the Company or any other participant for any professional advice related to its use of the Interface or interactions with the Interface.

1. No Fiduciary Duties.

This Agreement, and the provision of the Interface, is not intended to create any fiduciary duties between us and the User or any third-party. To the fullest extent permissible by law, the User agrees that neither the User’s use of the Interface l causes us to owe fiduciary duties or liabilities to the User or any third party. Further, the User acknowledges and agrees that to the extent there are such duties or liabilities, the User hereby irrevocably disclaims, waives, and eliminates, and that the Company shall be held completely harmless in relation thereof. The User further agrees that the only duties and obligations that the Company or any Participant owes the User, and the only rights the User has related to this Agreement or the User’s use of the Interface or the Protocol, are those set out expressly in this Agreement.

1. WARRANTY DISCLAIMER.

The User’s use of the interface, its content, and any of its services is at the User’s sole risk.

The Interface is provided on an “AS IS” AND “AS AVAILABLE” basis. To the maximum extent permitted under applicable law, the Company, nor any person associated with the Company, makes and the Company explicitly disclaims, any and all representations or warranties of any kind related to the Interface (and any relevant protocol), whether express, implied, or statutory, including (without limitation) the warranties of merchantability, non-infringement, and fitness for a particular purpose. Neither the Company nor any person associated with the Company makes any warranty or representation with respect to the completeness, security, reliability, quality accuracy or availability of the Interface.

The Company and any person associated with the Company does not represent or warrant that:

i. access to the Interface will be continuous, uninterrupted, timely, without delay, error-free, secure, or free from defects;

ii. that the information contained or presented on the Interface is accurate, reliable, complete, concise, current, or relevant;

iii. that the Interface will be free from defects, malicious software, begs, errors, private, or any other harmful elements, or that any of such will be corrected;

iv. that the Interface will meet the User’s expectations; and

v. no information or statement that the Company makes, including documentation or any private communications, should be treated as offering any warranty concerning the Interface (or as a representation regarding any relevant protocol).

The Company does not endorse, guarantee, or assume any liability or responsibility for any content, advertisements, offers, statements, or actions by any third party either regarding or through the Interface.

The User is responsible for implementing sufficient procedures and checkpoints to satisfy the User’s particular requirements for:

i. an appropriate Web3 Utility;

ii. anti-virus protection and accuracy of data input and output; and

iii. maintaining a means external to our site for any reconstruction of any lost data.

To the fullest extent provided by law, the Company will not be liable for any loss or damage caused by a distributed denial of service attack, viruses, or other technologically harmful material that may infect the User’s computer equipment, computer programs, data or other proprietary material due to the user’s use of the interface or any services or items obtained through the interface or to the user’s downloading of any material posted on it, or on any website linked to it.

1. Limitation of Liability

To the fullest extent provided by law, in no event will the Company, its affiliates, agents, licensors , service providers, employees, agents, officers, or directors be liable for claims or damages of any kind arising out of or in connection with the User’s use, inability to use the interface or the underlying protocol or blockchain, any websites linked to it, including any content on the interface of such websites including any direct, indirect, special, incidental, consequential or punitive damages, including but not limited to, personal injury, pain and suffering, emotional distress, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, and whether caused by tort (including negligence), breach of contract, or otherwise, even if foreseeable. This disclaimer or liability extends to any and all damages caused by any third party or any failure of any relevant protocol or underlying blockchains.

The foregoing does not affect any liability that cannot be excluded or limited under applicable law.

1. Nature of Blockchain; Assumption of Risk; Waiver of Claims.

Blockchains and smart contracts are still emerging technologies that carry a high amount of foreseeable and unforeseeable risk from security, financial, technical, political, social, and personal safety standpoints. The mere access to and interaction with blockchains and smart contracts requires a high degree of skill and knowledge to operate with a relative degree of safety and proficiency. Crypto-assets are highly volatile in nature due to many diverse factors, including (without limitation) use and adoption, speculation, manipulation, technology, security, and legal and regulatory developments and application. Further, the speed and cost of transacting with cryptographic technologies (such as blockchains) is variable and highly volatile. Moreover, the transparent nature of many blockchains means that any interactions the User has with the Protocol may be publicly visible and readable in human form.

By accessing and using the Interface, the User acknowledges the foregoing and agrees, acknowledges and represents that:

i. it understands such and other risks involved with blockchains and use of the relevant Protocol or blockchain underlying this Interface.

ii. it has all knowledge sufficient to work, and is informed of all foreseeable risks, and the possibility of unforeseeable risks, associated with blockchains, crypto-assets, crypto mining, Web3 Utilities, smart contracts, and use of any relevant underlying Protocol.

iii. any crypto-assets the User places or uses within the Interface may increase or decrease in value rapidly while they are involved with the relevant vault, or be obtained by other parties or otherwise lost in ways the User may or may not currently foresee (possibly to the User’s severe harm or detriment)

iv. the Company is not responsible for any of these (or related) risks, does not own or control the underlying blockchain or Protocol, and cannot be held liable for any resulting harms, damages, or losses incurred by or against the User experiences while accessing or using the Interface.

v. It agrees to assume full responsibility for all of the risks of accessing and using the Interface and interacting with any relevant Protocol, whether mentioned in this section or otherwise.

The User further expressly waives and releases us from any and all liability, claims, causes of action, or damages arising from or in any way relating to the User’s use of the Interface and the User’s interaction with any relevant protocol or blockchain.

1. Compliance.

The Interface may not be available, appropriate, or legal for use in some jurisdictions. By accessing or using the Interface, the User agrees that it is solely and entirely responsible for compliance with all laws and regulations under any jurisdiction applicable to the User. The User may not use the Interface if the User is a citizen, resident, or member of any jurisdiction or group that is subject to economic sanctions or if the User’s use or access of the Interface would be illegal or otherwise violate any applicable

The User is solely responsible for any and all, taxes or assessments claimed or imposed by any government authority or regulator associated with the User’s use of the Interface.

law.

1. Links from the Interface.

If the Interface may contain links to other sites, protocols and resources provided by third parties, these links are provided for convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. The Company has no control over the contents of those sites or resources and accepts no responsibility for them or for any loss or damage that may arise from the User’s use of them. If the User decides to access any of the third-party websites linked to this Interface, the User does so entirely at its own risk and subject to the terms and conditions of use for such websites.

1. Indemnification.

The User agrees to defend, indemnify, and hold harmless the Company, its affiliates, licensors, agents, and service providers, and its respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims (including claims by any government agency or body), liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to:

i. the User’s violation of these Terms of Use;

ii. the User’s use of the Interface, including amongst other things, the User’s interactions with the Protocol, use of or reliance on the Interface's content, services, and products other than as expressly authorized in these Terms of Use;

iii. the User’s use or reliance on of any information obtained from the Interface; or

iv. any other party’s access and use of the Interface or Protocol with the User’s assistance or by using any device or account that the User owns or control.

v. Governing Law and Dispute Resolution

All matters relating to the Interface and these Terms of Use, and any dispute or claim arising therefrom or related thereto, shall be governed by, and construed in accordance with, the laws of Singapore.

In the event of any dispute arising out of or in connection with these Terms of Use, including any question regarding its existence, validity or termination (the "Dispute"), the Dispute shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The governing law of this arbitration agreement shall be the laws of Singapore. The tribunal shall consist of one arbitrator and the language of the arbitration shall be English.

1. Limitation on Time to File Claims.

Any cause of action or claim the User may have arising out of or relating to these Terms of Use or its use of the Interface must be commenced within 1 year after the case of action accrues, else such cause of action or claim shall be permanently barred.

1. Injunctive Relief Waiver.

To the maximum extent permitted by law, the User agrees that the User will not be permitted to obtain an injunction or other equitable relief of any kind, such as any court action in relation to the Interface.

1. Entire Agreement.

The Terms of Use and any documented incorporated by reference herein constitute the sole and entire agreement between the User and the Company regarding the Interface and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Interface.