Welcome to dAMM.finance, the online user interface (the "Website") to a decentralized protocol on the Ethereum blockchain for digital asset lenders and borrowers to enter into lending arrangements (the "Protocol").
Please read the Terms carefully before you use the Website or Protocol. By using the Website or Protocol, or by clicking to accept or agree to the Terms when this option is made available to you, you accept and agree to be bound and abide by these Terms. If you do not agree to these Terms do not access or use the Website, the Protocol, or any dAMM Finance services.
We may require you to agree to additional terms, loan agreements, and/or policies from time-to-time in connection with your use of the Website or Protocol ("Service Specific Terms" or "Additional Terms"). Such Service Specific Terms can be found below and may include terms that govern your rights in connection with borrowing or lending digital assets on the Protocol. Such Service Specific Terms are expressly incorporated by reference into and subject to these Terms.
The Website is only intended for adults eighteen (18) years of age and older. You are not allowed to use the Website, lend or borrow digital assets, or provide information if you are under eighteen (18) years of age. You further represent that you are not a citizen, resident, or member of any jurisdiction or group that is subject to economic sanctions by the United States, or where your use of the Website or the Protocol would be illegal or otherwise violate any applicable law. You further represent that your access and use of the Website and Protocol will fully comply with all applicable laws and regulations, and that you will not access or use the Website to conduct, promote, or otherwise facilitate any illegal activity.
Changes to the Terms and Website
We will likely change and update these Terms and the Service Specific Terms from time to time, and these changes are effective as soon as we post them on the Website. We reserve the right, in our sole discretion, to modify this Agreement from time to time. If you continue to use the Website following the posting of any revised Terms or Service Specific Terms, you are accepting and agreeing to the changes. We may also update the content on the Website as we see fit, but do not guarantee that any content is necessarily complete or up-to-date.
Anti-Money Laundering and Counter-Terrorist Financing
We are committed to providing you with safe, compliant and reputable services through the Protocol. Accordingly, when lending into, or borrowing from a pool (a "dAMM Pool" or "Pool") as a Lender or a Borrower, we insist on a comprehensive and thorough customer due diligence process and implementation and ongoing analysis and reporting. This includes monitoring of and for suspicious transactions and mandatory reporting to international regulators.
We reserve the right to refuse registration to, or to bar transactions from or to, anyone from or in jurisdictions that do not meet international AML-CTF standards as set out by the FATF; to anyone that is a Politically Exposed Person within the meaning of the FATF's '40 Recommendations'; or, that fails to meet any of our customer due diligence standards, request or requirements (hereinafter referred to as "Violators"). We also reserve the right to hold Pool deposits made by Violators, or to transfer any such Pool deposits to authorized regulatory agencies as required by law. In lieu of refusing registration, we may perform enhanced customer due diligence procedures. At all times, you may be subject to enhanced customer due diligence procedures in your use of the Protocol and any related service. The Company will validate and verify your identity based on the information provided. As part of our 'Know Your Customer' ("KYC") policy and ongoing monitoring of account activity, we may request additional information and documentation from you in the future. If we are unable to contact you and verify your identity in the future, we may need to close your account.
You are solely responsible for maintaining the confidentiality of your account information, as well as any and all activities that occur under your account. You must immediately notify us of any unauthorized use of your account and any other such security breach. We will not be liable for any loss that may occur as a result of someone else using your account or password, with or without your knowledge. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
No Class Proceedings
You and we agree that any party hereto may bring claims against the other on an individual basis only and not as a plaintiff or class member in any purported class or representative action or proceeding. Unless the parties agree otherwise, any adjudicator of any claim—whether judicial or otherwise—may not consolidate or join more than one part's claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Any adjudicator of any claim may award relief, including monetary, injunctive, and declaratory relief, only in favor of the party seeking relief, and only to the extent necessary to provide relief necessitated by that party's claim(s). Any relief awarded cannot affect other users of the Website, the Protocol, or any ancillary dAMM Services.
Interest, Costs & Fees
You are responsible for all on-chain transaction costs associated with on-chain transfers of any digital assets that you may lend or borrow, as well as any interest charges or additional fees incurred therewith. Failure to timely pay such interest, costs or fees shall be a breach of these Terms.
Taxes, Fees, Commissions and Liabilities
You are solely liable for all the taxes, fees, and commissions resulting from the use of the Website and the Protocol. These Terms alone do not create a joint venture, partnership, or principal-agent relationship between you and the Company, or any other users, and nothing in these Terms may be used to imply such a relationship. You agree to indemnify the Company from any liability for, or assessment of, any claims or penalties with respect to such taxes, labor, or employment requirements, including any liability for, or assessment of taxes imposed on the Company by the relevant taxing authorities with respect to any amounts paid to you as the result of using the Website or the Protocol.
Assumption of Risk; No Advice; No Fiduciary Duties
Digital asset markets are volatile and shift quickly in terms of regulation, liquidity, market depth, and trading dynamics. You are solely responsible and liable for your account on the Website and your use of the Protocol and knowing the true status of your digital assets even if the information on the Website is displayed incorrectly.
The Company does not provide investment advice. The information contained within the Website is for informational purposes only, and the Company is not soliciting any action based upon such materials. The material is not to be construed as investment advice. We do not provide any consultation on the advisability of lending or borrowing digital assets, trading techniques, models, algorithms, or any other schemes. We do not provide any brokerage or exchange services.
To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or accept or undertake any liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated by you. You further agree that the only duties and obligations that we owe you are those set out expressly in these Terms.
Assumption of Risk
By accessing and using the Website or the Protocol, you represent that you understand the inherent risks associated with using cryptographic and blockchain-based systems, and that you have a working knowledge of the usage and intricacies of digital assets such as bitcoin ("BTC"), ether ("ETH"), and other digital tokens such as those following the Ethereum Token Standard (ERC-20). You further understand that the markets for these digital assets are highly volatile due to factors including, but not limited to, adoption, speculation, technology, security, and regulation. You acknowledge that the cost and speed of transacting with cryptographic and blockchain-based systems such as Ethereum are variable and may increase dramatically at any time. You further acknowledge the risk that your digital assets may lose some or all of their value while they interact with the Protocol. You further acknowledge that we are not responsible for any of these variables or risks, and cannot be held liable for any resulting losses that you experience while accessing or using the Website or Protocol. Accordingly, you understand and agree to assume full responsibility for all of the risks of accessing and using the Website and interacting with and using the Protocol.
In the event that you provide us any ideas, thoughts, criticisms, suggested improvements, or other feedback related to Website (collectively "Feedback"), you agree to grant us an irrevocable, worldwide, royalty free license to use the Feedback in any way we deem appropriate including to: (a) improve our Website or the Protocol, and (b) promote the Website or Protocol, and that you will not be due any compensation for your Feedback or any rights associated therewith including any copyrights that are used in these ways.
Intellectual Property Rights
The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection, and arrangement thereof), are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
- You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on the Website, except as it is created and owned by you.
- You must not delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.
- No right, title, or interest in or to the Website, or any content on the Website, or further any intellectual property right related thereto including any copyright, is transferred to you, and all rights not expressly granted are reserved by the Company.
- 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 United States, or 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 impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity.
- In any way that infringes upon the rights of others, or in any way is illegal, threatening, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity.
- To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by us, may harm or offend the Company or users of the Website or expose them to liability.
- By means of any robot, bot spider, or other automatic device or process, or by any manual process, intended to monitor or copy any of material on the Website or for any other unauthorized purpose.
- In order to disguise the proceeds of, or to further, any breach of applicable laws or regulations, or to deal in any contraband digital assets, funds, or proceeds.
- To use any funds or other value on the Website, or use the Protocol or any ancillary services, with anything other than funds, keys, or digital assets that have been legally obtained by you and that belong to you.
- To interfere with or subvert our rights or obligations or the rights or obligations of any other Website or Protocol user or any other third party.
- To engage in conduct that is detrimental to us or to any Website user or Protocol user or any other third party.
- To falsify or materially omit any information or provide misleading information requested by us in the course of, directly or indirectly relating to, or arising from your activities on the Website or the use of the Protocol, including at registration or while providing KYC or AML related information;
- To reverse-engineer, decompile, or disassemble any software running on the Website; or, attempt to harm us through your access to the Website, the Protocol or any dAMM services, except that nothing in this subparagraph shall be construed as limiting your free speech rights under applicable law.
Reliance on Information Posted
We do not warrant the accuracy, completeness, or usefulness of any information on the Website. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.
The Website includes or may include content provided by third parties, including materials provided by other users, attorneys, third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
Links from the Website
Links to any third-party websites on the Website are provided for your convenience only. We have no control over the contents of those sites or resources. If you decide to access any of the third-party websites linked to the Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
Users Outside the U.S.
The Website is controlled and operated from the United States and is subject to its laws. If you choose to access the Website outside of the United States, you do so at your own risk and are responsible for complying with all applicable laws, rules, and regulations.
Release of Claims
You expressly agree that you assume all risks in connection with your access and use of the Website and your interaction with the Protocol. You further expressly waive and release us from any and all liability, claims, causes of action, or damages arising from or in any way relating to your use of the Website and your interaction with the Protocol. If you are a California resident, you waive the benefits and protections of California Civil Code § 1542, which provides: "[a] general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
Disclaimer of Warranties
YOUR USE OF THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.
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 WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Limitation on Liability
IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE, 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.
IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE COMPANY AND ITS SUBSIDIARIES AND AFFILIATES IF ANY, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED THAT PORTION OF ANY INTEREST COLLECTED THAT IS TRANSFERRED TO THE COMPANY.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
All matters relating to the Website and these Terms and any dispute or claim arising therefrom or related thereto shall be governed by the internal laws of the State of California without giving effect to any choice or conflict of law provisions or rules.
Waiver and Severability
No waiver by the Company of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition, and any failure of the Company to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.
If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.
These Terms and the Service Specific Terms below constitute the sole and entire agreement between you and the Company with respect to the Website, the Protocol, and any dAMM Finance Services, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect thereto.
Your Comments and Concerns
All feedback, comments, requests for technical support and other communications relating to the Website should be directed to: email@example.com
SERVICE SPECIFIC TERMS OF SERVICE
Depending on the services you use, you may be subject to the additional terms below. To the extent the service specific terms below are inconsistent with the terms above, the terms below govern.
Additional Terms for Borrowers
By accessing the Protocol, and notwithstanding any prior indemnification provisions, to the fullest extent permitted by law, Borrower agrees to defend, hold harmless, and indemnify the Company, its affiliates and their respective directors, officers, employees, vendors, and agents from and against all claims, damages, losses, suits, actions, demands, proceedings, expenses and liabilities of any kind (including reasonable attorneys' fees incurred and/or those necessary to successfully establish the right to indemnification) (collectively "Claims") arising out of or related to (i) any act or omission of Company or its employees, vendors, or agents, including any breach of this Agreement, (ii) the Borrower's use of the Protocol, (iii) Borrower's violation of law, negligence, willful misconduct, or other acts or omissions related to or arising from these Terms, (iv) Borrower’s breach of any of these Terms, or (iv) brought by users or third parties against Borrower arising out of Borrower's use of the Protocol or Website, or Borrower’s breach of these Terms or the MLA as set forth hereinbelow. The Company will provide Borrower reasonably prompt written notice of any Claim and provide Borrower with reasonable information and assistance, at Borrowers' expense, to help Borrower to defend the Claims. The Company will have the right to approve the counsel selected by Borrower for defense of the Claims. Borrower will not consent to the entry of any judgment or settle any claim without the Company's written consent, which will not be unreasonably withheld. Notwithstanding any other provision in the Terms or the MLA, Borrower further agrees that Borrower, no later than twenty four (24) hours after such a request is made by the Company, shall return all requested amounts to the Protocol as specifically requested by the Company. Failure to return some or all of the amounts so requested shall be a breach of the Terms and an Event of Default of the MLA set forth below.
Additional Terms for Lenders
In order to lend using the Protocol, you represent that you are not a person or entity who resides in, is a citizen of, is located in, is incorporated in, or has a registered office in the United States of America (collectively a "US Person"). If you are a US Person then do not proceed with lending through the Protocol, or attempt to use a virtual private network ("VPN"), Tor, proxy or other means to circumvent the restrictions set forth herein. The lending pools in the Protocol have not been registered under the U.S. Securities Act of 1933 ("Securities Act"), as amended, and may not be offered or sold in the United States or to a U.S. person (as defined in Regulation S promulgated under the Securities Act) absent registration or an applicable exemption from the registration requirements.
Additional Terms for Lenders in the Lending Pools and Master Loan Agreement
As a Lender into a Protocol based lending pool (a "Lending Pool") you agree to the following Master Loan Agreement as detailed below.
The Website and Protocol provides an online environment to lend and borrow digital assets. You may lend your digital assets by transferring your digital assets into a Lending Pool managed by dAMM Finance Limited. By doing so, you agree to be bound by the terms of the Master Loan Agreement below.
Master Loan Agreement
Upon transferring any digital assets to a Lending Pool, you hereby enter into this Master Loan Agreement ("MLA") between you ("Lender") and the Borrower. The Borrower may use the loaned digital assets for any corporate purpose. In consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Lender and Borrower hereby agree as follows:
The Lender shall lend to the Borrower and the Borrower shall borrow from the Lender the sums of digital assets that Lender transfers to a Lending Pool (the "Loan Amount"). Each separate transfer of digital assets shall be a separate loan (a "Loan") to the Borrower and governed by this MLA.
Interest & Fees
Each Lending Pool will pay Lender a certain variable interest rate as determined by the Protocol smart contracts. These interest rates are subject to change over time due to market forces and other factors.
Repayment of Loan Amount
Lender may withdraw any or all of the Loan Amount from a Lending Pool, and Borrower shall deliver to Lender their proportional share of all assets belonging to the pool at the time of exit, less any applicable interest, fees, or expenses.
Events of Default
If any one or more of the following events ("Events of Default") shall occur and be continuing (and whether such occurrence shall be voluntary or involuntary or come about or be effected by operation of law or pursuant to or in compliance with any judgment, decree, or order of any court or any order, rule, or regulation of any administrative or governmental body), the Lender may, at its option, declare the Loan to be immediately due and payable, whereupon the maturity of the then unpaid balance of the Loan shall be accelerated and the same, shall forthwith become due and payable without presentment, demand, protest, or notice of any kind, all of which are hereby expressly waived, anything contained herein or in this MLA to the contrary notwithstanding.
(a) If default shall be made in the due and punctual payment of the principal or interest under the Loan, when and as the same shall become due and payable, whether at maturity, by acceleration, or otherwise;
(b) If default shall be made in the performance or observance of, or shall occur under, any covenant, agreement, or other provision of this MLA or in any instrument or document delivered to the Lender in connection with or pursuant to this MLA, or if any such instrument or document shall terminate or become void or unenforceable without the written consent of the Lender;
(c) If default shall occur in the payment of any principal, interest, or other amount due with respect to any indebtedness for borrowed digital asset, subordinated debt or other debt of the Borrower or under any agreement or instrument under or pursuant to which any such indebtedness, subordinated debt, or other debt may have been issued, created, assumed, or guaranteed by the Borrower and such default shall continue for more than the grace period, if any, therein specified, or if any such indebtedness, subordinated debt, or other debt be declared due and payable prior to the stated maturity thereof;
(d) If any representation or warranty or any other statement of fact herein or in any writing, certificate, report, or statement at any time furnished to the Lender pursuant to or in connection with this Agreement, or otherwise, shall be false or misleading in any material respect;
(e) If the Borrower shall admit in writing its inability to pay its debts generally as they become due, file a petition in bankruptcy or a petition to take advantage of any insolvency act; make an assignment for the benefit of creditors; commence a proceeding for the appointment of a receiver, trustee, liquidator, or conservator of itself or of a whole or any substantial part of its property; file a petition or answer seeking reorganization or arrangement or similar relief under the United States federal bankruptcy laws or any similar law or statute of any state or country; or
(f) If the Borrower shall be adjudged a bankrupt; or a court of competent jurisdiction shall enter an order, judgment, or decree appointing a receiver, trustee, liquidator, or conservator of the Borrower or of the whole or any substantial part of its property, or approve a petition filed against the Borrower seeking reorganization or similar relief under the United States federal bankruptcy laws or any similar law or statute of any state or country, or if, under the provisions of any other law for the relief or aid of debtors, a court of competent jurisdiction shall assume custody or control of the Borrower or of the whole or any substantial part of its property; or if there is commenced against the Borrower any proceeding for any of the foregoing relief or if a petition in bankruptcy is filed against the Borrower and such proceeding or petition remains undismissed or unstayed for a period of ninety (90) days; or if the Borrower by any act indicates its consent to, approval of or acquiescence in any such proceeding or petition.
Suits for Enforcement
If any one or more Events of Default shall occur and be continuing, the Lender may proceed to protect and enforce its rights or remedies either by suit in equity or by action at law, or both, whether for the specific performance of any covenant, agreement or other provision contained herein, or in any document or instrument delivered in connection with or pursuant to this MLA, or to enforce the payment of the Loan Amount plus Interest as computed by the Protocol smart contracts, or any other legal or equitable right or remedy.
Rights and Remedies Cumulative
No right or remedy herein conferred upon the Lender is intended to be exclusive of any other right or remedy contained herein or in any instrument or document delivered in connection with or pursuant to this MLA, and every such right or remedy shall be cumulative and shall be in addition to every other such right or remedy contained herein and therein or now or hereafter existing at law or in equity or by statute, or otherwise.
Rights and Remedies Not Waived
No course of dealing between the Borrower and the Lender or any failure or delay on the part of the Lender in exercising any rights or remedies hereunder shall operate as a waiver of any rights or remedies of the Lender and no single or partial exercise of any rights or remedies hereunder shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder.
Representations, Warranties, and Covenants
Lender and Borrower, each a Party, hereby make the following representations and warranties, which shall continue during the term of this MLA and any Loan hereunder:
(a) Each Party represents and warrants that (i) it has the power to agree to this MLA, to enter into the Loans contemplated hereby and to perform its obligations hereunder, (ii) it has taken all necessary action to authorize such execution, delivery and performance, and (iii) this MLA constitutes a legal, valid, and binding obligation enforceable against it in accordance with its terms.
(b) Each Party hereto represents and warrants that it has not relied on the other for any tax or accounting advice concerning this MLA and that it has made its own determination as to the tax and accounting treatment of any Loan, any Digital Asset, or other value received or provided hereunder.
(c) Each Party hereto represents and warrants that it is acting for its own account.
(d) Each Party hereto represents and warrants that it is a sophisticated party and fully familiar with the inherent risks involved in the transaction contemplated in this MLA, including, without limitation, risk of new financial regulatory requirements, potential loss of digital assets and risks due to volatility of the price of digital assets, and voluntarily takes full responsibility for any risk to that effect.
(e) Each Party represents and warrants that it is not insolvent and is not subject to any bankruptcy or insolvency proceedings under any applicable laws.
(f) Each Party represents and warrants there are no proceedings pending or, to its knowledge, threatened, which could reasonably be anticipated to have any adverse effect on the transactions contemplated by this Agreement or the accuracy of the representations and warranties hereunder or thereunder.
(g) Lender represents and warrants that it has, or will have at the time of the loan of any digital assets, the right to lend such digital assets subject to the terms and conditions hereof, and free and clear of all liens and encumbrances.
(h) Borrower represents and warrants that it has, or will have at the time of return of any digital assets, the right to transfer such digital assets subject to the terms and conditions hereof.
Lender shall be solely liable for, and shall defend, indemnify and hold harmless the Borrower and its affiliates and their respective officers, directors, managers, members, employees, agents, successors and assigns from and against any and all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind (including reasonable attorneys' fees) arising out of, relating to or resulting from: (a) any grossly negligent or fraudulent act or omission to act by the Lender; or (b) the Lender's breach of any representation, warranty, covenant, agreement or obligation under this Agreement.
Borrower shall be solely liable for, and shall defend, indemnify and hold harmless the Lender and its affiliates and their respective officers, directors, managers, members, employees, agents, successors and assigns from and against any and all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind (including reasonable attorneys' fees) arising out of, relating to or resulting from: (a) any grossly negligent or fraudulent act or omission to act by the Borrower; or (b) the Borrower's breach of any representation, warranty, covenant, agreement or obligation under this Agreement.
All modifications or amendments to this MLA shall be effective when they are posted to the Website, and your continued use of the Website will serve as confirmation of your acceptance of any modification or amendment. If you do not agree with any modifications or amendments to this MLA, you must immediately withdraw your digital assets from all Lending Pools.
This MLA shall be construed in accordance with and governed by the laws of California.
This MLA shall be binding upon and inure to the benefit of the Lender and the Borrower and their successors and assigns.