ACME MARKETS
TERMS OF SERVICE
Last Updated: March 2026
Please read these Terms of Service (the "Terms") and our Privacy Policy (the "Privacy Policy") carefully because they govern your access and use of the Acme Lend website located at https://acmemarkets.cc/ (the "Site") and any associated applications, protocols and / or platforms, including, but not limited to, any mobile or web based applications (collectively, the "Platform") offered by Guffey Inc. all of its past, present and future partners, parents, subsidiaries, affiliates and joint venturers, officers, directors, agents, representatives, attorneys, predecessors, successors and assigns, whether acting in the course and scope of employment, and all persons acting by, through, under, or in concert with any of them (collectively, "we," "us,", "our", or "Company"). The Platform and the services offered thereon are hereinafter referred to collectively as the "Services."
PLEASE READ THESE TERMS CAREFULLY. THESE TERMS INCLUDE INFORMATION ABOUT FUTURE CHANGES TO THESE TERMS, AUTOMATIC RENEWALS, LIMITATIONS OF LIABILITY, A CLASS ACTION WAIVER AND RESOLUTION OF DISPUTES BY ARBITRATION INSTEAD OF IN COURT. PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES ARE SUBJECT TO SUCH TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.
ARBITRATION NOTICE AND CLASS ACTION WAIVER: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND COMPANY THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE CAREFULLY REVIEW THE SECTION TITLED "BINDING ARBITRATION" BELOW FOR DETAILS REGARDING ARBITRATION (INCLUDING THE PROCEDURE TO OPT OUT OF ARBITRATION). IF YOU ARE A RESIDENT OF A JURISDICTION WHERE APPLICABLE LAW PROHIBITS ARBITRATION OF DISPUTES, THE AGREEMENT TO ARBITRATE IN THE SECTION TITLED "BINDING ARBITRATION" WILL NOT APPLY TO YOU BUT THE PROVISIONS OF THE SECTIONS TITLED "GOVERNING LAW" AND "VENUE FOR JUDICIAL PROCEEDINGS" WILL STILL APPLY.
COMPANY DOES NOT OFFER OR PROVIDE INVESTMENT, TAX, LEGAL, OR FINANCIAL ADVICE. BY USING THE SERVICES, YOU AGREE THAT YOU UNDERSTAND THE TECHNICAL AND LEGAL RISKS ASSOCIATED WITH BLOCKCHAIN SYSTEMS, AND THAT ANY INFORMATION PRESENTED THROUGH THE PLATFORM IS PROVIDED SOLELY FOR EDUCATIONAL AND ENTERTAINMENT PURPOSES. BEFORE MAKING ANY FINANCIAL, INVESTMENT, OR LEGAL DECISIONS, YOU SHOULD CONSULT WITH A QUALIFIED PROFESSIONAL ADVISOR.
YOU ACKNOWLEDGE AND AGREE THAT COMPANY IS NOT A PARTY TO ANY TRANSACTION OR AGREEMENT BETWEEN USERS OR BETWEEN USERS AND THIRD-PARTY PROTOCOLS. COMPANY DOES NOT HAVE POSSESSION OR CUSTODY OVER ANY USER DIGITAL ASSETS, AND USERS RETAIN FULL CONTROL OVER THEIR DIGITAL ASSETS. YOU UNDERSTAND THAT WHEN YOU INTERACT WITH THE SERVICES YOU RETAIN CUSTODY OVER YOUR DIGITAL ASSETS AT ALL TIMES. COMPANY IS NOT A PARTY TO ANY TRANSACTION ON THE BLOCKCHAIN NETWORKS UNDERLYING THE SERVICES. COMPANY SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY DISPUTES, LOSSES, OR CLAIMS ARISING FROM OR RELATED TO YOUR USE OF THE SERVICES IN CONNECTION WITH DIGITAL ASSETS, ANY ASSOCIATED REWARDS, OR INTERACTIONS WITH THIRD-PARTY PROTOCOLS.
USE OF THE SITE OR PLATFORM IS NOT PERMITTED BY PERSONS OR ENTITIES (A) WHO IS, OR WHOSE WALLET IS, LISTED ON THE SPECIALLY DESIGNATED NATIONALS AND BLOCKED PERSONS LIST, OR (B) WHO RESIDE IN, ARE LOCATED IN, ARE INCORPORATED IN, HAVE A REGISTERED OFFICE IN, OR HAVE THEIR PRINCIPAL PLACE OF BUSINESS IN BELARUS, CÔTE D'IVOIRE, THE CRIMEA REGION OF UKRAINE, CUBA, THE DONETSK REGION UKRAINE, IRAN, IRAQ, THE KHERSON REGION OF UKRAINE, LIBERIA, LIBYA, THE LUHANSK REGION OF UKRAINE, MYANMAR, NORTH KOREA, RUSSIA, SOUTH SUDAN, SUDAN, SYRIA, VENEZUELA, THE ZAPORISHZIA REGION OF UKRAINE, CENTRAL AFRICAN REPUBLIC, DEMOCRATIC REPUBLIC OF THE CONGO, MALI, AND NICARAGUA (COLLECTIVELY, THE "RESTRICTED JURISDICTIONS", AND ANY SUCH PERSON OR ENTITY FROM AS DEFINED IN (A) OR (B) ABOVE, A "RESTRICTED PERSON"). ADDITIONALLY, USE OF THE SITE OR PLATFORM IS NOT PERMITTED BY PERSONS OR ENTITIES (I) ON BEHALF OF ANY RESTRICTED PERSON(S) OR (II) DIRECTED, COORDINATED OR CONTROLLED BY ANY RESTRICTED PERSON (ANY SUCH PERSON OR ENTITY ALSO SHALL BE CONSIDERED A RESTRICTED PERSON). THERE ARE NO EXCEPTIONS; THEREFORE, IF YOU ARE A RESTRICTED PERSON, THEN DO NOT ATTEMPT TO USE THE SITE, PLATFORM OR ANY OF THE TECHNOLOGY FEATURES. USE OF A VIRTUAL PRIVATE NETWORK ("VPN") OR ANY SIMILAR TOOL TO ATTEMPT TO OR TO CIRCUMVENT THE RESTRICTIONS SET FORTH HEREIN IS STRICTLY PROHIBITED. ANY PERSON IN VIOLATION OF THESE TERMS MAY HAVE THEIR WALLETS PLACED IN CLOSE-ONLY MODE AND BE PROHIBITED FROM ACCESSING THE SITE OR PLATFORM IN OUR SOLE DISCRETION.
1. Agreement to Terms
These Terms hereby incorporate by this reference any additional terms and conditions with respect to the Services. If you are an individual accessing or using the Services on behalf of, or for the benefit of, any corporation, partnership or other entity with which you are associated ("Organization"), then you are agreeing to these Terms on behalf of yourself and such Organization, and you represent and warrant that you have the legal authority to bind such Organization to these Terms and that you are in compliance with these Terms. References to "you" and "your" in these Terms will refer to both the individual using the Services and to any such Organization.
2. Definitions
(a) "Digital Asset" means, collectively, Fungible Tokens and NFTs.
(b) "NFT" means any non-fungible tokens, coins, crypto assets, digital assets or any other assets created, issued, or built on or in connection with any blockchain, cryptographic or other distributed ledger technology.
(c) "Fungible Tokens" means any fungible tokens, coins, crypto assets, digital assets or any other assets created, issued, or built on or in connection with any blockchain, cryptographic or other distributed ledger technology.
(d) "Wallet" means a software application, device, or other mechanism used to store, send, receive, or manage private keys and corresponding public keys associated with Digital Assets. A Wallet may be custodial or non-custodial and may reside on hardware, software, or cloud-based platforms, and is used to facilitate the ownership and transfer of Digital Assets on one or more blockchain networks.
3. Overview of the Platform and the Services
(a) Nature of the Services. The Services provide a web-based application and related technology that enable users to access and interact with blockchain-based smart contracts designed to facilitate digital asset lending, borrowing, and related protocol functionalities. The Services function as an interface and technical access layer to such smart contracts. Company does not act as a broker, dealer, exchange, investment adviser, or fiduciary in connection with the Services. All blockchain transactions are initiated and authorized by users through their own Wallet and are recorded on applicable blockchain networks.
(b) Smart Contract Operation and Administrative Controls. When a user elects to supply or borrow Digital Assets through the Services, the user authorizes a blockchain transaction that transfers such Digital Assets to or from a smart contract deployed on a supported blockchain network. Digital Assets transferred in this manner are held and governed by the logic of the applicable smart contract. Company may maintain certain administrative rights with respect to the smart contracts, including the ability to implement upgrades, modify parameters, or pause certain functionality. These administrative rights are intended to address technical issues, security risks, regulatory considerations, or other operational matters. Except as reflected in the coded logic of the smart contracts and any applicable administrative rights described above, Company does not unilaterally initiate user transactions or withdraw Digital Assets from smart contracts on behalf of users. Users are solely responsible for understanding the functionality and risks of the relevant smart contracts before interacting with them.
(c) User-Directed Transactions. All transactions conducted through the Services are user-directed and require user authorization through the user's Wallet. Company is not a counterparty to any transaction executed on a blockchain network and does not guarantee the performance of any smart contract, blockchain network, or third-party protocol.
(d) No Custodial Relationship. Company does not take possession of users' private keys and does not maintain individual wallets on behalf of users. Digital Assets deposited into smart contracts are programmatically governed by those contracts. Users acknowledge that administrative controls described above may affect the operation of such smart contracts, including the temporary suspension of certain functionality.
(e) No Investment or Advisory Relationship. The Services do not constitute an offer to sell or a solicitation of an offer to buy any securities. Company does not provide investment, legal, tax, or financial advice. Any information made available through the Services is provided for informational purposes only.
4. Third-Party Data Sources
Company does not guarantee the accuracy, timeliness, reliability, or availability of any third-party data. You acknowledge that delays, inaccuracies, outages, revisions, or errors in third-party data may affect displayed information. Company shall not be responsible or liable for any reliance you place on such third-party data or for any disputes, losses, or impacts arising from inaccuracies or delays in such data. Information displayed through the Services, including data, analytics, forecasts, and other content, may be incorrect, delayed, incomplete, or inaccurate. You acknowledge that forecasting information, displayed metrics, and any payout-related information may be affected by external data sources, latency, or third-party inputs outside Company control. Company does not guarantee that any third-party data will be accurate or free from error.
5. Account Registration and Security
To access certain features of the Services, you may be required to create an account. You agree to provide accurate, current, and complete information as requested by Company and to update such information promptly if it changes. You are solely responsible for maintaining the confidentiality and security of your account credentials, Wallets, and devices used to access the Services. You are responsible for all activities conducted through your account, whether or not authorized by you. Company is not liable for any loss or damage arising from your failure to secure your account. You agree to notify Company immediately upon becoming aware of unauthorized access or use of your account.
6. Wallet
In connection with using the Services, you may be required to connect a Wallet. Company does not know or have access to the private keys to the Wallets you connect to the Services. You are exclusively responsible for maintaining the confidentiality and security of your Wallet(s), accounts and devices you use to access the Services. You are solely responsible for ensuring that no unauthorized person has access to your Wallet(s) or any device that you utilize in connection with the Services. We are not liable for any loss or damage arising from your failure to protect your Wallet(s). You acknowledge and agree that the Wallet you connect to the Services is personal to you and any sharing of such Wallet with others will subject your account to cancellation without refund. You agree to notify us as soon as you become aware that another person has unauthorized access to your Wallet.
These Terms and the Services are not intended to, and do not, create or impose any fiduciary duties on us. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or 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.
7. Eligibility
You may use the Services only if you represent and warrant that you (as applicable):
- (a) Are at least the age of majority in your jurisdiction (e.g., 18 years old in the United States) and capable of forming a binding contract with Company;
- (b) Do not reside in, are not located in, are not incorporated in, and do not have a registered office or principal place of business in any other Restricted Jurisdiction;
- (c) (i) Are not the subject of sanctions administered or enforced by the United States (including without limitation the U.S. Department of the Treasury's Office of Foreign Asset Control), the United Kingdom, the European Union or any other governmental authority ("Sanctions") or (ii) organized or resident in a country or territory that is the subject of country-wide or territory-wide Sanctions;
- (d) Do not, and will not, use VPN software or any other privacy or anonymization tools or techniques, or other means, to circumvent, or attempt to circumvent, any restrictions that apply or any of the Platform's security-related features;
- (e) Understand the risks associated with using the Services, including, but not limited to, your assumption of all such risks detailed in the section titled "Digital Asset and Protocol Risks";
- (f) Will not falsify or materially omit any information or provide misleading or inaccurate information requested by Company in the course of, directly or indirectly relating to, or arising from your activities on or use of the Services;
- (g) Acknowledge and agree that any Wallet you use in connection with the Services is wholly controlled and owned by you and that Company does not have any right, title or interest to the Wallet, except as otherwise set forth herein;
- (h) Will not use the Services in order to conceal or disguise the origin or nature of proceeds of crime or terrorist financing, or to further any breach of applicable law, or to deal in any unlawful property, funds, or proceeds;
- (i) Have not, nor have any of your affiliates, directly or indirectly offered, promised, given, or authorized any payment, or offered, promised, given, or authorized the giving of anything else of value, including, but not limited to, any cryptocurrency, to a government official or individual employed by another entity in the private sector in violation of any applicable law;
- (j) Consent to any and all tax and information reporting under applicable law;
- (k) Will not, nor will any of your affiliates, use the Services directly or indirectly (i) on behalf of or for the benefit of any person subject to the jurisdiction of a Restricted Jurisdiction, (ii) in violation of or as prohibited, restricted, or penalized under applicable law, or (iii) in any way that would violate, be inconsistent with, penalized under, or cause the omission of filing of any report required under applicable law;
- (l) Will not, nor will any of your affiliates, engage in any of the activities set forth in the section titled "General Prohibitions;"
- (m) Are not otherwise barred from using the Services under applicable law; and
- (n) Will accurately and promptly inform us if you know or have reason to know whether any of the foregoing representations or warranties no longer is accurate.
8. Compliance Review; Suspicious Activity
Company may monitor or review activity on the Services for compliance, fraud detection, sanctions screening, market manipulation, or other unlawful or suspicious conduct. Company may request information from you at any time, and failure to provide such information may result in suspension or termination of access to the Services.
9. General Prohibitions and Company's Enforcement Rights
In addition to any other prohibitions set forth in these Terms, you agree not to do, and not to allow a third-party to do, any of the following:
- (a) Use, or allow a third-party to use, the Services in a manner that: (i) infringes, misappropriates or violates a third-party's intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm; (vi) is violent or threatening; or (vii) promotes illegal or harmful activities or substances;
- (b) Use, display, mirror or frame the Services or any individual element within the Services, Company's name, any Company trademark, logo or other proprietary information, without Company's express written consent;
- (c) Access, tamper with, or use non-public areas of the Services, Company's computer systems, or the technical delivery systems of Company's providers;
- (d) Attempt to probe, scan or test the vulnerability of any Company system or network or breach any security or authentication measures;
- (e) Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Company or any of Company's providers;
- (f) Attempt to access or search the Services or download content from the Services using any engine, software, tool, agent, device or mechanism other than the software and/or search agents provided by Company or other generally available third-party web browsers;
- (g) Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
- (h) Use any meta tags or other hidden text or metadata utilizing a Company trademark, logo, URL or product name without Company's express written consent;
- (i) Use the Services, or any portion thereof, for any commercial purpose or for the benefit of any third-party or in any manner not permitted by these Terms;
- (j) Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting;
- (k) Attempt to decipher, decompile, disassemble, copy, reproduce, make unauthorized use of, or reverse engineer any of the software used to provide the Services (unless applicable law permits);
- (l) Interfere with, or attempt to interfere with, the access of any user, host or network, including sending a virus, worms, Trojan horses, malware, overloading, flooding, spamming, or mail-bombing the Services;
- (m) Collect or store any personally identifiable information from the Services from other users without their express permission;
- (n) Impersonate or misrepresent your affiliation with any person or entity;
- (o) Violate any applicable law or regulation;
- (p) Systematically retrieve data or content from the Services to create a collection or database;
- (q) Deceive or mislead any other user or us, especially in any attempt to learn sensitive account information;
- (r) Disparage Company or any other user, as determined in our sole discretion;
- (s) Harass, abuse, or harm any other user or third-party using any information obtained from the Services;
- (t) Framing or linking your platform, website or application to the Platform without our prior written consent;
- (u) Use scripts, data-mining, robots, or similar data gathering tools to send comments or messages;
- (v) Upload any materials that actively or passively collects information or acts as a transmission mechanism;
- (w) Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you;
- (x) Except as may be the result of standard search engine or internet browser usage, use, launch, develop, or distribute any automated system that accesses the Services;
- (y) Take any action designed to trick any reward mechanisms to distribute more rewards to you in a manner not intended by Company;
- (z) Engage in any anticompetitive behavior or misconduct, including but not limited to price fixing, market manipulation, or collusion;
- (aa) Engage in any other conduct that violates the spirit or intent of these Terms, as determined by us in our sole discretion.
Company is not obligated to monitor access to or use of the Services or to review or edit any content. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content at any time and without notice. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
10. Fees and Payments
(a) You agree to pay for any products and services we sell or provide on the Platform, without limitation, by submitting the applicable purchase price in the amount and in the form set forth on the Platform. In the event that such payments are made with cryptocurrency, we will have no insight into or control over these payments or transactions, nor do we have the ability to reverse any transactions. Company will have no liability to you or to any third-party for any and all charges, promises, actions, causes of action, covenants, contracts, controversies, agreements, complaints, claims, liabilities, obligations, suits, demands, grievances, arbitrations, costs, losses, debts and expenses, including attorney's fees, of any nature whatsoever, known or unknown, foreseen or unforeseen (hereinafter, "Claims") that may arise as a result of any transactions that you engage or any other transactions that you conduct via the applicable blockchain. We will not refund any fees under any circumstances.
(b) You acknowledge and agree that Company may charge transaction fees (the "Platform Transaction Fees"), which may be deducted from and, consequently, reduce any Rewards you may be entitled to. You acknowledge and agree that Company may change the amount a Platform Transaction Fee may be and how the same may be collected in its sole discretion. Transactions conducted via blockchain networks may be subject to various fees imposed by third-parties, including, without limitation, gas fees. Additionally, certain decentralized protocols, applications, or third-party services that you access through the Services may impose separate fees. You are solely responsible for understanding and bearing all costs, fees, and charges associated with your use of the Services, including those imposed by decentralized protocols, smart contracts, or third-party service providers. We make no representations, warranties, or guarantees as to the availability, accuracy, functionality, or suitability of any third-party services, fee structures, or transactions.
11. General Service Disclaimers
THE SERVICES AND PLATFORM ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NO INFORMATION, WHETHER ORAL OR WRITTEN, OR WHETHER OBTAINED FROM COMPANY, ANY USER OR OTHERWISE, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. FURTHER, COMPANY MAKES NO WARRANTY THAT THE CONTENT, OR THE SERVICES OR ANY OF ITS COMPONENT FEATURES AND FUNCTIONALITIES WILL BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. COMPANY DOES NOT WARRANT OR GUARANTEE: (I) ANY RESULTS FROM THE USE OF THE SERVICES OR CONTENT; OR (II) THAT THE SERVICES OR CONTENT WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS. COMPANY HEREBY SPECIFICALLY DISCLAIMS ALL LIABILITY ARISING FROM ALL THIRD-PARTY SERVICES. YOU ACKNOWLEDGE AND AGREE THAT COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE POTENTIAL REWARDS, TIPS, AND / OR BENEFITS YOU MAY RECEIVE.
12. Digital Asset and Protocol Risks
By using the Services, you acknowledge, understand, and agree that engaging in transactions involving Digital Assets carries significant risks. Company makes no representations or warranties that use of the Services is appropriate for use in any jurisdiction. You use the Services at your own risk and are responsible for compliance with applicable laws. You confirm that you have read, understood, and accepted the below risks. You understand there are risks associated with using the Services and holding, transferring, engaging with or otherwise using Digital Assets, including, but not limited to, the risks of / that:
- (a) Interacting directly or indirectly with blockchains and blockchain-based smart contracts. These technologies, especially Digital Assets, are inherently volatile and blockchain-based systems may experience errors, bugs, cyberattacks, smart contract vulnerabilities, forks, attacks, downtime, or failures; potentially leading to a total loss of your Digital Assets or funds.
- (b) The immutability of Digital Asset transfers. Digital Asset transfers are permanent and immutable. Once confirmed, transactions cannot be undone by you or us.
- (c) Loss of Wallet access, through any means including lost private keys, forgotten passwords, or hardware failure, results in permanent loss of all associated assets.
- (d) All technical risks, including, but not limited to, failure of the Platform and / or any third-party software used in connection with the Platform and smart contract failures or vulnerabilities that may result in immediate and total loss of all Digital Assets.
- (e) General risks associated with dealing in blockchain-based Digital Assets, including, but not limited to (i) extreme price volatility and potential complete loss of value, (ii) regulatory uncertainty, and (iii) market manipulation.
- (f) Digital Assets may be subject to regulatory scrutiny or legal changes in one or more jurisdictions. Laws and regulations can change rapidly and may impact the legality, tax treatment, or use of Digital Assets. You are responsible for complying with all applicable laws.
- (g) Delays, forks, congestion, or failures in networks outside of Company's control, which may result in transaction failures, loss of funds, or execution at unfavorable prices.
- (h) You are unable to exit a position or realize value due to Digital Assets having limited liquidity, making it difficult or impossible to buy, sell or convert them at desired times or prices.
- (i) When engaging with third-party protocols, liquidity pools, decentralized finance platforms or service providers through the Services, you bear the risk that such counterparties may fail to perform, become insolvent, or act fraudulently.
- (j) The tax treatment of Digital Assets is uncertain and may vary by jurisdiction. You are solely responsible for determining and fulfilling any tax obligations arising from your use of the Services and any Digital Asset transactions.
13. Release and Indemnification
You, on behalf of yourself and on behalf of your heirs, estate, executors, administrators, agents, beneficiaries, trustees, legal and other representatives, successors and assigns, hereby irrevocably and unconditionally indemnify and release and forever discharge Company from any and all Claims that relate to or otherwise involve (i) your access to or use of the Services, (ii) your breach or violation of these Terms or any applicable law or regulation, or (iii) any interaction you have with a third-party.
14. Limitation of Liability
(a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER COMPANY NOR THEIR RESPECTIVE SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT COMPANY OR ITS SERVICE PROVIDERS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
(b) TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL COMPANY'S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE LESSER OF (I) ONE THOUSAND DOLLARS ($1000) OR (II) THE AMOUNTS YOU ACTUALLY PAID TO COMPANY IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO SUCH CLAIM.
(c) THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COMPANY AND YOU.
15. Informal Dispute Resolution
Before initiating arbitration or any legal proceeding, you agree to first contact Company to attempt to resolve the dispute informally. If Company and you do not reach a resolution within thirty (30) days of such contact, either party may commence arbitration in accordance with the section titled "Binding Arbitration" below.
16. Binding Arbitration
(a) You and Company agree that any dispute, claim, or controversy arising out of or relating in any way to these Terms, your use of the Services, or the relationship between the parties, shall be resolved exclusively through final and binding arbitration, rather than in court, except that either party may assert claims in small claims court in Delaware if those claims qualify.
(b) The arbitration shall be conducted by a single arbitrator in accordance with the rules of the American Arbitration Association ("AAA") applicable to consumer disputes (if you are an individual) or commercial disputes (if you are a business). The arbitration shall be held in Delaware, or another mutually agreed location.
(c) The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator's award shall be final and binding on the parties and may be entered as a judgment in any court of competent jurisdiction.
17. Class Action Waiver
YOU AND COMPANY AGREE THAT ANY CLAIMS SHALL BE BROUGHT INDIVIDUALLY AND NOT ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR CONSOLIDATED BASIS. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS OR REPRESENTATIVE PROCEEDING.
18. Venue for Judicial Proceedings
In the event that the arbitration agreement is found not to apply to you or your claim, you agree that any judicial proceeding (other than small claims actions) shall be brought exclusively in the state or federal courts located in Delaware. You and Company consent to venue and personal jurisdiction in those courts.
19. Opt-Out Option
You may opt out of this arbitration agreement by sending written notice within thirty (30) days of your initial acceptance of these Terms. Your notice must include your full name, address, and a clear statement that you wish to opt out of arbitration.
20. Changes to these Terms or the Services
We may update the Terms from time to time in our sole discretion. If we do update the Terms, we will post the updated Terms on the Platform and may also send other communications indicating such updates. It's important that you review the Terms whenever they are updated. If you continue to use the Services after we have posted updated Terms, then it means that you accept and agree to the changes made. If you don't agree to be bound by the changes, you may not use the Services. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
21. Rights
By using the Platform, you grant us a worldwide, non-exclusive, sublicensable, royalty-free license to use, copy, modify, and display any content, including but not limited to text, materials, images, files, communications, comments, feedback, suggestions, ideas, concepts, questions, data, or otherwise, that you post on or through the Platform for our current and future business purposes, including to provide, promote, and improve the Services. You represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for any material that you list, post, promote, or display on or through the Platform. You represent and warrant that such content does not contain material subject to copyright, trademark, publicity rights, or other intellectual property rights, unless you have necessary permission or are otherwise legally entitled to post the material and to grant us the license described above, and that the content does not violate any laws.
If you comply with these Terms, Company grants to you a limited non-exclusive, non-transferable license, with no right to sublicense, to use the Services. Except as expressly permitted in these Terms, you may not (and may not allow a third-party to): (i) copy, modify or create derivative works based on the Services; (ii) distribute, transfer, sublicense, lease, lend or rent the Services to any third-party; (iii) reverse engineer, decompile or disassemble the Services (unless applicable law permits); or (iv) make the functionality of the Services available to multiple users through any means.
Company and its licensors exclusively own all right, title and interest in and to the Services and its entire contents, features, and functionality, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other applicable laws. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services. Company's name and all related names, logos, product and service names, designs, and slogans ("Company Branding") are trademarks of Company, its associates, or licensors. Except as otherwise set forth herein, you may not use any Company Branding without the prior written permission of Company. All other names, logos, product and service names, designs, and slogans on the Services are the trademarks of their respective owners.
22. User Generated Content
The Platform may contain comments, chat messages, social media posts, discussions, predictions, analysis, or other content generated by users (collectively, "User Content"). Users expressly acknowledge and agree that all User Content reflects solely the opinions of the users who posted such content. The Platform does not endorse, verify, or validate any User Content. No user of the Platform, regardless of their background, credentials, or status, is authorized to provide financial, investment, legal, or professional advice on behalf of the Platform. Users must understand that participating in or relying upon any User Content is done at their own risk.
23. Third-Party Services
We may (i) contract with third-parties, including those providing Wallets, decentralized exchanges and other services related to the Services, (ii) refer you to such third-parties and (iii) provide links to third-party websites (or other online properties that are not owned or controlled by Company) or services that are not under the control of Company (collectively, "Third-Party Services"). In addition to these Terms, you may be bound by any additional terms required by providers of Third-Party Services. Company makes no representations about and accept no liability for, any Third-Party Services. Company is not responsible for the reliability of any Third-Party Services, the services offered thereby, or for their privacy and security policies and procedures. You acknowledge and agree that Company has no liability whatsoever with respect to any Third-Party Services.
24. Termination
We may suspend or terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any disclaimers, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.
25. Governing Law
These Terms and any action related thereto will be governed by the laws of the State of Delaware, without regard to its conflict of laws provisions.
26. General Terms
- (a) These Terms constitute the entire and exclusive understanding and agreement between Company and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between Company and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible, and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without Company's prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and void. Company may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
- (b) Notices or other communications provided by Company under these Terms will be given (i) via email, or (ii) by posting to the Platform or Site. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
- (c) Company's failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Company. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
- (d) You acknowledge and agree that in entering into these Terms and using the Services you have not relied and are not relying on any representations, warranties or other statements whatsoever, whether written or oral (from or by us or any person acting on our behalf) other than those expressly set out in these Terms and that you do not have any right or remedy rising out of any representation, warranty or other statement not expressly set out in these Terms.
- (e) It is your responsibility to determine what, if any, taxes apply to your use of the Services, and to report and remit the correct tax to the appropriate tax authority. We are not responsible for determining whether taxes apply to your use of the Services, or for collecting, reporting, or remitting any taxes arising from such use. We encourage you to speak with your personal tax advisor regarding the tax implications of your use of the Services.
27. Contact Information
If you have any questions about these Terms or the Services, please contact Company through the ACME Lend platform.