Terms of service
Last modified: March 16, 2023
This Terms of Service (the "Agreement") outlines the terms and conditions by which you may access and use the https://app.spectrum.fi website-hosted user interface and other services hosted on the https://spectrum.fi domain and subdomains (the "Interface" or "App") provided by Spectrum Labs Inc. (the "Company"), a company registered under the law of the Republic of Panama. For the purposes of this document, "we", "our", or "us" refers to the Company, and "you" refers to you, the user.
IMPORTANT NOTE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE TERMS BY USING OR ACCESSING THE INTERFACE, YOU ARE AGREEING TO RESOLVE ANY DISPUTE BETWEEN YOU AND SPECTRUM LABS THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. AND YOU AGREE TO A CLASS ACTION WAIVER, BOTH OF WHICH IMPACT YOUR RIGHTS AS TO HOW DISPUTES ARE RESOLVED.
The Interface provides a means of accessing a decentralized protocol on various public blockchains, including but not limited to Cardano and Ergo, which enables users to trade certain compatible digital assets (the "Protocol"). While the Interface is one way to access the Protocol, it is not the only option.
To access or use the Interface, you must be able to form a legally binding contract with us. Accordingly, you represent that you are at least the age of majority in your jurisdiction (e.g., 18 years old) and have the full right, power, and authority to enter into and comply with the terms and conditions of this Agreement on behalf of yourself and any company or legal entity for which you may access or use the Interface.
As a user of the Interface, you also represent and warrant that you are not currently subject to any economic or trade sanctions imposed by any governmental authority or organization, or on any list of prohibited or restricted parties, such as the list maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury. Additionally, you represent and warrant that you are not a citizen, resident, or organized in a jurisdiction or territory that is currently subject to comprehensive country-wide, territory-wide, or regional economic sanctions by the United States.
You further represent and warrant that your access and use of the Interface will comply with all applicable laws and regulations, and that you will not use the Interface to conduct, promote, or facilitate any illegal activity. This includes but not limited to money laundering, terrorist financing, fraud, or any other illegal activities.
The Interface is not available for use by individuals or entities located, incorporated, or registered in the United States of America. Exceptions will not be made and access or use of the Interface through means such as virtual private networks (VPNs) is strictly prohibited.
It is the responsibility of the user to ensure that they are not prohibited from accessing or using the Interface by any applicable laws or regulations.
3. Additional Rights
We reserve the right, at our discretion and without notice to you, to modify, substitute, eliminate or add to the Interface; to review, modify, filter, disable, delete and remove any and all content and information from the Interface; and to cooperate with any law enforcement, court or government investigation or order or third party requesting or directing that we disclose information or content or information that you provide.
Additionally, we reserve the right to immediately stop providing services and terminate this Agreement in case of a breach of the Agreement or illegal use of the services.
4. Prohibited Activity
You agree not to engage in, or attempt to engage in, any of the following categories of prohibited activity in relation to your access and use of the Interface:
- Intellectual Property Infringement: Activities that infringe on or violate any copyright, trademark, service mark, patent, right of publicity, right of privacy, or other proprietary or intellectual property rights under the law.
- Cyberattacks: Activities that seek to interfere with or compromise the integrity, security, or proper functioning of any computer, server, network, personal device, or other information technology system, such as the deployment of viruses, hacking, and denial of service attacks.
- Fraud and Misrepresentation: Activities that seek to defraud us or any other person or entity, such as providing false, inaccurate, or misleading information.
- Market Manipulation: Activities that violate any applicable laws, rules, or regulations concerning the integrity of trading markets, such as "rug pulls," pumping and dumping, and wash trading.
- Securities and Derivatives Violations: Activities that violate any applicable laws, rules, or regulations concerning the trading of securities or derivatives, such as unregistered offering of securities and offering of leveraged and margined commodity products to retail customers in the United States.
- Sale of Stolen Property: Buying, selling, or transferring of stolen items, fraudulently obtained items, items taken without authorization, and/or any other illegally obtained items.
- Data Mining or Scraping: Activities that involve data mining, robots, scraping, or similar data gathering or extraction methods of content or information from the Interface.
- Objectionable Content: Activities that involve soliciting information from anyone under the age of 18 or that is otherwise harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, discriminatory, or otherwise objectionable.
Any Other Unlawful Conduct: Activities that violate any applicable laws, rules, or regulations of the United States or another relevant jurisdiction.
5. Non-Solicitation; No Investment Advice
You agree and understand that: (a) all trades you submit through the Spectrum Labs Interface are considered unsolicited, which means that they are solely initiated by you; (b) you have not received any investment advice from Spectrum Labs in connection with any trades,; and (c) Spectrum Labs does not conduct a suitability review of any trades you submit.
We may provide information about tokens in the Interface sourced from third-party data partners through features such as rarity scores, token explorer or token lists. Spectrum Labs may also provide warning labels for certain tokens. The provision of informational materials does not make trades in those tokens solicited; Spectrum Labs is not attempting to induce you to make any purchase as a result of information provided. All such information provided by the Interface is for informational purposes only and should not be construed as investment advice or a recommendation that a particular token is a safe or sound investment. You should not take, or refrain from taking, any action based on any information contained in the Interface. By providing token information for your convenience, Spectrum Labs does not make any investment recommendations to you or opine on the merits of any transaction or opportunity. You alone are responsible for determining whether any investment, investment strategy or related transaction is appropriate for you based on your personal investment objectives, financial circumstances, and risk tolerance. Before you make any financial, legal, or other decisions involving the Interface, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate.
6. Non-Custodial and No Fiduciary Duties
The Interface is a purely non-custodial application, meaning we do not ever have custody, possession, or control of your digital assets at any time. It further means you are solely responsible for the custody of the cryptographic private keys to the digital asset wallets you hold and you should never share your wallet credentials or seed phrase with anyone. We accept no responsibility for, or liability to you, in connection with your use of a wallet and make no representations or warranties regarding how the Interface will operate with any specific wallet. Likewise, you are solely responsible for any associated wallet and we are not liable for any acts or omissions by you in connection with or as a result of your wallet being compromised.
This Agreement is not intended to, and does not, create or impose any fiduciary duties on the Interface. To the fullest extent permitted by law, you acknowledge and agree that the Interface owes 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. You further agree that the only duties and obligations that the Interface owes you are those set out expressly in this Agreement.
7. Compliance and Tax Obligations
The Interface may not be available or appropriate for use in your jurisdiction. By accessing or using the Interface, you agree that you are solely and entirely responsible for compliance with all laws and regulations that may apply to you.
You understand and acknowledge that your use of the Interface or the Protocol may result in various tax consequences, including but not limited to income or capital gains tax, value-added tax, goods and services tax, or sales tax in certain jurisdictions. It is your responsibility to determine whether taxes apply to any transactions you initiate or receive through the Interface or the Protocol, and if so, to report and/or remit the correct tax to the appropriate tax authority.
We are not responsible for any compliance or tax obligations that may arise from your use of the Interface or the Protocol. You acknowledge that you have sought independent tax advice, if necessary, and are fully responsible for your compliance with all relevant tax laws and regulations.
8. Assumption of Risk
By accessing and using the Interface, you represent that you are financially and technically sophisticated enough to 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 Cardano's ADA and Ergo's ERG, so-called stablecoins, and other digital tokens such as those following the Cardano Native Tokens and Ergo Asset Standard (EIP-004).
In particular, you understand that the markets for these digital assets are nascent and highly volatile due to risk factors including (but not limited to) adoption, speculation, technology, security, and regulation. You understand that anyone can create a token, including fake versions of existing tokens and tokens that falsely claim to represent projects, and acknowledge and accept the risk that you may mistakenly trade those or other tokens. So-called stablecoins may not be as stable as they purport to be, may not be fully or adequately collateralized, and may be subject to panics and runs.
Further, you understand that smart contract transactions automatically execute and settle, and that blockchain-based transactions are irreversible when confirmed. You acknowledge and accept that the cost and speed of transacting with cryptographic and blockchain-based systems such as Cardano and Ergo are variable and may increase dramatically at any time. You further acknowledge and accept the risk of selecting to trade in Expert Modes, which can expose you to potentially significant price slippage and higher costs.
If you act as a liquidity provider to the Protocol through the Interface, you understand that your digital assets may lose some or all of their value while they are supplied to the Protocol through the Interface due to the fluctuation of prices of tokens in a trading pair or liquidity pool.
In summary, you acknowledge that we are not responsible for any of these variables or risks, do not own or control the Protocol, and cannot be held liable for any resulting losses that you experience while accessing or using the Interface. Accordingly, you understand and agree to assume full responsibility for all of the risks of accessing and using the Interface to interact with the Protocol.
9. Third-Party Resources and Promotions
The Interface may contain references or links to third-party resources, including (but not limited to) information, materials, products, or services, that we do not own or control. In addition, third parties may offer promotions related to your access and use of the Interface. We do not approve, monitor, endorse, warrant or assume any responsibility for any such resources or promotions. If you access any such resources or participate in any such promotions, you do so at your own risk, and you understand that this Agreement does not apply to your dealings or relationships with any third parties. You expressly relieve us of any and all liability arising from your use of any such resources or participation in any such promotions.
10. Release of Claims
This release of claims includes, but is not limited to, any claims for loss or damage to digital assets that you may hold in connection with your use of the Interface. You understand that we are not responsible for any damages or losses that may occur as a result of your access and use of the Interface, and that you will not seek any legal or financial remedies from us in the event of any such damages or losses.
You acknowledge that this release of claims is an essential and integral part of this Agreement, and that we would not have agreed to provide you with access to the Interface without your agreement to this release of claims.
You agree to protect, absolve, and compensate us and our officers, directors, employees, contractors, agents, affiliates, and subsidiaries from any and all claims, damages, responsibilities, losses, liabilities, costs, and expenses resulting from: (a) your use of the Interface; (b) your breach of any term or provision of this Agreement, the rights of any third party, or any other relevant law, rule, or regulation; and (c) any other party's use of the Interface with your aid or through any device or account that you own or control.
12. Restrictive User
User and/or You is not a citizen, resident (tax or otherwise), domiciliary and/or green card holder or other similar certificate of residency of a country (A) where participation in ISPO and/or token sales is prohibited, restricted or unauthorized by applicable law, decree, regulation, treaty, or administrative act, or (B) where it is likely that the sale of tokens would be construed as the sale of a security (howsoever named), financial service or investment product (including without limitation the United States of America, People's Republic of China (each a Restricted Country), nor User and/or You is purchasing tokens from any Restricted Country, nor is the User and/or You an entity (including but not limited to any corporation or partnership) incorporated, established or registered in or under the laws of a Restricted Country, nor is the User and/or You purchasing tokens on behalf of any person or entity from a Restricted Country. The User and/or You is not a citizen or resident of a geographic area in which access to or participation in such interface is prohibited by applicable law, decree, regulation, treaty, or administrative act.
13. No Warranties
The Interface is provided on an "AS IS" and "AS AVAILABLE" basis. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ANY REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING (BUT NOT LIMITED TO) THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. You acknowledge and agree that your use of the Interface is at your own risk. We do not represent or warrant that access to the Interface will be continuous, uninterrupted, timely, or secure; that the information contained in the Interface will be accurate, reliable, complete, or current; or that the Interface will be free from errors, defects, viruses, or other harmful elements. No advice, information, or statement that we make should be treated as creating any warranty concerning the Interface. We do not endorse, guarantee, or assume responsibility for any advertisements, offers, or statements made by third parties concerning the Interface.
Similarly, the Protocol is provided "AS IS", at your own risk, and without warranties of any kind. Although we contributed to the initial code for the Protocol, we do not provide, own, or control the Protocol, which is run autonomously without any headcount by smart contracts deployed on various blockchains. Upgrades and modifications to the Protocol are generally managed in a community-driven way by holders of the SPF governance token. No developer or entity involved in creating the Protocol will be liable for any claims or damages whatsoever associated with your use, inability to use, or your interaction with other users of, the Protocol, including any direct, indirect, incidental, special, exemplary, punitive or consequential damages, or loss of profits, cryptocurrencies, tokens, or anything else of value. We do not endorse, guarantee, or assume responsibility for any advertisements, offers, or statements made by third parties concerning the Interface.
14. Limitation of Liability
Under no circumstances shall we or any of our officers, directors, employees, contractors, agents, affiliates, or subsidiaries be liable to you for any indirect, punitive, incidental, special, consequential, or exemplary damages, including (but not limited to) damages for loss of profits, goodwill, use, data, or other intangible property, arising out of or relating to any access or use of the Interface, nor will we be responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access or use of the Interface or the information contained within it. We assume no liability or responsibility for any (a) errors, mistakes, or inaccuracies of content; (b) personal injury or property damage, of any nature whatsoever, resulting from any access or use of the Interface; (c) unauthorized access or use of any secure server or database in our control, or the use of any information or data stored therein; (d) interruption or cessation of function related to the Interface; bugs, viruses, Trojan horses, or the like that may be transmitted to or through the Interface; (e) errors or omissions in, or loss or damage incurred as a result of the use of, any content made available through the Interface; and the defamatory, offensive, or illegal conduct of any third party.
15. Class Action and Jury Trial Waiver
You must bring any and all Disputes against us in your individual capacity and not as a plaintiff in or member of any purported class action, collective action, private attorney general action, or other representative proceeding. This provision applies to class arbitration. You and we both agree to waive the right to demand a trial by jury.
16. Applicable Law
The laws of the Republic of Panama shall govern and construe this Agreement and your use of the Services, without regard to any conflict of law provisions.
You agree that any action at law or in equity arising out of or relating to this Agreement will be filed only in the Republic of Panama courts, and you irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action, or proceeding arising out of these Terms at this time.
Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat and venue of arbitration shall be Singapore and the arbitration proceedings shall be conducted in the English language. The arbitration panel shall consist of a sole arbitrator. Either disputing Party may issue a notice of dispute to the other disputing Party (“Notice of Dispute”) and the appointment of the sole arbitrator will be in accordance with the SIAC Rules.This Agreement shall be governed, construed, and interpreted according to the laws of Singapore and the courts in Singapore shall have jurisdiction in relation to matters and/or disputes arising out of this Agreement.
17. Modification of this Agreement
The Company reserves the right to alter this Agreement at any time, in our sole judgment. If any material changes are made, we will inform you by updating the date at the top of the Agreement and keeping a current version of the Agreement available at https://spectrum.fi/terms. These modifications will be effective upon posting, and by continuing to access or utilize the Interface after these changes have been made, you consent to be bound by the modified terms. If you do not accept the modified terms, you must immediately cease using the Interface.
18. Entire Agreement
These Terms constitute the entire agreement between you and us with respect to the subject matter hereof. This Agreement supersedes any and all prior or contemporaneous written and oral agreements, communications and other understandings (if any) relating to the subject matter of the terms.