Terms of Service

Last updated and effective date: September 7, 2023

Please read these Terms of Service (“Agreement” or “Terms”) carefully. Your use or access of the Protocol (as defined below) constitutes your consent to this Agreement. This Agreement is between you and Blueberry Protocol Foundation (Panama City, Panama), for itself and on behalf of each of its respective affiliates and third-party development companies, including Composable Corp. (together, “Blueberry”, “we”, “our” or “us”), and applies to your use of the Interface and use of the borrowing and lending services facilitated by the Interface (collectively, “Services”).

The "Interface" is the website available athttps://bloom.garden.

The "Protocol" is the commercial lending DeFi protocol deployed on the Ethereum blockchain where non-U.S. lenders can loan USDC stablecoins to permissioned borrowers in order for such borrowers to purchase tokenized open-ended "Tracker Certificates" issued by Backed Finance AG, a company incorporated under the laws of Switzerland (together with its affiliates, "Backed"), which are specifically designed to replicate the price movement of shares in the BlackRock iShares Treasury Bond 0-1yr UCITS ETF (the "Underlying"). When a borrower purchases these tokenized "Tracker Certificates" through the Protocol, Backed contemporaneously purchases an equivalent number of Underlyings. These Underlyings are custodied by Maerki Baumann & Co. AG, a Swiss private bank unaffiliated with Backed, or another custodian chosen in its discretion the "Custodian").

The interfaces provides a web-based means of access to the Protocol. It is distinct from the Protocol and is one, but not the exclusive, means of accessing the Protocol.

This Agreement hereby incorporates by this reference any additional terms and conditions with respect to the Interface, Protocol Services posted by Blueberry to the Interface or Protocol or otherwise made available to you by Blueberry, including without limitation, during the creation, acquisition, transfer or modification of cryptocurrency, our Services, and software provided on or in connection with those Services.

If you are an individual accessing or using the Protocol or 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 this Agreement on behalf of yourself and such Organization, and you represent and warrant that you have the legal authority to bind such Organization to this Agreement. References to “you” and “your” in this Agreement will refer to both the individual using the Protocol or Services and to any such Organization.

THIS AGREEMENT CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER THAT IMPACT YOUR RIGHTS ABOUT HOW TO RESOLVE DISPUTES. PLEASE READ IT CAREFULLY.

We shall have no liability for any failure or delay resulting from any abnormal or unforeseeable circumstances outside our reasonable control, the consequences of which would have been unavoidable despite all efforts to the contrary, including without limitation governmental action or acts of terrorism, war, earthquake, fire, flood, or other acts of God, labor conditions, delays or failures caused by problems with another system or network, mechanical breakdown or data-processing failures or where we are bound by other legal obligations.

Third-Party Disputes

ANY DISPUTE YOU HAVE WITH ANY THIRD-PARTY, INCLUDING, BUT NOT LIMITED TO, OTHER USERS, IN CONNECTION WITH YOUR USE OF THE INTERFACE, PROTOCOL, OR SERVICES IS DIRECTLY BETWEEN YOU AND SUCH THIRD-PARTY. ACCORDINGLY, TO THE FULLEST EXTENT PERMITTED BY LAW, YOU IRREVOCABLY RELEASE BLUEBERRY AND ITS ASSOCIATES FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (DIRECT, INDIRECT, AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

Assignments

This Agreement will inure to the benefit of our successors and assigns. Blueberry may assign this Agreement, including all its rights hereunder, without restriction. You may not assign this Agreement or any of the rights or licenses granted hereunder without the prior express written consent of Blueberry.

Amendments

We reserve the right to change this Agreement at any time upon notice. We may give notice by posting the updated Agreement on the Interface or Protocol or by any other reasonable means. You can review the most current version of this Agreement at any time. This Agreement in effect at the time of your use of the Interface or Protocol apply. Updated versions of the Agreement are binding on you with respect to your use of the Interface or Protocol on or after the date indicated in the updated Agreement. If you do not agree to the updated Agreement, you must stop using the Interface and Protocol. Your continued use of the Interface or Protocol after the date of the updated Agreement will constitute your acceptance of the updated Agreement.

Survival

The respective indemnities, representations, warranties and agreements of the parties hereto or made by or on behalf of the parties hereto pursuant to this Agreement will survive the termination of this Agreement indefinitely and will remain in full force and effect and all defined terms used therein will survive the termination of this Agreement indefinitely.

Waiver and Conflict

No waiver of by Blueberry of any term or condition set out in these Terms will be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Blueberry to assert a right or provision under these Terms will 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 will be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

Entire Agreement

This Agreement and the Privacy Policy constitute the sole and entire agreement between you and Blueberry with respect to the Protocol and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Protocol. This Agreement does not, and will not be construed to, create any partnership, joint venture, employer- employee, agency or franchisor-franchisee relationship between you and Blueberry.

Third-Party Rights

This Agreement is not intended and shall not be construed to create any rights or remedies in any parties other than you and us and any affiliates which each shall be a third-party beneficiary of this Agreement, and no other person shall assert any rights as a third-party beneficiary hereunder.

Questions & Comments

If you have any questions or comments about these Terms; please contact us at [e-mail]