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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 at https://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.

General Agreement

By accessing or using the Protocol and/or Services, you agree that you have read, understood and accept all of the terms and conditions contained in this Agreement as well as our Privacy Policy. You also represent that you have the legal authority to accept these Terms on behalf of yourself and any party you represent in connection with your use of the Protocol and Services. If you are an individual who is entering into these Terms on behalf of an Organization, you represent and warrant that you have the power to bind that Organization, and you hereby agree on that Organization’s behalf to be bound by these Terms, with the terms “you” and “your” applying to you, that Organization, and other users accessing the Protocol and/or Services on behalf of that Organization.
We may, in our sole and absolute discretion, without liability to you or any third-party, refuse to let you use the Protocol and/or one or more of the Services. Such actions may be taken as a result of a number of factors, including without limitation legal/regulatory requirements or demand, our discretion or your violation of the terms of this Agreement. We may also temporarily suspend your access to the Protocol and/or Services if a technical problem so requires.

Ownership and Control of Cryptocurrency

Title to your cryptocurrency shall at all times remain with you and shall not transfer to Blueberry. As the owner of your own cryptocurrency, you shall bear all risk related to the cryptocurrency in your wallet(s). Blueberry shall have no liability for value fluctuations of cryptocurrency. None of the cryptocurrency is the property of, or shall or may be loaned to, Blueberry.
Blueberry does not represent or treat any cryptocurrency in your wallet(s) as belonging to Blueberry. Blueberry may not grant a security interest in the cryptocurrency held in your wallet(s). Except as required by a facially valid court order, or except as provided herein, Blueberry will not sell, transfer, loan, hypothecate, or otherwise alienate cryptocurrency unless instructed by you. You control the cryptocurrency held in your wallet(s).
The Protocol is a purely non-custodial application, meaning you are solely responsible for the custody of the cryptographic private keys to the digital asset wallets you hold. This Agreement is not intended to, and does 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. You further agree that the only duties and obligations that we owe you are those set out expressly in this Agreement.

Wallets

YOU ACKNOWLEDGE AND AGREE THAT (A) BLUEBERRY HAS NO CONTROL OVER ANY WALLET THAT YOU MAY USE IN CONNECTION WITH YOUR USE OF THE PROTOCOL OR SERVICES; (B) ALL WALLETS ARE PROVIDED BY THIRD-PARTIES; (C) BLUEBERRY HAS NO RIGHT OR ABILITY TO CONTROL THIRD-PARTIES WHO PROVIDE WALLETS; (D) ANY DISPUTE BETWEEN YOU AND ANY THIRD-PARTY WALLET PROVIDER IS BETWEEN YOU AND THAT THIRD-PARTY WALLET PROVIDER; AND (E) BLUEBERRY IS NOT LIABLE FOR ANY ISSUES OR LOSSES CAUSED BY USE OF THIRD-PARTY WALLETS.

Security of Devices and Wallets

You are responsible for maintaining the confidentiality and security of the device(s) that you use to access the Protocol. You are also responsible for maintaining the security of your wallet(s), and for ensuring that no unauthorized person has access to your wallet(s), any private keys, or any devices that you utilize in connection with the Protocol and Services.
We will not be liable for any loss or damage arising from your failure to protect your device(s) or your wallet(s).
It is your sole responsibility to provide accurate information to us. You are solely responsible for ensuring the accuracy and completeness of all information and materials that you provide to use in connection with your use of the Protocol.

Fees

The Ethereum blockchain requires the payment of a transaction fee (“Gas Fee”) for every transaction that occurs on the network. The Gas Fee funds the network of computers that run the blockchain. This means that you will need to pay a Gas Fee for each transaction. Accordingly, you must ensure that you have a sufficient balance of cryptocurrency stored at your wallet to complete any transaction on the applicable blockchain before initiating such transactions. We will make reasonable efforts to notify you of any Gas Fees before initiating any services that require the use of the blockchain network.
You may be subject to certain additional fees and commissions, including fees imposed by Bloom. Fees are described in the Fees section of the documentation.

Cryptocurrency Transactions

You should confirm all information before you make any transfers to any third-party wallet. Blueberry will bear no liability or responsibility if you enter an incorrect blockchain destination address, incorrect Destination Tag/Memo, or send your cryptocurrency to an incompatible or someone else’s wallet. We do not guarantee the identity or value received by a recipient of an outbound transfer of cryptocurrency from the Protocol to third-party wallets.

Lending and Borrowing Terms

All of the Protocol’s code is novel and experimental. Please use discretion when depositing funds. While we have thoroughly reviewed our code, we are not liable for funds lost due to smart contract exploits.
A transaction on the Protocol may fail for several reasons, including without limitation, order availability, or technical difficulties experienced by us, decentralized finance counterparties or Ethereum nodes. We make no representation or warrant that any transaction will be executed fully, or at all. We are, under no circumstances, liable for any loss or injury suffered by a failure of a transaction to complete properly or in a timely manner, including dispatching to the blockchain. Further, we are in no way responsible for notifying you of a transaction failure, although you are able to see any such failures on the Protocol. You have full responsibility to determine and inquire into the failure of any transaction which you initiate.
WE MAY REMOVE A CRYPTOCURRENCY OR TOKENIZED ASSET FROM LENDING OR BORROWING ON THE INTERFACE AT ANY TIME, FOR ANY REASON, WITHOUT PRIOR NOTICE. You acknowledge that while we are using commercially reasonable methods to provide lending and borrowing functionality to you through the Interface, Protocol, and Services, we do not guarantee that the Interface, Protocol, or Services will be consistently available. You agree that you assume all risks and potential losses associated with cryptocurrency being removed, price fluctuations, or differences in actual versus indicated prices.
We operate as a Protocol provider and do not act as principal or counterparty with respect to any transactions entered on the Protocol. Strategies will generally involve usage of other Ethereum decentralized finance platforms. This will add a layer of counterparty risk.
You understand and acknowledge that we do not broker trading orders on your behalf. We also do not facilitate the execution or settlement of your trades, which occur entirely on the Ethereum blockchain. As a result, we do not (and cannot) guarantee market best pricing or best execution through the Protocol. Any references on the Interface to “best price” do not constitute a representation or warranty about pricing available through the Protocol or elsewhere.
You agree and understand that: (a) all trades you submit through the Protocol are considered unsolicited, which means that they are solely initiated by you; (b) you have not received any investment advice from us in connection with any trades; and (c) we do not conduct a suitability review of any trades you submit.

Taxes

It is your responsibility to determine what, if any, taxes apply to the transactions you make, and to report and remit the correct tax to the appropriate tax authority. We are not responsible for determining whether taxes apply to your transaction, or for collecting, reporting, or remitting any taxes arising from any transaction. We encourage you to speak with your personal tax advisor regarding the tax implications of your use of the Protocol and Services.
The Protocol is not intended for U.S. users. Any U.S. person who holds an obligation on the Protocol will be subject to limitations under the U.S. income tax laws, including the limitations provided in sections 165(j) and 1287(a) of the Internal Revenue Code.
You acknowledge and agree that you are not a U.S. person or fall within a category of U.S. persons who are exempt from sanctions under the Tax Equity and Fiscal Responsibility Act of 1982.

Third-Party Services

To access the interface, you must use a non-custodial wallet software, which allows you to interact with public blockchains. Your relationship with that non-custodial wallet provider is governed by the applicable terms of service. We do not have custody or control over the contents of your wallet and have no ability to retrieve or transfer its contents. By connecting your wallet to the Interface, you agree to be bound by this Agreement and all of the terms incorporated herein by reference.
The Protocol provides for the purchase by borrowers of tokenized “Tracker Certificates” created and issued by Backed. You understand that we do not operate or control the products or services offered by Backed. Backed is responsible for all aspects of the issuance and redemption of tokenized “Tracker Certificates” and the custody of the Underlying assets. We are not a party to the transactions entered into between the Protocol and Backed or the custody of the Underlying assets.
We are also not responsible for ensuring that Backed has appropriately issued tokenized “Tracker Certificates.” If you experience a problem with any tokenized “Tracker Certificate,” you must resolve the dispute directly with Backed. If you believe Backed has behaved in a fraudulent, misleading, or inappropriate manner, or if you cannot adequately resolve a dispute with Backed, you may notify us so that we may consider what action to take, if any.
You agree that the purchase of such tokenized “Tracker Certificates” by the Protocol is done AT YOUR SOLE RISK AND IS WITHOUT WARRANTIES OF ANY KIND BY US, EXPRESSED, IMPLIED OR OTHERWISE INCLUDING WARRANTIES OF TITLE, FITNESS FOR PURPOSE, MERCHANTABILITY OR NON-INFRINGEMENT. UNDER NO CIRCUMSTANCES ARE WE LIABLE FOR ANY DAMAGES ARISING FROM THE TOKENIZED “TRACKER CERTIFICATES,” CUSTODY OF THE UNDERLYING ASSETS, ANY OTHER ACTION OR INACTION BY BACKED OR FOR ANY INFORMATION APPEARING ON BACKED SITES OR ANY OTHER SITE LINKED TO OUR SITE.
Blueberry may also contract with third-parties, including those providing research analysis or other information related to the Protocol and Services to provide certain data, information, insights, analysis, and articles that are made available through the Protocol and Services, and may also provide links to third-party websites (or other online properties that are not owned or controlled by Blueberry) or services that are not under the control of Blueberry (collectively, “Third-Party Services”). In addition to these Terms, you may be bound by any additional terms required by providers of Third-Party Services. Blueberry makes no representations about, and accept no liability for, any Third-Party Services. Blueberry is not responsible for the accuracy or reliability of any information, data, opinions, advice, or statements contained in Third-Party Services, the services offered thereby or for their privacy and security policies and procedures.

Acceptable Use

In connection with your use of the Protocol and Services, you will not:
  • Violate or assist any party in violating any law, statute, ordinance, regulation or any rule of any self-regulatory or similar organization of which you are or are required to be a member through your use of the Protocol or Services;
  • Engage in any lending or borrowing activity which, in our sole discretion, amounts to or may amount to market abuse including without limitation pumping and dumping, entering fictitious transactions, or engaging in disorderly market conduct;
  • Infringe upon our or any third-party’s copyright, patent, trademark, or other intellectual property rights;
  • Repost, delete, or alter any content or material that Blueberry makes available on the Protocol or Services;
  • Restrict or inhibit any other person from legal use of the Protocol or Services;
  • Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) the Protocol or Services except as expressly authorized herein, without Blueberry’s express prior written consent;
  • Use the Protocol in an unauthorized manner, including collecting email addresses or Discord usernames of users by electronic or other means for the purpose of sending unsolicited emails or communications;
  • Reverse engineer, decipher, decompile or disassemble any portion of the Protocol or Services, except to the extent such restriction is expressly prohibited by applicable law;
  • Remove any copyright, trademark or other proprietary rights notice from the Protocol or Services;
  • Frame or mirror any portion of the Protocol or Services, or otherwise incorporate any portion of the Protocol or Services into any product or service, without Blueberry’s express prior written consent;
  • Engage in any attack, hack, denial-of-service attack, interference, or exploit of any smart contract;
  • Systematically download and store content from the Protocol or Services;
  • Take any action that imposes an unreasonable or disproportionately large load on our infrastructure or that of our nodes, or detrimentally interfere with, intercept, or expropriate any system, data or information;
  • Post, transmit or otherwise make available through or in connection with the Protocol any virus, worm, Trojan horse, Easter egg, time bomb, spyware, ransomware, malware, or other computer code, file or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment.
  • Otherwise attempt to gain unauthorized access to or use of the Protocol or Services, nodes or computer systems connected to the Protocol or Services;
  • Engage in any behavior which violates this Agreement or is otherwise deemed unacceptable by us in our sole discretion; or
  • Use any robot, spider, search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine”, or otherwise gather content on the Protocol or Services (including Submissions), or reproduce or circumvent the navigational structure or presentation of the Protocol or Services, without Blueberry’s express prior written consent. Notwithstanding the foregoing, and subject to compliance with applicable law and any instructions posted in the robots.txt file located in the Protocol’s root directory, Blueberry grants to the operators of public search engines permission to use spiders to copy materials from the Protocol or Services for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such materials, but not caches or archives of such materials. Blueberry reserves the right to revoke such permission either generally or in specific cases, at any time and without notice.

Restricted Jurisdictions

The Protocol and Services are subject to all applicable export control restrictions, and, by using the Protocol and/or Services, you represent that your actions are not in violation of such export control restrictions. Without limiting the foregoing, you may not use the Protocol or Services if you are (i) a resident, national or agent of Crimea, Cuba, Iran, North Korea, Syria or any other country or region to which the United States embargoes goods or imposes similar sanctions (“Restricted Jurisdictions”); (ii) a member of any sanctions list or equivalent maintained by the United States government (“Restricted Persons”); or (iii) you intend to transact with any Restricted Jurisdictions or Restricted Persons.

Sanctions

By using the Protocol or Services, you further represent and warrant that you are not (i) 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.

Reservation of Rights

Blueberry reserves the right to bar any transactions on the Protocol, for or with, any user with or without cause, at any time, subject to any limitations imposed by applicable law. In lieu of refusing access to the Protocol or Services, Blueberry may, in its sole and absolute discretion, perform due diligence. You may be subject to due diligence procedures in your use of the Protocol or Services. If you decline to provide requested information or otherwise do not reply timely or substantively with the documentation or data requested, Blueberry has the absolute discretion to immediately suspend or terminate your use of the Protocol and Services.

Intellectual Property Rights

The Interface and its entire contents, features, and functionality (including but not limited to all Services, information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof and with the exception of User Content), are owned by Blueberry, 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. Blueberry grants you a revocable, non-exclusive, non-transferable, non-sublicensable, royalty-free and worldwide right and license to access and use the Protocol or Services solely in strict compliance with the provisions of this Agreement and as permitted by the functionalities of the Protocol or Services available to you.
Blueberry’s name and all related names, logos, product and service names, designs, and slogans (“Blueberry branding”) are trademarks of Blueberry, its associates, or licensors (collectively, “Associates”). You must not use any Blueberry branding without the prior written permission of Blueberry. All other names, logos, product and service names, designs, and slogans on this Protocol are the trademarks of their respective owners.
You understand and acknowledge that the Interface is not part of the Protocol and we do not control the Protocol.

Risk Disclosures

Lending and borrowing any cryptocurrency or tokenized asset is risky and you should never lend or borrow more than they can afford to lose or pay back. The following list of risks associated with cryptocurrency, tokenized assets, the Protocol, and Services is not exhaustive.
Technical and smart contract risks
Despite having undergone an audit, the Interface, Protocol, and Services may still have unidentified security issues, bugs, and software errors, including with respect to their underlying blockchain networks, which could be exploited by malicious actors.

Risks of lending and borrowing cryptocurrency and tokenized assets

Borrowing cryptocurrency is extremely risky. We may also determine it is in the best interest of users to suspend lending or borrowing a cryptocurrency or tokenized assets on the Interface for these reasons. By using the Protocol and Services, you accept the risk of lending or borrowing cryptocurrency and tokenized assets. In entering into any transaction, you represent that you have been, are, and will be solely responsible for making your own independent appraisal into the risks of the transaction and the underlying cryptocurrency or tokenized asset.
Our listing of a cryptocurrency or tokenized asset does not indicate approval or disapproval of the asset’s merits as an investment or a technology. We give no warranty as to the suitability of a cryptocurrency or tokenized asset loaned, borrowed, or purchased through the Interface or on the Protocol and assume no fiduciary duty in our relations with you. You must conduct your own due diligence when determining whether to lend, borrow, or purchase a particular cryptocurrency or tokenized asset. If you choose wisely, we will not share in any portion of your gains. Likewise, if you choose poorly, we will not bear any portion of your losses.

No brokering transactions or provision of investment advice

We provide an execution-only service. We do not broker transactions on your behalf, advise on the merits of any particular cryptocurrency, tokenized asset, transactions, or associated risks, or provide any other financial, investment or legal advice in connection with the Protocol or Services. To the extent that we do provide data, post-market commentary, articles, or make social media posts, the act of doing so is incidental to your relationship with us and such information may not be considered as investment or financial advice and should not be construed as such. ANY DECISION TO LEND OR BORROW CRYPTOCURRENCY OR TOKENIZED ASSET IS SOLELY YOUR DECISION AND WE WILL NOT BE LIABLE FOR ANY CONSEQUENT LOSS.

No promise of liquidity

We make no promises as to the timing or availability of lending or borrowing of cryptocurrency or tokenized asset on the Protocol. We reserve the right to change, suspend, or discontinue any aspect of the Protocol or Services at any time and in any jurisdiction, without notice and without liability. This includes, without limitation, the absolute discretion to list and de-list cryptocurrency or tokenized asset available for lending or borrowing at any time. We are not required to provide advance notice of delisting.
You acknowledge and agree that cryptocurrency, tokenized asset and/or Services available in one jurisdiction may not be available, as applicable, in another.

No guarantee of continuous access to Protocol or Services

We do not guarantee continuous, uninterrupted or secure access to any part of the Protocol or Services, and operation of the Interface may be interfered with by numerous factors outside of our control, including regulatory reasons and issues with the blockchain. We will make reasonable efforts to ensure that transactions are processed in a timely manner, but we make no representations or warranties regarding the amount of time needed to complete transactions.

Certain Underlying assets are custodied by a third party

Backed is responsible for the custody and safekeeping of the Underlying assets related to the tokenized "Tracker Certificates." There is a risk that the Underlying assets purchased by Backed or held by the Custodian (or other downstream parties such as broker-dealers or any issuer of such underlying assets) on behalf of holders of tokenized "Tracker Certificates" will be frozen, seized, lost, stolen or damaged and that you will bear some or all of the impact of such events. There are many different scenarios that could result in the freeze, seizure, loss, theft or damage of assets held by Backed or the Custodian (or other downstream parties), including fraudulent, malicious or negligent acts by employees, agents or service providers of Backed, cyberattacks or other attacks or thefts by third parties.
In addition, the intersection of DeFi and TradFi will always present new risks and though users located in U.S.sanctioned counties are geo-blocked from using the Interface and certain wallet addresses identified by OFAC are blocked from interacting with the protocol, there is no guarantee that lending activities on the protocol will not be found to constitute sanctionable activities. If any of the protocol, any borrower or lender, Backed or any broker-dealer or issuer of underlying assets are identified as having transacted in blocked property, such risks could include the blocking of any property in which you have a direct or indirect interest, which would effectively prohibit you from receiving any payment or otherwise holding, transferring or withdrawing any assets in which you have any interest.

U.S. treasury obligations risk

All bonds carry risk that the issuer will default or be unable to make timely payments of interest and principal. Treasury bonds are rated AA+ by S&P Global Ratings. A failure of the U.S. government to make such timely payments or the downgrade of treasuries by S&P Global Ratings or another ratings agency may cause the value of the tokenized "Tracker Certificates" to decline or fail to pay interest.

No deposit insurance

Assets held by you in the Protocol are not subject to deposit insurance protection, including, but not limited to, the Federal Deposit Insurance Corporation insurance, Securities Investor Protection Corporation protections, the United Kingdom Financial Services Compensation Scheme or any other equivalent scheme in your country of residence.

indemnification and Release

Blueberry and its Associates, subsidiaries, parents, affiliates, service providers, and each of their respective officers, directors, agents, joint venturers, employees or representatives (collectively, the “Released Parties”), are not liable for any damages that may arise out of or in connection with your use of the Interface, Protocol or Services. This includes, but is not limited to, claims, applications, injuries, delays, direct loss, loss of investments, business, or profits, business interruption costs, loss of goodwill or business profits, loss of cryptocurrency, blocking or freezing of assets by direct or indirect counterparties or governmental regulators, damage caused by your computer, computer software, systems and programs, and the data thereon or any other direct or indirect, consequential and incidental damages. In addition, the Released Parties are not liable for any losses incurred, either directly or indirectly through your use of the Protocol or any of its functions and features (collectively, all of the foregoing items shall be referred to herein as “losses”). The Released Parties are hereby released by you from liability for any and all losses. These limitations of liability apply whether the liability or losses are based on negligence, contract, tort, or any other basis, even if the Released Parties had been advised or should have known of the possibility of such losses.
You agree to indemnify and hold the Released Parties harmless from any claim or losses (including attorneys’ fees and any losses, fines, fees, or penalties imposed by any regulatory authority) arising out of your breach of this Agreement, or your violation of any law or regulation.
If you have a dispute with one or more users, nodes, issuers of cryptocurrency listed on the Interface or using the Protocol or any other third-parties, you release the Released Parties from any and all claims, demands, and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes.

Limitation of Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL BLUEBERRY, ITS ASSOCIATES, 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 PROTOCOL, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE PROTOCOL OR SUCH OTHER WEBSITES, OR THE SERVICES, 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 (INCLUDING THE BLOCKING OR FREEZING OF ASSETS), LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, NOTHING IN THESE TERMS EXCLUDES OR LIMITS LIABILITY FOR FRAUD, FRAUDULENT MISREPRESENTATION, OR FOR DEATH OR PERSONAL INJURY CAUSED BY GROSS NEGLIGENCE.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Disclaimer of Warranties

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR ACCESS TO AND USE OF THE INTERFACE, PROTOCOL, SERVICES, AND ANY CONTENT IS AT YOUR SOLE RISK. OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS, NEITHER BLUEBERRY NOR ITS ASSOCIATES MAKE ANY WARRANTY, EITHER EXPRESS OR IMPLIED, ABOUT THE INTERFACE, PROTOCOL OR SERVICES. THE INTERFACE, PROTOCOL, AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER BLUEBERRY NOR ITS ASSOCIATES MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE INTERFACE, PROTOCOL, OR SERVICES. WITHOUT LIMITING THE FOREGOING, BLUEBERRY AND ITS ASSOCIATES DO NOT REPRESENT OR WARRANT THAT THE INTERFACE, PROTOCOL, ITS CONTENT, OR ANY SERVICES OBTAINED THROUGH THE INTERFACE OR PROTOCOL WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE INTERFACE PROTOCOL, SERVICES, OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE INTERFACE, PROTOCOL, OR ANY SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
THERE MAY BE INADVERTENT TECHNICAL OR FACTUAL INACCURACIES AND TYPOGRAPHICAL ERRORS IN INFORMATION OR MATERIALS ON THE INTERFACE, PROTOCOL OR SERVICES, AND BLUEBERRY MAKES NO WARRANTIES REGARDING THE ACCURACY, COMPLETENESS OR TIMELINESS OF SUCH INFORMATION OR MATERIALS. BLUEBERRY PROVIDES NO GUARANTEES AGAINST THE POSSIBILITY OF DELETION, MISDELIVERY, OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS, OR OTHER DATA. BLUEBERRY EXPRESSLY DISCLAIMS ALL LIABILITY FOR ERRORS OR OMISSIONS IN, OR THE MISUSE OR MISINTERPRETATION OF, ANY INFORMATION OR MATERIALS CONTAINED ON THE INTERFACE, PROTOCOL. OR SERVICES.
BLUEBERRY MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE LIKELIHOOD OR PROBABILITY THAT YOUR PARTICIPATION ON THE INTERFACE, PROTOCOL OR SERVICES WILL ACHIEVE A PARTICULAR OUTCOME OR GOAL. PAST PERFORMANCE IS NOT A GUARANTEE OF FUTURE SUCCESS, AND VOLATILITY MEANS THAT PERFORMANCE IN ANY PERIOD MAY BE FAR DIFFERENT FROM THAT OF PREVIOUS PERIODS. YOU FURTHER ACKNOWLEDGE AND AGREE THAT BLUEBERRY MAKES NO GUARANTEES OR OTHER COMMITMENTS ABOUT YOUR ABILITY TO ACCESS OR USE THE INTERFACE, PROTOCOL, OR SERVICES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, BLUEBERRY AND ITS ASSOCIATES ALSO DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
SOME STATES OR JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO SOME DISCLAIMERS IN THIS SECTION MAY NOT APPLY TO YOU.
We do not guarantee continuous, uninterrupted or secure access to any part of the Interface, Protocol, or Services, and operation of the Interface, Protocol and Services may be interfered with by numerous factors outside of our control, including regulatory reasons and issues with the Interface or Protocol. We will make reasonable efforts to ensure that transactions are processed in a timely manner, but we make no representations or warranties regarding the amount of time needed to complete transactions.

Acknowledgment of Risk

Cryptocurrency is not legal tender and is not backed by the government, FDIC, or SIPC protections.
You accept and acknowledge each of the following:
  • All transactions entered into on the Protocol are commercial loan arrangements entered into between the applicable lenders and borrowers. The Protocol was specifically designed to not implicate securities laws and it is your intention that such transactions should not be considered or construed as securities. You should not expect that securities law protections apply to any such transactions.
  • The Interface and other Services provided by Blueberry are ministerial in nature and we are not the issuer, seller or control person of any commercial loan or transaction entered into on the Protocol.
  • To the extent that you borrow or lend using your cryptocurrency, please be aware that the price of any cryptocurrency is extremely volatile and fluctuations in the prices of other cryptocurrency can impact the price of your cryptocurrency both positively and negatively. Given the volatility, cryptocurrency should not be considered an investment. You assume all risks in that regard;
  • You assume all risks associated with using cryptocurrency and using the Protocol and Services, including, but not limited to, the risk of financial loss, hardware, software and internet issues, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your device(s) and wallet(s); and
  • Cryptocurrency and blockchain technology are relatively new and the regulatory landscape is unsettled. New enforcement activity or regulations could negatively impact such technologies impacting the value for your cryptocurrency. You understand and accept all risk in that regard.

Representations & Warranties

You represent and warrant to Blueberry each time you use the Protocol or Services as follows:
  • That, if you are an individual user of the Protocol or Services, you are 18 years of age or older;
  • That, if you are using the Protocol or Services on behalf of a legal entity (i) such legal entity is duly organized and validly existing under applicable law of the jurisdiction of its organization; and (ii) you are duly authorized by such legal entity to act on its behalf;
  • That you are not a U.S. person, meaning: (a) any natural person resident in the U.S.; (b) any partnership or corporation organized or incorporated under the laws of the U.S.; (c) any estate of which any executor or administrator is a U.S. Person; (d) any trust of which any trustee is a U.S. Person; (e) any agency or branch of a non-U.S. entity located in the U.S.; (f) any non- discretionary or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person; (g) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated or (if an individual) resident in the U.S.; and (h) any partnership or corporation if (i) organized or incorporated under the laws of any non-U.S. jurisdiction and (ii) formed by a U.S. person principally for the purpose of investing in securities not registered under the U.S. Securities Act of 1933, as amended, unless it is organized or incorporated, and owned, by accredited investors (as defined under Rule 501(a) under the U.S. Securities Act of 1933, as amended) who are not natural persons, estates or trusts;
  • That you are not a Restricted Person or residing in a Restricted Jurisdiction;
  • That you 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;
  • That you are not otherwise prohibited by applicable law from using the Protocol and Services;
  • That you understand the risks associated with using the Protocol and Services;
  • That you have had the opportunity to seek legal, accounting, taxation and other professional advice regarding this Agreement, Protocol, and Services;
  • That you will not falsify or materially omit any information or provide misleading or inaccurate information requested by Blueberry in the course of, directly or indirectly relating to, or arising from your activities on the Protocol or use of the Services, including, but not limited to, at registration or during administration or other due diligence processes, and that if any information provided to Blueberry becomes incorrect or outdated, you will promptly provide corrected information to Blueberry;
  • That you acknowledge and agree that any wallet you use in connection with the Protocol or Services is wholly controlled and owned by you and that Blueberry does not have any right, title or interest to the wallet, except as otherwise set forth herein;
  • That you will not use the Protocol or 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;
  • That neither you nor any of your affiliates has 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;
  • That you consent to any and all tax and information reporting under applicable law;
  • That neither you nor any of your affiliates will 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;
  • That you will not falsify or materially omit any information or provide misleading or inaccurate information requested by Blueberry in the course of, directly or indirectly relating to, or arising from your activities on the Protocol, including but not limited to, registration or other due diligence process, and that if any information provided to Blueberry becomes incorrect or outdated, you will promptly provide corrected information to Blueberry; and
  • That you will accurately and promptly inform Blueberry if you know or have reason to know whether any of the foregoing representations or warranties no longer is correct or becomes incorrect.
You acknowledge and agree that Blueberry operates and administers the Protocol, but Blueberry is (i) not a counterparty to any lending or borrowing of any cryptocurrency or tokenized asset by and between you and any third-party, including, but not limited to, the lending or borrowing of any cryptocurrency or tokenized asset and (ii) is not a counterparty to any smart contracts you enter into by and between you and any other user of the Protocol or Services. Blueberry has no financial responsibility or liability for any failure of market participants to honor their financial obligations. There is risk that one or more market participants will renege, default, or otherwise fail to honor their financial obligations or will be unwilling or unable to abide by the terms of their agreements. In the event that risk materializes, other market participants can and likely will incur financial losses. You acknowledge and agree that the holding of cryptocurrency and/or tokenized asset is inherently in risk of the potential for such assets and/or wallets, to be lost, stolen, or hacked.
You acknowledge and agree that you have had the opportunity to consult legal counsel in connection with this Agreement even if you chose not to do so. You further acknowledge and agree that this Agreement will not be construed against Blueberry as drafter.

Data Privacy

You acknowledge that Blueberry may process personal data in relation to you (if you are an individual), and personal data that you have provided or in the future provide to us in relation to your employees and other associated or other individuals, in connection with this Agreement or use of the Protocol or Services. You represent and warrant that any personal data relating to individuals other than yourself was or will be made in accordance with all applicable data protection and data privacy laws, and that data is accurate at the time of disclosure. You further represent and warrant that before providing any such personal data to us, you have read and understood our Privacy Policy, and, in the case of personal data relating to an individual other than yourself, have (or will at the time of disclosure have) provided a copy of that Privacy Policy, to that individual.
By accessing or using the Interface, Protocol, and Services, you consent to the processing, transfer and storage of information about you in and to the United States, European Union, United Kingdom and other countries, where you may not have the same rights and protections as you do under local law.
If you suspect that any of your device(s) or wallet(s) have been compromised, or if you become aware of any fraud or attempted fraud or any other security incident (including a cyber-security attack) affecting you and/or Blueberry, you must notify Blueberry as soon as possible by email and provide accurate information throughout the duration of the incident or breach.
All information we collect on the Interface, Protocol, and Services is subject to our Privacy Policy. By using the Interface, Protocol and/or Services, you consent to all actions taken by us with respect to your information in compliance with our Privacy Policy.
Please note that it is our policy to comply with all facially valid subpoenas, court orders or binding orders issued to us by law enforcement agencies and other government authorities. This may affect your access to our Services. We are not responsible for any losses, whether direct or indirect, that you may incur as a result of our compliance with applicable law, the guidance or direction of any regulatory authority or government authority, or any writ of attachment, lien, levy, subpoena, warrant, or other legal order.

Comments and Questions

If you choose to provide us with input or suggestions regarding problems with or proposed modifications or improvements to the Interface, Protocol or Services (“Feedback”), then you grant to us a non-exclusive, royalty-free, perpetual, irrevocable, transferable, sublicensable, and global right to use and exploit the Feedback in any manner and for any purpose without any restriction, credit, attribution, or fees due to you.

Governing Law; Venue and Arbitration

You agree to arbitrate any dispute arising from these Terms or your use of the Interface, Protocol and Services. Arbitration prevents you from suing in court, litigating through a class action lawsuit, or from having a jury trial. You agree to notify each other in writing of any dispute within sixty days of when it arises.
In addition, you agree:
  • To make reasonable attempts for informal resolution prior to any demand for arbitration;
  • That any arbitration will occur in the United States;
  • That any arbitration will be conducted confidentially by a single arbitrator, selected by a third-party arbitration forum;
  • That you cannot litigate any disputes arising from your use or access to the Protocol through class action lawsuits;
  • That the state and federal courts in San Francisco, California, United States have exclusive jurisdiction over any appeals of an arbitration award and over any suit between the parties not subject to arbitration;
  • That the arbitrator has the authority to grant any remedy that would otherwise be available in court; and
  • That the parties shall split the costs and expenses of any arbitration and bear their own legal costs and expenses.
Any dispute between you and Blueberry will be governed by these Terms and the laws of the State of California, without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction.
You will only be permitted to pursue claims against us on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding, and you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.

Class Action Waiver

BY USING THIS SITE AND AGREEING TO THESE TERMS, YOU HEREBY WILLINGLY, EXPRESSLY, AND KNOWINGLY WAIVE ALL RIGHT TO BRING OR PARTICIPATE IN ANY CLASS-ACTION LAWSUIT, CLASS-WIDE ARBITRATION, OR PRIVATE ATTORNEY-GENERAL ACTION BROUGHT UNDER OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE PROTOCOL. YOU MAY NOT BRING ANY CLAIM, SUIT, OR OTHER PROCEEDING TO ENFORCE THESE TERMS AS THE MEMBER OF ANY CLASS OR AS PART OF ANY SIMILAR COLLECTIVE OR CONSOLIDATED ACTION.

Termination and Suspension

These Terms are effective until terminated by us. Blueberry, in its sole discretion, has the right to terminate your access to the Protocol or Services, or any part thereof, immediately at any time. We reserve the right, in our sole and absolute discretion, to restrict, suspend, or terminate your access to all or any part of the Protocol or Service, or to terminate this Agreement at any time without prior notice or liability if you breach any provision of this Agreement or violate the rights of any third-party on or through the Protocol. We reserve the right to change, suspend, or discontinue all or any part of the Protocol at any time without prior notice or liability.
Blueberry is not liable to you or any third-party for termination of your access to the Protocol or Services, or any part thereof. If you object to any of the requirements, statements, or obligations of these Terms, or any subsequent modifications thereto, or become dissatisfied with the Protocol or Services in any way, your only recourse is to immediately discontinue use of the Protocol and/or Services. Upon termination of these Terms, you will cease all use of the Protocol and Services.

Relationship of the Parties

You agree that no joint venture, partnership, employment or agency relationship exists between you and Blueberry as a result of this Agreement or use of the Protocol or Services.

Force Majeure

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 [email protected]