Terms of Service
Last Updated: March 23, 2023
The following terms of service (the “Terms”) govern your access to and use of the Divergence website available at https://www.divergence-protocol.com/ (the “Website”) and Divergence platform through the respective subdomains of the Website, such as https://app.divergence-protocol.com/ (the “Platform”). The Terms constitute an agreement between you or the company or other legal entity you represent (“You”) and Tenet Technology Limited (“Tenet,” “We,” or “Us”), a company incorporated in Seychelles.
By accessing the Platform, connecting your digital wallet to the Platform, or by clicking the button “I accept”, you (“You”) acknowledge that you have read, accept without modifications and agree to be bound by these Terms and all terms incorporated herein by reference. If you do not accept or agree to these Terms, you are not allowed to access or use the Platform, and must immediately discontinue any use thereof.
1.DIVERGENCE PLATFORM
Divergence Platform is a web-based user interface to a decentralized autonomous smart-contract system implemented on the Ethereum blockchain that allows for creating/writing and trading particular on-chain derivative products called “Spear” and “Shield”.
“Spear” are virtual contracts that represent the right to claim 1 collateral from the smart contract if the price of an underlying asset rises to or above a pre-determined price at expiration; whereas “Shield” are virtual contracts that represent the right to claim 1 collateral from the smart contract if the price of an underlying asset falls below a pre-determined price at expiration.
It is acknowledged that the Protocol may be further implemented on other blockchain networks, accordingly, “Protocol”, as used herein, includes all and any such implementations and modifications thereto.
The Protocol is comprised of open-sourced smart contracts deployed on the blockchain that can be reviewed, verified, used, and accessed by anyone. You should carefully and thoroughly review and assess the Protocol before you use it, and any such use shall be at your own risk.
2.USE OF SERVICES
As a condition to accessing or using the Platform, you represent and warrant:
If you are an individual, you must be of legal age in the jurisdiction in which you reside and you have the legal capacity to enter into these Terms.
If you are on behalf of a legal entity, you represent and warrant that (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization; (ii) you are duly authorized by such legal entity to act on its behalf.
You are not a Restricted Person or a resident of a Restricted Territory (each as defined below) and you will not be using the Platform for any illegal activity including but not limited to, those Prohibited Activities listed under Section “PROHIBITED ACTIVITY”.
You may not use our services if you are incorporated or otherwise established in, or a citizen or resident where it would be illegal under applicable laws for you (by reason of your nationality, domicile, citizenship, residence or otherwise) to access or use our services (“Restricted Territories”), including but not limited to: The People's Republic of China (Mainland China), the United States of America, the United Kingdom, European Union, Canada, Australia, Burma, Cote D'Ivoire (Ivory Coast), Cuba, Democratic Republic of Congo, Iran, Iraq, Libya, Mali, Nicaragua, Democratic People’s Republic of Korea (North Korea), Somalia, Sudan, Syria, Yemen.
You may not use our services if (i) you are a member of any sanctions list or equivalent maintained by the United States government, the United Kingdom government, the European Union (ii) you intend to transact with any Restricted Territories or Restricted Persons.
You agree that you are solely and entirely responsible for compliance with all laws and regulations that may apply to you. You further agree that we have no obligation to inform you of any potential liabilities or violations of law or regulation that may arise in connection with your access and use of our service and that we are not liable in any respect for any failure by you to comply with any applicable laws or regulations.
You do not, and will not use a virtual private network (e.g., a VPN) or other means to access or use the Platform to circumvent any restrictions apply to the Platform.
3.OWNERSHIP OF DIGITAL ASSETS
When using the Platform, you may connect your digital wallet using one of the compatible third-party software wallets. Software wallets constitute Third-Party Services and Tenet is not responsible for, does not endorse, shall not be held liable or responsible in connection with, and does not make any warranties, whether express or implied, as to the software digital wallets used by you with the Platform.
Tenet never receives access to or control over your digital wallets or digital assets held in such digital wallets. Therefore, you are solely responsible for securing your digital wallet and credentials thereto. And any digital assets used by you in connection with our services are either owned by you or that you are validly authorized to carry out transactions using such digital assets.
4.MODIFICATION TO THESE TERMS
We reserve the right, in our sole discretion, to modify these Terms from time to time. If we make changes, we will provide you with notice of such changes, such as by providing notice through the Services or updating the “Last Updated” date at the top of these Terms. Unless we state otherwise in our notice, all such modifications are effective immediately, and your continued use of the Platform will confirm the acceptance of such updated Terms. If you do not agree to any amended Terms, you must immediately discontinue any access to or use of the Platform.
5.PROHIBITED ACTIVITY
In connection with your use of our 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 our services;
Provide false, inaccurate, incomplete or misleading information;
Engage in any illegal activity, including without limitation illegal gambling, money laundering, fraud, blackmail, extortion, ransoming data, the financing of terrorism, other violent activities or any prohibited market practices;
Distribute unsolicited or unauthorized advertising or promotional material, written media releases, public announcements and public disclosures, junk mail, spam or chain letters;
Take any action that imposes an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data or information;
Transmit or upload any material to the Platform that contains viruses, Trojan horses, worms, or any other harmful or deleterious programs;
Transfer any rights granted to you under these Terms;
Engage in any other activity which, in our reasonable opinion, amounts to or may amount to market abuse including without limitation the carrying out of fictitious transactions or wash trades, front running or engaging in disorderly market conduct; or
Engage in any behavior which is unlawful, violates these Terms, or is otherwise deemed unacceptable in its sole discretion.
6.THIRD-PARTY SERVICES
When using the Platform, you may view, use or interact with certain Third-Party Services. Tenet does not endorse or make any warranties, whether express or implied, with regard to the Third-Party Services, and shall not be responsible for or held liable in connection with any Third-Party Services, your use thereof or interaction therewith.
You hereby affirm and acknowledge that your use of Third-Party Services, and your interactions with third parties that are linked to or from the Platform, shall always be at your own risk. To the maximum extent permitted by the applicable law, in no event shall Tenet be responsible for or held liable in connection with any loss or damage of any sort incurred by you as the result of, or in connection with accessing or using any Third-Party Services.
7.NO ADVICE
No part of the information or content available on the Platform should be considered to be business, legal, financial, investment, or tax advice, or advice of a broker regarding any matters to which all or any part of such information relates. You should consult your own legal, financial, tax, or other professional advisors regarding this information. We shall not be responsible for the accuracy of the information and materials on the Platform, therefore any use of such information or materials is at your own discretion and risk and you are solely responsible for any possible damages or losses arising from such use.
Any decision to buy or sell digital assets through the Platform is the user’s decision and we will not be liable for any loss suffered. You accept the risk of trading digital assets. You represent that you have been, are, and will be solely responsible for making your own independent appraisal and investigations into the risks of the transaction and the underlying digital asset. You represent that you have sufficient knowledge, market sophistication, professional advice, and experience to make your own evaluation of the merits and risks of any transaction or any underlying digital asset.
8.NO WARRANTY
The Platform is provided on “as is” and “as available” basis, and your use of the Platform will always be at your own risk. Tenet makes no warranty of any kind, express or implied, including, but not limited to, the implied warranties of title, non-infringement, integration, merchantability, and fitness for a particular purpose, and any warranties implied by any course of performance or usage of trade, with respect to the Platform, all of which are expressly disclaimed.
Tenet does not warrant, whether expressly or impliedly, and expressly disclaims any warranty and/or representation that:
the Platform will work as expected, or that any information provided through the Platform or in connection therewith will be timely, accurate, reliable, true or correct;
the Platform will be secure, error-free or available at any particular time or place, or will continue working, operating or functioning for any period of time;
any defects, flaws, bugs or errors in the Platform or Protocol will be corrected;
the Platform will be supported, maintained, operated, managed, further developed, and not abandoned; or
the Platform will be free of viruses, bugs, trojan horses, malfunctions, or other harmful components, or properly protected from hackers, malware, or other attacks.
9.FEES AND PRICE ESTIMATES
In connection with your use of our services, you are required to pay all fees necessary for interacting with the blockchain networks, including “gas” costs, as well as all other fees on the Platform at the time of your use. Although we attempt to provide accurate fee information, this information reflects our estimates of fees, which may vary from the actual fees paid to use the Platform and interact with the blockchain networks. Furthermore, when you conduct transactions through the Platform, certain Third-Party Costs may arise or be incurred by you. You shall bear any and all such Third-party Costs, whether associated with transactions that you carry out through the Platform or arising otherwise. Tenet shall not be responsible for any Third-Party Costs and shall not be in any way held liable in connection therewith.
10.TAXES
It is your responsibility to determine what, if any, taxes apply to your activities on the Platform, and to collect, report, and remit the correct tax to the appropriate tax authority. Tenet is not responsible for determining whether taxes apply to your transaction, or for collecting, reporting, or remitting any taxes arising from any transaction.
11.APPLICABLE LAW
The interpretation and enforcement of these Terms and any dispute related will be governed by and construed under the laws of Seychelles, as applicable, without regard to conflict of law rules or principles that would cause the application of the laws of any other jurisdiction.
12.LIMITATION OF LIABILITY
You expressly understand and agree that Tenet will not be liable for any indirect, incidental, special, consequential, exemplary damages, or damages for loss of profits including without limitation damages for loss of goodwill, use, data, or other intangible losses, whether based on contract, tort, negligence, or otherwise, resulting from (i) the use or the inability to use the services; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information, or services purchased or obtained or messages received or transactions entered into through or from the services; (iii) unauthorized access to or alteration of your transmissions or data; or (iv) any other matter relating to the services.
In no event shall our aggregate liability (together with its affiliates, including its and its affiliates’ respective stockholders, members, directors, managers, officers, employees, attorneys, agents, representatives, suppliers, or contractors) arise out of or in connection with the Platform and the Services (and any of their content and functionality), any performance or nonperformance of the Services, your digital assets, positions, or any other product, service or other item provided by or on behalf of Tenet, whether under contract, tort (including negligence), civil liability, statute, strict liability or other theory of liability exceed the number of fees paid by you under these Terms, if any, in the twelve (12) month period immediately preceding the event giving rise to the claim for liability.
13.INDEMNIFICATION
You agree to indemnify and hold Tenet, its affiliates, and service providers, and each of their officers, directors, agents, joint venturers, employees, and representatives harmless from any claim or demand (including attorneys’ fees and any losses, fines, fees, or penalties imposed by any regulatory authority) arising out of your breach of these Terms, or your violation of any law or regulation. The term “losses” means all net costs reasonably incurred by us or the other persons referred to in this Section which are the result of the matters set out in this Section and which may relate to any claims, demands, causes of action, debt, cost, expense or other liability, including reasonable legal fees (without duplication).
14.DISCLOSURE AND DISCLAIMER
Tenet is a developer of open-source software. Tenet does not operate a derivatives exchange platform or offer trade execution or clearing services and therefore has no oversight, involvement, or control with respect to your transactions. All transactions on the Platform are executed peer-to-peer directly between the users’ digital wallets through a smart contract.
You are responsible for complying with all laws and regulations applicable to your transactions. You understand that Tenet is not registered or licensed by the U.S. Commodity Futures Trading Commission (“CFTC”), the U.S. Securities and Exchange Commission (“SEC”) or any financial regulatory authority. The Platform does not constitute advice or a recommendation concerning any commodity, security or other assets. The Tenet is not acting as an investment adviser or commodity trading adviser to any person.
You understand that Spear and Shield positions generated using the Platform are commodity contracts, they are shares or any equivalent in any existing or future public or private company, corporation or other entity in any jurisdiction. Tenet does not own or control the underlying software protocols that are used in connection with Spear and Shield positions. The underlying protocols are open source and anyone can use, copy, modify, and distribute them. Tenet is not responsible for the operation of the underlying protocols, and Tenet makes no guarantee of their functionality, security, or availability.
You acknowledge that your data on the Platform may become irretrievably lost or corrupted or temporarily unavailable due to a variety of causes, and agree that, to the maximum extent permitted under Applicable Law, we will not be liable for any loss or damage caused by denial-of-service attacks, software failures, viruses or other technologically harmful materials (including those which may infect your computer equipment), protocol changes by third-party providers, Internet outages, force majeure events or other disasters, scheduled or unscheduled maintenance, or other causes either within or outside our control.
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