These terms and conditions, together with any documents and additional terms they expressly incorporate by reference, which includes any other terms and conditions or other agreement that Tracer DAO (“Tracer DAO,” “we,” “us” and “our”) posts publicly or makes available to you or the company or other legal entity you represent (“you” or “your”) (collectively, these “Terms”), are entered into between Tracer DAO and you concerning your use of, and access to, Tracer DAO’s websites, including tracer.finance/exchange/; web applications; mobile applications; and all associated sites linked thereto by Tracer DAO or its affiliates (collectively with any materials and services available therein, and successor website(s) or application(s) thereto, the “Site”).
BY ACCESSING OR USING THE SITE, YOU REPRESENT AND WARRANT THAT YOU WILL NOT USE THE SITE IF THE LAWS APPLICABLE TO YOU AND YOUR COUNTRY OF RESIDENCY AND/OR CITIZENSHIP PROHIBIT YOU FROM DOING SO IN ACCORDANCE WITH THESE TERMS.
OUR PERPETUAL POOLS CONTRACTS ARE NOT OFFERED TO PERSONS OR ENTITIES WITHIN TO THE UNITED STATES OF AMERICA (COLLECTIVELY, “US PERSONS”) OR ANY RESTRICTED TERRITORY (DEFINED BELOW). THIS INCLUDES IF THE PERSON OR ENTITY RESIDES IN, ARE CITIZENS OF, ARE LOCATED IN, ARE INCORPORATED IN, OR HAVE A REGISTERED OFFICE IN THE UNITED STATES OF AMERICA (COLLECTIVELY, “US PERSONS”) OR ANY RESTRICTED TERRITORY. THERE ARE NO EXCEPTIONS TO THESE RESTRICTIONS. IF YOU ARE A RESTRICTED PERSON OR ENTITY, PLEASE DO NOT ATTEMPT TO USE OUR PERPETUAL CONTRACTS, SITE OR SERVICES. ANY ATTEMPT TO USE A VIRTUAL PRIVATE NETWORK (“VPN”) TO CIRCUMVENT THE RESTRICTIONS IS PROHIBITED. PURSUANT TO APPLICABLE LAWS AND REGULATIONS, TRACER DAO RESERVES THE RIGHT TO SELECT ITS MARKETS AND JURISDICTIONS TO OPERATE IN AND MAY RESTRICT OR DENY THE USE OF THE SITE OR ANY PART THEREOF, IN CERTAIN COUNTRIES AT ITS DISCRETION.
These Terms govern your use of the Site and access to the factory; matching engine; smart contracts; decentralised applications; APIs and all other software that Tracer DAO has developed for entering into contracts. This includes perpetual swaps and perpetual pools contracts (collectively, the “Perpetual Contracts”) related to any asset with an ascertainable price feed, including cryptocurrencies, cryptographic tokens and other blockchain-based assets (collectively, “Assets”) (collectively, the “Services”). These Terms expressly cover your rights and obligations, and our disclaimers and limitations of legal liability, relating to your use of, and access to, the Site and the Services. Please note, that by clicking “I accept” (or a similar language) to these Terms, acknowledging these Terms and Conditions by other means, or otherwise accessing or using the Site or the Services, you accept and agree to be bound by and to comply with these Terms, including, without limitation, the mandatory arbitration provision in Section 15. If you do not agree to these Terms, then you must not access or use the Site or the Services.
Please carefully review the disclosures and disclaimers set forth in Section 12 before using any software developed by Tracer DAO. The information in Section 12 provides important details about the legal obligations associated with your use of the Services. By accessing or using the Site or the Services, you agree that Tracer DAO does not provide execution, settlement, or clearing services of any kind and is not responsible for the execution, settlement, or clearing of transactions automated through the Services.
We reserve the right, in our sole discretion, to modify these Terms from time to time. Notice of any changes will be provided. These notices may be provided through the Services or updating the “Last Updated” date at the top of these Terms. Unless our notice states otherwise, all modifications are effective immediately. Please note that your continued use of the Site and the Services after we provide that notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, then you must stop using the Site and the Services.
2.1 As a condition to accessing or using the Services or the Site, you represent and warrant to Tracer DAO the following:
2.2 As a condition to accessing or using the Services or the Site, you acknowledge, understand, and agree to the following:
2.3 As a condition to accessing or using the Services or the Site, you covenant to Tracer DAO the following, that:
Subject to your use of the Services, it is required that you pay all necessary fees for interacting with the Ethereum blockchain. This includes “gas” costs, and all other fees portrayed on the Site when you are using the Services. Please note that the fee information displayed on the Site reflects an estimation. Although we do attempt to provide accurate fee information, this may vary from the actual fees paid to use the Services and interact with the Ethereum blockchain.
In connection with your use of the Services, you are required to pay all fees necessary for interacting with the Ethereum blockchain, including “gas” costs, as well as all other fees reflected on the Site at the time of your use of the Services. Although we attempt to provide accurate fee information, fee information displayed on the Site reflect our estimates of fees, which may vary from the actual fees paid to use the Services and interact with the Ethereum blockchain.
All information provided in connection with your access and use of the Site and the Services is for informational purposes only and should not be construed as professional advice. You should not take, or refrain from taking, any action based on any information contained on the Site or any other information that we make available at any time, including, without limitation, blog posts, articles, links to third-party content, Discord content, Discourse posts, news feeds, newsletters, tutorials, tweets and videos. Before you make any financial, legal, or other decisions involving the Services, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate. These Terms are not intended to, and do not, create or impose any fiduciary duties on us. You further agree that the only duties and obligations that we owe you are those set out expressly in these Terms.
You may not use the Services to engage in the categories of activity set forth below (“Prohibited Uses”). The specific activities set forth below are representative, but not exhaustive, of the Prohibited Uses. If you are uncertain as to whether or not your use of the Services involves a Prohibited Use or have other questions about how these requirements apply to you, then please contact us at firstname.lastname@example.org. By using the Site or Services, you confirm that you will not use the Site or Services to do any of the following:
You hereby grant to us a royalty-free, fully paid-up, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, copy, modify, create derivative works of, display, perform, publish and distribute, in any form, medium, or manner, any content that is available to other users as a result of your use of the Site or the Services (collectively, “Your Content”), including, without limitation, for promoting Tracer DAO, its affiliates, the Services or the Site. You represent and warrant that (a) you own Your Content or have the right to grant the rights and licenses in these Terms; and (b) Your Content and our use of Your Content, as licensed herein, does not and will not violate, misappropriate or infringe on any third party’s rights.
7.1 The Site and the Services are governed by the most recent version of the open-source license commonly known as the “GNU General Public License v3.0” a copy of which (as it applies to the Site and the Services) can be found at https://www.gnu.org/licenses/gpl-3.0.en.html (as of the date these Terms were last updated) and any other applicable licensing terms for the Site and the Services in these Terms (collectively, the “Tracer DAO License”). You acknowledge that the Site or the Services may use, incorporate or link to certain open-source components and that your use of the Site or Services is subject to, and you will comply with any, applicable open-source licenses that govern any such open-source components (collectively, “Open-Source Licenses”). Without limiting the generality of the foregoing, you may not (a) resell, lease, lend, share, distribute, or otherwise permit any third party to use the Site or the Services; (b) use the Site or the Services for time-sharing or service bureau purposes; or (c) otherwise use the Site or the Services in a manner that violates the Tracer DAO License or any other Open-Source Licenses.
7.2 Excluding the open-source software described in Section 7.1 or third-party software that the Site or the Services incorporates, as between you and Tracer DAO, Tracer DAO owns the Site and the Services, including all technology, content, and other materials used, displayed, or provided on the Site or in connection with the Services (including all intellectual property rights subsisting therein), and hereby grants you a limited, revocable, transferable, license to access and use those portions of the Site and the Services that are proprietary to Tracer DAO.
7.3 The Services are non-custodial. When you use your Assets to engage with the Services, you retain control over your Assets at all times. The private key(s) which holds your Assets is the only private key(s) that can control the Assets that you use to engage with the Services.
The Services provide, or third parties may provide, links to other sites, applications, or resources. You acknowledge and agree that Tracer DAO are excluded from liability as to the availability of such external sites, applications or resources. and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Tracer DAO shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such site or resource.
We may, at our sole discretion, from time to time and with or without prior notice to you, modify, suspend or disable (temporarily or permanently) the Services, in whole or in part, for any reason whatsoever. Upon termination of your access, your right to use the Services will immediately cease. We will not be liable for any losses suffered by you resulting from any modification to any Services or from any modification, suspension, or termination, for any reason, of your access to all or any portion of the Site or the Services. Sections 4, 5, 6, 7, 8, 10, 11, 12, 13, 14, 15, 16 of these Terms will survive any termination of your access to the Site or the Services, regardless of the reasons for its expiration or termination, in addition to any other provision which by law or by its nature should survive.
10.1 Your use of the Services or interacting with the Site in any way, means that you represent and warrant that you understand the inherent risks associated with cryptographic systems and blockchain-based networks; cryptocurrencies, cryptographic tokens and other blockchain based-assets, including the usage and intricacies of native cryptographic tokens, like ether (ETH); smart contract-based tokens, such as those that follow the Ethereum Token Standard; and systems that interact with blockchain-based networks. Tracer DAO does not own or control any of the underlying software through which blockchain networks are formed. In general, the software underlying blockchain networks, including the Ethereum blockchain, is open source, such that anyone can use, copy, modify, and distribute it.
10.2 By using the Services, you acknowledge and agree (a) that Tracer DAO is not responsible for the operation of the software and networks underlying the Services, (b) that there exists no guarantee of the functionality, security, or availability of that software and networks, and (c) that the underlying networks are subject to sudden changes in operating rules, such as those commonly referred to as “forks,” which may materially affect the Services. Blockchain networks use public/private key cryptography. As Tracer DAO does not have access to your private keys you alone are responsible for securing your private key(s). Losing control of your private key(s) will permanently and irreversibly deny you access to Assets on the Ethereum blockchain or other blockchain-based network. Neither Tracer DAO nor any other person or entity will be able to retrieve or protect your Assets. If your private key(s) are lost, then you will not be able to transfer your Assets to any other blockchain address or wallet. If this occurs, then you will not be able to realise any value or utility from the Assets that you may hold.
10.3 The Services and your Assets could be impacted by one or more regulatory inquiries or regulatory actions, which could impede or limit the ability of Tracer DAO to continue to make available its proprietary software and, thus, could impede or limit your ability to access or use the Services.
10.4 You acknowledge and understand that cryptography is a progressing field with advances in code cracking or other technical advancements, such as the development of quantum computers, which may present risks to Assets and the Services, and could result in the theft or loss of your Assets. To the extent possible, we intend to update Tracer DAO-developed smart contracts related to the Services to account for any advances in cryptography and to incorporate additional security measures necessary to address risks presented from technological advancements, but that intention does not guarantee or otherwise ensure full security of the Services.
10.5 You understand that the Ethereum blockchain remains under development, which creates technological and security risks when using the Services in addition to uncertainty relating to Assets and transactions therein. You acknowledge that the cost of transacting on the Ethereum blockchain is variable and may increase at any time causing impact to any activities taking place on the Ethereum blockchain, which may result in price fluctuations or increased costs when using the Services.
10.6 You acknowledge that the Services are subject to flaws and that you bear the sole responsibility for evaluating any code provided by the Services or Site. This warning and others Tracer DAO provides in these Terms, in no way represents an on-going duty to alert you to all of the potential risks of utilising the Services or accessing the Site.
10.7 Although we intend to provide accurate and timely information on the Site and during your use of the Services, the Site and other information available when using the Services may not always be entirely accurate, complete, or current and may also include technical inaccuracies or typographical errors. To continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including, without limitation, information regarding our policies. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Site or as part of the Services are your sole responsibility. No representation is made as to the accuracy, completeness, or appropriateness for any particular purpose of any pricing information distributed via the Site or otherwise when using the Services. Prices and pricing information may be higher or lower than prices available on platforms providing similar services.
10.8 Any use or interaction with the Services requires a comprehensive understanding of applied cryptography and computer science to appreciate the inherent risks, including those listed above. You represent and warrant that you possess relevant knowledge and skills. Any reference to a type of Asset on the Site or otherwise during the use of the Services does not indicate our approval or disapproval of the technology on which the Asset relies, and should not be used as a substitute for your understanding of the risks specific to each type of Asset.
10.9 Use of the Services, in particular entering into Perpetual Contracts, may carry financial risk. The Services are, by their nature, highly experimental, risky, and volatile. Transactions entered into in connection with the Services are irreversible, final and there are no refunds. You acknowledge and agree that you will access and use the Site and the Services at your own risk. The risk of loss of Assets in connection with the Services, especially using Perpetual Contracts, can be substantial. You should, carefully consider whether such transactions are suitable for you in light of your circumstances and financial resources. By using the Services:
10.10 We must comply with Applicable Law, which may require us to, upon request by government agencies, take certain actions or provide information, which may not be in your best interests.
10.11 You hereby assume, and agree that Tracer DAO will have no responsibility or liability for, the risks set forth in this Section 10. You hereby irrevocably waive, release and discharge all claims, whether known or unknown to you, against Tracer DAO, its members, its service providers, its affiliates, and their respective shareholders, employees, directors, agents, service providers and representatives, suppliers, and contractors related to any of the risks set forth in this Section 10.
You will defend, indemnify, and hold harmless Tracer DAO, its members, its service providers, its affiliates, and their respective shareholders, employees, directors, agents, service providers and representatives, suppliers, and contractors (collectively, “Indemnified Parties”) from any claim, demand, lawsuit, action, proceeding, investigation, liability, damage, loss, cost or expense, including without limitation reasonable legal fees, arising out of or relating to (a) your use of, or conduct in connection with, the Site or the Services; (b) Assets associated with your Ethereum address; (c) any feedback or user content you provide to Tracer DAO, if any, concerning the Site or the Services; (d) your violation of these Terms; or (e) your infringement or misappropriation of the rights of any other person or entity. If you are obligated to indemnify any Indemnified Party, Tracer DAO (or, at its discretion, the applicable Indemnified Party) will have the right, in its sole discretion, to control any action or proceeding and to determine whether Tracer DAO wishes to settle, and if so, on what terms, and you agree to corporate with Tracer DAO in the defense.
12.1 Tracer DAO develops open-source software. Tracer DAO does not operate an Asset or derivatives exchange platform or offer trade execution or clearing services and, therefore, has no oversight, involvement, or control concerning your transactions using the Services. All transactions between users of Tracer DAO-developed open-source software are executed peer-to-peer directly between the users’ Ethereum addresses through a smart contract. You are responsible for complying with all Applicable Laws that govern your use of the Services, including, but not limited to, the regulations promulgated thereunder by the Australian Securities and Investments Commission (“ASIC”), the U.S. Commodity Futures Trading Commission (“CFTC”), the federal securities laws and the regulations promulgated thereunder by ASIC, the U.S. Securities and Exchange Commission (“SEC”) and all foreign Applicable Laws. For this reason, no US Person may enter into Perpetual Contracts using the Services.
12.2 You understand that Tracer DAO is not registered or licensed by ASIC, SEC, or any financial regulatory authority. No financial regulatory authority has reviewed or approved the use of the Tracer DAO-developed open-source software. The Site and the Tracer DAO-developed open-source software do not constitute advice or a recommendation concerning any commodity, security, or other Asset or instrument. Tracer DAO is not acting as an investment adviser or commodity trading adviser to any person or entity.
12.3 Tracer DAO does not own or control the underlying software protocols that are used in connection with Perpetual Contracts. In general, the underlying protocols are open source and anyone can use, copy, modify, and distribute them. Tracer DAO is not responsible for the operation of the underlying protocols, and Tracer DAO makes no guarantee of their functionality, security, or availability.
12.4 To the maximum extent permitted under Applicable Law, the Site and the Services (and any of their content or functionality) provided by or on behalf of us are provided on an “AS IS” and “AS AVAILABLE” basis, and we expressly disclaim, and you hereby waive, any representations, conditions or warranties of any kind, whether express or implied, legal, statutory or otherwise, or arising from statute, otherwise in law, course of dealing, or usage of trade, including, without limitation, the implied or legal warranties and conditions of merchantability, merchantable quality, quality or fitness for a particular purpose, title, security, availability, reliability, accuracy, quiet enjoyment and non-infringement of third party rights. Without limiting the foregoing, we do not represent or warrant that the Site or the Services (including any data relating thereto) will be uninterrupted, available at any particular time, or error-free. Further, we do not warrant that errors in the Site or the Service are correctable or will be correctable.
12.5 You acknowledge that your data on the Site 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.
12.6 The disclaimer of implied warranties contained herein may not apply if and to the extent such warranties cannot be excluded or limited under the Applicable Law of the jurisdiction in which you reside.
In no event shall Tracer DAO, its members, its service providers, its affiliates, and their respective shareholders, employees, directors, agents, service providers and representatives, suppliers, and contractors (collectively, the “Risk Limited Parties”) be liable for any incidental, indirect, special, punitive, consequential or similar damages or liabilities whatsoever (including, without limitation, damages for loss of fiat, assets, data, information, revenue, opportunities, use, goodwill, profits or other business or financial benefit) arising out of or in connection with the Site and the Services, any execution or settlement of a transaction, any performance or non-performance of theServices, your Assets, Perpetual Contracts or any other product, service or other item provided by or on behalf of Tracer DAO, whether under contract, tort (including negligence), civil liability, statute, strict liability, breach of warranties, or under any other theory of liability, and whether or not we have been advised of, knew of or should have known of the possibility of such damages and notwithstanding any failure of the essential purpose of these Terms or any limited remedy hereunder nor is Tracer DAO in any way responsible for the execution or settlement of transactions between users of the Services.
In no event shall Tracer DAO’s aggregate liability (together with its members, its service providers, its affiliates, and their respective shareholders, employees, directors, agents, service providers and representatives, suppliers, and contractors) arising out of or in connection with the Site and the Services (and any of their content and functionality), any performance or nonperformance of the Services, your Assets, Perpetual Contracts or any other product, service or other item provided by or on behalf of Tracer DAO, whether under contract, tort (including negligence), civil liability, statute, strict liability or other theory of liability exceed the amount of fees paid by you to Tracer DAO under these Terms, if any, in the twelve (12) month period immediately preceding the event giving rise to the claim for liability.
15.1 Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Tracer DAO and limits how you can seek relief from Tracer DAO. Also, arbitration precludes you from suing in court or having a jury trial.
15.2 You and Tracer DAO agree that any dispute arising out of or related to these Terms or the Services is personal to you and Tracer DAO, and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action, or any other type of representative proceeding.
15.3 You and Tracer DAO waive your rights to a jury trial and to have any dispute arising out of or related to these Terms or the Services resolved in court. Instead, for any dispute or claim that you have against Tracer DAO (together with its members, its service providers, its affiliates, and their respective shareholders, employees, directors, agents, service providers and representatives, suppliers, and contractors) or relating in any way to the Services, you agree to first contact Tracer DAO and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to Tracer DAO by email at email@example.com. The Notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the claim; and (c) set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and Tracer DAO cannot reach an agreement to resolve the claim within thirty (30) days after such Notice is received, then either party may submit the dispute to binding arbitration.
15.4 The arbitrator, Tracer DAO, and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including, but not limited to, all information gathered, prepared, and presented for purposes of the arbitration or related to the dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.
15.5 You and Tracer DAO agree that for any arbitration you initiate, you will incur the filing fee and all other costs. For any arbitration initiated by Tracer DAO, Tracer DAO will incur all fees and costs.
15.6 Any claim arising out of, or related to these Terms or the Services, must be filed within one year after such claim arose; otherwise, the claim is permanently barred, which means that you and Tracer DAO will not have the right to assert the claim.
15.7 If any portion of this Section 15 is found to be unenforceable or unlawful for any reason; (a) the unenforceable or unlawful provision shall be severed from these Terms; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section 15 or the parties’ ability to compel arbitration of any remaining claims on an individual basis under this Section 15; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed, pending the outcome of any individual claims in arbitration. Further, if any part of this Section 15 is found to prohibit an individual claim seeking public injunctive relief, then that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 15 will be enforceable.
16.2 You consent to receive all communications, agreements, documents, receipts, notices, and disclosures electronically (collectively, our “Communications”) that we provide in connection with these Terms or any Services. You agree that we may provide our Communications to you by posting them on the Site or by emailing them to you at the email address you provide in connection with using the Services, if any. You should maintain copies of our Communications by printing a paper copy or saving an electronic copy. You may also contact us with questions, complaints, or claims concerning the Services at firstname.lastname@example.org.
16.3 Any right or remedy of Tracer DAO set forth in these Terms is in addition to, and not in lieu of, any other right or remedy whether described in these Terms, under Applicable Law, at law, or in equity. The failure or delay of Tracer DAO in exercising any right, power, or privilege under these Terms shall not operate as a waiver thereof.
16.4 The invalidity or unenforceability of any of these Terms shall not affect the validity or enforceability of any other of these Terms, all of which shall remain in full force and effect.
16.5 We do not bear liability for any failure or delay in performance of the Site or any of the Services, or any loss or damage that you may incur, due to any circumstance or event beyond our control. This includes, but is not limited to, extraordinary weather conditions, earthquake, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, or equipment or software malfunction.
16.6 You may not assign or transfer any right to use the Site or the Services, or any of your rights or obligations under these Terms, without our express prior written consent, including by operation of law or in connection with any change of control. We may assign or transfer any or all of our rights or obligations under these Terms, in whole or in part, without notice or obtaining your consent or approval.
16.7 Headings of sections are for convenience only and shall not be used to limit or construe such sections.
16.8 These Terms contain the entire agreement between you and Tracer DAO, and supersede all prior and contemporaneous understandings between the parties regarding the Site and the Services.
16.9 In the event of any conflict between these Terms and any other agreement you may have with us, these Terms will control unless the other agreement specifically identifies these Terms and declares that the other agreement supersedes these Terms.
16.10 You agree that, except as otherwise expressly provided in this Agreement, there shall be no third-party beneficiaries to the Agreement other than the Indemnified Parties.