Terms and Conditions

As of March 1^st, 2024

PLEASE CAREFULLY READ THESE TERMS AND CONDITIONS BEFORE MAKING ANY DECISION TO PURCHASE TOKENS OR NFTS USING OUR PLATFORM AND ACCEPT THEM AS THEY AFFECT YOUR OBLIGATIONS AND LEGAL RIGHTS, INCLUDING, BUT NOT LIMITED TO, WAIVERS OF RIGHTS AND LIMITATIONS OF LIABILITY. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS OR IF YOU ARE A PROHIBITED PERSON, OR FROM A PROHIBITED JURISDICTION, THEN YOU ARE NOT PERMITTED TO PURCHASE THE TOKENS OR THE NFTS, OR TO PARTICIPATE IN ANY SERVICE PROVIDED BY THE PLATFORM.

1. Introduction

1.1 Welcome to BeFi Labs! This document outlines the terms and conditions ("Terms") governing your access and use of our platform, including our website, mobile applications, associated interfaces, and any related services (collectively, the "Platform"). The platform is owned by BeFi Labs Ltd, having its residential address at Beachmont Business Centre, Suite 418, Kingstown, Saint Vincent and the Grenadines. By accessing or using the Platform, you agree to be bound by these Terms. If you disagree with any part of these Terms, please do not access or use the Platform.

We retain the sole discretion to modify these Terms periodically. Changes will be notified, such as through the Services or by updating the "Last Updated" date in these Terms. Unless stated otherwise, modifications are effective immediately, and continued use of the Site and Services post-notice confirms acceptance. If you disagree with amended Terms, cease using the Site and Services.

1.2 General Disclaimer. To the maximum extent permitted by applicable law, we exclude all representations, warranties and conditions relating to our website and the use of our website. Nothing in this disclaimer will:

• limit or exclude the Company’s liability for misinterpretation of the information presented on the website;
• limit any of the Company’s liabilities in any way that is not permitted under applicable law;

Our Crypto Services carry a high level of knowledge and risk, and can result in losses. The high level of risk means our Services are not suitable for everyone. If you are in any doubt, you should seek independent advice.

By purchasing tokens from our exchange or from any other person you acknowledge that you have fully read, understand, and irrevocably accept and agree to be bound by these Terms and Conditions. You must also monitor the website for any announcements from the company as they may add to, or change, these Terms and Conditions from time to time.

Tokens do not represent or confer any ownership right or stake, share, or equivalent rights, or any right to receive Intellectual Property rights in or relating to the project, the Company, or any affiliate of the Company. The tokens are not intended to be or to represent a stock, a loan contract, a commodity, a currency, a share, an instrument creating or acknowledging indebtedness, an instrument giving entitlements to securities, a certificate representing certain securities, an option, a future or a contract for difference in any permitted jurisdictions.

By submitting a communication, an application to request information or by getting involved in any legal/contractual manner with the project, you confirm:

• that you have read the Disclaimer and all the documents supplied to you in connection with the Services and that you fully agree to them;
• that you understand and agree that our relationship may be amended from time to time, in which case you automatically agree to such modifications

2. Definitions

2.1 For clarity and consistency, certain key terms used throughout these Terms are defined as follows:

Applicable Law: any law, rule, statute, subordinate legislation, regulation, by-law order, ordinance, protocol, code, guideline, treaty, policy, notice, direction or judicial, arbitral, administrative, ministerial or departmental judgement, award, decree, treaty, directive, or other requirement or guideline published or in force at any time which applies to or is otherwise intended to govern or regulate any person (including all parties to this Terms), property, transaction, activity, event or other matter, including any rule, order, judgement, directive or other requirement or guideline issued by any governmental or regulatory authority;

Digital Assets: Any digital representation of value, including but not limited to cryptocurrencies, tokens, and non-fungible tokens (NFTs).

Governmental Authority: any nation or government, any state or other political subdivision thereof, any entity exercising legislative, judicial, or administrative functions of or pertaining to government, including, without limitation, any government authority, agency, department, board, commission or instrumentality, and any court, tribunal or arbitrator(s) of competent jurisdiction, and any self-regulatory organisation.

Restricted Jurisdictions: Any country, territory or Jurisdiction where access to or use of the Platform is prohibited due to regulatory restrictions.

Restricted Person: any such Person that is:

• a User unable to pass the whitelisting requirements as may be determined by the Company from time to time in its sole and absolute discretion;
• a citizen or resident of, located in, or a legal entity formed or incorporated within or subject to the Laws of, a Prohibited Jurisdiction (irrespective of whether the use of a virtual private network or other technical workarounds to affect such transaction and avoid detection within a Prohibited Jurisdiction);
• a person identified as a terrorist organization on any other relevant lists maintained by any Governmental Authority;
• a person acting, directly or indirectly, in contravention of any Applicable Law;
• a person in any manner limited or prohibited (or that requires licensing registration, or approval of any kind) from the purchasing, possessing, transferring, using, or otherwise conducting a transaction involving any number of Tokens under Applicable Law;
• a person that has been involved at any time in any type of activity associated with money laundering or terrorist financing or any other applicable anti-corruption or anti-bribery statute or has been subject to any investigation or sanction by, or a request for information from, any Governmental Authority relating to money laundering, terrorist financing, corruption or bribery in any jurisdiction or under any Applicable Law; or

Services: The features and functionalities offered by the Platform, including trading, transferring, and managing Digital Assets, as well as any of the services described on our website at any given time, which are made available through the website, third party platform or directly to select collaborators and users, and subject to this agreement;

User: Any individual or entity accessing or using the Platform.

These Terms, along with any expressly incorporated documents and additional terms, which may include other terms and conditions or agreements posted or made available by BeFi Labs Ltd. ("BeFi Labs," "we," "us," and "our"), govern your use and access to BeFi Labs’s websites, including www.befilabs.com, web applications, mobile applications, associated sites, and interfaces linked by BeFi Labs or its affiliates, application programming interfaces ("APIs"), and source code.

3. Eligibility

3.1 BeFi Labs provides a platform for the trading of BRC20 tokens and Bitcoin ordinals. The platform integrates with MetaMask and other wallets, facilitating instantaneous and zero to low fees trading of BRC20 tokens.

3.2. BeFi Labs does not own or control the underlying software protocols of the BRC20 tokens or Bitcoin ordinals. The functionality, security, or availability of these protocols are not guaranteed.

3.3. BeFi Labs’ platform is designed to address the challenges of wallet limitations, high fees, and slow transactions in the Web3 and BRC20 ecosystem. However, BeFi Labs does not guarantee the elimination of these challenges and disclaims liability for any losses resulting from these challenges.

3.4 To access and use the Platform, you must:

• Be of legal age in your jurisdiction.
• Have the legal capacity to enter into binding contracts
• Not be a resident, national, or agent of a Restricted Jurisdiction.
• Not be on any sanctions list maintained by relevant authorities
• Not intend to transact with Restricted Persons, Restricted Jurisdictions, or individuals on sanctions lists.
• Not be using a VPN software to circumvent regional restrictions.
• Agree to comply with all applicable laws and regulations when using the Platform.

4. Services Offered by BeFi Labs

BeFi Labs offers a suite of innovative services designed to simplify and enhance your experience with Digital Assets on the Bitcoin Chain:

4.1 Zero to low Fees Trading: BeFi Labs aims to provide zero to low fees trading. However, users may still be responsible for network fees, such as gas costs, associated with their wallet or the underlying blockchain protocols. So, unlike traditional platforms, BeFi Labs empowers you to trade BRC20 tokens and Ordinals without incurring any gas fees, taker fees, or even maker fees. This means you keep more of your profits and enjoy a cost-effective trading experience. Nevertheless, in utilizing the Services, you must pay all fees for interacting with blockchain networks, including gas costs, and other fees reflected on the website. BeFi Labs neither controls nor receives these fees, and fee information is an estimate that may vary from actual fees paid.

4.2 Instantaneous Transactions: BeFi Labs prioritizes speed and efficiency. Transactions are processed almost instantaneously, eliminating the delays and frustration associated with slow block confirmations. You can react to market opportunities swiftly and confidently.

4.3 Wallet Integration: BeFi Labs seamlessly integrates with popular wallets like MetaMask, allowing you to trade directly from your existing wallet environment. This eliminates the need to transfer funds or create new accounts, providing a convenient and familiar trading experience.

4.4 Access to a Wide Range of Digital Assets: BeFi Labs offers access to a diverse selection of BRC20 tokens and Ordinals. You can explore and trade a variety of assets to suit your investment strategies and interests.

4.5 Cross-Chain Compatibility: BeFi Labs facilitates seamless transfers of funds from popular networks like Ethereum, Binance Smart Chain, and Solana, etc. This allows you to easily move your assets and participate in the BRC20 and Ordinals markets without encountering interoperability challenges.

4.6 Enhanced DEX Experience: BeFi Labs leverages the power of Decentralized Exchanges (DEXs) while offering a user-friendly and centralized exchange-like interface. This unique combination provides the benefits of both worlds, giving you control over your assets while ensuring a smooth and familiar trading experience.

Please note: This section provides a general overview of the services offered by BeFi Labs. Specific features, functionalities, and asset availability may be subject to change. Refer to the BeFi Labs website for the most up-to-date information.

5. Prohibited Uses

5.1 You agree not to use the Platform for any purpose that is:

• Illegal or violates any applicable laws or regulations.
• Infringes on the intellectual property rights of others.
• Disruptive to the Platform or its operations
• Fraudulent or misleading.
• In violation of these Terms.

5.2 Services and related offerings are not available to, and must not be utilised by:

Individuals or entities residing in, citizens of, located in, incorporated in, or with a registered office in any Restricted Jurisdiction, as defined below. Each such individual or entity from a Restricted Jurisdiction is referred to as a "Restricted Person."

Individuals or entities residing in, citizens of, located in, incorporated in, or with a registered office in the United States of America, regarding the trading of perpetual contracts. Each such individual or entity from the United States of America is a "US Person."

Individuals or entities residing in, citizens of, located in, incorporated in, or with a registered office in the United Kingdom, unless such individuals or entities qualify as "Investment Professionals" per Article 19(5) of the United Kingdom’s Financial Services and Markets Act 2000 (Financial Promotion) Order 2005. Each such individual or entity from the United Kingdom is a "UK Person."

No exceptions will be made. Therefore, if you are a Restricted Person, a US Person seeking to trade perpetual contracts, or a UK Person who is not an Investment Professional, refrain from attempting to use Befilabs.com or any associated services. The use of a Virtual Private Network ("VPN") is prohibited unless you consent to a browser location check when prompted, allowing verification that you are not in the United States (for trading perpetual contracts), the UK (unless an Investment Professional), or a Restricted Jurisdiction. The use of any other means intended to circumvent the specified restrictions is strictly prohibited.

5.3 Other Restricted Jurisdictions are: Canada, North Korea, Pakistan, Syria, Iran, the Russian Federation and Belarus.

6. Risks and Disclosures

6.1 You acknowledge and understand the inherent risks associated with using the Platform, including:

• The volatility and unpredictability of the cryptocurrency market.
• The risk of loss of your Digital Assets due to hacks, technical failures, or other unforeseen circumstances.
• The regulatory uncertainty surrounding cryptocurrencies and blockchain technology.
• The risk of human error when using the Platform.

6.2 You are solely responsible for conducting your own research and due diligence before using the Platform. BeFi Labs does not offer investment advice or recommendations.

6.3 The information provided on the Platform is for informational purposes only and should not be considered a substitute for professional advice. You should always seek independent legal, financial, and tax advice before making any decisions related to your use of the Platform.

7. User Content

7.1 You are solely responsible for any content you upload or submit to the Platform ("User Content"). You grant BeFi Labs a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, distribute, and display your User Content in connection with the operation of the Platform.

7.2 You represent and warrant that you have all necessary rights and permissions to grant the licenses set forth in this Section 6.

8. Intellectual Property Rights

8.1 The Platform and all its content, including but not limited to text, graphics, logos, images, and software, are protected by intellectual property laws. You agree not to copy, modify, distribute, or otherwise infringe upon any of BeFi Labs' intellectual property rights.

8.2 The User hereby acknowledges and agree that we own the intellectual property rights for the website, the logo, the platform, the project in its entirety, for all present and future materials and services, including, but without limitation to, copyrights, patents, trademarks, and trade secrets, works, images, pictures, dialogues, music, sounds, videos, documents, drawings, figures, logos and any other material published on https://befilabs.com/, including menus, web pages, graphics, colors, schemes, tools, the website's fonts and design, diagrams, layouts, methods, processes, functions and software which are part of https://befilabs.com/, and are protected by copyright and by all other intellectual property rights.

8.3 The User's possession, access, and use of our services do not transfer to the User, or to any third party, any rights, title, or interest in or to such intellectual property rights.

8.4 The User must not, without prior written our consent:

• Republish material from https://befilabs.com/
• Sell, rent or sub-license material from https://befilabs.com/
• Reproduce, duplicate or copy material from https://befilabs.com/
• Redistribute content from https://befilabs.com/

8.5 The User may, for their own personal, non-commercial use only, do the following:

• retrieve, display and view the content on a computer screen.
• print one copy of the content

9. Disclaimers and Warranties

9.1 THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR SECURITY.

9.2 BEFI LABS DOES NOT WARRANT THAT THE PLATFORM WILL BE ERROR-FREE, UNINTERRUPTED, OR SECURE.

9.3 BEFI LABS DISCLAIMS ALL LIABILITY FOR ANY DAMAGES ARISING FROM YOUR USE OF THE PLATFORM, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES.

9.3 Auctions; Sellers. Use of BeFi Labs for token auctions binds you to these Terms. BeFi Labs disclaims fiduciary duties and liabilities, and users indemnify and hold harmless for claims related to auctions. No guarantees are made regarding auction outcomes, and BeFi Labs reserves the right to cancel auctions without obligation or liability.

9.4. Auctions; Buyers. Use of BeFi Labs for token purchases at auctions binds you to these Terms. Similar to sellers, BeFi Labs disclaims fiduciary duties and liabilities and holds users harmless for claims related to auctions. No guarantees are made regarding outcomes, and BeFi Labs reserves the right to cancel auctions without obligation or liability.

9.5 You understand that the Befi Labs software is parietal, an open-source technology that is not registered or approved by any financial regulatory body. No financial authority has reviewed or sanctioned the Befi Labs platform and software, and the system does not constitute investment or trading advice. In offering trading capabilities, Befi Labs does not provide personalised recommendations or endorse any particular trading strategies or parameters as appropriate for you. You remain solely responsible for carefully evaluating whether and how to utilise trading based on your own investment goals, risk tolerance, and financial circumstances. Befi Labs makes no representations regarding trading outcomes and disclaims liability for any losses arising from your use of this platform. You should prudently assess if trading aligns with your philosophy and evaluate potential risks before enabling this capability.

10. Force Majeure

10.1 If the use and execution of the Services are wholly or partly prevented or materially impeded by circumstances beyond the parties’ control, both parties’ obligations are suspended for as long as the circumstances are relevant and as long as these circumstances last. Each party may, however, terminate the Agreement if the force majeure makes it particularly burdensome for that party to continue the Agreement.

10.2 In the event that law, rules or regulations applicable to the use or delivery of the Services is changed or new rules or regulations are adopted after the Services have been made available on the market and this prevents us from fulfilling the User’s instructions regarding processing of personal data or other obligations in this Agreement, and/or this requires full or partial termination of access to the Services for a limited or indefinite period of time, this shall be considered as a force majeure circumstance. We are in no way responsible for any such or other force majeure circumstance.

11. Indemnification. Limitation of Liability

11.1 You agree to defend, indemnify, and hold harmless BeFi Labs and its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, demands, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to your use of the Platform or your violation of these Terms.

11.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BEFI LABS' TOTAL LIABILITY TO YOU FOR ANY DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE PLATFORM SHALL BE LIMITED TO THE AMOUNT OF FEES PAID BY YOU TO BEFI LABS IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

12. Governing Law. Dispute Resolution

11.1 Governing Law and Jurisdiction

These Terms and Conditions, and any disputes arising out of or relating to them or your use of the Platform, shall be governed by and construed in accordance with the laws of Saint Vincent and the Grenadines, without regard to its conflict of law provisions.

11.2 Exclusive Jurisdiction

The courts of Saint Vincent and the Grenadines shall have exclusive jurisdiction over any dispute arising out of or relating to these Terms or your use of the Platform. You hereby agree to submit to the exclusive jurisdiction of these courts.

13. Severability

13.1 If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

14. Entire Agreement

14.1 These Terms constitute the entire agreement between you and BeFi Labs with respect to the subject matter hereof and supersede all prior or contemporaneous communications, representations, or agreements, whether oral or written.

15. Changes to these Terms

15.1 BeFi Labs reserves the right to modify these Terms at any time, with or without prior notice. We will notify you of any changes by posting the updated Terms on the Platform. Your continued use of the Platform after the posting of any changes constitutes your acceptance of the updated Terms.

16. Contact Us

16.1 If you have any questions about these Terms, please contact us at [email protected].

17. Final Clauses

17.1 BeFi Labs is not a registered broker-dealer, investment advisor, or financial institution.

17.2 The Platform does not offer margin trading or other financial products that are regulated by financial authorities.

17.3 BeFi Labs does not endorse or recommend any specific Digital Assets.

17.4 A non-US affiliate engages in Digital Asset trading, receiving fees, and participating in market-making incentive programs without access to unique trading information. BeFi Labs and its affiliates disclaim any unfair advantage over other users.

17.5 Transfer of Services. The User is not entitled to transfer all or part of the right to use the Services to another entity. We may fully or partially transfer its rights and obligations under the Agreement to subsidiaries or other companies within the same group, hereunder use these as sub-contractors, provided that this is done in such a manner that it is ensuring compliance with the obligations under all relevant data protection laws from the User’s perspective.

18. Risk Acknowledgement

18.1 BY ACCESSING AND USING THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS AND AGREE TO BE BOUND BY THEM. YOU ALSO ACKNOWLEDGE AND UNDERSTAND THE RISKS ASSOCIATED WITH USING THE PLATFORM AND AGREE TO USE IT AT YOUR OWN RISK.