Before you proceed, please take a moment to review and accept the following Terms and Conditions.
Terms and Conditions
A. Acumen DeFi
1. By participating in DeFi Investing with Acumen, you acknowledge that you have read, understood, and accepted all of the terms and conditions in these DeFi Terms and Conditions, and acknowledge and agree that you will be bound by and will comply with these DeFi Terms and Conditions. If you do not understand and accept these DeFi Staking Terms in their entirety, you should not participate.
B. Relationship with Acumen
2. You understand and agree that by electing to participate in DeFi with Acumen:
(i) Acumen has the authority to put your Digital Assets or fiat currency into contracts with and owned by Applicable Networks; (ii) once this is done, your Digital Assets may no longer be held with Acumen. Consequently, Acumen may have no regulatory control over those assets; (iii) Applicable Networks may use leverage of the digital assets that are received from Acumen at their sole discretion. Applicable Networks may include related enterprises where Acumen or its shareholders or directors may have an equity stake or management control; and (iv) Applicable Networks, at their sole discretion, may place limits on withdrawals per quarter or all together to assure orderly functioning of the investment portfolio.
3. Acumen DeFi Services provides you, among other things, with:
a. A means by which you are able to participate in Projects; and,
b. An income stream, where you will receive DeFi Rewards at a frequency agreed with Acumen and determined by the Project.
4. In consideration for providing you with Services in these DeFi Staking Terms, Acumen may charge Fees, as well as margin, trading and transaction costs.
C. How to participate in DeFi with Acumen?
5. When you Subscribe to a DeFi Public Offering, you will be prompted to agree with some or all of the following terms on the Platform:
a. The Duration of the Investment;
b. The Applicable Network;
c. The Digital Assets that will be invested;
d. The DeFi Reward;
e. The Reward Calculation Frequency;
f. Whether you can Early Redeem; and
g. The Reward Currency.
6. Acumen may specify:
a. A minimum amounts of Digital Assets that are required to Subscribe to a DeFi Public Offering; and/or
b. Any Subscription Limits.
D. Dealing with Digital Assets
7. When you Subscribe, you instruct Acumen or an Acumen Operator, agent or affiliate to transfer your Digital Assets to a DeFi Project.
8. Digital Assets will be returned to your Spot Account two days after the Settlement Date, unless you have elected to Reinvest automatically. The time between the Settlement Date and when your Digital Assets are returned to your Spot Account do not form part of the Duration of the Investment. You do not earn DeFi Rewards during this time.
E. DeFi Rewards
9. DeFi Rewards:
a. A start accruing from the day the funds are received in the account of the Applicable Network but generally 72 business hours after you Subscribe and the Defi Pool has closed (i.e. Cloture of the Defi Pool). Once the funds have been received by the Applicable Network, the Defi Rewards will accrue from the day to day and will be calculated on the basis of the number of days elapsed and a 365-day year. You do not earn any Defi Rewards until the Defi Pool has closed and confirmation of receipt of the funds by the Applicable Network;
b. Will be distributed to your Account depending on the lock up period and the receipt of payments from the Applicable Network is received the Reward Calculation Day runs, between 00:00 UTC to 08:00 UTC. For example, this means that if the Reward Frequency Calculation is conducted daily, DeFi Rewards will not be distributed to your Account until the third day after the funds are received from the Applicable Network;
c. Is applied each day to Digital Assets only, and not to any DeFi Rewards;
d. Is distributed in a Reward Currency specified on the Website at the time of Subscription;
e. Are calculated by reference to the DeFi Rate;
f. May be subject to Fees and a margin; and
g. Are rounded down to 8 decimal places.
10. The DeFi Rate is published on the Website, and may change from time to time.
11. Acumen does not guarantee that you will receive Rewards at the DeFi Rate shown at the time you Subscribe. Any representation concerning possible return at the time you Subscribe (i) is an estimate only and not guaranteed, (ii) is based on the DeFi Rate, which may change.
F. Automatic Reinvesting
12. You elect to automatically Subscribe to a new DeFi Public Offering at the Settlement Date using the Digital Assets and DeFi Rewards from the preceding DeFi Public Offering (Automatic Reinvesting).
13. The new DeFi Public Offering will have the same Duration, Applicable Network, Reward Calculation Frequency, and Reward Currency as the preceding DeFi Public Offering.
14. DeFi Rewards begin to accrue from the day that you Automatically Reinvest.
15. You can amend your Automatic Reinvesting Instructions at any time up before 23:50 UTC on the day before the Settlement Date of the preceding Settlement Offer.
16. Acumen reserves the right not to act on your Instructions to Automatically Reinvest. It may refuse to act on these Instructions for any reason, including but not limited to, that the Subscription Limit for a DeFi Public Offering has been reached.
G. Early Redemption
17. Acumen may, in its sole discretion, permit you to Early Redeem. Your right to Early Redeem may be withdrawn at any time.
18. If you Early Redeem your Digital Assets before the Settlement Date, you:
a. are not entitled to any Reward; and
b. authorize Acumen to deduct all DeFi Rewards arising from your Subscription, from your Digital Assets.
19. Should you Early Redeem, it may take up to 72 hours before the Digital Assets are returned to your Spot Account.
H. Risks & Liability
20. In addition to the risks identified in a specific Defi Project, you must also consider carefully all the risks arising out of participating in a DeFi Public Offering, including but not limited to:
a. the risk that the Digital Assets you used to Subscribed may be lost because, among other things:
i. you are putting your Digital Assets directly into smart contracts that are then transferred to Applicable Networks and not controlled by Acumen;
ii. Digital Assets are outside of Acumen’s control and Acumen cannot guarantee the return of Digital Assets; and
iii. events may occur at the protocol level (including, but not limited to, hacks, exploits, or poor economic models), which is outside of Acumen’s control;
b. the inherent risks of each DeFi Project, including, but not limited to, the rules of the smart contract, the protocol, and the use of your Digital Assets; and
c. whether the Applicable Network suspends, discontinues, and terminates its business, closes down, suspends, or stops trading.
I. Placing a stop or suspension on, or canceling your access
22. Acumen may stop, suspend or cancel your access to the Platform, impose limits to your Acumen accounts, suspend or cancel your ability to participate in DeFi Public Offering, or delay certain transactions where:
a. you do not provide additional information to verify your identity or source of funds as requested by Acumen;
b. Acumen is required to do so by court order, to comply with any Applicable Laws (including anti-money laundering or sanctions laws);
c. Acumen is required to do so to comply with any direction or instruction from a government body or agency;
d. Acumen reasonably determines that any information you have provided to Acumen is wrong, untruthful, outdated or incomplete; or
e. you do not provide additional information that we request to our reasonable satisfaction or in a timely manner.
J. Account information and transaction records
23. You may be able to view your account history on the Acumen digital platform. You must review your account history carefully and let Acumen know if you see any entries or transactions that you do not recognize or you think are incorrect as soon as possible, and within 14 days after the date that your account history is provided or made available to you.
24. We may rectify any error in your account history at any time, and reserve the right to void or reverse any transaction:
a. involving or deriving from a manifest error (that is, any error, omission or misquote whether an error of Acumen or any third party which is manifest or palpable, including a misquote by any representative of Acumen taking into account the current market and currently advertised quotes, or any error of any information, source, official, official result or pronunciation); or
b. to reflect what we reasonably consider to be the correct or fair details of the transaction.
25. We may be required under Applicable Law to share information about accounts and use of the Platform with third parties. You acknowledge and agree that we are entitled to disclose such information.
K. Technology disclaimers
26. Acumen may, from time to time, suspend access to your Acumen accounts and/or the Acumen services, for both scheduled and emergency maintenance. Acumen will make reasonable efforts to ensure that transactions on the Platform are processed in a timely manner, but Acumen makes no representations or warranties regarding the amount of time needed to complete processing, which is dependent upon many factors outside of our control.
27. Although Acumen makes reasonable efforts to update the information on the Platform, we make no representations, warranties, or guarantees, whether express or implied, that the content on the Platform, including information in relation to the Acumen services, is always accurate, complete, or up to date.
28. You are responsible for obtaining the data network access necessary to use the Acumen services. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Acumen services, the Platform, and any updates thereto. Acumen does not guarantee that the Acumen services, or any portion thereof, will function on any particular hardware or devices. Acumen services may be subject to malfunctions and delays inherent in the use of the internet and electronic communications.
L. General Terms
31. You may give us notices only as Acumen directs, which may change from time to time.
32. Any notices, consent, or other communication given under these terms must be in writing, in English, and signed or otherwise authorized by the party giving it.
33. For more information on Acumen, you may refer to the company and information found on Acumen websites. If you have questions regarding these terms, please feel free to contact Acumen for clarification via our Customer Support team.
Account means the Acumen account that you use for transactions.
Applicable Law means all relevant or applicable statutes, laws (including digital assets laws and regulations), principles of equity, rules, regulations, regulatory principles and requirements, notices, orders, writs, injunctions, judgements, bye-laws, rulings, directives, proclamations, circulars, mandatory codes of conduct, guidelines, practice notes and interpretations (whether of a governmental body, regulatory or other authority, or self-regulatory organization of which Acumen is a member), that are applicable to the provision, receipt or use of the Acumen services, or any other products or deliverables provided, used or received in connection with these terms.
For the purposes of Acumen´s public offerings, payment of rewards, governance of all smart contracts, Defi projects and dispute resolution, the governing law will be the one of the Republic of El Salvador. All claims, litigation proceedings, and controversies will be governed by this jurisdiction.
Applicable Networks means third-party networks, financial partners, or protocols selected by Acumen from time to time.
Automatic Reinvesting has the meaning given to it in clause 12.
Closure of Debt Pool means the date at which the pool has closed and the Applicable Networks have received the funds in their account.
DeFi Project means a contract between Acumen and an Applicable Network.
DeFi Rate means the APR rate at which DeFi Rewards are calculated and published on the Acumen Service identified as “DeFi Public Offering” on the Platform.
DeFi Rewards means the Digital Assets that are provided to you as consideration for Subscribing to a DeFi Puhlic Offering, in accordance with these DeFi Terms and Conditions.
Defi Public Offering means the Service identified as “DeFi Public Offering” on the Platform, allowing you to participate in DeFi investing in accordance with these Terms and Conditions, on an Applicable Network using a specific platform.
DeFi Public Offering Terms and Conditions means these terms & conditions.
Digital Assets means the Assets or fiat currency used by you to Subscribe.
Early Redeem means when you instruct Acumen to transfer Digital Assets to your Wallet before the Settlement Date.
Investment Duration means the agreed period that Digital Assets must be delegated to Acumen for you to be entitled to DeFi Rewards. The agreed period can be by reference to a time or an event.
Platform means the digital platform that Acumen or any of the Acumen Operators, Agents or Affiliates may make accessible to you via a website, mobile app, an Acumen API, or by such other means as Acumen Operators, Agents or Affiliates may prescribe from time to time for the use of Acumen services.
Reward Calculation Day means 00:00 UTC on the day which Acumen calculates the amount of DeFi Rewards it will distribute to your Spot Account, in accordance with the DeFi Public Offering and the Reward Calculation Frequency.
Reward Calculation Frequency means the frequency in which Acumen calculates DeFi Rewards (e.g. daily).
Reward Currency means the digital assets or fiat currency that DeFi Rewards will be provided to you.
Settlement Date means the 00:00 UTC on the final day of the Investment Duration. Subscribe means subscribing to a Defi Public Offering
Subscription Limit means the maximum amount of Digital Assets, users, or the quantity of any other matter that Acumen may determine its sole discretion from time to time, that may be used in a specific Defi Public Offering.
1. The Acumen Network (Acumen) and its affiliates (collectively, “we,” “us,” or “our”) are committed to bridging the gap between digital assets and traditional finance by empowering users to invest in social projects and in poverty reduction initiatives. Acumen provides information and resources about the fundamentals of the decentralized liquidity protocol called the Acumen Protocol or Network (the “Acumen Network” or “Protocol”).
BY ACCESSING OR USING OUR SERVICES, WHICH INCLUDE OUR VARIOUS WEBSITES, INCLUDING, WITHOUT LIMITATION, ACUMEN.NETWORK (AND ANY RESPECTIVE DOMAINS AND SUBDOMAINS); APPLICATIONS (COLLECTIVELY WITH ANY MATERIALS AND SERVICES AVAILABLE THEREIN, AND SUCCESSOR WEBSITE(S) OR APPLICATION(S) THERETO, THE “SITE”), AND OTHER SERVICES THAT LINK TO THESE TERMS, AS WELL AS ANY INFORMATION, TEXT, LINKS, GRAPHICS, PHOTOS, AUDIO, VIDEO, OR OTHER MATERIALS STORED, RETRIEVED OR APPEARING THEREON, WHETHER ACCESSED THROUGH THE SITE OR OTHERWISE (COLLECTIVELY, THE “SERVICES”), YOU ARE ENTERING INTO A BINDING AGREEMENT WITH US THAT INCLUDES THESE TERMS, AND OTHER POLICIES REFERENCED HEREIN (COLLECTIVELY, THE “AGREEMENT”).
To the extent that there is a conflict between these Terms and any applicable additional terms, these Terms will control unless expressly stated otherwise. If you don't agree with these Terms, you may not use the Services and should not visit the Site or otherwise engage with the Services.
Use of the Services
To use the Services, you must legally be able to enter into the Agreement. By using the Services, you represent and warrant that you meet the eligibility requirement. If you do not meet the requirement, you must not access or use the Site or the Services.
We may update the Services and the Terms
We may update the Services, the Agreement, and any part of the Terms at any time, for any reason, at our sole discretion. Once any part of the Agreement is updated and in effect, you will be bound by the Terms if you continue to use the Services, including by accessing the Site. We may, at any time, and without any liability for us, modify or discontinue all or part of the Services (including access to the Services via any third-party links). You may contact us with questions about your use of the Services at email addresses found in acumen.network. When you communicate with us electronically, you consent to receive communications from us electronically. You should review the Terms from time to time to ensure that you understand the terms and conditions that apply to you when you access or use the Site.
Acumen.network is provided as an Informational Resource
Acumen provides resources about the fundamentals of the Acumen Network, which is a fully decentralized, community governed protocol deployed on multiple networks and systems, and provides information about the wider Acumen ecosystem, governance, community, and various interfaces and integrations to the Acumen Protocol. All information provided in connection with your access and use of the Site and the Services is for informational purposes only. 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 blog posts, data, articles, links to third-party content, discord content, news feeds, tutorials, tweets, and videos. Before you make any financial, legal, technical, or other decisions involving the Services, you should seek independent professional advice from a licensed and qualified individual in the area for which such advice would be appropriate. The Services provide, or third parties may provide, links to other sites, applications, or resources. You acknowledge and agree that we are not responsible for the availability of such external sites, applications or resources, and do not endorse and are 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 we will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods, or services available on or through any such site or resource. Because the Site provides information about the Acumen Network, these Terms also provide some information about the use of the Network. This information is not intended to be comprehensive or address all aspects of the Network. There is additional documentation on the Site about the functioning of the Protocol or its ecosystem or community.
Development of the Acumen Network Ecosystem
It is important to understand that neither we nor any affiliated entity is a party to any transaction on the networks used in the conducting of our daily business. Additionally, we do not have possession, custody or control over any digital assets appearing on the Services; and we do not have possession, custody, or control over any user’s funds. Further, we do not store, send, or receive any digital assets. You understand that when you interact with any smart contracts that are displayed in the Acumen Network, you may not retain control over your digital assets. We are not intermediaries, agents, advisors, or custodians, and we do not have a fiduciary relationship or obligation to you regarding any other decisions or activities that you affect when using our Services. You acknowledge that we, for the avoidance of doubt, do not have any information regarding any users, users’ identities, or services beyond what is available or obtainable publicly via any blockchain. We are not responsible for any activities you engage in when using Services, and you should understand the risks associated with digital assets, blockchain technology generally, and our Services.
The Acumen Network may be deployed on multiple digital networks, and we are not responsible for the operation of such networks
The software underlying blockchain networks on which the Acumen Network is deployed, means that developers may use, utilize, and build on top of it. By using the Services, you acknowledge and agree (i) that we are not responsible for the operation of the software and networks underlying the Acumen Network, (ii) that there exists no guarantee of the functionality, security, or availability of that software and networks, and (iii) that the underlying applicable networks are subject to sudden changes in operating rules.
There may be associated network fees.
All transactions using networks require the payment of gas fees, which are essentially transaction fees paid on every transaction that occurs on the selected network. Please note that gas fees are non-refundable.
Acumen and Community contributors are independent.
All community contributors to the ecosystem around the Acumen Network are independent of us, and we will not have and do not assume any liability or responsibility for their actions or omissions.
3. Assumption of Risk
You assume the risks of engaging in transactions that rely on smart contracts and other experimental technology.
Transactions on the Acumen Network rely on smart contracts stored on various network and cryptographic tokens generated by the smart contracts, and other nascent software, applications and systems that interact with multiple other networks. These technologies are experimental, speculative, inherently risky, and subject to change. Among other risks, bugs, malfunctions, cyberattacks, or changes to the applicable network, could disrupt these technologies and even result in a total loss of digital assets, their market value, or general availability. You are solely responsible for the safekeeping of the private key associated with the electronic addresses used to interact with the Acumen Network. We assume no liability or responsibility for any such risks. If you are not comfortable assuming these risks, you should not access or engage in transactions using blockchain-based technology.
One of the other defining features of blockchain technology is that its entries are immutable, which means, as a technical matter, they generally cannot be deleted or modified by anyone. This includes smart contracts and digital assets generated and programmed by smart contracts. THUS, TRANSACTIONS RECORDED ON THE BLOCKCHAIN, INCLUDING TRANSFERS OF DIGITAL ASSETS AND DATA PROGRAMMED INTO THESE ASSETS (SUCH AS REVENUE AND INTEREST ALLOCATIONS), MUST BE TREATED AS PERMANENT AND CANNOT BE UNDONE BY US OR BY ANYONE. YOU MUST BE VERY CAREFUL WHEN YOU FINALIZE ANY TRANSACTION THAT WILL BE RECORDED ON THE BLOCKCHAIN.
We are not liable for any third-party services or links. We are not responsible for the content or services of any third-party, including, without limitation, any network, or apps. Additionally, we make no representations regarding the content or accuracy of any third-party services or materials. The use and access of any third-party products or services, including through the Services, is at your own risk.
You agree to the automated collection and disbursement of proceeds by smart contracts. You acknowledge and agree that all transactions accessed through the Services will be automatically processed using one or more blockchain-based smart contracts. By engaging in transactions using the Services, you acknowledge and consent to the automatic processing of all transactions in connection with using the Services. You further acknowledge and agree that the applicable smart contract will dictate how the funds of a transaction and ownership of digital assets are distributed.
You acknowledge the risks of using the Services. You bear sole responsibility for evaluating the Services before using them, and all transactions accessed through the Services are irreversible, final, and without refunds. The Services may be disabled, disrupted or adversely impacted as a result of sophisticated cyber-attacks, surges in activity, computer viruses, and/or other operational or technical challenges, among other things. We disclaim any ongoing obligation to notify you of all of the potential risks of using and accessing our Services. You agree to accept these risks and agree that you will not seek to hold the Acumen Network and any of its shareholders, partners, affiliates or agents Indemnified responsible for any consequent losses.
We reserve the right to restrict your access from engaging with the Services.
You agree that we have the right to restrict your access to the Services via any technically available methods if we suspect, in our sole discretion, that (a) you are using the Services for money laundering or any illegal activity; (b) you have engaged in fraudulent activity; (c) you have acquired digital assets using inappropriate methods, including the use of stolen funds to purchase such assets; (d) you are located, organized, or resident in any of the following countries: Belarus, the Central African Republic, the Democratic Republic of Congo, the Democratic People's Republic of Korea, the Crimea region of Ukraine, Cuba, Iran, Spain, Somalia, South Sudan, Syria, the United States of America, Yemen, and Zimbabwe If we have a reasonable suspicion that you are utilizing the Site for illegal purposes, we reserve the right to take whatever action we deem appropriate.
We do not guarantee the quality or accessibility of the Services.
As a condition to accessing or using the Services or the Site, you acknowledge, understand, and agree that from time to time, the Site and the Services may be inaccessible or inoperable for any reason, including, but not limited to equipment malfunctions, periodic maintenance procedures or repairs, causes beyond our control or that we could not reasonably foresee, disruptions and temporary or permanent unavailability of underlying digital infrastructure or unavailability of third-party service providers or external partners for any reason.
You acknowledge and agree that you will access and use the Services, including, without limitation, the Site at your own risk. You should not engage in blockchain-based transactions unless it is suitable given your circumstances and financial resources. By using the Services, you represent that you have been, are and will be solely responsible for conducting your own due diligence into the risks of a transaction and the underlying smart contracts and digital assets.
You are responsible for your taxes and duties. Users bear sole responsibility for paying any and all taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority associated with their use of the Services, and/or payable as the result of using and/or exploiting any digital assets and interacting with smart contracts. Blockchain-based transactions are novel, and their tax treatment is uncertain.
5. The Services
We own all rights in the Services.
We own any and all right, title, and interest in and to the Services including, without limitation, any and all copyrights in and to any content, code, data, or other materials that you may access or use on or through the Services.
We may use and share your feedback. Any comments, bug reports, ideas, or other feedback that you may provide about our Services, including suggestions about how we might improve our Services, are entirely voluntary. You agree that we are free to use or not use any feedback that we receive from you as we see fit, including copying and sharing such feedback with third parties, without any obligation to you.
6. Prohibited Content
You may only use the Services if you comply with this Agreement (including, without limitation, these Terms), applicable third-party policies, and all applicable laws, rules, regulations and related guidance. The following conduct is prohibited:
• using the Services for, or to promote or facilitate, illegal activity (including, without limitation, money laundering, financing terrorism, tax evasion, buying or selling illegal drugs, contraband, counterfeit goods, or illegal weapons);
• exploiting the Services for any unauthorized commercial purpose;
• uploading or transmitting viruses, worms, Trojan horses, time bombs, cancel bots, spiders, malware or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Services;
• attempting to or actually copying or making unauthorized use of all or any portion of the Services, including by attempting to reverse compile, reformatting or framing, disassemble, reverse engineer any part of the Services;
• harvesting or otherwise collecting information from the Services for any unauthorized purpose;
• using the Services under false or fraudulent pretenses or otherwise being deceitful;
• interfering with other users’ access to or use of the Services;
• interfering with or circumventing of the security features of the Services or any third party’s systems, networks or resources used in the provision of Services;
• engaging in any attack, hack, denial-of-service attack, interference, or exploit of any smart contract in connection with use of the Service (and operations performed by a user that are technically permitted by a smart contract may nevertheless be a violation of our Agreement, including these Terms, and the law); or
• engaging in any anticompetitive behavior or other misconduct.
Violating our rules may result in our intervention.
You agree and acknowledge that if you use the Services to engage in conduct prohibited by applicable law, permanently reserve the right to completely or partially restrict or revoke your access to the Services, either completely or for a period of time, at our sole discretion. We reserve the right to amend, rectify, edit, or otherwise alter transaction data to remediate or mitigate any damage caused either to us or to any other person as a result of a user’s violation of this Agreement or applicable law.
We reserve the right to investigate violations.
We reserve the right to investigate and prosecute any suspected breaches of this Agreement, including the Terms. We may disclose any information as necessary to satisfy any law, regulation, legal process, or governmental request.
7. Disclaimers and Limitations of Liability
We make no representations or warranties
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE AND OUR PARENTS, SUBSIDIARIES, AFFILIATES, RELATED COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, AND LICENSORS (COLLECTIVELY, THE “ACUMEN NETWORK INDEMNIFIED PARTIES”) MAKE NO GUARANTEES OF ANY KIND IN CONNECTION WITH THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE ACUMEN NETWORK INDEMNIFIED PARTIES DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT AND DISCLAIM ALL RESPONSIBILITY AND LIABILITY FOR:
• THE SERVICES BEING ACCURATE, COMPLETE, CURRENT, RELIABLE, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. INFORMATION (INCLUDING, WITHOUT LIMITATION, THE VALUE OR OUTCOME OF ANY TRANSACTION) AVAILABLE THROUGH THE SERVICE IS PROVIDED FOR GENERAL INFORMATION ONLY AND SHOULD NOT BE RELIED UPON OR USED AS THE SOLE BASIS FOR MAKING DECISIONS. ANY RELIANCE ON THE SERVICES IS AT YOUR OWN RISK.
• INJURY OR DAMAGE RESULTING FROM THE SERVICES. FOR EXAMPLE, YOU EXPRESSLY ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT THE SERVICES MAY CONTAIN AUDIO-VISUAL EFFECTS, STROBE LIGHTS OR OTHER MATERIALS THAT MAY AFFECT YOUR PHYSICAL SENSES AND/OR PHYSICAL CONDITION. FURTHER, YOU EXPRESSLY ACKNOWLEDGE THAT THE AVARA UI LABS INDEMNIFIED PARTIES ARE NOT RESPONSIBLE FOR LOSS OR DAMAGE CAUSED BY ANOTHER USER’S CONDUCT, UNAUTHORIZED ACTORS, OR ANY UNAUTHORIZED ACCESS TO OR USE OF THE SERVICES.
• VIRUSES, WORMS, TROJAN HORSES, TIME BOMBS, CANCEL BOTS, SPIDERS, MALWARE OR OTHER TYPE OF MALICIOUS CODE THAT MAY BE USED IN ANY WAY TO AFFECT THE FUNCTIONALITY OR OPERATION OF THE SERVICES.
Limitation of Liability
IN NO EVENT SHALL THE ACUMEN NETWOR AND ITS SHAREHOLDERS, RELATED ENTITIES, DIRECTORS, AFFILIATES, AGENTS OR REPRESENTANTIVES BE LIABLE TO YOU FOR ANY LOSS, DAMAGE, OR INJURY OF ANY KIND INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE LOSSES OR DAMAGES, OR DAMAGES FOR SYSTEM FAILURE OR MALFUNCTION OR LOSS OF PROFITS, DATA, USE, BUSINESS OR GOOD-WILL OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH: (A) THE SERVICES OR YOUR INABILITY TO USE OR ACCESS THE SERVICES; (B) MISUSE OF THE SERVICES (INCLUDING WITHOUT LIMITATION, UNAUTHORIZED ACCESS OF THE SERVICES); (C) ANY USER CONDUCT ON THE SERVICES; OR (D) TERMINATION, SUSPENSION OR RESTRICTION OF ACCESS TO ANY THE SERVICES.
IN ADDITION TO THE FOREGOING, THE ACUMEN NETWORK SHALL NOT BE LIABLE FOR ANY DAMAGES CAUSED IN WHOLE OR IN PART BY: (A) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUCTED SMART CONTRACTS OR OTHER TRANSACTIONS; (B) SERVER FAILURE OR DATA LOSS; (C) THE MALFUNCTION, UNEXPECTED FUNCTION OR UNINTENDED FUNCTION OF THE BLOCKCHAIN, ANY COMPUTER OR CRYPTOASSET NETWORK (INCLUDING ANY WALLET PROVIDER), INCLUDING WITHOUT LIMITATION LOSSES ASSOCIATED WITH NETWORK FORKS, REPLAY ATTACKS, DOUBLE-SPEND ATTACKS, SYBIL ATTACKS, 51% ATTACKS, GOVERNANCE DISPUTES, MINING DIFFICULTY, CHANGES IN CRYPTOGRAPHY OR CONSENSUS RULES, HACKING, OR CYBERSECURITY BREACHES; (D) ANY CHANGE IN VALUE OF ANY DIGITAL ASSET; (E) ANY CHANGE IN LAW, REGULATION, OR POLICY; (VI) EVENTS OF FORCE MAJEURE; OR (F) ANY THIRD PARTY.
THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THESE TERMS HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER THE ASSERTED LIABILITY OR DAMAGES ARE BASED ON CONTRACT, INDEMNIFICATION, TORT, STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL OR EQUITABLE THEORY.
IN NO EVENT WILL THE ACUMEN NETWORK CUMULATIVE LIABILITY TO YOU OR ANY OTHER USER, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY EXCEED ONE THOUSAND U.S. DOLLARS (U.S. $1,000.00).
UNDER NO CIRCUMSTANCES SHALL THE ACUMEN NETWORK BE REQUIRED TO DELIVER TO YOU ANY VIRTUAL CURRENCY AS DAMAGES, MAKE SPECIFIC PERFORMANCE, OR ANY OTHER REMEDY. IF YOU WOULD BASE YOUR CALCULATIONS OF DAMAGES IN ANY WAY ON THE VALUE OF VIRTUAL CURRENCY, YOU AND WE AGREE THAT THE CALCULATION SHALL BE BASED ON THE LOWEST VALUE OF THE VIRTUAL CURRENCY DURING THE PERIOD BETWEEN THE ACCRUAL OF THE CLAIM AND THE AWARD OF DAMAGES.
Some jurisdictions do not allow the exclusion or limitation of certain warranties and liabilities provided in this section; accordingly, some of the above limitations and disclaimers may not apply to you. To the extent applicable law does not permit the Acumen Network to disclaim certain warranties or limit certain liabilities, the extent of Acumen Network´s ’ liability and the scope of any such warranties will be as permitted under applicable law.
You agree to indemnify, defend, and hold harmless the Acumen Network from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of: (a) your breach or alleged breach of the Agreement (including, without limitation, these Terms); (b) anything you contribute to the Services; (c) your misuse of the Services, or any smart contract and/or script related thereto; (d) your violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities; (e) your violation of the rights of any third party, including any intellectual property right, publicity, confidentiality, property, or privacy right; (f) your use of a third-party product, service, and/or website; or (g) any misrepresentation made by you. We reserve the right to assume, at your expense, the exclusive defense and control of any matter subject to indemnification by you. You agree to cooperate with our defense of any claim. You will not in any event settle any claim without our prior written consent.
9. Arbitration Agreement and Waiver of Rights, Including Class Actions.
PLEASE READ THIS SECTION CAREFULLY: IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
Agreement to Attempt to Resolve Disagreements Through Good Faith Negotiations
Prior to commencing any legal proceeding against us of any kind, including an arbitration as set forth below, you and we agree that we will attempt to resolve any dispute, claim, or controversy between us arising out of or relating to the agreement or the Services (each, a “Dispute” and, collectively, “Disputes”) by engaging in good faith negotiations. Such good faith negotiations require, at a minimum, that the aggrieved party provide a written notice to the other party specifying the nature and details of the Dispute. The party receiving such notice shall have thirty (30) days to respond to the notice. Within sixty (60) days after the aggrieved party sent the initial notice, the parties shall meet and confer in good faith by videoconference, or by telephone, to try to resolve the Dispute. If the parties are unable to resolve the Dispute within ninety (90) days after the aggrieved party sent the initial notice, the parties may agree to mediate their Dispute, or either party may submit the Dispute to arbitration as set forth below.
Agreement to Arbitrate
You and we agree that any Dispute that cannot be resolved through the procedures set forth above will be resolved through binding arbitration in accordance with the rules of the Centro de Arbitraje de la Cámara de Comercio e Industria de El Salvador
(Arbitration Center of the Chamber of Commerce of El Salvador). The place of arbitration shall be the Republic of El Salvador. The language of the arbitration shall be Spanish. The arbitrator(s) shall have experience adjudicating matters involving Internet technology, software applications, financial transactions and, ideally, blockchain technology. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” subsection of these Terms as to the types and amounts of damages for which a party may be held liable. The prevailing party will be entitled to an award of their reasonable attorney’s fees and costs. Except as may be required by law, neither a party nor its representatives may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of (all/both) parties.
UNLESS YOU TIMELY PROVIDE US WITH AN ARBITRATION OPT-OUT NOTICE (AS DEFINED BELOW IN THE SUBSECTION TITLED “YOUR CHOICES”), YOU ACKNOWLEDGE AND AGREE THAT YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. FURTHER, UNLESS BOTH YOU AND WE OTHERWISE AGREE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF ANY CLASS OR REPRESENTATIVE PROCEEDING.
By rejecting any changes to these Terms, you agree that you will arbitrate any Dispute between you and us in accordance with the provisions of this section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
10. Waiver of Injunctive or Other Equitable Relief
TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT YOU WILL NOT BE PERMITTED TO OBTAIN AN INJUNCTION OR OTHER EQUITABLE RELIEF OF ANY KIND, SUCH AS ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF THE SERVICES, OR ANY OTHER WEBSITE, APPLICATION, CONTENT, SUBMISSION, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY ANY AVARA UI LABS INDEMNIFIED PARTY.
11. Termination; Cancellation
This Agreement is effective unless and until terminated by either you or us. You may terminate your Agreement with us at any time by ceasing all access to the Site or the Services. If, in our sole judgment, you fail, or we suspect that you have failed, to comply with any term or provision of the Agreement (including without limitation any provision of these Terms), we reserve the right to terminate our Agreement with you and deny you access to the Services. We further reserve the right to restrict your access to the Site or to stop providing you with all or a part of the Services at any time and for no reason, including, without limitation, if we reasonably believe: (a) your use of the Services exposes us to risk or liability; (b) you are using the Services for unlawful purposes; or (c) it is not commercially viable to continue providing you with our Services. All of these are in addition to any other rights and remedies that may be available to us, whether in equity or at law, all of which we expressly reserve.
WE RESERVE THE RIGHT TO MODIFY THE SERVICES AT ANY TIME, BUT WE HAVE NO OBLIGATION TO UPDATE THE SERVICES. YOU AGREE THAT IT IS YOUR RESPONSIBILITY TO MONITOR CHANGES TO THE SERVICES THAT MAY AFFECT YOU. YOU AGREE THAT WE MAY REMOVE THE SERVICES AND/OR ANY CONTENT THEREON FOR INDEFINITE PERIODS OF TIME OR CANCEL THE SERVICES AT ANY TIME, WITHOUT NOTICE TO YOU.
If any provision of the Agreement (including, without limitation, these Terms) is determined to be unlawful, void, or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from the Agreement. Such determination shall not affect the validity and enforceability of any other remaining provisions.
The Agreement (including, without limitation, these Terms) may be assigned without your prior consent to any party the Acumen Network decides, or to its successors in the interest of any business associated with the Services provided by us. You may not assign or transfer any rights or obligations under the Agreement without our prior written consent.
14. Entire Agreement
The Agreement and any policies or operating rules posted by us on the Services constitute the entire agreement and understanding between you and us and govern your use of the Services, superseding any prior or contemporaneous agreements, communications, and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of these Terms). Any failure by us to exercise or enforce any right or provision of the Agreement (including, without limitation, these Terms) shall not constitute a waiver of such right or provision.
15. Governing Law
These Terms and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of the Republic of El Salvador.