Enclave Global, Inc.

Terms of Use

Effective date: June 24, 2024

THE ENCLAVE GLOBAL PLATFORM (AS DEFINED BELOW) IS NOT AVAILABLE TO PERSONS OR ENTITIES WHO RESIDE IN, ARE LOCATED IN, ARE INCORPORATED IN, OR HAVE A REGISTERED OFFICE IN THE UNITED STATES OF AMERICA OR CANADA (COLLECTIVELY, “BLOCKED PERSONS”). MOREOVER, NO SERVICES (AS DEFINED BELOW) ARE OFFERED TO PERSONS OR ENTITIES WHO RESIDE IN, ARE CITIZENS OF, ARE LOCATED IN, ARE INCORPORATED IN, OR HAVE A REGISTERED OFFICE IN ANY RESTRICTED TERRITORY (AS DEFINED BELOW, AND ANY SUCH PERSON OR ENTITY FROM A RESTRICTED TERRITORY, A “RESTRICTED PERSON”).

You agree that by registering for an Enclave user account (an "Account"), clicking to accept or agree to these terms of use or accessing or using enclave.market or any related website, application or API (collectively, the "Site" or the "Enclave Global Platform") in any way, you expressly acknowledge that you have read, understood and agree to be bound by all of these terms including without limitation the terms set out in Clauses 1 to 24 inclusive below (together, these "Terms"). IF YOU DO NOT AGREE WITH THESE TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND THE SERVICES PROVIDED BY ENCLAVE THROUGH THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY. IF YOU CONTINUE TO USE THE SITE YOU WILL BE DEEMED TO HAVE AGREED TO BE BOUND BY ALL OF THESE TERMS.

These Terms constitute a legally binding agreement made between you, or if you are acting on behalf of a company or other legal entity, such company or other legal entity, ("User", "you" or “your”) and Enclave Global, Inc. ("Enclave", "we," "us," or "our") governing your access to, or use of, the services provided by Enclave through the Site as well as any other services that may be offered by Enclave from time to time (collectively, the "Services"). The Services include customer support provided directly or through third party platforms, such as Telegram and Discord, and other resources, including any FAQs and help articles we publish.

We reserve the right, in our sole discretion, to make changes, modifications and additions to these Terms and to the Privacy Policy (as defined in Clause 21) in each case at any time and for any reason. Any changes, modifications and additions to these Terms will be posted on the Site from time to time and are hereby expressly incorporated herein by reference. We will alert you about any changes, modifications and additions by updating the date above and notifying you that such changes, modifications and/or additions have been posted to the Site. It is your responsibility to periodically review these Terms to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes, modifications and additions in any revised Terms by your continued use of the Site or the Services after the date such revised Terms are posted.

Important notice (provided as a summary and for convenience only; please review the relevant provisions in these Terms):

Your responsibility: You are solely responsible for the safeguarding, retention and security of your seed phrase, private keys and password. If you lose your seed phrase, private keys or password, you will not be able to access your digital assets or authenticate yourself to gain access to your Account (as defined in Clause 1.1 below).

ARBITRATION: THESE TERMS INCLUDE, AMONG OTHER THINGS, A BINDING ARBITRATION CLAUSE AND A CLASS ACTIONS WAIVER. PLEASE REFER TO THE CLAUSE TITLED "DISPUTE RESOLUTION" BELOW FOR MORE INFORMATION.

LIABILITY: WE ARE NOT LIABLE TO YOU FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM YOUR USE OF THE SERVICES OR ANY OTHER CAUSE. OUR AGGREGATE LIABILITY (IF ANY) TO YOU FOR ANY OTHER TYPE OF LOSS OR DAMAGE SHALL NOT EXCEED THE AMOUNTS SET FORTH UNDER THE CLAUSE TITLED "LIMITATIONS OF LIABILITY".

INDEMNITY: YOU WILL INDEMNIFY US ON DEMAND FOR ANY THIRD PARTY CLAIM WE INCUR IN CONNECTION WITH YOUR ACTUAL OR ATTEMPTED USE OF THE SERVICES.

The information provided on the Site is not intended for distribution to or use by any person or entity in any of the Designated Restricted Territories (as defined below) or in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration or licensing requirement or any requirement to obtain any consent or approval in order to offer lawfully the Services within such jurisdiction or country (any such jurisdiction or county together with the Designated Restricted Territories, the "Restricted Territories"). Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

The Services are subject to all applicable export control restrictions. The Services are not offered to Restricted Persons (as defined in Clause 4.1.13 below), U.S. persons (as defined in applicable U.S. regulatory regimes) or persons who have their registered office or place of residence in any of the Restricted Territories. If you are a Restricted Person, a U.S. person (as defined in applicable U.S. regulatory regimes) or a person who has its registered office or place of residence in any of the Restricted Territories you undertake that you will not use the Site. By registering for an Account, clicking to accept or agree to these Terms or accessing or using the Site in any way you represent and warrant to Enclave that you are not a Restricted Person, a U.S. person (as defined in applicable U.S. regulatory regimes) and if you are a legal entity or legal arrangement that your registered office or place of residence is not in any of the Restricted Territories and you undertake to indemnify us and each other Indemnified Party (as defined in Clause 20.1 below) on demand in respect of any Losses (as defined in Clause 19.1 below), penalties, costs or expenses we incur directly or indirectly as a result of the foregoing representation being inaccurate or any breach of the foregoing warranty. You also undertake to indemnify us and each other Indemnified Party on demand in respect of any Losses we incur directly or indirectly if after the date on which you make and give the foregoing representation and warranty you become a Restricted Person, a U.S. person (as defined in applicable U.S. regulatory regimes) or, if you are a legal entity or legal arrangement, the jurisdiction in which your registered office or place of residence is located becomes a Restricted Territory.

For the purpose of this Agreement, "Designated Restricted Territories" are the United States (including US Territories such as Puerto Rico, Guam, the Northern Mariana Islands, American Samoa, etc.), the mainland of China, Russia, Japan, Iran, Ukraine, North Korea, Thailand, Yemen, Venezuela, Iraq, Afghanistan, Malaysia, Uzbekistan, Cuba, Somalia, Syria, Sudan, South Sudan, Singapore, Zimbabwe, Canada , Bosnia and Herzegovina, Burundi, Central African Republic, Democratic People's Republic of Korea, Democratic Republic of The Congo, Guinea, Haiti, Lebanon, Libya, Mali, Myanmar (Burma), Nicaragua, Republic of Belarus, Republic of Guinea-Bissau, and any other country listed on the UK Sanctions List published by the Foreign, Commonwealth & Development Office of the Government of the United Kingdom (or any other office, authority or body of the Government of the United Kingdom) or in respect of which any office, authority, ministry or body of the Government of the Cayman Islands has imposed sanctions. The foregoing list of "Designated Restricted Territories" may be updated from time to time at Enclave's sole and absolute discretion (such list as it may be revised from time to time, the "Restricted List").

The Services are intended for legal entities, legal arrangements and individuals who are at least 18 years old. Individuals under this age are not permitted to access or use the Site, and if you are an individual under this age, you undertake that you will not use the Site. By registering for an Account, clicking to accept or agree to these Terms or accessing or using the Site in any way an individual represents and warrants to Enclave that such individual is at least 18 years old.

If you breach any of these Terms, your authorisation to use the Site and the Services will automatically terminate, and you undertake to immediately thereafter destroy any Content (as defined in Clause 9.1 below) you have downloaded or printed from the Site whether authorised or unauthorised. Enclave reserves the right to pursue any additional remedies available in law or equity.

ACCOUNT REGISTRATION, VERIFICATION AND ACCESS
1. You must register for an Account to use the Services. By registering or using an Account, you represent and warrant that you have created your Account and you will use your Account only for yourself, and not on behalf of any third party, unless you have obtained prior written approval from us. You are responsible at all times for all activity that occurs under your Account. We may, in our sole discretion, refuse to open an Account or suspend or terminate any Account or any use thereof, including without limitation any trading or transfer of digital assets using your Account.
2. As part of the registration process, you agree to provide us with the information we request for the purposes of verifying your identity, preventing and detecting fraud, money laundering and terrorist financing, complying with applicable law and to provide our Services. We may engage a third party service provider to collect and process your information. The information we request may include certain personal information, including without limitation your full legal name, physical address, e-mail address, wallet address, telephone number, date of birth, taxpayer identification number and government identification. In providing us with this or any other information that may be required, you confirm that the information is complete, accurate and up-to-date. You agree to update us promptly if any of the information you provide changes. You authorise us to take any action we believe to be reasonably necessary to verify your identity and the information you provide us and to protect your and/or our interests against fraud and financial crimes, including without limitation by making inquiries with or through third parties. We may retain your information as permitted by law or our internal procedures. We will not be able to provide the Services until we have obtained the required information. We may request similar or additional information from time to time to update our records, ensure we are in compliance with applicable law and/or follow best practice (as determined by us). Please refer to our Privacy Policy for information about how we collect, use, share and otherwise process information about you. We may monitor, review and disclose any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process or governmental request.
3. Once you have completed registration, you may access the Site to use the Services. You will need to connect your self-custodial wallet to the Site and submit a signed blockchain transaction from your wallet in accordance with our authentication process to gain access to your Account. You acknowledge that any delays or interruption in the availability of the underlying blockchain network may prevent you from accessing your Account. WE WILL NEVER ASK FOR YOUR SEED PHRASE, PRIVATE KEY OR PASSWORD. DO NOT SHARE YOUR SEED PHRASE, PRIVATE KEY OR PASSWORD WITH ANYONE. See Clauses 2.1.1 and 18.1.1 for additional important information on your responsibilities.
4. Except where the context otherwise requires (i) a reference to a person includes a reference to any individual, firm, company, government, state or agency of a state, local or municipal authority or government body or any joint venture, association or partnership (whether or not having separate legal personality) and (ii) a reference to a company includes any company, corporation or other body corporate wherever and however incorporated or established.
5. With respect to Users that are legal entities, the term "Authorised Representative" as used herein refers to each person who is duly authorised to act on your behalf.
THE SERVICES
1. The Services of Enclave allow you to buy, sell and trade digital assets and, when available on the Site, perpetuals contracts that reference digital assets as the underlying reference asset ("Perpetuals Contracts") in a cryptographically secure computing environment. By using the Site or the Services, you acknowledge, understand and agree that:
  1. the Services are available via authentication through a web3 wallet (or third-party provider). You retain control over your external self-custodial wallet in order to login to the platform to take any action or approve external transfers of digital assets. No single person or entity has the ability to take this action on your behalf. You are therefore solely responsible for the safeguarding, retention and security of your seed phrase, private keys and password. Your seed phrase is associated with your external, self-custodial wallet. You do not have a seed phrase that is unique to Enclave, or that is otherwise issued or controlled by Enclave. Your seed phrase is the master key that allows you to access your Account. If you lose your seed phrase, you will not be able to access your digital assets or authenticate yourself to gain access to your Account. No one at Enclave will be able to recover your seed phrase, private key or password. Do not share your seed phrase, private keys or password with anyone. Anyone who knows your seed phrase will be able to access and transfer your digital assets. You acknowledge that we do not store and are not responsible in any way for the safeguarding, retention, security or recovery of your seed phrase, private keys or password;
  2. the Services operate on Intel Software Guard Extensions technology, which provides hardware-based encryption for sensitive aspects of the trading platform (the "Secure Module"). A set of qualified attestors ("Attestors") collectively participate in the security of the Secure Module, including by authenticating code changes;
  3. you will only access the Services, including sending, buying, selling and trading digital assets and, when available on the Site, Perpetuals Contracts using the Site. We will provide you with a digital wallet address (the "Enclave Wallet") to deposit your digital assets into. Do not send digital assets to any other address. Do not send digital assets on the wrong blockchain. You acknowledge that sending digital assets to a wallet address is a permanent, irreversible action, and that we are unable to recover digital assets that you send to incorrect addresses. We will not be liable or responsible for any losses you incur if you send digital assets to an incorrect address;
  4. the Services only supports certain digital assets ("Supported Digital Assets"). You undertake to not use or attempt to use the Site to buy, sell, trade, send, request or receive any assets other than Supported Digital Assets. Enclave will not be responsible for any attempt to use the Site or the Services to buy, sell, trade, send, request or receive any assets that we do not support. In addition, Enclave may in its sole discretion terminate support for any Supported Digital Asset;
  5. your use of the Services may be subject to a minimum or maximum transaction size, whether on a per-transaction basis or over a particular time period. Enclave reserves the right to change applicable limits, and to refuse to raise your limits, as we deem necessary in our sole discretion;
  6. none of the information made available on the Site, including without limitation any bid, offer, price, quantity, volume, depth or other data, represents an offer or a solicitation of an offer to enter into a transaction with Enclave (other than payment of any transaction fees to Enclave) or financial or investment advice;
  7. Enclave does not act as an agent for you or any other user of the Site or the Services; and
  8. Enclave does not act as a principal or counterparty for transactions entered into on the Site except that (a) Enclave may act as a counterparty for limited trades made for the purpose of liquidating fees collected on user transactions, or when available on the Site, for purposes of liquidating a User’s positions in Perpetuals Contracts (b) affiliates of Enclave may execute trades on the Site, provided that such affiliates shall not be afforded any priority in trade execution.
2. Enclave may contract with unaffiliated market makers to promote liquidity and facilitate trading on the Site and with respect to certain of Enclave‘s other trading products and services. Enclave’s determinations concerning whether and how to onboard such market makers are made entirely at its sole and absolute discretion. You acknowledge, agree, and accept that (1) such market makers may enter into any transaction with you as your counterparty; (2) such market makers may also maintain positions in various digital assets as part of their market making activities, including positions in digital assets that are contrary to your positions; and (3) under no circumstances shall we or any of the Indemnified Parties be responsible or liable for any direct or indirect Losses (including loss of profits, business, or opportunities) suffered by you or any other person or entity as a result of the market making activities of the market makers.
THE PERPETUALS SERVICES
1. In General. Enclave facilitates and enables eligible users to enter into perpetuals contracts with other eligible users of the Enclave Global Platform (the “Perpetuals Services”) that reference digital assets as the underlying reference asset. These contracts (“Perpetuals Contracts”) allow you to trade on the basis of an agreed future price of a particular digital asset, with no fixed expiry date (each transaction of this nature being defined as a “Perpetuals Transaction”). These Perpetuals Contracts are entered into between you and other users on the Enclave Global Platform only and by entering into a Perpetuals Contract you enter into a binding agreement with the other user on the terms and conditions of that contract that are set out on the Site at the time you place such order and represented by the automated code that executes such Perpetuals Contract. A discussion of the risks involved in using Perpetuals Contracts is included below under the heading “Risks Related to Trading using Perpetuals.” You acknowledge and agree that this is not an exhaustive list of all of the risks associated with trading in Perpetuals Contracts or your use of the Perpetuals Services.
2. Non-externally transferrable. By using the Perpetuals Services: (a) you can only enter into Perpetuals Contracts with other users of the Enclave Global Platform; (b) you cannot transfer Perpetuals Contracts to other platforms or enter into secondary trading in respect of them; and (c) any open Perpetuals Contract positions can only be closed and the corresponding Perpetuals Contract terminated on the Enclave Global Platform.
3. Trading & Margin.
  1. Limit on liability. Your aggregate liability with respect to your open positions under Perpetuals Contracts you enter into is limited to an amount equal to your Margin Balance (defined below). You acknowledge and agree that the liability of a counterparty under a Perpetuals Contract with you shall be limited to the amounts of funding fee and settlement paid in respect of that Perpetuals Contract and you waive any right to bring any claim against that counterparty, us, or any other person for any other amount.
  2. Insurance fund. As a user of the Perpetuals Services you may benefit from payments to you in respect of a Perpetuals Contract that are funded by a reserve of our assets (the "Insurance Fund") that we may apply to fund shortfalls of accounts that are subject to Liquidation under Clause 3.3.12. The Insurance Fund and Socialisation, as defined in clause 3.3.3, are intended to protect you in whole or in part against the failure of another user to maintain sufficient margin in respect of its position under a Perpetuals Contracts with you.
  3. Socialisation. You acknowledge and agree that if the Insurance Fund is depleted during a period of exceptional trading conditions and at that time you hold open positions or maintain a Margin Balance in excess of the Maintenance Margin Requirement you may be subject to adverse trades solely to the extent necessary in order to fund shortfalls of other accounts that do not have sufficient margin (any such trades, "Socialisation").
  4. Funding payments. You acknowledge and agree that by entering in a Perpetuals Contract, you will pay the funding fees for that contract. You agree that Enclave has the right to change the funding fees at its sole discretion.
  5. Margin Requirements. In order to enter into a Perpetuals Transaction the sum of (A) our valuation of the total Collateral as defined under Clause 3.3.6 you have transferred to us less (i) an amount equal to funding fees settled by us in accordance with Clause 3.3.4, (ii) an amount equal to settlement amounts settled by us, and (iii) our valuation of any assets we refund to you under Clause 3.3.11 below, (iv) our valuation of any assets that we would have been obligated to transfer to you under Clause 3.3.11 below but for our right of set-off in respect of the same that have been set off against any liability owed by you to us; and (v) if your Account has been liquidated by us pursuant to Clause 3.3.12 our valuation of the assets that we have transferred to counterparties to your Perpetuals Transactions, (the difference, the "Funded Margin Component") and (B) our valuation of your unrealized profits and losses from open Perpetuals Transactions (if any) to which you are a party (if a positive amount, the "Accrued Margin") (such sum, your “Margin Balance”), less the Maintenance Margin Requirement (defined below) must be at least equal to the required margin amount for that Perpetuals Transaction (the "Required Margin Amount"). The Required Margin Amount, digital asset types eligible to be transferred to constitute Collateral (“Supported Margin Digital Assets") will be notified to you from time to time (the "Margin Requirements"). The Margin Requirements will set out how the Required Margin Amount is calculated, applicable haircuts, how to maintain appropriate Margin Balance, the timing for transfer of Collateral (which, for the avoidance of doubt, may be on an intraday basis) and other important requirements. You acknowledge and agree that Enclave has the right to make amendments to the Margin Requirements in its sole discretion at any time without prior notice. By entering into a Perpetuals Contract you agree to comply with, and be subject to, the Margin Requirements in effect at the time you enter into the relevant Perpetuals Contract and as notified to you from time to time thereafter.
  6. Collateral. For the purpose of satisfying the requirement for Margin Balance you may transfer to Enclave USDC or other Supported Margin Digital Assets (if any) (such transferred assets, the or your “Collateral”). If you elect to transfer Collateral you shall transfer such assets to the digital asset wallet that we notify to you. You acknowledge and agree that Enclave is not liable for any losses you incur as a result of you transferring a digital asset to constitute Collateral that is not a Supported Collateral Digital Asset.
  7. Absolute transfer of title to Collateral. You acknowledge and agree that when you transfer Collateral to us you transfer to us full ownership of such Collateral. All of your right, title and interest in Collateral, including without limitation assets transferred to us as contemplated in Clause 3.3.4 is transferred to us absolutely. You agree, represent and warrant that all right, title, and interest in and to any Collateral that is paid or transferred to us shall vest in us free and clear of any liens, claims, charges or encumbrances or any other interest. You agree that you will not bring any claim for, or assert any interest or right in respect of, Collateral that we receive. You will indemnify and hold us harmless on demand against any Losses we incur as a result of you (or any person including without limitation any person claiming by or through you or on your behalf) bringing any claim or asserting any interest or right in respect of Collateral that is transferred to us.
  8. Entering into a Perpetuals Transaction. To enter into a Perpetuals Contract, you must first place an order to enter into a Perpetuals Contract on the Enclave Global Platform (an “Order”). If the sum of your Margin Balance is at least equal to the Required Margin Amount for the proposed Perpetuals Contract for which you have placed an Order then subject to our determination of eligibility under Clause 3.3.9 such Order can be executed and accepted by the counterparty as further described in paragraph 3.3.9. If the Margin Balance is less than the Required Margin Amount for the proposed Perpetuals Contract for which you have placed an Order then you will not be able to enter into that Perpetuals Contract until the Margin Balance is at least equal to such Required Margin Amount.
  9. Order Acceptance & Rejection. When you place an Order, Enclave will review that Order and determine, in its sole discretion, whether that Order is eligible to be accepted by another customer as counterparty. If Enclave determines the Order is eligible and such Order is accepted by another customer, an open Perpetuals Contract position will be reflected in your Account and that Perpetuals Contract will be open and will be contractually binding upon you and the counterparty. If Enclave determines that an Order is not eligible then you will be notified of that determination via the Enclave Global Platform and no part of your Margin Balance will thereafter be considered to constitute the Required Margin Amount for the prospective Perpetuals Contract in respect of which the Order was placed. Enclave will not be liable for any loss suffered as a result of the non-execution of a Perpetuals Contract due to Enclave's determination that an Order is not an eligible Order.
  10. Maintenance Margin. Once you have entered into a Perpetuals Transaction, you must ensure that the aggregate amount of Margin Balance stays above the value of the aggregate Required Margin Amount required in respect of all open Perpetuals Transactions to which you are a party (the “Maintenance Margin Requirement”). It is your responsibility to maintain a Margin Balance that meets or exceeds the Maintenance Margin Requirement and to monitor it. If you do not maintain your Margin Balance above the Maintenance Margin Requirement required at any time, your open Perpetuals Contract positions will be subject to Liquidation in accordance with our liquidation processes in place at the relevant time, as further described in Clause 3.3.12 below.
  11. Transfer to you of assets equivalent to Collateral. At any time you may request that we transfer to you the same type/s of assets that we have received as Collateral in an amount that does not exceed the Funded Margin Component and that does not result in the Margin Balance being reduced below the Maintenance Margin.
  12. Liquidation. If you do not meet your Maintenance Margin Requirement we shall suspend your use of the Perpetuals Services and for the period of such suspension you shall not be entitled to use the Perpetuals Services and you agree that (i) we will automatically select, at our discretion, one or more of your open Perpetuals Contract positions for close-out as we deem necessary to increase your Margin Balance or to prevent any reduction of your Margin Balance (any such close-out, a "Liquidation") and we will apply a liquidation fee of 1.5% or such other amount as we notify you from time to time; (ii) we may submit orders for your Account in our sole discretion provided that Enclave will use reasonable endeavours to submit orders for the price at which your losses equal the Margin Balance (or the “Bankruptcy Price”). Without prejudice to the foregoing, Enclave will have the right to manage liquidated positions and orders placed pursuant to this Clause at its discretion. Enclave reserves the right to make amendments to its liquidation processes in its sole discretion at any time without prior notice. You acknowledge and agree that if we close-out any of your Perpetuals Contract positions pursuant to this Clause you may incur Losses (including a reduction of profit) in relation to that position and, without prejudice to the extent of the limitation or exclusion of our liability under any other provision of these Terms, you acknowledge and agree that we shall not owe any liability to you whatsoever for any such Losses.
  13. Set-off. Without prejudice to any other right of set-off we may have under applicable law, you acknowledge and agree that we may set off any liability of whatever nature, denominated in any digital asset or fiat currency, and howsoever arising due from you to us against any liability we owe to you, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under these Terms. You further acknowledge and agree that you shall pay or transfer all amounts or assets due under these Terms from you to us in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
USER REPRESENTATIONS AND COVENANTS
1. By using the Site or the Services, you represent, warrant and covenant, at all times, that:
2. We do not offer the Services to Restricted Persons, U.S. persons (as defined in applicable U.S. regulatory regimes) or persons who have their registered office or place of residence in Restricted Territories. Any use or attempted use by such users may result in termination or suspension of access to the Services and the freezing of any digital assets associated with their Accounts. We may, in our sole discretion, implement additional controls to restrict access to and use of the Services in Restricted Territories, as reasonably necessary to comply with export control restrictions.
ACCEPTABLE USE POLICY
1. You may not access or use the Site or the Services for any purpose other than that for which we make the Site available. As a user of the Site and the Services, you undertake not to:
  1. Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
  2. Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as seed phrases, private keys or passwords.
  3. Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.
  4. Disparage, tarnish, or otherwise harm, in our opinion, us, the Site or any other users of the Site.
  5. Use any information obtained from the Site in order to harass, abuse, or harm another person.
  6. Make improper use of our support services or submit false reports of abuse or misconduct.
  7. Use the Site for any illegal or unauthorised purpose.
  8. Violate any applicable laws or regulations.
  9. Use the Site to advertise or offer to sell goods and services.
  10. Engage in unauthorised framing of or linking to the Site.
  11. Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including spamming, that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation or maintenance of the Site.
  12. Engage in any automated use of the Site or the Services, such as using any data mining, spider, robots, scraper or similar data gathering and extraction tools.
  13. Delete the copyright or other proprietary rights notice from any Content.
  14. Attempt to impersonate another user or person or make any false statements pertaining to your identity.
  15. Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, gifs, pixels, web bugs, cookies, or other similar devices (sometimes referred to as spyware or passive collection mechanisms).
  16. Interfere with, disrupt, or create an undue burden on the Site, the Services or the networks or services connected to the Site.
  17. Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site or the Services to you.
  18. Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site or any portion thereof.
  19. Copy or adapt the Site’s software.
  20. Decipher, decompile, disassemble or reverse engineer any of the software and data comprising or in any way making up a part of the Site or the Services.
  21. Use a buying agent or purchasing agent to make purchases on the Site.
  22. Use the Site as part of any effort to compete with us.
  23. Violate, misappropriate or infringe the rights of the Enclave, our users or third parties, including privacy, publicity, intellectual property, or other proprietary rights.
2. Any use of the Site or the Services in violation of the foregoing violates these Terms and may result in, among other things, termination or suspension of your rights to use the Site.
EVENTS OF DEFAULT
1. Each of the events and circumstances set out in sub-Clauses 6.1.1 to 6.1.15 inclusive is an "Event of Default" and the occurrence of any Event of Default shall be or shall be deemed to be a repudiation by you of these Terms:
  1. You fail to comply with or perform any of your obligations hereunder, whether in respect of your Account, any transactions you enter into using the Enclave Global Platform or otherwise, and/or you fail to comply with or perform any obligation under these Terms or under any other agreement with between you and us (including without limitation a failure to make, when due, any payment or delivery required to be made by you under these Terms or otherwise).
  2. Any representation, warranty, agreement or undertaking made by you to Enclave (whether under or in connection with these Terms or any other material statement made by you in or in connection with the same is untrue, inaccurate, incomplete or misleading in any respect at the time when made by you or thereafter at any time becomes untrue, inaccurate, incomplete or misleading in any respect.
  3. If you are an individual, your death, bankruptcy, the commencement of any action by you or against you to place you into bankruptcy or personal insolvency or you are otherwise unable to pay your debts as and when they fall due.
  4. If you are a company or other legal entity or arrangement, you are unable or admit inability to pay your debts as they fall due, suspend making payments on any of your debts or, by reason of actual or anticipated financial difficulties, commence negotiations with one or more of your creditors with a view to rescheduling any of your indebtedness.
  5. If you are a company or other legal entity or arrangement, any corporate action, legal proceedings or other procedure or step is taken in relation to: (i) the suspension of payments by you, a moratorium of any of your indebtedness, the commencement of examinership in relation to you; (ii) your winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise); (iii) a composition, compromise, assignment or arrangement with any of your creditors; (iv) a liquidator, receiver, examiner, administrator, compulsory manager or other similar officer being appointed in respect of you or any of your assets; (v) enforcement of any security interest over any of your assets; or (vi) any procedure or step analogous to any of the foregoing is taken in any jurisdiction.
  6. If you are a company or other legal entity or arrangement you suspend or cease to carry on your business (or a material part thereof) or threaten to do so.
  7. Any of your financial indebtedness is not paid when due nor within any originally applicable grace period.
  8. Any of your financial indebtedness is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).
  9. Any commitment for financial indebtedness to be made available to you is cancelled or suspended by any creditor or potential creditor as a result of an event of default (however described).
  10. Any of your creditors becomes entitled to declare any of your financial indebtedness due and payable prior to its specified maturity as a result of an event of default (however described).
  11. Any event or circumstance occurs which will, or is reasonably likely in our opinion to, adversely affect your ability to perform your obligations under these Terms, under any other agreement between you and us, under any other agreement that you enter into using the Site or under any transaction entered into on or through the use of the Site.
  12. Any litigation, arbitration, administrative, governmental, regulatory or other investigations, proceedings or disputes are commenced or threatened, or any judgment or order of a court, arbitral body or agency is made, against you or your assets which, in each case, will, or is reasonably likely in our opinion to, adversely affect your ability to perform your obligations under these Terms, under any other agreement between you and us or under any other agreement that you enter into using the Site.
  13. A credible allegation of fraud, misconduct, embezzlement, money laundering, insider trading, market manipulation abuse or other material illegality, breach of regulation or impropriety is made against you (whether by Enclave or a third party) or Enclave otherwise reasonably believes that you have used the Services with improper intent, which Enclave, acting in good faith and a commercially reasonable manner, believes could reasonably result in reputational harm to Enclave, compromise the integrity of the markets maintained by Enclave and/or result in losses being sustained by other users.
  14. Any authorisation of any government entity, judicial or other public body or authority which is necessary for you to be able to comply lawfully with any of your obligations under these Terms, under any other agreement between you and us or under any other agreement that you enter into using the Site is not obtained, is revoked, suspended, withdrawn, withheld, ceases to remain in full force and effect or is modified in a manner which we consider is, or is reasonably likely to be, prejudicial to our interests.
  15. Enclave reasonably believes that any of the circumstances set out under Clauses 6.1.1 to 6.1.14 above are likely to happen and Enclave also reasonably believes that any action described in Clause 7 below is necessary, desirable or expedient to protect its interests or the interests of Enclave’s other users.
ENCLAVE'S RIGHTS FOLLOWING AN EVENT OF DEFAULT
1. Upon and at any time after the occurrence of an Event of Default we may take any one or more of the following actions without prior notice to you:
  1. suspend (indefinitely or otherwise), cancel or terminate your Account and cease providing some or all of the Services and take all steps necessary to implement such suspension and cessation whereupon any and all fees and other liabilities you owe to us shall become immediately due and payable upon demand from us;
  2. liquidate, accelerate and/or close out any outstanding transaction on the Enclave Global Platform (including any transaction which has yet to be settled on the date on which Enclave terminates such transaction) by determining its value in good faith and in its absolute discretion as of the date of such liquidation, acceleration or close-out as soon as practicable thereafter;
  3. at such times and manner as we may determine in our discretion, sell or otherwise transfer any assets held in your Account (including any assets held in your Enclave Digital Wallet) and apply the proceeds to the discharge of your obligations to us; or
  4. restrict your ability to withdraw any assets from your Account (including any assets held in your Enclave Digital Wallet).
FEES
1. We may charge you network fees (such as gas, miner or validator fees) when you buy, sell, transfer, withdraw a digital asset or otherwise interact with or perform blockchain transactions. We will calculate the estimated network fee at our discretion, and notify you of the actual network fee at the time you authorise the relevant operation. Enclave is not responsible for, has no control over, and will not be liable for fees imposed by third party platforms or technology. You will be responsible for all such fees.
2. We may also charge you certain fees as set forth on the Site, including transaction fees, administrative fees, or other fees, each of which may be set forth separately or included as a spread in amounts displayed on the Site.
INTELLECTUAL PROPERTY RIGHTS; LICENSE TO USE SITE
1. Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, website designs, information, audio, video, text, photographs, and graphics on the Site (collectively, the "Content") and the trademarks, service marks, and logos contained therein (the "Marks") are owned or controlled by us or licensed to us, and are protected by copyright, trademark and other intellectual property laws and international conventions. You are not permitted to use the Marks without the prior written consent of the owner of the Mark.
2. Except as expressly provided herein, Enclave and its licensors do not grant any express or implied license to the Site, the Content or the Services. You agree not to copy, reproduce, aggregate, republish, download, post, display, transmit, modify, rent, lease, loan, sell, assign, distribute, license, sublicense, sell, reverse engineer, create derivative works based on, or otherwise exploit for any commercial purposes whatsoever, the Site, the Content or the Services without our express prior written permission.
3. If you are eligible to use the Site, you are granted a limited, non-exclusive, non-sublicensable and non-transferable license to access and use the Site and the Contents to which you have properly gained access solely for purposes of buying, selling, and trading digital assets in compliance with these Terms and as explicitly permitted by these Terms. Any other use of the Services is expressly prohibited. You may not modify or alter the Content in any way. We reserve all rights not expressly granted to you in and to the Site, the Services, the Content and the Marks.
SUBMISSIONS
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site or the Services ("Submissions") provided by you to us shall become our sole property. We shall own the exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are originally from you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.
SITE MANAGEMENT
We reserve the right, but not the obligation, to: (1) monitor the Site for violations of these Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, or limit the availability of the Site, to the extent feasible; and (4) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.
FORCE MAJEURE
1. In the event that Enclave cannot, or Enclave determines (acting reasonably) that it cannot, or cannot lawfully, provide any of the Services or fulfil the subject of any contract due to force majeure that may prevent Enclave from fulfilling its obligations, the User accepts, declares and undertakes that Enclave has no responsibility in respect any losses, costs or damages incurred by any user as a result of the Enclave's failure to provide such Services or fulfil such contract.
2. In these Terms "force majeure" shall be interpreted as unavoidable events, including but not limited to natural disasters, riots, war, epidemics, coups, terrorism, strikes, changing legislative provisions, suspension or withdrawal of a licence, registration, consent or approval, confiscation, communication problems, infrastructure and internet failures, power outage, economic crisis and bad weather conditions, beyond the reasonable control of the relevant party and which cannot be avoided despite due diligence.
TERM AND TERMINATION
These Terms shall remain in full force and effect while you use the Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS, WE RESERVE THE RIGHT, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, TO DENY ACCESS TO AND USE OF THE SITE OR THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES AND WALLET ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR ACCESS OR USE OF THE SITE OR THE SERVICES, WITHOUT WARNING, IN OUR SOLE DISCRETION.
MODIFICATIONS AND CORRECTIONS
1. We do not guarantee the completeness or accuracy of any information provided to you on or through the Site or the Services. We reserve the right to change, modify or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on the Site. We make no representation as to the availability, functionality and quality of the Site, including any features, hardware or communications. You agree that we are not liable to you or any third party for any modification, change in fees, suspension or discontinuance of any or all of the Site.
2. There may be information on the Site that contains typographical errors, inaccuracies or omissions, including, without limitation, descriptions, schedules, pricing, quantity, availability and other information. We reserve the right to correct any errors, inaccuracies or omissions at any time without prior notice. In addition, we reserve the right to change, revise, update, suspend, discontinue or otherwise modify all or part of the Site or the Services at any time or for any reason without notice to you. Nothing in these Terms will be construed to obligate us to maintain and support the Site or to supply any corrections, updates or releases in connection therewith.
GOVERNING LAW
These Terms (including any non-contractual obligations or liabilities arising out of these Terms or in connection with these Terms) shall be governed by and construed in accordance with the laws of the Cayman Islands.
DISPUTE RESOLUTION
1. Binding Arbitration. THIS CLAUSE CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER. THEY AFFECT YOUR AND OUR RIGHTS CONCERNING THE RESOLUTION OF ANY DISPUTE BETWEEN YOU AND US.
2. Agreement to Arbitrate. You and Enclave agree that the sole and exclusive forum and remedy for a Dispute shall be final and binding arbitration pursuant to this Clause titled "Dispute Resolution" unless you opt out as provided below. "Dispute" shall include any dispute, claim or controversy arising out of or relating to these Terms (including in relation to the formation of the agreement between us) and/or the activities or relationships that involve, lead to, or result from these Terms including without limitation any non-contractual claims (whether in tort or otherwise), and (except to the extent provided otherwise in the Clause titled "No Class Actions") the validity or enforceability of the Clause titled "Dispute Resolution", any part thereof, or the entire Terms. You and we both further agree to waive our right to a jury trial.
3. Exceptions to Arbitration. You and Enclave agree that the following Disputes are not subject to the above provisions concerning binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a party; and (b) any claim for injunctive relief (together, "Reserved Claims").
4. Opt Out of Arbitration. You may opt out of the binding arbitration described in this Clause by sending us written notice of your desire to do so by email at [email protected] (such notice, an "Arbitration Opt-out Notice") within 30 days following the date you first agree to these Terms. The Arbitration Opt-out Notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration. If you do not provide us with an Arbitration Opt-out Notice within the relevant 30-day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute other than Reserved Claims.
5. Arbitration. Any Dispute shall be referred to and finally determined by arbitration in accordance with the Arbitration Rules of the Cayman International Mediation and Arbitration Centre Ltd (the "CIMAC Rules") in force as at the date of these Terms, which CIMAC Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be three. The language to be used in the arbitral proceedings shall be English. The CIMAC Rules and instructions for how to initiate an arbitration are available from the Cayman International Mediation and Arbitration Centre Ltd at: https://www.caymanarbitration.com/.
6. Arbitration Location and Procedure. The seat, or legal place, of arbitration shall be the Cayman Islands and the arbitration proceedings will be held in Grand Cayman in the Cayman Islands. The results of the arbitration procedure will be considered confidential information of you and us. Any arbitration decision rendered will be final and binding, and judgment thereon may be entered in any court of competent jurisdiction.
7. Arbitration Fees. If we initiate an arbitration, we shall pay all filing costs and administrative fees (other than hearing fees). If you initiate an arbitration, filing costs and administrative fees (other than hearing fees) shall be paid in accordance with the CIMAC Rules, or in accordance with countervailing law if contrary to the CIMAC Rules. Each party shall bear the expense of its own attorneys’ fees, except as otherwise provided by law. If a statute gives you the right to recover any of these fees, these statutory rights shall apply in the arbitration notwithstanding anything to the contrary herein.
8. No Class Actions. You and Enclave agree that any arbitration shall be limited to the Dispute between the parties individually. TO THE FULL EXTENT PERMITTED BY LAW, (A) NO ARBITRATION SHALL BE JOINED WITH ANY OTHER PROCEEDING; (B) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILISE CLASS ACTION PROCEDURES; AND (C) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC OR ANY OTHER PERSONS. Unless consented to in writing by all parties to the arbitration, an award in arbitration shall determine the rights and obligations of such parties only, and only with respect to the claims in arbitration, and shall not (a) determine the rights, obligations, or interests of anyone other than all parties to the arbitration, or resolve any Dispute of anyone other than any such party; nor (b) make an award for the benefit of, or against, anyone other than any such party. No arbitrator shall have the power or authority to waive, modify, or fail to enforce this specific paragraph, and any attempt to do so, whether by rule, policy, arbitration decision or otherwise, shall be invalid and unenforceable. If this Clause titled "No Class Actions" is held unenforceable in its entirety, then the entire Dispute Resolution Clause will be deemed void.
JUDICIAL FORUM FOR DISPUTES
1. Each of you and Enclave irrevocably agrees that the Cayman Islands courts have exclusive jurisdiction to hear, determine and settle any proceedings in respect of Reserved Claims and each of you and Enclave irrevocably submits to the jurisdiction of the Cayman Islands courts, provided that nothing in this Clause shall (or be construed so as to) limit the ability or right of Enclave to bring proceedings against any other party in any other jurisdictions, whether concurrently or otherwise (to the extent allowed by law).
2. Each of you and Enclave irrevocably waives (and irrevocably agrees not to raise) any objection which it might at any time have on the grounds of forum non conveniens or on any other ground to proceedings being taken in any court referred to in this Clause, and agrees that any judgment in proceedings taken in any such court shall be conclusive and binding on it and may be enforced in any other jurisdiction.
RISKS AND EXCLUSION OF LIABILITY
THE SITE AND THE SERVICES ARE DEVELOPED USING, AND MADE AVAILABLE ON, BLOCKCHAIN AND SECURE COMPUTING TECHNOLOGIES. AS THESE ARE EMERGING AREAS OF TECHNOLOGY, THE SERVICES REMAIN UNDER DEVELOPMENT AND ARE SUBJECT TO ADDITIONAL RISKS. THESE RISKS INCLUDE, WITHOUT LIMITATION, DELAYS IN PRICE UPDATES, TRADE EXECUTIONS, DEPOSITS AND WITHDRAWAL OF FUNDS IN ADDITION TO THE RISKS DESCRIBED IN SUB-CLAUSES 18.1.1 to 18.9.6 INCLUSIVE BELOW. BY USING THE SITE OR THE SERVICES YOU EXPLICITLY ACKNOWLEDGE AND ACCEPT ALL SUCH RISKS. WITHOUT PREJUDICE TO ANY OTHER PROVISION OF THESE TERMS YOU FURTHER ACKNOWLEDGE AND AGREE THAT NONE OF ENCLAVE OR ANY OTHER INDEMNIFIED PARTY WILL BE LIABLE TO YOU FOR ANY LOSS SUFFERED BY YOU OR ANY THIRD PARTY AS A RESULT OF ANY MATTER DESCRIBED IN SUB-CLAUSES 18.1.1 TO 18.1.3 INCLUSIVE BELOW. YOU ALSO ACKNOWLEDGE AND AGREE THAT THIS CLAUSE DOES NOT CONTAIN AN EXHAUSTIVE LIST OF ALL OF THE RISKS ASSOCIATED WITH DIGITAL ASSETS, THE SITE AND THE SERVICES.
1. FLOW OF FUNDS
  1. AS SUCH, YOU ARE SOLELY RESPONSIBLE FOR THE SAFEGUARDING, RETENTION AND SECURITY OF YOUR SEED PHRASE, PRIVATE KEYS AND PASSWORD OF ANY WALLET YOU USE TO AUTHENTICATE ON THE ENCLAVE GLOBAL PLATFORM. IF YOU LOSE YOUR SEED PHRASE, PRIVATE KEYS OR PASSWORD, YOU WILL NOT BE ABLE TO ACCESS YOUR DIGITAL ASSETS OR AUTHENTICATE YOURSELF TO GAIN ACCESS TO YOUR ACCOUNT. NO ONE AT ENCLAVE WILL BE ABLE TO RECOVER YOUR SEED PHRASE, PRIVATE KEY OR PASSWORD OR THE DIGITAL ASSETS ASSOCIATED THEREWITH. YOU AGREE TO INDEMNIFY AND HOLD US HARMLESS ON DEMAND FROM AND AGAINST ANY LOSS, DAMAGE, LIABILITY, CLAIM, OR DEMAND ARISING FROM OR IN CONNECTION WITH THE LOSS OF YOUR SEED PHRASE, PRIVATE KEYS OR PASSWORD.
  2. WHEN YOU DEPOSIT YOUR DIGITAL ASSETS INTO YOUR ACCOUNT, THEY ARE TRACKED BY THE ENCLAVE WALLET THAT IS PROGRAMMATICALLY MANAGED BY THE SECURE MODULE. WHILE THE SECURE MODULE IS DEVELOPED AND DEPLOYED USING INDUSTRY STANDARD SECURE COMPUTING BEST PRACTICES, SUCH TECHNOLOGY MAY NONETHELESS BE SUSCEPTIBLE TO NEW AND EXISTING HARDWARE AND SOFTWARE SECURITY VULNERABILITIES. AS COMPUTER AND CYBERSECURITY RESEARCH CONTINUES TO EVOLVE, IT IS POSSIBLE THAT ADVANCES IN SUCH RESEARCH INCREASE THE RISK OF A CYBERSECURITY ATTACK OR OTHER BREACH, WHICH MAY RESULT IN THE THEFT OR LOSS OF ALL DIGITAL ASSETS, INCLUDING YOUR DIGITAL ASSETS, THAT ARE TRACKED BY THE ENCLAVE WALLET.
  3. ATTESTORS COLLECTIVELY PARTICIPATE IN THE SECURITY OF THE SECURE MODULE AND AUTHENTICATE CODE CHANGES TO THE SECURE MODULE. WHILE THE ATTESTORS ARE EXPERIENCED BLOCKCHAIN TECHNOLOGISTS, THEY MAY NONETHELESS BE VULNERABLE TO SOPHISTICATED CYBERSECURITY ATTACKS. A CYBERSECURITY ATTACK OR OTHER BREACH MAY RESULT IN THE THEFT OR LOSS OF ALL DIGITAL ASSETS, INCLUDING YOUR DIGITAL ASSETS, THAT ARE TRACKED BY THE ENCLAVE WALLET. IN ADDITION, AS PART OF THE GOVERNANCE PROCESS, ATTESTORS MAY DETERMINE IN THEIR DISCRETION THAT ONE OR MORE ATTESTORS SHOULD BE REMOVED OR REPLACED AND THAT ONE OR MORE EXPERIENCED BLOCKCHAIN TECHNOLOGISTS SHOULD BE ADDED AS AN ADJUDICATOR. YOU AGREE THAT ENCLAVE IS NOT RESPONSIBLE FOR ANY LOSS, COST OR DAMAGE YOU MAY INCUR IN CONNECTION WITH ANY ADJUDICATOR PARTICIPATING IN THE GOVERNANCE PROCESS OR TAKING ANY RELATED ACTIONS, INCLUDING WITHOUT LIMITATION, ANY RESULTING LACK OF AVAILABILITY OR DEGRADED PERFORMANCE OF THE SITE.
2. NO ADVICE; NO RELIANCE
  1. ALL INFORMATION PROVIDED ON THE SITE OR IN CONNECTION WITH YOUR USE OF THE SITE OR THE SERVICES IS FOR INFORMATIONAL PURPOSES ONLY. THE SITE IS NOT INTENDED AS, AND DOES NOT PROVIDE, ANY INVESTMENT OR FINANCIAL ADVICE. WITH RESPECT TO ANY FINANCIAL OR INVESTMENT DECISIONS, WE RECOMMEND YOU CONDUCT YOUR OWN RESEARCH TO PROPERLY EVALUATE THE RISKS AND BENEFITS OF ANY TRANSACTION. WE RECOMMEND YOU SEEK THE ADVICE AND GUIDANCE OF QUALIFIED ACCOUNTANTS, FINANCIAL ADVISORS, TAX ADVISORS, LEGAL COUNSEL AND INVESTMENT ADVISORS, IN CONNECTION WITH ANY INVESTMENT OR FINANCIAL TRANSACTION. YOU AGREE TO BE HELD FULLY RESPONSIBLE FOR YOUR DECISIONS. TO THE EXTENT THAT WE OR OUR REPRESENTATIVES PROVIDE MARKET COMMENTARY, OR ANY OTHER INFORMATION, IT IS INCIDENTAL TO YOUR RELATIONSHIP WITH US AND SUCH INFORMATION SHOULD NOT BE CONSTRUED AS INVESTMENT OR FINANCIAL ADVICE. YOU REPRESENT THAT YOU ARE NOT RELYING ON ANY COMMUNICATION BY US AS INVESTMENT OR FINANCIAL ADVICE OR AS A RECOMMENDATION TO USE THE SERVICES AND TRANSACT IN DIGITAL ASSETS.
  2. YOU REPRESENT THAT YOU HAVE SUFFICIENT KNOWLEDGE, MARKET SOPHISTICATION, PROFESSIONAL ADVICE AND INVESTING EXPERIENCE TO MAKE YOUR OWN EVALUATION OF THE MERITS AND RISKS OF ANY TRANSACTION ENTERED INTO ON THE SITE OR ANY UNDERLYING DIGITAL ASSET. YOU SHOULD NOT USE THE SITE OR TRANSACT IN DIGITAL ASSETS UNLESS YOU FULLY UNDERSTAND THE NATURE OF THE TRANSACTION YOU ARE ENTERING INTO AND THE EXTENT OF YOUR EXPOSURE TO LOSS. ENCLAVE IS NOT RESPONSIBLE FOR ANY LOSS YOU MAY INCUR AS A RESULT OF A DECREASE IN THE VALUE OF YOUR DIGITAL ASSETS, INCLUDING WITHOUT LIMITATION, IN CONNECTION WITH THE LACK OF AVAILABILITY OR DEGRADED PERFORMANCE OF THE SITE.
  3. ENCLAVE IS NOT YOUR BROKER, INTERMEDIARY, AGENT, OR ADVISOR AND HAS NO FIDUCIARY RELATIONSHIP OR OBLIGATION TO YOU IN CONNECTION WITH ANY TRANSACTIONS, DECISIONS OR ACTIVITIES THAT YOU MAY ENTER INTO USING THE SERVICES.
3. DIGITAL ASSET VOLATILITY AND CHARACTERISTICS
  1. BUYING, HOLDING, SELLING AND TRADING DIGITAL ASSETS INVOLVE CERTAIN RISKS OF FINANCIAL LOSS. ANY DIGITAL ASSET MAY BE SUBJECT TO FLUCTUATIONS IN VALUE, INCLUDING A TOTAL LOSS OF VALUE. THE VOLATILITY AND UNPREDICTABILITY OF THE PRICE OF DIGITAL ASSETS RELATIVE TO FIAT CURRENCY MAY RESULT IN SIGNIFICANT LOSS OVER A SHORT PERIOD OF TIME. THE NATURE OF DIGITAL ASSETS MAY LEAD TO AN INCREASED RISK OF FRAUD OR CYBER-ATTACK. THE NATURE OF DIGITAL ASSETS MEANS THAT ANY TECHNOLOGICAL DIFFICULTIES EXPERIENCED BY ENCLAVE MAY PREVENT YOUR ACCESS TO OR USE OF YOUR DIGITAL ASSETS. YOU SHOULD NOT ENGAGE IN ACTIVE TRADING ON THE SITE IF YOU HAVE LIMITED TRADING EXPERIENCE OR A LOW RISK TOLERANCE. SPECULATING ON THE VALUE OF DIGITAL ASSETS IS HIGH RISK AND YOU SHOULD NEVER TRADE MORE THAN YOU CAN AFFORD TO LOSE. YOU ACKNOWLEDGE THESE RISKS AND AGREE THAT WE CANNOT BE HELD LIABLE FOR ANY FLUCTUATIONS OR LOSS OF VALUE.
  2. DIGITAL ASSETS AND THEIR UNDERLYING BLOCKCHAIN NETWORKS ARE COMPLEX EMERGING TECHNOLOGIES THAT ARE TYPICALLY GLOBALLY DISTRIBUTED ACROSS MULTIPLE, UNAFFILIATED NODES. THEY MAY EXPERIENCE DELAYS, HALTS OR GO OFFLINE AS A RESULT OF ERRORS, FORKS, ATTACKS OR OTHER UNFORESEEABLE REASONS. THEY ARE ALSO SUBJECT TO SPECULATIVE INTEREST AND REGULATORY ATTENTION, WHICH MAY CONTRIBUTE TO PRICE VOLATILITY AND LIQUIDITY CONSTRAINTS. THE AVAILABILITY OF A DIGITAL ASSET ON THE SITE DOES NOT INDICATE ENCLAVE’S APPROVAL OR DISAPPROVAL OF THE DIGITAL ASSET OR ITS UNDERLYING TECHNOLOGY AND SHOULD NOT BE TREATED AS A SUBSTITUTE FOR YOUR OWN UNDERSTANDING OF THE RISKS SPECIFIC TO EACH DIGITAL ASSET. WE PROVIDE NO WARRANTY AS TO THE SUITABILITY OF ANY DIGITAL ASSETS AND ASSUME NO FIDUCIARY DUTY TO YOU IN CONNECTION WITH YOUR USE OF THE SERVICES.
  3. ALL DIGITAL ASSET TRANSACTIONS, WHETHER ON OR OFF THE SITE, ARE IRREVERSIBLE. YOU ACCEPT ALL CONSEQUENCES OF BUYING, SELLING OR SENDING DIGITAL ASSETS. ONCE YOUR ORDER IS MATCHED, NEITHER WE NOR YOU WILL BE ABLE TO REVERSE THE TRANSACTION, INCLUDING WITHOUT LIMITATION WHETHER OR NOT YOU ENTERED THE WRONG DIGITAL ASSET, QUANTITY OR PRICE. ONCE YOU SEND DIGITAL ASSETS TO AN ADDRESS, YOU ACCEPT THE RISK THAT YOU MAY PERMANENTLY LOSE ACCESS TO IT. FOR EXAMPLE, AN ADDRESS MAY NOT BE ASSOCIATED WITH A SPECIFIC DIGITAL ASSET, AN ADDRESS MAY HAVE BEEN ENTERED INCORRECTLY AND THE PERSON ASSOCIATED WITH THE ADDRESS MAY NEVER BE DISCOVERED OR AN ADDRESS MAY BELONG TO A PERSON THAT WILL NOT RETURN YOUR DIGITAL ASSETS. YOU ASSUME ALL LIABILITY FOR ANY LOSSES INCURRED AS A RESULT OF YOUR TRANSACTIONS OR TRANSFERS OF DIGITAL ASSETS. YOU ARE SOLELY LIABLE FOR VERIFYING THE ACCURACY OF ANY EXTERNAL WALLET ADDRESS AND THE IDENTITY OF THE RECIPIENT. ENCLAVE DOES NOT CONTROL ANY BLOCKCHAIN NETWORK AND CANNOT GUARANTEE THAT ANY TRANSFER WILL BE CONFIRMED OR TRANSFERRED SUCCESSFULLY BY THE NETWORK. ENCLAVE IS NOT RESPONSIBLE FOR ANY LOSSES OR FOR TAKING ANY ACTIONS TO ATTEMPT TO RECOVER ANY LOST, STOLEN, MISDIRECTED OR IRRECOVERABLE DIGITAL ASSETS.
4. TECHNICAL AND OPERATIONAL RISKS
  1. THE TECHNOLOGY UNDERLYING DIGITAL ASSETS, INCLUDING WITHOUT LIMITATION SECURE COMPUTING, APPLIED CRYPTOGRAPHY, BLOCKCHAIN, NETWORKING AND DISTRIBUTED SYSTEMS, AND SMART CONTRACTS, IS SUBJECT TO CHANGE AT ANY TIME. SUCH CHANGES MAY AFFECT THE SITE, THE SERVICES AND YOUR DIGITAL ASSETS TRACKED BY THE SITE. YOU ASSUME FULL RESPONSIBILITY FOR MONITORING SUCH TECHNOLOGICAL CHANGES AND UNDERSTANDING THEIR IMPACT ON YOUR DIGITAL ASSETS.
  2. THE DIGITAL ASSETS AND THEIR UNDERLYING NETWORKS ARE UNDER DEVELOPMENT AND CONTINUE TO EVOLVE. AS SUCH, THEY MAY BE SUBJECT TO MATERIAL AND SUDDEN CHANGES THAT MAY HAVE A SIGNIFICANT IMPACT ON THE AVAILABILITY, USABILITY OR VALUE OF A PARTICULAR DIGITAL ASSET. IN ADDITION, AS A GENERAL MATTER, THE OPERATIONS, FUNCTIONALITIES, DEVELOPMENT AND DISTRIBUTIONS OF DIGITAL ASSETS AND THEIR UNDERLYING NETWORKS ARE BEYOND ENCLAVE’S CONTROL. YOU AGREE NOT TO HOLD ENCLAVE LIABLE FOR ANY RELATED LOSSES.
  3. BLOCKCHAIN NETWORKS ARE SUSCEPTIBLE TO VARIOUS ATTACKS SUCH AS AN ATTACK IN WHICH AN ATTACKER GAINS CONTROL OF A REQUISITE MINING OR VALIDATING POWER ON THE NETWORK. ENCLAVE CANNOT PREVENT OR MITIGATE ATTACKS ON BLOCKCHAIN NETWORKS AND HAS NO OBLIGATION TO ENGAGE IN ACTIVITY IN RELATION TO SUCH ATTACKS. IN THE EVENT OF AN ATTACK, ENCLAVE RESERVES THE RIGHT TO TAKE (OR TO NOT TAKE) ACTIONS, INCLUDING WITHOUT LIMITATION IMMEDIATELY HALTING TRADING, DEPOSITS AND WITHDRAWALS FOR A DIGITAL ASSET IF WE BELIEVE THAT THE DIGITAL ASSET’S NETWORK IS COMPROMISED OR UNDER ATTACK. IF SUCH AN ATTACK CAUSED THE DIGITAL ASSET TO GREATLY DECREASE IN VALUE, WE MAY DISCONTINUE TRADING IN SUCH DIGITAL ASSET ENTIRELY. WE WILL REVIEW AND RESOLVE ISSUES ARISING FROM SUCH ACTIONS ON A CASE-BY-CASE BASIS IN OUR SOLE DISCRETION.
  4. WE CANNOT GUARANTEE THE SITE WILL BE AVAILABLE AT ALL TIMES. WE MAY EXPERIENCE HARDWARE OR SOFTWARE ERRORS, OPERATIONAL OR TECHNICAL DIFFICULTIES, DENIAL-OF-SERVICE ATTACKS, OTHER CYBERATTACKS, OR OTHER PROBLEMS OR NEED TO PERFORM MAINTENANCE RELATED TO THE SITE, RESULTING IN INTERRUPTIONS, DELAYS, OR ERRORS. THE SERVICES MAY BECOME UNAVAILABLE OR EXPERIENCE PERFORMANCE DEGRADATION FROM TIME TO TIME, SUCH AS DURING PERIODS OF HIGH VOLATILITY, HIGH VOLUME, NETWORK CONGESTION, NETWORK UPGRADES OR SOFTWARE UPDATES. WE DO NOT GUARANTEE THAT ANY ORDER WILL BE TRANSMITTED, EXECUTED OR REMAIN OPEN. YOU AGREE TO ACCEPT THE RISK OF TRANSACTION FAILURE RESULTING FROM SUCH ISSUES. YOU AGREE THAT WE HAVE NO LIABILITY WHATSOEVER FOR ANY LOSS, DAMAGE, OR INCONVENIENCE CAUSED BY YOUR INABILITY TO ACCESS OR USE THE SITE DURING ANY DOWNTIME OR DISCONTINUANCE OF THE SITE, INCLUDING ANY DELAYS IN TRANSMITTING, EXECUTING OR PROCESSING ORDERS.
  5. THE SITE DOES NOT FACILITATE OR SUPPORT THE DISTRIBUTION OF DIGITAL ASSETS BASED UPON A TRIGGERING EVENT, INCLUDING WITHOUT LIMITATION AIRDROPS, FORKS, STAKING REWARDS OR ANY OTHER DISTRIBUTION THAT USERS MAY OTHERWISE BE ENTITLED TO CLAIM BASED ON THEIR ACTIVITY OR POSSESSION OF A DIGITAL ASSET INDEPENDENT OF THE SITE (COLLECTIVELY, A "DIGITAL ASSET DISTRIBUTION"). ENCLAVE MAY, IN ITS SOLE DISCRETION, ELECT TO SUPPORT ANY DIGITAL ASSET DISTRIBUTION. HOWEVER, ENCLAVE IS NOT OBLIGATED TO DO SO AND SHALL NOT BE LIABLE TO YOU FOR FAILING TO DO SO, OR FOR INITIATING AND SUBSEQUENTLY TERMINATING SUCH SUPPORT. IF YOU HOLD SUCH DIGITAL ASSETS IN YOUR ACCOUNT, YOU AGREE TO FORFEIT THE ABILITY TO CLAIM ANY DIGITAL ASSET DISTRIBUTIONS FROM US.
5. REGISTRATION; FIAT DEPOSITS; NO ASSET PROTECTION
  1. ENCLAVE IS REGISTERED WITH THE CAYMAN ISLANDS MONETARY AUTHORITY AS A VIRTUAL ASSET SERVICE PROVIDER. IT IS NOT REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION OR THE U.S. COMMODITY FUTURES TRADING COMMISSION AND DOES NOT PROVIDE SECURITIES SERVICES IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED IN APPLICABLE U.S. REGULATORY REGIMES).
  2. THE SITE DOES NOT SUPPORT FIAT DEPOSITS. A USER SHOULD NOT ATTEMPT TO DEPOSIT ANY FIAT ON THE SITE AND MAY LOSE ALL OR PART OF ANY FIAT DEPOSIT THE USER ATTEMPTS TO MAKE.
  3. UNDER THE LAWS OF THE CAYMAN ISLANDS YOUR DIGITAL ASSETS DO NOT BENEFIT FROM ANY INVESTOR PROTECTIONS OR INVESTOR INSURANCE.
6. RESTRICTED ADDRESSES
  1. ENCLAVE RESERVES THE RIGHT TO BLACKLIST CERTAIN ACCOUNTS, BLOCK CERTAIN DIGITAL WALLET ADDRESSES FROM USING THE SITE AND FREEZE ASSOCIATED DIGITAL ASSETS, WHETHER TEMPORARILY OR PERMANENTLY, THAT IT DETERMINES, IN ITS SOLE DISCRETION, ARE ASSOCIATED WITH RESTRICTED PERSONS, RESTRICTED TERRITORIES, ILLEGAL ACTIVITY OR ACTIVITY THAT OTHERWISE VIOLATES THE TERMS (COLLECTIVELY, "RESTRICTED ADDRESSES"). IF YOU SEND DIGITAL ASSETS TO A RESTRICTED ADDRESS OR RECEIVE DIGITAL ASSETS FROM A RESTRICTED ADDRESS, ENCLAVE MAY FREEZE SUCH DIGITAL ASSETS AND TERMINATE YOUR ACCOUNT.
  2. IN CERTAIN CIRCUMSTANCES, ENCLAVE MAY BE LEGALLY REQUIRED OR DEEM IT NECESSARY TO REPORT SUSPECTED ACTIVITY TO APPLICABLE LAW ENFORCEMENT AGENCIES AND OTHER REGULATORY AUTHORITIES, AND YOU MAY FORFEIT ANY RIGHTS ASSOCIATED WITH YOUR DIGITAL ASSETS, INCLUDING THE ABILITY TO TRADE OR WITHDRAW YOUR DIGITAL ASSETS.
7. TAX AND COMPLIANCE
  1. DIGITAL ASSETS MAY BE SUBJECT TO TAXATION. IT IS YOUR SOLE RESPONSIBILITY TO DETERMINE WHETHER, AND TO WHAT EXTENT, ANY TAXES APPLY TO ANY TRANSACTIONS YOU CONDUCT USING THE SERVICES, AND TO WITHHOLD, COLLECT, REPORT AND REMIT THE CORRECT AMOUNTS OF TAXES TO THE APPROPRIATE TAX AUTHORITIES.
  2. YOU ARE RESPONSIBLE FOR COMPLYING WITH ALL APPLICABLE LAWS. YOU AGREE THAT ENCLAVE IS NOT RESPONSIBLE FOR DETERMINING WHETHER OR WHICH LAWS AND REGULATIONS MAY APPLY TO YOU OR YOUR TRANSACTIONS.
8. LEGISLATIVE AND REGULATORY RISKS
  1. THE REGULATORY ENVIRONMENT CONCERNING DIGITAL ASSETS AND DIGITAL ASSET-RELATED TRANSACTIONS CONTINUES TO DEVELOP. THE APPLICATION AND INTERPRETATION OF EXISTING LAWS AND REGULATIONS ARE OFTEN LARGELY UNTESTED AND THERE IS A LACK OF CERTAINTY AS TO HOW THEY WILL BE APPLIED. NEW LAWS AND REGULATIONS WILL BE PROMULGATED IN THE FUTURE THAT APPLY TO BLOCKCHAIN TECHNOLOGY AND DIGITAL ASSETS AND RELATED SERVICES PROVIDERS. ANY SUCH LEGISLATIVE AND REGULATORY CHANGES OR ACTIONS MAY ADVERSELY AFFECT THE USAGE, TRANSFERABILITY, TRANSACTABILITY AND VALUE OF DIGITAL ASSETS, OR YOUR ACCESS TO, AND OUR ABILITY TO PROVIDE, THE SERVICES. IT IS NOT POSSIBLE TO PREDICT HOW SUCH CHANGES WOULD AFFECT THE PRICE AND LIQUIDITY OF PERPETUALS CONTRACTS, DIGITAL ASSETS GENERALLY OR THE SERVICES. YOU ACKNOWLEDGE AND ACCEPT THE RISKS THAT SUCH CHANGES MAY BRING, AND THAT ENCLAVE IS NOT LIABLE FOR ANY RESULTING ADVERSE IMPACT TO YOU.
  2. REGULATORY ACTIONS COULD NEGATIVELY IMPACT DIGITAL ASSETS AND DIGITAL ASSET-RELATED TRANSACTIONS IN VARIOUS WAYS, INCLUDING, FOR PURPOSES OF ILLUSTRATION ONLY, THROUGH A DETERMINATION (WITH RETROSPECTIVE OR PROSPECTIVE EFFECT) THAT DIGITAL ASSETS OR THEIR DERIVATIVES ARE REGULATED FINANCIAL INSTRUMENTS REQUIRING REGISTRATION OR LICENSING IN CERTAIN JURISDICTIONS. WE MAY HAVE TO LIMIT THE AVAILABILITY OF CERTAIN CONTRACTS OR DISALLOW USERS BASED ON THEIR CITIZENSHIP, RESIDENCE, OR LOCATION FROM ENGAGING IN ANY TRANSACTIONS ON THE ENCLAVE GLOBAL PLATFORM IF DOING SO BECOMES COMMERCIALLY UNSUSTAINABLE OR LEGALLY PROHIBITED, WHICH COULD MATERIALLY AFFECT THE PRICE AND LIQUIDITY OF CONTRACTS.
  3. YOU UNDERSTAND THAT ULTIMATELY IT IS YOUR RESPONSIBILITY TO MAKE SURE THAT YOU COMPLY WITH ANY AND ALL LOCAL REGULATIONS, DIRECTIVES, RESTRICTIONS AND LAWS IN YOUR PLACE(S) OF RESIDENCE BEFORE USING THE SERVICES. WE STRICTLY STATE THAT WE DO NOT PERMIT THE USE OF OUR SERVICES BY USERS FROM A JURISDICTION IN WHICH THE USE OF OUR SERVICES IS NOT PERMITTED. WE ARE NOT OFFERING OR SOLICITING THE USE OF OUR SERVICES TO ANY PERSON LOCATED IN ANY RESTRICTED TERRITORIES OR ANY OTHER JURISDICTION IN WHICH THE SPECIFIC USE OF OUR SERVICES IS NOT AUTHORISED OR IS OTHERWISE PROHIBITED BY LOCAL LAWS.
9. RISKS RELATED TO TRADING PERPETUALS CONTRACTS
  1. ENTERING INTO PERPETUALS CONTRACTS (WHEN OFFERED ON THE SITE) INVOLVES SIGNIFICANT RISK, IS HIGHLY SPECULATIVE AND IS NOT SUITABLE FOR EVERYONE. THIS IS PARTICULARLY TRUE GIVEN THE VOLATILE NATURE OF DIGITAL ASSET MARKETS. YOU SHOULD SEEK ADVICE FROM AN INDEPENDENT AND SUITABLY LICENSED FINANCIAL ADVISOR AND ENSURE THAT YOU HAVE THE RISK APPETITE, RELEVANT EXPERIENCE AND KNOWLEDGE BEFORE YOU DECIDE TO ENTER INTO PERPETUALS CONTRACTS.
  2. IN ENTERING INTO PERPETUALS CONTRACTS, YOU ARE NOT ENTERING INTO A SALE OR PURCHASE AGREEMENT TO PURCHASE DIGITAL ASSETS THEMSELVES. A PERPETUALS CONTRACT DOES NOT GIVE YOU ANY RIGHTS TO RECEIVE ANY UNDERLYING DIGITAL ASSET; INSTEAD, IT IS A CONTRACT THAT PROVIDES AN AGREED POSITION WITH RESPECT TO THE FUTURE PRICE OF A DIGITAL ASSET THAT MAY RESULT IN A PROFIT OR A LOSS FOR YOU. YOU WILL BE EXPOSED TO RISKS ASSOCIATED WITH TRANSACTING WITH A COUNTERPARTY, SUCH AS, BUT NOT LIMITED TO, LACK OF DEMAND FOR THE OTHER SIDE OF A TRADE AND INSUFFICIENT COLLATERAL FROM THE COUNTERPARTY. THESE RISKS MAY RESULT IN LOSS AND/OR INABILITY TO CLOSE OUT POSITIONS(S).
  3. TRADING IN PERPETUALS CONTRACTS REQUIRES THE POSTING OF MARGIN AND THE MAINTENANCE OF THAT MARGIN AS DIGITAL ASSETS MARKETS MOVE IN ORDER TO GUARANTEE YOUR OPEN POSITIONS. THE MOVEMENT OF THE MARKET AGAINST YOU COULD RESULT IN YOU NOT HOLDING ADEQUATE MARGIN IN LINE WITH THE MARGIN REQUIREMENTS, AND THE RESULTING LIQUIDATION OR CLOSE-OUT OF YOUR POSITIONS, THEREBY CRYSTALLISING LOSSES. PRICE VOLATILITY IN THE UNDERLYING ASSET CAN LEAD TO RAPID AND SIGNIFICANT PRICE SWINGS IN PERPETUALS CONTRACTS, WHICH CAN RESULT IN SUBSTANTIAL GAINS OR LOSSES FOR TRADERS. BECAUSE OF THE POSSIBILITY FOR RAPID MOVEMENTS IN THE PRICE OF THE CONTRACTS AND THE IMPACT THIS MAY HAVE ON A LEVERAGED POSITION, WE MAY REQUEST THAT YOU PROVIDE ADDITIONAL FUNDS TO THE MARGIN WALLET WITH LITTLE OR NO PRIOR NOTICE. OPEN PERPETUALS TRANSACTION POSITIONS REQUIRE ONGOING MONITORING AND MANAGEMENT TO ENSURE YOU CAN MANAGE YOUR POSITIONS EFFECTIVELY. BY TRADING PERPETUALS CONTRACTS, YOU CAN LOSE UP TO YOUR ENTIRE MARGIN BALANCE. YOU SHOULD CAREFULLY CONSIDER WHETHER YOU CAN AFFORD TO BEAR THE RISKS OF LOSS INVOLVED IN USING THE PERPETUALS SERVICES. YOU SHOULD NOT FUND YOUR MARGIN WALLET AND TRADE WITH DIGITAL ASSETS THAT YOU CANNOT AFFORD TO LOSE.
  4. TRADING OF PERPETUALS CONTRACTS MAY BE RISKIER, LESS LIQUID, MORE VOLATILE, AND MORE VULNERABLE TO ECONOMIC, POLITICAL, MARKET, INDUSTRY, REGULATORY AND OTHER CHANGES THAN OTHER TYPES OF DERIVATIVES CONTRACT. THE LIQUIDITY OF THE MARKET FOR PERPETUALS CONTRACTS WILL DEPEND ON, AMONG OTHER THINGS, SUPPLY AND DEMAND ON THE ENCLAVE GLOBAL PLATFORM AND THE COMMERCIAL AND SPECULATIVE INTEREST IN THE MARKET FOR THESE PERPETUALS CONTRACTS. AS PERPETUALS CONTRACTS ARE TRADED ON A CLOSED TRADING SYSTEM, THERE IS A RISK THAT THERE MAY BE LIMITED VOLUME AND LIQUIDITY.
  5. A LACK OF LIQUIDITY IN ANY MARKET FOR CONTRACTS MAY RESULT IN DELAYS IN ORDER EXECUTION AND SOME ORDERS MAY NOT EXECUTE AT ALL; THESE EFFECTS MAY BE EXACERBATED WHERE AN ORDER IS LARGER.
  6. IN ORDER TO PROVIDE PRICING TO CARRY OUT PERPETUALS CONTRACTS AND SET MARGIN REQUIREMENTS, ENCLAVE PROVIDES A SUITABLE PRICE FOR SUPPORTED DIGITAL ASSETS ON ENCLAVE GLOBAL PLATFORM WHICH IS CALCULATED BY REFERENCE TO A NUMBER OF DIFFERENT PRICE FEEDS FROM KEY LIQUID DIGITAL ASSET MARKETS GLOBALLY. ALTHOUGH ENCLAVE WILL MAKE EFFORTS TO ENSURE THAT ITS PRICES REFLECT THE MARKET TO THE EXTENT POSSIBLE, DURING EXCEPTIONAL MARKET CONDITIONS, PRICING MAY AT TIMES VARY FROM THE MARKET AND THAT COULD LEAD TO LIQUIDATIONS. YOU SHOULD ENSURE THAT YOU MONITOR ENCLAVE GLOBAL PLATFORM PRICE FEEDS AND YOUR ACCOUNT IN ORDER TO MANAGE YOUR OPEN POSITIONS IN PERPETUALS CONTRACTS TO AVOID UNINTENDED CONSEQUENCES.
LIMITATIONS OF LIABILITY
1. You acknowledge and agree that in no event will we or our affiliates, or any of our or their the respective officers, directors, shareholders, partners, employees, representatives, contractors, affiliates, agents, service providers, be liable to you or any third party for any indirect, consequential, exemplary, incidental, special or punitive damages, including lost profit, lost revenue, loss of goodwill or reputation, loss of contract, diminution in value or lost opportunity, loss, corruption or breach of data or any other intangible property, costs, expenses and payments, either in tort (including negligence), contract, or other damages, in any other form, arising out of, or in connection with: these Terms; your use or inability to use the Site or the Services; marketing of the Site or the Services; any form of failure, error or breakdown in use of the Site or the Services; the cost of procuring substitute goods and services in circumstances where you do not or are unable to use the Services; any goods, data, information or services purchased or obtained or transactions entered into through or from the Services; unauthorised access to or alteration of your transmissions or data; any fault or error made by us or our service providers or any of our or their respective officers, directors, shareholders, partners, employees, representatives, sub-contractors, affiliates, agents; your reliance on content available on the Site; any communication through the Site or with other users on the Site; any termination of service; or any other matter relating to the Services; even if we have been advised of the possibility of such damages.
2. Notwithstanding anything to the contrary contained herein, the aggregate liability of Enclave or any other Indemnified Party to you for any cause whatsoever and regardless of the form of the action, will at all times be limited to the greater of (i) US$100 or (ii) all amounts actually paid by you to us under these Terms in the 12 months immediately preceding the event giving rise to the claim.
3. The Site and the Services are provided on an "as-is" and "as-available" basis. You agree that your use of the Site and the Services will be at your sole risk. To the fullest extent permitted by law, we disclaim all warranties, whether express, implied, statutory or otherwise, in connection with the Site and the Services and your use thereof, including, without limitation, the implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. We make no warranties or representations (i) about the accuracy, reliability, usefulness or completeness of the Site, the Services or the Content; (ii) that the Services will meet your requirements; (iii) that the Services will be uninterrupted, timely, secure or error-free; or (iv) that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations. Without limiting the forgoing, you understand and agree that neither we nor our service providers will be liable for any (1) any inaccuracy, defect or omission of Content and materials, including without limitation digital asset price data, or any error, delay or interruption in the transmission of such Content and materials; (2) any glitches, bugs, errors, or inaccuracies of any kind in our websites, software, systems operated by us or on our behalf or the Site or the Services; (3) any viruses or other malicious software obtained by accessing our websites, software, systems operated by us or on our behalf or the Site or the Services or any website or service linked to our website; (4) any unauthorised access to or use of our secure servers and/or any and all personal data or financial information stored therein; or (5) a suspension, termination, freezing of your digital assets or other action taken with respect to your Account.
4. We do not warrant, endorse, guarantee or assume responsibility for any decentralised application, product or service advertised or offered by a third party through the Site, any hyperlinked website, or any website or mobile application featured in any banner or other advertising, and we will not be a party to or in any way be responsible for monitoring any transaction between you and any third party providing software or services. No representation or other affirmation of fact, including statements regarding capacity, suitability for use or performance of the Site, its contents or the Services, whether or not made by any us, which is not expressly contained in these Terms, shall be deemed to be a warranty by the involved persons for any purpose, or give rise to any liability. As with the purchase of a product or service through any medium or in any environment, you should use your best judgment and exercise caution where appropriate.
INDEMNIFICATION; RELEASE
1. You agree to defend, release, indemnify and hold us, our affiliates, and our and their respective officers, directors, shareholders, partners, employees, representatives, contractors, affiliates, agents, service providers, successors and assigns (collectively, "Indemnified Parties" and each, an "Indemnified Party") harmless on demand from and against any loss, costs, damage, expenses, liability, claim, or demand (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) ("Losses"), due to or arising out of: (1) your access to or use of the Site or the Services; (2) any contributions you submit to Enclave or transmit through the Site (including, without limitation, any content or computer viruses), (3) your breach or anticipatory breach of these Terms; (4) your violation or anticipatory violation of applicable law; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Site. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defence of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
2. You agree to release each of the Indemnified Parties from any and all claims and demands (and waive any rights you may have against any of the Indemnified Parties in relation to any Losses you may suffer or incur), arising directly or indirectly out of or in connection with any dispute that you have with any other user of the Site or the Services or other third party in connection with the Services (including any digital asset transactions) or the subject matter of the Terms.
USER DATA
We will maintain certain data that you transmit to the Site, as well as data relating to your use of the Site, for purposes of managing the performance of the Site and improving the Site, and you hereby consent to the use of such data for such purposes and for the other purposes set out in the "Privacy Policy/Notice" published on the Site (the "Privacy Policy"). Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.
ELECTRONIC COMMUNICATIONS, TRANSACTIONS AND SIGNATURES
Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
MISCELLANEOUS
These Terms (including any documents incorporated by reference) and any policies or operating rules posted by us on the Site or in respect to the Site constitute the entire agreement and understanding between you and us in relation to the Site. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. These Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms or use of the Site. You agree that these Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defence you may have based on the electronic form of these Terms and the lack of signing by the parties hereto to execute and deliver these Terms.
CONTACT US
In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us at: [email protected]

Enclave Global, Inc.

Terms of Use

Effective date: June 24, 2024

ACCOUNT REGISTRATION, VERIFICATION AND ACCESS

THE SERVICES

THE PERPETUALS SERVICES

USER REPRESENTATIONS AND COVENANTS

ACCEPTABLE USE POLICY

EVENTS OF DEFAULT

ENCLAVE'S RIGHTS FOLLOWING AN EVENT OF DEFAULT

FEES

INTELLECTUAL PROPERTY RIGHTS; LICENSE TO USE SITE

SUBMISSIONS

SITE MANAGEMENT

FORCE MAJEURE

TERM AND TERMINATION

MODIFICATIONS AND CORRECTIONS

GOVERNING LAW

DISPUTE RESOLUTION

JUDICIAL FORUM FOR DISPUTES

RISKS AND EXCLUSION OF LIABILITY

FLOW OF FUNDS

NO ADVICE; NO RELIANCE

DIGITAL ASSET VOLATILITY AND CHARACTERISTICS

TECHNICAL AND OPERATIONAL RISKS

REGISTRATION; FIAT DEPOSITS; NO ASSET PROTECTION

RESTRICTED ADDRESSES

TAX AND COMPLIANCE

LEGISLATIVE AND REGULATORY RISKS

RISKS RELATED TO TRADING PERPETUALS CONTRACTS

LIMITATIONS OF LIABILITY

INDEMNIFICATION; RELEASE

USER DATA

ELECTRONIC COMMUNICATIONS, TRANSACTIONS AND SIGNATURES

MISCELLANEOUS

CONTACT US