Peer to Peer Lending
PLEASE CAREFULLY READ THESE TERMS AND CONDITIONS BEFORE MAKING ANY DECISION TO USE ANY PRODUCT OR SERVICE PROVIDED BY SPITFIRE TECHNOLOGY (THE “COMPANY”) A CAYMAN ISLANDS REGISTERED COMPANY.
THESE TERMS AND CONDITIONS, AND OUR PRIVACY POLICY GOVERN YOUR USE OF OUR WEBSITE, THE SMART CONTRACTS AND ANY AUTHORISED INTERFACE TO OUR SMART CONTRACTS, WHICH FACILITATES INTERACTION WITH CERTAIN DECENTRALISED CRYPTOGRAPHIC PROTOCOLS, WHICH WE MAY OWN, CONTROL OR DEPLOY, TO FACILITATE DECENTRALISED PEER TO PEER LENDING OF NON-FUNGIBLE TOKENS (“NFTS”). OUR WEBSITE, SMART CONTRACTS AND AUTHORISED INTERFACES (“PLATFORM”) CAN BE USED TO FACILITATE DECENTRALISED PEER TO PEER LENDING AND SHARING OF NFTS, WHEREBY THE PARTIES ARE ENGAGING DIRECTLY WITH EACH OTHER TO NEGOTIATE AND AGREE TO A LENDING OR SHARING ARRANGEMENT. THE PLATFORM ACTS AS A TOOL USED BY EACH PARTY TO DEAL DIRECTLY WITH EACH OTHER IN A LENDING, BORROWING OR SHARING ARRANGEMENT.
THESE TERMS AND CONDITIONS MAY AFFECT YOUR OBLIGATIONS AND LEGAL RIGHTS, INCLUDING BUT NOT LIMITED TO WAIVER OF RIGHTS AND LIMITATIONS OF LIABILITY. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU ARE NOT PERMITTED TO USE THE PLATFORM. BY USING THE LENDING, BORROWING AND SHARING SMART CONTRACTS, YOU ACKNOWLEDGE THAT YOU HAVE FULLY READ, UNDERSTOOD, AND IRREVOCABLY ACCEPT AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. YOU MUST ALSO MONITOR THE WEBSITE FOR ANY ANNOUNCEMENTS FROM THE COMPANY AS THEY MAY ADD TO, OR CHANGE, THESE TERMS AND CONDITIONS FROM TIME TO TIME. YOU MUST NOT USE THE PLATFORM IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS.
ARBITRATION NOTICE
BY AGREEING TO THESE TERMS AND CONDITIONS, YOU AGREE TO RESOLVE ANY DISPUTE BETWEEN YOU AND THE COMPANY THROUGH INDIVIDUAL, BINDING ARBITRATION, AND NOT IN COURT. YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO THE DISPUTE RESOLUTION PROVISIONS WHICH SETS OUT THE RELEVANT DETAIL. IF YOU ARE IN A JURISDICTION WHICH PROHIBITS ARBITRATION, THE GOVERNING JURISDICTION PROVISIONS WILL APPLY TO YOU.
Background
The services are provided by the Company through an interface authorised by the Company on the ZED RUN platform. VHS or the ZED RUN business (ZED) do not provide the services set out herein.
The Company provides the interface for submitting and accepting offers between Lenders and BorrowersThe interface to the Company Services is provided under the description of Lending Marketplace, within the ZED platform. The Lending Marketplace includes smart contracts, and an interface which you can use pursuant to these terms and conditions.
Neither ZED nor the Company is a broker, financial organisation, lender, borrower, or intermediary. The services offered by the Company and the Platform are administrative only, and assist a Lender and Borrower to transact directly with each other.
The Company, and Platform is not a party to any agreement between the Lender and Borrower.The Lender and Borrower are not entering into an investment arrangement. The Lending and borrowing arrangement enabled by the Lender and Borrower using smart contracts is directly between the Lender and Borrower, without an intermediary, or arranger.
1. Use
Using this platform is prohibited if:
a. You are under 18 years old;
b. You are using the Platform unlawfully;
c. You are in a jurisdiction which prohibits peer-to-peer NFT lending or sharing;
d. You use bots, scrapers, snipers or other software to use the Platform in a way not intended by the Company;
e. You do not acknowledge that any lending transaction is directly between you and another user, and not with the Company or ZED;
f. You do not consent and agree to these Terms and Conditions.
2. Decentralised Lending Services
a. The Platform provides individuals with an interface to engage with the blockchain using smart contracts to facilitate NFT lending and sharing. The Company may not own or operate the blockchain. The Company provides an interface to tools to enable users to interact and engage directly with each other in a peer-to-peer manner.
b. Individuals can engage with other individuals in a decentralised manner, by interacting with smart contracts to advertise their lending services, make offers to loan their NFTs, invite offers to borrow their NFTs, accept another individual’s offer, negotiate with another individual for a loan and borrowing arrangement, negotiate commercial terms directly with other individuals, request payment directly from an individual, make payment directly to an individual and other related serviced (“Marketplace”).
c. To offer your NFT to another individual to borrow or share, you will connect your wallet to give instructions to interact with the lending smart contracts. Once you instruct the smart contract interface, your instructions will be passed to the relevant part of the smart contract to complete the transaction for you.
d. You are responsible for verifying the description of any NFT you intend to lend or borrow. The Company does not verify NFT descriptions, and is not liable for description errors.
e. Neither the Company nor ZED loans, borrows or takes custody of NFTs and neither the Company nor ZED is an agent, broker, or custodian, for any user of the Lending Marketplace, or smart contracts.
f. The lending period may be published on the ZED Platform, the interface, or may be agreed between the parties, subject to the interface restrictions. A borrowed NFT will be returned to the Lender at the end of the Lending Period.
g. To offer an NFT for loan on the Marketplace, a user engages with, and activates, a lending smart contract and at the instruction of the Lender, a Lender’s NFT may be locked up by the smart contract pending the relevant conditions occurring to either process the transaction between a Lender and Borrower, or withdraw the offer to lend or share an NFT. The smart contract transactions will occur on the blockchain network which governs the NFT.
h. The payments and transactions made through the smart contracts are not controlled by the Company or ZED. The Company is unable to intervene in a transaction, or reverse a transaction.
i. Neither the Company nor ZED has liability to any party engaging with the Platform or the ZED Platform for damages or any claim arising from any transaction engaged in by a Platform user.
j. The Company may amend or delete part, or all, of the functionality of the Platform, without notice.
k. Transactions take place on the blockchain, and the Company does not take custody of NFTs, and is not a custodian or agent for any user. NFTs are transferred into smart contracts at the instruction of users, and released from smart contracts subject to the agreement reached between the Lender and Borrower of an NFT. Users will make or receive payments through wallets they connect to the smart contracts.
l. The Company has no control over the smart contract transactions, and the Company is not able to reverse transactions.
m. The Company is not responsible for the smart contract transactions between the Lender and Borrower, and holds no liability in the event something goes wrong with the transaction.
n. You agree that any fees payable can be made automatically by the smart contracts, and the Company does not have control of the funds, or obligation to collect the fees.
3. Fees
Any fees chargeable for Lending and/or Borrowing will be described in the Lending Marketplace, and unless such fees are so described, the fees for Lending and Borrowing will be waived.
4. Limitation of Liability
a. To the maximum extent permitted by law:
i)The Company, ZED or its service providers involved in creating, producing, or delivering the services are not liable for any incidental, special, or consequential damages, or damages for lost revenue, lost profit, lost opportunity, loss of data or goodwill, service interruption, system failure or the cost to substitute services of any kind arising out of or in connection with these terms or from the use of or inability to use the services, whether based on warranty, contract, tort(including negligence), product liability or any other legal theory, and whether or not the Company or its service providers have been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed in its essential purpose. some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you;
ii) In no event will the aggregate total liability of the Company and its agent, representatives, and affiliates arising out of or in connection with these terms or from the use of or inability to use the services exceed the amounts you have paid or are payable by you to the Company for use of the services or two hundred U.S. dollars ($200), if you have not had any payment obligations to the Company, as applicable.
b. The exclusions and limitations of damages set forth above are fundamental conditions of the basis of the agreement between the Company and you.
c. Any NFTs you Loan, or Borrow, are “as is” and there is no representation that they are fit for any purpose.
5. Governing Jurisdiction
These Terms and any action related thereto will be governed by the Cayman Islands arbitration law, and the laws of the Cayman Islands, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in the Dispute Resolution clause, the exclusive jurisdiction for all Disputes that are not required to be arbitrated will be the Cayman Islands and you and the Company each waive any objection to jurisdiction and forum of such courts.
6. Dispute Resolution
You and the Company must first attempt to resolve any dispute, or claim arising out of or relating to these Terms and Conditions or their termination, enforcement, interpretation, breach or validity, or the use of the services or Platform (“Dispute”) in an informal manner, in good faith.
Therefore, neither you nor the Company will commence a formal arbitration process for at least ninety (90) days after one party receives notice from the other party of a potential, or actual, dispute in writing.
You and the Company agree that:
a. Any Dispute will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding.
b. The Cayman Islands Arbitration Act (2012) (“Act”) governs the interpretation and enforcement of these Terms and Conditions Terms
c. You and the Company each waive the right to a trial by jury or to participate in a class action.
d. The arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.
e. Arbitration provision shall survive termination of these Terms and Conditions.
f. As limited exceptions the Company and you may seek to resolve a Dispute in small claims court if it qualifies; and both you and the Company retain the right to seek injunctive or other equitable relief from a court to prevent, or otherwise seek remedy for, the infringement or misappropriation of intellectual property rights of the Company, ZED, or a 3rd party which has intellectual property rights in any NFTs subject to this agreement.
You and the Company agree that costs of arbitration will be payable according to the Act and the Company will not recover the administration and arbitrator fees the Company is responsible for paying, unless the arbitrator finds your Dispute is frivolous.If the Company is successful in arbitration, the Company will pay its legal costs and will not recover those costs from you. If you are successful in arbitration, you will be entitled to seek an award of legal costs under the applicable law.
Except as provided in item 6(f), the arbitrator will determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favour of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that the Company or you are successful in your claim and seek injunctive relief that has the primary purpose of prohibiting unlawful acts that threaten future injury to the public, the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
7. Class Action Waiver
a. The Company agrees that it can only bring claims against you in its personal capacity, and not as a plaintiff or class member in any class, representative proceedings, or any proceedings funded by a 3rd party litigation fund,
b. You agree that you can only bring claims against the Company in your personal capacity, and not as a plaintiff or class member in any class, representative proceedings, or any proceedings funded by a 3rd party litigation fund.
c. You and the Company agree that if either your or the Company’s dispute is brought to, or resolved by, arbitration, the arbitrator must not consolidate another person’s claims with your claims, and must not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
8. Severability
With the exception of the Class Action Waiver in clause 7, if an arbitrator or court of competent jurisdiction decides that any part of these Terms and Conditions is invalid or unenforceable, the other parts of these Terms and Conditions will still apply.
9. Suspension or Termination
a. We may suspend or terminate your access to the Platform at any time without notice to you, as required by any governmental authority, any applicable law or if the Company in its sole discretion determines you are, or may be, in breach of these Terms and Conditions, or the terms and conditions of ZED or any third-party service provider.
b. Such suspension or termination shall not constitute a breach of these Terms and Conditions by the Company, and you acknowledge and agree that the Company, ZED or any relevant 3rd party, shall have no liability or obligation to you in such an event and that you will not be entitled to a refund of any amounts that you have already paid to us or any third party, to the fullest extent permitted by applicable law.
c. The company put measures in place to limit and control the ability of you or anyone acting for you, directly or indirectly, to use the Platform.
10. Disclaimers
a. The Platform, and related services are provided on an “as is” and “as available” basis without warranties of any kind. Neither the Company, nor ZED make any warranty that the Platform, and related services will meet your requirements; will be available on an uninterrupted, error free, secure, basis; will be reliable, complete, legal or accurate;
b. The Company and ZED disclaim all other warranties, express or implied, including without limitation any implied warranty of merchantability, fitness for purpose, non-infringement, to the maximum extent possible by applicable law.
c. With regard to third party services, the Company and ZED disclaim all responsibility or liability for third party services, and no use of the Platform, related services, or the ZED Platform is an endorsement of, affiliation with, or recommendation of, any third party services.
11. Entire Agreement
a. These Terms and Conditions contain the entire understanding and agreement between you and the Company regarding the Platform and related services.
b. If any provision of these Terms and Conditions is unenforceable or invalid by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible, and the other provisions of these Terms and Conditions will remain in full force and effect.
c. You may not transfer, assign, or novate these Terms and Conditions without the written consent of the Company.
d. The Company may freely assign or transfer these Terms and Conditions without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
e. The Company’s failure to enforce any provision or right of these Terms and Conditions will not be considered a waiver of such right or provision.
Last Updated: September 2022