Welcome to Waterfall DeFi (https://waterfalldefi.org), a website-hosted user interface (the “Interface” or “App”) provided by Waterfall DeFi Foundation (“we” or “us”). The Interface provides access to a decentralized protocol on the Binance Smart Chain (SBC) that allows suppliers and borrowers of certain digital assets to participate in tokenized risk management (the “Protocol”). This Terms of Service Agreement (the “Agreement”) is between you (referenced herein as “user” or “you”) and us. This Agreement explains the terms and conditions by which you may access and use the Interface. You must read this Agreement carefully. By accessing or using any services made available by us or one of our affiliates through the Interface or our mobile applications, or any other related services provided by us or our affiliates (collectively, the “Services”), you signify that you have read, understand, and agree to be bound by all of the terms and conditions contained in this Agreement (or these “Terms”). If you do not agree, you are not authorized to access or use the Services.
We reserve the right, in our sole discretion, to modify this Agreement from time to time. If we make any modifications, we will notify you by updating the date at the top of the Agreement and by maintaining a current version of the Agreement at https://waterfalldefi.org. All modifications will be effective when they are posted, and your continued use of the Interface will serve as confirmation of your acceptance of those modifications. If you do not agree with any modifications to this Agreement, you must immediately stop accessing and using the Interface. We encourage you to frequently review the Terms to ensure you understand the terms and conditions that apply to your access to, and use of, the Services.
To access or use the Interface, you must be able to form a legally binding contract with us. Accordingly, you represent that you (i) are at least eighteen years old and have the full right, power, and authority to enter into and comply with the terms and conditions of this Agreement on behalf of yourself under applicable laws, (ii) are an individual, legal person or other organization with full legal capacity and authority to enter into these Terms, and (c) have not previously been suspended or removed from using the Interface. If you are entering into these Terms on behalf of a legal entity of which you are an employee or agent, you represent and warrant that you have all necessary rights and authority to bind such legal entity.
By accessing and using the Services, you further represent that you are not on any trade or economic sanctions lists, such as the UN Security Council Sanctions List, designated as a “Specially Designated Nation by OFAC (Office of Foreign Assets Control of the U.S. Treasury Department) or placed on the U.S. Commerce Department’s “Denied Persons List”, or where your use of the Interface would be illegal or otherwise violate any applicable law. You further represent that your access and use of the Interface will fully comply with all applicable laws and regulations, and that you will not access or use the Interface to conduct, promote, or otherwise facilitate any illegal activity. We maintain the right to select our markets and jurisdictions to operate and may restrict or deny the Services in certain countries at our discretion.
We own all intellectual property and other rights, titles and interest in and to the Services and its contents, including (but not limited to) all source code, object code, data, information, price, charts, graphs, video and audio materials, software, text, images, trademarks, service marks, copyrights, patents, and designs used in the Interface. Unless expressly authorized by us, you may not copy, reproduce, modify, upload, post, transmit, collect, adapt, rent, license, sell, publish, distribute in any form or by any means, no matter manual or automated, or otherwise permit any third party to access or use the Interface or any of its contents. Provided that you are eligible, you are hereby granted a single, personal and limited license to access and use the Interface. This license is non-exclusive, non-transferable, and freely revocable by us at any time without notice or cause. Use of the Interface or its contents for any purpose not expressly permitted by this Agreement is strictly prohibited. Any such unauthorized use may violate copyright, patent, trademark, and any other applicable laws and could result in criminal or civil penalties. Unlike the Interface, the Protocol is comprised entirely of open-source software running on the public BSC blockchain and is not our proprietary property.
We care about your privacy. Although we will comply with all valid subpoena requests, we will carefully consider each request to ensure that it comports with the spirit and letter of the law, and we will not hesitate to challenge invalid, overbroad, or unconstitutional requests as appropriate. We use commercially reasonable safeguards to preserve the integrity and security of your personally identifiable information (“PII”) and aggregate data. However, we cannot guarantee that unauthorized third parties will never be able to obtain or use your PII or aggregate data for improper purposes. You acknowledge that you provide your PII and aggregate data at your own risk. By accessing and using the Interface, you understand and consent to our collection, use, and disclosure of your PII and aggregate data.
Citizens from the following countries will not be eligible to take part in our protocol: the United States, Balkans region, Belarus, Myanmar, Côte d'Ivoire, Cuba, Democratic Republic of the Congo, Iran, Iraq, Liberia, North Korea, People's Republic of China, Hong Kong, Sudan, Syrian Arab Republic, Zimbabwe, Algeria, Bangladesh, Bolivia, Cambodia, Ecuador, Nepal, Afghanistan, Burundi, Central African Republic, Malaysia, Ethiopia, Guinea, Guinea-Bissau, Lebanon, Sri Lanka, Libya, Serbia, Somalia, South Sudan, Tunisia, Trinidad and Tobago, Ukraine, Uganda, Venezuela, Yemen.
You agree not to engage in, or attempt to engage in, any of the following categories of prohibited activity in relation to your access and use of the Interface:
All information provided by the Interface is for informational purposes only and should not be construed as professional advice. You should not take, or refrain from taking, any action based on any information contained in the Interface. Before you make any financial, legal, or other decisions involving the Interface, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate.
General Risk Disclosure Notice
Investing in digital asset carries a high degree of risk. A relatively small movement in the market can lead to a large move in value to you and this can work against you, as well as for you. It is possible to lose all the value of the digital asset.
Even though the characteristics of each digital token vary, it is important that you understand the risks associated with trading in the relevant underlying market because fluctuations in the price of the underlying market will affect you and the profitability of your trades.
The Interface is provided on an “AS IS” and “AS AVAILABLE” basis. To the fullest extent permitted by law, we disclaim any representations and warranties of any kind, whether express, implied, or statutory, including (but not limited to) the warranties of merchantability and fitness for a particular purpose. You acknowledge and agree that your use of the Interface is at your own risk. We do not represent or warrant that access to the Interface will be continuous, uninterrupted, timely, or secure; that the information contained in the Interface will be accurate, reliable, complete, or current; or that the Interface will be free from errors, defects, viruses, or other harmful elements. No advice, information, or statement that we make should be treated as creating any warranty concerning the Interface. Accordingly, nothing contained on this Interface shall be construed as providing consult or advice to you. We do not endorse, guarantee, or assume responsibility for any advertisements, offers, or statements made by third parties concerning the Interface.
This Agreement is not intended to, and does not, create or impose any fiduciary duties on us. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated. You further agree that the only duties and obligations that we owe you are those set out expressly in this Agreement.
The Interface is mainly operated from facilities within Hong Kong The Interface may not be available or appropriate for use in other jurisdictions. By accessing or using the Interface, you agree that you are solely and entirely responsible for compliance with all laws and regulations that may apply to you. You may not use the Interface if you are a citizen, resident, or member of any jurisdiction or group that is subject to economic sanctions by the United States, or if your use of the Interface would be illegal or otherwise violate any applicable law.
AML and CTF Compliance
All activity in the Interface is subject to the laws, regulations, and rules of any applicable governmental or regulatory authority, including, without limitation, all applicable tax, anti-money laundering and counter-terrorist financing provisions. You agree and understand that by using the Service in any capacity, you shall act in compliance with and be legally bound by these Terms and all applicable laws and regulations, and failure to do so may result in the suspension of your ability to use the Services. For the avoidance of doubt, continue use of the Service is always conditioned on your continued compliance with these Terms and all applicable laws and regulations.
By accessing and using the Interface, you represent that you understand the inherent risks associated with using cryptographic and blockchain-based systems, and that you have a working knowledge of the usage and intricacies of digital assets such as bitcoin (BTC), ether (ETH), binance coin (BNB) and other digital tokens such as those following the BSC Token Standard (BEP-20). You further understand that the markets for these digital assets are highly volatile due to factors including (but not limited to) adoption, speculation, technology, security, and regulation. You acknowledge that the cost and speed of transacting with cryptographic and blockchain-based systems such as BSC are variable and may increase dramatically at any time. You further acknowledge the risk that your digital assets may lose some or all of their value while they are supplied to the Protocol. If you borrow digital assets from the Protocol, you will have to supply digital assets of your own as collateral. If your collateral declines in value such that it is no longer sufficient to secure the amount that you borrowed, others may interact with the Protocol to seize your collateral in a liquidation event. You further acknowledge that we are not responsible for any of these variables or risks, do not own or control the Protocol, and cannot be held liable for any resulting losses that you experience while accessing or using the Interface. Accordingly, you understand and agree to assume full responsibility for all of the risks of accessing and using the Interface and interacting with the Protocol.
The Interface may contain references or links to third-party resources, including (but not limited to) information, materials, products, or services, that we do not own or control. In addition, third parties may offer promotions related to your access and use of the Interface. We do not endorse or assume any responsibility for any such resources or promotions. If you access any such resources or participate in any such promotions, you do so at your own risk, and you understand that this Agreement does not apply to your dealings or relationships with any third parties. You expressly relieve us of any and all liability arising from your use of any such resources or participation in any such promotions.
You expressly agree that you assume all risks in connection with your access and use of the Interface and your interaction with the Protocol. You further expressly waive and release us from any and all liability, claims, causes of action, or damages arising from or in any way relating to your use of the Interface and your interaction with the Protocol.
Limitation of Liability
We are not liable to you for claims, costs, losses or damages caused by an event that is beyond our reasonable control (e.g. the acts or omissions of third parties, natural disasters, emergency conditions, government actions, equipment or communications malfunction). We are not liable for special, incidental, exemplary, punitive or consequential losses or damages of any kind.
Our total liability for any claim arising out of or relating to these Terms or our Services, regardless of the form of the action, is limited to the amount paid, if any, by you to access or use our Services. The limitation set forth in this section will not limit or exclude liability for gross negligence, fraud or intentional misconduct of us or for any other matters in which liability cannot be excluded or limit under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation or incidental or consequential damages, so the above limitations or exclusions may not apply to you.
Taxation
You undertake to pay all your taxes and duties, which can be resulted from the use of the Services and shall be paid according to your state of residence regulations. We are not responsible for any violation made by you due to your obligation to calculate and pay taxes and duties.
You agree to hold harmless, release, defend, and indemnify us and our officers, directors, employees, contractors, agents, affiliates, and subsidiaries from and against all claims, damages, obligations, losses, liabilities, costs, and expenses arising from: (a) your access and use of the Interface; (b) your violation of any term or condition of this Agreement, the right of any third party, or any other applicable law, rule, or regulation; and (c) any other party’s access and use of the Interface with your assistance or using any device or account that you own or control.
Under no circumstances shall we or any of our officers, directors, employees, contractors, agents, affiliates, or subsidiaries be liable to you for any indirect, punitive, incidental, special, consequential, or exemplary damages, including(but not limited to) damages for loss of profits, goodwill, use, data, or other intangible property, arising out of or relating to any access or use of the Interface, nor will we be responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access or use of the Interface or the information contained within it.
We assume no liability or responsibility for any:
Remedies for Breach of Terms
We reserves the right to seek all remedies available at law and inequity for violations of these Terms, including without limitation, the right to restrict, suspend or terminate your account or deny you access to the Services without notice; and we shall be entitled to disclose information (including, but not limited to, your user identity and personal details) when cooperating with law enforcement enquires (whether or not such enquiries are mandatory under applicable law) or where permitted under or otherwise comply with applicable law.
Network Control
We do not own or control any of the underlying software through which blockchain networks are formed and digital asset are created and transacted. In general, the underlying software for blockchain networks tends to be open source such that anyone can use, copy, modify, and distribute it. By using any of the Services, you understand and acknowledge that we are not responsible for the operation of the underlying software and networks that support cryptocurrencies and that we make no guarantee of functionality, security, or availability of such software and networks.
Confidentiality
You undertake not to disclose to any person or person any Confidential Information that you may acquire in the course of your use of the Services. For the purposes of these Terms, “Confidential Information” shall mean any written information (including information provided in electronic form) or oral information which is confidential or a trade secret or proprietary and which is clearly identified as confidential at the time of disclosure or would be assumed by a reasonable person to be confidential under the circumstances surrounding the disclosure. Notwithstanding the foregoing, Confidential Information shall not include information which is: (i) already known by you prior to receipt from us; (ii) publicly known or becomes publicly known through no wrongful act of you; (iii) rightfully received from a third party without you having knowledge of a breach of any other relevant confidentiality obligation; or (iv) independently developed by you. The obligations of this clause do not prevent you from disclosing Confidential Information either: (i) to a third party pursuant to a written authorisation from us; or (ii) to satisfy a requirement of, or demand by, a body or listing authority or any applicable law, provided that we are notified prior to such disclosure to the extent permitted by application law.
Absence of Waiver
Any failure or delay by us or our affiliates to enforce any of the Terms or exercise any right under the Terms will not be construed as a waiver to any extent of our rights.
Severability
If any provision of these Terms is found to be unenforceable or invalid under any applicable law, such unenforceability or invalidity shall not render these Terms unenforceable or invalid as a whole, and such provision shall be deleted without affecting the remaining provision herein.
Assignment
You acknowledge and agree that you may not assign, delegate, sub-contract or otherwise transfer your rights and/or obligations under the Terms. We may transfer, assign, delegate, sub-contract or otherwise transfer its rights and/or obligations under the Terms without notifying you or obtaining your consent.
Entire Agreement
These Terms, including any legal notices and disclaimers contained on this Interface, constitute the entire agreement between you and us in relation to your use of the Services, and supersedes all prior agreements and understanding with respect of the same.
We will use our best efforts to resolve any potential disputes through informal, good faith negotiations. If a potential dispute arises, you must contact us by sending an email to so that we can attempt to resolve it without resorting to formal dispute resolution. If we aren’t able to reach an informal resolution within sixty days of your email, then you and we both agree to resolve the potential dispute according to the process set forth below.
Any claim or controversy arising out of or relating to the Interface, this Agreement, or any other acts or omissions for which you may contend that we are liable, including (but not limited to) any claim or controversy as to arbitrability (“Dispute”), shall be referred to and solely, exclusively and finally resolved by arbitration in accordance with its commercial arbitration rules in force when notice of arbitration is submitted. The law of this arbitration clause shall be Hong Kong law. The arbitration proceedings shall be conducted in English. Arbitration hereunder may proceed notwithstanding that any party fails to participate in accordance with the Hong Kong International Arbitration Centre (“HKIAC”) Arbitration Rules, provided that proper notice of such arbitration has been given to such party, and the final award of the arbitral tribunal shall be binding on such party notwithstanding its failure to participate. Each party hereby irrevocably and unconditionally waive any objection that it may now or hereafter have to arbitration in accordance with this section.
Governing Law & Jurisdiction
The Terms and all Disputes (whether in tort, contract or otherwise) arising out of or relating in any way to the Terms, the Interface or the content, the negotiation, interpretation, validity or performance of the terms, the rights and obligations of you and us hereunder or any transaction contemplated by the Agreement shall be governed by and construed in accordance with the laws of Hong Kong without regard to the rules of principles of conflict of laws of any other jurisdiction that would permit or require the application of the laws of any other jurisdiction.
