Terms of Service

Welcome to https://www.duet.finance/, a website-hosted user interface (the “Site”) provided by Duet (”we,” ”our,” or ”us”). The Site provides access to a blockchain protocol that allows users to trade certain digital assets (the “Duet Protocol” or “Protocol”). The Site provides access to the Protocol and assists users in interacting with the Protocol but is distinct from the Protocol itself. We do not provide, manage, or control the Protocol itself. The Site is one, but not the exclusive, means of accessing the Protocol.

This Terms of Service Agreement (the “Agreement”) explains the terms and conditions by which you may access and use the Site. You must read this Agreement carefully. By accessing or using the Site, you acknowledge that you have read, understand, and agree to be bound by this Agreement in its entirety. If you do not agree, you are not authorized to access or use the Site and must not use the Site.

Please read this Agreement carefully as it governs your use of the Site. The Agreement contains important information, including a binding arbitration provision and a class action waiver, both of which impact your rights as to how disputes are resolved. You should only access the Site if you agree completely with the Agreement Information in relation to the way we handle personal information is included in our Privacy Statement, available here https://www.duet.finance/policy

This Agreement may be amended, changed, or updated by us at any time and without prior notice to you. You should check back often on the Site to confirm that your copy and understanding of this Agreement is current and correct. Your non-termination or continued access or use of the Site or any Services after the effective date of any amendments, changes, or updates constitutes your acceptance of the Agreement, as modified by such amendments, changes, or updates.

The access or use of the Site and any of the Services is void where such access or use is prohibited by, would constitute a violation of, or would be subject to penalties under applicable Laws, and shall not be the basis for the assertion or recognition of any interest, right, remedy, power, or privilege.

1. Definitions: In these Terms of Service and all documents incorporated herein by reference, the following words have the following meanings unless otherwise indicated: “Account” means a user’s account on the Site and other records, all as utilized by us from time to time to record a user’s balances of Digital Tokens, assist users in accessing the Protocol, and other usages of the Services. “Affiliate” means, in relation to Duet, a direct or indirect subsidiary of Duet, a direct or indirect parent of Duet, and any other entities owned by a direct or indirect parent of Duet. “AML” means anti-money laundering, including all applicable laws prohibiting money laundering or any acts or attempted acts to conceal or disguise the identity or origin of; change the form of; or move, transfer, or transport, illicit proceeds, property, funds, fiat currency, or Digital Tokens. “Anti-Corruption” means all applicable laws prohibiting corruption or bribery of government officials of any kind, including kickbacks, inducements, and any other forms of corruption or bribery. “CFT” means countering the financing of terrorism. “Digital Tokens” means a digital representation of value that functions as (i) a medium of exchange; (ii) a unit of account; (iii) a store of value, and/or (iv) other similar digital representations of rights or assets, which is neither issued nor guaranteed by any country or jurisdiction and does not have legal tender status in any country or jurisdiction. “Digital Tokens Wallet” means a third-party software application (or other mechanisms) that provides a means for holding, storing, and transferring Digital Tokens. We do not provide users with Digital Tokens Wallets and users must obtain a Digital Tokens Wallet from a third-party provider when accessing the Protocol through the Site. “Government” means any national, federal, state, municipal, local, or foreign branch of government, including any department, agency, subdivision, bureau, commission, court, tribunal, arbitral body, or other governmental, government-appointed, or quasi-governmental authority or component exercising executive, legislative, juridical, regulatory, or administrative powers, authority, or functions of or pertaining to a government instrumentality, including any parasternal company, or state-owned (majority or greater) or controlled business enterprise; “Government Official” means an officer or employee of any Government, a director, officer, or employee of any instrumentality of any Government, a candidate for public office, a political party or political party official, an officer or employee of a public international organization, and any person who is acting in an official capacity for any of the foregoing, even if such Person is acting in that capacity temporarily and without compensation; “Laws” means all laws, statutes, orders, regulations, rules, treaties, and/or official obligations or requirements enacted, promulgated, issued, ratified, enforced, or administered by any Government that apply to you, to us, or to the Site. “Person” includes an individual, association, partnership, corporation, company, other body corporate, trust, estate, and any form of organization, group, or entity (whether or not having separate legal personality). “Prohibited Jurisdiction” means any of Cuba, Democratic People’s Republic of Korea (North Korea), Iran, Syria, or Crimea (a region of Ukraine annexed by the Russian Federation), China (including the Chinese mainland, Hong Kong, and the Macao Special Administrative Region), Malaysia, the United Kingdom, and the United States (including all American territories, such as Puerto Rico, American Samoa, Guam, Northern Mariana Islands, and the Virgin Islands), Bangladesh, Bolivia, Ecuador, and Kyrgyzstan. “Prohibited Person” means the Government of Venezuela; any citizen or resident of, entity organized within, or Government or Government Official of, any Prohibited Jurisdiction; and any Sanctioned Person. “Sanctions List” means the “Specially Designated Nationals and Blocked Persons” (“SDN”) List and the Non-SDN Lists, including the “Sectoral Sanctions Identifications List,” published by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”); the Section 311 Special Measures for Jurisdictions, Financial Institutions, or International Transactions of Primary Money Laundering Concern published by the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”); and, any other foreign terrorist organization or other sanctioned, restricted, or debarred party-list published under Economic Sanctions, AML, or CFT Laws of or by Governments of the United States, European Union, United Kingdom, or the United Nations. “Sanctioned Person” refers to any person that is: (i) specifically listed in any Sanctions List; (ii) directly or indirectly owned 50 percent or more by any person or group of Persons in the aggregate listed in any Sanctions List, (iii) Government or Government Official of any Prohibited Jurisdiction; or (iv) that is otherwise sanctioned, restricted or penalized under applicable economic sanctions, AML, or CFT Laws. “Services” means any and all services provided on or through the Site, including, but not limited to, assistance in accessing and using the Protocol.

2. Right to Use the Site: If you (i) have an Account, (ii) are not a Prohibited Person, (iii) do not operate your Account for the benefit of a Prohibited Person, and (iv) otherwise fully comply with this Agreement, we grant you the limited right to use the Services.

The right to use the Services is a personal, restricted, non-exclusive, non-transferable, non-sublicensable, revocable, limited license, and it is subject to the limitations and obligations in this Agreement. Nothing in this Agreement gives you any license (other than as set out in this paragraph), right, title, or ownership of, in, or to the Site, any of the Services, the Copyrights, or the Marks. We may suspend or terminate the provision of Services to you or your Account at our sole discretion, as required by applicable Laws, where we determine that you have violated, breached, or acted inconsistent with any of this Agreement, or exposed us or any of our Affiliates to any liability under any applicable Laws.

Every Prohibited Person is strictly prohibited from directly or indirectly holding, owning, or operating an Account in any way or otherwise using the Services or the Site. No Account may be operated for the financial or other benefits of a Prohibited Person.

1. Proprietary Rights The trademarks, service marks, and trade names, including both word marks and design marks (the “Mark(s)”) are used by us and our Affiliates under license. You agree not to appropriate, copy, display, reverse engineer, or use the Marks or other content without express, prior, written permission from us or the owner of the Marks, including as a domain name, as social media profile/handle, on a website, in an advertisement or other marketing, as or in connection with a phone number, as or in connection with an email address, in Internet search results, in metadata or code, or in any other manner.

Unless otherwise indicated, all materials on the Site are used by us under license (“Copyrights”). You agree not to appropriate, copy, display or use the Copyrights or other content without express, prior, written permission from us or the third-party owner.

You may link to the Site’s homepage or other pages, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without prior, express, written consent.

The Site may provide certain social media features that enable you to link, send communications, or display certain content from the Site. You may use these features solely as they are provided by us. You may not establish a link from any website that is not owned by you, cause the Site or portions of it to be displayed on or by any other site (for example, by framing, deep linking, or in-line linking), or otherwise take any action with respect to the materials on the Site that is inconsistent with any other provision of this Agreement.

The Site and Services are protected by copyright, trademark, trade secret, and other intellectual property or proprietary rights laws in various jurisdictions. All rights not expressly granted to you in this Agreement are reserved by us or our licensor(s). Except as expressly authorized by us, you will not (i) license, sublicense, rent, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any Person all or any part of the Site or Services in any way; (ii) copy, modify, republish, distribute, or make derivative works based upon all or any part of Site or Services; (iii) “frame” or “mirror” all or any part of the Site or Services on any other server or wireless or Internet-based device; or (iv) reverse engineer or access all or any part of Site or its Services in order to (a) build a competitive product or service, (b) build a product or service using similar ideas, features, functions, or graphics of all or any part of the Site or Services, or (c) copy any ideas, features, functions, or graphics of all or any part of the Site or Services.

1. Additional Rights We reserve the following rights, which do not constitute obligations of ours: (a) with or without notice to you, to modify, substitute, eliminate or add to the Site; (b) to review, modify, filter, disable, delete and remove any and all content and information from the Site; and (c) to the extent permitted by law, to cooperate with any law enforcement, court or government investigation or order, or third party requesting or directing that we disclose information or content or information that you provide.

2. Prohibited Uses You may not: use the Site or any Services in order to disguise the origin or nature of illicit proceeds of, or to further, any breach of applicable Laws, or to transact or deal in, any contraband Digital Tokens or other funds or property of any kind derived from illegal activity; use the Site or any Services if any applicable Laws would prohibit, penalize, sanction, or otherwise expose us to liability for any Services furnished or offered to you under this Agreement; use the Site or any Services to interfere with or subvert the rights or obligations of us or the rights or obligations of any other user of the Site or the Protocol or any other person; use the Site or any Services to engage in conduct that is detrimental to us or any other user of the Site or the Protocol or any other person; falsify or materially omit any information or provide misleading or inaccurate information requested by us or any of our Affiliates at any time; post, submit, publish, display, or transmit any advertising or promotional material without the prior written consent of us or our Affiliates; engage in activity that violates any applicable law, rule, or regulation concerning the integrity of trading markets, including, but not limited to, the manipulative tactics such as spoofing and wash trading; engage in activity that seeks to interfere with or compromise the integrity, security, or proper functioning of any computer, server, network, personal device, or other information technology system, including (but not limited to) the deployment of viruses and denial of service attacks; engage in activity that violates any applicable law, rule, or regulation concerning the trading of securities or derivatives; utilize the Site or any Services for the financial or other benefits of a Prohibited Person; or violate, promote, cause a violation of, or conspire or attempt to violate this Agreement or applicable Laws. Any use as described in this section shall constitute a “Prohibited Use.” If we determine or suspect that you have engaged in any Prohibited Use, we may address such Prohibited Use through appropriate action as determined by us in our sole and absolute discretion. Such action may include making a report to any Government, law enforcement, or other authorities, without providing any notice to you about any such report, and suspending or terminating your access to the Site or any Services. In addition, should your actions or inaction result in a loss being suffered by us or any of our Affiliates, you shall pay an amount to us or the Affiliate so as to render us or the Affiliate whole, including the amount of taxes or penalties that might be imposed on us or the Affiliate.

3. Non-Custodial and No Fiduciary Duties The Site is a purely non-custodial application, meaning we do not control, hold, or otherwise have access to your Digital Tokens or the Digital Tokens Wallet you use when accessing the Services. You must use a third-party Digital Tokens Wallet to use the Services and we have no control over the use or security of any such Digital Tokens Wallet. You are solely responsible for the custody of the cryptographic private keys to the Digital Tokens Wallet(s) you hold. 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.

4. Non-Solicitation; No Investment Advice You agree and understand that all trades you submit through the Site are considered unsolicited, which means that you have not received any investment advice from us in connection with any trades and that we do not conduct a suitability review of any trades you submit.

All information provided by the Site is for informational purposes only and should not be construed as investment advice. You should not take, or refrain from taking, any action based on any information contained in the Site. We do not make any investment recommendations to you or opine on the merits of any investment transaction or opportunity. You alone are responsible for determining whether any investment, investment strategy, or related transaction is appropriate for you based on your personal investment objectives, financial circumstances, and risk tolerance.

1. No Warranties The Site 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. To the extent permitted by law, you acknowledge and agree that your use of the Site is at your own risk; we do not represent or warrant that access to the Site will be continuous, uninterrupted, timely, or secure; that the information contained in the Site will be accurate, reliable, complete, or current; or that the Site 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 Site. We do not endorse, guarantee, or assume responsibility for any advertisements, offers, or statements made by third parties concerning the Site.

2. Assumption of Risk There is no guarantee against losses when interacting with the Protocol through the Site. You should not trade in Digital Tokens unless you understand the associated risks. You should never trade more than you are willing to lose.

By accessing and using the Site, you represent that you are financially and technically sophisticated enough to 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 Tokens. In particular, you understand that blockchain-based transactions are irreversible.

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 and accept that the cost and speed of transacting with cryptographic and blockchain-based systems are variable and may increase dramatically at any time. You further acknowledge and accept the risk that your digital assets may lose some or all of their value while they are supplied to the Protocol through the Site. You understand that anyone can create a token, including fake versions of existing tokens and tokens that falsely claim to represent projects, and acknowledge and accept the risk that you may mistakenly trade those or other tokens. You further acknowledge that we are not responsible for any of these variables or risks, do not manage or control the Protocol, and cannot be held liable for any resulting losses that you experience while accessing or using the Protocol through the Site. Accordingly, to the extent permitted by law, you understand and agree to assume full responsibility for all of the risks of accessing and using the Site to interact with the Protocol.

1. Third-Party Resources and Promotions The Site 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 Site. 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. To the extent permitted by law, you relieve us of any and all liability arising from your use of any such resources or participation in any such promotions.

2. Release of Claims To the extent permitted by law, you expressly agree that you assume all risks in connection with your access and use of the Site and your interaction with the Protocol. To the extent permitted by law, 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 Site and your interaction with the Protocol.

3. Indemnity You agree to hold harmless, release, defend, and indemnify us and our officers, directors, employees, contractors, agents, and Affiliates from and against all claims, damages, obligations, losses, liabilities, costs, and expenses arising from: (a) your access and use of the Site; (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 Site with your assistance or using any device or account that you own or control.

4. Limitation of Liability Under no circumstances shall we or any of our officers, directors, employees, contractors, agents, or Affiliates 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 Site, nor will we be responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access or use of the Site or the information contained within it. We assume no liability or responsibility for any: (a) errors, mistakes, or inaccuracies of content; (b) personal injury or property damage, of any nature whatsoever, resulting from any access or use of the Site; (c) unauthorized access or use of any secure server or database in our control, or the use of any information or data stored therein; (d) interruption or cessation of function related to the Site; (e) bugs, viruses, trojan horses, or the like that may be transmitted to or through the Site; (f) errors or omissions in, or loss or damage incurred as a result of the use of, any content made available through the Site; and (g) the defamatory, offensive, or illegal conduct of any third party. Under no circumstances shall we or any of our officers, directors, employees, contractors, agents, affiliates, or subsidiaries be liable to you for any claims, proceedings, liabilities, obligations, damages, losses, or costs in an amount exceeding the amount you paid to us in exchange for access to and use of the Site, or 100 euros, whichever is greater. This limitation of liability applies regardless of whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, and even if we have been advised of the possibility of such liability. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of certain liabilities and damages. Accordingly, some of the disclaimers and limitations set forth in this Agreement may not apply to you. This limitation of liability shall apply to the fullest extent permitted by law.

5. Resolution of Disputes 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 [e-mail] 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 ninety days of your email, then you and we both agree to resolve the potential dispute according to the process set forth below.

All disputes arising out of or in connection with 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, shall be finally settled under the Rules of Arbitration (“Rules”) of the International Chamber of Commerce by a single arbitrator appointed in accordance with said Rules. No award or procedural order made in the arbitration shall be published. You understand that you are required to resolve all Disputes by final arbitration. The arbitration shall occur in English and will be held in Singapore unless you and we both agree to hold it elsewhere. Unless we agree otherwise, the arbitrator may not consolidate your claims with those of any other party.

If you are a consumer in the European Union, the foregoing shall be without prejudice to any applicable provisions of mandatory consumer protection law under the laws of your country of residence, to the extent that these offer you more protection in the European Union.

1. Class Action and Jury Trial Waiver You must bring any and all Disputes against us in your individual capacity and not as a plaintiff in or member of any purported class action, collective action, private attorney general action, or other representative proceedings. This provision applies to class arbitration. You and we both agree to waive the right to demand a trial by jury. If you are a consumer in the European Union, the foregoing shall be without prejudice to any applicable provisions of mandatory consumer protection law under the laws of your country of residence, to the extent that these offer you more protection in the European Union.

2. Governing Law You agree that the laws of Singapore, without regard to principles of conflict of laws, govern this Agreement and any dispute between you and us. You further agree that the Site shall be deemed to be based solely in Singapore and that although the Site may be available in other jurisdictions, its availability does not give rise to general or specific personal jurisdiction in any forum outside Singapore.

If you are a consumer in the European Union, the foregoing shall be without prejudice to any applicable provisions of mandatory consumer protection law under the laws of your country of residence, to the extent that these offer you more protection in the European Union.

1. Language and Contact details The Agreement and any information or notifications that you or we are to provide shall be in English. If you have any questions relating to this Agreement, your rights and obligations arising from these Terms and/or your use of the Site or any other matter, please, contact at [e-mail]

2. Entire Agreement These Terms constitute the entire agreement between you and us with respect to the subject matter hereof. This Agreement supersedes any and all prior or contemporaneous written and oral agreements, communications, and other understandings (if any) relating to the subject matter of this Agreement.