DEX Terms and Conditions

TERMS OF USE December 2023 This end-user agreement (the "Agreement") should be read by you (the "User") in its entirety prior to your use of Genius Yield Association’s Services or products. Be aware that this Agreement constitutes a legally binding agreement between you and Genius Yield Association (referred to herein as "Genius Yield", "us" or "we") which owns and operates the website on the Internet and the Services at https://www.geniusyield.co/ (the "Services"). By accessing or using the site or Genius Yield Services, you agree that you have read, understood, and agree to be bound by this agreement.

1. General Conditions of use

1.1. By signing up to use an account through any of the Genius Yield Users’ social websites made available through the Genius Yield Platform, you agree to comply with and be legally bound by this Agreement. If you do not agree to any of the terms set forth in this Agreement or any subsequent modification to the Agreement, you may not access or use any of the Genius Yield Services and must stop use of them immediately.

1.2. We may amend or modify this Agreement by posting such amended or modified Agreement ("Revised Agreement") on the Genius Yield Platform. By continuing to access or use the Genius Yield Services once the Revised Agreement is effective, you agree to be bound by its terms.

1.3. To be eligible to use the Genius Yield Services, you must be at least 18 years old (or the applicable age of majority and contractual capacity in each qualifying jurisdiction). By accessing or using the Genius Yield Services you represent and warrant that you are 18 or older.

1.4. Genius Yield disclaims any and all warranties, expressed or implied, in connection with the Services which are provided to you "as is" and we provide you with no warranty or representation whatsoever regarding its quality, fitness for purpose, completeness, or accuracy.

1.5. The term "Genius Yield", its domain names and any other trademarks, or Services marks used by Genius Yield as part of the Services (the "Trademarks"), are solely owned by Genius Yield. In addition, all content on the website, including, but not limited to, the images, pictures, graphics, photographs, animations, videos, music, audio, and text (the "Site Content") belongs to Genius Yield and is protected by copyright and/or other intellectual property or other rights. You hereby acknowledge that by using the Services, you obtain no rights in the Site Content and/or the trademarks, or any part thereof. Under no circumstances may you use the Site Content and/or the trademarks without Genius Yield’s prior written consent. Additionally, you agree not to do anything that will harm or potentially harm the rights, including the intellectual property rights of Genius Yield.

2. Disclaimer

GENIUS YIELD IS NOT A REGULATED ENTITY (BANK, SECURITIES FIRM, FINANCIAL INSTITUTION, FINANCIAL SERVICES PROVIDER OR PROVIDER OF SIMILAR SERVICES) AND DOES NOT PROVIDE INVESTMENT OR FINANCIAL ADVICE, FINANCIAL SERVICES OR CONSULTING SERVICES TO USERS OF THE SERVICES.

3. Authority/Terms of Services: You agree to the rules of the Services provided and described on the https://www.geniusyield.co/ website. Genius Yield retains all authority over the issuing, maintenance, and closing of the Services. The decision of Genius Yield concerning any use of the Services, or dispute resolution, is final and shall not be open to review or appeal.

4. Your Representations and Warranties: Prior to your use of the Services and on an ongoing basis you represent, warrant, covenant, and agree that:

4.1. There is a risk of losing cryptocurrency and other funds of value when using the Services and Genius Yield has no responsibility to you for any such loss;

4.2. Your use of the Services is at your sole option, discretion, and risk. You hereby accept full responsibility for any consequences that may arise from your use of the Services, and expressly agree and acknowledge that Genius Yield shall have absolutely no liability in this regard.

4.3. You are solely responsible for any applicable taxes which may be payable on cryptocurrency traded or transacted by you through your using the Services;

4.4. Any cryptographic tokens, blockchain technology, or distributed ledger technology-related projects are new and relatively untested, and outside of both our and our Users’ exclusive control. Any adverse changes in market forces, technology, and regulatory environment impacting our performance under this Agreement shall absolve us from responsibility in this regard, including but not limited to hacking attacks, possible theft, unfavorable regulatory action, or unclear legal/tax status of cryptographic tokens.

4.5. (i) You are eighteen years of age or older, (ii) you are of the age of majority in your jurisdiction, (iii) you are accessing the Services from a jurisdiction in which it is legal to do so, (iv) your use of the Services is not prohibited by applicable law, and at all times compliant with applicable law; and (v) you are solely responsible for use of the Services and, if applicable, for all activities that occur on or through your User account.

5. Assumption of Risks By accessing and utilizing any of our Services, you represent and warrant that you possess adequate technical and financial knowledge to comprehend the inherent risks involved in using cryptographic and blockchain-based systems. You also acknowledge and understand the intricacies of digital assets, including but not limited to Cardano (ADA), stablecoins, and other digital tokens. You further acknowledge and understand that the markets for these digital assets are nascent and highly volatile due to factors such as adoption, speculation, technology, security, and regulation. You also acknowledge and understand that anyone can create a token, including fake versions of existing tokens and tokens that falsely claim to represent projects.

You specifically acknowledge and accept the risks associated with such tokens and understand that so-called stablecoins may not be as stable as they purport to be, may not be fully or adequately collateralized, and may be subject to panics and runs. Moreover, you understand that smart contract transactions automatically execute and settle, and that blockchain-based transactions are irreversible once confirmed. You acknowledge and accept that the cost and speed of transacting with cryptographic and blockchain-based systems, such as Cardano, are variable and may increase dramatically at any time. If you act as a liquidity provider to the protocol through the interface, you understand that your digital assets may lose some or all of their value while they are supplied to the protocol through the interface due to the fluctuation of prices of tokens in a trading pair or liquidity pool. In summary, you acknowledge and agree 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 may incur while accessing or using any of our products. Accordingly, you understand and agree to assume full responsibility for all the risks of accessing and using the interface to interact with the protocol.

6. User Interface and Protocol The User Interface (“UI”) is a web or mobile-based platform that facilitates access to a decentralized protocol on the Cardano Blockchain, which enables users to trade compatible digital assets (the “Protocol”). The UI is separate from the Protocol and is one of the methods, but not the sole means of accessing it. The Protocol is a decentralized peer-to-peer computer Services protocol that users can access to provide digital asset liquidity, trade Cardano tokens or tokens of other blockchains with other users, and perform other tasks. By using the Interface, you acknowledge that you are not engaging in the purchase or sale of digital assets from Genius Yield, and we do not operate any liquidity pools.

Your use of the Protocol involves various significant risks, including, but not limited to, financial loss while digital assets are being supplied to the Protocol and financial loss due to the fluctuation of prices of tokens in a trading pair or liquidity pool. Genius Yield does not provide, own, or control the Protocol, which is run independently by smart contracts deployed on the Cardano blockchain. The Protocol does not constitute an account by which Genius Yield or any other third parties act as financial intermediaries or custodians. While the software code has undergone beta testing and continues to be improved by feedback from the developer community, open-source contributors and beta-testers, we cannot guarantee that there will be no bugs in the Protocol. Some upgrades and modifications to the Protocol could be proposed and potentially implemented via a community-driven process by holders of GENS, the Genius Yield token.

Before using the Protocol, you should closely review the relevant documentation to make sure that you understand how the Protocol works and the risks of your use of the Protocol.

Traders’ fees for trades are generally credited to liquidity providers for the Protocol or Protocol owned liquidity. Genius Yield does not typically provide liquidity into Protocol liquidity pools, and liquidity providers are autonomous third parties.

To access the UI, you must use non-custodial wallet software that enables interaction with public blockchains. Your relationship with the non-custodial wallet provider is regulated by the applicable Terms of Services, including those of third-party wallets under this Agreement. Genius Yield does not have custody or control over the contents of your wallet, and we cannot retrieve or transfer its contents. By connecting your wallet to our interface, you accept to be bound by this Agreement and all of its incorporated terms.

7. Prohibited Uses and Termination

7.1. In connection with your use of the Genius Yield Services, and your interactions with other Users, and third parties you agree and represent you will not engage in any illegal, unauthorized, or improper activity, which are: ● Infringe any proprietary rights, including but not limited to copyrights, patents, trademarks, or trade secrets of Genius Yield; ● Use the Services to transmit any data or send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware, or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware; ● Make any backup or archival copies of the platform or any part thereof, including disassembling or de-compilation of the platform;

7.2. We reserve the right to (a) modify or discontinue any portion of the Genius Yield Services, and (b) suspend or terminate your access to the Genius Yield Services, at any time, and from time to time, without notice to you in certain, limited circumstances described herein. You agree that we shall not be liable to you or any third party for any modification or termination of the Genius Yield Services, or suspension or termination of your access to the Genius Yield Services, except to the extent otherwise expressly set forth herein.

8. Non-Solicitation: You agree and understand that all usage of the site and the Services is considered unsolicited, which means that you have not received any investment, legal, tax or financial advice from us in connection with any such usage, and that we do not conduct a suitability review of any such usage. All information provided within the site or the Services is for informational purposes only and should not be construed as investment, legal, tax or financial advice.

9. No Fiduciary Duties: These Terms are 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 to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are irrevocably disclaimed, waived, and eliminated. You further agree that the only duties and obligations that we owe you are those expressly set out in these Terms.

10. Retention of Intellectual Property Rights of the Genius Yield Platform

10.1. The Genius Yield Platform and all Genius Yield Services, including their design elements or concepts and any underlying intellectual property, including, but not limited to, all trademarks, are the property of Genius Yield and/or Genius Yield Customers (as applicable), and are protected by copyright, patent, trade secret, and other intellectual property laws.

10.2. Genius Yield and Genius Yield Customers retain any and all rights, title, and interest in and to the Genius Yield Platform and and to the Genius Yield Services (including, without limitation, all intellectual property rights), including all copies, modifications, extensions, and derivative works thereof. Your right to use the Genius Yield Platform and Genius Yield Services is limited to the rights expressly granted in these Terms. Except as stated in these Terms, nothing in these Terms should be construed as conferring any right in or license to Genius Yield’s or any third party’s intellectual rights.

10.3. You may not: Copy, create derivative works, distribute, publish, reverse engineer, decompile, disassemble, modify, or translate the Genius Yield website or the Services; or Use the Services that in any way is prohibited by applicable laws or regulations (each of the above herein defined as an "Unauthorized Use"). You agree that you will be solely responsible for any damage, costs, or expenses arising out of or in connection with any unauthorized use by you

11. Jurisdiction and Governing Law

11.1. The laws of Switzerland (with the exclusion of any rules that might lead to the use of any other law which is not the law of Switzerland) will govern the validity and construction of this Agreement, any separate agreement whereby we provide you any Services and any dispute arising out of or in relation to this Agreement or such separate agreement.

11.2. You may not use the Services if you are located in, or are a citizen or resident of any state, country, territory or other jurisdiction where your use of the Services would be illegal or where your use of the Services would amount to any violation of any applicable law either by you or by Genius Yield, which is your obligation to check before using the Services, including but not limited to (i) the United States (being the United States of America (including the states and District of Columbia) and any of its territories, possessions and other areas subject to its jurisdiction); (ii) China; (iii) Canada; (iv) Russia (v) any Financial Action Task Force (FATF) high-risk jurisdiction or a FATF jurisdiction with strategic deficiencies; (vi) Cuba; (vii) Democratic People’s Republic of Korea (North Korea); (viii) Iran; (ix) Pakistan; (x) Syria; (xi) the Crimea region of Ukraine; (xii) United Kingdom, (xiii) European Union member states, (xiv) Japan, (xv) South Korea, (xvi) Australia, and (xvii) any jurisdiction for which Services, or any offer or solicitation in respect of the Services, would require registration or licensing not obtained by Genius Yield or otherwise would be unlawful. The Services are also not available to any person who is the subject of economic or financial sanctions or trade embargoes administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control (OFAC) or the U.S. Department of State or (b) the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom; or (c) any other relevant sanctions authority (Sanctions) or is organized or resident in a country or territory that is the subject of country-wide or territory-wide Sanctions.

For the avoidance of doubt, the foregoing restrictions on Services from prohibited jurisdictions apply equally to residents and citizens of other nations while located in a prohibited jurisdiction. Any attempt to circumvent the restrictions on usage by any persons located in a prohibited jurisdiction or restricted jurisdiction is a breach of this Agreement. An attempt at circumvention includes, but is not limited to, manipulating the information used by Genius Yield to identify your location and providing Genius Yield with false or misleading information regarding your location or place of residence. We may implement controls to restrict access to the Services from any jurisdiction prohibited pursuant to these Terms. You agree to comply with these Terms even if our methods to prevent the use of the Services are not effective or can be bypassed.

12. Third-Party Services

12.1. The Services may include Services, content, and information owned, made available, or otherwise licensed by a third party ("Third-Party Services") or contain links to Third Party Services. You understand that Third-Party Services are the responsibility of the third party that created or provided it and acknowledges that the use of such Third Party Services is solely at your own risk.

12.2. Genius Yield makes no representations and excludes all warranties and liabilities arising out of or pertaining to such Third Party Services, including its accuracy or completeness.

12.3. All intellectual property rights in and to Third-Party Services are the property of the respective third parties.

13. Genius Yield Token

13.1. Genius Yield issued a blockchain-based token called "GENS Token" on the Cardano Network. GENS Token is classified as the utility token designed to be used solely on the Genius Yield Platform.

13.2. Users who stake GENS Tokens in our staking pools will be eligible to participate in the fee-sharing program.

13.3. Users who stake GENS Tokens in our staking pools are getting additional rewards in the form of GENS tokens. Each staking pool provides a dynamic annual percentage yield (APY). This number is not a guarantee and can be changed at any time. We are not responsible for your potential losses when the staking pool APY is adjusted.

13.4. GENS Token is not considered a security of any kind, and it also does not carry any right to vote, manage or share in the Genius Yield Platform.

13.5. GENS Token is neither money nor legal tender/currency, whether fiat or otherwise, and it does not carry any value whether it is intrinsic or assigned.

14. Breach

14.1. Without prejudice to any other rights, if a User breaches in whole or in part any provision contained herein, Genius Yield reserves the right to take such action as it sees fit, including terminating this Agreement or any other agreement in place with the User and/or taking legal action against such User.

14.2. You agree to indemnify and hold harmless Genius Yield, its affiliates, subsidiaries, licensors, and their respective directors, officers, members, managers, employees, and agents from and against any and all claims and expenses arising out of your use of the Services, a breach of any provision of these Terms by you or any person using the Services on your behalf, a breach by you of any applicable laws, or any third-party claim to the extent arising from or connected with an allegation that your use of the Services in accordance with these Terms infringes any rights of a third party.

15. Force Majeure

15.1. Genius Yield shall have no liability for delays, failure in performance, or interruption of Services which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, any delay or failure due to any act of God, the act of civil or military authorities, the act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet Services or network provider Services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.

15.2. You agree to indemnify and hold harmless Genius Yield, its affiliates, subsidiaries, licensors, and their respective directors, officers, members, managers, employees, and agents from and against any and all claims and expenses arising out of your use of the Services, a breach of any provision of these Terms by you or any person using the Services on your behalf, a breach by you of any applicable laws, or any third-party claim to the extent arising from or connected with an allegation that your use of the Services in accordance with these Terms infringes any rights of a third-party.

16. Miscellaneous

16.1. Severability: If a provision of this Agreement is or becomes illegal, invalid, or unenforceable in any jurisdiction, that shall not affect the validity or enforceability in that jurisdiction of any other provision hereof or the validity or enforceability in other jurisdictions of that or any other provision hereof.

16.2. Assignment: Genius Yield reserves the right to assign this Agreement, in whole or in part, at any time without notice. The User may not assign any of his/her rights or obligations under this Agreement.

16.3. Third-Party Rights: Unless expressly provided to the contrary in this Agreement, a person who is not a party to this Agreement has no right to enforce or to enjoy the benefit of any term of this Agreement. Notwithstanding any term of this Agreement, no consent of any party who is not a party to this Agreement shall be required for the waiver, variation, or termination of any part of this Agreement.

16.4. Support and Notice: All notices, requests, demands, and determinations for Genius Yield under these Terms (other than routine operational communications) shall be sent to [e-mail].