The BLEND SERVICE is provided by BLEND (JERSEY) LIMITED, a company incorporated in Jersey, trading under the name BLEND MARKETS (“BLEND”, ”BLEND MARKETS”, “PLATFORM”, “We”, “Us” or “Our”).
These TERMS OF USE apply to all use of the BLEND SERVICE and form the terms of the contract between Us and You (”You” or “Your”) in respect of the BLEND SERVICE. BLEND and You shall collectively be referred to as the PARTIES or, individually, a PARTY and these TERMS OF USE shall comprise a binding agreement between BLEND and You.
By clicking “accept” or downloading any BLEND software, creating a BLEND USER ACCOUNT, accessing the BLEND WEBSITE, downloading or using any BLEND app or using the BLEND SERVICES in any manner, You are deemed to enter into a legally binding contract for the supply of the BLEND SERVICES in accordance with these TERMS OF USE.
The Blend Website, Blend Platform, and any related APIs and its services are offered only in compliance with applicable laws and regulations, and You agree that You alone are responsible for ensuring that Your use of the Platform is legal in Your jurisdiction.
YOU WARRANT AND REPRESENT THAT YOU HAVE READ THESE TERMS OF USE, CONSIDERED THE RISKS AND LIMITATIONS REFERRED TO HEREIN INCLUDING, WITHOUT LIMITATION, THE RISKS SET OUT AT HTTPS://WWW.BLENDMARKETS.IO/RISKS AND TAKEN ALL LEGAL, ACCOUNTING, TAX AND OTHER PROFESSIONAL ADVICE You CONSIDER TO BE PRUDENT.
These terms govern Your access to and use of the BLEND SERVICE and any related services.
In these TERMS OF USE, the following words shall have the meanings set out below:
AFFILIATE: Any person or business, directly or indirectly under the control of, or controlled by, or under common control of any of the PARTIES or which can direct or cause the direction of the management and policies of a PARTY, whether by contract or otherwise.
AUTHORISED PERSON: If You are an incorporated entity the person, officer or agent who is authorised by Your board of directors acting by its managing director or CEO to represent Your organisation and to be responsible for all use of and access to the BLEND SERVICE and to bind Your organisation in relation to all instructions relating to the use of the BLEND SERVICE.
DIGITAL IDENTITY: The digital representation of Your identity stored by You in Your INSTAPASS USER ACCOUNT, including all supporting documents, information, data, and consents which are required by BLEND to verify and authenticate Your identity.
BLEND SERVICE: The BLEND SERVICE facilitates lending and borrowing of DIGITAL ASSETs between its users by connecting companies seeking to lend their DIGITAL ASSETs with companies seeking to borrow. The BLEND SERVICE does not take possession of, or provide custody for, any DIGITAL ASSETS. BLEND does not itself lend or borrow on the Platform; it merely provides the technological tools and environment for lenders and borrowers to interact and enter into their own agreements.
BLEND USER ACCOUNT: The BLEND SERVICE account maintained by You as a USER.
BLEND WEBSITE: The online website available at URL: https://www.blendmarkets.io/
INSTAPASS SERVICE: The service for the creation, storage, and transmission of a DIGITAL IDENTITY with specific reference to a USER’s identification information.
INSTAPASS USER ACCOUNT: A user account created by You for the creation and maintenance of a DIGITAL IDENTITY using the INSTAPASS SERVICE.
INTELLECTUAL PROPERTY: Patents, utility models, rights to inventions, supplementary protection certificates, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
LEDGER(S): Collective term for a ledger, network, platform, or system on which it is possible for DIGITAL ASSETS to be created and which utilises distributed ledger technology to represent and record transactions and events.
PRIVATE KEYS: A mathematical key (kept secret by the holder) used to create digital signatures and, depending on the algorithm, to decrypt messages or files encrypted (for confidentiality) with the corresponding public key.
RESTRICTED PERSON: Any person or class of persons including an incorporated entity or partnership designated by BLEND (at its absolute discretion) and/or persons who are identified as resident, domiciled or carrying on business in an Enhanced Risk State, or which in the opinion of BLEND is otherwise not compliant with international standards for anti-money laundering, anti-terrorist financing or has been identified as having been subject to investigation for breach of any of similar regulations.
You: A corporate or unincorporated body (having separate legal personality) who owns the legal and beneficial right title and interest in a DIGITAL ASSET including the right to possess and utilise all cryptographic keys relating thereto.
USER: A corporate or unincorporated body (having separate legal personality) who has created a BLEND USER ACCOUNT.
USER CREDENTIALS: Wallet and supported digital identity systems (including Metamask or the Radix Wallet) or any additional method for storing or representing digital keys, identity documents (passports and identity cards), passwords, biometric authenticators, cryptographic keys and hardware devices, and any personal information together with Your DIGITAL IDENTITY which You as a USER will engage to access and use the BLEND SERVICE.
WALLET: Software used to store public and private keys, providing an interface to manage crypto balances and support cryptocurrency transfers and to perform provides and interactions with decentralised applications (dApps).
DIGITAL ASSET(S): A DIGITAL ASSET generated by a LEDGER for use on that LEDGER which is accepted by BLEND, being a cryptographically secured digital representation of value or contractual rights that can be transferred, stored or traded electronically and that uses technology supporting the recording or storage of data (which may include decentralised ledger technology).
LOAN CONTRACT: Any agreement or arrangement entered into between a Lender and a Borrower for the lending or borrowing of DIGITAL ASSETS facilitated by the BLEND SERVICE.
PLATFORM: The technological tools, environment, and related interfaces that enable lending and borrowing transactions between Users, operated by BLEND under the brand BLEND MARKETS.
2.1 The BLEND SERVICE facilitates lending and borrowing of DIGITAL ASSETS between its users by connecting companies seeking to lend their DIGITAL ASSETS with companies seeking to borrow.
2.2 BLEND does not take possession of, or provide custody for, any DIGITAL ASSETS.
2.3 BLEND does not itself lend or borrow on the Platform; it merely provides the technological tools and environment for lenders and borrowers to interact and enter into their own agreements.
2.4 BLEND is not a fiduciary, and all fiduciary obligations and duties are expressly excluded.
If You use the Platform to lend DIGITAL ASSETS (“Lender”) or borrowing DIGITAL ASSETS (“Borrower”) You acknowledge and agree to the following:
3.1 Lender Provisions
3.1.1 Compliance with Loan Terms: By acting as a Lender, You agree to abide by any LOAN CONTRACT, disclosures, or other documents that govern Your Lending activities.
3.1.2 Risk of Loss: As a Lender, You may face the risk that Borrowers or other participants default on their obligations or otherwise act in ways that may negatively affect Your assets. Loans facilitated on or through the Platform are collateralized with DIGITAL ASSETS and a default could lead to the partial or total loss of any crypto-assets You have provided. Even fully collateralized positions may still incur losses due to factors such as liquidation costs, collateral price volatility, or other unforeseen circumstances.
3.1.3 No Fiduciary Duty: Your role as a Lender does not impose any fiduciary responsibility on Blend or other participants, nor does it create any guarantees or insured outcomes. You assume all associated risks and agree not to engage in any fraudulent or illegal behaviors related to Your lending activities.
3.1.4 Liability Waiver: To the fullest extent permissible by law, You waive and release Blend and any other participants from liability for losses not caused by their gross negligence, recklessness, or willful misconduct.
3.2 Borrower Provisions
3.2.1 Compliance with Loan Terms: By acting as a Borrower, You agree to abide by any LOAN CONTRACT, disclosures, or other documents that govern Your borrowing activities. You must not manipulate the Platform in a manner that allows You to borrow more than permitted by such agreements or applicable law.
3.2.2 Responsibility for Repayment: You remain fully responsible for repaying any borrowed amounts (and associated fees or interest) in accordance with the terms to which You agreed. Any breach or default may subject You to enforcement actions, which can include liquidation of posted collateral or other remedies available under law.
3.2.3 Prohibited Conduct: You must not use borrowed funds for unlawful purposes or in violation of these Terms or any other agreement. Any fraudulent activity or misuse of borrowed assets may result in immediate termination of Your access to the Platform and potential legal consequences.
You acknowledge that Blend may impose further eligibility criteria, specific obligations, or additional risk disclosures for either Lenders or Borrowers. By using any such specialized functionality, You represent that You have reviewed, understood, and accepted any supplementary TERMS OF USE. Blend disclaims all liability for losses arising from Your failure to understand or comply with these role-based obligations.
4.1 To enter into any LOAN CONTRACT and lend or borrow any DIGITAL ASSETS, You must create a BLEND USER ACCOUNT and for that purpose provide such information concerning Your identity and the source and nature of the CRYPTO ASSETS/DIGITAL ASSETS You propose to provide as We may require.
4.2 You agree to provide evidence of good standing and verify the identity of any ultimate beneficial owners or persons having an interest in or having control over Your organisation as may reasonably be requested.
4.3 You must open a BLEND USER ACCOUNT via an AUTHORISED PERSON who will be obliged to provide evidence of their authority as having all rights, privileges and authorisations to execute transactions on Your behalf.
4.4. You may notify us of a change of AUTHORISED PERSON at any time and, unless and until You do so, we will be entitled to rely upon any instructions, requests and authorisations issued by the person You have identified or who has been identified to us as the AUTHORISED PERSON.
4.5 You acknowledge and agree that We:
4.5.1 will be entitled to keep and retain all information we obtain while verifying Your identity or validating the source and nature of any DIGITAL ASSETS for so long as required to comply with Our legal or regulatory obligations and in accordance with our Privacy Policy and Our Data Retention Policy which can be found here: https://www.blendmarkets.io/privacy; and
4.5.2 shall be entitled to share such information with our third-party service providers (such as custodians) and/or to government and regulatory bodies to comply with anti-money laundering and anti-terrorist financing laws and regulations for the purposes set out in our Privacy Policy.
5.1 We may require You to maintain an INSTAPASS USER ACCOUNT in which case You must comply with all the TERMS OF USE for maintaining that account and grant such rights and permissions as may be required by Us in order to comply with our legal and regulatory obligations.
5.2 We may rely upon Your DIGITAL IDENTITY but we are not obliged to do so.
5.3 You warrant that all information and documents which comprise Your DIGITAL IDENTITY are accurate, true and up to date.
5.4 You always remain responsible for:
5.4.1 the truthfulness, accuracy, and completeness of Your DIGITAL IDENTITY;
5.4.2 the authenticity of all records, data and information which comprise or underpin Your DIGITAL IDENTITY; and
5.4.3 requesting, when appropriate, the re-validation, reverification or updating of the documents, data, records or information which comprise or are used to create Your DIGITAL IDENTITY.
6.1 We will process personal data in accordance with our Privacy Policy as amended from time to time.
6.2 Our Privacy Policy is incorporated into these TERMS OF USE and can be found at the following URL: https://www.blendmarkets.io/privacy.
6.3 Any amended terms and/or policies will be posted here: https://www.blendmarkets.io/privacy and will be effective from and including 21 days from the date We post an update.
6.4 You hereby authorise Us and Our sub-contractors to:
6.4.1 use any provided personal data and information for the purpose of verification of identity and validating the information and documents You provide to Us as may be required to validate identity and the source of any DIGITAL ASSETS monies or other consideration; and
6.4.2 share with sub-contractors or other third parties service providers, including without limitation custody providers, all identification data and information (including transaction data and records) which You provide to Us or which We collect pursuant to the provision of any services or the performance of any LOAN CONTRACT including for our compliance with any laws and regulations and including reporting transactions where We are required to do so.
6.5 You agree to comply with any reasonable request by Our sub-contractors for approval to process personal data provided and information and to comply with TERMS OF USE, and privacy policies of such third parties and sub-contractors and with all regulations as may be required from time to time.
7.1 BLEND reserves the right to require the payment of fees in respect of any transaction, any service provided by BLEND or the use of or access to the BLEND SERVICE.
7.2 Fee schedules will be published on the BLEND WEBSITE and will be effective from the date they are published.
7.3 All Fees will be exclusive of VAT, purchase taxes or other duties taxes or levies as may be imposed or payable from time to time.
8.1 You warrant on a continuing basis that by creating, accessing and using a BLEND USER ACCOUNT You and where relevant Your AUTHORISED REPRESENTATIVE:
8.1.1 are acting on Your own behalf as principal, and not as an agent, broker, nominee, fiduciary, trustee or otherwise on behalf of or at the direction of any other person, company, or other undertaking;
8.1.2 will not act as an intermediary nor use the BLEND SERVICE to assist, facilitate, or procure transactions with third parties, or on behalf of such third parties nor to cause, assist or procure transactions with or on behalf of others;
8.1.3 You are of good standing;
8.1.4 that You have and will maintain a valid mobile phone number that only employees or directors of the entity have access to and a valid email address that only employees and directors of the entity control access to and which an employee or director checks regularly;
8.1.5 are in sole control of the LEDGER wallets/accounts that You connect to the BLEND SERVICE for the purpose of transacting;
8.1.6 will only use the BLEND SERVICE for lawful purposes;
8.1.7 will keep Your PRIVATE KEYS, authentication DIGITAL ASSETS, systems, USER CREDENTIALS and passwords secure, and notify BLEND of any circumstances in which Your PRIVATE KEY and/or authentication, devices, data or documents, DIGITAL ASSETS, passwords, USER CREDENTIALS or security information (including control of Your mobile phone or email) is, or might have been, compromised;
8.1.8 will not directly or indirectly maintain or control or seek access to more than one BLEND USER ACCOUNT and have not had a BLEND USER ACCOUNT closed by Us;
8.1.9 will not use Your BLEND USER ACCOUNT to facilitate the processing of proceeds of crime or procure or directly or indirectly assist any other party to perform any unlawful transaction or transaction which facilitates any unlawful activity;
8.1.10 have not at any time been convicted of any crime involving dishonesty, nor been involved in any type of activity associated with money laundering, terrorist financing, or any other applicable anti-corruption or anti-bribery statute;
8.1.11 are not and never have been subject to any investigation by, or have received a request for information from, any governmental body relating to corruption or bribery; and
8.1.13 have obtained independent legal advice in relation to these TERMS OF USE and the laws of any territory of which You are a national, or resident, or where You are located when using the BLEND SERVICE as You consider to be prudent.
8.2 Where persons other than the AUTHORISED PERSON have access to the mobile phone/email associated with Your BLEND USER ACCOUNT, You are responsible for ensuring BLEND access is limited to only the person authorised to conduct the account whom has been notified to us.
9.1 Any agreement formed with You is personal to You, and You may not transfer or assign, delegate, sub-contract, charge or otherwise deal with any or all of Your rights or obligations under these TERMS OF USE or any agreement formed in accordance with these TERMS OF USE or in respect of any LOAN CONTRACT.
10.1 You agree and undertake:
10.1.1 not to copy or reproduce any part of the BLEND SERVICE, software, media, graphics, trademarks or any content which forms part of the BLEND SERVICE whether publicly available or not; and
10.2 save as permitted by law, not to:
10.2.1 decompile or reverse engineer any part of the BLEND SERVICE;
10.2.2 attempt to decompile or reverse engineer the source code or alter, modify, translate, adapt or create derivative works of the BLEND SERVICE or any content in any way (in whole or in part); or
10.2.3 use the BLEND SERVICE for the purpose of creating competing software or software that has a substantially similar functionality;
10.2.4 remove or tamper with any BLEND copyright, trademark or other attribution notice;
10.2.5 link to or frame any part of the BLEND WEBSITE, nor represent Yourself or others as being authorised to provide the BLEND SERVICE, nor otherwise represent that You have any permission or authorisation to do so; or
10.2.6 attempt to circumvent security features or interfere with the proper working of the BLEND SERVICE, any BLEND USER ACCOUNT, the BLEND WEBSITE or other interface.
11.1 You or Your AUTHORISED REPRESENTATIVE(S) are the only AUTHORISED USER of Your BLEND USER ACCOUNT.
11.2 Access will be provided to Your BLEND USER ACCOUNT via USER CREDENTIALS.
11.3 Save for as provided pursuant to these TERMS OF USE You must not permit, assist or procure, directly or indirectly, any third party to access or use Your BLEND USER ACCOUNT or to provide or seek to provide any DIGITAL ASSETS or DIGITAL ASSETS via Your BLEND USER ACCOUNT whether as Your agent or as principal or howsoever.
11.4 You must not share with any third party or permit any third party to access or control any USER CREDENTIALS that are required to identify You in order to gain access to Your BLEND USER ACCOUNT.
11.5 We are entitled to rely upon the entry of Your USER CREDENTIALS for the purpose of recognising and accepting that it is You who has requested access to Your BLEND USER ACCOUNT and has authorised any transactions.
11.6 You are responsible for all use made of Your BLEND USER ACCOUNT and use of Your USER CREDENTIALS.
11.7 It is Your responsibility to keep Your USER CREDENTIALS, devices’ passwords, security measures and personal credentials up to date, confidential and secure and not to disclose these to any other person.
11.8 If You have any concern that the security of Your BLEND USER ACCOUNT or USER CREDENTIALS is compromised You must notify Us immediately by emailing enquiries@blendmarkets.io, stating the reason(s) for Your concerns.
11.9 You must always use all available security features for all accounts, wallets, and devices including, where available, multifactor identification.
11.10 BLEND is not liable for any misuse of Your BLEND USER ACCOUNT unless this is attributable to fraud on the part of BLEND or its employees.
11.11 If We suspect that Your BLEND USER ACCOUNT or that the BLEND SERVICE has or may be compromised, or We suspect any unauthorised transaction or use, We may:
11.11.1 communicate with You via Your registered email address, registered mobile number (if available) or other secure means agreed between You and Us; and/or
11.11.2 at Our absolute discretion and without liability, suspend or block Your BLEND USER ACCOUNT until We have established communication with You and verified Your identity and/or that any threat or suspected threat has been overcome.
12.1 If BLEND is not in its discretion satisfied:
12.1.1 with the outcome of any inquiry or investigation;
12.1.2 that any inquiry is conclusive as to Your bona fides;
12.1.3 that the source or previous use of any DIGITAL ASSET or fiat currency can be definitively identified and positively affirmed to Our satisfaction that it/they are not tainted in whole or part or constitute the proceeds of crime or money laundering or the financing of terrorism or other prohibited activities;
12.1.4 that use of the BLEND SERVICE will not adversely affect third party rights, securities or equitable interests or that it will be used for a lawful purpose; or
12.1.5 that the use of the BLEND SERVICE will not assist or procure money laundering, tax evasion, breach of sanctions, or other unlawful activity in any territory,
12.2 BLEND shall be entitled, without liability (at its discretion) to:
12.2.1 terminate or suspend Your BLEND USER ACCOUNT;
12.2.2 require that You do all or some of the actions listed in Clause 12.2.
12.3 In the event of BLEND exercising any of its rights pursuant to Clause 12.1 We may require You to:
12.3.1 provide (further) evidence, including but not limited to evidence of the release of any potential third-party rights;
12.3.2 resolve to Our satisfaction any perceived limitation or encumbrance on Your legal or beneficial right, title or interest in or relating to DIGITAL ASSETS that are the subject of or intended to be subject of any LOAN CONTRACT;
12.3.3 require You to obtain releases or waivers from any third party who claims or asserts or appears to have any interest in or to such DIGITAL ASSETS or fiat currency;
12.3.4 obtain letter(s) or confirmation from the appropriate regulatory authority of “no-action” in respect of any potential breach of regulations in any relevant territory;
12.3.5 secure a final unappealable, enforceable determination of a court (made or approved by the Courts of England) as to provenance, legal status, legitimacy, ownership, source, and/or lawfulness of Your possession of DIGITAL ASSETS or the purpose or use thereof; and/or
12.3.6 do such other things, including obtaining such clearances, certificates, authorisations, permits or releases, as BLEND may require.
13.1 You hereby fully and effectively indemnify and hold safe BLEND and its AFFILIATES against:
13.1.1 all claims, demands, legal fees, expenses and costs relating to or arising from Your use of the BLEND SERVICE and/or the possession, use, transfer or function of any DIGITAL ASSETS and any losses, claims or demands which arise from any LOAN CONTRACT and/or the use made by You and any third party, assignee, successor in title of any DIGITAL ASSETS;
13.1.2 all legal costs and expenses arising out of or relating to commencing or defending any proceedings or responding to any inquiries or investigation by any enforcement agency or regulatory authority in relation to any LOAN CONTRACT or Your use, transfer, possession or dealing in any DIGITAL ASSETS relating to such LOAN CONTRACT; and/or
13.1.3 any third-party claims or assertion of rights in respect of any LOAN CONTRACT or DIGITAL ASSETS including without limitation any claims to legal or beneficial right, title or interest in any DIGITAL ASSETS.
14.1 BLEND does not:
14.1.1 hold any asset, DIGITAL ASSET, property, assets, money, or property (real or intangible) on Your behalf or to Your account, nor does it act as custodian, trustee, representative or fiduciary in respect of any rights, of any kind; or
14.1.2 act as agent for You or for any third party.
15.1 We reserve the right to:
15.1.1 suspend access to Your BLEND USER ACCOUNT at any time;
15.1.2 terminate Your BLEND USER ACCOUNT at Our discretion, at any time, without notice; and/or
15.1.3 suspend the operation of the BLEND SERVICE at any time, without notice.
15.2 Upon termination of Your BLEND USER ACCOUNT for any reason We shall be entitled to delete and permanently erase Your BLEND USER ACCOUNT and all data and information which is stored therein, without liability.
15.3 We may retain such of Your personal information and data as We may require for the purpose of complying with Our legal and regulatory obligations or otherwise in accordance with Our Data Retention Policy and/or Privacy Policy.
16.1 You are responsible for all costs or charges, including all taxes, assessments, duties, fees, levies and any other governmental charges, including any interest or penalty with respect thereto, relating to Your use of the BLEND SERVICE.
16.2 To the extent that BLEND may be required to pay or incurs any liability to tax, fees, duties or costs relating to Your use of the BLEND service which We are required to pay on Your behalf, You shall fully indemnify us in relation to the same and/or reimburse Us upon demand.
17.1 Failure or delay in the enforcement of any of Our rights under these TERMS OF USE or any agreement formed in connection with these TERMS OF USE, will not result in a waiver of such right(s).
17.2 If any provision of these TERMS OF USE, or any agreement thereunder, is found to be unenforceable, all other provisions shall remain unaffected.
17.3 Termination of any agreement formed which incorporates these TERMS OF USE shall not affect any rights, remedies, obligations, or liabilities of the PARTIES that have accrued up to the date of termination including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.
18.1 These TERMS OF USE shall constitute the entire agreement between the PARTIES and supersede and extinguish all previous agreements, promises, assurances, warranties, representations, and understandings between the PARTIES, whether written or oral, relating to its subject matter.
18.2 Each PARTY agrees that it shall have no remedies in respect of any statement, representation, misstatement, misrepresentation, assurance, or warranty (whether made innocently or negligently) where such statement, representation, assurance, or warranty is not set in these TERMS OF USE
18.3 Save as expressly provided for herein, each PARTY agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these TERMS OF USE.
19.1 BLEND owes no contractual or other duty to any third party, assignee or to Your successors in title.
20.1 A notice, or communication, given to a PARTY under or in connection with these TERMS OF USE shall be in writing and sent to the PARTY at the postal address or email address given in these TERMS OF USE or as otherwise notified in writing to the other PARTY. For each delivery method, the date and time of deemed receipt are as follows:
20.1.1 if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the address;
20.1.2 if sent by pre-paid first-class post, at the time recorded by the delivery service; and
20.1.3 if sent by email, at the time of transmission (provided that no non-delivery notification is received by the sender).
20.2 In the case of the USER, the email address provided by the USER to either BLEND or INSTAPASS shall be deemed to be sufficient for the delivery of notice.
20.3 If deemed receipt under Clause 20.1 occurs outside business hours in the place of receipt, it shall be deferred until business hours resume (which means 9.00 am to 5.00 pm Monday to Friday on a day that is not a public holiday in the place of receipt)
20.4 Save where prohibited by law from doing so, You consent to BLEND serving proceedings out of jurisdiction by a method provided by Clause 20.1.
20.5 Save as provided by Clause 20.4 this Clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
21.1 We may sell, assign, transfer or sub-contract the whole or any part of these TERMS OF USE and any rights and benefits We derive from these TERMS OF USE and our obligation to perform the BLEND SERVICE provided We give You, in accordance with these TERMS OF USE, no fewer than 7 days’ notice of Our intention to do so.
21.1.2 In the event of assignment of any of Our interests, such assignee shall thereafter be responsible for the performance of all obligations under these TERMS OF USE instead of Us and We shall be released from all further obligations and duties under these TERMS OF USE.
22.1 You accept the responsibility for, and waive all claims in respect of, any loss or damage occasioned by any event anticipated by the risks identified at https://www.blendmarkets.io/notices/risks.
22.2 You release and indemnify us in respect of any losses, damages, costs and loss of opportunity or savings which arise out of, or are materially contributed to by, events or any occurrence which is/are consequential upon the risks identified at https://www.blendmarkets.io/notices/risks.
22.3 To the fullest extent permitted by law we disclaim and exclude all liability for any representations, misrepresentations, statements, misstatements, warranties and guarantees, whether implied or express, and whether arising by law, contract or from a course of dealings between us.
22.4 We do not warrant the continuous or uninterrupted operability of the BLEND service. There may be periods of downtime for maintenance and upgrade work (whether on a scheduled or unscheduled basis).
22.5 In no event shall we, our agents, officers, employees or subcontractors be liable to You for any loss or corruption of data; loss of keys; damage to or inoperability of software or hardware; loss of anticipated savings; loss of profit or economic losses; or indirect, special or consequential losses.
22.6 Without prejudice to any and all other limitations and exclusions of liability our liability to You is strictly limited to losses that were reasonably foreseeable at the time the agreement between us was concluded and, in any case, shall not exceed the sum of £1,500 in relation to any one event or series of events notified or claimed by You in any 12-month period.
22.7 You waive all rights to participate in representative and/or class actions and to a jury trial.
23.1 You accept and agree that we do not owe You any fiduciary duty. To the extent any fiduciary duty may be implied by law all liability for breach of such duty is excluded.
24.1 We will not in any event be liable or responsible for any failure to perform, or delay in the performance of, any of our obligations that is caused by act or omission of a third party or events or circumstances outside our reasonable control. Each of these limitations shall operate separately. The unenforceability of one or more shall not affect the validity of the other limitations.
25.1 Save where caused by the fraud of an employee or officer of BLEND, You irrevocably waive and release all rights and claims, known and unknown, present or future arising out of the use by You or Your possession or use of any DIGITAL ASSETS subject to a LOAN CONTRACT, including without limitation any loss, damage or claim arising out of:
25.1.1 any system failure, regulatory action, or third-party claims;
25.1.2 corruption of any digital media file or records;
25.1.3 errors in any software however caused;
25.1.4 function or operation of any distributed LEDGER, process or code relating thereto;
25.1.5 failure or delay in access to the BLEND SERVICE;
25.1.6 hacking breach or failure of any smart contract;
25.1.7 the consequences of any malicious code, virus, or ransomware;
25.1.8 breach or failure of any security system, process or protocol;
25.1.9 failure of any communication process system or function including without limitation any telecommunication or network failure;
25.1.10 any act of any third party, government or regulatory action; or
25.1.11 enforcement action taken by any regulatory or government agency, or tax authority or relating to or arising out of the use of the BLEND SERVICE or the possession, use, transfer or holding of DIGITAL ASSETS.
26.1 The situs of any agreement formed in accordance with these TERMS OF USE and any LOAN CONTRACT and of all DIGITAL ASSETS, debts, assets, property (including the situs of all property rights, title and interest in DIGITAL ASSETS, cryptographic keys and rights to access to the BLEND SERVICE) shall be deemed to be JERSEY and the location of the performance of all obligations and accrual of causes of action arising out of the operation, use and functioning of the BLEND SERVICE and the location and provide of all property and assets, DIGITAL ASSETS, rights and causes of action relating thereto or the subject thereof shall be deemed to be JERSEY, irrespective of Your residence, domicile, location, principal place of business or location, place of business of any third-party beneficiary or where the benefit accrues or any loss is realised.
27.1 You may refer any complaint or concern to us by emailing us at complaints@blendmarkets.io and we will endeavour to resolve the dispute.
28.1 Alternative dispute resolution is an optional process where an independent body considers the facts of a dispute and seeks to resolve it, without You having to go to court or arbitration.
28.2 You can submit a dispute to the alternative dispute resolution entity (“ADR entity”) identified in our Complaints Procedure who will not charge You for making a complaint and the dispute resolution process will be administered in accordance with any procedural rules set down by that ADR entity.
28.3 If either PARTY is dissatisfied with the outcome, that PARTY may make a reference to arbitration in accordance with Clause 29.
29.1 Any dispute arising out of or in connection with any agreement formed under or in accordance with these TERMS OF USE or the subject matter thereof, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration under the LCIA (London Court of International Arbitration) Rules, which Rules are deemed to be incorporated by reference into this Clause.
29.1.1 The number of arbitrators shall be three.
29.1.2 The seat, or legal place, of arbitration shall be London.
29.1.3 The language to be used in the arbitral proceedings shall be English.
29.1.4 The governing law shall be the law of England and Wales. All operation of conflict of laws is excluded.
29.2 You hereby forever waive any and all rights to assert personal or subject matter jurisdiction in any territory or before any tribunal, government authority, court or arbitrator, other than in accordance with Clause 28 and this Clause 29, in relation to any matter, dispute or difference which relates to or arises out of these TERMS OF USE or their subject matter or any agreement formed pursuant to these TERMS OF USE or the performance, creation or termination of such agreement or these TERMS OF USE including but not limited to any transaction or arrangement relating to the use of the BLEND SERVICE and any LOAN CONTRACT.
29.3 You forever waive all rights to exercise or invoke, apply for or seek any in rem or in personam relief or remedy before any tribunal, government authority, court or arbitrator or otherwise other than in accordance with Clause 28 or this Clause 29.
29.4 You irrevocably agree that We may enforce the terms of any award or judgment secured in accordance with these TERMS OF USE in Our favour in any territory where You hold, possess or control assets (whether permanent or temporary) and/or where You reside or are domiciled.
29.5 Nothing in this Clause 29 shall limit or exclude any rights of BLEND to enforce any rights in any territory in relation to INTELLECTUAL PROPERTY owned by or licensed to BLEND in accordance with the laws applicable to such rights which subsist in any territory where such INTELLECTUAL PROPERTY rights are owned or used (whether such use is authorised or not).
