Welcome to Debifi — Thank you for visiting

Debifi Terms of Service

Last updated: 28 June 2024

1. ACCEPTANCE AND ELIGIBILITY. YOUR REPRESENTATIONS AND WARRANTIES

The Debifi Platform is provided by WAGMI LTD. registered at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands and registration No: 115362 («Debifi», «us», «our» or «we»). References in these Terms to «you», «your» or «user» are to the person with whom Debifi enters into these Terms.
These Terms apply to your use and access to the Debifi Platform and related services. Upon accessing, using or registering at the Debifi Platform, downloading mobile applications from Debifi, you agree to be legally bound by and to comply with these Terms, Privacy Policy and all additional terms, policies and agreements incorporated herein by reference and amended from time to time at our sole discretion.
In addition, the Debifi Platform’s «Frequently Asked Questions» (FAQs) section shall be considered an integral part of these Terms when it provides additional details on matters covered by these Terms. Users are encouraged to review the FAQs regularly to stay informed about important updates and clarifications.
By accepting these Terms, you represent and warrant that you have read, understood and accept these Terms, including each and every single rule of these Terms, and that you also have had the possibility to obtain advice related to these Terms from an attorney, legal advisor or any other relevant professional.
Should you not accept the Terms or the Privacy Policy (at least a single rule of them), you shall immediately stop using the Debifi Platform and related services. By accessing or using the Debifi Platform and/or related services, you will be deemed to have irrevocably agreed to these Terms. Please note that any provision of the Terms may be unilaterally revised and reissued by us at any time and without notice. You should visit this page regularly to review the current edition of the Terms, since your continued use of the Debifi Platform and/or related services will be deemed as irrevocable acceptance of any revisions.
Loans are privately issued by platform Users. The Debifi Platform is a platform and not a direct lender. Borrowing against collateral entails risk and may not be appropriate for your needs. Debifi does not provide legal and/or tax advice. Please consult your attorney, legal advisor or any other relevant professional regarding the nature of our services and your legal possibility to use the Debifi Platform and related services. All loans are issued pursuant to private agreements between the Users and Lenders. You should review the representations and warranties described in the offer (Lending Contract).

Your Representations and Warranties

PLEASE READ THIS SUBSECTION VERY CAREFULLY AS IT CONTAINS ESSENTIAL REPRESENTATIONS AND WARRANTIES CRITICAL TO YOUR USE OF THE DEBIFI PLATFORM AND FURTHER EXECUTING LENDING DEALS. ANY BREACH OF THESE REPRESENTATIONS AND WARRANTIES SHALL CONSTITUTE A MATERIAL BREACH OF THESE TERMS.

By using the Debifi Platform you represent and warrant that:
1. You are an eligible individual or a legal entity with the full legal capacity in Your respective domicile;
2. You are at least 18 years old;
3. You will conduct lending contracts via the Debifi Platform solely for business-related purposes and will never use loaned funds for any personal or consumer-related purposes;
4. You have full legal capacity (as defined in your jurisdiction) to enter into a binding contract;
5. You will provide true, accurate, current, and complete information about yourself. You will promptly update any information to keep it accurate and complete;
6. You have the financial ability to repay the Loan according to the terms agreed upon with a Lender;
7. You will not engage in any fraudulent or deceptive practices, including, but not limited to, misrepresenting your financial situation or intention to repay the Loan;
8. You are not a citizen, a permanent resident, a tax resident or located in Cuba, North Korea, Iraq, Iran, Puerto Rico, Somalia, Syria, Sudan, territories occupied by the Russian Federation, or any state, country, territory or other jurisdiction that is embargoed by the United Nations, the United States of America or the European Union (collectively, «Restricted Regions»);
9. You do not act on behalf of the entity established at, having its seat of incorporation at or carrying day-to-day management from any of the Restricted Regions;
10. You have not previously been suspended or removed from using the Debifi Platform or our related services;
11. You are not identified as an individual who is restricted or barred from conducting banking or financial transactions, in any jurisdiction or under any applicable laws. You are not listed on the U.S. Treasury Department’s list of Specially Designated Nationals or on the U.S. Commerce Department’s Table of Deny Orders or on the EU Sanction list;
12. You are not placed on any list of suspicious persons banned from travelling or conducting business or financial transactions in any jurisdiction;
13. You accept the risk of any volatility of Cryptocurrencies as well as you accept risks of using the Debifi Platform and executing the Lending Deals;
14. You will comply with all applicable laws, regulations, and guidelines in connection with your use of the Debifi Platform and Lending Deals;
15. If you act on behalf of a legal entity, you make the same representations with respect to your directors (or equivalent) and senior executive oﬃcers, and your aﬃliates and their respective directors (or equivalent) and senior executive oﬃcers
We reserve the right to amend the list of ineligible countries or nationals at our sole and absolute discretion at any time and without notice to you.
If you are using the Debifi Platform and/or our related services on behalf of a business, you represent to us that you are duly authorized to bind that business or entity to these Terms and all additional terms, policies and agreements incorporated herein by reference, and that business accepts these Terms and all additional terms, policies and agreements incorporated herein by reference. You represent that such business entity is duly organised, validly existing and in good standing under the laws of its country of organisation. The business entity shall be fully liable for all activities conducted by its employees while using the Debifi Platform.
We may take technical and/or organisational measures to prevent you from using the Debifi Platform and/or our related services from the Restricted Regions. You agree to comply with these requirements, even if our methods to prevent you from using our Platform and/or our related services are not effective or can be bypassed. We reserve the right to use any commercially and legally permitted means of determining whether you are in compliance with or in violation of any applicable geographic restrictions.
You acknowledge that a Lender and their activities may be subject to certain regulatory requirements. You agree to meet reasonable requests from a Lender regarding disclosures, documents, and information provisions as well as inspection rights for Loan usage.

2. DEFINITIONS

Agreement — agreement regarding the provision of access to the Debifi Platform and related services concluded between Debifi and a User. These Terms of Service constitute the rules of the Agreement. The Agreement is deemed to have concluded between Debifi and a User, if a User has actually started to use the Debifi Platform and/or related services.
Authorized Key Holder — a person designated to hold a private key necessary for the signing of Cryptocurrency transactions.
Borrower — a User who accepts the Offer on the Debifi Platform.
Blockchain Bitcoin Network — a peer-to-peer blockchain payment network that operates on a cryptographic protocol.
Collateral — an asset, which will be sent by the Borrower to the Escrow Address and will be used to secure the loan.
Cryptocurrency — is a digital currency designed to work as a medium of exchange through a relevant blockchain network. The Debifi Platform supports two types of digital currencies used for loans — USDT (Tether) and USDC. In addition, Cryptocurrency shall mean a cryptocurrency which is used for lending or collateral on the Debifi Platform.
Cryptocurrency-based Contract — Lending Contract where a loan is issued in Cryptocurrency.
Debifi App — a mobile application developed by Debifi for additional security measures.
Debifi Platform — Internet website available via the link debifi.com owned by Debifi where Users can:
1. search available Offers to lend Cryptocurrencies/Fiat and/or accept respective Offers of Lenders;
2. interact with decentralised smart contracts with the functionality of creation of multi-signature Cryptocurrency escrow P2SH addresses for storing a Collateral in order to ensure that both Lender and Borrower are equally protected during the course of the lending deal.
Escrow Address — a P2SH Cryptocurrency multi-signature address, which requires three keys (one belongs to the Lender, one to the Borrower, one to Debifi and another — to the Authorized Key Holder) to sign the Cryptocurrency transaction.
Exchange — a third-party platform that facilitates cryptocurrency trading and market pricing.
Fiat — is a type of currency that is not backed by a precious metal, such as gold or silver. It is typically designated by the issuing government to be legal tender, and is authorized by government regulation.
Fiat-based Contract — Lending Contract where a loan is issued in Fiat.
High-Risk Contract(s) — a Contract(s) that might be a subject of possible risk and result in damages due to security and/or any other technical issues.
Interest — an interest defined for the whole period of Lending, and in the case of early repayment of a Loan interest is not subject to decrease.
Lender — an institutional lender, whose business is lending Fiat or Cryptocurrency and who is using Debifi Platform and who has created an Offer to lend Cryptocurrency or Fiat.
Lending Contract — Fiat or Cryptocurrency lending contract concluded between the Lender and the Borrower who has accepted Lender’s created Offer. Lending Terms specified within the respective Offer creation process become the terms of the Lending Contract.
Lending Deal — the process of the execution of a lending transaction between a Lender and a Borrower starting from the moment of acceptance of an Offer and ending by full execution of a Lending Contract, termination of a Lending Contract for any reason or resolution of a dispute relating to a Lending Contract.
Lending Terms — terms of the potential lending specified by the Lender within the Offer creation process. Lending Terms include the amount of Cryptocurrency or Fiat to borrow or lend, interest rate, LTV (Loan-to-Value) ratio, lending period, as well as other terms the Lender or Debifi consider necessary. Debifi is, at any time, entitled to unilaterally amend the list of mandatory rules and conditions which must be defined in the Lending Terms. Upon acceptance of the Offer by any User, a Lending Contract is thereby established between the User and the Lender. The terms and conditions specified during the Offer creation process shall constitute the binding Lending Terms governing that Lending Contract.
Loan-to-Value Ratio (or «LTV») — is a financial metric used to determine the amount of Collateral required to secure a Loan. It is calculated as follows: LTV ratio = Loan Amount / Collateral amount x 100. This ratio expresses the relationship between the Loan amount and the value of the Collateral, representing the proportion of the Loan to the value of the asset provided as security. A higher LTV Ratio indicates a higher risk for the Lender, as it means a smaller buffer between the Loan amount and the value of the Collateral.
Mnemonics (mnemonic seed phrase, recovery seed phrase) — the unique combination of 12 words generated in the Debifi mobile application according to Bitcoin Improvement Proposal 39 (BIP 39) standard. Mnemonics is used for deriving certificate and bitcoin private and public keys that are required for accessing Debifi Platform and generating an escrow wallet. Each Contract requires 4 unique public keys derived from mnemonics of escrow participants — one public key per participant.
Offer — advertisement published on the Debifi Platform by a Lender. Offer indicates the respective Lender’s intention to lend Cryptocurrency or Fiat.
Parties — both the Lender and the Borrower.
Passphrase (mnemonic passphrase) — optional mnemonic password phrase of user’s choice that, if set, could further strengthen mnemonic security by altering keys derivation paths.
Period — a maximum term of loan for when the Loan has to be repaid to the Lender.
Platform Fees — fees charged by the Debifi Platform for the conclusion of each Lending Contract via the Debifi Platform.
Smart Contracts — a decentralised escrow smart contracts on the Blockchain Bitcoin network with the functionality of creating multi-signature wallets to securely store Bitcoins in a non-custodial way and release Bitcoins upon signing transaction by three of four private keys from such multi-signature wallet.
Terms of Service — these Terms of Service.
Transaction Fees — blockchain network fees paid by the Contract parties in order to send and receive the Collateral and the Loan.
User — an individual, an entity or a representative of a Lender who has an account (record) created within the Debifi Platform and who is actually using the Debifi Platform and related services. Any User is deemed to have entered into the Agreement on their own behalf or on behalf of the entity as a legal representative of the legal representative of that entity as the case may be.
User Account — an account (record) created within the Debifi Platform’s authentication system and associated with the specific User which allows this User to access the Debifi Platform and related services.
Working Hours — daily hours when the Lender is ready to perform lending to the other Users (i.e. when the Lender’s Offer will be available/visible to the other Users). Working Hours must be defined by the Lender in the Lending Terms of the respective Offer.

3. DEBIFI PLATFORM

We operate and provide to Users the Debifi Platform that has the functionality of the advertising board where any User may express their intention to borrow or lend Fiat or Cryptocurrencies by the creation of a corresponding Offer as well as the functionality of the graphic user interface to interact with decentralized smart contracts at technically supported blockchain networks.
While the Debifi Platform provides the technical functionality that its Users may create and/or accept Offers and conclude Lending Contracts, we are not a party to the Lending Contract as well as not a party to the execution and/or delivery of the Lending Contract. In no case, Debifi will provide any Loan to any User or make payments on someone’s behalf.
Any execution of any Lending Contract takes place outside of the Lending Platform according to the Lending Terms determined by a User and agreed upon by the second party of a Lending Contract. You acknowledge, agree, and understand that we are not a party to the relationship, transactions or any dealings between a Lender and a Borrower.
When we provide you with the functionality of interaction with Smart Contracts, all actual execution of your instructions and transactions happens in a complete decentralized fashion by such Smart Contract operated at the peer-to-contract or peer-to-peer model (depending on technical functionality of a corresponding Smart Contract).
You hereby acknowledge and agree that we do not execute any instructions or transactions between a Lender and a Borrower or when you interact with a Smart Contract, we do not accept, hold or store any of your assets or funds, we do not act as a custodian for your crypto assets or Cryptocurrencies, we do not hold or store any assets as Collateral, we do not access, control or hold any of your private keys for Wallets. WE DO NOT MANAGE, ADMINISTER, CONTROL, PERFORM, UNDERWRITE, OR GUARANTEE ANY LENDING OR BORROWING TRANSACTIONS WHATSOEVER, EVEN ADVERTISED OR MADE AVAILABLE THROUGH THE DEBIFI PLATFORM.
We do not act as your agent in any lending matters.
We cannot and do not represent or guarantee that any of the information available through the Debifi Platform is accurate, reliable, current, complete, valid, stable or appropriate for your needs. We do not guarantee the timeliness of the technology or information involved in the Debifi Platform. We disclaim any liability for any loss or damage should you use or view the information available through the Debifi Platform.

Accessing Debifi

You will be able to access Debifi Platform by using your User Account and Debifi App.
Once your User Account has been successfully registered, your email has been verified, and you have created Seed words — you can start borrowing from Lenders of the Debifi Platform.

Reputation and Rating

After each deal, every User has a right to rate their cooperation with the other User. Such ratings are used by Debifi to define the User’s reputation. The User’s reputation is an indicator which shows the other Users and Debifi, how honestly and responsibly this particular User behaved during the course of his or her previous Lending Deals.

Limits

In order to reduce the probability of fraud, Debifi has introduced several lending and borrowing limitations (e.g. number of simultaneous active Offers etc.). The information on these limitations shall be published on the Debifi Platform on the FAQ/Help page, which is in addition to further information about current limits visible on the Dashboard page of the Debifi Platform.
The administrator of Debifi has the right to, at any time, change the limits for a User, without changing limits for other Users, and to change limits for all the Users on the Debifi Platform.

4. IDENTITY VERIFICATION

You hereby acknowledge and agree that Lending Contracts may be subject to the «know your client» (KYC) procedure in the scope designated by a Lender. It is your responsibility to check whether an Offer and/or Lending Terms require you to complete the KYC procedure. If a KYC procedure is required by a Lender, the Lender will determine the scope of such KYC procedure and methods of performing KYC procedure, including, but not limited to, referring you to any third-party contractor that performs identity verification («KYC Provider») or performing KYC procedure by own means of Lender.
In addition, you hereby authorise a Lender or their KYC Provider to conduct credit checks and obtain your credit report from credit reporting agencies as necessary to assess your creditworthiness. This authorisation is granted in connection with your acceptance of the Offer and forming a Lending Contract and any ongoing monitoring of your credit status as required by a Lender.
The Debifi Platform may provide technical facilities to redirect you to a KYC Provider designated by a Lender, in this case, we will not be a part of such verification or credit checks and will not take any decision related to information and/or documents submitted by you («KYC Data»), however, we may have access to such information or documents in accordance with our Privacy Policy and privacy policies of a respective KYC Provider. We may further use your KYC Data for the purposes of your identity verification, the detection of money laundering, terrorist financing, fraud, or any other financial crime or to meet our legal obligations.
You shall provide a Lender or their KYC Provider information and documents as requested by a Lender or their KYC Provider within the term specified by such Lender.
For the purpose of your identification as an individual or identification of your entity’s directors and ultimate beneficial owners (when you act on behalf of an entity), a Lender or their KYC Provider may request from you the following information and documents: first name, last name, address, telephone number, e-mail address, date of birth, taxpayer identification number, a government identification, and, if applicable, information regarding your bank account (such as the name of the bank, the account type, routing number or SWIFT, and account number), driving license or any other national ID, internal or international passport, bank statement, utility bill, tax document and/or other documents that we consider necessary for your identification. A Lender or their KYC Provider may request video identification, a selfie with a specified ID or passport from you or your entity’s directors and ultimate beneficial owners or liveness automatic face recognition.
When you act on behalf of an entity, in addition, a Lender or their KYC Provider may request the following information and documents: business name of the entity, registry code or registration number and the date of registration; ID of the shareholders (same as for the identification of individuals), the ID of the director(s) and/or members of the management board (same as for the identification of individuals), ID’s of the representatives (same as for the identification of individuals), proof of the registered office/seat of the entity, ID’s of the beneficial owners (same as for the identification of individuals), proof of the registered office/seat of the entity, certificate of good standing, proof of representation and powers, articles of association and/or other information and documents that a Lender or their KYC Provider consider necessary.
The documents submitted to a Lender or their KYC Provider (other than a driver’s license, national ID, internal or international passport) should be issued no more than three months prior to the date of identification and should list the name (entity name) and the current address of the individual or the entity. By providing a Lender or their KYC Provider with this or any other information that may be required, you confirm that the information is accurate and authentic.
You hereby permit a Lender or their KYC Provider to keep a record of the information provided for the KYC procedure.
You hereby authorise a Lender or their KYC Provider to make inquiries, whether directly or through third parties, that a Lender or their KYC Provider consider necessary to verify the identity of you as an individual, your entity and its directors and ultimate beneficial owners, to ensure enforcement of the geographic restrictions or protect us against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such inquiries.
A Lender shall have the right to verify your, your entity’s and its directors’ and ultimate beneficial owners’ identity on an ongoing basis. A Lender shall have the right to request up-to-date documents from you, even though you, your entity or its directors and ultimate beneficial owners’ identity have passed identity verification in the past.
You hereby provide a Lender or their KYC Provider the right to store and process your, your entity’s and involved directors’, employees’ or ultimate beneficial owners’ personal data provided to a Lender or their KYC Provider in compliance with the applicable law on personal data protection.
In some instances, for example, when we are obliged by the law or in accordance with our internal policy, we may require you to complete the KYC procedure in the scope designated by us in order to be able to allow you to use the Debifi Platform. In this instance, we shall have the same rights as are set herein for a Lender and shall have the right to appoint any KYC Provider at our sole and absolute discretion.
Failing to complete the KYC procedure will be considered a violation of these Terms and the Agreement and may lead to the suspension and/or termination of your User Account. We shall have the right to amend or introduce new rules related to the identification or verification of users at our sole and absolute discretion.

5. OFFERS AND LENDING CONTRACTS

A Lending Contract is initialised once you accepted an Offer created by the Lender subject to the Lending Terms.
Offers are Lenders’ advertisements to lend Cryptocurrency or Fiat published in the relevant sections of the Debifi Platform. Within the Offer creation process, a Lender will be asked to specify certain Lending Terms. Lending Terms shall only contain true and accurate information. From time to time, we may unilaterally amend the list of terms which must be defined within the Offer creation process. Offers are only available for creation by Lenders.
If you do not want to display an Offer in the public Offer list, when creating the Offer, you need to mark the Offer type as «Private». When Users want to create a contract for this Offer, they can only do so if the link to this Offer has been sent to them.
Any published Offer can be withdrawn by the Lender at any time even if it has already been accepted by a Borrower, but only before it has reached the «In progress» stage.
The Offers can have one of three statuses: Active, Inactive, Disabled. To improve the operations of the Debifi Platform, an Offer’s status may be automatically and/or temporarily changed to «Inactive» or «Disabled».
An Offer’s transition to «Inactive» or «Disabled» status may occur in, but is not limited to, the following situations:
1. If the User has been blocked, suspended or banned, then at the time of blocking, suspension or banning, all of the User’s Offers will be removed from the list, and/or the link to the Offer will be unavailable. If the User is unblocked or unbanned, the Offers will be visible again in the Offer list, and/or available through the link.
2. If the User’s Account is deleted, their Offers will be removed from the Offer list, and/or the links to his Offers will be unavailable.
We may hide, or remove your Offer / Offers, if you violate these Terms of Service or any other agreement you enter into with Debifi.
By publishing an Offer, you express your will to enter into a Lending Contract with any other User who will accept your Offer. Unless your Offer is withdrawn, you are deemed to have an intention and a will to enter into a Lending Contract with any other Debifi User who will accept your Offer in accordance with the Lending Terms specified by you within the Offer creation process.
By accepting an Offer created by the Lender, you are deemed to have accepted all Lending Terms of the respective Offer and entered into a Lending Contract with the Lender. In this event, the Terms of the respective Lending shall constitute the rules of the Lending Contract concluded between you and the Lender.
In accordance with the Lending Contract, the Borrower wishes to borrow a certain amount of Cryptocurrencies or Fiat and the Lender agrees to provide him or her with such, and the Borrower agrees to secure such lending by depositing Bitcoin as a Collateral for the transaction. The information on the creation of the Lending Contract is shared with Debifi and Authorized Key Holder. You might be asked to provide additional information upon accepting an Offer if requested by the Lender.
Lending Terms, as determined by the Lender, are binding for both Borrower and Lender until the completion or termination of the Lending Contract, unless the Lending Terms contradict these Terms of Service or are illegal. By the creation of the Lending Contract both Lender and Borrower authorize Debifi and the Authorized Key Holder to hold the private keys and sign a transaction in different cases stipulated herein.
A Lender may require a Borrower to sign separate agreements that specify additional terms and conditions related to the Lending Contract. Such agreements shall be considered part of the Lending Contract and shall govern the specifics of the Loan. These agreements will be uploaded to the «My Contracts» section within the relevant Lending Contract profile on the Debifi Platform.
The Lending Contract is deemed to be completed and all mutual obligations of both Parties are deemed to be fulfilled when the Borrower has repaid the Loan, paid the Interest, paid the origination fee, and received the Collateral.

6. COURSE OF THE LENDING DEAL

During the course of the Lending Deal, both a Lender and a Borrower will receive instructions on how to act in order to finalise the Lending Deal, execute and complete the Lending Contract. These instructions can be found on the respective contract page of the Debifi Platform. The contract page can be opened by clicking on the respective contract (Lending Contract) in the «Dashboard» or «My contracts» sections of the Debifi Platform.

Status of a Lending Deal

There are different status indicators, which indicate the current status of the Lending Deal and make it easier for the User to understand what he or she has to do at a specific moment in order to finalize the Lending Deal.
1. Pending — The very beginning of a contract workflow. Offer is accepted by the second party and during the next 24 hours Borrower and Lender have to provide all the requested details (including KYC data, if specified by the Offer’s conditions) and accept and sign the Lending Contract. If it is not done — Lending Contract will be automatically terminated. At this stage, both Borrower and Lender can unilaterally cancel the Lending Contract.
2. Depositing — The Borrower is currently in the process of sending the Collateral to the Escrow Address. If the Collateral asset is not received within the next 8 hours, the Lending Contract is terminated.
3. Payment — The Lender is currently in the process of sending Cryptocurrencies or Fiat to the Borrower. The Lending Contract is terminated, and Collateral is automatically sent back to the Borrower in case (i) if the Cryptocurrencies are not received within the further 8 hours or (ii) Fiat is not received within the further 72 hours and Lender has not provided a proof or payment. Also at this stage, a Borrower shall initiate a transaction of payment of a Debifi Platform fee.
4. In progress — Cryptocurrencies or Fiat are received by the Borrower, the Collateral is locked on the Escrow Address. During this stage the Borrower can make an early repayment of the Loan, and/or add additional Collateral to balance the LTV ratio.
5. Repayment — during this stage, in the further 24 hours a Borrower has 2 options:
  - To repay the Loan (principal and interest) to the Lender using Cryptocurrencies or Fiat;
  - To repay the Loan (principal and interest) to the Lender from the Collateral asset.
  If none of the options are used by the Borrower — the Lending Contract is automatically transferred into the «Forced liquidation» stage.
6. Forced Liquidation — is a stage which can happen in the case of:
  - The Borrower has not repaid the Loan in Cryptocurrencies or Fiat, or the Collateral asset during the term he or she was obliged to;
  - Bitcoin price has dropped and as a result the LTV has increased, the Collateral had to be increased and Borrower didn’t react to the requests of the Debifi Platform to either partly repay the Loan or to add additional Collateral or other;
  - We have a reason to believe that Forced Liquidation is in the interest of all Parties and to minimise the possible damages due to security and/or any other technical breach. In this case, we will automatically contact both Parties and lead them through the Forced Liquidation process, which implies no Forced Liquidation fee in this case. If the Lender and the Borrower ignore us and none of them signs the liquidation, we bear no responsibility for any loss as made everything possible to limit such.
  As a result of Forced liquidation — the Collateral asset is transferred to the Lender in the amount of the Cryptocurrency (principal) and interest. The applicable Forced Liquidation fee is transferred to the Debifi. The remaining amount, if any, is transferred to the Borrower. After the Forced Liquidation is completed, the status is changed to «Completed».
7. Completed — The Borrower has successfully repaid the Loan, the Lender has received the Cryptocurrency (principal) or Fiat and interest from the Borrower and the Borrower has received the Collateral from the Escrow Address or in the case of Forced liquidation, everything was paid from the Collateral (Bitcoin).
8. Cancelled — Lending Contract was cancelled by one of the Parties or automatically (timed-out).
9. Disputed — Dispute was initiated by one of the Parties and has not yet been resolved.
10. Resolved Dispute — Dispute is resolved. A resolved dispute cannot be revised or reversed.

Optional Contracts Migration

Each active Lending Contract has a right to be migrated to a newly generated Escrow Address with no extra charges. Transaction fees shall be covered by the Borrower and are not refunded. To proceed with an Optional Contract(s) Migration, both Parties must come to a mutual agreement. Afterward, both Lender and Borrower will be provided with the instructions to create and provide to Debifi new public key(s) for generating a new Escrow Address(es) and migrate their Lending Contract(s).

Mandatory Contracts Migration

Mandatory migration from existing Escrow Address(es) — in case Debifi determines the Lending Contract(s) as a High-Risk — both Lender and Borrower will be invited to migrate their existing Lending Contract(s) to the newly generated Escrow Address(es). Both Lender and Borrower will be provided with the instructions to create and provide to Debifi a new public key(s), thus generating new Escrow Address(es) and migrating required Lending Contract(s). Debifi charges no fees for Mandatory Contract(s) Migration. The associated transaction fees shall be covered by the Borrower and are not refunded.

Lending Contract Termination

Debifi reserves the right to terminate any Lending Contract at its sole and absolute discretion. The termination of the Lending Contract shall be executed through the process of the Lending Contract’s Forced Liquidation initiated by the Debifi administrator. In case the Debifi administrator has a reason to believe that the Lending Contract shall be terminated immediately, both Parties of the Lending Contract shall cooperate in the Lending Contract termination process without any delays. In case of Users’ non-cooperation or non-responsiveness, Debifi shall bear no responsibility for any losses and damages associated.

7. COLLATERAL AND FORCED LIQUIDATION

If the value of the Collateral decreases, the LTV Ratio increases. The Borrower is required to either increase the Collateral amount or partially repay the Loan amount to maintain the required LTV Ratio. Failure to adjust the LTV Ratio in a timely manner will result in Forced Liquidation. The following LTV Ratios are allowed for fiat-backed Cryptocurrencies: 30% — 70% LTV.
Forced Liquidation, with a 5% fee, occurs if the Collateral value falls and the LTV Ratio exceeds the agreed threshold, and the Borrower does not adjust the Collateral or debt. Specifically, if the LTV Ratio drops to 90%, the Lender, Borrower, and Authorized Key Holder will be notified of the initiation of the Forced Liquidation procedure. The Lending Contract will be terminated, and the Collateral will be transferred to the Lender. If the Collateral value exceeds the outstanding debt, the surplus will be refunded to the Borrower.
Forced Liquidation can also occur if the Borrower fails to repay the debt within 24 hours after the Lending Period ends. The Collateral will then be liquidated in favour of the Lender, using the Cryptocurrency to USD exchange rate at the time of Forced Liquidation.
Borrowers will be notified of price fluctuations and a falling LTV Ratio via dashboard notifications and email:
1. 75% LTV: 1st Margin Call;
2. 80% LTV: 2nd Margin Call (a Borrower will have the opportunity to increase Collateral or partially repay the Loan amount);
3. 85% LTV: 3rd Margin Call (a Borrower will have the opportunity to increase Collateral or partially repay the Loan amount);
4. 90% LTV: Forced Liquidation alert.
Upon reaching a 90% LTV Ratio, the Lending Contract will enter the Forced Liquidation stage, and the Collateral will be automatically liquidated by a Smart Contract. No further amendments or payments will be accepted once this point is reached.
To restore the Loan to the original LTV Ratio, a Borrower may:
1. Deposit additional Collateral;
2. Make a full or partial repayment of the Loan amount.
You hereby acknowledge and agree that it is your responsibility to monitor LTV Ratios at your Lending Contracts closely and take necessary actions to avoid Forced Liquidation.
In the case of Forced Liquidation, Debifi does not and will not bear any responsibility for and shall never be liable for the losses associated with the exchange rate volatility and/or Users local tax regulations.

8. DISPUTE RESOLUTION

If a Lender and a Borrower are in disagreement over the Lending Contract and its performance, either Party can initiate a dispute, if and when they are allowed to do so by these Terms of Service. Disputes are to be resolved by Debifi support staff. The Borrower and the Lender expressly agree to abide by the decision on a dispute and implement any actions required by such decision.
Debifi support resolves disputes with due diligence by carefully inspecting and considering the Lending Terms, evidence of transfer, Users’ chat messages, Users’ reputation, other data submitted to us by Users, and data collected on our own.
Debifi and Authorized Key Holder may take a decision in the Borrower’s favour if any of the following criteria have been met:
1. Lender does not respond in a timely manner and/or does not cooperate with Debifi in order to resolve the dispute;
2. Borrower supplies sufficient evidence proving he or she has sent or transferred Collateral to Escrow and has not received Cryptocurrencies or Fiat, or has repaid the Loan, including the principal and interest, but has not received the Collateral.
This will lead to the following result: Debifi and Authorized Key Holder will sign a transaction in accordance with which the locked Collateral shall be transferred from the Escrow Address to the Borrower. In this event, the status of the Lending Deal will be — «Resolved».
Debifi and Authorized Key Holder may take a decision in the Lender’s favour, when any of the following criteria have been met:
1. Borrower does not respond in a timely manner and/or does not cooperate with Debifi in order to resolve the dispute;
2. Payment made by a Borrower was not in accordance with the Lending Terms;
3. Payment was not made by a Borrower, or only a partial payment was made.
This will lead to the following result: Debifi and Authorized Key Holder will sign a transaction in accordance with which the locked Collateral shall be transferred from the Escrow Address to the Lender. In this event, the status of the Lending Deal will be — «Resolved».
In case both a Borrower and a Lender provide equally convincing evidence, Debifi and the Authorized Key Holder will resolve the dispute to that Party’s favour that provides the stronger evidence.
Both Parties are required to provide accurate, unquestionable and complete evidence, and documents that confirm the correctness of the User in case of the dispute. Each User must be able to provide explicit and full information about the transaction and/or payment in question. Any payment orders and slips must include the complete payment information.
Any party that knowingly submits fraudulent, false, inaccurate documents or information, or forcefully tries to control the outcome of a disputed trade, or makes false claims, or obstructs the dispute resolution process in any way including but not limited to not responding, not providing information, files or documents to Debifi customer support within the established timeframe, or any user that violates any rule of the dispute resolution process is deemed to be in violation of these Terms of Service which may be grounds for losing a dispute and/or the User Account to be suspended and/or terminated.
Dispute Resolution Rules are located at this link https://debifi.com/dispute-rules and are incorporated by reference. Both Parties must strictly adhere to all stated Dispute Resolution Rules.
You may request a review if you were a party in a dispute in any way and you believe Debifi did not resolve the dispute according to these Terms of Service and Dispute Resolution Rules. To do so, you must notify us by contacting Debifi customer support and requesting a review within 120 days after the dispute resolution.
Notwithstanding any involvement by Debifi and/or the Key Authorized Holder in the resolution of a dispute, Debifi and/or the Key Authorized Holder shall not be deemed a party to the Lending Contract. The Borrower and the Lender acknowledge and agree that the Debifi’s and/or the Key Authorized Holder’s involvement in dispute resolution does not create any contractual or fiduciary relationship between Debifi and/or the Key Authorized Holder and either Party, other than as expressly provided in these Terms of Service.
The Borrower and the Lender further acknowledge and agree that the Debifi and the Key Authorized Holder shall not be liable for any damages, losses, or claims arising out of or related to the Debifi’s and/or the Key Authorized Holder’s involvement in the dispute resolution process, including but not limited to any decisions made by the Debifi.

9. FEES

Debifi is entitled to charge its Users for each Lending Contract concluded (Escrow generated) using the Debifi Platform. Platform Fees charged by the Debifi Platform are calculated as a certain percentage of the amount of Collateral (Bitcoin) transferred to the Escrow Address and shall be deducted from such entire amount of Collateral within each deal.
The Platform Fees shall be covered by a Borrower. A Borrower shall initiate and sign a transaction for a deduction of the Platform Fees from the Collateral once the Fiat or Cryptocurrency is received from a Lender. The Lending Deal will not get the status «In Progress» until the fee is paid.
Taking into account the fact that the Transaction Fee in the Bitcoin Blockchain Network may vary from time to time and cannot be predicted, the total and final fee (both the Platform Fee and the Transaction Fee) will be visible to both Parties only after the Borrower transfers Collateral to the Escrow Address. At the same time, estimated (but not final) fees are visible to the User when creating a Lending Contract on the Offer page.
Platform Fee for using the Debifi Platform is 1.5% of the Collateral amount.
In the case of Forced Liquidation, the Forced Liquidation fee is 5% of the Collateral amount.
You hereby acknowledge and agree that in case of non-payment of any fees, we are entitled not to provide services to you and/or restrict or limit your access to the Debifi Platform. In addition, we reserve the right to cancel/suspend the Lending Deal until the Debifi Platform fee is paid by the Borrower.

10. DEPRECIATION OF THE LOAN AMOUNT

For Fiat-based Contracts the Loan amount of such Lending Contract will be fixed in the currency of the Lending Contract at the moment of creation. For Cryptocurrency-based Contracts the Loan amount of such Lending Contract will be fixed in USD (US Dollar) at the Lending Contract creation moment.
The actual exchange rate and liquidity of the Collateral’s cryptocurrency and the Lending Contract’s Cryptocurrency will be evaluated by the Debifi Platform as a median from the exchange rates of the following cryptocurrency Exchanges: Binance, Bitfinex, Bitpay, Bitstamp, Coinbase, Crypto, Gemini, HTX (Huobi), Kraken, KuCoin, Okx, Polonex.
The list of Exchanges was formed on January 11, 2024, can be updated by us at our sole discretion and is relevant until further updates. The list of Exchanges might be changed based on the current market conditions, such as specific Exchanges no longer exist, have removed the Cryptocurrency from their trading assets, the liquidity of a particular Cryptocurrency is low, etc. The relevant statement will be published along with an updated list.
In case the value of a Loan amount depreciates during the Lending Term and/or faces a significant decrease in liquidity, and/or its USD exchange rate depreciates significantly, the Parties will be allowed to agree on a Loan repayment Cryptocurrency. The Parties will have time up to the Repayment stage of the Lending Contract to agree on an alternative Cryptocurrency for the Loan amount. The new Lending Contract’s Cryptocurrency must be agreed between the Parties from the list of Cryptocurrencies supported by the Debifi Platform. These Cryptocurrencies must be highly liquid and traded on the Exchanges specified above.
The Forced Liquidation procedure applies in case of failure to repay the Loan amount with the interest rate or in case parties have not agreed on new terms of the Loan before the Repayment stage has come.
Collateral will be liquidated to repay the difference in values. In the case of Forced Liquidation, from the Collateral asset:
1. the applicable Forced Liquidation Fee is transferred to Debifi;
2. the initial Loan amount (principal) and interest are transferred to the Lender;
3. the remaining amount, if any, is transferred to the Borrower.
After the Forced Liquidation is completed, the status of the Lending Deal is changed to «Completed».
The Forced Liquidation of the Collateral will be performed using the exchange rate of the specific Cryptocurrency to lent currency at the moment of Forced Liquidation.

11. LIMITATION OF ACCESS, SUSPENSION AND TERMINATION

We may terminate, suspend, or limit your access to your User Account, to the Debifi Platform and/or to related services we offer at our sole discretion, if:
1. you violate (or have violated at any previous point in time) these Terms and/or any agreement you enter into with Debifi;
2. you breached any of your representation or warranty set out in these Terms;
3. we have a reason to believe that your use of the Debifi Platform violates any applicable law and/or regulations;
4. we have a reason to believe that during the registration, and/or verification, and/or at any other point in time, you have provided us, a Lender or a KYC Provider with false, inaccurate, incomplete, misleading and/or fraudulent information;
5. you failed to meet identity verification and/or credit checks obligations as set out in these Terms, misrepresented yourself or provided to us, a Lender or KYC Providers forged, fraudulent, retouched, adjusted or non-authentic documents;
6. you failed and/or refused and/or delayed to take actions prescribed by the decision of Debifi and/or refused to cooperate regarding the dispute you were involved in;
7. you have performed an attempt (either successful or unsuccessful) of unauthorized access to any part or component of the Debifi Platform, to bypass and/or break any security mechanism of the Debifi Platform and/or use the Debifi Platform in any other manner that poses a security risk to us and/or to any other User;
8. you are or were placed on any list of suspicious persons banned from travelling or conducting business or financial transactions in any jurisdiction;
9. you made a payment from Cryptocurrency wallets or blockchain wallets placed on common blacklists or being reasonably marked as used in illegal activities;
10. you have performed an attempt (either successful or unsuccessful) to interrupt Debifi Platform and related services and/or damage Debifi owned software and/or hardware;
11. we are required to do so by any applicable law and/or order issued by the state authority;
12. you are unreasonably inactive during contracts;
13. you have not finished the sign up and/or verification process;
14. you have not used your account for more than 24 months;
15. you have been reported by one or more users as potentially being a scammer.
We shall have no liability to you for any damage caused by such termination, suspension, or limitation of your access to your User Account.

12. COMMUNICATION

Debifi shall communicate with the users through the Debifi Platform’s communication tools and/or the email address associated with the User Account. Debifi will use emails [email protected] and [email protected] to communicate with Users. The User is obliged to provide valid contact information and is responsible for monitoring the notifications from Debifi. Debifi highly recommends its users to add alternative contact channels, such as Telegram, Twitter, etc., to their User Accounts. In case Debifi has been unable to reach the User through the provided communication channels, Debifi bears no responsibility for any losses and damages occurring throughout.
You can contact us at any time by sending the respective question, notice or request to our support team. We will always notify you about the delivery of your message/letter. In the event you have not received the respective notification, please consider your message/letter undelivered and send it to us one more time. Please check your spam-filter settings.
List of e-mails through which you can receive messages from us:
By using the Debifi Platform, you agree that any notice, disclosure, agreement or other communication that we send to you electronically to the email address you have defined in your User Account settings will satisfy any legal communication requirements, including but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy.

13. INTELLECTUAL PROPERTY RIGHTS

The Debifi Platform, including any enhancements, derivatives and improvements thereof, are the sole property of us. All the text, videos, documents, images, sounds, music, marks, logos, informational materials, user interfaces, compilations (meaning the collection, arrangement and assembly of information), charts, diagrams, graphs, market data and other content that forms a part of the Debifi Platform (collectively, the «Content») are the sole property of us, our affiliates and licensors.
We hereby grant you a limited, revocable, non-exclusive, non-transferable license, subject to the terms and conditions of these Terms, to access and use the Debifi Platform and Content solely for purposes approved by us from time to time. Any other use of the Debifi Platform or Content is expressly prohibited and all other rights, title, and interest in the Debifi Platform or Content are exclusively the property of us, our affiliates and licensors.
Nothing in these Terms shall grant you any of such property rights and/or ownership rights and shall not be considered as an assignment of such rights. Other than access to our services in accordance with the Terms, we do not in any way grant our users any license or other intellectual property rights. You must not (nor attempt to) copy, decompile, reverse engineer, disassemble, derive the source code of, modify, or create derivative works of the Debifi Platform or any other part of the Content or in any other way manipulate the Debifi Platform.
Without prior approval and express written permission, you may not create frames around our Debifi Platform or use other techniques that alter in any way the visual presentation or appearance of our Debifi Platform.

14. INDEMNIFICATION

You agree to indemnify and hold Debifi, Authorized Key Holders and its/their directors, employees, representatives, agents, subsidiaries and affiliates harmless, from and against, any and all claims, demands, losses, liabilities, and expenses (including legal fees), arising out of or in connection with: (i) your use and access to the Debifi Platform, including your interactions with decentralised Smart Contracts; (ii) your violation of any term of these Terms, including without limitation any actual or alleged breach of your representations, warranties, or obligations set forth in these Terms; (iii) your violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (iv) your violation of any applicable law, rule or regulation; (v) your negligent or wilful misconduct; or (vi) any other party’s access and use of other appropriate security code.

15. DISCLAIMER

THE DEBIFI PLATFORM IS PROVIDED «AS IS», «AS DEVELOPED» AND «AS AVAILABLE». DEBIFI DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESSED, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, AND INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN ADDITION, DEBIFI MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE DEBIFI PLATFORM OR ANY INFORMATION REQUESTED OR OBTAINED THROUGH THE USE OF THE DEBIFI PLATFORM, OR THAT THE DEBIFI PLATFORM AND/OR RELATED SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE DEBIFI PLATFORM, AND ANY INFORMATION REQUESTED OR OBTAINED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
DEBIFI BEARS NO RESPONSIBILITY IN CASE OF FORCED LIQUIDATION.
YOU ACKNOWLEDGE AND AGREE THAT WE DO NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET AND BLOCKCHAIN NETWORKS, AND THAT THE DEBIFI PLATFORM MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. WE ARE NOT AND SHALL NOT BE RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT OR GUARANTEE THAT ANY OR ALL SECURITY ATTACKS WILL BE DISCOVERED, REPORTED OR REMEDIED, OR THAT THERE WILL NOT BE ANY SECURITY BREACHES BY THIRD PARTIES.
ANY USE OR ACCESS TO THE DEBIFI PLATFORM SHALL NEVER BE CONSTRUED AS THE FACILITATION OF ANY LENDING OR BORROWING OF CRYPTOCURRENCIES OR EXCHANGE OF SECURITIES OR COMMODITIES AS AN EXCHANGE.

16. LIMITATIONS

WHERE PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL DEBIFI OR ANY OF ITS SERVICE PROVIDERS, SUPPLIERS OR REPRESENTATIVES (INCLUDING DIRECTORS AND EMPLOYEES) AS WELL AS AUTHORIZED KEY HOLDERS BE LIABLE TO YOU OR ANY THIRD PARTY UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY: (A) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE OR PROFIT, OR LOSS OF DATA OR DIMINUTION IN VALUE, OR (B) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, ARISING FROM YOUR USE OF THE DEBIFI PLATFORM, REGARDLESS OF WHETHER YOU OR SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS OF USE IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. DEBIFI AGGREGATE LIABILITY UNDER THESE TERMS OF USE WILL NOT EXCEED ONE HUNDRED US DOLLARS ($100).
BY AGREEING TO THESE TERMS, YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE AND EXCLUSIVE RECOURSE FOR ANY DISPUTES, CLAIMS, OR GRIEVANCES RELATED TO YOUR USE OF THE DEBIFI PLATFORM AND/OR RELATED SERVICES PROVIDED UNDER THESE TERMS SHALL BE AGAINST DEBIFI, AND NOT AGAINST AUTHORIZED KEY HOLDER WORKING IN CONJUNCTION WITH DEBIFI. YOU HEREBY WAIVE, TO THE GREATEST EXTENT POSSIBLE UNDER APPLICABLE LAWS, ANY RIGHT TO SEEK REMEDIES FROM, MAKE CLAIMS AGAINST, OR INITIATE LEGAL PROCEEDINGS AGAINST AUTHORIZED KEY HOLDER IN CONNECTION WITH THE DEBIFI PLATFORM AND/OR RELATED SERVICES.

17. GENERAL PROVISIONS

The User acknowledges that the official language of Debifi is the English language. In case of a conflict between the English language and any other language of the Debifi Platform and related services — English language shall prevail.
These Terms constitute the entire agreement and understanding between you and the Debifi with respect to the subject matter of these Terms and completely supersedes all prior oral and/or written agreements and understandings between you and Debifi before these Terms with respect to the subject matter hereof.
You hereby acknowledge and represent that you have not relied on any representation, assertion, guarantee, or other assurance, except those set out in these Terms, made by or on behalf of any other party prior to the execution of these Terms.
You hereby certify that you have understood every single rule of the Agreement.
If any provision of these Terms is determined to be invalid or unenforceable under any applicable law, this will not affect the validity of any other provision.
If you communicate with Debifi by email, you should note that the security of Internet email is uncertain. By sending sensitive or confidential email messages which are not encrypted you accept the risks of such uncertainty and the possible lack of confidentiality over the Internet. The Internet is not 100% safe and someone may be able to intercept and read your details.
The Debifi Platform and the information, tools and material contained in it are not directed to, or intended for distribution to, or use by, any person or entity who is a citizen or resident of, or located in, any jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation which would subject Debifi or its affiliates to any registration or licensing requirement within such jurisdiction.
You agree that these Terms and any dispute between you and us shall be governed in all respects by the laws of England and Wales, without regard to their choice-of-law provisions, and excluding the application of the 1980 U.N. Convention on Contracts for the International Sale of Goods. Except if prohibited, and not limited to, you agree that all disputes, claims and proceedings arising out of, or relating to the services, shall be resolved by the competent courts of London, United Kingdom. However, we shall always have the right to take legal proceedings in the court of competent jurisdiction of your domicile.
We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court, we each waive any right to a jury trial. We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.
You will attempt to resolve all disputes with respect to your use of the Debifi Platform and/or related services through communication with our customer service. If parties are unable to resolve the dispute, you must use the dispute resolution mechanism discussed above.
To the fullest extent permitted by applicable law, you agree that any claim against Debifi must be commenced within one (1) year after the date, the party asserting the claim first knows or reasonably should know of the act, omission, or default giving rise to the claim; and there shall be no right to any remedy for any claim not asserted within that time period.
Upon termination of these Terms, all sections of these Terms which by their nature should survive termination or expiration will survive.
We may not always strictly enforce our rights under these Terms. If we do this, it will be just a temporary measure and we may enforce our rights strictly again at any time.
These Terms are personal to you, you cannot transfer or assign your rights, licenses, interests and/or obligations to anyone else.
Section headings in these Terms are for convenience only, and shall not govern the meaning or interpretation of any provision of these Terms.