IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND DEEPBOOK THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 15“DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION. HOWEVER, IF YOU ARE A RESIDENT OF A JURISDICTION WHERE APPLICABLE LAW PROHIBITS ARBITRATION OF DISPUTES, THE AGREEMENT TO ARBITRATE IN SECTION 15 WILL NOT APPLY TO YOU BUT THE PROVISIONS OF SECTION 14(GOVERNING LAW) WILL APPLY INSTEAD.
1. Agreement to Terms. By using our Site, you agree to be bound by these Terms and the Privacy Policy. If you don’t agree to be bound by these Terms or the Privacy Policy, do not use the Site.
2. Changes to these Terms or the Site. We may update the Terms from time to time in our sole discretion. If we do, we’ll let you know by posting the updated Terms on the Site. It’s important that you review the Terms whenever we update them or you use the Site. If you continue to use the Site after we have posted updated Terms it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not use the Site anymore. We may change or discontinue all or any part of the Site, at any time and without notice, at our sole discretion.
3. Who May Use the Site? You may use the Site only if you are 18 years or older and capable of forming a binding contract with Deepbook, and not otherwise barred from using the Site under applicable law.
4. Deepbook’s Intellectual Property. We may make available through the Site content that is subject to intellectual property rights. We or our licensors, or the third parties who otherwise own the intellectual property rights, retain all rights to that content.
5. The Site.
a. The Site provides information regarding the DeepBook protocol (the “DeepBookProtocol”), a high-performance decentralized order book (CLOB) built directly on the Sui protocol (“Sui”), designed to be the core liquidity engine for decentralized finance (DeFi) applications in the Sui ecosystem. We do not own, control, or operate the DeepBook Protocol or Sui, nor can we modify or interfere with the functionality, security, or availability of the DeepBook Protocol or Sui.
b. While External Sites (as defined below) may utilize the DeepBook Protocol to source liquidity, DeepBook does not have any obligations to any users of such External Sites.
c. Any information provided by the Site is for informational purposes only and should not be construed as professional, technical, operational, investment, or other advice. We do not evaluate or monitor the suitability of trading activities for users or provide any advice on the consequences of interacting with decentralized financial systems, including those that source liquidity from the DeepBookProtocol. You should not take, or refrain from taking, any action based on any information contained on the Interface, or any other information that we may make available at any time.
d. For the avoidance of doubt, we do not provide investment, tax, or legal advice, and you are solely responsible for determining whether any investment, investment strategy or related transaction is appropriate for you based on your personal investment objectives, financial circumstances and risk tolerance. We do not recommend that any digital asset should be bought, earned, sold, or held by you. We will not be held responsible for the decisions you make to buy, sell, or hold digital assets based on the information provided by us or otherwise. We are not your broker, agent, or advisor and we have no fiduciary relationship or obligation to you in connection with any trades or other decisions or activities effected by you in connection with the DeepBook Protocol.
6. Reward Points.
a. Through interaction with the DeepBook Protocol, you may be eligible to earn rewards points (“Points”). POINTS DO NOT HOLD ANY INTRINSIC MONETARY VALUE, DO NOT CONSTITUTE PERSONAL PROPERTY OF THE USER, AND SHOULD NOT BE TREATED AS SUCH. THERE IS NO GUARANTEE THAT ANY POINTS WILL HAVE ANY VALUE WHATSOEVER. ANY POINTS YOU ACCRUE ARE HONORIFIC AND DO NOT GUARANTEE YOU ANY RIGHTS, UTILITY OR VALUE.
b. The number of Points earned may vary depending on the nature, type and amount of your interaction with the DeepBook Protocol, as determined by us in our sole discretion. We reserve the right to determine, in our sole discretion, the number of Points awarded, if any, for any given interaction, and with respect to an External Site. We expressly reserve the right, in our sole and absolute discretion, to modify, alter, or change the calculation of Points at any time and for any reason without notice. Such modifications, alterations, or changes may include, but are not limited to, increasing or decreasing the number of Points awarded for a specific interaction, changing the activities for which Points may be awarded, starting or stopping the awarding of Points, modifying the cadence of awarding Points, changing the requirements or availability of any particular rewards ranking or division, changing the amount of Points awarded for any given time period, or imposing limits on the accumulation of Points.
c. Some countries, regions or geographical areas may not be eligible to access or receive, or take certain other actions with respect to the Points. We do not guarantee the continued availability of any Points. We reserve all rights to modify or cancel any Points previously awarded or accrued by any user or all users, and may cease awarding Points at any time or from time to time.
d. You acknowledge and agree that any Points you may accrue from time to time: (a) have no cash value unless explicitly stated otherwise; (b) may be subject to additional conditions for redemption; (c) are not guaranteed and may be canceled or forfeited at our sole discretion; and (d) are subject to applicable laws and regulations, which may restrict or prohibit participation in certain jurisdictions. We reserve the right to modify or cancel any benefits if compliance with applicable laws requires such actions, and, at our sole discretion, to evaluate compliance retroactively and take such remedial actions as it deems necessary.
7. General Prohibitions and Deepbook’s Enforcement Rights. You agree not to do any of the following:
a. Use, display, mirror or frame the Site or any individual element within the Site, Site’s name, any Deepbook trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Deepbook’s express written consent;
b. Access, tamper with, or use non-public areas of the Site, Deepbook’s computer systems, or the technical delivery systems of Deepbook’s providers;
c. Attempt to probe, scan or test the vulnerability of any Deepbook’s system or network or breach any security or authentication measures;
d. Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Deepbook or any of Deepbook’sproviders or any other third party (including another user) to protect the Site;
e. Attempt to access or search the Site or download content from the Site using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Deepbook or other generally available third-party web browsers;
f. Use the Site, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
g. Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site;
h. Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Site;
i. Impersonate or misrepresent your affiliation with any person or entity;
j. Violate any applicable law or regulation; or
k. Encourage or enable any other individual to do any of the foregoing.
Deepbook is not obligated to monitor access to or use of the Site or to review or edit any content. However, we have the right to do so for the purpose of operating the Site, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Site. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
8. Links to Third Party Websites or Resources. The Service or third parties may provide or contain links or other forms of access to third party sites, applications, accounts, resources, services or content (“External Sites”). Such External Sites are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. If you access any such resources or participate in any such promotions, you do so at your own risk, and you understand that these Terms does not apply to your dealings or relationships with any third parties. Because we have no control over such links, sites, applications, accounts, resources or services, you acknowledge and agree that we are not responsible for the links, the availability of such external sites, applications, accounts, resources or services, or the software or services provided by third parties, and does not endorse and is not responsible or liable for any content, advertising, products, services or other materials on or available from such Links, sites, applications, accounts, resources or services. You acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the Links or the use of or reliance on any such content, goods or services available on or through any such Links, sites, applications, accounts, resources or services. You also understand and agree to assume full responsibility for all risks arising from your use of any links, sites, applications, accounts, resources or services. You should take precautions when (i) interacting with such External Sites, or (ii) downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.
9. No Investment Advice. For the avoidance of doubt, Deepbook does not provide any investment, tax, legal or trading advice, and you are solely responsible for determining whether any investment, investment strategy or related transaction is appropriate for you based on your personal investment objectives, financial circumstances and risk tolerance. Making the Service available on the Site does not make Deepbook or its service providers, or our or their affiliates, or our or their officers, directors, employees and agents (each, a “Covered Party”) your trustee or investment adviser and no fiduciary relationship exists between us. We have no trust or other obligations to you.
10. No Fiduciary Duty. Neither Deepbook nor any Covered Party is your broker, agent, or advisor and neither us nor any Covered Party has any fiduciary relationship or obligation to you in connection with any trades or other decisions or activities effected by you using the Service.
11. Termination. We may suspend or terminate your access to and use of the Site, at our sole discretion, at any time and without notice to you. Upon any termination, discontinuation or cancellation of these Terms or the Site, the following Sections will survive: 5 through 16(inclusive).
12. Warranty Disclaimers. THE SITE IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Site will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or content on the Site. Any reliance you place on such information or content is strictly at your own risk.
13. Indemnity. You will indemnify and hold Deepbook and its officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Site or any External Site, including but not limited to those that source liquidity from DeepBookProtocol; or (b) your violation of these Terms.
14. Limitation of Liability.
a. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER DEEPBOOKNOR ANY OTHER COVERED PARTY WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT DEEPBOOKOR ANY COVERED PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
b. IN NO EVENT WILL DEEPBOOK BE LIABLE TO YOU FOR ANY DIRECT OR INDIRECT LOSSES OR DAMAGES INCURRED BY YOU IN CONNECTION WITH YOUR USE OF AN EXTERNAL SITE.
c. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE TOTAL LIABILITY OF DEEPBOOK OR ANY COVERED PARTY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SITE EXCEED ONE HUNDRED U.S. DOLLARS ($100).
d. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN DEEPBOOK AND YOU.
15. Governing Law and Forum Choice. These Terms and any action related thereto will be governed by the laws of the British Virgin Islands, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 15 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that you and Deepbook are not required to arbitrate will be the courts located in the British Virgin Islands, and you and Deepbook each waive any objection to jurisdiction and venue in such courts.
16. Dispute Resolution.
a. Informal Resolution of Disputes. You and Deepbook must first attempt to resolve any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) informally. Accordingly, neither you nor Deepbook may start a formal arbitration proceeding for at least sixty (60) days after one party notifies the other party of a claim in writing.
b. Mandatory Arbitration of Disputes. If a dispute arises out of or relates to this Agreement, or the breach thereof, and the dispute cannot be settled through negotiation, then the dispute shall be finally resolved by binding arbitration administered by the BVI International Arbitration Centre in accordance with the Arbitration Rules of the BVI International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this Section. The seat of arbitration shall be in the BVI. The tribunal shall consist of 1 arbitrator. The language of arbitration shall be English. If any proceeding is brought for the enforcement of this Agreement, then the successful or prevailing Party shall be entitled to recover attorneys’ fees and other costs incurred in such proceeding in addition to any other relief to which it may be entitled. You and we each waive any right to assert the doctrine of forum non conveniens, to assert that you or we are not subject to the jurisdiction of such arbitration or courts or to object to venue to the extent any proceeding is brough in accordance herewith. This arbitration provision shall survive termination of these Terms.
c. Exceptions. As limited exceptions to Section 14(b) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
d. Class Action Waiver. YOU AND DEEPBOOK AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
17. General Terms.
a. Reservation of Rights. Deepbook exclusively owns all right, title and interest in and to the Site, including all associated intellectual property rights. You acknowledge that the Site is protected by copyright, trademark, and other laws of the United States and other jurisdictions. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site.
b. Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between Deepbook and you regarding the Site, and these Terms supersede and replace all prior oral or written understandings or agreements between Deepbook and you regarding the Site. If any provision of these Terms is held invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. Except where provided by applicable law in your jurisdiction, you may not assign or transfer these Terms, by operation of law or otherwise, without Deepbook’s prior written consent. Any attempt by you to assign or transfer these Terms absent our consent or your statutory right, without such consent, will be null. Deepbook may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
c. Notices. Any notices or other communications provided by Deepbook under these Terms will be given by posting to the Site.
d. Waiver of Rights. Deepbook’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Deepbook. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
18. Contact Information. If you have any questions about these Terms or the Site, please contact Deepbook at
info@deepbook.tech
