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TERMS OF SERVICE OPEN BETA

Last updated: 04/April/2024

Welcome to Firefish. We are thrilled to share with you that we have launched an Open Beta version of our platform and want you to completely understand what we do, how we do it and what is required from you so that you may enjoy our platform and services perfectly informed.

If you have used Firefish services in Closed Beta Program, these terms shall apply to your use of our Services (as defined below) on a prospective basis as of the date first noted above. Any rights and obligations with regards to your Bitcoin secured loans negotiated prior to the date first noted above shall continue to be governed by the previous version of our Terms (which can still be accessed here) and your respective loan documents (which can be accessed through your loan document section).

Your access to and use of our Services (as defined below) is expressly subjected to your acceptance of and compliance with these Terms. PLEASE READ THESE TERMS CAREFULLY BEFORE YOU START TO USE THE SITE OR ANY OTHER FIREFISH SERVICES.

1. OUR SERVICES; TERMS; ACCEPTING

(a) Firefish enables the bringing together of individuals and businesses wishing to borrow money (the “Borrowers”) in a form of a peer-to-peer loan collateralized by Bitcoin (a “Bitcoin secured loan”) and individuals and businesses wishing to lend money (the “Lenders”) to Borrowers in a form of the Bitcoin secured loan, along with providing the Borrowers and Lenders with tools and services related to Bitcoin secured loans (collectively with regards to Borrowers, “Firefish Borrow” and with regards to Lenders, “Firefish Invest”) such as, for example, organization and technical support of Borrowers in a process of setting-up the escrow environment for the Bitcoin collateral to be posted into (the “Escrow setup support”), assuming the roles of Payment Oracle and Price Oracle with regards to Bitcoin collateral transferred into the escrow environment (the “Bitcoin collateral escrow”) and Liquidation exchange service.

(b) The website at “www.firefish.io” (the “Site”), web application available on and accessible through the Site (the “Firefish App”), Firefish Invest, Firefish Borrow, including Escrow setup support, Bitcoin collateral escrow, Liquidation exchange service, and any other related services, features, functions, products, software and applications (all together with the Site, collectively, the “Firefish services” or “Services”) are operated and provided by Firefish Europe s.r.o., ID No. 55 912 974, a Slovak company with its registered office at Lazovná 20, 974 01 Banská Bystrica, Slovak Republic, registered in the commercial register maintained by Okresný súd Banská Bystrica, section Sro, Insert No. 47958/S (“Firefish” or “we”).

(c) All defined terms used herein shall have the meaning ascribed to them in these Terms of Service. Users of the Services and holders of Firefish account are referred to as “you” - in the case of a body corporate, such as a company or any other legal entity or organization (the “Company”), any references to “you” refer to both you as an individual interacting with the Site or otherwise with us, as well as the Company on behalf of which you are using Services or which you will identify on the Site or otherwise to us as the Firefish account holder, user of any Services, Borrower or Lender.

(d) These Terms of Service and all additional terms and conditions incorporated herein by reference (collectively “Terms”) govern your access to, and use of, the Site and other Firefish services. By requesting access to the Services, opening a Firefish account or by accessing or using the Site or any of the other Firefish services or by undertaking any other action that might reasonably be construed as acceptance of these Terms, you represent and warrant that: (i) you are authorized to enter into these Terms for and on behalf of yourself (and your Company); (ii) you (and your Company) can legally enter into these Terms; and (iii) you have read and understand these Terms and agree that you (and your Company) shall be bound by these Terms.

(e) These Terms are a legally binding agreement between you and the entity specified in Clause 1.(b) above (which will be your sole and exclusive counterparty to these Terms). If you do not agree with anything contained in these Terms (at least a single rule of them), please do not use the Site or any of the other Firefish services.

(f) These Terms are effective as of the date first noted above. We reserve the right to update these Terms in our sole and absolute discretion from time to time without notice. You are responsible for periodically checking these Terms for revisions. Revisions will take effect immediately once we have posted the revised Terms on the Site. Except when determined by us and expressly stated in (the preamble or other parts of) the revised Terms, your continued use of the Site or any of the other Firefish services after any such revisions will constitute your acceptance of those revisions. Notwithstanding the above, we will seek your consent to future modifications to these Terms to the extent we are required to do so by applicable law.

2. ELIGIBILITY

(a) To access and use the Site and any of the other Firefish services, you must be at least 18 years of age. By applying for access to Firefish services or opening the Firefish account or otherwise accessing the Site or using any of the Firefish services, you represent that: (i) as an individual, you are at least 18 years old; (ii) as an individual or Company, you have full legal capacity and sufficient authorizations to enter into a binding contract; (iii) you have not been previously suspended or removed from using the Site or any of the other Firefish services; (iv) neither you, your Company, nor anyone who controls your Company are (A) target of sanctions of the US and/or EU, or (B) located, organized, or resident in a country that is target of sanctions of the US and/or EU; (v) your use of the Firefish services is legal in your local jurisdiction, and you are not and will not use Firefish services if such use is prohibited or otherwise violates the laws of the country in which you reside or of which you are a citizen; (vi) you do not reside in nor are a citizen of a country where distribution, publication, availability or use of Site or other Firefish services is subjected to regulation which demands or may demand from Firefish or its affiliates to comply with any registration or licensing requirement within such jurisdiction; (vii) you have a sophisticated understanding of Bitcoin and the technology that underlies it; and (viii) you will comply with these Terms and all applicable laws, rules and regulations.

(b) Please note that access to and use of the Site or of all or any of other Firefish services may be, in general or from time to time, geographically (mainly if you are a citizen of, residing in, or are physically located in a country or area that is not supported by Firefish) or otherwise restricted. You are advised to check on a regular basis all information on the Site or available through Firefish App as to any such restrictions or limitations.

3. PRIVACY

We respect and value your privacy. Please take the time to read our Privacy Policy found here, which explains how we collect, use and share your personal information. By applying for or using any of the Firefish services, you agree that we may collect, use and share, as set forth in the Privacy Policy, the information you provide during your application for, access to, or use of any of the Firefish services.

4. RIGHT OF ACCESS AND USE

(a) Subject to your constant and full compliance with all the terms and conditions set out in these Terms, Firefish hereby grants to you a limited, non-exclusive, non-transferable, freely revocable right to access and use the Site and the other Firefish services to the extent and in accordance with these Terms.

(b) These Terms only grant you a limited right to access and use Firefish services. Firefish does not transfer Firefish services or the ownership or intellectual property rights of any Firefish intellectual property to you or anyone else. All the text, graphics, user interfaces, visual interface, photos, sounds, process flow diagrams, computer code (including html code), programs, software, products, information and documents, as well as the design, structure, selection, coordination, expression, look and feel, and layout of any content included in the Services or provided through Firefish services, are exclusively owned, controlled and/or licensed by Firefish or its affiliates.

5. ACCESS TO SITE

To access the Site you must have the necessary equipment (such as a smartphone or PC) and the associated telecommunication service subscriptions to access the Internet. Access to the Site may, from time to time, become degraded or unavailable, for example during times of significant volume. We do not represent that the Site or any other Firefish services will be available to you, will be available without interruption or delays or at any time or for any period in the future and we shall not be liable for any losses arising out of or resulting therefrom.

6. FIREFISH ACCOUNT

6.1 Registration

(a) You must apply for a user account with us (a “Firefish account”) before using any of Firefish services. When you apply for a Firefish account, you must provide the information as requested by Firefish, and accept these Terms. Firefish may refuse, in its discretion, to open a Firefish account for you and we are under no obligation to inform you of the reasons, if any, for such refusal.

(b) You may not apply for or register for more than one Firefish account, for a Firefish account on behalf of another individual, operate a Firefish account on behalf of any person who is not eligible to register for or operate a Firefish account in their own name, or register for a Firefish account on behalf of any entity other than a Company over which you have the requisite power and authority to form a binding contract. You may not apply for or register for multiple Firefish accounts on behalf of the same Company.

6.2 True and accurate information

(a) By applying for, opening, registering for, or using your Firefish account or using the Site or any other Services in any way, you (i) represent that all information, materials, data, content, or documents you provide or make available to us is and will remain true, correct, and complete, and you (ii) agree to maintain and update any and all personal information you provide to us to ensure it is true, accurate, current, and complete at all times.

(b) If you provide any information that is untrue, incorrect, inaccurate, not current, or incomplete or Firefish has reasonable grounds to doubt the truthfulness, correctness, accuracy, currency, or completeness of such information, we have, without limitation of remedies or actions that we may undertake or other legal effects of such your provision under these Terms or applicable law, the right to suspend or terminate your Firefish account.

6.3 Additional rules: Companies

(a) By applying for, opening, registering for, or using your Firefish account or using the Site or any other Services in any way on behalf of a Company, you represent that: (i) you are duly authorized to do so; (ii) you have the power and authority to legally bind, including entering into any legal agreement in course of accessing the Services on behalf of, such Company; and that (iii) such Company is in good standing to the best of your knowledge. Furthermore, you represent and warrant that (iv) such Company will abide by all of the terms and conditions of these Terms and any other agreements you may enter into in the course of or in connection with Firefish services.

(b) You may not operate or otherwise use a Firefish account opened for a Company (i) for the benefit of any person other than that Company, (ii) for any purpose prohibited by law or regulation, or any activity which that Company is not duly authorized to conduct.

6.4 KYC/AML

(a) As part of our know your customer, anti-money laundering and combating terrorist financing programs, including under applicable laws (the “AML rules”), we may be required or seek to obtain, verify, and record certain information mainly about you (and in the case of a Company, mainly about the Company itself, members of statutory bodies, executive officers, directors, ultimate beneficiaries and other significant equity holders, as applicable, of the Company, and any other parties authorized to use the Services in their role as a representative of the Company). We take all necessary steps under AML rules. For this purpose, you shall provide us with all information as may be required by Firefish, mainly but not limited to as prompted from time to time by Firefish App, and we will be entitled to keep a record of such information.

(b) You shall complete certain identification, verification and other KYC procedures before you are permitted to use Firefish services; we may use third-party services or other third-party assistance in conducting any of those. Your active access to Firefish services may be subjected to the result of such procedures which we will deem satisfactory. Without limiting the generality of Clause 20.1 hereof, your access to the Site and other Firefish services and any limits that may apply to your use thereof may be suspended, restricted, altered or completely banned as a result of information we collect under AML rules on an ongoing basis. We are under no obligation to inform you of the reason(s) for any such suspensions, restrictions, alterations or bans.

(c) We may monitor your Firefish account, your use of the Site or other Firefish services, and review your personal information on an ongoing basis as may be required by AML rules or pursuant to our internal policies and procedures. At any time, Firefish may require you to provide us with additional information as a condition to your continued access to and use of your Firefish account and Firefish services. During such time, your access to and use of your Firefish account may be temporarily restricted.

(d) For the avoidance of doubt, Article 6.2 [True and accurate information] applies also to all information, materials, data, content, or documents you provide or make available to us under or in connection with this Article (6.4).

6.5 Security

(a) You are solely responsible for maintaining adequate security and control of any and all passwords and other account credentials that you use to access your Firefish account (the "Account credentials"). You shall prevent unauthorized access to or use of your Firefish account and promptly notify us of any such unauthorized access or use. You must keep your Account credentials confidential and not authorize any third party to access or use your Firefish account on your behalf.

(b) You shall notify us at [email protected] of any suspected or actual security breach of your Firefish account as soon as possible and cooperate with us in the investigation of any suspected or actual security breach, unauthorized access to, or use of your Firefish Account.

(c) You are solely responsible for all activity that occurs on, in connection with or under your Firefish account (whether or not authorized by you). We shall have no liability to you or any other person for acts or omissions made or committed by you, your agent, representative or third-party service provider in respect of your Firefish account.

6.6 Account tiers

(a) We apply an account tiering policy. You may only access to and use Firefish services in the extent corresponding to your Firefish account tier. The relevant Firefish account tiers are shown here. We may change our tiering policy, including, but not limited to, alteration of available tiers and scope of Firefish services accessible or limitations attached thereto at any time, without notice.

(b) You acknowledge and agree that (i) your active use of Firefish services, including Firefish Borrow and Firefish Invest, may be conditional upon upgrading your Firefish account to appropriate tier; and (ii) your Firefish account may be subjected to certain transactional limits or other limitations related to your use of Firefish services as applicable to its tier.

(c) In order to upgrade your Firefish account you must apply for respective tier upgrade and shall meet all applicable conditions as requested by Firefish (which may be set or modified from time to time as we deem appropriate) to our satisfaction.

(d) Firefish may refuse, in its discretion, to upgrade your Firefish account. Firefish also may, in its discretion, downgrade your Firefish account to any tier, including to basic tier, or set any restrictions, limits or other limitations to your Firefish account irrespective of its actual tier. We are under no obligation to inform you of the reasons, if any, for such refusal, downgrade, restrictions, limits or limitations.

6.7 User bank account

(a) Every Firefish account enabling the active use of Firefish services must be paired with a bank account registered with us (we may allow multiple registered bank accounts for different currencies).

(b) By submitting a bank account for registration you represent that such account is (i) opened and held at your own name, (ii) belonging exclusively to you, and (iii) fully and exclusively under your control. You undertake to ensure that any bank account you registered with us will meet all of these conditions at any time throughout the period of its registration with us.

(c) You may apply for a change of your registered bank account. Any change of your registered bank account shall be subject to our approval, which may be granted or refused in our sole and absolute discretion, and apply prospectively. For the avoidance of doubt, change of your registered bank account under this Clause (6.7(c)) shall not alter or otherwise affect whatsoever your payment coordinates under your Loan and security agreement(s) (and if you are a Firefish Invest user also under your Liquidation exchange agreement(s)) already in place.

(d) Change of your payment coordinates under your Loan and security agreement(s) is governed exclusively by terms and conditions thereof (which are in the relevant scope hereby incorporated by reference). Without prejudice to the generality of the foregoing you acknowledge and agree that you shall apply for such a change only in exceptional circumstances and that Firefish is under no obligation whatsoever to accommodate your application.

7. FIREFISH BORROW; FIREFISH INVEST

7.1 No lending or borrowing by Firefish; no guarantee

(a) Bitcoin secured loans are privately issued and received by our users (Borrowers and Lenders respectively). Firefish is the Services provider and not a lender or borrower.

(b) You acknowledge and agree that we do not guarantee nor assume any legal responsibility (or liability) whatsoever as regards the compliance with (or breach of) the terms and conditions, including, but not limited to, the right and timely fulfillment of (or default on) any obligations or other legal duties, by respective Borrower(s) or Lender(s).

7.2 Non-binding interest

(a) Firefish Borrow allows you to submit a non-binding interest (the “Interest”) in borrowing money in a form of a Bitcoin secured loan (the “Borrowing interest”). Firefish Invest allows you to submit the Interest in lending money in a form of a Bitcoin secured loan (the “Lending interest”). Interest mainly consists of your preferred Bitcoin secured loan terms, such as loan amount and currency, loan period and acceptable (in the case of Borrowing interest) or minimal acceptable (in the case of Lending interest) loan interest rate.

(b) You may submit multiple Borrowing interests and multiple Lending interests.

(c) Borrowing interests are time-limited and valid for 14 days, unless otherwise indicated in the Firefish App in the course of respective Borrowing interest creation. After the lapse of its applicable validity period, the Borrowing interest will be automatically cancelled.

(d) You may cancel your Borrowing interest or Lending interest at any time.

7.3 Matching

(a) Borrowing interest and Lending interest that we deem fit may be matched.

(b) It is in our sole and absolute discretion (i) whether we match or do not match any of the submitted Borrowing interests with any of the submitted Lending interests, (ii) to determine the criteria, including any automatic processes or tools, according to which any of the submitted Borrowing interests and any of any of the submitted Lending interests will be matched, and (iii) to determine any process aimed at finding a match we deem suitable – we may, for example, present one or multiple Firefish Invest users that have submitted a Lending interest with one or more Borrowing interests (whereby, in general, first to confirm rule will apply).

(c) Without limiting the foregoing, you acknowledge and agree that due to the specifics of Bitcoin secured loan, notably security provided by the Borrower in a form of Bitcoin collateral and Bitcoin collateral escrow thereof, we have no duty whatsoever to consider in our matching any aspects or factors pertaining to the person of Lender or Borrower (e.g. counterparty risk).

(d) We may insert any of the Borrowing interest into the list of available Borrowing interests and make such listing available in the Firefish App for Firefish Invest users to pick a suitable match themselves.

(e) Interests are generally considered to be matched once a valid Borrowing interest has been confirmed as acceptable by a Firefish Invest user through Firefish App (irrespective of whether the latter has submitted any Lending interest beforehand).

7.4 Contract formation

(a) If and after your Interest have been matched, you may be prompted to proceed into the contracting phase where you may be, among other things, shown and prompted to confirm the details of the Bitcoin secured loan (the “Loan details”) (i) in the case of Firefish Borrow - to be provided to you (or your Company , if the Firefish account is registered for a Company), or (ii) in the case of Firefish invest - to be provided by you (or your Company, if the Firefish account is registered for a Company), such as, for example Loan Amount, Amount Due, Loan Provision Date Maturity Date, Initial Bitcoin Collateral and Liquidation LTV. Please be advised that Loan details as shown to you may in some instances differ from the Interest you have submitted or confirmed as acceptable (and we do not represent that the two will be the same). Therefore you agree to review and check all the Loan details carefully before eventually confirming them.

(b) You may also be shown and prompted to confirm information about your bank account to be used with regards to or in connection with respective Bitcoin secured loan (the “Account details”). Please be advised that Account details shown to you will be based on information about your bank account registered with us (Article 6.7). In any case, you agree to review and check the Account details carefully before eventually confirming them; should you encounter any issues with the Account details as shown to you, you will most probably have to appropriately alter the information about your bank account registered with us (Article 6.7) through your Firefish account section before eventually proceeding any further.

(c) We will identify your Bitcoin secured loan counterparty to you by their Unique identifier. Except where forming part of their payment coordinates, you will not be shown personal data of your Bitcoin secured loan counterparty. You may ask for relevant legal identification details of your counterparty. You acknowledge and agree that we will provide you with such identification details, and provide your Bitcoin secured loan counterparty with such details on you (and/or your Company) upon request that we deem substantiated, notably when provision of details sought is necessary or advisable for enforcement or protection of the requesting party's rights.

(d) Without prejudice to other legal effects thereof, notably as stipulated in these Terms, by confirming the Loan details through the Firefish App you (or your Company, if the Firefish account is registered for a Company) will firmly and irrevocably consent with entering into the Loan and security agreement (as defined below).

7.5 Loan and security agreement

(a) Your Bitcoin secured loan will be governed by and subject to (i) Loan details, including Account details, as confirmed by you, and (ii) additional terms and conditions as stipulated in the template Loan and security agreement, including its Collateral escrow rules exhibit, that will be published at the moment of your confirmation of Loan details (Clause 7.4(d) above) on our Site here (together the “Loan and security agreement”).

(b) We may revise or update the template Loan and Security agreement in our sole and absolute discretion from time to time without notice. You are advised and agree to check the actual version of such document as will be published on the Site at the time of your confirmation of Loan details (Clause 7.4(d); hyperlink will be provided for your convenience through Firefish App.

(c) If there are any conflicts between these Terms and the Loan and security agreement, the Loan and security agreement shall prevail.

(d) Firefish believes that transaction under Loan and security agreement, mainly due to its structure, shall not according to applicable law thereto be subject to consumer credit (civil) norms irrespective of eventual consumer/trader status of any party to the transaction.

(e) The Loan agreement contains legally binding contracts. However, we do not represent nor guarantee that your Loan agreement or any term or condition thereof may not be found invalid, ineffective or unenforceable by any competent judicial or other authority and we shall bear no liability should it be the case. We also do not represent nor guarantee that our belief under the preceding Clause (7.5(d)) is necessarily correct or that it will be shared by competent authorities and you expressly agree that you will not rely on anything of the aforementioned to be the case. YOU SHOULD READ ALL THE LOAN DOCUMENTS CAREFULLY AND CONSULT WITH LEGAL COUNSEL.

(f) You can access your Loan and security agreement document through Firefish App. In order to enhance your documentary security you may consider making a copy (downloading) of your Loan and security agreement onto your device.

7.6 Collateral

(a) Bitcoin secured loans are secured by Bitcoin collateral. Please refer to your Loan and security agreement for further details regarding the nature of, including specific legal arrangements such as the escrow and security transfer of ownership pertaining to, your loan collateral.

(b) Your Loan and security agreement will dictate the cases (such as for example fall of the loan-to-collateral market value ratio below the required level), when defined amount(s) due under such Loan and security agreement shall be, instead of monetary performance, repaid in-kind by escrowed loan collateral or defined part thereof.

(c) Firefish Borrow users must be willing and able to transfer Bitcoin collateral from, and receive Bitcoin collateral on, their Bitcoin blockchain address. Firefish Invest users must be willing to accept Bitcoin collateral as in-kind repayment of their Bitcoin secured loan (however, such Bitcoin may then be exchanged for fiat money - please see Chapter 12. on our Liquidation exchange service).

(d) Firefish Invest users that decide to self-liquidate (Article 12.2 below) must be also able to receive Bitcoin collateral on their Bitcoin blockchain address. If this is your case, with regardst to every self-liquidated Bitcoin secured loan you will be asked to provide your Bitcoin blockchain address. Please read and duly consider all the important security notices or other information you may be given through the Firefish App prior to submitting your Bitcoin blockchain address.

7.7 Taxes

You are solely responsible for independently assesses and complying with all relevant tax and other legal requirements in connection with your Bitcoin secured loan. Without limiting the foregoing, you are solely responsible for the payment of any eventual taxes related to any revenue you generate.

8. ESCROW SETUP SUPPORT

(a) If you are a Firefish Borrow user, as a part of the Escrow setup support we will guide you through, and may provide you with certain technical support (such as the dedicated software tool to be compiled and run by on your own hardware and able to construct complex addresses and transactions) for, or other assistance in the course of, the process of setting-up or extending (in case of collateral top-up) the technical and transactional environment created on Bitcoin blockchain consisting of the collateral holding addresses and partially or wholly pre-signed transactions, as stipulated by the Applicable escrow rules (the “Escrow environment”), including pre-signing of certain transactions as previewed by the Applicable escrow rules. Brief description of such process may be found on the Site; we reserve the right to modify or otherwise alter any description(s) thereof from time to time without notice.

(b) In order to allow for setting-up the Escrow environment, you will be asked to provide your Bitcoin blockchain address. This applies to Firefish Borrow users. Please read and duly consider all the important security notices or other information you may be given through the Firefish App prior to submitting your Bitcoin blockchain address.

(c) Although we may provide you with technical support or guidance, it is your sole responsibility to duly ascertain, by any means you deem necessary, whether the actual escrow environment in place is in full conformity with your Loan and security agreement. You acknowledge and agree that (i) if you are a Firefish Borrow user, you shall send no Bitcoin into the escrow environment unless you completely agree with its nature, including how it has been set, or that (ii) if you are a Firefish Invest user, you shall not disburse any money to the respective Borrower under your Loan and security agreement unless you verified that collateral has been placed in the Escrow environment as required by your Loan and security agreement.

(d) You acknowledge and agree that we shall no liability to you or any other party for any of our actions or inactions or any other our activity concerning the Escrow environment in the course of Escrow setup support (including, but not limited to, pre-signing of any transaction before the respective Bitcoin blockchain address, to which the transaction pertains, is credited with Bitcoin).

(e) Notwithstanding the foregoing, you may fully rely on Firefish to have acted according to Clause 11.3(a) hereof.

9. BITCOIN COLLATERAL ESCROW

(a) Use of your Escrow environment will be governed by the Escrow rules that will be published at the moment of your confirmation of Loan details (Clause 7.4(d) above) on our Site here (the “Applicable escrow rules”).

(b) We may revise or update the Escrow rules in our sole and absolute discretion from time to time without notice. You are advised and agree to check the actual version of such document as will be published on the Site at the time of your confirmation of Loan details (Clause 7.4(d); hyperlink will be provided for your convenience through Firefish App.

(c) The Applicable escrow rules are legally binding for you.

(d) Subject to our acceptance, we will provide you with the Bitcoin collateral escrow strictly according to Applicable escrow rules and only once appointed by both parties to your Loan and security agreement. You acknowledge and agree that we may deem to have been duly and irrevocably appointed by you (i) in case you are using Firefish Invest – at latest by you clicking on “Confirm investment details” when prompted by Firefish App, or (ii) in case you are using Firefish Borrow – at latest by you clicking on “Confirm loan details” when prompted by Firefish App.

(e) Without prejudice to eventual duties imposed upon us by the Applicable escrow rules, Firefish shall bear no risk with regards to any Bitcoin placed in the Escow environment and shall have no duty of custody and preservation thereof.

10. FEE BUMPING

(a) You acknowledge and agree that for the sake of efficiency, all Bitcoin Blockchain fees for Escrow environment transactions are set to bare minimum while an economically insignificant output of every such transaction is leading to us in order to allow network fees bumping using a Child-Pays-For-Parent type transaction (the “Fee bumping” or “Fee bump").

(b) We agree to Fee bump any Escrow environment transaction relating to your Bitcoin secured loan by additional Bitcoin amount as we deem necessary, up to the amount of Processing fee we had received in connection with such a loan. For the avoidance of doubt, under no circumstances shall we be obligated or have any other duty whatsoever to make a Fee bump in excess of the Processing fee amount actually received by us.

(c) Should the amount of Fee bump necessary to promptly mine an Escrow environment transaction be greater than Processing fee we had received, we will in general contact the party or parties concerned and try to resolve the issue (most notably by us receiving from the party or parties concerned the remaining part of Fee bump funding) so that the transaction effectively be mined as soon as possible. Notwithstanding anything herein to the contrary, we shall be fully released from any obligations or other duties with respect to Fee bumping by Fee bumping such transaction with Bitcoin in the amount of Processing fee we had received and shall incur no liability in contract or in law to you or any party whomsoever for, or in connection with, such action (including not acting otherwise).

11. DISTRIBUTION ESCROW

11.1 Use cases

(a) Save for its return to respective Borrower following the ordinary repayment of Bitcoin secured loan, Bitcoin from any Escrow environment will be sent to, and shall be distributed to respective beneficiary party(ies) through the use of, another specifically designed escrow-type mechanism (the “Distribution escrow”).

(b) If you are a Liquidation exchange service (as defined in Article 12.1 below) user, the Distribution escrow in place will also serve as a tool aiming at facilitating the secure settlement of your Liquidation exchange agreement (as defined in Clause 12.3(a) hereof).

(c) Distribution escrow forms an integral part of your Bitcoin secured loan design and as such shall be mandatory.

(d) For the avoidance of doubt, although the Distribution escrow mechanism will be arranged for and deployed in connection with every Bitcoin secured loan, it shall only come into real use if the respective Bitcoin secured loan has been, according to your Loan and security agreement, repaid by Bitcoin collateral.

11.2 Governing rules

(a) Your Distribution escrow will be governed by the Distribution escrow rules that will be published at the moment of your confirmation of Loan details (Clause 7.4(d) above) on our Site here (the “Applicable distribution escrow rules”).

(b) We may revise or update the Distribution escrow rules in our sole and absolute discretion from time to time without notice. You are advised and agree to check the actual version of such document as will be published on the Site at the time of your confirmation of Loan details (Clause 7.4(d); hyperlink may be provided for your convenience through Firefish app.

(c) The Applicable distribution escrow rules are legally binding for you. Without limiting the generality of the foregoing, by the confirmation of Loan details (Clause 7.4(d) above) you (i) acknowledge and agree with the Applicable distribution escrow rules, and (ii) shall, at all times within the duration of Distribution escrow, fully adhere to the Applicable distribution escrow rules.

11.3 Service provision; Escrow agent; appointment

(a) You acknowledge and agree that in order to technically deploy the Distribution escrow our Escrow setup support will lead the Firefish Borrow users to set-up the Escrow environment in such a way that a Bitcoin blockchain address to become the Liquidation address (as defined by the Applicable collateral escrow rules) will be an address used for the Distribution escrow.

(b) In connection with every Bitcoin collateral escrow we will also provide you with the Distribution escrow strictly according to Applicable distribution escrow rules.

(c) Distribution escrow will be handled by our nominated agent (the “Escrow agent”) as identified under the definition of “Escrow agent” in the Applicable distribution escrow rules. Please refer to your Applicable distribution escrow rules for more information about how our relations with the Escrow agent in connection with their discharge of duties under the Distribution escrow are regulated.

(d) You acknowledge and agree that we (represented by our nominated Escrow agent) may deem to have been duly and irrevocably appointed by you to serve as the escrow agent for the Distribution escrow (i) in case you are using Firefish Invest – at latest by you clicking on “Confirm investment details” when prompted by Firefish app, or (ii) in case you are using Firefish Borrow – at latest by you clicking on “Confirm loan details” when prompted by Firefish app.

(e) Without prejudice to relevant rules under Applicable distribution escrow rules, the arrangement of the Distribution escrow pertaining to any Bitcoin secured loan shall be terminated, and all our (including the Escrow agent) duties and responsibilities related or otherwise in connection thereto shall cease, if, and in the moment that, the Bitcoin collateral securing such Bitcoin secured loan has been returned from the Escrow environment to respective Borrower.

11.4 Data for Distribution escrow

(a) Without prejudice to Clause 11.4(c) below, Firefish will provide to the Escrow agent information and data contemplated by your Applicable distribution escrow rules to be provided by the “Platform”, based on Filefish’s databases and records.

(b) Firefish will provide to the Escrow agent: (i) as for the “Borrower's BTC” – information about the amount of Bitcoin, if any, that Lender is obliged to return to Borrower under your respective Loan and security agreement; and (ii) as for the “Sum to be paid” – information about the total amount of Lender's claims under your respective Loan and security agreement that were subject to in-kind satisfaction by the Bitcoin collateral.

(c) Notwithstanding anything to the contrary, for the purposes of precedent Clause (11.4(b)) Firefish may, without having any obligation or duty to make an investigation whatsoever, always assume that no payments were made for the satisfaction of the Amount Due owed under your respective Loan and security agreement. We are entitled to act upon such assumption even in case we have obtained, or should have obtained, information (including eventual documents) from any source, including parties or any of the parties to respective Loan and security agreement, which is, or may be reasonably alleged to be, inconsistent therewith.

(d) With regards to information and data provided for the Distribution escrow Firefish may, for the sake of practicality, apply appropriate mathematical rounding or any other method of rounding as we deem reasonable.

(e) You acknowledge and agree that: (i) the Distribution escrow will be executed upon the data and information provided to the Escrow agent by Firefish in accordance with this Article (11.4); (ii) such information may, for various reasons, differ from the actual content of the parties' respective underlying rights and obligations under your Loan and security agreement; (iii) all such differences or claims arising therefrom shall be settled exclusively by and between the parties to your Loan and security agreement, in any case with the exclusion of any liability or responsibility of Firefish or the Escrow agent for such differences or claims towards any party whatsoever.

11.5 Waiver

You understand, acknowledge and agree that Distribution escrow is provided by us and your sole and exclusive contractual partner with regards to or otherwise in connection with Distribution escrow shall be Firefish. YOU HEREBY WAIVE, TO THE GREATEST EXTENT POSSIBLE UNDER APPLICABLE LAWS, ANY RIGHT TO SEEK REMEDIES FROM, MAKE CLAIMS AGAINST, OR INITIATE LEGAL PROCEEDINGS DIRECTLY AGAINST THE ESCROW AGENT IN CONNECTION WITH THE DISTRIBUTION ESCROW.

12. LIQUIDATION

12.1 Liquidation exchange service

Subject to terms and conditions stipulated herein, we enable Firefish Invest users to have their Bitcoin collateral used for the in-kind satisfaction of their claims under respective Loan and security agreement exchanged for fiat (legal tender) money (the “Liquidation exchange service”).

12.2 Default regime; opting-out

(a) Provision and use of our Liquidation exchange service is a default liquidation regime for every Firefish Invest user and every Bitcoin secured loan. For the avoidance of doubt, our Liquidation exchange service will automatically apply to every case of Bitcoin secured loan which has not been subjected to the opt-out as laid-down below.

(b) If you are a Firefish Invest user but do not wish to be provided with the Liquidation exchange service, you may opt-out from the use thereof through the Firefish App. Please be advised that any your eventual opt-out may be made, and shall be effective, only with regards to an individual Bitcoin secured loan concerned; general opting-out covering multiple or all Bitcoin secured loans you enter into on the Site following the opt-out is not possible.

(c) In order to allow for subsequent opting-out(s) from Liquidation exchange service, you must beforehand express your interest in eventual Self-liquidation through your Firefish account settings.

(d) Provided that you have set your Firefish account to enable Self-liquidation, you will have the opportunity to opt-out from the default liquidation regime with regards to an individual Bitcoin secured loan by marking the respective checkbox (stating Self-liquidation or other similar expression of will not to use Liquidation exchange service) when prompted by the Firefish App to confirm your Loan details.

12.3 Liquidation exchange agreement

(a) If you are a Liquidation exchange service user, in connection with every of your Loan and security agreements you will, by confirming the respective Loan details through the Firefish App, firmly and irrevocably consent with entering into a binding legal agreement between you and the Liquidator (as identified below) with subject matter and under the terms and conditions as specified in this Article (12.3) (the “Liquidation exchange agreement”):

Liquidator: Firefish or such other person as may be, from time to time, published on the Site. Firefish may assign or transfer its rights and obligations under the Liquidation exchange agreement, without notice or obtaining your consent or approval, to another person, which shall then become the Liquidator instead of Firefish.

Subject matter: Transfer of all Assets (as defined below) by you to Liquidator in exchange for Consideration (as defined below), subject to the occurrence of Condition (as specified below).

Assets: (i) Assets shall mean any and all Bitcoin, which (A), shall, according to your respective Loan and security agreement, be used for in-kind satisfaction of your claims under that agreement, and (B) will be credited from the Collateral holding addresses (as defined by your Applicable collateral escrow rules) to Liquidation address (as defined by your Applicable collateral escrow rules). (ii) The concrete amount of Bitcoin corresponding to the Assets that shall be binding to and respected by both parties to the Liquidation exchange agreement, will be calculated by Firefish – Clauses 11.4(c) and 11.4(d) shall apply to this calculation analogously.

Condition: Assets > 0.

Consideration: (i) Consideration shall mean payment of fiat money in the amount and currency corresponding to the liquidation value of Assets determined by the same rules as the “liquidation value of Collateral” or, as the case may be, as the value of “ownership of Collateral retained”, under your respective Loan and security agreement (i.e. = 0,95 * Market BTC price as of the relevant moment * number of units of Assets). (ii) The amount of Consideration shall under no circumstances (including, but not limited to eventual VAT payable by you in connection with the transaction) be subject to any increase.  

Payment terms: Liquidator shall be obligated to provide to you the Consideration by a single payment or multiple payments to the same bank account that is according to your respective Loan and security agreement designated for loan repayments.

Ownership: (i) Liquidator shall acquire the ownership of Assets or any part thereof upon the moment such Assets or such part thereof is credited to Liquidation address (as defined by your Applicable collateral escrow rules). (ii) For the avoidance of doubt, the transfer of ownership under preceding indent [i] will take place, and Liquidator will become the sole and exclusive owner of Assets or respective part thereof, automatically upon occurrence of the moment specified therein; no further conditions, acts or actions, including from your side are required. (iii) If, for any reason whatsoever, such effect does not occur earlier, Liquidator will acquire the ownership of Assets or any part thereof at latest upon the moment such Assets or such part thereof is released (sent) to (for the benefit of) the Liquidator from the Distribution escrow.      

Assets delivery: You shall deliver the Assets to the Liquidator through the Distribution escrow.

Representations and warranties: (i) You represent and warrant, to and for the benefit of Liquidator, that (A) you have the power to enter into the Liquidation exchange agreement and to perform your obligations thereunder, (B) you have taken all necessary action to authorize such conclusion and performance, and (C) the Liquidation exchange agreement will constitute a legal, valid, and binding obligation enforceable against you in accordance with its terms; (D) you are acting for your own account; (E) no litigation, arbitration or administrative proceedings of or before any court, arbitral tribunal or agency which might reasonably be expected to have adverse effect on the Liquidation exchange agreement, performance of your obligations under the Liquidation exchange agreement or the accuracy of your representations and warranties have been started or threatened against you; (F) you are not insolvent and are not subject to any bankruptcy or insolvency proceedings under any applicable laws; (G) the execution of, the performance of your obligations under and compliance with the provisions of the Liquidation exchange agreement do not contravene or conflict with any applicable law, statute, rule or regulation, or any judgment, decree or permit to which you are subject, or any agreement binding upon you which might reasonably be expected to have adverse effect on the Liquidation exchange agreement or performance of your obligations thereunder or the accuracy of your representations and warranties; (H) you will be at the time of the transfer of Assets to the Liquidator, the sole and unrestrained owner thereof; (I) save for the Liquidation exchange agreement you have not concluded any contract or agreement to sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, Assets or any part thereof, nor created, incurred or permitted to exist any pledge, lien, mortgage, hypothecation, security interest, charge, option or any other encumbrance with respect to Assets or any part thereof; (J) you will have at the time of the transfer of any Assets, the right to transfer such Assets subject to the terms and conditions hereof free of any pledge, lien, mortgage, hypothecation, security interest, charge, option or any other encumbrance; (K) you have not violated any anti-terrorism, money laundering or sanctions laws of any other jurisdiction and have not engaged in or have conspired to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate such laws; (L) no part of the Assets represents proceeds of crime under any law of any other jurisdiction nor is derived from or related to any activity that is deemed criminal under the laws of any jurisdiction nor is being tendered by or on behalf of a third person. (ii) You undertake to procure that all of your representations and warranties herein will continue to be true, correct and non-misleading at any moment until the full discharge of your obligations under the Liquidation exchange agreement.

Reduction of transaction: (i) Should the Assets or any part thereof become subjected to the Escrow agent's obligation under the Applicable distribution escrow rules to release (send) them from the Distribution escrow back to you (the “Assets to be returned”), it is agreed that upon the moment such obligation arises, (A) Assets to be returned cease to be part of a transaction under the Liquidation exchange agreement, and (B) all rights and obligations of parties under the Liquidation exchange agreement with respect to the Assets to be returned shall be rescinded. (ii) For the avoidance of doubt, with respect to all Assets other than the Assets to be returned, the Liquidation exchange agreement shall remain in full force and unaffected. (iii) It is acknowledged and agreed that (A) for these purposes the Consideration shall be considered perfectly divisible and (B) the portion of total Consideration corresponding to the Assets to be returned shall be calculated as follows = total Consideration * (units of BTC constituting Assets to be returned / units of BTC constituting all Assets).

Termination: The Liquidation exchange agreement shall automatically terminate if, and upon the moment when, all Bitcoin collateral securing your respective Bitcoin secured loan is returned to the Borrower.

(b) Unless you will be notified otherwise, Liquidator shall be deemed to have consented with the Liquidation exchange agreement at latest upon your consent therewith.

(c) In any case, any and all payments made by the Liquidator to you shall be deemed to have been made under the Liquidation exchange agreement.

12.4 Borrower's consent

(a) If you are a Firefish Borrow user, without prejudice to potential claims towards the Lender under your Loan and security agreement (e.g. Clause 12.4(c) below) you acknowledge and irrevocably agree that the Lender under your Loan and security agreement may enter into and transfer the Assets under the Liquidation exchange agreement and any such transfer to Liquidator shall be deemed to have been made with your consent.

(b) Without limiting the generality of the foregoing, you acknowledge and irrevocably agree that Liquidator shall acquire the ownership and become exclusive and lawful owner of the Assets to be transferred under the Liquidation exchange agreement free of any pledge, lien, mortgage, hypothecation, security interest, charge, option or any other encumbrance even in case such Assets or any part thereof will, at the relevant time, belong to you.

(c) Any claims of parties to your Loan and security agreement, including for damages or unjust enrichment, arising from or in connection with the eventual transfer of Assets under the Liquidation exchange agreement not belonging to the transferor shall be settled exclusively by and between the parties to your Loan and security agreement, in any case with the exclusion of any liability or responsibility of Firefish or Liquidator for such claims or otherwise in connection therewith towards any party whatsoever.

13. FEES

(a) You agree to pay us all applicable fees associated with your use of the Services. The relevant fees are shown in our Fee Schedule.

(b) We may change the fees and Fee Schedule at any time, without notice. Changes to our Fee Schedule are effective as of the effective date shown on the Fee Schedule, and changes will apply prospectively to your use of the Services. You are advised and agree to check the actual version of such document as will be published on the Site at the time of your confirmation of Loan details (Clause 7.4(d)).

(c) Origination fee and Processing fee (as described in the Fee Schedule) are (i) denominated and payable in Bitcoin, and (ii) to be paid through and in the course of Escrow setup. You authorize us to collect any and all of these fees directly from the amount of Bitcoin that you will, from time to time, send to respective prefund address in order to fund the Escrow environment for your Bitcoin secured loan. Indication of the total amount of Bitcoin to be sent so as to cover both our fees and collateral under your Loan and security agreement will be provided for your convenience through Firefish app.

(d) Any Bitcoin you send to respective prefund address in order to fund the Escrow environment for your Bitcoin secured loan shall and will be firstly used to cover our fees. You acknowledge and agree that we are entitled not to process your prefund transaction in case the total amount of Bitcoin available is insufficient to cover both our fees and collateral under your Loan and security agreement.

(e) You will be presented with the applicable Origination fee and Processing fee charged by us through Firefish app before your confirmation of Loan details (Clause 7.4(d)). Notwithstanding anything herein to the contrary, such your confirmation constitutes an agreement to pay all such applicable fees.

(f) Fees cover the Services to which they are related as stipulated in the Fee Schedule. Except where prohibited by law or where Fee Schedule explicitly provides for otherwise, our fees are non-refundable. Any right to set off, retain, deduct, counterclaim or withhold any payments due to us under these Terms is hereby expressly waived and excluded.

(g) You understand and agree that in connection with our Services you may incur other costs, expenses or fees payable to third-parties, such as, for example, interest due to Investor under your Loan and security agreement or fees for Bitcoin and bank transfers related thereto. Except for certain Bitcoin network fees that are according to your loan documentation deducted from the Bitcoin collateral amount, you’re solely responsible for paying all such costs, expenses and fees.

14. PROHIBITED CONDUCT

You agree not to: (i) interfere with, circumvent or disable any security or other technological features or measures of any of the Firefish services or attempt to gain unauthorized access to any of the Firefish services; (ii) use any automated means to access the Site or collect any information from the Site; (iii) frame the Site, place pop-up windows over the Site's pages, or otherwise affect the display of the Site's pages; (iv) use automated scripts to collect information from the Site or otherwise in connection with any of the Services, including engaging in the practices of "screen scraping," "database scraping" or any other activity with the purpose of obtaining content or other information; (v) upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, or any other form of commercial or non-commercial solicitation or bulk communications of any kind to any Service user, (vi) use data from the Site or otherwise provided by Firefish in any manner whatsoever, for any competing uses or purposes; (vii) use any of the Services in any manner that violates applicable law or that could damage, disable, overburden, or impair the Site or any other Firefish services or interfere with any other party's comfortable use of the Site or any other Firefish services; (viii) upload, post, transmit, share, store or otherwise make available (A) any content that, in the sole judgment of Firefish, may violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights, (B) any private information of any third party, (C) any material that contains software viruses or any other malicious or tracking computer code, files or programs designed to track, interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, or (D) content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law.

15. FEEDBACK

(a) You acknowledge and agree that we may collect suggestions, comments, ideas, reviews, testimonials, materials or other feedback from you with respect to us, the Site or other Firefish services that you provide through e-mail, the Services or other ways (collectively the “Feedback”).

(b) By submitting Feedback to us, you (i) acknowledge and agree that (B) such Feedback is non-confidential, and (B) we shall be the exclusive owner of any such Feedback - when and to the extent that our ownership of such Feedback is not permitted by applicable laws, you (ii) grant us a perpetual, worldwide, royalty-free, irrevocable, transferable, sublicenseable right to copy, use, reproduce, modify, adapt, publish, create derivative works from, translate, transmit, display, distribute, market, promote, sell, rent or lease such Feedback in any form or medium known.

(c) You acknowledge and agree that you have no right and hereby waive any request for acknowledgment or compensation for any Feedback or any modifications to any of our Services based on any Feedback.

16. THIRD-PARTY WEBSITES

The Site, and some of our communications to you in connection with Services, may contain links or connections to third party websites. Any such link or connection is provided only as a convenience and should be used at your own risk. We have no control over any such other websites, the contents thereof or the products and services represented. The existence or provision to you of any link or other connection to third party websites does not imply any affiliation, sponsorship, endorsement, approval, representation or warranty by us. We will have no responsibility for any damages or liabilities arising from or related to the contents of any third-party website or your use of any such website.

17. NO ADVICE

While we may make certain informational content available to you, under no circumstances do we provide legal, financial, investment, accounting, tax, estate-planning, or other professional advice. You should not construe any information, features, tools, or other content on the Site or otherwise provided by us in connection with any of the Firefish services (such as, for example, the template Loan and security agreement) as being legal, financial, investment, accounting, tax, estate-planning, or other professional advice. We encourage you to seek professional advice regarding any tax and legal requirements with which you must comply.

18. INDEMNIFICATION

(a) You agree to indemnify and hold harmless Firefish and its affiliates and subsidiaries, contractors, directors, officers, employees, agents, third party partners, licensors and suppliers from and against any claims, actions, proceedings, investigations, demands, suits, costs, expenses and damages (including attorneys’ fees, fines or penalties imposed by any regulatory authority) arising out of or related to (i) your use of, or conduct in connection with, Firefish services, (ii) actions of any party that occurs under your Firefish account, (iii) your breach or our enforcement of these Terms, or (iv) your violation of any applicable law, regulation, or rights of any third party during your use of Firefish services.

(b) If you are obligated to indemnify Firefish and its affiliates and subsidiaries, contractors, directors, officers, employees, agents, third party partners, licensors and suppliers pursuant to these Terms, Firefish will have the right, in its sole discretion, to control any action or proceeding and to determine whether Firefish wishes to settle, and if so, on what terms.

(c) This Chapter (18.) will survive the termination or expiration of these Terms for any reason.

19. LIMITATIONS OF WARRANTIES AND LIABILITY

(a) You acknowledge and agree that (i) in providing or otherwise in connection with Firefish services we shall not be held to any higher standard than what is generally considered to be acceptable in performing similar services, and that we (ii) make the Site or any other Services accessible to you strictly under disclaimers and limitations as set forth herein.

(b) TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, FIREFISH AND ITS AFFILIATES AND SUBSIDIARIES, CONTRACTORS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, THIRD PARTY PARTNERS, LICENSORS AND SUPPLIERS (COLLECTIVELY THE “FIREFISH PARTIES“) DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED WITH RESPECT TO SERVICES, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

(c) USE OF ANY OF THE SERVICES AND ANY THIRD-PARTY DATA, ASSESSMENTS, RESULTS, INFORMATION, SOFTWARE, CONTENT, SITES, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONNECTION WITH OR THROUGH ANY OF THE SERVICES ARE PROVIDED ON AN “AS IS”, AND “AS AVAILABLE”, “WITH ALL FAULTS” BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND, INCLUDING IMPLIED.

(d) THE FIREFISH PARTIES WILL NOT BE LIABLE FOR DAMAGES ARISING OUT OF OR THAT RESULT FROM OR RELATE TO SERVICES OR ANY PARTY'S INABILITY TO USE OR TO OTHERWISE BE PROVIDED WITH THE SERVICES OR TO ANY OTHER INTERACTIONS WITH ANY OF THE FIREFISH PARTIES, UNLESS (WITHOUT PREJUDICE TO ANY ADDITIONAL REQUIREMENT OR CONDITIONS REQUIRED BY APPLICABLE LAW) THE RESPECTIVE FIREFISH PARTY ACTED WITH GROSS NEGLIGENCE.

(e) UNDER NO CIRCUMSTANCES WILL THE FIREFISH PARTIES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FROM LOST BUSINESS OR LOST REVENUES OR LOSS OF ANTICIPATED PROFIT) WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT FIREFISH PARTIES WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR THAT RESULT FROM OR RELATE TO SERVICES OR ANY PARTY'S INABILITY TO USE OR TO OTHERWISE BE PROVIDED WITH THE SERVICES OR TO ANY OTHER INTERACTIONS WITH THE FIREFISH PARTIES – IN CASE THE APPLICABLE LAW DOES NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY AS STATED HEREIN, THEN FIREFISH PARTIES' LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW.

(f) You understand and agree that you use, access, download, or otherwise obtain information, materials or data through any of the Firefish services or any third-party site, at your own discretion and risk and that you will be solely responsible for any damage or loss of data that results from the download or use of such material or data.

(g) Nothing in this Chapter (19.) shall exclude liability for fraud or damages caused intentionally.

(h) This Chapter (19.) will survive the termination or expiration of these Terms for any reason.

20. TERMINATION

20.1 Firefish

If you have breached any provision of these Terms or are otherwise not in full compliance with these Terms, the permissions granted to you hereunder will automatically terminate, and in such circumstance, you will no longer access to, or be able to use your Firefish account, the Site or any other Services. We reserve the right to suspend or terminate your right to use your Firefish account, the Site or any other Services, or block you from future use thereof, at any time in our sole discretion, with or without cause, without notice to you and without any penalty or compensation whatsoever. Without limiting the foregoing, we may exercise such right if: (i) you have engaged in conduct which we, acting reasonably, consider to be unacceptable; (ii) we are required by law to do so; or (iii) if we cease to carry on business in the ordinary course. We will not be liable to you due to, by reason of, or otherwise in connection with, our suspension or termination of your right to use your Firefish account, the Site or any other Services.

20.2 You

(a) If you have any concern using the Site or any of the Services, we kindly ask you to first contact us and we will endeavor to resolve any pending issues.

(b) Your only remedy against us with respect to any dissatisfaction with (i) the Site or the other Services, (ii) any term of these Terms, or (iii) any policy or practice of Firefish in operating the Services, is to terminate your Firefish account and your use of all of the Firefish services. You may terminate your use of the Firefish services and your Firefish account at any time.

20.3 Consumer's right of withdrawal

(a) This Article (20.3) applies to you if, with regards to any of our Services, you qualify as consumer under applicable consumer protection law.

(b) You take note that the applicable consumer protection law stipulates that a consumer has the right to withdraw from a contract on provision of services in return for consideration concluded with a trader at distance (=online) without giving reasons within fourteen days, beginning the day after conclusion of the contract.

(c) The right to withdraw from a contract does not apply, among others, to contracts concerning (i) the provision of a service, where such provision has commenced with the consumer’s express consent and the consumer has declared that they have been duly advised of the fact that, by expressing such consent, they lose the right of withdrawal upon complete service provision, and the service has been provided completely; and (ii) the provision of a service for which the price is dependent on price movements on the financial market which cannot be controlled by the trader and which may occur within the withdrawal period.

(d) You hereby (i) expressly agree that we will start performing agreed relevant Services before the expiration of withdrawal period, and (ii) declare your express request that we shall in every case immediately perform agreed relevant Services. You take note of and acknowledge your loss of the right of withdrawal upon the full performance of such Services. All of these consents, declarations and acknowledgements shall be deemed repeated by you every time you, in or otherwise through the Firefish app, click on a button or make any other action that requests from us to provide (or may be reasonably deemed as being your consent with providing) you with any of Services, mainly, but not limited to, when you confirm your Loan details (Clause 7.4(d) above).

(e) If you are a Firefish Borrow user, you acknowledge and agree that (i) all of our Services covered by fees pertaining to your Bitcoin secured loan shall be deemed completely provided to you at latest in the moment when you fund your Escrow environment relevant to this Bitcoin secured loan; and (ii) although our Services may include us entering into certain agreements (most notably the Escrow rules and Distribution escrow rules), our provision of such Services that is covered by fees only consists of us entering into respective agreements and assuming defined roles thereunder;(iii) being separate multi-party agreements between us, you, and your respective Lender, these legal instruments themselves are not intended to, and in any case shall not, constitute a contract on provision of services by Firefish to you in return for consideration.

(f) You may withdraw from any other contracts on provision of services in return for consideration (i.e. contracts not previously mentioned) without giving any reason within fourteen days of the conclusion thereof. To exercise such your right of withdrawal, you must inform us of your decision to withdraw from the contract by an unequivocal statement (e.g. a letter sent by post or e-mail) sent to (i) our registered office address as stated in Clause I.(b) hereof, or (ii) [email protected]. You may also choose to use the model withdrawal form available here. It is sufficient for you to send the notification of your exercise of right to withdraw before the expiry of the withdrawal period.

(g) If you withdraw from a contract as stated herein, we will reimburse to you all payments received from you under such contract without undue delay and in any event not later than 14 days from the day on which we are informed about your decision to withdraw from such contract. We will carry out such reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of such reimbursement. If you requested to begin the performance of services before the expiration of withdrawal period, you shall pay us (or we are entitled to deduct from our return payment, as the case may be) an amount corresponding to the price of what has been provided until you have communicated to us your withdrawal from the contract.

21. GOVERNING LAW AND JURISDICTION

(a) These Terms, Services and all relationships arising therefrom or related in any way thereto (including, without limitation, liability relationships and relationships arising out of unjust enrichment), form of these Terms, legal requisites for these Terms, validity of these Terms, conclusion and effectiveness of these Terms as well as consequences of their possible invalidity or ineffectiveness shall be governed by the laws of the Czech Republic, irrespective of conflict of law rules. The application of United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly and entirely excluded.

(b) Any disputes, claims or controversies arising out of or in connection with these Terms, including, without limitation, any ancillary legal relationships, claims for unjust enrichment, claims for damages, disputes on the validity (and legal consequences of its possible invalidity or ineffectiveness), interpretation or termination of these Terms shall be submitted to, and decided by, the courts of Slovak Republic (exclusively). However, we shall always have the right to take legal proceedings in the court of competent jurisdiction of your domicile.

(c) Applicable law may stipulate some exceptions or limitations, for example to the scope of agreements under this Chapter (21.), or otherwise modify the effects of agreements under this Chapter (21.), for example with regards to the application of your local imperative or other protective norms, notably but not limited to if you are a consumer. In such cases agreements under this Chapter (21.) may not apply to you or may not apply in their full scope, and/or you may have additional rights. You acknowledge and agree that agreements under this Chapter (21.) shall apply to you to the fullest extent permissible pursuant to applicable law.

(d) This Chapter (21.) will survive the termination or expiration of these Terms for any reason.

22. MISCELLANEOUS

22.1 Independent parties

Firefish is an independent contractor but not an agent of you in the performance of these Terms. These Terms shall not be interpreted as facts or evidence of an association, joint venture, partnership, or franchise between the parties.

22.2 No third party beneficiaries

Save for where Firefish parties or Liquidator are expressly benefiting therefrom, (i) these Terms are intended solely for the benefit of you and Firefish (and any respective successors or permitted assigns) and shall not confer upon any other person any remedy, claim, liability, or other right or privilege; (ii) these Terms are not intended and shall not be construed to create any third party beneficiaries or to provide to any third parties with any remedy, claim, liability or other right.

22.3 Entire Agreement

These Terms constitute the entire agreement between the parties regarding use of Firefish services and will supersede all prior written or oral agreements between the parties. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the terms herein. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us which is not set out in these Terms.

22.4 Language & translations

(a) As our public communication is generally in English and our entire Site's, including the Firefish app, content is in English too, we consider that English language is, to all extent necessary, perfectly understandable for you.

(b) You agree that these Terms are in English language. You also acknowledge and agree that the official language of Firefish is the English language what means, without limitation, that any information and documents relating to or otherwise in connection with Firefish services will be provided to you in English language unless we agree otherwise.

(c) These Terms may, at our sole and absolute discretion, be translated into a language other than the English language. You agree that any such translation shall only be for your convenience and the English text shall prevail in the event of any ambiguity, discrepancy or omission as between the English text and any translated text.

22.5 Events outside our control

We shall not be held liable or responsible to you nor be deemed to have defaulted under or breached these Terms for failure or delay in fulfilling or performing any obligation under these Terms when such failure or delay is caused by or results, fully or partially, from causes beyond our reasonable control, including but not limited to non-delivery, defective delivery of third party services necessary to provide the Services (including but not limited to those of our partners, vendors and suppliers), strikes, lock-outs or other industrial action by third parties, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks or processing times of the Bitcoin blockchain.

22.6 Severability

If any portion of these Terms is held invalid or unenforceable, such invalidity or enforceability will not affect the other provisions of these Terms, which will remain in full force and effect, and the invalid or unenforceable portion will be given effect to the greatest extent possible.

22.7 Assignment

You may not assign or transfer any right to use Firefish Services or any of your rights or obligations under these Terms without our prior written consent. Save for when prohibited by applicable law, Firefish may assign or transfer any or all of its rights or obligations under these Terms, in whole or in part, without notice or obtaining your consent or approval.

22.8 No waiver

The failure of one party to require performance of any provision will not affect that party’s right to require performance at any time thereafter. At the same time, the waiver of one party to seek recovery for the other party’s violation of these Terms or any provision of applicable terms shall not constitute a waiver by that party of any subsequent breach or violation by the other party or of the provision itself.

22.9 Headings

The chapter, article and other headings contained in these Terms are for reference purposes only and shall not affect in any way the meaning or interpretation of these Terms.

22.10 Electronic communication

(a) You acknowledge that these Terms are entered into electronically and all communications relating to the Services are provided by electronic means, unless otherwise requested or permitted by Firefish. The Services are not designed for communications to be provided in paper format or through other non-electronic means.

(b) Firefish may communicate with you through the Firefish apps’s communication tools including your documents section of your Firefish account or your respective Bitcoin secured loan and/or the email address associated with your Firefish account. You acknowledge and agree that any information, data or documents communicated to you in any such way (i) will satisfy any legal communication requirements, including but not limited to, that such communications be in writing, and (ii) shall be deemed delivered to you and you shall be deemed fully acquainted therewith irrespective of, for example, whether you actually have read or opened the respective message or document.

22.11 Survival

Upon termination of these Terms, your use of the Site any of the other Firefish Services, your obligations with respect to any outstanding Bitcoin secured loan, including the Bitcoin collateral escrow, the Distribution escrow and Liquidation exchange agreement shall continue without change and any provision which, by its nature or express terms should survive, will survive such termination or expiration.

22.12 Consumer alternative dispute resolution

If you are a consumer, any disputes arising between Firefish and you may be settled out of court through the Alternative Dispute Resolution or Online Dispute Resolution (ADR/ODR) procedure. If you are a consumer and you find that your complaint had not been handled properly by us or we had otherwise violated your rights, you shall have the right to file with us a request for correction. More information about the alternative dispute resolution can be found here or here. Firefish, however, recommends you to always contact us first to address any situation.

22.13 Contact us

Should you have any questions, concerns or complaints about the Site, any other of our Services, these Terms, or anything else, please contact our Firefish team at [email protected].