Terms of Service

Last Updated: 04/19/2023

Please read these Terms of Service (the “Terms”) and our Privacy Policy (Privacy Policy v1.0) (“Privacy Policy”) carefully because they govern your use of the website and interface located at [https://www.lava.xyz/]  (the “Site”) and the platform, services, and functionalities accessible via the Site and corresponding mobile application (“App”) offered by [Lava Global Inc.], a [Delaware corporation] (“Lava”). To make these Terms easier to read, the Site, our services, and the App are collectively called the “Services.”

IMPORTANT NOTICE REGARDING ARBITRATION FOR CUSTOMERS: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND LAVA THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 19 (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 19 WILL NOT APPLY TO YOU BUT THE PROVISIONS OF SECTION 18 (GOVERNING LAW AND FORUM CHOICE) WILL APPLY INSTEAD.

1. Agreement to Terms. By using our Services, you agree to be bound by these Terms. If you do not agree to be bound by these Terms, you are not authorized to use the Services.
2. Privacy Policy. Please review our Privacy Policy, which also governs your use of the Services, for information on how we collect, use and share your information.
3. Changes to these Terms or the Services. We may update the Terms from time to time in our sole discretion. If we do, we will let you know by posting the updated Terms on the Site, to the App and/or may also send other communications. It is important that you review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms, it means that you accept and agree to the changes. If you do not agree to be bound by the changes, you may not use the Services anymore. Because our Services are evolving over time, we may change or discontinue all or any part of the Services, at any time, and without notice, at our sole discretion.
4. Who May Use the Services?

(a) Eligibility. You may use the Services only if you are at least 18 years old, capable of forming a binding contract with Lava, and not otherwise barred from using the Services under applicable law.

(b) Compliance. The Services are only available to users in certain jurisdictions who can use the Services as permitted under applicable law. You certify that you will comply with all applicable laws (e.g., local, state, federal, and other laws) when using the Services. Without limiting the foregoing, by using the Services, you represent and warrant that: (a) you are not located in a country that is subject to a U.S. Government embargo; and (b) you are not listed on any U.S. Government list of prohibited, sanctioned, or restricted parties. If you access or use the Services outside the United States, you are solely responsible for ensuring that your access and use of the Services in such country, territory, or jurisdiction does not violate any applicable laws. You must not use any software or networking techniques, including use of a Virtual Private Network (VPN) to modify your internet protocol address or otherwise circumvent or attempt to circumvent this prohibition. We reserve the right, but have no obligation, to monitor the locations from which our Services are accessed. Furthermore, we reserve the right, at any time, in our sole discretion, to block access to the Services, in whole or in part, from any geographic location, IP addresses, and unique device identifiers, or to any user who we believe is in breach of these Terms

1. About the Services. Our Services (i) facilitate interaction with a certain decentralized cryptographic protocol, which we do not own or control (a “Protocol”) to enable certain users to request to borrow funds (such users, the “Borrowers”) and certain other users to lend such funds (such users, the “Lenders”), and in which Borrowers will place a certain amount of bitcoin as collateral (each such transaction, a “Loan”), and (ii) may facilitate the creation of a digital wallet (“Lava Wallet”) that enables you to self-custody and manage supported digital assets and interact with third-party services and supported Protocols and decentralized bitcoins and Solana on which such digital assets are recorded (each, a “Blockchain”).

   1. Terms for Borrowers and Lenders. If you are using the Services as a Borrower or a Lender, you agree to the following additional terms:

      (i) Our Relationship**.** You acknowledge and agree that Lava is an online platform provider and not a broker-dealer or a Lender. Lava does not direct or control the day-to-day activities of the users accessing the Site or the App.

      (ii) Interface**.** The Site and App provide an interface by which Borrowers and Lenders may access the Protocol. To use the Services as a Borrower or a Lender, you will need to link your digital wallet(s), which may be a Lava Wallet, on supported bridge extensions. Before using the Services as a Borrower or Lender, we will ask you to download a supported electronic wallet and connect and unlock your digital wallet(s). Once you submit an order to borrow or lend certain digital assets, your order is passed on to the applicable wallet, which completes the transaction on your behalf. Please refer to Section 5(b) below for more information about the Lava Wallet.

      (iii) Bitcoin as Collateral. If you are a Borrower, you agree that, prior to receiving your Loan, you must place a certain amount of bitcoin as collateral. The amount of bitcoin placed as collateral will be returned to the Borrower once the Loan has been fully repaid.

      (iv) Disputes Between Borrowers and Lenders**.** Lava is not a party to any relationship between any Borrowers and/or Lenders or in the delivery or completion of borrowing/lending transactions. In the event that you have a dispute with any user of the Site and/or the App, including any Borrowers or Lenders, you agree to address such dispute directly with such user. If permitted in your jurisdiction, you release Lava (and Lava’s officers, directors, agents, investors, subsidiaries, and employees) (collectively “Releasees”) from, and covenant not to sue Releasees for any and all claims, demands, or damages (actual or consequential) of any kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute. [You agree that to the extent that you are using our Services as a Borrower or a Lender, you are bound by [Lava’s Loan Policy].] As a Lender, to the degree that any collateral placed by a Borrower is a fraud or scam, you agree and acknowledge that Lava and the Services will not be responsible for any Loan made by you in reliance of collateral placed on the Services.

      (v) Plagiarizing Restrictions. If you are an eligible User, Borrower, and/or Lender, you acknowledge that you are restricted from plagiarizing Lava’s IP (code, etc) and using it to avoid fees (including any transaction fees, or Gas Fees, as applicable). Except as otherwise expressly set forth in these Terms of Service, you will be solely responsible to pay any Fee for any transaction that you instigate via the Platform.

      (vi) Fee Provision Clause. The lenders shall not have the right to change the fees paid to Lava, whether such fees are related to the use of its platform or any other service provided by Lava.

(b) Lava Wallet.

(i) Functionality. The Lava Wallet enables you to interact with the [bitcoin and Solana and/or other] supported bitcoin and Solana networks associated with certain digital assets that the Services may, in our sole discretion, elect to support (together, “Supported Digital Assets”). Through such interaction, you will be able to: (A) create Supported Digital Asset account(s) in the Lava Wallet to facilitate transactions; and (B) monitor, maintain, and transact with the associated Supported Digital Assets.

(ii) Lava Wallet Password and Security. When setting up your Lava Wallet, you will be responsible for securing your own access credentials, which may include one-time passcodes associated with your phone number, a “wallet password,” twelve-word seed phrase, “private key,” QR code, and/or other private access information (“Wallet Password”). You understand and agree that Lava cannot, and will not, restore or recover your Wallet Password and you agree to keep your Wallet Password sale confidential and immediately notify Lava of any unauthorized use of your Lava Wallet or other breaches of security associated with your Lava Wallet. You further acknowledge and agree that Lava will not be liable for any loss or damage arising from your failure to comply with this Section.

(c) Fees. You agree to pay any applicable fees, including interest fees (which will be paid directly to Lender and not through Lava), as well as Gas Fees and hosting fees, in connection with transactions on the Site and/or App. “Gas Fees” mean the fees that fund the network of computers that run the decentralized bitcoin and Solana network, meaning that you will need to pay a Gas Fee for each transaction that occurs via the bitcoin and Solana network.

(d) Taxes. You are solely responsible for all costs incurred by you in using the Services, and for determining, collecting, reporting, and paying all applicable Taxes that you may be required by law to collect and remit to any governmental or regulatory agencies. As used herein, “Taxes” means the taxes, duties, levies, tariffs, and other charges imposed by any federal, state, multinational or local governmental or regulatory authority. You are solely responsible for maintaining all relevant Tax records and complying with any reporting requirements you may have as related to our Services. You are further solely responsible for independently maintaining the accuracy of any record submitted to any tax authority including any information derived from the Services. We reserve the right to report any activity occurring using the Services to relevant tax authorities as required under applicable law.

(e) Transactions Are Conducted on bitcoin and Solana. Lava does not buy, sell, or take custody or possession of any digital assets, nor does it act as an agent or custodian for any user of the Services. If you elect to receive, send, borrow, or lend any digital asset, any transactions that you engage in will be conducted solely through the bitcoin and Solana network governing the digital asset. You will be required to make or receive payments, or otherwise participate in transactions, exclusively through the digital wallet that you have connected to the Services. We will have no insight into or control over these payments, nor do we have the ability to reverse any payments or transactions. Accordingly, we will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage in via the Services.

(f) Regulatory and Compliance Suspension or Termination. We may suspend or terminate your access to the Services at any time in connection with any transaction as required by applicable law, or any governmental authority, or if we, in our sole and reasonable discretion, determine you are violating these Terms or the terms of any third-party service provider. Such suspension or termination shall not constitute a breach of these Terms by Lava. In accordance with its anti-money laundering, anti-terrorism, anti-fraud, and other compliance policies and practices, Lava may impose reasonable limitations and controls on the ability of you or any beneficiary to utilize the Services. Such limitations may include, where good cause exists, rejecting transaction requests, freezing funds, or otherwise restrict you from using the Services.

1. Third-Party Services; Links to Third-Party Websites or Resources.

   1. Third-Party Services.
      1. The Services may enable you to access services provided by third parties (for example, services for purchasing certain cryptocurrencies and funding your Lava Wallet). You may also be able to link or connect your Lava Wallet with third-party platforms or marketplaces. You are solely responsible for reviewing and agreeing and complying with, the terms, conditions, and policies applicable to all such third-party services, platforms, or marketplaces.
      2. You may incur a fee for use of, or access to, third-party software and services (“Additional Services”) including through our construction of transactions that you execute through the Services. You acknowledge that we may receive fees in connection with your use of, or access to, Additional Services (“Integration Fees”). You further acknowledge that we may be paid such Integration Fees by the providers of the Additional Services or directly from you and that transactions we construct for you to execute through the Services may include the payment of fees to us.
   2. Links to Third-Party Websites or Resources. The Services may allow you to access third-party websites or other resources. We provide access only as a convenience and are not responsible for the content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party resources.

2. Feedback. We appreciate feedback, comments, ideas, proposals, and suggestions for improvements to the Services (“Feedback”). If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you.

3. Your Content.

   1. Posting Content. Our Services may allow you to store or share content such as text (in posts or communications with others), files, documents, graphics, images, music, software, audio, and video. Anything (other than Feedback) that you post or otherwise make available through the Services is referred to as “User Content”. Lava does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to your User Content.
   2. Permissions to Your User Content. By making any User Content available through the Services you hereby grant to Lava a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform your User Content in connection with operating and providing the Services.
   3. Your Responsibility for User Content. You are solely responsible for all your User Content. You represent and warrant that you have (and will have) all rights that are necessary to grant us the license rights in your User Content under these Terms. You represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by Lava on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
   4. Removal of User Content. You can remove your User Content by specifically deleting it. You should know that in certain instances, some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on the Services. To the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.
   5. Lava’s Intellectual Property. We may make available through the Services 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.****

4. Rights and Terms for Apps.

   1. App License. If you comply with these Terms, Lava grants to you a limited non-exclusive, non-transferable license, with no right to sublicense, to download and install the App on your personal computers, mobile handsets, tablets, wearable devices, and/or other devices and to run the App solely for your own personal non-commercial purposes. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App (unless applicable law permits, despite this limitation); or (iv) make the functionality of the App available to multiple users through any means.
   2. Additional Information: Apple App Store. This Section 9(b) applies to any App that you acquire from the Apple App Store or use on an iOS device. Apple has no obligation to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the App purchase price to you (if applicable) and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. Apple is not responsible for addressing any claims by you or any third party relating to the App or your possession and use of it, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that your possession and use of the App infringe that third party’s intellectual property rights. Apple and its subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country, and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You must also comply with any applicable third-party terms of service when using the App.