Monaco Research Inc. · Delaware Corporation
1. Acceptance of Terms
Monaco Research Inc., a Delaware corporation (the "Company", "we", "us", "our"), operates this website and any other related website, app, or services that link to these Terms of Use ("Terms"). These Terms govern your access to and use of the Company's services, including the Monaco website (the "Site"), as well as any other application, media form, media channel, or mobile website related, linked, or otherwise connected thereto that link to these Terms (collectively, the "Services"). Please note that our Privacy Policy, available at https://trade.0xmonaco.com/privacy, describes how we collect, use, and share personal information through the Services and forms a part of these Terms. The Company maintains and operates the Services as a front-end interface ("Monaco" or the "Platform") which provides access to the Monaco Network (the "Monaco Network"), a blockchain-based trading infrastructure built on the Sei Protocol. The Monaco Network, via the Monaco Central Limit Order Book ("MCLOB"), is a blockchain-based system that supports spot transactions, perpetual swaps, options, margined and leveraged transactions, prediction markets, and tokenized real-world assets (including tokenized stocks, indices, and commodities), among other products (collectively, the "Products"). Your use of the Monaco Network is, additionally, subject to the terms of the applicable open-source software license of the Monaco Network, as posted publicly from time to time.
The Platform is built on the Monaco Network. The Company provides and maintains the software that powers the MCLOB. Monaco, and the Monaco Network (including the MCLOB), are non-custodial and do not take custody of, hold, or control user funds. The Company does not own, operate, or control the underlying Sei Protocol or other blockchain networks on which the MCLOB operates, or any activity or data thereon, including the activities of persons who develop and use applications on such networks, the validation of transactions, or use of such networks.
2. Agreement to Terms
NOTHING ON OR IN THE SERVICES SHALL CONSTITUTE OR BE CONSTRUED AS AN OFFERING OF ANY CURRENCY, SECURITY OR FINANCIAL INSTRUMENT OR AS INVESTMENT ADVICE. By accessing or using the Services, you agree that you have reached the age of majority in your jurisdiction (and in any event are at least 18 years of age) and agree to be bound by these Terms. Please read these Terms carefully, as they contain an agreement to arbitrate claims you may have against us and an agreement that you will pursue any claims against us on an individual basis, and not as a plaintiff or class member in any class or representative action or proceeding. By using the Services, you expressly waive any right to participate in a class action lawsuit or class-wide arbitration. If you do not agree to these Terms (including the Privacy Policy), you may not use the Services.
3. Using Our Services
3.1 Eligibility
You may not use the Services if you are below the age of majority in your jurisdiction (or under 18 years of age) or it is otherwise illegal in your jurisdiction for you to access, view and/or use the Services. If any of these conditions apply to you, please leave this Site immediately. If you do not leave this Site, then you will be deemed to have represented that none of these conditions apply to you. By using the Services, you represent and warrant that:
You are at least 18 years of age (or the age of majority in your jurisdiction, if greater);
You have the legal capacity to enter into these Terms;
All information you provide is accurate, current, and complete;
You will comply with all applicable laws and regulations; and
You are not located in, resident of, or accessing the Services from any Prohibited Jurisdiction.
For purposes of these Terms, "Prohibited Jurisdictions" means, collectively, the following countries and territories, as well as, with respect to all or any part of the Services, any jurisdiction in relation to which all or such part of the Services have not been made available by the Platform: Afghanistan, Albania, Algeria, Azerbaijan, Belarus, Bosnia & Herzegovina, Canada, Central African Republic, Chad, Croatia, Cuba, Cyprus, Djibouti, DR Congo, Egypt, Eritrea, Ethiopia, Haiti, India, Iran, Iraq, Japan, Jordan, Kazakhstan, Kenya, Kuwait, Libya, Mali, Moldova, Mongolia, Morocco, Myanmar, Netherlands, Nicaragua, North Korea, North Macedonia, Oman, Pakistan, Qatar, Russia, Serbia, Singapore, Somalia, South Sudan, State of Palestine / West Bank & Gaza, Sudan, Syria, Ukraine, United Arab Emirates, United Kingdom, United States (with respect to on-chain perpetual futures only), Venezuela, Yemen, and Zimbabwe.
3.2 Geographic Limitations
Access to the Services is subject to geographic restrictions based on applicable laws and regulations. Users may be geoblocked based on their location. By using the Services, you acknowledge and agree that:
The Platform and its services may not be available in Prohibited Jurisdictions;
We reserve the right to restrict, limit, or deny access to any user based on their geographic location;
We may implement geoblocking technology to prevent access from Prohibited Jurisdictions; and
Geographic restrictions may change at any time without notice.
4. Investment Products and Trading
4.1 Description of Services
The Platform functions as a visual user interface providing front-end access to the Products. The Company's role consists of providing this front-end interface and providing and maintaining the software for the MCLOB. Both Monaco and the Monaco Network are non-custodial, and the Company does not control the underlying Sei Protocol or other blockchain networks on which the MCLOB operates. The MCLOB is a central limit order book trading engine built on the Sei Protocol, responsible for order matching, settlement, risk management, and market data. Users may interact with the MCLOB's infrastructure via the user interface provided by the Platform, or directly. Tokenized real-world asset ("RWA") functionality is provided through Dinari, an independent third-party broker-dealer that is not owned, operated, or controlled by the Company. By using any RWA functionality provided through Dinari Inc. ("Dinari") or other third party RWA functionality Monaco may integrate from time to time, you acknowledge that your use of Dinari's services is subject to Dinari's own terms of service and privacy policy, as posted on Dinari's website from time to time. Products include leveraged trading products (subject to applicable caps and restrictions). You acknowledge that trading leveraged products involves significant risk and may result in the loss of your entire investment.
Neither the Company nor the Platform provides any digital asset exchange, brokerage, portfolio management, or fund management services in connection with any transaction. If you choose to engage in transactions through the Platform, such decisions and transactions, and any consequences flowing therefrom, are your sole responsibility. The Company, its affiliates, and their respective directors and employees shall not be responsible or liable to you or any other person, directly or indirectly, for any damage or loss arising from or relating to any interaction with the Platform or any reliance on information displayed thereon, including without limitation loss arising directly or indirectly from errors in, omissions of, or alterations to any such information.
Access to the Platform or the Monaco Network's infrastructure may become degraded or unavailable during times of significant market volatility or elevated trading volume, which may result in an inability to interact with the Platform or Third-Party Service Providers for periods of time and may also lead to delays in order execution and support response times. The Company cannot guarantee that the Platform or any Third-Party Service Provider will be available without interruption, and does not guarantee that requests to interact with any Third-Party Service Provider will be successful.
4.2 No Guarantee of Product Availability
BY USING THE SERVICES, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT:
Investment Products may not be available to you based on your jurisdiction or other factors;
The availability of specific Investment Products varies by jurisdiction and may change at any time;
You have no right, entitlement, or expectation to access any particular Investment Product;
Access to the Services does not constitute an offer to sell or solicitation to buy any security, commodity, or other investment product;
You may not rely on the anticipated availability of any Investment Product in deciding whether to use the Services; and
We reserve the right to modify, limit, or discontinue any Investment Product at any time without notice or liability.
4.3 Regulatory Compliance
The availability of Investment Products is subject to compliance with applicable securities, commodities, and financial services regulations. We make no representation that any Investment Product is appropriate, suitable, or legal for any particular user or jurisdiction.
4.4 No Counterparty Status; Not an Exchange or Custodian
The Company is not a digital asset exchange, broker, dealer, fund manager, custodian, intermediary, creditor, or financial institution of any kind. The Company is a software service provider that allows you to access decentralized or third-party infrastructure using wallets that you control. The Company is not a counterparty to, or intermediary in, any transaction executed through the Platform or facilitated by any Third-Party Service Provider, including Dinari.
5. No Professional Advice or Fiduciary Duty
All information provided by the Services is for informational purposes only and should not be construed as professional, financial, investment, legal, tax or any other form of advice. Nothing in the Services constitutes an invitation to purchase any digital assets or financial instruments. You should not take, or refrain from taking, any action based on any information contained in the Services. Before you make any financial, legal, or other decisions involving the Services, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate.
These Terms are not intended to, and do not, create or impose any fiduciary duties on us. To the fullest extent permitted by law, you irrevocably acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, whether arising from these Terms, your use of the Services, your holding of any tokens, your participation in any governance mechanism, or any other relationship or interaction with us, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated to the maximum extent permitted by applicable law. You further agree that the only duties and obligations that we owe you are those set out expressly in these Terms.
6. User Conduct
You may not use the Services to engage in the following categories of activity ("Prohibited Uses"). The Prohibited Uses listed below are representative, but not exhaustive, and the Company reserves the right to update or amend such list in its sole discretion at any time, with or without notice to you. If you are uncertain as to whether or not your use of the Services involves a Prohibited Use or have questions about how these requirements apply to you, please contact us at monaco-team@0xmonaco.com. However, any response or lack of response from us shall not be construed as approval or authorization of any particular use or activity, and we reserve all rights to enforce these Terms regardless of any prior communications. If you make use of our Services, you agree that you will not undertake any of the following, as determined by the Company in its sole discretion:
Abusive Activity: Actions which (i) conduct, facilitate, authorize, or permit any text or data mining or web scraping, (ii) impose an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information; (iii) transmit or upload any material to the Services that contains viruses, Trojan horses, worms, or any other harmful or deleterious programs; (iv) attempt to gain unauthorized access to the Services, other users' accounts or wallets not belonging to you, computer systems or networks connected to the Services, through password mining or any other means; (v) use the credentials of any third party to access or use the Services, except in the case of applications which are specifically authorized by a third party to access or use the Services on such third party's behalf; or (vi) transfer your account access or rights to your account to a third party, unless by operation of law or with the express permission of the Company.
Abuse of Other Users: Interference with another person's access to or use of the Services; impersonation of any person or entity or misrepresentation of your affiliation with any person or entity; solicitation of personal information from any person under the age of 18; actions that defame, abuse, extort, harass, stalk, threaten, harm, or otherwise violate or infringe the legal or other rights (such as, but not limited to, rights of privacy, publicity, and intellectual property) of others; or the harvesting or other collection of information from the Services about others, including, without limitation, email addresses or financial information, without proper consent.
Fraud: Activity which operates to defraud the Company, any of our user(s) or any other person, or to provide any false, inaccurate, or misleading information to us or others.
Legal Violations: You represent that your access and use of the Services will fully comply with all applicable laws and regulations and that you will not access or use the Services to conduct, promote, or otherwise facilitate illegal activity. You will comply with all applicable sanctions laws, regulations and rules, including but not limited to those administered by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the UK Office of Financial Sanctions Implementation, the European Union, the United Nations, and any other applicable jurisdictions (collectively, the "Sanctions Rules"). You represent and warrant that you are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties under the Sanctions Rules. You may not use the Services to access the Site in the jurisdictions prohibited by applicable law. The Services also may not be used by or for the specific benefit of (i) any individual or entity on the Specially Designated Nationals and Blocked Persons ("SDN") List maintained by OFAC; (ii) any entity 50% or more owned in the aggregate by any such SDN(s); or (iii) for any other use requiring a license or other governmental approval. If the Company determines, in its sole discretion, that you have breached or may breach your obligations under this section, or that your use of the Services has resulted in or may result in a violation of Sanctions Rules or may subject us to any negative consequences, we reserve the right to immediately block your access to the Services without prior notice and without any liability to you.
Market Manipulation: Any activity that constitutes or may constitute market manipulation, wash trading, spoofing, layering, front-running, or any other manipulative trading practices.
No Unauthorized Access: If we block you from accessing the Services (including by blocking your IP address), you agree not to circumvent or attempt to circumvent such blocking by any means.
7. Account and Wallet
To access certain features of the Services, you may be required to create an account using a phone number, email address, or by connecting an external wallet (such as MetaMask, Rabby, or other compatible wallet extensions). You may also be provided with an embedded wallet through Privy, Inc. ("Privy"), our third-party wallet provider. Privy is an independent third party and is not owned, operated, or controlled by the Company. You are solely responsible for maintaining the confidentiality and security of your account credentials, private keys, seed phrases, and any other authentication information associated with both your account and any wallet provided or connected through the Services. You agree to notify us immediately of any unauthorized use of your account. We are not liable for any loss or damage arising from your failure to protect your account credentials or wallet information. By using any wallet functionality provided through Privy, you acknowledge that your use of Privy's wallet services is subject to Privy's own terms of service and privacy policy.
8. Deposits and Withdrawals
You may deposit funds into your trading account and withdraw funds from your trading account through the methods made available on the Platform. Fiat on-ramping and off-ramping services available through the Platform are provided by Meld Universal Inc. ("Meld"), an independent third-party payment and on-ramp/off-ramp infrastructure provider that is not owned, operated, or controlled by the Company. The Company does not at any point take custody of, hold, control, or otherwise handle your funds; all fiat-to-crypto and crypto-to-fiat conversion and associated fund flows are processed exclusively through Meld's infrastructure. By using the on-ramping or off-ramping functionality provided through Meld, you acknowledge that your use of Meld's services is subject to Meld's own terms of service and privacy policy. You acknowledge and agree that all deposits and withdrawals are subject to network fees, processing times, and other conditions that may vary. You are solely responsible for ensuring that you deposit funds to the correct address and that you have sufficient funds to cover any applicable fees.
9. Bonus Points Program
The Company may, in its sole and absolute discretion, award users with bonus points ("Bonus Points") from time to time. The decision to award Bonus Points, and the amount, timing, criteria, and manner of any such award, shall be determined exclusively by the Company at its sole and absolute discretion. The Company makes no representation, warranty, or commitment that any user will receive Bonus Points, and the Company reserves the right to modify, suspend, or discontinue the award of Bonus Points at any time without notice or liability to any user. Bonus Points have no monetary value, are not transferable, and do not constitute property of any kind.
The Company may, in its sole and absolute discretion, permit users to redeem Bonus Points for credits applicable toward trading fees charged through the Platform ("Fee Credits"). Any such redemption is subject to the following conditions: (a) the availability, terms, conditions, minimum thresholds, and conversion rates applicable to any redemption shall be determined solely by the Company and may be amended or withdrawn at any time without notice; (b) the Company has no obligation to allow redemption of any Bonus Points at any time; (c) Fee Credits, if awarded, may be subject to expiry, usage restrictions, or other limitations as determined by the Company in its sole discretion; and (d) Bonus Points and any associated Fee Credits may be forfeited or cancelled in the event that the Company determines, in its sole discretion, that a user has violated these Terms or engaged in any conduct the Company deems abusive, fraudulent, or contrary to the intent of the program.
Users acknowledge and agree that Bonus Points and Fee Credits do not constitute a vested right, entitlement, or interest of any kind. The Company may terminate, modify, or restructure the Bonus Points program at any time, and no user shall have any claim against the Company arising from the reduction, cancellation, or discontinuation of any Bonus Points or Fee Credits. THE COMPANY EXPRESSLY DISCLAIMS ALL LIABILITY ARISING FROM OR RELATED TO THE AWARD, DENIAL, REDEMPTION, CANCELLATION, OR MODIFICATION OF BONUS POINTS OR FEE CREDITS.
10. Intellectual Property
Unless otherwise indicated in writing by us, the Services and all content and other materials contained therein, including, without limitation, our logo and all designs, text, graphics, trademarks, pictures, information, data, software, sound files, and/or other files related thereto and/or associated therewith and the selection and arrangement thereof (collectively, "Content") are and shall remain the sole and proprietary property of the Company or our affiliates or licensors, if and as applicable. The Company grants you a limited, nonexclusive, nontransferable license to access and use the Services solely for their intended purpose, and to use or reproduce any Content for non-commercial purposes only, in each case subject to these Terms. Any other use of the Services or Content is expressly prohibited and all other right, title, and interest in the Services or the Content is exclusively the property of the Company and its licensors. Any questions, comments, suggestions, ideas, feedback, reviews, or other information about the Services ("Submissions"), provided by you to the Company are non-confidential and shall be deemed non-proprietary. To the extent permitted by applicable law, you hereby irrevocably assign to the Company all right, title, and interest (including all intellectual property rights) in and to such Submissions, and to the extent such assignment is not permitted by applicable law, you grant the Company a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, sublicensable license to use, reproduce, modify, distribute, and otherwise exploit such Submissions for any purpose. To the maximum extent permitted by applicable law, you also irrevocably waive any and all moral rights (including rights of attribution and integrity) in such Submissions. The Company will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you.
10.2 Third Party Intellectual Property
Notwithstanding anything to the contrary in these Terms, the Services and Content may include software components provided by the Company or a third party that are subject to separate license terms, in which case those license terms will govern the usage of such software components, as applicable.
10.3 Limited License to You
These Terms grant users a limited and non-exclusive right to use the Services, including all Content thereon. Except as indicated otherwise herein or in any additional terms or conditions, you may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, transmit, or otherwise exploit any of the Content on our Services, except as follows: (a) your device may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials; (b) you may store files that are automatically cached by your web browser for display enhancement purposes; and (c) you may download a single copy of the mobile application to your device solely for your own personal, non-commercial use, provided you agree to be bound by these Terms.
10.4 Restrictions
You must not: (a) modify copies of any Content from the Services; (b) use any illustrations, photographs, video, or audio sequences or any graphics available through the Services separately from the accompanying text; or (c) delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials available through the Services.
11. Third Party Services
The Services may contain links to third-party websites ("Third-Party Websites") and/or applications ("Third-Party Applications"). When you click on a link to a Third-Party Website or Third-Party Application, we will not warn you that you have left the Services and are subject to the terms and conditions (including privacy policies, if and as applicable) of another website or destination. The Company provides these Third-Party Websites and Third-Party Applications only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites or Third-Party Applications or their products or services. You use all links in Third-Party Websites and Third-Party Applications at your own risk. The foregoing also applies to third-party infrastructure and service providers that are integrated into the Services, including without limitation Privy, Meld, and Dinari (collectively, "Third-Party Service Providers"). The Company does not own, operate, or control any Third-Party Service Provider and makes no representations or warranties with respect to the services, availability, accuracy, or reliability of any Third-Party Service Provider. The Company expressly disclaims all liability for any losses, damages, errors, downtime, security breaches, or failures of any kind arising from or related to your use of, or reliance on, any Third-Party Service Provider's services, whether or not such Third-Party Service Provider is named in these Terms.
12. Updates to Services
We may update and change our Services from time to time at our sole discretion, for example, to reflect changes to our products, our users' needs, and our business priorities. We will try to give you reasonable notice of any major changes, but you agree that we will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service or any costs, expenses, or inconvenience arising out of or related to such modification, suspension, or discontinuance, including without limitation any indirect, incidental, special, consequential, or punitive damages, regardless of the cause or theory of liability.
13. Assumption of Risk
You understand and acknowledge that the Services are made available on an "AS IS" and "AS AVAILABLE" basis. The Services may contain errors, bugs, or inaccuracies that could cause failures, corruption, or loss of data from your devices. The Company is not obligated to continue to develop the Services or provide any maintenance, technical, or other support for the Services.
YOU ACKNOWLEDGE AND AGREE THAT YOU ASSUME ALL RISKS AND ALL COSTS, WHETHER DIRECT OR INDIRECT, ASSOCIATED WITH OR ARISING IN ANY WAY FROM YOUR USE OF THE SERVICES, TO THE FULLEST EXTENT PERMITTED BY LAW. YOU REPRESENT AND WARRANT THAT YOU UNDERSTAND THE INHERENT RISKS ASSOCIATED WITH USING CRYPTOGRAPHIC AND BLOCKCHAIN-BASED SYSTEMS, AND THAT YOU HAVE A WORKING KNOWLEDGE OF THE USAGE AND INTRICACIES OF DIGITAL ASSETS. YOU FURTHER UNDERSTAND THAT THE MARKETS FOR THESE DIGITAL ASSETS AND INVESTMENT PRODUCTS ARE HIGHLY VOLATILE DUE TO VARIOUS FACTORS, INCLUDING ADOPTION, SPECULATION, TECHNOLOGY, SECURITY, AND REGULATION.
YOU ACKNOWLEDGE AND ACCEPT THAT THE COST AND SPEED OF TRANSACTING WITH CRYPTOGRAPHIC AND BLOCKCHAIN-BASED SYSTEMS ARE VARIABLE AND MAY INCREASE DRAMATICALLY AT ANY TIME. YOU FURTHER ACKNOWLEDGE AND ACCEPT THE RISK THAT YOUR DIGITAL ASSETS MAY LOSE SOME OR ALL OF THEIR VALUE. YOU FURTHER ACKNOWLEDGE THAT WE ARE NOT RESPONSIBLE FOR ANY OF THESE VARIABLES OR RISKS, AND CANNOT BE HELD LIABLE FOR ANY RESULTING LOSSES THAT YOU EXPERIENCE WHILE ACCESSING OR USING THE SERVICES. ACCORDINGLY, YOU UNDERSTAND AND AGREE TO ASSUME FULL RESPONSIBILITY FOR ALL OF THE RISKS OF ACCESSING AND USING THE SERVICES.
14. Limitation of Liability
EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY THE COMPANY, THE SERVICES AND ANY CONTENT CONTAINED THEREIN ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE COMPANY (AND ITS AFFILIATE(S), LICENSOR(S) AND/OR OTHER BUSINESS ASSOCIATE(S)) MAKES NO WARRANTY THAT THE SERVICES: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL OR SAFE. THE COMPANY DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE SERVICES AND CONTENT CONTAINED THEREIN.
YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR LIABILITY IN ANY SUCH CASE SHALL BE LIMITED TO DIRECT DAMAGES ACTUALLY PROVEN TO HAVE BEEN CAUSED BY OUR GROSS NEGLIGENCE AND SHALL NOT INCLUDE ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES. YOU AGREE AND ACKNOWLEDGE THAT THE COMPANY HAS NO CONTROL OVER AND MAKES NO GUARANTEES OR PROMISES WITH RESPECT TO THE ACCURACY OF BLOCKCHAIN DATA, DIGITAL OWNERSHIP RECORDS, OR SMART CONTRACTS. THE COMPANY MAKES NO OFFER OR INVITATION TO ACQUIRE, PURCHASE, TRANSFER, SELL, OR OTHERWISE DEAL IN TOKENS.
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS LICENSORS, SERVICE PROVIDERS, EMPLOYEES, CONTRACTORS, AGENTS, OFFICERS, OR DIRECTORS, BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, LOSS OF DIGITAL ASSETS, LOSS OF PRIVATE KEY, LOSS OF SEED PHRASE, LOSS OF ACCESS TO ANY DIGITAL WALLET, OR ANY OTHER DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.
IF ANY PART OF THESE WARRANTY DISCLAIMERS OR LIMITATIONS OF LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON OR IF WE ARE OTHERWISE FOUND TO BE LIABLE TO YOU IN ANY MANNER, THEN OUR AGGREGATE LIABILITY FOR ALL CLAIMS UNDER SUCH CIRCUMSTANCES FOR LIABILITIES SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100.00 USD). THIS SECTION DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Nothing in these Terms shall exclude or limit liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any other liability that cannot be excluded or limited under applicable law.
15. Indemnification
To the maximum extent permitted by applicable law, you agree to indemnify, defend, and hold harmless the Company, and our respective past, present, and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors, and assigns (individually and collectively, the "Company Parties"), from and against all actual or alleged claims, damages, awards, judgments, losses, liabilities of every kind, and nature whatsoever, whether known or unknown, that are caused by, arise out of, or are related to (a) your use or misuse of the Services, (b) your violation of these Terms, (c) your violation of any right(s) of any third party, and/or (d) any trading losses you may incur.
You agree to promptly notify the Company of any claim(s) and shall cooperate fully with the Company Parties in defending such claims. You further agree that the Company Parties shall have sole and exclusive control of the defense or settlement of any third party claims, including the right to select counsel, negotiate, and finalize any settlement, without requiring consent from or consultation with you. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN ANY WRITTEN AGREEMENT(S) BETWEEN YOU AND THE COMPANY.
16. Dispute Resolution
You agree that in the event of any dispute between you and the Company, you will first contact the Company in writing and make a good faith sustained effort for no less than forty-five (45) days to resolve the dispute before resorting to more formal means of resolution, including without limitation any court action.
16.2 Agreement to Arbitrate
Any dispute, controversy, or claim that remains unresolved after completion of the informal dispute resolution process described in these Terms (if any), or if no such process is described, after the parties have made good faith efforts to resolve the dispute informally for at least forty-five (45) days (collectively, "Dispute") relating in any way to these Terms or the Company's services and/or products, including but not limited to the Services, or relating in any way to the communications between you and the Company or any other user of the Services, will be finally resolved by binding arbitration as set forth herein, except as otherwise provided in this paragraph. This mandatory arbitration agreement applies to both you and the Company. However, this arbitration agreement does not (a) govern any Dispute by the Company for infringement of its intellectual property or access to the Services that is unauthorized or exceeds authorization granted in these Terms, or (b) bar either party from making use of applicable small claims court procedures in appropriate cases.
16.3 Arbitration Procedures
Any Dispute, including all questions of arbitrability, shall be settled by arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules for the time being in force, which rules are deemed to be incorporated by reference in this clause, by a sole arbitrator. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1–16. The parties hereto shall endeavor to agree upon the arbitrator, and if they fail to do so within twenty-one (21) days of the commencement of the arbitration, the appointment shall be made by the AAA in accordance with its Commercial Arbitration Rules. The place, or legal seat of arbitration, shall be Wilmington, Delaware, and the language of the arbitration shall be English.
You may only bring claims in your individual capacity on your own behalf, and not in any representative capacity or on behalf of any class or purported class, and no arbitration you commence hereunder may be joined with or include any claims by any other persons without the consent of both parties. For the avoidance of doubt, nothing in this section limits the Company's ability to seek injunctive or other equitable relief on a class or representative basis to protect its intellectual property, confidential information, or other proprietary rights. Each party shall be exclusively responsible for paying its own arbitration filing fees, which may later be allocated by the arbitrator. The arbitrator shall have the power to grant any interim or provisional measures that the arbitrator deems appropriate, including, but not limited to, injunctive relief and specific performance, and any interim or provisional measures ordered by the arbitrator may be specifically enforced by any court of competent jurisdiction as a final award.
The arbitrator shall award the prevailing party, if any is determined by the arbitrator, its reasonable costs, including reasonable attorney's fees. Judgment on any award rendered by the arbitrator may be entered in any court of competent jurisdiction. No information concerning an arbitration, beyond the names of the parties, their counsel, or the relief requested, may be unilaterally disclosed to a third party by any party unless required by law.
16.4 Waiver of Class Actions
YOU AGREE THAT ANY ARBITRATION OR PROCEEDING SHALL BE LIMITED TO THE DISPUTE BETWEEN YOU AND THE COMPANY INDIVIDUALLY. TO THE FULL EXTENT PERMITTED BY LAW: (A) NO ARBITRATION OR PROCEEDING SHALL BE JOINED WITH ANY OTHER; (B) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; AND (C) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC OR ANY OTHER PERSONS.
16.5 Time Limitation
FOR THE AVOIDANCE OF DOUBT, YOU AGREE THAT ANY CLAIM YOU MAY HAVE ARISING OUT OF OR RELATED TO YOUR RELATIONSHIP WITH THE COMPANY MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER SUCH CLAIM AROSE; OTHERWISE, YOUR CLAIM WILL BE PERMANENTLY BARRED. For the avoidance of doubt, this limitation applies solely to claims brought by you against the Company and does not restrict the Company's ability to bring any claim at any time permitted by applicable law. This Section 16.5 (Time Limitation) shall be the governing provision with respect to any claim limitation period under these Terms.
16.6 Waiver of Jury Trial
TO THE EXTENT ANY DISPUTE IS NOT SUBJECT TO ARBITRATION, EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY SUCH PROCEEDING.
17. Miscellaneous
17.1 Governing Law and Venue
Any dispute arising from these Terms and your use of the Services will be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to conflict of laws principles that would apply the law of another jurisdiction. To the extent any dispute is not subject to arbitration under these Terms, the parties hereby submit to the exclusive jurisdiction of the state and federal courts located in the State of Delaware in any litigation arising out of these Terms.
17.2 Modifications to Terms
Your use of the Services is subject to your agreement to these Terms, which may be updated by us at any time with or without notice to you. The Effective Date of the most up-to-date Terms will be provided at the top of the page. Any such updates will be effective upon our publishing such updated Terms. If you do not agree to these Terms, you may not use the Services. Your continued use of the Services following any changes constitutes acceptance of the modified Terms.
17.3 Severability
If any term, clause or provision of these Terms is held invalid or unenforceable, then that term, clause, or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause, or provision, or any other term, clause, or provision of these Terms.
17.4 Waiver
If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you or choose to waive any of these Terms, we will only do so expressly and in writing, and that will not mean that we will automatically waive any later default by you.
17.5 Assignability
These Terms are personal to you, and are not assignable, transferable, or sublicensable by you except with the Company's prior written consent. The Company may assign, transfer, or delegate these Terms or any of its rights or obligations hereunder without your consent, including but not limited to in connection with a merger, acquisition, corporate reorganization, sale of all or substantially all of its assets, or to any affiliate. Any attempted assignment by you in violation of this provision shall be void.
17.6 Entire Agreement
These Terms (together with those incorporated by reference herein, including the Privacy Policy) constitute the entire agreement between you and the Company governing your access to and use of the Services. These Terms supersede any prior agreements between you and the Company with respect to the Services, whether written or oral. No waiver or modification of these Terms by any party other than the Company shall be effective unless made in writing and expressly agreed to by an authorized representative of the Company.
17.7 Electronic Communications Consent
By using the Services, you affirmatively consent to receive all communications, agreements, documents, receipts, notices, and disclosures electronically (collectively, "Communications") that we may provide in connection with the Services. We may provide Communications to you by posting them on the Site, emailing them to the email address you provide, through push notifications, or through any other electronic means. You agree to keep your email address and other contact information current.
18. Data Protection and Privacy
Your use of the Services is subject to our Privacy Policy, which is available at https://trade.0xmonaco.com/privacy and forms a part of these Terms. By using the Services, you acknowledge that you have read and understood the Privacy Policy and agree to the collection, use, storage, processing, and disclosure of your personal data as described therein, in accordance with all applicable data protection laws and regulations.
19. Termination
We reserve the right to suspend or terminate your access to the Services at any time, for any reason or no reason, without notice or liability. Upon termination, your right to use the Services will immediately cease, provided that any open trading positions and deposited funds shall be handled in accordance with the applicable procedures of the relevant Third-Party Service Providers. All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
20. Force Majeure
The Company shall not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond the Company's reasonable control, including but not limited to: acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, epidemics or pandemics, strikes or other labor disputes, failures or fluctuations in electrical power or telecommunications infrastructure, internet or network failures, cyberattacks, distributed denial-of-service attacks, failures of third-party service providers (including without limitation Privy, Meld, Dinari, or any blockchain network including the Sei Protocol), changes in applicable law or regulation, governmental action, or any other event beyond the Company's reasonable control (each, a "Force Majeure Event"). In the event of a Force Majeure Event, the Company's obligations under these Terms shall be suspended for the duration of such event. The Company shall use commercially reasonable efforts to resume performance as soon as practicable following the cessation of the Force Majeure Event. For the avoidance of doubt, a Force Majeure Event shall not excuse your obligation to pay any amounts owed to the Company or any third party in connection with your use of the Services.
The Company may, from time to time and in its sole and absolute discretion, offer trading competitions, contests, promotions, or similar events (each, a "Competition"). Each Competition may be subject to additional supplemental terms made available at the time of enrollment, and by participating in any Competition you agree to be bound by those supplemental terms together with these Terms. These Terms continue to apply to your participation in any Competition. In the event of a conflict, these Terms shall control except to the extent any supplemental terms impose additional obligations or restrictions specific to a Competition.
Eligibility for, and enrollment in, any Competition shall be determined by the Company in its sole and absolute discretion, and a Competition may be open to the general public, limited to invited participants, or otherwise restricted. The Company may exclude any person from eligibility to win, including without limitation the Company's team members, affiliates, and related parties, and may impose additional eligibility conditions at any time.
The rules, scoring methodology, duration, and manner of determining winners of any Competition shall be established by the Company and may be amended at any time. The Company reserves the right, in its sole and absolute discretion, to disqualify any participant it determines has engaged in unlawful, manipulative, fraudulent, misleading, or abusive conduct, conduct which harms the Company, its reputation, or its users, or has otherwise violated these Terms or any applicable supplemental terms, and to adjust scores or standings accordingly. All determinations made by the Company in connection with a Competition shall be final and binding.
Any prize, reward, or other benefit offered in connection with a Competition (a "Prize") is awarded or withheld at the Company's sole and absolute discretion, and the Company may make, withhold, modify, or revoke any Prize, in whole or in part, for any reason or no reason. No participant has any vested right, entitlement, or expectation to receive any Prize. You are solely responsible for any tax consequences arising from a Prize, and the Company makes no representation regarding tax treatment and is not obligated to provide tax advice or documentation. Except as expressly permitted by the Company in writing, you agree not to publicly disclose Competition details, strategies, positions, or standings.
The Company's non-custodial status and the provisions of these Terms regarding deposits, withdrawals, Third-Party Service Providers, and Force Majeure Events apply to any Competition and to the distribution of any Prize. THE COMPANY EXPRESSLY DISCLAIMS ALL LIABILITY ARISING FROM OR RELATED TO ANY COMPETITION OR THE AWARD, DENIAL, DELAY, MODIFICATION, OR REVOCATION OF ANY PRIZE.
22. TraderCodes
The Platform and certain other participating applications operating on the Monaco Network may allow users interacting with such applications to generate a single referral code (a "TraderCode") that operates throughout the Monaco Network (the "TraderCodes Program"). Users who share their TraderCode ("Referrers"), and users who begin trading after receiving another user's TraderCode ("Referees"), may earn Trading Fee Portions and Bonus Points as described in this Section 22. Bonus Points awarded in connection with the TraderCodes Program are subject to Section 9 (Bonus Points Program), and may be used, in the Company's sole discretion, to determine fee rebates, fee tiers, prestige badges, and other benefits.
Each Referrer's TraderCode automatically tracks: (a) the Referrer's own trades; (b) the trades of the Referrer's Referees; (c) the Referrer's weekly and monthly profit and loss ("PnL") totals; and (d) the Referrer's combined Bonus Points across applications operating on the Monaco Network.
Subject to these Terms, Referrers may receive a portion of the trading fees generated by their referral network ("Trading Fee Portions") at the following rates, as may be amended pursuant to this Section 22: thirty percent (30%) of the trading fees of users who directly use the Referrer's TraderCode ("Direct Referees"); fifteen percent (15%) of the trading fees of users referred by a Direct Referee ("Second-Tier Referees"); and five percent (5%) of the trading fees of users referred by a Second-Tier Referee. Trading Fee Portions are paid in the quote token of the underlying transaction (e.g., for a SEI/USDC transaction, the Trading Fee Portion is paid in USDC).
You acknowledge and agree that the TraderCodes Program and this Section 22 (including without limitation all Trading Fee Portion rates, referral levels, tiers, eligibility criteria, perks, payout mechanics, minimum thresholds, and settlement currencies) may be modified, supplemented, suspended, or discontinued by the Company at any time, in its sole and absolute discretion, with or without notice to you. Your continued participation in the TraderCodes Program following any such change constitutes your acceptance of the change.
The timing, mechanics, minimum thresholds, and settlement currency of any Trading Fee Portion payout will be determined by the Company and made available through the Platform. Trading Fee Portions are generated only from actual trading activity by users within a Referrer's referral network; a user who registers or is referred but does not trade generates no Trading Fee Portions. You are solely responsible for any tax consequences arising from your participation in the TraderCodes Program or any amount you receive, and the Company makes no representation regarding tax treatment and is not obligated to provide tax advice or documentation.
You acknowledge and agree that participation in the TraderCodes Program, and any Trading Fee Portion, Bonus Points, tier, status, or other benefit thereunder, does not constitute a vested right, entitlement, or interest of any kind, and no Referrer or Referee shall have any claim against the Company arising from the reduction, cancellation, modification, or discontinuation of the TraderCodes Program or any benefit thereunder. The Company may disqualify any Referrer or Referee, and may withhold, adjust, reverse, or cancel any Trading Fee Portion or Bonus Points, where it determines, in its sole discretion, that such user has violated these Terms or has engaged in any conduct the Company deems unlawful, manipulative, fraudulent, misleading, abusive, or contrary to the intent of the TraderCodes Program. The Company's non-custodial status and the provisions of these Terms regarding deposits, withdrawals, Third-Party Service Providers, and Force Majeure Events apply to the TraderCodes Program. THE COMPANY EXPRESSLY DISCLAIMS ALL LIABILITY ARISING FROM OR RELATED TO THE TRADERCODES PROGRAM OR THE AWARD, DENIAL, DELAY, MODIFICATION, REVERSAL, OR CANCELLATION OF ANY TRADING FEE PORTION, BONUS POINTS, OR OTHER BENEFIT THEREUNDER.
23. PitPass
The Monaco Network utilizes a programmatic fee mechanism ("PitPass") for applications operating on the Monaco Network, including the Platform. Each application building on the Monaco Network is automatically assigned an application-specific code (a "PitPassCode"), which the Monaco Network uses to direct to such application a portion of the fees charged through the MCLOB, together with any additional fees charged by such application. PitPass operates programmatically through the MCLOB, and the Company does not take custody of, hold, or control any fees directed through PitPass. Any application building on the Monaco Network other than the Platform shall be treated as a Third-Party Service Provider for purposes of these Terms, and the Company does not set or approve any additional fees charged by any such application. PitPass, including the portion of fees directed and the mechanics thereof, may be modified, suspended, or discontinued by the Company at any time, in its sole and absolute discretion, with or without notice to you. THE COMPANY EXPRESSLY DISCLAIMS ALL LIABILITY ARISING FROM OR RELATED TO PITPASS OR ANY FEES CHARGED BY OR DIRECTED TO ANY THIRD-PARTY APPLICATION THROUGH PITPASS.
If you have any questions about our Services or these Terms or need to report a violation of these Terms, please contact us at:
Email: monaco-team@0xmonaco.com
25. Acknowledgment
BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF USE.
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