Terms of Use

Last updated 31 October, 2022     

By signing up to use our services through www.blocklender.io and our mobile application you agree that you have read, understood, and accept all of the terms and conditions contained in this Agreement, as well as our Privacy Policy, Cookie Policy and any other agreements incorporated by reference.

You should be aware that the risk of loss in trading, borrowing against or holding crypto-currencies can be substantial. As with any asset, the value of crypto-currencies can go up or down and there can be a substantial risk that you lose money borrowing against, buying, selling, or holding, crypto-currencies. You should carefully consider whether trading borrowing against or holding crypto-currencies is suitable for you in light of your financial condition.

IMPORTANT NOTICE

ACCESSING, PURCHASING OR USING THE APP MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS AND USERS ACTIVITIES MAY BE SUBJECT TO LEGAL INVESTMENT LAWS AND REGULATIONS OR REVIEW OR REGULATION BY CERTAIN AUTHORITIES. 

THIS AGREEMENT IS FOR CUSTOMERS WHO RESIDE OUTSIDE THE UNITED STATES. THE APP IS NOT A REGISTERED EXCHANGE UNDER SECTION 6 OF THE UNITED STATES SECURITIES EXCHANGE ACT OF 1934. THE APP MAY NOT BE ACCESSED OR USED BY OR OTHERWISE OFFERED, SOLD, DELIVERED OR TRANSFERRED WITHIN THE UNITED STATES.

1. Terms of Service

These Terms and Conditions and any terms expressly incorporated herein (the “Terms”) apply to your access to and use of the website and mobile application provided by Accru Finance Ltd., Tsarigradsko Shose Blvd, 1124, Sofia, Bulgaria, with registration number 206651201 (“BlockLender”, the “Company”, “we“, or “us“).  These Terms apply to the lending, custody, exchange, and other related services, provided by BlockLender (collectively, our “Services”) to you as the user (the “Agreement”).

Key Definitions

Capitalised terms not otherwise defined in these Terms will have the following meaning:

2. Eligibility

The Company may not make the Services available in all markets and jurisdictions, and may restrict or prohibit use of the Services from certain jurisdictions (“Restricted Jurisdictions”). The list of Restricted Jurisdictions is contained in Annex 1 (Restricted Jurisdictions) which may be updated by the Company from time to time. 

If you are registering to use the Services on behalf of a legal entity, you represent and warrant that (i) such legal entity is duly organised and validly existing under the applicable laws of the jurisdiction of its organisation; and (ii) you are duly authorised by such legal entity to act on its behalf.

You further represent and warrant that you: (a) are of legal age to form a binding contract (at least 18 years old); (b) have not previously been suspended or removed from using our Services; (c) have full power and authority to enter into this agreement and in doing so will not violate any other agreement to which you are a party; (d) are not located in, under the control of, or a national or resident of (i) any Restricted Jurisdiction, or (ii) any country to which the United States has embargoed goods or services; (e) are not identified as a “Specially Designated National;” (f) are not placed on the US Commerce Department’s Denied Persons List; (g) will not use our Services if any applicable laws in your country prohibit you from doing so in accordance with these Terms; (h) you are not a citizen or resident of a sanctioned country according to the up-to-date lists of the US Office of Foreign Assets Control (OFAC), the United Nations, the European Union, and any EU Member State, the UK Treasury; and (i) meet all eligibility requirements for the Services at the time of using any Services.

The Company may condition your access or continued access to certain Services (or features of those Services), such as by imposing eligibility requirements. The Company will keep you informed of these on the BlockLender Website. The Company may require, on an ongoing basis, that you demonstrate to us that you continue to meet these requirements. The Company’s decisions with respect to eligibility are final.

3. BlockLender Account

3.1 BlockLender Account information and security.
In order to receive the Services, you must create a BlockLender Account and provide any information requested by the Company. When you create an BlockLender Account, you agree to: 

3.1 (a) create a strong password that you do not use for any other website or online service; 

3.1 (b) provide accurate and truthful information; 

3.1 (c) maintain and promptly update your BlockLender Account information; 

3.1 (d) maintain the security of your BlockLender Account by protecting your password and restricting access to your BlockLender Account; 

3.1 (e) promptly notify us if you discover or otherwise suspect any security breaches related to your BlockLender Account; and 

3.1 (f) take responsibility for all activities that occur under your BlockLender Account and accept all risks of any authorised or unauthorised access to your BlockLender Account, to the maximum extent permitted by law.

3.2 Number of BlockLender Accounts.
The Company may, in its sole discretion, limit the number of BlockLender Accounts that you may hold.

3.3 BlockLender Account Balances.
The BlockLender App will display information in relation to your Total Balance, Crypto Balance, Fiat Balance and Loan Balance. You must have a sufficient balance in your BlockLender Account in order to utilise our Services and submit any transactions via the App. Any available balance must be sufficient to cover the total value of any requested transaction and any applicable fees.

4. General Obligations

This Section 4 applies to: (i) your access to Loans via the BlockLender App; (ii) the pledging of Crypto Currency via the BlockLender App; and (iii) any transaction in which you load Funds into your BlockLender Account from your External Account or transfer Funds from your BlockLender Account to an External Account.

4.1 Conditions and Restrictions.
We may, at any time and in our sole discretion, refuse any order submitted via the Services, impose limits on the order amount permitted via the Services or impose any other conditions or restrictions upon your use of the Services for funding your BlockLender Account, for drawing Loans, or for exchanging Crypto Currencies. We may limit the number of Loans or orders that you may establish via the Services or we may restrict orders from certain locations.

4.2 Accuracy of Information.
You must provide any information required when creating a BlockLender Account or when prompted by any screen displayed within the Services. You represent and warrant that any information you provide via the Services is accurate and complete.

4.3 Cancellations.
You may not cancel a transaction order once initiated via the Services and executed by the Company. 

4.4 Insufficient Funds.
If you have an insufficient amount of Funds in your BlockLender Account to complete an order via the Services, we may cancel the entire order or may fulfil a partial order using the amount of Funds currently available in your BlockLender Account, less any fees owed to the Company in connection with our execution of the order.

4.5 Taxes.
It is your responsibility to determine what, if any, taxes apply to the trades you complete via the Services, and it is your responsibility to report and remit the correct tax to the appropriate tax authority. You agree that the Company is not responsible for determining whether taxes apply to your trades or for collecting, reporting, withholding or remitting any taxes arising from any trades.

5. BlockLender Account Funds

5.1 Funding your BlockLender Account.
You may deposit Funds into your BlockLender Account by using an External Account. You may be required to verify that you control the External Account that you use to load Funds to your BlockLender Account. The Company is not responsible for any External Account fees or for the management and security of any External Account. You are solely responsible for your use of any External Account, and you agree to comply with all terms and conditions applicable to any External Account. The timing associated with a load transaction will depend in part upon the performance of third parties responsible for maintaining the applicable External Account, and the Company makes no guarantee regarding the amount of time it may take to load Funds into your BlockLender Account. 

5.2 Legal Tender Held In Your BlockLender Account.
Legal Tender held in your BlockLender Account at any time is ancillary to the Services and exclusively for the paydown of a Loan or withdrawal to your approved External Account. Proceeds from the sale of Crypto Currencies will be credited to your BlockLender Account, less any transactional or other fees. The Company does not pay interest on any Legal Tender balances held in your account for any period of time. 

5.3 Transferring Funds to an External Account.
Provided that the balance of Funds in your BlockLender Account is greater than zero, you may transfer any amount of Funds, up to the total amount of Funds in your BlockLender Account, from your BlockLender Account to an External Account, less any fees charged by the Company for such transactions as per the Fee Schedule at the time of your request.

5.4 Load/Transfer Authorisation.
When you request that we load Funds into your BlockLender Account from your External Account or request that we transfer Funds to your External Account from your BlockLender Account, you authorise the Company to execute such transaction via the Services in accordance with your order and in such requested amounts.

5.5 Rejected Transactions.
In some cases, the External Account  may  reject  your  Funds  or may otherwise be unavailable to receive your Funds whether for technical, operational or other reasons. You agree that you will not hold the Company liable for any damages resulting from such rejected transactions.

5.6 Rewards.
The Company may from time to time offer the user a reward or bonus payments for marketing or referral purposes. Any such reward or bonus payment (whether made in Legal Tender or Crypto Currency) is not guaranteed by the Company and can be removed by us at our discretion at any time if the user does not meet any criteria set by the Company in relation to such reward or bonus payment, including but not limited to the user funding and maintaining a minimum collateral or Loan balance on its BlockLender Account for a specified period of time.

6. Crypto Currencies held with BlockLender

6.1 Exchange of Crypto Currencies.
For your convenience, you may request that the Company via the BlockLender App exchange Crypto Currencies held in your BlockLender Account for other Crypto Currencies or Legal Tender. This is offered for the purpose of facilitating withdrawals to an External Account and an ancillary service to USDC lending services offered on the BlockLender App. For the full list of Crypto Currencies that may be exchanged for other Crypto Currencies and for the list of Legal Tender withdrawals offered, please see the BlockLender App.

6.2 Authorisation.
When you submit an order via the BlockLender App in relation to a selected Crypto Currency, you authorise the Company to execute a transaction in relation to such Crypto Currency in accordance with such order and charge you any applicable fees.

6.3 Prices and Availability.
All prices reflect the exchange rates applicable to the purchase or sale of Crypto Currencies using Legal Tender or alternative form of Crypto Currencies identified in your purchase order. All Crypto Currency sales and purchases by the Company are subject to availability, and we reserve the right to discontinue the sale and purchase of Crypto Currencies without notice.

6.4 Purchase Quotes.
Prior to completing your purchase or sale of Crypto Currencies from the Company, we will provide notice of the amount of Crypto Currencies you intend to purchase or sell and the amount of Funds you will be required to pay to the Company to receive such Crypto Currencies or Legal Tender. You acknowledge that actual rate can differ from quoted rate and that you bear all responsibility for such differences. You agree to comply with any terms and conditions provided within such notice to complete your purchase transaction.

6.5 Market rates.
The Company will attempt, on a commercially reasonable basis, to execute the order on or close to the prevailing market exchange rate. You acknowledge and agree that the exchange rate information made available via our Services at the time you receive a quote may differ from the prevailing exchange rates made available via other sources outside of the Services, and therefore your actual rate may differ. You agree that we are not liable for these differences. 

6.6 Market volatility.
Particularly during periods of high volume, illiquidity, fast movement or volatility in the marketplace for any Crypto Currencies or Legal Tender, the actual market rate at which an order is executed may be different from the prevailing rate indicated via the Services at the time of your order. You understand that we are not liable for any such price fluctuations. 

6.7 Market disruption.
In the event of a market disruption or Force Majeure Event, the Company may do one or more of the following: (a) suspend access to the Services; (b) prevent you from completing any actions via the Services, including placing orders; or (c) liquidate a portion or all of the collateral you hold with us. Following any such event, when market trading resumes, you acknowledge that prevailing market rates may differ significantly from the rates available prior to such event.

6.8 Errors.
In the event of an error, whether via our Services, in a transaction order confirmation, in processing your purchase, or otherwise, we reserve the right to correct such error and revise your purchase transaction accordingly (including charging the correct price) or to cancel the purchase and refund any amount received. Your sole remedy in the event of an error is to cancel your purchase order and obtain a refund of any amount charged.

6.9 Payment Method.
Only valid payment methods specified by us may be used to fund your account or pay back Loans. By placing an order to purchase or exchange Crypto Currencies from the Company, you represent and warrant that (a) you are authorised to use the designated payment method and (b) you authorise us, or our payment processor, to charge your designated payment method. If the payment method you designate cannot be verified, is invalid or is otherwise not acceptable, your purchase order may be suspended or cancelled automatically. You agree to resolve any problems we encounter in order to proceed with your purchase order.

6.10 No Returns or Refunds.
All sales and purchases of Crypto Currencies by the Company via the Services are final. We do not accept any returns or provide refunds for your purchase of Crypto Currencies from the Company, except as otherwise provided in these Terms.

7. Custody of Crypto Currencies

7.1 Nominee.
You agree and authorise the Company to hold your Crypto Currencies as nominee on your behalf and you will have a beneficial right to them. The Company agrees that you will own the rights to the financial value of any Crypto Currency we buy for you but the legal title will remain with the Company.

7.2 Custody.
Any Crypto Currencies in your BlockLender Account will be held for safekeeping by the Company or by any other affiliate or institution appointed by the Company which provides services for the custody of Crypto Currencies. There will be no contractual relationship between you and any sub-custodian we may appoint.

7.3 Virtual account.
Crypto Currencies held by the Company on your behalf or by any sub-custodian may be held with Crypto Currencies of other BlockLender customers. Any Crypto Currencies held by the Company on your behalf may be held in a ‘virtual account’. You can use the BlockLender App to see the amount of Crypto Currency we are holding for you but you will not have a separate cryptocurrency account.

7.4 You understand and agree that:

7.4 (i) the Crypto Currencies held by us on your behalf do not enjoy the same protections as are available in respect of traditional bank deposits and financial products; 

7.4 (ii) we are under no duty to return to you the same Crypto Currencies originally delivered to, or otherwise held by, us, but where necessary we will return equivalent Crypto Currencies of an identical type, and in the same nominal amount, of the relevant Crypto Currencies to you; and 

7.4 (iii) you consent that the Company may deposit, transfer, lend, pledge, hypothecate, rehypothecate. repledge or otherwise deal with the Crypto Currencies in the BlockLender Account.

7.5 Customer instruction.
You consent and agree that the Company may pledge, re-pledge, hypothecate, rehypothecate, sell, lend, or otherwise transfer or use any amount of such Crypto Currencies, and without retaining in the Company’s possession and/or control a like amount of Crypto Currencies or any other monies or assets, and to use such Crypto Currencies as the Company may determine in order to generate returns with the third party providers and decentralised exchanges.

7.6 Access to Capital.
In consideration for the Services, you consent to and grant us the right, to the fullest extent that we may effectively do so under applicable law and without further notice to you, to utilise the Crypto Currencies held in your BlockLender Account to generate returns with third party yield providers and decentralised exchanges; provided, that the quantity and type of your Crypto Currencies will be returned to you following your request in accordance with these Terms. You acknowledge and agree that the Company is not a decentralised exchange nor a third party yield provider but acts as technology interface to allow users of the BlockLender App to access loans from decentralised exchanges and third party providers.

7.7 No obligation to notify market price movements.
We are not required to keep you informed of any market price movements (or other risk movements) in relation to a Crypto Currency, even if these may harm your position in respect of that Crypto Currency.

8. Loans

8.1 BlockLender Loans.
You may pledge the Crypto Currencies in your BlocLender Account as collateral to access the lending services made available via the BlockLender App.

8.2 Access to BlockLender Loans.
In order to access BlockLender Loans, you must first load Funds to your BlockLender Account to pledge as collateral. You may only access USDC through BlockLender Loans. You may not borrow Legal Tender through BlockLender Loans.

8.3 Loan Balance.
You may borrow USDC from time to time using the App, in accordance with the terms of your Loan Agreement. The amount of principal and interest outstanding will be reflected in your Loan Balance.

8.4 Interest Calculation.
BlockLender Loans allow you to borrow USDC with principal and interest shown in your Loan Balance. The interest will accrue on the USDC balance outstanding commencing immediately after you have entered into the Loan.

8.5 Execution of orders.
You agree that by accessing BlockLender Loans you authorise the Company to execute orders on your behalf placed through the BlockLender App. In execution of such orders, the Company is acting as a technology interface to third party providers and decentralised exchanges. Under no circumstances is the Company acting as a broker/dealer, financial advisor, or investment manager in relation to any BlockLender services.

8.6 Decentralised exchanges.
By placing Crypto Currency into BlockLender, you agree and authorise the Company to place such Crypto Currencies in your BlockLender Account with third party providers and decentralised exchanges to generate yield or for other purposes.

8.7 No obligation to notify prior to liquidation.
The Crypto Currency you pledge for your Loans is subject to liquidation at certain thresholds as set out in your loan agreement(s). It is your responsibility to manage your loan to value ratio and we have no obligation to notify or otherwise warn you when your Crypto Currency is at risk of being liquidated ahead of any liquidation.

8.8 Calculation.
Interest shall be calculated by the second and posted to your Loan Balance on a daily basis, at a certain time on each calendar day, on the basis of the actual number of days elapsed in a 365-day year. Interest shall accrue on the outstanding principal and interest Loan Balance until repaid.

8.9 Terms.
The terms applicable to each category of Loan service including but not limited to the margin call levels and the relevant interest rate, may be changed by the Company from time to time, at its discretion, and depending on the performance of the third party providers and decentralised exchanges.

9. Withdrawals

9.1 Crypto Currencies.
You may request the withdrawal of all or part of the Crypto Currencies pledged as collateral in your BlockLender Account to your External Account as long as you have repaid your outstanding Loan Balance.

9.2 USDC Loaned Funds Withdrawal.
You may request a withdrawal of all or part of the USDC you have borrowed through Loans at any time.

9.3 Lender Tender.
The Company does not hold Legal Tender for customers as deposits for any period of time, but to assist customers in withdrawing Funds in their preferred denomination, you may request the withdrawal of all or part of the Funds in your BlockLender Account via Legal Tender to your External Account.

9.4 Withdrawal transactions.
Any withdrawal transactions are irreversible and final once you have provided the relevant instructions to the Company, and you cannot change, withdraw or cancel the authorisation to the Company to complete any pending or partially completed transactions. 

We shall not be liable for any partially completed transactions or delays in the processing of your instructions. We do not guarantee the availability of any exchange rate. The Company is not liable for any losses you incur related to a transfer of any Crypto Currencies to an External Account.

10. Fees

10.1 Amount of Fees.
You agree to pay the Company the fees for transactions completed via our Services (“Fees”) as set out in the fee schedule at Annex 2 (Fee Schedule), which may be updated by the Company from time to time. Changes to the Fee Schedule are effective as of the effective date indicated in the posting of the revised Fee Schedule to the Services, and will apply prospectively to any transactions that take place following the effective date of such revised Fee Schedule. Notwithstanding the foregoing, the interest rate charged on loans is variable in nature and the Company in not liable to provide notice of changes to the rate nor to publish it in these Terms. 

10.2 Third-Party Fees.
In addition to the Fees, your External Account may impose fees in connection with your use of your designated External Account via the Services. Any fees imposed by your External Account provider will not be reflected on the transaction screens containing information regarding applicable Fees. You are solely responsible for paying any fees imposed by an External Account provider.

10.3 Payment of Fees.
You authorise us, or our designated payment processor, to charge or deduct the Funds in your BlockLender Account, or add to the Loan Balance, as applicable, for any applicable Fees owed in connection with the orders you complete via the Services.

10.4 Collection-Related Costs.
If you fail to pay Fees or any other amounts owed to the Company under these Terms and the Company refers your account(s) to a third party for collection, then the Company will charge you the lesser of an 18% collection fee or the maximum percentage permitted by applicable law, to cover the Company’s collection-related costs.

11. Risk Disclosures

11.1 Volatility.
Crypto Currencies are more volatile relative to most fiat currencies and other assets and this unpredictability of their price may result in significant loss over a short period of time. We are not responsible for the Crypto Currencies market, and we make no representations or warranties concerning the real or perceived value of any Crypto Currencies, and the quality, suitability,  usefulness, accuracy, or completeness of any data provided by us. You should therefore carefully consider whether holding Crypto Currencies is suitable for you in light of your financial condition.

11.2 Not legal tender.
Crypto Currencies are not money or legal tender, are not backed by any government or central banks and mostly do not have any underlying assets, revenue stream, or another source of value.

11.3 Deposit insurance.
No BlockLender entity is a bank or depositary institution. Your BlockLender Account is not a deposit account or a bank account. The Services are not depositary or bank programmes. Your BlockLender Account and your Crypto Currencies are not covered by insurance against losses or subject to any Deposit Guarantee Scheme, Federal Deposit Insurance Protection, or Securities Investor Protection Corporation protections or the protections of any comparable organisation in other jurisdictions.

11.4 Regulatory status.
The regulatory status of Crypto Currencies is currently unsettled, varies among jurisdictions and is subject to significant uncertainty. Legislative and regulatory changes or actions relating to Crypto Currencies or blockchain technology at a domestic, international, or supranational level may adversely affect or restrict, as applicable, the use, transfer, exchange and value of Crypto Currencies, as well as the provision of our Services. 

11.5 Fraud.
The nature of Crypto Currencies may lead to an increased risk of fraud or cyberattack and any losses due to fraudulent or accidental transactions will not be recoverable.

11.6 Advice.
We do not provide investment advice and the information coming from us shall not be used as a basis for making decisions about purchasing any Crypto Currency.

11.7 Legality.
You are responsible for determining whether the use of any of Services is legal in your jurisdiction and you shall not use our Services if it is illegal in your jurisdiction to do so. If you are uncertain of the legal treatment, please seek independent legal advice.

11.8 Own Risk.
You understand and agree that you access our Services and Loans at your own risk. This section is not exhaustive and does not disclose all the risks associated with Crypto Currencies. You should therefore carefully consider whether such use is suitable for you in light of your circumstances and financial resources. You should be aware that you may sustain a total loss of the Funds in your BlockLender Account and that under certain market conditions, you may find it difficult or impossible to liquidate a position.

11.9 Internet transmission risks.
You acknowledge that there are risks associated with utilising an Internet-based platform including, but not limited to, the failure of hardware, software, and Internet connections. You acknowledge that the Company shall not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when trading via the Services, however caused.

12. Electronic Notices

12.1 Electronic Delivery of Communications.
You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, “Communications“) that we provide in connection with your BlockLender Account and your use of the Services. Communications include:

12.1 (a) terms of use and policies you agree to including updates to these agreements or policies;

12.1 (b) account details, history, transaction receipts, confirmations, and any other account or transaction information;

12.1 (c) legal, regulatory, and tax disclosures or statements we may be required to make available to you; and

12.1 (d) responses to claims or customer support inquiries filed in connection with your BlockLender Account.

Unless otherwise specified in these Terms, we will provide these Communications to you by posting them on the Site, emailing them to you at the primary email address listed in your BlockLender Account, and/or through other electronic communication such as text message or mobile push notification, and you agree that such Communications will constitute sufficient notice of the subject matter therein.

12.2 How to Withdraw Your Consent.
You may withdraw your consent to receive Communications electronically by contacting us at: hello@blocklender.io If you fail to provide or if you withdraw your consent to receive Communications in the specified manner, the Company reserves the right to immediately close your BlockLender Account or charge you additional fees for paper copies of the Communications.

12.3 Updating your Information.
It is your responsibility to provide us with a true, accurate and complete email address and your contact information, and to keep such information up to date. You understand and agree that if the Company sends you an electronic Communication but you do not receive it because your primary email address you have provided is incorrect, out-of-date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, the Company will be deemed to have provided the Communication to you.

You may update your information by logging into your BlockLender Account or by contacting our support team at: hello@blocklender.io.

13. Unclaimed Property

If for any reason the Company is holding Funds in your BlockLender Account on your behalf, and the Company is unable to return your Funds to your designated External Account after a period of inactivity, then the Company may report and remit such Funds in accordance with applicable unclaimed property laws. We reserve the right to deduct a dormancy fee or other administrative charges from such unclaimed funds, as permitted by applicable law.

14. Acceptable Use

When accessing or using the Services, you agree that you will not violate any law, contract, intellectual property or other third-party right or commit a tort, and that you are solely responsible for your conduct while using our Services. Without limiting the generality of the foregoing, you agree that you will not:

• Use our Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Services, or that could damage, disable, overburden or impair the functioning of our Services in any manner;
• Use our Services to pay for, support or otherwise engage in any illegal gambling activities; fraud; money-laundering; or terrorist activities; or other illegal activities;
• Use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access our Services or to extract data;
• Use or attempt to use another user’s account without authorisation;
• Attempt to circumvent any content filtering techniques we employ, or attempt to access any service or area of our Services that you are not authorised to access;
• Develop any third-party applications that interact with our Services without our prior written consent;
• Use any VPN, IP proxy, or similar method to access our Services or disguise your location;
• Provide false, inaccurate, or misleading information; or
• Encourage or induce any third party to engage in any of the activities prohibited under this Section.

15. Feedback and Complaints

If you have any feedback, questions, or complaints, contact us via our ‘Customer Support’ address at hello@blocklender.io. When you contact us please provide us with your name, email address, and any other information that we may need to identify you, your BlockLender Account, and the transaction on which you have feedback, questions, or complaints.

16. Copyrights and Other Intellectual Property Rights

Unless otherwise indicated by us, all copyright and other intellectual property rights in all content and other materials contained on our website or provided in connection with the Services, including, without limitation, the Company or BlockLender logo and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, “BlockLender Materials“) are the proprietary property of the Company or our licensors or suppliers and are protected by international copyright laws and other intellectual property rights laws.

We hereby grant you a limited, nonexclusive and non-sublicensable license to access and use the BlockLender Materials for your personal or internal business use. Such license is subject to these Terms and does not permit (a) any resale of the BlockLender Materials; (b) the distribution, public performance or public display of any BlockLender Materials; (c) modifying or otherwise making any derivative uses of the BlockLender Materials, or any portion thereof; or (d) any use of the BlockLender Materials other than for their intended purposes. The license granted under this Section will automatically terminate if we suspend or terminate your access to the Services.

17. Trademarks

“BlockLender,” the BlockLender logo, and any other Company product or service names, logos or slogans that may appear on our Services are trademarks of the Company, in all countries and may not be copied, imitated or used, in whole or in part, without our prior written permission. You may not use any trademark, product or service name of the Company without our prior written permission, including without limitation any metatags or other “hidden text” utilising any trademark, product or service name of the Company. In addition, the look and feel of our Services, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of the Company and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned through our Services are the property of their respective owners. Reference to any products, services, processes or other information, by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us.

18. Third-Party Content

In using our Services, you may view content provided by third parties, including links to web pages of such parties, including but not limited to Facebook, Meta, Twitter or similar links (“Third-Party Content”). We do not control, endorse or adopt any Third-Party Content and shall have no responsibility for Third-Party Content, including without limitation material that may be misleading, incomplete, erroneous, offensive, indecent or otherwise objectionable. In addition, your business dealings or correspondence with such third parties are solely between you and the third parties. We are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings, and you understand that your use of Third-Party Content, and your interactions with third parties, is at your own risk.

19. Suspension; Termination; Limitation of Service 

In the event of any Force Majeure Event, breach of these Terms, or any other event that would make provision of the Services commercially unreasonable for the Company, we may, in our discretion and without liability to you, with or without prior notice, suspend your access to all or a portion of our Services. 

We may terminate your access to the Services in our sole discretion, immediately and without prior notice, and delete or deactivate your BlockLender Account and all related information and files in such account without liability to you, including, for instance, in the event that you breach any term of these Terms. 

We may also at any time and without liability to you, terminate, suspend, or limit your use of the Services (including but not limited to freezing the Funds in your BlockLender Account or freezing or closing your BlockLender Account, refusing to process any transaction, or wholly or partially reversing, cancelling or voiding any transactions that have been effected) for any reason, including (but not limited to): (a) in the event of any breach by you of these Terms and all other applicable terms; (b) for the purposes of complying with any applicable laws; (c) where the Company suspects that a transaction effected by you is potentially connected to any unlawful activities (including but not limited to money laundering, terrorism financing and fraudulent activities); (d) to remedy the effects of any defect in or compromise to any information system upon which the Company relies on; (e) as may be informed by the Company’s internal policies, including in relation to any enhanced due diligence; or (f) otherwise in the Company’s absolute discretion. 

In the event of termination, the Company will attempt to return any Funds stored in your BlockLender Account not otherwise owed to the Company, unless the Company believes you have committed fraud, negligence or other misconduct.

20. Discontinuance of Services 

We may, in our sole discretion and without liability to you, with or without prior notice and at any time, modify or discontinue, temporarily or permanently, any portion of our Services.

21. Disclaimer of Warranties 

EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY US, OUR SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM, AND YOU WAIVE, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO OUR SERVICES, INCLUDING THE INFORMATION, CONTENT AND MATERIALS CONTAINED THEREIN.

YOU ACKNOWLEDGE THAT INFORMATION YOU STORE OR TRANSFER THROUGH OUR SERVICES MAY BECOME IRRETRIEVABLY LOST OR CORRUPTED OR TEMPORARILY UNAVAILABLE DUE TO A VARIETY OF CAUSES, INCLUDING SOFTWARE FAILURES, PROTOCOL CHANGES BY THIRD PARTY PROVIDERS, INTERNET OUTAGES, FORCE MAJEURE EVENT OR OTHER DISASTERS INCLUDING THIRD PARTY DDOS ATTACKS, SCHEDULED OR UNSCHEDULED MAINTENANCE, OR OTHER CAUSES EITHER WITHIN OR OUTSIDE OUR CONTROL. YOU ARE SOLELY RESPONSIBLE FOR BACKING UP AND MAINTAINING DUPLICATE COPIES OF ANY INFORMATION YOU STORE OR TRANSFER THROUGH OUR SERVICES.

Some jurisdictions do not allow the disclaimer of implied terms in contracts with consumers, so some or all of the disclaimers in this section may not apply to you.

22. Limitation of Liability

22 (a) EXCEPT AS OTHERWISE REQUIRED BY LAW, IN NO EVENT SHALL THE COMPANY, OUR DIRECTORS, MEMBERS, AFFILIATES, EMPLOYEES OR AGENTS BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE OUR SERVICES OR THE COMPANY MATERIALS, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY ANY USER ON ANY INFORMATION OBTAINED FROM THE COMPANY, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM A FORCE MAJEURE EVENT, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO THE COMPANY’S RECORDS, PROGRAMS OR SERVICES.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations of this section may not apply to you.

22 (b) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE COMPANY (INCLUDING OUR DIRECTORS, MEMBERS, AFFILIATES, EMPLOYEES AND AGENTS), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE COMPANY OR TO THESE TERMS EXCEED THE FEES PAID BY YOU TO THE COMPANY DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE OF ANY CLAIM GIVING RISE TO SUCH LIABILITY.

23. Indemnity

You agree to defend, indemnify and hold harmless the Company (and each of our officers, directors, members, employees, agents and affiliates) from any claim, demand, action, damage, loss, cost or expense, including without limitation reasonable attorneys’ fees, arising out or relating to (a) your use of, or conduct in connection with, our Services; (b) any Feedback you provide; (c) your violation of these Terms; or (d) your violation of any rights of any other person or entity. If you are obligated to indemnify us, we will have the right, in our sole discretion, to control any action or proceeding (at our expense) and determine whether we wish to settle it.

24. Applicable Law

The Terms shall be governed by the laws of England and Wales. Any dispute regarding these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.

25. Miscellaneous

25.1 Compliance with Applicable Law.
You must comply with all applicable laws, regulations, licensing requirements and third party rights (including, without limitation, data privacy laws and anti-money laundering and countering the financing of terrorism laws) in your use of the Services, the BlockLender App and BlockLender Website.

25.2 Independent relationship.
You acknowledge and agree that: (a) the Company is not acting as your broker, intermediary, agent, or advisor or in any fiduciary capacity, and (b) no communication or information provided to you by the Company shall be considered or construed as advice. We do not provide any investment advice relating to our products and services. We encourage you to speak to an independent financial adviser.

25.3 Entire Agreement.
This Agreement (including documents incorporated by reference herein) comprise the entire understanding and agreement between you and the Company as to the subject matter hereof, and it supersedes any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of this Agreement), and every nature between and among you and the Company.

25.4 Amendment.
We reserve the right to make changes or modifications to these Terms from time to time, in our sole discretion, by posting the amended Terms via the applicable the Company websites and mobile applications or by communicating these changes through any written or other contact method we have established with you and updating the “Last Updated” date at the top of these Terms. The amended Terms will be effective immediately thereafter and your use of the Services following the date on which such amended Terms are published will constitute consent to such amendments.

25.5 Waiver.
Our failure or delay in exercising any right, power or privilege under these Terms shall not operate as a waiver thereof.

25.6 Severability.
The invalidity or unenforceability of any of these Terms shall not affect the validity or enforceability of any other of these Terms, all of which shall remain in full force and effect.

25.7 Force Majeure Events.
The Company shall not be liable for (1) any inaccuracy, error, delay in, or omission of (i) any information, or (ii) the transmission or delivery of information; (2) any loss or damage arising from any event beyond the Company’s reasonable control, including but not limited to flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, de-pegging event or other malfunction of a Stablecoin,  equipment or software malfunction or any other cause beyond the Company’s reasonable control (each, a “Force Majeure Event”).

25.8 Assignment.
You may not assign or transfer any of your rights or obligations under these Terms without prior written consent from the Company, including by operation of law or in connection with any change of control. The Company may assign or transfer any or all of its rights under these Terms, in whole or in part, without obtaining your consent or approval.

25.9 Headings.
Headings of sections are for convenience only and shall not be used to limit or construe such sections.

25.10 Survival.
Sections 2 (Eligibility), Section 3 (BlockLender Account), 10 (Fees), 11 (Risk Disclosure), 13 (Unclaimed Property), 15 (Feedback and Complaints), 16 (Copyright and Other Intellectual Property Rights), 17 (Trademarks), 18 (Third-Party Content), 21 (Disclaimer of Warranties), 22 (Limitation of Liability); 23 (Indemnity), 24 (Applicable Law) and this Section 25 (Miscellaneous) shall survive any termination or expiration of these Terms.

26. Jurisdiction-Specific Legal Disclosures

The Company maintains licenses and registrations in certain jurisdictions to provide you our Services. These licenses or registrations may impact our provision and your use of our services depending on where you live or are domiciled. Additional information regarding certain of the Company’s licenses and registrations, or lack thereof, and corresponding disclosures can be found on the BlockLender Website, which is incorporated into these Terms by reference. By creating a BlockLender Account, you acknowledge that you have read, understand and agree to those disclosures that are applicable to you.

Annex 1

Restricted Jurisdictions

Afghanistan

Algeria

American Samoa

Belarus

Bolivia (Plurinational State of)

Central African Republic (the)

China

Cuba

Ecuador

Guam

Iran (Islamic Republic of)

Iraq

Korea (the Democratic People’s Republic of)

Kosovo

Lebanon

Libya

Mali

Mozambique

Myanmar

Nepal

Nicaragua

Pakistan

Palestine, State of

Puerto Rico

Qatar

Russia 

Somalia

South Sudan

Sudan (the)

Syrian Arab Republic

Tanzania

United States of America

Venezuela (Bolivarian Republic of)

Virgin Islands (U.S.)

Western Sahara

Yemen

Annex 2

Fee Schedule