Legal

Thank you for choosing Deep Blue (the "Site"). The following terms and conditions of service (these "Terms of Service") apply to users of the Site. You should read these Terms of Service carefully to determine which provisions apply to you. By using any of the services, functions, or features offered from time to time on the Site (collectively or individually, the "Services"), the user (referred to herein as "you" or "your") agrees to these Terms of Service.

1. Definitions and Interpretation

1.1. Definitions: In these Terms of Service and all documents incorporated herein by reference, the following words have the following meanings unless otherwise indicated:

• "AML" means anti-money laundering
• "Deep Blue" means Deep Blue Limited, a private limited company established in Jersey
• "Deep Blue Tokens" means the stablecoins tokens issued by Deep Blue
• "Digital Tokens" means a digital representation of value that functions as (i) a medium of exchange; (ii) a unit of account; (iii) a store of value, and/or (iv) other similar digital representations of rights or assets
• "Fiat" means the money or currency of any country or jurisdiction that is designated as legal tender
• "Prohibited Jurisdictions" means Cuba; Democratic People's Republic of Korea (North Korea); Iran; Syria; and Crimea (a region of Ukraine annexed by the Russian Federation), the self-proclaimed Donetsk People's Republic (a region of Ukraine), the self-proclaimed Luhansk People's Republic (a region of Ukraine), the self-proclaimed Kherson People's Republic (a region of Ukraine) and the self-proclaimed Zaporizhzhia People's Republic (a region of Ukraine).
• "Reserve" means traditional currency and cash equivalents and, from time to time, may include other assets and receivables from loans made by Deep Blue to third parties
• "Site" means deepblue.to

1.2. Interpretation: In these Terms of Service, unless the context otherwise requires:

a) Headings are for convenience only and do not affect interpretation.

b) The singular includes the plural and vice versa.

c) A reference to a person includes an individual, a company, and any other legal entity.

d) "Including" and similar expressions are not words of limitation.

e) A reference to a clause is a reference to a clause of these Terms of Service.

f) A reference to legislation or to a provision of legislation includes a modification or re-enactment of it, a legislative provision substituted for it and a regulation or statutory instrument issued under it.

g) If a word or phrase is defined, its other grammatical forms have a corresponding meaning.

h) No rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of these Terms of Service or any part of it.

2. Eligibility and Prohibited Users

2.1. Eligibility: To be eligible to use the Services, you must be at least 18 years old and not be located in, or a citizen or resident of any Prohibited Jurisdiction.

2.2. Prohibited Users: The following Persons are prohibited from depositing to, withdrawing from, or trading or providing any Digital Token or using any Services on the Site:

a) Persons domiciled or ordinarily resident in, certain nationals of, or the Governments or Government Officials of Prohibited Jurisdictions;

b) Any Person that resides, is located, has a place of business, or conducts business in the State of New York;

c) U.S. Persons;

d) Canadian Persons;

e) The Government of Venezuela;

f) Any individual who is a U.S. Person and any entity that is a U.S. Person is prohibited from using the Site or any Services, including but not limited to using a Digital Tokens Wallet on the Site.

2.3. Definitions:

a) "U.S. Person" means:

i. Any U.S. Citizen or U.S. Resident;

ii. Any corporation, partnership, or other entity established or organized in or under the Laws of the United States;

iii. Any estate of a decedent who was a citizen or resident of the United States;

iv. Any trust if (A) a court within the United States is able to exercise primary supervision over the administration of the trust, and (B) one or more United States Persons have the authority to control all substantial decisions of the trust;

v. Any Person organized or incorporated outside the United States in which any of the foregoing, whether singularly or in the aggregate, directly or indirectly holds a 50 percent or greater equity interest by votes or value, holds a majority of seats or memberships on the board of directors of the entity, or authorizes, establishes, directs, or otherwise controls the actions, policies, personnel decisions, or day-to-day operations of the Person.

b) "Canadian Person" means:

i. A resident of any province or territory of Canada;

ii. Any Person established or organized in or under the Laws of Canada or any province or territory of Canada;

iii. Any estate of a decedent who was a resident of any province or territory of Canada;

iv. Any Person established or organized outside Canada or any province or territory of Canada, in which any of the foregoing, whether singularly or in the aggregate, directly or indirectly meets the criteria described for U.S. Persons in section 2.3(a)(v) above.

2.4. Exceptions: Exceptions to these prohibitions may be made by Deep Blue, in its sole discretion, for Eligible Contract Participants only.

2.5. Compliance: It is your responsibility to ensure that you are not prohibited from using the Services under any applicable laws or regulations. Deep Blue reserves the right to refuse to provide Services to anyone, at its sole discretion, and to change these eligibility criteria at any time.

2.6. Updates to Prohibited Jurisdictions: Deep Blue reserves the right to update the list of Prohibited Jurisdictions at any time, without prior notice, based on changes in global regulations, sanctions, or Deep Blue's own risk assessment. Users are responsible for regularly checking for updates to this list.

3. Services

3.1. Deep Blue Tokens: Deep Blue issues and redeems Deep Blue Tokens. Deep Blue Tokens are backed 100% by the Reserve.

3.2. No Guarantee: Deep Blue makes no representations or warranties about whether Deep Blue Tokens that may be traded on the Site may be traded on the Site at any point in the future, if at all.

3.3. Blockchain Platforms: Deep Blue Tokens may be issued on various blockchain platforms. Deep Blue reserves the right to add or remove support for any blockchain platform at its sole discretion.

4. Risks and Limitation of Liability

4.1. Risk Acknowledgement: You acknowledge that trading in Digital Tokens involves significant risk. The risk of loss in trading or holding Digital Tokens can be substantial.

4.2. Limitation of Liability: To the fullest extent permitted by applicable law, in no event will Deep Blue be liable for any indirect, incidental, special, consequential or punitive damages, or any loss of profits or revenues.

5. AML and KYC

5.1. Compliance: Deep Blue is committed to providing safe, compliant, and reputable Services. Accordingly, Deep Blue insists on a comprehensive and thorough customer due diligence process and implementation and ongoing analysis and reporting.

5.2. Information Requests: You agree to provide promptly any information and documents requested by Deep Blue in order to comply with applicable laws and regulations.

6. Intellectual Property Rights

6.1. Ownership: The Site and all intellectual property rights in the Site, including but not limited to software, logos, and content, are owned by Deep Blue.

6.2. License: Deep Blue grants you a limited, non-exclusive, non-transferable license to access and use the Site and Services for your personal or internal business use.

7. Privacy

7.1. Privacy Policy: Your use of the Site and Services is subject to Deep Blue's Privacy Policy, which is incorporated into these Terms of Service by reference.

8. Termination

8.1. Deep Blue reserves the right to suspend or terminate your access to the Services at any time, with or without cause, and with or without notice.

9. Governing Law and Dispute Resolution

9.1. Governing Law: These Terms of Service shall be governed by and construed in accordance with the laws of Jersey.

9.2. Dispute Resolution: Any dispute arising out of or in connection with these Terms of Service shall be subject to the exclusive jurisdiction of the courts of Jersey.

9.3. Class Action Waiver: To the fullest extent permitted by applicable law, you and Deep Blue agree that each party may bring claims against the other only in your or its individual capacity and not as a plaintiff or class member in any purported class or representative action.

9.4. No class arbitrations, class actions, private attorney general actions, or any other proceedings where someone acts in a representative capacity are allowed. Nor is combining individual proceedings without the consent of all parties permitted.

9.5. You acknowledge and agree that you and Deep Blue are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding.

10. Amendments

10.1. Deep Blue reserves the right to change or modify these Terms of Service at any time and at its sole discretion. Any changes or modifications will be effective immediately upon posting the revisions to the Site.

11. Contact Us

If you have any questions about these Terms of Service, please contact us at legal@deepblue.to.

By using the Services, you acknowledge that you have read and understood these Terms of Service and agree to be bound by them.

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