Terms & Conditions
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These terms and conditions create a contract between you (“user”; “users”; “you”) and Rook.Fi (“Rook”; “us”; “we”; “our”) (the “Agreement”). Please read the Agreement carefully. To confirm your understanding and acceptance of the Agreement, click “Agree”.
A. INTRODUCTION TO OUR SERVICES
This Agreement governs your use of Rook’s services (“Services”). The agreement for our Services is concluded in the Republic of Singapore. For the avoidance of doubt, agreement to these terms and conditions constitutes an offer, and our giving access to our trading app (“Rook Trade”) constitutes an acceptance of that offer. To use our Services, you need compatible hardware, software (latest version recommended and sometimes required) and Internet access (fees may apply). Our Services’ performance may be affected by these factors.
To access our Services, you may first be required install a web browser (such as the Google Chrome web browser) and an electronic wallet compatible with the relevant blockchain network (such as Ethereum), such as the MetaMask electronic wallet. You will not be able to engage in any transactions using Rook Services other than through such electronic wallets, and browsers compatible with the relevant network.
Transactions that take place using Rook Services are managed and confirmed via the relevant blockchain network. You understand that your public address on the relevant blockchain network will be made publicly visible whenever you engage in a transaction using our trading app or other Services.
We neither own nor control MetaMask, Google Chrome, any electronic wallet, the Ethereum blockchain network, the 0x Smart Contracts, the 0x protocol or any other third party site, product, or service that you might access, visit, or use for the purpose of enabling you to use the various features of the App. We will not be liable for the acts or omissions of any such third parties, nor will we be liable for any damage that you may suffer as a result of your transactions or any other interaction with any such third parties.
B. USING OUR SERVICES
Each individual use of our application(s) is referred to as a “Transaction.” When a user conducts a transaction, the Rook Trade app publicises orders submitted to it makes them available for Keepers who fill the order. All Transactions, once filled, are final. If technical problems (including but not limited to network congestion or high gas prices) prevent or unreasonably delay delivery of our Services, your exclusive and sole remedy is replacement Services at prevailing market prices.
Using any of Rook’s Services or Apps may require that you pay a fee, such as gas charges on the Ethereum blockchain network, to perform a transaction. You acknowledge and agree that Rook has no control over any transactions, the method of payment of any transactions, or any actual payments of transactions. You must ensure that you have a sufficient balance to complete any transaction before initiating such transaction.
CONTENT AND SERVICE AVAILABILITY
Terms found in this Agreement that relate to Services, Content types, features or functionality not available in your home country are not applicable to you unless and until they become available to you. Certain Services and Content available to you in your home country may not be available to you when traveling outside of your home country.
APP MAINTENANCE AND SUPPORT
Rook is responsible for providing maintenance and support for Rook Apps only, or as required under applicable law.
LICENSED APPLICATION END USER LICENSE AGREEMENT
Apps made available through the Rook.fi website are licensed on a use-by-use basis to you. Your license to each App is subject to your prior acceptance of the terms of this Licensed Application End User License Agreement (“Standard EULA”). Your license to any Rook App under this Standard EULA is granted by Rook. Any App that is subject to this Standard EULA is referred to herein as the “Licensed Application.” Rook (“Licensor”) reserves all rights in and to the Licensed Application not expressly granted to you under this Standard EULA.
a. Scope of License: Licensor grants to you a nontransferable license to use the Licensed Application on any Rook-branded products that you own or control and as permitted by the Usage Rules. The terms of this Standard EULA will govern any content, materials, or services accessible from the Licensed Application as well as upgrades provided by Licensor that replace or supplement the original Licensed Application, unless such upgrade is accompanied by a Custom EULA. You may not copy (except as permitted by this license and the Usage Rules), reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Licensed Application, any updates, or any part thereof (except as and only to the extent that any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open-sourced components included with the Licensed Application). Any attempt at using the licenced application any of its features or underlying source code, or any software connected to it to induce artificial price changes, market manipulation or any other fraudulent trading activity will be deemed a fraudulent misrepresentation and entitle Rook to seek rescission of the transaction(s) and appropriate damages and/or any other remedy available to us in law or equity on behalf of Rook itself and/or the affected users.
b. Consent to Use of Data: You agree that Licensor may collect and use technical data and related information—including but not limited to technical information about your device, system and application software, and peripherals—that is gathered periodically to facilitate the provision of software updates, product support, and other services to you (if any) related to the Licensed Application. Licensor may use this information, as long as it is in a form that does not personally identify you, to improve its products or to provide services or technologies to you.
c. Termination. This Standard EULA is effective until terminated by you or Licensor on the use-by-use basis that this licence is granted. Your rights under this Standard EULA will terminate automatically if you fail to comply with any of its terms. For the avoidance of doubt, any right to rescission, damages, or any other remedy available to Rook in law or in equity will persist following termination.
d. External Services. The Licensed Application may enable access to Licensor’s and/or third-party services and websites (collectively and individually, "External Services"). You agree to use the External Services at your sole risk. Licensor is not responsible for examining or evaluating the content or accuracy of any third-party External Services, and shall not be liable for any such third-party External Services. Data displayed by any Licensed Application or External Service, including but not limited to financial and location information, is for general informational purposes only and is not guaranteed by Licensor or its agents. You will not use the External Services in any manner that is inconsistent with the terms of this Standard EULA or that infringes the intellectual property rights of Licensor or any third party. You agree not to use the External Services to harass, abuse, stalk, threaten or defame any person or entity, and that Licensor is not responsible for any such use. External Services may not be available in all languages or in your home country, and may not be appropriate or available for use in any particular location. To the extent you choose to use such External Services, you are solely responsible for compliance with any applicable laws. Licensor reserves the right to change, suspend, remove, disable or impose access restrictions or limits on any External Services at any time without notice or liability to you.
e. NO WARRANTY: YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE LICENSED APPLICATION IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSED APPLICATION AND ANY SERVICES PERFORMED OR PROVIDED BY THE LICENSED APPLICATION ARE PROVIDED "AS IS" AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND LICENSOR HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE LICENSED APPLICATION AND ANY SERVICES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. YOU AGREE THAT YOU ARE USING OUR SERVICES OR PRODUCTS IN THE COURSE OF BUSINESS AND YOUR USE OF OUR SERVICES PRECLUDES ANY RIGHTS YOU MAY HAVE AS A CONSUMER.
f. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE LICENSED APPLICATION, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU.
In no event shall Licensor’s total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the monetary value of of ROOK tokens collected by Rook as a result of the use of the Rook Trade app in question, calculated at the time of trade or of complaint, whichever is lower. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
g. You may not use or otherwise export or re-export the Licensed Application except as authorized by Singapore law and the laws of the jurisdiction in which the Licensed Application was obtained. In particular, but without limitation, the Licensed Application may not be exported or re-exported (a) into any embargoed countries or (b) to anyone on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or Entity List, or any other similar list of embargoed countries or nationals as issued from time to time by the Republic of Singapore. By using the Licensed Application, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by law, including, without limitation, the development, design, manufacture, or production of nuclear, missile, or chemical or biological weapons, the funding of terrorist activities, in an attempt to conceal the origin of funds from lawful inquiries or any other illegal purpose.
i. Except to the extent expressly provided in the following paragraph, this Agreement and the relationship between you and Rook shall be governed by the laws of the England and Wales. You and Rook agree to submit to the personal and exclusive jurisdiction of the courts located within the United Kingdom, to resolve any dispute or claim arising from this Agreement.
Specifically excluded from application to this Agreement is that law known as the United Nations Convention on the International Sale of Goods.
j. By using the App or the services thereon, you represent and warrant that: (i) you have read and understood these Terms and all documentation on the App; (ii) you have good and sufficient experience and understanding of the functionality, usage, storage, transmission mechanisms and other material characteristics of cryptographic tokens, token storage mechanisms (such as token wallets), blockchain technology, blockchain-like technology and blockchain-based software systems to understand these Terms and to appreciate the risks and implications of using the App and accessing the services thereon; (iii) you acknowledge and agree that we may impose eligibility criteria to access certain functionality in respect of the App and the services thereon which may require you to incur additional time and money costs; (iv) you are using our Services or Apps for your own account and not on behalf of any other entity or person; (v) your usage of the App and Rook Services complies with applicable law and regulation in your jurisdiction, and the law and regulation of any jurisdiction to which you may be subject (including, but not limited to legal capacity and any other threshold requirements for utilising the Services, and interacting with other users within Rook Trade app, any foreign exchange or regulatory restrictions applicable to using Rook Services, and any governmental or other consents that may need to be obtained); (vi) you have the legal capacity and you agree to comply with these Terms; (vii) you are not a minor in the jurisdiction in which you reside; (viii) you will not use the App and the services thereon for any illegal and unauthorized purpose; (ix) your use of the App will not violate any applicable law or regulation; and (x) any funds or digital assets transferred in connection with the Rook Trade app or any other Rook Service are not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing and all applicable statutes of all jurisdictions in which you are located, resident, organised or operating, and/or to which it may otherwise be subject and the rules and regulations thereunder (collectively, the Compliance Regulations), and you will not use the App or the services thereon to finance, engage in, or otherwise support any unlawful activities or in a manner which aids or facilitates another party in the same. To the extent required by applicable laws and regulations, you shall fully comply with all Compliance Regulations.
L. MISCELLANEOUS TERMS APPLICABLE TO ALL SERVICES
CONTRACT CHANGES
Rook reserves the right at any time to modify this Agreement and to add new or additional terms or conditions on your use of the Services. Such modifications and additional terms and conditions will be effective immediately and incorporated into this Agreement. Your continued use of the Services will be deemed acceptance thereof, and the newly-modified agreement will continue to be concluded in the Republic of Singapore.
INTELLECTUAL PROPERTY
You agree that the Services, including but not limited to Content, graphics, user interface, audio clips, video clips, editorial content, and the scripts and software used to implement the Services, contain proprietary information and material that is owned by Rook and/or its licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright. You agree that you will not use such proprietary information or materials in any way whatsoever except for use of the Services for personal, noncommercial uses in compliance with this Agreement. No portion of the Services or the contents of Rook.fi may be reproduced in any form or by any means, except as expressly permitted by this Agreement. You agree not to modify, rent, lend, sell, or distribute the Services or Content in any manner, and you shall not exploit the Services in any manner not expressly authorized.
TERMINATION AND SUSPENSION OF SERVICES
If you fail, or Rook suspects that you have failed, to comply with any of the provisions of this Agreement, Rook may, without notice to you: (i) terminate this Agreement and you will remain liable for all amounts due under your use of Rook Trade up to and including the date of termination; and/or (ii) terminate your license to the software; and/or (iii) preclude your access to the Services.
Rook further reserves the right to modify, suspend, or discontinue the Services (or any part or Content thereof) at any time with or without notice to you, and Rook will not be liable to you or to any third party should it exercise such rights.
DISCLAIMER OF WARRANTIES; LIABILITY LIMITATION
ROOK DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU AGREE THAT FROM TIME TO TIME ROOK MAY REMOVE THE SERVICES FOR INDEFINITE PERIODS OF TIME, CANCEL THE SERVICES AT ANY TIME, OR OTHERWISE LIMIT OR DISABLE YOUR ACCESS TO THE SERVICES WITHOUT NOTICE TO YOU.
YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, OR ACTIVITY IN CONNECTION WITH THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES AND ALL CONTENT DELIVERED TO YOU THROUGH THE SERVICES ARE (EXCEPT AS EXPRESSLY STATED BY ROOK) PROVIDED "AS IS" AND "AS AVAILABLE" FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION OF IMPLIED WARRANTIES MAY NOT APPLY TO YOU.
IN NO CASE SHALL ROOK, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF ANY OF THE SERVICES OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE SERVICES AND/OR CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY INJURY, LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY SERVICE MADE AVAILABLE, EVEN IF ADVISED OF THEIR POSSIBILITY. BECAUSE SOME COUNTRIES, STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH COUNTRIES, STATES OR JURISDICTIONS, ROOK'S LIABILITY SHALL BE LIMITED TO THE EXTENT SUCH LIMITATION IS PERMITTED BY LAW.
ROOK SHALL USE REASONABLE EFFORTS TO PROTECT INFORMATION SUBMITTED BY YOU IN CONNECTION WITH THE SERVICES, BUT YOU AGREE THAT YOUR SUBMISSION OF SUCH INFORMATION IS AT YOUR SOLE RISK, AND YOU HEREBY RELEASE ROOK FROM ANY AND ALL LIABILITY TO YOU FOR ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.
ROOK DOES NOT REPRESENT OR GUARANTEE THAT THE SERVICES WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND YOU HEREBY RELEASE ROOK FROM ANY LIABILITY RELATING THERETO. YOU SHALL BE RESPONSIBLE FOR BACKING UP YOUR OWN SYSTEM, INCLUDING ANY CONTENT ACQUIRED OR RENTED THROUGH THE SERVICES.
ROOK IS NOT RESPONSIBLE FOR DATA CHARGES YOU MAY INCUR IN CONNECTION WITH YOUR USE OF THE SERVICES.
WAIVER AND INDEMNITY
BY USING THE SERVICES, YOU AGREE, TO THE EXTENT PERMITTED BY LAW, TO INDEMNIFY AND HOLD ROOK, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, AND LICENSORS HARMLESS WITH RESPECT TO ANY CLAIMS ARISING OUT OF YOUR BREACH OF THIS AGREEMENT, YOUR USE OF THE SERVICES, OR ANY ACTION TAKEN BY ROOK AS PART OF ITS INVESTIGATION OF A SUSPECTED VIOLATION OF THIS AGREEMENT OR AS A RESULT OF ITS FINDING OR DECISION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. YOU AGREE THAT YOU SHALL NOT SUE OR RECOVER ANY DAMAGES FROM ROOK, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, AND LICENSORS AS A RESULT OF ITS DECISION TO REMOVE OR REFUSE TO PROCESS ANY INFORMATION OR CONTENT, TO WARN YOU, TO SUSPEND OR TERMINATE YOUR ACCESS TO THE SERVICES, OR TO TAKE ANY OTHER ACTION DURING THE INVESTIGATION OF A SUSPECTED VIOLATION OR AS A RESULT OF ROOK'S CONCLUSION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS WAIVER AND INDEMNITY PROVISION APPLIES TO ALL VIOLATIONS DESCRIBED IN OR CONTEMPLATED BY THIS AGREEMENT.
GOVERNING LAW
Except to the extent expressly provided in the following paragraph, this Agreement and the relationship between you and Rook, and all Transactions on the Services shall be governed by the laws of England and Wales. You and Rook agree to submit to the personal and exclusive jurisdiction of the courts located within the United Kingdom, to resolve any dispute or claim arising from this Agreement.
Specifically excluded from application to this Agreement is that law known as the United Nations Convention on the International Sale of Goods.
OTHER PROVISIONS
This Agreement constitutes the entire agreement between you and Rook and governs your use of the Services, superseding any prior agreements with respect to the same subject matter between you and Rook. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content, third-party software, or additional services. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. Rook's failure to enforce any right or provisions in this Agreement will not constitute a waiver of such or any other provision. Rook will not be responsible for failures to fulfil any obligations due to causes beyond its control. Rook has made no representations outside the terms of this agreement, no such representations have been relied upon to reach this Agreement of for any other reasons, and no advice has been given by Rook.
You agree to comply with all local, state, federal, and national laws, statutes, ordinances, and regulations that apply to your use of the Services. Your use of the Services may also be subject to other laws. Risk of loss for all electronically delivered Transactions pass to the acquirer upon electronic transmission to the recipient.
You hereby grant Rook the right to take steps Rook believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement. You agree that Rook has the right, without liability to you, to disclose any data and/or information to law enforcement authorities, government officials, and/or a third party, as Rook believes is reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement (including but not limited to Rook's right to cooperate with any legal process relating to your use of the Services and/or Content, and/or a third-party claim that your use of the Services and/or Content is unlawful and/or infringes such third party's rights).
You agree to hold harmless, release, defend, and indemnify us and our officers, directors, employees, contractors, agents, affiliates, and subsidiaries from and against all claims, damages, obligations, losses, liabilities, costs, and expenses arising from: (a) your access and use of our Services; (b) your violation of any term or condition of these Terms or the right of any third party; (c) your violation of any applicable law, rule, or regulation; and (d) any other party’s access and use of our Services with your assistance or using any device that you own or control. You agree that Rook will have control of the defence or settlement of any such claims.
NO PROFESSIONAL ADVICE
All information provided by the App, our website, blog, whitepaper, documentation or any Service offered by Rook is for informational purposes only and should not be construed as professional, financial or legal advice. You should not take, or refrain from taking, any action based on any information contained in the App, website, blog or any Service. Before you make any financial, legal, or other decisions involving our 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.
Last Updated: May 22, 2022