Terms of Service

Last Updated

04.11.2024

Thank you for your interest in Xocolatl Finance. These terms of service, together with any documents and additional terms they incorporate by reference (collectively, these “Terms”), constitute an agreement between Xocolatl Finance (referred to as “Xocolatl,” “we,” “us,” and “our”) and you or the company or other legal entity that you represent (“you” or “your”). Please read these Terms carefully as they govern your use of our website, located at https://xocolatl.finance (the “Site”), as well as the Xocolatl smart contracts and related products, features, content, applications, or services we provide (collectively with the Site, the “Services”). These Terms outline your rights, obligations, and limitations of legal liability. By accessing or using our Site or Services, you agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use our Site or the Services.

Please review the disclosures and disclaimers set forth in Section 8 before using any software developed by Xocolatl Finance. You represent that you are legally able to form a binding contract, are at least 18 years old (or the age of majority where you reside), and have the right, power, and authority to comply with these Terms. You further represent that you are not a citizen or resident of any jurisdiction where use of the Site or Services would be illegal or violate any applicable laws, including sanctions imposed by jurisdictions such as the United States or Mexico.

1. Modifications to These Terms

Xocolatl Finance reserves the right to modify these Terms at any time. If changes are made, we will notify you by updating the date at the top of these Terms, and may also notify you through email or by providing a notice on our Site or Services. Unless stated otherwise, modifications are effective immediately upon posting, and continued use of the Site or Services will confirm your acceptance of the changes. If you do not agree to the amended Terms, please discontinue use of the Services.

2. Services

The “Xocolatl smart contracts” are open-source software programs deployed on a blockchain network, facilitating the minting of an over-collateralized stablecoin pegged to the MXN peso (“XOC”). Xocolatl Finance provides software interfaces that allow users to interact with the Xocolatl smart contracts. The primary purpose of the Site is to enable access to Xocolatl smart contracts and to provide relevant resources, including developer documentation, examples, and other Services related to Xocolatl.

Some Services offered by Xocolatl Finance or others within the Xocolatl ecosystem require payment or involve the use of blockchain infrastructure (“Distributed Ledger Technology”), which may incur fees, such as “gas” fees. You acknowledge that Xocolatl Finance has no control over transactions on the Distributed Ledger Technology, payment methods, or the actual completion of payments. Ensure you have a sufficient balance of blockchain network tokens at your address compatible with the Distributed Ledger Technology before initiating transactions.

By accessing or using the Services, you agree to:

  • Use the Services only for lawful purposes and in accordance with these Terms;
  • Provide accurate and up-to-date information;
  • Maintain the security of your wallet address; and
  • Acknowledge that no Xocolatl Finance entity or affiliate will be liable for any interactions or disputes between you and other users of the Services.

As a condition of use, you also agree not to:

  • Violate any applicable laws, including anti-money laundering, anti-terrorist financing, and privacy laws.
  • Infringe upon intellectual property rights or other third-party rights.
  • Misrepresent the source, accuracy, or reliability of content on the Site or Services.
  • Interfere with or disrupt the Services, or attempt unauthorized access to parts of the Site.

3. Privacy Policy

Please refer to our Privacy Policy at https://xocolatl.finance/privacy for information on how we collect, use, and share your data.

4. Proprietary Rights

Except for open-source software, as between you and Xocolatl Finance, Xocolatl Finance owns all intellectual property rights to the Site and Services. Xocolatl Finance grants you a limited, revocable, non-transferable license to access and use portions of the Site and Services, in compliance with these Terms.

Some Services may incorporate open-source components, and your use is subject to the relevant open-source licenses. You may not resell, lease, or share the Services, except as allowed by the open-source licenses.

Xocolatl Finance trademarks, names, logos, and other proprietary marks may be referenced only in a descriptive context and in a way that does not imply sponsorship or approval by Xocolatl Finance. Unauthorized use is prohibited.

Feedback provided by you to Xocolatl Finance may be freely used by Xocolatl Finance without obligation to you.

5. Changes, Suspension, Termination

The Xocolatl smart contracts operate independently and are intended to be decentralized. Xocolatl Finance may, at its discretion, modify, suspend, or terminate its Services for any reason, including security or technical issues. We are not liable for losses resulting from modifications or the suspension/termination of Services. These Terms will survive any such termination.

6. Electronic Notices

You agree to receive all communications from Xocolatl Finance electronically, including notices related to these Terms or the Services. Communications will be made available on the Site or sent to your registered email.

7. Exclusion of Consequential and Related Damages

Xocolatl Finance and its affiliates will not be held responsible for any incidental, indirect, or consequential damages related to using the Site, Services, or the Xocolatl Network, including loss of data, revenue, or other business or financial benefits. This applies to all possible legal theories, whether or not Xocolatl Finance was aware of potential damages, and remains in force even if any limited remedy fails.

8. Limitation of Liability

The maximum liability of Xocolatl Finance and its affiliates for any claims related to the Site, Services, or Xocolatl Network is limited to the fees paid by the user in the past 12 months prior to the claim. This limitation applies to all theories of liability, including contract, tort, and strict liability.

9. Release

By using the Site and Services, users release Xocolatl Finance and its affiliates from past, present, and future claims related to interactions on the platform, including disputes with other users or third-party services. This release includes a waiver of any protections under laws that might otherwise prohibit releasing unknown claims.

10. Dispute Resolution and Arbitration

Disputes with Xocolatl Finance must be resolved through individual arbitration under JAMS Rules in California, unless specifically exempted, such as for small claims. Class actions, class arbitrations, and representative actions are prohibited. Users are required to attempt informal resolution by contacting Xocolatl Finance before proceeding to arbitration. Either party can appeal arbitration awards only in the courts of the Cayman Islands. Users may opt out of arbitration within 30 days by providing written notice. If arbitration terms are found unenforceable for public injunctive relief, claims can proceed in civil court but remain stayed pending individual arbitration.

11. Governing Law

California law governs these Terms, excluding conflict of law rules. Intellectual property enforcement may be pursued in any appropriate jurisdiction, but other legal matters outside arbitration will be under Cayman Islands jurisdiction.

12. Miscellaneous

Xocolatl Finance retains any rights not specifically waived under these Terms, and its delay in exercising any right does not constitute a waiver. Any provision found invalid does not affect the rest of the Terms. Xocolatl Finance is not liable for issues due to external events beyond its control, such as natural disasters or government actions. Users cannot transfer their rights without Xocolatl Finance's consent, while Xocolatl Finance may freely assign its rights. These Terms comprise the entire agreement, superseding all prior understandings, and if there’s a conflict with another agreement, these Terms will control unless otherwise specified. Xocolatl Finance may sell XOC tokens occasionally for corporate purposes.