Terms of Use

Last updated Jun 25, 2024

THE PRODIGY INTERFACE (AS DEFINED BELOW) IS NOT AVAILABLE TO PERSONS OR ENTITIES WHO RESIDE IN, ARE LOCATED IN, ARE INCORPORATED IN, OR HAVE A REGISTERED OFFICE IN THE UNITED STATES OF AMERICA OR CANADA (COLLECTIVELY, “BLOCKED PERSONS”). MOREOVER, NO SERVICES (AS DEFINED BELOW) ARE OFFERED TO PERSONS OR ENTITIES WHO RESIDE IN, ARE CITIZENS OF, ARE LOCATED IN, ARE INCORPORATED IN, OR HAVE A REGISTERED OFFICE IN ANY RESTRICTED TERRITORY (AS DEFINED BELOW, AND ANY SUCH PERSON OR ENTITY FROM A RESTRICTED TERRITORY, A “RESTRICTED PERSON”). WE DO NOT MAKE EXCEPTIONS; THEREFORE, IF YOU ARE A BLOCKED PERSON, THEN DO NOT ATTEMPT TO USE THE PRODIGY’S INTERFACE AND IF YOU ARE A RESTRICTED PERSON, THEN DO NOT ATTEMPT TO USE ANY OF THE SERVICES. USE OF A VIRTUAL PRIVATE NETWORK (“VPN”) TO CIRCUMVENT THE RESTRICTIONS SET FORTH HEREIN IS PROHIBITED.

These terms of use, together with any documents and additional terms they expressly incorporate by reference, which includes any other terms and conditions or other agreement that Prodigy Trading Inc. and its affiliates (“Prodigy,” “we,” “us” and “our”) posts publicly or makes available to you or the company or other legal entity you represent (“you” or “your”) (collectively, these “Terms”), are entered into between Prodigy and you concerning your use of, and access to:

Prodigy’s websites, including Prodigy.fi ; web applications; mobile applications; and all associated sites linked thereto by Prodigy (collectively with any materials and services available therein, and successor website(s) or application(s) thereto, the “Site”);

all products and features available via the Site, including the order book, matching engine, smart contracts, decentralized applications, APIs and all other software that Prodigy or a third party has developed for trading blockchain-based assets (collectively, “Digital Assets”), including entering into derivatives contracts (“Derivatives Contracts”) related to Digital Assets, or exchanging one Digital Asset for another Digital Asset through the 0x API, and the computation and storage scalability service known as “StarkEx” (the “StarkEx Service”) (collectively the “Interface”); and

non-fungible tokens (“NFTs”) available in connection with the Interface, or registration for or attendance at events sponsored or hosted by Prodigy (collectively with the Site and the Interface, the “Services”).

Please read these Terms carefully, as these Terms govern your use of the Services. These Terms expressly cover your rights and obligations, and our disclaimers and limitations of legal liability, relating to your use of, and access to, the Services. By clicking “I agree” (or a similar language) to these Terms, acknowledging these Terms by other means, or otherwise accessing or using the Services, you accept and agree to be bound by and to comply with these Terms, including the mandatory arbitration provision in Section 15. If you do not agree to these Terms, then you must not access or use the Services.

Please carefully review the disclosures and disclaimers set forth in Section 12 in their entirety before using any software developed by Prodigy. The information in Section 12 provides important details about the legal obligations associated with your use of the Services. By accessing or using the Services, you agree that Prodigy does not provide execution, settlement, or clearing services of any kind and is not responsible for the execution, settlement, or clearing of transactions automated through the Services.

1. MODIFICATIONS TO THESE TERMS

We reserve the right, in our sole discretion, to modify these Terms from time to time. If we make changes, we will provide you with notice of such changes, such as by providing notice through the Services or updating the “Last Updated” date at the top of these Terms. Unless we state otherwise in our notice, all such modifications are effective immediately, and your continued use of the Services after we provide that notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, then you must stop using the Site and the Services.

2. USE OF SERVICES

Certainly! Here are the bluepoints rephrased for clarity:

2.1 Before accessing or using the Services, you affirm to Prodigy:

• If you’re an individual entering these Terms, you’re legally of age in your jurisdiction and have the capacity to agree to them.
• If you’re entering on behalf of an entity, you have the authority to bind that entity.
• You’re not a Blocked Person and aren’t accessing the Interface from the UAE or Canada, except for existing Canadian users until seven days post Wind-Down Date.
• You’re not located in Restricted Territories.
• You’re not designated as a Sanctioned Person.
• You won’t use VPNs or similar tools to circumvent Service restrictions.
• Your access complies with all Applicable Laws.

2.2 By accessing the Services, you acknowledge:

• Services may be temporarily inaccessible due to various reasons.
• Prodigy may disable or modify access for any breach of these Terms or if representations are inaccurate.
• Services may evolve, and changes may be made at Prodigy’s discretion.
• Pricing and data on the Site aren’t offers or recommendations.
• Prodigy isn’t your agent.
• You’re solely responsible for all Digital Asset transfers.
• Prodigy has no fiduciary duties to you.
• You’re responsible for reporting and paying taxes.
• Prodigy isn’t liable for transactions’ delivery, quality, legality, or completion by third parties.
• Promotions and Referrals may have separate terms.
• Prodigy may modify or eliminate discounts or aspects of Promotions and Referrals.

2.3 As a condition to accessing the Services, you agree:

• You’ll only transfer legally-obtained Digital Assets belonging to you.
• You’ll comply with all Applicable Laws.
• Digital Assets used are either owned by you or used with valid authorization.
• You’ll maintain accurate information and secure credentials.

2.4 To access Banxa Services, you acknowledge:

• Banxa Services are provided by Banxa and not Prodigy.
• Transactions involving cryptocurrency occur outside of the Site and Services.
• Value transmissions occur directly between your Blockchain address and Banxa.
• Blocked Persons can’t use Banxa Services with the Interface.
• Information provided to Banxa isn’t shared with Prodigy.
• Prodigy isn’t liable for transactions or transmissions between you and Banxa.

3.  FEES AND PRICE ESTIMATES

In connection with your use of the Services, unless expressly stated otherwise pursuant to a promotion operated by Prodigy, you are required to pay all fees necessary for interacting with the EVM-compatible blockchain, including “gas” costs, as well as all other fees reflected on the Site at the time of your use of the Services. Although we attempt to provide accurate fee information, this information reflects our estimates of fees, which may vary from the actual fees paid to use the Services and interact with the EVM-compatible blockchain.

4.  NO PROFESSIONAL ADVICE OR FIDUCIARY DUTIES

All information provided in connection with your access and use of the Services is for informational purposes only and should not be construed as professional advice. You should not take, or refrain from taking any action based on any information contained on the Site or any other information that we make available at any time, including blog posts, data, articles, links to third-party content, discord content, news feeds, tutorials, tweets, and videos. 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. The Terms are not intended to, and do not, create or impose any fiduciary duties on us. You further agree that the only duties and obligations that we owe you are those set out expressly in these Terms.

5. PROHIBITED ACTIVITY

You may not use the Services to engage in the categories of activity set forth below (“Prohibited Uses”). The specific activities set forth below are representative, but not exhaustive, of Prohibited Uses. If you are uncertain as to whether your use of the Services involves a Prohibited Use or have other questions about how these requirements apply to you, then please contact us at prodigy.fi. By using the Services, you confirm that you will not engage in any of the following Prohibited Uses:

• violate any Applicable Laws including any relevant and applicable anti-money laundering and anti-terrorist financing laws and sanctions programs, such as the Bank Secrecy Act and the U.S. Department of Treasury’s Office of Foreign Asset Controls;
• engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy, or any other proprietary right under Applicable Law, including sales, distribution or access to counterfeit music, movies, software or other licensed materials without the appropriate authorization from the rights holder; use of Prodigy’s or our licensors’ intellectual property, name or logo, including use of Prodigy’s trade, service or licensed marks, without express consent from Prodigy or in a manner that otherwise harms Prodigy; any action that implies an untrue endorsement by or affiliation with Prodigy;
• engage in improper or abusive trading practices, including, but not limited to, (a) any fraudulent act or scheme to defraud, deceive, trick or mislead; (b) trading ahead of another user of the Services or front-running; (c) fraudulent trading; (d) accommodation trading; (e) fictitious transactions; (f) pre-arranged or non-competitive transactions; (g) cornering, or attempted cornering, of any Derivatives Contracts or other Digital Assets; (h) violations of bids or offers; (i) wash trading (i.e., entering buy and sell orders at or about the same price, volume, and time for the purpose of generating trading volume); (j) manipulation (i.e., trading for the purposes of affecting the market price of a Digital Asset and creating an artificial price); (k) spoofing (i.e., placing buy or sell orders without a bona fide intent to transact and with the intent to cancel before execution); (l) knowingly making any bid or offer for the purpose of making a market price that does not reflect the true state of the market; (m) entering orders for the purpose of entering into transactions without a net change in either party’s open positions but a resulting profit to one party and a loss to the other party, commonly known as a “money pass;” or (n) any other trading activity that, in the reasonable judgment of Prodigy, is abusive, improper or disruptive to the operation of the Interface.
• use the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Services, or that could damage, disable, overburden, or impair the functioning of the Site or the Services in any manner;
• circumvent any content-filtering techniques, security measures or access controls that Prodigy employs on the Site, including through the use of a VPN;
• use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access the Services, to extract data, or to introduce any malware, virus, Trojan horse, worm, logic bomb, drop-dead device, backdoor, shutdown mechanism or other harmful material into the Site or the Services;
• provide false, inaccurate, or misleading information while using the Services or engage in activity that operates to defraud Prodigy, other users of the Services or any other person;
• use or access the Services to transmit or exchange Digital Assets that are the direct or indirect proceeds of any criminal or fraudulent activity, including terrorism or tax evasion;
• use the Services in any way that is, in our sole discretion, libelous, defamatory, profane, obscene, pornographic, sexually explicit, indecent, lewd, vulgar, suggestive, harassing, stalking, hateful, threatening, offensive, discriminatory, bigoted, abusive, inflammatory, fraudulent, deceptive or otherwise objectionable, or likely or intended to incite, threaten, facilitate, promote, or encourage hate, racial intolerance or violent acts against others;
• use the Services from a jurisdiction (including an IP address in a jurisdiction) that we have, in our sole discretion, determined is a jurisdiction where the use of the Site, the Interface or the Services is prohibited, including any Blocked Countries or any Restricted Territory;
• harass, abuse or harm another person, including Prodigy’s employees and service providers;
• impersonate another user of the Services or otherwise misrepresent yourself;
• engage or attempt to engage, or encourage, induce or assist any third party to engage or attempt to engage in any of the activities prohibited under this Section 5 or any other provision of these Terms.

6. CONTENT

You hereby grant to us a royalty-free, fully paid-up, sublicensable (through multiple tiers), transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, copy, modify, create derivative works of, display, perform, publish and distribute, in any form, medium or manner, any content that is available to other users as a result of your use of the Site or the Services (collectively, “Your Content”), including for promoting Prodigy or the Services. You represent and warrant that (a) you own Your Content or have the right to grant the rights and licenses in these Terms; and (b) Your Content and our use of Your Content, as licensed herein, does not and will not violate, misappropriate or infringe on any third party’s rights.

7. PROPRIETARY RIGHTS

7.1.You acknowledge that certain aspects of the Services may use, incorporate or link to certain open-source components and that your use of the Services is subject to, and you will comply with, any applicable open-source licenses that govern any such open-source components (collectively, the “Open-Source Licenses”). Without limiting the generality of the foregoing, you may not (a) resell, lease, lend, share, distribute, or otherwise permit any third party to use the Services; (b) use the Services for time-sharing or service bureau purposes; or (c) otherwise use the Services in a manner that violates the Open-Source Licenses.

7.2.Excluding third-party software that the Services incorporates, as between you and Prodigy, Prodigy owns the Services, including all technology, content and other materials used, displayed or provided on the Site or in connection with the Services (including all intellectual property rights subsisting therein, whether or not subject to the Open-Source Licenses), and hereby grants you a limited, non-exclusive, revocable, non-transferable, non-sublicensable license to access and use those portions of the Site and the Services that are proprietary to Prodigy and not available pursuant to the Open-Source Licenses.

7.3.Any of Prodigy’s product or service names, logos, and other marks used on the Site or as a part of the Services including Prodigy’s name and logo are trademarks owned by Prodigy or our licensors You may not copy, imitate, or use them without the prior written consent of Prodigy or the applicable licensors, and these Terms do not grant you any rights in those trademarks. You may not remove, obscure, or alter any legal notices displayed in or along with the Site or the Services.

7.4.The Services are non-custodial. When you deposit Digital Assets into any smart contract available on the Interface, you are not transferring Digital Assets to Prodigy, and you retain control over those Digital Assets at all times. The private key associated with the Blockchain address from which you transfer Digital Assets or the private key associated with the Layer 2 Service Account (STARK key) is the only private key that can control the Digital Assets you transfer into the smart contracts available on the Interface.

8. LINKS

The Services or third parties may provide, links to other World Wide Web or accessible sites, applications, or resources. You acknowledge and agree that Prodigy is not responsible for the availability of such external sites, applications or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Company will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods, or services available on or through any such site or resource.

9. MODIFICATION, SUSPENSION, AND TERMINATION

We reserve the right, at our discretion and without prior notice, to modify, suspend, or permanently discontinue the Services (or any part thereof) for any reason, including restricting transactions to closing only open Derivatives Contracts. Upon termination of your access, your right to use the Services will cease immediately. We are not liable for any losses you may incur due to such modifications, suspensions, or terminations of the Services or your access. Sections 7 and 9 through 17 of these Terms will remain in effect after termination of your access to the Site or Services, as required by law or their nature.

10. RISKS

10.1.By accessing or using the Services , you understand and agree to the inherent risks associated with cryptographic systems and blockchain-based networks; Digital Assets, including the usage and intricacies of native Digital Assets, like ether (ETH); smart contract-based tokens, including fungible tokens and NFTs; and systems that interact with blockchain-based networks. Prodigy does not own or control any of the underlying software through which blockchain networks are formed. In general, the software underlying blockchain networks, including the EVM-compatible blockchain, is open source, such that anyone can use, copy, modify, and distribute it. By using the Services, you acknowledge and agree (a) that Prodigy is not responsible for the operation of the blockchain-based software and networks underlying the Services, (b) that there exists no guarantee of the functionality, security, or availability of that software and networks, and (c) that the underlying blockchain-based networks are subject to sudden changes in operating rules, such as those commonly referred to as “forks,” which may materially affect the Services. Blockchain networks use public and private key cryptography. You alone are responsible for securing your private key(s). We do not have access to your private key(s). Losing control of your private key(s) will permanently and irreversibly deny you access to Digital Assets on the EVM-compatible blockchain or other blockchain-based networks. Neither Prodigy nor any other person or entity will be able to retrieve or protect your Digital Assets. If your private key(s) are lost, then you will not be able to transfer your Digital Assets to any other blockchain address or wallet. If this occurs, then you will not be able to realize any value or utility from the Digital Assets that you may hold.

10.2.You acknowledge and understand that the Services and your Digital Assets could be impacted by one or more regulatory inquiries or regulatory actions, which could impede or limit the ability of Prodigy to continue to make available our proprietary software and could impede or limit your ability to access or use the Services.

10.3.You acknowledge and understand that cryptography is a progressing field with advances in code cracking or other technical advancements, such as the development of quantum computers, which may present risks to Digital Assets and the Services, and could result in the theft or loss of your Digital Assets. To the extent possible, the smart contracts available on the Interface will be updated to account for any advances in cryptography and to incorporate additional security measures necessary to address risks presented from technological advancements, but that intention does not guarantee or otherwise ensure full security of the Services.

10.4.You understand that the EVM-compatible blockchain remains under development, which creates technological and security risks when using the Services in addition to uncertainty relating to Digital Assets and transactions therein. You acknowledge that the cost of transacting on the EVM-compatible blockchain is variable and may increase at any time causing impact to any activities taking place on the EVM-compatible blockchain, which may result in price fluctuations or increased costs when using the Services.

10.5.You acknowledge that the Services are subject to flaws and that you are solely responsible for evaluating any code provided relating to the Services. This warning and other warnings that Prodigy provides in these Terms are in no way evidence or represent an on-going duty to alert you to all of the potential risks of utilizing the Services.

10.6.Although we intend to provide accurate and timely information and data on the Site and during your use of the Services, the Site and other information available when using the Services may not always be entirely accurate, complete, or current and may also include technical inaccuracies or typographical errors. To continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including information regarding our policies. Accordingly, you acknowledge and understand that you should verify all information before relying on it, and all decisions based on information contained on the Site or as part of the Services are your sole responsibility. No representation is made as to the accuracy, completeness, or appropriateness for any particular purpose of any pricing information distributed via the Site or otherwise when using the Services. Prices and pricing information may be higher or lower than prices available on platforms providing similar services.

10.7.Any use or interaction with the Services requires a comprehensive understanding of applied cryptography and computer science to appreciate the inherent risks, including those listed above. You represent and warrant that you possess relevant knowledge and skills. Any reference to a type of Digital Asset on the Site or otherwise during the use of the Services does not indicate our approval or disapproval of the technology on which the Digital Asset relies, and should not be used as a substitute for your understanding of the risks specific to each type of Digital Asset.

10.8.Use of the Services in particular for entering into Derivatives Contracts may carry financial risk. Digital Assets, especially in connection with Derivatives Contracts, are, by their nature, highly experimental, risky, and volatile. Transactions entered into in connection with the Services are irreversible, final and there are no refunds. You acknowledge and agree that you will access and use the Services at your own risk. The risk of loss in trading Digital Assets, especially entering into Derivatives Contracts, can be substantial. You should, therefore, carefully consider whether such trading is suitable for you in light of your circumstances and financial resources. By using the Services, you represent and warrant that you have been, are, and will be solely responsible for making your independent appraisal and investigations into the risks of a given transaction and the underlying Digital Assets, including Derivatives Contracts. You represent that you have sufficient knowledge, market sophistication, professional advice, and experience to make your evaluation of the merits and risks of any transaction conducted in connection with the Services or any Digital Asset. You accept all consequences of using the Services, including the risk that you may lose access to your Digital Assets indefinitely. All transaction decisions are made solely by you. Notwithstanding anything in these Terms, we accept no responsibility whatsoever for, and will in no circumstances be liable to you for any loss or injury sustained by you or any third parties in connection with, your use of the Services for performing Digital Asset transactions, including entering into Derivatives Contracts.

10.9.We must comply with Applicable Law, which may require us to, upon request by government agencies, take certain actions or provide information. You acknowledge and understand that Prodigy may in its sole discretion take any action it deems appropriate to cooperate with government agencies or comply with Applicable Law.

10.10.You understand that the Layer 2 Service remains under development, which creates technological, trading, and other risks when using the Services. These risks include, among others, delays in trades, withdrawals, and deposits resulting from the servers of Prodigy or the operator of the Layer 2 Services being offline; an incorrect display of information on the Site in the case of server errors; or transactions using the Services being rolled back in the case of server errors. You acknowledge that these risks may have a material impact on your transactions using the Services, which may result in, among other things, failing to fulfill transactions at your desired price or at all.

10.11.You understand that you are responsible for all trades you place, including any erroneous orders that may be filled. We do not take any action to resolve erroneous trades that result from your errors.

10.12.You hereby assume the risks set forth in this Section 10 and Section 2, and acknowledge and agree that Prodigy will have no responsibility or liability for the risks set forth in this Section 10. You hereby irrevocably waive, release and discharge all claims, whether known or unknown to you, against Prodigy and our shareholders, members, directors, officers, employees, agents, and representatives, suppliers, and contractors (“Representatives”) related to any of the risks set forth in this Section 10 and Section 2.

11. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless Prodigy and our Representatives (collectively referred to as “Indemnified Parties”) from any claim, demand, lawsuit, action, proceeding, investigation, liability, damage, loss, cost, or expense, including reasonable attorneys’ fees, arising from (a) your use of the Services or conduct related to them; (b) Digital Assets linked to your Blockchain address; (c) any feedback or user content you provide regarding the Services; (d) your breach of these Terms; or (e) your infringement or misappropriation of another person’s rights. If you are obligated to indemnify any Indemnified Party, Prodigy (or, at our discretion, the relevant Indemnified Party) has the right to control any legal action or proceeding and to decide whether Prodigy wishes to settle, and if so, on what terms. You agree to cooperate with Prodigy in defending against such claims.

12. DISCLOSURES; DISCLAIMERS

12.1Prodigy develops software but does not operate a Digital Asset or derivatives exchange platform, nor does it provide trade execution or clearing services. Prodigy has no oversight, involvement, or control over transactions conducted using the Services. Transactions between users on the Interface are peer-to-peer and directly executed between their Blockchain addresses via smart contracts. You are responsible for adhering to all Applicable Laws governing your Digital Assets. Due to restrictions under the Commodity Exchange Act and regulations by the U.S. Commodity Futures Trading Commission (“CFTC”), Derivatives Contracts using the Services are prohibited for Blocked Persons.

12.2You understand that Prodigy is not registered or licensed by any regulatory agency or authority. No such agency or authority has reviewed or approved the use of the Services.

12.3To the maximum extent permitted under Applicable Law, the Services (and any of their content or functionality) provided by or on behalf of us are provided on an “AS IS” and “AS AVAILABLE” basis, and we expressly disclaim, and you hereby waive, any representations, conditions or warranties of any kind, whether express or implied, legal, statutory or otherwise, or arising from statute, otherwise in law, course of dealing, or usage of trade, and whether or not known or discoverable, including the implied or legal warranties and conditions of merchantability, merchantable quality, quality or fitness for a particular purpose, title, security, availability, reliability, accuracy, quiet enjoyment and non-infringement of third party rights. Without limiting the foregoing, we do not represent or warrant that the Services (including any data relating thereto) will be uninterrupted, available at any particular time, or error-free. Further, we do not warrant that errors in the Services are correctable or will be correctable.

12.4You acknowledge that data you provide while accessing or using the Services may become irretrievably lost or corrupted or temporarily unavailable due to a variety of causes, and agree that, to the maximum extent permitted under Applicable Law, we will not be liable for any loss or damage caused by denial-of-service attacks, software failures, viruses or other technologically harmful materials (including those which may infect your computer equipment), protocol changes by third-party providers, Internet outages, force majeure events or other disasters, scheduled or unscheduled maintenance, or other causes either within or outside of our control.

13. LIMITATION OF DAMAGES; EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES

13.1Without limitation of any other provision of these Terms, you hereby agree that neither Prodigy nor any of its Representatives will have any responsibility or liability whatsoever for any loss or injury sustained by you or any third parties as a result of (i) any equipment or technology or other infrastructure delay, inaccessibility, or malfunctions; (ii)periodic maintenance procedures or repairs that Prodigy or any of our suppliers or contractors may undertake from time to time; (iii) causes beyond Prodigy’s control or that Prodigy could not reasonably foresee; (iv) disruptions and temporary or permanent unavailability of underlying blockchain infrastructure; or (v) unavailability of third-party service providers or external partners for any reason. Under no circumstances will Prodigy or its Representatives have any liability for any such loss or injury caused by any of the foregoing events, including but not limited to any obligation to cover or reimburse any damages or losses caused by such events. You expressly acknowledge that any risk of loss resulting from such events shall be borne by you, and you expressly assume any and all such risks.

13.2In no event will Prodigy our suppliers and contractors, and Prodigy’s or our suppliers’ and contractors’ respective stockholders, members, directors, officers, managers, employees, attorneys, agents, representatives, suppliers and contractors (collectively, the “Risk Limited Parties”) be liable for any incidental, indirect, special, punitive, consequential or similar damages or liabilities whatsoever (including damages for loss of fiat, assets, data, information, revenue, opportunities, use, goodwill, profits or other business or financial benefit) arising out of or in connection with the Services (and any of their respective content and functionality), any execution or settlement of a transaction, any performance or non-performance of the Services, your Digital Assets, Derivatives Contracts or any other product, service or other item provided by or on behalf of Prodigy, whether under contract, tort (including negligence), civil liability statute strict liability breach of warranties or under any other theory of liability and whether or not we have been advised of, knew of or should have known of the possibility of such damages and, notwithstanding any failure of the essential purpose of these Terms or any limited remedy hereunder, nor is Prodigy in any way responsible for the execution or settlement of transactions between users of the Services.

14. LIMITATION OF LIABILITY

Without limitation of any provision of these Terms, in the event that Prodigy or any related party is found liable under these Terms, the aggregate liability of Prodigy (together with our equity owners, members, directors, managers, officers, employees, attorneys, agents, representatives, suppliers, or contractors), arising out of or in connection with your use of the Services (and any of their content and functionality), any performance or nonperformance of the Services, your Digital Assets, Derivatives Contracts or any other product, service or other item provided by or on behalf of Prodigy, whether under contract, tort (including negligence), civil liability, statute, strict liability or other theory of liability, will not exceed the amount of fees paid by you to Prodigy under these Terms, if any, in the two (2) month period immediately preceding the event giving rise to the claim for liability.

15. DISPUTE RESOLUTION AND ARBITRATION

Please carefully review this section as it may significantly affect your legal rights, including your ability to initiate a lawsuit against Prodigy in any court or governing authority. Except as expressly stated below, this section requires you to resolve any dispute, claim, or disagreement (“Dispute”) arising from these Terms or the Services through binding individual arbitration. This requirement applies to Disputes that arose before these Terms took effect, as well as those arising after their termination.

You and Prodigy agree that any Dispute related to these Terms or the Services is personal to you and Prodigy, and must be resolved solely through individual arbitration. Disputes cannot be pursued as class arbitrations, class actions, or any other form of representative proceeding.
This section does not prevent you or Prodigy from filing an individual action for damages in a small claims court, if the claim qualifies and remains within the court’s jurisdiction, or from seeking injunctive or other equitable relief in court for alleged infringement or misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).

Except as provided above, you and Prodigy waive your rights to a trial by judge or jury, or to have any Dispute related to these Terms or the Services resolved in court. Instead, if you have a Dispute with Prodigy or concerning the Services, you agree to first attempt to resolve it informally by sending a written claim notice (“Notice”) to Prodigy by email at Prodigy.fi. The Notice must include (a) your name, residence address, email address, and telephone number; (b) a description of the claim’s nature and basis; and (c) the specific relief sought. Prodigy will send a similar notice to you. If the Dispute cannot be resolved within thirty (30) days of receipt of the Notice, either party may submit it to binding arbitration administered by DIAC or, as provided above, to court under limited circumstances. All disputes submitted to DIAC will be resolved through confidential, binding arbitration before a single arbitrator, conducted in UAE, under the DIAC Streamlined Arbitration Rules and Procedures (“DIAC Rules”). You acknowledge that you have read and understand the DIAC Rules or waive your opportunity to do so, and waive any claim that the DIAC Rules are unfair or should not apply for any reason.

You and Prodigy agree that these Terms affect interstate commerce and that the Federal Arbitration Law (“FAL”), will substantively and procedurally govern the enforceability of this Section 15 to the maximum extent permitted by applicable law. Under the FAL and the DIAC Rules, the arbitrator has exclusive authority to make procedural and substantive decisions regarding the Dispute, including awarding remedies available in court. The arbitrator may only conduct individual arbitration and may not consolidate claims from multiple individuals or preside over class or representative proceedings.

The arbitrator, Prodigy, and you will maintain the confidentiality of arbitration proceedings, awards, and all information related to the Dispute. The arbitrator may issue rulings to protect confidentiality, except as required by law. This confidentiality duty does not apply to preparation or conduct of arbitration hearings, court applications for preliminary remedies, judicial challenges to arbitration awards or their enforcement, or disclosures required by law or judicial decision.

For arbitrations you initiate, you agree to pay DIAC filing fees and all other arbitration costs and fees. If Prodigy initiates arbitration, Prodigy will cover all DIAC fees and costs. You and Prodigy agree that California state and federal courts in UAE have exclusive jurisdiction over enforcing arbitration awards.

Any claim related to these Terms or the Services must be filed within one (1) year of the claim’s occurrence; otherwise, the claim is permanently barred, meaning you and Prodigy forfeit the right to assert it.

If any portion of this Section 15 is found unenforceable or unlawful for any reason, (a) the unenforceable provision will be severed; (b) severance will not affect the remaining Section 15 or the parties’ ability to compel arbitration of remaining claims on an individual basis; and (c) claims requiring class, collective, consolidated, or representative resolution will be litigated in civil court, with litigation stayed pending arbitration outcomes. If any part of Section 15 prohibits individual claims seeking public injunctive relief, that provision won’t apply to such relief sought outside of arbitration, leaving the remainder of Section 15 enforceable.

16. GOVERNING LAW

The interpretation, enforcement, and any Dispute arising from or related to these Terms or the Services will be governed by, construed, and enforced under the laws of the UAE, without regard to its conflict of law principles. You agree that we may initiate legal action related to the enforcement or validity of our intellectual property rights in any court with jurisdiction. For any other disputes not subject to arbitration under these Terms, exclusive jurisdiction for proceedings will lie in the state and federal courts located in UAE. You waive any objection to venue in these courts.

17. GENERAL INFORMATION

17.1.Please refer to our privacy policy, which is incorporated herein by reference and available at prodigy.fi, for information about how we collect, use, share and otherwise process information about you.

17.2.You consent to receive all communications, agreements, documents, receipts, notices, and disclosures electronically (collectively, our “Communications”) that we provide in connection with these Terms or any Services. You agree that we may provide our Communications to you by posting them on the Site, by emailing them to you at the email address you provide in connection with using the Services, if any, or by Telegram at the username you provided to us during the course of your use of the Services. You should maintain copies of our Communications by printing a paper copy or saving an electronic copy. You may also contact us with questions, complaints, or claims concerning the Services at Prodigy,fi.

17.3.Any right or remedy of Prodigy set forth in these Terms is in addition to, and not in lieu of, any other right or remedy whether described in these Terms, under Applicable Law, at law, or in equity. The failure or delay of Prodigy in exercising any right, power, or privilege under these Terms will not operate as a waiver thereof.

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

17.5.We will have no responsibility or liability for any failure or delay in performance of any of the Services, or any loss or damage that you may incur, due to any circumstance or event beyond our control, including any flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, or equipment or software malfunction.

17.6.You may not assign or transfer any right to use the Services, or any of your rights or obligations under these Terms, without our express prior written consent, including by operation of law or in connection with any change of control. We may assign or transfer any or all of our rights or obligations under these Terms, in whole or in part, with or without notice or obtaining your consent or approval.

17.7.Except to the extent otherwise provided or unless the context otherwise requires, for the purposes of these Terms: (a) headings of sections are for convenience only and will not be used to limit or construe such sections; (b) whenever the words “include,” “includes” or “including” are used in these Terms, they are deemed to be followed by the words “without limitation”; and (c) the use of “or” is not intended to be exclusive.

17.8.These Terms contain the entire agreement between you and Prodigy, and supersede all prior and contemporaneous understandings between the parties with respect to the Services.

17.9.In the event of any conflict between these Terms and any other agreement you may have with us, these Terms will control unless such other agreement specifically identifies these Terms and declares that such other agreement supersedes these Terms.

17.10.ou agree that, except as otherwise expressly provided in this Agreement, there is no third-party beneficiaries to the Agreement other than the Indemnified Parties.

18. APPLE-ENABLED SOFTWARE

With respect to the mobile application that is made available by Prodigy for your use in connection with an Apple-branded product (the “Apple-Enabled Software”), in addition to the other terms and conditions set forth in these Terms, the following terms and conditions apply:

Prodigy and you acknowledge that these Terms are concluded only between Prodigy and you, and not with Apple Inc. or its affiliates (collectively, “Apple”), and that as between Prodigy and Apple, Prodigy, not Apple, is solely responsible for the Apple-Enabled Software and the content thereof.

You may not use the Apple-Enabled Software in any manner that is in violation of or inconsistent with the Usage Rules set forth for Apple-Enabled Software in, or otherwise be in conflict with, the Apple Media Services Terms and Conditions (the “Usage Rules”).

Your license to use the Apple-Enabled Software is limited to a non-transferable license to use the Apple-Enabled Software on an iOS product that you own or control, as permitted by the Usage Rules.

Apple has no obligation whatsoever to provide any maintenance or support services with respect to the Apple-Enabled Software.

Apple is not responsible for any product warranties, whether express or implied by law. In the event of any failure of the Apple-Enabled Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple-Enabled Software, if any, to you; and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Enabled Software, or any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty, which will be Prodigy’s sole responsibility, to the extent it cannot be disclaimed under applicable law.

Prodigy and you acknowledge that Prodigy, not Apple, is responsible for addressing any claims of you or any third party relating to the Apple-Enabled Software or your possession or use of that Apple-Enabled Software, including: (a) product liability claims; (b) any claim that the Apple-Enabled Software fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection, privacy, or similar legislation.

In the event of any third-party claim that the Apple-Enabled Software or your possession and use of that Apple-Enabled Software infringes that third party’s intellectual property rights, as between Prodigy and Apple, Prodigy, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim.

You represent and warrant that (i) you are not located in a country that is subject to a UAE government embargo, or that has been designated by the UAE government as a “terrorist supporting” country; and (ii) you are not listed on any UAE government list of prohibited or restricted parties.

You must comply with applicable third-party terms of agreement when using the Apple-Enabled Software, including your wireless data service agreement.

Prodigy and you acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms with respect to the Apple-Enabled Software, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you with respect to the Apple-Enabled Software as a third-party beneficiary thereof.

If you have any questions, complaints, or claims with respect to the Apple-Enabled Software, the foregoing should be directed to Prodigy in accordance with Section 17.2.