Terms of Use

Please read these Terms of Use ("Terms") carefully before interacting with or otherwise using the website at https://cuneiformassets.io including any content, tools, applications, services, or features (the "Website").

These Terms (and any other terms or policies referenced in these Terms) govern your use of the Website and apply to you and each individual, entity, group, or association (each and collectively, "you", "your") who views, interacts with, links to, or otherwise uses the Website. Any use of the Website serves as your acceptance of these Terms. You agree to comply with all of these Terms.

Any airdrop participation is governed by separate Airdrop Terms which shall prevail in case of conflict with these Terms of Use.

If you do not meet the eligibility requirements set forth in Section 2, or are otherwise not in compliance with these Terms, you must not interact with, or access, or otherwise use the Website.

Please read the binding arbitration provision and class action waiver in Section 6 below, both of which impact your rights as to how disputes are resolved and limit the manner in which you can seek relief from us. You will be permitted to pursue claims against us or our agents only on an individual basis and not as a plaintiff or class member in any class or representative action or proceeding, and you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis. Applicable law may permit you to opt out of these arbitration provisions within a brief amount of time after you accept these Terms. In either case, the provisions of Section 6.8, "governing law", will apply.

We may change, add, remove, or modify these Terms including any provisions in these Terms, at any time in our sole discretion. If we do, we will post the changes on this page and will indicate at the top of this page the date these Terms were last revised. It is your responsibility to check these Terms periodically for changes, and we encourage you to do so regularly. Your continued use of the Website following the posting of changes indicates your agreement to and acceptance of the changes.

We may change or discontinue all or any part of the Website, at any time and without notice, at our sole discretion.

"Cuneiform Assets", "we", "our", or "us" means Cuneiform Assets Limited, a British Virgin Islands business company with limited liability and having its registered office situated at c/o SHRM Trustees (BVI) Limited of Trinity Chambers, PO Box 4301, Road Town, Tortola, the British Virgin Islands.

You might want to interact with the Babylon Bitcoin staking protocol, the Babylon time-stamping protocol, and Babylon Genesis and its native token BABY (the "Babylon Protocols"), and other publicly available protocols and networks such as the Bitcoin protocol (together with the Babylon Protocols, the "Protocols"). Anyone with internet access and technical sophistication can interact directly with these Protocols.

Know Your Protocols. By interacting with the Protocols, you can access their functionalities, for example, to self-authorize a staking transaction handled by the Protocols. You should research and understand the Protocols before using them. You can review their software source codes that are freely licensed to the public and available at GitHub. We do not operate or control the Protocols, or their validators or finality providers.

Bring Your Own Wallet. You will need to use a third-party crypto wallet provider if you want to utilize some of the Protocols in connection with Bitcoin, cryptocurrency, or blockchain tokens ("Digital Assets"). You are solely responsible for your custody of your Digital Assets and the cryptographic private keys to the Digital Asset wallets you hold. You should never share your private keys, wallet credentials, or seed phrase with anyone. Our support for or announcements of compatibility with wallet applications, devices, or other third-party applications is not an endorsement or recommendation of such applications or devices, or a warranty, guarantee, promise, or assurance regarding their fitness or security. We are not and will not be responsible or liable for any claims, damages, losses or liabilities whatsoever resulting from the compromise of your wallet or your Digital Assets or their loss.

Fees. We do not collect any compensation from you for use of the Website in accordance with these Terms. However, you will need to pay network fees to have transaction messages delivered through the Protocol and results recorded on the appropriate blockchain.

Your Keys, Your Coins. The Website is provided by us and the Babylon Protocols were developed by one or more of our company affiliates and paid licensors (each and collectively, a "Provider") as well as a community of contributors. Provider is not an agent or intermediary. Provider does not store, have access to or control over any of your Digital Assets, private keys, passwords, accounts or other property of yours. Provider is not capable of performing transactions or sending transaction messages on your behalf. Provider does not hold or have the ability to purchase, sell or trade any of your Digital Assets. All transactions relating to the Protocol are executed and recorded solely through your interactions with the respective blockchains. The interactions are not under the control of or affiliated with Provider.

You are not eligible to access or use any Service, and you represent and warrant that you will not access or use any of the Website:

a) unless you are at least 18 years old and have the legal capacity to consent and agree to be bound by these Terms;

b) unless you have the technical knowledge necessary or advisable to understand and evaluate the risks of using the Website and the Protocols;

c) by employing any device, scheme or artifice to defraud, or otherwise materially mislead, any person;

d) in connection with any cyberattack including any 'sybil attack', 'DoS attack', 'griefing attack', virus deployment, or theft;

e) to commit any violation of applicable laws, rules or regulations in your relevant jurisdiction;

f) for any activity that involves data mining, robots, scraping or similar data gathering or extraction methods of content or information from any of our Website;

We reserve the right, in our sole discretion, to determine the eligibility of users for the Protocols (to the extent that we have the capability do so) and the Website. We reserve the right to cease your access or use of the Website at any time, change any indication or rating by us of your participation, at any time without notice, in our sole discretion and for no reason or any reason whatsoever, including for breach of these Terms.

You acknowledge, agree to, and assume the following risks and matters:

Digital Assets Risk. Digital Assets, including cryptocurrencies and tokens, carry significant risks that users must fully understand before engaging in any transactions. These risks include, but are not limited to, extreme price volatility, potential loss of access due to forgotten passwords or misplaced private keys, cybersecurity threats such as hacking or phishing, and the possibility of irreversible transactions. Additionally, the legal and regulatory landscape for Digital Assets is complex and evolving, meaning that laws governing their use, taxation, and compliance obligations may change unexpectedly and vary by jurisdiction. Fraud, scams, and market manipulation are also prevalent concerns in the Digital Asset space.

Protocol Risks. The Protocols, including Babylon Genesis, are developing decentralized protocols and the economic mechanisms described on the Website are subject to change based on decisions made by the larger community of builders and users. The Protocols rely upon third parties to adopt and implement software and protocols as users and contributors of the Protocols. They also rely, in whole or partly, on third parties to develop, supply and otherwise support them. There is no assurance or guarantee that such third parties will continue to participate in the Protocol or that the Protocol will continue to function as intended.

Technology Risks. Risks related to blockchain technology in general and Babylon Genesis in particular may impact the usefulness of Babylon Genesis, and, in turn, the utility or value of BABY. The software and hardware, technology and technical concepts and theories applicable to Babylon Genesis and BABY are still in an early development stage and unproven, there is no warranty that Babylon Genesis will achieve any specific level of functionality or success, nor that the underlying technology will be uninterrupted or error-free.

The Website and any content on it, as well as the Protocols are provided on an "AS IS" and "AS AVAILABLE" basis. Your access and use of the Website and Protocols are at your own risk. There is no representation or warranty that access to the Website or Protocols will be continuous, uninterrupted, timely, or secure; that the information contained in the Website will be accurate, reliable, complete, or current, or that the Website or any information on it, or Protocols will be free from errors, defects, viruses, or other harmful elements.

No advice, information, or statement made in connection with the Website or Protocols should be treated as creating any warranty concerning the Website or Protocols. There is no endorsement, guarantee, or assumption of responsibility for any advertisements, offers, or statements made by third parties concerning the Website or Protocols.

This Website and the information contained herein, including any crypto-asset whitepaper published on or accessible through this website (the "Whitepaper"), are provided for general informational purposes only. The Website is not directed at, and is not intended to solicit, engage, or otherwise target, residents of the European Union or any other jurisdiction, except to the limited extent necessary to comply with Regulation (EU) 2023/1114 on Markets in Crypto-Assets ("MiCA") in relation to the publication of the Whitepaper.

The Whitepaper is made available solely to satisfy the disclosure requirements set out in MiCA and only for persons who, under MiCA, have the right to receive such information. No person may ever rely on the Whitepaper or its contents for any purpose other than exercising rights or protections afforded to them personally under MiCA. Accessing, downloading, or using the Whitepaper does not create any contractual relationship, offer, solicitation, or advisory engagement between you and the issuer, any person seeking admission to trading or any affiliated entity.

By accessing this Website and the Whitepaper, you represent that you are not prohibited under the laws of your jurisdiction from doing so and that you understand and accept that the Whitepaper is not a prospectus, does not constitute an offer of securities or other regulated financial instruments, and should not be used as the basis for any investment decision except as permitted under MiCA.

Except to the extent otherwise required by applicable law, under no circumstances will any of the Provider Parties be responsible or liable under any theory of liability, whether based in tort, contract, negligence, strict liability, warranty, or otherwise, for any damages of any kind arising from or relating to these Terms or the Website, including but not limited to direct, indirect, economic, exemplary, special, punitive, incidental, or consequential losses or damages of any kind, including without limitation, loss of profits.

Except to the extent otherwise required by applicable law, if, notwithstanding the other provisions of these Terms, any of the Provider Parties is found to be liable to you for any damages or losses which arise from or relate to these Terms or the Website, the total aggregate liability of the Provider Parties for any and all such claims, regardless of the form of action, is limited to one hundred US dollars (US$100.00).

6.1. PLEASE READ THIS CLAUSE CAREFULLY BECAUSE IT LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF.

Please read the arbitration provisions in this Section 6 of these Terms of Use carefully (the "Arbitration Agreement"). It requires you to arbitrate disputes with us and all of our respective officers, directors, employees, agents, and representatives (collectively, the "Cuneiform Parties") and limits the manner in which you can seek relief.

6.2. Informal Dispute Resolution

There might be instances when a dispute arises between you and the Cuneiform Parties arising from or related to the Website or any information provided through the website ("Dispute"). If that happens, you may send a written Notice of Dispute by email to us at [email protected] ("Notice"). The Notice must describe the nature and basis of the Dispute and set forth the specific relief sought.

If we do not resolve the Dispute set out in the notice within sixty (60) calendar days from the date of receipt, you or we may commence an arbitration proceeding. Both of us agree that this dispute resolution procedure is a condition precedent which must be satisfied before initiating any arbitration against the other party.

6.3. Applicability of Arbitration Agreement

All unresolved disputes, claims, or controversies arising out of or relating to any information provided through the website or any other acts or omissions for which you may claim that we are liable, including, but not limited to, any dispute, claim, or controversy as to arbitrability, will be finally and exclusively settled by arbitration administered by the London Court of International Arbitration ("LCIA") under the LCIA Arbitration Rules in force at the time of the filing for arbitration of such dispute. This Arbitration Agreement will survive any termination of these Terms of Use.

6.4. Additional Terms of the Arbitration

The following terms apply to any arbitration proceedings commenced under this Agreement:

• The arbitration will be held before a single neutral arbitrator, unless either party requests three arbitrators, in which case it will be held before three neutral arbitrators.
• The arbitration will be conducted in the English language.
• The arbitration will be held in the Cayman Islands and the Cayman Islands will be deemed the 'seat of arbitration'.
• All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement.
• Any judgment or award made or rendered by the arbitrator(s) may be entered in any court of competent jurisdiction as necessary.
• The parties will keep the arbitration proceedings confidential and not disclose any information regarding the arbitration to any third party except as follows. The existence of the arbitration, any nonpublic information provided in the arbitration, and any submissions, orders or awards made in the arbitration (together, the "Confidential Information") will not be disclosed to any non-party except the tribunal, the ICC, the parties, their counsel, experts, witnesses, accountants and auditors, insurers and reinsurers, and any other person necessary to the conduct of the arbitration, or as necessary to enforce or challenge an award in bona fide legal proceedings, or as required by law. This confidentiality provision will survive termination of these Terms of Use and of any arbitration brought pursuant to these Terms of Use.

6.5. Other Terms

If applicable law allows the enforcement of this Arbitration Agreement only if you have an opportunity to opt out of these arbitration provisions within a certain amount of time after you accept these Terms of Use, then you have 30 days from your first use of the Website in which to opt out of such arbitration terms by sending an email to us. This email should notify us that you wish to opt out and provide us with your full name, entity name if you have one, and jurisdiction.

We reserve the right to modify or update this Arbitration Agreement at any time. Any such changes will take effect immediately upon us posting the revised Agreement to the Website. If you do not agree with the changes, you may opt out within 30 days of the change by sending written notice to us. Otherwise, your continued use of the services will constitute your acceptance of the updated Arbitration Agreement.

To the extent you reject any future changes, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Use (or accepted any subsequent changes).

6.6. Class Action Waiver; Jury Trial Waiver

You agree to bring all disputes or claims arising from or connected to the Website or any information provided through it in your individual capacity and not as a plaintiff in or member of any class action, collective action, private attorney general action, or other representative proceeding.

Further, if any Dispute is resolved through arbitration, the arbitrator may not consolidate another person's claims with your claims and may not otherwise preside over any form of a representative or class proceeding.

Further, if for any reason a claim by law or equity must proceed in court rather than in arbitration: (a) you and we irrevocably waive the right to demand a trial by jury, and (b) you and we agree to submit to the exclusive jurisdiction of the courts of the Cayman Islands and any courts competent to hear appeals from those courts.

6.7. Exclusions

Notwithstanding the foregoing agreement to arbitrate, you or we may bring any disputes, claims, suits, actions, causes of action, demands or proceedings in which either party seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, in any court of competent jurisdiction.

6.8. Applicable law

These Terms of Use and any action related thereto will be governed by the laws of the Cayman Islands, without regard to the principles of conflict of laws. Except as expressly set forth herein, the exclusive jurisdiction for all Disputes (as defined below) will be the courts located in the Cayman Islands, and you waive any objection to jurisdiction and venue in such courts.

If you have any questions about these Terms, please contact us at [email protected].