Terms of Service

These Terms of Service and any terms and conditions incorporated herein by reference (collectively, the “Terms”) govern your access to and use of the Interface. You must read the Terms carefully.

Welcome to https://overnight.fi, a website-hosted user interface (the “Interface”) provided by Overnight (“we”, “us” or “our”). The Interface offers access to a decentralized protocol, known as “Overnight,” which enables users to mint ether and redeem USD+, DAI+, USDT+, ETS, and USD+ Insurance tokens, pegged 1:1 to USDC and DAI (the “Protocol”).

The terms "you", "your", and "user(s)" refer to anyone who accesses or uses the interface in any manner. If you are accessing or using the interface on behalf of a company or legal entity (e.g. your employer), you warrant that you have the authority to bind that entity to these terms. In that case, "you", "your", or "user(s)" will refer to that entity.

By accessing, browsing or otherwise using the Interface, or by acknowledging agreement to the Terms on the Interface, you agree that you have read, understood and accepted all of the Terms and our Privacy Policy (the “Privacy Policy”), which is incorporated by reference into the Terms.

IMPORTANT: PLEASE NOTE THAT YOU ASSUME THE RISK OF ALL PROTOCOLS IN THE COLLATERAL OF OUR PRODUCTS

IMPORTANT: BY USING OR ACCESSING THE INTERFACE, YOU AGREE TO RESOLVE ANY DISPUTES WITH OVERNIGHT THROUGH BINDING INDIVIDUAL ARBITRATION INSTEAD OF IN COURT, AND TO WAIVE THE RIGHT TO A CLASS ACTION, BOTH OF WHICH AFFECT YOUR RIGHTS IN RESOLVING DISPUTES.

We reserve the right to modify or revise these terms at any time, in our sole discretion. The updated terms will be available on the interface and the "Last Updated" date will be updated accordingly. Please periodically check for changes. Your continued use of the interface after the updates are made constitutes your acceptance of the new terms. If you do not agree to the revised terms, you should stop accessing or using the interface.

1. Eligibility

To use the interface, you must meet the eligibility requirements. You represent and warrant, for the benefit of Overnight and its affiliates, that you meet these requirements on each date you use or benefit from the interface:

• you are not a citizen of, located in, incorporated in, or otherwise have a registered office in (I) the United States of America (an “American”) or (II) Cuba, Iran, Myanmar (Burma), North Korea, China, Syria, the regions of Crimea, Donetsk or Luhansk, or any other country or region that is the subject of comprehensive country-wide or region-wide economic sanctions by the United States of America, Canada, the United Kingdom, or the European Union (collectively, “Sanctioned Territories”).

• you are not a person having its habitual residence, location, or seat of incorporation in the country or territory where transactions with digital tokens are prohibited or in any manner restricted by applicable laws or regulations or will become so prohibited or restricted at any time after these Terms become effective;

• you are not a person listed on any of the following lists (each a Sanctions List): the Consolidated United Nations Security Council Sanctions List; the Specially Designated Nationals and Blocked Persons List, or the Sectoral Sanctions Identification List maintained by the US Office of Foreign Assets Control (OFAC); or on the European Commission’s consolidated list of Restrictive measures in force or any similar list maintained by, or public announcement of sanctions made by any Sanctions Authority (defined below);

• you are not a person owned or controlled by, or acting on behalf of or for the benefit of, any person on a Sanctions List;

• you are not any person otherwise the target of any sanctions laws, regulations, embargoes, or restrictive measures (Sanctions), as amended from time to time, administered, enacted, or enforced by: the United Nations, the United States, the European Union, or any Member State thereof, or the respective governmental institutions and agencies of any of the foregoing responsible for administering, enacting or enforcing Sanctions, including without limitation, OFAC and the European Commission (each a Sanctions Authority); or any person whose participation would cause a breach of the law or requirements of any country or governmental authority, including anti-money laundering regulations or conventions.

• you are not a person under the age of eighteen (18).

The utilization of a virtual private network (VPN) or any other methods by restricted individuals to access or use the interface is strictly prohibited and may result in legal consequences for fraudulent usage of the interface.

2. Assumption of Risk

By accessing and using the Interface, you represent that you are financially and technically sophisticated enough to understand the inherent risks associated with using cryptographic and blockchain-based systems, and that you have a working knowledge of the usage and intricacies of digital assets such as so-called stablecoins, and other digital tokens such as those following the Ethereum Token Standard (ERC-20).

In particular, you understand that the markets for these digital assets are nascent and highly volatile due to risk factors including (but not limited to) adoption, speculation, technology, security, and regulation. You understand that anyone can create a token, including fake versions of existing tokens and tokens that falsely claim to represent projects, and acknowledge and accept the risk that you may mistakenly trade those or other tokens.

So-called stablecoins may not be as stable as they purport to be, may not be fully or adequately collateralized, and may be subject to panics and runs. Further, you understand that smart contract transactions automatically execute and settle, and that blockchain-based transactions are irreversible when confirmed. You acknowledge and accept that the cost and speed of transacting with cryptographic and blockchain-based systems are variable and may increase dramatically at any time.

Finally, you understand that we do not create, own, or operate cross-chain bridges and we do not make any representation or warranty about the safety or soundness of any cross-chain bridge, including its use for Overnight.

In summary, you acknowledge that we are not responsible for any of these variables or risks, and cannot be held liable for any resulting losses that you experience while accessing or using the Interface. Accordingly, you understand and agree to assume full responsibility for all of the risks of accessing and using the Interface to interact with the Protocol.

PLEASE NOTE THAT YOU ASSUME THE RISK OF ALL PROTOCOLS IN THE COLLATERAL OF OUR PRODUCTS

3. No warranties

The Services are provided on an "AS IS" and "AS AVAILABLE" basis without any warranties or guarantees, and it is Your sole responsibility to operate them.

To the fullest extent permitted by law, Company disclaims any representations and warranties of any kind, whether express, implied, or statutory.

You acknowledge and agree that Your use of the Services is at your own risk.

We do not provide any warranty or guarantee that the Interface will be continuously available, secure, or free from errors or harmful elements, or that the information provided on the Interface will be accurate, complete, or up-to-date. Any advice, information, or statements provided by us should not be considered a warranty, and we do not endorse or take responsibility for any third-party advertisements, offers, or statements regarding the Interface. Access to and use of the Interface is at your own risk.

4. Prohibited Activity

You agree not to engage in, or attempt to engage in, any of the following categories of prohibited activity in relation to your access or use of the Interface:

4.1 Activity that breaches the Terms;

4.2 Actions that infringe on or violate any copyright, trademark, service mark, patent, right of publicity, right of privacy, or other proprietary or intellectual property rights under the law;

4.3 Attempts to interfere with or compromise the integrity, security, or proper functioning of any computer, server, network, personal device, or other information technology system, including but not limited to deploying viruses and denial-of-service attacks;

4.4 Attempts to defraud us or any other person or entity by providing false, inaccurate, or misleading information;

4.5 Violations of any applicable law, rule, or regulation concerning the integrity of trading markets, including but not limited to manipulative tactics such as spoofing and wash trading;

4.6 Violations of any applicable law, rule, or regulation of any major jurisdiction;

4.7 Actions that disguise or interfere in any way with the IP address of the computer used to access or use the Interface, or otherwise prevent us from correctly identifying the IP address;

4.8 Transactions that transmit, exchange, or are otherwise supported by the proceeds of criminal or fraudulent activities;

4.9 Actions that contribute to or facilitate any of the above prohibited activities.

5. Intellectual Proprietary Rights

The Interface and its contents, including software, text, images, trademarks, service marks, copyrights, patents, and designs, are owned by us and protected by intellectual property rights. Without our express authorization, you may not copy, modify, adapt, rent, license, sell, publish, or allow any third party to access or use the Interface or its contents. Access to the Interface does not grant you any proprietary intellectual property rights. However, you retain ownership of all intellectual property rights in any information and materials you submit through the Interface. By submitting such materials, you grant us a worldwide, royalty-free, irrevocable license to use, copy, distribute, publish, and send the data in accordance with applicable laws.

If you choose to submit feedback about the Interface, you agree that we are free to use it without compensation and may disclose it to third parties. If necessary, you grant us a perpetual, irrevocable, non-exclusive, transferable, worldwide license under all rights necessary to use your feedback for any purpose.

If you meet the eligibility requirements set forth in the Terms and comply with the Terms, you are granted a single, personal, limited license to access and use the Interface. This license is non-exclusive, non-transferable, and revocable by us at any time without notice. The use of the Interface for any purpose not allowed by the Terms is strictly prohibited.

6. Third-Party Resources and Promotions

The Service may include links or content from Third-Party Services, which are subject to different terms, conditions, and privacy policies.

6.1. The Company is not responsible for the availability or accuracy of these Third-Party Services or their products, services, or content.

6.2. The Service's inclusion of links to these Third-Party Services does not constitute an endorsement.

6.3. The Company has no control over or monitoring of the content published by these Third-Parties and therefore cannot be held responsible for it.

6.4. Redirecting links to the Service are only allowed with the Company's written consent.

7. Indemnification

You agree to hold harmless and indemnify Overnight, its affiliates, and their officers, directors, managers, employees, agents, representatives, suppliers, and contractors from any losses, damages, judgments, fines, and costs, including legal fees and expenses, that may arise from:

(a) Your use of the Services,

(b) Your violation of any laws, rules, regulations, directives, or guidelines,

(c) Any misrepresentations made by you, and

(d) Your breach of these Terms of Use.

You acknowledge that it is your sole responsibility to evaluate and select the Third-Party Service to use in connection with the Services, and that Overnight is merely an intermediary that aggregates and transmits orders to these services. As such, Overnight cannot be held liable for any losses incurred as a result of using a Third-Party Service.

8. Limitation of liability

Under no circumstances shall we or any of our officers, directors, employees, contractors, agents, affiliates, or subsidiaries be liable to you for any indirect, punitive, incidental, special, consequential, or exemplary damages, including (but not limited to) damages for loss of profits, goodwill, use, data, or other intangible property, arising out of or relating to any access to or use of the Interface, nor will we be responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access to or use of the Interface, or from any access to or use of any information obtained by any unauthorized access to or use of the Interface.

We assume no liability or responsibility for any:

(a) errors, mistakes, or inaccuracies of content;

(b) personal injury or property damage, of any nature whatsoever, resulting from any access to or use of the Interface;

(c) unauthorized access to or use of any secure server or database in our control, or the use of any information or data stored therein;

(d) interruption or cessation of function related to the Interface;

(e) bugs, viruses, trojan horses, or the like that may be transmitted to or through the Interface;

(f) errors or omissions in, or loss or damage incurred as a result of, the use of any content made available through the Interface; and

(g) the defamatory, offensive, or illegal conduct of any third party.

Under no circumstances shall we or any of our officers, directors, employees, contractors, agents, affiliates, or subsidiaries be liable to you for any claims, proceedings, liabilities, obligations, damages, losses, or costs in an amount exceeding the greater of (i) the amount you paid to us in exchange for access to and use of the Interface, or (ii) $100.00. This limitation of liability applies regardless of whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, and even if we have been advised of the possibility of such liability. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of certain liabilities and damages. Accordingly, some of the disclaimers and limitations set forth in the Terms may not apply to you. This limitation of liability shall apply to the fullest extent permitted by law.

9. Access to the Interface

We reserve the right to revoke access to the interface if there is a breach of the terms, including failure to meet the eligibility requirements. We also have the right to limit or restrict access to the interface for any person or entity, at any time, in any geographic area, or legal jurisdiction at our sole discretion. We will not be responsible for any losses or damages you may incur due to the inaccessibility of the interface at any time or for any reason.

10. Dispute Resolution

You and Overnight agree to attempt resolving any potential disputes through good faith negotiations before resorting to formal dispute resolution. If a potential dispute arises, you must contact us by sending an email to [email protected] so that we can attempt to resolve it without resorting to formal dispute resolution. If a resolution cannot be reached within 60 days of a dispute being reported, it must be resolved through arbitration administered by the London Court of International Arbitration under the LCIA Arbitration Rules. The arbitration must be held confidentially and in English before a single arbitrator and cannot consolidate claims from multiple parties. Any ruling from the arbitrator can be entered in any court of the Cayman Islands or another court with jurisdiction agreed to in writing by Overnight. The Interface is considered to be based in the Cayman Islands and its availability in other jurisdictions does not establish general or specific jurisdiction outside of the Cayman Islands.

11. Entire Agreement

These Terms, along with any additional terms, rules and conditions posted on the Overnight website, including the Privacy Policy, make up the complete agreement regarding the use of the Interface and override any previous agreements, whether written or verbal.

12. Privacy policy

The Privacy Policy outlines how we gather, utilize, store, and share your personal information. By using our services, you consent to the handling of your data as described in the Privacy Policy.