Terms of use

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These terms of use, together with any documents and additional terms they expressly incorporate (collectively, these "Terms"), are entered into between Infrared Development Inc. ("Infrared", "we", "our" or "us") and the person making use of Infrared's Services, including but not limited to the Infrared Finance app (hereinafter referred to as the "User", "you" or "your"). These Terms constitute a binding legal agreement between Infrared and the User following such User's acceptance of such Terms.

Within these Terms, words of any gender shall be held and construed to include any other gender, and words in the singular number shall be held and construed to include the plural unless the context otherwise requires.

These Terms govern your access to and use of Infrared's Services. You must read the Terms carefully. By accessing, browsing, or otherwise using Infrared's Services, or by acknowledging agreement to the Terms, you agree that you have read, understood, and accepted all of the Terms, including the mandatory arbitration provision in Section 10 (c), and our Privacy Policy (the "Privacy Policy"), which is incorporated by reference into the Terms. If the User does not agree to these Terms, such User should not access or use Infrared’s Services or any of the Product. You further agree to periodically visit this page to review the current Terms, so you are aware of any revision to which you are bound. We will indicate at the top of this page the date these terms were last revised.

Registration is not required to view content on the Services, but even unregistered Users shall be bound by these Terms. Subject to the terms and conditions of these Terms, you are hereby granted a non-exclusive, limited, non-transferable, non-sublicensable freely revocable license to use the Services solely for your own internal purposes and in accordance with the documentation for the Services. Infrared reserves all rights not expressly granted herein in the Services and the Infrared Content (as defined in Section 11 of these Terms). Infrared may terminate this license at any time for any reason or no reason.

Additional terms and conditions may apply in certain Services provided by Infrared, and you agree that you shall be subject to any additional terms applicable to such Services that may be posted on our websites or otherwise made available to you from time to time. All such terms are hereby incorporated by reference into these Terms.

The User must be able to form a legally binding contract online either as an individual or on behalf of a company, as outlined in Section 2.

Infrared appeals to the User to carefully review the disclosures and disclaimers set forth in Sections 5, 6, and 9 in their entirety before using any software developed by Infrared. These sections provide important details about the legal obligations associated with the User's use of the Infrared open-source software. By accessing or using Infrared's Services, the User agrees that Infrared does not provide execution or clearing services of any kind and is not responsible for executing or clearing transactions automated through the Infrared open-source software.

1. Key definitions

For the purpose of these Terms, the following capitalized terms shall have the following meanings:

"Affiliate" means, with respect to a party to these Terms, any legal entity that, directly or indirectly controls, is controlled by, or is under common control with Infrared.

"Applicable Law" means any domestic or foreign law, rule, statute, regulation, by-law, order, protocol, code, decree, or other directive, requirement or guideline, published or in force which applies to or is otherwise intended to govern or regulate any person, property, transaction, activity, event or other matter, including any rule, order, judgment, directive or other requirement or guideline issued by any Governmental Authority having jurisdiction over Infrared, the User, the Protocol or the Services, or as otherwise duly enacted, enforceable by law, the common law or equity.

“Berachain” refers to a high-performance EVM-identical Layer 1 blockchain utilizing Proof-of-Liquidity (PoL) and built atop of the modular EVM-focused consensus client framework BeaconKit.

“BGT” means the governance token used within Berachain Ecosystem

"iBGT" means the liquid staking token of the BGT that may be used for the following purposes: i) earn additional iBGT provided that liquidity to approved PoL pools is supplied; ii) stake iBGT to earn rewards; and iii) use iBGT in DeFi.

"BERA" means the native token of Berachain used within the Protocol.

“iBERA” means the liquid staking token of the BERA used within the Protocol.

“Proof-of-Liquidity” or “PoL” means the consensus mechanism in blockchain technology where participants validate transactions and create new blocks based on the amount of liquidity they provide to the network.

"Protocol" means the Infrared website, smart contracts, and associated services that enable the liquid staking for BGT and BERA, offer yield-optimized vaults, and run network validators.

"Services" means the Products offered by Infrared as accessible through the Protocol.

"Product" means any product offered through the Services and available in or through the Protocol.

2. Protocol overview

The Protocol enables Users to:

The Services offered by Infrared operate through smart contracts deployed on the blockchain and require no permission or authorization from Infrared to use.

3. Eligibility

The following are conditions of access to the Services and any of the Product, the User represents and warrants to us that:

  1. The User is an individual that is 18 years of age or older, capable of forming a binding contract with us, and under no legal impediment or incapability;
  2. If the User is acting on behalf of or through a company; the User is an authorised representative of the company that is in good standing in the jurisdiction in which it is organized and has the authority from that company to access the Services and form a binding agreement with us on behalf of that company;
  3. The User is not identified as a "Specially Designated National" by the US Office of Foreign Assets Control or otherwise subject to any sanctions or restrictions which may affect our ability to provide the User with our Services;
  4. The User has the full power and authority to agree to these Terms and to use the Services offered by Infrared;
  5. The User has read these Terms prior to using the Services and any of the Product, and that you are solely responsible for your trading or non-trading actions and have had the opportunity to take any legal, financial, accounting or other advice that you deem appropriate prior to accessing the Services or using any of the Product;
  6. The User will only utilise legally obtained digital assets that belong to the User, and that the User has full legal and beneficial title to any such assets at the time the User utilises them;
  7. The User is not located in, or a resident of, any Restricted Territory (as defined below) and has not used any technical means (including a VPN) to misrepresent its geographical location to access the Services or any of the Product from any Restricted Territory; and
  8. The User is acting for its own account as principal and not as trustee, agent or otherwise on behalf of any other persons.

Your access to the Services and any of the Product may be restricted based on your jurisdiction or geographical location. You must not use the Services or any of the Product if you are located in or a citizen or resident of any state, country, territory, or other jurisdiction in which use of the Services or any of the Product would be illegal or otherwise violate any applicable law (a “Restricted Territory”).

The fact that the Services are accessible in a Restricted Territory or that the Product allows the use of the official language of a Restricted Territory, or a language commonly used in a Restricted Territory must not be construed as a license to use the Services or any of the Product in such a Restricted Territory.

We unconditionally reserve the right to restrict access to any Restricted Territory and may implement technical controls to prevent access to the Services or any of the Product from any Restricted Territory. No Services 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, which include, without limitation the following: (a) Belarus, Cuba, Democratic People’s Republic of Korea (DPRK), Democratic Republic of Congo, Iran, Lebanon, Libya, Mali, Myanmar, Nicaragua, Russia, Somalia, South Sudan, Sudan, Syria, the following regions of Ukraine: Crimea, Donetsk and Luhansk, or any other country or region that is the subject of comprehensive country-wide or region-wide or economic sanctions by the Financial Action Task Force, United Nations, United States of America, the European Union or the United Kingdom; and (b) United States of America, the United Kingdom, Canada, and the People’s Republic of China.

If you are a resident or citizen of or otherwise are located or incorporated in, or have a registered office in any Restricted Territory, do not use Infrared’s Services or Product or attempt to use a virtual private network (VPN) or other technology to circumvent the restrictions set forth herein. Use of a VPN to access Infrared’s Services or any of the Product is expressly prohibited.

You acknowledge and agree that you will not use a VPN or similar technology to access or use Infrared’s Services or any of the Product in any way. We reserve the right to restrict or discontinue your access to and use of the Services or any of the Product if we know or have reason to suspect you are using a VPN for such access or use.

4. Modifications to these terms

In our sole discretion, we reserve the right to modify these Terms from time to time. If modifications are made, Infrared will provide the User with notice of such changes by providing a notice through our Product Interface or updating the date at the top of these Terms.

Unless we say otherwise in our notice, all such modifications are effective immediately, and your continued use of our Services after we provide such notice will be construed as a consensual confirmation of the notified changes.

Where the User does not agree with the modified Terms, such User is to cease from using Infrared’s Services or any of the Product at once.

5. Services

Overview

Infrared enables Users to engage with Berachain’s Proof-of-Liquidity (PoL) mechanism through the following functionalities:

  1. Staking BGT
    1. Users can stake Berachain Governance Tokens (BGT) and receive iBGT
    2. iBGT is a liquid, transferable token that maintains the benefits of BGT while allowing for participation in DeFi activities
  2. Staking BERA:
    1. Users can stake BERA tokens and receive iBERA
    2. iBERA is a liquid token that can be utilized across various DeFi platforms
  3. PoL Vaults
    1. Users can deposit assets into designated vaults and optimize rewards through automated strategies

Gas fees and transaction costs

Users are responsible for all blockchain transaction fees required to interact with the Protocol. Infrared has no control over and does not receive any portion of these network fees.

Protocol restrictions

Infrared reserves the right to restrict access to the Services or any of the Product in certain jurisdictions. However, as an open-source protocol, the underlying smart contracts remain accessible and permissionless.

Conditions and restrictions

Infrared may, at any time and in its sole discretion, restrict access to the Services or any of the Product or impose conditions upon its use, with or without prior notice. The Protocol smart contracts, being immutable and decentralized, will continue to function regardless of interface availability.

No broker, legal or fiduciary relationship

Infrared is not your broker, lawyer, intermediary, agent, or advisor and has no fiduciary relationship or obligation to you regarding any decisions or activities that you effect when using the Protocol. No communication or information provided by Infrared is intended as, or should be construed as, investment advice, financial advice, trading advice, or any other sort of advice. You are solely responsible for determining whether any investment, investment strategy or related transaction is appropriate for you according to your personal investment objectives, financial circumstances and risk tolerance, and you shall be solely responsible for any loss or liability therefrom. You should consult legal or tax professionals regarding your specific situation, as crypto-asset-related tax law may vary by jurisdiction and may be adversarial to you. Infrared does not recommend that any crypto-asset should be bought, earned, sold, or held by you. Before making the decision to buy, sell or hold any crypto-asset, you should conduct your own due diligence and consult your financial advisors prior to making any investment decision. Infrared will not be held responsible for the decisions you make to buy, sell, or hold a crypto-asset based on the information provided by Infrared.

6. Protocol risks

Smart contract risk

  1. The Protocol smart contracts may contain bugs or vulnerabilities
  2. Smart contracts are immutable once deployed
  3. You acknowledge and accept all risks associated with smart contract usage

Financial risk

  1. Asset prices are volatile and subject to market conditions
  2. No guarantee of profit or return on investment

Protocol constraints

Transaction ordering

All protocol operations execute in the order they are confirmed on the blockchain. Users acknowledge that transaction timing and network conditions may affect execution outcomes.

Technical requirements

Users must maintain sufficient blockchain network tokens to cover transaction fees and must interact with the Protocol through properly formatted transaction calls. Users acknowledge that incorrect transaction formatting may result in failure or unintended outcomes.

7. Cybersecurity risks

Smart contract security

The Protocol's smart contracts may contain vulnerabilities, bugs, or other issues despite security audits and testing. Users acknowledge that such issues could result in the loss of functionality, assets, or other value. Smart contracts are immutable once deployed, and Infrared cannot modify or update them.

Private key security

Users are solely responsible for securing the private keys associated with their blockchain addresses. Loss or compromise of private keys will permanently and irreversibly deny access to a User's assets and positions within the Protocol. Infrared cannot restore access to or recover any assets controlled by lost private keys.

Network security

The Protocol operates on Berachain that may be subject to various attacks, including but not limited to:

  1. Network congestion or denial of service conditions
  2. Consensus failures or chain reorganizations
  3. Block producer collusion or malicious behavior
  4. Network forks or other technical changes Users acknowledge that such events may affect transaction execution, asset prices, or Protocol functionality.

Oracle security

The Protocol may rely on external data sources such as respective partners and oracle systems for asset price information and Users’ on-chain activity as well as, other critical data. These systems may experience technical failures, manipulation, or other issues that could affect Protocol operations. Users acknowledge that oracle malfunctions could result in incorrect asset or on-chain activity valuations or Protocol actions.

Interface security

While Infrared implements security measures in its user interface, Users acknowledge that:

  1. No internet-based system is entirely secure
  2. Communications may be intercepted or modified
  3. Malicious actors may attempt to trick Users into approving harmful transactions
  4. Frontend interfaces may experience technical issues or downtime

Transaction security

Users acknowledge that blockchain transactions are:

  1. Irreversible once confirmed
  2. Public and visible to all network participants
  3. Subject to potential front-running or manipulation
  4. Dependent on network conditions for confirmation time and fees

8. Digital asset risks

Value volitility

Digital assets, including BGT, BERA and LP tokens, may experience significant price volatility. Users acknowledge that asset values can change rapidly and substantially, potentially resulting in partial or total loss of value. Past performance does not indicate future results.

Liquidity risks

Users acknowledge that digital asset markets may experience:

Technical risks

Digital assets are subject to technical risks including:

Regulatory risks

The regulatory status of digital assets is evolving and uncertain. Users acknowledge that regulatory changes may:

Market operations risks

Users acknowledge that digital asset markets may be subject to:

Systemic risks

The interconnected nature of digital asset protocols creates systemic risks:

Users acknowledge that the risks described in Sections 5 and 6 are not exhaustive, and additional risks may exist or emerge. Users should carefully evaluate their financial situation and risk tolerance before using the Protocol.

9. Limitation of liability

Disclaimer of warranties

To the maximum extent permitted under applicable law, the services, Infrared materials and any product, service or other item provided by or on behalf of Infrared are offered on an “as is” and “as available” basis, and Infrared expressly disclaims, and you waive, any and all other warranties of any kind, whether expressed or implied, including, without limitation, warranties of merchantability, fitness for a particular purpose, title or non-infringement or warranties arising from course of performance, course of dealing or usage in trade. Without limiting the foregoing, Infrared does not represent or warrant that the websites, the services or Infrared materials are accurate, complete, reliable, current, error-free, or free of viruses or other harmful components. Infrared does not guarantee that any action will be executed, accepted, recorded, or remain open. Except for the express statements, agreements and rules set forth in these Terms, you hereby acknowledge and agree that you have not relied upon any other statement or agreement, whether written or oral, with respect to your use and access of the services.

Without limiting the foregoing, you hereby understand and agree that Infrared will not be liable for any losses or damages arising out of or relating to:

  1. any inaccuracy, defect or omission of digital assets price data;
  2. any error or delay in the transmission of such data;
  3. interruption in any such data;
  4. regular or unscheduled maintenance carried out by Infrared and service interruption and change resulting from such maintenance;
  5. any damages incurred by other Users’ actions, omission or violation of these terms;
  6. any damage caused by illegal actions of other third parties or actions without authorization by Infrared;
  7. any change in value of any crypto-asset;
  8. any change in law, regulation, or policy;
  9. server failure or data loss;
  10. the malfunction, unexpected function or unintended function of the blockchain, any computer or crypto-asset network (including any wallet provider), including without limitation losses associated with network forks, double-spend attacks, governance disputes, replay attacks, sybil attacks, 51% attacks, mining difficulty, hacking, changes in cryptography or consensus rules, or cybersecurity breaches; and
  11. other exemptions mentioned in disclaimers and platform rules issued by Infrared.

The disclaimer of implied warranties contained herein may not apply if and to the extent it is prohibited by applicable law of the jurisdiction in which you reside.

Maximum liability limit

To the maximum extent permitted by applicable law, in no event shall Infrared, its affiliates, or any of their respective officers, directors, agents, employees, or representatives (collectively, the "Indemnified Parties") be liable for any indirect, punitive, incidental, special, consequential, or exemplary damages, including without limitation:

  1. Loss of profits, revenue, data, use, goodwill, or other intangible or speculative interests;
  2. Damages relating to any loss of access to or use of the Protocol;
  3. Damages relating to any conduct or content of any third party using the Protocol;
  4. Damages relating to any communication failures or unauthorized access to user accounts;
  5. Damages relating to any bugs, viruses, or other malicious code that may be transmitted through the Protocol;
  6. Damages relating to any modification, suspension, or discontinuation of the Protocol; and
  7. Damages relating to the accuracy, reliability, or completeness of any Protocol data or information.

This limitation applies regardless of the legal theory of liability, whether based on contract, tort, negligence, strict liability, or any other basis, and even if the Indemnified Parties have been advised of the possibility of such damages.

Protocol-specific limitations

The Indemnified Parties shall not be liable for any damages or losses resulting from:

  1. Smart contract vulnerabilities, bugs, or technical failures
  2. Oracle malfunctions, price feed or Partner inaccuracies relating to User on-chain activity
  3. Governance decisions or protocol parameter changes
  4. Market conditions or trading activity
  5. Regulatory changes or compliance requirements
  6. Network congestion or transaction failures
  7. Loss or compromise of private keys
  8. Actions of other Protocol users or market participants

Aggregate liability cap

In jurisdictions where the exclusion or limitation of liability for consequential or incidental damages is not permitted, the Indemnified Parties' liability shall be limited to the maximum extent permitted by law, and under no circumstances shall exceed the amount of US$25.

Essential purpose

You acknowledge that this limitation of liability is an essential element of the agreement between you and Infrared and that the Services or any of the Product would not be provided without such limitations.

Force majure

We shall not incur any penalty or liability for not performing any act or fulfilling any duty or obligation hereunder or in connection with the matters contemplated hereby by reason of any occurrence that is not within our control (including any provision of any present or future law or regulation or any act of any governmental authority, any act of God or war or terrorism, any epidemic or pandemic, or the disruption, unavailability, or malfunction of the Internet, any other pertinent electronic network, any blockchains or smart contracts, or any aspect thereof, or any consensus attack, or hack, or denial-of-service or other attack on the foregoing or any aspect thereof, or on the other networks, software, and infrastructure that enables us to provide these sites). It is understood that we shall use commercially and financially reasonable efforts, to resume performance as soon as reasonably practicable under the circumstances.

10.Governing law

These Terms shall be governed by and construed in accordance with the laws of England & Wales, without regard to its conflict of law provisions.

Initial dispute resolution

Prior to initiating any formal dispute resolution process, Users agree to first contact Infrared directly to seek an informal resolution. Users must send a written notice describing the dispute to [INFRARED DESIGNATED EMAIL] and allow thirty (30) days for Infrared to respond before proceeding with further dispute resolution measures.

Binding arbitration

If a dispute cannot be resolved informally, all disputes arising out of or relating to these Terms or the use of the Services or any of the Product shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with said Rules and below procedures.

Arbitration procedures

The arbitration shall be conducted in the following way:

  1. By a single arbitrator, unless the amount in controversy exceeds $1,000,000
  2. In English language
  3. In England & Wales, unless otherwise agreed by both parties
  4. In accordance with the ICC Rules of Arbitration
  5. On a confidential basis

Class action waiver

To the maximum extent permitted by applicable law, you hereby waive any right to participate in class action lawsuits or class-wide arbitration of any claims against Infrared.

Individual capacity

Any proceedings to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither you nor Infrared will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity.

Injunctive relief

Notwithstanding the foregoing, Infrared may seek injunctive relief or other urgent legal remedies in any jurisdiction to enforce intellectual property rights or prevent imminent harm to the Protocol or its users.

Time limitations

Any claim or dispute under these Terms must be filed within one (1) year after such claim or dispute arose, or the claim shall be forever barred.

Costs of arbitration

The costs of arbitration, including administrative and arbitrator fees, shall be shared equally by the parties, unless the arbitration award provides otherwise. Each party shall bear the cost of its own legal fees unless the arbitrator determines that one party shall bear the legal fees of both parties.

Severability

If any portion of this dispute resolution section is found to be unenforceable or unlawful, such portion shall be severed from these Terms, and the remainder of this section shall continue to be fully valid and enforceable.

11. Copyright/repeat infringement

Infrared will respond to reports of copyright infringement, allegations concerning the unauthorized use of a copyrighted video, image, or other file uploaded through our media hosting services, or pages containing links to allegedly infringing materials in its sole discretion.

You agree not to take any action that infringes or violates someone else’s intellectual property rights or otherwise violates applicable laws. If you post content that infringes someone else's intellectual property rights, such as copyrights or trademarks, your IP address may be banned and your content removed by us. If you believe your IP address was banned by mistake, please contact us by referring to Section 13 of these Terms.

12. Electronic notices

The User consents to receive all communications, agreements, documents, receipts, notices, and disclosures electronically (collectively, our "Communications") that Infrared provides in connection with these Terms or any Services. The User agrees that Infrared may provide Communications to him by posting them on the User Interface or by emailing them to the User at the email address provided in connection with the User's use of the Services if any. The User should maintain copies of Infrared’s Communications by printing a paper copy or saving an electronic copy.

13. Contact us

If you have any questions about these Terms, please contact us at legal@infrared.finance.