Terms of Service

By accessing or using the Partial.ly platform, website, mobile application, or any related services (collectively, the "Services"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you may not access or use the Services.

These Terms constitute a legally binding agreement between you and Partial.ly. Your continued use of the Services following any updates or modifications to these Terms constitutes your acceptance of such changes.

• "Platform" refers to the Partial.ly website, mobile applications, and related software and services.
• "User," "you," or "your" refers to any individual or entity accessing or using the Services.
• "Digital Assets" refers to cryptocurrencies, tokens, stablecoins, and other blockchain-based assets supported by the Platform.
• "Services" refers to all products, features, tools, and functionalities offered through the Platform.
• "Third-Party Protocols" refers to decentralized protocols, smart contracts, and external services integrated with or accessible through the Platform.
• "Wallet" refers to the non-custodial digital wallet associated with your account.

Partial.ly is a financial technology software provider. We provide software tools and interfaces that enable users to interact with decentralized finance (DeFi) protocols and digital asset services.

We do not hold, control, or have access to your digital assets. All transactions are executed through decentralized protocols and third-party providers.

Age Requirement

You must be at least 18 years of age to use the Services.

Geographic Availability

The Services are primarily available to users in the United States. Certain features may be restricted or unavailable in specific states or jurisdictions based on applicable laws and regulations.

Restricted Jurisdictions

The Services are not available to users in jurisdictions where the use of digital assets or DeFi services is prohibited or restricted by law.

Sanctions & OFAC Compliance

You represent that you are not located in, organized under the laws of, or a resident of any country or territory subject to comprehensive U.S. economic sanctions, and that you are not designated on any U.S. government list of prohibited or restricted parties.

User Obligations

You are responsible for maintaining the confidentiality and security of your account credentials, including any authentication methods used to access the Services. You agree to:

• Provide accurate and complete information during registration
• Keep your login credentials secure and confidential
• Notify us immediately of any unauthorized access or security breach
• Accept responsibility for all activities that occur under your account

Unauthorized Access

You must immediately notify Partial.ly if you become aware of any unauthorized use of your account or any other breach of security.

If you lose access to your wallet credentials, including any private keys or recovery phrases, you may permanently lose access to your digital assets. Partial.ly has no obligation and no ability to recover your assets.

The Services integrate with and rely upon various third-party services, protocols, and providers, including but not limited to:

• Kamino: DeFi lending and yield protocols
• Bridge: Fiat on/off-ramp services
• Crossmint: NFT and wallet infrastructure
• Privy: Authentication and wallet management
• Swap Routing Providers: DEX aggregation and trade execution

Your use of these third-party services is subject to their respective terms of service and privacy policies. Partial.ly does not control these third-party services and makes no guarantees regarding their performance, availability, or security.

Earn/Vaults

The Earn feature allows users to deposit digital assets into yield-generating vaults powered by third-party DeFi protocols. Yields are variable and not guaranteed.

Borrow

The Borrow feature enables users to obtain loans collateralized by their digital assets. Borrowing involves significant risks, including liquidation risk.

Spend/Checkout

The Spend feature allows users to make payments and purchases using their digital assets or available credit.

Swaps

The Swap feature enables users to exchange one digital asset for another through integrated DEX aggregators and routing providers.

Feature Availability

Features may be added, modified, or discontinued at any time without prior notice. Availability of specific features may vary by jurisdiction.

Platform Fees

Partial.ly may charge fees for certain Services. Current fees are described in our Fee Schedule, which may be updated from time to time.

Network & Protocol Fees

You are responsible for all network transaction fees (gas fees), protocol fees, and any other fees charged by third-party services or blockchain networks.

Tax Responsibility

You are solely responsible for determining and paying any taxes applicable to your transactions and use of the Services. Partial.ly does not provide tax advice and recommends consulting with a qualified tax professional.

Informational Metrics

The Platform may display metrics such as Loan-to-Value (LTV) ratios and Safety Scores. These metrics are provided for informational purposes only and should not be relied upon as financial advice.

Alerts

While Partial.ly may provide alerts regarding your positions, alerts are not guaranteed. You are responsible for monitoring your positions and taking appropriate action to avoid liquidation.

User Representations

By using the Services, you represent and warrant that:

• You will use the Services only for lawful purposes
• All information you provide is accurate and complete
• You have the legal capacity to enter into these Terms

Prohibited Conduct

You agree NOT to:

• Engage in fraud, money laundering, or terrorist financing
• Violate any applicable laws or regulations
• Evade sanctions or engage with prohibited parties
• Exploit vulnerabilities or engage in malicious activities
• Scrape, reverse engineer, or interfere with the Platform
• Use the Services for any illegal or unauthorized purpose

License to Use

Subject to your compliance with these Terms, Partial.ly grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your personal, non-commercial use.

Intellectual Property

All content, trademarks, logos, and intellectual property displayed on the Platform are owned by or licensed to Partial.ly. You may not use, copy, or distribute any content without our prior written consent.

Your use of the Services is also governed by our Privacy Policy, which describes how we collect, use, and protect your personal information. By using the Services, you consent to the practices described in the Privacy Policy.

Partial.ly does not warrant that the Services will be uninterrupted, error-free, secure, or free of viruses or other harmful components. We make no guarantees regarding the accuracy, reliability, or completeness of any information provided through the Services.

You acknowledge and accept the following risks:

• Market Volatility: Digital asset prices are highly volatile and may result in significant losses
• Smart Contract Risk: Smart contracts may contain bugs or vulnerabilities that could result in loss of assets
• Oracle Risk: Price feeds and oracles may be inaccurate or manipulated
• Protocol Changes: DeFi protocols may change their terms, rates, or functionality without notice
• Stablecoin Risk: Stablecoins may lose their peg or become illiquid
• Network Risk: Blockchain networks may experience congestion, forks, or other disruptions

You assume full responsibility for evaluating and understanding these risks before using the Services.

IN NO EVENT SHALL PARTIAL.LY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, OR OTHER INTANGIBLE LOSSES.

You agree to indemnify, defend, and hold harmless Partial.ly, its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses arising out of or related to:

• Your use of the Services
• Your violation of these Terms
• Your violation of any applicable law or regulation
• Your infringement of any third-party rights

Compliance-Driven Restrictions

Partial.ly may suspend or restrict your access to the Services at any time if we believe, in our sole discretion, that you have violated these Terms or applicable laws, or if required for compliance purposes.

Termination Rights

Either party may terminate this agreement at any time. Upon termination, your right to use the Services will immediately cease. Provisions that by their nature should survive termination shall survive.

Informal Resolution

Before initiating any formal dispute resolution process, you agree to first contact us at legal@partial.ly to attempt to resolve the dispute informally for at least 30 days.

Opt-Out Right

You may opt out of this arbitration agreement by sending written notice to legal@partial.ly within 30 days of first accepting these Terms. Your notice must include your name, address, and a clear statement that you wish to opt out.

Small Claims Court

Notwithstanding the above, either party may bring an individual action in small claims court for disputes within that court's jurisdiction.

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.

We reserve the right to modify these Terms at any time. If we make material changes, we will notify you by posting the updated Terms on the Platform and updating the "Last Updated" date. Your continued use of the Services after any changes constitutes your acceptance of the new Terms.

Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms without restriction.

Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

Entire Agreement

These Terms, together with the Privacy Policy and any other legal notices published on the Platform, constitute the entire agreement between you and Partial.ly.

No Waiver

Our failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.

If you have any questions about these Terms, please contact us: