Terms and Conditions

Last updated: June 27, 2024

PLEASE READ THESE TERMS CAREFULLY.

Welcome. Anagram offers Glider, its software-as-a-service platform, that enables Users to build, test, and execute non-custodial trading strategies on-chain.

Our Terms of Service is a contract that governs our Users' use of the Glider Platform. It consists of the following documents:

• Your Order Form is the Anagram-approved form created following your purchase of our product. It contains all of the details about your purchase, including your subscription term and your fees.

We've aimed to keep this document as readable as possible, but in some cases for legal reasons, some of the language is necessarily "legalese". By using the Glider Platform, you are agreeing to these terms. We update these terms from time to time.

DEFINITIONS

"Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with a party to this Agreement. For purposes of this definition, control means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

"Agreement" or "Terms of Service" means these terms and all materials referred or linked to in here, unless otherwise stated.

"Authorized Payment Method" means a payment method accepted by us, as may be updated from time to time.

"Confidential Information" means all confidential information disclosed by a party or its Affiliates ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or a reasonable person would consider confidential. Confidential Information includes all information concerning: the Disclosing Party's past, present or proposed products, marketing plans, engineering and other designs, technical data, business plans, business opportunities, finances, research, development, and the terms and conditions of this Agreement. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. Subject to the foregoing exclusions, User Data will be considered Confidential Information under this Agreement regardless of whether or not it is designated as confidential.

"User Data" means all information that you input via the Glider Platform or make available to Anagram in the course of the services. User Data does not include Glider Content.

"Glider Content" means all information, data, text, messages, software, documentation, sound, video, photographs, graphics, images, and tags that we incorporate into the Glider Platform.

"Glider Platform" means our software-as-a-service platform that enables Users to build, test, and execute non-custodial trading strategies on-chain.

"Order" or "Order Form" means the Glider-approved form by which you agree to subscribe to the Glider Platform.

"Privacy Policy" means the Glider Privacy Policy available at glider.fi/policy, as updated by us from time to time.

"Glider", "we", "us" or "our" means Anagram.

"You", "your" or "User" means the person or entity using the Glider Platform and identified in the applicable account record, billing statement, online subscription process, or Order Form as the User and your Affiliates included in the scope of your purchase.

USE OF SERVICES

1. Eligibility. To be eligible to use the Glider Platform, you must be at least 18 years old. You will need to complete certain verification procedures before you are permitted to use the Glider Platform.
2. Access. We will provide Users access to use the Glider Platform as described in this Agreement and the applicable Order Form. This includes the right to use the software associated with the Glider Platform as part of your authorized use. The rights granted to you in this Section 2.1 are non-exclusive, non-sublicensable and non-transferable. You must ensure that all access, use and receipt is subject to and in compliance with this Agreement.
3. Restrictions. Except as otherwise expressly permitted in this Agreement, you will not: (a) reproduce, modify, adapt or create derivative works of the Glider Platform; (b) rent, lease, distribute, sell, sublicense, transfer or provide access to the Glider Platform to a third party; (c) use the Glider Platform for the benefit of any third party; (d) incorporate any Glider Platform into a product or service you provide to a third party; (e) interfere with or otherwise circumvent mechanisms in the Glider Platform intended to limit your use; (f) reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to the Glider Platform, except to the extent expressly permitted by applicable law (and then only upon advance notice to us); (g) remove or obscure any proprietary or other notices contained in the Glider Platform; (h) use the Glider Platform for competitive analysis or to build competitive products; or (i) encourage or assist any third party to do any of the foregoing.

FEES

4. A description of the way fees are calculated can be found on our website. By using the Glider Platform you agree to pay all fees and, if applicable based on the service, a spread. While Anagram reserves the right to adjust its pricing and fees and any applicable waivers at any time, we may provide at least 30 days' prior notice of certain changes to our pricing schedule, or terms, conditions and policies. We will also notify you of the final price of each transaction, inclusive of pricing and fees, when you authorize the transaction and in each Order Form we issue to you.
5. Payment terms. You must initiate payment for the charges provided through the Glider Platform when submitting the order. If you do not complete the payment to our satisfaction, we will cancel your offer to conclude the purchase.
6. You can use any available and the most convenient Authorized Payment Method as shown on our website at the time of the intended purchase. However, we do not guarantee the availability of any payment method at any moment. We may add, remove or suspend any payment method temporarily or permanently by its own discretion.
7. You represent and warrant that: (i) the payment information you supply to us is true, correct and complete, (ii) you are duly authorized to use the payment method you provide, (iii) charges incurred by you will be honored by the issuer of your payment method, (iv) transaction fees charged for transferring cryptocurrency payments will be incurred by you and, (v) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any, regardless of the amount quoted on the website at the time of your order.
8. Unless otherwise required by applicable law, we have no obligation to provide a refund or a credit. Due to the nature of the Glider Platform as a digital product, no refunds are granted without clear, justified and legitimate reasons. We will assess any refund request for Fees payable in advance on its merits and in the manner set forth in these Terms of Service.
9. Sales Tax. All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any national, state, or local sales, use, value added or other tax, tariff, duty, or assessment levied or imposed by the United States, or any foreign governmental authority arising out of or related to any of the transactions contemplated by this Agreement, other than taxes based upon Glider's income. User must pay directly, or reimburse Glider for the amount of such sales, use, value added or other tax, tariff, duty, or assessment which Glider is at any time obligated to pay or collect.

TERM AND TERMINATION

10. Term and Renewal. Upon any access of the Glider Platform, these Terms of Service thereafter in full force and effect in respect of such access or use. Your Subscription Term, if any, will be specified in your Order Form, and, unless otherwise specified in your Order Form, your subscription will automatically renew for the shorter of the same duration as your prior term or one year. Unless otherwise specified in your Order, to prevent renewal of your subscription, you or we must give thirty (30) days' written notice of non-renewal.
11. Early Cancellation. You may choose to cancel your Subscription Term early at your convenience provided that, we will not provide any refunds.
12. Termination for Cause. Either party may terminate this Agreement for cause, as to the Glider Platform: (i) upon thirty (30) days' notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors. We may also terminate this Agreement for cause on thirty (30) days' notice if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
13. Suspension for Non-Payment. We will provide you with notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend your access to the Glider Platform ten (10) days after such notice. We will not suspend the Glider Platform while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.
14. Effect of Termination or Expiration. Upon termination or expiration of this Agreement, you will stop all use of the Glider Platform. If you terminate this Agreement for cause, we will promptly refund any prepaid but unused fees covering use of the Glider Platform after termination. If we terminate this Agreement for cause, you will promptly pay all unpaid fees due through the end of the Subscription Term. Fees are otherwise non-refundable.

USER DATA

15. User's Proprietary Rights. You own and retain all rights to the User Data. This Agreement does not grant us any ownership rights to User Data. You grant permission to us to use the User Data only as necessary to provide the Glider Platform to you. If you are using the Glider Platform on behalf of another party, then you represent and warrant that you have all sufficient and necessary rights and permissions to do so.
16. Usage Data. We may collect information about Users when you interact with the Glider Platform as permitted by the Agreement.

INTELLECTUAL PROPERTY

17. This is an agreement for access to and use of the Glider Platform, and you are not granted a license to any software by this Agreement. We retain all intellectual property rights to the Glider Content and the Glider Platform.
18. We encourage all Users to comment on the Glider Platform and provide suggestions for improving it. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Glider Platform, without payment or attribution to you.

CONFIDENTIALITY

19. The Receiving Party will: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party, and (iv) limit access to Confidential Information of the Disclosing Party to those of its and its affiliates' employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
20. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process; provided, however, that (i) the Receiving Party will provide the Disclosing Party with prompt notice of any request that it disclose Confidential Information, sufficient to allow the Disclosing Party to object to the request and/or seek an appropriate protective order or, if such notice is prohibited by law, the Receiving Party will disclose the minimum amount of Confidential Information required to be disclosed under the applicable legal mandate; (ii) the Receiving Party will refer the request to the Disclosing Party and will provide reasonable assistance to the Disclosing Party, at the Disclosing Party's cost, in opposing such disclosure or seeking a protective order, unless the Receiving Party is explicitly prohibited from doing so by law or court order; and (iii) in no event will the Receiving Party disclose Confidential Information to a party other than a government agency except under a valid order from a court having jurisdiction requiring the specific disclosure, including in circumstances where the Disclosing Party refuses to provide their consent or fails to respond to the Receiving Party's inquiries in connection with the request to disclose the Confidential Information.

RELEASE OF ANAGRAM; INDEMNIFICATION

21. If you have a dispute with one or more Users of the Glider Platform, you release Anagram, its Affiliates, and each of their respective officers, directors, agents, joint venturers, employees and representatives from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes. You agree to indemnify and hold Anagram, its Affiliates, and each of its or their respective officers, directors, agents, joint venturers, employees and representatives, harmless from any claim or demand (including attorneys' fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to your breach of this Agreement or your violation of any law, rule or regulation, or the rights of any third party.

LIMITATION OF LIABILITY; NO WARRANTY

22. IN NO EVENT SHALL ANAGRAM, ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE (I) FOR ANY AMOUNT GREATER THAN THE TOTAL AMOUNTS PAID OR PAYABLE FOR THE GLIDER PLATFORM IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM, OR (II) FOR ANY AMOUNT GREATER THAN THE TOTAL AMOUNTS PAID TO ANAGRAM AT THE TIME OF THE EVENT OR CIRCUMSTANCE GIVING RISE TO A CLAIM, OR (III) ANY LOST PROFITS, LOSS OF GOODWILL OR REPUTATION, LOSS OF DATA, DIMINUTION IN VALUE OR BUSINESS OPPORTUNITY, ANY LOSS, DAMAGE, CORRUPTION OR BREACH OF DATA OR ANY OTHER INTANGIBLE PROPERTY OR ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH ANY USE OF THE GLIDER PLATFORM, OR THIS AGREEMENT, EVEN IF ANAGRAM HAS BEEN ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE, EXCEPT TO THE EXTENT OF A FINAL JUDICIAL DETERMINATION THAT SUCH DAMAGES WERE A RESULT OF ANAGRAM'S GROSS NEGLIGENCE, FRAUD, WILLFUL MISCONDUCT OR INTENTIONAL VIOLATION OF LAW. THIS MEANS, BY WAY OF EXAMPLE ONLY (AND WITHOUT LIMITING THE SCOPE OF THE PRECEDING SENTENCE), THAT IF YOU CLAIM THAT ANAGRAM FAILED TO PROCESS A BUY OR SELL TRANSACTION PROPERLY, YOUR DAMAGES ARE LIMITED TO NO MORE THAN THE LESSER OF THE VALUE PAID TO ANAGRAM FOR THE TRANSACTION OR THE TOTAL VALUE PAID TO ANAGRAM IN THE PRECEDING TWELVE MONTHS OF THE EVENT GIVING RISE TO THE CLAIM FOR THE SUBSCRIPTION, AND THAT YOU MAY NOT RECOVER FOR LOST PROFITS, LOST BUSINESS OPPORTUNITIES, DIMINUTION IN VALUE OR OTHER TYPES OF SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES ARISING OUT OF OR RELATING TO DIGITAL ASSETS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
23. THE GLIDER PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANAGRAM SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. ANAGRAM DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE GLIDER PLATFORM, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE. ANAGRAM DOES NOT GUARANTEE THAT ANY ORDER WILL BE EXECUTED, ACCEPTED, RECORDED OR REMAIN OPEN. EXCEPT FOR THE EXPRESS STATEMENTS SET FORTH IN THIS AGREEMENT, YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU HAVE NOT RELIED UPON ANY OTHER STATEMENT OR UNDERSTANDING, WHETHER WRITTEN OR ORAL, WITH RESPECT TO YOUR USE AND ACCESS OF THE GLIDER PLATFORM AND GLIDER SITE. WITHOUT LIMITING THE FOREGOING, YOU HEREBY UNDERSTAND AND AGREE THAT ANAGRAM WILL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES ARISING OUT OF OR RELATING TO: (I) ANY INACCURACY, DEFECT OR OMISSION OF DIGITAL ASSET PRICE DATA, OR ANY ERROR, DELAY OR INTERRUPTION IN THE TRANSMISSION OF SUCH DATA; (II) VIRUSES OR OTHER MALICIOUS SOFTWARE OBTAINED BY ACCESSING OUR WEBSITES, SOFTWARE, SYSTEMS OPERATED BY US OR ON OUR BEHALF OR ANY OF THE GLIDER PLATFORM SERVICES OR ANY WEBSITE OR SERVICE LINKED TO OUR WEBSITE; (III) GLITCHES, BUGS, ERRORS, OR INACCURACIES OF ANY KIND IN OUR WEBSITES, SOFTWARE, SYSTEMS OPERATED BY US OR ON OUR BEHALF OR ANY OF THE GLIDER PLATFORM SERVICES; OR (IV) A SUSPENSION OR OTHER ACTION TAKEN WITH RESPECT TO YOUR GLIDER PLATFORM ACCESS.
24. YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE GLIDER PLATFORM TO YOU.

MISCELLANEOUS

31. Compliance with Laws. We will comply with all U.S. state and federal, or foreign laws in our provision of the Glider Platform. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request.

You will not directly or indirectly export, re-export, or transfer the Glider Platform to prohibited countries or individuals or permit use of the Glider Platform by prohibited countries or individuals.

32. Severability. If any part of this Agreement or an Order Form is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
33. Notices. To Glider: Notice will be sent to the contact address set forth below, and will be deemed delivered as of the date of actual receipt.

Anagram
[INSERT ADDRESS]
[INSERT ADDRESS]
Email: [INSERT EMAIL]
Attn: Legal

To you: your address as provided in the Order. We may give electronic notices by general notice via the Glider Platform and may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you. You must keep all of your account information current.

34. Entire Agreement. This Agreement (including each Order), along with our Privacy Policy is the entire agreement between us for the Glider Platform and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you. Our obligations are not contingent on the delivery of any future functionality or features of the Glider Platform or dependent on any oral or written comments made by us regarding future functionality or features of the Glider Platform.
35. Assignment. You will not assign or transfer this Agreement without our prior written consent, except that you may assign this Agreement to a successor by reason of merger, reorganization, sale of all or substantially all of your assets, change of control or operation of law, provided such successor is not a competitor of ours. We may assign this Agreement in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
36. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or will confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
37. Contract for Services. This Agreement is a contract for the provision of services and not a contract for the sale of goods. The provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, will not apply to this Agreement. If you are located outside of the territory of the United States, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not govern this Agreement or the rights and obligations of the parties under this Agreement.
38. Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms. You further warrant and represent that you have the authority to procure your Affiliates compliance with the terms of this Agreement.
39. Survival. All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, sections pertaining to suspension or termination, debts owed to Anagram, general use of the Glider Platform, disputes with Anagram, and general provisions, shall survive the termination or expiration of this Agreement.
40. Precedence. In the event of a conflict between the terms of the Agreement and an Order, the terms of the Order will control, but only as to that Order.
41. Counterparts. This Agreement may be executed in one or more counterparts, each of which will for all purposes be deemed an original and all of which will constitute the same instrument.

[End of Terms of Service]