# Introduction to Coupon Finance

Lending, fixed.

{% embed url="<https://twitter.com/i/status/1729166317448757411>" %}

[Coupon Finance](https://www.coupon.finance/) eliminates term spread in traditional lending protocols by tokenizing interest rates.

* Financing perpetual borrowing with demand deposits exposes traditional lending protocols (Aave, Compound, etc) to term spread.
* Financing term loans with term deposits peer-to-peer removes term spread but breaks fungibility.
* Coupons, by tokenizing interest rates, match term lenders and borrowers in a peer-to-pool fashion.

As a result, lending/deposit spreads are tightened, yielding favorable rates for both depositors and borrowers.

This approach has several benefits over traditional DeFi money markets, such as Aave, that use an interest rate algorithm to manage liquidity risk.

* Price discovery for interest rates without sacrificing utilization.
* Borrowers need not monitor spikes in APY as rates are fixed.
* Removes the need for a withdrawal buffer allowing a 100% utilization rate.

## Understanding Term Spread and Cash Drag

**Term spread** is the difference between long-term and short-term interest rates. Since taking a loan for longer periods is a privilege, lenders charge more for longer-term loans under normal circumstances.  This creates a spread where the long-term rates are higher than the short-term rates.

Traditional lending protocols, such as Aave, use demand deposits subject to short-term rates to finance perpetual borrowing subject to long-term rates. These protocols realize this spread in the form of cash drag, which is the underutilization of assets in the lending pool. The interest rate curve opted for by these protocols enables demand deposits by lowering the utilization rate of the lending pool.

<figure><img src="/files/bMWVKPHhurPtJkRLbwxM" alt=""><figcaption><p>TUSD | sUSD | BUSD Borrow Interest Rate Curve from <a href="https://docs.aave.com/risk/v/master/liquidity-risk/borrow-interest-rate">Aave Docs</a></p></figcaption></figure>

**Cash drag**, or underutilization of the lending pool, creates a lender-borrower spread since the interest paid by borrowers is evenly spread amongst the lending pool. If 100 ETH was in the lending pool, and only 50 ETH was being lent out, the interest paid on 50 ETH will be spread amongst the 100 ETH in the pool, and the cost to borrow would be double the rewards to lend. The 50 ETH not being lent is a drag on the profitability of the pool.


# Why Coupon Finance

## Overview

Coupon Finance is a fixed-rate, fixed-term lending protocol with high flexibility in duration management. It separates yield and principal, tokenizing them fungibly per expiration date.

It is designed to narrow the lending-deposit spread by eliminating term spreads in the current DeFi ecosystem while keeping the peer-to-pool fungibility for liquidity. This offers users greater flexibility in position management, such as the option for early withdrawal. It also opens up new opportunities through enabling interest rate markets.

At a high level, Coupon Finance emulates what happens under the hood in the traditional banking system, with further capital efficiency enabled by the programmable nature of the decentralized finance

## Problem

#### High lending-deposit spread

The discrepancy between low deposit yields and high borrowing rates is a significant issue in current lending protocols.

The 100BP gap between 2% and 3% might seem small, but it's actually a 50% bid-ask spread in terms of the rate market, which is like having $2,000 as the highest bid and $3,000 as the lowest ask in the ETH-USDC market

## Cause

#### Term Spread

Financing perpetual loans with demand deposits imposes term spread, widening the lending-deposit spread.

In plain English, since depositors should be able to withdraw their funds instantly, while borrowers can keep their loans as long as they want, lending yields should stay low and borrowing rates stay high.

## Solution

### Core Idea

#### Eliminate Term Spread

Financing term loans with term deposits eliminates the term spread.

### Existing Solutions & Their Limitations

#### Peer-to-peer lending model

This model matches loans and deposits at the same rate.

The need to match individual borrowers and lenders who agree on the same rate can significantly delay the execution of loans and deposits.

#### Batch-matching model

This model utilizes a batch-based rate decision mechanism, such as an interest rate auction, to solve the matching problem.

However, it only solves the problem for the primary market, but not the secondary market. Therefore, it still lacks flexibility in duration management. For example, opening a new loan position at an arbitrary time is not allowed. Also, withdrawing a fixed-term deposit before its expiration date is not allowed.

#### A Glimpse at TradFi

When you buy a 10-year treasury bond, you’re not expecting to wait for the whole 10 years. Since treasury bonds are “fungible” per expiration date, you can always exit your position by selling the bond at a fair market value. This fungibility brings “liquidity” to lending positions, attracting much larger capital to the market.

### How Coupon Finance Solves the Problem

#### Tokenized Principal/Yield

By separating the yield tokens and principal tokens, the protocol maintains peer-to-pool fungibility, which enables flexible duration management.

#### Free Market Rate Decision

Utilizing Clober's on-chain Central Limit Order Book (CLOB), the interest rates are set through natural price discovery.

## How It Works (Example)

#### Depositor

Alice can make a 1 ETH deposit that expires at the end of the year, and issue coupons accordingly. By selling the coupon at 0.03 ETH, she's effectively getting a 3% yield upfront. Since there’s a coupon issued against Alice's deposit, she cannot redeem the face value before the expiration date.

However, a month later, she changed her mind and wanted to withdraw her deposit. In this case, she can buy a coupon with the same expiration date from the market, and burn it to free her deposit.

#### Borrower

Similarly, let's assume Bob wants to borrow 1 ETH until the end of the year. By purchasing the coupon at 0.03 ETH, he's effectively paying a 3% yield upfront to get a fixed-term loan. Of course, Bob can always pay back his loan before maturity, and sell the coupons to the market to effectively get a partial refund for the interest he paid upfront.

## Value Proposition

For depositors, borrowers, and traders alike, Coupon Finance seems to offer a more equitable and efficient ecosystem. Depositors can secure fixed yields while retaining the option to withdraw before maturation, borrowers benefit from more favorable rates, and traders can utilize yield tokens to speculate on DeFi interest rates, thereby contributing to liquidity.

This is even more efficient than the traditional bond market, in that we can make loans liquid by only providing liquidity to the coupon market, instead of providing liquidity to the bond itself. For example, an ask order for an ETH coupon at 0.03 ETH actually provides liquidity to a 1 ETH deposit.

## Competitive Analysis

| <p><br></p>                    | Lending Protocol 1.0                 | Coupon Finance                        | Other Term Loan Protocols             |
| ------------------------------ | ------------------------------------ | ------------------------------------- | ------------------------------------- |
| Term Deposit/Loan              | <mark style="color:red;">X</mark>    | <mark style="color:blue;">O</mark>    | <mark style="color:blue;">O</mark>    |
| Capital Efficiency             | <mark style="color:red;">Low</mark>  | <mark style="color:blue;">High</mark> | <mark style="color:blue;">High</mark> |
| Lending-deposit spread         | <mark style="color:red;">High</mark> | <mark style="color:blue;">Low</mark>  | <mark style="color:blue;">Low</mark>  |
| Flexible Duration Management   | <mark style="color:blue;">O</mark>   | <mark style="color:blue;">O</mark>    | <mark style="color:red;">X</mark>     |
| Supports Interest rate trading | <mark style="color:red;">X</mark>    | <mark style="color:blue;">O</mark>    | <mark style="color:red;">X</mark>     |

<br>


# Coupons

Answering the question, what is a coupon?

A coupon gives the owner the right but not the obligation to borrow the underlying asset. The coupon's price dictates the interest rates for both lending and borrowing, hence the term "coupon."

While the Coupon Finance front end and helper contracts have been designed so that with regular usage, an address will most likely never end up holding the coupon [ERC-20](https://ethereum.org/en/developers/docs/standards/tokens/erc-20/) tokens, the concept of coupons is necessary to understand how everything works under the hood.

## Coupon Lifecycle

<figure><img src="/files/asr51qiNu0BFK0F5DimG" alt=""><figcaption></figcaption></figure>

### Minting Coupons (Deposit)

Coupons can be minted by locking up (depositing) assets eligible for borrowing within the Coupon Finance system. Each coupon corresponds to a specific asset and epoch. Several coupons will be minted if an asset is locked across multiple epochs. These coupons can each be sold in distinct markets. Borrowers intending to secure loans over extended periods must purchase coupons corresponding to future epochs.

### Burning Coupons (Withdraw)

Depositors wishing to unlock their assets (withdraw) before the coupon's expiry must burn coupons with the same epochs they minted when depositing. This flexibility allows depositors to lend for shorter durations if the predefined epochs don't align with their requirements. Coupons that expire are not required when withdrawing.

### Locking Coupons (Borrow)

Since assets cannot be withdrawn without corresponding coupons, borrowers can securely borrow underlying assets by locking coupons, which removes them from circulation. If all coupons are locked this way, it indicates a utilization rate of 100%.

### Unlocking Coupons (Repay Loan)

When borrowers repay the loan, the coupons locked to secure the loan are unlocked and given to the borrower.

### Coupon Expiry (Collect)

Every coupon corresponds to a specific epoch, and at the end of that epoch, the coupon expires. If every coupon minted from a deposit expires, the underlying asset of that deposit can be collected.


# Bond (Deposit)

The "bond" in bond coupon.

Users can deposit accepted assets into Coupon Finance to mint coupons that get sold into the market for a profit. The proceeds from these sales are seen as upfront interest paid on the deposited assets. Since interest is paid at once, upfront, it provides a fixed-rate deposit. Consequently, the depositor assumes a short position on interest rates.

A Bond Position NFT (Non-Fungible Token) is minted for every deposit made. This NFT is used to keep track of expiry and accounting. The principal of the bond can be collected once every epoch expires.

Users who wish to withdraw before the expiry of their bonds must burn corresponding coupons for each epoch that has not yet reached its expiration. By burning coupons on withdrawal, it ensures that the system maintains its equilibrium between the deposits made and coupons in circulation.

## APY from Coupon Sales

The APY from coupon sales is the following.

$$
\text{Let }p=\text{average proceeds of coupon sales per unit of the underlying asset}\\
\text{Let }d=\text{duration until the last coupon expires}\\
\text{APY}=((1/1-p)^{1\text{ year}/d}-1)\times100%
$$

Let's see how we derived this equation through an example.

100 ETH was deposited for two epochs, with the first and second epochs ending in four and ten months, respectively. This will mint 200 coupons, 100 coupons for each epoch. If there are enough bids for coupons at the first and second epochs at 0.041 and 0.059, the proceeds of selling all the coupons would be 4.1 + 5.9 = 10 ETH.

At first glance, this looks like depositing 100 ETH for ten months nets 10 ETH in interest. However, the 10 ETH from selling coupons can also be deposited, creating more proceeds from selling coupons that can also be deposited, creating a geometric series. The sum of this geometric series would yield 11.111... ETH. Since this was the interest earned for ten months, adjusting for a year would result in an APY of roughly 13.48%.

An interesting observation from the example is that while the coupons for the second epoch cost less than the first epoch per month, the APY of depositing for just the first epoch (13.38%) would have been smaller than the APY of depositing for two epochs (13.48%). Even though coupons cost less at epochs further away, the proceeds will compound more, possibly netting better yields.

## Depositing in Practice

The cyclic process of selling coupons and depositing the proceeds to sell more coupons is pre-calculated and executed through a flash deposit. This means that more coupons than the user deposits are minted and sold into the market, and the proceeds are added to the deposit to make up for the coupons minted in excess of the user's initial deposit. Users will see that the amount deposited is larger than their initial deposit, and the larger amount can be collected on expiry.

## Unutilized Deposits

Deposits yet to be loaned out will be lent on Aave to generate protocol yield. This yield compensates for the losses incurred when market-making, allowing Coupon Finance to offer competitive rates consistently.


# Loan (Borrow)

Money markets, facilitated by coupons

Users can borrow accepted assets from Coupon Finance by putting up collateral and buying coupons from the market. Coupon purchases are seen as an upfront interest payment on borrowed assets. Since interest is paid only once and upfront, it provides a fixed-rate loan. Consequently, the borrower assumes a long position on interest rates.

A Loan Position NFT (Non-Fungible Token) is minted for every loan. This NFT keeps track of expiry, liquidations, and accounting. The loan must be repaid before expiry, or it becomes due for partial liquidation.

Users must lock the corresponding coupons when borrowing, and repaying their debt before the expiry unlocks the coupons which they can sell back into the market to get part of the interest they paid back. If interest rates rise fast enough, this process could net a profit for the borrower from interest alone.

## Interest Rate Paid by Coupon Purchases

The interest rate paid by coupon sales is the following.

$$
\text{Let }p=\text{average spent on coupon purchases per unit of the underlying asset}\\
\text{Let }d=\text{duration until the last coupon expires}\\
\text{APY}=((1/1-p)^{1\text{ year}/d}-1)\times100%
$$

Let's see how we derived this equation through an example.

A loan for 100 ETH was taken for two epochs, with the first and second epochs ending in four and ten months, respectively. This will require 200 coupons, 100 coupons for each epoch. If there are enough coupons for sale at the first and second epochs at 0.041 and 0.059, the total cost of buying the coupons needed would be 4.1 + 5.9 = 10 ETH.

At first glance, this looks like borrowing 100 ETH for ten months costs 10 ETH in interest. However, since 10 ETH has been paid upfront, the loan looks more like a loan for 90 ETH, and 10 ETH more must be borrowed to truly borrow 100 ETH. An additional loan of 10 ETH will cost 1 ETH, and so on, creating an infinite geometric series of loans to fill 100 ETH. The sum of this geometric series would add 11.111... ETH to the loan, making the debt 111.111... ETH for borrowing 100 ETH. Since this must be paid back in ten months, adjusting for a year would result in an interest rate of roughly 13.48%.

An interesting observation from the example is that while the coupons for the second epoch cost less than the first epoch per month, the interest rates of borrowing for just the first epoch (13.38%) would have been lower than the interest rate for two epochs (13.48%). Even though coupons cost less at epochs further away, the interest will compound more, making it more expensive to borrow at longer terms, as should be with [common sense](https://cryptohayes.substack.com/p/patience-is-beautiful).

## Borrowing in Practice

The cyclic process of buying coupons and borrowing more to cover to cost of the coupons is pre-calculated and executed through a flash loan. This means that a bigger loan than the user intended is taken out to buy enough coupons to cover the initial loan as well as the loan to buy the said coupon. Users will see that the debt is larger than their initial intention, and the added amount must be repaid before expiry, acting as the interest payment.

## Collateral

To borrow, the loan must be overcollateralized. This collateral will be lent on Aave to generate protocol yield. This yield compensates for the losses incurred when market-making, allowing Coupon Finance to offer competitive rates consistently.

The borrowing capacity depends on two key factors: the type of collateral used and the volume supplied. Each asset pair is assigned a liquidation threshold and liquidation target. The threshold establishes the maximum amount that can be borrowed against a given collateral.

In order to prevent users from inadvertently borrowing excessively and potentially triggering a liquidation event, a precautionary measure has been set in place. Initially, our front end will use the liquidation target instead as the maximum borrowable amount.

The liquidation target is a measure that indicates the extent to which a liquidation can be initiated once the Loan-to-Value (LTV) exceeds the designated liquidation threshold. It serves as a safety net for borrowers, ensuring they are not unfairly liquidated beyond the means to keep the system solvent.

The liquidation threshold and target can be found [here](/mechanism/loan-borrow/liquidation).


# Liquidation

Keeping the liquidity protocol liquid

Liquidations are a vital component of all DeFi money markets, ensuring that depositors do not incur bad debt that can affect the health of the whole protocol.

Coupon Finance implements partial liquidations that only liquidate until the liquidation target is met, lessening the penalty for borrowers who mismanaged their funds.

## Conditions

Liquidations can occur on two occasions.

1. Debt outstanding after coupon expiry
2. LTV exceeding the liquidation threshold

### Debt Outstanding after Coupon Expiry

When the coupons expire, and the debt is still unpaid, to make the depositors whole, these loan positions must be liquidated until all the debt is repaid. To avoid such an incident, borrowers must remember to repay their debts before expiry or buy coupons to lengthen the loan duration.

### LTV Exceeding the Liquidation Threshold

Coupon Finance assigns a liquidation threshold for each asset pair depending on the volatility. When a loan of an asset is given out, it must be overcollateralized with a different asset, and the LTV must be lower than the liquidation threshold set for that asset pair. Borrowers must repay their debt or add more collateral before the LTV becomes too high to prevent liquidations.&#x20;

| Loan Asset | Collateral Asset | Liquidation Threshold | Liquidation Target |
| ---------- | ---------------- | --------------------- | ------------------ |
| ETH        | wstETH           | 95%                   | 90%                |
| ETH        | USDC             | 80%                   | 70%                |
| ETH        | USDT             | 80%                   | 70%                |
| ETH        | ARB              | 80%                   | 70%                |
| USDC       | wstETH           | 80%                   | 70%                |
| USDC       | USDT             | 95%                   | 90%                |
| USDC       | ARB              | 80%                   | 70%                |
| ARB        | wstETH           | 70%                   | 60%                |
| ARB        | USDC             | 70%                   | 60%                |
| ARB        | USDT             | 70%                   | 60%                |

## Liquidation Fee

Liquidations on Coupon Finance can be performed permissionlessly and are monetarily incentivized via a liquidation fee. When a liquidation is performed, 2% of the collateral liquidated is collected as a fee, of which 0.5% goes to the protocol. Since a part of the debt is repaid, coupons to secure the loan are unlocked and given to the borrower. The borrower can either use the coupons to borrow again, or sell it to get back to retrieve a part of the interest paid earlier.


# Points

Ten points to Gryffindor!

## How to get points

Points are given to those who use our protocol, participated in the testnet, or were holders of planted(staked) $MANGO tokens during the liquidation snapshot.

### Point Farming

Point farming will end when Coupon Finance releases the protocol token, $CPN. You can get points by contributing to the TVL.

#### Farming with Deposits

For every dollar's worth of assets deposited into Coupon Finance per hour, you earn one point. For instance, depositing 2 ETH for 24 hours, with ETH valued at $2000 at the time of deposit, nets you 96,000 points (calculated as 2 ETH \* $2000 \* 24 hours). Note: The asset price used for each position is set independently, and updates are triggered on withdrawal.

#### Farming by Borrowing

For every dollar's worth of assets used as collateral on Coupon Finance per hour, you earn one point. For instance, if you put up 2 ETH for 24 hours, with ETH valued at $2000 at the time of the loan, it nets you 96,000 points (calculated as 2 ETH \* $2000 \* 24 hours). It does not matter how much you borrow; it depends on the collateral size. Note: The asset price used for each position is set independently, and updates are triggered whenever the collateral size changes.

### Testnet Users

Those who have participated in the now-closed Testnet will receive 100,000 points. This is equivalent to depositing 100 USDC for 1000 hours.

### Planted MANGO Holders

Individuals holding planted $MANGO tokens at the time of the liquidation snapshot will receive points. The calculation is based on the $pMANGO balance divided by 10, discarding any remainder. You can find the snapshot balances [here](https://www.mangofarmers.club/balances.json). (Note: These balances are in raw format with 18 decimals. Divide by 10^18 to convert to a standard balance.)


# Distribution

Let there be tokens

## Draft

*TOKEN DISTRIBUTION IS NOT FINAL*

#### Farming

Farmers shall make a fixed-term deposit of 7 calendar months to farm $CPN. The deposits will become withdrawable after the deposit term, after which farmers will be able to claim their $CPN rewards. Withdrawal before maturation is also allowed, in which case the scheduled $CPN reward will be canceled accordingly. &#x20;

Phases 1 and 2 are designed to appropriately reward the early contributors who find fundamental values in Coupon Finance and are willing to support the protocol in the long term.

Please DYOR.


# Overview

As with any financial service, there are inherent risks associated with using the platform. This document outlines some of the primary risks associated with Coupon Finance.

## Smart Contract Risks

### Bugs **or Vulnerabilities**

Smart contracts are code-based and may contain bugs or vulnerabilities that hackers can exploit. Even though the smart contracts have undergone thorough [audits](/etc/audit), it's impossible to guarantee that they're completely free from bugs.

### Non-upgradeable

Coupon Finance is non-upgradeable, which reduces centralized attack vectors. However, this also means that in the event of an unforeseen attack or exploit, developers have limited options to intervene.

### External Contracts

Assets that are unlent or being used as collateral are used by external protocols such as Aave to earn yield. This is called [surplus management](/risks/surplus-management). If these external contracts are compromised, it could lead to a loss of funds for Coupon Finance as well.

## Liquidity Risks

### **Coupon Shortage**

If there aren't enough coupons on the market, depositors might be unable to withdraw their funds instantly. They must then wait for new depositors to sell coupons into the market or for borrowers to repay their debts.

### Liquidation

If the value of the collateral drops, a loan might dip below the liquidation LTV, potentially leading to liquidation. Coupon Finance supports fractional liquidations, where loans are liquidated only until they reach a target LTV. To incentivize liquidations, Coupon Finance collects a liquidation fee.

### Insolvency

When collateral value drops too quickly, it might not cover the borrowed amount, resulting in insolvency. In such an event, there's no incentive for liquidators or borrowers to pay back the debt, and the lender accrues bad debt. Unlike Aave, Coupon does not pool all assets, and each deposit asset has a [list of compatible collateral](/risks/collateral-configuration) and liquidation LTV values assigned to it. This means that when a specific collateral goes bad, only deposit assets connected to it are affected.


# Oracle Manipulation

Price discovery is expensive.

Coupon Finance exclusively utilizes Chainlink oracles to ensure accurate and secure pricing data for all assets within the protocol. Chainlink's decentralized oracle network provides reliable, tamper-proof data which is crucial for the correct functioning of our markets.

## Why oracles?

1. **Determining Market Value of Assets**: Accurate asset pricing is crucial for the stability and integrity of our markets.
2. **Enforcing Over-collateralization Rules**: Oracles help enforce the over-collateralization rules to ensure that the value of collateral remains higher than the loan value, thus safeguarding the interests of lenders.
3. **Liquidation Procedures**: In scenarios where the value of a borrower's collateral declines to a certain level, accurate pricing data from oracles initiates the liquidation processes to protect lenders.

## Managing Oracle Risks

Even with Chainlink's established reputation, it's crucial for users to understand the inherent risks associated with oracle-based data retrieval. We encourage users to remain informed and exercise due diligence when participating in our markets.


# Surplus Management

Making Monies

Surplus Management involves the strategic utilization of funds that are idle within the Coupon Finance ecosystem. Specifically, it refers to the allocation of deposits not actively being lent out, as well as collateral assets, to external yield-generating opportunities. The primary aim is to optimize the return on all assets under the protocol's control.

Currently, Coupon Finance employs Aave for such investments to earn additional interest. However, this practice introduces an element of external contract risk. Should Aave face insolvency or any significant operational issues, the assets placed in Aave by Coupon Finance could be adversely affected, potentially impacting the protocol's surplus funds.

The yield generated from Surplus Management is directed back into the Coupon Finance treasury. This inflow of profits serves a dual purpose: it adds to the protocol’s reserves and acts as a financial buffer. For users, this buffer enhances the security of their deposits, providing additional protection in scenarios where the protocol might face liquidity issues. By having this surplus from external yield-generating activities, Coupon Finance effectively strengthens its solvency, which is a direct benefit to its users, as it can help maintain the protocol's operations and user confidence even in adverse market conditions.


# Collateral Configuration

With Coupon Finance, risk is rewarded 💰

In Coupon, the same asset can be lent out to relatively safe collateral for lower rates or risky collateral for higher rates. This enables higher yields without compromising the whole protocol.

Our m:n mapping allows us to customize the risk. This means long-tail assets can be listed on Coupon, opening up opportunities for both lenders and borrowers.

The asset to collateral m:n mapping will be set by Coupon governance in the future. This ensures a dynamic and responsive ecosystem that adapts to changing market conditions.

<figure><img src="/files/MSTbh9ptBQs9zbEnOvta" alt=""><figcaption></figcaption></figure>


# Deposit

How to deposit on Coupon Finance

> Make your money work for you

1. Select an asset to deposit

<figure><img src="/files/iXBopbgzkjFA0YLzBhdA" alt=""><figcaption></figcaption></figure>

2. Set the amount to deposit and for how long

<figure><img src="/files/i5lA2s5BrQelvM9GiP8x" alt=""><figcaption></figcaption></figure>


# Withdraw

How to withdraw before the bond expires

1. Click "Withdraw" on the deposit to withdraw.

<figure><img src="/files/upLmcmHJcm0QBVcwzmvI" alt=""><figcaption></figcaption></figure>

2. Set how much to withdraw. Coupons will be repurchased from the market to enable withdrawal on confirmation.

<figure><img src="/files/zB8KF0bUPai0RyRErZcV" alt=""><figcaption></figcaption></figure>


# Collect

How to collect the principle on expired bonds

1. Click "Collect" on the deposit to collect. Only expired deposits can be collected.

<figure><img src="/files/tIe42G0u99ehbAroimcG" alt=""><figcaption></figcaption></figure>


# Borrow

How to borrow on Coupon Finance

> So... you like leverage?

1. Select an asset to borrow

<figure><img src="/files/TB6jekFFpADEA2AJ82Un" alt=""><figcaption></figcaption></figure>

2. Set the type and amount of collateral and the amount to borrow.

<figure><img src="/files/BUdumUZXphfU1jeaA6uN" alt=""><figcaption></figcaption></figure>


# Repay

How to repay the loan

1. Click "Repay" on the loan to repay.

<figure><img src="/files/8PNjVeslOCpRRkPeR2rZ" alt=""><figcaption></figcaption></figure>

2. You can repay with assets in your wallet or by selling some of the collateral.&#x20;

<figure><img src="/files/qKM4fvVTcQkiwXKEbBce" alt=""><figcaption></figcaption></figure>

<figure><img src="/files/m3nrAU3rNWGmENWTvJI8" alt=""><figcaption></figcaption></figure>


# Borrow More

How to borrow more on the same collateral


# Add/Remove Collateral

How to add or remove collateral


# Lengthen/Shorten Duration

How to change the duration of the loan


# Smart Contract

The smart contracts for Coupon Finance are fully [audited](/etc/audit) and [open-sourced](https://github.com/clober-dex/coupon-finance) under the following [license](https://license.coupon.finance/LICENSE.pdf).

## Quick Links

[License](https://license.coupon.finance/LICENSE.pdf)

[Github](https://github.com/clober-dex/coupon-finance)

[Audit](/etc/audit)


# Front End

The front end for coupon finance is completely [open-sourced](https://github.com/clober-dex/coupon.finance).


# Brand Kit

Branding is the art of becoming knowable, likable, and trustable - John Jantsch

## Logo

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## Don'ts

Please don’t diminish the value of our logo. Avoid the following treatments.

![](/files/4TBI81pGrduxD3tvyeE5)

* Don't stretch

![](/files/4SdEUBeGBOoI2hcn7im1)

* Don't outline

![](/files/F937z1CPFAWXrPsCPm6r)

* Don't apply unapproved colors

![](/files/5kMgDZzjnU3uW7dDHcPz)

* Don't apply shadows or effects

![](/files/Gvzy2lYTBkqa8NO6o6QS)

* Don't rotate

![](/files/nuGJOchdpdSiCswgBnZ8)

* Don't modify proportions

## Color Guide

### Colors

{% hint style="danger" %}
Please use the exact brand color.
{% endhint %}

**Primary Gradient** (#00E053\~#24F2FF)

<figure><img src="/files/778A4FIKdvpArbN0tCMD" alt=""><figcaption></figcaption></figure>

**Black** (#030712)

<figure><img src="/files/BZszQoRHsHc5k5dmpWFo" alt=""><figcaption></figcaption></figure>

**White** (#FFFFFF)

<figure><img src="/files/NaecZNhGRyDXUXzz8FlA" alt=""><figcaption></figcaption></figure>

### Combinations

These are the available combinations between logo and background colors.

<figure><img src="/files/ZGi9cM6a83z3g60g235X" alt=""><figcaption></figcaption></figure>

* **Logo:** Primary Gradient
* **Background:** Black (#030712)

<figure><img src="/files/p2GCGPPmTK3sU5up8HVA" alt=""><figcaption></figcaption></figure>

* **Logo:** White (#FFFFFF)
* **Background:** Black (#030712)

<figure><img src="/files/JpGjOHJF9yLsAqYd9ex8" alt=""><figcaption></figcaption></figure>

* **Logo:** Black (#030712)&#x20;
* **Background:** White (#FFFFFF)


# Community Links

Only click official links; unofficial ones may risk your assets and data.

* [App (https://www.coupon.finance)](https://www.coupon.finance/)
* [X (formally known as Twitter) (https://x.com/CouponFinance)](https://x.com/CouponFinance)
* [Discord (https://discord.gg/clober)](https://discord.gg/clober)


# Audit

When writing the smart contracts for Coupon Finance, we had one motto, "build something you would trust with your own money." That's why we focused more on audit quality and less on rubber stamps.

Coupon Finance has been audited by some of the best in the field. We ran two separate audits, one with [Trust Security](https://www.trust-security.xyz/) and another freelance audit by [HickupHH3](https://twitter.com/HickupH). This was the first time working with Trust and the second time with [HickupHH3](https://twitter.com/HickupH), and from our experience building smart contracts for years, they are some of the best in the industry.

{% file src="/files/0YnRHJ164hscqG5LbBWp" %}
Trust Security Audit Report
{% endfile %}

{% file src="/files/fJun1KMTlymDJoFJKCIB" %}
HickupHH3 Audit Report
{% endfile %}


# Terms of Use

To use our service, please agree to the terms of use

**1. General**

These terms and conditions (“ Terms ”) govern the use of the Website (defined below) and the Services (defined below). These Terms also include any guidelines, announcements, additional terms, policies, and disclaimers made available or issued by us from time to time. These Terms constitute a binding and enforceable legal contract between Clober Labs Limited and its affiliates (“ Company ”, “ Clober ”, “ we ”, “ us ”) and you, an end user of the services (“ you ” or “ User ”) at https\:// clober.io/ (“ Services ”).By accessing, using or clicking on our website (and all related subdomains) or its mobile applications (“ Website ”) or accessing, using or attempting to use the Services, you agree that you have read, understood, and to are bound by these Terms and that you comply with the requirements listed herein. Please note that blockchain networks, even if Clober publishes domain names or other records to them, are controlled by third parties (who may be distributed networks of independent computers), and are therefore not included in the definition of the “Website”. If you do not agree to all of these Terms or comply with the requirements herein, please do not access or use the Website or the Services.Information contained in this Website is current as at the date of publication, and we may modify, suspend or discontinue the Website or the Services at any time and without notifying you. We note that these Terms between you and us do not enumerate or cover all rights and obligations of each party, and do not guarantee full alignment with needs arising from future development. In addition, when using some features of the Services, you may be subject to specific additional terms and conditions applicable to those features. Therefore, our privacy policy, platform rules, guidelines and all other agreements entered into separately between you and us are deemed supplementary terms that are an integral part of these Terms and shall have the same legal effect. Your use of the Website or Services is deemed your acceptance of any supplementary terms too.This Website and the Services are not available to residents of Afghanistan, American Samoa, Angola, Armenia, Azerbaijan, Belarus, Bosnia and Herzegovina, Botswana, Burundi, Cambodia, Cameroon, Canada, Central African Republic, Chad, China, Crimea of Ukraine, Cuba, Democratic People's Republic of Korea, Democratic Republic of the Congo, Eritrea, Ethiopia, Ghana, Guam, Guinea, Guinea-Bissau, Haiti, Iran, Iraq, Japan, Laos, Lebanon, Liberia, Libya, Madagascar, Mali, Mozambique, Myanmar, Nicaragua, Northern Mariana Islands, Pakistan, Puerto Rico, Republic of Korea, Republic of the Congo, Russia, Somalia, South Sudan, Sri Lanka, Sudan, Syrian Arab Republic, Tajikistan, Trinidad and Tobago, Turkmenistan, Uganda, United States, Uzbekistan, Vanuatu, Venezuela, Virgin Islands (U.S.), Yemen, and Zimbabwe and any other jurisdiction in which accessing or using our protocol is prohibited (each a “ Restricted Country ”). We reserve the right to choose markets and jurisdictions to conduct business and may restrict or refuse the access of Website and our Services in other countries or regions in our sole discretion.

**2. Amendment to Terms**

We may change, update, add or remove provisions of these Terms from time to time. Any and all modifications or changes to these Terms will become effective upon publication on our Website or release to Users. Therefore, your continued use of our Services is deemed your acceptance of the modified Terms and rules. If you do not agree to any changes to these Terms, please do not access or use the Website or the Services.

**3. Protocol**

The Website is an interface that enables you to interact with the Protocol, which is a decentralised autonomous smart contract system deployed on certain blockchain networks (the “ Protocol ”). The Protocol shall be available on the Ethereum, Polygon, ZK Sync or more blockchain networks, the list of such networks may evolve from to time. It is further expressly acknowledged that we neither control nor operate the Protocol. Information and materials about the Protocol available on the Website are provided for the information purposes only, are not binding and do not form a part of these Terms.The Protocol is comprised of smart contracts deployed on the blockchain network(s) that operate in a decentralised and autonomous manner. These smart contracts can be reviewed, verified, used, copied, modified, and distributed by anyone (subject to the terms of the applicable license). Accordingly, there might be other interfaces enabling interaction with the Protocol that we neither control nor are affiliated with. Furthermore, anyone can interact directly with the Protocol bypassing Clober and other interfaces. You should carefully and thoroughly review and assess the Protocol and related software before you use them, and any such use shall be at your own risk. You should always do your own research.You further acknowledge that we do not control the Protocol, its underlying blockchain networks, and any software through which such network is formed. Clober only provides the users with the Website being an interface to access the Protocol. Accordingly, in no event shall Clober be responsible for or held liable in connection with the Protocol, underlying blockchain networks or software, their operation, functioning, implementation, or use, and you hereby assume and accept any and all related risks, including the risk of possible losses and damages that you may incur in connection with the use thereof.

**4. Digital Assets**

Our Services allow users to acquire, transact, utilise and interact certain digital assets (“ Digital Asset ”), which refer to a digital representation of value originating in the rights associated with the Digital Asset, where the ownership of such asset is recorded in a blockchain protocol using smart contracts. There are risks in trading or otherwise dealing in Digital Assets. We explain some of these risks at section ‘Disclaimers and Assumption of Risks’.

**5. Your Digital Wallet**

When using the Website, you may connect your digital wallet through one of the third party software wallets compatible with Ethereum, Polygon, ZK Sync, or any other blockchain which may evolve from time to time. Software wallets constitute third party services and Clober is not responsible for, does not endorse, shall not be held liable in connection with, and does not make any warranties, whether express or implied, as to the software digital wallets used by you with the Website or otherwise. When using third party software wallets, you should review applicable terms and policies that govern your use of such software.Clober never receives access to or control over your digital Wallet or virtual assets held in such digital wallet. Therefore, you are solely responsible for securing your digital wallet and credentials thereto (including private key, seed phrase, password, etc.) You may disconnect your digital wallet from the Website at any time.

**6. Decentralised Exchange**

The Website includes a decentralized exchange platform which is an interface only allowing users to access, trade and transfer Digital Assets between themselves on the Protocol (“ DEX ”).You understand that the DEX is independent from the Protocol, provides a web-based means of access between the buyers and sellers of Digital Assets, and that our responsibilities are limited to the user’s functionality and availability of the DEX.We are not an intermediary or a reseller of Digital Assets and neither are we a party to any agreement entered into between a buyer and a seller. We have no control over the conduct of buyers, sellers or any other users of the DEX, nor on the Digital Assets offered to be sold to users, or the features and rights associated with such Digital Assets. We accept no liability for any aspect of the buyer’s and seller’s interactions, including but not limited to the description of Digital Assets offered for sale and the delivery of them to you.The DEX does not allow transaction in fiat or any other means of payment, other than Digital Assets. The list of Digital Assets available on the DEX may evolve from time to time at our sole discretion. Any purchases or financial transactions on the DEX will be completed through smart contracts of the Protocol using your compatible Wallet.We have no control over the purchase or sale prices of Digital Assets, which are determined by market participants’ bids and offers. Furthermore, we will have no insight into or control over these payments or transactions, nor do we have the ability to reverse any transactions. With that in mind, we will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage in via the DEX. Clober will not issue refunds for any purchases made of Digital Assets. If you decide that you do not want a Digital Asset following your purchase of the same, your sole recourse is to resell your Digital Asset on the DEX or on any other platform.Although we cannot remove, freeze or pause any market on the blockchain, we reserve the right to determine the appropriateness of listings on the DEX and have the discretionary power to remove any listing from the Website at any time. If you offer a Digital Asset in violation of these Terms, we may take corrective actions, as appropriate, including but not limited to suspension of your access to our Website. Although we cannot destroy or impound your Digital Assets, we reserve the right to destroy inappropriate metadata stored on our servers.The Protocol will collect a trading fee as prescribed by each market for conducting a transaction with another user via the DEX (“ Commission ”). Any user can create a new market and become the host of the market. The creator of each market shall set an immutable trading fee at the stage of creation. You acknowledge and agree that eighty per cent. (80%) of the Commission will be transferred to the host of the relevant market, as a part of the transaction, and twenty per cent. (20%) of such Commission shall be directed to Clober’s DAO Treasury.We do not operate or control any liquidity pools on the Protocol, or control trade execution on the Protocol. We do not hold custody of any of your Digital Assets. We will have no liability to you or to any third party for any claims, loss or damages that may arise as a result of any interaction, operation or transaction on the DEX.

**7. Eligibility**

By accessing, using or clicking on our Website and using or attempting to use our Services, you represent and warrant that:

* (a) as an individual, legal person, or other organization, you have full legal capacity and authority to agree and bind yourself to these Terms;
* (b) you are at least 18 or are of legal age to form a binding contract under applicable laws;
* (c) your use of the Services is not prohibited by applicable law, and at all times compliant with applicable law, including but not limited to regulations on anti-money laundering (“ AML ”), anti-corruption, and counter-terrorist financing (“ CTF ”);
* (d) you are not a citizen, resident or domiciliary in a Restricted Country, nor are you using our Services on behalf of any person or entity from a Restricted Country;
* (e) you have not been included in any trade embargoes or economic sanctions list, the list of specially designated nationals maintained by OFAC, or the denied persons or entity list of the U.S. Department of Commerce, nor you have been a subject or target of any other economic sanctions administered or enforced by the United Nations, the European Union or the United Kingdom;
* (f) you have not been previously suspended or removed from using our Services;
* (g) if you act as an employee or agent of a legal entity, and enter into these Terms on their behalf you represent and warrant that you have all the necessary rights and authorizations to bind such legal entity; and
* (h) you are solely responsible for use of the Services and, if applicable, for all activities that occur on or through your user account.

**Identity Verification**

We and our affiliates may, but are not obligated to, collect and verify information about you in order to keep appropriate record of our users, protect us and the community from fraudulent users, and identify traces of money laundering, terrorist financing, fraud and other financial crimes, or for other lawful purposes.We may require you to provide or verify additional information before permitting you to access, use or click on our Website and/or use or attempt to use our use or access any Services. We may also suspend, restrict, or terminate your access to our Website or any or all of the Services in the following circumstances: (a) if we reasonably suspect you of using our Website and Services in connection with any prohibited use or business; (b) your use of our Website or Services is subject to any pending litigation, investigation, or government proceeding and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your activity; or (c) you take any action that we deem as circumventing our controls, including, but not limited to, abusing promotions which we may offer from time to time.In addition to providing any required information, you agree to allow us to keep a record of that information during the period for which your account is active and within five (5) years after your account is closed. You also authorize us to share your submitted information and documentation to third parties to verify the authenticity of such information. We may also conduct necessary investigations directly or through a third party to verify your identity or protect you and/or us from financial crimes, such as fraud, and to take necessary action based on the results of such investigations. We will collect, use and share such information in accordance with our privacy policy.If you provide any information to us, you must ensure that such information is true, complete, and timely updated when changed. If there are any grounds for believing that any of the information you provided is incorrect, false, outdated or incomplete, we reserve the right to send you a notice to demand correction, directly delete the relevant information, and as the case may be, terminate all or part of the Services we provide for you. You shall be fully liable for any loss or expense caused to us during your use of the Services. You hereby acknowledge and agree that you have the obligation to keep all the information accurate, update and correct at all times.We reserve the right to cooperate with the competent authorities when and if necessary, in the event that any funds are found to be in violation of relevant and applicable AML or CTF laws and regulations.

**Restrictions**

You shall not access, use or click on our Website and/or use or attempt to use the Services in any manner except as expressly permitted in these Terms. Without limiting the generality of the preceding sentence, you may NOT:

* (a) use our Website or use the Services in any dishonest or unlawful manner, for fraudulent or malicious activities, or in any manner inconsistent with these Terms;
* (b) violate applicable laws or regulations in any manner ;
* (c) infringe any proprietary rights, including but not limited to copyrights, patents, trademarks, or trade secrets of Clober or any proprietary rights of other third parties;
* (d) use our Website or use the Services to transmit any data or send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware, or any other harmful programmes or computer code designed to adversely affect the operation of any computer software or hardware;
* (e) use any deep linking, web crawlers, bots, spiders or other automatic devices, programs, scripts, algorithms or methods, or any similar or equivalent manual processes to access, obtain, copy, monitor, replicate or bypass the Website or the Services;
* (f) make any back-up or archival copies of the Website or any part thereof, including disassembling or de-compilation of the Website;
* (g) violate public interests, public morals, or the legitimate interests of others, including any actions that would interfere with, disrupt, negatively affect, or prohibit other Users from using our Website and the Services;
* (h) use the Services for market manipulation (such as pump and dump schemes, wash trading, self-trading, front running, quote stuffing, and spoofing or layering, regardless of whether prohibited by law);
* (i) attempt to access any part or function of the Website without authorization, or connect to the Website or Services or any Company servers or any other systems or networks of any the Services provided through the services by hacking, password mining, phishing, cracking or any other unlawful or prohibited means;
* (j) probe, scan or test the vulnerabilities of the Website or Services or any network connected to the properties, or violate any security or authentication measures on the Website or Services or any network connected thereto;
* (k) reverse look-up, track or seek to track any information of any other Users or visitors of the Website or Services;
* (l) take any actions that imposes an unreasonable or disproportionately large load on the infrastructure of systems or networks of the Website or Services, or the infrastructure of any systems or networks connected to the Website or Services;
* (m) use any devices, software or routine programs to interfere with the normal operation of any transactions of the Website or Services, or any other person’s use of the Website or Services;
* (n) forge headers, impersonate, or otherwise manipulate identification, to disguise your identity or the origin of any messages or transmissions you send to Clober or the Website; or
* (o) manipulate the price of a Digital Asset in any way, including preventing bidding or using the Platform to conceal economic activity.

By accessing the Services, you agree that we have the right to investigate any violation of these Terms, unilaterally determine whether you have violated these Terms, and take actions under relevant regulations without your consent or prior notice.

**10. Fee and Payment**

Any transactions from the Website will be done through smart contracts on a blockchain using a wallet compatible with Ethereum, Polygon, ZK Sync or any other blockchain as may evolve from time to time. Any financial transactions that you engage in will be conducted solely through the blockchain via a wallet. We will have no insight into or control over these payments or transactions, nor do we have the ability to reverse any transactions. With that in mind, we will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage in via the Website, or any other transactions that you conduct via Ethereum, Polygon, ZK Sync or other blockchain networks.We may implement at our sole discretion, additional means of payments (including but not limited to) fiat or cryptocurrency payments that are provided by independent third party service providers that we have partnered with. Such fiat or cryptocurrency payment options will be directly accessible on the Website. You, however, acknowledge and understand that we have no insight into, or direct control over, the services provided by such third party service providers and we shall have no liability to you or to any third party for any claims or damages that may arise from your use of such services. The use of any third party payment services available on our Website will likely have its own set of rules and guidelines for usage of such services. We do not endorse, and we shall not be responsible or liable for, any content, advertising, products, payment mechanisms and processes or materials on or available from your use of such services.Ethereum, Polygon, ZK Sync and other blockchain networks may require the payment of a transaction fee (“ Gas Fee ”) for every transaction that occurs on the network. The Gas Fee funds the network of computers that run the decentralized Ethereum, Polygon, ZK Sync, or other blockchain networks. This means that you will need to pay a Gas Fee for each blockchain transaction that occurs via the Website.

**11. Termination**

Clober may terminate, suspend, or modify your access to Website and/or the Services, or any portion thereof, immediately and at any point, at its sole discretion. Clober will not be liable to you or to any third party for any termination, suspension, or modification of your access to the Services. Upon termination of your access to the Services, these Terms shall terminate, except for those clauses that expressly or are intended to survive termination or expiry.

**12. Disclaimers and Assumption of Risk**

OUR SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. 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.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. CLOBER DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE WEBSITE, ANY PART OF THE SERVICES, INCLUDING MOBILE SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR FREE OF ERROR, HARMFUL COMPONENTS OR OTHER MALICIOUS, DESTRUCTIVE OR CORRUPTING CODE, AGENT, PROGRAM OR MACROS AND WILL NOT BE LIABLE FOR ANY LOSSES RELATING THERETO. CLOBER DOES NOT REPRESENT OR WARRANT THAT THIS WEBSITE WILL MEET YOUR NEEDS, OR THAT THE WEBSITE, THE SERVICES OR ANY MATERIALS OF CLOBER ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS EXPRESSLY DISCLAIM ANY LIABILITY, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OF OTHERWISE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, INTANGIBLE OR CONSEQUENTIAL LOSSES OR DAMAGES ARISING OUT OF OR RELATING TO:

* (a) ANY PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF CLOBER OR ITS AFFILIATES ;
* (b) ANY AUTHORIZED OR UNAUTHORIZED USE OF THE WEBSITE OR SERVICES, OR IN CONNECTION WITH THIS AGREEMENT;
* (c) ANY INACCURACY, DEFECT OR OMISSION OF ANY DATA OR INFORMATION ON THE WEBSITE;
* (d) ANY ERROR, DELAY OR INTERRUPTION IN THE TRANSMISSION OF SUCH DATA;
* (e) ANY DAMAGES INCURRED BY ANY ACTIONS, OMISSIONS OR VIOLATIONS OF THESE TERMS BY ANY THIRD PARTIES;
* (f) ANY LOSS OR DAMAGE CAUSED BY ILLEGAL ACTIONS OF OTHER THIRD PARTIES OR ACTIONS NOT AUTHORIZED BY CLOBER, INCLUDING BUT NOT LIMITED TO ANY VIRUS ATTACK, THEFT OR OTHER SECURITY THREATS, SECURITY BREACH OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL DAMAGING COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, SOURCE CODE, SMART CONTRACT OR OTHER PROPRIETARY MATERIAL; OR
* (g) ANY LOSS OR DAMAGE ASSOCIATED WITH THE BLOCKCHAIN UNDERLYING TECHNOLOGY NOT FUNCTIONING AS INTENDED, PROTOCOL DEFICIENCIES OR TECHNOLOGICAL FAILURE.

EVEN IF CLOBER 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 OUR GROSS NEGLIGENCE, ACTUAL FRAUD, WILLFUL MISCONDUCT OR INTENTIONAL VIOLATION OF LAW OR EXCEPT IN JURISDICTIONS THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES. WE WILL NOT BE LIABLE TO ANY PERSON FOR ANY LOSS RESULTING FROM A CAUSE OVER WHICH WE DO NOT HAVE CONTROL. THIS PROVISION WILL SURVIVE THE TERMINATION OF THESE TERMS.WE MAKE NO WARRANTY AS TO THE MERIT, LEGALITY OR JURIDICAL NATURE OF ANY TOKEN SOLD ON OUR PLATFORM (INCLUDING WHETHER OR NOT IT IS CONSIDERED A SECURITY OR FINANCIAL INSTRUMENT UNDER ANY APPLICABLE SECURITIES LAWS).BY MAKING USE OF OUR SERVICES, YOU ACKNOWLEDGE AND AGREE THAT: (A) YOU ARE AWARE OF THE RISKS ASSOCIATED WITH TRANSACTIONS OF ENCRYPTED OR DIGITAL TOKENS OR CRYPTOCURRENCIES WITH A CERTAIN VALUE THAT ARE BASED ON BLOCKCHAIN AND CRYPTOGRAPHY TECHNOLOGIES AND ARE ISSUED AND MANAGED IN A DECENTRALIZED FORM (“DIGITIAL ASSETS”); (B) YOU SHALL ASSUME ALL RISKS RELATED TO THE USE OF THE SERVICES AND TRANSACTIONS OF DIGITAL ASSETS; AND (C) CLOBER SHALL NOT BE LIABLE FOR ANY SUCH RISKS OR ADVERSE OUTCOMES. AS WITH ANY ASSET, THE VALUES OF DIGITAL ASSETS ARE VOLATILE AND MAY FLUCTUATE SIGNIFICANTLY AND THERE IS A SUBSTANTIAL RISK OF ECONOMIC LOSS WHEN PURCHASING, HOLDING OR INVESTING IN DIGITAL ASSETS.

**13. Intellectual Property**

All present and future copyright, title, interests in and to the Services, registered and unregistered trademarks, design rights, unregistered designs, database rights and all other present and future intellectual property rights and rights in the nature of intellectual property rights that exist in or in relation to the use and access of the Website and the Services are owned by or otherwise licensed to Clober. Subject to your compliance with these Terms, we grant you a non-exclusive, non-sub license, and any limited license to merely use or access the Website and the Services in the permitted hereunder.Except as expressly stated in these Terms, nothing in these Terms should be construed as conferring any right in or license to our or any other third party’s intellectual rights.If and to the extent that any such intellectual property rights are vested in you by operation of law or otherwise, you agree to do any and all such acts and execute any and all such documents as we may reasonably request in order to assign such intellectual property rights back to us.You agree and acknowledge that all content on the Website must not be copied or reproduced, modified, redistributed, used, created for derivative works, or otherwise dealt with for any other reason without being granted a written consent from us.Third parties participating on the Website may permit us to utilise trademarks, copyrighted material, and other intellectual property associated with their businesses. We will not warrant or represent that the content of the Website does not infringe the rights of any third party.

**14. Independent Parties**

Clober is an independent contractor but not an agent of you in the performance of these Terms. These Terms shall not be interpreted as facts or evidence of an association, joint venture, partnership or franchise between the parties.

**15. No Professional Advice or Advertisement**

All information provided on the Website and throughout our Services is for informational purposes only and should not be construed as professional advice. We do not provide investment advice or investment recommendations and no communication, through the Website or in any other medium, should not be considered as a substitute for tailored investment advice or construed as advice or recommendation.The information and descriptions contained in the Website are not to be construed as an offering memorandum, advertisement or prospectus. Accordingly, this information is not intended to be a complete description of all terms, exclusions and conditions applicable to the Services described in this Website. This Website and any information or materials contained in it do not constitute the distribution, an offer or solicitation of any kind to purchase or sell any product, security or instrument whatsoever nor should they be construed as providing any type of investment or other advice or recommendations by us, any of our affiliates or third parties to any person in any jurisdiction where suchdistribution, offer, solicitation, purchase or sale would be unlawful under the laws of such jurisdiction. Moreover, we do not give investment advice, endorsement, analysis or recommendations with respect to any cryptocurrencies, digital assets, tokens or securities or provide any financial, tax, legal advice or consultancy services of any kind. We are not your broker, intermediary, agent, or advisor and has no fiduciary relationship or obligation to you in connection with any trades or other decisions or activities effected by you using this Website.Investing in digital assets is highly risky and may lead to a total loss of investment. You must have sufficient understanding of cryptographic tokens, token storage mechanisms (such as token wallets), and blockchain technology to appreciate the risks involved in dealing in digital assets. You understand and agree that the value of digital assets can be volatile, and we are not in any way responsible or liable for any losses you may incur by using or transferring digital assets in connection with our Services. You should not take, or refrain from taking, any action based on any information contained on the Website. Before you make any financial, legal, or other decisions involving our Services, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate.You should conduct your own due diligence of any issuer or cryptocurrencies and consult your advisors prior to making any investment decision. You are recommended to exercise prudence and trade and invest responsibly within your own capabilities. 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.We do not recommend that any cryptocurrencies should be bought, earned, sold, or held by you and we will not be held responsible for the decisions you make based on the information provided by us on this Website.

**16. Indemnification**

You agree to indemnify and hold harmless Clober and its affiliates and their respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers or contractors from and against any potential or actual claims, actions, proceedings, investigations, demands, suits, costs, expenses and damages (including attorneys’ fees, fines or penalties imposed by any regulatory authority) arising out of or related to:

* (a) your use of, or conduct in connection with, the Website or Services;
* (b) your breach or our enforcement of these Terms; or
* (c) your violation of any applicable law, regulation, or rights of any third party during your use of the Website or Services.

If you are obligated to indemnify Clober and its affiliates and their respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers or contractors pursuant to these Terms, Clober will have the right, in its sole discretion, to control any action or proceeding and to determine whether Clober wishes to settle, and if so, on what terms.Your obligations under this indemnification provision will continue even after these Terms have expired or been terminated.

**17. Taxes**

As between us, you will be solely responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority (collectively, “ Ta xe s ”) associated with your use of the Services. Except for income taxes levied on the Company, you: (i) will pay or reimburse us for all national, federal, state, local, or other taxes and assessments of any jurisdiction, including value-added taxes and taxes as required by international tax treaties, customs or other import or export taxes, and amounts levied in lieu thereof based on charges set, services performed or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, state, local or any other taxing jurisdiction; and (ii) shall not be entitled to deduct the amount of any such taxes, duties or assessments from payments made to us pursuant to these Terms.

**18. Confidentiality**

You acknowledge that the Services contain Clober’s and its affiliates’ trade secrets and confidential information. You agree to hold and maintain the Services in confidence, and not to furnish any other person any confidential information of the Services or the Website. You agree to use a reasonable degree of care to protect the confidentiality of the Services. You will not remove or alter any of Clober’s or its affiliates’ proprietary notices. Your obligations under this provision will continue even after these Terms have expired or been terminated.

**19. Anti-Money Laundering**

Clober expressly prohibits and rejects the use of the Website or the Services for any form of illicit activity, including money laundering, terrorist financing or trade sanctions violations. By using the Website or the Services, you represent that you are not involved in any such activity.

**20. Force Majeure**

Clober has no liability to you if it is prevented from or delayed in performing its obligations or from carrying on its Services and business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, failure of a utility service or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation, or direction.

**21. Jurisdiction and Governing Law**

The parties shall attempt in good faith to mutually resolve any and all disputes, whether of law or fact, and of any nature whatsoever arising from or with respect to these Terms. These Terms and any dispute or claim arising out of or in connection with the Services or the Website shall be governed by, and construed in accordance with, the laws of the British Virgin Islands.Any dispute that is not resolved after good faith negotiations may be referred by either party for final, binding resolution by arbitration under the arbitration rules of the British Virgin Islands International Arbitration Centre (“ BVIIAC ”) under the BVIIAC Administered Arbitration Rules in force when the notice of arbitration is submitted. The law of this arbitration clause shall be the laws of British Virgin Islands. The seat of arbitration shall be the British Virgin Islands. The number of arbitrators shall be one (1). The arbitration proceedings shall be conducted in English.Any Dispute arising out of or related to these Terms is personal to you and us and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a dispute as a representative of another individual or group of individuals. Further, a dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.

**22. Severability**

If any provision of these Terms is determined by any court or other competent authority to be unlawful or unenforceable, the other provisions of these Terms will continue in effect.If any unlawful or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the clause, in which case the entirety of the relevant provision will be deemed to be deleted).

**23. Notices**

All notices, requests, demands, and determinations for us under these Terms (other than routine operational communications) shall be sent to <official@clober.io>.

**24. Assignment**

You may not assign or transfer any right to use the Services or any of your rights or obligations under these Terms without prior written consent from Clober, including any right or obligation related to the enforcement of laws or the change of control. Clober may assign or transfer any or all of its rights or obligations under these Terms, in whole or in part, without notice or obtaining your consent or approval.

**25. Third Party Rights**

No third party shall have any rights to enforce any terms contained herein.

**26. Third Party Website Disclaimer**

Any use of blockchain networks or third party services available on the DEX or via links to third party websites from our Website and Services does not imply endorsement by us of any product, service, information or disclaimer presented therein, nor do we guarantee the accuracy of the information contained on them. If you suffer loss from using such third party product and service, we will not be liable for such loss. In addition, third party service providers will likely have their own set of rules and guidelines for usage of such services. Since we have no control over the terms of use or privacy policies of third party websites, we urge you to carefully read and understand them before using their services.<br>


