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Unitas Service Agreement
Last Update: July 28, 2023
This Service Agreement (the "Agreement") outlines the conditions under which you may access and use the services offered by Unitas Foundation S.A., herein referred to as "Unitas Foundation", "we", "us", or "our". These services include, but are not limited to,https://app.unitas.foundation/mint-and-redeem, a web-hosted user interface (the "Platform" or "Application"), as defined below in Section 1. This Agreement is of utmost importance as it governs your use of the Services. By accessing or employing any of the Services, you indicate that you have read, understood, and agree to be bound by this Agreement. If you do not concur, you are not permitted to access or utilise any of our Services and should abstain from doing so.
To gain access to or utilise any of our Services, you must be legally capable of forming a binding agreement with us. Consequently, you assert that you are at least of legal age in your jurisdiction and possess full rights, power, and authority to accept and adhere to the terms and conditions of this Agreement on your behalf and on behalf of any company or legal entity for which you may access or use the Platform. If you enter into this Agreement on behalf of an entity, you warrant to us that you have the legal authority to bind such entity.
You further affirm that you are not (a) subjected to economic or trade sanctions administered or enforced by any governmental body or listed on any register of prohibited or restricted parties (including but not limited to the list maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or by the Office of Financial Sanctions Implementation in the United Kingdom) or (b) a citizen, resident, or entity organised in a jurisdiction or territory that is subjected to comprehensive country-wide, territory-wide, or regional economic sanctions by the United States, the United Kingdom, or the British Virgin Islands. Lastly, you assure that your access and use of any of our Services will fully comply with all relevant laws and regulations, and that you will not access or use any of our Services to conduct, promote, or facilitate any illicit activity.
CAUTION: This Agreement contains vital information, including a binding arbitration clause and a class action waiver, which impact your rights with regard to the resolution of disputes. Our Services are available to you — and you should only access any of our Services — if you completely agree with these terms.
1. Our Services
1.1 The Interface
The Interface provides a web or mobile-based means of access to a decentralised protocol on various public blockchains, including but not limited to Ethereum, that allows users to trade certain compatible digital assets (the "Unitas protocol" or the "Protocol").
The Interface is distinct from the Protocol and is one, but not the exclusive, means of accessing the Protocol. The Protocol comprises open-source or source-available self-executing smart contracts that are deployed on various public blockchains, such as Ethereum. The Protocol was initially deployed on the Ethereum blockchain, and may or may not be deployed on several other blockchain networks including by parties other than Unitas Foundation. Please note that deployments on other networks typically make use of cross-chain bridges, which allow assets native to one blockchain to be transferred to another blockchain.
To access the Interface, you must use non-custodial wallet software, which allows you to interact with public blockchains. Your relationship with that non-custodial wallet provider is governed by the applicable terms of service (including this Agreement, and with respect to a third party wallet, the applicable terms of service of such third party). We do not have custody or control over the contents of your wallet and have no ability to retrieve or transfer its contents. By connecting your wallet to our Interface, you agree to be bound by this Agreement and all of the terms incorporated herein by reference.
1.2 Additional Services
We may occasionally offer additional products or services, and they shall be considered a Product or Service as used herein, regardless of whether such product is specifically defined in this Agreement.
1.3 Third-Party Services and Content
2. Modifications of this Agreement or our Services
2.1 Modifications of this Agreement
We reserve the right, in our sole discretion, to modify this Agreement from time to time. If we make any material modifications, we will notify you by updating the date at the top of the Agreement and by maintaining a current version of the Agreement at https://wiki.unitas.foundation/unitas-protocol-v1/terms-of-services. All modifications will be effective when they are posted, and your continued accessing or use of any of the Services will serve as confirmation of your acceptance of those modifications. If you do not agree with any modifications to this Agreement, you must immediately stop accessing and using all of our Services.
2.2 Modifications of our Services
We reserve the following rights, which do not constitute obligations of ours: (a) with or without notice to you, to modify, substitute, eliminate or add to any of the Services; (b) to review, modify, filter, disable, delete and remove any and all content and information from any of the Services.
3. Intellectual Property Rights (“IP Rights”)
3.1 IP Rights
We own all intellectual property and other rights in each of our Services and its respective contents, including, but not limited to, software, text, images, trademarks, service marks, copyrights, patents, designs, and its "look and feel." This intellectual property is available under the terms of our copyright licenses and our Trademark Guidelines (available at [ ]). Subject to the terms of this Agreement, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use our Services solely in accordance with this Agreement. You agree that you will not use, modify, distribute, tamper with, reverse engineer, disassemble or decompile any of our Services for any purpose other than as expressly permitted pursuant to this Agreement. Except as set forth in this Agreement, we grant you no rights to any of our Services, including any intellectual property rights.
You understand and acknowledge that the Protocol is not a Product or the Services.
By using any of our Services, you grant us a worldwide, non-exclusive, sublicensable, royalty-free license to use, copy, modify, and display any content, including but not limited to text, materials, images, files, communications, comments, feedback, suggestions, ideas, concepts, questions, data, or otherwise, that you post on or through any of our Services for our current and future business purposes, including to provide, promote, and improve the Services. This includes any digital file, art, or other material linked to or associated with any NFTs that are displayed. You grant to us a non-exclusive, transferable, worldwide, perpetual, irrevocable, fully-paid, royalty-free license, with the right to sublicense, under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon any suggestions or feedback for any purpose.
You represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for any material that you list, post, promote, or display on or through any of our Services (including, but not limited to, NFTs). You represent and warrant that such content does not contain material subject to copyright, trademark, publicity rights, or other intellectual property rights, unless you have necessary permission or are otherwise legally entitled to post the material and to grant us the license described above, and that the content does not violate any laws.
3.2 Third-Party Resources and Promotions
Our Services may contain references or links to third-party resources, including, but not limited to, information, materials, products, or services, that we do not own or control. In addition, third parties may offer promotions related to your access and use of our Services. We do not approve, monitor, endorse, warrant or assume any responsibility for any such resources or promotions. If you access any such resources or participate in any such promotions, you do so at your own risk, and you understand that this Agreement does not apply to your dealings or relationships with any third parties. You expressly relieve us of any and all liability arising from your use of any such resources or participation in any such promotions.
3.3 Additional Rights
We reserve the right to cooperate with any law enforcement, court or government investigation or order or third party requesting or directing that we disclose information or content or information that you provide.
4. Your Responsibilities
4.1 Prohibited Activity. You agree not to engage in, or attempt to engage in, any of the following categories of prohibited activity concerning your access and use of the Interface:
4.1.1 Infringement of Intellectual Property. Engaging in activities that violate or infringe upon any copyright, trademark, service mark, patent, right of publicity, right of privacy, or other proprietary or intellectual property rights under all applicable laws.
4.1.2 Cyberattack and Virtual Private Networks (VPNs). Engaging in activities that aim to interfere with or compromise the integrity, security, or proper functioning of any computer, server, network, oracles, personal device, or other information technology system. This includes, but is not limited to, the deployment of viruses and denial of service attacks. You further agree not to utilise any form of VPNs to access, utilise, or engage with our services. This prohibition encompasses all types of VPNs, whether they be software-based or hardware-based, free of charge or paid. The employment of VPNs is strictly forbidden due to the security risks and potential misuse linked with their use. Any attempt to use a VPN, proxy server, or any other means to disguise, hide, or modify your IP address will be considered a breach of this agreement. Breaches may result in immediate cessation of service and/or additional legal ramifications.
4.1.3 Fraud and Misrepresentation. Engaging in activities that seek to defraud us or any other person or entity, including the provision of false, inaccurate, or misleading information to unlawfully obtain the property of another.
4.1.4 Market Manipulation. Engaging in activities that violate any applicable laws, rules, or regulations concerning the integrity of trading markets. This includes, but is not limited to, manipulative tactics commonly known as "rug pulls," pumping and dumping, and wash trading.
4.1.5 Violations of Securities and Derivatives Regulations. Engaging in activities that contravene any applicable laws, rules, or regulations concerning the trading of securities or derivatives. This includes, but is not limited to, the unregistered offering of securities and the offering of leveraged and margined commodity products to retail customers in the United States.
4.1.6 Sale of Stolen Property. Engaging in the buying, selling, or transferring of stolen items, fraudulently obtained items, items taken without authorisation, and/or any other illegally obtained items.
4.1.7 Data Mining or Scraping. Engaging in activities that involve data mining, robots, scraping, or similar methods of data gathering or extraction of content or information from any of our services.
4.1.8 Objectionable Content. Engaging in activities that involve soliciting information from anyone under the age of 18 or that is otherwise harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libellous, invasive of another's privacy, hateful, discriminatory, or otherwise objectionable.
4.1.9 Any Other Unlawful Conduct. Engaging in activities that violate any applicable laws, rules, or regulations of the United Kingdom or another relevant jurisdiction, including but not limited to the restrictions and regulatory requirements imposed by the United States, UK law, and the laws of the British Virgin Islands.
“Swap” means any digital asset transaction you conduct with the Protocol through the Interface, including minting, converting, and redeeming. You agree and understand that: (a) all swaps you submit through any of our Services are considered unsolicited, which means that they are solely initiated by you; (b) you have not received any investment advice from us in connection with any swaps, including those you place via our Auto Routing API (if applicable); (c) the price on the Interface is not guaranteed due to the inherent risk associated with these swap transactions; and (d) we do not conduct a suitability review of any swaps you submit.
4.3 Non-Custodial and No Fiduciary Duties
Each of the Services is a purely non-custodial application, meaning we never have custody, possession, or control of your digital assets at any time. It further means that you are solely responsible for the custody of the cryptographic private keys to the digital asset wallets you hold, and you should never share your wallet credentials or seed phrase with anyone. We accept no responsibility for, or liability to you, in connection with your use of a wallet and make no representations or warranties regarding how any of our Services will operate with any specific wallet. Likewise, you are solely responsible for any associated wallet, and we are not liable for any acts or omissions by you in connection with or as a result of your wallet being compromised.
This Agreement is not intended to, and does not, create or impose any fiduciary duties on us. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated. You further agree that the only duties and obligations that we owe you are those set out expressly in this Agreement.
4.4 Compliance and Tax Obligations
The applicability or relevance of our Services may not extend to your specific jurisdiction. By choosing to access or utilise any of our Services, you accept that compliance with all relevant laws and regulations is your sole responsibility.
Particularly, your use of our Services or the Protocol may result in various tax implications, such as income or capital gains tax, value-added tax, or even sales tax within certain jurisdictions.
It is your responsibility to ascertain whether taxes apply to any transactions you initiate or receive. If they do apply, it is your duty to report and remit the correct tax to the relevant tax authority accurately.
4.5.1 Blockchain transactions require the payment of transaction fees to the appropriate network ("Gas Fees"). Except as otherwise expressly set forth in the terms of another offer by Unitas Foundation, you will be solely responsible to pay the Gas Fees for any transaction that you initiate via any of our Services. You understand and accept that if you designate a low gas fee, it may cause a serious delay in the finality of a given swap. This delay could potentially lead to a price change, for which we bear no responsibility.
4.5.2 You agree to pay a transaction fee for any swaps you initiate should the Protocol charge such a fee to maintain its sustainability.
4.6 Release of Claims
You explicitly consent to assume all inherent risks associated with your engagement and utilisation of any of our Services. Additionally, you unambiguously relinquish and discharge us from any liability, demands, legal actions, or damages emerging from or in any way linked to your use of any of our Services. If you are a resident of California, you forfeit the benefits and protections of California Civil Code § 1542, which asserts: "[a] general release does not encompass claims that the creditor or releasing party is unaware of or doesn't suspect to exist in his or her favour at the time of executing the release, and that, if recognised by him or her, would have materially altered his or her settlement with the debtor or released party."
5.1 ASSUMPTION OF RISK -- IN GENERAL
BY ENGAGING AND UTILISING ANY OF OUR SERVICES, YOU CONFIRM THAT YOU POSSESS THE FINANCIAL ACUMEN AND TECHNICAL KNOW-HOW TO COMPREHEND THE INNATE RISKS TIED TO THE USE OF CRYPTOGRAPHIC AND BLOCKCHAIN-DRIVEN SYSTEMS, AND THAT YOU ARE WELL-VERSED WITH THE APPLICATION AND COMPLEXITIES OF DIGITAL ASSETS LIKE ETHER (ETH), SO-CALLED STABLECOINS, AND OTHER DIGITAL TOKENS FOLLOWING THE ETHEREUM TOKEN STANDARD (ERC-20).
MOREOVER, YOU ACKNOWLEDGE THAT SMART CONTRACT TRANSACTIONS ARE AUTOMATED AND INSTANTLY RESOLVED UPON PROPERLY EXECUTION, AND THAT TRANSACTIONS CONDUCTED VIA BLOCKCHAIN ARE NON-REVERSIBLE ONCE VALIDATED. YOU ACKNOWLEDGE AND ACCEPT THAT THE COST AND PACE OF DEALING WITH CRYPTOGRAPHIC AND BLOCKCHAIN-DRIVEN SYSTEMS SUCH AS ETHEREUM ARE VARIABLE AND MAY SPIKE DRAMATICALLY WITHOUT NOTICE. YOU FURTHER RECOGNISE AND ACCEPT THE RISK OF OPTING TO TRADE IN EXPERT MODES, WHICH COULD LEAVE YOU EXPOSED TO SIGNIFICANT PRICE SLIPPAGE AND HEIGHTENED COSTS.
IF YOU CHOOSE TO ACT AS A LIQUIDITY OR INSURANCE PROVIDER TO THE PROTOCOL THROUGH THE INTERFACE, YOU ACKNOWLEDGE THAT YOUR DIGITAL ASSETS MAY EXPERIENCE DEPRECIATION OR COMPLETE LOSS OF VALUE WHILE BEING SUPPLIED TO THE PROTOCOL THROUGH THE INTERFACE DUE TO THE OSCILLATING PRICES OF TOKENS IN A TRADING PAIR OR LIQUIDITY POOL.
LASTLY, YOU UNDERSTAND THAT WE DO NOT ESTABLISH, POSSESS, OR OPERATE CROSS-CHAIN BRIDGES AND WE MAKE NO ASSERTIONS OR GUARANTEES ABOUT THE PRICE OF ANY SWAPS YOU ATTEMPT, THE SECURITY, OR ROBUSTNESS OF ANY CROSS-CHAIN BRIDGE, INCLUDING ITS APPLICATION FOR UNITAS GOVERNANCE. YOU ACKNOWLEDGE THAT WE HOLD NO RESPONSIBILITY FOR ANY OF THESE VARIABLES OR RISKS, DO NOT POSSESS OR CONTROL THE PROTOCOL, AND CANNOT BE HELD ACCOUNTABLE FOR ANY CONSEQUENT LOSSES THAT YOU MIGHT INCUR WHILE ACCESSING OR UTILISING ANY OF OUR OFFERINGS. THEREFORE, YOU COMPREHEND AND AGREE TO ASSUME TOTAL RESPONSIBILITY FOR ALL THE RISKS INVOLVED IN ACCESSING AND USING THE INTERFACE TO INTERACT WITH THE PROTOCOL.
5.2 NO WARRANTIES
ALL OUR SERVICES ARE EXTENDED ON A "AS IS" AND "AS AVAILABLE" BASIS. WITHIN THE MAXIMUM BOUNDS PERMITTED BY LAW, WE DISCLAIM ANY KIND OF ASSURANCES OR WARRANTIES, BE THEY EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO, THE WARRANTIES OF MARKETABILITY AND SUITABILITY FOR A SPECIFIC PURPOSE. YOU ACKNOWLEDGE AND AGREE THAT THE UTILIZATION OF EACH OF OUR SERVICES IS AT YOUR SOLE RISK. WE DO NOT PLEDGE OR ASSERT THAT ACCESS TO ANY OF OUR PRODUCTS OR SERVICES WILL BE STEADFAST, UNINTERRUPTED, TIMELY, OR SECURE; THAT THE INFORMATION CONTAINED IN ANY OF OUR PRODUCTS OR SERVICES WILL BE PRECISE, TRUSTWORTHY, COMPLETE, OR UP-TO-DATE; OR THAT ANY OF OUR PRODUCTS OR SERVICES WILL BE FREE FROM ERRORS, FLAWS, VIRUSES, OR OTHER DESTRUCTIVE COMPONENTS. NO ADVICE, INFORMATION, OR DECLARATION THAT WE MAKE SHOULD BE INTERPRETED AS CREATING ANY WARRANTY CONCERNING ANY OF OUR SERVICES. WE DO NOT ENDORSE, ASSURE, OR TAKE RESPONSIBILITY FOR ANY PROMOTIONS, OFFERS, OR DECLARATIONS MADE BY THIRD PARTIES REGARDING ANY OF OUR PRODUCTS OR SERVICES.
CORRESPONDINGLY, THE PROTOCOL IS OFFERED "AS IS", AT YOUR SOLE RISK, AND DEVOID OF WARRANTIES OF ANY KIND. THE PROTOCOL OPERATES AUTONOMOUSLY, MANNED BY SMART CONTRACTS DEPLOYED ON VARIOUS BLOCKCHAINS, WITHOUT ANY HUMAN INTERVENTION. UPGRADES AND CHANGES TO THE PROTOCOL WILL BE PRIMARILY HANDLED IN A COMMUNITY-GUIDED MANNER BY HOLDERS OF THE UNI GOVERNANCE TOKEN AS THE COMMUNITY BECOMES STABLE AND MATURE. NO DEVELOPER OR ENTITY INVOLVED IN CREATING THE PROTOCOL WILL BE LIABLE FOR ANY CLAIMS OR DAMAGES WHATSOEVER LINKED TO YOUR USE, INCAPABILITY TO USE, OR YOUR INTERACTION WITH OTHER USERS OF, THE PROTOCOL, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, CRYPTOCURRENCIES, TOKENS, OR ANYTHING ELSE OF VALUE. WE DO NOT ENDORSE, ASSURE, OR TAKE RESPONSIBILITY FOR ANY PROMOTIONS, OFFERS, OR DECLARATIONS MADE BY THIRD PARTIES REGARDING ANY OF OUR SERVICES.
ANY PAYMENTS OR FINANCIAL DEALINGS THAT YOU ENGAGE IN WILL BE PROCESSED THROUGH AUTOMATED SMART CONTRACTS. ONCE EXECUTED, WE LACK CONTROL OVER THESE PAYMENTS OR TRANSACTIONS, NOR DO WE POSSESS THE ABILITY TO REVERSE ANY PAYMENTS OR TRANSACTIONS.
5.3 NO INVESTMENT ADVICE
WE MIGHT SUPPLY DETAILS ABOUT TOKENS OR MARKETS CONDITIONS. ADDITIONALLY, WE MIGHT FURNISH CAUTIONARY INDICATORS FOR SPECIFIC TOKENS. THIS SUPPLY OF INFORMATIVE CONTENT DOES NOT MAKE TRADES IN THOSE TOKENS AS REQUESTED; WE DO NOT STRIVE TO SWAY YOU INTO MAKING ANY PURCHASE (OR NOT MAKING ANY INTENDED PURCHASE) DUE TO THE INFORMATION PROVIDED. ALL SUCH INFORMATION DELIVERED BY ANY OF OUR PRODUCTS OR SERVICES IS STRICTLY FOR INFORMATIONAL PURPOSES AND MUST NOT BE INTERPRETED AS FINANCIAL ADVICE OR AN ENDORSEMENT THAT A SPECIFIC TOKEN IS A SAFE OR SOLID INVESTMENT. YOU MUST NOT MAKE, OR AVOID MAKING, ANY ACTION BASED ON ANY INFORMATION INCLUDED IN ANY OF OUR PRODUCTS OR SERVICES. IN OFFERING TOKEN INFORMATION FOR YOUR CONVENIENCE, WE DO NOT EXTEND ANY INVESTMENT SUGGESTIONS TO YOU OR GIVE OPINIONS ON THE WORTH OF ANY TRANSACTION OR OPPORTUNITY. YOU ALONE HOLD THE RESPONSIBILITY FOR DETERMINING WHETHER ANY INVESTMENT, INVESTMENT STRATEGY OR RELATED TRANSACTION IS SUITABLE FOR YOU, BASED ON YOUR PERSONAL INVESTMENT AIMS, FINANCIAL STATUS, AND RISK TOLERANCE.
You consent to absolve, discharge, protect, and indemnify us, along with our directors, officers, employees, contractors, agents, subsidiaries, and partners from all assertions, damages, commitments, losses, liabilities, expenditures, and charges ensuing from: (a) your engagement with and usage of any of our Services; (b) your breach of any clause or condition of this Agreement, the entitlement of any third party, or any other relevant law, policy, or regulation; (c) the engagement with and usage of any of our Services by any other party with your aid or by using any device or account that you possess or manage; and (d) any dispute arising between you and (i) any other service user or (ii) any of your personal customers or users.
7. Limitation of Liability
IN NO EVENT WILL WE OR ANY OF OUR OFFICIALS, DIRECTORS, WORKFORCE, CONTRACTORS, REPRESENTATIVES, AFFILIATES, OR SUBSIDIARIES BE HELD ACCOUNTABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, EXTRAORDINARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES PERTAINING TO LOSS OF PROFITS, REPUTATION, UTILIZATION, DATA, OR OTHER INTANGIBLE ASSETS, ARISING FROM OR LINKED TO ANY USAGE OR FAILURE TO USE ANY OF THE PRODUCTS OR SERVICES. NEITHER WILL WE BEAR ANY RESPONSIBILITY FOR DAMAGE, LOSS, OR HARM STEMMING FROM UNAUTHORIZED ACCESS OR USE OF THE PRODUCTS OR SERVICES OR THE INFORMATION HOUSED THEREIN, WHETHER SUCH DAMAGES ARISE UNDER CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, IN CONNECTION WITH APPROVED OR NON-APPROVED USE OF ANY OF THE PRODUCTS OR SERVICES, EVEN IF A LEGITIMATE REPRESENTATIVE OF THE UNITAS FOUNDATION HAS BEEN ADVISED OF OR WAS AWARE OR OUGHT TO HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH DAMAGES. WE DISCLAIM ANY LIABILITY OR RESPONSIBILITY FOR ANY: (A) CONTENT INACCURACIES OR ERRORS; (B) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY KIND RESULTING FROM ACCESS TO OR USE OF THE INTERFACE; (C) UNAUTHORIZED ACCESS TO OR USE OF ANY SECURE SERVER OR DATABASE UNDER OUR CONTROL, OR THE USE OF ANY INFORMATION OR DATA STORED WITHIN; (D) INTERRUPTION OR TERMINATION OF ANY FUNCTION RELATED TO THE PRODUCTS OR SERVICES; (E) BUGS, VIRUSES, TROJAN HORSES, OR SIMILAR ITEMS THAT MAY BE TRANSMITTED THROUGH THE INTERFACE; (F) ERRORS OR OMISSIONS IN, OR LOSS OR DAMAGE RESULTING FROM THE USE OF, ANY CONTENT MADE AVAILABLE THROUGH THE PRODUCTS OR SERVICES; AND (G) DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.
WE WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CLAIMS OR DAMAGES THAT MAY ARISE AS A CONSEQUENCE OF ANY PAYMENTS OR TRANSACTIONS THAT YOU CONDUCT VIA ANY OF OUR PRODUCTS OR SERVICES, OR ANY OTHER PAYMENT OR TRANSACTIONS THAT YOU CONDUCT THROUGH ANY OF OUR PRODUCTS OR SERVICES. WE DO NOT OFFER REFUNDS FOR ANY SWAP THAT YOU MAKE VIA OUR PRODUCTS OR SERVICES.
WE MAKE NO GUARANTEES OR STATEMENTS, EITHER EXPRESS OR IMPLIED, REGARDING THIRD-PARTY SERVICES LINKED, THE PARTIES THAT OWN AND OPERATE THEM, THE INFORMATION THEY CONTAIN, ASSETS ACCESSIBLE THROUGH THEM, OR THE SUITABILITY, PRIVACY, OR SECURITY OF THEIR PRODUCTS OR SERVICES. YOU RECOGNIZE SOLE RESPONSIBILITY FOR AND ASSUME ALL RISKS STEMMING FROM YOUR USE OF THIRD-PARTY SERVICES, WEBSITES, APPLICATIONS, OR RESOURCES. WE SHALL NOT BE HELD LIABLE UNDER ANY CIRCUMSTANCES FOR DAMAGES ARISING OUT OF OR RELATED TO SOFTWARE, PRODUCTS, SERVICES, AND/OR INFORMATION OFFERED OR PROVIDED BY THIRD PARTIES AND ACCESSED THROUGH OUR PRODUCTS OR SERVICES.
CERTAIN JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF LIABILITY FOR PERSONAL INJURY, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION MAY NOT BE APPLICABLE TO YOU. UNDER NO CIRCUMSTANCES SHALL OUR CUMULATIVE LIABILITY TO YOU FOR ALL DAMAGES EXCEED THE AMOUNT OF ONE HUNDRED U.S. DOLLARS ($100.00 USD) OR ITS EQUIVALENT IN THE LOCAL CURRENCY OF THE JURISDICTION.
THE PRECEDING DISCLAIMER WILL NOT APPLY WHERE PROHIBITED BY LAW.
8. Governing Law, Dispute Resolution and Class Action Waivers
8.1 Governing Law
You agree that the laws of the British Virgin Islands (BVI), without regard to principles of conflict of laws, govern this Agreement and any dispute between you and us. You further agree that although a Product may be available in other jurisdictions, its availability does not give rise to general or specific personal jurisdiction in any forum outside BVI.
8.2 Dispute Resolution
We will use our best efforts to resolve any potential disputes through informal, good-faith negotiations. If a potential dispute arises, you must contact us by sending an email to [email protected] so that we can attempt to resolve it without resorting to formal dispute resolution. If we aren't able to reach an informal resolution within sixty days of your email, then you and we both agree to resolve the potential dispute according to the process set forth below.
Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference to this clause. The seat of arbitration shall be Singapore. The Tribunal shall consist of one arbitrator and the language shall be English.
8.3 Class Action and Jury Trial Waiver
Any and all controversies against us must be initiated by you as an individual and not as a claimant or participant of any supposed class action, collective action, private attorney general litigation, or any other representative action. This clause extends to class arbitration as well. Both parties, you and us, willingly relinquish the right to request a jury trial.
9.1 Entire Agreement
These Terms constitute the entire agreement between you and us with respect to the subject matter hereof. This Agreement supersedes any and all prior or contemporaneous written and oral agreements, communications and other understandings (if any) relating to the subject matter of the terms.
Without our explicit written agreement, you are prohibited from transferring or allocating this Agreement, whether by law or otherwise. Any efforts by you to transfer or allocate this Agreement without our prior written approval will be considered invalid and void. We reserve the right to freely transfer or allocate this Agreement. Given these terms, this Agreement shall bind and apply to the benefit of the participating parties, their successors, and approved assignees.
In connection with your historical or current use of one or more of our Services, we may provide you certain incentives, prizes or rewards for completing certain activities, such as completing a certain number of transactions ("User Rewards"). Details regarding the criteria for earning a reward will be described within the applicable Product or official Unitas Foundation documentation. Upon satisfaction of the criteria for obtaining a reward and subject to your compliance with the associated rewards terms, this Agreement, and applicable law — to be determined exclusively by Unitas Foundation — we will use commercially reasonable efforts to promptly transfer the earned reward to the digital wallet that you designate or have connected to the applicable Product. We reserve the right to change, modify, discontinue or cancel any rewards programs (including the frequency and criteria for earning such User Rewards), at any time and without notice to you.
9.4 Not Registered with the SEC or Any Other Agency
We have not acquired registration with the Monetary Authority of Singapore, the U.S. Securities and Exchange Commission as a national securities marketplace, the BVI Financial Services Commission as a virtual asset service provider, or in any other similar role. It is important for you to understand and accept that we do not act as a broker for your trading orders. We do not contribute to the fulfilment or resolution of your swaps, which take place solely on publicly distributed blockchains such as Ethereum. Consequently, we neither guarantee nor can promise optimal market pricing or flawless execution via our Services or our Auto Routing feature, which navigates swaps across liquidity pools on the Protocol exclusively. Any mention of "best price" within a Product should not be considered as a guarantee or promise about pricing available through that Product, on the Protocol, or anywhere else.
We may provide any notice to you under this Agreement using commercially reasonable means, including using public communication channels. Notices we provide by using public communication channels will be effective upon posting.
Should any clause of this Agreement be deemed invalid or unenforceable under any regulation, rule, or law of any municipal, regional, or national government agency, that particular clause will be revised and construed to achieve its objectives to the broadest possible extent under any relevant law. This will not impact the validity or enforceability of any other provision within this Agreement.
9.7 Privacy and Cookies Policy