Terms and Conditions
Last Updated: July 31 2024
These OptSwap Terms and Conditions are entered into between you (hereinafter referred to as "you", "your" or "user") and OptSwap DAO Inc., incorporated under The BVI Business Companies Act, 2004 (hereinafter referred to as "OptSwap" or "OptSwap DAO"; as defined below).
By accessing, downloading, using or clicking on the "I Agree" button to accept any OptSwap Services (as defined below) provided by OptSwap (as defined below), you agree that you have read, understood and accepted the Privacy Policy, all of the Risk Warnings and Terms and Conditions stipulated (hereinafter referred to as "Terms") in this document.
Please read all the terms carefully as they govern your use of OptSwap. THESE TERMS CONTAIN IMPORTANT PROVISIONS INCLUDING AN ARBITRATION PROVISION THAT REQUIRES ALL CLAIMS TO BE RESOLVED BY WAY OF LEGALLY BINDING ARBITRATION. The terms of the arbitration provision are set forth in the Article IX, "Resolving Disputes: Arbitration, Class Action Waiver", hereunder. As with any asset, the values of Crypto Assets (as defined below) may fluctuate significantly and there is a substantial risk of economic losses when purchasing, selling, holding or investing in Crypto Assets and their derivatives.
BY MAKING USE OF OPTSWAP SERVICES, YOU ACKNOWLEDGE AND AGREE THAT: (1) YOU ARE AWARE OF THE RISKS ASSOCIATED WITH TRANSACTIONS OF CRYPTO ASSETS AND THEIR DERIVATIVES INCLUDING, BUT NOT LIMITED TO, THE RISKS LISTED IN THE RISK WARNINGS DOCUMENT; (2) YOU SHALL ASSUME ALL RISKS RELATED TO THE USE OF OPTSWAP SERVICES AND TRANSACTIONS OF CRYPTO ASSETS AND THEIR DERIVATIVES; AND (3) OPTSWAP DAO SHALL NOT BE LIABLE FOR ANY SUCH RISKS OR ADVERSE OUTCOMES.
By accessing, using or attempting to use OptSwap Services in any capacity, you acknowledge that you accept and agree to be bound by these Terms. If you do not agree, do not access OptSwap or utilize OptSwap Services.
I. Definitions
OptSwap refers to a Decentralized Application (DApp) comprising OptSwap websites (whose domain includes but is not limited to https://*.optswap.org), desktop or mobile applications, blockchain applications, smart contracts, clients, governance and other applications that are developed to offer OptSwap Services.
OptSwap DAO refers to the Decentralized Autonomous Organization (DAO) that runs OptSwap, including but not limited to legal persons, unincorporated organizations and teams that provide OptSwap Services and are responsible for such services. For convenience, unless otherwise stated, references to "OptSwap", "we" and "us" in these Terms specifically mean OptSwap DAO. UNDER THESE TERMS, OPTSWAP DAO MAY CHANGE AS OPTSWAP'S REQUIREMENTS ADJUST, IN WHICH CASE, THE CHANGED ORGANIZATION SHALL PERFORM THEIR OBLIGATIONS UNDER THESE TERMS WITH YOU AND PROVIDE SERVICES TO YOU, AND SUCH CHANGE DOES NOT AFFECT YOUR RIGHTS AND INTERESTS UNDER THESE TERMS. ADDITIONALLY, THE SCOPE OF OPTSWAP DAO MAY BE EXPANDED DUE TO THE PROVISION OF NEW OPTSWAP SERVICES, IN WHICH CASE, IF YOU CONTINUE TO USE OPTSWAP SERVICES, IT IS DEEMED THAT YOU HAVE AGREED TO JOINTLY EXECUTE THESE TERMS WITH THE NEWLY ADDED OPTSWAP DAO. IN CASE OF A DISPUTE, YOU SHALL DETERMINE THE ENTITIES BY WHICH THESE TERMS ARE PERFORMED WITH YOU AND THE COUNTERPARTIES OF THE DISPUTE, DEPENDING ON THE SPECIFIC SERVICES YOU USE AND THE PARTICULAR ACTIONS THAT AFFECT YOUR RIGHTS OR INTERESTS.
OptSwap Services refer to various services provided to you by OptSwap that are based on Internet and Blockchain technologies and offered via the OptSwap websites, desktop or mobile applications, blockchain applications, smart contracts, clients and other forms (including future developments). OptSwap Services include but are not limited to the Decentralized Exchange, Automated Market Maker, Meta Oracle, Governance, Fundraising, Airdrops, Staking and Commercial Paper programs.
User refers to any individual, institution or organization that accesses, downloads or uses OptSwap or OptSwap Services and who meet all the criteria required by and conditions set forth by OptSwap.
Crypto Assets refer to digital cryptocurrencies, tokens, options, option spreads, derivatives or other types of digital assets with a certain value that are based on blockchain and/or cryptographic technology.
Crypto-to-Crypto Trading refer to transactions in which one crypto asset is exchanged for another crypto asset.
"KYC" refers to the "Know-Your-Customer" processes and "AML" refers to "Anti-Money-Laundering" processes that OptSwap has put in place to comply with any applicable law or regulation.
II. General Provisions
1. Contractual Relationship
These Terms constitute a legal agreement and create a binding contract between you and OptSwap DAO.
2. Changes to These Terms
OptSwap reserves the right to change or modify these Terms in its discretion at any time. OptSwap will notify such changes by updating the terms on its website and modifying the [Last Revised] date displayed on this page. ANY AND ALL MODIFICATIONS OR CHANGES TO THESE TERMS WILL BECOME EFFECTIVE UPON PUBLICATION ON THE WEBSITE OR RELEASE TO USERS. THEREFORE, YOUR CONTINUED USE OF OPTSWAP SERVICES IS DEEMED YOUR ACCEPTANCE OF THE MODIFIED AGREEMENT AND RULES. IF YOU DO NOT AGREE TO ANY CHANGES TO THESE TERMS, YOU MUST STOP USING OPTSWAP SERVICES IMMEDIATELY. YOU ARE RECOMMENDED TO BOOKMARK AND FREQUENTLY REVIEW THESE TERMS TO ENSURE YOUR UNDERSTANDING OF THE TERMS AND CONDITIONS THAT APPLY TO YOUR ACCESS TO AND USE OF OPTSWAP SERVICES.
3. Prohibition of Use
BY ACCESSING AND USING OPTSWAP SERVICES, YOU REPRESENT AND WARRANT THAT YOU HAVE NOT BEEN INCLUDED IN ANY TRADE EMBARGOES OR ECONOMIC SANCTIONS LIST (SUCH AS THE UNITED NATIONS SECURITY COUNCIL SANCTIONS LIST), THE LIST OF SPECIALLY DESIGNATED NATIONALS MAINTAINED BY OFAC (THE OFFICE OF FOREIGN ASSETS CONTROL OF THE U.S. DEPARTMENT OF THE TREASURY), OR THE DENIED PERSONS OR ENTITY LIST OF THE U.S. DEPARTMENT OF COMMERCE, OR ANY OTHER SIMILAR LIST FROM ANY OTHER JURISDICTION. OPTSWAP RESERVES THE RIGHT TO CHOOSE MARKETS AND JURISDICTIONS TO CONDUCT OPERATIONS, AND MAY RESTRICT OR REFUSE, IN ITS DISCRETION, THE PROVISION OF OPTSWAP SERVICES IN CERTAIN COUNTRIES OR REGIONS.
4. Eligibility
By using OptSwap, you represent and warrant that (i) as an individual, you are at least 18 or are of legal age to form a binding contract under applicable laws; (ii) as an individual, legal person, or other organization, you have full legal capacity and sufficient authorizations to enter into these Terms; (iii) you are not violating any local or international laws applicable to you, including but not limited to regulations on taxation, anti-money laundering, anti-corruption, and counter-terrorist financing.
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; (iv) your use of OptSwap Services will not violate any and all laws and regulations applicable to you or them, including but not limited to regulations on taxation, anti-money laundering, anti-corruption, and counter-terrorist financing.
5. Account Security
OptSwap is committed to maintaining the best security practices, and has implemented industry standard protection for OptSwap Services. However, the actions of the Users themselves may pose risks. You shall agree to treat your access credentials (such as your private key or seed phrase) as confidential information, and not to disclose such information to any third party. You also agree to be solely responsible for taking the necessary security measures to protect your Crypto Asset wallet and personal information.
OptSwap assumes no liability for any loss or consequences caused by authorized or unauthorized use of your account credentials, including but not limited to information disclosure, information release, consent or submission of various rules and agreements by clicking on the website, etc.
5. Taxation
You acknowledge that you are solely responsible for any and all Tax Liabilities payable in all the legal jurisdictions that you are taxed under; and that OptSwap DAO does not withhold or remit any taxes on your behalf under any legal jurisdiction.
III. Services
1. License
Provided that you constantly comply with the express terms and conditions stated in these Terms, OptSwap grants you a revocable, limited, royalty-free, non-exclusive, non-transferable, and non-sublicensable license to access and use OptSwap Services through your computer or Internet compatible devices for your business purposes. You are prohibited to use OptSwap Services for resale or commercial purposes, including transactions on behalf of other persons or entities. All the above actions are expressly prohibited and constitute a material violation of these Terms. The content layout, format, function and access rights regarding OptSwap Services should be stipulated in the discretion of OptSwap. OptSwap reserves all rights not expressly granted in these Terms. Therefore, you are hereby prohibited from using OptSwap Services in any way not expressly authorized by these Terms.
These Terms only grant a limited license to access and use OptSwap Services. Therefore, you hereby agree that when you use OptSwap Services, OptSwap does not transfer OptSwap Services or the ownership or intellectual property rights of any OptSwap intellectual property to you or anyone else. All the text, graphics, user interfaces, visual interface, photos, sounds, process flow diagrams, computer code (including HTML, CSS, Javascript, Solidity, or other code), programs, software, products, information and documents, as well as the design, structure, selection, coordination, expression, look and feel, and layout of any content included in the services or provided through OptSwap Services, are exclusively owned, controlled and/or licensed by OptSwap DAO or its members, licensors or affiliates.
OptSwap owns any feedback, suggestions, ideas, or other information or materials (hereinafter collectively referred to as "Feedback") about OptSwap or OptSwap Services that you provide through email, chat, social media, OptSwap Services, or any other way. You hereby transfer all rights, ownership and interests of the Feedback and all related intellectual property rights to OptSwap. You have no right and hereby waive any request for acknowledgment or compensation based on any Feedback, or any modifications based on any Feedback.
2. Restriction
When you use OptSwap Services, you agree and undertake to comply with the following provisions:
During the use of OptSwap Services, all activities you carry out should comply with the requirements of applicable laws and regulations, these Terms, and various guidelines of OptSwap; Your use of OptSwap Services should not 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 OptSwap Services; You agree not to 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 or not).
Without prior written consent from OptSwap, you may not modify, replicate, duplicate, copy, download, store, further transmit, disseminate, transfer, disassemble, broadcast, publish, remove or alter any copyright statement or label, or license, sub-license, sell, mirror, design, rent, lease, private label, grant security interests in the properties or any part of the properties, or create their derivative works or otherwise take advantage of any part of the properties.
You may not:
(i) 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 or monitor any part of the properties, or replicate or bypass the navigational structure or presentation of OptSwap Services in any way, in order to obtain or attempt to obtain any materials, documents or information in any manner not purposely provided through OptSwap Services;
(ii) attempt to access any part or function of the properties without authorization, or connect to OptSwap Services or any other systems or networks of any OptSwap Services provided through the services by hacking, password mining or any other unlawful or prohibited means;
(iii) probe, scan or test the vulnerabilities of OptSwap Services or any network connected to the properties, or violate any security or authentication measures on OptSwap Services or any network connected to OptSwap Services;
(iv) reverse look-up, track or seek to track any information of any other Users or visitors of OptSwap Services;
(v) take any actions that imposes an unreasonable or disproportionately large load on the infrastructure of systems or networks of OptSwap Services or OptSwap, or the infrastructure of any systems or networks connected to OptSwap services;
(vi) use any devices, software or routine programs to interfere with the normal operation of OptSwap Services or any transactions on OptSwap Services, or any other persons use of OptSwap Services;
(vii) forge headers, impersonate, or otherwise manipulate identification, to disguise your identity or the origin of any messages or transmissions you send to OptSwap, or
(viii) use OptSwap Services in an illegal way.
By accessing OptSwap Services, you agree that OptSwap has 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. Examples of such actions include, but are not limited to publishing the alleged violations and actions that have been taken, reporting the incident to the authorities and pursuing legal action to the maximum extent permitted under applicable law.
3. Crypto-to-Crypto Trading
You may conduct Crypto-to-Crypto Trading on OptSwap in accordance with the provisions of these Terms.
Orders: Upon sending an instruction of using OptSwap Services for Crypto-to-Crypto Trading (an "Order"), your account will be immediately updated to reflect the open Orders, and your Orders will be included in OptSwap's order book to match other users’ Orders. If one of your Orders fully or partially matches another users Order, OptSwap will execute an exchange (a "Trade"). Once the Trade is executed, your account will be updated to reflect that the Order has been fully executed and closed, or the Order has been partially executed. The Order will remain uncompleted or partially filled until it is fully executed or cancelled under paragraph (2) below. To conclude a Trade, you authorize OptSwap smart contracts to temporarily control the Crypto Asset involved in your Trade.
Order Cancellation: For Orders initiated through OptSwap Services, you may only cancel them before they have been matched with other Users’ Orders. Once your Order has been matched with another users Order, you may not change, revoke or cancel OptSwap's authorization to complete the Trade. For any partially matched Order, you may cancel the unmatched part of the Order unless such portion has been matched. If your wallet does not have sufficient amount of Crypto Assets to execute an Order, OptSwap will reject the entire Order. In each case, any Trade related fees payable to OptSwap are deducted as stated in paragraph (3) below).
Fees: You agree to pay OptSwap the fees specified in the Trading Fees section of the documentation. OptSwap may, in its discretion, update the fees at any time. Any updated fees will apply to any Trades that occur following the effective date of the updated fees. You authorize OptSwap to deduct from your account any applicable fees that you owe under these Terms.
4. Options Trading
You acknowledge and agree that:
You fully understand the risks of Options Trading, including but not limited to the risk of a partial or total loss of Premium or Margin paid (Loss of Capital);
You have sufficient investment knowledge and experience and the capacity to take risks arising from Options Trading, and agree to fully assume all the risks arising from the activity of Options Trading;
Before performing Options Trading, you have read and understood all the relevant Terms, and have consulted relevant professionals to make informed decisions on whether and how to complete Options Trading according to their recommendations and your own reasonable judgment.
5. Staking & Airdrops Programs
OptSwap will from time to time launch Staking & Airdrops Programs for specific types of Crypto Assets to reward, as per certain rules, users who stake such Crypto Assets in OptSwap smart contracts or for any other reason. When participating in Staking & Airdrops Programs, you should note that:
Unless otherwise stipulated by OptSwap, Staking & Airdrops Programs are free of charge and Users may trade during the staking or vesting period;
OptSwap does not guarantee Users’ principal, interest, rewards or proceeds under any Staking or Airdrops Program;
OptSwap has the right to initiate or terminate Staking or Airdrops Program for any Crypto Assets or modify rules on such programs in its sole discretion;
Users shall ensure that sources of the Crypto Assets they hold in OptSwap Accounts are legal and compliant and undertake to observe related laws and regulations related to Airdrops or Staking Rewards, including but not limited to regulations under taxation.
6. Fundraising & Commercial Paper Programs
OptSwap will from time to time launch Fundraising & Commercial Paper Programs for specific types of Crypto Assets to raise funds, as per certain rules, from users. When participating in Fundraising or Commercial Paper Programs, you should note that:
Unless otherwise stipulated by OptSwap, Fundraising & Commercial Paper Programs are free of charge and Users may trade during the fundraising, issue or vesting period;
OptSwap does not guarantee Users’ principal, interest, or proceeds under any Fundraising or Commercial Paper Program;
OptSwap has the right to initiate or terminate Fundraising or Commercial Paper Programs for any Crypto Assets or modify rules on such programs in its sole discretion;
You understand and accept that participating in Fundraising or Commercial Paper Programs: (i) is non-refundable and cannot be exchanged for cash (or its equivalent value in any other Crypto Asset or Non-Crypto Asset) or any payment obligation by OptSwap; (ii) does not represent or confer on you any ownership right, shareholding, participation, right, title, or interest of any form with respect to OptSwap DAO or any other enterprise or undertaking, or any of their revenues or assets, including without limitation any right to receive future revenue, dividends, shares, tokens, ownership right or stake, share or security, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), right to receive accounts, financial statements or other financial data, the right to requisition or participate in shareholder or token holder meetings, the right to nominate a director or governor or other financial or legal rights or equivalent rights, or intellectual property rights or any other form of participation in or relating to OptSwap, OptSwap DAO, OptSwap Services and/or any affiliates and their respective token holders, members, governors, officers, employees, attorneys, agents, representatives, suppliers or contractors of OptSwap; (iii) is not intended to be a representation of currency or money (whether fiat or virtual or Crypto Assets or any form of electronic money), security, commodity, bond, debt instrument, unit in a collective investment scheme or any other kind of financial instrument or security or investment; (iv) is not a loan to OptSwap DAO and is not intended to represent a debt owed by OptSwap DAO, and there shall be no expectation of profit or interest income arising in connection therewith; (v) does not provide you with any guarantees or warranties or ownership or any other interest in OptSwap DAO or OptSwap Services; (vi) is not any form of financial derivative; (vii) is not any form of negotiable instrument; (viii) will not entitle token holders to any promise of fees, dividends, revenue, profits or investment returns, nor should there be any such expectation; (ix) is not any note, debenture, warrant or other certificate that entitles the holder to any interest, dividend or any kind of return from OptSwap DAO or any person; (x) is not any commodity or asset that any person is obliged to purchase or redeem; (xi) is not for speculative investment; (xii) is not intended to constitute securities in the United States of America (USA), Canada, United Arab Emirates (UAE), United Kingdom (UK), the European Union (EU), Switzerland, India, Japan, South Korea, Singapore, Australia, South Africa, Brazil, Mexico, Cayman Islands, British Virgin Islands (BVI), the Bahamas or any other jurisdiction; (xiii) does not result in any mutual covenants, or agreement to rights and obligations, being entered into between you and other holders of OptSwap DAO governance tokens inter se; and (xiv) is subject to limitations and conditions in these Terms and all applicable policies as may be updated from time to time.
Users shall ensure that sources of the Crypto Assets they employ in Fundraising & Commercial Paper Programs are legal and compliant and undertake to observe related laws and regulations related to Capital Gains or Interest Earnings, including but not limited to regulations under taxation.
RESTRICTIVE LEGEND: THE TOKENS EVIDENCED BY THE FUNDRAISING ROUNDS OR COMMERCIAL PAPER CERTIFICATES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY OTHER APPLICABLE SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT UNDER SECTION 4(A)(2) AND SUCH OTHER SECURITIES LAWS. NEITHER THESE TOKENS NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH OTHER SECURITIES LAWS OR PURSUANT TO A TRANSACTION THAT IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION REQUIREMENTS.
NOTHING IN THESE TERMS CONSTITUTES LEGAL, FINANCIAL, BUSINESS OR TAX ADVICE AND YOU SHOULD CONSULT YOUR OWN LEGAL, FINANCIAL, TAX OR OTHER PROFESSIONAL ADVISOR BEFORE ENGAGING IN ANY ACTIVITY IN CONNECTION HEREWITH. THESE TERMS DO NOT CONSTITUTE A PROSPECTUS OR OFFERING DOCUMENT, AND ARE NOT AN OFFER TO SELL, NOR THE SOLICITATION OF AN OFFER TO BUY ANY INVESTMENT OR FINANCIAL INSTRUMENT IN ANY JURISDICTION. IF YOU ARE IN ANY DOUBT AS TO THE SUITABILITY OR OTHERWISE OF PURCHASING, HOLDING OR USAGE OF THE CRYPTO ASSETS REFERRED TO IN THESE TERMS, YOU SHOULD NOT PARTICIPATE IN OR SUBSCRIBE TO THE PROGRAMS AND YOU SHOULD SEEK APPROPRIATE PROFESSIONAL ADVICE.
IV. Liabilities
1. Disclaimer of Warranties
OPTSWAP SERVICES OR OTHER ITEM PROVIDED BY OR ON BEHALF OF OPTSWAP ARE OFFERED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND OPTSWAP EXPRESSLY DISCLAIMS, AND YOU WAIVE, ANY AND ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE IN TRADE. WITHOUT LIMITING THE FOREGOING, OPTSWAP DOES NOT REPRESENT OR WARRANT THAT THE SITE, OPTSWAP SERVICES OR OPTSWAP MATERIALS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. OPTSWAP DOES NOT GUARANTEE THAT ANY ORDER WILL BE EXECUTED, ACCEPTED, RECORDED OR REMAIN OPEN. EXCEPT FOR THE EXPRESS STATEMENTS, AGREEMENTS AND RULES SET FORTH IN THESE TERMS, YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU HAVE NOT RELIED UPON ANY OTHER STATEMENT OR AGREEMENT, WHETHER WRITTEN OR ORAL, WITH RESPECT TO YOUR USE AND ACCESS OF OPTSWAP SERVICES. WITHOUT LIMITING THE FOREGOING, YOU HEREBY UNDERSTAND AND AGREE THAT OPTSWAP WILL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES ARISING OUT OF OR RELATING TO: (A) ANY INACCURACY, DEFECT OR OMISSION OF CRYPTO ASSETS PRICE DATA, (B) ANY ERROR OR DELAY IN THE TRANSMISSION OF SUCH DATA, (C) INTERRUPTION IN ANY SUCH DATA, (D) REGULAR OR UNSCHEDULED MAINTENANCE CARRIED OUT BY OPTSWAP AND SERVICE INTERRUPTION AND CHANGE RESULTING FROM SUCH MAINTENANCE, (E) ANY DAMAGES INCURRED BY OTHER USERS' ACTIONS, OMISSIONS OR VIOLATION OF THESE TERMS, (F) ANY DAMAGE CAUSED BY ACTIONS OF OTHER THIRD PARTIES OR ACTIONS WITHOUT AUTHORIZED BY OPTSWAP; AND (G) OTHER EXEMPTIONS MENTIONED IN DISCLAIMERS AND PLATFORM RULES ISSUED BY OPTSWAP.
2. Disclaimer of Damages and Limitation of Liability
IN NO EVENT WILL OPTSWAP, ITS AFFILIATES AND THEIR RESPECTIVE TOKEN HOLDERS, MEMBERS, GOVERNORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES OR LIABILITIES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, INFORMATION, REVENUE, PROFITS OR OTHER BUSINESSES OR FINANCIAL BENEFITS) ARISING OUT OF OPTSWAP SERVICES, ANY PERFORMANCE OR NON-PERFORMANCE OF OPTSWAP SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF OPTSWAP AND ITS AFFILIATES, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY EVEN IF OPTSWAP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES EXCEPT TO THE EXTENT OF A FINAL JUDICIAL DETERMINATION THAT SUCH DAMAGES WERE A RESULT OF OPTSWAP'S GROSS NEGLIGENCE, FRAUD, WILLFUL MISCONDUCT OR INTENTIONAL VIOLATION OF LAW.
NOTWITHSTANDING THE FOREGOING, IN NO EVENT WILL THE LIABILITY OF OPTSWAP, ITS AFFILIATES AND THEIR RESPECTIVE TOKEN HOLDERS, MEMBERS, GOVERNORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS ARISING OUT OF SERVICES OFFERED BY OR ON BEHALF OF OPTSWAP AND ITS AFFILIATES, ANY PERFORMANCE OR NON-PERFORMANCE OF OPTSWAP SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY, EXCEED THE AMOUNT OF THE FEES PAID BY YOU TO OPTSWAP UNDER THESE TERMS IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.
3. Indemnification
You agree to indemnify and hold harmless OptSwap DAO, OptSwap DAO Inc., their affiliates, contractors, licensors, and their respective token holders, governors, officers, employees and agents from and against any 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 (i) your use of, or conduct in connection with, OptSwap Services, (ii) your breach or our enforcement of these Terms, or (iii) your violation of any applicable law, regulation, or rights of any third party during your use of OptSwap Services. If you are obligated to indemnify OptSwap DAO, OptSwap DAO Inc., their affiliates, contractors, licensors, token holders and their respective governors, officers, employees or agents pursuant to these Terms, OptSwap will have the right, in its sole discretion, to control any action or proceeding and to determine whether OptSwap wishes to settle, and if so, on what terms.
V. Announcements
Please be aware that all official announcements, news, promotions, competitions, fundraising rounds, commercial papers and airdrops will be listed on optswap.org. USERS UNDERTAKE TO REFER TO THESE MATERIALS REGULARLY AND PROMPTLY. OPTSWAP WILL NOT BE HELD LIABLE OR RESPONSIBLE IN ANY MANNER OF COMPENSATION SHOULD USERS INCUR PERSONAL LOSSES ARISING FROM IGNORANCE OR NEGLIGENCE OF THE ANNOUNCEMENTS.
VI. No Financial Advice
OptSwap is 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 OptSwap Services. No communication or information provided to you by OptSwap is intended as, or shall be considered or construed as, investment advice, financial advice, trading advice, or any other sort of advice. Unless otherwise specified in these Terms, all trades are executed automatically, based on the parameters of your order instructions and in accordance with posted trade execution procedures, and 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. OptSwap does not recommend that any Crypto Asset should be bought, earned, sold, or held by you. Before making the decision to buy, sell or hold any Crypto Asset, you should conduct your own due diligence and consult your financial advisors prior to making any investment decision. OptSwap will not be held responsible for the decisions you make to buy, sell, or hold Crypto Assets based on the information provided by OptSwap.
VII. Compliance with Local Laws
It is the User's responsibility to abide by local laws in relation to the legal usage of OptSwap Services in their local jurisdiction as well as other laws and regulations applicable to Users. Users must also factor, to the extent of their local laws all aspects of taxation, the withholding, collection, reporting and remittance to their appropriate tax authorities. OPTSWAP DAO DOES NOT WITHHOLD OR REMIT ANY TAXES ON YOUR BEHALF UNDER ANY LEGAL JURISDICTION. ALL USERS OF OPTSWAP SERVICES ACKNOWLEDGE AND DECLARE THAT THEIR FUNDS COME FROM LEGITIMATE SOURCES AND DO NOT ORIGINATE FROM ILLEGAL ACTIVITIES.
OptSwap maintains a stance of cooperation with law enforcement authorities globally and will not hesitate to cooperate with investigations under any legal mandate.
VIII. Privacy Policy
As a decentralized and fully on-chain protocol, all orders, trades, positions, participation in governance, fundraising rounds, airdrops and staking rewards are accounted for in the smart contracts against the User's public wallet address only.
OptSwap uses the Browsers Local Storage and Non-Identifying Cookies within the Users' local browser environment to temporarily cache User Account information, User Token Balances and Allowances, User Orders, User Positions and User Votes. This data is only used to render a technically working product and to improve the user experience and does not contain any Personally Identifying Information.
As part of the Know-Your-Customer ("KYC") and Anti-Money-Laundering ("AML") processes, OptSwap may do anything that it deems necessary in order to identify Users, verify their identity, scrutinize and investigate User transactions, or comply with any applicable law or regulation. All Personally Identifying Information collected is strictly processed according to the OptSwap Privacy Policy.
The IP address and other metadata associated with your transactions may be separately collected or logged by the blockchain network miners or validators, or RPC (Remote Procedure Call) service providers, or Subgraph data providers, or your Internet Service Provider (ISP), or VPN (Virtual Private Network) service provider, or legal authorities, or other third parties as it travels across the network.
OptSwap utilizes web analytics tools, including but not limited to Google Analytics, to better understand how the software is used, and to improve the OptSwap Services. If you are logged into your Google account, or any other third party account which is linked with a web analytics tool, while you are using OptSwap Services, you may be personally identifiable by Google or the third party account into which you are simultaneously logged in while using OptSwap Services. OptSwap does not, and cannot, transmit any personally identifying information to any third party. ALL USERS OF OPTSWAP ACKNOWLEDGE THAT OPTSWAP IS NOT RESPONSIBLE AND CANNOT BE HELD LIABLE FOR THE INDEPENDENT COLLECTION OF USER DATA, WHETHER PERSONALLY IDENTIFYING OR NOT, BY ANY THIRD PARTY UNDER ANY CIRCUMSTANCES.
IX. Resolving Disputes: Arbitration, Class Action Waiver
PLEASE READ THIS SECTION CAREFULLY, AS IT INVOLVES A WAIVER OF CERTAIN RIGHTS TO BRING LEGAL PROCEEDINGS, INCLUDING AS A CLASS ACTION.
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 legal@optswap.org 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 ninety days of your email, then you and we both agree to resolve the potential dispute according to the process set forth below in paragraph (2).
Arbitration: Any claim or controversy arising out of or relating to the OptSwap Services, these Terms, or any other acts or omissions for which you may contend that we are liable, including (but not limited to) any claim or controversy as to arbitrability ("Dispute"), shall be finally and exclusively settled by arbitration. You understand that you are required to resolve all Disputes by binding arbitration. The arbitration shall be held on a confidential basis before a single arbitrator, who shall be selected pursuant to the relevant arbitration rules. The arbitration will be held in the British Virgin Islands (BVI), unless you and we both agree to hold it elsewhere. Unless we agree otherwise, the arbitrator may not consolidate your claims with those of any other party. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
Class Action Waiver and Jury Trial Waiver: You must bring any and all Disputes against us in your individual capacity and not as a plaintiff in or member of any purported class action, collective action, private attorney general action, or other representative proceeding. This provision applies to class arbitration. You and we both agree to waive the right to demand a trial by jury. You and OptSwap agree that any claims relating to these Terms or to your relationship with OptSwap as a user of OptSwap Services (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of these Terms) shall be brought against the other party in an arbitration on an individual basis only and not as a plaintiff or class member in a purported class or representative action. You and OptSwap further agree to waive any right for such claims to be brought, heard, or arbitrated as a class, collective, representative, or private attorney general action, to the extent permissible by applicable law. Combining or consolidating individual arbitrations into a single arbitration is not permitted without the consent of all parties, including OptSwap.
Governing Law: You agree that the laws of the British Virgin Islands, without regard to principles of conflict of laws, govern these Terms and any Dispute between you and us. You further agree that the OptSwap Services shall be deemed to be based solely in the British Virgin Islands, and that although the OptSwap Services may be available in other jurisdictions, its availability does not give rise to general or specific personal jurisdiction in any forum outside the British Virgin Islands. You agree that The Magistrate's Court, British Virgin Islands, is the proper forum for any appeals of an arbitration award or for court proceedings in the event that these Terms binding arbitration clause is found to be unenforceable.
X. Miscellaneous
Independent Parties: OptSwap 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.
Entire Agreement: These Terms constitute the entire agreement between the parties regarding use of OptSwap Services and will supersede all prior written or oral agreements between the parties. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the terms herein.
Interpretation and Revision: OptSwap reserves the right to alter, revise, modify, and/or change these Terms at any time. All changes will take effect immediately upon being published on OptSwap websites. It is your responsibility to regularly check relevant pages on our websites/applications to confirm the latest version of these Terms. If you do not agree to any such modifications, your only remedy is to close your positions, withdraw your funds and terminate your usage of OptSwap Services. You agree that, unless otherwise expressly provided in these Terms, OptSwap will not be responsible for any modification or termination of OptSwap Services by you or any third party, or suspension or termination of your access to OptSwap Services.
Force Majeure: OptSwap will not be liable for any delay or failure to perform as required by these Terms because of any cause or condition beyond OptSwap's reasonable control.
Severability: If any portion of these Terms is held invalid or unenforceable, such invalidity or enforceability will not affect the other provisions of these Terms, which will remain in full force and effect, and the invalid or unenforceable portion will be given effect to the greatest extent possible.
Assignment: You may not assign or transfer any right to use OptSwap Services, or any of your rights or obligations under these Terms without prior written consent from OptSwap, including any right or obligation related to the enforcement of laws or the change of control. OptSwap 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.
Waiver: The failure of one party to require performance of any provision will not affect that party's right to require performance at any time thereafter. At the same time, the waiver of one party to seek recovery for the other party's violation of these Terms or any provision of applicable terms shall not constitute a waiver by that party of any subsequent breach or violation by the other party or of the provision itself.
Third-Party Website Disclaimer: Any links to third-party websites from OptSwap Services does not imply endorsement by OptSwap of any product, service, information or disclaimer presented therein, nor does OptSwap guarantee the accuracy of the information contained on them. If you suffer loss from using such third-party product and service, OptSwap will not be liable for such loss. In addition, since OptSwap has no control over the terms of use or privacy policies of third-party websites, you should read and understand those policies carefully.
Contact Information: If you have questions regarding these Terms and Conditions, please feel free to contact OptSwap for clarification via email to legal@optswap.org.
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