Dexorder Terms of Service
Last Updated: November 18, 2024
Please read these Terms of Service (the “Terms”) and our Privacy Policy carefully because they govern your use of the website (and all subdomains and subpages thereon) located at dexorder.trade, including without limitation the subdomains app.dexorder.trade and www.dexorder.trade (collectively, the “Site”), and the Dexorder web application graphical user interface and any other services accessible via the Site (together with the Site, web application, and other services, collectively, the “Dexorder Service”) offered by Dexorder LLC (“Dexorder,” “we,” “our,” or “us”).
BY USING THE DEXORDER SERVICE, YOU REPRESENT THAT (I) YOU ARE NOT LOCATED WITHIN THE UNITED STATES; AND (II) YOU ARE NOT A PERSON OR ENTITY WHO IS RESIDENT IN, A CITIZEN OF, IS LOCATED IN, IS INCORPORATED IN, OR HAS A REGISTERED OFFICE IN ANY RESTRICTED TERRITORY, AS DEFINED BELOW (ANY SUCH PERSON OR ENTITY FROM WITHIN THE UNITED STATES OR A RESTRICTED TERRITORY, IS REFERRED TO HEREIN AS A “RESTRICTED PERSON”).
WHEN YOU AGREE TO THESE TERMS, YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND DEXORDER THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 16 (DISPUTE RESOLUTION) BELOW FOR DETAILS REGARDING ARBITRATION. HOWEVER, IF YOU ARE A RESIDENT OF A JURISDICTION WHERE APPLICABLE LAW PROHIBITS ARBITRATION OF DISPUTES, THE AGREEMENT TO ARBITRATE IN SECTION 16 WILL NOT APPLY TO YOU, BUT THE PROVISIONS OF SECTION 15 (GOVERNING LAW) WILL APPLY INSTEAD.
Description of Dexorder Service
(a) The Dexorder Service allows you to access an online web application graphical user interface (the “App”) which enables you to interact with a protocol consisting of a set of smart contracts (the “Smart Contracts”) and to create and interact with a user controlled smart contract involving digital assets over which only you have upgrade authority (a “Vault” and together with the Smart Contracts, the “Protocol”). You may use your Vault to send signals to, interact with, and initiate actions on third party smart contract blockchain protocols (“Interactions”) operating on decentralized exchanges (e.g., Uniswap) (“DEXs”). Certain Interactions may require threshold parameters to be met and that a third party transmit an oracle related activation signal (the “Activation Signal”) to the Vault in order to effectuate your commands (such party being an “Oracle”). Dexorder may in the ordinary course of events be an Oracle (“Dexorder Oracle”), but bears no obligation nor promise to do so on an ongoing basis, and you may send such Activation Signal yourself or utilize a third-party Oracle to do so. Further, Dexorder is not and does not offer a digital wallet, and has no custody or control over your digital wallet, which is never accessible by Dexorder, and only users, and not Dexorder, may provide or withdraw tokens to be held by Vault. From time to time, the Services may include making recommendations with respect to technical changes that only you may accept and implement.
(b) Interface. The Dexorder Service provides you with access to the Protocol, which is a user controlled, non-custodial protocol, upgradeable only by your actions and consent, deployed on the blockchains indicated on our Site, and provides information and interaction capabilities with other blockchain related service providers. All information provided in connection with your access and use of the Dexorder Service is for informational purposes only. You should not take, or refrain from taking, any action based on any information contained on the Dexorder Service or any other information that we make available at any time, including blog posts, data, articles, links to third-party content, Discord content, news feeds, tutorials, tweets, and videos. Before you make any financial, legal, technical, or other decisions involving the Dexorder Service, you should seek independent professional advice from a licensed and qualified individual in the area for which such advice would be appropriate. Because the Dexorder Service provides information about the Protocol, these Terms also provide some information about the use of the Protocol. This information is not intended to be comprehensive or address all aspects of the Protocol.
c) Our Relationship. You acknowledge and agree that Dexorder is an online platform provider and not a financial institution, broker dealer, exchange or money services business. Dexorder does not direct or control the day-to-day activities of users accessing the Dexorder Service. Neither we nor any affiliated entity is a party to any transaction on the blockchain network underlying the Protocol; we do not have possession, custody or control over any cryptoassets appearing on the Dexorder Service or on the Protocol; and we do not have possession, custody, or control over any user’s funds or cryptoassets. Further, we do not store, send, or receive any funds or cryptoassets on your behalf. You understand that when you interact with any Protocol smart contracts, you retain control over your cryptoassets at all times. You are solely responsible for evaluating any proposed technical changes and how such changes may alter current or future Interactions. Furthermore, you understand and acknowledge that only you have absolute and ultimate authority over the implementation of any such changes and the responsibility therefor. The private key associated with your Vault is the only private key that can control the cryptoassets in the Vault. You alone are responsible for securing your private keys. We do not have access to your private keys. Because the Protocol is non-custodial, we are not intermediaries, agents, advisors, or custodians, and we do not have a fiduciary relationship or obligation to you regarding any other decisions or activities that you affect when using the Dexorder Service or interacting with the Protocol. You acknowledge that we, for the avoidance of doubt, do not have any information regarding any users, users’ identities, or services beyond what is available, obtainable publicly via the blockchain, or shared by you when you access the Dexorder Service. We are not responsible for any activities you engage in when using the Dexorder Service, and you should understand the risks associated with cryptoassets, blockchain technology generally, and the Interface.
Agreement to Terms
By using our Dexorder Service, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not use the Dexorder Service.
Changes to these Terms or the Dexorder Service
We may update the Terms, including any addendum terms, from time to time in our sole discretion. If we do, we’ll let you know by posting the updated Terms on the Site and/or may also send other communications. It’s important that you review the Terms whenever we update them or you use the Dexorder Service. If you continue to use the Dexorder Service after we have posted updated Terms it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not use the Dexorder Service anymore. Because our Dexorder Service is evolving over time we may change or discontinue all or any part of the Dexorder Service, at any time and without notice, at our sole discretion.
Who May Use the Dexorder Service?
(a) Eligibility. The Dexorder Service is only available to users in certain jurisdictions outside of the United States and that are at least 18 years old, capable of forming a binding contract with the Dexorder and not otherwise barred from using the Dexorder Service under Applicable Law. You may not attempt to access or use the Dexorder Service if you are not permitted to do so (including without limitation if you are a Restricted Person).
(b) Compliance. You certify that you will comply with all Applicable Law when using the Dexorder Service. You are solely responsible for ensuring that your access and use of the Dexorder Service in such country, territory, or jurisdiction does not violate any Applicable Laws. You must not use any software or networking techniques, including use of a virtual private network (“VPN”) to circumvent or attempt to circumvent this prohibition. We reserve the right to monitor the locations from which our Dexorder Service is accessed. Furthermore, we reserve the right, at any time, in our sole discretion, to block access to the Dexorder Service, in whole or in part, from any geographic location, IP addresses, and unique device identifiers (e.g., cryptocurrency or digital wallet addresses), or to any user who we believe is in breach of these Terms.
Use of the Dexorder Service
(a) User Representations and Warranties. As a condition to accessing or using the Dexorder Service, you represent and warrant to Dexorder that:
(i) if you are entering into these Terms as an individual, then you are of legal age in the jurisdiction in which you reside and you have the legal capacity to enter into these Terms and be bound by them and if you are entering into these Terms as an entity, then you must have the legal authority to accept these Terms on that entity’s behalf, in which case “you” (except as used in this paragraph) will mean that entity;
(ii) you are not in or residing in the United States;
(iii) you are not in or residing in Cuba, Iran, North Korea, Syria, Belarus, Russia, and the Crimea, Luhansk, Donetsk, Zaporizhzhia, and Kherson regions of Ukraine, or any other country or jurisdiction to which the Cayman Islands, the United Kingdom, United States, the United Nations Security Council, or the European Union embargoes goods or imposes similar sanctions (collectively, “Restricted Territories”);
(iv) you are not on any sanctions list or equivalent maintained by the Cayman Islands, the United Kingdom, United States, the United Nations Security Council, or the European Union (collectively, “Sanctions Lists Persons”) and you do not intend to transact with any Restricted Person or Sanctions List Person;
(v) you do not, and will not, use VPN software or any other privacy or anonymization tools or techniques to circumvent, or attempt to circumvent, any restrictions that apply to the Dexorder Service;
(vi) you have obtained all required consents from any individual whose personal information you transfer to us in connection with your use of the Dexorder Service; and
(vii) all information that you provide through the Dexorder Service is current, complete, true, and accurate and you will maintain the security and confidentiality of your private keys associated with your public wallet address, passwords, API keys, passwords or other information associated with your Vault or otherwise, as applicable.
(viii) your access to the Dexorder Service is not: (a) prohibited by and does not otherwise violate or assist you to violate any domestic or foreign law, rule, statute, regulation, by-law, order, protocol, code, decree, or another directive, requirement, or guideline, published or in force that applies to or is otherwise intended to govern or regulate any person, property, transaction, activity, event or other matter, including any rule, order, judgment, directive or other requirement or guideline issued by any domestic or foreign federal, provincial or state, municipal, local or other governmental, regulatory, judicial or administrative authority having jurisdiction over Dexorder, you, the Site or the Dexorder Service, or as otherwise duly enacted, enforceable by law, the common law or equity (collectively, “Applicable Laws”); or (b) contribute to or facilitate any illegal activity.
(b) Limitations. As a condition to accessing or using the Dexorder Service or the Site, you acknowledge, understand, and agree to the following:
(i) Subject to your compliance with these Terms, Dexorder will use its commercially reasonable efforts to provide you with access to the Dexorder Service and to cause your Interactions to be executed on the applicable DEX in accordance with Dexorder’s Execution Policy located at https://dexorder.trade/execution-policy/ (“Execution Policy”), however from time to time the Site and the Dexorder Service may be inaccessible or inoperable for any reason, including, without limitation: (a) if an Interaction repeatedly fails to be executed (such as due to an error in Interaction execution or a malfunction in the Dexorder Service); (b) equipment malfunctions; c) periodic maintenance procedures or repairs that Dexorder or any of its suppliers or contractors may undertake from time to time; (d) causes beyond Dexorder’s control or that Dexorder could not reasonably foresee; (e) disruptions and temporary or permanent unavailability of underlying blockchain infrastructure; (f) unavailability of third-party service providers or external partners for any reason; or (g) an Activation Signal not being sent.
(ii) the Site and the Dexorder Service may evolve, which means Dexorder may apply changes, replace, or discontinue (temporarily or permanently) the Dexorder Service at any time in its sole discretion;
(iii) Dexorder does not act as an agent for you or any other user of the Site or the Dexorder Service;
(iv) you are solely responsible for your use of the Dexorder Service; and
(v) 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, you hereby irrevocably disclaim, waive, and eliminate those duties and liabilities.
Interactions; Fees
(a) Interactions.
In order to effectuate Interactions, you may need to transfer digital assets (e.g., tokens) to the Vault. You acknowledge that you may use the Dexorder Services to process and cause Interactions to be operate with an applicable DEX, including without limitation the transfer of digital assets via the DEX in accordance with the Interaction. For clarity, the Vault is a smart contract automatically controlled by the blockchain. Dexorder is an interface to that smart contract, and does not offer a digital wallet and has no custody or control over your digital wallet or any digital assets or cryptocurrency, which is never accessible by Dexorder.
(b) Fees.
(i) Dexorder charges fees upfront for usage of the Dexorder Services at the time of user Interactions (“Fees”). You agree to pay all applicable Fees upfront to Dexorder, in the amounts communicated or presented to you via the Dexorder Service in connection with usage of the Dexorder Service. Each party shall be responsible for all Taxes imposed on its income or property.
(ii) There may be associated fees in connection with transactions enacted on a blockchain. All transactions using blockchains require the payment of gas fees, which are essentially transaction fees paid on every transaction that occurs on the selected blockchain network. We do not collect any such fees. Please note that accessing the Protocol may result in you incurring gas fees, which are non-refundable, and are paid by you in all circumstances. You pay all gas fees incurred by you as relating to interacting with the Protocol.
c) Tax Records and Reporting. You are solely responsible for all costs incurred by you in using the Dexorder Service, and for determining, collecting, reporting, and paying all applicable Taxes that you may be required by law to collect and remit to any governmental or regulatory agencies. As used herein, “Taxes” means the taxes, duties, levies, tariffs, and other charges imposed by any federal, state, multinational or local governmental or regulatory authority. We reserve the right to report any activity occurring using the Dexorder Service to relevant tax authorities as required under Applicable Law. You are solely responsible for maintaining all relevant Tax records and complying with any reporting requirements you may have as related to our Dexorder Service. You are further solely responsible for independently maintaining the accuracy of any record submitted to any tax authority including any information derived from the Dexorder Service.
(d) Suspensions or Terminations. In addition to the other suspension and termination rights in these Terms, we may suspend or terminate your access to the Dexorder Service, or any and all Interactions, at any time in connection with any Interaction or transaction (i) as required by Applicable Law or any governmental authority, (ii) if we are unable to process or execute an Interaction or transaction after several attempts (as described in the Execution Policy or otherwise in Dexorder’s reasonable discretion), or (iii) if we in our sole and reasonable discretion determine you are violating the terms of any third-party service provider or these Terms, including, without limitation, if we reasonably believe any of your representations and warranties may be untrue or inaccurate or you are violating or have violated any of the geographical restrictions that apply to the Dexorder Service, and in any case we will not be liable to you for any losses or damages you may suffer as a result of or in connection with the Dexorder Service being inaccessible to you at any time or for any reason. Such suspension or termination shall not constitute a breach of these Terms by Dexorder. In accordance with its anti-money laundering, anti-terrorism, anti-fraud, and other compliance policies and practices, we may impose limitations and controls on the ability of you or any beneficiary to utilize the Dexorder Service. Such limitations may include rejecting transaction requests, freezing funds in any case where Dexorder has such ability, or otherwise restricting you from using the Dexorder Service, all to the extent of our ability to do so.
General Prohibitions and Dexorder’s Enforcement Rights.
You agree not to do any of the following:
(a) Engage in or induce others to engage in any form of unauthorized access, hacking, or social engineering, including without limitation any distributed denial or service or DDoS attack, of Dexorder, the Dexorder Service, or any users of the foregoing;
(b) Use, display, mirror or frame the Dexorder Service or any individual element within the Dexorder Service, Dexorder’s name, any Dexorder trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Dexorder’s express written consent;
c) Access, tamper with, or use non-public areas of the Dexorder Service, Dexorder’s computer systems, or the technical delivery systems of Dexorder’s providers;
(d) Attempt to probe, scan or test the vulnerability of any Dexorder system or network or breach any security or authentication measures;
(e) Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Dexorder or any of Dexorder’s providers or any other third party (including another user) to protect the Dexorder Service;
(f) Attempt to access or search the Dexorder Service or download content from the Dexorder Service using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Dexorder or other generally available third-party web browsers;
(g) Use any meta tags or other hidden text or metadata utilizing a Dexorder trademark, logo, URL or product name without Dexorder’s express written consent;
(h) Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Dexorder Service to send altered, deceptive or false source-identifying information;
(i) Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Dexorder Service;
(j) Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, exploiting any bug, overloading, flooding, spamming, or mail-bombing the Dexorder Service;
(k) Use the Dexorder Service for benchmarking or analysis in a manner that could, directly or indirectly, interfere with, detract from, or otherwise harm the Dexorder Service or DEX;
(l) Collect or store any personally identifiable information from the Dexorder Service from other users of the Dexorder Service without their express permission;
(m) Impersonate or misrepresent your affiliation with any person or entity;
(n) Create or list any counterfeit items (including digital assets);
(o) Fabricate in any way any transaction or process related thereto;
(p) Engage or assist in any activity that violates any law, statute, ordinance, regulation, or sanctions program, , or that involves proceeds of any unlawful activity (including but not limited to money laundering, terrorist financing or deliberately engaging in activities designed to adversely affect the performance of the Dexorder Service);
(q) Engage in deceptive or manipulative trading activities;
(r) Disguise or interfere in any way with the IP address of the computer you are using to access or use the Dexorder Service or that otherwise prevents us from correctly identifying the IP address of the computer you are using to access the Dexorder Service;
(s) Transmit, exchange, or otherwise support the direct or indirect proceeds of criminal or fraudulent activity;
(t) Violate any Applicable Law or regulation; or
(u) Encourage or enable any other individual to do any of the foregoing.
Dexorder is not obligated to monitor access to or use of the Dexorder Service or to review or edit any content. However, we have the right to do so for the purpose of operating the Dexorder Service, to ensure compliance with these Terms and to comply with Applicable Law or other legal requirements. We reserve the right, but are not obligated, to suspend or terminate access to the Dexorder Service at any time if we believe you are violating these Terms. We have the right to investigate violations of these Terms or conduct that affects the Dexorder Service. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
Feedback
We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Dexorder Service (“Feedback”). If you choose to submit Feedback, you agree that we are free to use it (and permit others to use it) without any restriction or compensation to you.
Links to Third Party Websites or Resources
The Dexorder Service may allow you to access third-party websites, integrations, or other resources, including the DEX, services providing Activation Signals, and any bridge between the DEX and any third party protocols (collectively, “Third Party Resources”). We provide access only as a convenience and are not responsible for the content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party resources. Our provision of access to Third Party Resources does not constitute approval, endorsement, or control of such Third Party Resource.
Termination
We may suspend or terminate your access to and use of the Dexorder Service, at our sole discretion, at any time and without notice to you. You acknowledge and agree that we shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to us or any third party, to the fullest extent permitted by Applicable Law. Upon any termination, discontinuation, or cancellation of the Dexorder Service or your account, the following Sections will survive: 6.(d), 7, 8, 10, 11, 13, 14, 15, 16, and 17.
Warranty Disclaimers
THE DEXORDER SERVICE (INCLUDING WITHOUT LIMITATION THE VAULT) AND ANY CONTENT CONTAINED THEREIN, AS WELL AS THE PROTOCOL, THE DEXORDER ORACLE, AND ANY ASSOCIATED PROTOCOL OR BLOCKCHAIN MESSAGING FUNCTIONALITY SUCH AS ACTIVATION SIGNALS UNDERLYING THE DEXORDER SERVICE (TOGETHER, THE “UTILITIES”), ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE UTILITIES WILL MEET YOUR REQUIREMENTS, BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT ON THE UTILITIES. DEXORDER FURTHER EXPRESSLY DISCLAIMS ALL LIABILITY OR RESPONSIBILITY IN CONNECTION WITH THIRD PARTY SERVICES. NOTHING HEREIN NOR ANY USE OF THE UTILITIES IN CONNECTION WITH THIRD PARTY SERVICES CONSTITUTES OUR ENDORSEMENT, RECOMMENDATION OR ANY OTHER AFFILIATION OF OR WITH ANY THIRD PARTY SERVICES.
DEXORDER DOES NOT REPRESENT OR WARRANT THAT ANY CONTENT ON THE UTILITIES IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. WE WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION CONTAINED ON THE UTILITIES. DEXORDER CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE UTILITIES, ANY CONTENT THEREIN, OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY.
DEXORDER WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF THE UTILITIES, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, EXCEEDING TRANSFER LIMITS OF THIRD PARTY RESOURCES OR THE DEX, OR MISTYPED WALLET ADDRESSES; (II) SERVER FAILURE OR DATA LOSS; (III) BLOCKCHAIN NETWORKS, CRYPTOCURRENCY WALLETS, CORRUPT FILES, SOFTWARE ERRORS, OR BUGS; (IV) UNAUTHORIZED ACCESS TO THE UTILITIES; OR (V) ANY THIRD PARTY UTILITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST ANY BLOCKCHAIN NETWORK UNDERLYING THE UTILITIES.
THE UTILITIES MAY INCLUDE THE PLACEMENT OR EXECUTION OF AN ACTIVATION SIGNAL TO A USER VAULT WITH RESPECT TO USER DEFINED INTERACTIONS (E.G., VIA TRANSMITTING AN ACTIVATION SIGNAL WHICH TRIGGERS INTERACTION EXECUTION), HOWEVER, ANYONE, INCLUDING YOU OR ANY THIRD PARTY, MAY CAUSE AN INTERACTION TO BE EXECUTED (SUCH AS BY TRANSMITTING THE APPLICABLE ACTIVATION SIGNAL), AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, DEXORDER DOES NOT GUARANTEE THE PLACEMENT OR EXECUTION OR ANY INTERACTION, INCLUDING WITHOUT LIMITATION THAT DEXORDER WILL TRANSMIT ANY PARTICULAR ACTIVATION SIGNAL TO TRIGGER EXECUTION OF ANY INTERACTION, OR THAT AN INTERACTION WILL OTHERWISE BE PROPERLY CARRIED OUT PURSUANT TO A VAULT. YOU ACKNOWLEDGE AND AGREE THAT YOU WILL NOT RELY ON THE UTILITIES TO CARRY OUT PLACEMENTS OR EXECUTIONS OF INTERACTIONS. IF ANY PARTICULAR INTERACTION THAT IS PLACED IS NOT EXECUTED BY DEXORDER IN A TIMELY MANNER, YOU MAY CAUSE SUCH INTERACTION TO BE EXECUTED YOURSELF OR BY ENGAGING A THIRD PARTY SERVICE PROVIDER TO DO SO (E.G., BY TRANSMITTING THE APPLICABLE ACTIVATION SIGNAL YOURSELF OR ENGAGING A THIRD PARTY TO DO SO). YOU ACCEPT THE INHERENT RISK THAT ANY PARTICULAR INTERACTION MAY NOT BE EXECUTED, INCLUDING WITHOUT LIMITATION DUE TO BAD ACTORS OR THE MALFUNCTION OF THE UTILITIES, AND DEXORDER HEREBY DISCLAIMS ANY AND ALL LIABILITY AND RESPONSIBILITY IN CONNECTION WITH THE PLACEMENT OR EXECUTION OF INTERACTIONS AND THE VAULT.
THE UTILITIES MAY NOT BE AVAILABLE DUE TO ANY NUMBER OF FACTORS INCLUDING, BUT NOT LIMITED TO, PERIODIC SYSTEM MAINTENANCE, SCHEDULED OR UNSCHEDULED, ACTS OF GOD, UNAUTHORIZED ACCESS, VIRUSES, DENIAL OF SERVICE OR OTHER ATTACKS, TECHNICAL FAILURE OF THE UTILITIES AND/OR TELECOMMUNICATIONS INFRASTRUCTURE OR DISRUPTION, AND THEREFORE WE EXPRESSLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY REGARDING THE USE AND/OR AVAILABILITY, ACCESSIBILITY, SECURITY OR PERFORMANCE OF THE UTILITIES CAUSED BY SUCH FACTORS. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AGAINST THE POSSIBILITY OF DELETION, MISDELIVERY OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS OR OTHER DATA.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS OF WARRANTIES MAY NOT APPLY TO YOU BUT OTHERS REMAIN IN EFFECT.
You understand that your use of the Utilities is entirely at your own risk. You assume all risks associated with using the Utilities, and digital assets and decentralized systems generally, including but not limited to, that digital assets are highly volatile; you may not have ready access to assets; and you may lose some or all of your tokens or other assets, including with respect to an Interaction or the Vault. You agree that you will have no recourse against Dexorder for any losses due to your use of the Utilities. For example, these losses may arise from or relate to: (i) lost funds; (ii) server failure or data loss; (iii) corrupted digital wallet files; (iv) unauthorized access; (v) errors, mistakes, or inaccuracies; or (vi) third-party activities.
Assumption of Risk.
You accept, acknowledge and assume the following risks:
(a) You are solely responsible for determining what, if any, Taxes apply to your transactions through the Utilities. Neither Dexorder nor any Dexorder affiliates are responsible for determining the Taxes that apply to such transactions.
(b) A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of those ecosystems and related applications, and could therefore also negatively impact the potential utility or value of certain digital assets.
c) By accessing and using the Utilities, you represent that you understand the inherent risks associated with using cryptographic and blockchain-based systems, and that you have a working knowledge of the usage and intricacies of tokens such as, bitcoin (BTC), ether (ETH), and other digital tokens such as those following the Ethereum Token Standard (ERC-20). You further understand that the markets for tokens can be highly volatile due to factors including (but not limited to) adoption, speculation, technology, security, and regulation. You acknowledge that the cost and speed of transacting with cryptographic and blockchain-based systems are variable and may increase at any time. Accordingly, you understand and agree to assume full responsibility for all of the risks of accessing and using and engaging with the Utilities.
Indemnity
You will indemnify, defend (at Dexorder’s option) and hold Dexorder and its affiliates and their respective officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with: (a) your access to or use of the Utilities, (b) Interactions and the Vault, c) your violation of these Terms, or (d) your negligence, willful misconduct, fraud, or violation of Applicable Laws. You may not settle or otherwise compromise any claim subject to this Section without Dexorder’s prior written approval.
Limitation of Liability
(a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER DEXORDER NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE UTILITIES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE UTILITIES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT DEXORDER OR ITS SERVICE PROVIDERS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
(b) TO THE MAXIMUM EXTENT PERMITTED BY THE LAW, IN NO EVENT WILL DEXORDER’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE UTILITIES EXCEED THE TOTAL FEES YOU HAVE PAID OR ARE PAYABLE BY YOU TO DEXORDER FOR USE OF THE UTILITIES (EXCLUDING GAS FEES), OR ONE HUNDRED DOLLARS ($100) IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO DEXORDER, AS APPLICABLE.
c) THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN DEXORDER AND YOU.
Governing Law and Forum Choice
These Terms will be governed by and construed in accordance with the laws of the British Virgin Islands without regard to its conflict of laws provisions.
Dispute Resolution
(a) Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Utilities (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Dexorder agree that the Cayman Islands Arbitration Law governs the interpretation and enforcement of these Terms, and that you and Dexorder are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.
(b) Exceptions. As limited exceptions to Section 16.(a) above: (i) each party may seek to resolve a Dispute in small claims court if it qualifies; and (ii) each party retains the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
c) Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the Cayman International Mediation & Arbitration Centre (CI-MAC) in accordance with its arbitration rules in force at the time of the dispute (“CI-MAC Rules”), except as modified by these Terms. The CI-MAC Rules are available at https://www.caymanarbitration.com/arbitrationrules2023. A party who wishes to start arbitration must submit a written request for arbitration to CI-MAC and give notice to the other party as specified in the CI-MAC Rules. CI-MAC provides instructions on submitting a request for arbitration under Section 3 (Request for arbitration) of the CI-MAC Rules. Any arbitration hearings will take place in the county (or parish) where you live, unless the parties agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.
(d) Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the JAMS Rules, and we won’t seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under Applicable Law.
(e) Injunctive and Declaratory Relief. Except as provided in Section 16.(b) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
(f) Class Action Waiver. YOU AND DEXORDER AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
(g) Severability. With the exception of any of the provisions in Section 16.(f) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
General Terms
(a) Reservation of Rights. Dexorder and its licensors exclusively own all right, title and interest in and to the Dexorder Service, including all associated intellectual property rights. You acknowledge that the Dexorder Service is protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Dexorder Service.
(b) Entire Agreement. These Terms, including any addendum terms, constitute the entire and exclusive understanding and agreement between Dexorder and you regarding the Dexorder Service, and these Terms supersede and replace all prior oral or written understandings or agreements between Dexorder and you regarding the Dexorder Service. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. Except where provided by Applicable Law in your jurisdiction, you may not assign or transfer these Terms, by operation of law or otherwise, without Dexorder’s prior written consent. Any attempt by you to assign or transfer these Terms absent our consent or your statutory right, will be null. Dexorder may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
c) Notices. Any notices or other communications provided by Dexorder under these Terms will be given: (i) via email; or (ii) by posting to the Dexorder Service. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
(d) Waiver of Rights. Dexorder’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Dexorder. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
Contact Information
If you have any questions about these Terms or the Dexorder Service, please contact Dexorder at legal@dexorder.trade or support@dexorder.trade.