⚖️Terms Of Service

A. SUBJECT

These Terms of Service describe the terms and conditions under which you may access and use the products and services provided by Omelette. The products and services shall include, but not be limited to, the user interface hosted on the website https://omeletteswap.finance/("Interface" or "Application").

B. DECLARATIONS

  1. This document governing the use of products and services must be read carefully. By accessing or using the products and services; you declare that you have read, understood and accepted this document. If you do not agree, you are not authorized to access or use any of our products and services. Therefore, you should not use our products and services.

  2. In order to access or use our products and services, you must be able to enter into a legally binding contract with us. Accordingly, you represent on behalf of yourself, the company or legal entity that you are of legal age in your jurisdiction (for example, 18 years old in the United States) and that you have the full right, power and authority to access and use the Interface. If you are entering into the Agreement on behalf of a legal entity, you must represent that you have the legal authority to represent such legal entity.

  3. You must also represent that you (a) are not subject to economic or trade sanctions administered or imposed by any governmental authority, are not on any list of prohibited or restricted parties (including, without limitation, the list maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury), or (b) are not a citizen, resident, or organized in a territory subject to nationwide, regional, or regional comprehensive economic sanctions by the United States. Finally, you represent that your access and use of our Products will comply with all applicable laws and regulations and that you will not access or use them to conduct, promote or otherwise facilitate any illegal activity.

  4. This document contains important information about how to resolve disputes, including a binding arbitration provision and a waiver of suit. Our products and services are available to you only if you agree to all terms.

C. OUR PRODUCTS AND SERVICES

  1. The Interface

  • A. The interface provides for (a) a decentralized protocol ("Omelette protocol" or "Protocol") that allows users to exchange compatible digital assets on various public blockchains, including but not limited to Omchain.

  • B. The Interface is only one of the tools used to access the Protocol. There will be different versions of the Protocol. Each of these consists of open-source or at-source self-executing smart contracts that are embedded in various public blockchains, such as Omchain. Omelette does not control or operate any version of the protocol on any blockchain network. When using the interface, you agree that you are not buying or selling digital assets from us and that we do not operate any liquidity pool on the protocol or control the execution of trades on the protocol. When traders pay fees for transactions, these fees accrue to the liquidity providers for the protocol. As a general matter, Omelette is not a liquidity provider in the protocol liquidity pools.

  • C. The protocol has been deployed on many blockchain networks, including Omchain and parties other than Omelette. Deployments on other networks often make use of cross-chain bridges that allow assets native to one blockchain to be transferred to another blockchain. Please note that digital assets "bridged" or "wrapped" to run on other blockchain networks (including blockchains compatible with the Omchain Virtual Machine, which is designed to enable the Omchain blockchain to efficiently process more transactions, or other blockchains often referred to as "Layer 1" solutions) differ from the original Omchain mainnet asset.

  1. Other Products

We may from time to time in the future offer additional products, and such additional products shall be considered a Product as used herein, regardless of whether such product is specifically defined in this Agreement.

  1. Third Party Services and Content

When using Omelette products, you may also be using third party products, services or content. In this case, you agree to be subject to, and agree to comply with and be responsible for, the policies, terms of use and fees of third parties.

  1. Modifications of Products and Services

Omelette has the right and authority to change, substitute, eliminate, add, remove, filter, disable, delete, remove the products and services it makes available and/or the content or information contained in the products and services, with or without notice in technical and other aspects.

D. MODIFICATIONS IN TERMS OF USE

a. If you do not agree to any changes to this document, you must immediately stop accessing and using all products and services.

b. All changes will be effective as soon as they are published. Your continued access or use of the products and services will serve as confirmation of your acceptance of these changes.

c. Omelette may change the terms of use of the products and services it offers at any time and in any way it wishes.

d. Changes to the terms of use will be updated and published on the website https://omeletteswap.gitbook.io or https://www.omeletteswap.finance/

E. INTELLECTUAL PROPERTY RIGHTS

  1. IP Rights Generally

A. Omelette owns all intellectual property and other rights in each of the products and services and their content, including but not limited to software, text, images, trademarks, service marks, copyrights, patents, designs and "look and feel". This intellectual property exists under our copyright licenses and Trademark Guidelines. Subject to the terms hereof, Omelette grants you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use the products and services solely for your use.

B. You agree that you will not use, modify, distribute, distribute, tamper with, disassemble, disassemble or decompile the products and services for any purpose other than as expressly permitted hereunder. Except as contained in this document, we do not grant you any rights, including any intellectual property rights.

C. You grant us a worldwide, non-exclusive, sub-licensable, 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 anything else, that you post through our products and services for our current and future business purposes, including providing, promoting and developing services using any of the products and services. You grant us a non-exclusive, transferable, worldwide, perpetual, irrevocable, fully paid-up, royalty-free license, with the right to sublicense under all intellectual property rights you own or control, to use, copy, modify, create derivative works based on suggestion or feedback for any purpose.

D. You represent and warrant that you have or have obtained all necessary rights, licenses, consents, approvals, permissions, consents, authorization and/or authority to grant the rights set forth herein with respect to any material you list, post, promote or display on our products and services. Unless you do not have the necessary permission or are otherwise legally authorized to post the material and grant us the license described above, you represent and warrant that such content does not contain material subject to copyright, trademark, publicity rights or other intellectual property rights and that the content does not violate any law.

  1. OMELETTE Trademark Guidelines

Omelette distributes the open source Omelette protocol and other software. While our code may be downloaded, reviewed and developed in part under open source and source-appropriate software licenses, none of our licenses include a license to use our trademarks. When using Omelette's trademarks, you must comply with these Trademark Guidelines.

A. This policy covers, among others, all our trademarks and service marks, whether registered or not:

a. Trademarks and service marks: OMELETTE and OmeletteSwap™ ("Omelette word marks").

b. Omelette logos

If you wish to report misuse of our trademark, please contact us.

B. The Permitted Uses

Without special permission from Omelette, you can do the following:

  • You may use Omelette wordmarks in text to accurately refer to and/or link to unmodified Omelette smart contracts, protocols, interfaces, programs, products, services and technologies ("Omelette software").

  • You may use Omelette brand marks to accurately identify modified versions of Omelette software that you create or make available. For example, you may use a statement such as "This software is derived from Omelette software developed by Omelette." or "This service uses software derived from Omelette software."

  • In software or aggregators that integrate with Omelette software, you may use our logos to refer to and, where possible, link to the relevant Omelette software on the Omchain blockchain.

  • The terms of the open source licenses for the Omelette software must be followed.

C. How to Use the Authorized Omelette Mark ?

  • A trademark attribution notice must be inserted in the first or most prominent place on a web page, document or paper where the mark appears, for example: "[The Omelette trademark] is a trademark of Omelette."

  • You may not modify Omelette logos except to scale.

  • You must always use wordmarks in their full and correct spelling, not shorten, hyphenate, or combine them with another word or words.

D. The Non-Permitted Uses

  • Our trademarks may not be used for fraudulent or dishonest purposes.

  • Do not use Omelette trademarks in the name of your smart contract, interface, business, product, service, application, domain name, publications.

  • Do not make our brand more prominent than necessary. Do not display Omelette trademarks more prominently than your product, service or company name.

  • Do not create or use similar names in a way that creates confusion, imitation, resemblance or confusing similarity.

  • Do not imply that we sponsor your products or activities.

  • Do not use trademarks in a manner that falsely implies affiliation with, sponsorship or endorsement of your products or services by Omelette. Also, unless you have prior permission from Omelette, do not use our trademark or confusingly similar trademarks on social media accounts in a way that suggests an affiliation with our brand.

  • Do not use our marks on your promotional products. Do not use our marks on merchandise for sale (e.g., selling t-shirts, mugs, etc.) unless you have permission from Omelette.

  • Do not modify, shorten or combine our marks with other symbols, words or images or incorporate them into a slogan or tagline.

E. Third Party Trademarks

Omelette manages an interface (among many interfaces) for access to the Omelette protocol, which it cannot control. Without Omelette's intervention, a third-party developer can use the Omchain protocol to create a Token that may affect the trademarks or other rights of others and attach that Token to the Omelette protocol. Omelette cannot prevent or block any action related to its protocol, but if misuse of the Omelette brand is detected, it will work with trademark owners to review claims and remove content from its interface.

3. DMCA Complaints

A.We have no control over any content, information or other materials on Third Party Marketplaces. If you believe that your copyrighted work has been displayed on a Third Party Marketplace, copied in a way that constitutes copyright infringement, or otherwise infringes your intellectual property rights, you must report the alleged infringement to such Third Party Marketplace in accordance with defined reporting procedures.

B. OMELETTE will, however, process and investigate notices of alleged infringement and take appropriate action with respect to actual infringement in accordance with the Digital Millennium Copyright Act ("DMCA") and other applicable intellectual property laws. You may contact our Copyright Agent by mail.

C. Your notification by post must include the following:

  • Identification of the copyrighted work(s), trademark, publicity rights, or other intellectual property rights that you claim is being infringed;

  • Identification of the allegedly infringing material that is requested to be removed, including a description of the specific location (i.e., urls) on the Interface of the material claimed to be infringing, so that we may locate the material;

  • Your contact information -- including your full legal name and email address;

  • A declaration that contains all of the following:

    • A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the intellectual property rights owner, its agent, or the law;

    • A statement that the information in the notice is accurate;

    • A statement under penalty of perjury that you are authorized to act on behalf of the intellectual property owner of the intellectual property that is allegedly being infringed.

    • Your physical or electronic signature.

D. If you believe that your content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to upload and use the removed content, you may submit a written counter-notice to us or our Copyright Agent.

  1. Third-Party Resources and Promotions

Our Products 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 Products. 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.

  1. 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.

F. YOUR RESPONSIBILITIES

  1. Prohibited Activity

You agree not to engage in, or attempt to engage in, any of the following categories of prohibited activity in relation to your access and use of the Interface:

a. Intellectual Property Infringement: Activity that infringes on or violates any copyright, trademark, service mark, patent, right of publicity, right of privacy, or other proprietary or intellectual property rights under the law.

b. Cyberattack: Activity that seeks to interfere with or compromise the integrity, security, or proper functioning of any computer, server, network, personal device, or other information technology system, including, but not limited to, the deployment of viruses and denial of service attacks.

c. Fraud and Misrepresentation: Activity that seeks to defraud us or any other person or entity, including, but not limited to, providing any false, inaccurate, or misleading information in order to unlawfully obtain the property of another.

d. Market Manipulation: Activity that violates any applicable law, rule, or regulation concerning the integrity of trading markets, including, but not limited to, the manipulative tactics commonly known as "rug pulls", pumping and dumping, and wash trading.

e. Securities and Derivatives Violations: Activity that violates any applicable law, rule, or regulation concerning the trading of securities or derivatives, including, but not limited to, the unregistered offering of securities and the offering of leveraged and margined commodity products to retail customers in the United States.

f. Sale of Stolen Property: Buying, selling, or transferring of stolen items, fraudulently obtained items, items taken without authorization, and/or any other illegally obtained items.

g. Data Mining or Scraping: Activity that involves data mining, robots, scraping, or similar data gathering or extraction methods of content or information from any of our Products.

h. Objectionable Content: Activity that involves soliciting information from anyone under the age of 18 or that is otherwise harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another's privacy, hateful, discriminatory, or otherwise objectionable.

i. Any Other Unlawful Conduct: Activity that violates any applicable law, rule, or regulation of the United States or another relevant jurisdiction, including, but not limited to, the restrictions and regulatory requirements imposed by U.S. law

  1. Trading

You agree and understand that: (a) all trades you submit through any of our Products 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 trades, including those you place via our Auto Routing API; and (c) we do not conduct a suitability review of any trades you submit.

  1. Non-Supervisory and Non-Fiduciary Duties

a. 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.

  1. Compliance and Tax Obligations

a. One or more of our Products may not be available or appropriate for use in your jurisdiction. By accessing or using any of our Products, you agree that you are solely and entirely responsible for compliance with all laws and regulations that may apply to you.

b. Specifically, your use of our Products or the Protocol may result in various tax consequences, such as income or capital gains tax, value-added tax, goods and services tax, or sales tax in certain jurisdictions.

c. It is your responsibility to determine whether taxes apply to any transactions you initiate or receive and, if so, to report and/or remit the correct tax to the appropriate tax authority.

  1. Gas Fees

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 OMELETTE, you will be solely responsible to pay the Gas Fees for any transaction that you initiate via any of our Products.

  1. Release of Claims

You expressly agree that you assume all risks in connection with your access and use of any of our Products. You further expressly waive and release us from any and all liability, claims, causes of action, or damages arising from or in any way relating to your use of any of our Products. If you are a California resident, you waive the benefits and protections of California Civil Code § 1542, which provides: "[a] general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."

F. DISCLAIMERS

  1. ASSUMPTION OF RISK -- GENERALLY

a. By accessing or using our products and services, you represent that you have sufficient financial, legal, technical, market and other knowledge to understand the inherent risks associated with the use of cryptographic and blockchain-based systems, and that you have a sufficient level of knowledge regarding the use, storage, protection of digital assets.

b. In particular, you understand that the markets for these dıgıtal assets are nascent and highly volatile due to risk factors including, but not limited to, adoption, speculation, technology, security, and regulation. You understand that anyone can create a token, including fake versions of existing tokens and tokens that falsely claim to represent projects, and acknowledge and accept the risk that you may mistakenly trade those or other tokens. So-called stablecoins may not be as stable as they purport to be, may not be fully or adequately collateralized, and may be subject to panics and runs.

c. Further, you understand that smart contract transactions automatically execute and settle, and that blockchain-based transactions are irreversible when confirmed. You acknowledge and accept that the cost and speed of transacting wıth cryptographic and blockchain-based systems such as Omchain are variable and may ıncrease dramatically at any tıme. You further acknowledge and accept the risk of selecting to trade in expert modes, which can expose you to potentially significant price slippage and higher costs.

d. If you act as a liquidity provider to the protocol through the interface, you understand that your digital assets may lose some or all of their value while they are supplied to the protocol through the interface due to the fluctuation of prices of tokens in a trading pair or liquidıty pool.

e. Finally, you understand that we do not create, own, or operate cross-chain bridges and we do not make any representation or warranty about the safety or soundness of any cross-chain bridge, including its use for OMELETTE governance.

f. In summary, you acknowledge that we are not responsible for any of these variables or risks, do not own or control the protocol, and cannot be held liable for any resultıng losses that you experience whıle accessing or using any of our products. Accordingly, you understand and agree to assume full responsibility for all of the risks of accessing and using the interface to interact wıth the protocol.

  1. NO WARRANTIES

a. Each of our products and services is provided "as available". To the extent permitted by law, we disclaim all representations and warranties of any kind, express, implied or statutory, including, but not limited to, the warranties of merchantability and fitness for a particular purpose. You acknowledge and agree that your use of any of our products is at your own risk. We do not represent or warrant that access to any of our products will be continuous, uninterrupted, timely or secure; that the information contained in our products will be accurate, reliable, complete or current; or that our products will be free of errors, defects, viruses or other harmful elements. No advice, information or representation we make should be regarded as creating a warranty in relation to our products. We do not endorse, warrant or assume responsibility for any advertising, offers or representations made by third parties in relation to our products.

b. At the same time, the protocol is provided "as is", at your own risk and without warranty. Although we contributed to the initial code of the protocol, the protocol, which is run autonomously by smart contracts deployed on various blockchains, is not provided or controlled by Omelette. Upgrades and changes to the protocol are generally managed by holders of the omelette management token. Omelette will not be liable for any claims or damages related to your use of, inability to use, or interaction with other users of the protocol, including developer, special, punitive or consequential damages or loss of profits, cryptocurrency, tokens or anything of value that contributed to the creation of the protocol.

c. Any payments or financial transactions you make will be processed through automated smart contracts. We have no control over these payments or transactions once they have taken place, nor do we have the ability to reverse the payment or transaction.

  1. OMELETTE DOES NOT GIVE INVESTMENT ADVICE

a. We may provide information about tokens in our products received from third-party data partners through features such as token explorer or token lists (including the omelette default token list and the omelette expanded list hosted at tokenlısts.org). We can also provide warning labels for certain tokens. The provision of informational materials does not constitute an offer to buy or sell these tokens; we do not attempt to induce you to make any purchase as a result of the information provided. All information provided by our products and services is for informational purposes only and should not be construed as investment advice or a recommendation that a particular token is a safe or sound investment.

b. You should not act or refrain from acting in reliance on the information contained in our products and services. By providing token information for your convenience, we are not providing investment advice or an opinion on the merits of any transaction or opportunity. You are solely responsible for determining whether an investment, investment strategy or related transaction is appropriate for you based on your personal investment objectives, financial circumstances and risk tolerance.

G. INDEMNIFICATION

By entering into these terms of use, you agree to indemnify, hold harmless and release Omelette, our directors, employees, contractors, agents, affiliates and subsidiaries from and against all claims, damages, liabilities, losses, costs and expenses arising out of.

  • Your access to and use of our products and services;

  • Your violation of the terms or conditions of this Agreement, the right of a third party, or any applicable law, rule or regulation;

  • Access and use by other parties of our Products and services through you or using a device or account owned or controlled by you

  • Any dispute between you or other users of the products and services or your own customers or users.

H. LIMITATION OF LIABILITY

a. Under no circumstances shall Omelette or any of our directors, employees, contractors, agents, representatives, affiliates indirectly, including, but not limited to, damages for loss of profits, goodwill, use, data or other intangible property damage arising out of or related to access to or use of, or inability to access or use, the Products, we will not be liable to you for punitive, incidental, special, consequential or exemplary damages or be liable for any damages whatsoever,

b. Even if an authorized representative of Omelette knows or should know of the possibility of such damages, you agree that the damages will not include any loss or injury in contract, tort, or otherwise arising out of or in connection with the authorized or unauthorized use of a product, Omelette shall not be liable for any loss resulting from hacking, tampering or other unauthorized access or use of the product or service or the information contained therein, whether caused by negligence, strict liability or otherwise. Omelette cannot accept any liability or responsibility: (a) errors and inaccuracies in the content; (b) personal injury or property damage resulting from access to or use of the interface; (c) unauthorized access to or use of a secure server or database under our control, or use of information or data stored therein; (d) interruption or failure of function related to any product; (e) bugs, viruses, trojan horses or the like that may be transmitted to or through the interface; (f) errors or omissions in the content available through the product or loss or damage resulting from the use of such content; and (g) defamatory, offensive or illegal conduct by a third party.

c. We have no liability to you or any third party for any claims or damages that may arise as a result of payments or transactions you make through our products and services. Except as expressly set forth herein, we do not provide reimbursement for our products or any purchases you may make through them.

d. We make no warranties or representations, express or implied, about third party services, the third parties they own and operate, the information contained in them, the assets available through them, or the suitability, privacy or security of their products and services. You accept and assume responsibility for all risks arising from your use of third party services, websites, applications or resources. Under no circumstances will we be liable for any damages arising out of or in connection with software, products, services and/or information offered or provided by third parties and accessed through my products.

e. Some jurisdictions do not allow limitation of liability for personal injury or accidental damages, so this limitation may not apply to you. in no event will our total liability to you for all damages (except as required by applicable law in cases involving personal injury) exceed one hundred United States dollars (USD 100.00) or the local currency equivalent in the applicable jurisdiction.

f. The foregoing disclaimer of liability will apply to the extent not prohibited by law.

İ.GOVERNING LAW, DISPUTE RESOLUTION AND CLASS ACTION WAIVERS

  1. Applicable Law

You agree that the laws of the State of New York, without regard to its conflict of laws principles, will govern this Agreement and any Dispute that may arise between the parties. Further, our Products are deemed to be based exclusively in the State of New York. 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 the State of New York. The parties agree that this Agreement evidences interstate commerce. Any arbitration conducted pursuant to this Agreement shall be governed by the Federal Arbitration Act.

  1. Dispute Resolution

a. Omelette will use our best efforts to resolve any potential disputes through informal, good faith negotiations. If a potential dispute arises, you should contact us by sending an email to omelette@omeletteswap.com so that we can try to resolve it without resorting to formal dispute resolution. If we are unable to reach an informal resolution within sixty days of your email, we agree to resolve the potential dispute according to the process set out below.

b. Any claim or dispute arising out of our Products, this Agreement, or any other acts or omissions for which you may claim we are responsible, including but not limited to a claim or dispute regarding arbitrability ("Dispute"), will be resolved by arbitration pursuant to the JAMS Optional Expedited Arbitration Procedures. The arbitration will be conducted confidentially before a single arbitrator to be selected in accordance with JAMS rules. The arbitration will take place in New York City unless another venue is agreed to by the parties. Unless we agree otherwise, the arbitrator may not consolidate your claims with any other party's claims.

c. If for any reason, at law or in equity, the case must be tried in court instead of in arbitration, you agree that you waive the right to a jury trial and that the case may be brought only in a Federal District Court located in New York County, New York or a New York state court.

  1. Class Action and Jury Trial Waiver

You must bring any Dispute against Omelette individually. This provision applies to class arbitration. The parties also agree to waive the right to demand a trial by jury.

J. MISCELLANEOUS

  1. Contract

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.

  1. Assignment

You may not assign or transfer this agreement, by operation of law or otherwise, without our prior written consent. Otherwise, any attempt on your part will be null and void. Omelette may freely assign or transfer the Agreement. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their successors and permitted assigns.

  1. Not Registered with the SEC or Any Other Agency

We are not registered with the U.S. Securities and Exchange Commission as a national securities exchange or in any other capacity. You understand and acknowledge that we do not broker trading orders on your behalf. We also do not facilitate the execution or settlement of your trades, which occur entirely on public distributed blockchains like Omchain. As a result, we do not (and cannot) guarantee market best pricing or best execution through our Products or when using our Auto Routing feature, which routes trades across liquidity pools on the Protocol only. Any references in a Product to "best price" does not constitute a representation or warranty about pricing available through such Product, on the Protocol, or elsewhere.

  1. Notice

We may use commercially reasonable means, including using public communication channels, to provide any notice under this Agreement. Any notice we provide using public communication channels will be effective upon publication.

  1. Severability

If any provision of this Agreement is found to be invalid or unenforceable under any rule, law or regulation of any local, state or federal governmental agency, such provision shall be modified and construed to effectuate the purposes of the provision to the fullest extent possible under applicable law. This shall not affect the validity or enforceability of any other provision of the Agreement.

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