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Tokemak Terms of Use
Last updated: August 22, 2022

Welcome to https://www.tokemak.xyz, a website-hosted user interface (the “Interface”) provided by the Tokemak Foundation (“Tokemak”). The Interface provides access to the Tokemak protocol, a decentralized protocol on the Ethereum blockchain, as well as potentially other blockchains, that allows users to stake, provide liquidity and control where liquidity is directed and deposited for certain digital assets (the “Protocol”).

This Terms of Service Agreement (the “Terms”) explains the terms and conditions by which a user (the “User”) may access and use the Interface and the Protocol. The User must read the Terms of Use carefully before using the Interface. By accessing or using the Interface and the Protocol, the User signifies that the User has read, understand, and agree to be bound by the Terms in their entirety. If the User does not agree, the User is not authorized to access or use the Interface.

NOTICE: Please read the Terms carefully as it governs the User's use of the Interface. The Terms contain important information, including a binding arbitration provision and a class action waiver, both of which impact the User's rights as to how disputes are resolved. The Interface is only available to the User — and the User should only access the Interface — if the User agrees completely with these terms.

1. Modification of the Terms

Tokemak reserves the right, in its sole discretion, to modify the Terms from time to time. If it makes any modifications, it will notify the User by updating the date at the top of the Terms and by maintaining a current version of the Terms at https://app.tokemak.xyz/terms. All modifications will be effective when they are posted, and the User's continued use of the Interface will serve as confirmation of the User's acceptance of those modifications. The User is advised to check the Terms periodically to familiarize itself with any changes to the Terms. If the User does not want to agree to these Terms or any modifications thereto, the User must not access the Interface.

2. Eligibility

By accessing or using the Interface, the User is forming a legally binding contract with Tokemak. Accordingly, the User represents that it is at least eighteen years old and has the full right, power, and authority to enter into and comply with the terms and conditions of the Terms on behalf of itself and any company or legal entity for which the User may access or use the Interface. The User further represents that the User is not a citizen, resident, or member of any jurisdiction or group that is subject to economic sanctions by the United States, including but not limited to Côte d’Ivoire, Cuba, Belarus, Iran, Iraq, Liberia, North Korea, Sudan, and Syria, or where the User's use of the Interface would be illegal or otherwise violate any applicable law. The User further represents that its access and use of the Interface will fully comply with all applicable laws and regulations, and that the User will not access or use the Interface to conduct, promote, or otherwise facilitate any illegal activity.

Tokemak reserves the right to limit the availability of the site to any person, geographic area or jurisdiction and/or to terminate the User's access to and use of the site, at any time. Tokemak may suspend or disable the User's access to the Interface if Tokemak considers it reasonable to do so, e.g., the User's breach the Terms.

3. Proprietary Rights

The Protocol is comprised entirely of open-source software running on the public Ethereum blockchain and is not Tokemak's proprietary property. Except any open-source software or other material incorporated the Interface, the Interface and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Tokemak, or other providers of such material and is protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. Unless expressly authorized by Tokemak, the User may not copy, modify, adapt, rent, license, sell, publish, distribute, or otherwise permit any third party to access or use the Interface or any of its contents. Provided that the User is eligible, the User is hereby granted a single, personal, limited license to access and use the Interface. This license is non-exclusive, non-transferable, and freely revocable by Tokemak at any time without notice or cause. Use of the Interface or its contents for any purpose not expressly permitted by the Terms is strictly prohibited.

4. Privacy

When the User uses the Interface, the only information Tokemak collects from the User is the blockchain wallet address, completed transaction hashes, and the token names, symbols, or other blockchain identifiers. Tokemak does not collect any personal information from the User. Tokemak does, however, use third-party service providers, like Plausible. By accessing and using the Interface, the User understands and consents to Tokemak’s data practices and the service providers' treatment of the User's information.

5. Prohibited Activity

The User agrees not to engage in, or attempt to engage in, any of the following categories of prohibited activity in relation to the User's access and use of the Interface:
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.
Collecting User Data. Activity that seeks to collect, harvest, or assemble any data or information regarding any other user without their consent. This includes, without limitation, their emails, usernames, or passwords.
Fraud and Misrepresentation. Activity that seeks to defraud Tokemak, the Interface, the Protocol 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.
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 spoofing and wash trading.
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.
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.


6. No Professional Advice

All information provided by the Interface is for informational purposes only and should not be construed as professional advice. The User should not take, or refrain from taking, any action based on any information contained in the Interface. Before the User makes any financial, legal, or other decisions involving the Interface, the User should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate.

7. No Fiduciary Duties

The Terms are not intended to, and does not, create or impose any fiduciary duties on Tokemak. The User agrees that the only duties and obligations that Tokemak owes the User, and the only rights the User has related to the Terms or the User's use of the Interface, are those set out expressly in the Terms or that cannot be waived by law. To the fullest extent permitted by law, the User acknowledges and agrees that Tokemak owes no fiduciary duties or liabilities to the User 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.

8. Third-Party Resources

The Interface may contain references or links to third-party resources, including (but not limited to) information, materials, products, or services, that Tokemak does not own or control. Tokemak does not endorse or assume any responsibility for any such resources. If the User accesses any such resources, the User does so at its own risk, and the User understands that the Terms do not apply to the User's dealings or relationships with any third parties, and Tokemak shall not have any liability arising from the User's use of any such third-party resources.

9. No Warranties

The Interface is provided on an “AS IS” and “AS AVAILABLE” basis. To the fullest extent permitted by law, Tokemak disclaims any representations and warranties of any kind, whether express, implied, or statutory, including (but not limited to) the warranties of merchantability and fitness for a particular purpose. The User acknowledges and agrees that its use of the Interface is at the User's own risk. Tokemak does not represent or warrant that access to the Interface will be continuous, uninterrupted, timely, or secure; that the information contained in the Interface will be accurate, reliable, complete, or current; or that the Interface will be free from errors, defects, viruses, or other harmful elements. The User acknowledges that the Interface and the Protocol are subject to flaws and that the User solely responsible for evaluating any code provided by the Interface or the Protocol. This warning and others Tokemak provides in these Terms in no way evidence or represent an on-going duty to alert the User to all of the potential risks of utilizing the Interface or accessing the Interface. No advice, information, or statement that Tokemak makes should be treated as creating any warranty concerning the Interface. Tokemak does not endorse, guarantee, or assume responsibility for any advertisements, offers, or statements made by third parties concerning the Interface.

10. Assumption of Risk

By accessing and using the Interface, the User represents that the User is financially and technically sophisticated enough to understand the inherent risks associated with using cryptographic and blockchain-based systems, and that the User has a working knowledge of the usage and intricacies of digital assets such as bitcoin (BTC), ether (ETH), and other digital tokens such as those following the Ethereum Token Standard (ERC-20). In particular, the User understands that blockchain-based transactions are irreversible.

The User further understand that the markets for these digital assets are highly volatile due to factors including (but not limited to) adoption, speculation, technology, security, and regulation. The User acknowledges and accept that the cost and speed of transacting with cryptographic and blockchain-based systems such as Ethereum are variable and may increase dramatically at any time. The User further acknowledge and accept the risk that the User's digital assets may lose some or all of their value while they are supplied to the Protocol through the Interface, the User may suffer loss due to the fluctuation of prices of tokens in a trading pair or liquidity pool, and, especially in expert modes, experience significant and cost. In addition, the User's supplied digital assets may be subject to redemption, forfeit or liquidation, in which case the User may lose some or all of the User's supplied digital assets. The User further acknowledge that Tokemak is not responsible for any of these variables or risks and cannot be held liable for any resulting losses that the User experiences while accessing or using the Interface. Accordingly, the User understands and agrees to assume full responsibility for all of the risks of accessing and using the Interface to interact with the Protocol.

In addition, using the Protocol may require that the User pay a fee, such as gas charges on the Ethereum network to perform a transaction. The User acknowledge and agree that Tokemak has no control over any transactions that the User takes, the method of payment of any transactions, or any actual payments of transactions. The User must ensure that the User has a sufficient balance to complete any transaction on the Protocol before initiating such transaction. Consequently, the User expected to be familiar with the Protocol and the risks it represents (including without limitation the possibility of the User's digital assets being forfeited according to the Protocol's rules or lost for any other reason) before accessing it (whether or not via the Interface).

THE USER ACKNOWLEDGES AND AGREE THAT THE USER'S USE OR INTERACTION WITH THE PROTOCOL IS AT THE USER'S OWN RISK AND TOKEMAK WAIVES ALL LIABILITY OR RESPONSIBILITY AND MAKES NO WARRANTIES RELATED TO THE PROTOCOL, WHETHER OR NOT THE PROTOCOL IS ACCESSED VIA THE INTERFACE.

11. Compliance Obligations

The Interface may not be available or appropriate for use in certain jurisdictions due to applicable laws. By accessing or using the Interface, the User agrees that the User is solely and entirely responsible for compliance with all laws and regulations that may apply to the User. The User may not use the Interface if the User is a citizen, resident, or member of any jurisdiction or group that is subject to economic sanctions by the United States, or if the User's use of the Interface would be illegal or otherwise violate any applicable law. The Interface and all of its contents are solely directed to individuals, companies, and other entities located within the United States.

12. Release of Claims

The User expressly agrees that the User assumes all risks in connection with the User's access and use of the Interface and the User's interaction with the Protocol. The User further expressly waive and release Tokemak from any and all liability, claims, causes of action, or damages arising from or in any way relating to the User's use of the Interface and the User's interaction with the Protocol. If the User is a California resident, the User waives 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.”

13. Indemnity

The User agrees to hold harmless, release, defend, and indemnify Tokemak and its officers, directors, employees, contractors, agents, affiliates, and subsidiaries from and against all claims, damages, obligations, losses, liabilities, costs, and expenses arising from: (a) the User's access and use of the Interface; (b) the User's violation of any term or condition of the Terms, the right of any third party, or any other applicable law, rule, or regulation; and (c) any other party's access and use of the Interface with the User's assistance or using any device or account that the User owns or controls.

14. Limitation of Liability

Under no circumstances shall Tokemak or any of its officers, directors, employees, contractors, agents, affiliates, or subsidiaries be liable to the User for any indirect, punitive, incidental, special, consequential, or exemplary damages, including (but not limited to) damages for loss of profits, goodwill, use, data, or other intangible property, arising out of or relating to any access or use of the Interface, nor will Tokemak be responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access or use of the Interface or the information contained within it. Tokemak assumes no liability or responsibility for any: (a) errors, mistakes, or inaccuracies of content; (b) personal injury or property damage, of any nature whatsoever, resulting from any access or use of the Interface; (c) unauthorized access or use of any secure server or database in Tokemak’s control, or the use of any information or data stored therein; (d) interruption or cessation of function related to the Interface; (e) hacks, exploits, bugs, viruses, trojan horses, or the like that may be transmitted to or through the Interface; (f) errors or omissions in, or loss or damage incurred as a result of the use of, any content made available through the Interface; and (g) the defamatory, offensive, or illegal conduct of any third party. Under no circumstances shall Tokemak or any of its officers, directors, employees, contractors, agents, affiliates, or subsidiaries be liable to the User for any claims, proceedings, liabilities, obligations, damages, losses, or costs in an amount exceeding the amount the User paid to Tokemak in exchange for access to and use of the Interface, or $100.00, whichever is greater. This limitation of liability applies regardless of whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, and even if Tokemak has been advised of the possibility of such liability. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of certain liabilities and damages. Accordingly, some of the disclaimers and limitations set forth in the Terms may not apply to the User. This limitation of liability shall apply to the fullest extent permitted by law.

15. Dispute Resolution

Tokemak will use its best efforts to resolve any potential disputes through informal, good faith negotiations. If a potential dispute arises, the User must contact Tokemak by sending an email to legal@tokemak.xyz so that Tokemak can attempt to resolve it without resorting to formal dispute resolution. If we aren't able to reach an informal resolution within sixty days of the User's email, then the User and Tokemak both agree to resolve the potential dispute according to the process set forth below.

Any claim or controversy arising out of or relating to the Interface, the Terms, or any other acts or omissions for which the User may contend that Tokemak is are liable, including (but not limited to) any claim or controversy as to arbitrability (“Dispute”), shall be finally and exclusively settled by arbitration under the JAMS Optional Expedited Arbitration Procedures. The User understands that the User is 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 JAMS rules. The arbitration will be held in Delaware, unless the User and Tokemak both agree to hold it elsewhere. Unless Tokemak agrees otherwise, the arbitrator may not consolidate the User's 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.

16. Class Action and Jury Trial Waiver

The User must bring any and all Disputes against Tokemak in the User's 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. The User and Tokemak both agree to waive the right to demand a trial by jury.

17. Governing Law

The User agrees that the laws of the State of Delaware, without regard to principles of conflict of laws, govern the Terms and any Dispute between the User and Tokemak. The User further agree that the Interface shall be deemed to be based solely in the State of Delaware, and that although the Interface 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 Delaware. Any arbitration conducted pursuant to the Terms shall be governed by the Federal Arbitration Act. The User agree that Delaware is the proper forum for any appeals of an arbitration award or for court proceedings in the event that the Terms' binding arbitration clause is found to be unenforceable.

18. General

Tokemak may perform any of its obligations, and exercise any of the rights granted to it under the Terms, through a third-party. Tokemak may assign any or all its rights and obligations under the Terms to any third-party. If any clause or part of any clause of the Terms is found to be void, unenforceable or invalid, then it will be severed from the Terms, leaving the remainder in full force and effect, provided that the severance has not altered the basic nature of the Terms. No single or partial exercise, or failure or delay in exercising any right, power or remedy by Tokemak shall constitute a waiver by Tokemak of, or impair or preclude any further exercise of, that or any right, power or remedy arising under the Terms or otherwise.

The Terms constitute the entire agreement between the User and Tokemak with respect to the subject matter hereof. The Terms 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.

All disclaimers, indemnities and exclusions in the Terms shall survive termination of the Terms and shall continue to apply during any suspension or any period during which the Interface is not available for the User to use for any reason whatsoever.