Terms of Service
This Terms of Service Agreement (the "Agreement") explains the terms and conditions that govern your access to and use of the App.
Welcome to Azomi (the "App"), a website application by Azomi (together with all affiliates, "Azomi," "we," "us"). The App allows users to swap certain digital tokens using a variety of different smart contract protocols on the MELD Blockchain.
Please read the Agreement carefully. By accessing the App, you accept and agree to be bound by and to comply with the Agreement, including the mandatory arbitration provision in Section 15. If you do not agree to the terms of the Agreement, you must not access or use the App.
1. ELIGIBILITY
To be eligible to access and use the App, you must be at least 18 years old (or the age of majority where you reside, whichever is older), and must not be barred from using the App under applicable law. In addition, you must be able to form a legally binding contract online either on behalf of a company or as an individual.
If you are agreeing to the Agreement on behalf of a company or other legal entity, you represent that you have the legal authority to bind the company or other legal entity to the terms of the Agreement, can form a legally binding contract online, and have the full right, power and authority to enter into and to comply with the obligations under the Agreement.
Additionally, by accessing the App, you represent and warrant that you are not subject to sanctions by the United States, and are not a citizen or resident of a state, country, territory or other jurisdiction that is embargoed by the United States or where your use of the App would be illegal or otherwise violate any domestic or foreign law, rule, statute, or regulation (“Applicable Law”).
We may suspend, restrict or terminate your access to any or all of the features on the App, and/or block or bar any transactions of yours if: a) We are so required by a subpoena, court order, or binding order of a government authority, or under any applicable laws and regulations; b) You breach this Agreement including without limitation to conducting any prohibited activities under this Agreement; c) We determine to do so for any legal or regulatory reasons at our sole discretion.
2. MODIFICATIONS TO THESE TERMS
We reserve the right, in our sole discretion, to modify the Agreement at any time. If we make changes, we will provide you with notice of such changes by sending an email, providing a notice through the App or updating the date at the top of this Agreement. Unless we say otherwise in our notice, any modifications are effective immediately, and your continued use of the App will confirm your acceptance of the changes. If you do not agree to the amended Agreement, you must stop using the App.
3. PROPRIETARY RIGHTS
We do not claim any ownership rights in any content that users (including you) provide to be made available through the App (“User Content”). You agree that you own or have all rights, title, and interest, including all intellectual property rights, in any User Content you provide to us. You hereby grant us a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, copy, distribute, create derivative works of, display, and perform any User Content that you upload, submit, store, or send on or through the App.
Subject to the foregoing, Azomi owns or is duly authorized to use all intellectual property and other rights in the App and its contents, including all text, images and trademarks displayed or provided on the App, and all App software. Unless expressly authorized by us, you may not copy, modify, adapt, rent, license, sell, publish, distribute, or otherwise permit any third party to access or use the App or any of its contents. Provided that you are eligible, and in consideration for your compliance with the terms of this Agreement, you are hereby granted a single, personal, limited license to access and use the App. This license is non-exclusive, non-transferable, and freely revocable by us at any time without notice or cause. Use of the App or its contents for any purpose not expressly permitted by this Agreement is strictly prohibited.
Unlike the App software, the underlying smart contract protocols operating on the MELD Blockchain that facilitate trades through the App are open source software.
4. DISCLOSURES; DISCLAIMERS
4.1 WARRANTY DISCLAIMER
To the maximum extent permitted under Applicable Law, the App (and any of its content or functionality) is provided on an “AS IS” and “AS AVAILABLE” basis, and we expressly disclaim, and you hereby waive, any representations, conditions or warranties of any kind, whether express or implied, legal, statutory or otherwise, or arising from statute, otherwise in law, course of dealing, or usage of trade, including, without limitation, the implied or legal warranties and conditions of merchantability, merchantable quality, quality or fitness for a particular purpose, title, security, availability, reliability, accuracy, quiet enjoyment and non-infringement of third party rights. Without limiting the foregoing, we do not represent or warrant that the App (including any related data) will be uninterrupted, available at any particular time or error-free. Further, we do not warrant that errors in the App are correctable or will be corrected.
4.2 DISCLAIMER ABOUT INFORMATION ACCURACY
You are aware that we rely on third-party sources for information about certain digital tokens listed on the App and we have the right to choose, change and remove any third-party information source at our discretion. Digital token information, including token price, is currently derived from third-party sources such as coingecko.com. We are not responsible for the quality, accuracy, timeliness, completeness or reliability of any of the digital token information on the App. You are obligated to collect sufficient information and keep yourself well informed before trading any digital tokens on the App.
4.3 FEATURED LISTS
The appearance of digital tokens on any of the App’s featured lists is determined by various factors, including but not limited to their ranking on coingecko.com, performance on the App, and Azomi’s policies of digital token listing. You understand that we do not endorse or promote any digital assets on any of the default lists. We have the right to add, change, update, or remove any digital tokens from any of the featured lists, or from the App at our sole discretion.
4.4 PAYMENTS AND FEES
Transactions on MELD or that otherwise involve the use of an underlying blockchain or other decentralized or permissioned infrastructure (the “Distributed Ledger Technology”) require that you pay a fee, such as “gas” charges on the MELD network, for the computational resources required to perform a transaction on the particular Distributed Ledger Technology (such payments and fees, “Charges”).
Azomi charges 0.3% fees for your trading on the App. We reserve the right to change this fees for your use of the App and adjust the pricing anytime. If such fees are imposed, we will notify you of the fees and pricing of your transaction when you authorize the transaction.
You acknowledge and agree that Azomi has no control over any Distributed Ledger Technology transactions, the method of payment of any Charges, if applicable, or any actual payments of Charges, if applicable. Accordingly, you must ensure that you have a sufficient balance of the applicable Distributed Ledger Technology network tokens stored at your Distributed Ledger Technology-compatible wallet address (“Distributed Ledger Technology Address”) to complete any transaction on the Distributed Ledger Technology before initiating such transaction.
4.5 CUSTODY AND CONTROL OF DIGITAL TOKENS
You have full custody and control of the digital tokens in your digital wallets at all times. We do not custody your digital tokens and do not have access to, or retain the electronic private key of your digital wallet. As the owner and custodian of the digital tokens in your digital wallets, you shall bear all risk of loss of such digital tokens.
You understand that Azomi is not registered or licensed by the Commodity Futures Trading Commission, Securities and Exchange Commission, Financial Crimes Enforcement Network, or any financial regulatory authority, and that no financial regulatory authority has reviewed or approved the App. You further understand that Azomi is not acting as an investment adviser or commodity trading adviser to any person, does not offer securities services in the United States or to U.S. persons, and that the contents of the App do not constitute advice or recommendations concerning any commodity, security or other asset.
4.6 RISKS ASSOCIATED WITH DIGITAL TOKENS
By accessing and using the App, 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 digital tokens such as ether (ETH), MELD (MELD), and other digital tokens such as those following the MELD Token Standard (MLD-20). Azomi does not control the underlying software protocols of any digital tokens accessible on the App. You agree that we are not responsible for the operation, functionality or security of the underlying protocols and not liable for any loss of token value you may encounter due to any operating change, malfunction or failure of the underlying protocols.
You further understand that the markets for these digital tokens are highly volatile, and that there are risks associated with digital tokens including (but not limited to) those related to adoption, speculation, technology, security, and regulation. You acknowledge that the cost and speed of transacting with cryptographic and blockchain-based systems such as MELD are variable and may increase dramatically at any time. You understand and agree to assume full responsibility for all of the risks of accessing and using the App and interacting with the MELD Blockchain, and agree that Azomi is not responsible for any loss you may experience as a result of these risks.
You should be aware that anyone can create MLD-20 tokens on MELD. We make no representation about the nature, quality, or legal categorization of the token or associated project. You are responsible for for doing your own research as well as ensuring that you may legally transact in this token in the jurisdiction where you reside.
5. TAXES
It is your sole responsibility to fulfil your tax obligations that apply to your transactions conducted on the App. You should withhold, collect, report and remit the correct amounts of taxes to the appropriate tax authorities. We make reasonable efforts to make your transaction history available through your account but we make no representation about the completeness or accuracy of that information.
6. CHANGES; SUSPENSION; TERMINATION
We may, at our sole discretion, at any time and with or without prior notice to you, modify, suspend or disable, temporarily or permanently, the App, in whole or in part, for any reason whatsoever, including, but not limited to, as a result of a security incident.
We will not be liable for any losses suffered by you resulting from any modification to the App or from any suspension or termination, for any reason, of your access to all or any portion of the App.
All of the terms of the Agreement will survive any termination of your access to the App regardless of the reasons for its expiration or termination, in addition to any other provision which by law or by its nature should survive.
7. ELECTRONIC NOTICES
You consent to receive all communications, agreements, documents, receipts, notices, and disclosures electronically (collectively, our “Communications”) that we provide in connection with the Agreement or the App. You agree that we may provide our Communications to you by posting them on the App. You may also contact our Legal team to request additional electronic copies of our Communications by sending a support request to info@azomi.com.
8. INDEMNIFICATION
You agree to hold harmless, release, defend, and indemnify us and our officers, directors, employees, contractors, agents, affiliates, and subsidiaries ("Protected Parties") from and against all claims, damages, obligations, losses, liabilities, costs and expenses arising from: (a) your access to and use of the App; (b) your violation of any term or condition of this Agreement, 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 App with your assistance or using any device or account that you own or control.
9. PROHIBITED ACTIVITIES
You agree not to engage in, or attempt to engage in, any of the following categories of prohibited activity in relation to your access to or use of the App:
9.1 Intellectual Property Infringement
Activity that infringes or violates any person or entity’s copyright, trademark, service mark, patent, right of publicity, right of privacy, or other proprietary or intellectual property rights under the law.
9.2 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.
9.3 Fraud or 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.
9.4 Market Manipulation
Activity that violates any applicable law, rule, or regulation concerning the integrity of markets, including (but not limited to) the manipulative tactics commonly known as spoofing and wash trading.
9.5 Gambling
Activity that stakes or risks something of value upon the outcome of a contest of others, an event, or a game of chance, including without limitation to lotteries, bidding fee auctions, political betting, sports forecasting and sweepstakes.
10. EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES
In no event will Azomi be liable for any incidental, indirect, special, punitive, exemplary, consequential or similar damages or liabilities whatsoever (including, without limitation, damages for loss of data, information, revenue, goodwill, profits or other business or financial benefit) arising out of or in connection with your use of the App, whether under contract, tort (including negligence), civil liability, statute, strict liability, breach of warranties, or under any other theory of liability, and whether or not Azomi has been advised of, knew of or should have known of the possibility of such damages.
11. LIMITATION OF LIABILITY
In no event will Azomi's aggregate liability arising out of or in connection with the App (and any of its content and functionality), any performance or non-performance of Azomi, Distributed Ledger Technology tokens, other digital tokens, or any other product, service or other item provided in connection with the App, whether under contract, tort (including negligence), civil liability, statute, strict liability or other theory of liability exceed the amount of fees paid by you to us in the twelve (12) month period immediately preceding the event giving rise to the claim for liability.
12. RELEASE
YOU HEREBY AGREE TO RELEASE US FROM ANY AND ALL CLAIMS AND DEMANDS (AND WAIVE ANY RIGHTS YOU MAY HAVE AGAINST US IN RELATION TO ANY INDEMNIFIED LOSSES YOU MAY SUFFER OR INCUR), ARISING DIRECTLY OR INDIRECTLY OUT OF OR IN CONNECTION WITH ANY DISPUTE THAT YOU HAVE WITH ANY OTHER USER OR OTHER THIRD PARTY IN CONNECTION WITH THE AZOMI SERVICES (INCLUDING ANY VIRTUAL ASSET TRANSACTIONS) OR THE SUBJECT MATTER OF THESE TERMS.
13. ASSIGNMENT
You may not assign any rights or licenses granted under the Agreement. We reserve the right to assign any rights and/or licenses under this Agreement without restriction, including but not limited to any Azomi affiliates or subsidiaries or any successors of Azomi’s business interests.
14. FORCE MAJEURE
We shall not be responsible for any delay or failure in performance of the App resulted directly or indirectly from any events or circumstances beyond our reasonable control, including but not limited to, natural disaster, civil unrest, terrorism, significant market volatility and failure of Internet services, equipment or software.
15. DISPUTE RESOLUTION AND ARBITRATION
What happens when you raise a Dispute. The parties shall seek to resolve the Dispute amicably. The discussions must remain confidential and without prejudice, and any settlement discussions or offer may not be used as evidence in any legal proceeding.
If we cannot resolve the Dispute. If the parties are unable to amicably resolve the Dispute within thirty (30) calendar days of the notice referred to in sub-clause 31.1 above (whether or not any attempt to resolve the dispute has been made by either party), the Dispute shall be referred to and finally resolved by arbitration in accordance with clause 15 below.
15.1 Arbitration
Any Dispute shall be referred to and finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce (the “ICC Rules”). The ICC Rules are incorporated by reference into these Terms. In relation to any arbitration, and unless otherwise agreed by the parties:
a. the number of arbitrators will be one, to be appointed in accordance with the ICC Rules;
b. the seat or legal place of arbitration will be the Dubai International Financial Centre; and
c. the language used in the arbitral proceedings will be English.
ANY ARBITRAL AWARD MAY BE ENFORCED IN ANY COURT HAVING JURISDICTION OVER THE PARTY (OR OVER THE ASSETS OF THE PARTY) AGAINST WHOM SUCH AN AWARD IS RENDERED.
15.2 Confidentiality
The parties agree that all matters related to the arbitration must be kept confidential. The existence of the arbitration, any non-public information provided in the arbitration, and any submissions, orders or awards made in the arbitration shall not be disclosed to any party except the tribunal, the International Chamber of Commerce, the parties, their counsels, experts, witnesses, accountants and auditors, insurers and reinsurers, and any other persons necessary to the conduct of the arbitration provided that such confidential information is provided to such parties on a confidential basis. Notwithstanding the foregoing:
a. either party may disclose such confidential information to the extent that disclosure is required to fulfil a legal duty, protect or pursue a legal right, or enforce or challenge an award in bona fide legal proceedings; and b. we may disclose such confidential information to Azomi Affiliates. This sub-clause will survive termination of these Terms and conclusion or stay of any arbitration brought pursuant to these Terms.
15.3 Time Limitation
You must commence any arbitration proceedings against us within one calendar year of the matters giving rise to the Dispute, failing which you will not be entitled to any remedy, and Azomi shall be discharged from any liability in connection with the Dispute. You agree and acknowledge that this sub-clause varies any limitation period otherwise prescribed, to the extent permitted under Applicable Law, and in any event, you shall be required to bring any claim against Azomi within the shortest time period permitted by Applicable Law
16. LANGUAGE
These Terms may be translated into a language other than the English language. Any such translation is provided solely for your convenience. In the event of inconsistency or ambiguity, the English text will prevail.
17. GOVERNING LAW
These Terms (including the arbitration agreement in clause 15) shall be governed by, and construed in accordance with, the laws of England and Wales.
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