TERMS AND CONDITIONS
These Terms and Conditions, together with any documents and additional terms they, by reference, expressly incorporate (collectively, these "Terms"), are entered into between dAMM Finance Limited, a Bahamas International Business Company (hereinafter referred to as "AORI", “Order”, "we", "our" or "us"), and the person making use of AORI's or Order’s services (hereinafter referred to as the "User", "you" or "your"). These Terms constitute a binding legal agreement between AORI and the User following your acceptance of such Terms.
Within these Terms, words of any gender shall be held and construed to include any other gender, and words in the singular number shall be held and construed to include the plural unless the context otherwise requires.
The AORI Protocol is a decentralized crypto asset options trading protocol that is governed by the AORI seat holders.
Order is a front end that engages with the Seaport Protocol, a decentralized marketplace protocol for safely and efficiently buying and selling a variety of tokens. Order allows a user to sign an order with the embedded order details inside, allowing the Seaport Protocol to spend their tokens. Then, when a taker comes the taker takes that signature and enters the signature and other details into Seaport. The transaction fails if both parties don't successfully transfer their assets to each other in the same block.
The AORI Protocol and Seaport Protocol may be collectively referred to herein as the “Protocols”.
AORI operates a website (the “Website”) and a website-hosted interface for you to access the AORI Protocol, available at https://www.aori.io/ (the “AORI Interface”). The AORI Interface is one, but not the exclusive, means of accessing the AORI Protocol.
AORI operates a subdomain under the AORI Website (the “Order Subdomain”) and a webpage-hosted interface for you to access the Seaport Protocol, available at https://order.aori.io/ (the “Order Interface”). The Order Interface is one, but not the exclusive, means of accessing the Seaport Protocol. Collectively the “AORI Interface” and the “Order Interface” may be referred to herein as the “Interfaces”.
In these Terms:
“we”, “us” or “our” refers to dAMM Finance Limited; and
“you”, “your” or “user(s)” refers to anyone who accesses or uses the Website or Interface in any way. If you are accessing or using the Website or Interface on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms and in such case “you”, “your” or “user(s)” will refer to that entity.
By accessing or using the Website or Interfaces, as further defined in Section 1, the User accepts and agrees to be bound by and comply with these Terms, including the mandatory arbitration provision set forth in Section 18. If the User does not agree to these Terms, such User should not access or use the Website or Interfaces.
The User must be able to form a legally binding contract online on behalf of a company or as an individual, as outlined in Section 2.
AORI appeals to the User to carefully review the disclosures and disclaimers set forth in Section 14 in their entirety before using any software developed by AORI. Section 14 provides important details about the legal obligations associated with the User's use of the Website and Interfaces. By accessing or using the Website or Interfaces, the User agrees that AORI does not provide execution or clearing services of any kind and is not responsible for executing or clearing transactions automated through the AORI Protocol or the Seaport Protocol.
For the purpose of these Terms, the following capitalized terms shall have the following meanings:
1.1. "Affiliate" means, with respect to a party to these Terms, any legal entity that, directly or indirectly controls, is controlled by or is under common control with AORI.
1.2. "Applicable Law" means any domestic or foreign law, rule, statute, regulation, by-law, order, protocol, code, decree, or other directives, requirement or guideline, published or in force which 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 Governmental Authority having jurisdiction over AORI, the User, the Website or the Interfaces, or as otherwise duly enacted, enforceable by law, the common law or equity.
1.3 "Ether" means the utility token of the Ethereum Blockchain that may be used to purchase computational resources to run decentralized applications or perform actions on such Blockchain.
1.4 "Ethereum Address" means the unique public key cryptocurrency identifier that points to an Ethereum-compatible wallet to which Ether may be sent or stored.
1.5 "Ethereum Blockchain" means the underlying blockchain infrastructure AORI leverages to offer its Services.
1.6 "Governmental Authority" means the applicable domestic or foreign federal, provincial or state, municipal, local or other governmental, regulatory, judicial or administrative authority.
1.7 "Portal" collectively means the Website and the Interfaces.
1.8 "Service" means each of the AORI Interface and the Order Interface, each of which may be accessed through the Portal and collectively which are the “Services”.
1.9 “Products” means the Interfaces.
The following are conditions of access to the Portal, and each time you access the Portal, the User represents and warrants to us that:
a The User is an individual that is 18 years of age or older, capable of forming a binding contract with us, and under no legal impediment or incapability;
b. The User is an authorized representative of a company and has the authority from that company to access the Portal and form a binding agreement with us on behalf of that company;
c. The User is not identified as a "Specially Designated National" by the US Office of Foreign Assets Control or otherwise subject to any sanctions or restrictions which may affect our ability to provide the User with our Services;
d. The User has the full power and authority to agree to these Terms and to use any Service offered by AORI through the Portal;
f. The User will only trade with legally obtained digital assets that belong to The User, and that The User has full legal and beneficial title to any such assets;
g. The User is not located in, or a resident of, any Restricted Territory (as defined below) and has not used any technical means to misrepresent User’s geographical location to access the Portal from any Restricted Territory; and
h. The User is acting for User’s own account as principal and not as trustee, agent or otherwise on behalf of any other persons.
Your access to the Portal and any Services may be restricted based on your jurisdiction or geographical location. You must not use the Protocols if you are located in or a citizen or resident of any state, country, territory or other jurisdiction in which use of the Portal, the Services, or the Protocols would be illegal or otherwise violate any applicable law (a "Restricted Territory"). The fact that the Portal is accessible in a Restricted Territory or that the Portal allows the use of the official language of a Restricted Territory or a language commonly used in a Restricted Territory must not be construed as a license to use the Portal in such a Restricted Territory. We unconditionally reserve the right to restrict access to any Restricted Territory and may implement technical controls to prevent access to the Portal or any Services from any Restricted Territory.
MODIFICATIONS TO THESE TERMS
In our sole discretion, we reserve the right to modify these Terms from time to time. If modifications are made, AORI will provide the User with notice of such changes by providing a notice at the Portal or updating the date at the top of these Terms.
Unless we say otherwise in our notice, all such modifications are effective immediately, and your continued access of the Portal after we provide such notice will be construed as a consensual confirmation and your acceptance of any such changes.
Where the User does not agree with the modified Terms, such User is to cease from accessing the Portal and accessing the Interfaces and Protocols at once.
4.1 Ethereum Gas Fees - The Services and Protocols involve the use of the Ethereum Blockchain, which requires the payment of a fee, commonly known as the "Ethereum Gas Fee," for the computational resources required to conduct a transaction on the Ethereum Blockchain successfully. You acknowledge and agree that AORI has no control over: (1) any Ethereum blockchain transactions; (2) The method of payment of any Ethereum Gas Fees; and (3) Any actual payments of Ethereum Gas Fees. Accordingly, the User must ensure that he has a sufficient balance of Ether stored at his Ethereum Address to complete an Ethereum Blockchain transaction.
4.2 Conditions and Restrictions - AORI may, at any time and in its sole discretion, restrict the User's access to, or otherwise impose conditions or restrictions upon such User's use of, the Portal, with or without prior notice. You acknowledge that we may or may not be in a position to provide information about the reasons for such closure or suspension.
4.3 No Broker, Legal or Fiduciary Relationship - AORI is not the User's broker, dealer, lawyer, intermediary, agent, or advisor and has no fiduciary relationship or obligation to the User regarding any decisions or activities that the User effects when using the Portal, the Interfaces, or the Protocols. No communication or information provided by AORI to the User is intended or to be construed as advice by such User.
4.4 User's Responsibility - As a condition to accessing or using the Portal, the Interfaces, or the Protocols, the User shall: (a) Only use the Portal, Interfaces and Protocols for lawful purposes, and in accordance with these Terms; (b) Ensure that, at all times, all information that the User provides on the Portal is current, complete and accurate; and (c) Where applicable, maintain the security and confidentiality of User’s Ethereum public and private keys.
4.5 Unacceptable Use or Conduct - As a condition for accessing or using the Portal, the Interfaces, or the Protocols, the User shall not: (a) Violate any Applicable Law, including, without limitation, any relevant and applicable anti-money laundering and anti-terrorist financing laws, each as may be amended from time to time; (b) Infringe on or misappropriate any contract, intellectual property or other third-party rights, or commit acts of tortious liability while using the Portal, the Interfaces, or the Protocols; (c) Use the Portal or Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Portal or Services or that could damage, disable, overburden, or impair the functioning of the Portal or Services in any manner; (d) Attempt to circumvent any content filtering mechanisms or security measures that AORI employs on the Portal, or attempt to access any Service or area of the Portal or any Interface that the User is not authorized to access; (e) Use the Services to pay for, support, or otherwise engage in any illegal gambling activities, fraud, money-laundering, terrorist activities, or other illegal activities; (f) Use any robot, spider, crawler, scraper, or other automated means or interface not provided by AORI to access the Portal or Services or to extract data; (g) Introduce any malware, virus, trojan horse, worm, logic bomb, drop-dead device, backdoor, shutdown mechanism or other harmful material into the Portal or the Services; (h) Provide false, inaccurate, or misleading information; (i) Post content or communications on the Portal that are, in our sole discretion, libelous, defamatory, profane, obscene, pornographic, sexually explicit, indecent, lewd, vulgar, suggestive, harassing, hateful, threatening, offensive, discriminatory, bigoted, abusive, inflammatory, fraudulent, deceptive or otherwise objectionable; (j) Post content on the Portal containing unsolicited promotions, political campaigning, or commercial messages or any chain messages or user content designed to deceive or trick a user of the Portal or Service; (k) Use the Portal or any Service from a Restricted Territory; (l) Encourage or induce any third party to engage in any activities prohibited under this Section.
4.6 Your Assumption of Risks - The User represents and warrants that AORI will have no responsibility or liability for any of the risks mentioned in Sections 5, 6, 7 and 8.
The User hereby irrevocably waives, releases and discharges all claims, whether known or unknown, against AORI, its affiliates and their respective shareholders, members, directors, officers, employees, agents and representatives related to any of the risks set forth herein.
4.7 Your Content - The User hereby grants to AORI a royalty-free, fully paid-up, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, copy, modify, create derivative works of, display, perform, publish and distribute, in any form, medium or manner, any content that is available to other users via the Portal as a result of the User's use of the Portal (collectively, "Your Content").
This includes, without limitation, content for promoting AORI (or its Affiliates), the Portal or the Services generally. The User represents and warrants the following: (a) The User owns his content or has the right to grant the rights and licenses in these Terms; and (b) The User's Content and AORI's use of the User's Content, as licensed herein, does not violate or infringe on any third party's rights including any and all copyrights relating thereto.
DIGITAL ASSET RISKS
5.1 Digital Assets: Digital asset prices are volatile and fluctuate day to day. Trading in these digital assets may be considered a high-risk activity. Proper diligence and sound judgment should be used in evaluating the risks associated with these activities. We do not solicit nor represent that digital assets are an investment vehicle. The decision to trade digital assets rests entirely on the users' independent judgment. Any digital asset may decrease in value or lose value due to various factors, including the discovery of wrongful conduct, market manipulation, change to the nature or properties of a digital asset, or governmental or regulatory activity. Demand for digital assets may be partially or wholly driven by speculation or market sentiment.
5.2 Lack of Information available: You may not have full access to all the information relevant to the particular Digital Asset or its underlying platform or network. It may not be possible to obtain updated information regarding the progress or any changes to particular Digital Assets or their underlying platforms or network. Many Digital Asset issuers or operators may also have no operating history or track record that can be used to evaluate the ability to achieve their stated project goals.
5.3 Network Events: Digital Assets may be subject to various Network Events, including Forks, Airdrops, attacks on the security, integrity or operation of the networks, or Network Participants making a binding decision in relation to the network underlying a Digital Asset. Such events may affect the features, functions, operation, use or other properties of any Digital Asset, Network or platform. The events may also severely impact the price or value of any Digital Assets or even result in the shutdown of the network or platform associated with the Digital Asset. Such Network Events may be beyond the control of the User or AORI, or to the extent AORI has any ability to impact the Network Event, AORI's decision or actions may not be in your interests. Where you transfer digital assets to the Protocols which are the subject of a Network Event, you may not be entitled to the proceeds arising from any Network Event, and AORI is entitled to keep any digital assets created because of Network Events (for example, in circumstances where there is a fork in the network).
5.4 Inflation Risk: Digital Assets may, either because of the inherent design of the digital asset or through Network Events, not be a fixed supply of assets. Where additional Digital Assets are created, the asset's price may decline due to the inflationary effects of adding additional Digital Assets to the total assets available.
5.5 Concentration Risk: At any point in time, one or more persons may directly or indirectly control significant portions of the total supply of any particular Digital Asset. Acting individually or in concert, these holders may have significant influence over the Digital Asset and may be able to influence or cause Network Events which may have a detrimental effect on the price, value or functionality of the Digital Assets. Network Participants may make decisions which may not be in the User's best interest as a holder of Digital Assets.
5.6 Suspensions of Trading/Network Events: Under certain conditions, liquidating a position in Digital Assets may be difficult or impossible. Certain Network Events (including total failure of a network) may occur rapidly and affect the ability of holders of Digital Assets to conduct transactions. Information relating to these Network Events may be difficult to ascertain ahead of time and may be subject to limited oversight by any third party capable of intervening to stabilize the network.
6.1 Source code changes and flaws: The various source codes underlying Digital Assets and smart contracts are subject to change and may at any time contain one or more defects, weaknesses, inconsistencies, errors or bugs. Unless otherwise represented in writing by AORI, no audit or investigation has been conducted on any source code produced by parties other than AORI.
6.2 Cryptographic advancements: Developments in cryptographic technologies and techniques, including the advancement of artificial intelligence or quantum computing, pose security risks to all cryptography-based systems, including Digital Assets. Applying these technologies and techniques to Digital Assets or the Portal or Services may result in theft, loss, disappearance, destruction, devaluation or other compromises of digital assets, the Portal and Services or your data.
6.3 Reliance on the Internet: Digital Assets and the Portal and Services rely heavily on the Internet. However, the public nature of the Internet means that either part of the Internet or the entire Internet may be unreliable or unavailable at any given time. Further, interruption, delay, corruption or loss of data, the loss of confidentiality in the transmission of data, or the transmission of malware may occur when transmitting data via the Internet. The result of the above may be that your order is not executed according to your instructions or not at all at the desired time.
6.4 Unauthorized access: Unauthorized third parties may use the User wallet and effect transactions without your knowledge or authorization, whether by obtaining control over another device or account used by the User or other methods.
6.5 Loss of Private Key(s): Losing control of your private key(s) may permanently and irreversibly deny you access to digital assets. Neither AORI nor any other person will be able to retrieve or protect digital assets for which you hold the private key(s). If the private key(s) is lost, it may become impossible to transfer digital assets to any other address or wallet, and you are solely responsible for securing your private key(s) in a manner that meets the User security circumstances.
6.6 Operational Risk: Breakdowns or malfunctioning of essential systems and controls, including IT systems or Digital Asset networks, may generally affect digital assets' value. In particular, digital assets may suffer from a concentration of operational risk during development, including key personnel, governance and financial control risk.
7.1 Country Risk: If an investment is made in any Digital Assets issued by a party subject to foreign laws or transactions made on markets in other jurisdictions, including markets formally linked to a domestic market, recovery of the sums invested and any profits or gains may be reduced, delayed or prevented by exchange controls, debt moratorium or other actions imposed by the government or other official bodies. Before you access the Portal or use any of the Services, you should be familiar with any rules or laws relevant to the Services. Your local regulatory authority will be unable to compel the enforcement of the rules of regulatory authorities or markets in other jurisdictions where your transactions have been effected. You should obtain independent advice about the different types of redress available in both your home jurisdiction and other relevant jurisdictions before you start to trade. If your country of residence imposes restrictions on Digital Assets, we may be required to discontinue your access to the Portal. The User may not be permitted to transfer Digital Assets held in the Protocols back to the User through the Portal or the Interface until the regulatory environment permits us to do so.
7.2 Taxation and required reporting to taxation authorities: You are responsible for all taxes in respect of any gains obtained through use of a Service, including past or retrospective taxes imposed. Before using any Service, you should understand the tax implications of acquiring, entering into, holding and disposing of a Digital Asset. Tax implications depend on the nature of your business activities and the Service in question. The User should consult their independent tax advisor to understand the relevant tax considerations.
7.3 Regulatory Uncertainty: The Services are potentially exposed to regulatory/legal risk. The legal and regulatory treatment of Digital Assets may change. Regulation of Digital Assets is unsettled and rapidly changing. Legal and regulatory treatment varies according to the jurisdiction. The effect of regulatory legal risk is that any Digital Asset may decrease in value or lose all of its value due to legal or regulatory change. This may affect the value or potential profit of a Product. Legal changes may make a previously acceptable investment illegal or subject to substantial restrictions that may affect the ability to liquidate a position. Changes to related issues such as taxation may occur and radically affect the value or profitability of a Digital Asset. Such risk is unpredictable and depends on geopolitical, economic, sovereign and other factors. Risks may be asymmetrical between established and emerging markets and affect some Digital Assets significantly more than others. AORI recommends that the User obtains independent legal, tax and financial advice and continues to monitor the legal and regulatory position in respect of its use of the Services.
8.1 Suitability: You should decide to use any Service provided through accessing the Portal only after due and careful consideration. You should determine whether a Service is appropriate in light of your experience in similar transactions, your objectives in engaging with AORI, financial resources and other relevant circumstances. If you are unsure that the Service is suitable, you should obtain independent legal, tax or financial advice.
8.2 Fees: Before using the Services, the User should obtain details of all commissions, fees and other charges for which the User will be liable.
8.3 Not a Research Report: Any content provided by AORI does not purport to be, and is not intended to be, a "research report" or "investment research".
8.4 Commercial Arrangements: AORI may have a relationship with other entities which may not be disclosed to you.
10.1 Intellectual Property Rights Ownership: AORI owns all intellectual property and other rights in the Portal, together with their contents, including, but not limited to, software, text, images, trademarks, service marks, copyrights, patents, and designs. Unless expressly authorized by AORI, the User may not copy, modify, adapt, rent, license, sell, publish, distribute, or otherwise permit any third party to access or use the Portal with its contents. Accessing or using the Portal or Interfaces does not constitute a grant to you of any proprietary intellectual property or other rights in the Portal, the Interface, the Protocols, or any related content.
10.2 Trademarks: Any of AORI's names, logos, and other marks used in the Portal, including AORI's name and logo, are trademarks owned by AORI, its Affiliates or its applicable licensors. You may not copy, imitate or use such Trademarks without AORI's (or the applicable licensor's) prior written consent.
CHANGES, SUSPENSION AND TERMINATION
11.1 Changes to Services: AORI may, in its sole discretion, from time to time and with or without prior notice to the User, modify, suspend or disable, temporarily or permanently, the Portal or access to the Services, in whole or in part, for any reason whatsoever, including, but not limited to, as a result of a security incident.
11.2 No Liability: AORI will not be liable for any losses suffered by the User resulting from any modification to the Portal or any Services or from any suspension or termination, for any reason, of your access to all or any portion of the Portal or Interface.
11.3 Survival: These Terms will survive any termination of your access to the Portal or Interfaces, regardless of the reasons for its expiration or termination, in addition to any other provision which by law or by its nature should survive.
The User consents to receive all communications, agreements, documents, receipts, notices, and disclosures electronically (collectively, our "Communications") that AORI provides in connection with these Terms, the Portal, or any Services. The User agrees that AORI may provide Communications by posting them on the Portal, in any messaging service including, but not limited to Telegram or Discord, or by emailing them to the User at the email address provided in connection with the User's use of the Portal or Services, if any. The User should maintain copies of AORI's Communications by printing a paper copy or saving an electronic copy. The User may also contact AORI's support team to request additional electronic copies of Communications by filing a support request at email@example.com.
The User will defend, indemnify, and hold harmless AORI, its Affiliates, and its and its Affiliates' respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers and contractors (collectively, "Indemnified Parties") from any claim, demand, lawsuit, action, proceeding, investigation, liability, damage, loss, cost or expense, including without limitation reasonable attorneys' fees, arising out of or relating to: (a) The User's use of, or conduct in connection with, the Portal, the Services or the Protocols; (b) Ethereum Blockchain assets associated with the User's Ethereum Address; (c) Any feedback or user content the User provides to the Portal if any; (d) The User's violation of these Terms; or (e) The User's infringement or misappropriation of the rights of any other person or entity.
If the User is obliged to indemnify any Indemnified Party, AORI (or, at its discretion, the applicable Indemnified Party) will have the right, in its sole discretion, to control any action or proceeding and to determine whether AORI wishes to settle, and if so, on what terms.
DISCLOSURES AND DISCLAIMERS
The Portal, the Services and the Protocols are provided on an "as is" and "as available" basis. The Indemnified Parties make no guarantees in connection with the Portal, the Services or the Protocols. To the maximum extent permitted under applicable law, the Indemnified Parties disclaim all warranties and conditions, whether express or implied, of merchantability, fitness for a particular purpose, or non-infringement and disclaim all responsibility and liability for: (1) The Portal or the Services are accurate, complete, current, reliable, uninterrupted, timely, secure, or error-free. Information (including, without limitation, the value or outcome of any transaction) available through the Portal is provided for general information only and should not be relied upon or used as the sole basis for making decisions. Any reliance on the Services is at your own risk; (2) You expressly acknowledge, understand, and agree that the Services may contain audio-visual effects, strobe lights or other materials that may affect your physical senses or physical condition. (3) The User expressly acknowledges that the Indemnified Parties are not liable for loss or damage caused by another User's conduct, unauthorized actors, or any unauthorized access to or use of the Portal, Services, or Protocols; and (4) Viruses, worms, trojan horses, time bombs, cancelbots, spiders, malware or other types of malicious code that may be used to affect the functionality or operation of the Website or Interface.
LIMITATION OF LIABILITY
The Indemnified Parties shall, in no event, be liable for any incidental, indirect, special, punitive, consequential or similar damages or liabilities whatsoever (including, without limitation, damages for loss of data, information, revenue, goodwill, profits or other business or financial benefit) arising out of or in connection with the Portal or the Services (and any of their content and functionality), any execution or settlement of a transaction, any performance or nonperformance of the Services, the User's Ether or digital assets, Product outcome, Service or other item provided by or on behalf of AORI, 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 AORI has been advised of, knew of or should have known of the possibility of such damages and notwithstanding any failure of the essential purpose of these Terms or any limited remedy hereunder. This limitation of liability shall apply to the fullest extent permitted by law.
RELEASE OF CLAIMS
You expressly agree that you assume all risks concerning your access to and use of the Portal, Services, and Protocols. Additionally, you expressly waive and release us from any liability, claims, causes of action, or damages arising from or in any way relating to your access to and use of Portal, the Interfaces, the Services, or the Protocols.
THIRD-PARTY RESOURCES AND PROMOTIONS
THe Portal 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 the Portal or Services. We do not endorse or assume responsibility for such resources or promotions. If you access any such resources or participate in such promotions, you do so at your own risk, and you understand that the Terms do not apply to your dealings or relationships with any third parties. You expressly relieve us of any liability arising from your use of any such resources or participation in any such promotions.
GOVERNING LAW AND DISPUTE RESOLUTION
These Terms shall be governed by, and construed in accordance with, the laws of the Bahamas.
We will use our best efforts to resolve potential disputes through informal, good-faith negotiations. If a potential dispute arises, you must first contact us by email at firstname.lastname@example.org so we can attempt to resolve it without resorting to formal dispute resolution. If we cannot reach an informal resolution, then you and AORI agree to determine the potential dispute according to the process below.
This arbitration agreement shall be governed by the laws of the Bahamas;
The seat of arbitration will be in Nassau, the Bahamas.
The number of arbitrators will be one, and that arbitrator must have relevant legal and technological expertise and may be AORI or the Chairman of the SIAC.
The language of the arbitration shall be English.
Notwithstanding any other provision of these Terms, you agree that AORI has the right to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.