_{Updated as of 14.03.2024}

Terms and Conditions

Preamble

These terms and conditions (the "Terms & Conditions" or "T&Cs") govern the access and utilization of https://www.ithacaprotocol.io and https://app.ithacaprotocol.io (the "Website") by each individual, entity, group, or association (collectively "User", "Users", "You") who views, interacts or otherwise uses or derives any benefit from the Interface (as defined below) or the Infrastructure (as defined below).

Without prejudice to the preceding paragraph, the User's consent is manifested once the User ticks the box in the pop-up window which appears upon connecting its Wallet (as defined below), which reads: "By ticking this box, I confirm I have read, understood and accepted the Terms & Conditions of Ithaca Protocol".

Any modification to the Terms & Conditions shall be effective immediately after uploading the updated version on the Interface. The User's continued use of the Interface shall constitute its acceptance of the current version of the Terms & Conditions. The User is advised to review the Terms & Conditions periodically to be aware of any changes to the Terms & Conditions.

TERMS & CONDITIONS

1. The Interface and Infrastructure

1. The Website provides access to an interface (the "Interface") that facilitates the Users' interaction and utilization with a set of on-chain smart contracts (the "Infrastructure").
2. Users employ the Infrastructure, retaining complete ownership and custody of their cryptographic assets and the private keys associated with their blockchain-based digital wallets. Users bear sole responsibility for securely overseeing their private keys and verifying all transactions. Given that the Infrastructure provided via the Interface operates on decentralized external networks, there exists no capability to annul, reverse, or reinstate any transactions.
3. The Infrastructure makes interaction methods available whereby the User can independently perform on-chain transactions. Such interaction methods may include accessing functionalities for Users to self-authorize crypto-asset transfers and self-mint crypto-assets on relevant blockchains. When used in this way, the Infrastructure can generate a draft transaction message, which a User can independently use in conjunction with a third-party digital wallet application or device to conduct transactions on any of the relevant blockchains.
4. This Interface and the Infrastructure are provided "as is" and "as available" without a warranty of any kind. By using the Interface and the Infrastructure, the User accepts sole responsibility for any transaction involving their Wallet (as defined below).
5. No advice whatsoever concerning crypto-assets or the use of the Infrastructure is provided on or through the Interface.

2. Orders

1. Users independently and autonomously submit their trading orders (each one an "Order", collectively the "Orders") on the Infrastructure through the Interface. Upon submission of an Order, the User locks a predetermined amount of crypto-assets (the "Collateral") in a designated smart contract (the "Collateral Smart Contract"). The Collateral corresponds to the maximum potential loss for each Order.
2. The Collateral Smart Contract is programmed to communicate with tools responsible for the off-chain calculation of order matches based on the parameters set forth by the Users (the "Oracles").
3. The Oracles may determine the Collateral excess in connection with an Order and issue automated instructions for the Collateral Smart Contract to return a certain amount of crypto-assets to the User's Wallet. The User acknowledges and agrees that collateral optimization is an integral aspect of risk management within the Interface. By engaging with the Interface, the User implicitly accepts and adheres to the principles of collateral optimization as outlined in this section and explained within the materials made available on or through the Interface.
4. Once a match is identified by the Oracles, they transmit instructions to the Collateral Smart Contract to execute the matched trades. These instructions include but are not limited to, the transfer of crypto-assets within the Collateral Smart Contract amongst the participating Users' Wallets in accordance with the agreed parameters of the trade.
5. The Oracles include an auction-based matching engine (the "IME"). The IME operates through frequent auctions, employing batch processing (the "Auction(s)"). The Auction mechanism is discrete-time and employs a uniform-price model. The IME accepts Orders submitted by counterparties. The IME runs across multiple order books with different products and maturities, enabling synchronized execution of multi-leg conditional orders.

3. User Obligations, Representations and Warranties

1. The User is expected to use the Interface and the Infrastructure legally and responsibly. Any misuse or activities contrary to the Terms & Conditions or applicable laws are strictly prohibited.
2. The User can only use the Interface and the Infrastructure as expressly allowed under these T&Cs and cannot modify, sell, or exploit the underlying software in any unauthorized manner.
3. The Interface and the Infrastructure shall be used solely within the scope of commercial activities by individual professionals and business organizations that have the intentions, skills, abilities and resources to engage in complex and highly risky transactions.
4. By accessing the Interface, the User represents and warrants that:
   1. as an individual, he/she is at least eighteen (18) years old;
   2. is acting for commercial purposes and not in his/her capacity as a consumer;
   3. posses a compatible blockchain-based digital wallet (hereinafter referred to as the "Wallet");
   4. as an individual, business company, or other legal person, it has power and sufficient authorizations to enter into the T&Cs;
   5. its use of the Interface will not violate laws and regulations applicable to the User, including but not limited to regulation on anti-money laundering, anti-corruption, and counter-terrorist financing;
   6. is not a "U.S. Person", whereas a "U.S. Person" shall mean any individual who is a citizen or resident of the United States, any partnership or corporation organized or incorporated under the laws of the United States, any estate of which any executor or administrator is a U.S. Person, any trust of which a trustee is a U.S. Person, any agency or branch of a foreign entity located in the United States, any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person, and any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States;
   7. is not a resident, citizen, national or agent of, or an entity organized, incorporated or doing business in, Belarus, Burundi, Crimea and Sevastopol, Cuba, Democratic Republic of Congo, Iran, Iraq, Libya, North Korea, Somalia, Sudan, Syria, Venezuela, Zimbabwe, Algeria, Bolivia, Morocco, Nepal, Pakistan, Vietnam, Afghanistan, Ivory Coast, South Sudan, Antigua, Northern Mariana Islands, Puerto Rico, United States Minor Outlying Islands, US Virgin Islands, Ukraine, Belarus, Albania, Burma, Central African Republic, Yemen, Thailand or any other country to which the United States of America, the United Kingdom of Great Britain and Northern Ireland, the European Union, or the United Nations, (collectively, the "Major Jurisdictions") embargoes goods or services or imposes other economic sanctions (such embargoed or sanctioned territories, collectively, the "Restricted Territories");
   8. is not, and does not directly or indirectly own or control, and has not received any assets from any digital wallet that is listed on any sanctions list or equivalent maintained by any competent authority of the Major Jurisdictions (such sanctions-listed persons, collectively, the "Sanctions Lists Persons"); and
   9. does not intend to transact in or with any Restricted Territories or Sanctions List Persons;
5. Users undertake to use the Interface and Infrastructure in accordance with the Terms & Conditions and all applicable laws. Within their use of Interface, each User agrees not to:
   1. Use the Interface or the Infrastructure for, or to promote or facilitate, illegal activity (including, without limitation, money laundering, financing terrorism, tax evasion, buying or selling illegal drugs, contraband, counterfeit goods, or illegal weapons);
   2. Upload or transmit viruses, worms, Trojan horses, time bombs, cancel-bots, spiders, malware, or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Interface;
   3. Harvest or otherwise collect information from the Interface or the Infrastructure for any unauthorized purpose;
   4. Exploit the Infrastructure for any unauthorized commercial purpose;
   5. Attempt to or actually copy or make unauthorized use of all or any portion of the Infrastructure, including by attempting to reverse, compile, reformatting or framing, disassemble, reverse engineer any part of the Infrastructure;
   6. Engage in any anti-competitive behavior or other misconduct;
   7. Breach or encourage others to breach the Terms & Conditions.
6. The User commits to taking essential precautions to secure their Wallet and personal details. The Users hold exclusive responsibility for safeguarding their Wallet and are solely responsible for all associated transactions.
7. Users are solely responsible for their tax obligations and reporting duties in connection with their access and use of the Interface and the Infrastructure.
8. Any Wallet may be banned from accessing the Interface in connection with the violation of the above.

4. Fees

1. The Interface will automatically retain fees from each Order. The User hereby consents to this automated fee retention mechanism.
2. The User acknowledges that a comprehensive fees table is consistently accessible on the Interface, providing a clear breakdown of applicable charges associated with their transactions (the "Fee Table"). The Fee Table may be amended from time to time. Such modifications will be effective immediately upon being updated on the Interface without any prior notice to the User. It is the sole responsibility of the User to check the Interface regularly for any updates in the Fee Table. By continuing to utilize the Interface after any modifications to the Fee Table, the User accepts and agrees to the updated Fee Table.

5. Rewards

1. The Interface includes several reward mechanisms made available to the Users to incentivize and promote positive behaviors that shall benefit all Users (the "Point System"). The Point System encompasses various types of rewards, each designed to recognize and incentivize different actions and contributions. Specific details regarding the Point System are outlined in the Interface's dedicated Point System section.
2. The User bears the responsibility of thoroughly reading and comprehending the details presented in the Interface's dedicated Point System section.
3. The User is advised that the Point System and associated details, including the types of rewards and the actions required to obtain them, may undergo changes without prior notice. It is incumbent upon the User to regularly check the Interface for any updates or modifications to the Point System.

6. Third Parties Services

1. The Interface may integrate third-party services or applications (the "Third-Party Services") to enhance the User experience and functionality.
2. The User is advised to exercise diligence in assessing the security and privacy implications associated with Third-Party Services. The User understands that these services are independent entities, and any issues, disputes, or concerns arising from the use of Third-Party Services should be directed to the respective third parties.
3. The Interface might modify or discontinue the integration of any Third-Party Services. The User will be notified of such changes through appropriate channels, and it is their responsibility to stay informed about any adjustments to the availability of third-party offerings.
4. Some Third-Party Services may necessitate the sharing of User data. The User explicitly consents to the sharing of relevant data with third parties, understanding that the privacy policies of the respective third parties govern such data sharing.
5. By opting to utilize Third-Party Services within the Interface, the User expressly accepts and agrees to comply with the terms and conditions set forth by the relevant third parties. Any violations may result in corrective actions, including the restriction or termination of access to the Interface.

7. Risk Disclosure

1. The User acknowledges and assumes all risks associated with the use of the Interface and the Infrastructure and any related crypto-assets transactions. These risks include but are not limited to:
   1. Operational Risk: The Interface may be subject to changes, discontinuations, or interruptions. The User understands that there is no guarantee of the perpetual operation or support of the Interface, and its maintainers may cease operations or support without any obligation or notice to the User.
   2. Regulatory Risk: The Interface operates in a legal and regulatory environment that may change. The User is aware that changes in regulations or laws may adversely affect the use of the Interface and the underlying blockchain technologies.
   3. Lack of Regulatory Oversight: The User acknowledges that neither the Interface nor its maintainers are under the supervision of any regulatory authority. The Interface is not endorsed or regulated by government or financial agencies, and no warranties are made regarding legal compliance or regulatory alignment.
   4. Technology Risk: The Interface and Infrastructure are based on blockchain technology, which is a new and rapidly evolving field. The User understands that there is an inherent risk of bugs, errors, vulnerabilities, or defects in any software or blockchain, which could affect transactions and lead to financial losses.
   5. Information and Accuracy Risk: The User understands that the Interface does not guarantee the accuracy or timeliness of the information provided. The User is responsible for conducting their own due diligence regarding transactions.
   6. Crypto-asset Risk: The User accepts the risks associated with the devaluation of crypto-assets up to the entire loss of their value. Certain market conditions might make it hard to liquidate the User's crypto-assets or perform any transactions, especially when there's limited market movement or low liquidity.
   7. Security Risk: The User bears sole responsibility for the security of their private keys and any credentials related to their Wallets. The User acknowledges that the Interface is not responsible for safeguarding the User's digital assets or personal information.
   8. Transaction Risk: The User acknowledges that transactions, once executed, are irreversible, and any transaction fees incurred are non-refundable. The User is aware that the Interface does not have the ability to reverse transactions.
   9. Access Restrictions: We reserve the right to restrict access to the Interface for any reason, including but not limited to suspicion of illegal activity, fraud, or violation of these T&Cs. This may include restrictions based on sanctions law or your location in certain territories.

8. Survival

1. If any provision of the Terms & Conditions is found to be invalid by a court of law or other judicial body, that provision shall be limited in accordance with applicable law; the remaining provisions will remain in full force and effect.
2. Provisions within these Terms & Conditions that inherently persist beyond their conclusion or termination, especially those sections addressing suspension, termination, the Interface restrictions, outstanding debts to the Interface, general website usage, disagreements with the Interface, and other foundational clauses, will remain in effect even after these Terms & Conditions have ended or been terminated.

9. Availability & Network Costs

1. The Interface may occasionally experience downtime due to maintenance or updates. No guarantee whatsoever is given for the uninterrupted operation of the Interface. The Interface may be discontinued.
2. The User may incur direct and indirect fees and costs associated with their use of the Interface and Infrastructure.

10. Intellectual Property

1. All text, graphics, User interfaces, visual interfaces, photographs, logos, artwork and computer code provided on the Website, including but not limited to the design, structure, selection, coordination, expression and arrangement of the content contained on the Website is an intellectual property of the Company that had licensed their usage to the Company, and is protected by trademark laws, and various other intellectual property rights.
2. Except as expressly provided in these Terms & Conditions, no part of the Website and no content indicated therein may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way to any other computer, server, Website or other medium for publication or distribution for any commercial purpose, without the Company's express prior written consent.

11. Limitation of Liability

1. The User acknowledges that the Interface, including the Infrastructure and any associated tools or content, is provided on an "as is" and "as available" basis. Therefore, to the maximum extent permitted by applicable law, the User agrees that no legal entity or member of the team that developed the Interface and the Infrastructure, nor any of its affiliates, directors, employees, or other representatives, shall bear any liability for any direct, incidental, indirect, special, punitive, consequential, or exemplary damages (including damages for loss of business, loss of profits, business interruption, or loss of business information) arising out of or in connection with the use of or inability to use the Interface and the Infrastructure or the performance of any transactions through the Interface and the Infrastructure, even if such party has been advised of the possibility of such damages.
2. The User further agrees that the total liability of the developers, affiliates, directors, employees, or other representatives in connection with any claim arising out of or relating to the Interface and/or the User's use thereof shall not exceed the total amount of fees actually paid by the User for the use of the Interface that is the subject of the claim, up to a maximum of 20'000 USD.
3. This limitation of liability reflects the allocation of risk between the parties. The limitations specified in this section will survive and apply even if any limited remedy specified in these T&Cs is found to have failed its essential purpose. The limitations of liability provided in these T&Cs inure to the benefit of the developers, affiliates, directors, employees, and agents of the Interface.
4. Nothing in this clause shall exclude or limit liability to a greater extent than is permitted by applicable law, nor shall it exclude or limit any statutory rights that a User cannot lawfully agree to exclude or limit.

12. Indemnity

1. You agree to defend, indemnify, and hold harmless the Company, including its Affiliates, contractors, directors and all of their respective officers, agents, sub-contractors, partners, and employees, from and against any losses, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by third party due to or arising out of Your:
   1. use of or inability to use any of the Services
   2. violation of these Terms,
   3. violation of any rights of a third party, or
   4. violation of any applicable Laws or Government orders.
   Notwithstanding anything otherwise provided, We reserve the right, at Your expense, to assume the exclusive defence and control of any matter for which You are required to indemnify the Company, in which event You will fully cooperate with the Company in asserting any available defences in the Company's discretion.

13. License to use the Interface and the Infrastructure

1. Contingent upon your ongoing compliance with these T&Cs, the User is granted a personal, worldwide, revocable, non-exclusive, and non-assignable license to use the Interface and the Infrastructure. The only purpose of this license is to allow the User to use and enjoy the Interface and the Infrastructure solely as permitted by these T&Cs.

14. Governing Law and Dispute Resolution

1. These Terms & Conditions, and all claims or causes of action (whether in contract, tort or statute) that may be based upon, arise out of or relate to these T&Cs or the negotiation, execution or performance of these T&Cs (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with these T&Cs or as an inducement to enter into these T&Cs), shall be governed by, and enforced in accordance with, the internal laws of the Federation of Saint Christopher and Nevis, including its statutes of limitations.
2. Any dispute, controversy, or claim arising out of, or in relation to, these Terms & Conditions, including regarding the validity, invalidity, breach, or termination thereof, shall be resolved by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Arbitration Centre in force on the date on which the Notice of Arbitration is submitted in accordance with those Rules. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be Geneve (CH). The language to be used in the arbitral proceedings shall be English.
3. The Parties agree that any dispute is personal to the User and the Interface and that any dispute shall only be resolved by individual litigation and shall not be brought as a class action or any other representative proceeding. The User agrees that a dispute cannot be brought as a class or representative action or on behalf of any other person.
4. In case of dispute, the User shall maintain the confidentiality of any proceedings, including but not limited to any information gathered, prepared, and presented for purposes of the litigation or related to the dispute(s) therein.

15. Privacy Policy

1. All information collected on the Website is subject to the Privacy Policy. By using the Service, You consent to all actions taken with respect to Your information in compliance with the Privacy Policy.

16. Contact

1. In order to address a question, to resolve a complaint regarding the Website or the Company's services, or to receive further information regarding the services, please contact the Company via e-mail at admin@sophosinc.io