Terms of Use

Updated: October 6, 2023

We are excited that you would like to use Transaction Assembly, Inc’s (“Transaction Assembly”, “we”, “us” or “our”) ODOS Service, as defined in Section 1.1 below to exchange digital tokens (“Tokens”) on certain blockchains, including Ethereum, Arbitrum, Base, Optimism, Linea, Scroll, Mantle, zkSync Era, Mode, Avalanche, Fantom, Polygon and BNB Chain. Please read these Terms of Use (these “Terms”) carefully as they govern your use of the Service.

By clicking on the “I agree” button or checking the acceptance box or signifying acceptance through any other means we make available to you:

1. You acknowledge that you have read, understand, and agree to be bound by these terms, which incorporates by this reference, any other policies or guidelines posted on http://docs.odos.xyz/policy/ (the “site”, and such policies and guidelines collectively, the “additional policies”);

2. If you will be using the service on behalf of any entity or person other than yourself, you represent that you have the authority to enter into these terms, on behalf of such entity or other person, and to bind such entity or other person to these terms; and

3. You represent and warrant that your use (including, if applicable, your use on behalf of any entity or other person) of the service will not violate any united states laws or any applicable foreign laws and you (including, if applicable, the entity or other person on whose behalf you will be using the service) complies with the conditions of use set forth in section 2 below.

These terms also contain an agreement to arbitrate in section 14.1 below which will require you to submit claims against us to binding and final arbitration.

If you do not agree to all of these terms or you do not have the necessary authority to accept these terms on behalf of the entity or other person with respect to whom you will be using the service, you should not accept these terms and you may not use the service. Any use of the service that does not comply with these terms is unauthorized and unlawful.

1. Service

1.1. Transaction Assembly, develops, operates and provides its proprietary online application known as, “ODOS”, including application programming interfaces (collectively, “ODOS Service”, “ODOS”, or “Service”), that enables you to exchange or trade (“Swap”) Tokens in your digital wallet (“Wallet”) for other Tokens at the best Token prices or rates on select blockchains. You can see the full list of blockchains for which the Service currently supports Token Swaps here https://app.odos.xyz

1.2. Transaction Assembly does not possess or hold any of your Tokens at any time but solely provides an aggregator Service that allows you to view the best rates for Token Swaps on certain third party cryptocurrency decentralized exchanges (each, a “Third Party Decentralized Exchange” or “Third Party DEX”).

1.3. When you click “Swap”, you are using the Service to place an order for Swapping your Tokens into other Tokens and the order is then executed by the applicable Third Party DEXs (each, executed Swap, a “Transaction”). You can see the full list of Third Party DEXs the Service currently connects with here http://app.odos.xyz.

1.4. To use the Service, you will need to connect your digital wallet (“Wallet”) to the Service. You may, at any time, log off your Wallet from the Service. While Transaction Assembly uses reasonable measures to protect the security and integrity of the Service and Site, you are solely responsible for ensuring the security of your Wallet (such as, but not limited to, keeping your Wallet locked when not in use). You can see the full list of third party Wallet solutions that you may use with the Service here http://app.odos.xyz.

1.5. The price indicated in the “To” field for the Swap is the price of the Swap at the time you initiate an order for the Swap (“Expected Price”). You understand that due to the volatility of trading cryptocurrencies in the period of time between placing an order for, and executing, that Swap, the price at which the Swap is executed (“Executed Price”) may not be the same as the Expected Price. Transaction Assembly does not control the difference between the Expected Price and the Executed Price of any Transaction (“Slippage”). However, the Service dashboard shows you a “Minimum Received” field which is the price below which your Swap order will not be authorized to be executed.

1.6. You acknowledge and agree that Transaction Assembly may collect Positive Slippage (as defined below), if any, on each Transaction as consideration for providing the Service. You also acknowledge and agree to pay any fees charged by third parties for each completed Swap, including Third Party DEX fees and “gas” charges. “Positive Slippage” means, with respect to a Transaction, the difference between the Expected Price and the Executed Price when the Executed Price is lower than the Expected Price for that Transaction.

1.7. You acknowledge and agree that Transaction Assembly collects a fee for some services, including multi-token swaps.

1.8. You understand that the Service does not facilitate the storage or sending of any fiat currency.

2. Pre-Conditions of Use

2.1. You acknowledge and agree that your access to, and use of the Service, is subject to the following pre-conditions:

2.1.1. You may not access or use the Service if you are sanctioned or barred by the United States, or are a citizen or resident of a state, country, territory or other jurisdiction that is embargoed by the United States;

2.1.2. You may not access or use the Service if you are subject to sanctions or otherwise designated on any list of prohibited or restricted parties or excluded or denied persons, including but not limited to the lists maintained by the United Nations Security Council, the European Union or its Member States, or any other government authority;

2.1.3. You may not access or use the Service in any jurisdiction or country if it would be contrary to the law of that jurisdiction or if it would subject us to the laws of, or any registration requirement in, such jurisdiction;

2.1.4. You may not access or use the Service to violate or contribute to or facilitate any illegal activity;

2.1.5. We reserve the right to implement technical measures to limit the availability of our Service to any person, geographic area, or jurisdiction, at any time and at our sole and absolute discretion. You must not use any software or networking techniques, including use of a Virtual Private Network (VPN), to modify your internet protocol address or otherwise circumvent or attempt to circumvent any technical measures we implement.

2.1.6. You may not to access or use the Service using any technology for the purposes of circumventing these Terms.

3. Prohibited Uses

Without limiting any other prohibitions in these Terms (including in Section 2), you are prohibited from using the Service, Site or its content:

i. for any unlawful purpose, including using manipulative tactics commonly known as spoofing and wash trading, or gambling;

ii. to solicit others to perform or participate in any unlawful acts;

iii. to violate any international, federal, provincial, or state regulations, rules, laws, or local ordinances;

iv. to infringe upon or violate our intellectual property rights or the intellectual property rights of others;

v. to defraud any person or entity, including providing any false, inaccurate, or misleading information in order to unlawfully obtain the property of another;

vi. to upload or transmit viruses 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 Service or Site or any third party’s services or websites;

vii. to collect or track the personal information of others; or

viii. to spam, phish, pharm, pretext, spider, crawl, or scrape; or to interfere with or circumvent the security features of the Service or Site or any third party’s services or websites.

4. Suspension, Restriction and Discontinuation

We may suspend or restrict your access to any or all of the features of the Service, and/or block or bar any Transactions of yours conducted using the Service, if:

i. we are so required by a subpoena, court order, or binding order of a government authority, or under any applicable law;

ii. you breach these Terms, including any provisions of Sections 2 or 3; or

iii. we determine to do so for any legal or regulatory reasons at our sole discretion. We may discontinue providing all or a portion of the Service at any time at our sole discretion.

5. Authorization

By using the Service, including connecting your Wallet and clicking “Swap”, you acknowledge and hereby consent, authorize and direct Transaction Assembly to act on your behalf as your agent to:

i. retrieve and display your Wallet information on the Service and disclose such information to relevant third parties to process your order and complete your Swaps;

ii. place orders for, and complete, your Swaps with applicable Third Party DEXs;

iii. instruct applicable Third Party DEXs to execute your Swaps and process related Transactions; and

iv. retrieve your Transaction history.

6. Proprietary Rights

6.1. The features and functionality contained on the Service and Site are the property of Transaction Assembly, its licensors, or others and are protected by applicable U.S. copyright, patent and trademark laws and international conventions. You understand and agree that all rights and licenses not expressly granted to you in these Terms are reserved by Transaction Assembly.

6.2. Unless authorized in writing by Transaction Assembly, you may not copy, modify, adapt, rent, license, sell, publish, distribute, or otherwise permit any third party to access or use the Service or Site. Subject to your strict compliance with these Terms, Transaction Assembly grants you a limited, non-exclusive, non-transferable and revocable license to use the Service and Site for your personal purposes only. Use of the Service or Site for any purpose not expressly permitted by these Terms is strictly prohibited.

6.3. If you provide any suggestions, ideas, feedback, or recommendations to us regarding the Service or Site (including any information or content on the Service or Site) (collectively, “Feedback”) then we may use such Feedback for any purpose, provided we will not associate such Feedback with you. So that we may incorporate Feedback into our products and services, you hereby grant us and our affiliates a worldwide, irrevocable, royalty free, non-exclusive, sublicensable and transferable license under all intellectual property rights in and to the Feedback for any purpose and you hereby irrevocably and unconditionally grant such Feedback and all such rights to us free of charge and on a non-confidential basis. To the extent permitted by applicable laws, you hereby waive any moral rights or rights of publicity or privacy you may have in the Feedback.

6.4. You acknowledge that third party websites and services that facilitate Swaps through the Service are owned and operated by third parties and are not proprietary to Transaction Assembly. You further acknowledge that smart contract protocols operating on blockchains that facilitate Swaps through the Service are open source software and are not proprietary to Transaction Assembly.

7. Disclaimers

7.1. Disclaimer regarding cryptocurrencies and blockchain technology

7.1.1. You acknowledge that cryptocurrencies are based on blockchains, an emerging technology that may be at risk of failure, bugs, malfunctions, breakdown, evolution or disruption.

7.1.2. Cryptocurrencies operate on a network without intermediaries and do not benefit from legal tender, unlike currencies issued by central banks.

7.1.3. The legal framework of cryptocurrencies vary according to the jurisdiction in which you are located.

7.1.4. Cryptocurrencies may be banned or subject to a regulatory framework that could significantly or totally lower its value.

7.1.5. Cryptocurrencies are digital assets whose value is not inherently guaranteed and depends on markets that may not be subject to regulation or oversight by any governmental authority.

7.1.6. You are exposed to high risks of loss in the event of a drop of cryptocurrencies' value.

7.2. Disclaimers regarding the service and our site

7.2.1. To the maximum extent permitted under applicable law, the service and site, and all links, information, content or functionality made available on, or provided via, the service or site, is provided on an “as is”, “where is” and “as available” basis, and we expressly disclaim any representations, conditions or warranties of any kind, whether express, implied, statutory, or otherwise in law, course of dealing, or usage of trade, including the implied warranties of merchantability, fitness for a particular purpose, satisfactory quality, title, security, availability, reliability, accuracy, quiet enjoyment or the non-infringement of third party rights.

7.2.2. Without limiting section 7.2.1, we do not represent or warrant that the service or site, or any link, information, content or functionality, made available on, provided via, the service or site, will be uninterrupted, available at any particular time, error-free, or that any errors will be corrected.

7.2.3. The service and site may be subject to cyber-attacks (malware, denial of service attacks, sybil, consensus-based attacks, etc.) and hacking in the course of the whole process from transmitting your order for a swap via the service to the third party services to its execution and the validation of your transaction on the blockchain.

7.3. Disclaimers regarding third party services, information, and links

7.3.1. You are aware that we rely on third party DEXs as sources of information regarding the price or rate for swapping tokens via the service and we have the right to choose, change and remove, at our sole discretion, any third party DEXs and any information provided by any third party DEX.

7.3.2. We are not responsible for the quality, accuracy, timeliness, currentness, completeness or reliability of any third party DEXs (including any information sourced from third party DEXs) or any other third party services (such as, but not limited to, third party wallet solutions), made available on, or provided to you via, the service or site. You are obligated to collect sufficient information and keep yourself well informed before swapping any tokens using the service or site. You acknowledge and agree that your use of third party DEXs or any other third party services made available on, or provided to you via, the service or site may also be subject to the terms and conditions of use for such third party DEXs and other third party services, as applicable, including terms of use, privacy policies, and know your customer policies of such third parties.

7.3.3. If the service contains links to websites provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the content of those websites, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to the service, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

7.3.4. Your use of the service, site, or of any link on the service or site, is at your own risk. You understand and agree that any link, information, content or functionality, made available on, or accessed via, the service or site, is subject to change at any time without notice to you. We do not warrant that the service, site, or any link, information, content or functionality, made available on, or accessed via, the service or site, or any use of the foregoing, will meet your needs or expectations.

8. Exclusive remedy

If for any reason you are dissatisfied with the service, site, or any link, information, content or functionality, made available on, or accessed via, the service or site, or any use of the foregoing, you agree that, to the maximum extent permitted by applicable law, your sole and exclusive remedy will be to discontinue accessing and using the service and site.

9. Limitation of liability

9.1. To the maximum extent permitted by applicable law, Transaction Assembly will not be liable to you or anyone else, for any indirect, incidental, special, consequential, punitive or exemplary damages, or for loss of profits, sales, business opportunities, revenues, goodwill, reputation, data use, or data, even if we or our licensors, suppliers, or service providers have been advised of the possibility of such damages, and whether based on a breach of contract or warranty, or negligence, misrepresentation or other tort, or on any other legal or equitable theory, arising out of or relating to these terms or the service, site, or any link, information, content or functionality, made available on, or accessed via, the service or site, or your use of any of the foregoing.

9.2. To the maximum extent permitted by applicable law, in no event will the aggregate cumulative liability of Transaction Assembly for any and all damages suffered by you or anyone else, arising out of or relating to these terms, or the service, site, or any link, information, content or functionality, made available on, or accessed via, the service or site, or your use of any of the foregoing, whether based on a breach of contract or warranty, or negligence, misrepresentation or other tort, or on any other legal or equitable theory, exceed the amount of positive slippage received by Transaction Assembly for the specific transaction giving rise to the liability converted into U.S. Dollars based on the selling market price on coinbasepro.com prevailing on the date and time of your transaction for the token you offered to swap in that transaction.

10. Exclusions

Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations in sections 7, 8 and 9 above may not apply to you.

11. Indemnification

You agree to defend, indemnify, and hold harmless Transaction Assembly and its affiliates, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, service providers, successors and assigns, from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your use of the service or site, including any link, information, content or functionality, made available on, or accessed via, the service or site, or your violation of these terms or the terms, conditions, or policies of any third party with respect to the third party DEXs or other third party services you use via the service or site.

12. Limitation on time to file claims

Any cause of action or claim you may have arising out of or relating to these terms or the service, site, or any link, information, content or functionality, made available on, or accessed via, the service or site, or your use of any of the foregoing, must be commenced within one (1) year after the cause of action accrues; otherwise, you agree that such cause of action or claim shall be treated as permanently barred.

13. Governing law

These terms shall be governed by and construed in accordance with the laws of the state of California, without giving effect to: (a) any principles of conflicts of law or (b) the uniform computer information transactions act, as enacted in any jurisdiction in the united states.

14. Dispute resolution

14.1. Except as otherwise specified below, you and Transaction Assembly agree to arbitrate any and all disputes in any way arising out of or relating to these terms or the service, site, or any link, information, content or functionality, made available on, or accessed via, the service or site, or your use of any of the foregoing, by final and binding arbitration as set forth below. The arbitration will be heard at jams offices in Santa Clara county, California in accordance with jams' streamlined arbitration rules and procedures in effect at the time of the arbitration. All proceedings will be held and a transcribed record prepared in English. The number of arbitrators shall be one (1). The seat, or legal place, of arbitration shall be as indicated above. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorney’s fees and reasonable costs for expert and other witnesses, and judgment on such award may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing nothing in these terms will be deemed to prevent us from seeking injunctive relief (or any other provisional remedy) from any court of competent jurisdiction as necessary to protect our rights pursuant to these terms or our proprietary rights, including intellectual property rights. The prevailing party in any suit will recover its reasonable attorney's fees and costs, including expert costs, from the other party. The parties agree to keep all aspects of the arbitration proceeding, including the award of the arbitrator and compliance therewith, confidential unless otherwise required by applicable law.

14.2. You waive all rights to bring a class action against Transaction Assembly, or to serve as a representative of a class in a class action against us, whether in arbitration or in court.

14.3. You waive all rights to a jury trial.

14.4. In the event of any dispute concerning the construction or meaning of these terms, reference will be made only to these terms as written in English and not to any translation into another language.

15. Changes

We reserve the right, at our sole discretion, to change, modify, add, or remove portions of these terms (including any additional policy) at any time. All changes to these terms (including any additional policy) are effective immediately when we post them on our site. Your continued use of the service following the posting of changes to these terms (including any additional policy) will mean you accept and agree to those changes. Please check these terms and each additional policy regularly for changes so you are aware of any changes, as they are binding on you.

16. Miscellaneous

These terms constitute the entire agreement between you and Transaction Assembly regarding your use of the service, site, or any link, information, content or functionality, made available on, or accessed via, the service or site, and supersedes and replaces any prior written or oral agreements regarding the foregoing. Our failure to exercise or enforce any right or provision in these terms shall not operate as a waiver of such right or provision. If any provision contained in these terms is, for any reason, held to be invalid or unenforceable, the other provisions of these terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. As used in these terms, the word “including” means “including but not limited to.” section headings used herein are for convenience only and shall not be given any legal import. You agree that these terms will not be construed against Transaction Assembly by virtue of having drafted them. Neither the rights nor obligations arising under these terms are assignable by you, and any such attempted assignment or transfer shall be void and without effect. We may assign these terms without restriction.

16. Contact information

If you have any questions about these terms, please contact us by e-mail at [email protected] marking the message “Attention: Terms of Use”

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