Terms of Service for Consortium Key

Effective Date: October 3, 2024

1. Services

1.1. Consortium Key provides a trading platform that facilitates decentralized exchanges across multiple blockchain networks. Our services include a Swap Function that utilizes third-party decentralized exchanges (DEXs).

1.2. We do not provide custody services. Users retain full control of their digital assets at all times. Our platform facilitates trades, swaps, and withdrawals without taking custody of user assets.

2. Eligibility

2.1. You must be at least 13 years old to use our services. By using the Platform, you represent and warrant that you are at least 13 years old.

3. User Responsibilities

3.1. You are solely responsible for maintaining the security of your digital assets, including the safekeeping of private keys and wallet information.

3.2. You are solely responsible for all trading decisions and outcomes when using our platform. Consortium Key does not guarantee profits or bear responsibility for any losses incurred through trading.

3.3. You are responsible for understanding the risks associated with cryptocurrency trading and blockchain technology.

4. Prohibited Activities

You agree not to engage in any of the following prohibited activities in connection with the Services:

4.1. Violate any applicable laws, regulations, or these Terms.

4.2. Infringe on the intellectual property rights of Consortium Key or any third party.

4.3. Use the Services for any illegal activities, including money laundering, terrorist financing, or other financial crimes.

4.4. Attempt to gain unauthorized access to the Services, other users' accounts, or any part of our systems or networks.

4.5. Interfere with or disrupt the integrity or performance of the Services or third-party data contained therein.

4.6. Engage in any form of market manipulation, including but not limited to wash trading, spoofing, or layering.

4.7. Provide false, inaccurate, or misleading information.

4.8. Use the Services to conduct financial activities subject to registration or licensing without appropriate permissions.

4.9. Attempt to deceive or defraud Consortium Key or other users of the Services.

4.10. Use the Services in any manner that could damage, disable, overburden, or impair the functioning of the Services.

4.11. Attempt to reverse engineer, decompile, or otherwise try to derive source code from the Services.

4.12. Encourage or induce any third party to engage in any of the activities prohibited under this section.

4.13. Use any robot, spider, crawler, scraper, or other automated means or interface not provided by us to access the Services or to extract data.

4.14. Impersonate or misrepresent your affiliation with any person or entity.

4.15. Introduce or attempt to introduce viruses, Trojan horses, worms, logic bombs, or other harmful or malicious code into the Services.

4.16. Harvest or collect email addresses, phone numbers, or other contact information of other users from the Services by electronic or other means.

4.17. Buy, sell, or transfer stolen cryptocurrencies or digital assets, or any digital assets that you do not rightfully own or have the right to transfer.

4.18. Use the Services in any way that is defamatory, obscene, threatening, harassing, or otherwise unlawful.

4.19. Attempt to circumvent any content-filtering techniques we employ, or attempt to access areas or features of the Services that you are not authorized to access.

4.20. Upload or transmit (or attempt to upload or transmit) any material that acts as a passive or active information collection or transmission mechanism, including, without limitation, clear graphics interchange formats ("gifs"), 1×1 pixels, web bugs, cookies, or other similar devices.

Consortium Key reserves the right to investigate and take appropriate legal action against anyone who, in Consortium Key's sole discretion, violates this provision, including without limitation, removing the offending content from the Services, suspending or terminating the account of such violators, and reporting you to the law enforcement authorities.

5. Compliance with Laws

5.1. General Compliance: You agree to comply with all applicable domestic and international laws, statutes, ordinances, and regulations regarding your use of our Services and your trading activities. Consortium Key is committed to complying with all applicable laws and regulations, and expects its users to do the same.

5.2. Sanctions Compliance: You represent and warrant that neither you nor any individual or entity that owns or controls you is subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government, the European Union or its Member States, or other applicable government authority.

5.3. Anti-Money Laundering (AML) and Counter-Terrorist Financing (CTF): You agree to comply with all applicable anti-money laundering and counter-terrorist financing laws and regulations. You represent and warrant that the cryptocurrencies or other funds you use in connection with our Services are not derived from or related to any unlawful activities.

5.4. Tax Compliance: You are solely responsible for determining what, if any, taxes apply to your cryptocurrency transactions. Consortium Key is not responsible for determining the taxes that apply to your transactions.

5.5. Regulatory Compliance: You understand and agree that Consortium Key may be required to comply with various regulatory requirements, which may include obtaining certain information from you or restricting your access to certain Services based on your location or other factors.

5.6. Reporting of Violations: If you suspect or become aware of any violations of applicable laws or regulations in connection with our Services, you agree to promptly notify Consortium Key.

5.7. Consequences of Non-Compliance: Consortium Key reserves the right to refuse to perform or continue to perform any Services, restrict or terminate your access to the Services, or take any other actions we deem appropriate, without notice, if we suspect or determine, in our sole discretion, that you are not complying with any applicable laws or regulations.

6. Fees

Consortium Key charges fees for the use of our Services. The current fee structure can be found on our website or within the platform. We reserve the right to change our fee structure at any time without prior notice. It is your responsibility to check our fee structure regularly. Any changes to our fee structure will be effective immediately upon implementation. Your continued use of our Services after any fee change constitutes your agreement to pay the modified fees. All fees are due immediately and are non-refundable.

7. Refund Policy

Consortium Key maintains a strict no-refund policy. All fees paid for our Services are non-refundable. This includes, but is not limited to, any transaction fees, subscription fees, or any other charges associated with the use of our platform. By using our Services, you acknowledge and agree that all payments are final and that no refunds will be issued under any circumstances.

8. Intellectual Property and Content Ownership

8.1. User Content: You retain all rights to any content that you submit, post, or display on or through the Platform ("User Content"). By submitting, posting, or displaying User Content on or through the Platform, you grant us a worldwide, non-exclusive, royalty-free license to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute such User Content in any and all media or distribution methods.

8.2. Responsibility for User Content: You are solely responsible for your User Content and the consequences of submitting and publishing your User Content on the Platform. You affirm, represent, and warrant that: a) You own or have the necessary licenses, rights, consents, and permissions to use and authorize Consortium Key to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Content. b) Your User Content does not violate any third-party rights, including but not limited to intellectual property rights and privacy rights. c) Your User Content does not contain any material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense.

8.3. Content Removal: We reserve the right to remove any User Content that violates these Terms or is otherwise objectionable at our sole discretion.

8.4. No Endorsement: We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any User Content or endorse any opinions expressed in the User Content.

8.5. Feedback: If you provide any ideas, suggestions, or recommendations regarding our Platform ("Feedback"), Consortium Key shall own all right, title, and interest in and to the Feedback and shall be entitled to use the Feedback without restriction.

9. Disclaimer of Warranties

THE SERVICES AND ALL ACCOMPANYING MATERIALS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. NEITHER CONSORTIUM KEY NOR ANY PERSON ASSOCIATED WITH CONSORTIUM KEY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES.

WITHOUT LIMITING THE FOREGOING, NEITHER CONSORTIUM KEY NOR ANYONE ASSOCIATED WITH CONSORTIUM KEY REPRESENTS OR WARRANTS THAT THE SERVICES OR ACCOMPANYING MATERIALS WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SERVICES OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

CONSORTIUM KEY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

10. Limitation of Liability

IN NO EVENT SHALL CONSORTIUM KEY, NOR ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (I) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (II) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES; (III) ANY CONTENT OBTAINED FROM THE SERVICES; AND (IV) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

11. Indemnification

You agree to defend, indemnify and hold harmless Consortium Key and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees), resulting from or arising out of a) your use and access of the Platform, by you or any person using your account and password; b) a breach of these Terms, or c) Content posted on the Platform.

12. Arbitration

Any dispute arising out of or relating to this Agreement, including its formation, interpretation, breach, or termination, shall be finally resolved by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The seat of arbitration shall be Wilmington, Delaware, but hearings may be held in a location mutually agreed upon by the parties or determined by the arbitrator(s). The arbitration shall be conducted by one arbitrator, unless the amount in controversy exceeds $1 million, in which case it shall be conducted by a panel of three arbitrators. The arbitration shall be conducted in the English language. The arbitrator(s) shall have experience in complex commercial disputes, preferably with knowledge of blockchain technology and financial markets. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The prevailing party shall be entitled to reasonable attorney's fees, costs, and necessary disbursements in addition to any other relief to which such party may be entitled.

13. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect.

14. Changes to Terms

Consortium Key reserves the right to modify these Terms at any time without prior notification. Any changes to these Terms will be effective immediately upon posting the revised Terms on our website. Your continued use of our Services after any changes to these Terms constitutes your acceptance of the modified Terms. It is your responsibility to regularly review these Terms to stay informed of any updates.

15. Assignment of Rights

You may not assign or transfer these Terms, by operation of law or otherwise, without Consortium Key's prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and void. Consortium Key may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

16. Force Majeure

Consortium Key shall not be liable for any failure or delay in the performance of its obligations under these Terms to the extent such failure or delay is caused by events beyond our reasonable control, including but not limited to natural disasters, acts of government, civil unrest, acts of terror, strikes or other labor problems, power failures, network or infrastructure failures, software malfunctions, blockchain network congestion or failure, or any other events or circumstances beyond our reasonable control. In such events, our obligations hereunder shall be suspended for the duration of such force majeure event.

17. Copyright Infringement Policy

Consortium Key respects the intellectual property rights of others and expects users of the Services to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement, please provide our copyright agent with the following information:

17.1. A physical or electronic signature of the copyright owner or a person authorized to act on their behalf;

17.2. Identification of the copyrighted work claimed to have been infringed;

17.3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;

17.4. Your contact information, including your address, telephone number, and an email address;

17.5. A statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;

17.6. A statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Our designated copyright agent for notice of alleged copyright infringement can be reached at: copyright@consortiumkey.com

18. Enterprise Services

Consortium Key may offer Enterprise Services to certain users. These services are subject to separate terms and conditions, which will be provided to Enterprise users upon request or at the time of service initiation. Enterprise Services may include custom features, dedicated support, or other specialized offerings not available to standard users. The use of Enterprise Services is subject to additional fees and requirements, which will be specified in the Enterprise Service agreement.

19. Contact Us

If you have any questions about these Terms, please contact us at tos@consortiumkey.com