Terms of Service
Last modified: March 13, 2023
This Agreement sets forth the terms and conditions governing your access to and use of the Products provided by Minswap Labs (hereafter referred to as “Minswap Labs”, “we”, “our”, or “us”), which include, but are not limited to, https://app.minswap.org, a website-hosted user interface (the “Interface” or “App”).
By accessing or using any of the Products, you are acknowledging that you have read, understood, and agreed to be bound by the terms and conditions of this Agreement in its entirety. If you do not agree with this Agreement, you are not authorized to access or use any of our Products and should not use our Products.
As a condition to accessing or using the Services, you represent and warrant to Minswap Labs the following:
– If you are entering into these Terms as an individual, then you are of legal age in the jurisdiction in which you reside and you have the legal capacity to enter into these Terms and be bound by them;
– If you are entering into these Terms as an entity, then you must have the legal authority to accept these Terms on that entity’s behalf, in which case “you” (except as used in this paragraph) will mean that entity;
– You must not be a resident, citizen or agent of, or incorporated in, and do not have a registered office in Iran, Cuba, North Korea, Syria, Myanmar (Burma), the regions of Crimea, Donetsk or Luhansk, or any other country or region that is the subject of comprehensive country-wide or region-wide economic sanctions. (collectively, “Restricted Territories”);
– You are not the subject of economic or trade sanctions administered or enforced by any governmental authority or otherwise designated on any list of prohibited or restricted parties (collectively, “Sanctioned Person”);
Please be advised that this Agreement contains important provisions that affect your rights. Our Products are only available to you if you fully agree to and abide by the terms of this Agreement.
1.1 The Interface
The Interface is a web or mobile-based platform that facilitates access to a decentralized protocol on the Cardano Blockchain, which enables users to trade compatible digital assets, referred to as the “Minswap protocol” or the “Protocol”. The Interface is separate from the Protocol and is one of the methods, but not the sole means of accessing it. The Protocol includes self-executing smart contracts deployed on the Cardano Blockchain, and Minswap Labs does not control any version of the Protocol on any blockchain network. By using the Interface, you acknowledge that you are not engaging in the purchase or sale of digital assets from Minswap Labs, and we do not operate any liquidity pools.
Traders’ fees for trades are generally credited to liquidity providers for the Protocol or Protocol owned Liquidity. Minswap Labs does not typically provide liquidity into Protocol liquidity pools, and liquidity providers are autonomous third parties.
To access the Interface, you must use non-custodial wallet software that enables interaction with public blockchains. Your relationship with the non-custodial wallet provider is regulated by the applicable terms of service, including those of third-party wallets and Min Wallet under this Agreement. Minswap Labs does not have custody or control over the contents of your wallet, and we cannot retrieve or transfer its contents. By connecting your wallet to our Interface, you accept to be bound by this Agreement and all of its incorporated terms.
1.2 Third Party Services and Content
2.1 Modifications of this Agreement
We reserve the right, at our sole discretion, to modify this Agreement periodically. In the event that we make any significant modifications, we shall notify you by updating the date at the top of the Agreement and by maintaining an updated version of the Agreement at https://minswap.org/terms-of-service. All modifications will take effect once they are posted, and your continued access or use of any of the Products will constitute your acceptance of the modified terms. If you do not agree with any modifications made to this Agreement, you must immediately cease accessing and using all of our Products.
2.2 Modifications of our Products
We reserve the following rights, which do not constitute any obligation on our part: (a) to modify, substitute, eliminate, or add to any of the Products, with or without prior notice to you; (b) to review, modify, filter, disable, delete and remove any and all content and information from any of the Products at our sole discretion.
3.Intellectual Property Rights
3.1 Ownership of IP Rights
Minswap Labs (the “Company”) owns all intellectual property and other rights in each of its Products and respective contents, which include but are not limited to, software, text, images, trademarks, service marks, copyrights, patents, designs, and its “look and feel.” The intellectual property is available under the terms of the Company’s copyright licenses.
Subject to the terms of this Agreement, the Company grants you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use its Products solely in accordance with this Agreement. You acknowledge that you shall not use, modify, distribute, tamper with, reverse engineer, disassemble, or decompile any of the Company’s Products for any purpose other than as expressly permitted pursuant to this Agreement. Except as set forth in this Agreement, you have no rights to any of the Company’s Products, including any intellectual property rights. You acknowledge and agree that the Protocol is not a Product, and the Company does not control the Protocol.
3.3 Third-Party Resources and Promotions
The Company’s Products may contain references or links to third-party resources, including but not limited to, information, materials, products, or services, that the Company does not own or control. Additionally, third parties may offer promotions related to your access and use of the Company’s Products. The Company does not approve, monitor, endorse, warrant or assume any responsibility for any such resources or promotions. If you access any such resources or participate in any such promotions, you do so at your own risk. You acknowledge that this Agreement does not apply to your dealings or relationships with any third parties. You expressly relieve the Company of any and all liability arising from your use of any such resources or participation in any such promotions.
3.4 Additional Rights
The Company reserves the right to cooperate with any law enforcement, court or government investigation or order or third party requesting or directing that the Company disclose information or content that you provide.
4.1 Prohibited Activity
You agree not to engage in, or attempt to engage in, any of the following categories of prohibited activity in relation to your access and use of the Interface:
4.1.1 Intellectual Property Infringement. Activity that infringes on or violates any copyright, trademark, service mark, patent, right of publicity, right of privacy, or other proprietary or intellectual property rights under the law.
4.1.2 Cyberattack. Activity that seeks to interfere with or compromise the integrity, security, or proper functioning of any computer, server, network, personal device, or other information technology system, including, but not limited to, the deployment of viruses and denial of service attacks.
4.1.3 Fraud and Misrepresentation. Activity that seeks to defraud us or any other person or entity, including, but not limited to, providing any false, inaccurate, or misleading information in order to unlawfully obtain the property of another.
4.1.4 Market Manipulation. Activity that violates any applicable law, rule, or regulation concerning the integrity of trading markets, including, but not limited to, the manipulative tactics commonly known as “rug pulls”, pumping and dumping, and wash trading.
4.1.5 Sale of Stolen Property. Buying, selling, or transferring of stolen items, fraudulently obtained items, items taken without authorization, and/or any other illegally obtained items.
4.1.6 Data Mining or Scraping. Activity that involves data mining, robots, scraping, or similar data gathering or extraction methods of content or information from any of our Products.
4.1.7 Objectionable Content. Activity that involves soliciting information from anyone under the age of 18 or that is otherwise harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, discriminatory, or otherwise objectionable.
4.1.8 Any Other Unlawful Conduct. Activity that violates any applicable law, rule, or regulation of your residency or another relevant jurisdiction.
4.1.9: use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access the Services, to extract data, or to introduce any malware, virus, Trojan horse, worm, logic bomb, drop-dead device, backdoor, shutdown mechanism or other harmful material into the Site or the Products;
You acknowledge and agree that: (a) any trades you initiate via any of our Products are unsolicited and solely initiated by you; (b) we have not provided you with any investment advice in connection with any trades, including those initiated through third-party aggregators; and (c) we do not conduct a suitability review of any trades you submit.
4.3 Non-Custodial and No Fiduciary Duties
Each of our Products is a purely non-custodial application, meaning that we never have custody, possession, or control of your digital assets at any time. This further means that you alone are responsible for the custody of cryptographic private keys to your digital asset wallets and must not share your wallet credentials or seed phrase with anyone. We accept no responsibility for, or liability to you, in connection with your use of a wallet and make no representations or warranties regarding how any of our Products will operate with any specific wallet. Moreover, you are solely responsible for any associated wallet, and we are not liable for any acts or omissions by you resulting from your compromised wallet. For clarity, any references to a “wallet” in this Agreement include the Min Wallet.
This Agreement is not intended to, and does not, create or impose any fiduciary duties on us. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are irrevocably disclaimed, waived, and eliminated. You further agree that the only duties and obligations that we owe you are those expressly set out in this Agreement.
4.4 Compliance and Tax Obligations
One or more of our Products may not be suitable for use in your jurisdiction. By accessing or using any of our Products, you agree that you are solely and entirely responsible for compliance with all applicable laws and regulations.
In particular, your use of our Products or the Protocol may lead to various tax consequences, such as income or capital gains tax, value-added tax, goods and services tax, or sales tax in certain jurisdictions. It is your responsibility to determine whether taxes apply to any transactions you initiate or receive and, if so, to report and/or remit the correct tax to the relevant tax authority.
4.5 Release of Claims
You expressly acknowledge and agree that you assume all risks associated with your access and use of any of our Products. Furthermore, you expressly waive and release us from any and all liability, claims, causes of action, or damages arising from or in any way related to your use of any of our Products.
5.1 Assumption of Risks
By accessing and utilizing any of our products, you represent and warrant that you possess adequate technical and financial knowledge to comprehend the inherent risks involved in using cryptographic and blockchain-based systems. You also acknowledge and understand the intricacies of digital assets, including but not limited to Cardano (ADA), stablecoins, and other digital tokens in the Cardano blockchain. You further acknowledge and understand that the markets for these digital assets are nascent and highly volatile due to factors such as adoption, speculation, technology, security, and regulation. You also acknowledge and understand that anyone can create a token, including fake versions of existing tokens and tokens that falsely claim to represent projects.
You specifically acknowledge and accept the risks associated with such tokens and understand that so-called stablecoins may not be as stable as they purport to be, may not be fully or adequately collateralized, and may be subject to panics and runs. Moreover, you understand that smart contract transactions automatically execute and settle, and that blockchain-based transactions are irreversible once confirmed. You acknowledge and accept that the cost and speed of transacting with cryptographic and blockchain-based systems, such as Cardano, are variable and may increase dramatically at any time.
If you act as a liquidity provider to the protocol through the interface, you understand that your digital assets may lose some or all of their value while they are supplied to the protocol through the interface due to the fluctuation of prices of tokens in a trading pair or liquidity pool.
In summary, you acknowledge and agree that we are not responsible for any of these variables or risks, do not own or control the protocol, and cannot be held liable for any resulting losses that you may incur while accessing or using any of our products. Accordingly, you understand and agree to assume full responsibility for all the risks of accessing and using the interface to interact with the protocol.
5.2 No warranties
Each of our products is provided on a “as is” and “as available” basis. To the fullest extent permitted by law, we disclaim any representations and warranties of any kind, whether express, implied, or statutory, including but not limited to, the warranties of merchantability and fitness for a particular purpose. You acknowledge and agree that your use of each of our products is at your own risk. We do not represent or warrant that access to any of our products will be continuous, uninterrupted, timely, or secure; that the information contained in any of our products will be accurate, reliable, complete, or current; or that any of our products will be free from errors, defects, viruses, or other harmful elements. No advice, information, or statement that we make should be treated as creating any warranty concerning any of our products. We do not endorse, guarantee, or assume responsibility for any advertisements, offers, or statements made by third parties concerning any of our products.
Similarly, the protocol is provided “as is,” at your own risk, and without warranties of any kind. Although we contributed to the initial code for the protocol, we do not control your funds, which are in smart contracts deployed on the blockchain. No developer or entity involved in creating the protocol will be liable for any claims or damages whatsoever associated with your use, inability to use, or your interaction with other users of the protocol, including any direct, indirect, incidental, special, exemplary, punitive, or consequential damages, or loss of profits, cryptocurrencies, tokens, or anything else of value. We do not endorse, guarantee, or assume responsibility for any advertisements, offers, or statements made
5.3 No Investment Advice:
We may provide information about tokens sourced from third-party data partners through our features and may include warning labels for certain tokens. However, this information is for informational purposes only and should not be considered investment advice or a recommendation that a particular token is a safe or sound investment. We are not trying to induce you to make any purchase as a result of the information provided, and you alone are responsible for determining whether any investment, investment strategy, or related transaction is appropriate for you.
You agree to hold us and our officers, directors, employees, contractors, agents, affiliates, and subsidiaries harmless from any claims, damages, obligations, losses, liabilities, costs, and expenses arising from your use of any of our Products, your violation of this Agreement or any applicable law, rule, or regulation, any other party’s use of any of our Products with your assistance, or any dispute between you and another user of any of our Products or any of your own customers or users.
5.5 Limitation of Liability:
We, and our officers, directors, employees, contractors, agents, affiliates, and subsidiaries, shall not be liable to you for any indirect, punitive, incidental, special, consequential, or exemplary damages arising out of or in connection with your access or use of any of our Products. We are not responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access or use of any of our Products or the information contained within. We also assume no liability or responsibility for errors, mistakes, or inaccuracies of content, personal injury or property damage resulting from your use of any of our Products, or unauthorized access or use of any secure server or database in our control. Finally, we have no liability for any claims or damages that may arise as a result of any payments or transactions you engage in via any of our Products, or any other payment or transactions you conduct via any of our Products.
5.6 We are not registered with the U.S. Securities and Exchange Commission or any other agency, and we do not act as a broker to execute trades on your behalf. As a result, we do not (and cannot) guarantee market best pricing or best execution through our Products, which trades across liquidity pools on the Protocol only. Any references in a Product to “best price” does not constitute a representation or warranty about pricing available through such Product, on the Protocol, or elsewhere.
We may provide any notice to you using commercially reasonable means, including public communication channels. Any notice provided through public communication channels will be effective upon posting.
If any provision of this Agreement is deemed invalid or unenforceable by a government agency, we will change and interpret the provision to achieve its objectives to the fullest extent permitted by law. The validity or enforceability of any other provision of this Agreement will not be affected.
6.1 Entire Agreement
These terms constitute the entire agreement between you and us with respect to the subject matter hereof. This Agreement supersedes any and all prior or contemporaneous written and oral agreements, communications and other understandings (if any) relating to the subject matter of the terms.
You may not assign or transfer this Agreement, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer this Agreement without our prior written consent shall be null and void. We may freely assign or transfer this Agreement. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.