TERMS OF USE

Last updated: January 25 2022

Thank you for visiting ux.xyz. By visiting, accessing, or using ux.xyz and associated site links, protocol, application program, interface or mobile applications (“Site”), You or the company or other legal entity you represent (“User” or “You”) consent to the Terms of Service (the “Terms”) entered into between the Umee Foundation ( “the team”, “we,” “us” and “our”) and You, and constitutes a binding legal agreement, so please read them carefully. By accessing or using our Services (defined below), you accept and agree to be legally bound by and to comply with these Terms. If You do not agree to these Terms, do not access or use the Services.

UX is a decentralized blockchain designed to enable cross chain functionalities and create Decentralized Finance use cases (the “Services”). By accessing or using our Services, You agree that the team are the developers of a decentralized protocol for users to access and utilize solely in compliance with Applicable Law (defined below). UX operates in an autonomous fashion on a decentralized network and, as a result, the team have no control over user transactions. You accordingly acknowledge that you use the Services at your own risk and agree that the team will not be responsible for any losses that occur as a result of your use of the Services.

The Site provides a user interface tool to enable users to interact and experiment with the Services for informational and educational purposes only. The team does not intermediate any such use or access to the blockchain and therefore You are responsible for complying with Applicable Law in connection with your use thereof.

We reserve the right to change or modify the terms and conditions contained in the Terms, including but not limited to any policy or guideline of the platform, at any time and at our sole discretion. We will provide notice of these changes by posting the revised Terms and changing the "Last updated" date at the top of the Terms, or by any other means as determined by us at our sole discretion. Any changes or modifications will be effective immediately upon posting the revisions to the Site or at the instant that we transmit the information. These changes will apply at that instant to all then current and subsequent uses or Services.

You waive any right You may have to receive specific notice of such changes or modifications. Your continued use of this platform acts as acceptance of such changes or modifications. If You do not agree to the Terms in effect when You access or use the platform, You must stop using our Services. We encourage You to frequently review the Terms to ensure that You understand the terms and conditions that apply to your access to, and use of, the Services. If You have any questions regarding the use of the Site, please contact support@umee.cc.

The Terms and any terms expressly incorporated herein apply to your access to, and use of, any Services. The Terms do not alter in any way the terms or conditions of any other agreement You may have with the team for products, services or otherwise. If You are using the Service on behalf of any entity, You represent and warrant that (a) such legal entity is duly organized and validly existing under the Applicable Laws of the jurisdiction of its organization and (b) You are authorized to accept the Terms on such entity’s behalf and that such entity agrees to be responsible to us if You violate the Terms.

You should read the Terms, and any document referred to in them very carefully. If there is anything that You do not understand in the Terms and any document referred to herein, you should discuss this matter with us and seek the necessary clarification.

Any formal communication with You will, unless otherwise agreed, be made in the English language. In the event of any discrepancy between the English language version of the Terms or any such communications and any translation of the Terms or such communications (as applicable) in a foreign language, the respective English version shall prevail.

ELIGIBILITY AND PROHIBITION OF USING OUR SERVICES

The Services are intended solely for Users who are 18 or older. By accessing or using our Services, You represent and warrant that You are at least 18 years old. You also represent and warrant that You are not on any trade or economic sanctions lists, such as the United Nations Security Council Sanctions List, the Office of Foreign Asset Control of the U.S. Department of the Treasury’s Specially Designated and Blocked Persons List, nor restricted or prohibited from engaging in any type of trading by the European Union, Hong Kong Monetary Authority, Hong Kong Customs and Excise Department, Office of Foreign Asset Control as well as other administrative law enforcement agencies. In addition, You represent that you are not located in, organized in, or a resident of United States, Cuba, Iran, Syria, North Korea, the Crimea region, Venezuela, or any other jurisdiction where any domestic or foreign law, rule, statute, regulation, by-law, order, protocol, code, decree, or other directive, 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 UX, the team, You, the Site or the Services, or as otherwise duly enacted, enforceable by law, the common law or equity (“Applicable Law”) prohibits you from accessing or using the Services; and you represent that you are not be named on.

DESCRIPTION OF OUR SERVICES

UX provides a decentralized protocol on its website that allows users to access and use the protocol. The Service is provided “as is” and on an “as available” basis. We give no warranty that the Service will be free of defects and/or faults. To the maximum extent permitted by the law, we provide no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality. The Service is for information purposes only, and nothing on the Website should be construed as investment, tax, legal, accounting or other advice.

Accuracy: While we have made every effort to ensure the accuracy of the information on our website, the information and content on the website is subject to change without notice and is provided for the sole purpose of assisting Users to make independent decisions. We have taken reasonable measures to ensure the accuracy of the information on the website; however, we do not guarantee the accuracy, suitability, reliability, completeness, performance and/or fitness for purpose of the content of any Services or products available through the website, and will not accept liability for any loss or damage that may arise directly or indirectly from the content or your inability to access the Site, for any delay in or failure of the transmission or the receipt of any instruction or notifications sent through our platform. We will not have any liability for the use or interpretation of such information.

You acknowledge and consent that the Services are provided by us according to its current technological capacity and other conditions. While we have made every effort to ensure continuity and security of the Services, we are unable to completely foresee and hedge legal, technological and other risks including but not limited to force majeure, virus, hacker attack, system instability, flaw in third-party services, act of government, etc. that may result in service interruption, data loss and other losses and risks.

The team shall not ask for any password or private keys from our Users, nor shall we ask Users to transmit any funds, VFAs or VFAs addresses, as applicable, that are not listed on the platform. We shall not be responsible for any losses caused by transmitting funds, VFAs or VFAs addresses, as applicable, that are not listed on the platform.

You assume, and agree that the team will have no responsibility or liability for any risks associated with accessing or using the Services. You hereby irrevocably waive, release and discharge all claims, whether known or unknown to you, against the team, its affiliates and their respective shareholders, members, directors, officers, employees, agents and representatives related to any of the risks set forth herein.

DESCRIPTION OF OUR SERVICES

We grant You a nonexclusive license, subject to the Terms, to access and use our website and Services.

USER OBLIGATIONS

Users must not use this website or Services in any way that causes, or may cause, damage to this site or impairment of the availability or accessibility of this website; or in connection with any illegal fund payment and settlement including but not limited to payment by illegal means or any unlawful, illegal, fraudulent or harmful purpose or activity under applicable laws and regulations. Users agree to indemnify and hold UX, and their officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees), made against UX by any third party due to or arising out of or in connection with Users’ use of this website or Services.

Users are prohibited in any form from utilizing the Site to engage in illegal activities. Without the authorization or permission of UX, the User shall not use any of the commercial activities in the name of this Site or in any form of the Site as a place, platform or medium for engaging in commercial activities.

Users shall comply with all laws and regulations, and bear the responsibility and legal consequences of any their own actions involving the Site and Services. In addition, Users shall not infringe the legitimate rights and interests of any third party. Additionally, if UX suffered losses as a result of Your actions, UX have the right to recover losses from the User via legal actions or other means.

CHANGE, INTERRUPTION, TERMINATION, AND DISCONTINUANCE OF SERVICES

Service Change and Interruption: We may change the Service and/or may also interrupt, suspend or terminate the service at anytime with or without prior notice.

Service Discontinuance and Termination: we reserve the right, in our sole discretion, to discontinue or terminate the services provided to you without notice, temporarily or permanently, including, but not limited to, the following cases:

• If you violate the relevant laws and regulations or this agreement or any Applicable Law;
• If required by any provisions of the laws and regulations, as well as the requirements of relevant government authorities;
• Provide misleading, deceiving or wrongful information;
• Post information or communications on the Site and/or Services that are harassing, hateful, threatening, discriminatory, libelous, defamatory, profane, fraudulent, deceptive, pornographic, indecent, vulgar, suggestive, bigoted, or otherwise objectionable, in our sole discretion;
• For security reasons or other necessary circumstances.

COMPLIANCE WITH YOUR LOCAL LAWS

Regarding the prevention of terrorist financing and anti-money laundering (AML), we will work with local authorities. When using our Services, You acknowledge that your actions are in a legal and proper manner.

PRIVACY POLICY

Please refer to our Privacy Policy.

INDEMNITY

You shall indemnify us and our agents (if any), employees, officers, directors, affiliates, subsidiaries and successors, and hold them harmless from and against all third-party claims except those resulting solely from our breach of the Terms.

DISCLAIMER

The team is a developer of the Site and Services. The team does not take custody of any digital assets nor does it run as a financial institution. All transactions that happen on the UX blockchain are solely executed in a decentralized manner with no centralized control by any team or individual. The team shares no control, oversight in regards to any transactions processed by the UX blockchain.

You are in sole responsibility for complying with all laws and regulations applicable to your activities interacting with the Site and Services, including but not limited to, the Commodity Exchange Act and the regulations promulgated thereunder by the U.S. Commodity Futures Trading Commission (“CFTC”), the federal securities laws and the regulations promulgated thereunder by the U.S. Securities and Exchange Commission (“SEC”), and the Bank Secrecy Act and the regulation promulgated thereunder by the U.S. Department of Treasury Financial Crimes Enforcement Network (“FinCEN”).

You understand that UX is not registered or licensed by the CFTC, SEC, FinCEN or any financial regulatory authority. No financial regulatory authority has reviewed or approved the use of the Services.

Under Applicable Law, to the maximum extent permitted the Services provided by or on behalf of us are provided on an “AS IS” and “AS AVAILABLE” basis; we disclaim, and you hereby waive, any representations, conditions or warranties of any kind, whether express or implied, legal, statutory or otherwise, or arising from statute, otherwise in law, course of dealing, or usage of trade, including, without limitation, the implied or legal warranties and conditions of merchantability, merchantable quality, quality or fitness for a particular purpose, title, security, availability, reliability, accuracy, quiet enjoyment and non-infringement of third party rights. Without limiting the foregoing, we do not represent or warrant that the Services (including any data relating thereto) will be uninterrupted, available at any time or error-free. Further, we do not warrant those errors in the Services are correctable or will be correctable.

The disclaimer of implied warranties contained herein may not apply if and to the extent such warranties cannot be excluded or limited under the Applicable Law of the jurisdiction in which you reside.

Based on the special nature of the Internet, we do not guarantee that the service will not be interrupted; the timeliness and security of the service are also not guaranteed, and we do not bear the responsibility which is not caused by UX.

We try to provide a safety network environment to the users; however, we do not guarantee that the Site or its servers are free of viruses or other potentially harmful factors; therefore, the user should use the industry’s recognized software to check and kill any virus in the files downloaded from the Site.

We are not responsible for the failure of preservation, modification, deletion or storage of the information provided by the user. Nor will we be liable for the typographical errors, negligence, etc. not intentionally caused by UX. We have the right but no obligation to improve or correct any omission, error of any part of this Site.

Unless we have expressly agreed in writing, we shall not guarantee the accuracy, completeness, reliability of any content, such as, but not limited to, advertising from the platform in any manner (including but not limited to, containing, connecting, by way of, or downloading) from the Site; we are not responsible for any products, services, information or materials purchased or obtained by the user according to the content information on this website. The user bears the risk of using the content of this website.

In regards to notices issued to the users, we will deliver these notices through a formal page announcement, announcement on our social media channels. We do not bear any legal responsibility for any product and/or network announcement and updates, project activities or information which are delivered by other channels.

EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES

In no way limiting any other limitations of liability in these Terms, in no event shall we 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 Services (and any of their content and functionality), any execution or settlement of a transaction, any performance or non-performance of the Services, or any other product, service or other item provided by or on behalf of us, 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 we have 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 nor is the team in any way responsible for the execution or settlement of transactions between users of the UX software.

GOVERNING LAW

The Terms, your use of the Services, any claim, counterclaim or dispute of any kind or nature whatsoever arising out of the Terms, directly or indirectly, shall be governed by, and construed in accordance with the laws of the Cayman Islands without regard to the principles of conflicts of laws thereof.

JURISDICTION AND DISPUTE RESOLUTION

You acknowledge and agree that in the event of any dispute, controversy, difference or claim, including the existence, validity, interpretation, performance, breach or termination of the Terms or any dispute arising out of or relating to the Terms (“Dispute”), the parties shall the dispute to arbitration in the Cayman Islands.

You agree that UX shall not be required to give general discovery of documents, but may be required only to produce specific, identified documents which are relevant and material to the outcome of the Dispute.

Any arbitral award shall be final and binding upon the parties hereto and shall be enforceable in any competent court which has jurisdiction.

DISPUTE RESOLUTION AND ARBITRATION

Any dispute raised from Terms or the Services is personal to you; any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding. You agree that for any arbitration you initiate, you will pay the filing.

Any claim arising out of or related to these Terms or our Services must be filed within one year after such claim arose; otherwise, the claim is permanently barred, which means that you and the team will not have the right to assert the claim. Any such dispute must be brought in the Cayman Islands.

SEPARABILITY, COMPLAINTS AND MISCELLANEOUS

Separability: If any provision of this Agreement is deemed to be unlawful, invalid or unenforceable for any reason, such provision shall be deemed to be divisible and shall not affect the legal effect of any other provision.

Complaints: If you have any complaints, feedback, or questions, please contact us at support@umee.cc.

Miscellaneous: These Terms set forth the complete understanding of the parties with respect to the subject matter hereof and supersedes all prior understandings and communications relating thereto. No term or condition of any other document provided to UX which is different from, inconsistent with, or in addition to the terms and conditions set forth herein will be binding upon the Parties. You represent and warrant that all information disclosed to UX in connection with these Terms are true, accurate, and complete.