Terms of Service

# Terms of Service **Itos Inc.** **Last Updated: May 20, 2026** OUR SERVICES ARE NOT OFFERED TO RESTRICTED PERSONS. YOU ARE A RESTRICTED PERSON IF, AMONG OTHER THINGS, YOU RESIDE IN, ARE A CITIZEN OF, ARE LOCATED IN, ARE INCORPORATED IN, OR HAVE A REGISTERED OFFICE IN THE UNITED STATES OF AMERICA, THE UNITED KINGDOM, CANADA, OR ANY RESTRICTED TERRITORY. THE RESTRICTED TERRITORIES, AND THE COMPLETE DEFINITION OF "RESTRICTED PERSON," ARE SET OUT IN THE ELIGIBILITY SECTION BELOW — YOU MUST REVIEW IT BEFORE USING THE SITE. WE DO NOT MAKE EXCEPTIONS; IF YOU ARE A RESTRICTED PERSON, DO NOT ATTEMPT TO ACCESS OR USE THE SITE. USING A VIRTUAL PRIVATE NETWORK (E.G., A VPN) OR ANY OTHER TOOL OR TECHNIQUE TO ACCESS OR USE THE SITE AS A RESTRICTED PERSON, OR FROM ANY JURISDICTION FROM WHICH ACCESS IS PROHIBITED, IS STRICTLY PROHIBITED. These terms and conditions (these "Terms") constitute a binding legal agreement between each individual, entity, group or association who views, interacts with, links to, or otherwise uses or derives any benefit from the website-hosted user interface made available by the Site Operator (the "Site") (each such person, a "User") and Itos Inc., the owner and operator of the Site, together with each of its successors and assigns (the "Site Operator"). Please contact us at legal@itos.fi for any questions or issues. ## Eligibility In order to use the Site, you must satisfy the following eligibility requirements: - You are of legal age in the jurisdiction in which you reside and you have legal capacity to enter into the Terms and be bound by them; - If you accept the Terms on behalf of a legal entity, you must have the legal authority to accept the Terms on that entity's behalf, in which case "you" (except as used in this paragraph) will mean that entity; - You are not a resident, national or agent of Afghanistan, Algeria, Bangladesh, Belarus, Bolivia, Central African Republic, China (People's Republic of China), Cuba, Democratic Republic of Congo, Egypt, Haiti, Iran, Iraq, Lebanon, Libya, Mali, Morocco, Myanmar (Burma), Nepal, Nicaragua, North Korea (Democratic People's Republic of Korea), Qatar, Russia, Somalia, South Sudan, Sudan, Syria, Venezuela, Yemen, Zimbabwe, or the Crimea, Donetsk People's Republic (DNR), Luhansk People's Republic (LNR), Kherson, or Zaporizhzhia regions of Ukraine, or any other country or territory to which the United States, the United Kingdom or the European Union embargoes goods or imposes similar sanctions (collectively, "Restricted Territories"); (ii) you are a member of any sanctions list or equivalent maintained by the United States government, the United Kingdom government, the European Union or the United Nations (collectively, "Sanctions Lists Persons"); or (iii) you intend to transact with any Restricted Territories or Sanctions Lists Persons; - You are not a Restricted Person; - You are not a resident of, reside in, a citizen of, incorporated in, or have a registered office in the United States of America, the United Kingdom, or Canada; and - Your use of the Site is not prohibited by and does not otherwise violate, assist you in the violation of any applicable laws or regulations, or contribute to or facilitate any illegal activity. For purposes of these Terms, a "Restricted Person" means any person or entity that: (a) is a resident or citizen of, resides in, is located in, is incorporated in, or has a registered office in the United States of America, the United Kingdom, or Canada; (b) is a resident, national or agent of any Restricted Territory; (c) is a Sanctions Lists Person; or (d) is owned or controlled by, or is acting on behalf of, any person or entity described in clauses (a) through (c). Compliance with these eligibility requirements is a continuing condition of your access to and use of the Site. To enforce these requirements, the Site Operator screens wallet addresses and access attempts, including by screening wallet addresses against sanctions and other risk lists using third-party screening providers and by applying geographic restrictions. The Site Operator may deny, restrict, suspend, or terminate your access to the Site at any time, with or without notice, on the basis of such screening or any other determination that you do not meet, or have ceased to meet, these eligibility requirements. The data processing involved in such screening is described in the Itos Privacy Policy referenced in Section 3.3. You must not access or use the Site if you do not satisfy each of the eligibility requirements above at all relevant times, and you must immediately cease accessing and using the Site if you cease to satisfy any of them. ## 1. Site overview ### 1.1 About the Site The Site is a web-based user interface that enables Users to access and interact with the Itos Smart Contract Protocol and to view information relating to it. As used in these Terms, the "Itos Smart Contract Protocol" means the open-source software source code described in Section 3.4, and the "Itos Smart Contract System" means the instance or instances of that code that have been deployed to, and that operate on, a public blockchain network (each, a "Blockchain"). Through the Site, Users can, among other things: - view information about the Itos Smart Contract Protocol, the Itos Smart Contract System, and the option products that may be written through the Itos Smart Contract System; - view information about tokens that may be used in connection with the Itos Smart Contract System, including tokens made available by third parties such as market makers acting as counterparties, and information relating to the prices of such tokens and to option premiums; - view information regarding the staking, distribution and voting of any Itos governance tokens that may be issued from time to time in connection with governance of the Itos Smart Contract System; and - generate draft transaction messages which the User can independently review, authorize, and broadcast, by means of a compatible third-party wallet application or device, in order to conduct transactions with the Itos Smart Contract System on a Blockchain. Much of the information presented through the Site is also independently available from public sources, such as a block explorer of the relevant Blockchain. The Site is not the exclusive means of accessing or interacting with the Itos Smart Contract System. ### 1.2 About Itos The Itos Smart Contract Protocol is software source code freely licensed to the public, which enables Users to write fully-collateralized European-style covered call and cash-secured put option products, with pricing determined through a Request for Quotation (RFQ) process in which whitelisted market makers quote premiums to the User. Through a compatible third-party wallet application or device, any User may broadcast transactions to a Blockchain and pay the applicable network fees, which transactions are then processed and recorded by the decentralized network of the Blockchain in accordance with the protocol rules of that Blockchain. In particular, Users can: - deposit a supported underlying asset (in the case of a covered call) or a supported settlement asset (in the case of a cash-secured put) to serve as fully-collateralizing assets for the option product; - select a strike price and expiration date for the option, and receive premium quotes via the RFQ system. A premium quote takes the form of a message signed by a market maker; a User executes a quote by submitting the signed message to the smart contract, which verifies the signature and executes the transaction; - upon acceptance of a quote, receive the premium immediately (net of the protocol fee described in Section 2.4); the market maker is required to fund the premium as a condition of the acceptance transaction succeeding, and the User's deposited collateral is locked in the smart contract at the time of deposit; - upon expiration, claim the User's settlement. Exercise is determined at the level of each strike and expiration: market makers exercise some, all, or none of the open option amount at a given strike and expiration, and the smart contract records the aggregate amount exercised. The smart contract does not track which individual User's position corresponds to an exercised amount and which does not. As a result, the settlement received by an individual User is determined by the aggregate exercise outcome at that User's strike and expiration and by the allocation of that aggregate outcome among the Users at that strike and expiration, rather than solely by the User's own option. A User claims settlement by calling the smart contract; depending on the allocation, a User may receive the return of the original deposit, settlement at the strike price into the other asset of the option, or a combination of both, and collecting a combination may require more than one claim transaction. A market maker may exercise an option only to the extent the corresponding settlement value has been delivered to the smart contract, whether in advance of or as part of the exercise transaction; - close a position early through an additional RFQ transaction (including a partial close), subject to market maker willingness to quote. Option positions, once written, are non-transferable. The only means of exiting a position prior to expiration is through an early-close RFQ transaction with a market maker. The Itos Smart Contract System does not use any external price oracle to determine settlement at expiration; instead, the market maker counterparty chooses whether to exercise prior to expiration, and may exercise an option only to the extent the corresponding settlement value has been delivered to the smart contract, whether in advance of or as part of the exercise transaction. The Itos Smart Contract System is permissionless: any market maker may interact with it, and any market maker's signed quote may be executed by a User against the smart contract. The RFQ system made available through the Site, however, is available only to market makers that the Site Operator has whitelisted, and the Site displays quotes only from the RFQ system. As a result, market makers that are not whitelisted do not appear in, and cannot participate through, the Site. Whitelisting is a function of the Site and the RFQ system and is not a function of, or a restriction imposed by, the Itos Smart Contract System; a User may in principle execute a market maker's signed quote directly against the smart contract without using the Site or the RFQ system, although doing so without the RFQ system may be impractical. The Site Operator determines which market makers are whitelisted in its sole and absolute discretion and makes no representation or warranty regarding any market maker, whether or not whitelisted. User deposits at a given strike and expiration are commingled within the relevant smart contract vault, and exercise is determined and recorded for that strike and expiration in the aggregate rather than on a per-User basis. Accordingly, Users at the same strike and expiration share in the aggregate exercise outcome for that strike and expiration: the settlement an individual User receives depends on the aggregate amount exercised by market makers and on the allocation of that aggregate outcome among Users, and not solely on the option the User individually wrote. When a User claims through the Itos front-end, the front-end determines, on a randomized basis, whether that User is allocated an exercised outcome, an unexercised outcome, or a combination, in each case consistent with the aggregate exercise outcome at that strike and expiration; a User who interacts with the smart contract directly may instead select among the settlement outcomes then available to be claimed. Users acknowledge that, as a result of this allocation mechanism, the settlement an individual User receives may differ from the outcome that would have resulted had the User's own option been settled on a stand-alone, bilateral basis, and that the available settlement outcomes may have differing tax consequences for the User even where their economic value is similar; Users are solely responsible for evaluating such consequences. Users at the same strike and expiration enter into option positions on the same terms. A User's deposited collateral fully collateralizes the User's obligations under the option for the life of the contract, and a market maker may exercise an option only to the extent the corresponding settlement value has been delivered to the smart contract, whether in advance of or as part of the exercise transaction; the commingling and aggregate-exercise mechanism described in this paragraph relates to how settlement outcomes are determined and allocated among Users, and not to the funding of those outcomes. Users acknowledge and accept that: (i) deposited collateral does not earn interest, yield, or any other return by virtue of being deposited, and the only amount a User earns through writing an option is the premium; (ii) deposited collateral may be involuntarily converted into a different asset at expiration if the market maker exercises; (iii) Users have no right to revoke or modify outstanding positions, and may only exit early via an RFQ transaction subject to market maker willingness to quote; and (iv) Users may lose part or all of the economic value of their deposits as a result of price movements in the underlying assets, market maker counterparty risk, or smart contract risk. ### 1.3 Relationship to Itos Smart Contract System The Site Operator owns and operates the Site. The Site Operator does not own or operate the Blockchain, and does not own or control the Itos Smart Contract System, except for the limited administrative functions described in Section 2.9. Once deployed to a Blockchain, the Itos Smart Contract System executes autonomously, and the Site Operator cannot alter, suspend, or reverse its operation except to the limited extent described in Section 2.9. Using the Blockchain or the Itos Smart Contract System does not require use of the Site. The Site presents information about the Blockchain and the Itos Smart Contract System in a user-friendly and convenient format and provides a convenient means of generating transaction messages compatible with the Itos Smart Contract System. Such information is also independently available from other sources—for example, a person may directly review the Blockchain transaction history, account balances and the Itos Smart Contract System on a block explorer of the Blockchain. By combining publicly available information with the User's interactions with the Site, the Site can draft standard transaction messages compatible with the Itos Smart Contract System which are designed to accomplish the User's operational goals as expressed through the interactions. If the User so wishes, the User may broadcast such messages to the Blockchain in order to initiate token transactions. Transactions are initiated through a blockchain wallet, which may be either an external wallet that the User connects and controls, or an embedded wallet provisioned for the User through a third-party authentication and wallet-infrastructure provider. In either case, the wallet is controlled by the User and not by the Site Operator, and the private key associated with the wallet is held by or on behalf of the User and is inaccessible to the Site Operator. The Site may present draft transaction messages to the User's wallet, but the User must personally review and authorize each transaction; the Site Operator cannot sign, broadcast, alter, or reverse any transaction, and is not able to transact on the User's behalf. The authentication and wallet-infrastructure provider is a third party that operates under its own terms and privacy policy, which the User should review independently. The Site Operator and the Site are not agents or intermediaries of the User, do not store or have access to or control over any tokens, private keys, passwords, accounts or other property of the User, and are not capable of performing transactions or sending transaction messages on behalf of the User. The Site does not hold, custody, or take control of any User tokens. The Site Operator is not a counterparty to any token transaction, trade, swap, conversion, or option position entered into through the Itos Smart Contract System; all such transactions are between the User and the relevant smart contracts and counterparties. The Site may assist a User in constructing transaction messages, including messages that convert or wrap tokens, but the User authorizes, signs, and broadcasts all such transactions. All transactions relating to the Itos Smart Contract System are executed and recorded solely by the decentralized network of the Blockchain, which is not under the control of or affiliated with the Site Operator or the Site. ## 2. Site operator discretion; certain risks of the site Each User hereby acknowledges and agrees and consents to, and assumes the risks of, the matters described in this Section 2. ### 2.1 Content Site Operator makes no representations or warranties as to the quality, origin, or ownership of any content found on or available through the Site. Site Operator shall not be liable for any errors, misrepresentations, or omissions in, of, and about, the content, nor for the availability of the content. Site Operator shall not be liable for any losses, injuries, or damages from the purchase, inability to purchase, display, or use of content. ### 2.2 Token Lists and Token Identification In providing information about tokens, the Site associates or presumes the association of a token name, symbol or logo with a specific smart contract deployed to one or more blockchain systems. In making such associations, the Site relies upon third-party resources which may not be accurate or may not conform to a given User's expectations. Multiple smart contracts can utilize the same token name or token symbol as one another, meaning that the name or symbol of a token does not guarantee that it is the token desired by the User or generally associated with such name or symbol. Users must not rely on the name, symbol or branding of a token on the Site, but instead must examine the specific smart contract associated with the name, symbol or branding and confirm that the token accords with User's expectations. ### 2.3 User Responsibility for Accounts & Security Users are solely responsible for all matters relating to their accounts, addresses and tokens and for ensuring that all uses thereof comply fully with these Terms. Users are solely responsible for protecting the data integrity and confidentiality of their login information and passwords or private keys for the Site or any wallet applications or devices used in connection with the Site. The compatibility of the Site with wallet applications and devices or other third-party applications or devices is not intended as, and you hereby agree not to construe such compatibility as, an endorsement or recommendation thereof or a warranty, guarantee, promise or assurance regarding the fitness or security thereof. ### 2.4 Protocol Fees; Third-Party Fees Irreversible A protocol fee is applied to each option contract written through the Itos Smart Contract System. As of the date of these Terms, the protocol fee is equal to 7.5% of the premium quoted by the market maker counterparty pursuant to the RFQ process, and is retained by the smart contract from the premium otherwise payable to the User (such that the User receives a net premium equal to 92.5% of the quoted amount). The protocol fee rate is hardcoded in the deployed Itos smart contracts and cannot be changed by administrative function or otherwise; any change to the protocol fee rate would require the deployment of entirely new smart contracts. Users are responsible for verifying the applicable protocol fee rate before entering into any transaction through the Site or directly with the Itos Smart Contract System. Accumulated protocol fees may be withdrawn from time to time to an Itos-controlled multi-signature address acting in an administrative capacity. Use of the Itos Smart Contract System and use of the Blockchain are also subject to third-party transaction fees (including network gas fees and any market maker spreads). The Site Operator does not receive such third-party fees and has no ability to reverse or refund any protocol fees, network fees, or other amounts paid by or on behalf of Users. ### 2.5 Site Operator Has No Business Plan and May Discontinue, Limit, Terminate or Refuse Support for the Site or any Smart Contracts, Tokens or Pools The Site is a free web application (other than the protocol fee described in Section 2.4) operated and maintained in the sole and absolute discretion of the Site Operator. The Site Operator assumes no duties, liabilities, obligations or undertakings to continue operating or maintaining the availability of the Site and may terminate or change the Site in any or all respects at any time. While the Site Operator may receive revenue from protocol fees as described in Section 2.4, the Site Operator does not guarantee that such revenue or any other funding will be sufficient to support the long-term operation, maintenance or upgrade of the Site, and the Site Operator may become unable or unwilling to fund the operational costs of the Site on a long-term basis or to fund the upgrade costs required to keep the Site up to date with current technologies. The Site Operator has no obligation to ensure that the Site is a complete and accurate source of all information relating to the Itos Smart Contract System or any other subject matter. The Site does not necessarily display all the trading functionalities available in connection with the Itos Smart Contract System. For instance, even if the Site currently displays a particular token, the Site may discontinue tracking and publishing information about that token at any time, in the Site Operator's sole and absolute discretion. In the event of such a discontinuation, Users may need to rely on third-party resources such as block explorers in order to get equivalent information, and, depending on the User's level of expertise and the quality of such third-party resources, this may result in the User incurring financial losses due to delays or mistakes in processing information or transactions. The Itos Smart Contract Protocol is available under a free open-source license, and the Site Operator does not have proprietary or exclusive rights in the Itos Smart Contract Protocol. It is possible that additional copies of the Itos Smart Contract Protocol or derivatives thereof will be deployed on the Blockchains in the future by any person, resulting in the existence of multiple similar smart contract systems. The Site Operator is under no obligation to publish information for all such copies of the Itos Smart Contract Protocol or to warn Users regarding the existence of such alternatives. ### 2.6 Site Operator May Deny or Limit Access on a Targeted Basis The Site Operator reserves the right to terminate or limit any person's User status or access to or use of the Site at any time, with or without notice, as determined in the Site Operator's sole and absolute discretion, for any lawful reason or no reason. Without limiting the foregoing, such terminations or limitations may be based on, among other things, a person's status as a Restricted Person, a person's failure to satisfy the eligibility requirements set out in these Terms, a blockchain address, a person's region of citizenship, residence or current location, or the Site Operator's suspicion that a person has engaged or intends to engage in any Prohibited Use—in each case to the extent the relevant information is available to or processed by the Site Operator or its service providers. The Site Operator does not represent or warrant that it monitors or has access to any particular category of information. Without limiting the foregoing, the Site Operator presently employs technical measures including IP-based geo-restriction and wallet-address screening (including against sanctions and other risk lists) at the front-end of the Site to enforce the eligibility requirements set forth in these Terms, and may add, remove or modify such measures from time to time in its sole and absolute discretion. Users acknowledge that the Itos Smart Contract System itself is permissionless and that these technical measures apply only to the Site front-end; the Site Operator does not represent or warrant that such measures will prevent any particular access to or use of the Itos Smart Contract System. The Site Operator's determinations regarding the eligibility of any person to access or use the Site, and regarding any question, dispute, or matter arising from a person's access to or use of the Site or from the application of these Terms, are made in the Site Operator's sole and absolute discretion and shall be final and binding and not subject to challenge or appeal. Nothing in this paragraph limits or modifies the dispute resolution provisions of Section 7. ### 2.7 Site Operator May Cooperate with Investigations and Disclose Information The Site Operator reserves the right at all times to cooperate with any governmental or law enforcement investigation or to disclose any information it deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, based on any applicable law, regulation, legal process or governmental request, in the Site Operator's sole and absolute discretion. ### 2.8 No Regulatory Supervision The Site Operator and the Site are not registered or qualified with or licensed by, do not report to and are not under the active supervision of any government agency or financial regulatory authority or organization. No government or regulator has approved or consulted with the Site Operator regarding the accuracy or completeness of any information available on the Site. The Site Operator does not verify, and makes no representation or warranty regarding, the registration, licensing, regulatory status, qualification, or supervision of any token, smart contract, market maker, or other person, technology or system referenced on or accessible through the Site. Users should not assume, in either direction, that any such token, person, technology or system is or is not registered with, licensed by, qualified with, or supervised by any government agency or financial regulatory authority, and Users are solely responsible for making their own determination as to regulatory status. The Site Operator is not registered as a broker, dealer, advisor, transfer agent or other intermediary. ### 2.9 Administrative Functions on the Smart Contracts The Itos Smart Contract Protocol vault logic is immutable: once a vault has been deployed, its core options-writing and settlement functionality cannot be altered, upgraded, or replaced by any party, including the Site Operator. Users acknowledge, however, that the Itos Smart Contract Protocol architecture includes an administrative role, controlled by a 2-of-3 multi-signature wallet held by identified Itos personnel, with the following limited powers: - **Vault deployment:** the administrative role can deploy new vaults from the vault factory and select the supported underlying asset and settlement asset for each new vault. The administrative role cannot alter the parameters of previously deployed vaults. - **Protocol fee collection:** the administrative role can withdraw accumulated protocol fees from the smart contract to the multi-signature address, as described in Section 2.4. - **Stop deposits:** the administrative role can stop new deposits into a vault before its expiration (for example, in the event of market maker unavailability or other operational concerns). Outstanding option positions are not affected by such an action. - **Delay expiry:** the administrative role can delay the expiration of a vault by up to one (1) day from its originally scheduled expiration. - **Delay exercise availability:** the administrative role can delay the ability of market makers to exercise outstanding options, up to three (3) hours before the scheduled expiration. This affects only market makers and not Users. The administrative role does not have, and the Site Operator and its affiliates do not have, the ability to: (a) modify the strike price, expiration, premium, or other economic terms of any outstanding option position; (b) drain, sweep, or otherwise misappropriate User deposits, market maker exercise collateral, or any other funds held in the smart contracts (other than accumulated protocol fees as described in Section 2.4); (c) force-settle, force-expire, or otherwise alter the settlement outcome of any option position; (d) upgrade, modify, or replace the deployed vault logic; or (e) override any oracle or pricing source (no such external oracle being utilized by the Itos Smart Contract System). Users acknowledge that the administrative role has the foregoing limited powers and accept the risks associated with the existence of such role, including the risk that the administrative role may be exercised, not exercised, or exercised in a manner that adversely affects the User, and the risk that the multi-signature keys may be lost, compromised, or misused. ## 3. Intellectual property matters ### 3.1 License to Use Site Each User, subject to and conditioned upon such User's eligibility under and acceptance of and adherence to these Terms, is hereby granted a personal, revocable, non-exclusive, non-transferable, non-sub-licensable license to view, access and use the Site for the Permitted Uses in accordance with these Terms. ### 3.2 Marks, Logos and Branding All Itos-related marks, logos and branding used on the Site are trademarks owned by our licensors. You must not copy, imitate or use them without the consent of the applicable licensor, and these Terms do not grant you any rights in those intellectual property. You must not remove, obscure or alter any legal notices displayed in or along with the Site. All other marks, logos and branding appearing on the Site (including token names, symbols and logos identified on the Site which may trade in connection with the Itos Smart Contract System) are the property of their respective owners. ### 3.3 Privacy The Site collects and stores wallet addresses with which Users interact with the Site, and screens such wallet addresses against sanctions lists and other risk indicators using a third-party screening provider to enforce the eligibility requirements set forth in these Terms. The Site does not directly collect IP addresses, set cookies, or collect other personally identifiable information through its application code. Users acknowledge, however, that the Site's hosting infrastructure, third-party wallet connection libraries, blockchain nodes and RPC providers, market makers participating in the RFQ system, the third-party screening provider, and other infrastructure providers may incidentally collect, log, transmit or store data (including IP addresses, request metadata and wallet-related telemetry) in the ordinary course of providing such infrastructure, and the Site Operator does not control such collection. Further details regarding the data collected, used, retained, and shared by or on behalf of the Site, the User's rights with respect thereto, and the manner of contacting the Site Operator regarding such matters, are set forth in the Itos Privacy Policy, available at https://itos-finance.tome.center/legal/privacy-policy (or such other URL as the Site Operator may publish from time to time), which is incorporated into these Terms by reference. Except as required by applicable law or as set forth in the Privacy Policy, the Site Operator will have no obligation of confidentiality with respect to any information collected by or in connection with the Site. ### 3.4 Itos Smart Contract Protocol The Itos Smart Contract Protocol source code is available at https://github.com/itos-finance/ItosOptions, and is licensed under the Business Source License 1.1 (BUSL-1.1). The license terms applicable to any given version of the source code are those set forth in the applicable repository. Users wishing to fork, modify, or redistribute the source code must comply with the terms of the applicable license. A third-party security audit report by Zenith Security is available at https://github.com/zenith-security/reports/blob/main/reports/Ammplify%20Itos%20Options%20-%20Zenith%20Audit%20Report.pdf. The report uses the name "Ammplify," a former name for the Itos project, and covers the Itos Smart Contract Protocol. Users acknowledge that security audits are limited in scope and methodology, do not constitute an endorsement of the audited code, and do not guarantee the absence of bugs, vulnerabilities, or other defects. Users are responsible for conducting their own due diligence before interacting with the Itos Smart Contract System. ## 4. Permitted & prohibited uses ### 4.1 Permitted Uses The Site is made available solely for use by technologically and financially sophisticated persons for the following purposes (the "Permitted Uses"): (a) viewing information relating to the Itos Smart Contract Protocol and the Itos Smart Contract System; and (b) generating, reviewing, authorizing and submitting transaction messages in order to interact with the Itos Smart Contract System. The Site is an interface and transaction-construction tool; it is not a source of financial, investment, legal, or tax advice. Before using any information or draft transaction message obtained from the Site to engage in a transaction, each User must independently verify its accuracy and confirm that any draft transaction message is consistent with the User's own intentions. ### 4.2 Prohibited Uses Each User must not, directly or indirectly, in connection with their use of the Site: - utilize the Site other than for the Permitted Uses; - utilize the Site at any time when any representation of User set forth in Section 5 is untrue or inaccurate; - access or attempt to access the Site if the User is a Restricted Person, or circumvent or attempt to circumvent, or assist any other person in circumventing or attempting to circumvent, any eligibility requirement of these Terms or any screening, geographic, or other technical access restriction applied at the Site; - employ any device, scheme or artifice to defraud, or otherwise materially mislead, any person; - engage in any act, practice or course of business that operates or would operate as a fraud or deceit upon the Site Operator or any other person; - violate, breach or fail to comply with any applicable provision of these Terms or any other terms of service, privacy policy, or other contract governing the use of the Site; - engage or attempt to engage in or assist any hack of or attack on the Site or any wallet application or device, including any "sybil attack", "DoS attack" or "griefing attack" or theft; - commit any violation of applicable laws, rules or regulations; - engage in, facilitate, or support money laundering, terrorist financing, proliferation financing, the financing of any other criminal activity, or any other financial crime, or use the Site to transmit or convert the proceeds of any criminal or unlawful activity; - use any bot, script, scraper, crawler, or other automated means to access or interact with the Site in a manner that exceeds reasonable use, evades or attempts to evade rate limits or other technical controls, places an unreasonable load on the Site or its supporting infrastructure, or otherwise disrupts or interferes with the normal functioning of the Site; - use a virtual private network (VPN) or any other privacy or anonymization tools or techniques to circumvent, or attempt to circumvent, any restrictions that apply to the Site; - engage in or knowingly facilitate any "front-running," "wash trading," "pump and dump trading," "ramping," "cornering" or fraudulent, deceptive or manipulative trading activities, including: - trading at successively lower or higher prices for the purpose of creating or inducing a false, misleading or artificial appearance of activity, unduly or improperly influencing market prices or establishing a price which does not reflect the true state of the market; - trading without changes in material beneficial ownership for the purpose of creating or inducing a false or misleading appearance of trading activity or creating or inducing a false or misleading appearance with respect to market conditions; - participating in, facilitating, assisting or knowingly transacting with any pool, syndicate or joint account organized for the purpose of unfairly or deceptively influencing market prices; or - engage in any act, practice or course of business that operates to circumvent any sanctions or export controls targeting the User or the country or territory where User is located. The foregoing matters are referred to herein as "Prohibited Uses". ## 5. Representations and warranties of users Each User hereby represents and warrants to Site Operator that the following statements and information are accurate and complete at all relevant times. In the event that any such statement or information becomes untrue as to a User, User shall immediately cease accessing and using the Site. ### 5.1 Adult Status; Capacity; Residence; Etc. If User is an individual, User is of legal age in the jurisdiction in which User resides (and in any event is older than eighteen years of age) and is of sound mind. If User is a business entity, User is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized, and has all requisite power and authority for a business entity of its type to carry on its business as now conducted. ### 5.2 Power and Authority User has all requisite capacity, power and authority to accept the terms and conditions of these Terms and to carry out and perform its obligations under these Terms. These Terms constitute a legal, valid and binding obligation of User enforceable against User in accordance with its terms. ### 5.3 No Conflict; Compliance with Law User agreeing to these Terms and using the Site does not constitute, and would not reasonably be expected to result in (with or without notice, lapse of time, or both) a breach, default, contravention or violation of any law applicable to User, or contract or agreement to which User is a party or by which User is bound. The tokens or other funds User uses to participate in the Itos Smart Contract System are not derived from, and do not otherwise represent the proceeds of, any activities done in violation or contravention of any law. ### 5.4 Absence of Sanctions User is not a Restricted Person. Without limiting the foregoing, User is not (and, if User is an entity, User is not owned or controlled by any other person who is), and is not acting on behalf of any other person who is: (a) a resident, citizen, national or agent of, or located or ordinarily resident in, any Restricted Territory; (b) a Sanctions Lists Person, or otherwise listed on, owned or controlled by a person listed on, or acting on behalf of a person listed on, any sanctions, prohibited-party or equivalent list maintained by the United States, the United Kingdom, the European Union, the United Nations or any other nation or international organization; or (c) otherwise subject to any national or international sanctions or export controls under any applicable law. The terms "Restricted Person," "Restricted Territory" and "Sanctions Lists Persons" have the meanings given to them in the section of these Terms titled "Eligibility." ### 5.5 Non-Reliance User is knowledgeable, experienced and sophisticated in using and evaluating blockchain and related technologies and assets, including tokens, options, derivatives, yield-generating smart contract systems, automated market making smart contract systems, bonding curve systems and "smart contracts" (runtime bytecode deployed on blockchains). User has conducted its own thorough independent investigation and analysis of the Itos Smart Contract System and the other matters contemplated by these Terms, and has not relied upon any information, statement, omission, representation or warranty, express or implied, written or oral, made by or on behalf of Site Operator in connection therewith, except as expressly set forth by Site Operator in these Terms. User specifically acknowledges (i) the existence of the administrative role and its limited powers as described in Section 2.9, (ii) that market makers participating in the RFQ system are independent third-party counterparties with respect to whom Site Operator makes no representations or warranties regarding solvency, performance, or fair dealing, (iii) that early closure of positions depends on market maker willingness to quote and may not be available at any particular time or at any particular price, and (iv) that User has independently evaluated and accepts the risks of all of the foregoing. ## 6. Risks, Disclaimers and Limitations of Liability Each User hereby acknowledges and agrees and consents to, and assumes the risks of, the matters described in this Section 6. ### 6.1 No Consequential, Incidental or Punitive Damages Notwithstanding anything to the contrary contained on the Site, in these Terms, or in any other agreement or publication, Site Operator shall not be liable to any person, whether in contract, tort (including pursuant to any cause of action alleging negligence), warranty or otherwise, for any economic or other damages to any User or other person, including any special, incidental, consequential, indirect, punitive or exemplary damages (including but not limited to lost data, lost profits or savings, loss of business or other economic loss) arising out of or related to these Terms, whether or not Site Operator has been advised or knew of the possibility of such damages, and regardless of the nature of the cause of action or theory asserted. ### 6.2 Disclaimer of Representations The Site is being provided on an "AS IS" and "AS AVAILABLE" basis. To the fullest extent permitted by law, Site Operator is not making, and hereby disclaims, any and all information, statements, omissions, representations and warranties, express or implied, written or oral, equitable, legal or statutory, in connection with the Site and the other matters contemplated by these Terms, including any representations or warranties of title, non-infringement, merchantability, usage, security, uptime, reliability, suitability or fitness for any particular purpose, workmanship or technical quality of any code or software used in or relating to the Site. User acknowledges and agrees that use of the Site is at the User's own risk. ### 6.3 No Responsibility for Tokens The Site Operator has no responsibility for any token used in connection with the Itos Smart Contract System. The Site Operator does not verify, audit, or conduct diligence on, and makes no representation or warranty regarding, the authenticity, originality, uniqueness, marketability, liquidity, legality, regulatory status, or value of any token, even if information about such token is available on the Site. Users acknowledge that the administrative role may select the tokens for which vaults are deployed, as described in Section 2.9; such selection is an operational decision and does not constitute any form of diligence, vetting, approval, endorsement, recommendation, or assurance regarding any token, and Users should not rely on the availability of a token on the Site or through the Itos Smart Contract System as an indication of the token's authenticity, safety, legality, or value. Users are solely responsible for evaluating any token before transacting. ### 6.4 No Professional Advice or Liability; No Fiduciary Duty All information provided by or on behalf of Site Operator is for informational purposes only and should not be construed as professional, accounting or legal advice. Users should not take or refrain from taking any action in reliance on any information contained in these Terms or provided by or on behalf of Site Operator. Before Users make any financial, legal, or other decisions involving the Site, Users should seek independent professional advice from persons licensed and qualified in the area for which such advice would be appropriate. These Terms are not intended to, and do not, create or impose any fiduciary, advisory, agency, trust, or similar relationship or duties on the part of the Site Operator or any of its officers, directors, members, employees, contractors, agents or affiliates, whether toward any User or any other person. Each User acknowledges and agrees that the only duties and obligations owed by the Site Operator are those expressly set forth in these Terms. To the fullest extent permitted by law, each User hereby irrevocably disclaims, waives and eliminates any fiduciary, advisory, agency, trust, or similar duties or liabilities that may otherwise be deemed to exist at law or in equity in connection with the Site or these Terms. For the avoidance of doubt, this disclaimer and waiver applies to any action taken by the Site or the front-end thereof on a User's behalf, including the determination and randomized allocation of settlement outcomes at claim as described in Sections 1.2 and 6.4A. ### 6.4A Pooled Settlement and Allocation Risk Users acknowledge and accept the risks arising from the pooled and aggregate nature of settlement under the Itos Smart Contract System, as described in Section 1.2. In particular: (a) deposits of Users at the same strike and expiration are commingled, and exercise is determined and recorded in the aggregate for each strike and expiration rather than on a per-User basis; (b) the settlement an individual User receives is a function of the aggregate exercise outcome at that User's strike and expiration and of the allocation of that aggregate outcome among Users, and is not determined solely by the option the User individually wrote; (c) when a User claims through the Itos front-end, the allocation between exercised and unexercised settlement outcomes is determined on a randomized basis; and (d) as a result, the settlement an individual User receives may differ from the outcome that would have resulted had the User's option been settled on a stand-alone, bilateral basis. Each User acknowledges that it has evaluated and accepts these risks, and that the Site Operator makes no representation or warranty that any particular settlement outcome will be allocated to any particular User. Users should not rely on the Itos Smart Contract System as a substitute for an individually held, bilaterally settled option, and should obtain independent professional advice regarding the nature of the option products and the legal and tax treatment thereof. ### 6.4B Market Maker Counterparty Risk Market makers are independent third parties and are the User's counterparties for all option positions written through the Itos Smart Contract System. The Site Operator does not verify, vet, or conduct diligence on the identity, regulatory status, licensing, financial condition, solvency, creditworthiness, business practices, or conduct of any market maker, whether or not such market maker is whitelisted for the RFQ system. Whitelisting reflects only the Site Operator's discretionary decision to permit a market maker to participate in the RFQ system made available through the Site, and does not constitute any form of diligence, vetting, approval, endorsement, recommendation, or assurance regarding any market maker. The Site Operator makes no representation or warranty that any market maker will quote, accept, exercise, decline to exercise, or otherwise act in any particular manner. Because the Itos Smart Contract System does not use an external price oracle, a market maker's exercise decision is made by the market maker in its own interest and determines the settlement outcome at a given strike and expiration. Users bear the full risk of dealing with market makers as counterparties, and the Site Operator shall have no liability arising from the acts, omissions, conduct, or performance of any market maker. ### 6.5 Limited Survival Period for Claims Any claim or cause of action a User may have or acquire in connection with the Site or any of the other matters contemplated by these Terms shall survive for the shorter of, and may be brought against Site Operator solely prior to: (a) the expiration of the statute of limitations applicable thereto; and (b) the date that is six months after the date on which the facts and circumstances giving rise to such claim or cause of action first arose. ### 6.6 Third-Party Offerings and Content References, links or referrals to or connections with or reliance on third-party resources, products, services or content, including smart contracts developed or operated by third parties, may be provided to Users in connection with the Site. In addition, third parties may offer promotions related to the Site. Site Operator does not endorse or assume any responsibility for any activities of or resources, products, services, content or promotions owned, controlled, operated or sponsored by third parties. If Users access any such resources, products, services or content or participate in any such promotions, Users do so solely at their own risk. Each User hereby expressly waives and releases Site Operator from all liability arising from User's use of any such resources, products, services or content or participation in any such promotions. User further acknowledges and agrees that Site Operator shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such resources, products, services, content or promotions from third parties. ### 6.7 Certain Uses and Risks of Blockchain Technology **Use of Blockchain Technology.** Site Operator or third parties may utilize experimental cryptographic technologies and blockchain technologies, including tokens, cryptocurrencies, stablecoins, "smart contracts," consensus algorithms, voting systems and distributed, decentralized or peer-to-peer networks or systems in connection with the Site or systems about which the Site provides information. Each User acknowledges and agrees that such technologies are novel, experimental, and speculative, and that therefore there is significant uncertainty regarding the operation and effects and risks thereof and the application of existing law thereto. **Certain Risks of Blockchain Technology.** The technologies relevant to the Site depend on public, peer-to-peer blockchain networks (each, a "Blockchain") to which the Itos Smart Contract System is or may be deployed, which are not under the control or influence of the Site Operator and are subject to many risks and uncertainties. The Itos Smart Contract System executes autonomously on the applicable Blockchain, and the Site Operator has no ability to alter, suspend, or reverse its operation except to the limited extent of the administrative functions described in Section 2.9. Users are solely responsible for the safekeeping of the private key associated with any blockchain address used in connection with the Itos Smart Contract System. The Site Operator will not be able to restore, recover, or issue any refund in respect of property lost or frozen due to loss or theft of private keys or otherwise. If a User is unable to access or use tokens due to loss or theft of the corresponding private key or otherwise, the User will be unable to enjoy the benefits of such tokens. **Certain Risks of Smart Contract Technology.** Digital assets relevant to the Site depend on the Itos Smart Contract System or other smart contracts deployed to the Blockchains, which may be coded or deployed by persons other than Site Operator. Once deployed to the Blockchains, the core logic of the Itos Smart Contract System cannot be modified, although the Itos Smart Contract System includes a limited administrative role with the powers described in Section 2.9. In the event that the Itos Smart Contract System or other smart contracts are adversely affected by malfunctions, bugs, defects, malfunctions, hacking, theft, attacks, negligent coding or design choices, misuse, loss or compromise of administrative keys, or changes to the protocol rules of the Blockchain, Users may be exposed to a risk of total loss and forfeiture of all relevant digital assets. Site Operator assumes no liability or responsibility for any of the foregoing matters. **Asset Prices.** The fiat-denominated prices and value in public markets of cryptocurrencies and tokens have historically been subject to dramatic fluctuations and may be highly volatile. As relatively new products and technologies, blockchain-based assets are not widely accepted as a means of payment for goods and services. A significant portion of demand for these assets is generated by speculators and investors seeking to profit from the short- or long-term holding of blockchain assets. The market value of any token may decline below the price for which a User acquires such asset through the Itos Smart Contract System or on any other platform. User acknowledges and agrees that the costs and speeds of transacting with cryptographic and blockchain-based systems are variable and may increase or decrease dramatically at any time, resulting in prolonged inability to access or use any tokens. **Regulatory Uncertainty.** Blockchain technologies and digital assets are subject to many legal and regulatory uncertainties, and the Itos Smart Contract System or any tokens could be adversely impacted by one or more regulatory or legal inquiries, actions, suits, investigations, claims, fines or judgments, which could impede or limit the ability of User to continue the use and enjoyment of such assets and technologies. **Cryptography Risks.** Cryptography is a progressing field. Advances in code cracking or technical advances such as the development of quantum computers may present risks to the Blockchains, the Itos Smart Contract System or tokens, including the theft, loss or inaccessibility thereof. **Fork Handling.** The Blockchains, the Itos Smart Contract System, and all tokens may be subject to "forks." Forks occur when some or all persons running the software clients for a particular blockchain system adopt a new client or a new version of an existing client that: (i) changes the protocol rules in backwards-compatible or backwards-incompatible manner that affects which transactions can be added into later blocks, how later blocks are added to the blockchain, or other matters relating to the future operation of the protocol; or (ii) reorganizes or changes past blocks to alter the history of the blockchain. Some forks are "contentious" and thus may result in two or more persistent alternative versions of the protocol or blockchain, either of which may be viewed as or claimed to be the legitimate or genuine continuation of the original. Site Operator may not be able to anticipate, control or influence the occurrence or outcome of forks, and does not assume any risk, liability or obligation in connection therewith. Without limiting the generality of the foregoing, Site Operator does not assume any responsibility to notify a User of pending, threatened or completed forks. Site Operator will respond (or refrain from responding) to any forks in such manner as Site Operator determines in its sole and absolute discretion, and Site Operator shall not have any duty or obligation or liability to a User if such response (or lack of such response) acts to a User detriment. Without limiting the generality of the foregoing, Site Operator's possible and permissible responses to a fork may include: (i) honoring the Itos Smart Contract System and tokens on both chains; (ii) honoring the Itos Smart Contract System and tokens on only one of the chains; (iii) honoring the Itos Smart Contract System and tokens in different respects or to a different extent on both chains; or (iv) any other response or policy or procedure, as determined by Site Operator in its sole and absolute discretion. Each User assumes full responsibility to independently remain apprised of and informed about possible forks, and to manage the User's own interests and risks in connection therewith. **Essential Third-Party Software Dependencies.** The Itos Smart Contract System and other smart contracts deployed to the Blockchains are public software utilities which are accessible directly through any node or indirectly through any compatible "wallet" application which interacts with such a node. Interacting with the Itos Smart Contract System does not require use of the Site, but the Site provides a convenient and user-friendly method of reading and displaying data from the Itos Smart Contract System and generating standard transaction messages compatible with the Itos Smart Contract System. Because Itos does not provide wallet software or nodes, such software constitutes an essential third-party or user dependency without which the Itos Smart Contract System cannot be utilized and tokens cannot be traded or used. Furthermore, the Site may utilize APIs, middleware and servers of Site Operator or third parties, and Site Operator does not guarantee the continued operation, maintenance, availability or security of any of the foregoing dependencies. ### 6.8 Tax Issues The tax consequences of purchasing, selling, holding, transferring or locking tokens or otherwise utilizing the Itos Smart Contract System are uncertain, may vary by jurisdiction and may be adverse to a User. Site Operator has undertaken no due diligence or investigation into such tax consequences, assumes no obligation or liability to optimize the tax consequences to any person and is not providing any tax advice. Each User is solely responsible for determining, reporting, withholding, collecting, paying, and remitting any and all taxes, levies, or duties applicable to the User's use of the Site, the User's transactions through or in connection with the Itos Smart Contract System, and the User's holding or disposition of any tokens. Site Operator makes no representation regarding any User's tax obligations and strongly recommends that each User consult a qualified tax advisor. ### 6.9 Officers, Directors, Etc. All provisions of these Terms which disclaim or limit obligations or liabilities of Site Operator shall also apply, mutatis mutandis, to the officers, directors, members, employees, independent contractors, agents, stockholders, debtholders and affiliates of Site Operator. ### 6.10 Indemnification Each User shall defend, indemnify, compensate, reimburse and hold harmless Site Operator (and each of its officers, directors, members, employees, agents and affiliates) from any claim, demand, action, damage, loss, cost or expense, including without limitation reasonable attorneys' fees, arising out of or relating to (a) User's use of, or conduct in connection with, the Site; (b) User's violation of these Terms or any other applicable policy or contract of Site Operator; (c) User's violation of any rights of any other person or entity; (d) any access to or use of the Site, or any interaction with the Itos Smart Contract System, by any other person using any wallet, device, or account that the User owns or controls, whether or not such access or use was authorized by or known to the User; or (e) any false, misleading, inaccurate, or fraudulent statement, representation, or omission made by the User in connection with the User's access to or use of the Site, including with respect to the User's eligibility under these Terms. ## 7. Governing law; Dispute Resolution ### 7.1 Settlement Negotiations If a User has a potential legal dispute, claim or cause of action against Site Operator, the User shall first (prior to initiating any arbitration or other proceeding) contact Site Operator by sending an email to legal@itos.fi describing the nature of the potential dispute, claim or cause of action and providing all relevant documentation and evidence thereof. If so elected by Site Operator, User shall use commercially reasonable efforts to negotiate a settlement of any such legal dispute, claim or cause of action within 60 days of the delivery of such email. Any such dispute, claim or cause of action that is not finally resolved by a binding, written settlement agreement within such 60 days shall be brought and resolved exclusively in accordance with the following provisions of this Section 7. ### 7.2 Agreement to Binding, Exclusive Arbitration **Mandatory Binding Arbitration.** All claims, disputes and controversies directly or indirectly arising out of or in connection with or directly or indirectly relating to these Terms or any of the matters or transactions contemplated by these Terms (for the avoidance of doubt, including any claim seeking to invalidate, or alleging that, all or any part of these Terms is unenforceable, void or voidable) (such claims, disputes and controversies, collectively, "Disputes") shall be resolved by confidential, binding arbitration to be seated in Wilmington, Delaware, United States of America, and conducted in the English language by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association (the "Rules"). The arbitrator shall be appointed in accordance with the procedures set out in the Rules. The award or decision of the arbitrator shall be final and binding upon the parties and the parties expressly waive any right under the laws of any jurisdiction to appeal or otherwise challenge the award, ruling or decision of the arbitrator. The judgment of any award or decision may be entered in any court having competent jurisdiction to the extent necessary. If the Company elects to have a Dispute resolved by arbitration pursuant to this provision, no party hereto shall (or shall permit its representatives to) commence, continue or pursue any Dispute in any court; provided, however, that the Company shall be entitled to obtain an injunction or injunctions to prevent breaches of this provision and to enforce specifically the terms and provisions thereof, this being in addition to any other remedy to which the Company is entitled at law or in equity, and the parties hereto hereby waive the requirement of any posting of a bond in connection with such injunctive relief or specific performance. **Waiver of Jury Trial.** The parties hereby acknowledge, represent and warrant that they understand that: (i) there is no judge or jury in arbitration, and, absent this mandatory provision, the parties would have the right to sue in court and have a jury trial concerning Disputes; (ii) in some instances, the costs of arbitration could exceed the costs of litigation; (iii) the right to discovery may be more limited in arbitration than in court; and (iv) court review of an arbitration award is limited. Each of the parties hereto hereby irrevocably waives any and all right to trial by jury in any action, suit or other legal proceeding arising out of or related to these Terms or the transactions contemplated hereby. **Confidentiality of Arbitration.** Except to the extent necessary to enforce their respective rights under these Terms or as otherwise required by applicable law, the parties undertake to maintain confidentiality as to the existence and events of the arbitration proceedings and as to all submissions, correspondence and evidence relating to the arbitration proceedings. This provision shall survive the termination of the arbitral proceedings. ### 7.3 Court Jurisdiction To the extent that any court is required to weigh on the enforceability of Section 7.2, to enforce any judgment of the arbitrator, then, without limiting Section 7.2 or any other provision of this Agreement, the User (A) hereby irrevocably and unconditionally submits to the jurisdiction of the state and federal courts located in Wilmington, Delaware, United States of America, for such purpose; (B) agrees not to commence any suit, action or other proceeding arising in connection with or based upon this instrument or the matters contemplated by this instrument except before the state and federal courts located in Wilmington, Delaware, and (C) hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this instrument or the subject matter hereof or thereof may not be enforced in or by such court. ### 7.4 Class Action Waiver **No Class Actions Permitted.** All Users hereby agree that any arbitration or other permitted action with respect to any Dispute shall be conducted in their individual capacities only and not as a class action or other representative action, and the Users expressly waive their right to file a class action or seek relief on a class basis. USERS SHALL BRING CLAIMS AGAINST SITE OPERATOR ONLY IN THEIR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. **Agreements if Class Action Waiver Unenforceable.** If any court or arbitrator makes a final, binding and non-appealable determination that the class action waiver set forth in this Section 7.4 is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void with respect to any Dispute that would thus be required to be resolved by arbitration on a class basis, and the parties shall be deemed to have not agreed to arbitrate such Dispute. In the event that, as a result of the application of the immediately preceding sentence or otherwise, any Dispute is not subject to arbitration, the parties hereby agree to submit to the personal and exclusive jurisdiction of and venue in the federal and state courts located in Wilmington, Delaware and to accept service of process by mail with respect to such Dispute, and hereby waive any and all jurisdictional and venue defenses otherwise available with respect to such Dispute. ### 7.5 Governing Law These Terms, and any Dispute or other claim, controversy, or matter arising out of or relating to these Terms, the Site, or the matters or transactions contemplated by these Terms, shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, United States of America, without regard to any conflict of laws principles that would result in the application of the laws of any other jurisdiction. ## 8. Miscellaneous ### 8.1 Headings The headings and captions contained in these Terms are for convenience of reference only, shall not be deemed to be a part of these Terms and shall not be referred to in connection with the construction or interpretation of these Terms. ### 8.2 Successors and Assigns These Terms shall inure to the benefit of Site Operator, the Users, and their respective permitted successors, permitted assigns, permitted transferees and permitted delegates and shall be binding upon all of the foregoing persons and any person who may otherwise succeed to any right, obligation or liability under these Terms by operation of law or otherwise. A User shall not assign any of a User's rights or delegate any of a User's liabilities or obligations under these Terms to any other person without Site Operator's advance written consent. Site Operator may freely assign, transfer or delegate its rights, obligations and liabilities under these Terms to the maximum extent permitted by applicable law. ### 8.3 Severability In the event that any provision of these Terms, or the application of any such provision to any person or set of circumstances, shall be determined by an arbitrator or court of competent jurisdiction to be invalid, unlawful, void or unenforceable to any extent: (a) the remainder of these Terms, and the application of such provision to persons or circumstances other than those as to which it is determined to be invalid, unlawful, void or unenforceable, shall not be impaired or otherwise affected and shall continue to be valid and enforceable to the fullest extent permitted by law; and (b) Site Operator shall have the right to modify these Terms so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consumed as originally contemplated to the fullest extent possible. ### 8.4 Force Majeure Site Operator shall not incur any liability or penalty for not performing any act or fulfilling any duty or obligation hereunder or in connection with the matters contemplated hereby by reason of any occurrence that is not within its control (including any provision of any present or future law or regulation or any act of any governmental authority, any act of God or war or terrorism, any epidemic or pandemic, or the unavailability, disruption or malfunction of the Internet, the World Wide Web or any other electronic network, the Blockchain or Itos Smart Contract System or any aspect thereof, or any consensus attack, or hack, or denial-of-service or other attack on the foregoing or any aspect thereof, or on the other software, networks and infrastructure that enables Site Operator to provide the Site), it being understood that Site Operator shall use commercially reasonable efforts, consistent with accepted practices in the industries in which Site Operator operates, as applicable, to resume performance as soon as reasonably practicable under the circumstances. ### 8.5 Amendments and Modifications These Terms may only be amended, modified, altered or supplemented by or with the written consent of Site Operator. Site Operator reserves the right, in its sole and absolute discretion, to amend, modify, alter or supplement these Terms from time to time. The most current version of these Terms will be posted on the Site. Any changes or modifications will be effective immediately upon the modified Agreement being posted to the Site. A User shall be responsible for reviewing and becoming familiar with any such modifications. Each User hereby waives any right such User may have to receive specific notice of such changes or modifications. Use of the Site by a User after any modification of these Terms constitutes the User's acceptance of the modified terms and conditions. If a User does not agree to any such modifications, the User must immediately stop using the Site. ### 8.6 No Implied Waivers No failure or delay on the part of Site Operator in the exercise of any power, right, privilege or remedy under these Terms shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. Site Operator shall not be deemed to have waived any claim arising out of these Terms, or any power, right, privilege or remedy under these Terms, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of Site Operator, and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given. ### 8.7 Notices Site Operator may provide any notice to Users under these Terms using commercially reasonable methods, including by posting on the Site or by other public communications channels. Because Users access the Site through self-custodial wallets and Site Operator generally does not collect Users' names, postal addresses, or email addresses, Users acknowledge and agree that notice given by posting on the Site or through such public communications channels is an effective and sufficient means of notice, and that any such notice is effective as of the date of posting. Users are responsible for reviewing the Site and these Terms periodically to remain informed of any such notices. ### 8.8 Subcontracting We may subcontract (including to any of our affiliates) the whole or any part of our obligations under these Terms without your prior written consent. ### 8.9 Entire Agreement These Terms constitute the entire agreement between the parties relating to the subject matter hereof and supersede all prior or contemporaneous agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. ### 8.10 Rules of Interpretation (a) "hereof," "herein," "hereunder," "hereby" and words of similar import will, unless otherwise stated, be construed to refer to these Terms as a whole and not to any particular provision of these Terms; (b) "include(s)" and "including" shall be construed to be followed by the words "without limitation"; (c) "or" shall be construed to be the "inclusive or" rather than "exclusive or" unless the context requires otherwise; (d) any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of these Terms; (e) section titles, captions and headings are for convenience of reference only and have no legal or contractual effect; (f) whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include the masculine and feminine genders; and (g) except as otherwise indicated, all references in these Terms to "Sections," "clauses," etc., are intended to refer to Sections, clauses, etc. of these Terms. ### 8.11 Survival Any provision of these Terms that, by its nature or express terms, should survive the termination of these Terms or the termination or cessation of a User's access to or use of the Site shall so survive, including, without limitation, Section 2 (Site operator discretion; certain risks of the site), Section 5 (Representations and warranties of users), Section 6 (Risks, Disclaimers and Limitations of Liability), Section 7 (Governing law; Dispute Resolution), and this Section 8 (Miscellaneous), together with any rights, obligations, or liabilities of a User or the Site Operator that accrued prior to such termination or cessation.