These Terms of Use (“Terms”) are a multi-party contract among you and all other participants in the current and future decentralized, blockchain-based protocol for executing Time Weighted Average Price trading strategies, initially developed by Orbs Ltd. (“Orbs”) and made available in open source code form at the GitHub repositories located at https://github.com/orbs-network/twap (the “Protocol”), which allows users to engage in certain complex trading strategies on decentralized exchanges (collectively, the “Services”). These Terms apply to all participants in the Protocol, including: (i) the individuals and entities that are the end-users of such applications or that otherwise interact directly or indirectly with the Protocol (“Users”); (ii) any exchange or trading platform on which the Protocol has been integrated or utilized to provide the Services on such exchange or trading platform (each, an “Exchange”); (iii) those participants interacting with the Protocol by providing bids in order to fill orders and execute transactions on the Protocol (each, a “Taker”), which takers may include the validator nodes (“Guardians”) who operate that certain decentralized blockchain infrastructure developed by Orbs (the “Orbs Network”), which now or in the future may provide certain functionality to the Protocol; and (v) Orbs and any and all entities and persons affiliated with Orbs, and their respective current or future subsidiaries, affiliates, directors, officers, employees, agents, representatives, and any other person or entity with any involvement in developing the Protocol ((i)-(v) collectively, the “Subject Persons”). Individually and collectively, each Subject Person will be referred to as “you” or “your.” Your use of and access to the Protocol and any Services or applications available through the Protocol, any financial transactions and any information, text, photos, graphics, videos, idea, concept, discovery, invention, development, technology, algorithm, program, code, documentation or other material or information available on or through the Protocol is subject to these Terms.
These Terms are a legal agreement, and they contain important information on your legal rights, remedies and obligations. You may use the Protocol only if you can form a binding contract.
Please read and review these Terms carefully.
The Protocol is available only to individuals who (a) are at least eighteen (18) years old; and (b) possess the legal capacity to enter into these Terms (on behalf of themselves and their organization) and to form a binding agreement under any applicable law. You hereby represent that you possess the legal authority to enter into these Terms on your and your organization's behalf and to form a binding agreement under any applicable law, to use the Protocol in accordance with these Terms, and to perform fully your obligations hereunder.
The Protocol is a smart contract-based protocol that allows Users to receive the Services by creating orders that wait in the smart contract until they are filled by Takers and executed on one or more Exchanges.
You hereby expressly acknowledge and agree that the Protocol is a decentralized software appplication for which no Subject Person: (A) is responsible for its operation; or (B) undertakes any responsibility to operate, maintain, support or otherwise authorize any activity related to the Protocol.
THE PROTOCOL HAS BEEN MAD AVAILABLE ON AN "AS IS" BASIS, AND TO THE EXTENT LEGALLY PERMISSIBLE, ORBS WILL NOT BE LIABLE FOR ANY DAMAGES OR LOSS INCURRED TO YOU OR ANY OTHER PERSON AS A RESULT OF OR IN CONNECTION WITH YOUR USE OF THE PROTOCOL.
YOUR USE OF THE PROTOCOL IS ENTIRELY AT YOUR OWN RISK.
Fees. There is currently no fee for utilizing the Protocol or transactions conducted therein. However, fees may be charged in the future, and in such cases any applicable fees will be displayed prior to you incurring the payment(s). In addition, a variety of other fees may be imposed by various parties: (i) Takers may set fees in their bids, which will be payable by Users in the event that such bids are accepted; (ii) network fees (including, without limitation “miner’s fees”) required to use an Exchange or an underlying blockchain may apply to a transaction, which your third party wallet application may attempt to calculate such a fee for you, though it may not be sufficient or it may be excessive and ou may select a greater or lesser fee; and (iii) Orbs and/or one of the Exchanges may from time to time deploy “honest” bidders, which limit their fees to only the network fees incurred in filling your TWAP orders. You are solely responsible for selecting, if applicable, and paying any and all of hteabove-described categories of fees.
Be safe & secure: If you elect to utilize the Protocol, it is highly recommended that you educate yourself regarding blockchain industry standard recommendations on how to be proactive about your security.
- Subject Persons are not responsible for any loss*: The Protocol, the Exchanges, the assets traded thereon, any underlying blockchain network, and any third party wallet software (such as Metamask) that may be used by you, are all still under active development and may (a) contain bugs, errors and defects, (b) function improperly or be subject to periods of downtime and unavailability, (c) result in total or partial loss or corruption of data and (d) be modified at any time, including through the release of subsequent versions, all with or without notice to you. While the Protocol has been tested, there is always the possibility something happens that causes your assets to be lost. Please do not transact more than you are willing to lose, and please be careful.
Non-Custodial Protocol. You do not create an account or give us your funds to hold. No data leaves your computer / your browser. At no point will the Protocol ever take custody of your digital assets, which will move directly from your wallet to the Exchange on which the trades are executed, and vice versa. The Protocol makes it easy for you to create and execute multiple orders and sophisticated strategies on one or more Exchanges. You acknowledge that neither the Protocol nor any Subject Person is responsible for transferring, safeguarding, or maintaining your private keys or any digital assets associated therewith. If you lose, mishandle or have stolen associated digital currency private keys, you acknowledge that you may not be able to recover associated digital currency, and that no Subject Person is responsible for any loss, damage or liability arising from your failure to comply with the terms hereunder.
Public Nature of Transactions: Transactions that take place utilizing the Protocol are managed and confirmed via an underlying blockchain. You understand that your public address and the details of any order you create and any transactions executed on your behalf will be made publicly visible whenever you utilize the Protocol.
Your Resonsibility for Transactions: You acknowledge that entering into any transaction electronically (including without limitation all records relating to such transactions) constitutes your agreement and intent to be bound by and to pay for such agreements and transactions. Such transactions may, among other things, include payments between participants for their activities on the network, fees paid to Bidders for executing your orders, fees paid to exchanges on which your transactions are executed and amounts paid by you in exchange for other digital assets as part of such transactions. Notwithstanding that such transactions and other similar transactions may be allowed, facilitated or encouraged by the design of the Protocol, you acknowledge and agree that the actual entry into any such agreement, transaction or arrangement utilizing the Protocol is accomplished as a peer-to-peer transaction between the parties thereto and is subject to the terms of the agreement between such parties. You are solely responsible for any disputes you may have with any counterparty or any other party regarding such agreements and transactions. SUBJECT PERSONS DISCLAIM ALL LIABILITY RELATED TO ANY DISPUTES BETWEEN, BY AND AMONG YOU AND ANY USERS, BIDDERS, EXCHANGE OR TRANSACTION COUNTERPARTY.
Dependence on Third Party Applications: The Protocol is a smart contract launched on one or more underlying blockchain networks that takes orders for transactions that are executed with the assistance of Bidders by a connection between your wallet and liquidity pools available on an Exchange. All underlying blockchain networks, wallet software, Bidders and Exchanges are third parties or third party applications, as the case may be. No Subject Person owns or controls these or any other third-party site, product or service that you may choose to access, visit or use in the course or for the purpose of interacting with the Protocol. Accordingly, by using the Protocol, you acknowledge and agree that no Subject Person has control over, or any duty to take any action regarding, any activities of such third parties. No Subject Person makes any warranties or representations, express or implied, about any linked third party application, its ownership or operation, the information contained on such application or the suitability of such products or services. You acknoweldge sole responsibility for and assume all risk arsiing from your use of any third party website, applications or resources.
Risk Disclosures Regarding the Protocol. By utilizing the Service or interacting with the Protocol in any way, you represent that you understand the inherent risks associated with cryptographic and blockchain systems; and warrant that you have an understanding of the usage and intricacies of cryptographic tokens, blockchain-based software systems and decentralized finance platforms such as the Exchanges, including, but not limited to, the following risks:
A. In order to be completed, any transaction created with the Protocol must be confirmed and recorded on the applicable underlying blockchain. Such networks are decentralized, peer-to-peer networks operated by independent third parties, which are not owned, controlled or operated by any Subject Person. B. No Subject Person controls the actions of nodes on the underlying blockchains, any Bidders, or the Exchanges, and therefore cannot and do not ensure that any transactions you engage in via the Protocol will be confirmed or confirmed correctly on the relevant networks. The transaction details you submit via the Protocol may not be completed, or may be substantially delayed, by the applicable networks used to process the transaction. No Subject Person guarantees that the Protocol can transfer title or right in any digital assets or make any warranties whatsoever with regard to title. C. Once transaction details have been submitted via the Protocol, no Subject Person can assist you to cancel or otherwise modify your transaction or transaction details. D. The Protocol has been designed such that the presence of one “honest” Taker (i.e, a Taker who charges only reimbursement for gas fees) should result in an output amount that is as close as possible to spot market prices. While Orbs or other parties may implement automated “honest” Takers, it cannot be guaranteed that an “honest” taker will be available. All Takers are in beta and may not operate as intended. If an honest Taker is not available or fails to function as intended, your transaction may incur fees payable to the Taker offering the lowest fee rate in its bid to the Protocol with respect to your transaction. Such fees may fluctuate depending on Taker behavior. E. If you are using a user interface to interact with the Protocol, such user interface may display estimated information such as current market price, output tokens to be received in a TWAP order or other information with respect to your entered transactions. All such information displayed on a user interface may be inaccurate and such user interfaces may contain errors or defects. F. If you elect to engage in a “market order” using the Protocol, there is no set minimum number of digital assets you will receive in exchange for your digital assets and the actual results will depend on market conditions. G. If you elect to engage in a “limit order” using the Protocol, if the amount of digital assets receivable is below the limit set by you in any trade, such trades may not be executed. In such event, your order may only be partially filled. H. Use of the Protocol, in particular for trading digital assets, may carry financial risk. Digital assets are, by their nature, highly experimental, risky, and volatile. Transactions entered into in connection with the Protocol are irreversible, final and there are no refunds. You acknowledge and agree that you will access and use the Protocol and the Services at your own risk. The risk of loss in trading digital assets can be substantial. You should, therefore, carefully consider whether such trading is suitable for you in light of your circumstances and financial resources. By using the Protocol, you represent and warrant that you have been, are, and will be solely responsible for making your independent appraisal and investigations into the risks of a given transaction and the underlying digital assets. You represent that you have sufficient knowledge, market sophistication, professional advice, and experience to make your evaluation of the merits and risks of any transaction conducted in connection with the Protocol or any digital asset. You accept all consequences of using the Protocol, including the risk that you may lose access to your digital assets indefinitely. All transaction decisions are made solely by you. Notwithstanding anything in these Agreement, no Subject Person accepts any responsibility whatsoever for, and will in no circumstances be liable to you in connection with, your use of the Protocol for performing digital asset transactions. I. No financial regulatory authority has reviewed or approved the use of the Protocol or any of its related software. Use of the Protocol does not constitute advice or a recommendation concerning any commodity, security, or other digital asset or instrument. No Subject Person is acting as an investment adviser or commodity trading adviser to any person or entity.
You warrant and agree that, while accessing or using the Protocol, you will not:
- access, use or attempt to access or use another user’s account, including any private key, public key or wallet address, that you are not authorized to access or use;
- interfere with or disrupt the operation of the Protocol or the servers or networks that host the Network, or disobey any laws, regulations, requirements, procedures, or policies of such servers or networks;
- engage or attempt to engage in any attack or other malicious behavior or activity that threatens the integrity of the Protocol or any underlying blockchain, including, without limitation, 51% attacks, double-spend attacks, eclipse attacks, transaction malleability attacks, timejacking, routing attacks, Sybil attacks, denial of service attacks, or race condition attacks;
- create a false identity for the purpose of misleading others or otherwise impersonate any person or entity or misrepresent your affiliation with any other person or entity, whether actual or fictitious, including any Subject Person or other participant in the Protocol;
- transmit or otherwise make available in connection with the Protocol any virus, worm, Trojan Horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component;
- obtain or attempt to gain unauthorized access to other computer systems, materials, information available through the Protocol through any means, including through means not intentionally made publicly available or provided through the Protocol;
- engage in any unauthorized means of accessing the Protocol, or obtaining lists of users or other information from or through the Protocol, including, without limitation, any information residing on any server or database connected to the Protocol;
- use the Protocol in any manner that could interrupt, damage, disable, overburden or impair the Protocol, or interfere with any other party’s use of the Protocol, including, without limitation, sending mass unsolicited transactions or “flooding” servers;
- use the Protocol in violation of proprietary or legal rights or rights of any party;
- use the Protocol in violation of any applicable law;
- use the Protocol if you are a citizen, resident or otherwise located in a country or region subject to comprehensive sanctions, including, but not limited to, the Crimean region of Ukraine, Cuba, Iran, Lebanon, North Korea and Syria;
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- use the Protocol if you are a resident or citizen of any geographic area in which governmental authorities have indicated that the purchase or sale of digital assets may be prohibited by applicable law, decree, regulation, treaty or administrative act;
- without derogating from the generality of any other provision of these Terms, use the Protocol for any type of activity associated with money laundering or terror financing, or to violate any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act (2010), Sections 290-297 of the Israeli Penal Law 1977 (Bribery Transactions), the Israeli Prohibition on Money Laundering Law, 2000, or any other applicable anti-corruption or anti bribery legislation;
- use the Protocol if you are subject to any investigation by, or has received a request for information from any governmental body relating to corruption or bribery under any statute;
- use the Protocol to engage in any conduct that is abusive, threatening, harmful, offensive, obscene, tortious or otherwise objectionable; or
- attempt (or encourage or support anyone else’s attempt) to disable, bypass, modify, defeat, circumvent, reverse-engineer, decrypt, or otherwise alter, or interfere with, the Protocol, including without limitation any security, digital rights management or data encryption components limiting access to Protocol.
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The Protocol has been made available under the open-source MIT License, which can be viewed in its entirety here: https://github.com/orbs-network/twap/blob/master/LICENSE.
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Ownership. The Protocol is licensed and not sold to you under this Agreement and you acknowledge that Orbs retains all title, ownership rights and Intellectual Property Rights (defined below) in and to the Protocol (and its related software). Orbs reserves all rights not expressly granted herein to the Protocol. “Intellectual Property Rights” means any and all rights in and to any and all trade secrets, patents, copyrights, service marks, trademarks, know-how, or similar intellectual property rights, as well as any and all moral rights, rights of privacy, publicity and similar rights of any type under the laws or regulations of any governmental, regulatory, or judicial authority, whether foreign or domestic.
- Portions of the Protocol may include third party open source software that are subject to third party terms and conditions (“Third Party Terms”). If there is a conflict between any Third Party Terms and the terms of this Agreement, then the Third Party Terms shall prevail but solely in connection with the related third party open source software. Notwithstanding anything in this Agreement to the contrary, Orbs makes no warranty or indemnity hereunder with respect to any third party open source software.
- When you use the Protocol, you may also be using the services of one or more third parties. Your use of those and other third-party services ("Third-Party Services") will be subject to the privacy policies, terms of use and similar policies and terms, and fees of those third party services.
- The Protocol may contain links to Third-Party Services, and may leverage or plug into such Third Party Services to enable certain features. When using a Third Party Services, you understand that you are at no time transferring your assets to us. The Protocol provide access to Third Party Services only as a convenience, and no Subject Person has control over their content, no Subject Person warrants or endorses, or is responsible for the availability or legitimacy of, the content, products or services on or accessible from those Third Party Services (including any related website, resources or links displayed therein). No Subject Person makes anywarranties or representations, express or implied, about such linked Third Party Services, the third parties they are owned and operated by, the information contained on them or the suitability of their products or services. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party website, applications, or resources.
The Protocol is deployed on peer-to-peer platforms with a decentralized, blockchain-based architecture designed to provide the Services. As a decentralized protocol, the actual performance of the Protocol is dependent on the collective actions of various participants in the Protocol, including Exchanges and bidders. No party, including any Subject Person, can exert full control over the operation of the Protocol or the actual results obtained from its use. You acknowledge and agree that the control of the Protocol is distributed and that accordingly no particular party, including any Subject Person, is able to provide warranties or guarantees regarding the future operations or actual results of any utilizing on the Protocol.
No Subject Person guarantees the accuracy, timeliness, correctness, completeness, performance or fitness for a particular purpose of the Protocol. No subject person is liable for any errors, omissions, or inaccuracies. Furthermore, the Subject Persons disclaim: (a) any and all responsibility or liability for the accuracy, content, completeness, legality, reliability, or availability or operability of information or materials displayed on any user interface used to interact with the Protocol; (b) any and all responsibility for the conduct of any user of the Services; (c) any and all responsibility for any harm resulting from utilizing the Protocol; (d) any and all responsibility for any financial gains, losses or tax consequences associated with the your use of the Services through the Protocol.
WITHOUT LIMITING THE GENERALITY OF ANY OTHER PROVISION OF THE TERMS, THE PROTOCOL AND THE SERVICES ARE PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. IN NO EVENT SHALL ANY SUBJECT PERSON BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE PROTOCOL SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.
NO PARTY WARRANTS THAT THE PROTOCOL OR THE SERVICES WILL BE TIMELY, SECURE, UNINTERRUPTED, OR OPERATED FREE OF DELAYS IN TRANSMISSION, FAILURE IN PERFORMANCE, COMPUTER VIRUSES, INACCURACIES, ERRORS, OR DEFECTS. YOU USE THE PROTOCOL AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES AND VIRUS CHECKS (INCLUDING ANTI-VIRUS AND OTHER SECURITY CHECKS) TO SATISFY YOUR PARTICULAR REQUIREMENTS FOR THE ACCURACY AND SECURITY OF DATA INPUT AND OUTPUT. THERE IS NO WARRANTY THAT THE PROTOCOL WILL MEET USERS’ OR OTHER PARTICIPANTS’ REQUIREMENTS. NO ADVICE, RESULTS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE PROTOCOL SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
Some jurisdictions do not allow the disclaimer of implied warranties, so the foregoing disclaimers may not apply to you.
YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE PROTOCOL IS TO DISCONTINUE ALL USE OF THE PROTOCOL.
EXCEPT AS SET FORTH HEREIN, UNDER NO CIRCUMSTANCES, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ARISING UNDER ANY OTHER LEGAL OR EQUITABLE THEORY, WILL ANY SUBJECT PERSON BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES THAT ARISE OUT OF OR IN CONNECTION WITH THE USE OF THE PROTOCOL OR THE SERVICES OR FROM THE DELAY OR INABILITY TO USE THE PROTOCOL, OR FOR ANY PRODUCTS OR SERVICES OBTAINED OR TRANSACTIONS EXECUTED THROUGH THE PROTOCOL, OR FROM THE FAILURE OF THE PROTOCOL TO PERFORM AS DESCRIBED OR EXPECTED, OR FROM THE FAILURE OF ANY SUBJECT PERSON TO PERFORM UNDER THESE TERMS OR OTHERWISE ARISING OUT OF THE USE OF THE PROTOCOL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THOSE ASPECTS OF THE HEREIN LIMITATION MAY NOT APPLY TO YOU, IN WHICH CASE LIABILITY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
IN NO EVENT SHALL THE TOTAL LIABILITY OF THE SUBJECT PERSONS TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED, IN THE AGGREGATE, ONE HUNDRED U.S. DOLLARS (US$100).
You hereby acknowledge and agree that you are responsible for all tax consequences of any transaction or activity you undertake using the Protocol, any provision or receipt of the Services, and/or any value received in connection therewith. You are solely responsible for determining whether or not to use the Protocol or to receive or provide any Services and you acknowledge that the Services may be subject to export restrictions and economic sanctions imposed by law.
One or more Subject Person may from time to time provide updates or upgrades to the Protocol (each a "Revision"), but are not under any obligation to do so. Such Revisions will be supplied according to the then-current policies governing the Protocol, which may include automatic updating or upgrading without any additional notice to you. You hereby consent to any such automatic updating or upgrading of the Protocol. All references herein to the Protocol shall include Revisions. This Agreement shall govern any Revisions that replace or supplement the original Protocol, unless the Revision is accompanied by a separate license agreement which will govern the Revision and/or if otherwise instructed in writing by a Subject Person.
If you use the Protocol for its intended functionality and engage in transactions or take any actions in the Orbs Universe such as delegating or staking your Orbs Tokens, such actions and certain information related thereto will be recorded on the applicable underlying blockchain network on which such transaction or action is carried out, and, accordingly, information with respect to such transactions or actions will be publicly visible and may be freely collected and analyzed by any person or entity for any purpose. Many block chains are open to forensic analysis which can lead to deanonymization and the unintentional revelation of private financial information, especially when block chain data is combined with other data. Because these blockchains are decentralized or third-party networks that are not controlled or operated by any Subject Person, no Subject Person will be able to erase, modify, or alter any of your information from such networks. Please also be aware that certain information provided by you in connection with your use of the Protocol may be stored on your device (even if no Subject Person collects that information). You are solely responsible for maintaining the security of your device from unauthorized access.
You agree to comply fully with all applicable export laws and regulations to ensure that neither the Protocol nor any technical data related thereto are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.
Your obligations and undertakings under this Agreement are effective until terminated by Orbs or by you. If you object to any term or condition of this Agreement or any subsequent modifications thereto, or become dissatisfied with the Protocol in any way, your only recourse and remedy (and the sole liability and/or obligation of any Subject Person) is to terminate your participation in this Agreement and discontinue immediately use of the Protocol and the Service. Upon any termination of your participation under this Agreement, you shall cease all use of the Protocol. Sections 3 (Intellectual Property Rights), 4 (Open Source Software), 5 (Warranty Disclaimers), 6 (Limitation of Liability), 8 (Privacy), and 13 (Assignment) to 15 (General) shall survive termination of this Agreement.
Your agreement to these Terms is personal to you and you may not transfer or assign it to any third party.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
These Terms constitute the entire agreement among the Protocol participants and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and other Protocol participants, with respect to your use of the Protocol and all matters relating to your access to, and/or use of, the Protocol and the Services. A printed version of these Terms and of any notice given in electronic form shall be admissible in any and all judicial or administrative proceedings based upon or relating to these Terms to the same extent as other business documents and records originally generated and maintained in printed form.
Any dispute to which the Subject Persons are a party arising out of or related to the Protocol will be brought in, and you hereby consent to exclusive jurisdiction and venue of, the competent courts of the Tel-Aviv-Jaffa District, Israel, provided, however, that nothing herein shall be deemed to preclude the Subject Persons from bringing any suit, enforcing any right or taking other legal action in your local jurisdiction. You agree to waive all defenses of lack of personal jurisdiction and forum non-convenience and agree that process may be served in a manner authorized by applicable law or court rule.
If any part of these Terms is determined to be invalid or unenforceable under applicable law including, without limitation, the warranty disclaimers and liability limitations stated herein, then the invalid or unenforceable provision(s) will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of these Terms shall continue in full effect.
As part of these Terms, all Exchanges and any other participant who facilitates the use of the Protocol, directly or indirectly, by any User, shall undertake to ensure that such User enters into an agreement or other arrangement which governs the relationship between such participant and such User regarding the Protocol and obligates such User to be subject to these Terms. Such Exchange or other participant is solely responsible for the effectiveness of such arrangement with the applicable Users.