TCLS

Eligibility and Compliance

1.1 Legal Capacity and Authority: You represent and warrant that:

1.1.1 You have the legal capacity and authority to enter into this Agreement and to bind the party or party's representatives to the terms and conditions of this Agreement.
1.1.2 You have the full right, power, and authority to enter into and comply with the obligations under this Agreement on behalf of yourself and/or any company or legal entity for which you are acting. If you are acting on behalf of an entity, you further represent that you have the legal authority to bind such entity to this Agreement.

1.2 Restricted Parties and Territories: You represent and warrant that you are not:

1.2.1 An individual or entity subject to economic or trade sanctions administered by any governmental authority, including but not limited to the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), the United Nations Security Council, or the European Union.
1.2.2 A member of any list of prohibited or restricted parties.
1.2.3 A citizen, resident of, or an entity organized in a jurisdiction or territory that is the subject of comprehensive country-wide or regional economic sanctions by the United States or other applicable jurisdictions.

1.3 Lawful Use and Undertaking: You undertake that:

1.3.1 Your access and use of the Platform will strictly comply with all laws, regulations, ordinances, and sanctions regimes applicable to you.
1.3.2 Your access and use of the Platform will strictly comply with all laws, regulations, ordinances, and sanctions regimes applicable to you.
1.3.3 We reserve the right, at our sole discretion, to restrict or refuse service to any user based on compliance considerations or risk assessment, at any time and without prior notice.

Description of the TCLS Platform

2.1 Nature of the Platform: CLS is a purely informational user interface and a tool for interacting with open-source, self-executing smart contracts deployed on public blockchains (such as Arbitrum, Solana, etc.). These smart contracts are designed to facilitate Payment-versus-Payment (PvP) atomic swaps between different stablecoins.

2.2 Core Functionality and Roles:

2.2.1 Merchants (Liquidity Providers): Subject to our verification, Merchants may use the Platform to broadcast Quotations to the blockchain network. These Quotations contain information about stablecoin pairs, exchange rates, available quantities, transaction limits, and other relevant terms. This information is public and recorded either on-chain or in a verifiable off-chain database.
2.2.2 Users (Liquidity Takers): Any User may use the Platform to browse real-time Quotations provided by the community of Merchants. When a User selects a specific Quotation and confirms a transaction, the Platform assists the User in generating and signing a transaction instruction. This instruction calls the relevant smart contracts to attempt the execution of an on-chain atomic swap transaction.
2.2.3 A citizen, resident of, or an entity organized in a jurisdiction or territory that is the subject of comprehensive country-wide or regional economic sanctions by the United States or other applicable jurisdictions.

2.3 Strictly Non-Custodial Nature:

2.3.1 We Never Custody Your Assets: This is a core tenet of this Agreement. At no time does AlloyX ever hold, custody, control, possess, or have access to any of your digital assets, stablecoins, or private keys. The Platform does not offer hosted wallet services. You must use your own third-party, non-custodial wallet (e.g., MetaMask, Phantom) to interact with the Platform.
2.3.2 We Are Not Your Counterparty: ou must understand and explicitly agree that in all transactions you conduct via the Platform, your counterparty is another Merchant or User,never AlloyX. We are a technology provider, not a financial intermediary, broker, exchange, or market maker.
2.3.3 Absolute Segregation of Fund Flow: At no stage of any transaction do your funds ever get transferred to or pass through any wallet address or smart contract owned or controlled by AlloyX. The transfer of all assets occurs entirely between your wallet and your counterparty's wallet, executed directly and automatically by smart contracts on a decentralized blockchain network. AlloyX cannot initiate, reverse, alter, or otherwise interfere with any transaction that has been broadcast to the blockchain.

2.4 Independence of Smart Contracts: The smart contracts on which the Platform relies are software deployed on public blockchains. While AlloyX may have been involved in the initial development of these contracts, once deployed, they run independently and autonomously. AlloyX does not own, control, or operate these smart contracts. Any future upgrades or modifications to these contracts will follow transparent, community-driven or pre-defined governance processes.

Your Responsibilities and Risk Acknowledgement

3.1 Wallet Security: You are solely and entirely responsible for your non-custodial wallet. You must take all necessary precautions to protect your private keys, seed phrases, passwords, and other credentials. AlloyX shall not be liable for any losses resulting from the compromise of your wallet, theft, credential leakage, or any user error on your part (such as sending assets to a wrong address).

3.2 Independent Transaction Decisions: You acknowledge that all transactions you initiate through the Platform are based on your own independent research, judgment, and volition, and are entirely unsolicited. You confirm that neither AlloyX nor any of its employees or agents has provided you with any form of investment advice, financial advice, legal advice, tax advice, or any other professional advice.

3.3 Tax Compliance: You are solely responsible for determining what, if any, taxes apply to your transaction activities (such as capital gains tax, value-added tax, etc.) and for reporting and remitting the correct tax to the appropriate tax authority.

3.4 Gas Fees: All blockchain transactions require the payment of network fees ("Gas Fees") to network miners or validators. You will be solely responsible for paying the Gas Fees for any transaction you initiate via the Platform. You understand that Gas Fees are variable and may increase dramatically due to network congestion.

3.4 Information Accuracy: If you are a Merchant, you are responsible for ensuring the accuracy and timeliness of the Quotations you publish. If you are a User, you are responsible for carefully reviewing all transaction details before confirmation.

Prohibited Activities

You agree that you will not engage in, attempt to engage in, or assist others in engaging in any of the following categories of prohibited activities in relation to your access or use of the Platform:

4.1 Intellectual Property Infringement: Activity that infringes on or violates any copyright, trademark, service mark, patent, right of publicity, right of privacy, or other proprietary or intellectual property rights

4.2 Cyberattacks and Disruption: Activity that seeks to interfere with, disrupt, or compromise the integrity, security, or proper functioning of any computer, server, network, personal device, or other information technology system, including but not limited to the deployment of viruses, malware, worms, trojan horses, denial-of-service attacks, or any form of phishing.

4.3 Fraud and Misrepresentation: Activity that seeks to defraud us or any other person or entity, including providing any false, inaccurate, or misleading information to unlawfully obtain the property of another.

4.4 Market Manipulation: Activity that violates any applicable law, rule, or regulation concerning the integrity of trading markets, including but not limited to manipulative tactics commonly known as "rug pulls," "pumping and dumping," and "wash trading." congestion.

4.5 Violations of Financial Regulations: Activity that violates any applicable law, rule, or regulation concerning securities, derivatives, commodities, or any other financial products, including but not limited to the unregistered offering of securities.

4.6 Trafficking in Illicitly Obtained Items: Buying, selling, or transferring stolen items, fraudulently obtained items, items taken without authorization, and/or any other illegally obtained items.

4.7 Data Mining or Scraping: Activity that involves data mining, robots, scraping, or similar data gathering or extraction methods of content or information from the Platform without our express written permission.

4.8 Any Other Unlawful Conduct: Activity that violates any applicable law, rule, or regulation of the United States, your jurisdiction, or any other relevant jurisdiction.

Risk Disclosures & Disclaimers

5.1 General Risk Acknowledgement: You represent that you are financially and technically sophisticated enough to understand the significant inherent risks associated with using cryptographic and blockchain-based systems, and that you have a working knowledge of digital assets (such as stablecoins), non-custodial wallets, and smart contracts.

5.2 Market and Asset Risks:

5.2.1 High Volatility: Digital asset markets are nascent and highly volatile.
5.2.2 Stablecoin Risk: So-called "stablecoins" may not always be stable and their value may de-peg from their underlying asset due to market panics, insufficient collateralization, or mismanagement. AlloyX makes no warranty as to the stability, solvency, or the transparency of the reserves of any stablecoin.
5.2.3 Transaction Irreversibility: Smart contracts may contain undiscovered vulnerabilities, bugs, or errors that could result in the total or partial loss of your assets.
5.2.4 Smart Contract Risk: Blockchain transactions, once confirmed, are generally irreversible. We cannot recover losses for you resulting from user error or any other cause.

5.3 "AS IS" and "AS AVAILABLE" Basis; No Warranties: Independence of Smart Contracts: THE PLATFORM AND ALL RELATED SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT ACCESS TO THE PLATFORM WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR SECURE; THAT THE INFORMATION CONTAINED ON THE PLATFORM (INCLUDING QUOTATIONS FROM THIRD-PARTY MERCHANTS) WILL BE ACCURATE, RELIABLE, COMPLETE, OR CURRENT; OR THAT THE PLATFORM OR ANY RELATED SMART CONTRACTS WILL BE FREE FROM ERRORS, DEFECTS, VIRUSES, OR OTHER HARMFUL ELEMENTS.

5.4 No Investment Advice Disclaimer: Any information, data, charts, or tools provided by the Platform (including but not limited to lists of Merchant Quotations) are for informational purposes only and should never be construed as investment advice, financial advice, trading advice, or any other sort of advice. You should not take, or refrain from taking, any action based on any information contained on the Platform. You alone are responsible for determining whether any investment, investment strategy, or related transaction is appropriate for you based on your personal investment objectives, financial circumstances, and risk tolerance.

Limitation of Liability

6.1 UNDER NO CIRCUMSTANCES SHALL ALLOYX, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH:

6.1.1YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE PLATFORM OR ANY RELATED SERVICES.
6.1.2ANY LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES.
6.1.3 HACKING, TAMPERING, OR ANY OTHER UNAUTHORIZED ACCESS OR USE OF THE PLATFORM OR THE INFORMATION CONTAINED THEREIN.
6.1.4 ANY ERRORS, MISTAKES, OR INACCURACIES OF CONTENT.
6.1.5 THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY (INCLUDING OTHER USERS OR MERCHANTS).

6.2 We assume no liability or responsibility for any claims or damages that may arise as a result of any payments or transactions that you engage in via the Platform. All transactions are conducted solely between you and your counterparty.

6.3 CAP ON LIABILITY: IN NO EVENT SHALL THE AGGREGATE LIABILITY OF ALLOYX TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE PLATFORM EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS ($100.00 USD) OR THE EQUIVALENT IN LOCAL CURRENCY.

Indemnification

You agree to defend, indemnify, and hold harmless AlloyX and its affiliates, directors, officers, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, debt, and expenses (including but not limited to reasonable attorney's fees) arising from or related to:

7.1 Your access to and use of the Platform;

7.2 Your violation of any term of this Agreement;

7.3 Your violation of any third-party right, including without limitation any copyright, property, or privacy right;

7.4 Your violation of any applicable law, rule, or regulation;

7.5 Any other party's access and use of the Platform with your assistance or using any device, account, or wallet that you own or control.

Eligibility and Compliance

8.1 Information You Provide Voluntarily:

8.1.1 Public Blockchain Data: When you use the Platform, we collect information associated with your public wallet address, which is publicly available on the blockchain, such as your wallet address, transaction history, token holdings, etc.
8.1.2 Contact Information: If you contact our support or subscribe to our newsletter, we may collect your name, email address, and any other information you provide in your communications.

8.2 Information We Collect Automatically:

8.2.1 Log and Usage Data: If you contact our support or subscribe to our newsletter, we may collect your name, email address, and any other information you provide in your communications.
8.2.2 Cookies and Similar Technologies: We use cookies and similar technologies to operate and improve our services, such as remembering your preferences and analyzing site traffic. You can choose to disable cookies in your browser, but this may affect some functionality of the Platform.

How We Use Information

We use the information we collect for the following purposes:

9.1 To provide, maintain, operate, and improve the Platform.

9.2 To analyze user behavior and trends to understand user needs and optimize the user experience.

9.3 To communicate with you, respond to your inquiries and requests, and provide customer support.

9.4 To comply with legal obligations, court orders, or governmental requests.

9.5 To enforce our Terms of Service and to protect our rights, privacy, safety, or property, and/or that of our affiliates, you, or others.

Information Sharing and Disclosure

10.1 We do not sell your personal information.

10.2 We may share your information in the following circumstances:

10.2.1 Service Providers: We may share information with third-party service providers who assist us in our operations (e.g., cloud hosting, data analytics). They will only have access to your information to the extent necessary to perform these services for us and are obligated to maintain its confidentiality. holdings, etc.
10.2.2 Legal Requirements: If we believe in good faith that disclosure of your information is necessary or appropriate to comply with a law, regulation, legal process, or mandatory governmental request.
If AlloyX is involved in a merger, acquisition, reorganization, or sale of all or a portion of its assets, your information may be transferred as part of that transaction.

Data Security

We implement commercially reasonable administrative, technical, and physical security measures designed to protect the information we collect from unauthorized access, use, disclosure, alteration, or destruction. However, no method of transmission over the Internet or method of electronic storage is 100% secure. Therefore, we cannot guarantee its absolute security.

Modification of this Agreement

We reserve the right, at our sole discretion, to modify or replace any part of this Agreement at any time. If we make material changes, we will notify you by posting the updated version on the Platform and updating the "Last Modified" date at the top. All modifications will be effective immediately upon posting. Your continued access to or use of the Platform after any such modification constitutes your acceptance of the new Agreement. If you do not agree to any modification, your sole remedy is to discontinue your use of the Platform.

Dispute Resolution, Governing Law, and Arbitration

13.1 Governing Law: This Agreement and its interpretation shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region, without regard to its conflict of law principles.

13.2 Informal Negotiations:The parties agree to first attempt to resolve any dispute, claim, or controversy through informal, good-faith negotiations for at least thirty (30) days by sending an email to info@alloyx.com.

13.3 Binding Arbitration: If the dispute is not resolved through informal negotiations, you and AlloyX agree that any claim, dispute, or controversy arising out of or relating to this Agreement or your use of the Platform (a "Dispute") shall be finally and exclusively resolved by binding arbitration. The arbitration shall take place in Hong Kong, and shall be conducted in English by a single arbitrator in accordance with the rules of the Hong Kong International Arbitration Centre (HKIAC) Arbitration Rules.

13.4 Class Action Waiver: You and AlloyX agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. You expressly waive your right to file or participate in any class action.

13.5 Jury Trial Waiver:YOU AND ALLOYX HEREBY WAIVE THE RIGHT TO A JURY TRIAL IN ANY DISPUTE.

General Provisions

14.1 Entire Agreement: This Agreement constitutes the entire agreement between you and AlloyX with respect to your use of the Platform and supersedes any and all prior or contemporaneous written or oral agreements, communications, or understandings.

14.2 Assignment: You may not assign or transfer any of your rights or obligations under this Agreement without our prior written consent. We may freely assign or transfer this Agreement at our sole discretion.

14.3 Severability:If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be deemed severed from this Agreement, and the validity and enforceability of the remaining provisions shall not be affected.

14.4 No Waiver:Our failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision.

Contact Us

If you have any questions about this Agreement, please contact us at info@alloyx.com.