Terms of Service

Last modified: November 6, 2024

Welcome to ThetaSwap (the “Website”). These Terms of Service (the “Agreement”) govern your access to and use of the Website operated by OpenTheta AG, a company incorporated and existing under the laws of Switzerland, with its principal place of business in Baar, Zug, Switzerland (“OpenTheta”, “we”, “us”, or “our”). By accessing or using the Website, you agree to be bound by this Agreement in its entirety. If you do not agree to these terms, you are not authorized to use the Website.

NOTICE: This Agreement contains important information, including a binding arbitration provision and a class action waiver, which impact your rights regarding dispute resolution. The Website is only available to you if you agree completely with these terms.

1. Introduction

ThetaSwap is a decentralized exchange (DEX) built on the Theta Blockchain, utilizing the Uniswap V2 protocol to facilitate the trading of compatible digital assets (“the Protocol”). The Website serves as one of the primary means to access the Protocol.

2. Modification of this Agreement

We reserve the right to modify this Agreement at any time at our sole discretion. If we make any material changes, we will update the date at the top of this Agreement and notify you by other means as appropriate. Your continued use of the Website following the posting of changes constitutes your acceptance of such changes. If you do not agree with any modifications, you must stop using the Website immediately.

3. Description of Services Provided Through the Website

The Website provides a web-based interface to access the Protocol, enabling users to trade digital assets, provide liquidity, and perform other related activities. The Protocol operates through smart contracts deployed on the Theta Blockchain, and we do not control or operate the Protocol itself.

4. Eligibility

To use the Website, you must:

  • Be at least the age of majority in your jurisdiction (e.g., 18 years old in most jurisdictions).
  • Possess the legal capacity to enter into a binding contract.
  • Not be a subject of economic or trade sanctions imposed by any governmental authority.
  • Comply with all applicable laws and regulations related to your use of the Website.

5. Accessing the Website

To access the Website, you must use a non-custodial wallet compatible with the Theta Blockchain. Your relationship with your wallet provider is governed by their respective terms of service, not by this Agreement. We do not have custody of your wallet or its contents and cannot retrieve or transfer any assets within it. By connecting your wallet to the Website, you agree to this Agreement and all its terms.

6. Intellectual Property Rights

All intellectual property rights in the Website and its content, including software, text, images, trademarks, and designs, are owned by OpenTheta or its licensors. You are granted a limited, non-exclusive, non-transferable license to use the Website for its intended purposes.

By interacting with the Protocol through the Website, you grant us a worldwide, non-exclusive, sublicensable, royalty-free license to use, copy, modify, and display any content you post for business purposes, including to provide, promote, and improve our services. You warrant that you have the necessary rights to grant this license.

7. Prohibited Activities

You agree not to engage in any of the following prohibited activities:

  • Intellectual Property Infringement: Violating any copyright, trademark, or other proprietary rights.
  • Cyberattacks: Attempting to disrupt or interfere with the Website’s functionality or security.
  • Fraud and Misrepresentation: Providing false or misleading information to gain unauthorized benefits.
  • Market Manipulation: Engaging in practices that distort trading markets, such as pump-and-dump schemes.
  • Securities Violations: Violating any laws related to the trading of securities or derivatives.
  • Sale of Stolen Property: Trading assets that are fraudulently obtained or unauthorized.
  • Data Mining or Scraping: Using automated means to extract data from the Website without permission.
  • Objectionable Content: Posting harmful, abusive, or illegal content.
  • Any Other Unlawful Conduct: Engaging in activities that violate applicable laws and regulations.

8. Non-Registered with Regulatory Authorities

OpenTheta is not registered with the Swiss Financial Market Supervisory Authority (FINMA) or any other regulatory body as a national securities exchange or in any other capacity. We do not broker trading orders, facilitate trade execution, or guarantee market prices. All trading occurs on the public Theta Blockchain, and you acknowledge that OpenTheta does not control the Protocol’s liquidity pools or trade execution.

9. Non-Solicitation; No Investment Advice

  • All trades are unsolicited and initiated solely by you.
  • We do not provide investment advice or conduct suitability reviews of your trades.
  • Any informational materials provided are for informational purposes only and should not be construed as investment recommendations.

10. Non-Custodial and No Fiduciary Duties

The Website is a non-custodial platform. We do not have custody of your digital assets and are not responsible for the security of your wallet. You are solely responsible for safeguarding your private keys and seed phrases. This Agreement does not create any fiduciary duties between you and OpenTheta.

11. Compliance and Tax Obligations

You are responsible for complying with all applicable laws and regulations related to your use of the Website and the Protocol, including tax obligations arising from transactions.

12. Assumption of Risk

By using the Website, you acknowledge and accept the inherent risks associated with blockchain and cryptocurrency transactions, including but not limited to market volatility, smart contract vulnerabilities, and irreversible transactions.

13. Third-Party Resources and Promotions

The Website may contain links to third-party resources or promotions. We do not endorse or assume responsibility for any third-party content or promotions. Your interactions with third parties are solely between you and those parties.

14. Release of Claims

You agree to waive and release OpenTheta from any liability arising from your use of the Website. If you are a resident of Switzerland, you waive the benefits of applicable local laws that may affect this waiver.

15. Indemnity

You agree to indemnify and hold harmless OpenTheta and its affiliates from any claims, damages, losses, liabilities, costs, or expenses arising from your use of the Website or violation of this Agreement.

16. No Warranties

The Website and Protocol are provided "AS IS" and "AS AVAILABLE" without any warranties, express or implied. We do not guarantee the accuracy, reliability, or security of the Website or the Protocol.

17. Limitation of Liability

Under no circumstances shall OpenTheta or its affiliates be liable for any indirect, incidental, special, consequential, or punitive damages arising from your use of the Website or the Protocol, even if advised of the possibility of such damages.

18. Dispute Resolution; Arbitration

PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT CONTAINS CERTAIN PROVISIONS, SUCH AS A BINDING ARBITRATION SECTION AND CLASS ACTION WAIVER, WHICH AFFECT YOUR LEGAL RIGHTS. THIS CLAUSE REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH THE COMPANY AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

Binding Arbitration

Any Dispute, controversy, or claim arising out of or in connection with this Agreement, including the validity, invalidity, breach, or termination thereof, shall be decided by arbitration pursuant to the International Arbitration Rules of the Swiss Chamber of Commerce ("Rules") in force at the date at which the notification of arbitration is formally deposited in accordance with the Rules.

  • Number of Arbitrators: One.
  • Seat of Arbitration: Geneva, Switzerland.
  • Language: English.
  • Final and Binding: The arbitration award shall be final and binding on the Parties.

No Class Arbitrations, Class Actions or Representative Actions

Any Dispute is personal to you and OpenTheta and will not be brought as a class arbitration, class action, or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.

Notice; Informal Dispute Resolution

Each Party will notify the other Party in writing of any Dispute within thirty (30) days of the date it arises, so that the Parties can attempt in good faith to resolve the Dispute informally. Notice to OpenTheta shall be sent by email to OpenTheta at contract@opentheta.io. Notice to you shall be sent to any address you provide to us in writing in a notice. Your notice must include:

  1. Your name, postal address, email address, and telephone number.
  2. A description in reasonable detail of the nature or basis of the Dispute.
  3. The specific relief that you are seeking.

If you and OpenTheta cannot agree how to resolve the Dispute within thirty (30) days after the date that the notice is received by the applicable Party, then either you or OpenTheta may, as appropriate and in accordance with this Section, commence an arbitration proceeding.

Governing Law

These Terms shall be governed in all respects, including as to validity, interpretation, and effect, by the laws of Switzerland, without giving effect to its principles or rules of conflict of laws, to the extent such principles or rules are not mandatorily applicable by statute and would permit or require the application of the laws of another jurisdiction.

19. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Switzerland, without regard to its conflict of law principles. You agree that any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the competent courts of Zurich, Switzerland.

20. Termination

If you breach any of the provisions of these Terms, all licenses granted by OpenTheta will terminate automatically. Additionally, notwithstanding anything contained in these Terms, we reserve the right, with or without notice and in our sole discretion, to suspend, disable, terminate, or delete your Account and/or your ability to access or use the Service (or any part of the foregoing) at any time and for any or no reason, and you acknowledge and agree that we shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to us.

21. Miscellaneous

Assignment

You shall not assign these Terms without the prior written consent of OpenTheta. Any assignment or transfer in violation of this Section will be void. OpenTheta may assign these Terms to an affiliate. Subject to the foregoing, these Terms, and the rights and obligations of the Parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators, and legal representatives. Any purported assignment in violation of this provision shall be void.

Entire Agreement

These Terms, including the materials incorporated herein by reference, constitute the entire agreement between the Parties and supersede all prior or contemporaneous agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof. To the extent any of the materials incorporated by reference contradict anything contained in these Terms, the provisions of these Terms shall prevail. No Party shall be liable or bound to another Party in any manner with regard to the subjects hereof or thereof by any warranties, representations, or covenants except as specifically set forth herein or therein.

Severability

If any term, clause, or provision of these Terms is determined by a court of competent jurisdiction to be invalid, void, or unenforceable for any reason, the remainder of the terms, clauses, or provisions set forth herein shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.