Terms of Service

Last modified August 13, 2023

ALKIMIYA PRODUCTS ARE NOT OFFERED TO PERSONS OR ENTITIES WHO RESIDE IN, ARE CITIZENS OF, ARE LOCATED IN, ARE INCORPORATED IN, OR HAVE A REGISTERED OFFICE IN THE UNITED STATES OF AMERICA (COLLECTIVELY, “US PERSONS”). MOREOVER, NO SERVICES (AS DEFINED BELOW) ARE OFFERED TO PERSONS OR ENTITIES WHO RESIDE IN, ARE CITIZENS OF, ARE LOCATED IN, ARE INCORPORATED IN, OR HAVE A REGISTERED OFFICE IN ANY RESTRICTED TERRITORY (AS DEFINED BELOW, AND ANY SUCH PERSON OR ENTITY FROM A RESTRICTED TERRITORY, A “RESTRICTED PERSON”). WE DO NOT MAKE EXCEPTIONS; THEREFORE, IF YOU ARE A US PERSON, THEN DO NOT ATTEMPT TO USE OUR PRODUCTS AND IF YOU ARE A RESTRICTED PERSON, THEN DO NOT ATTEMPT TO USE ANY OF THE SERVICES. USE OF A VIRTUAL PRIVATE NETWORK (“VPN”) TO CIRCUMVENT THE RESTRICTIONS SET FORTH HEREIN IS PROHIBITED.

These terms of use, together with any documents and additional terms they expressly incorporate by reference, which includes any other terms and conditions or other agreement that Alkimiya. and its affiliates (“Alkimiya,” “we,” “us” and “our”) posts publicly or makes available to you or the company or other legal entity you represent (“you” or “your”) (collectively, these “Terms”), are entered into between Alkimiya and you concerning your use of, and access to, Alkimiya’s websites; web applications; mobile applications; and all associated sites linked thereto by Alkimiya (collectively with any materials and services available therein, and successor website(s) or application(s) thereto, the “Site”).

Please read these Terms carefully, as these Terms govern your use of the Site and all other software that Alkimiya or a third party has developed for trading cryptocurrencies and other blockchain-based assets (collectively, “Digital Assets”), including entering into Silicas related to Digital Assets, exchanging one Digital Asset for another Digital Asset, receiving non-fungible tokens (“NFTs”). These Terms expressly cover your rights and obligations, and our disclaimers and limitations of legal liability, relating to your use of, and access to, the Site and the Services. By clicking “I agree” (or a similar language) to these Terms, acknowledging these Terms by other means, or otherwise accessing or using the Site or the Services, you accept and agree to be bound by and to comply with these Terms, including the mandatory arbitration provision in Section 15. If you do not agree to these Terms, then you must not access or use the Site or the Services.

Please carefully review the disclosures and disclaimers set forth in Section 12 in their entirety before using any software developed by Alkimiya. The information in Section 12 provides important details about the legal obligations associated with your use of the Services. By accessing or using the Site or the Services, you agree that Alkimiya does not provide execution, settlement, or clearing services of any kind and is not responsible for the execution, settlement, or clearing of transactions automated through the Services.

1. Modifications to these terms

We reserve the right, in our sole discretion, to modify these Terms from time to time. If we make changes, we will provide you with notice of such changes, such as by providing notice through the Services or updating the “Last Updated” date at the top of these Terms. Unless we state otherwise in our notice, all such modifications are effective immediately, and your continued use of the Site and the Services after we provide that notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, then you must stop using the Site and the Services.

2. Use of Services

1. As a condition to accessing or using the Services or the Site, you represent and warrant to Alkimiya the following:
   • If you are entering into these Terms as an individual, then you are of legal age in the jurisdiction in which you reside and you have the legal capacity to enter into these Terms and be bound by them;
   • If you are entering into these Terms as an entity, then you must have the legal authority to accept these Terms on that entity’s behalf, in which case “you” (except as used in this paragraph) will mean that entity;
   • If you are entering into these Terms to access Silicas or will in the future access Silicas, then you are not a US Person and are not accessing Silicas from a US IP address;
   • You do not reside in, are not located or incorporated in and do not have a registered office in North Korea, Russia, mainland China, Cuba, Afghanistan, Belarus, Burma, Central African Republic, Democratic Republic of Congo, Iran, Iraq, Lebanon, Libya, Mali, Nicaragua, Somalia, South Sudan, Syria, Venezuela, Yemen, Zimbabwe, or any other country or region that is the subject of comprehensive country-wide or region-wide economic sanctions by the United States (collectively, “Restricted Territories”);
   • You are not the subject of economic or trade sanctions administered or enforced by any governmental authority or otherwise designated on any list of prohibited or restricted parties (including the list maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury) (collectively, “Sanctioned Person”);
   • You do not intend to transact with any Restricted Person or Sanctioned Person;
   • You do not, and will not, use a VPN or any other privacy or anonymization tools or techniques to circumvent, or attempt to circumvent, any restrictions that apply to the Services; and
   • Your access to the Services (a) is not prohibited by and does not otherwise violate or assist you to violate any domestic or foreign law, rule, statute, regulation, by-law, order, protocol, code, decree, or another directive, requirement, or guideline, published or in force that applies to or is otherwise intended to govern or regulate any person, property, transaction, activity, event or other matter, including any rule, order, judgment, directive or other requirement or guideline issued by any domestic or foreign federal, provincial or state, municipal, local or other governmental, regulatory, judicial or administrative authority having jurisdiction over Alkimiya, you, the Site or the Services, or as otherwise duly enacted, enforceable by law, the common law or equity (collectively, “Applicable Laws”); and (b) does not contribute to or facilitate any illegal activity.
2. As a condition to accessing or using the Services or the Site, you acknowledge, understand, and agree to the following:
   • From time to time, the Site and the Services may be inaccessible or inoperable for any reason, including: (a) equipment malfunctions; (b) periodic maintenance procedures or repairs that Alkimiya or any of our suppliers or contractors may undertake from time to time; (c) causes beyond Alkimiya’s control or that Alkimiya could not reasonably foresee; (d) disruptions and temporary or permanent unavailability of underlying blockchain infrastructure; or (e) unavailability of third-party service providers or external partners for any reason;
   • We reserve the right to disable or modify access to the Site and the Services (such as restricting features of the Services) at any time in the event of any breach of these Terms, including, if we reasonably believe any of your representations and warranties may be untrue or inaccurate, and we will not be liable to you for any losses or damages you may suffer as a result of or in connection with the Site or the Services being inaccessible to you at any time or for any reason;
   • The Site and the Services may evolve, which means Alkimiya may apply changes, replace, or discontinue (temporarily or permanently) the Services at any time in our sole discretion;
   • The pricing information and other data provided on the Site does not represent (i) an offer, a solicitation of an offer, or recommendation to enter into, a transaction with Alkimiya or (ii) any advice regarding a transaction entered into using the Site and the Services;
   • Alkimiya does not act as an agent for you or any other user of the Site or the Services;
   • You are solely responsible for your use of the Services, including all of your transfers of Digital Assets;
   • To the fullest extent not prohibited by Applicable Law, we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, you hereby irrevocably disclaim, waive, and eliminate those duties and liabilities;
   • You are solely responsible for reporting and paying any taxes applicable to your use of the Services;
   • We have no control over, or liability for, the delivery, quality, safety, legality, or any other aspect of any Digital Assets that you may transfer to or from a third party, and we are not responsible for ensuring that an entity with whom you transact completes the transaction or is authorized to do so, and if you experience a problem with any transactions in Digital Assets using the Services, then you bear the entire risk;
   • We may, from time to time, operate contests, promotions or other activities or offer referral programs (“Promotions and Referrals”), which may be governed by separate terms and conditions and rules that may contain certain eligibility requirements; and you are responsible for reading all terms and conditions and rules relating to the Promotions and Referrals to determine whether you are eligible to participate; if you enter or participate in any Promotions and Referrals, then you agree to abide by and to comply with all terms and conditions and rules of such Promotions and Referrals; all Promotions and Referrals will be optional so you should not enter or participate in such Promotions and Referrals if you do not agree to abide by and comply with all such terms and conditions and rules; and
3. As a condition to accessing or using the Services or the Site, you covenant to Alkimiya the following:
   • In connection with using the Services, you only will transfer legally-obtained Digital Assets that belong to you;
   • You will obey all Applicable Laws in connection with using the Services, and you will not use the Site or the Services if the laws of your country, or any other Applicable Law, prohibit you from doing so;
   • Any Digital Assets you use in connection with the Services are either owned by you or you are validly authorized to carry out actions using such Digital Assets; and
   • In addition to complying with all restrictions, prohibitions, and other provisions of these Terms, you will (a) ensure that, at all times, all information that you provide on the Site and during your use of the Services is current, complete, and accurate; and (b) maintain the security and confidentiality of your private keys associated with your public cryptocurrency address, passwords, API keys and other related credentials.

3. Fees and price estimates

In connection with your use of the Services, unless expressly stated otherwise pursuant to a promotion operated by Alkimiya, you are required to pay all fees necessary for interacting with the various blockchain networks, including “gas” costs, as well as all other fees reflected on the Site at the time of your use of the Services. Although we attempt to provide accurate fee information, this information reflects our estimates of fees, which may vary from the actual fees paid to use the Services and interact with the various blockchain networks.

4. No professional advice or fiduciary duties

All information provided in connection with your access and use of the Site and the Services is for informational purposes only and should not be construed as professional advice. You should not take, or refrain from taking, any action based on any information contained on the Site or any other information that we make available at any time, including blog posts, data, articles, links to third-party content, discord content, news feeds, tutorials, tweets, and videos. Before you make any financial, legal, or other decisions involving the Services, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate. The Terms are not intended to, and do not, create or impose any fiduciary duties on us. You further agree that the only duties and obligations that we owe you are those set out expressly in these Terms.

5. Prohibited Activity

You may not use the Services to engage in the categories of activity set forth below (“Prohibited Uses”). The specific activities set forth below are representative, but not exhaustive, of Prohibited Uses. If you are uncertain as to whether your use of the Services involves a Prohibited Use or have other questions about how these requirements apply to you, then please contact us at info@alkimiya.io. By using the Site or the Services, you confirm that you will not use the Site or the Services to do any of the following:

• Violate any Applicable Laws including any relevant and applicable anti-money laundering and anti-terrorist financing laws and sanctions programs, such as the Bank Secrecy Act and the U.S. Department of Treasury’s Office of Foreign Asset Controls;
• Engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy, or any other proprietary right under Applicable Law, including sales, distribution or access to counterfeit music, movies, software or other licensed materials without the appropriate authorization from the rights holder; use of Alkimiya’s or our licensors’ intellectual property, name or logo, including use of Alkimiya’s trade, service or licensed marks, without express consent from Alkimiya or in a manner that otherwise harms Alkimiya; any action that implies an untrue endorsement by or affiliation with Alkimiya;
• Engage in improper or abusive trading practices, including (a) any fraudulent act or scheme to defraud, deceive, trick or mislead; (b) trading ahead of another user of the Services or front-running; (c) fraudulent trading; (d) accommodation trading; (e) fictitious transactions; (f) pre-arranged or non-competitive transactions; (g) cornering, or attempted cornering, of any Silicas; (h) violations of bids or offers; (i) spoofing; (j) manipulation; (k) spoofing; or (l) knowingly making any bid or offer for the purpose of making a market price that does not reflect the true state of the market.
• Use the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Services, or that could damage, disable, overburden, or impair the functioning of the Site or the Services in any manner;
• Circumvent any content-filtering techniques, security measures or access controls that Alkimiya employs on the Site, including through the use of a VPN;
• Use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access the Services, to extract data, or to introduce any malware, virus, Trojan horse, worm, logic bomb, drop-dead device, backdoor, shutdown mechanism or other harmful material into the Site or the Services;
• Provide false, inaccurate, or misleading information while using the Site or the Services or engage in activity that operates to defraud Alkimiya, other users of the Services or any other person;
• Use or access the Site or the Services to transmit or exchange Digital Assets that are the direct or indirect proceeds of any criminal or fraudulent activity, including terrorism or tax evasion;
• Use the Site in any way that is, in our sole discretion, libelous, defamatory, profane, obscene, pornographic, sexually explicit, indecent, lewd, vulgar, suggestive, harassing, stalking, hateful, threatening, offensive, discriminatory, bigoted, abusive, inflammatory, fraudulent, deceptive or otherwise objectionable, or likely or intended to incite, threaten, facilitate, promote, or encourage hate, racial intolerance or violent acts against others;
• Use the Site or the Services from a jurisdiction (including an IP address in a jurisdiction) that we have, in our sole discretion, determined is a jurisdiction where the use of the Site or the Services is prohibited, including the United States of America or any Restricted Territory;
• Harass, abuse or harm another person, including Alkimiya’s employees and service providers;
• Impersonate another user of the Services or otherwise misrepresent yourself; or
• Engage or attempt to engage, or encourage, induce or assist any third party to engage or attempt to engage in any of the activities prohibited under this Section 5 or any other provision of these Terms.

6. Content

You hereby grant to us a royalty-free, fully paid-up, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, copy, modify, create derivative works of, display, perform, publish and distribute, in any form, medium or manner, any content that is available to other users as a result of your use of the Site or the Services (collectively, “Your Content”), including for promoting Alkimiya, the Services or the Site. You represent and warrant that (a) you own Your Content or have the right to grant the rights and licenses in these Terms; and (b) Your Content and our use of Your Content, as licensed herein, does not and will not violate, misappropriate or infringe on any third party’s rights.

7. Proprietary Rights

1. You acknowledge that certain aspects of the Site or the Services may use, incorporate or link to certain open-source components and that your use of the Site or Services is subject to, and you will comply with, any applicable open-source licenses that govern any such open-source components (collectively, the “Open-Source Licenses”). Without limiting the generality of the foregoing, you may not (a) resell, lease, lend, share, distribute, or otherwise permit any third party to use the Site or the Services; (b) use the Site or the Services for time-sharing or service bureau purposes; or (c) otherwise use the Site or the Services in a manner that violates the Open-Source Licenses.
2. Excluding third-party software that the Site or the Services incorporates, as between you and Alkimiya, Alkimiya owns the Site and the Services, including all technology, content and other materials used, displayed or provided on the Site or in connection with the Services (including all intellectual property rights subsisting therein, whether or not subject to the Open-Source Licenses), and hereby grants you a limited, non-exclusive, revocable, non-transferable, non-sublicensable license to access and use those portions of the Site and the Services that are proprietary to Alkimiya and not available pursuant to the Open-Source Licenses.
3. Any of Alkimiya’s product or service names, logos, and other marks used on the Site or as a part of the Services, including Alkimiya's name and logo, are trademarks owned by Alkimiya or our licensors. You may not copy, imitate, or use them without the prior written consent of Alkimiya or the applicable licensors, and these Terms do not grant you any rights in those trademarks. You may not remove, obscure, or alter any legal notices displayed in or along with the Site or the Services.
4. The Services are non-custodial. When you deposit Digital Assets into any Alkimiya-developed smart contract, you retain control over those Digital Assets at all times. The private key associated with the cryptocurrency addresses from which you transfer Digital Assets is the only private key that can control the Digital Assets you transfer into the Alkimiya-developed smart contracts. In some cases, you may withdraw Digital Assets from any Alkimiya-developed smart contract only to the cryptocurrency addresses from which you deposited the Digital Assets.

8. Links

The Services provide, or third parties may provide, links to other World Wide Web or accessible sites, applications, or resources. You acknowledge and agree that Alkimiya is not responsible for the availability of such external sites, applications or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Company will 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 content, goods, or services available on or through any such site or resource.

9. Modification, Suspension, and Termination

We may, at our sole discretion, from time to time and with or without prior notice to you, modify, suspend or disable (temporarily or permanently) the Services, in whole or in part, for any reason whatsoever, including to only allow open Silicas to be closed. Upon termination of your access, your right to use the Services will immediately cease. We will not be liable for any losses suffered by you resulting from any modification to any Services or from any modification, suspension or termination, for any reason, of your access to all or any portion of the Site or the Services. The following sections of these Terms will survive any termination of your access to the Site or the Services, regardless of the reasons for its expiration or termination, in addition to any other provision which by law or by its nature should survive: Section 7 and Section 9 through Section 17.

10. Risks

1. By utilizing the Services or interacting with the Site in any way, you understand and agree to the inherent risks associated with cryptographic systems and blockchain-based networks; Digital Assets, including the usage and intricacies of native Digital Assets, like ether (ETH); smart contract-based tokens, including fungible tokens and NFTs; and systems that interact with blockchain-based networks. Alkimiya does not own or control any of the underlying software through which blockchain networks are formed. In general, the software underlying blockchain networks, including the various blockchains, are open source, such that anyone can use, copy, modify, and distribute it. By using the Services, you acknowledge and agree (a) that Alkimiya is not responsible for the operation of the blockchain-based software and networks underlying the Services, (b) that there exists no guarantee of the functionality, security, or availability of that software and networks, and (c) that the underlying blockchain-based networks are subject to sudden changes in operating rules, such as those commonly referred to as “forks,” which may materially affect the Services. Blockchain networks use public and private key cryptography. You alone are responsible for securing your private key(s). We do not have access to your private key(s). Losing control of your private key(s) will permanently and irreversibly deny you access to Digital Assets on blockchain-based networks. Neither Alkimiya nor any other person or entity will be able to retrieve or protect your Digital Assets. If your private key(s) are lost, then you will not be able to transfer your Digital Assets to any other blockchain address or wallet. If this occurs, then you will not be able to realize any value or utility from the Digital Assets that you may hold.
2. The Services and your Digital Assets could be impacted by one or more regulatory inquiries or regulatory actions, which could impede or limit the ability of Alkimiya to continue to make available our proprietary software and could impede or limit your ability to access or use the Services.
3. You acknowledge and understand that cryptography is a progressing field with advances in code cracking or other technical advancements, such as the development of quantum computers, which may present risks to Digital Assets and the Services, and could result in the theft or loss of your Digital Assets. To the extent possible, we intend to update Alkimiya-developed smart contracts related to the Services to account for any advances in cryptography and to incorporate additional security measures necessary to address risks presented from technological advancements, but that intention does not guarantee or otherwise ensure full security of the Services.
4. You understand that the various cryptocurrency networks remain under development, which creates technological and security risks when using the Services in addition to uncertainty relating to Digital Assets and transactions therein. You acknowledge that the cost of transacting on various cryptocurrency blockchains is variable and may increase at any time causing impact to any activities taking place, which may result in price fluctuations or increased costs when using the Services.
5. You acknowledge that the Services are subject to flaws and that you are solely responsible for evaluating any code provided by the Services or Site. This warning and other warnings that Alkimiya provides in these Terms are in no way evidence or represent an on-going duty to alert you to all of the potential risks of utilizing the Services or accessing the Site.
6. Although we intend to provide accurate and timely information and data on the Site and during your use of the Services, the Site and other information available when using the Services may not always be entirely accurate, complete, or current and may also include technical inaccuracies or typographical errors. To continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including information regarding our policies. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Site or as part of the Services are your sole responsibility. No representation is made as to the accuracy, completeness, or appropriateness for any particular purpose of any pricing information distributed via the Site or otherwise when using the Services. Prices and pricing information may be higher or lower than prices available on platforms providing similar services.
7. Any use or interaction with the Services requires a comprehensive understanding of applied cryptography and computer science to appreciate the inherent risks, including those listed above. You represent and warrant that you possess relevant knowledge and skills. Any reference to a type of Digital Asset on the Site or otherwise during the use of the Services does not indicate our approval or disapproval of the technology on which the Digital Asset relies, and should not be used as a substitute for your understanding of the risks specific to each type of Digital Asset.
8. Use of the Services, in particular for trading Digital Assets and entering into Silicas, may carry financial risk. Digital Assets, especially in connection with Silicas, are, by their nature, highly experimental, risky, and volatile. Transactions entered into in connection with the Services are irreversible, final and there are no refunds. You acknowledge and agree that you will access and use the Site and the Services at your own risk. The risk of loss in trading Digital Assets, especially entering into Silicas, 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 Services, 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, including Silicas. 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 Services or any Digital Asset. You accept all consequences of using the Services, 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 Terms, we accept no responsibility whatsoever for, and will in no circumstances be liable to you in connection with, your use of the Services for performing Digital Asset transactions, including entering into Silicas.
9. We must comply with Applicable Law, which may require us to, upon request by government agencies, take certain actions or provide information, which may not be in your best interests.
10. You understand that you are responsible for all trades you place, including any erroneous orders that may be filled. We do not take any action to resolve erroneous trades that result from your errors.
11. You hereby assume and agree that Alkimiya will have no responsibility or liability for the risks set forth in this Section 10. You hereby irrevocably waive, release and discharge all claims, whether known or unknown to you, against Alkimiya and our shareholders, members, directors, officers, employees, agents, and representatives, suppliers, and contractors related to any of the risks set forth in this Section 10.

11. Indemnification

You will defend, indemnify, and hold harmless Alkimiya and our stockholders, members, directors, officers, managers, employees, attorneys, agents, representatives, suppliers, and contractors (collectively, “Indemnified Parties”) from any claim, demand, lawsuit, action, proceeding, investigation, liability, damage, loss, cost or expense, including reasonable attorneys’ fees, arising out of or relating to (a) your use of, or conduct in connection with, the Site or the Services; (b) Digital Assets associated with your cryptocurrency addresses; (c) any feedback or user content you provide to Alkimiya, if any, concerning the Site or the Services; (d) your violation of these Terms; or (e) your infringement or misappropriation of the rights of any other person or entity. If you are obligated to indemnify any Indemnified Party, Alkimiya (or, at our sole discretion, the applicable Indemnified Party) will have the right, in our or its sole discretion, to control any action or proceeding and to determine whether Alkimiya wishes to settle, and if so, on what terms, and you agree to cooperate with Alkimiya in the defense.

12. Disclosures; Disclaimers

1. Alkimiya is a developer of software. Alkimiya does not operate a Digital Asset or exchange platform or offer trade execution or clearing services and has no oversight, involvement, or control concerning your transactions using the Services. All transactions between users of Alkimiya-developed software are executed peer-to-peer directly between the users’ cryptocurrency addresses through a smart contract.
2. You are responsible for complying with all Applicable Laws that govern your Silicas. As a result of restrictions under the Commodity Exchange Act and the regulations promulgated thereunder by the U.S. Commodity Futures Trading Commission (“CFTC”), no US Person may enter into Silicas using the Services.
3. You understand that Alkimiya is not registered or licensed by any regulatory agency or authority. No such agency or authority has reviewed or approved the use of the Alkimiya-developed software.
4. To the maximum extent permitted under Applicable Law, the Site and the Services (and any of their content or functionality) provided by or on behalf of us are provided on an “AS IS” and “AS AVAILABLE” basis, and we expressly disclaim, and you hereby waive, any representations, conditions or warranties of any kind, whether express or implied, legal, statutory or otherwise, or arising from statute, otherwise in law, course of dealing, or usage of trade, including the implied or legal warranties and conditions of merchantability, merchantable quality, quality or fitness for a particular purpose, title, security, availability, reliability, accuracy, quiet enjoyment and non-infringement of third party rights. Without limiting the foregoing, we do not represent or warrant that the Site or the Services (including any data relating thereto) will be uninterrupted, available at any particular time, or error-free. Further, we do not warrant that errors in the Site or the Service are correctable or will be correctable.
5. You acknowledge that your data on the Site may become irretrievably lost or corrupted or temporarily unavailable due to a variety of causes, and agree that, to the maximum extent permitted under Applicable Law, we will not be liable for any loss or damage caused by denial-of-service attacks, software failures, viruses or other technologically harmful materials (including those which may infect your computer equipment), protocol changes by third-party providers, Internet outages, force majeure events or other disasters, scheduled or unscheduled maintenance, or other causes either within or outside of our control.
6. The disclaimer of implied warranties contained herein may not apply if and to the extent such warranties cannot be excluded or limited under the Applicable Law of the jurisdiction in which you reside.

13. Exclusion of Consequential and Related Claims

In no event will Alkimiya, our suppliers and contractors, and our and our suppliers’ and contractors’ respective stockholders, members, directors, officers, managers, employees, attorneys, agents, representatives, suppliers and contractors (collectively, the “Risk Limited Parties”) be liable for any incidental, indirect, special, punitive, consequential or similar damages or liabilities whatsoever (including damages for loss of fiat, assets, data, information, revenue, opportunities, use, goodwill, profits or other business or financial benefit) arising out of or in connection with the Site and the Services), any execution or settlement of a transaction, any performance or non-performance of the Services, your Digital Assets, Silicas or any other product, service or other item provided by or on behalf of Alkimiya, whether under contract, tort (including negligence), civil liability, statute, strict liability, breach of warranties, or under any other theory of liability, and whether or not we have been advised of, knew of or should have known of the possibility of such damages and, notwithstanding any failure of the essential purpose of these Terms or any limited remedy hereunder, nor is Alkimiya in any way responsible for the execution or settlement of transactions between users of Alkimiya-developed software.

14. Limitation of Liability

In no event will Alkimiya’s aggregate liability (together with our stockholders, members, directors, managers, officers, employees, attorneys, agents, representatives, suppliers, or contractors) arising out of or in connection with the Site and the Services (and any of their content and functionality), any performance or nonperformance of the Services, your Digital Assets, Silicas or any other product, service or other item provided by or on behalf of Alkimiya, whether under contract, tort (including negligence), civil liability, statute, strict liability or other theory of liability exceed the amount of fees paid by you to Alkimiya under these Terms, if any, in the two (2) month period immediately preceding the event giving rise to the claim for liability.

15. Dispute Resolution & Arbitration

Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Alkimiya and limits how you can seek relief from Alkimiya. Also, arbitration precludes you from suing in court or having a jury trial.

Binding Arbitration. Except for disputes in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets or patents, you and Alkimiya: (a) waive the right to have any and all disputes or claims arising from these Terms, your use or access to the Interface or any other disputes with Alkimiya (collectively, “Disputes”) resolved in a court; and (b) waive any right to a jury trial. Instead, you and Alkimiya agree to arbitrate Disputes that are not resolved informally (as described below) through binding arbitration (i.e. the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it) instead of having the Dispute decided by a judge or jury in court).

No Class Arbitrations, Class Actions or Representative Actions. You and Alkimiya agree that any dispute is personal to you and Alkimiya and that any such dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. Neither party agrees to class arbitration or to an arbitration in which an individual attempts to resolve a dispute as a representative of another individual or group of individuals. Further, you and Alkimiya agree that a dispute cannot be brought as a class, or other types of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.

Process. You and Alkimiya agree that each will notify the other, in writing, of any Dispute within thirty (30) days of when it arises so that the parties can attempt, in good faith, to resolve the Dispute informally. Notice to Alkimiya shall be provided by sending an email to info@alkimiya.io. Your notice must include (1) your name, postal address, and email address; (2) a description of the nature or basis of the Dispute; and (3) the specific action that you are seeking. If you and Alkimiya cannot resolve the Dispute within thirty (30) days of Alkimiya receiving the notice, either you or Alkimiya may commence an arbitration proceeding. You and Alkimiya agree that any arbitration or claim must be commenced or filed within one (1) year after the Dispute arose; otherwise, you and Alkimiya agree that the claim is permanently barred (which means that you will no longer have the right to assert a claim regarding the Dispute).

Authority of Arbitrator. As limited by these Terms and applicable arbitration rules, the arbitrator will have: (a) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute; and (b) the authority to grant any remedy that would otherwise be available in court. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.

16. Governing Law

Choice of Law. These Terms shall be governed by and construed in accordance with Panama law and the Parties hereby submit to the jurisdiction of the Panama courts.

17. General Information

1. Please refer to our Privacy Policy, which is incorporated herein by reference, for information about how we collect, use, share and otherwise process information about you.
2. You consent to receive all communications, agreements, documents, receipts, notices, and disclosures electronically (collectively, our “Communications”) that we provide in connection with these Terms, the Site or any Services. You agree that we may provide our Communications to you by posting them on the Site, by emailing them to you at the email address you provide in connection with using the Services, if any, or by Telegram at the username you provided to us during the course of your use of the Site or the Services. You should maintain copies of our Communications by printing a paper copy or saving an electronic copy. You may also contact us with questions, complaints, or claims concerning the Services at info@alkimiya.io.
3. Any right or remedy of Alkimiya set forth in these Terms is in addition to, and not in lieu of, any other right or remedy whether described in these Terms, under Applicable Law, at law, or in equity. The failure or delay of Alkimiya in exercising any right, power, or privilege under these Terms will not operate as a waiver thereof.
4. The invalidity or unenforceability of any of these Terms will not affect the validity or enforceability of any other of these Terms, all of which will remain in full force and effect.
5. We will have no responsibility or liability for any failure or delay in performance of the Site or any of the Services, or any loss or damage that you may incur, due to any circumstance or event beyond our control, including any flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, or equipment or software malfunction.
6. You may not assign or transfer any right to use the Site or the Services, or any of your rights or obligations under these Terms, without our express prior written consent, including by operation of law or in connection with any change of control. We may assign or transfer any or all of our rights or obligations under these Terms, in whole or in part, with or without notice or obtaining your consent or approval.
7. Except to the extent otherwise provided or unless the context otherwise requires, for the purposes of these Terms: (a) headings of sections are for convenience only and will not be used to limit or construe such sections; (b) whenever the words “include,” “includes” or “including” are used in these Terms, they are deemed to be followed by the words “without limitation”; and (c) the use of “or” is not intended to be exclusive.
8. These Terms contain the entire agreement between you and Alkimiya, and supersede all prior and contemporaneous understandings between the parties with respect to the Site and the Services.
9. In the event of any conflict between these Terms and any other agreement you may have with us, these Terms will control unless such other agreement specifically identifies these Terms and declares that such other agreement supersedes these Terms.
10. You agree that, except as otherwise expressly provided in this Agreement, there is no third-party beneficiaries to the Agreement other than the Indemnified Parties.

Privacy Policy

Last modified August 13, 2023

This Privacy Policy (the “Policy”) explains how Anitya Foundation (“Alkimiya”, the “Company”, “we”, “us” or “our”) collects, uses, and shares data in connection with the Alkimiya web app (https://app.alkimiya.io(opens in a new tab)), https://alkimiya.io/(opens in a new tab) website and all of our other properties, products, and services (the “Services”). Your use of the Services is subject to this Policy as well as our Terms of Service.

Data We Collect

When you interact with the Services, we collect:

• Publicly-available blockchain data. When you connect your non-custodial blockchain wallet to the Services, we collect and log your publicly-available blockchain address to learn more about your use of the Services. Note that blockchain addresses are publicly-available data that are not created or assigned by us or any central party, and by themselves are not personally identifying.
• Information from other tracking technologies. We and our third-party services providers may access and collect information from mobile deviceID, cookies, web beacons, and other similar technologies to provide and personalize the Services and features of the Services for you across sessions. We may use this information to learn about your preferences, your use of the Services, and our interactions with you. Information we collect from these technologies may include things such as browser type, referring/exit pages, operating system, device or browser language, and other device information. We group and analyze these user journeys collectively, in the aggregate, to improve our product user experience.
• Survey or usability information. If you participate in a survey or usability study with us, we will record any biographical information you directly provide to us (for example, your name, email, and job title), the responses you provide to us, and your interactions with the Services.
• Correspondence. We will receive any communications and information you provide directly to us via email, customer support, social media, or another support channel (such as X or Discord), or when you participate in any surveys or questionnaires.
• Information you specifically provide us. If you specifically provide us with information (such as your email address), we may use that information for the purposes described when you provide it to us. We will not attempt to link any information you provide to your wallet address, IP address, or other personal data. You do not need to provide us with any personal data to use the Services.

How We Use Data

We use the data we collect in accordance with your instructions, including any applicable terms in our Terms of Service, and as required by law. We may also use data for the following purposes:

• Providing the Services. We use the data we collect to provide, maintain, customize and improve our Services and features of our Services.
• Customer support. We may use information to provide customer support for and answer inquiries about the Services.
• Safety and security. We may use data to protect against, investigate, and stop fraudulent, unauthorized, or illegal activity. We may also use it to address security risks, solve potential security issues such as bugs, enforce our agreements, and protect our users and Company.
• Legal compliance. We may use the information we collect as needed or requested by regulators, government entities, and law enforcement to comply with applicable laws and regulations.
• Aggregated data. We may use some of the information we collect or access to compile aggregated data that helps us learn more about how users use the Services and where we can improve your experience.

How We Share Data

We may share or disclose the data we collect:

• With service providers. We may share your information with our service providers and vendors to assist us in providing, delivering, and improving the Services. For example, we may share your wallet address with service providers like Infura and Cloudflare to provide technical infrastructure services, your wallet address with blockchain analytics providers to detect, prevent, and mitigate financial crime and other illicit or harmful activities, and your activity on our social media pages with our analytics provider to learn more about you interact with us and the Services.
• To comply with our legal obligations. We may share your data in the course of litigation, regulatory proceedings, compliance measures, and when compelled by subpoena, court order, or other legal procedure. We may also share data when we believe it is necessary to prevent harm to our users, our Company, or others, and to enforce our agreements and policies, including our Terms of Service.
• Safety and Security. We may share data to protect against, investigate, and stop fraudulent, unauthorized, or illegal activity. We may also use it to address security risks, solve potential security issues such as bugs, enforce our agreements, and protect our users, Company, and ecosystem.
• Business changes. We may transfer or share data to another entity in the event of a merger, acquisition, bankruptcy, dissolution, reorganization, asset or stock sale, or other business transaction.
• With your consent. We may share your information any other time you provide us with your consent to do so.

We do not share your information with any third parties for any marketing purposes whatsoever.

Third Party Cookies

We use services provided by third parties that use tracking technology such as cookies, deviceID, and localStorage, to collect information about your use of the Services and our interactions with you. You can opt out of having your online activity and device data collected through these third-party services, including by:

• Blocking cookies in your browser by following the instructions in your browser settings. For more information about cookies, including how to see the cookies on your device, manage them, and delete them, visit www.allaboutcookies.org(opens in a new tab).
• Blocking or limiting the use of your advertising ID on your mobile device through the device settings.
• Using privacy plug-ins or browsers. Certain browsers and browser extensions can be configured to block third-party cookies and trackers.
• Using advertising industry opt-out tools on each device or browser where you use the Services, available at http://optout.aboutads.info(opens in a new tab) and http://optout.networkadvertising.org(opens in a new tab).

Third-Party Links and Sites

We may integrate technologies operated or controlled by other parties into parts of the Services. For example, the Services may include links that hyperlink to websites, platforms, and other services not operated or controlled by us. Please note that when you interact with these other parties, including when you leave the Site, those parties may independently collect information about you and solicit information from you. You can learn more about how those parties collect and use your data by consulting their privacy policies and other terms.

Security

We implement and maintain reasonable administrative, physical, and technical security safeguards to help protect data from loss, theft, misuse, unauthorized access, disclosure, alteration, and destruction. Nevertheless, transmission via the internet is not completely secure and we cannot guarantee the security of information about you. You are responsible for all of your activity on the Services, including the security of your blockchain network addresses, cryptocurrency wallets, and their cryptographic keys.

Disclosures for European Union Data Subjects

We process personal data for the purposes described in the section titled “How We Use Data” above. Our bases for processing your data include: (i) you have given consent to the process to us or our service provides for one or more specific purposes; (ii) processing is necessary for the performance of a contract with you; (iii) processing is necessary for compliance with a legal obligation; and/or (iv) processing is necessary for the purposes of the legitimate interested pursued by us or a third party, and your interests and fundamental rights and freedoms do not override those interests.

Your rights under the General Data Protection Regulations (“GDPR”) include the right to (i) request access and obtain a copy of your personal data, (ii) request rectification or erasure of your personal data, (iii) object to or restrict the processing of your personal data; and (iv) request portability of your personal data. Additionally, you may withdraw your consent to our collection at any time. Nevertheless, we cannot edit or delete information that is stored on a particular blockchain. Information such as your transaction data, blockchain wallet address, and assets held by your address that may be related to the data we collect is beyond our control.

To exercise any of your rights under the GDPR, please contact us at info@alkimiya.io. We may require additional information from you to process your request. Please note that we may retain information as necessary to fulfill the purpose for which it was collected and may continue to do so even after a data subject request in accordance with our legitimate interests, including to comply with our legal obligations, resolves disputes, prevent fraud, and enforce our agreements.

Changes to this Policy

If we make material changes to this Policy, we will notify you via the Services. Nevertheless, your continued use of the Services reflects your periodic review of this Policy and other Company terms, and indicates your consent to them.

Contact Us

If you have any questions about this Policy or how we collect, use, or share your information, please contact us at info@alkimiya.io.