Terms of Service
These Terms of Service (the "Agreement" or the “Terms”) explain the terms and conditions by which you may access and use the Products provided by WheelX (together with all affiliates, "WheelX", "we", "our", or "us"). The Products shall include, but shall not necessarily be limited to, https://wheelx.fi, a website-hosted user interface (the "Interface" or "App") and all products and features available via the Interface, including the Smart Contract, API, SDK and all other software that WheelX has developed for bridging & swapping, and other on-chain interaction services. You must read this Agreement carefully as it governs your use of the Products. By accessing or using any of the Products, you signify that you have read, understand, and agree to be bound by this Agreement in its entirety. If you do not agree, you are not authorized to access or use any of our Products and should not use our Products.
1. ELIGIBILITY
To be eligible to access and use the App, you must be at least 18 years old (or the age of majority where you reside, whichever is older), and must not be barred from using the App under applicable law. In addition, you must be able to form a legally binding contract online either on behalf of a company or as an individual.
If you are agreeing to the Agreement on behalf of a company or other legal entity, you represent that you have the legal authority to bind the company or other legal entity to the terms of the Agreement, can form a legally binding contract online, and have the full right, power, and authority to enter into and to comply with the obligations under the Agreement.
Additionally, by accessing the App, you represent and warrant that you are not subject to sanctions by the United States, and are not a citizen or resident of a state, country, territory, or other jurisdiction that is embargoed by the United States or where your use of the App would be illegal or otherwise violate any domestic or foreign law, rule, statute, or regulation (“Applicable Law”).
Prohibited Localities
You are not permitted to access or use the App or any of its services, including the Smart Contract, API, SDK and all other software that WheelX has developed for bridging & swapping, and other on-chain interaction services. If you are located in, established in, or a resident of the following regions or countries: China, the United States (including its territories: American Samoa, Guam, Puerto Rico, Northern Mariana Islands, and the U.S. Virgin Islands), Belarus, Cuba, Crimea Region, Democratic Republic of Congo, Iran, Iraq, New Zealand, North Korea, South Sudan, Sudan, Syria, Zimbabwe. IP addresses from these regions are prohibited from accessing WheelX services.
Sanctions and Restricted Persons
By using or accessing the App, you represent to us that you are not subject to the Sanction Lists and are not a “Restricted Person” as defined in these terms. “Sanction Lists” include any sanctions designations published by international organizations, the United Nations, the European Union, and its Member States, or any state and governmental authorities, including but not limited to the sanctions lists of the United States and the United Kingdom.
Non-Circumvention
You agree not to use any software, technology, or networking techniques, including a Virtual Private Network (VPN), to circumvent or attempt to circumvent these restrictions. Any attempt to bypass these restrictions will result in the immediate suspension or termination of your access to the App.
We reserve the right to limit access to the App in any jurisdiction at any time and at our sole discretion. Furthermore, we may suspend, restrict, or terminate your access to any or all of the features on the App, and/or block or bar any transactions of yours if:
(a) We are required to do so by a subpoena, court order, or binding order of a government authority, or under any applicable laws and regulations;
(b) You breach this Agreement, including engaging in prohibited activities;
(c) We determine to do so for any legal or regulatory reasons at our sole discretion.
2. MODIFICATIONS TO THESE TERMS
We reserve the right, in our sole discretion, to modify the Agreement at any time. If we make changes, we will provide you with notice of such changes by sending an email, providing a notice through the App or updating the date at the top of this Agreement. Unless we say otherwise in our notice, any modifications are effective immediately, and your continued use of the App will confirm your acceptance of the changes. If you do not agree to the amended Agreement, you must stop using the App.
3. PROPRIETARY RIGHTS
We do not claim any ownership rights in any content that users (including you) provide to be made available through the App (“User Content”). You agree that you own or have all rights, title, and interest, including all intellectual property rights, in any User Content you provide to us. You hereby grant us a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, copy, distribute, create derivative works of, display, and perform any User Content that you upload, submit, store, or send on or through the App.
Subject to the foregoing, WheelX owns or is duly authorized to use all intellectual property and other rights in the App and its contents, including all text, images and trademarks displayed or provided on the App, and all App software. Unless expressly authorized by us, you may not copy, modify, adapt, rent, license, sell, publish, distribute, or otherwise permit any third party to access or use the App or any of its contents. Provided that you are eligible, and in consideration for your compliance with the terms of this Agreement, you are hereby granted a single, personal, limited license to access and use the App. This license is non-exclusive, non-transferable, and freely revocable by us at any time without notice or cause. Use of the App or its contents for any purpose not expressly permitted by this Agreement is strictly prohibited.
4. DISCLOSURES; DISCLAIMERS
4.1 WARRANTY DISCLAIMER
To the maximum extent permitted under Applicable Law, the App (and any of its content or functionality) is 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, without limitation, 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 App (including any related data) will be uninterrupted, available at any particular time or error-free. Further, we do not warrant that errors in the App are correctable or will be corrected.
4.2 DISCLAIMER ABOUT INFORMATION ACCURACY
You are aware that we rely on third-party sources for information about certain digital tokens listed on the App and we have the right to choose, change and remove any third-party information source at our discretion. Digital token information, including token price, is currently derived from third-party sources such as coingecko.com. We are not responsible for the quality, accuracy, timeliness, completeness or reliability of any of the digital token information on the App. You are obligated to collect sufficient information and keep yourself well informed before trading any digital tokens on the App.
4.3 FEATURED LISTS
The appearance of digital tokens on any of the App’s featured lists is determined by various factors, including but not limited to their ranking on coingecko.com, performance on the App, and WheelX’s policies of digital token listing. You understand that we do not endorse or promote any digital assets on any of the default lists. We have the right to add, change, update, or remove any digital tokens from any of the featured lists, or from the App at our sole discretion.
4.4 CUSTODY AND CONTROL OF DIGITAL TOKENS
You have full custody and control of the digital tokens in your digital wallets at all times. We do not custody your digital tokens and do not have access to, or retain the electronic private key of your digital wallet. As the owner and custodian of the digital tokens in your digital wallets, you shall bear all risk of loss of such digital tokens.
You understand that WheelX is not registered or licensed by the Commodity Futures Trading Commission, Securities and Exchange Commission, Financial Crimes Enforcement Network, or any financial regulatory authority, and that no financial regulatory authority has reviewed or approved the App. You further understand that WheelX is not acting as an investment adviser or commodity trading adviser to any person, does not offer securities services in the United States or to U.S. persons, and that the contents of the App do not constitute advice or recommendations concerning any commodity, security or other asset.
4.5 RISKS ASSOCIATED WITH DIGITAL TOKENS
By accessing and using the App, you represent that you are financially and technically sophisticated enough to understand the inherent risks associated with using cryptographic and blockchain-based systems, and that you have a working knowledge of the usage and intricacies of digital assets. You understand that blockchain-based transactions are irreversible.
You further understand that the markets for these digital assets are highly volatile due to factors including (but not limited to) adoption, speculation, technology, security, and regulation. You acknowledge and accept that the cost and speed of transacting with cryptographic and blockchain-based systems are variable and may increase dramatically at any time. You further acknowledge and accept the risk that your digital assets may lose some or all of their value while they are supplied to the Protocol through the Site, you may suffer loss due to the fluctuation of prices of tokens in a trading pair or liquidity pool, and, especially in expert modes, experience significant price slippage and cost. You understand that anyone can create a token, including fake versions of existing tokens and tokens that falsely claim to represent projects, and acknowledge and accept the risk that you may mistakenly trade those or other tokens. You further acknowledge that we are not responsible for any of these variables or risks, do not own or control the Protocol, and cannot be held liable for any resulting losses that you experience while accessing or using the Site. Accordingly, you understand and agree to assume full responsibility for all of the risks of accessing and using the Site to interact with the Protocol.
5. TAXES
It is your sole responsibility to fulfill your tax obligations that apply to your transactions conducted on the App. You should withhold, collect, report and remit the correct amounts of taxes to the appropriate tax authorities. We make reasonable efforts to make your transaction history available through your account but we make no representation about the completeness or accuracy of that information.
6. CHANGES; SUSPENSION; TERMINATION
We may, at our sole discretion, at any time and with or without prior notice to you, modify, suspend or disable, temporarily or permanently, the App, in whole or in part, for any reason whatsoever, including, but not limited to, as a result of a security incident.
We will not be liable for any losses suffered by you resulting from any modification to the App or from any suspension or termination, for any reason, of your access to all or any portion of the App.
All of the terms of the Agreement will survive any termination of your access to the App regardless of the reasons for its expiration or termination, in addition to any other provision which by law or by its nature should survive.
7. INDEMNIFICATION
You agree to hold harmless, release, defend, and indemnify us and our officers, directors, employees, contractors, agents, affiliates, and subsidiaries ("Protected Parties") from and against all claims, damages, obligations, losses, liabilities, costs and expenses arising from: (a) your access to and use of the App; (b) your violation of any term or condition of this Agreement, the right of any third party, or any other applicable law, rule, or regulation; and (c) any other party’s access and use of the App with your assistance or using any device or account that you own or control.
8. PROHIBITED ACTIVITIES
You agree not to engage in, or attempt to engage in, any of the following categories of prohibited activity in relation to your access to or use of the App:
8.1 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 under applicable law in any jurisdiction in the world.
8.2 Data Privacy
Activity that violates any applicable laws, and contractual and fiduciary obligations relating to the collection, storage, use, transfer and any other processing of any personal information or any other sensitive or confidential information.
8.3 Cyberattack
Activity that seeks to interfere with 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 and denial of service attacks. Activity that uses any robot, spider, crawler, scraper or other automated means or interface not provided by us to access the Products to introduce any malware, virus, Trojan horse, worm, logic bomb, drop-dead device, backdoor, shutdown mechanism or other harmful material into the Interface or the Products.
8.4 Fraud and Misrepresentation
Activity that seeks to defraud us or any other person or entity, including, but not limited to, providing any false, inaccurate, or misleading information in order to unlawfully obtain the property of another, or to defraud Risk Labs, other users of the Products or any other person.
8.5 Market Manipulation
Activity that violates any applicable law, rule, or regulation concerning the integrity of trading markets, including, but not limited to: the manipulative tactics commonly known as "rug pulls"; pumping and dumping; wash trading; front-running; accommodation trading; fictitious transactions; pre-arranged or non-competitive transactions; cornering or attempting cornering of digital assets; violations of bids or offers; spoofing; knowingly making any bid or offer for the purpose of making a market price that does not reflect the true state of the market; entering orders for the purpose of entering in to transactions without a net change in either party’s open positions but a resulting profit to one party and a loss to the other party, commonly known as a “money pass”; any other manipulation or fraudulent act or scheme to defraud, deceive, trick or mislead; or any other trading activity that, in the reasonable judgment of Risk Labs, is abusive, improper or disruptive to the operation of the Interface.
8.6 Securities and Derivatives Violations
Activity that violates any applicable law, rule, or regulation concerning the trading of securities or derivatives, including, but not limited to, the unregistered offering of securities and the offering of leveraged and margined commodity products to retail customers in the United States.
8.7 Sale of Stolen Property
Buying, selling, or transferring of stolen items, fraudulently obtained items, items taken without authorization, and/or any other illegally obtained items. Using or accessing the Products to transmit or exchange Digital Assets that are the direct or indirect proceeds of any criminal or fraudulent activity, including terrorism or tax evasion.
8.8 Data Mining or Scraping
Activity that involves data mining, robots, scraping, or similar data gathering or extraction methods of content or information from any of our Products.
8.9 Disruptive Content
Activity that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Products, or that could damage, disable, overburden, or impair the functioning of the Interface or the Products in any manner
8.10 Circumvention of Content-Filtering
Activity that circumvents any content-filtering techniques, security measures or access controls that Risk Labs employs on the Interface, including through the use of a VPN.
8.11 Any Other Unlawful Conduct
Activity that violates any applicable law, rule, or regulation of the United States or another relevant jurisdiction, including, but not limited to, the restrictions and regulatory requirements imposed by U.S. law, 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. Activity 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, the Interface or the Products is prohibited, including any Restricted Territory, or any activity with a Sanctioned Person.
Any use as described in this section shall constitute a "Prohibited Use." If we determine or suspect that you have engaged in any Prohibited Use, we may address such Prohibited Use through appropriate action as determined by us in our sole and absolute discretion. Such action may include making a report to any Government, law enforcement, or other authorities, without providing any notice to you about any such report, and suspending or terminating your access to the App or any Services. In addition, should your actions or inaction result in loss being suffered by us or any of our Affiliates, you shall pay an amount to us or the Affiliate so as to render us or the Affiliate whole, including the amount of taxes or penalties that might be imposed on us or the Affiliate.
9. EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES
In no event will WheelX be liable for any incidental, indirect, special, punitive, exemplary, consequential or similar damages or liabilities whatsoever (including, without limitation, damages for loss of data, information, revenue, goodwill, profits or other business or financial benefit) arising out of or in connection with your use of the App, 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 WheelX has been advised of, knew of or should have known of the possibility of such damages.
10. LIMITATION OF LIABILITY
In no event will WheelX's aggregate liability arising out of or in connection with the App (and any of its content and functionality), any performance or non-performance of WheelX, Distributed Ledger Technology tokens, other digital tokens, or any other product, service or other item provided in connection with the App, 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 us in the twelve (12) month period immediately preceding the event giving rise to the claim for liability.
11. RELEASE
To the extent permitted by applicable law, in consideration for being allowed to use the App, you hereby release and forever discharge WheelX from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly, to the App. YOU HEREBY WAIVE ANY APPLICABLE PROVISION IN LAW OR REGULATION IN CONNECTION WITH THE FOREGOING, INCLUDING THE PROVISIONS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT, IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
12. ASSIGNMENT
You may not assign any rights or licenses granted under the Agreement. We reserve the right to assign any rights and/or licenses under this Agreement without restriction, including but not limited to any WheelX affiliates or subsidiaries or any successors of WheelX’s business interests.
13. FORCE MAJEURE
We shall not be responsible for any delay or failure in performance of the App resulted directly or indirectly from any events or circumstances beyond our reasonable control, including but not limited to, natural disaster, civil unrest, terrorism, significant market volatility and failure of Internet services, equipment or software.
14. DISPUTE RESOLUTION AND ARBITRATION
Please read the following section carefully because it requires you to arbitrate certain disputes and claims with WheelX and limits the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. In addition, arbitration precludes you from suing in court or having a jury trial.
You and WheelX agree that any dispute arising out of or related to this Agreement is personal to you and WheelX and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.
Except for small claims disputes in which you or WheelX seeks to bring an individual action in small claims court located in the county or other applicable jurisdiction where you reside or disputes in which you or WheelX seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and WheelX waive your rights to a jury trial and to have any dispute arising out of or related to this Agreement or the App resolved in court. Instead, for any dispute or claim that you have against WheelX or relating in any way to the Services, you agree to first contact WheelX and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to WheelX by email at [email protected]. The Notice must include your name, residence address, email address, and telephone number, describe the nature and basis of the claim and set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and WheelX cannot reach an agreement to resolve the claim within thirty (30) days after such Notice is received, then either party may submit the dispute to binding arbitration administered by the JAMS, or, under the limited circumstances set forth above, in court. All disputes submitted to JAMS will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in San Francisco, California, in accordance with the JAMS Comprehensive Arbitration Rules & Procedures (“JAMS Rules”). The most recent version of the JAMS Rules are available on the JAMS Site and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason.
You and WheelX agree that the enforceability of this Section 15 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the AAA Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may conduct only 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.
The arbitrator, WheelX, and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including, but not limited to, all information gathered, prepared and presented for purposes of the arbitration or related to the disputes. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.
You and WheelX agree that for any arbitration you initiate, you will pay all AAA fees and costs. For any arbitration initiated by WheelX, WheelX will pay all AAA fees and costs.
Any claim arising out of or related to this Agreement must be filed within one year after such claim arose; otherwise, the claim is permanently barred, which means that you and WheelX will not have the right to assert the claim.
You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section 14 by emailing us at [email protected]. In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 15.
If any portion of this Section 14 is found to be unenforceable or unlawful for any reason, the unenforceable or unlawful provision will be severed from this Agreement, severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this Section 14 or the parties’ ability to compel arbitration of any remaining claims on an individual basis under this Section 14, and to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims will be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 14 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 14 will be enforceable.
15. GOVERNING LAW
The interpretation and enforcement of the Agreement, and any dispute related to the Agreement or the App, will be governed by and construed and enforced in accordance with the laws of the California, as applicable, without regard to conflict of law rules or principles that would cause the application of the laws of any other jurisdiction. You agree that we may initiate a proceeding related to the enforcement or validity of our intellectual property rights in any court having jurisdiction. You agree that San Francisco, California is the proper forum for any appeals of an arbitration award or for court proceedings in the event that this Agreement’s binding arbitration clause is found to be unenforceable.
