Terms of Use
Last updated: November 4, 2024
These Terms of Use ("Terms") explain the terms and conditions by which you may access and use the website-hosted user interface and related services (the "Interface" or "Service"), available at sideshift.us. The Interface is made available by East Commonlands Inc., a company incorporated in Panama ("Company," "we," "us" or "our").
By accessing or using the Interface, you expressly represent and acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, you are not authorized to access or use the Interface.
THE SERVICES
The Interfaces integrate decentralized protocols. The Service enables users to exchange eligible cryptoassets and offer you access to numerous liquidity sources across multiple chains via a request for quote ("RFQ") system via a decentralized central limit order book that allows you to swap certain compatible cryptoassets. The network is comprised of open-source or self-executing smart contracts. The Interfaces may include other products and/ or features added for the purposes of user experience development and improvement, including those for the informational, security, and entertainment purposes, which are not intended to affect the main purpose of the Interfaces described above.
The Interfaces and Services provided by the Company are strictly non-custodial. We only provide you with access to the relevant interfaces and software and neither have control over your interactions with the blockchain nor encourage you to perform any. Any interaction performed by you via the Interfaces remains your sole responsibility. All transactions are initiated and completed using wallets solely controlled by you, and the Company does not take custody or control of any user digital assets at any time. The Company acts solely as a facilitator of such Swaps, interacting with third-party liquidity providers or internal routing, but does not provide custody of user funds beyond what is necessary to complete any underlying transaction.
The Company is incorporated in Panama. You may use the Services only if you are 18 years or older and capable of forming a binding contract with Company, and not otherwise barred from using the Services under applicable law, including applicable U.S. and non-U.S. export control and trade sanctions laws. The Service is being offered to and for the benefit of users which are expressly permitted by the Company ("Permitted States") as defined below in 2.1, subject to compliance with applicable state and federal laws and regulations.
Restricted Persons and Jurisdictions. You are prohibited from using the Service if you are located in, or a resident of, Restricted State, Prohibited Jurisdiction, any country, territory, or jurisdiction embargoed or sanctioned by the United States, or any other jurisdiction where the Company or its partners have determined to prohibit use of the Service (collectively, "Restricted Jurisdiction(s)"). You are further prohibited from using technologies, such as VPNs or proxies, to misrepresent your location or circumvent geo-blocks. Any attempt to access or use the Service from a Restricted Jurisdiction constitutes a material breach of these Terms and may result in suspension or permanent banning of your access, cancellation of pending transactions, and closure of your account as deemed appropriate by the Company. You agree to notify the Company and cease use of the Service before establishing residency in any Restricted Jurisdiction.
You are solely responsible for determining whether your access to and use of the Interface complies with all applicable laws (federal, state, international).
Third Party Decentralized Finance ("Defi") Protocols. The Services also provide an app-based means of connecting to third-party Defi protocols that provide Defi activities such as lending, staking, and participating in vaults (the "Defi Protocol Services"). These Defi Protocol Services are distinct from the Interface and the Interface is just one, but not the exclusive, method of accessing these Defi Protocol Services. By using the Services, you understand that you are not receiving any Defi Protocol Services from us, and that we do not operate any of these Defi Protocol Services. Additionally, your positions, balances and pricing information related to the Defi Protocol Services are provided by third party data sources that are not controlled or verified by us. By accessing these Defi Protocol Services through the Interface, you acknowledge that your positions, balance and pricing information related to the Defi Protocol Services may occasionally be inaccurate or outdated, and we are not liable for such inaccuracies or discrepancies in this information. Before confirming a transaction, you agree to always verify transaction information with the applicable third party protocol platform.
Fees. We may charge fees for some or part of the Services we make available to you (any such fees, an "Interface Fee"). We reserve the right to change Interface Fees at any time, in our sole and absolute discretion. You may incur charges from third parties for use of Third-Party Services. For example, you may be charged fees via the Dapps that you may access via the Interface. Third party fees are not charged by Company. Under no circumstances shall Company incur any liability, of any kind, to you arising from or relating to fees charged to you by Third-Party Services linked to or accessed through Company' website or Services. Blockchain transactions require the payment of transaction fees to the appropriate network ("Gas Fees"). Unless we specify otherwise, you will be solely responsible for paying Gas Fees for any transaction that you initiate through the Services.
Recovery Passphrase. Because the Interface is a non-custodial, unhosted Interface, we do not have custody or control over the contents of your wallet and have no ability to retrieve or transfer its contents. You acknowledge and understand that, in certain circumstances, including if you forget your password for your Interface, you may need to use a recovery passphrase to access your Interface (the "Recovery Passphrase"). You are solely responsible for the retention and security of your Recovery Passphrase. Anyone who knows your Recovery Passphrase can access, transfer or spend your cryptoassets. If you lose your Recovery Passphrase, you may not be able to access, transfer or spend your cryptoassets. You acknowledge and agree that Company does not store and is not responsible in any way for the security of your Recovery Passphrase and you agree to hold Company, its affiliates, representatives, agents and personnel harmless and that no such party shall be liable in any way in the event you lose your Recovery Passphrase and cannot access, transfer or spend your cryptocurrency.
USE OF SERVICES
As a condition to accessing or using the Services or the Interface, you represent and warrant to the Company the following:
- To be eligible to use the Services, not be barred from using the Services under applicable law. You must also not be a resident of one of the following states: Florida, Louisiana, Massachusetts, and New York (each, a "Restricted State"). The list of Restricted States is subject to change at any time. In the event a state becomes a Restricted State, the Company will provide users residing in that state with notice via email, a notification on the Site, or other means deemed necessary regarding terminating their access to the Services.
- you are not a resident, national, or agent of the Crimea region, Cuba, Iran, North Korea, or any other country to which the United States embargoes goods or imposes similar sanctions;
- you are not a member of any sanctions list or equivalent maintained by the United States government, the United Kingdom government, the European Union, or the United Nations (collectively, "Sanctions Lists Persons");
- you do not intend to transact with any Restricted Person or Sanctions List Person;
- you do not, and will not, use VPN software or any other privacy or anonymization tools or techniques to circumvent, or attempt to circumvent, any restrictions that apply to use or access of the Site or the Services; and
- your use of or access to the Services is not (a) 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, judgement, 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 the Company, you, the Site or the Services, or as otherwise duly enacted, enforceable by law, the common law or equity (collectively, "Applicable Laws"); or (b) contribute to or facilitate any illegal activity.
NO WARRANTIES
The Service is provided on an "as is" and "as available" basis without warranties of any kind, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, completeness, reliability, timeliness, security, or title. You assume all risks associated with digital assets, including volatility, network failures, unauthorized third-party actions, and regulatory changes.
PROHIBITED ACTIVITY
You agree not to engage in, or attempt to engage in: intellectual property infringement; cyberattacks; fraud or misrepresentation; market manipulation; VPN/proxy circumvention; money laundering or sanctions violations; exploitation of vulnerabilities; bot abuse; or any unlawful conduct. Any such activity may result in suspension, termination, or legal action.
NO PROFESSIONAL ADVICE
All information on the Interface is for informational purposes only; not financial, legal, tax, or investment advice. Information may be incomplete, out of date, or inaccurate. You are solely responsible for verifying its accuracy before relying on it. Use of the Service does not create any fiduciary, advisory, or professional relationship between you and the Company. You are solely responsible for all applicable taxes arising from your use of the Service.
PROGRAMS
We may offer promotional programs, referral bonuses, challenges, or other offers ("Programs") at our discretion. Each Program may have additional terms; in case of conflict, those govern. Programs may be modified, suspended, or canceled at any time. Benefits have no guaranteed cash value and may be forfeited under certain conditions.
DISCLAIMER OF RISKS
By accessing and using the Services, you represent that you 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 cryptoassets. You further understand that smart contract transactions, automatically execute and settle, and that blockchain based transactions are irreversible when confirmed. You further understand that the markets for these cryptoassets are highly volatile and carry financial risk, 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 cryptoassets, or any cryptoassets you acquire, including through a third-party may lose some or all of their value and you may suffer loss due to the fluctuation of prices of cryptoassets. You further acknowledge that we are not responsible for any of these variables or risks and that we cannot be held liable for any resulting losses that you experience while accessing or using the Services. Cryptoassets are a target for hackers and theft or loss as a result of hacking can occur even when you use the strongest security settings and as such your cryptoassets may be irretrievably stolen. You further acknowledge that you are solely responsible for any approvals or permissions you provide by cryptographically signing blockchain messages or transactions, especially those responding to solicitation and other prompts from third parties. You are aware that social engineering scams like pig butchering perpetrated by malicious third parties is a risk and you agree that you and you alone are responsible for transactions or agreements with such third parties that may lead to injury. You agree that we are not responsible for verifying the legitimacy or safety or suitability of any third party application, tokens, NFTs, or other cryptoassets that you may interact with or receive using our offerings.
The Services and your cryptoassets could be impacted by one or more regulatory inquiries or regulatory actions, which could impede or limit the ability of Company to continue to make its proprietary software, and thus, could impede or limit your ability to continue to use the Services.
You understand that any networks with which the Services may be compatible remains under development, which creates technological and security risks when using the Services in addition to uncertainty relating to cryptoassets and transactions therein.
You acknowledge that the Services, Defi Protocol Services and Third Party Services are subject to flaws and that you are solely responsible for evaluating any code provided by the Services. Company has no obligation or on-going duty to alert you of the potential risks of utilizing the Services.
No representation of any kind or nature is made as to the accuracy, completeness or appropriateness for any particular purpose of any pricing or other information surfaced via the Services. Pricing information may be higher or lower than prices available on platforms providing similar services. Pricing, balance, and position information related to Defi Protocol Services may occasionally be inaccurate or outdated. You acknowledge the foregoing risk, and agree to verify such information prior to confirming any transaction.
Any reference to a type of cryptoasset in connection with the Services or otherwise during the use of the Services does not indicate our approval or disapproval of the technology on which the cryptoasset relies, and should not be used as a substitute for your understanding of the risks specific to each type of cryptoasset.
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 Services at your own risk. The risk of loss in trading cryptoassets 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 cryptoassets. 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 cryptoasset. You accept all consequences of using the Services, including the risk that you may lose access to your cryptoassets indefinitely. All transaction decisions are made solely by you. You further acknowledge that you are responsible for all activities that occur with respect to your use of the Services, and we are not responsible for any unauthorized access to the Services or your account, including any access that occurred as a result of fraud, phishing, or other criminal activity perpetrated against you by third parties. 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 cryptoasset transactions.
LIMITATIONS, RESTRICTIONS, AND OTHER TERMS
We may determine your eligibility, limit or deny access to certain features, or suspend your account/service use for any reason, including suspected violation of these Terms, fraud, or to comply with legal or regulatory requirements.
You are responsible for all network, blockchain, and transaction fees when making a Swap. We are not responsible for delays or failures in blockchain networks.
Swaps are irreversible once processed. The Company is not responsible for user errors (e.g. wrong address) or failures due to network conditions.
Technical malfunctions (internet, servers, browsers, wallets) may occur, which may delay or prevent use of the Service. We are not responsible for damages caused by such malfunctions.
MODIFICATIONS TO THE SERVICE, PROGRAMS, AND TERMS
We may modify, disable, suspend or discontinue any part of the Service or any Program, or change fees or features, at any time in our discretion. We may update these Terms. Changes are effective when posted. If you continue using the Service after changes, you're deemed to accept them.
RELEASE OF CLAIMS
You assume all risks in connection with your use of the Service, including volatility, asset loss, delays, unauthorized access, malicious attacks, regulatory changes, or disruptions in third-party services. You waive any claims against the Company arising from your use of the Service, including trading or financial losses, or reliance on displayed information.
INDEMNITY
You agree to defend, indemnify, and hold harmless the Company, its officers, directors, employees, contractors, agents, affiliates, and subsidiaries (the "Indemnified Parties") from any loss, liability, claim, damage, cost or expense (including reasonable attorneys' fees) arising from or related to: (a) your breach of these Terms; (b) your violation of any law, regulation or third-party right; (c) prohibited activity; (d) your use of the Service; (e) any use of your account or wallet by others.
LIMITATION OF LIABILITY
To the maximum extent permitted by law, in no event shall the Company or any Indemnified Party be liable for any special, incidental, indirect, consequential, punitive, or exemplary damages (loss of profits, goodwill, data, etc.).
Our total liability for all claims arising out of or related to these Terms, your access to or use of the Service, is limited to USD 100. Some jurisdictions do not allow exclusion of certain warranties or limitation of liability; to that extent, such provisions may not apply to you.
ARBITRATION AND CLASS ACTION WAIVER
These Terms of Use and any action related thereto will be governed by the laws of Panama, without regard to its conflict of laws provisions. The parties expressly consent to personal and exclusive jurisdiction in the courts located in Panama, and you and the Company each waive any objection to jurisdiction and venue in such courts.
YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
MISCELLANEOUS
These Terms constitute the entire agreement between you and the Company. Your use of the Service is subject to our Privacy Policy, which is incorporated by reference. You may not assign your rights under these Terms without our prior written consent; we may assign freely. If any provision is invalid, the rest remain enforceable. Notices may be provided by posting on the Interface or via email. Force majeure events relieve the Company of liability for non-performance.