Oku Trade Terms and Conditions

Last modified: April 6, 2026

INTRODUCTION

These Terms and Conditions (this "Agreement") govern your access to and use of the Products provided by GFX Labs, Inc. d/b/a Oku Trade ("Oku Trade," "we," "us"). "Products" include our websites, applications, interfaces, tools, extensions, APIs, and related services that reference this Agreement, including the Oku Interface, Oku Analytics, the Oku Rewards, Web3 Sheets, and other products we may offer from time to time.

By accessing or using any Product, you agree to be bound by this Agreement. If you do not agree, do not access or use the Products.

Privacy + policies: Our Privacy Policy (available at [URL]) and any additional Policies we identify as applicable are incorporated into and made part of this Agreement by reference. If there is a direct conflict between this Agreement and the Privacy Policy regarding information processing, the Privacy Policy controls; otherwise, this Agreement controls.

IMPORTANT NOTICE (PLEASE READ):

  • Dispute resolution. This Agreement includes binding arbitration and a class/representative action waiver.
  • Non-custodial. You control your Wallet and authorize transactions; we do not custody or control your Crypto Assets and generally cannot reverse transactions.
  • Third parties + fees. Product functionality may rely on Third-Party Services/Protocols with separate terms and fees; you may incur network fees (gas) and other fees as described in this Agreement.
  • Risk + monitoring. Crypto Assets and DeFi involve significant risk; you are responsible for your activity and positions; we do not monitor them.

You represent that you are able to form a legally binding contract with us, are the age of majority in your jurisdiction, and are not subject to applicable sanctions or prohibited-party restrictions. See also Section 5.6.2.

You also agree to comply with all laws applicable to your use of the Products. See also Section 5.6.1.

TABLE OF CONTENTS

1. DEFINITIONS

2. COMMON CHARACTERISTICS OF OUR PRODUCTS

2.1 Products are Non-Custodial Software

2.2 We Do Not Execute Transactions on Your Behalf

2.3 Third-Party Services; Third-Party Content

2.4 Where to Read More

3. OUR PRODUCTS

3.1 Oku Interface

3.2 Oku Analytics

3.3 Oku Rewards

3.4 Interest Protocol Interface

3.5 Web3 Sheets

3.6 Other Products

3.7 Subscriptions

4. INTELLECTUAL PROPERTY RIGHTS

4.1 Our Products and Our IP

4.2 Limited License to Use the Products

4.3 Restrictions

4.4 Feedback

4.5 Third-Party Materials

4.6 Open-Source

5. YOUR RESPONSIBILITIES

5.1 Prohibited Activity

5.2 Gas

5.3 Order Fees

5.4 When Using Any Product Requiring Wallet Connection

5.5 No Monitoring; No Duty to Act; No Notifications.

5.6 Legal Compliance; Sanctions; Tax Obligations

6. SUSPENSIONS; LIMITING API REQUESTS

6.1 Suspension or Restriction of Access

6.2 API Rate Limits; Throttling

7. DISCLAIMERS

7.1 Assumption of Risk

7.2 No Warranties

7.3 Non-Custodial; Wallet Responsibility

7.4 No Professional Relationship

7.5 Asset Status; Compliance; Restrictions.

7.6 Not Registered; No Brokerage; No Best Execution

7.7 Not a Bank; No Deposit Insurance

7.8 Third-Party Services; Third-Party Content

8. RELEASE OF CLAIMS; LIMITATION OF LIABILITY; INDEMNIFICATION

8.1 Release of Claims

8.2 Limitation of Liability

8.3 Indemnification

9. GOVERNING LAW; DISPUTE RESOLUTION; WAIVERS

9.1 Governing Law; Forum; FAA

9.2 Informal Dispute Resolution (Notice of Dispute Required)

9.3 Binding Arbitration; Confidentiality; Court-Only Fallback

9.4 Class Action / Representative Action Waiver

9.5 Statute of Limitations

10. OTHER LEGAL TERMS

10.1 Changes / Modifications

10.2 Notice

10.3 Cooperation with Authorities; Legal Process

10.4 Entire Agreement; Severability

10.5 Assignment

10.6 No Waiver

10.7 Relationship of the Parties

10.8 Force Majeure

10.9 Survival

10.10 Third-Party Beneficiaries

10.11 Section Titles and Summaries

1. DEFINITIONS

For purposes of these Terms, the following capitalized terms have the meanings set forth below:

"API" means any application programming interface(s), endpoints, documentation, keys/tokens, and related tools we make available to enable programmatic access to any Product features or data.

"Crypto Asset" means any digital asset, token, or similar unit of value recorded on a blockchain or other distributed ledger, including stablecoins, governance tokens, liquidity provider tokens, and other onchain assets, but excluding Points.

"Oku Interface" means the Company's non-custodial web-based interface(s), application(s), or other software tools made available through the Products that allow users to interact directly with one or more Third-Party Protocols from their own wallets (including for activities such as swapping, routing, providing liquidity, or other protocol-supported actions).

"Oku Auto-Router API" means any routing functionality, service, or API we make available through the Products that helps you prepare and submit transaction instructions (such as swaps) across one or more Third-Party Protocols or other Third-Party Services, as supported by the Products.

"Order" means a set of parameters or instructions you submit through the Products (including through your Wallet) intended to cause one or more blockchain transactions to be initiated, routed, broadcast, and/or executed via one or more Third-Party Protocols or Smart Contracts, as supported by the Products.

"Limit Order" means an Order intended to execute only at a specified price (or better) and/or within specified parameters (including quantity and/or time-in-force), as supported by the Products.

"Automation Provider" means any third-party or decentralized service, protocol, keeper network, or automation system used to monitor, trigger, facilitate, and/or submit transactions related to Orders.

"Oracle" means any third-party or decentralized data feed, price feed, data source index, reference rate, API, or other source of information used in connection with Orders.

"Order Fees" means any fees associated with placing, maintaining, canceling, claiming, and/or executing an Order, which may include (i) fees charged by us (if any), (ii) fees charged by Automation Providers, Oracles, or other third parties, and/or (iii) blockchain network fees (gas).

"Points" means closed-loop, promotional or loyalty points (or similar units) that the Company may make available to users in connection with use of the Products, which may be redeemable for Merchandise through the Oku Rewards (if and to the extent offered).

"Products" (and each, a "Product") means the Company's websites, applications, software interfaces, APIs, tools, and related services that the Company makes available, including the Oku Interface, Oku Analytics, the Oku Rewards, and any other products or services described in these Terms or otherwise made available by the Company from time to time.

"Smart Contract" means software code deployed to and executed on a blockchain network.

"Third-Party Content" means any links, advertisements, promotions, or other content provided by third-parties that may be displayed through the Products.

"Third-Party Protocol" means any blockchain protocol, smart contracts, decentralized exchange, lending or borrowing protocol, liquidity pool, bridge, Oracle, or other third-party onchain system that is not owned or controlled by the Company, and with which a user may interact (directly or indirectly) through the Products.

"Third-Party Services" means any third-party websites, services, software, protocols, APIs, oracles or other data sources, infrastructure providers, wallets, payment processors, merchants, fulfillment vendors, and other third-party products or services that may be used in connection with, integrated into, or made available through the Products (including any Oracles or Third-Party Protocols). Third-Party Services are not provided by the Company and may be subject to separate terms and policies of the applicable third parties.

"Wallet" means a third-party digital wallet, software, device, or account (such as a browser wallet or hardware wallet) that you use to store cryptographic keys and to sign and submit blockchain transactions.

2. COMMON CHARACTERISTICS OF OUR PRODUCTS

This Section summarizes what Oku Trade is (and is not) when you use any Product, unless a specific Product's description in Section 3 expressly says otherwise. This is a summary; other Sections contain additional terms, disclosures, and limitations.

2.1 Products are Non-Custodial Software

The Products are software tools that help you view information and/or prepare and submit transactions to Third-Party Protocols and networks using a Wallet you control. The Products are non-custodial, meaning we never have custody, possession, or control of your Crypto Assets at any time.

Accordingly, we cannot access, retrieve, transfer, or recover Crypto Assets on your behalf; we cannot reverse or "undo" blockchain transactions; and if you lose access to your Wallet, private keys, seed phrase, or credentials, we generally cannot assist you in regaining access to Crypto Assets associated with that Wallet.

2.2 We Do Not Execute Transactions on Your Behalf

You initiate and authorize transactions for Third-Party Protocols to execute; we do not execute them. Any transaction you perform using a Product is initiated and authorized by you through your Wallet (for example, by signing and broadcasting a transaction).

This means, among other things, that: (i) you are responsible for reviewing transaction details before you sign (including the token address, amounts, recipient/destination contract, approvals/allowances, and fees); and (ii) we do not and cannot guarantee that any transaction will be completed, confirmed, executed at a particular price, or executed at all, because execution depends on Third-Party Protocols, network conditions, and other third-party systems.

2.3 Third-Party Services; Third-Party Content

The Products may display, reference, or interoperate with Third-Party Services. Third-Party Services are not controlled by Oku Trade, are not provided by Oku Trade, and may be subject to separate terms and fees imposed by the applicable Third-Party. The Products' functionality may depend on Third-Party Services, which may change, be unavailable, or operate differently over time. The Products may also display Third-Party Content.

For additional disclosures, disclaimers, and limitations regarding Third-Party Services and Third-Party Content, see Section 7.8.

2.4 Where to Read More

This Section is a high-level summary of important characteristics of the Products. Additional disclosures and limitations appear elsewhere in this agreement, including:

  • Wallet usage + Wallet responsibilities: Section 5.4 (and see also Sections 2.1–2.2 and 7.3).
  • Orders / Limit Orders / Order Fees: Sections 3.1.3, 5.2–5.3, and 7.1.3–7.1.4 (plus 7.8.1 for oracle/automation dependencies)
  • Subscriptions: Section 3.7
  • Legal compliance + taxes: Section 5.6
  • Risk disclosures + disclaimers generally: Section 7 (and "Third-Party Services" specifically: Section 7.8)

3. OUR PRODUCTS

This Section describes each Product and any Product-specific terms. Unless a Product's description expressly says otherwise, the common characteristics in Section 2 apply. See also Section 5 (Your Responsibilities) and Section 7 (Disclaimers).

3.1 Oku Interface

3.1.1 Overview. The Oku Interface ("Oku") provides a web or mobile-based means of access to one or more Third-Party Protocols that enable certain decentralized finance ("DeFi") functionality involving compatible Crypto Assets, such as trading, liquidity provision, borrowing, lending, and other protocol-supported DeFi activity.

3.1.2 Third-Party Protocols Accessible via Oku. Third-Party Protocols accessible through the Oku Interface include, without limitation, Uniswap v3 and Morpho. Before using any Third-Party Protocols via the Oku Interface, you should review each protocol's whitepaper and associated documentation. Documentation may be accessible through the protocol's official channels and/or through the Products.

3.1.3 Limit Orders. Oku may provide functionality that allows you to submit Limit Orders (each, a "Limit Order") to help you automate certain interactions with Third-Party Protocols using parameters you select (such as price and quantity). Limit Orders (including any monitoring, fulfillment, and settlement mechanics) may rely on Third-Party Protocols and other Third-Party Services, and may vary by chain, asset, or feature version. Limit Orders may not be available for all assets, chains, or protocols, and we do not guarantee that any Limit Order will be executed. Your responsibilities relating to Limit Orders are described in Sections 5.2–5.5, and Limit Order-related risks and disclaimers are described in Sections 7.1, 7.6, and 7.8.

3.1.4 Oku Auto-Router API. The Oku Auto-Router API provides route selection and transaction-construction tools intended to help you prepare transaction instructions across one or more Third-Party Protocols and/or other Third-Party Services. Depending on blockchain, liquidity, and feature version, routing may involve different protocol versions and/or third-party routing, aggregation, or execution components. The Products may display route details (including the contracts and/or protocols involved) before you authorize a transaction. Displayed routes and estimates may change between display and execution due to market and network conditions. You remain responsible for reviewing and authorizing any transaction through your Wallet. See Sections 5.4–5.5, 7.3, and 7.8.

3.2 Oku Analytics

Oku Analytics provides a web-based interface designed to help users view and interpret publicly available blockchain data (for example, transaction histories, asset movements, and other onchain data points). Oku Analytics does not modify or control any blockchain network it references and is intended as a presentation and analysis layer for publicly available data and third-party data sources.

3.3 Oku Rewards

3.3.1 Overview. Oku Rewards is a points-based redemption experience available through the Products that allows you to redeem Points for Oku Trade-branded or affiliated merchandise ("Merchandise"). Redemption options may include boxes of Merchandise (if offered) that present a disclosed set of potential reward items, from which one or more items may be awarded upon opening or redemption ("Loot Boxes"). Availability, estimated shipping times, redemption options, eligibility, geography, and inventory may change. Oku Rewards includes a public profile system that displays your progress, level, and points balance.

3.3.2 Points; Program Administration. Points are promotional/loyalty points only. Points are not Crypto Assets, money, or stored value; they have no cash value, are not redeemable for cash, and are non-transferable between users. We may set or modify the rules for earning or redeeming Points; cap, expire, reduce, revoke, or forfeit Points (including for inactivity or program changes); correct errors; and suspend or terminate any Points program or feature at any time. Points balances and Loot Box eligibility may be adjusted or removed if we detect activity we believe is abusive, manipulative, or inconsistent with the program's intent. Merchandise redeemed through Oku Rewards is for personal use only and may not be resold, traded, or transferred to other users.

3.3.3 Merchandise Redemption; Shipping; Returns; Taxes. Points may be redeemed only for Merchandise made available through Oku Rewards at the time of redemption, subject to eligibility, geographic availability, and inventory constraints. Redemption terms (including shipping, returns, and applicable taxes) will be presented to you at the time of redemption and may vary by item, destination, and fulfillment method (including third-party fulfillment). See also Section 7.2 and Section 8. Geographic availability of Oku Rewards (including Loot Boxes) may be restricted; users in jurisdictions subject to U.S. sanctions or where such programs are prohibited may not be eligible to participate. See Section 5.6.2.

3.3.4 Profiles; Public Visibility. If you participate in Oku Rewards, you will have a profile that displays your level, points balance, progress, and related activity. Your profile is public and may be viewed by other users. You are responsible for understanding that information displayed on your profile is not private. We may provide default or system-generated profile imagery; custom profile picture uploads are not supported.

3.3.5 Earning Points; Volume-Based Rewards. Points may be earned through a combination of onchain activity (such as trading through the Products) and offchain activity (such as completing tasks, referrals, or other promotional activities), as described in the Products' user interface. You may also earn Loot Boxes by meeting disclosed trading volume thresholds within a specified time period (for example, daily volume thresholds). Eligibility criteria, thresholds, and earning mechanics are disclosed in the user interface and may change.

3.3.6 Loot Box Contents. Before you redeem a Loot Box, we may disclose the set or range of Merchandise items that may be awarded from that Loot Box. The specific Merchandise item you receive may be determined at the time of opening or redemption by selecting from that disclosed set. Accordingly, Loot Boxes may include chance-based or randomized reward outcomes, even where the pool of potential reward items is disclosed in advance.

3.4 Interest Protocol Interface

3.4.1 Overview. The Interest Protocol Interface provides a web-based (and, if offered, mobile-based) means of accessing Interest Protocol, an autonomous system of Smart Contracts that permits, among other things, minting USDi and borrowing/lending USDi on Ethereum and supported Layer 2 chains ("IP Interface"). The IP Interface is a Product; Interest Protocol itself is a Third-Party Service.

3.4.2 Protocol Background; Governance. Although we developed the initial code, we do not control or operate Interest Protocol; upgrades and parameter changes are community-managed by holders of the Interest Protocol Token ("IPT"), as described in Interest Protocol documentation. Before using the IP Interface or Interest Protocol, you should review the Interest Protocol whitepaper to understand how it works. See Sections 2.3 and 7.8.

3.5 Web3 Sheets

3.5.1 Overview. Web3 Sheets is a proprietary extension tailored for Google Sheets that allows users to import and integrate Ethereum data into a spreadsheet workspace. Web3 Sheets may be offered in a free version and, if offered, a premium version available by subscription.

3.5.2 Subscriptions; Payment Processor. If you purchase a premium subscription, subscription billing and renewal terms are described in Section 3.7 (Subscriptions). Subscription payments may be processed by third-party payment processors (for example, Stripe), which are Third-Party Services subject to their own terms and policies. See Section 2.3 (Third-Party Services).

3.6 Other Products

We may offer additional Products from time to time. Unless we expressly state otherwise, any additional Products will be subject to this Agreement.

3.7 Subscriptions

Certain Products or features may be offered on a subscription basis ("Subscription"). Subscription terms (including pricing, billing cadence, and included features) may be presented at the point of purchase or within the applicable Product.

3.7.1 Authorization; Automatic Renewal. If you purchase a Subscription, you authorize us (or our third-party payment processor) to charge the applicable fees and taxes using your chosen payment method. Unless you cancel before the renewal date, your Subscription will automatically renew for successive periods of the same length (e.g., monthly or annually) at the then-current rate for that Subscription.

3.7.2 Cancellation. You may cancel a Subscription at any time through the applicable account or billing settings (if available). Cancellation takes effect at the end of the then-current billing period. Except where required by law or expressly stated at the point of purchase, we do not provide refunds or credits for partial billing periods.

3.7.3 Changes; Price Updates. We may change Subscription offerings, features, or prices from time to time. If a price change applies to your Subscription, we will provide notice in a reasonable manner. If you do not agree to a price change, you must cancel your Subscription before it renews at the updated price.

3.7.4 Payment Failures. If we cannot successfully charge your payment method, we may suspend or terminate access to the Subscription features until payment is received.

3.7.5 Annual Subscription Refunds (Discretionary). If you purchase an annual Subscription and request a refund, we may (but are not obligated to) provide a pro-rated refund in our sole discretion. If we provide a pro-rated refund, we may calculate the refunded amount as: (Annual Fee) minus (months elapsed × the then-current equivalent monthly rate), and we may treat any partial month as a full month. We may also retain up to three (3) months of fees and deduct any non-recoverable processing costs, chargebacks, or similar fees.

4. INTELLECTUAL PROPERTY RIGHTS

4.1 Our Products and Our IP

As between you and us, we (and our licensors, as applicable) own all right, title, and interest in and to the Products, including all related software, interfaces, designs, text, graphics, logos, trademarks and service marks, content, and the "look and feel" of the Products, and all intellectual property and proprietary rights therein.

4.2 Limited License to Use the Products

Subject to your compliance with this Agreement, we grant you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to access and use the Products for your own lawful use, solely as intended and permitted by the Products and this Agreement. Except for this limited license, we reserve all rights in and to the Products.

4.3 Restrictions

You may not (and may not enable or assist any other person to): (i) copy, modify, translate, or create derivative works of the Products (except as expressly permitted in writing by us); (ii) sell, rent, lease, sublicense, distribute, publish, or otherwise make the Products available to any third-party (except as expressly permitted in writing by us); (iii) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, trade secrets, or underlying ideas or algorithms of the Products (except to the extent such restriction is prohibited by applicable law); or (iv) remove, obscure, or alter any proprietary notices or attributions on or in the Products.

For additional conduct restrictions, see Section 5.1 (Prohibited Activity).

4.4 Feedback

If you provide suggestions, ideas, feedback, bug reports, or other input regarding the Products (collectively, "Feedback"), you grant us a worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, and fully paid license to use, reproduce, modify, create derivative works from, distribute, and otherwise exploit such Feedback for any purpose, without compensation to you. Feedback is provided on a non-confidential basis.

4.5 Third-Party Materials

The Products may display or provide access to Third-Party Services and Third-Party Content. As between you and us, third parties own and are responsible for their respective Third-Party Services and Third-Party Content. Nothing in this Agreement grants you any rights in any Third-Party Services or Third-Party Content except as granted under the applicable third-party's terms.

4.6 Open-Source

Certain components of the Products, and certain Third-Party Services, may be made available under open-source licenses (such components, "Open-Source Software"). To the extent an open-source license applies, the terms of that license govern the applicable Open-Source Software and control over any inconsistent terms in this Agreement, but only with respect to that Open-Source Software.

5. YOUR RESPONSIBILITIES

5.1 Prohibited Activity

You agree not to engage in, or attempt to engage in, any of the following categories of Prohibited Activity in relation to your access and use of any of our Products. "Prohibited Activity" includes, without limitation, the following:

  • (i) Unlawful or sanctioned activity. Using a Product in violation of applicable law, regulation, or sanctions requirements (including using a Product to facilitate illegal activity).
  • (ii) Fraud; deception; manipulation. Defrauding, misrepresenting, or deceiving us or others; attempting to manipulate markets or metrics; or engaging in abusive, deceptive, or manipulative conduct (including "wash trading" or similar tactics).
  • (iii) Interference; security; automated misuse. Interfering with, disrupting, or attempting to compromise the integrity, security, or proper functioning of any Product or related systems; attempting to bypass access controls; introducing malware; or using scraping, crawling, or similar automated methods to extract data from the Products (except as expressly permitted by us in writing).
  • (iv) IP and rights violations. Infringing or violating intellectual property rights or other proprietary rights of us or any third-party.

We may suspend or limit access for Prohibited Activity (or suspected Prohibited Activity) as described in Section 6.1.

5.2 Gas

Blockchain transactions require the payment of transaction fees to the applicable network ("Gas"). You are solely responsible for paying Gas and any other third-party fees that apply to transactions you initiate (including fees charged by Third-Party Services). We do not pay Gas on your behalf, and we do not guarantee that any transaction will be confirmed, executed, or executed at a particular price.

5.3 Order Fees

Certain Order-related functionality (including Limit Orders) may involve fees (collectively, "Order Fees"). You acknowledge and agree that:

  • (i) Fees may apply. You may be required to pay or reimburse Order Fees, including (A) fees charged by Third-Party Services (such as automation/keeper networks, Automation Providers, and Oracles), (B) blockchain network fees (including Gas), and (C) any other fees described in the Products' user interface or documentation.
  • (ii) Fees are variable. Order Fees may be variable, may change without notice, and may be imposed per attempt, per execution, per time period, per transaction, per claim, or on another basis, including based on network conditions, protocol mechanics, batching/aggregation, token pairs, gas prices, third-party fee schedules, and the value of the gas asset.
  • (iii) No refunds. Unless the Products expressly state otherwise in writing, Order Fees are NON-REFUNDABLE, including if an Order never executes, is delayed, executes partially, executes at an unfavorable price, fails due to network conditions, protocol mechanics, or Third-Party Services, or is canceled.
  • (iv) Claim steps and reimbursement (if applicable). Where the Products require a "claim" (or similar) step to receive assets associated with an Order fulfillment, you are responsible for completing such step and paying any applicable network fees. Where fees or costs (including third-party automation fees and related costs) are paid or advanced to facilitate monitoring, fulfillment, or attempted fulfillment, you agree to reimburse us or the applicable Smart Contract(s) for such amounts as displayed or calculated at the time you claim (or as otherwise described in the Products).
  • (v) Estimates may differ. Any fees displayed, quoted, or estimated at Order entry (or at any earlier point) may differ from fees ultimately incurred, paid, advanced, or reimbursed at fulfillment or claim due to factors that may change over time. THE FEES YOU INCUR OR REIMBURSE MAY BE HIGHER OR LOWER THAN ANY ESTIMATE PROVIDED AT ORDER ENTRY.
  • (vi) Taxes. Order-related activity may have tax consequences; see Section 5.6.

5.4 When Using Any Product Requiring Wallet Connection

Some Products require you to connect a Wallet. You are responsible for:

  • (i) Selecting your Wallet provider and securing and maintaining control of your Wallet, private keys, seed phrase, and credentials.
  • (ii) Reviewing and approving transaction details before you sign or otherwise authorize a transaction through your Wallet (including, as applicable, token addresses, amounts, recipient/destination contracts, approvals/allowances, slippage tolerance, and fees)
  • (iii) Deciding whether any transaction or interaction is appropriate for you in light of the risks involved.
  • (iv) Maintaining your own records of transactions and activity.

See also Section 2.1–2.2. Legal compliance and tax obligations are addressed in Section 5.6.

5.5 No Monitoring; No Duty to Act; No Notifications.

You are solely responsible for monitoring your activity and positions associated with your Wallet, including any Limit Orders and any positions created through Third-Party Protocols. We do not monitor your Limit Orders, positions, liquidation thresholds, health factors, collateralization levels, or other similar metrics, and we have no duty to notify you of changes in market conditions, protocol conditions, or risks (including liquidations). Any alerts, notifications, or status indicators that may be shown in the Products (if any) are for convenience only and may be delayed, incomplete, inaccurate, or unavailable.

5.6 Legal Compliance; Sanctions; Tax Obligations

5.6.1 Legal Compliance Generally. You are solely responsible for complying with all laws and regulations that apply to your access to and use of the Products and any Third-Party Services (including any requirements that apply in your jurisdiction). The Products are not intended for access or use where such access or use is prohibited by applicable law.

5.6.2 Sanctions; Export Controls. The representations in the Introduction regarding sanctions and restricted parties are continuing. You will not access or use any Product if (i) you are subject to sanctions or designated on any prohibited or restricted party list (including lists maintained by OFAC), (ii) you are a citizen, resident, or organized in a jurisdiction or territory subject to comprehensive U.S. sanctions, or (iii) your access to or use of the Products would otherwise violate applicable sanctions, export controls, or related laws. You will not access or use any Product for the benefit of, or on behalf of, any person or entity described in (i)–(ii), and you will not use any Product to facilitate or support transactions involving any such person or jurisdiction, directly or indirectly. You agree to provide information we reasonably request to comply with sanctions or export control obligations, and you will promptly notify us if any of the foregoing becomes untrue. We may suspend or restrict access as described in Section 6.1 if we reasonably determine it is necessary for compliance with this subsection. See also Section 5.1.

5.6.3 Tax Obligations. You are responsible for determining and satisfying any tax obligations that may apply to you as a result of your use of the Products, including any transactions you initiate, any positions you create or unwind, and any rewards, incentives, rebates, points, or other benefits you receive (whether provided by us or by third parties). For tax issues related to third-party Sponsored Programs and Sponsored Distributions, see Section 7.8.3.

6. SUSPENSIONS; LIMITING API REQUESTS

6.1 Suspension or Restriction of Access

We may suspend, disable, or restrict your access to any Product (in whole or in part), with or without notice, if we reasonably determine that: (i) your access or use poses a security risk or may compromise the integrity, availability, or performance of the Products or any systems that support them; (ii) your access or use could subject us, our affiliates, or any third-party to liability, or could be unlawful; (iii) you have breached (or we reasonably suspect you have breached) this Agreement or used the Products in a prohibited or abusive manner; or (iv) we need to investigate suspected misuse, fraud, or other risk activity. We may also suspend or restrict access for operational or maintenance reasons.

For clarity, any suspension or restriction under this Section applies only to our Products (including any access we provide through a user interface or API). It does not control, pause, or disable any Third-Party Protocol, blockchain network, or your Wallet.

6.2 API Rate Limits; Throttling

If you use any API we make available, we may impose or change rate limits, usage quotas, throttling, or other access restrictions at any time (for example, by user, API key, IP address, or other criteria), including to protect the Products, ensure availability, prevent abuse, or manage capacity. We may also deny, degrade, or block API access that we believe is abusive or materially interferes with the Products or other users.

7. DISCLAIMERS

7.1 Assumption of Risk

By accessing or using any Product, you acknowledge and agree that: (i) Crypto Assets and decentralized finance involve significant risk, and (ii) you assume all risks arising from your access to and use of the Products, any Crypto Assets, and any Third-Party Services.

7.1.1 General Risks. Without limiting the foregoing, you understand and accept that:

  • (i) Transactions may be irreversible. Blockchain transactions are typically final once confirmed, and errors (including sending to an incorrect address) may not be recoverable.
  • (ii) Markets are volatile. Prices of Crypto Assets may be highly volatile, and you may lose some or all of the value of your Crypto Assets.
  • (iii) Smart Contracts may fail. Smart Contracts and related software may contain bugs, vulnerabilities, or other defects that can result in unexpected outcomes or losses.
  • (iv) Networks can degrade or change. Blockchains can experience outages, congestion, latency, reorganizations, forks, validator/miner or sequencing issues, and other failures that can delay, prevent, reorder, or otherwise affect transactions.
  • (v) Third-party data may be wrong or delayed. Price feeds, Oracles, indexing, routing inputs, and other data sources may be inaccurate, incomplete, manipulated, or delayed.
  • (vi) Regulatory and tax treatment is uncertain. Laws, regulations, enforcement priorities, and tax treatment relating to Crypto Assets and DeFi may change or be unclear, and those changes may adversely affect you or your activities.
  • (vii) Security incidents happen. Phishing, malware, SIM swap attacks, compromised devices, wallet exploits, key theft, and other attacks may result in the loss of Crypto Assets or access credentials.
  • (viii) You are responsible for your decisions. You are solely responsible for evaluating the merits and risks of any transaction or strategy you pursue using any Product.

7.1.2 DeFi-Related Risks. Depending on the Product and your activity, additional risks may include (without limitation): impermanent loss; liquidation; leverage and margin dynamics; MEV or other transaction-ordering and execution dynamics; bridge and wrapped-asset risks; protocol governance actions; parameter changes; and protocol upgrades or migrations. (Where applicable, Product- or feature-specific disclosures may appear elsewhere in this Agreement.)

7.1.3 Blockchain and Market Risks Specific to Limit Orders. By using Order features, you acknowledge and accept additional risks, including:

  • (i) Network fees and congestion. Network congestion may cause transactions to fail, be delayed, or be dropped.
  • (ii) MEV and adverse execution. Transactions relating to Limit Orders may be observed and acted upon by third parties (including through front-running, sandwiching, back-running, and other MEV strategies), which may result in adverse execution prices, failed execution, or increased costs.
  • (iii) Liquidity and pool mechanics. Execution depends on available liquidity and protocol mechanics (including AMM curve behavior, fee tiers, tick ranges, and other design features). Low liquidity or abrupt changes may cause execution to fail or occur at unfavorable prices.
  • (iv) Approvals and permissions. If placement, fulfillment, cancellation, or claim requires token approvals, permits, or allowances, a Limit Order may fail or execute differently than expected if such permissions are insufficient, revoked, expired, or otherwise invalid.

7.1.4 No Guarantee of Execution; Delays; Partial Execution; Slippage. WE DO NOT GUARANTEE THAT ANY ORDER WILL TRIGGER, EXECUTE, OR SETTLE, IN WHOLE OR IN PART. Without limiting the foregoing: (i) a Limit Order may never execute, may execute only partially, or may execute in multiple transactions; (ii) a Limit Order intended to execute at a target price may execute at a different price (including a materially worse price) due to, among other things, slippage, price impact, liquidity conditions, volatility, fees, latency, network congestion, MEV activity, or protocol mechanics; and (iii) execution (if any) may occur after a delay (including a significant delay), and conditions may change materially during any such delay.

7.2 No Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PRODUCTS (INCLUDING ANY CONTENT, INFORMATION, OR OUTPUTS DISPLAYED THROUGH THE PRODUCTS) AND ANY MERCHANDISE ARE PROVIDED "AS IS" AND "AS AVAILABLE."

WE DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

Without limiting the foregoing, we do not warrant that: (i) any Product will be uninterrupted, timely, secure, or error-free; (ii) defects will be corrected; (iii) any information (including pricing, route details, analytics, protocol data, token information, or warnings) will be accurate, complete, current, or reliable; or (iv) any Product will be free of viruses or other harmful components.

7.3 Non-Custodial; Wallet Responsibility

As described in Section 2.1, the Products are non-custodial, and we never have custody, possession, or control of your Crypto Assets. Accordingly, we do not control your Wallet or private keys and generally cannot help you recover lost Wallet access or reverse or "undo" blockchain transactions. You are solely responsible for maintaining the security of your Wallet, private keys, seed phrase, credentials, and devices.

7.4 No Professional Relationship

7.4.1 No Advice or Solicitation. We do not provide investment, financial, legal, tax, accounting, or other advice. Nothing in any Product (including any information we display) constitutes a recommendation, endorsement, solicitation, or offer to buy, sell, or hold any Crypto Asset or engage in any strategy. See also Sections 7.2 and 7.8.

7.4.2 No Fiduciary, Agency, or Broker Relationship. We do not act as your agent, broker, advisor, fiduciary, or representative. No fiduciary duties are created by this Agreement or your use of any Product, and any such duties are irrevocably disclaimed, waived, and eliminated to the maximum extent permitted by law.

7.4.3 Self-Directed Use. You are solely responsible for your decisions and actions. Any transaction you undertake is unsolicited and self-directed, and you are responsible for determining whether a transaction is suitable for you.

7.5 Asset Status; Compliance; Restrictions.

You are solely responsible for determining whether your acquisition, holding, use, and disposition of any Crypto Asset (and any activity you engage in using any Product) is lawful and compliant with applicable law, including any restrictions applicable to you or the relevant Crypto Asset. We do not determine, verify, or guarantee whether any Crypto Asset is registered, exempt from registration, or otherwise compliant with any securities or other laws.

7.6 Not Registered; No Brokerage; No Best Execution

We are not registered with the U.S. Securities and Exchange Commission (SEC) or the U.S. Commodity Futures Trading Commission (CFTC) in any capacity. We do not broker trading orders on your behalf and do not execute or settle transactions on your behalf; transactions occur through your Wallet and relevant Third-Party Protocols. We do not (and cannot) guarantee best execution, best pricing, or any particular outcome.

7.7 Not a Bank; No Deposit Insurance

We are not a bank or other regulated depository institution. Crypto Assets are not "deposits," and any Crypto Assets engaged or utilized through the Products are not insured by the FDIC or any other governmental or regulatory entity.

7.8 Third-Party Services; Third-Party Content

7.8.1 Generally. The Products may display, link to, rely on, integrate with, or otherwise interoperate with Third-Party Services and Third-Party Content. Third-Party Services and Third-Party Content are not owned, provided, or controlled by us, and may be subject to separate terms, policies, and fees imposed by the applicable third party. We do not endorse, sponsor, or assume responsibility for (i) any Third-Party Services or Third-Party Content, (ii) any third-party website, product, service, or offer, or (iii) any transaction you enter into with a third party.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE MAKE NO WARRANTIES OR REPRESENTATIONS—EXPRESS, IMPLIED, OR STATUTORY—REGARDING ANY THIRD-PARTY SERVICES OR THIRD-PARTY CONTENT (INCLUDING THEIR AVAILABILITY, SECURITY, LEGALITY, QUALITY, SUITABILITY, OR ACCURACY). YOUR ACCESS TO AND USE OF ANY THIRD-PARTY SERVICES OR THIRD-PARTY CONTENT IS AT YOUR OWN RISK.

Third-Party Services may be modified, suspended, discontinued, restricted, compromised, or otherwise changed at any time, including in ways that may affect the Products or your ability to interact with Crypto Assets. Third-Party Services may experience outages, congestion, latency, forks, reorganizations, exploits, governance changes, smart contract bugs, incorrect or delayed data (including oracle or price feed errors), transaction failures, gas spikes, or other events that may result in delays, failed transactions, unexpected outcomes, loss of Crypto Assets, or other losses.

To the maximum extent permitted by law, we disclaim all liability arising from or relating to Third-Party Services or Third-Party Content, including your access to or use of Third-Party Services or Third-Party Content, any information provided by Third-Party Services, and any actions, omissions, errors, failures, interruptions, or security incidents involving Third-Party Services.

7.8.2 Third-Party Dependencies; Data May Be Inaccurate. Limit Order functionality may rely on Oracles and/or Automation Providers. You acknowledge and agree that: (i) Oracles may be delayed, manipulated, inaccurate, incomplete, unavailable, or may reflect prices that differ from prices available on a particular venue, pool, protocol, or chain; (ii) any data used in connection with Limit Orders may not reflect your expected execution venue or execution price, or the price at which you could have executed manually; and (iii) we do not control Oracles, Automation Providers, or Third-Party Protocols, and we are not responsible for their performance, availability, security, or correctness.

7.8.3 Sponsored Programs; Sponsored Distributions. From time to time, third parties may sponsor airdrops, incentives, rewards, grants, rebates, points programs, or other distributions that may be made available in connection with your use of the Products (each a "Program" and any related distribution a "Sponsored Distribution"). These Programs and Sponsored Distributions are offered by the sponsoring third-party (the "Sponsor"), not us, and are Third-Party Services. We may provide tools or flows to help you discover, access, claim, or receive Sponsored Distributions, but we act solely in an administrative and technical capacity. We do not sponsor, fund, control, or guarantee any Program or Sponsored Distribution and are not responsible for Sponsor rules, eligibility, changes, delays, or termination. The Sponsor is responsible for any information reporting or withholding obligations associated with Sponsored Distributions (if any), and you remain responsible for your own compliance and tax obligations.

8. RELEASE OF CLAIMS; LIMITATION OF LIABILITY; INDEMNIFICATION

8.1 Release of Claims

To the maximum extent permitted by applicable law, you waive and release Oku Trade and its officers, directors, employees, contractors, agents, affiliates, and subsidiaries from any and all claims, causes of action, liabilities, damages, losses, costs, or expenses arising out of or relating to your access to or use of (or inability to access or use) any Product, including any Points, Loot Boxes, or Merchandise offered through the Products.

This Section 8.1 applies even if such claims are based on contract, tort, negligence, strict liability, statute, or any other legal theory. Your assumption of risk is described further in Section 7 (Assumption of Risk).

If you are a California resident, you waive California Civil Code §1542, which provides: "[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."

8.2 Limitation of Liability

To the maximum extent permitted by applicable law:

(i) No indirect damages. In no event will Oku Trade or its officers, directors, employees, contractors, agents, affiliates, or subsidiaries be liable for any indirect, punitive, incidental, special, consequential, or exemplary damages, including damages for loss of profits, goodwill, use, data, or other intangible losses, arising out of or relating to any access to or use of (or inability to access or use) any Product (including any Points, Loot Boxes, or Merchandise offered through the Products).

(ii) No damages resulting from unauthorized access. We will not be responsible for damages resulting from hacking, tampering, or unauthorized access to or use of the Products, except to the extent caused by our gross negligence or willful misconduct where such limitation is prohibited by law.

(iii) Liability cap. Except as required by applicable law in cases involving personal injury, Oku Trade's total aggregate liability to you for all claims arising out of or relating to the Products (including any Points, Loot Boxes, or Merchandise offered through the Products) will not exceed $100.00 USD (or the equivalent in the local currency of the applicable jurisdiction).

Some jurisdictions do not allow certain limitations of liability, so one or more of the above limitations may not apply to you, and these limitations apply only to the maximum extent permitted by law.

8.3 Indemnification

8.3.1 Generally. You agree to defend, indemnify, and hold harmless Oku Trade and its officers, directors, employees, contractors, agents, affiliates, and subsidiaries from and against all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or relating to: (i) your access to or use of any Product; (ii) your violation of this Agreement; (iii) your violation of any right of any third-party or any applicable law, rule, or regulation; (iv) any other person's access to or use of the Products with your assistance or using any device, credentials, or account that you own or control; or (v) any dispute between you and any other user or any of your customers/users.

8.3.2 Indemnity process. We may, at our option, assume control of the defense of any claim subject to indemnification (without limiting your indemnification obligations). You agree to cooperate with our defense and not to settle any such claim without our prior written consent, which will not be unreasonably withheld.

9. GOVERNING LAW; DISPUTE RESOLUTION; WAIVERS

9.1 Governing Law; Forum; FAA

YOU AGREE THAT THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS, GOVERN THIS AGREEMENT AND ANY DISAGREEMENT, CLAIM, CONTROVERSY, OR CONFLICT THAT ARISES OUT OF OR RELATES TO THIS AGREEMENT, ITS INTERPRETATION, THE BREACH, TERMINATION, VALIDITY, OR ENFORCEMENT OF THIS AGREEMENT, OR THE RELATIONSHIPS WHICH RESULT FROM THE AGREEMENT (EACH, A "DISPUTE").

YOU FURTHER AGREE THAT EACH OF OUR PRODUCTS SHALL BE DEEMED TO BE BASED SOLELY IN THE STATE OF ILLINOIS AND THAT ALTHOUGH A PRODUCT MAY BE AVAILABLE IN OTHER JURISDICTIONS, ITS AVAILABILITY DOES NOT GIVE RISE TO GENERAL OR SPECIFIC PERSONAL JURISDICTION IN ANY FORUM OUTSIDE THE STATE OF ILLINOIS.

The parties acknowledge that this Agreement evidences interstate commerce. Any arbitration conducted pursuant to this Agreement shall be governed by the Federal Arbitration Act.

You agree that the federal and state courts of Cook County, Illinois are the proper forum for (i) any appeals of an arbitration award, (ii) any action to enforce an arbitration award, and (iii) court proceedings in the event that this Agreement's binding arbitration clause is found to be unenforceable.

9.2 Informal Dispute Resolution (Notice of Dispute Required)

Before initiating arbitration, you must send us a written notice of dispute by email to legal@gfxlabs.io ("Notice of Dispute"). Your Notice of Dispute must include: (i) your name and contact information, (ii) a description of the Dispute, and (iii) the specific relief you are seeking. We will use good-faith efforts to resolve Disputes informally. If we are unable to reach an informal resolution within sixty (60) days after we receive your Notice of Dispute, then you or we may initiate arbitration as described below.

9.3 Binding Arbitration; Confidentiality; Court-Only Fallback

ANY UNRESOLVED DISPUTE (INCLUDING ANY CLAIM OR CONTROVERSY AS TO ARBITRABILITY) SHALL BE FINALLY AND EXCLUSIVELY SETTLED BY BINDING ARBITRATION UNDER THE JAMS OPTIONAL EXPEDITED ARBITRATION PROCEDURES.

You understand that you are required to resolve Disputes by binding arbitration. The arbitration shall be held on a strictly confidential basis. All information disclosed during the arbitration process, including the existence of the arbitration, the proceedings, evidence presented, filings, the outcome, and any awards, shall be kept confidential by the parties and the arbitrator, unless disclosure is required by law or agreed to in writing by all parties involved.

The arbitration shall be conducted before a single arbitrator, who shall be selected pursuant to JAMS rules. The arbitration shall take place in Chicago, Illinois unless you and we mutually agree to hold it elsewhere. The arbitration proceedings shall be conducted in English.

Unless we agree otherwise, the arbitrator may not consolidate your claims with those of any other party. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

IF, FOR ANY REASON, A CLAIM BY LAW OR EQUITY MUST PROCEED IN COURT RATHER THAN IN ARBITRATION, YOU AGREE TO WAIVE ANY RIGHT TO A JURY TRIAL, AND ANY CLAIM MAY BE BROUGHT ONLY IN A FEDERAL DISTRICT COURT OR AN ILLINOIS STATE COURT LOCATED IN COOK COUNTY, ILLINOIS.

9.4 Class Action / Representative Action Waiver

YOU MUST BRING ANY AND ALL DISPUTES AGAINST US IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF IN OR MEMBER OF ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING. THIS PROVISION APPLIES TO CLASS ARBITRATION.

9.5 Statute of Limitations

YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE USE OF ANY OF OUR PRODUCTS MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.

10. OTHER LEGAL TERMS

10.1 Changes / Modifications

10.1.1 Changes to Terms. We may modify this Agreement from time to time. Unless we expressly state otherwise, any modification is effective when we post the updated Agreement through the website(s) and/or application(s) through which we make the Products available (including by updating the "Last Updated" date). By continuing to access or use any Product after the effective date of a modification, you agree to the modified Agreement. If you do not agree to a modification, you must stop accessing and using the Products.

10.1.2 Changes to Products. We may, at any time, modify, add, suspend, remove, disable, discontinue, or restrict access to any Product or feature (in whole or in part), including changing availability by chain, protocol, asset, geography, feature version, or other criteria. We may also remove or restrict access to content made available through the Products. We have no obligation to maintain or continue any Product or feature, and we will not be liable for any modification, suspension, discontinuation, or unavailability of any Product or feature, except to the extent required by applicable law.

10.1.3 Order-Feature Implementation; Third-Party Services. We may modify, replace, suspend, or discontinue any Order-related functionality (including Limit Orders), including the use of any particular Third-Party Service, protocol, provider, or integration, at any time. The steps, terminology, and mechanics for creating, monitoring, fulfilling, canceling, settling, or claiming an Order may vary by chain, protocol, asset, wallet, and feature version, and may change over time. The Products' user interface and/or documentation may describe additional parameters, limitations, prerequisites, or operational details for Order-related functionality. In the event of a conflict between the user interface/documentation and this Agreement, this Agreement controls unless the documentation expressly states that it is intended to amend this Agreement.

10.2 Notice

We may provide any notice to you under this Agreement using commercially reasonable means, including using public communication channels. Notices we provide by using public communication channels will be effective upon posting.

If you need to provide notice to us under this Agreement, you must do so by email to legal@gfxlabs.io, unless we specify a different notice method for a particular type of notice.

10.3 Cooperation with Authorities; Legal Process

We may cooperate with law enforcement, regulators, courts, or other governmental authorities, and may comply with subpoenas, court orders, regulatory requests, and other legal process. We may take such actions without notice to you where we determine, in our reasonable discretion, that notice is prohibited by law, would be futile, would compromise an investigation, would risk harm to any person, or would otherwise be inappropriate. Where not prohibited and where reasonably practicable, we may attempt to provide you notice of legal process that seeks information relating to you.

10.4 Entire Agreement; Severability

These terms constitute the entire agreement between you and us with respect to the subject matter hereof. This Agreement supersedes any and all prior or contemporaneous written and oral agreements, communications, and other understandings (if any) relating to the subject matter of the terms.

If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law, or regulation of any local, state, or federal government agency, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of this Agreement shall not be affected.

10.5 Assignment

You may not assign or transfer this Agreement, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer this Agreement without our prior written consent shall be null and void. We may freely assign or transfer this Agreement. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors, and permitted assigns.

10.6 No Waiver

Our failure to enforce any right or provision of this Agreement will not be a waiver of that right or provision. Any waiver must be in writing and signed by us to be effective.

10.7 Relationship of the Parties

Nothing in this Agreement creates any partnership, joint venture, agency, employment, or fiduciary relationship between you and us.

10.8 Force Majeure

We will not be liable for any delay or failure to perform resulting from causes outside our reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, pandemics, network or telecommunications failures, or blockchain, protocol, or network congestion or outages.

10.9 Survival

Any provisions that by their nature should survive termination or expiration of this Agreement will survive, including provisions relating to intellectual property, disclaimers, limitation of liability, indemnification, dispute resolution, and waivers.

10.10 Third-Party Beneficiaries

This Agreement is for the benefit of you and us only and does not confer any rights or remedies on any other person or entity, except as expressly stated in this Agreement.

10.11 Section Titles and Summaries

The section titles and section summaries in the Agreement are for convenience only and have no legal or contractual effect.

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