Terms of Service

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These Terms of Service ("Terms") constitute a legally binding contract made between you and Eco Foundation and its affiliates and service providers ("Eco," "we," or "us") that governs your access to and use of the Sequencer and the Testnet, each of which is defined below (collectively, the "Services"). By using the Services in any way, you agree to be bound by these Terms. If you do not accept the terms and conditions of these Terms, you are not permitted to access or otherwise use the Services.

BY AGREEING TO THESE TERMS, YOU AND WE AGREE TO RESOLVE ANY DISPUTES WE MAY HAVE WITH EACH OTHER VIA BINDING ARBITRATION OR IN SMALL CLAIMS COURT (INSTEAD OF A COURT OF GENERAL JURISDICTION), AND YOU AGREE TO DO SO AS AN INDIVIDUAL (INSTEAD OF, FOR EXAMPLE, AS A REPRESENTATIVE OR MEMBER OF A CLASS IN A CLASS ACTION). TO THE EXTENT THAT THE LAW ALLOWS, YOU ALSO WAIVE YOUR RIGHT TO A TRIAL BY JURY. FOR MORE INFORMATION, SEE SECTION 26 BELOW.

1. Who May Use the Services

The Services are currently in a closed testing and development phase. You may only use the Services if we expressly authorize you to do so. In addition, you may only use the Services if you are legally capable of forming a binding contract with us in your respective jurisdiction which may require your parents consent if you’re not the legal age of majority (which in many jurisdictions is 18), and not barred from using the Services under the laws of any applicable jurisdiction, for example, that you do not appear on the U.S. Treasury Department’s list of Specially Designated Nationals and are not located or organized in a U.S. sanctioned jurisdiction. If you are using the Services on behalf of an entity or other organization, you agree to these Terms for that entity or organization and represent to us that you have the authority to bind that entity or organization to these Terms.

2. Rights We Grant You

As between you and us, Eco is the owner of the Services, including all related intellectual property rights and proprietary content, information, material, software, images, text, graphics, illustrations, logos, trademarks, service marks, copyrights, photographs, audio, video, music, and the "look and feel" of the Services. We hereby permit you to use and access the Services, provided that you comply with these Terms. If any software, content or other materials owned or controlled by us are distributed to you as part of your use of the Services, we hereby grant you a non-sublicensable, non-transferable, and non-exclusive right and license to execute, access and display such software, content and materials provided to you as part of the Services, in each case for the sole purpose of enabling you to use the Services as permitted by these Terms. To use any parts of the contents of the Services other than for personal and non-commercial use, you must seek permission from us in writing. We reserve the right to refuse permission without providing any reasons.

3. Accessing the Services

To access the Services, you may need to connect a compatible cryptocurrency wallet software ("Wallet"). Your relationship with any given Wallet provider is governed by the applicable terms of that Wallet provider, not these Terms. You are responsible for maintaining the confidentiality of any private key controlled by your Wallet and are fully responsible for any and all messages or conduct signed with your private key. We accept no responsibility or liability to you in connection with your use of a Wallet, and make no representations and warranties regarding how the Services will operate or be compatible with any specific Wallet. We reserve the right, in our sole discretion, to prohibit certain Wallet addresses from being able to use or engage in some or all of the Services.

As between you and us, you retain ownership and all intellectual property rights to the content and materials you submit to the Services. But, you grant us a limited, non-exclusive, worldwide, royalty free license to use your content solely for the purpose of operating the Services for so long as we operate the Services. To avoid any doubt, this license does not allow us to use your intellectual property beyond operating the Services (e.g., in advertisements).

4. The Services

Our Services include the following:

  • Sequencer: The Sequencer is a node operated by us or on our behalf that receives, records, and reports transactions on a rollup (the "Rollup") deployed as an L3 on Base. The Rollup is not part of the Services. While the Sequencer is, initially, the only sequencer node supporting transactions on the Rollup, additional nodes may be provided by third parties in the future. The Sequencer does not store, take custody of, control, send, or receive your virtual currency, except for receiving applicable gas fees. It also does not have the ability to modify, reverse, or otherwise alter any submitted transactions, and will not have access to your private key or the ability to control value on your behalf. We reserve the right to charge and modify the fees in connection with your use of the Sequencer. These fees may also be subject to taxes under applicable law.
  • Testnet: The Testnet is a test environment that allows you to build applications integrated with the Rollup. You are permitted to access and use the Testnet only to test and improve the experience, security, and design of the Rollup or applications built on the Rollup, subject to these Terms. No tokens on the Testnet will be converted into any future rewards offered by us. We may change, discontinue, or terminate, temporarily or permanently, all or any part of the Testnet, at any time and without notice.

5. The Eco Protocol

The Eco Protocol (the "Protocol") comprises the Rollup as well as certain smart contracts (the "Smart Contracts") deployed on different blockchains, such as Base, that enable certain functionalities, such as "bridging" (i.e., locking assets on one blockchain protocol and replicate them on another protocol) digital assets. Neither the Rollup nor the Smart Contracts are part of the Services. They are both operated through the use of certain open source software. We do not take possession, custody, or control over any virtual currency or other digital asset on the Rollup or the Smart Contracts, unless expressly stated in a written contract signed by us. You acknowledge and agree that we make no representations or warranties with respect to the Rollup or the Smart Contracts, and that, if you use the Rollup or the Smart Contracts, you do so at your own risk.

6. Acceptable Use

You agree that you will not use the Services in any manner or for any purpose other than as expressly permitted by these Terms. That means, among other things, you will not use the Services to do or encourage any of the following:

  • Infringe or violate the intellectual property rights or any other rights of anyone else (including us) or attempt to decompile, disassemble, or reverse engineer the Services;
  • Violate any applicable law or regulation, including without limitation, any applicable anti-money laundering laws, anti-terrorism laws, export control laws, end user restrictions, privacy laws or economic sanctions laws/regulations, including those administered by the U.S. Department of Treasury’s Office of Foreign Assets Control;
  • Use the Services in a way that is dangerous, harmful, fraudulent, misleading, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
  • Violate, compromise, or interfere with the security, integrity, or availability of any computer, network, or technology associated with the Services, including using the Services in a manner that constitutes excessive or abusive usage, attempts to disrupt, attack, or interfere with other users, or otherwise impacts the stability of the Services.
  • Use any of our brands, logos, or trademarks (or any brands, logos, or trademarks that are confusingly similar) without our express prior written approval, which we may withhold at our discretion for any reason.

7. Release and Assumption of Risk

‍By using the Services or the Protocol you represent that you understand there are risks inherent in using cryptographic and public blockchain-based systems, including, but not limited, to the Services and digital assets such as bitcoin (BTC) and ether (ETH). You expressly agree that you assume all risks in connection with your access and use of the Rollup and the separate Services offered by us. That means, among other things, you understand and acknowledge that:

  • The Protocol and the separate Services may be subject to cyberattacks and exploits, which could result in the irrevocable loss or reduction in value of your digital assets or in additional copies of your digital assets being created or bridged without your consent.
  • The Protocol is subject to periodic upgrades, some of which, if implemented, may significantly impact the Rollup or the Services, and may introduce other risks, bugs, malfunctions, cyberattack vectors, or other changes to the Rollup or the Services that could disrupt their operation or otherwise cause you harm or loss.
  • If you lose your Wallet seed phrase, private keys, or password, you might permanently be unable to access your digital assets. You bear sole responsibility for safeguarding and ensuring the security of your Wallet.
  • You further expressly waive and release Eco Foundation, its parents, affiliates, related companies, and service providers, as well as their respective officers, directors, members, employees, consultants, representatives. agents, partners, licensors, and each of their respective successors and assigns (collectively, the "Released Entities") from any and all liability, claims, causes of action, or damages arising from or in any way related to your use of the Services, and your interaction with the Protocol. Also, to the extent applicable, you shall and hereby do waive the benefits and protections of 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. Interactions with Other Users

You are responsible for your interactions with other users on or through the Services. While we reserve the right to monitor interactions between users, we are not obligated to do so, and we cannot be held liable for your interactions with other users, or for any user’s actions or inactions. If you have a dispute with one or more users, you release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

9. Feedback

Any questions, comments, suggestions, ideas, feedback, reviews, or other information about the Services, provided by you to us, are non-confidential and we will be entitled to the unrestricted use and dissemination of these submissions for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you.

10. Privacy

For more information regarding our collection, use, and disclosure of personal data and certain other data, please see our Privacy Policy at https://eco.com/privacy-policy.

11. Third-Party Services

The Services may provide access to services, sites, technology, applications and resources that are provided or otherwise made available by third parties ("Third-Party Services"). Your access and use of Third-Party Services may also be subject to additional terms and conditions, privacy policies, or other agreements with such third parties. Eco has no control over and is not responsible for such Third-Party Services, including for the accuracy, availability, reliability, or completeness of information or content shared by or available through Third-Party Services, or on the privacy practices of Third-Party Services. We encourage you to review the privacy policies of Third-Party Services prior to using such services. You, and not us, will be responsible for any and all costs and charges associated with your use of any Third-Party Services. The integration or inclusion of such Third-Party Services does not imply an endorsement or recommendation. Any dealings you have with third parties while using the Services — including if a Third-Party Service may have infringed your intellectual property rights — are between you and the third party. We will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third-Party Services.

12. Additional Services

We or our affiliates may offer additional services that interact with the Protocol, which may require you to agree to additional terms. If, while using an additional service, there is a conflict between these Terms and the additional terms covering that service, the additional terms will prevail.

13. Indemnification

To the fullest extent permitted by applicable laws, you will indemnify and hold the Released Entities harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Services, (b) your violation of these Terms, or (c) your negligence or willful misconduct. If you are obligated to indemnify any Released Entity hereunder, then you agree that we (or, at its discretion, the applicable Released Entity) will have the right, in its sole discretion, to control any action or proceeding and to determine whether we wish to settle, and if so, on what terms, and you agree to fully cooperate with us in the defense or settlement of such claim.

14. Beta Product; Warranty Disclaimers

THE SERVICES ARE CURRENTLY IN A BETA, PILOT, LIMITED RELEASE, DEVELOPER PREVIEW, NON-PRODUCTION, AND EVALUATION PHASE. THE SERVICES MAY CONTAIN BUGS, ERRORS, AND/OR OTHER PROBLEMS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PROTOCOL AND THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ECO SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. THE RELEASED ENTITIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT (I) ACCESS TO THE SERVICES OR THE PROTOCOL WILL BE CONTINUOUS, UNINTERRUPTED, OR TIMELY; (II) THE SERVICES AND THE PROTOCOL WILL BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, INCLUDING ANY WALLETS; (III) THE SERVICES AND THE PROTOCOL WILL BE SECURE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE; (IV) THE SERVICES AND THE PROTOCOL WILL PREVENT ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA; OR (V) THAT THE SERVICES OR THE PROTOCOL WILL PROTECT YOUR ASSETS FROM THEFT, HACKING, CYBER ATTACK, OR OTHER FORM OF LOSS OR DEVALUATION CAUSED BY THIRD-PARTY CONDUCT.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER THE RELEASED ENTITIES NOR THEIR SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, INTELLECTUAL PROPERTY INFRINGEMENT, OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR THE PROTOCOL, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE RELEASED ENTITIES OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE RELEASED ENTITIES’ TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR THE PROTOCOL EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO THE RELEASED ENTITIES FOR USE OF THE SERVICES OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS HIGHER. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND US.

IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF YOUR STATE OF RESIDENCE, THE INVALIDITY OF SUCH PORTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

16. Changes to Terms

We reserve the right, in our sole discretion, to change these Terms at any time and your continued use of the Services after the date any such changes become effective constitutes your acceptance of the new Terms. You should periodically visit this page to review the current Terms so you are aware of any revisions. If you do not agree to abide by these or any future Terms, you are not permitted to access, browse, or use (or continue to access, browse, or use) the Services.

17. Notice

Any notices or other communications provided by us under these Terms, including those regarding modifications to these Terms, will be posted online, in the Services, or through other electronic communication. You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures that we provide in connection with your use of the Services.

18. Entire Agreement

These Terms and any other documents incorporated by reference comprise the entire understanding and agreement between you and us as to the subject matter hereof, and supersedes any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of these Terms), between you and us. Section headings in these Terms are for convenience only and shall not govern the meaning or interpretation of any provision of these Terms.

19. Assignment

We reserve the right to assign our rights without restriction, including without limitation to any of our affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. In the event that we acquired by or merged with a third party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control. You may not assign any rights and/or licenses granted under these Terms. Any attempted transfer or assignment by you in violation hereof shall be null and void. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

20. Severability

If any provision of these Terms is 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 these Terms shall not be affected.

21. Termination; Survival

We may suspend or terminate your access to and use of the Services at our sole discretion, at any time and without notice to you. Upon any termination, discontinuation or cancellation of the Services, Sections 7 through 27 of the Terms will survive.

22. Force Majeure

We shall not be liable for delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, significant market volatility, act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, pandemic, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.

23. Non-Waiver of Rights

These Terms shall not be construed to waive rights that cannot be waived under applicable laws, including applicable state money transmission laws in the state where you are located. In addition, our failure to insist upon or enforce strict performance by you of any provision of these Terms or to exercise any right under these Terms will not be construed as a waiver or relinquishment to any extent of our right to assert or rely upon any such provision or right in that or any other instance.

24. Relationship of the Parties

We are an independent contractor for all purposes. Nothing in these Terms is intended to or shall operate to create a partnership or joint venture between you and us, or authorize you to act as agent of ours. These Terms are not intended to, and do not, create or impose any fiduciary duties on us. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and foregone. You further agree that the only duties and obligations that we owe you are those set out expressly in these Terms.

25. Governing Law; Dispute Resolution

You agree that the laws of the Cayman Islands, without regard to principles of conflict of laws, will govern these Terms and any Dispute. All disputes not arbitrable pursuant to Section 26 below shall be subject to the exclusive jurisdiction of the courts of the Cayman Islands and the courts hearing appeals therefrom. You hereby consent to the jurisdiction of such courts.

26. Arbitration Agreement, Class Action Waiver, And Jury Trial Waiver

  • Nature of Arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is very limited. However, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual. All issues are for the arbitrator to decide, including issues relating to arbitrability, the scope or enforceability of this agreement to arbitrate, and issues that this agreement to arbitrate indicates that a court can resolve.
  • Scope of Arbitration. You and we agree that any complaint, dispute, controversy or claim, whether founded in contract, tort, statutory or common law, concerning or arising out of these Terms or your use of the Services, including the applicability, scope or validity of this agreement to arbitrate (a "Claim"), shall be pursuant to the binding arbitration provisions below. Such Claim will be resolved exclusively by individual (not class or classwide) binding arbitration with a single neutral arbitrator who has the power to award the same individual damages and individual relief that a court can award.
  • Arbitration Procedures. The arbitration shall be administered by the American Arbitration Association’s International Centre for Dispute Resolution ("ICDR") and the ICDR’s International Dispute Resolution Rules (the "Rules"), including the AAA’s Procedures for the Resolution of Disputes through Document Submission, as may be modified by this agreement to arbitrate. The seat of the arbitration shall be the Cayman Islands and proceedings may be conducted through video conference. The Rules are available at https://www.adr.org. In the event the ICDR is unavailable or unwilling to administer the arbitration consistent with this agreement to arbitrate, another administrator will be selected by the parties or by a court. The arbitrator shall be a practicing attorney or retired judge having experience with and knowledge of online commerce law and, to the extent possible, laws governing digital assets. The arbitrator shall decide the substance of all Claims in accordance with applicable law. The arbitrator shall be responsible for determining all threshold arbitrability issues. The award of the arbitrator shall be final and binding, and a judgment on the award may be entered by any court having jurisdiction.
  • Class Action and Jury Trial Waiver. TO THE EXTENT PERMISSIBLE BY LAW, YOU AND WE EACH AGREE THAT ALL CLAIMS MUST BE BROUGHT IN A PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING (COLLECTIVELY "CLASS ACTION WAIVER"). UNLESS BOTH YOU AND WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS OR ENGAGE IN ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS ARBITRATION. IN ADDITION, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). YOU ACKNOWLEDGE THAT, BY AGREEING TO THESE TERMS, YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION. IF THE CLASS ACTION WAIVER IS HELD TO BE UNENFORCEABLE WITH RESPECT TO A CLAIM, THEN THIS AGREEMENT TO ARBITRATE SHALL NOT APPLY TO THAT CLAIM.
  • Severability. With the exception of the Class Action Waiver above, if any provision of this agreement to arbitrate is found unenforceable, the unenforceable provision will be severed, and the remaining terms will be enforced.