Last updated March 30, 2023
INNODEX LIMITED PERMANENT AGREEMENT WILL NOT BE PROVIDED TO ANY INDIVIDUAL OR CORPORATED IN THE AMERICA (collectively "American") OR AN INDEX LIMITED OR REGISTERED OFFICE. In addition, no service (defined below) is provided to individuals or organizations that reside in a restricted area (as defined below), are citizens, have established, or have registered offices. corporation in a restricted area, "restricted person"). We do not make exceptions. Therefore, if you are an American, do not attempt to use a permanent contract, or if you are a limited individual, do not attempt to use the service. The use of virtual private networks ("VPNs") to bypass the restrictions set forth herein is prohibited.
These Terms and Conditions are made between you and INNODEX LIMITED and its affiliates ("INNODEX", "We", "We", "We", and "Our") in public or in your representative company or other corporation ("You" or "You" (commonly referred to as this "Terms") in connection with your use.
Please read these Terms carefully, as these Terms govern your use of the Site to access the order book, matching engine, smart contracts, decentralized applications, APIs and all other software that INNODEX or a third party has developed for trading cryptocurrencies and other blockchain-based assets (collectively, “Digital Assets”), including entering into perpetual contracts (“Perpetual Contracts”) related to Digital Assets, exchanging one Digital Asset for another Digital Asset through the 0x API, receiving non-fungible tokens (“NFTs”); your use of the computation and storage scalability service known as “StarkEx” (the “StarkEx Service”); and your registration for or attendance at events sponsored or hosted by INNODEX (collectively, the “Services”). These Terms expressly cover your rights and obligations, and our disclaimers and limitations of legal liability, relating to your use of, and access to, the Site and the Services. By clicking “I agree” (or a similar language) to these Terms, acknowledging these Terms by other means, or otherwise accessing or using the Site or the Services, you accept and agree to be bound by and to comply with these Terms, including the mandatory arbitration provision in Section 15. If you do not agree to these Terms, then you must not access or use the Site or the Services.
Please carefully review the disclosures and disclaimers set forth in Section 12 in their entirety before using any software developed by INNODEX. The information in Section 12 provides important details about the legal obligations associated with your use of the Services. By accessing or using the Site or the Services, you agree that INNODEX does not provide execution, settlement, or clearing services of any kind and is not responsible for the execution, settlement, or clearing of transactions automated through the Services.
We reserve the right, in our sole discretion, to modify these Terms from time to time. If we make changes, we will provide you with notice of such changes, such as by providing notice through the Services or updating the “Last Updated” date at the top of these Terms. Unless we state otherwise in our notice, all such modifications are effective immediately, and your continued use of the Site and the Services after we provide that notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, then you must stop using the Site and the Services.
2.1 As a condition to accessing or using the Services or the Site, you represent and warrant to INNODEX the following:
2.2 As a condition to accessing or using the Services or the Site, you acknowledge, understand, and agree to the following:
2.3 As a condition for accessing or using a service or site, you pledge to INNODEX.
Unless otherwise specified under the promotion operated by INNODEX in relation to the use of the service, all costs necessary to interact with Ethereum and Solana Blockchain, including the "Gas Fee" cost, and all other costs reflected, shall be paid. When you use the services provided by the site, we try to provide accurate fee information, but this information reflects our estimated fees, which may differ from the actual fees paid to use the service and interact with Ethereum and Solana blockchain.
All information provided in connection with your access and use of the Site and the Services is for informational purposes only and should not be construed as professional advice. You should not take, or refrain from taking, any action based on any information contained on the Site or any other information that we make available at any time, including blog posts, data, articles, links to third-party content, discord content, news feeds, tutorials, tweets, and videos. Before you make any financial, legal, or other decisions involving the Services, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate. The Terms are not intended to, and do not, create or impose any fiduciary duties on us. You further agree that the only duties and obligations that we owe you are those set out expressly in these Terms.
You may not use the service to participate in the activity category ("Forbidden Use") specified below. The specific activities specified below represent prohibited use but are not complete. If you are unsure whether your service use includes prohibited use, or if you have any other questions about how these requirements apply to you, please contact admin@innodex.io . By using the Site or Service, you confirm that you will not use the Site or Service to.
6.1.You acknowledge that certain aspects of the Site or the Services may use, incorporate or link to certain open-source components and that your use of the Site or Services is subject to, and you will comply with, any applicable open-source licenses that govern any such open-source components (collectively, the “Open-Source Licenses”). Without limiting the generality of the foregoing, you may not (a) resell, lease, lend, share, distribute, or otherwise permit any third party to use the Site or the Services; (b) use the Site or the Services for time-sharing or service bureau purposes; or (c) otherwise use the Site or the Services in a manner that violates the Open-Source Licenses.
6.2.Excluding third-party software that the Site or the Services incorporates, as between you and INNODEX, INNODEX owns the Site and the Services, including all technology, content and other materials used, displayed or provided on the Site or in connection with the Services (including all intellectual property rights subsisting therein, whether or not subject to the Open-Source Licenses), and hereby grants you a limited, non-exclusive, revocable, non-transferable, non-sublicensable license to access and use those portions of the Site and the Services that are proprietary to INNODEX and not available pursuant to the Open-Source Licenses.
6.3.Any of INNODEX’s product or service names, logos, and other marks used on the Site or as a part of the Services, including INNODEX's name and logo, are trademarks owned by INNODEX or our licensors. You may not copy, imitate, or use them without the prior written consent of INNODEX or the applicable licensors, and these Terms do not grant you any rights in those trademarks. You may not remove, obscure, or alter any legal notices displayed in or along with the Site or the Services.
6.4. The service is non-binding. Depositing digital assets in smart contracts developed by INNODEX always retains control of those digital assets. The security key for an account linked to an INNODEX internal wallet that transfers digital assets, or the private key for an email address account, is the only security key that can control the digital assets that are sent to smart contracts developed by INNODEX. In some cases, digital assets can only be withdrawn from smart contracts developed by INNODEX to Ethereum and Solana user wallet addresses where digital assets have been deposited.
The Services provide, or third parties may provide, links to other World Wide Web or accessible sites, applications, or resources. You acknowledge and agree that INNODEX is not responsible for the availability of such external sites, applications or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Company will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods, or services available on or through any such site or resource.
We may, at our sole discretion, from time to time and with or without prior notice to you, modify, suspend or disable (temporarily or permanently) the Services, in whole or in part, for any reason whatsoever, including to only allow open Perpetual Contracts to be closed. Upon termination of your access, your right to use the Services will immediately cease. We will not be liable for any losses suffered by you resulting from any modification to any Services or from any modification, suspension or termination, for any reason, of your access to all or any portion of the Site or the Services. The following sections of these Terms will survive any termination of your access to the Site or the Services, regardless of the reasons for its expiration or termination, in addition to any other provision which by law or by its nature should survive: Section 7 and Sections 9 through Section 17.
9.1 You understand and agree to the inherent risks associated with cryptographic systems and blockchain-based networks by using or interacting with services such as smart contract-based tokens, including the use and complexity of underlying digital assets such as ETH and SOL, and with systems interacting with blockchain-based networks. INNODEX does not own or control the underlying software on which the blockchain network is formed. In general, the software underlying the blockchain network, including Ethereum and Solana Blockchain, is an open source that anyone can use, copy, modify, and distribute. By using the service, you acknowledge and agree that (a) INNODEX is not responsible for the operation of the blockchain-based software and network on which the service is based, and (b) there is no guarantee of the functionality, security, or availability of the service. Blockchain networks use public and security key encryption. You are solely responsible for protecting the security key. We cannot access your security key. Losing control of security keys will permanently and irreversibly deny access to digital assets on Ethereum and Solana blockchain or other blockchain-based networks. INNODEX or any other person or organization may not search or protect your digital assets. If you lose your security key, you cannot transfer your digital assets to another blockchain address or wallet. If this happens, you cannot realize the value or utility of the digital assets you can hold.
9.2.The Services and your Digital Assets could be impacted by one or more regulatory inquiries or regulatory actions, which could impede or limit the ability of INNODEX to continue to make available our proprietary software and could impede or limit your ability to access or use the Services.
9.3. You acknowledge and understand that encryption is an ongoing area with advances in code cracking or other technological advances, such as the development of quantum computers that can pose a risk to digital assets and services, resulting in theft or loss of your digital assets. To the extent possible, we plan to update our smart contracts developed by INNODEX to explain the evolution of encryption technology and incorporate additional security measures needed to address the risks posed by technological advances, but we do not guarantee full security of our services.
9.4. You understand that as Ethereum and Solana blockchains are still in development, there are technology and security risks when using the service, in addition to the uncertainties associated with digital assets and the transactions in them. You acknowledge that the costs of trading on Ethereum and Solana blockchains are variable and may increase at any time, affecting all activities that occur on Ethereum and Solana blockchains, resulting in price fluctuations or increased costs when using the service.
9.5 .You acknowledge that the Services are subject to flaws and that you are solely responsible for evaluating any code provided by the Services or Site. This warning and other warnings that INNODEX provides in these Terms are in no way evidence or represent an on-going duty to alert you to all of the potential risks of utilizing the Services or accessing the Site.
9.6 We intend to provide accurate and timely information and data while you are using the Service, but the Site and other information available when using the Service may not be completely accurate or up-to-date, including technical inaccuracies or typographical errors. In order to continue providing as complete and accurate information as possible, information, including information about our policies, may be changed or updated from time to time without prior notice. Therefore, you must verify all information before relying on it, and any decision based on information contained on the site or as part of the service is entirely your responsibility. There is no representation of the accuracy, completeness, or appropriateness of the pricing information distributed through the site or when using the service. Price and pricing information can be higher or lower than the prices offered on platforms that offer similar services.
9.7 Using or interacting with services requires a comprehensive understanding of application encryption and computer science to understand unique risks, including those listed above. You state and warrant that you have relevant knowledge and skills. References to digital asset types during site or service use do not indicate our approval or non-approval of the technology on which digital assets depend and should not be used on behalf of your understanding of risk. It depends on each type of digital asset. Although we intend to provide accurate and timely information and data on the Site and during
9.8. In particular, the use of services for digital asset transactions and permanent contracting can entail financial risks. Digital assets, especially those associated with indefinite contracts, are inherently highly experimental, risky, and volatile. Transactions made in connection with the Services are irreversible, final and non-refundable. You acknowledge and agree to access and use the Site and Services at your own responsibility. Loss risk can be significant for digital asset transactions, especially when signing permanent contracts. Therefore, in light of your situation and financial resources, you should carefully consider whether such a transaction is suitable for you. By using the Services, you have stated and warranted that you have and will be responsible for conducting an independent assessment and investigation of the risks of a particular transaction and the risks of underlying digital assets, including indefinite contracts. You indicate that you have sufficient knowledge, market sophistication, professional advice and experience to assess the benefits and risks of any transaction undertaken in connection with services or digital assets. You accept all consequences of using the Service, including the risk of indefinite access to your digital assets. All transaction decisions are your sole responsibility. Notwithstanding the terms and conditions hereof, we are not responsible for any use of your services to conduct digital asset transactions, including the conclusion of a permanent contract.
9.9.We must comply with Applicable Law, which may require us to, upon request by government agencies, take certain actions or provide information, which may not be in your best interests.
9.10. You understand that the INNODEX service is still in development, and that technology, transactions, and other risks arise when using the service. These risks include, among other things, delays in transactions, withdrawals, and deposits occurring on INNODEX's servers. You acknowledge that these risks can have a significant impact on your transactions using the service, such as incorrect information presentation on the site for server errors or track transactions using the service for server errors, and above all, you may not be able to fulfill the transactions at the price you want or at all.
9.11 .You understand that you are responsible for all trades you place, including any erroneous orders that may be filled. We do not take any action to resolve erroneous trades that result from your errors.
9.12. You agree, assuming that INNODEX is not responsible for the risks set forth in this clause 9. You hereby waive, waive, and release all claims against INNODEX and our shareholders (including members, directors, executives, employee representatives suppliers, and contractors) from any known information.
You defend, indemnify, and protect INNODEX and our shareholders, members, directors, executives, managers, employees, lawyers, agents, agents, suppliers, and contractors (collectively referred to as "the indemnified parties"). (a) Site or service (included INNODEX service); (b) digital assets related to your Ethereum and Solana INNODEX internal wallet address; (c) feedback or user content provided to INNODEX in connection with the site or service (if any) (d) breach of your Terms and Conditions or (e) your infringement or abuse of the rights of another person or organization. If you are obligated to indemnify an indemnifying party, INNODEX (or at our sole discretion) has the right to control all actions or procedures and determine whether INNODEX wishes to do so. Agree to work with INNODEX on some terms, if so.
INNODEX is a software developer. INNODEX does not operate a digital asset or derivative exchange platform, does not provide transaction execution or liquidation services, and has no supervision, participation or control over your transactions using the services. All transactions between software users developed by INNODEX are executed as P2P directly between the user's Ethereum and Solana INNODEX internal wallet addresses through smart contracts.
The disclaimer of implied warranties contained herein may not apply if and to the extent such warranties cannot be excluded or limited under the Applicable Law of the jurisdiction in which you reside.
In no event will INNODEX, our suppliers and contractors, and our and our suppliers’ and contractors’ respective stockholders, members, directors, officers, managers, employees, attorneys, agents, representatives, suppliers and contractors (collectively, the “Risk Limited Parties”) be liable for any incidental, indirect, special, punitive, consequential or similar damages or liabilities whatsoever (including damages for loss of fiat, assets, data, information, revenue, opportunities, use, goodwill, profits or other business or financial benefit) arising out of or in connection with the Site and the Services (and any of their content and functionality, including the StarkEx Service), any execution or settlement of a transaction, any performance or non-performance of the Services, your Digital Assets, Perpetual Contracts or any other product, service or other item provided by or on behalf of INNODEX, whether under contract, tort (including negligence), civil liability, statute, strict liability, breach of warranties, or under any other theory of liability, and whether or not we have been advised of, knew of or should have known of the possibility of such damages and, notwithstanding any failure of the essential purpose of these Terms or any limited remedy hereunder, nor is INNODEX in any way responsible for the execution or settlement of transactions between users of INNODEX-developed software.
In no event shall INNODEX be liable for the performance or non-performance of any website, service (and all contracts, unlawful acts (including negligence), Services provided by INNODEX for civil purposes or on behalf of INNODEX, digital assets, indefinite contracts or other products, services, or other items, statutory, strict liability, or other liability theory, which shall not exceed the amount of fees paid by you to INNODEX under these Terms in the two months immediately preceding the event giving rise to the claim for liability.
Please read the following section carefully because it requires you to arbitrate certain disputes and claims with INNODEX and limits how you can seek relief from INNODEX. Also, arbitration precludes you from suing in court or having a jury trial.
You and INNODEX agree that any dispute arising out of or related to these Terms or the Services is personal to you and INNODEX and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action, or any other type of representative proceeding.
Except for small claims disputes in which you or INNODEX seeks to bring an individual action in small claims court located in the county of your billing address or disputes in which you or INNODEX seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and INNODEX waive your rights to a jury trial and have any dispute arising out of or related to these Terms or the Services resolved in court. Instead, for any dispute or claim that you have against INNODEX or relating in any way to the Services, you agree to first contact INNODEX and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to INNODEX. The Notice you send to INNODEX email(admin@innodex.io) must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the claim; and (c) set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and INNODEX cannot reach an agreement to resolve the claim within thirty (30) days after such Notice is received, then either party may submit the dispute to binding arbitration administered by JAMS or, under the limited circumstances set forth above, in court. All disputes submitted to JAMS will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in San Francisco, California, under the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”). The most recent version of the JAMS Rules are available on the JAMS website and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason.
You and INNODEX agree that these Terms affect interstate commerce and that the enforceability of this Section 12 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
You and INNODEX agree that these Terms affect interstate commerce and that the enforceability of this Section 12 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
The arbitrator, INNODEX, and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including all information gathered, prepared, and presented for purposes of the arbitration or related to the dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.
You and INNODEX agree that for any arbitration you initiate, you will pay the filing fee and all other JAMS fees and costs. For any arbitration initiated by INNODEX, INNODEX will pay all JAMS fees and costs. You and INNODEX agree that the state or federal courts of the State of California and the United States sitting in San Francisco, California have exclusive jurisdiction over the enforcement of an arbitration award.
Any claim arising out of or related to these Terms or the Services must be filed within one (1) year after such claim arose; otherwise, the claim is permanently barred, which means that you and INNODEX will not have the right to assert the claim.
If any portion of this Section 14 is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision will be severed from these Terms; (b) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this Section 14 or the parties’ ability to compel arbitration of any remaining claims on an individual basis under this Section 14; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims will be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 14 is found to prohibit an individual claim seeking public injunctive relief, then that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 14 will be enforceable.
The interpretation and enforcement of these Terms, and any dispute related to these Terms, the Site or the Services, will be governed by and construed and enforced under the laws of the State of California, as applicable, without regard to conflict of law rules or principles (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. You agree that we may initiate a proceeding related to the enforcement or validity of our intellectual property rights in any court having jurisdiction. For any other proceeding that is not subject to arbitration under these Terms, the state and federal courts located in San Francisco, California will have exclusive jurisdiction. You waive any objection to venue in any such courts.
16.1.Please refer to our privacy policy, which is incorporated herein by reference and available at https://INNODEX.exchange/privacy/, for information about how we collect, use, share and otherwise process information about you.
16.2.You consent to receive all communications, agreements, documents, receipts, notices, and disclosures electronically (collectively, our “Communications”) that we provide in connection with these Terms, the Site or any Services. You agree that we may provide our Communications to you by posting them on the Site, by emailing them to you at the email address you provide in connection with using the Services, if any, or by Telegram at the username you provided to us during the course of your use of the Site or the Services. You should maintain copies of our Communications by printing a paper copy or saving an electronic copy. You may also contact us with questions, complaints, or claims concerning the Services at adimin@innodex.io.
16.3.Any right or remedy of INNODEX set forth in these Terms is in addition to, and not in lieu of, any other right or remedy whether described in these Terms, under Applicable Law, at law, or in equity. The failure or delay of INNODEX in exercising any right, power, or privilege under these Terms will not operate as a waiver thereof.
16.4.The invalidity or unenforceability of any of these Terms will not affect the validity or enforceability of any other of these Terms, all of which will remain in full force and effect.
16.5.We will have no responsibility or liability for any failure or delay in performance of the Site or any of the Services, or any loss or damage that you may incur, due to any circumstance or event beyond our control, including any flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, or equipment or software malfunction.
16.6.You may not assign or transfer any right to use the Site or the Services, or any of your rights or obligations under these Terms, without our express prior written consent, including by operation of law or in connection with any change of control. We may assign or transfer any or all of our rights or obligations under these Terms, in whole or in part, with or without notice or obtaining your consent or approval.
16.7.Except to the extent otherwise provided or unless the context otherwise requires, for the purposes of these Terms: (a) headings of sections are for convenience only and will not be used to limit or construe such sections; (b) whenever the words “include,” “includes” or “including” are used in these Terms, they are deemed to be followed by the words “without limitation”; and (c) the use of “or” is not intended to be exclusive.
16.8.These Terms contain the entire agreement between you and INNODEX, and supersede all prior and contemporaneous understandings between the parties with respect to the Site and the Services.
16.9.In the event of any conflict between these Terms and any other agreement you may have with us, these Terms will control unless such other agreement specifically identifies these Terms and declares that such other agreement supersedes these Terms.
16.10.You agree that, except as otherwise expressly provided in this Agreement, there is no third-party beneficiaries to the Agreement other than the Indemnified Parties.
With respect to the mobile application that is made available by INNODEX for your use in connection with an Apple-branded product (the “Apple-Enabled Software”), in addition to the other terms and conditions set forth in these Terms, the following terms and conditions apply:
INNODEX and you acknowledge that these Terms are concluded only between INNODEX and you, and not with Apple Inc. or its affiliates (collectively, “Apple”), and that as between INNODEX and Apple, INNODEX, not Apple, is solely responsible for the Apple-Enabled Software and the content thereof.