The company Otomato INC (hereinafter referred to as "Otomato"), based in the British Virgin Islands, has developed a Platform that allows Users to create Web3 automations and carry out various transactions such as borrowing, exchanging, and lending Assets.
These Terms and Conditions aim to establish the conditions for accessing and using the Services provided by Otomato, as well as the responsibilities of the Parties regarding such use.
The terms below shall have the following meanings between the Parties:
"API (Application Programming Interface)": Refers to a programming interface written in code, containing a set of functions or protocols that allow data exchange between applications over a local network or the Internet, along with associated documentation.
"Blockchain": Refers to a decentralized computer network based on distributed ledger technology, which immutably records all activities performed on it. This network enables the creation, deployment, and public consultation of smart contracts, accessible and verifiable by all users, without the possibility of retroactive modification.
"Terms and Conditions": Refers to these general terms and conditions of use and sale of the Services.
"Crypto-Asset" or "Assets": Refers to all digital assets transferable using Blockchain technology.
"User Interface" (UI): Refers to the interface provided to the User to access Platform functionalities and interact with Blockchain technologies via a Wallet.
"Party/Parties": Refers to Otomato or the User individually and Otomato and the User collectively.
"Platform": Refers to the Otomato platform accessible via https://app.otomato.xyz, whose features are described in these Terms and Conditions.
"Services": Refers to the services available through the Platform for which the User has been granted a usage right.
"User(s)": Refers to natural persons authorized to access the Platform and Services.
"Wallet" or "Smart Wallet": Refers to secure software for managing, storing, sending, and receiving Crypto-Assets, including digital certificates and NFTs, as well as the private keys required for their use.
These Terms and Conditions define the conditions for accessing and using the Services offered by Otomato.
The User may use the Services only after prior acceptance of these Terms and Conditions.
Acceptance of these Terms and Conditions is formalized by checking a box labeled "I accept the Terms of Use" when the User first accesses the Services, notably during the connection of the Wallet to the Platform, after having reviewed these terms in their entirety. This checked box constitutes proof that the User has read and accepted these provisions.
Otomato reserves the right to make any changes to these Terms and Conditions deemed necessary or useful at any time.
Any use of the Services by the User after modifications to the Terms and Conditions constitutes acceptance of the new terms.
These Terms and Conditions are enforceable against the User from the moment of their acceptance during the initial connection to the Platform.
The terms remain enforceable throughout the period of Service use and until new terms replace these.
The User may discontinue the use of the Services at any time but remains responsible for any prior use.
These Terms and Conditions are applicable for the entire duration of the User's use of the Services.
Unless stated otherwise, the Services are based on Blockchain technology (notably EVM-compatible Blockchains) and are therefore innovative, which the User expressly acknowledges and accepts.
The Services offered to the User include, but are not limited to:
Connecting their Wallet to their account to interact with other Blockchain technologies, allowing the User to perform various transactions, including borrowing, exchanging, and lending Assets.
Creating automations.
Conducting transactions involving Assets. The Platform, based on the company’s proprietary technology, relies on cryptographic protocols and the use of public Blockchains.
Providing feedback to Otomato regarding the Services and the Platform, noting that such feedback will be considered non-confidential and may be freely used by Otomato in its business activities without restriction.
To be eligible to use the Services, the User must:
Be at least eighteen (18) years old or of legal age in their country of residence.
Have sufficient experience, knowledge, and understanding of Blockchain and the Services and fully understand the associated risks.
Ensure that the assets transferred to their Wallet are neither sold nor encumbered, are not subject to litigation or seizure, and that no third-party rights exist over these Assets.
Comply with applicable laws and restrictions in their country of residence.
Refrain from using the Services if prohibited by applicable laws in their country of residence, particularly if:
It prohibits, penalizes, or restricts the use and/or transactions of Crypto-Assets.
It requires specific approval or authorization not obtained from competent authorities.
Countries subject to such restrictions include (without limitation): Crimea, Cuba, Iran, North Korea, Syria, Russia, or any other country under restrictions by the United States, United Kingdom, or European Union.
Not use technologies such as Virtual Private Networks (VPNs) or any other technical means to bypass the restrictions outlined in these Terms.
Not have been subject to suspension or removal of access to our Services by Otomato due to non-compliance with these Terms or by legal injunction.
Not have been suspended or banned from accessing platforms or protocols integrated with Otomato.
NO EXCEPTIONS TO THESE ELIGIBILITY CONDITIONS ARE ALLOWED.
In case of non-compliance with one or more of these conditions, access to and use of the Services is strictly prohibited.
The User connects to the Platform and accesses the Services by linking their Wallet.
Access to the Services is available at all times and is carried out from the User’s own installations and equipment.
Any transaction involving an Asset is irrevocable and cannot be canceled or reversed. Due to the specifics of Blockchain technology, all transactions are final and cannot be refunded or canceled. Once a transaction has been recorded in a Wallet following the instructions provided at its initiation, it cannot be retrieved or undone under any circumstances.
Therefore, no compensation, credit, or refund will be granted for transactions carried out through the Platform. All transactions are considered final and irreversible.
Additionally, the Services offered are not regulated by any supervisory authority, and Otomato does not provide financial advice, investment management, intermediation, or trading assistance for digital assets. No recommendations or guidance regarding the creation, purchase, or sale of Assets are provided as part of the Services.
Otomato reserves the right to add or modify Services at any time based on technological advancements, technical or regulatory requirements, or at Otomato's discretion.
Otomato endeavors to make the Services accessible 24/7, subject to maintenance operations. However, Otomato does not guarantee absolute or uninterrupted availability of the Services.
Otomato reserves the right to make any modifications or improvements deemed necessary for the proper functioning of the Services.
Otomato shall not be held responsible for any temporary or permanent unavailability of the Services, whether intentional or not. Similarly, Otomato shall not be liable for damage to the operating systems or functionalities of equipment caused by interruptions or disruptions of the Services.
The User acknowledges the inherent characteristics, limitations, and risks associated with the use of the internet and mobile networks.
The User agrees not to disrupt the proper functioning of the Services, particularly by introducing viruses or other malicious software or technologies harmful to the Platform and Services. The User also agrees to take all appropriate measures to protect their data and/or software from contamination by potential viruses or malware.
Otomato reserves the right, at any time and at its sole discretion, to block, modify, suspend, or restrict, temporarily or permanently, access to all or part of the Services without prior notice, particularly in the following situations:
When a Wallet is identified as high risk based on Otomato's assessment.
In the event of a security incident.
During risk assessments related to the use of the Services.
If there is suspicion or evidence of a violation of these Terms.
Or, generally, for any other reason deemed relevant.
Due to the decentralized nature of Blockchain technology, it may be impossible to notify the User of such restrictions or suspensions in advance.
The User acknowledges and accepts the risks inherent in using the Services, including those related to access restrictions or suspensions. Otomato disclaims all liability for losses, damages, or harm resulting from the blocking, restriction, or deactivation of the Services.
Otomato reserves the right to display recommendations promoting third-party partners, products, or services, either free of charge or for a fee. These recommendations may appear directly on the Platform or in communications sent to the User during the use of the Services.
The display of such recommendations does not imply any legal relationship between Otomato and the mentioned partners, nor any guarantee or liability by Otomato regarding the quality, reliability, or compliance of the recommended products or services.
The content of the Platform and Services, their general structure, as well as software, texts, animated or static images, photographs, or any other elements comprising the Platform, are the exclusive property of Otomato, in accordance with intellectual property laws.
These Terms and Conditions do not imply any transfer of intellectual property rights over elements belonging to Otomato, such as sounds, photographs, images, literary texts, artistic works, software, trademarks, graphic designs, logos, to the benefit of the User.
Consequently, the User is prohibited from engaging in any act or action that directly or indirectly infringes Otomato's intellectual property rights, as well as, more generally, any associated trademarks.
By using the Services and the Platform, the User fully accepts the terms of this license.
Otomato grants the User a personal, non-exclusive, non-transferable license to use the SaaS Services for the duration of these Terms and Conditions.
The Platform and Services are provided "as is," without any express or implied warranty. They are used under the User’s sole responsibility.
Otomato cannot be held responsible for the User's use of the Platform or Services under any circumstances.
This license does not result in the transfer of any intellectual property rights to the User.
The User is strictly prohibited from performing the following actions related to the Services and Platform:
The license is granted solely for personal, non-commercial use.
Any violation of these restrictions constitutes a breach of these Terms and may violate applicable laws, including copyright, trademark, and intellectual property laws.
Only Otomato is authorized to modify, update, or adapt the Services and Platform.
The trademarks, logos, trade names, and/or domain names of Otomato and/or its business partners mentioned on the Platform's pages constitute proprietary marks and cannot be used without prior express authorization from Otomato or their respective owners.
Otomato retains ownership of the methods, know-how, or proprietary tools used to develop and provide the Services and Platform.
When accessing and using the Services, the User agrees to:
Acknowledgment of Blockchain Risks
The User recognizes that Blockchain technologies carry inherent unpredictability due to technological and regulatory changes, and they accept these risks knowingly.
The User acknowledges the following risks associated with Blockchain and decentralized protocols:
Using the Services implies acceptance of these associated risks, which the User assumes fully.
The User is fully responsible for their use of the Platform, associated Services, and technologies accessed through them, as well as the decisions made within the scope of their usage.
The User is specifically responsible for:
If a person uses the Services on behalf of a User, the User is responsible for the actions and omissions of that person as if they were their own.
The Wallet connected to the Services must remain strictly personal. The User agrees to safeguard their secret phrases and access keys and to prevent third parties from using their Wallet to access the Services.
In the event of loss, theft, or a security breach involving their Wallet, the User is solely responsible for the consequences, including the total loss of digital assets. It is their responsibility to implement the necessary measures to back up and recover their secret phrases and keys.
The User is fully responsible for activities and transactions conducted using their Wallet, including any associated fees, and accepts the risks inherent in Blockchain technologies.
The User acknowledges that Assets are volatile and carry significant risks influenced by factors beyond their control. All transactions made through the Services are their sole responsibility, including choosing counterparties and managing Assets.
The User alone is responsible for evaluating the merits and risks associated with using the Services and the information provided, including third-party content accessible through them. Past performance should not be interpreted as a guarantee of future results.
The User is solely responsible for declaring and paying applicable taxes related to transactions or activities conducted via the Services or accessible Blockchain technologies.
Otomato assumes no obligation to file tax declarations, collect, or pay taxes on behalf of the User.
In the event of a request from tax authorities or government agencies, Otomato may provide information regarding the User’s use of the Services or Platform, even if not obligated to do so.
Under these Terms and Conditions, Otomato's liability is limited to providing the User with access rights to the Platform and associated Services.
Otomato cannot, under any circumstances, be held liable for:
Otomato disclaims all responsibility for:
Although the Services allow Wallet connections and interactions with Blockchain technologies, Otomato neither controls these technologies nor participates in transactions conducted through them. All transactions occur peer-to-peer via smart contracts and are the sole responsibility of the involved parties.
Otomato does not guarantee that files or data accessible through the Platform are free of viruses or malicious codes. The User is responsible for implementing adequate measures to protect their computer systems and backup their data.
Liability Limitation
Otomato’s liability:
The Parties agree that Otomato's liability is limited to direct damages, excluding compensation for indirect damages, including but not limited to:
Otomato, its affiliates, licensors, service providers, shareholders, directors, officers, employees, agents, representatives, and suppliers cannot, under any circumstances, be held liable for damages arising from the use of the Services or Platform.
The User agrees to defend, indemnify, and hold harmless Otomato and its affiliates, licensors, service providers, and their respective stakeholders in the event of:
These liability limitations do not apply where exclusion or limitation is prohibited by applicable law.
Otomato reserves the right to introduce fees for using the Platform and Services at any time, with or without prior notice, and at its sole discretion.
Some Services involve the use of third-party technologies, including Blockchain technologies, which may require the User to pay fees, such as gas fees, to execute transactions.
Otomato disclaims all liability, in any circumstance and manner, regarding applicable fees, whether charged by Otomato or third parties. The User releases Otomato from any claims, losses, damages, or liabilities related to fees associated with the use of the Services or those attributable to third-party technologies or services.
The Parties are required to comply with applicable regulations governing the processing of personal data.
Otomato has established a data protection policy detailing the handling of personal data it implements. You can access it by accessing this page: otomato.xyz/privacy-policy
Otomato reserves the right to include hyperlinks on the Platform that provide access to web pages other than those on the Platform.
Otomato assumes no responsibility for the content of the information provided on such sites as a result of activating the hyperlinks.
Otomato shall not, under any circumstances, be held liable, nor shall any compensation be due, for consequences resulting from force majeure events.
The rights and obligations under these Terms and Conditions may not be assigned, in whole or in part, by the User, whether for a fee or free of charge, without Otomato's express authorization.
The Parties agree that tolerance of a situation by one Party does not grant acquired rights to the other Party.
Furthermore, such tolerance cannot be interpreted as a waiver of the rights in question.
The Parties declare these commitments to be sincere.
To this end, they affirm that they are unaware of any elements that, if disclosed, would have altered the other Party’s consent.
In case of difficulty interpreting a clause due to a contradiction between a heading and the clause’s content, the headings will be deemed non-existent.
If one or more provisions of these Terms and Conditions are deemed invalid or declared so under a law, regulation, or a final decision of a competent court, the other provisions shall remain in full force and effect.
These Terms and Conditions cancel and replace any quasi-contracts, implicit or explicit commitments, or promises having the same purpose.
However, this clause does not aim to prevent the use of these documents but rather to assess, from a legal perspective, the quality of the consents exchanged when forming these Terms.
Electronic acceptance of these Terms and Conditions holds the same evidentiary value between Otomato and the User as an agreement on paper.
The legally required information, or that required by professional standards or best practices, for the conclusion of these Terms may be transmitted between the Parties by email.
The User agrees to receive electronically all communications, documents, receipts, notices, and disclosures related to these Terms or the Services.
Such communications may be sent by Otomato to the User through any means deemed appropriate, including:
These Terms and Conditions are drafted in English.
Before initiating any judicial or arbitration procedure, the Parties agree to attempt to resolve their dispute through conciliation.
The Parties agree to meet at the initiative of the most diligent Party, who will send the other Party a request for a meeting by registered mail with acknowledgment of receipt. This request must specify the subject of the dispute and propose a meeting date.
The conciliation meeting must occur within thirty (30) days of the other Party receiving the request.
The agenda is set by the Party initiating the conciliation and communicated to the other Party before the meeting.
The conciliation language will be English.
The representatives designated for the conciliation must have experience in the following areas: internet technologies, software applications, financial transactions, and Blockchain technology.
CLASS ACTION WAIVER
THE PARTIES AGREE TO WAIVE THEIR RIGHT TO PARTICIPATE AS A PLAINTIFF OR MEMBER IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING ARISING FROM THESE TERMS AND CONDITIONS OR THE USE OF THE SERVICES.
Any action or claim resulting from these Terms or the use of the Services must be initiated within one (1) year of the cause of action. After this period, no claims will be entertained.
These Terms and Conditions are governed by the laws of the British Virgin Islands. This applies to substantive and procedural rules, regardless of where substantial or ancillary obligations are performed.