‍

Eulith: Website General Terms of Service

1. Agreement to be bound by Terms of Service

Please read these Terms of Service ("Terms" or "Terms of Service" or "Agreement")  carefully before using the <www.Eulith.com> website or associated applications ("Platform", "Eulith" "Service", "Services", "Protocol", "App" or "Website") operated by Eulith, Inc. ("Eulith," "us", "we", or "our"), a corporation registered in the State of Delaware. For purposes of these Terms, "Eulith" or "we" shall refer to the Eulith protocol, website, application, and any of our officers, directors, employees, contractors, agents, affiliates, or subsidiaries. 

These Terms govern any use of any Eulith service or product by any user, including all clients of Eulith ("Client", "You", or “User.”). By using the Platform you are explicitly agreeing with these Terms and representing that you will at all times be in compliance with these Terms. You understand that these Terms apply to all visitors, users and others who access or use any services or products provided by the Platform. These Terms explain the terms and conditions by which you may access and use Eulith, and by clicking "Accept," or by using or accessing the Platform in any manner, you represent that you have carefully read in full these Terms, understand these Terms, and accept that your use of this Platform is fully governed by these Terms. By clicking "Accept" or accessing or using the Platform, you confirm that you have read, understand, and fully agree to be bound by the Terms in their entirety. Any and all use of the Platform is an express and implied acceptance of the Terms, equivalent to clicking "Accept." If you do not agree to any of the Terms outlined here, you are not authorized to access or use, and should not use, the Platform. 

The Terms detail important information including explicit rules regarding eligibility to use the Platform, your rights in regards to use of the Platform, and procedures detailing how any potential disputes may be resolved. By accepting the Terms, you understand that the Platform is only available to users who agree completely with these terms, in their entirety. By using the Platform, you expressly confirm and represent that you are an eligible user pursuant to the eligibility requirements detailed below. You confirm that you personally are legally capable of being bound by a legal contract, pursuant to the laws and regulations governing the jurisdiction in which you reside and/or from where you use the Platform. Your use of the Platform is an express acceptance for both yourself, and any company or entity which you may represent, to be legally bound by the Terms provided herein. 

2. Your Crypto Wallet

To use the Platform, you may need to connect using a crypto wallet or other wallet software offered by a third party ("wallet" or "crypto wallet"). By accepting these Terms or using the Platform, you acknowledge that Eulith is not responsible for yours or any user’s relationship with their third-party wallet provider and you confirm that you understand Eulith has no responsibility regarding any transactions involving your wallet. 

Eulith at no point exercises control in regards to crypto tokens or other assets ("crypto" or "tokens" or "digital assets") held in your wallet, and at no point has any control or involvement regarding transactions that you or another party may perform in connection with  your wallet or your private keys. By connecting your wallet to the Platform or any of Eulith’s products or services, including any related applications, you confirm your understanding of these Terms, the risks inherent with any transactions involving cryptocurrency, the irrevocable nature of blockchain transactions, and explicitly agree to be bound by these Terms. 

By agreeing to these Terms and using the Platform, you fully accept responsibility for, and recognize that Eulith will not be liable to you, in connection with your use of a wallet. Your choice of third-party wallet is yours alone and Eulith makes no representation regarding how the Platform may or may not operate with any specific wallet. Likewise, you are solely responsible for any associated wallet and we are not liable for any acts or omissions by you in connection with or as a result of your wallet being compromised or not operating in a manner which you intended.

By agreeing to these Terms and using the Platform, you recognize and agree that the Platform is non-custodial. You understand that Eulith does not ever have custody, possession, or control of your digital assets at any time. You understand that you, and not Eulith, are solely responsible for the custody of your digital assets and any related private key(s) or seed phrase(s) required for conducting transactions.

3. Inherent Risk in Crypto Transactions and Your Explicit Assumption of Risk

By accepting these Terms or using the Platform, you explicitly agree that you fully understand and assume all risks, known and unknown, associated with cryptocurrency, digital assets, blockchain technology, financial technology, and other similar or related systems, products, or services. 

By accepting these Terms or using the Platform, you expressly represent that you possess the technical and financial expertise and sophistication needed to fully appreciate the risks associated with cryptocurrency, digital assets, blockchain technology, financial technology, and other similar or related systems, products, or services. 

By accepting these Terms or using the Platform, you expressly represent that you fully understand all risks, and assume all risks, involved with engaging or transacting with any entity, person, or service that provides, or purports to provide, a means for exchanging or transacting digital assets. You expressly agree that Eulith has no liability regarding any consequences due to the risk inherent in crypto, including but not limited to: technological shortcomings and flaws, scams and frauds, failure of stablecoin or tokens that represent themselves as stablecoins, cybersecurity incidents, regulatory action, limited adoption, project or protocol failure, market panic, or extreme price volatility. 

4. Smart Contract Irreversibility 

By accepting these Terms or using the Platform, you expressly represent and agree that you fully understand how smart contracts work and the irreversibility of blockchain transactions executed by smart contracts. You represent that you have sufficient sophistication and expertise to appreciate the risks of conducting smart contract transactions. Further, you represent your understanding that smart contract transactions may incur a fee, may take significant time, and may fail. Your use of the Platform is an express confirmation that you understand that any transaction involving blockchain technology or a smart contract, including a cross-chain bridge, involves risks both known and unknown, and any entity, protocol, treasury, or similar may be subject to irreversible hacks, security breaches, governance attacks, cyber incidents, or any other activity that may result in the loss or other impact on your tokens or other assets. 

The Platform may utilize a smart contract with open-source software that is designed to operate in a self-executing manner on public blockchains. By using the Platform, you explicitly recognize and understand that the smart contract as it is designed to be self-executing. Transactions that occur via smart contracts operating on blockchain technology are considered irreversible once executed. By using the Platform you expressly agree that you, not Eulith, are fully responsible for all transactions and interactions involving your assets and understand the irreversible nature of smart contracts and blockchain technology. By agreeing to these Terms or using the Platform, you recognize that Eulith does not facilitate the execution or settlement of your transactions which occur entirely on the public blockchains. 

5. No Liability for Losses

By accepting these Terms or using the Platform, you expressly agree that Eulith is not responsible - and you confirm that you, or any entity that you are associated with, will not seek to hold Eulith responsible - for any financial or property loss you or any other entity may incur, whether such loss is or is not intended, expected, predictable, foreseeable. You expressly agree and understand that Eulith cannot be held liable for any loss or adverse consequence that occurs for any reason as part of your use of the Platform. By accepting these Terms or using the Platform, you expressly understand and agree to assume full responsibility for all of the risks and consequences of accessing and using the Platform. 

6. Modifications 

Eulith may modify these Terms at any time without prior notice and/or without seeking your consent. The Terms posted on Eulith’s website will be considered the current version of the Terms and your continued usage, access, or interaction with the Platform will be an explicit agreement and confirmation that you fully accept the current version of the Terms, regardless if they are modified in any manner from when you originally accepted the Terms, either by checking "Accept" or by your implicit agreement by using the Platform. 

Eulith may modify, suspend, change or withdraw any and all services and products associated with the Platform for any time for any reason, without prior notice and/or without seeking your consent. . 

7. User Eligibility

The Platform may only be used by eligible users and may not be used by prohibited individuals or entities, or be used by any individual for a purpose that violates any law or regulation issued by a governmental authority. By accepting these Terms or using the Platform, you expressly confirm and represent that you understand the user eligibility requirements and your agreement to only use the Platform for legal purposes.

By accepting these Terms or using the Platform you expressly represent and affirm that you are not prohibited by any government body or regulatory agency from utilizing the services and products provided by the Platform. 

By accepting these Terms or using the Platform you expressly represent that you or any entity that you represent or are affiliated with are not a citizen of, reside in, are located in, a jurisdiction that is currently under a sanctions program implemented by the United States government, European Union, United Kingdom, or any government or regulatory authority whose authority in this regard is recognized by the United States government, European Union, or United Kingdom. 

By accepting these Terms or using the Platform you expressly represent that you or any entity that you represent or are affiliated with are not named on any list of prohibited or restricted parties issued by the United States government, European Union, United Kingdom, or any government or regulatory authority whose authority in this regard is recognized by the United States government, European Union, or United Kingdom. 

By accepting these Terms or using the Platform you expressly represent that you or any entity that you represent or are affiliated with are not subject to any sanctions, including economic or trade sanctions, administered or enforced by the United States government, European Union, United Kingdom, or any government or regulatory authority whose authority in this regard is recognized by the United States government, European Union, or United Kingdom. 

By accepting these Terms or using the Platform you warrant that all information, including but not limited to your name, Date of Birth, identification documents, location information, nationality, address, and personal contact information, that you have provided to Eulith, or third party entities that Eulith engages with to ensure compliance with all applicable laws and regulations, is accurate. You confirm that you will not use any technological device or process, such as a Virtual Private Network (VPN), to evade any user eligibility requirements or otherwise violate the Terms. 

By accepting these Terms you recognize that Eulith reserves the right to cooperate with any law enforcement, court, government, or regulatory investigation or order, or comply with information requests and legally binding orders from third parties. You understand that Eulith may at any time, without your permission, disclose any information or content related to Platform operations, users, products, or services. 

8. Prohibited Activity

By accepting these Terms or using the Platform you expressly agree that your usage of the Platform will at all times fully comply with all applicable laws and regulations. You confirm that you have not, and will not, access or use the Platform to conduct, promote, or otherwise facilitate any activity that is illegal, immoral, unethical, including under the laws of any jurisdiction of which you are subject to laws and regulations. 

By accepting these Terms or using the Platform you agree that you will not engage in, or attempt to engage in, any illegal or unethical activities in relation to your access and use of the Platform. By accepting these Terms you expressly recognize that the following activities are prohibited and understand that any attempt to engage in the following activities is an explicit violation of the Terms:

• Any activity that violates any applicable law, rule, statute, guidance, or regulation of any jurisdiction of which you are subject to laws and regulations; or
• any activity that violates, or appears to violate, any rule issued by a government body or regulatory authority regarding market integrity or consumer protection or investor protection, including but not limited to rules prohibiting market manipulation, unfair and deceptive tactics, misleading marketing, spoofing, wash trading, frontrunning, and other prohibited activities; or
• any activity that violates, or appears to violate, any rule issued by a government body or regulatory authority regarding the trading or issuance of securities or derivatives; or 
• any activity that is intended to, or could result in, interference with the functioning of any computer, computer device, computer network, server, or related information technology system; or
• any activity that involves or could involve soliciting information or any other interaction from anyone under the age of 18; or
• any activity that is or could be deemed harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, sexually explicit, libelous, invasive of another’s privacy, hateful, discriminatory, racially insensitive, or otherwise objectionable; or
• any activity that attempts to, or has the potential to, defraud Eulith or any person or entity; or
• any activity that is involved in or facilitates, knowingly or unknowingly, the transaction of illegally obtained or stolen items; or
• any activity that infringes on or violates any copyright, trademark, or other legally recognized proprietary or intellectual property rights.

9. No Fiduciary Duties or Investment Advice

By agreeing to these Terms or using the Platform, you accept and understand that your usage of the Platform does not impose any fiduciary or quasi-fiduciary duty on Eulith.  By agreeing to these Terms or using the Platform, you confirm and agree that Eulith owes no fiduciary duty or liabilities to you or any other party, and you expressly consent that to the extent any such fiduciary duty or liability may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated. 

By agreeing to these Terms or using the Platform, you understand that no language, representation, or inference provided by Eulith is investment advice or should be construed as any recommendation regarding the purchase and sale of any digital asset. 

10. Tax Obligations

By agreeing to these Terms or using the Platform, you recognize that you are solely and entirely responsible for complying with all applicable laws and regulations, including laws detailing tax liability and whether taxes apply to any transactions you undertake in relation to your use of the Platform.

11. Waiver of Liability, Release of Claims, and Indemnification

By accepting these Terms or using the Platform, you expressly agree that you fully understand and assume all risks in connection with your access and use of the Platform. You expressly assume each and every one of these risks, whether or not they are explicitly disclosed or may develop after you consented to these Terms. By accepting these Terms or by using the Platform, you expressly waive and release Eulith from any and all liability, claims, causes of action, or damages arising from or in any way relating to your use of the Platform. For residents of California you expressly waive the benefits and protections of California Civil Code § 1542. 

By accepting these Terms and using the Platform, you expressly agree to hold harmless, release, defend, and indemnify Eulith and our officers, directors, employees, contractors, agents, affiliates, and subsidiaries from and against all claims, damages, obligations, losses, liabilities, costs, and expenses arising from your access and use of the Platform, your violation of any term or condition of this Agreement, or any other party's access and use of the Platform with your assistance or using any device or account that you own or control.

12. No Warranties & Limitation of Liability

By accepting these Terms and using the Platform, you expressly recognize and agree that the Platform is provided on an "AS IS" and "AS AVAILABLE" basis. 

By accepting these Terms and accessing and using the Platform, you acknowledge and agree that your use of the Platform is fully at your own risk. You confirm your understanding that Eulith has not represented, and does not represent, that access to the Platform will be continuous, uninterrupted, timely, or secure; that any information available as part of your use of the Platform will be reliable, current, complete, or accurate. We do not warrant that the Platform is free from errors, defects, viruses, or other flaws that may inconvenience the user. Eulith does not endorse and has no responsibility for statements made by third parties, including advertisements, offers, or other information. 

DISCLAIMER OF WARRANTY: TO THE FULLEST EXTENT PERMITTED BY LAW, Eulith DISCLAIMS ANY REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING (BUT NOT LIMITED TO) THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 

By agreeing to these Terms and using the Platform, you acknowledge the risks and expressly agree that you will not attempt to hold any developer or entity involved in creating or improving the Platform liable for any loss or claims related to your use of the Platform.

LIMITATION OF LIABILITY: UNDER NO CIRCUMSTANCES SHALL EULITH OR ANY OF OUR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, OR SUBSIDIARIES BE LIABLE TO YOU FOR ANY COSTS OR DAMAGES OF ANY KIND (INCLUDING DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES. UNDER NO CIRCUMSTANCES SHALL EULITH OR ANY OF OUR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, OR SUBSIDIARIES BE LIABLE FOR LOSS OF PROFITS, TANGIBLE AND INTANGIBLE PROPERTY, REPUTATION, OR ASSETS THATS RESULTS OR RELATES TO YOUR USE OF THE PLATFORM OR A THIRD PARTY’S USE OF THE PLATFORM. UNDER NO CIRCUMSTANCES SHALL EULITH OR ANY OF OUR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, OR SUBSIDIARIES BE HELD RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM A CYBER INCIDENT OR PROTOCOL EXPLOIT, INCLUDING BUT NOT LIMITED TO HACKING, TAMPERING, GOVERNANCE HACK, OR OTHER UNAUTHORIZED ACCESS, EXPLOIT, OR UNAUTHORIZED USE OF THE PLATFORM.  UNDER NO CIRCUMSTANCES SHALL EULITH OR ANY OF OUR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, OR SUBSIDIARIES BE RESPONSIBLE FOR LIABLE TO YOU (OR ANY USER OR THIRD PARTY) FOR ANY: (A) PERSONAL INJURY OR PROPERTY DAMAGE OR LOSS, OF ANY NATURE WHATSOEVER, RESULTING FROM USE OF THE PLATFORM; (B) UNAUTHORIZED ACCESS OR USE OF ANY INFORMATION TECHNOLOGY, SERVER, OR DATABASE RELATED TO THE PLATFORM; (C) INTERRUPTION OR SHUTTERING OF THE PLATFORM; (D) ERRORS, MISTAKES, OR INACCURACIES REGARDING INFORMATION TRANSMITTED BY ANY USER OR PERSON INVOLVED WITH THE PLATFORM; (E) CYBER ATTACKS, INCLUDING VIRUSES OR OTHER MALWARE; AND (F) ANY OFFENSIVE, ILLEGAL, DEFAMATORY CONDUCT OF ANY USER, ENTITY, OR THIRD PARTY.

By accepting these Terms and using the Platform, you understand that Eulith will not be liable for losses arising out of our delay or non-performance in respect to any Services or products or services associated with the Platform due to circumstances outside our control that we could not have reasonably avoided. 

13. Dispute Resolution Process & Governing Law

By accepting these Terms and using the Platform, you agree to approach any potential dispute with Eulith or any user of the Platform with good faith. In the scenario that a dispute arises, your acceptance of these Terms and use of the Platform requires you to contact [email protected] to provide an opportunity to amicably and informally resolve the dispute prior to you undertaking further formal action. In the scenario that no resolution is reached within 90 days of you contacting Eulith, you agree to follow the formal dispute resolution process outlined below. 

By accepting these Terms and using the Platform, you agree that any dispute, claim, or controversy related to your use of the Platform, your understanding of these Terms, or any alleged act or omission for which you believe Eulith or any of our officers, directors, employees, contractors, agents, affiliates, or subsidiaries may be liable. You expressly consent and agree that any and all of such disputes, claims, or controversies shall be finally and exclusively settled by arbitration under the JAMS Optional Expedited Arbitration Procedures.  By accepting these Terms and using the Platform, you understand and agree to resolve any and all disputes, cases, or controversies related to your use of the Platform by binding arbitration. Arbitration proceedings shall be held on a confidential basis before a single arbitrator, who will be chosen pursuant to JAMS rules. The arbitration will be held in the State of New York unless Eulith chooses to hold it elsewhere. Eulith in no circumstance will be required to consent to the consolidation of your claims with those of any other party, and an arbitrator will be allowed to do so only with express permission of Eulith. You understand and agree that any arbitration conducted pursuant to these Terms shall be governed by the United States’ Federal Arbitration Act and the U.S. federal and state courts of New York State will be the proper forum for any relevant appeals. 

By accepting these Terms or using the Platform, you expressly agree to bring any and all claims, controversies, legal actions or other disputes against Eulith in your capacity as an individual and not as a plaintiff in or member of any purported class action, collective action, private attorney general action, or other representative proceeding. This includes class arbitration. In any legal claim, you expressly agree to waive the right to demand a trial by jury.

By accepting these Terms or using the Platform, you warrant that you fully understand and accept these provisions regarding dispute resolution in their entirety, including the informal dispute resolution process, the requirement for binding arbitration and expressly agreeing to pursue any legal disputes as an individual plaintiff and not as a plaintiff in or member of a class action. 

By accepting these Terms or using the Platform, you agree that any disputes, conflicts, cases, or controversy related to your use of the Platform or understanding of these Terms shall be adjudicated by the laws of the State of New York. You understand and agree that regardless of any conflict of laws, the laws of the State of New York govern these Terms and your agreement with Eulith to follow these Terms, and any disputes or controversies between Eulith and you. 

By accepting these Terms or using the Platform, you understand that this is a legally binding agreement between you and Eulith in regards to your access and use of the Platform. You expressly agree to these Terms in their entirety, and warrant that you fully understand your rights under these Terms. You understand and agree that these Terms supersede any and all prior or contemporaneous written and oral agreements, communications and other understandings (if any) relating to the Platform or your use of the Platform.