Terms of Use Agreement

Last Updated: March 22, 2024

Do not access this site where such access is prohibited by applicable law. Please carefully read these terms of use before using the site. These terms apply to any person or entity accessing the site, and by using the site you agree to be bound by them. The terms of use contain a mandatory individual arbitration and class action/jury trial waiver provision that requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions. If you do not want to be bound by these terms of use, you should not access the site. By using the site in any capacity, you agree that you have read, understood, and agree to be subject to these terms of use.

1. Overview

This Terms of Use Agreement (these “Terms” or this “agreement”) covers the www.orchestra.finance website (“the Site”) provided by the Orchestra Finance team (”we”, ”our”, or ”us”). The Site provides access to a decentralized XRPL blockchain protocol that allows users to trade certain digital assets (the “Protocol”). These Terms apply to you (“You” or “you”) as a user of our Site, including all the products, services, tools and information, without limitation, made available on the Site. The Site is one, but not the exclusive, means of accessing the Protocol.

You must be able to form a legally binding contract online, either as an individual or on behalf of a legal entity. You represent that, if you are agreeing to these Terms on behalf of a legal entity, you have the legal authority to bind that entity to these Terms and you are not indirectly or directly included on any sanctions list and at least 18 years old or the age of majority where you reside, (whichever is older) can form a legally binding contract online, and have the full, right, power and authority to enter into and to comply with the obligations under these Terms.

You are advised to periodically review these Terms so you understand any changes to the Terms. Orchestra Finance, in its sole discretion, reserves the right to make changes to our Terms. Changes are binding on users of the Site and will take effect immediately upon posting. As a user, you agree to be bound by any changes, variations, or modifications to our Terms and your continued use of the Site shall constitute acceptance of any such changes, revisions, variations, or modifications. When we make changes, we will make the updated Terms available on the interface and update the “Last Updated” date at the beginning of the Terms accordingly.

You accept such changes, by continuing to use the Site and by doing so you agree that we have provided you with sufficient notice of such change. Our Privacy Policy also applies to your access and use of the Site. You are entering into a binding Agreement. Any failure by us to exercise any rights or provisions of the Agreement shall not constitute a waiver of such right or provision.

2. Use of the Site

As part of the Site, Orchestra Finance provides access to a decentralized finance application (“Application”) on the XRPL blockchain, that allows traders or liquidity providers of XRPL assets (“Cryptocurrency Assets”) to transact using the Protocol. Use of the Protocol may require that you pay a fee, such as transaction cost charges on the XRPL network to perform a transaction. You acknowledge and agree that Orchestra Finance has no control over any activities, transactions, the method of payment of any transactions, or any actual processing of payments of transactions. You must ensure that you have a sufficient balance to complete any transaction on the Protocol before initiating such transaction. You should not take or refrain from taking any action based on any information contained on the Site or any other available information at any time. Before you make any legal, technical, or financial decisions involving the Services, you should seek independent professional advice from a licensed and qualified individual in the area for which such advice would be appropriate.

You acknowledge and agree that Orchestra Finance has no control over any transactions conducted through the Protocol, the method of payment of any transactions or any actual payments of transactions including use of any third-party services such as wallet services. Likewise, you must ensure that you have a sufficient balance of the applicable cryptocurrency tokens stored at your Protocol-compatible wallet address (“Cryptocurrency Wallet”) to complete any transaction on the Protocol or the XRPL network before initiating such transaction.

You acknowledge and accept the material potential risks associated with using the Protocol that can be accessed via the Orchestra Finance user interface including, without limitation, the Liquidity Pools. Before using these features or Pools, please confirm you understand the functionality and risks.

3. Access / Disclaimer of Warranties

The Site and its content are provided on an "as is" and "as available" basis, without any warranties of any kind, whether express or implied, including but not limited to, merchantability, fitness for a particular purpose, or non-infringement. Orchestra Finance does not warrant the accuracy, completeness, reliability, or timeliness of the content, data, or information provided on the Site.

Transactions that are recorded via the site must be treated as permanent and cannot be undone by us or by anyone.

We do not guarantee or promise that the Site, or any content on it, will always be available, functional, usable or uninterrupted. From time to time, access may be interrupted, suspended or restricted, including because of a fault, error or unforeseen circumstances or because we are carrying out planned maintenance or changes. You acknowledge and agree that you will access and use the site at your own risk. By using the Site, you will be solely responsible for conducting your own due diligence into the risks of a transaction.

We reserve the right to limit the availability of the site to any person, geographic area or jurisdiction in our sole discretion and/or to terminate your access to and use of the site, at any time and in our sole discretion. We may suspend or disable your access to the Site for any reason and in our sole discretion, including for any intentional or unintentional breaches of these Terms. We may remove or amend the content of the Site at any time. Some of the content may be out of date at any given time and we are under no obligation to update or revise it. We do not promise or guarantee that the Site, or any content on it, will be free from errors or omissions.

We will not be liable to you for any issue, loss or damage you may or have suffered as a result of the Site being unavailable at any time for any reason. You will comply with all applicable domestic and international laws, statutes, ordinances, rules and regulations applicable to your use of the site (“Applicable Laws”). Likewise, we are not liable for any third-party services and are not responsible for the content or services of these party’s.

As a condition to accessing or using the Site, you agree and represent that you will:

• Only use the Services and the Site for lawful purposes and in adherence with these Terms;

• Ensure that all information that you provide on the Site is current, complete, and accurate; and

• Maintain the security, privacy and confidentiality of access to your cryptocurrency wallet address.

As a condition to accessing or using the Site or the Services, you will not:

• Violate any Applicable Law, including, without limitation, any relevant and applicable anti-money laundering and anti-terrorist financing and sanctions laws and any relevant and applicable privacy, secrecy and data protection laws.

• Use the Site for any purpose or conduct that is directly or indirectly unlawful;

• Export, reexport, or transfer, directly or indirectly, any Orchestra Finance technology in violation of applicable export laws or regulations;

• Infringe on or misappropriate any contract, intellectual property or other third-party right, or commit a tort while using the Site;

• Misrepresent, with omission or otherwise, the truthfulness, sourcing or reliability of any content on the Site;

• Use the Site in any manner that could interfere with, disrupt, negatively affect, redirect or inhibit other users from fully enjoying the Site or the Protocol, or that could damage, disable, overburden, or impair the functioning of the Site or the Protocol in any manner;

• Attempt to circumvent or disable any content filtering techniques or security measures that Orchestra Finance employs on the Site, or attempt to access any service or area of the Site that you are not authorized to access;

• Use any robot, spider, crawler, scraper, or other automated means or interface not provided by us, to access the Site to extract data;

• Introduce or use any malware, virus, Trojan horse, worm, logic bomb, drop-dead device, backdoor, shutdown mechanism or other harmful material into the Site;

• Post content or communications on the Site that are, in our sole discretion, libelous, defamatory, profane, obscene, pornographic, sexually explicit, indecent, lewd, vulgar, suggestive, harassing, hateful, threatening, offensive, discriminatory, bigoted, abusive, inflammatory, fraudulent, deceptive or otherwise objectionable;

• To the extent applicable, post content on the Site containing unsolicited promotions, commercial messages or any chain messages or user content designed to deceive, induce or trick the user of the Site; or

• Encourage or induce any third party to engage in any of the activities prohibited under these Terms.

3(a). You acknowledge that the Site and your use of the Site present certain risks, including without limitation the following risks:

• Losses while digital assets are being supplied to the Protocol and losses due to the fluctuation of prices of tokens in a swapping pair or liquidity pool. Prices of digital currencies, tokens and/or other digital assets fluctuate day by day or even minute by minute. The value of your available balance could surge or drop suddenly. Please note that there is a possibility that the price of tokens could decrease to zero. Prices of tokens are prone to significant fluctuations, for example, due to announced proposed legislative acts, governmental restrictions, news related to cyber crimes or other factors causing potentially excessive market enthusiasm, disproportionate loss in confidence, or manipulation by others in the market.

• Risks associated with accessing the Protocol through third party web or mobile interfaces. You are responsible for doing your own diligence on those interfaces to understand and accept the risks that use entails. You are also responsible for doing your own diligence on those interfaces to understand and accept any fees that those interfaces may charge.

• Although Orchestra Finance does not have access to your assets, you are reminded and acknowledge that at any time, your access to your Cryptocurrency Assets through third party wallet services, unrelated to Orchestra Finance or the Orchestra.Finance website, may be suspended or terminated or there may be a delay in your access or use of your Cryptocurrency Assets, which may result in the Cryptocurrency Assets diminishing in value or you being unable to complete a transaction on the Protocol.

• You are reminded of the inherent risks with digital assets and decentralized finance including the fact that tokens are not legal tender and are not backed by any government. Unlike fiat currencies, which are regulated and backed by local governments and central banks, tokens are based only on technology and user consensus, which means that in cases of manipulations or market panic, central governments will not take any corrective actions or measures to achieve stability, maintain liquidity or protect their value. There is a possibility that certain transactions cannot be settled or may be difficult to settle, or can be completed only at significantly adverse prices depending on the market situation and/or market volume. Transactions may be irreversible, and, accordingly, potential losses due to fraudulent or accidental transactions are not recoverable. Some blockchain transactions are deemed to be completed when recorded on a public ledger, which is not necessarily the date or time when you or another party initiated the transaction.

• The regulatory frameworks applicable to blockchain transactions in connection with tokens are still developing and evolving. It is possible that your transactions or funds are, or may be in the future, subject to various reporting, tax or other liabilities and obligations. Legislative and regulatory changes or actions at the country or international level may materially and adversely affect the use, transfer, exchange, and value of your tokens.

• The Site may be wholly or partially suspended or terminated for any or no reason, which may limit your access to your Cryptocurrency Assets.

• You are solely responsible for understanding and complying with any and all Applicable Laws in connection with your acceptance of these Terms and your use of any part of the Site, including but not limited to those related to taxes as well as reporting and disclosure obligations.

• This list of risk factors is non-exhaustive, and other risks, arising either now or in the future, could additionally be relevant and applicable to you in making an informed judgment to accept, or continue to accept, these Terms and/or use, or continue to use, the Site.

Violating our rules may result in our intervention.

You agree and acknowledge that if you use the Site and its Services to engage in conduct prohibited by applicable law, we reserve the right to completely or partially restrict or revoke your access to the Services at our sole discretion. We reserve the right to investigate violations and prosecute any suspected breaches of this Agreement, including the Terms. Any information may be disclosed to satisfy any new regulation, law, government request, or legal process.

Accordingly, you expressly agree that:

• you assume all risk in connection with the specific risks identified above in 3(a);

• you assume all risk in connection with your access to and use of the Site, the Application and the Protocol;

• that you expressly waive and release Orchestra Finance from any and all liability, claims, causes of action, responsibility or damages arising from or in any way related to your use of the Site, the Application or the Protocol.

• no developer or entity involved in creating the Protocol will be liable for any claims or damages whatsoever associated with your use, inability to use, or your interaction with other users of, the Protocol, including any direct, indirect, incidental, special, exemplary, punitive or consequential damages, or loss of profits, cryptocurrencies, tokens, or anything else of value.

4. Third-Party Content

The Site may contain hyperlinks or references to third-party websites or content. Any such hyperlinks or references are provided for your information and convenience only. We have no control over third-party websites and accept no legal responsibility for any content, material or information contained in them. The display of any hyperlink and reference to any third-party website does not mean that we endorse that third party's website, products or services or opine on the accuracy or reliability of such information. Your use of a third-party site may be governed by the terms and conditions of that third-party site.

5. Third-Party Content

Certain areas of our website may record and collect information about you. You can find more information about how we will process your personal information in our Privacy Policy.

6. Limitation of Liability

Under no circumstances shall we or any of our officers, directors, employees, contractors, agents, affiliates, or subsidiaries be liable to you for any indirect, punitive, incidental, special, consequential, or exemplary damages, including (but not limited to) damages for loss of profits, goodwill, use, data, or other intangible property, arising out of or relating to any access or use of the Site including the user-interface, nor will we be responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access or use of the Site including the user-interface or the information contained within it.

We assume no liability or responsibility for any: (a) errors, mistakes, or inaccuracies of content; (b) personal injury or property damage, of any nature whatsoever, resulting from any access or use of the Site including the user-interface; (c) unauthorized access or use of any secure server or database in our control, or the use of any information or data stored therein; (d) interruption or cessation of function related to the Site; (e) bugs, viruses, trojan horses, or the like that may be transmitted to or through the Site; (f) errors or omissions in, or loss or damage incurred as a result of the use of, any content made available through the Site; and (g) the defamatory, offensive, or illegal conduct of any third party.

Under no circumstances shall we or any of our officers, directors, employees, contractors, agents, affiliates, or subsidiaries be liable to you for any claims, proceedings, liabilities, obligations, damages, losses, or costs in an amount exceeding $100.00. This limitation of liability applies regardless of whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, and even if we have been advised of the possibility of such liability. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of certain liabilities, but your acceptance of these Terms constitutes an agreement to limit the liability of Orchestra Finance and our officers, directors, employees, contractors, agents, affiliates, or subsidiaries to the maximum extent possible under any applicable laws.

7. Intellectual property rights

Orchestra Finance is the owner of all intellectual property rights in the Site and the material published on them. To the extent practical, these works are protected by copyright laws and all such rights are reserved. www.orchestra.finance is the uniform resource locator (‘URL’) of Orchestra Finance. You will not make use of this URL (or any other URL owned by us) on another website or digital platform without our prior written consent. Any unauthorized use or reproduction may be prosecuted. You will retain ownership of all copyright in data you upload or submit by, through or to the Site. You grant us a worldwide, royalty-free, irrevocable license to use, copy, distribute or publish and send this data in any manner.

8. Disclaimers

We do not guarantee that the Site will be secure or free from bugs or viruses.

You are responsible for configuring your information technology, computer programs and/or platform in order to access the Site. You should use and deploy your own virus protection and security software. We cannot promise that the use of the Site, or any content taken from the Site, will not infringe the rights of any third party.

The content and materials available on the Site are for informational purposes only and are not intended to address your particular requirements or needs. In particular, the content and materials available on the Site do not constitute any form of advice, referral or recommendation by us, should not be regarded as an offer, solicitation, invitation or recommendation to buy or sell tokens or any other financial services and is not intended to be relied upon by you in making any specific decision to buy or sell a token. We recommend that you seek independent advice from financial, legal and tax advisors before making any such decision particularly in light of the risks associated with digital assets.

Nothing included in the site constitutes an offer or solicitation to sell, or distribution of, investments and related services to anyone in any jurisdiction.

From time to time, reference may be made to data we have gathered. These references may be selective or, may be partial. As markets change continuously, previously published information and data may not be current and should not be relied upon.

9. Indemnification

You agree to indemnify and hold Orchestra Finance and our officers, directors, employees, contractors, agents, affiliates, or subsidiaries harmless from any claim or demand, including attorneys’ fees and costs, made by any third-party due to or arising out of 1) your use of the site or 2) this agreement.

10. General

We may perform any of our obligations, and exercise any of the rights granted to us under these Terms, through an affiliated or unaffiliated third-party. We may assign any or all our rights and obligations under these Terms to any third-party.

If any clause or part of any clause of these Terms is found to be void, unenforceable or invalid, then it will be severed from these Terms, leaving the remainder in full force and effect, provided that the severance has not altered the basic nature of these Terms.

No single or partial exercise, or failure or delay in exercising any right, power or remedy by us shall constitute a waiver by us of, or impair or preclude any further exercise of, that or any right, power or remedy arising under these terms and conditions or otherwise. If any of the provisions in these Terms are found to be illegal, invalid or unenforceable by any court of competent jurisdiction, the remainder shall continue in full force and effect.

All disclaimers, indemnities and exclusions in these Terms shall survive termination of the Terms and shall continue to apply during any suspension or any period during which the Site is not available for you to use for any reason whatsoever.

These Terms and the documents referred to in them set out the entire agreement between you and us with respect to your use of the site, Orchestra Finance and the services provided via the site and supersede any and all prior or contemporaneous representations, communications or agreements (written or oral) made between you or us.

Any dispute, controversy, or claim arising out of or in relation to these Terms, including their validity, invalidity, breach, or termination, shall be resolved through arbitration in accordance with the British Virgin Islands Arbitration Act. The arbitration proceedings shall involve a single arbitrator, whose appointment authority may be determined by mutual agreement, chosen by the parties, or designated by the court in the absence of such agreement. The arbitration shall take place in the British Virgin Islands, and English shall be the language of the proceedings. The governing law shall be either British Virgin Islands law or another choice of law determined at the Orchestra Finance's discretion.

With respect to all persons and entities, regardless of whether they have obtained or used the site for personal, commercial or other purposes, all disputes, controversies or claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class action, collective action or other representative proceeding. This waiver applies to class arbitration, and, unless we agree otherwise, the arbitrator may not consolidate more than one person’s claims. You agree that, by entering into this agreement, you and Orchestra Finance are each waiving the right to a trial by jury or to participate in a class action, collective action, or other representative proceeding of any kind.

11. Force Majeure

There is a risk that transactions effected through the Site may be affected by system failures resulting from adverse events, natural disasters, pandemics and other emergencies, as well as unforeseen significant changes in the external environment. With regard to opportunity loss (e.g., loss of opportunity to place a payment instruction, resulting in loss of profits which could have been obtained) due to occurrences such as emergency situations and force majeure events, we are under no obligation to take any corrective action or measure and shall no under circumstances be liable for any lost profits or other trading losses.

12. Contact us

Please contact us if you have any questions about these Terms or other topics, by sending an email to [email protected]