UMA Protocol Terms of Service
Dated: April 24, 20251. Acceptance of Terms
These Terms of Service (the "Agreement" or the 'Terms') explain the terms and conditions by which you may access and use the Products provided by Risk Labs (referred to herein as "Risk Labs", "we", "our", or "us" or the 'Company'). The products shall include, but shall not necessarily be limited to, http://uma.xyz, http://vote.uma.xyz, and http://oracle.uma.xyz (collectively, the 'Interfaces' or the 'App') and all products and features available via the Interfaces, including all other software Risk Labs or a third party has developed on the Interfaces (collectively, the 'Products'). You must read this Agreement carefully as it governs your use of the Products. By accessing or using any of the Products, you signify that you have read, understand, and agree to be bound by this Agreement in its entirety. If you do not agree, you are not authorized to access or use any of our Products and should not use our Products. To access or use any of our Products, you must be able to form a legally binding contract with us. Accordingly, you represent that you are at least the age of majority in your jurisdiction (e.g., 18 years old in the United States) and have the full right, power, and authority to enter into and comply with the terms and conditions of this Agreement on behalf of yourself and any company or legal entity for which you may access or use the Interface. If you are entering into this Agreement on behalf of an entity, you represent to us that you have the legal authority to bind such entity. You further represent that you are not (a) the subject of economic or trade sanctions administered or enforced by any governmental authority or otherwise designated on any list of prohibited or restricted parties (including but not limited to the list maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury) (collectively, a 'Sanctioned Person') or (b) a resident, citizen or agent of, or organized in, and do not have a registered office in, a jurisdiction or territory that is the subject of comprehensive country-wide, territory-wide, or regional economic sanctions by the United States (collectively, 'Restricted Territories'). You further represent that you do not intend to transact with any Sanctioned Person or any person present in a Restricted Territory. Finally, you represent that your access and use of any of our Products will fully comply with all applicable laws and regulations, and that you will not access or use any of our Products to conduct, promote, or otherwise facilitate any illegal activity. If use of our Products are not permitted in your jurisdiction, you may not attempt to use any of our Products. Use of a Virtual Private Network (“VPN”) or any other privacy or anonymization tools or techniques to circumvent, or attempt to circumvent, to circumvent any such jurisdictional restrictions is prohibited. NOTICE: This Agreement contains important information, including a binding arbitration provision and a class action waiver, both of which impact your rights as to how disputes are resolved. Our Products are only available to you, and you should only access any of our Products, if you agree completely with these terms.
2. Our Services
2.1 The Protocol and The Network
UMA is open-source software providing supportive infrastructure for contracts created by third parties. The UMA network oracle system consists of two core components: the Optimistic Oracle and the Data Verification Mechanism (“DVM”), (together the "Network"). The Network is used to facilitate determinations made with respect to decentralized finance ("DeFi") contracts, or third party integrations using UMA's Network. The Interfaces provide a user-friendly way to interact with the UMA protocol. Risk Labs provides the Interfaces for convenience, but does not control the underlying blockchain transactions, any assets involved in these transactions, the terms of any contracts, or the outcomes of the Network. Risk Labs never takes possession of your assets or private keys at any point; the UMA protocol is and will remain non-custodial, meaning you alone control your crypto assets and transactions. Risk Labs does not claim ownership over the core UMA protocol or the data submitted to or returned by the Network - those are part of a public, decentralized network. All on-chain contributions and the outcomes determined by the Network are not within Risk Labs' control. Risk Labs does not control the terms of any contract and does not approve, de-list, or otherwise monitor contracts that make use of the UMA Network. Risk Labs does not provide listings or offers of financial contracts linked to specified assets, and does not provide exchange or trading services of such contracts. Because UMA is decentralized and autonomous, Risk Labs does not guarantee or warrant the results provided by the Network. The outputs of the UMA protocol (such as the outcome of a vote on a data point) are generated by the collective actions of independent participants (UMA tokenholders) and the UMA protocol's code. Risk Labs has no ability to change, reverse, or invalidate any oracle outcome, smart contract action, or governance decision on the UMA protocol. You acknowledge that no one party (including Risk Labs) fully controls the UMA protocol, and that using UMA means accepting the risks of a decentralized infrastructure.
2.2 Your Acknowledgement of Information on the Interfaces
You hereby acknowledge and agree that all information on the Interfaces in connection with your access and use of the Interfaces is intended for informational purposes only. The Interfaces strive to provide accurate information, but there is no guarantee or warranty that the information is updated, complete, or timely. For this reason, you acknowledge and agree that you are not relying on any of the information on the Interface or any other App for any purpose and expressly (i) disclaim any reliance on any information on the Interfaces, and (ii) acknowledge that neither the Company nor UMA will be liable for the accuracy or reliability of any such information provided. From time to time the Interfaces or the features contained therein may be inaccessible or inoperable for any reason, including, without limitation: (A) equipment or technology or other infrastructure delay, inaccessibility, or malfunctions; (B) periodic maintenance procedures or repairs that the Company or any of its suppliers or contractors may undertake from time to time; (C) causes beyond the Company's control or that the Company could not reasonably foresee; (D) disruptions and temporary or permanent unavailability of underlying blockchain infrastructure; or (E) unavailability of third-party service providers or external partners for any reason. You should take all steps to independently verify any information on the App and any Interfaces on which you intend to rely and should not take action based solely on any information contained on any Interfaces or other information provided by the Company, including blog posts, data, articles, links to third-party content, social media content (including Discord, Lens, Farcaster or X), news feeds, tutorials and videos. None of the information provided on any Interface, or through the app should be construed as professional or investment advice, and the Company does not owe any duties and does not have any obligations to you based on the information provided on the Site, any other Interfaces, or through the App or other means of disseminating information. You acknowledge and agree that all information provided in connection with your access and use of the Interfaces and any App 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 Interfaces or any App, or any other information that we make available at any time, including, without limitation, blog posts, articles, links to third-party content, Discord content, news feeds, tutorials, social media content, and videos. Before you make any financial, legal, or other decisions involving the Products or information available therein, 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. None of the information provided on the Interfaces, any other App, or through any of the Products, or through any other means, shall be interpreted as an invitation or inducement to (i) exercise any rights to acquire, dispose of, underwrite, or convert any crypto assets or digital assets or (ii) buy, sell, or induce a user to buy or sell any crypto assets or digital assets. Neither the Company nor UMA is acting as an investment adviser, trading, tax, legal or other adviser to any person or entity.
2.3 Modifications of Our Products
We reserve the following rights, which do not constitute obligations of ours: (a) with or without notice to you, to modify, substitute, eliminate, restrict or add to any of the Products; (b) to review, modify, filter, disable, delete and remove any and all content and information from any of the Products; (c) to disable or modify access to access to the Products at any time in the event of any breach of these Terms. You acknowledge. understand, and agree that, from time to time, our Products may be inaccessible or inoperable for any reason, including: (a) equipment or technology or other infrastructure delay, inaccessibility, or malfunctions; (b) periodic maintenance procedures or repairs that Risk Labs or any of our suppliers or contractors may undertake from time to time; (c) causes beyond Risk Labs' control or that Risk Labs could not reasonably foresee; (d) disruptions and temporary or permanent unavailability of underlying blockchain infrastructure; or (e) unavailability of third-party service providers or external partners for any reason. Without limitation of any other provision of these Terms, and as set forth below, Risk Labs has no responsibility or liability for any losses or other injuries resulting from any such events.
3. Intellectual Property Rights
3.1 IP Rights Generally
As between you and Risk Labs, we own all intellectual property and other rights in and to each of our Products and its respective contents, including, but not limited to, software (including in the Interfaces), text, images, trademarks, service marks, copyrights, patents, designs, and its "look and feel." Subject to the terms of this Agreement, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use our Products solely in accordance with this Agreement. You agree that you will not use, modify, distribute, tamper with, reverse engineer, disassemble or decompile any of our Products for any purpose other than as expressly permitted pursuant to this Agreement. Except as set forth in this Agreement, we grant you no right, title or interest in or to any of our Products, including any intellectual property rights. You understand and acknowledge that the UMA protocol is not a Product and we do not control the UMA protocol.
3.2 Third-Party Resources and Promotions
Our Products may contain references or links to third-party resources, including, but not limited to, information, materials, products, or services, that we do not own or control. In addition, third parties may offer promotions related to your access and use of our Products. We do not approve, monitor, endorse, warrant or assume any responsibility for any such resources or promotions. If you access any such resources or participate in any such promotions, you do so at your own risk, and you understand that this Agreement does not apply to your dealings or relationships with any third parties. You expressly relieve us of any and all liability arising from your use of any such resources or participation in any such promotions, and you shall not use our Products in combination with any third party products or services in any manner that would infringe or otherwise violate the intellectual property rights of any third party or violate any applicable law.
3.3 Additional Rights
We reserve the right to cooperate with any law enforcement, court or government investigation or order or third party requesting or directing that we disclose information or content or information that you provide.
4. Your Responsibilities
4.1 Prohibited Activity
You agree not to engage in, or attempt to engage in, any of the following categories of prohibited activity in relation to your access and use of the Interface:
- Intellectual Property Infringement. Activity that infringes on or violates any copyright, trademark, service mark, patent, right of publicity, right of privacy, or other proprietary or intellectual property rights under applicable law in any jurisdiction in the world.
- Data Privacy. Activity that violates any applicable laws, and contractual and fiduciary obligations relating to the collection, storage, use, transfer and any other processing of any personal information or any other sensitive or confidential information.
- Cyberattack. Activity that seeks to interfere with or compromise the integrity, security, or proper functioning of any computer, server, network, personal device, or other information technology system, including, but not limited to, the deployment of viruses and denial of service attacks. Activity that uses any robot, spider, crawler, scraper or other automated means or interface not provided by us to access the Products to introduce any malware, virus, Trojan horse, worm, logic bomb, drop-dead device, backdoor, shutdown mechanism or other harmful material into the Interface or the Products.
- Fraud and Misrepresentation. Activity that seeks to defraud us or any other person or entity, including, but not limited to, providing any false, inaccurate, or misleading information in order to unlawfully obtain the property of another, or to defraud Risk Labs, other users of the Products or any other person.
- No Malicious Technical Activity. You will not, and will not attempt to, interfere with or disrupt the proper functioning of the Interfaces or the UMA protocol, including but not limited to, hacking, phishing, injection of malicious code, or denial-of-service attacks. You agree not to upload or transmit any viruses, malware, or harmful material into the Interfaces or smart contracts.
- Market Manipulation. Activity that violates any applicable law, rule, or regulation concerning the integrity of trading markets, including, but not limited to: the manipulative tactics commonly known as "rug pulls"; pumping and dumping; wash trading; front-running; accommodation trading; fictitious transactions; pre-arranged or non-competitive transactions; cornering or attempting cornering of digital assets; violations of bids or offers; spoofing; knowingly making any bid or offer for the purpose of making a market price that does not reflect the true state of the market; entering orders for the purpose of entering in to transactions without a net change in either party's open positions but a resulting profit to one party and a loss to the other party, commonly known as a "money pass"; any other manipulation or fraudulent act or scheme to defraud, deceive, trick or mislead; or any other trading activity that, in the reasonable judgment of Risk Labs, is abusive, improper or disruptive to the operation of the Interface.
- No Misuse of Oracle or Governance. You will not abuse the UMA network system, including the Optimistic Oracle and DVM, or any associated governance systems. For example, you will not deliberately submit false or unverifiable data, spam the system with deceptive requests, bribe or collude in voting in a manner that violates any applicable law, or otherwise seek to manipulate outcomes. While the UMA protocol is designed to be open, behavior that undermines the integrity of the network oracle system (such as market manipulation, or exploiting bugs for unfair gain, or insider collusion) may result in community or legal action against you. The rules of other platforms, prohibit, for example, market manipulation and insider collusion in their prediction markets; similarly, UMA expects users to uphold honesty and fair play in oracle participation.
- Securities and Derivatives Violations. Activity that violates any applicable law, rule, or regulation concerning the trading of securities or derivatives, including, but not limited to, the unregistered offering of securities and the offering of leveraged and margined commodity products to retail customers in the United States.
- Sale of Stolen Property. Buying, selling, or transferring of stolen items, fraudulently obtained items, items taken without authorization, and/or any other illegally obtained items. Using or accessing the Products to facilitate the transmission or exchange of Digital Assets that are the direct or indirect proceeds of any criminal or fraudulent activity, including terrorism or tax evasion.
- Data Mining or Scraping. Activity that involves data mining, robots, scraping, or similar data gathering or extraction methods of content or information from any of our Products.
- Objectionable Content. Activity that involves soliciting information from anyone under the age of 18 or that is otherwise harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another's privacy, hateful, discriminatory, or otherwise objectionable.
- Disruptive Content. Activity that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Products, or that could damage, disable, overburden, or impair the functioning of the Interface or the Products in any manner.
- Circumvention of Content-Filtering. Activity that circumvents any content-filtering techniques, security measures or access controls that Risk Labs employs on the Interface, including through the use of a VPN.
- Any Other Unlawful Conduct. Activity that violates any applicable law, rule, or regulation of the United States or another relevant jurisdiction, including, but not limited to, the restrictions and regulatory requirements imposed by U.S. law, including any relevant and applicable anti-money laundering and anti-terrorist financing laws and sanctions programs, such as the Bank Secrecy Act and the U.S. Department of Treasury's Office of Foreign Asset Controls. Activity from a jurisdiction (including an IP address in a jurisdiction) that we have, in our sole discretion, determined is a jurisdiction where the use of the Site, the Interface or the Products is prohibited, including any Restricted Territory, or any activity with a Sanctioned Person.
- Respect for Others and No Abuse. If the Interfaces include any community features (forums, proposal discussions, etc.), you agree to engage respectfully. Do not harass, threaten, or abuse other participants. Do not publish spam or irrelevant promotional content. Use of the Interfaces should follow any community guidelines that may be posted.
As a further condition to accessing or using the Products, you affirm that you will only transfer legally-obtained digital assets that belong to you and that any digital assets you use in connection with the Products are either owned by you or you are validly authorized to carry out actions using such digital assets.
4.2 Non-Custodial and No Fiduciary Duties
Each of the Products is a purely non-custodial application, meaning we do not ever have custody, possession, or control of your digital assets at any time. It further means you are solely responsible for the custody of the cryptographic private keys to the digital asset wallets you hold and you should never share your wallet credentials or seed phrase with anyone. We accept no responsibility for, or liability to you, in connection with your use of a wallet and make no representations or warranties regarding how any of our Products will operate with any specific wallet. Risk Labs has no control over, or liability for, the delivery, quality, safety, legality, or any other aspect of any digital assets that you may transfer to or from a third party, and we are not responsible for ensuring that an entity with whom you transact completes the transaction or is authorized to do so, and if you experience a problem with any transactions in digital assets using the Products, then you bear the entire risk.
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. Risk Labs does not act as an agent for you or any other user of the Products and you are solely responsible for your use of the Products, including all your transfers of digital assets.
This Agreement is not intended to, and does not, create or impose any fiduciary duties on us. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated. You further agree that the only duties and obligations that we owe you are those set out expressly in this Agreement.
4.3 Compliance and Tax Obligations
One or more of our Products may not be available or appropriate for use in your jurisdiction. By accessing or using any of our Products, you agree that you are solely and entirely responsible for compliance with all laws and regulations that may apply to you.
Specifically, your use of our Products or the UMA protocol may result in various tax consequences, such as income or capital gains tax, value-added tax, goods and services tax, or sales tax in certain jurisdictions.
It is your responsibility to determine whether taxes apply to any transactions you initiate or receive and, if so, to report and/or remit the correct tax to the appropriate tax authority.
4.4 Gas Fees and Price Estimates
Blockchain transactions require the payment of transaction fees to the appropriate network ("Gas Fees"). Except as otherwise expressly set forth in the terms of another offer by Risk Labs, you will be solely responsible to pay the Gas Fees for any transaction that you initiate via any of our Products. Although we attempt to provide accurate fee information, this information reflects our estimates of fees, which may vary from the actual fees paid to use the Products and interact with the Ethereum blockchain and other blockchains.
4.5 Release of Claims
You expressly agree that you assume all risks in connection with your access and use of any of our Products. You further expressly waive and release us from any and all liability, claims, causes of action, or damages arising from or in any way relating to your use of any of our Products. If you are a California resident, you waive the benefits and protections of California Civil Code § 1542, which provides: "[a] general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."
5. Suspension and Termination of Access
Risk Labs reserves the right to suspend, restrict, or terminate your access to any or all of the Interfaces at any time, with or without prior notice, if we believe, in our sole discretion, that:
- You have violated these Terms (for example, by engaging in a prohibited activity or misrepresenting your eligibility);
- Your use of the Interfaces is unlawful or poses unacceptable legal risk to Risk Labs or the UMA community;
- You are identified as or suspected to be a Sanctioned Person, to be a party present in a Restricted Territory, or are using the Interfaces to engage with or on behalf of a Sanctioned Person or party present in a Restricted Territory;
- You have attempted to circumvent any technical controls or restrictions on the Interfaces (e.g. using a VPN to bypass region blocks);
- It is necessary to protect the security of the UMA protocol or other users (for instance, we may temporarily suspend access to address technical attacks or vulnerabilities).
If possible (and permitted by applicable law), Risk Labs may provide you with notice of such termination/suspension and, in some cases, an opportunity to appeal or clarify the issue. However, we are under no obligation to do so. During any suspension, you may be blocked from accessing the Products and/or interacting with UMA via our Interfaces. Note that because UMA is decentralized, even if your front-end access is blocked, the smart contracts themselves may remain accessible via other means – it is your responsibility not to violate these Terms by accessing the UMA protocol through alternative methods if your access has been suspended or terminated.
Risk Labs shall not be liable to you for any losses that result from our termination or suspension of your access to the Interfaces. If you believe your access was wrongfully restricted, please contact us (see Section 13), but Risk Labs' retains final authority to decide such matters.
Lastly, you are free to stop using the Interfaces at any time. You may simply discontinue accessing the Interfaces. Because no user accounts are held by Risk Labs (access is via your own crypto wallet), termination on your side is straightforward – you can disconnect your wallet and cease visiting to the Interfaces or using the Products at any time. Sections of these Terms that by their nature should survive termination (such as disclaimers of liability and indemnities) will continue to apply even after you stop using the Interfaces or after termination by us.
6. Third-Party Software, Services, and Integrations
The UMA Interfaces may contain links or integrations to third-party content or services that are not owned or controlled by Risk Labs. For example:
- You might follow a link from our Interfaces to documentation, information, blog posts, or community forums hosted on external domains.
- The Interfaces might integrate with wallet providers (like MetaMask or WalletConnect) to enable login and transactions – these providers are third-party services.
- Other decentralized applications (dApps) or platforms – such as prediction markets – may use UMA's Network in their own products, or you might use UMA's Network data in conjunction with other DeFi protocols.
Any third-party services or content that you access via links or in conjunction with UMA are subject to those third parties' terms and privacy policies, not these Terms. Risk Labs does not have control over and does not endorse or assume any responsibility for any third-party sites, information, products, or services. If, for example, you use UMA's Network or Interfaces, via or in relation to another platform Risk Labs is not liable for any of your interactions or engagements with that platform, or the performance, operation, or outcomes of that platform. Similarly, support or integration of UMA with a particular application, blockchain, or token does not constitute an endorsement of that project, and we make no guarantee of its safety or legality.
You acknowledge that interactions with third-party services (including smart contracts not maintained by Risk Labs) are solely between you and the third party. Risk Labs shall not be responsible for any loss or damage of any sort incurred as the result of any such dealings. This includes, but is not limited to, for instance, losses arising from:
- A third-party smart contract or platform using incorrect UMA Network data or misinterpreting the Network's outcome.
- Security failures or hacks of a third-party dApp that affect your use of UMA, the Network, or the Interfaces.
Any content you view that is provided by third parties, or any agreements you enter with third parties (such as betting on a prediction market), are outside the scope of these Terms, and you should familiarize yourself with any terms and conditions associated with those interfaces or products.
We encourage you to review any third-party's terms and conditions and privacy policies before using their services. Your use of the UMA protocol through any interface (ours or others') is at your own risk, and you must understand the risks of interacting with smart contracts and decentralized platforms. Risk Labs does not generally monitor or audit third-party services that may use UMA, and we make no representations as to their compliance or reliability.
We make no warranties or representations, express or implied, about linked third party services, the third parties they are owned and operated by, the information contained on them, assets available through them, or the suitability, privacy, or security of their products or services. You acknowledge sole responsibility for and assume all risk arising from your use of third-party services, third-party websites, applications, or resources.
Neither the Company nor UMA is responsible for the operation of the underlying blockchain network, and neither the Company nor UMA makes any guarantee of the underlying blockchain network's functionality, security, or availability. The Company has no ability in any way to control, maintain, provide, operate, or improve the blockchain network underlying the UMA protocol nor the activity or data thereon. The Company is not responsible for the activities of persons or entities who develop or use applications or who validate or verify transactions or other operations related to blockchain networks operated by third parties. The Company cannot control how blockchain networks operated by third parties market their blockchain networks and users should not assume any blockchain networks operated by third parties are affiliated with the Company or UMA. All transactions broadcast to the applicable blockchain network via your Wallet may require the payment of non-refundable network transaction fees, which shall be borne entirely by you. We do not effectuate, facilitate or control any transactions initiated via the Platform, and the Company will not be responsible for the result of any transactions, including but not limited to failed, inadvertent, or fraudulent transactions that may result in loss of funds or assets or transaction fees or any other loss or harm to you.
7. Disclaimers of Warranties
7.1 Assumption of Risk- Generally
Risk labs is a developer of software. Risk Labs does not operate a digital asset or derivatives exchange platform or offer trade execution or clearing services and has no oversight, involvement, or control concerning your transactions using the products. All transactions between users of the interface are executed peer-to-peer directly between the users' addresses through a smart contract. You are responsible for complying with all applicable laws that govern your digital assets.
By accessing and using any of our products, you represent that you are financially and technically sophisticated enough to understand the inherent risks associated with using cryptographic and blockchain-based systems, and that you have a working knowledge of the usage and intricacies of digital assets such as ether (eth), so-called stablecoins, and other digital tokens such as those following the Ethereum token standard (erc-20). You acknowledge and understand the inherent risks associated with cryptographic systems and blockchain-based networks. Risk Labs does not own or control any of the underlying software through which blockchain networks are formed. In general, the software underlying blockchain networks, including the Ethereum blockchain, is open source, such that anyone can use, copy, modify, and distribute it. By using the products, you acknowledge and agree (a) that Risk Labs is not responsible for the operation of the blockchain-based software and networks underlying the products, (b) that there exists no guarantee of the functionality, security, or availability of that software and networks, and (c) that the underlying blockchain-based networks are subject to sudden changes in operating rules, such as those commonly referred to as "forks," which may materially affect the products. Blockchain networks use public and private key cryptography. You alone are responsible for securing your private key(s). We do not have access to your private key(s). Losing control of your private key(s) will permanently and irreversibly deny you access to digital assets on the Ethereum blockchain or other blockchain-based networks. Neither Risk Labs nor any other person or entity will be able to retrieve or protect your digital assets. If your private key(s) are lost, then you will not be able to transfer your digital assets to any other blockchain address or wallet. If this occurs, then you will not be able to realize any value or utility from the digital assets that you may hold.
Further, you acknowledge and understand that the markets for these digital assets are nascent and highly volatile due to risk factors including, but not limited to, adoption, speculation, technology, security, and regulation. You understand that anyone can create a digital asset, including fake versions of existing tokens and tokens that falsely claim to represent projects, and acknowledge and understand the risk that you may mistakenly engage with those or other tokens. So-called stablecoins may not be as stable as they purport to be, may not be fully or adequately collateralized, and may be subject to panics and runs.
Further, you acknowledge and understand that smart contract transactions automatically execute and settle, and that blockchain-based transactions are irreversible when confirmed. You acknowledge and understand that you are responsible for all actions and transactions you carry out in connection with our Products, including any erroneous actions. We do not take any action to resolve erroneous actions that result from your errors. You acknowledge and understand that the cost and speed of transacting with cryptographic and blockchain-based systems such as Ethereum are variable and may increase dramatically at any time.
Further, you acknowledge and understand that the products and your digital assets could be impacted by one or more regulatory inquiries or regulatory actions, which could impede or limit the ability of Risk Labs to continue to make available our proprietary software and could impede or limit your ability to access or use the products.
Further, you acknowledge and understand that cryptography is a progressing field with advances in code cracking or other technical advancements, such as the development of quantum computers, which may present risks to digital assets and the products, and could result in the theft or loss of your digital assets. To the extent possible, the smart contracts available on the interface will be updated to account for any advances in cryptography and to incorporate additional security measures necessary to address risks presented from technological advancements, but that intention does not guarantee or otherwise ensure full security of the products.
Further, you understand that the Ethereum blockchain and other blockchain-based networks remain under development, which creates technological and security risks when using the products in addition to uncertainty relating to digital assets and transactions therein. You acknowledge that the cost of transacting on the Ethereum blockchain and other blockchain-based networks is variable and may increase at any time causing impact to any activities taking place on the Ethereum blockchain or other blockchain-based networks, which may result in price fluctuations or increased costs when using the products.
Further, you acknowledge and understand that the products are subject to flaws and that you are solely responsible for evaluating any code provided relating to the products. This warning and other warnings that Risk Labs 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 products. Although we intend to provide accurate and timely information and data on the interface and during your use of the products, the interface and other information available when using the products may not always be entirely accurate, complete, or current and may also include technical inaccuracies or typographical errors. To continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including information regarding our policies. Accordingly, you acknowledge and understand that you should verify all information before relying on it, and all decisions based on information contained on the interface or as part of the products are your sole responsibility. No representation is made as to the accuracy, completeness, or appropriateness for any particular purpose of any pricing information distributed via the site or otherwise when using the products. Prices and pricing information may be higher or lower than prices available on platforms providing similar services.
We must comply with applicable laws, which may require us to, upon request by government agencies, take certain actions or provide information. You acknowledge and understand that Risk Labs may in its sole discretion take any action it deems appropriate to cooperate with government agencies or comply with applicable laws.
Further you acknowledge we do not warrant that any data, content, or information provided through the Interfaces (including oracle outcomes, prices, or values) is accurate, reliable, or correct. All information is provided for general information purposes and use of the Network's output is at your own risk. We make no guarantees that the UMA Network's results will meet your expectations or requirements, or that they will be free from errors (human or software errors). Risk Labs does not guarantee that the Interfaces will be available at any given time or free from interruption. We cannot guarantee that access will be continuous, timely, secure, or error-free. Because these services depend on complex decentralized networks (blockchains) and third-party infrastructure, there may be delays, downtime, or technical issues outside our control. You acknowledge that blockchain transactions can be delayed or fail due to network issues, and the Interfaces may be suspended for maintenance, to address security concerns, or for other reasons. We expressly disclaim any implied warranties of title, non-infringement, merchantability, or fitness for a particular purpose. For example, we do not guarantee that using the UMA protocol will achieve any particular outcome for you, financial or otherwise, or that the protocol is suitable for any specific use case.
You are solely responsible for familiarizing yourself with your Wallet and its safety and security features, including any private keys and passwords associated therewith. We cannot and will not access your private key, password, or any crypto assets held within your Wallet and we cannot and will not we reverse any transactions you initiate with your Wallet (or otherwise). We are not responsible or liable in any way for how you use your Wallet.
You should also familiarize yourself with the risks associated with transacting on blockchain networks, including but not limited to smart contract vulnerabilities, front end vulnerabilities, hacks, phishing attacks, social engineering attacks, crypto assets volatility and transaction irreversibility.
In summary, you acknowledge that we are not responsible for any of these variables or risks, do not own or control the UMA protocol, and cannot be held liable for any resulting losses that you experience while accessing or using any of the Products. Accordingly, you understand and agree to assume full responsibility for all of the risks of accessing and using the interface to interact with the UMA protocol. You hereby irrevocably waive, release and discharge all claims, whether known or unknown to you, against Risk Labs and our shareholders, members, directors, officers, employees, agents, and representatives, suppliers, and contractors related to any of the risks set forth in this Section 7 or elsewhere in these Terms.
Risk Disclosure: By using UMA, you acknowledge the following specific risks, for which Risk Labs bears no responsibility:
- You may lose digital assets in the course of engagement with the UMA protocol or related DeFi applications. For instance, if you post a bond on UMA's Network and a dispute arises, you might lose that bond based on the outcome of a vote. Outcomes are decided by UMA token holder governance, and there is no guarantee of the result.
- Markets and other contracts using UMA's oracle data can be unpredictable. Risk Labs is not responsible for any financial losses (trading losses, liquidity issues, or any other form of financial loss) you may suffer by relying on UMA's network for any decision or transaction.
- The value of any crypto asset can be volatile. Risk Labs does not guarantee the market performance of any token.
- There may be regulatory or legal uncertainty around using decentralized oracle data for certain purposes (such as prediction markets). You are responsible for understanding how the law applies to you and for any consequences of your use of UMA in a given jurisdiction. Risk Labs is not responsible for any costs, and disclaims any liability, for regulatory actions or penalties imposed on you by authorities due to your use of the UMA protocol.
The above list is illustrative and is not comprehensive. Some jurisdictions do not allow the exclusion of certain warranties. Nothing in these Terms will exclude or limit any warranty or right that may not be lawfully excluded or limited under applicable law. But in such cases, UMA's liability will be limited to the minimum extent permitted by law.
7.2 No Investment Advice
You agree and understand that all actions you take in connection with any of our Products are considered unsolicited, which means that they are solely initiated by you. All information provided by any of our Products is for informational purposes only and should not be construed as investment advice or a recommendation that a particular token is a safe or sound investment. You should not take, or refrain from taking, any action based on any information contained in any of our Products. By providing information for your convenience, we do not make any investment recommendations to you or opine on the merits of any transaction or opportunity. You alone are responsible for determining whether any investment, investment strategy or related transaction is appropriate for you based on your personal investment objectives, financial circumstances, and risk tolerance.
8. Limitation of Damages and Liability
To the fullest extent permitted by applicable law, in no event will Risk Labs or its affiliates, officers, directors, employees, or agents be liable to you for any indirect, punitive, incidental, special, consequential, exemplary damages, or the following types of loss or damage arising out of or in connection with your use of (or inability to use) the UMA Products, Network, or protocol, whether such damages are based in contract, tort, negligence, strict liability, or otherwise, and even if we have been advised of or should have known of the possibility of the loss or damage:
- Indirect or Consequential Losses: This includes any indirect, incidental, special, exemplary, or consequential damages; for example, damages for lost profits, lost revenues, lost opportunities, business interruption, loss of data, or loss of goodwill or other intangible property.
- Technology and Security Losses: Any loss resulting from hacking, tampering, or other unauthorized access to or use of the UMA protocol or Products or your account, or any security breaches or technical failures. (For instance, if your private key is stolen and someone misuses it on UMA, or if there's an exploit in a smart contract you interact with, Risk Labs is not liable.)
- Financial Losses: Any diminution in value of any cryptocurrency or asset, or any loss of virtual currency or digital assets, that occurs through using UMA. This also covers losses from oracle resolutions you disagree with, or smart contract defaults, for example, if you used UMA's oracle in a financial contract and the outcome causes you financial harm, you cannot hold Risk Labs responsible for that result.
- User Mistakes: Losses caused by your own errors or misuse, such as sending cryptocurrency to the wrong address, losing your private keys, or making a bad trading decision based on UMA data.
- Third-Party Acts: Any damages or losses arising from actions or omissions of third parties (including other users, validators, data providers, or integrated platforms). Risk Labs does not guarantee and is not liable for the behavior of independent UMA token holders or other participants in the oracle process, even if their actions (like how they vote or any alleged collusion) affect you.
In jurisdictions where limitation of liability for certain damages is not allowed, our liability is limited to the greatest extent permitted by law.
Cap on Liability: To the extent any liability of Risk Labs is not entirely disclaimed and is proven in a court of law or other authority, the maximum aggregate liability of Risk Labs and its affiliates arising out of these Terms or your use of the Interfaces will not exceed USD $100 (one hundred U.S. dollars) or the equivalent in local currency. If applicable law does not allow such a cap on liability, we will limit our liability to the smallest amount permitted by law.
You acknowledge that Risk Labs is offering access to a free, open-source protocol and experimental technology. By using the Products, you accept that you have no monetary or legal remedy against Risk Labs or associated parties for issues beyond this limited scope. Your primary remedy for dissatisfaction with the Products or UMA protocol is to stop using them.
The foregoing disclaimer will not apply to the extent prohibited by law.
9. Indemnification
You agree to hold harmless, release, defend, and indemnify us and our officers, directors, employees, contractors, agents, affiliates, and subsidiaries (collectively "Indemnified Parties") from and against all claims, damages, obligations, losses, liabilities, costs, and expenses arising from: (a) your access and use of any of our Products; (b) your violation of any term or condition of this Agreement, the right of any third party, or any other applicable law, rule, or regulation; (c) any other party's access and use of any of our Products with your assistance or using any device or account that you own or control; (d) digital assets associated with your wallet; (e) your infringement, misappropriation, or other violation of the intellectual property or other proprietary rights of any other person or entity; and (f) any dispute between you and (i) any other user of any of the Products or (ii) any of your own customers or users. If you are obligated to indemnify any Indemnified Party, Risk Labs (or, at our sole discretion, the applicable Indemnified Party) will have the right, in our or its sole discretion, to control any action or proceeding and to determine whether Risk Labs wishes to settle, and if so, on what terms, and you agree to cooperate with Risk Labs in the defense.
10. Changes to the Terms
Risk Labs may revise or update these Terms from time to time to reflect changes in our operations or legal obligations. Whenever we make a material change to these Terms, we will post the updated version on our website (and update the "Last Updated" date at the top). It is your responsibility to review the Terms.
If you continue to use the Products after changes to the Terms take effect, you thereby accept the revised Terms. If you do not agree with any modifications, you must stop using the Products. We may, at our discretion, also announce significant changes via other channels (such as community forums or social media), but you should not rely on personal notice.
No Risk Labs employee or agent has the authority to alter or waive any part of these Terms except by official publication of an updated version; any informal communications that attempt to modify these Terms cannot be relied upon.
11. Governing Law, Dispute Resolution, and Class Action Waivers
11.1 Governing Law
You agree that the laws of the State of New York, without regard to principles of conflict of laws, govern this Agreement and any Dispute between you and us; provided, that the foregoing shall not restrict us from seeking remedies for disputes related to the violation of any intellectual property rights in the United States Patent and Trademark Office, Trademark Trial and Appeal Board or any other similar office or court of competent jurisdiction. You further agree that each of our Products shall be deemed to be based solely in the State of New York, and that although a Product may be available in other jurisdictions, its availability does not give rise to general or specific personal jurisdiction in any forum outside the State of New York. The parties acknowledge that this Agreement evidences interstate commerce and that the enforceability of this Section 11 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. Any arbitration conducted pursuant to this Agreement shall be governed by the FAA. You agree that the federal and state courts of New York County, New York are the proper forum for any appeals of an arbitration award or for court proceedings in the event that this Agreement's binding arbitration clause is found to be unenforceable.
If any portion of this Section 11 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 11 or the parties' ability to compel arbitration of any remaining claims on an individual basis under this Section 11; 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 11 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 11 will be enforceable.
11.2 Dispute Resolution
We will use our best efforts to resolve any potential disputes through informal, good faith negotiations. If a potential dispute arises, you must contact us by sending an email to legal@umaproject.org so that we can attempt to resolve it without resorting to formal dispute resolution. If we aren't able to reach an informal resolution within sixty days of your email, then you and we both agree to resolve the potential dispute according to the process set forth below.
Any claim or controversy arising out of or relating to any of our Products, this Agreement, or any other acts or omissions for which you may contend that we are liable, including, but not limited to, any claim or controversy as to arbitrability ("Dispute"), shall be finally and exclusively settled by arbitration under the JAMS Optional Expedited Arbitration Procedures. You understand that you are required to resolve all Disputes by binding arbitration. The arbitration shall be held on a confidential basis before a single arbitrator, who shall be selected pursuant to JAMS rules. The arbitration will be held in New York, New York, unless you and we both agree to hold it elsewhere. Unless we agree otherwise, the arbitrator may not consolidate your claims with those of any other party. You and Risk Labs 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 Risk Labs, Risk Labs will pay all JAMS fees and costs.
Any claim arising out of or related to these Terms or the Products must be filed within one (1) year after such claim arose; otherwise, the claim is permanently barred, which means that you and Risk Labs will not have the right to assert the claim.
Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If for any reason a claim by law or equity must proceed in court rather than in arbitration you agree to waive any right to a jury trial and any claim may be brought only in a Federal District Court or a New York state court located in New York County, New York.
11.3 Class Action and Jury Trial Waiver
You and Risk Labs agree that any Dispute arising out of or relating to these Terms of Service is personal to you and Risk Labs You must bring any and all Disputes against us in your individual capacity and not as a plaintiff in or member of any purported class action, collective action, private attorney general action, or other representative proceeding. This provision applies to class arbitration.
Except as specified above, you and we both agree to waive the right to demand a trial by jury.
12. Miscellaneous
12.1 Entire Agreement
These terms constitute the entire agreement between you and us with respect to the subject matter hereof. This Agreement supersedes any and all prior or contemporaneous written and oral agreements, communications and other understandings (if any) relating to the subject matter of the Terms.
12.2 Assignment
You may not assign or transfer this Agreement, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer this Agreement without our prior written consent shall be null and void. We may freely assign or transfer this Agreement. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.
12.3 Rewards
In connection with your historic or current use of one or more of our Products, we may provide you certain incentives, prizes or rewards for completing certain activities, such as completing a certain number of transactions ("User Rewards"). Details regarding the criteria for earning a reward will be described within the applicable Product or official Risk Labs documentation. Upon satisfaction of the criteria for obtaining a reward and subject to your compliance with the associated rewards terms, this Agreement, and applicable law — to be determined exclusively by Risk Labs — we will use commercially reasonable efforts to promptly transfer the earned reward to the digital wallet that you designate or have connected to the applicable Product. We reserve the right to change, modify, discontinue or cancel any rewards programs (including the frequency and criteria for earning such User Rewards), at any time and without notice to you.
12.4 Not Registered with the SEC or Any Other Agency
We are not registered with the U.S. Securities and Exchange Commission as a national securities exchange or in any other capacity. You understand and acknowledge that we do not broker trading orders on your behalf. We also do not facilitate the execution or settlement of your trades, which occur entirely on public distributed blockchains like Ethereum. As a result, we do not (and cannot) guarantee market best pricing or best execution through our Products. Any references in a Product to "best price" does not constitute a representation or warranty about pricing available through such Product, on the UMA protocol, or elsewhere.
12.5. Notice
We may provide any notice to you under this Agreement using commercially reasonable means, including using public communication channels. Notices we provide by using public communication channels will be effective upon posting.
12.6 Rights and Remedies
Any right or remedy of Risk Labs 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 laws, at law, or in equity. The failure or delay of Risk Labs in exercising any right, power, or privilege under these Terms will not operate as a waiver thereof.
12.7 Severability
If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law, or regulation of any local, state, or federal government agency, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of this Agreement shall not be affected.
13. Contact Information
If you have any questions, concerns, or feedback about these Terms or the UMA Interfaces, please contact Risk Labs at legal@umaproject.org (or another designated contact email on our official websites). You can also contact Risk Labs via our official community channels. We will do our best to address your inquiry promptly.