Terms of Service
Latest update: October 2023
These Orderly Network Ltd. Terms of Use (the “Terms”) apply to your access to and use of the websites, platform, software, technologies, features, and other online products and services (collectively, the “Orderly Services”) provided or made available by Orderly group (“Company” “Orderly” or “we”) in connection with the mainnet. You agree that you have read, understood, and accepted these Terms as well as our policies disclosed and updated from time to time, and you acknowledge and agree that you will be bound by such terms and policies.
1. AGREEMENT TO TERMS
This Terms of Service (“Terms”) is a binding contract between you, an individual user or site visitor, whether personally or on behalf of an entity (“user,” “you,” “your”) and Orderly Network ( “Orderly,” “we,” “us” or “our”) concerning use of Orderly’s services (the “Service”), including the https://orderly.network website as well as any other media form, media channel, or mobile website related, linked, or otherwise connected thereto (collectively, the “Site”).
BY ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE TERMS. IF YOU DO NOT AGREE, PLEASE DO NOT USE THE SERVICE OR SITE.
Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of the Terms, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review the Terms to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms by your continued use of the Service after the date such revised Terms is posted.
The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
PLEASE NOTE: THE “DISPUTE RESOLUTION” SECTION OF THIS TERMS CONTAINS AN ARBITRATION CLAUSE THAT REQUIRES DISPUTES TO BE ARBITRATED ON AN INDIVIDUAL BASIS, AND PROHIBITS CLASS ACTION CLAIMS. IT AFFECTS HOW DISPUTES BETWEEN YOU AND ORDERLY ARE RESOLVED. BY ACCEPTING THIS TERMS, YOU AGREE TO BE BOUND BY THIS ARBITRATION PROVISION. PLEASE READ IT CAREFULLY.
2. PRIVACY POLICY
The collection, proceed, use of any personal data, please refer to our Privacy Policy at https://docs.orderly.network/privacy-policy.
3. TERMINATION OR SUSPENSION OF SERVICES
The Service may only be used by you in compliance with the Terms. You may not modify, alter, reproduce, or distribute the Service. You may not directly rent, lease, lend, sell, or redistribute the Service. You may not copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of any portion of the Service, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law), nor attempt to disable or circumvent any security or other technological measure designed to protect the Service or any content available through the Service. If you breach the Terms, then you may be subject to prosecution and damages, as well as liability for infringement of intellectual property rights, and denial of access to the Service.
WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THIS Terms OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION. If we terminate or suspend your access to the Site for any reason, you are prohibited from attempting to access the Site under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your access, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
4. CONTENT THROUGH THE SERVICES
You are responsible for your use of the Services and for any content you provide, You should only provide content that you are comfortable sharing with others.
Any use or reliance on any content or materials posted via the Services or obtained by you through the Services is at your own risk. We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any content or communications posted via the Services or endorse any opinions expressed via the Services. You understand that by using the Services, you may be exposed to content that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive. All content is the sole responsibility of the person who originated such content. We may not monitor or control the content posted via the Services and, we cannot take responsibility for such content.
We reserve the right to remove content that violates these terms or we otherwise deem inappropriate to share on our website, including for example, copyright or trademark violations or other intellectual property misappropriation, impersonation, unlawful conduct, indecent material or harassment.
You represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for any content that you submit, post or display on or through the Services. You agree that such content will not contain material subject to copyright or other proprietary rights, unless you have necessary permission or are otherwise legally entitled to post the material and to grant Orderly the license described above.
5. PROHIBITED LOCATIONS
Orderly does not offer its perpetual contract service to any “United States person” as defined under Regulation S of the United States Securities Act of 1933, as amended) (“US Person”). By using our perpetual contract service, you represent and warrant that you are not, or are acting on behalf of a US Person. You shall also not access our perpetual contract service via any U.S. IP address. Orderly does not offer its Services to anyone who is a “Restricted Person.” Restricted Persons are those who are, or are acting directly or indirectly on behalf of (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 United Nations Security Council, the U.S. Government, the European Union or its Member States, or other applicable government authority) or (b) a citizen, resident, or organized in a jurisdiction or territory that is the subject of comprehensive country-wide, territory-wide, or regional economic sanctions by the United States (including, without limitation, Cuba, Democratic People’s Republic of Korea, Iran). For clarity, if you are a Restricted Person, you are prohibited from using the Service.
Further, as an Integrator of Orderly’s Services, you shall not offer or attempt to offer our perpetual contract services to any US Person or any of our Services to Restricted Person.
6. PROHIBITED ACTIVITIES
You may not access or use the Service for any purpose other than that for which we make the Service available. The Service may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.
As a user of the Service, you agree not to:
Engage in, or attempt to engage in any activities that violate any applicable law, rule, or regulation;
You further 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 our perpetual contract service, either directly or through any other third party interface: Derivatives Violations. Activity that violates any applicable law, rule, or regulation concerning the trading of derivatives, including, but not limited to, the offering of perpetual contract service to retail customers in the United States ter.
Initiate any attacks that violate your cloud service, data-center or other applicable third party service provider’s rules or policies;
Unless as expressly requested by the Company as part of a security or similar challenge, disrupt or initiate any attacks against users of the Orderly Services or the Site;
Disrupt, compromise, or otherwise damage data or property owned by other parties;
Impersonate any person or entity or misrepresent your affiliation with any person or entity;
Access any accounts or data other than your own (or those for which you have explicit, permission from their owners);
Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, creating, encouraging or implementing Sibyl attacks;
Sell or resell Orderly Services;
Participate in the Site from a jurisdiction other than the jurisdiction of your residence (as determined by the identity documentation provided by you); and
Encourage or enable any other individual or entity to do any of the foregoing or otherwise violate the Terms.
7. SITE MANAGEMENT
We reserve the right, but not the obligation, to: (1) monitor the Site for violations of this Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or this Terms, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (4) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.
8. UPDATES
There may be information on the Site that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice. Orderly does not warrant that the content will be uninterrupted or error free or free of computer viruses, contaminants or other harmful items.
9. DISCLAIMER
THE SITE AND SERVICE IS PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ORDERLY WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE SITE OR SERVICE, INCLUDING, BUT NOT LIMITED TO INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT YOUR USE OF THE SITE AND SERVICE WILL BE AT YOUR SOLE RISK. ORDERLY IS NOT RESPONSIBLE FOR ANY DAMAGES OR LOSSES THAT RESULT FROM YOUR USE OF THE SERVICE, INCLUDING, BUT NOT LIMITED TO, YOUR USE OR INABILITY TO USE THE SERVICE; ANY CHANGES TO OR INACCESSIBILITY OR TERMINATION OF THE SERVICE; ANY DELAY, FAILURE, UNAUTHORIZED ACCESS TO, OR ALTERATION OF ANY TRANSMISSION OR DATA; ANY TRANSACTION OR AGREEMENT ENTERED INTO THROUGH THE SERVICE; ANY ACTIVITIES OR COMMUNICATIONS OF THIRD PARTIES; OR ANY DATA OR MATERIAL FROM A THIRD PERSON ACCESSED ON OR THROUGH THE SERVICES. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE OR SERVICE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE.
THE USE OF OUR MAINNET/TECHNOLOGY BY PARTICIPANT IS SUBJECT TO THEIR OWN REGULATION RISK, AND PARTICIPANT SHOULD OBTAIN ANY NECESSARY LICENSES OR PERMITS FOR SUCH USE, IF APPLICABLE. WE HEREBY EXPRESSLY DISCLAIM ANY LIABILITY FOR ANY DAMAGE OR LOSSES ARISING FROM SUCH REGULATION RISK, INCLUDING BUT NOT LIMITED TO INVESTIGATION, WARNINGS, PENALTIES, FINES, OR OTHER LEGAL ACTIONS. PARTICIPANT AGREES TO INDEMNIFY AND HOLD US HARMLESS AGAINST ANY SUCH LIABILITY, AND ACKNOWLEDGE THAT THEY ASSUME FULL RESPONSIBILITY FOR COMPLYING WITH ALL APPLICABLE LAWS, RULES, AND REGULATIONS GOVERNING THEIR USE OF OUR MAINNET.
IF YOU ARE DISSATISFIED WITH THE SERVICE, YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE FOR YOU TO DISCONTINUE YOUR USE OF THE SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
Orderly may link to products and services offered by third parties through the Service. These third-party products and services are not offered by Orderly and Orderly is not responsible for any damages or losses that you might incur as a result of your use or purchase of these products and services.
10. INDEMNIFICATION
You hereby agree to defend, indemnify, and hold Orderly harmless from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Service; (2) breach of these Terms; (3) any breach of your representations and warranties set forth in these Terms; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; (5) any overt harmful act toward any other user of the Service with whom you connected via the Service; or (6) any breach of, or failure to comply with, applicable law. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
11. MODIFYING AND TERMINATING OUR SERVICE
We may amend any portion of these Terms at any time by posting the revised version of these Terms with an updated revision date. The changes will become effective, and shall be deemed accepted by you, the first time you use our services after the initial posting of the revised agreement and shall apply on a going-forward basis with respect to transactions initiated after the posting date. In the event that you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Site. You agree that we shall not be liable to you or any third party as a result of any losses suffered by any modification or amendment of these Terms.
We reserve the right and sole discretion to terminate all or portions of our Service immediately upon your breach of these Terms, including but not limited to breach of Section 5 (PROHIBITED LOCATIONS) and Section 6 (PROHIBITED ACTIVITIES), without further notice. We are not responsible for any loss or harm related to your inability to access or use our Service.
Notwithstanding the foregoing and except provided otherwise, we reserve the right to modify our Service or to terminate or stop providing all or portions of our Service at any time. We are not responsible for any loss or harm related to your inability to access or use our Service.
12. USER DATA
In order to comply with legal obligations under applicable rules and regulations, we may conduct AML/CFT procedure, anti-fraud procedure, identity verification and authentication checks where applicable. To see further use of information, please refer to our Privacy Policy.
Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.
13. GOVERNING LAW; FORUM; DISPUTE RESOLUTION
These Terms and any action related thereto will be governed by the laws of the Republic of China (the R.O.C) without regard to its conflict of laws provisions. The exclusive jurisdiction for all Disputes (defined below) will be in the city of Taipei, and you and Company each waive any objection to such jurisdiction and venue.
Any and all disputes between you, and including but not limited to your affiliates, shareholders, directors, officers, employees, agents, successors, attorneys and assigns, and the Company, including its affiliates, shareholders, directors, officers, employees, agents, successors, attorneys and/or assigns, relating in any manner whatsoever to this Terms (“Arbitral Claims”), and shall be resolved by and through the use of arbitration. Arbitration of such claims shall be done in accordance with the local laws of Republic of China (R.O.C), and shall be conducted within the jurisdiction in which the Company is located, or which designated by the Company. The fees associated with the arbitrator shall be shared equally by both parties. The parties agree that this paragraph shall survive the termination of this Terms.
14. FORCE MAJEURE
Orderly Network Ltd shall have no liability for any failure or delay resulting from any abnormal or unforeseeable circumstances outside our reasonable control, the consequences of which would have been unavoidable despite all efforts to the contrary, including without limitation governmental action or acts of terrorism, earthquake, fire, typhoons, floods, wars, hacker attacks, computer virus invasions, or regulatory changes which render this Agreement unlawful, or other acts of God, labor conditions, delays or failures caused by problems with another system or network, mechanical breakdown or data-processing failures or where we are bound by other legal obligations.
15. MISCELLANEOUS
These Terms and any policies or operating rules posted by us on the Site or in respect to the Service constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. These Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms or use of the Service. You agree that these Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms and lack of signing by the parties hereto to execute these Terms.