Terms of Use
The Forge Ltd (Smeltor) · Cayman Islands
PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN A MANDATORY INDIVIDUAL ARBITRATION CLAUSE, A CLASS ACTION WAIVER, AND A JURY TRIAL WAIVER THAT AFFECT YOUR LEGAL RIGHTS.
THE PLATFORM AND API ARE NOT AVAILABLE TO DISQUALIFIED PERSONS OR PERSONS IN EXCLUDED JURISDICTIONS, INCLUDING THE UNITED STATES AND SINGAPORE (SECTION 3).
BY ACCESSING THE API, THE PLATFORM, CONNECTING A WALLET, OR USING ANY SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, YOU MUST NOT ACCESS OR USE THE PLATFORM OR API.
1. Acceptance of Terms
1.1 The Company
In these Terms, "Company", "we", "us", or "our" means The Forge Ltd, a company incorporated in the Cayman Islands with registered office at [REGISTERED OFFICE ADDRESS TO BE INSERTED UPON INCORPORATION] (the Company together with its Related Persons, each a "Company Party" and collectively the "Company Parties"). The Company operates the Smeltor platform and Services described in these Terms; "Smeltor" is a brand and product name of the Company. Until formal incorporation completes, The Forge Ltd is a company in the process of incorporation in the Cayman Islands, and all rights and obligations under these Terms shall vest in The Forge Ltd upon incorporation. The Company is a technology provider only. It is not a financial institution, investment adviser, broker, dealer, exchange, custodian, or fiduciary of any kind in any jurisdiction.
1.2 Acceptance and Binding Effect
By accessing the Platform, connecting a Wallet, making an API call, or otherwise using any Service, you agree to be bound by these Terms on behalf of yourself and any entity you represent, and you represent that you have the authority to do so. For programmatic or agent-based access without a user interface, your first API call constitutes acceptance of these Terms.
If you do not agree to these Terms, you must immediately cease all access to and use of the Platform, the API, and the Services.
1.3 Amendments
We may amend these Terms at any time in our sole discretion. Amendments take effect when posted, indicated by the "Version" and date above. Your continued use after an amendment constitutes acceptance. It is your responsibility to review these Terms periodically. Material changes will be announced through the Platform or developer documentation.
1.4 Scope
No information on the Platform, in any linked communication, or in any other document forms part of these Terms unless expressly stated. No Company Party gives any representation or warranty in respect of any such information.
2. Definitions and Interpretation
2.1 Definitions
API means the Smeltor application programming interface available at api.smeltor.com and any successor or related endpoints.
Applicable Laws means all relevant statutes, laws, rules, regulations, directives, circulars, notices, guidelines, and practice notes of any Governmental Authority.
Blockchain Network means any distributed ledger or blockchain network with which the Platform interacts, as may be added to or removed from time to time at the Company's sole discretion.
Calldata means unsigned transaction data returned by the API representing one or more Protocol interactions. Calldata is not executed by the Company; it is reviewed, signed, and broadcast by the User's own Wallet.
Developer Preview means the current stage of the Platform, which has not completed a formal third-party security review of the calldata-generation layer and is not positioned as battle-tested production infrastructure.
Digital Assets means any cryptographic asset, digital asset, virtual currency, or token of any kind.
Disqualified Person means any person who: (a) is accessing the Platform from an Excluded Jurisdiction; (b) is a citizen of, domiciled in, or resident of an Excluded Jurisdiction; (c) is an entity incorporated or organised in an Excluded Jurisdiction; (d) is subject to sanctions implemented by the United Nations, the European Union, the United Kingdom, or the U.S. Office of Foreign Assets Control (OFAC); or (e) the Company determines, in its sole discretion, should not access the Platform by reason of suspected involvement in fraudulent, illicit, or malicious activity.
Excluded Jurisdiction means each jurisdiction listed in Section 3.1, as updated from time to time.
Gas Fees means transaction fees required by a Blockchain Network to process and validate transactions.
Governmental Authority means any nation, government, state, agency, regulator, court, tribunal, or self-regulatory organisation of competent jurisdiction.
IntegratorFee means an optional fee specified by a Partner in an API call, collected in the same user-signed transaction as the action and paid to the Partner's specified wallet address. The Company does not receive, hold, or transmit IntegratorFees.
Loss means any and all losses, claims, liabilities, damages, costs, charges, or expenses of any nature, including any indirect, special, incidental, or consequential losses, in tort, contract, or otherwise, including loss of revenue, income, profits, data, or Digital Assets.
Partner means any developer, company, agent runtime, or platform that accesses the API to build a product or service, whether or not under a separate Partner API agreement.
Platform means the API, the developer documentation at docs.smeltor.com, the website at smeltor.com, and any associated interfaces.
Protocol means any third-party decentralised finance protocol, smart contract, application, or venue to which the API returns routing, or with which a User may interact through Calldata generated by the Services, including swap aggregators, decentralised exchanges, lending and borrowing protocols, yield and staking protocols, cross-chain bridges, and perpetual or derivatives trading venues. The specific Protocols available through the Services may change at any time at the Company's sole discretion, including the addition of new Protocols and the removal, suspension, or disabling of any Protocol (for example, in response to a security incident).
Related Persons means, with respect to the Company, any person or entity directly or indirectly controlling, controlled by, or under common control with the Company, including the Company's parent holding company.
Route or Plan means the ranked set of options and associated Calldata returned by the API in response to a request.
Services means, collectively, the API, the routing and composition engine, the Calldata generation, and all related Platform features.
Third-Party Services means applications, protocols, smart contracts, and interfaces not created by the Company that are integrated with or accessible through the Platform, including Protocols, Wallet Infrastructure Providers, and Blockchain Networks.
User means any person or entity accessing the Platform or API, including developers, end users of Partner applications, and AI agents. "You" and "your" refer to the User.
Wallet Infrastructure Provider means any third-party provider of wallet connectivity or embedded wallet infrastructure integrated with the Platform, through which a User connects to or controls a non-custodial Wallet, including but not limited to WalletConnect and Privy. The Company does not own, operate, or control any Wallet Infrastructure Provider, and the specific providers integrated with the Platform may change from time to time at the Company's sole discretion.
Wallet means any non-custodial digital wallet connected to or used in connection with the Platform. The Company does not own, operate, or control any Wallet, any private keys, or any Wallet Infrastructure Provider. Wallet connectivity is provided by Wallet Infrastructure Providers, which are Third-Party Services.
2.2 Interpretation
In these Terms, unless the context requires otherwise: (a) the singular includes the plural and vice versa; (b) "person" includes any individual, company, partnership, or unincorporated association; (c) "or" means "and/or"; (d) "including" means "including without limitation"; (e) headings are for convenience only and do not affect interpretation; and (f) "written" and "in writing" include any means of visible reproduction.
3. Restricted Jurisdictions and Eligibility
3.1 Excluded Jurisdictions
The Platform, the API, and the Services are not available to any person located in, resident of, or incorporated in any of the following Excluded Jurisdictions:
- The United States of America and all its territories and possessions;
- Singapore;
- The United Kingdom (pending regulatory assessment);
- Member states of the European Union (pending assessment under the Markets in Crypto-Assets Regulation);
- The People's Republic of China;
- Iran, North Korea, Cuba, Syria, Russia, Belarus, Venezuela, Myanmar, Sudan, South Sudan, the Central African Republic, the Democratic Republic of Congo, Libya, Somalia, Mali, Zimbabwe, and Haiti;
- Any jurisdiction subject to comprehensive sanctions implemented by the United Nations, the European Union, the United Kingdom, or OFAC, including the Crimea, Donetsk, and Luhansk regions of Ukraine; and
- Any other jurisdiction where access to or use of the Services would be prohibited or unlawful under Applicable Laws.
3.2 Age Requirement
You must be at least eighteen (18) years of age, or the legal age for entering into binding agreements under Applicable Laws in your jurisdiction, whichever is higher, to access or use the Platform, the API, or the Services.
3.3 Eligibility Representation
By accessing the Platform, you represent and warrant on each occasion of access that you are not a Disqualified Person, you are not acting on behalf of a Disqualified Person, you are not located in or resident of an Excluded Jurisdiction, and your access to and use of the Services is lawful in your jurisdiction.
3.4 Non-Circumvention
You agree not to access the Platform or the API using any virtual private network (VPN), proxy service, or any other technology or method intended to disguise your location or identity for the purpose of circumventing these Terms, the Excluded Jurisdiction restrictions, or any eligibility requirement. Any such circumvention is a material breach of these Terms.
3.5 IP-Based Access Controls
We implement IP-based access controls to restrict access from Excluded Jurisdictions. These controls are not guaranteed to be comprehensive, and their existence does not transfer to the Company any responsibility for determining the lawfulness of your access. You remain solely responsible for ensuring your use complies with Applicable Laws.
4. The Services
4.1 What the Service Is
The Company provides a non-custodial API that receives a structured action or natural-language intent, resolves it against live Protocol data, and returns a ranked set of unsigned transaction options (Calldata) by an explicit, stated criterion. The User or the User's agent reviews the options, selects one, and signs and broadcasts the transaction using the User's own Wallet. Digital Assets flow directly from the User's Wallet to the relevant Protocol contracts.
THE COMPANY IS NOT A BROKER, DEALER, EXCHANGE, CUSTODIAN, OR INTERMEDIARY, AND IS IN NO WAY YOUR AGENT, ADVISER, OR FIDUCIARY. THE COMPANY CANNOT INITIATE, EXECUTE, OR REVERSE ANY TRANSACTION AND CANNOT ACCESS YOUR DIGITAL ASSETS.
4.2 What the Service Is Not — Critical Disclaimers
The Company expressly does not, and the Services do not:
- Hold, custody, control, or have access to any User funds, Digital Assets, private keys, or Wallet credentials at any time;
- Deploy, own, or operate any smart contracts on any Blockchain Network — zero custom contracts are deployed by the Company;
- Execute, broadcast, or transmit any transaction on behalf of any User — all execution is performed by the User's own Wallet;
- Own, operate, or control any Wallet or Wallet Infrastructure Provider — Wallet connectivity is provided by third-party Wallet Infrastructure Providers (including but not limited to WalletConnect and Privy);
- Provide investment, financial, legal, tax, or accounting advice, recommendations, or portfolio management;
- Select, choose, or recommend any Protocol or Route for the User — the API returns options ranked by a stated criterion, and the User or the User's agent chooses;
- Store, transfer, convert, broker, escrow, mint, or mine any Digital Asset; or
- Guarantee the availability, accuracy, security, or performance of any Protocol or Blockchain Network.
4.3 Connecting a Wallet
To use the Services that require a Wallet, you must connect a compatible non-custodial Wallet through a Wallet Infrastructure Provider (including but not limited to WalletConnect and Privy). Connecting a Wallet enables the Platform to communicate with the third-party Wallet software, which is exclusively responsible for effecting any transaction you initiate.
You are solely responsible for the security of your Wallet, including your private keys, seed phrases, and credentials. If you lose access to your Wallet or your keys are compromised, the Company cannot recover your Digital Assets and has no liability for any resulting loss.
Where we reasonably believe a Wallet connected to or attempting to connect to the Platform has been used in connection with any Prohibited Use, we may, in our sole discretion and without prior notice, suspend or restrict that Wallet's access to the Platform.
4.4 Transaction Execution and Review
All transactions are executed by you, using your own Wallet, on Blockchain Networks the Company does not own, control, or operate. Before any transaction is executed, you are presented with the transaction details and must confirm and sign through your Wallet. You are solely responsible for reviewing and verifying all Calldata and transaction details before signing.
Once broadcast to a Blockchain Network, a transaction cannot be reversed, cancelled, or modified by the Company. The Company has no control over Blockchain Networks and cannot guarantee that any transaction will be confirmed or processed.
4.5 Calldata Accuracy and Timing
The API generates Calldata based on real-time data at the time of the request. Market conditions, prices, liquidity, gas, and Protocol parameters may change between generation and execution. The Company does not guarantee that Calldata remains accurate, optimal, or executable after generation. You are responsible for verifying that the Calldata reflects your intended transaction before signing.
4.6 Multi-Step Composition
The Services may return Routes composed of multiple sequential interactions across independent Protocols. Any step may fail due to slippage, gas, Protocol unavailability, or changed conditions, and a partially completed sequence may leave Digital Assets in an intermediate state. The Company cannot reverse or complete a partially executed sequence. You are responsible for ensuring sufficient Digital Assets and gas before initiating any sequence.
4.7 Third-Party Services
The Services integrate with Third-Party Services, including Protocols (such as swap aggregators, decentralised exchanges, lending and borrowing protocols, yield protocols, bridges, and trading venues), Wallet Infrastructure Providers (including but not limited to WalletConnect and Privy), and Blockchain Networks. The specific Protocols and Blockchain Networks available through the Services may be added to, removed, suspended, or disabled at any time at the Company's sole discretion. The Company does not control, audit, endorse, or guarantee any Third-Party Service. Your use of any Third-Party Service is at your own risk and may be subject to that party's own terms.
4.8 No Investment Advice
NOTHING ON THE PLATFORM OR RETURNED BY THE API CONSTITUTES INVESTMENT, LEGAL, TAX, OR FINANCIAL ADVICE. RANKINGS ARE COMPUTATIONAL OUTPUTS BASED ON STATED CRITERIA SUCH AS APY OR OUTPUT AMOUNT — THEY ARE NOT RECOMMENDATIONS AND DO NOT CONSIDER YOUR FINANCIAL SITUATION, RISK TOLERANCE, OR OBJECTIVES. YOU ARE SOLELY RESPONSIBLE FOR ALL TRANSACTION DECISIONS. CONSULT QUALIFIED PROFESSIONALS BEFORE MAKING ANY DECISION.
4.9 Developer Preview Status
The Platform is in Developer Preview. A formal third-party security review of the calldata-generation layer is planned before production partner onboarding. You should test thoroughly and start with small amounts. The Platform is not yet positioned as battle-tested production infrastructure.
4.10 Modification of Services
The Company may modify, suspend, or discontinue the Platform, the API, or any Service at any time without prior notice and in its sole discretion. This includes the right to add, remove, suspend, or disable any Protocol, integration, or Blockchain Network at any time and for any reason, including in response to a security incident, exploit, regulatory change, or loss of confidence in a Protocol. No Company Party shall be liable for any Loss arising from any such modification, suspension, discontinuation, addition, removal, or disabling.
4.11 Licence
Subject to these Terms, you are granted a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform and API for lawful purposes. You may not sublicense, and we may revoke this licence at any time if you use or attempt to use the Platform in a manner prohibited by these Terms.
5. Partner API Integrations
5.1 Partner Responsibility
If you are a Partner accessing the API to build a product or service for end users, you are solely responsible for: (a) compliance with all Applicable Laws governing your product in each of your operating jurisdictions; (b) obtaining all licences, registrations, and regulatory approvals required to offer DeFi routing or related services to your end users; (c) all know-your-customer, anti-money-laundering, and sanctions screening for your own end users; and (d) ensuring your end users understand and accept terms no less protective of the Company than these Terms.
5.2 IntegratorFee
Partners may specify an IntegratorFee in API calls. The IntegratorFee is collected within the same user-signed transaction as the action and paid directly to the Partner's specified wallet address. The Company does not receive, hold, or transmit IntegratorFees. Partners are solely responsible for the tax, regulatory, accounting, and legal treatment of IntegratorFees in their jurisdictions and for all disclosures to their end users regarding such fees.
5.3 No Downstream Liability
No Company Party bears any liability for any Loss, claim, or regulatory action arising from a Partner's use of the API in any jurisdiction, from a Partner's end users' execution of transactions based on API responses, or from a Partner's failure to hold required authorisations. Partners indemnify the Company Parties for any such claim under Section 13.
5.4 AI Agents
If you access the API through, or permit access by, an AI agent or autonomous runtime, you are solely responsible for that agent's actions and any transactions it initiates or causes to be signed. The Company does not verify the accuracy of any agent-interpreted intent and bears no liability for transactions resulting from agent behaviour.
6. Fees
6.1 Protocol Referral Fees
The Company may receive referral or affiliate fees from certain Protocols (including swap aggregators and trading venues) on transactions routed through the API. These fees are paid by the Protocol, not billed to or charged to Users directly, and are embedded in quoted rates where applicable. Such fees are disclosed in API responses where applicable.
6.2 Fee Transparency
There are no hidden fees, withdrawal fees, or inactivity fees charged by the Company. Any fee applicable to a specific transaction is disclosed in the relevant API response before you confirm.
6.3 Gas Fees
You are solely responsible for all Gas Fees required by Blockchain Networks to process your transactions. Gas Fees are determined by network conditions, are not controlled by the Company, and no portion is received by the Company.
6.4 Third-Party and Partner Fees
Protocols and Partners may charge their own fees, including IntegratorFees. Such fees are not charged by or paid to the Company. You are responsible for understanding and paying any such fees.
6.5 Changes to Fees
The Company may modify its fee arrangements at any time. Changes apply to transactions initiated after the change takes effect and, where applicable, are reflected in API responses.
7. Acknowledgements and Representations
7.1 Your Representations and Warranties
By accepting these Terms, you represent and warrant to each Company Party that:
- you understand that Digital Assets are not legal tender, securities, units in a collective investment scheme, or any regulated investment, and confer no rights to profits or income from the Company;
- no regulatory authority has examined or approved these Terms, and provision of these Terms does not imply compliance with Applicable Laws;
- you have read and understood these Terms and the Privacy Policy;
- you are not, and are not acting on behalf of, a Disqualified Person, and you are not located in an Excluded Jurisdiction;
- you have full power and capacity to accept these Terms and perform your obligations;
- you have sufficient understanding of the operation, functionality, and risks of Digital Assets, Blockchain Networks, smart contracts, and decentralised finance;
- you are fully aware of and assume all risks associated with the Platform, the Services, Digital Assets, and DeFi activity;
- any Wallet you connect is owned and exclusively controlled by you, and is not a custodial or exchange-hosted address held by a third party;
- the Digital Assets you use have not been obtained through, and will not be used for, money laundering, terrorism financing, or any illegal act;
- you will not permit anyone other than you to access the Platform using your Wallet, and you will not interfere with the normal operation of the Services; and
- all of the foregoing are true, complete, accurate, and non-misleading at the time of acceptance and on each subsequent access.
7.2 No Warranties by the Company
You acknowledge that no Company Party makes, and each Company Party expressly disclaims, any representation or warranty in relation to the Platform, the Services, the API, any Calldata, any Protocol, or any Digital Asset, except as expressly and unambiguously set out in these Terms.
8. Risk Disclosures
DEFI AND DIGITAL ASSETS INVOLVE SUBSTANTIAL RISK. YOU MAY LOSE SOME OR ALL OF YOUR DIGITAL ASSETS. ONLY TRANSACT WITH ASSETS YOU CAN AFFORD TO LOSE.
8.1 General Risks
By using the Platform and Services, you acknowledge and accept the following risks:
- Market volatility: Digital Asset prices are highly volatile and may change dramatically in short periods.
- Smart contract risk: Protocol smart contracts may contain bugs, vulnerabilities, or errors, are generally immutable once deployed, and have been exploited historically — including bridges, DEXs, and lending protocols.
- Blockchain Network risk: Networks may experience congestion, forks, reorganisations, or attacks affecting transactions.
- Regulatory risk: The regulatory status of Digital Assets and DeFi is uncertain and evolving, and changes could adversely affect the Services or your ability to transact.
- Liquidity risk: Digital Assets may have limited liquidity, and you may not transact at desired prices or amounts.
- Counterparty and Protocol risk: Interacting with Protocols exposes you to governance risk, oracle failure, and Protocol exploits beyond the Company's control.
- Custody risk: You are solely responsible for your Wallet and keys; loss or compromise may cause permanent loss of Digital Assets.
- Technology risk: The Platform relies on technology that may experience failures, interruptions, or security incidents.
8.2 Leverage, Perpetuals, and Borrowing Risk
Routes involving leveraged positions, perpetual contracts, or borrowing carry additional risks including liquidation, funding costs, margin calls, and accelerated loss. These products are not suitable for all users. You represent that you understand these risks before executing any such Route.
8.3 Composition and Sequencing Risk
Multi-step Routes may fail at any step, may leave Digital Assets in an intermediate state, and cannot be reversed or completed by the Company. You assume all risk of partial completion.
8.4 No Regulatory Protection
The Platform is not regulated by any financial services authority. You have no access to any financial ombudsman, compensation scheme, or regulatory dispute-resolution mechanism in connection with your use of the Platform.
8.5 Assumption of Risk
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU ASSUME ALL RISKS IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE PLATFORM, THE API, AND THE SERVICES, AND THAT NO SMELTOR PARTY IS RESPONSIBLE FOR ANY LOSS YOU MAY INCUR.
9. Prohibited Uses
You may not use the Platform, the API, or the Services to engage in any of the following ("Prohibited Uses"):
- Unlawful activity, including any activity violating Applicable Laws or involving proceeds of unlawful activity;
- Abusive activity, including imposing unreasonable load on infrastructure, exceeding rate limits, transmitting malicious code, or attempting unauthorised access;
- Fraud or market manipulation, including front-running, wash trading, spoofing, or pump-and-dump schemes;
- Sanctions violations or transactions involving sanctioned persons or Excluded Jurisdictions;
- Money laundering, terrorism financing, or other financial crime;
- Infringement of intellectual property rights;
- Circumvention of geographic restrictions or eligibility requirements via VPN, proxy, or otherwise;
- Permitting others to access the Platform through your Wallet, or transacting for persons other than yourself in breach of these Terms;
- Reverse engineering, decompiling, copying, or creating derivative works of the API or Platform; or
- Providing regulated financial services to third parties using the API without holding the authorisations required in the relevant jurisdiction.
9.1 Enforcement
The Company may investigate suspected violations and take any action it deems appropriate, including suspending or terminating access, reporting to law enforcement or Governmental Authorities, and pursuing legal remedies.
10. Disclaimers
THE PLATFORM, THE API, AND THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITH ALL FAULTS, AND YOUR USE IS AT YOUR SOLE RISK.
To the fullest extent permitted by Applicable Laws, the Company Parties expressly disclaim all warranties, representations, and conditions of any kind, whether express, implied, or statutory, including: (a) implied warranties of merchantability, fitness for a particular purpose, and non-infringement; (b) any warranty that the Platform or Services will meet your requirements; (c) any warranty that access will be uninterrupted, timely, secure, or error-free; (d) any warranty that Calldata or any result will be accurate, optimal, or reliable at the time of execution; and (e) any warranty that the Platform will be free of harmful code.
The Company Parties are not liable for the conduct of any third party, including Partners, other Users, Protocols, Wallet providers, and Blockchain Network operators. The Company Parties make no guarantee as to the price or value of any Digital Asset.
11. Limitation of Liability
11.1 Exclusion of Damages
To the fullest extent permitted by Applicable Laws, no Company Party shall be liable for any Loss arising out of or relating to your use of the Platform, the API, or the Services, including any direct, indirect, special, incidental, or consequential Loss (including loss of revenue, income, profits, data, or Digital Assets), even if advised of the possibility. In particular, no Company Party is liable for Loss arising from: (a) your failure to secure your keys or Wallet credentials; (b) unauthorised access to your Wallet; (c) failures, delays, or errors in Blockchain Networks or Third-Party Services; (d) smart contract bugs, exploits, or vulnerabilities; (e) market volatility, slippage, or liquidation; (f) any AI agent's actions; (g) partial completion of a multi-step Route; (h) regulatory actions or changes in Applicable Laws; or (i) any cause beyond the reasonable control of the Company Parties.
11.2 Fee-Proportionate Liability Cap
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, THE AGGREGATE LIABILITY OF ALL SMELTOR PARTIES FOR ANY AND ALL CLAIMS SHALL NOT EXCEED THE TOTAL PROTOCOL REFERRAL FEES ACTUALLY RECEIVED BY THE COMPANY THAT ARE ATTRIBUTABLE TO YOUR TRANSACTIONS IN THE THIRTY (30) DAYS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE EXISTENCE OF MULTIPLE CLAIMS DOES NOT ENLARGE THIS LIMIT.
This cap reflects the limited nature of the Company's role as a provider of routing computation that never takes custody, never executes transactions, and never deploys smart contracts.
11.3 Essential Purpose
You acknowledge that the Company Parties have offered the Platform and Services and entered into these Terms in reliance on the disclaimers and limitations in these Terms, which form an essential basis of the bargain between the parties and shall apply notwithstanding the failure of essential purpose of any limited remedy.
12. Indemnification
To the fullest extent permitted by Applicable Laws, you shall indemnify, defend, and hold harmless each Company Party and its directors, officers, shareholders, affiliates, employees, agents, and service providers (each an "Indemnified Person") from and against any and all Loss (including reasonable legal fees) arising out of or in connection with: (a) your access to or use of the Platform, the API, or the Services; (b) your breach of these Terms; (c) your violation of any Applicable Laws; (d) your violation of any rights of any third party; (e) if you are a Partner, your end users' use of your product or service; (f) your use of an AI agent to interact with the API; or (g) any inaccurate or misleading information you provide.
The relevant Indemnified Person may, at your expense, assume the exclusive defence and control of any matter subject to indemnification, and you shall cooperate. You shall not settle any such matter without the prior written consent of the relevant Indemnified Person.
13. Intellectual Property
13.1 Ownership
All intellectual property in the Platform, the API, the routing and composition algorithms, and all associated software, content, trademarks, and designs (including the Smeltor brand) is owned by the Company's parent holding company and licensed to the Company for operation of the Services. Nothing in these Terms transfers any such intellectual property to you.
13.2 Restrictions
You may not: (a) modify, copy, or create derivative works of the Platform or API; (b) reverse engineer, disassemble, or decompile any part of the Platform; (c) use the Platform for any commercial purpose except as expressly permitted; (d) remove or alter any proprietary notice; or (e) sublicense or transfer your rights.
13.3 Feedback
If you provide any feedback, suggestions, or ideas regarding the Platform or Services, you grant the Company a perpetual, irrevocable, non-exclusive, royalty-free, worldwide, sublicensable licence to use, copy, modify, and incorporate such feedback for any purpose without obligation to you.
14. Privacy
Your use of the Platform and Services is subject to our Privacy Policy, which is incorporated into these Terms by reference. Please review it to understand our practices regarding the collection, use, and disclosure of information.
15. Taxes
You are solely responsible for determining and paying all taxes, duties, and assessments applicable to your use of the Services and any Digital Asset transactions, and for all related reporting to Governmental Authorities. The Company does not provide tax advice and is not responsible for your tax obligations.
16. Term and Termination
16.1 Term
These Terms commence when you first access or use the Platform or API and remain in effect until terminated.
16.2 Termination by You
You may terminate these Terms at any time by ceasing all use of the Platform, the API, and the Services. Termination does not affect any transaction already initiated or completed.
16.3 Termination by the Company
The Company may suspend or terminate your access at any time, for any reason or no reason, with or without notice, including for breach of these Terms, suspected fraudulent or illegal activity, requests by Governmental Authorities, or discontinuation of the Services.
16.4 Effect of Termination
Upon termination, your right to use the Platform and Services ceases immediately, you remain responsible for obligations incurred before termination, and the Company has no liability to you for the termination.
16.5 Survival
Sections 2, 4.2, 7, 8, 10, 11, 12, 13, 15, 17, and 18 survive any termination of these Terms.
17. Governing Law and Dispute Resolution
17.1 Governing Law
These Terms, and any dispute or claim arising out of or in connection with them (including non-contractual disputes), are governed by and construed in accordance with the laws of the Cayman Islands, without regard to conflict of law principles. These Terms are not governed by the laws of Singapore, the United States, the United Kingdom, or the European Union.
17.2 Informal Resolution
Before commencing any formal proceeding, you agree to contact the Company at legal@smeltor.com and attempt in good faith to resolve the dispute informally within thirty (30) days of notice.
17.3 Binding Arbitration
ANY CLAIM, SUIT, OR DISPUTE ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, INCLUDING ANY QUESTION OF THEIR EXISTENCE, VALIDITY, OR TERMINATION, SHALL BE REFERRED TO AND FINALLY RESOLVED BY BINDING ARBITRATION UNDER THE RULES OF THE INTERNATIONAL CHAMBER OF COMMERCE (ICC).
The seat of arbitration shall be the Cayman Islands. The language shall be English. The arbitration shall be conducted by a single arbitrator, unless the amount in controversy exceeds USD 500,000, in which case three arbitrators shall be appointed. The award shall be final and binding, and judgment may be entered in any court of competent jurisdiction.
17.4 Class Action Waiver
YOU IRREVOCABLY WAIVE ALL RIGHTS TO PROCEED IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. ALL CLAIMS MUST BE BROUGHT INDIVIDUALLY.
17.5 Jury Trial Waiver
TO THE EXTENT PERMITTED BY APPLICABLE LAWS, YOU AND THE COMPANY EACH WAIVE THE RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS.
17.6 Equitable Relief
Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or prevent irreparable harm.
18. General Provisions
Entire agreement. These Terms, together with the Privacy Policy, constitute the entire agreement between you and the Company regarding the Platform and supersede all prior agreements and understandings.
Severability. If any provision is found invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions continue in full force.
No waiver. The Company's failure to enforce any provision is not a waiver of that provision or any right.
Assignment. You may not assign these Terms without the Company's prior written consent. The Company may assign without restriction. Any purported assignment in violation is void.
Force majeure. The Company is not liable for any failure or delay caused by circumstances beyond its reasonable control, including acts of God, government action, war, pandemic, failures of Third-Party Services, or Blockchain Network disruptions, forks, or attacks.
No third-party beneficiaries. These Terms create no third-party beneficiary rights except for the Indemnified Persons as expressly provided.
Relationship of parties. Nothing in these Terms creates any partnership, joint venture, agency, or employment relationship. You have no authority to bind the Company.
Electronic communications. You consent to receive communications electronically, and agree that your acceptance of these Terms (including by Wallet signature or first API call) has the same legal effect as a physically signed contract and satisfies any requirement that communications be in writing.
Language. These Terms are prepared in English; the English version prevails over any translation.
Complaints. To raise a complaint, contact legal@smeltor.com with a description of the complaint and any supporting information. The Company will use reasonable efforts to respond within fourteen (14) business days. This does not limit any rights you may have under Applicable Laws.
Contact. legal@smeltor.com | smeltor.com
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