Terms of Service

Last update: 29 October 2024

Preamble

These Terms of Service (“ToS”) govern the website-hosted user interface accessible from the web domain https://taparooswap.com/ (the “Website”).

The Website is made available by Giga Brain Ltd. Panama City, Panama (the “Company”).

The Website is designed to facilitate the access by users to the Taparoo decentralized services, which consist of decentralized financial applications built on top of Bitcoin and TAP Protocol (the “Services”).

At the moment, the Services accessible through the Website are:

The “Swap,” which allows users to exchange their crypto-assets with other crypto-assets;
The “Marketplace,” which allows users to trade crypto-assets with other users;
The “Bridge,” which allows users to bridge crypto-assets between Ethereum and TAP Protocol.

The ToS, the Privacy Policy, and the Cookie Policy are collectively referred to as the “Agreement.” The features of the Website are the ones available on the date of your access.

The Website and its domain are the exclusive property of the Company.

Please read the Agreement carefully before using the Website and the Services. By accessing and using any part of the Website, you agree to become bound by the Agreement. If you do not agree to all the terms and conditions of the Agreement, we kindly invite you to leave the Website.

The Company does not offer financial services, nor does it aim to encourage investments in crypto-assets, nor does it provide financial advice, nor does it carry out any activities reserved for licensed crypto asset/virtual assets service providers under any legislation. This Website is provided as a mere tool to enable users to engage in crypto-asset related operations, with no endorsement or recommendation of crypto-asset trading activities.

In any case, the Website is exclusively intended for individuals located in Panama. We do not encourage individuals located in other countries to access the Website, nor do we advertise the Website and the Services in other countries.

By using the Website and entering into the Agreement, you also acknowledge the fully decentralized and disintermediated nature of the Services, as explained in the next clause.

Fully Decentralized and Disintermediated

The Services are fully decentralized and disintermediated because of the following features:

Compared to centralized finance, where a central authority has control over users’ accounts, the Infrastructural Layer used by the Services is the Bitcoin blockchain, the most distributed ledger in the world, in addition to the “TAP Protocol,” which are both peer-to-peer communication protocols that maintain user account balances without a central authority (“Infrastructural Layer”). In simple terms, the Company has no control over the Infrastructural Layer, which is managed in a fully automated manner, without any intermediary having control over it.
The software architecture/smart contracts on which the Services are based (“Architecture”) do not rely on intermediaries to function, as they automatically execute operations without the need for clearance from central authorities.
The Website, which serves as the user/front-end interface for accessing the Services, although provided by the Company, is merely an electronic tool to facilitate users' interaction with the underlying Infrastructural Layer and Architecture. The Company has no power to restrict the access of a given user or exercise control over its order/operation carried out through the Services.
The Company does not provide the Infrastructural Layer and the Architecture; it provides only the Website, thus contributing to decentralizing and disintermediating the Services.
Despite giving access to the Services, the Website is a distinct element of the Services and is one, not the exclusive means to access them.
The Company does not provide custody or administration of crypto-assets to users, in the sense that the Company does not safekeep or control users' crypto-assets, nor does the Company assume any fiduciary obligation toward the user.
Neither does it operate the Services, which run autonomously given the functioning of the Infrastructural Layer and the Architecture described above.
The Company does not directly receive, transmit, or execute any orders of crypto-assets on behalf of users, as the Website acts as a mere router/relayer.
The Website is not designed to provide users access to their crypto-assets; it is nothing more than graphical user interfaces (GUIs) that allow a user to interact with the Infrastructural Layer and the Architecture.

Due to the above, the Company has no control over the Services, which are provided in a fully decentralized manner without any intermediary.

Any reference to TAP Protocol, or any other trademark belonging to or technology provided by TRAC Systems UG, is meant to elucidate the technology on which the Services are based, and citations and use of trademarks have been duly authorized by TRAC Systems UG.

Acceptance of the ToS

The acceptance of the ToS is presumed on the basis of your use.

In order to avoid collecting your data, we do not require any registration. However, to use the Services you must use a non-custodial wallet software, which allows you to interact with public blockchains. Your relationship with that non-custodial wallet provider is governed by the applicable terms of service. We do not have custody or control over the contents of your wallet and have no ability to retrieve or transfer its contents. By connecting your wallet to our Website, you agree to be bound by this Agreement and all of the terms incorporated herein by reference.

Fees

The development, maintenance, and updating of the Website incur costs for the Company, which is why our Company reserves the right to apply fees on transactions you carry out using the Services through our Website. The applicable fees are those in effect on the date you access the Site, and we reserve the right to remove or modify them at our discretion.

In addition to the above, you should know that 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 the Company, you will be solely responsible to pay the Gas Fees for any transaction that you initiate via the Website.

Conditions of Use for the User

The User acknowledges and accepts that:

Not to use the Website in an improper manner, for purposes that are not permitted by law or contrary to morality, to spread computer viruses, to perform activities that may compromise the security of the Website or damage it, or to access the Website using automated tools (such as collection bots, robots, spiders, or scrapers);
Not to violate any term of the Agreement applicable to you, depending on the applicable laws and/or of the country in which you are located and/or of the country in which you reside, or in any case applicable to the activities you carry out;
To respect the rights of the Company and/or of Third Parties;
Not to copy, use, disclose, or distribute any information obtained from the Website in violation of the law, either directly or through Third Parties, without the consent of the respective owners;
Not to infringe the Company’s Intellectual Property Rights, and in particular, without limitation, not to use the word “Taparoo” or Company’s logos in any company name, email, or URL;
Not to infringe the Intellectual Property Rights of Third Parties, including copyrights, patents, trademarks, trade secrets, or other proprietary rights;
Not to reverse engineer, decompile, disassemble, decipher, or otherwise attempt to decode the source code of the Website or any related technology that is not open source;
Not to insinuate or claim to be affiliated with or referred by the Company without the Company’s express consent;
Not to represent or communicate information about the Company and what it provides through the Website in a manner that is different from what the Company represents through the Website;
In the case of confidential and early access to certain functions under development, covered by a confidentiality agreement with the Company, not to disclose such confidential information in any way;
Not to monitor the availability, performance, or functionality of the Website for any competitive purposes;
Not to engage in 'framing', 'mirroring', or otherwise simulating the appearance or function of the Website;
Not to interfere with the operation of the Website or use an unreasonable load on it (e.g., spam, Denial of Service (DoS) attacks, viruses, game algorithms);
Not to violate any rules or additional terms posted by the Company on the Website, it being understood that all such rules form an integral and substantial part of the ToS;

The User acknowledges and accepts that:

The Company will process the User's Data in accordance with the provisions of the Privacy Policy;
The Company will provide the Website according to the needs related to any scheduled or extraordinary and unmissable maintenance work;
The costs of connection to the Internet network, and those possibly related to the connection modalities, are at the User's expense.

User Requests

The User may address requests to the Company through the contact information available on the Website. You may send requests, by way of example - and not limited to - submit ideas to or share doubts with the Company.

If the User provides ideas, suggestions, or other feedback in connection with the use of the Website ("Feedback"), such Feedback is not confidential and may be used by the Company without restriction and without payment to the User.

The Company will process the Data transmitted by the User when contacting the Company for the sole purpose of executing the issue governed by the ToS, and therefore on the basis of assumptions of a contractual nature, in accordance with the provisions of the Privacy Policy.

Rights of the Company

The Company has the right to:

Modify, update, replace, suspend, or limit the Website at any time.
Analyze Website traffic to understand usage patterns or manage improvements.
Address operational or technical issues (e.g., page loading anomalies).
Conduct monitoring activities to repel and prevent cyber-attacks and fraud.

Warranty Exclusions and No Assistance

The Website is provided on an "AS IS" and "AS AVAILABLE" basis and the Company makes no warranties, express or implied (including the implied warranties of non-infringement, merchantability, and fitness for a particular purpose), and may be temporarily inaccessible or otherwise defective or delayed.

The Company will not, under any circumstances, be liable if one or more features are temporarily or permanently inaccessible.

In particular, the Company makes no warranty as to:

The suitability of the Website with respect to the needs of the User;
The availability of, and the absence of errors in, the Website;
The quality of the Website;
The correction of any technical errors of the Website.

Any material accessed, downloaded, or otherwise obtained through the use of the Website is done at the User’s own discretion and risk, and the User will be solely responsible for any damage to the User’s computer system or loss of data that results from the download of any such material. No advice or information, whether oral or written, obtained by the User from the Company or through or from the Website will create any warranty not expressly stated in the Agreement.

The Company does not guarantee the provision of technical assistance in relation to the Website.

Non Custodial and No Fiduciary Duty

The Website is a purely non-custodial application, meaning we do not ever have custody, possession, or control of your crypto-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. 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.

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.

Limitation of Liability and Indemnity

In accordance with the general global regulations on liability exemptions for information technology service providers, the Company cannot be held liable for the information transmitted or accessed by users through the Website. In particular, the Company shall not be liable for the information transmitted or accessed, on condition that the Company: (a) does not initiate the transmission; (b) does not select the receiver of the transmission; and (c) does not select or modify the information contained in the transmission.

As a result of providing you access to Services through our Website, you will have the chance to view and purchase crypto-assets offered by third parties. Such parties are independent from us, and we have no control over the crypto-assets or any content, information, or other materials offered by such third parties. If you believe that any crypto-asset made available on the Services is unlawful or you believe that any trademark or graphic illustration accompanying them violates your trademark or your copyrighted work, despite our position as providers of mere web-hosted user interfaces, we will receive your notices pertaining to such infringements and will take appropriate actions within the limited scope of our role. You may submit such notices using the contact details indicated on our Website or below.

You agree to indemnify and hold the Company, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensees from any and all losses, costs, liabilities, and expenses (including reasonable attorneys' fees) relating to or arising out of any and all of the following: (i) your use of or inability to use any of the Company property; (ii) your breach of Agreement; (iii) your violation of any rights of any Third Party or User; (iv) your violation of any applicable law, rule, or regulation. The Company reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will cooperate fully with the Company in asserting any available defences. You agree that the provisions of this present clause will survive any termination of the Agreement.

By using the Website, you understand that you are not buying or selling crypto-assets from us and that we do not operate any liquidity pools on the Services or control trade execution on the Services. When traders pay fees for trades, those fees accrue to liquidity providers for the Protocol. As a general matter, the Company is not a liquidity provider into liquidity pools, and liquidity providers are independent third parties.

You agree and understand that: (a) all trades you submit through the Website and any of the Services are considered unsolicited, which means that they are solely initiated by you; (b) you have not received any investment advice from us in connection with any trades, including those you place via our Auto Routing API; and (c) we do not conduct a suitability review of any trades you submit.

Intellectual Property

Unless otherwise indicated on the Website with specific reference to certain items on the Website, the Company is the exclusive owner of all Intellectual Property Rights in the Website.

All the Company trademarks, trade names, logos, domain names, and any other features of the Company brand are the sole property of the Company or its licensors. The ToS does not grant you any rights to use any of such features whether for commercial or non-commercial use.

The provision of the Website by the Company will not be considered as an assignment or licensing by the Company in favour of you of any Intellectual Property Right on the Website.

Legal Disclaimers and Assumption of Risks

By accessing and using the Website, 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 crypto-assets such as Bitcoin, so-called stablecoins, and other digital tokens.

In particular, you 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 token, including fake versions of existing tokens and tokens that falsely claim to represent projects, and acknowledge and accept the risk that you may mistakenly trade 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 understand that blockchain-based transactions are irreversible when confirmed and are executed and settled automatically.

In summary, you acknowledge that we are not responsible for any of these variables or risks, do not own or control the Infrastructural Layer or the Architecture, and cannot be held liable for any resulting losses that you experience while accessing or using the Website and the Services. Accordingly, you understand and agree to assume full responsibility for all of the risks of accessing and using the Website and the Services.

Users who are resident in certain jurisdictions where crypto-assets related operations are prohibited may not be allowed to access the Website. In any case, the Website is intended for such individuals other than the ones located in Panama.

Contract Changes

The Company reserves the right at any time to modify this Agreement and any legal document present on the Website, or to add at any time new or additional terms or conditions on your use of the Website. Such modifications and additional terms and conditions will be effective immediately and incorporated into this Agreement. Your continued use of the Website will be deemed acceptance thereof.

How to Contact Us

Contact details are available on the Website. For general information, you may reach us at [email protected].

Miscellaneous

The Agreement regulates the relationship between the Company and the User and does not create rights in favour of, nor obligations against, Third Parties.

Any tolerance by the Company of the conduct of the Users in violation of the provisions contained in the Agreement does not constitute a waiver of the rights arising from the provisions violated, nor the right to require the exact fulfilment of all terms and conditions therein.

The Company does not provide the Website and features to individuals who do not have the legal capacity to act to accept the Agreement as set out in their home country's legislation.

The rights and remedies included herein are not exclusive, but are in addition to any other rights and remedies available under applicable law.

Any limitation or exclusion of liability provided for in favour of the Company in the Agreement will apply to the fullest extent permitted by law.

Applicable Law and Jurisdiction

The Agreement is governed by the law of the state of Panama. Any dispute concerning the interpretation, execution, termination, or validity of the Agreement will be submitted to the exclusive jurisdiction of the Panama Courts.

Should the provisions of this Clause be inapplicable according to the mandatory rules of the country of the Users, then the applicable law and the competent Court will be determined according to the laws of such country.

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.