Sorella Labs Terms of Service
Last Updated: May 1, 2025
These Terms of Service (the “Agreement” or “Terms”) explain the terms and conditions by which you may access and use the Products (as defined below) provided by Sorella Labs, Inc. (referred to herein as “Sorella Labs”, “we”, “our”, or “us”). The Products shall include, but shall not necessarily be limited to, (a) https://sorellalabs.xyz/ and https://angstrom.xyz/ (each a “Website”), (b) Angstrom, a website-hosted user application and interface (the “Interface”) which is a fully permissionless, decentralized finance (“DeFi”) protocol (the “Protocol”) that provides native maximal extractable value (“MEV”) protection to DeFi traders (“Angstrom”), and (c) any other websites, products, and services that link to https://sorellalabs.xyz/ or this Agreement (together with the Websites and the Interface, 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) 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. 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.
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.
1. Our Products
1.1 The Interface and the Protocol
The Interface provides a web or mobile-based means of access to the Protocol, other Sorella Labs Products, and other decentralized applications and protocols like Uniswap that allow users to trade certain compatible digital assets. The Protocol comprises open-source or source-available self-executing smart contracts that are deployed on various public blockchains, such as Ethereum. The Products, such as Angstrom, interact with other protocols like Uniswap, but are separate and distinct from them. Angstrom is designed to integrate with Uniswap V4 as a hook, utilizing its own off-chain node network to manage transaction sequencing and auctions. By using the Products, users understand that they are not buying or selling digital assets directly from Sorella Labs, and Sorella Labs does not control or operate any liquidity pools on Uniswap or any other protocols. Sorella Labs does not act as a liquidity provider for any liquidity pool, and all such liquidity providers are independent third-parties. While the Products primarily integrate with Ethereum, the Products are also designed to be adaptable to various “Layer 2” solutions deployed on Ethereum (such as blockchains that are considered Ethereum Virtual Machined (“EVMs”) that are designed to ensure the Ethereum blockchain can effectively process more transactions or other blockchains and may be referred to as “Layer 2” solutions), potentially expanding their reach through future integrations. Digital assets used across different blockchain networks, including those bridged or wrapped for compatibility with Layer 2 solutions, remain distinct from their original Ethereum mainnet counterparts.
1.2 Digital Wallet
To access and participate in the Interface and certain features of the Products, you will need to connect a supported third-party, non-custodial digital asset wallet, such as MetaMask or any other wallet compatible with WalletConnect (a “Digital Wallet”), to the Products. All Digital Wallet services are Third-Party Services (as defined below) within the meaning of these Terms. By using a Digital Wallet in connection with the Products, you agree that you are using that wallet under the terms and conditions of the applicable wallet provider of such Third-Party Service. Digital Wallets are non-custodial and not operated by, maintained by, or affiliated with Sorella Labs, and Sorella Labs does not have custody or control over the contents and assets of any Digital Wallet, and does not have the ability to retrieve or transfer the contents or assets of any Digital Wallet. Sorella Labs accepts no responsibility for, or liability to you, in connection with your use of any Digital Wallet, and makes no representations or warranties regarding how the Products will operate with any specific Digital Wallet.
If you elect to purchase any digital asset, or make a payment in connection with any Product using a digital asset, through the Digital Wallet that you have connected to the Products (each such action, a “Payment”), you acknowledge and agree that any such Payment transactions will be conducted solely through the blockchain network governing the digital asset and that Sorella Labs has no control over such Payments, nor does Sorella Labs have the ability to reverse any such Payments. You acknowledge and agree that certain Payment transactions may be carried out by Third-Party Services (as defined below), and that Sorella Labs has no control over such Payments, nor does Sorella Labs have the ability to reverse any such Payments. Accordingly, Sorella Labs will have no liability to you or to any third-party for any claims or damages that may arise as a result of any Payments or other transactions that you make through the Products. In certain cases, your transactions through the Products may not be successful due to an error with the Digital Wallet. Sorella Labs accepts no responsibility or liability to you for any such failed transactions, or any transaction or gas fees that may be incurred by you in connection with such failed transactions. You are solely responsible for keeping your Digital Wallet secure, and you should never share your Digital Wallet credentials, private key or seed phrase with anyone. If you discover an issue related to your Digital Wallet, please contact the third-party provider of the Digital Wallet. By connecting your Digital Wallet to the Interface or any Product, you agree to be bound by this Agreement and all the terms incorporated herein by reference.
1.3 Angstrom
Angstrom is a DeFi protocol designed to revolutionize and improve the way liquidity is managed and transactions are executed on decentralized exchanges (“DEXs”) like Uniswap, and on public blockchains like Ethereum. By leveraging a novel exchange model built on Uniswap V4, Angstrom introduces a system where applications regain control over transaction ordering. This approach addresses a significant issue faced by liquidity providers (“LPs”) on traditional DEXs, where they are often exposed to constant arbitrage by sophisticated traders. Angstrom redirects this arbitrage competition to benefit LPs by holding its own MEV auction in an app-specific mempool. In this auction, arbitrageurs must bid directly to LPs for the right to arbitrage, ensuring that value flows back to LPs instead of being captured by block producers. Angstrom also has the ability to execute all user trades in a block at a uniform price, eliminating sandwich attacks and transforming the trading experience. Unlike traditional DEXs that process trades one-by-one, Angstrom's architecture is designed so that users are not vulnerable to such attacks. Furthermore, Angstrom's design protects LPs by enabling them to offer more competitive fees and fostering a more sustainable on-chain liquidity environment.
Angstrom's architecture features two primary components: Protected Liquidity Pools and the Angstrom Network. The protected liquidity pools operate on Uniswap V4, secured by an Angstrom hook that ensures only staked Angstrom nodes can execute swaps. The Angstrom Network is a decentralized node network with open-source logic for sequencing and executing trades. This network leverages restaking infrastructure for crypto-economic security, ensuring that validators have strong incentives to behave honestly. Trades are executed through a process where a user specifies a limit price for their order, the order is validated, broadcast to validators, bundled into optimized transactions, and settled on Ethereum. This process involves two distinct auctions: one for arbitrage orders and another for other swap orders, ensuring efficient price alignment and competitive trading conditions. By using Angstrom, users acknowledge that they understand and agree to these operational features, mechanisms, and executions.
1.4 Feedback
We appreciate feedback, comments, ideas, proposals and suggestions for improvements to our Products (“Feedback”). If you choose to submit Feedback, you grant Sorella Labs a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property or other rights that you own or control to use, copy, modify, create derivative works based upon, make, have made, sell, offer for sale, import and otherwise exploit in any manner or medium whatsoever known now or in the future, your Feedback for any purpose, without compensation to you. For the avoidance of doubt, and to the extent permissible, Feedback includes any feedback, comments, ideas, proposals or suggestions provided to, or accessed by, Sorella Labs through any Third-Party Content or Third-Party Services (as those terms are defined below).
1.5 Third-Party Services and Content
The Interface and the products may allow you to view, access, use, or interact with certain informational content and resources of one or more third parties (collectively, “Third-Party Content”), and certain websites, products, integrations, applications, services and protocol functionality of one or more third parties (collectively, “Third-Party Services”), including but not limited to Digital Wallets, and exchanges and trading platforms such as Uniswap. Sorella Labs provides access to Third-Party Content and Third-Party Services as a convenience only, and such access does not constitute Sorella Labs’ approval, endorsement, or control of any such Third-Party Content or Third-Party Service. Sorella Labs does not verify, curate, or control Third-Party Content, and does not control Third-Party Services. You acknowledge sole responsibility for, and assume all risk arising from, your access to, reliance upon, or use of any Third-Party Content or Third-Party Service. Sorella Labs disclaims all responsibility and liability for any losses due to your reliance or use of such content or services. Your use of Third-Party Content and Third-Party Services through the Interface and the Products is governed by these Terms and any applicable terms and conditions under which the Third-Party Content and Third-Party Services are offered. Dealing or correspondence with any third-party that provides such content or services is solely between you and that third-party. You, and not Sorella Labs, will be responsible for any and all Third-Party Fees and Transaction Fees (as each is defined below) associated with your use of any Third-Party Services. Your use of Third-Party Services may be subject to the separate policies, terms of use, and/or fees and charges of such Third-Party Service providers. Sorella Labs reserves the right to change, suspend, remove, disable, or impose access restrictions or limits on the use of any Third-Party Content or Third-Party Service at any time, without notice.
Some Third-Party Services will provide us with access to certain information that you have provided to third parties, including through such Third-Party Services, and we will use, store and disclose such information in accordance with our Privacy Policy. For more information about the implications of activating Third-Party Services and our use, storage and disclosure of information related to you and your use of such Third-Party Services within our Products, please see our Privacy Policy. Sorella Labs has no control over and is not responsible for such Third-Party Services, including for the accuracy, availability, reliability, or completeness of information shared by or available through Third-Party Services, or the privacy practices of any Third-Party Services. We encourage you to review the privacy policies of each third party that provides Third-Party Services prior to using such services.
2. Modifications of this Agreement or the Products
2.1 Modifications of this Agreement
We reserve the right, in our sole discretion, to modify this Agreement from time to time. If we make any material modifications, we will notify you by updating the date at the top of the Agreement and by maintaining a current version of the Agreement at https://sorellalabs.xyz/terms-of-service. All modifications will be effective when they are posted, and your continued accessing or use of any of the Products will serve as confirmation of your acceptance of those modifications. If you do not agree with any modifications to this Agreement, you must immediately stop accessing and using all of our Products.
2.2 Modifications of the Products
We may from time to time in the future offer additional products, and such additional products shall be considered a Product as used herein, regardless of whether such product is specifically defined in this Agreement.
We reserve the following rights, which do not constitute obligations of ours: (a) with or without notice to you, to modify, substitute, eliminate 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.
3. Intellectual Property Rights
3.1 IP Rights Generally
Sorella Labs owns all intellectual property and other rights in each of its proprietary Products and their respective contents, including, but not limited to, software, text, images, trademarks, service marks, copyrights, patents, designs, and its "look and feel." This intellectual property is available under the terms of our copyright licenses. For open source components, the applicable open source licenses govern their use, modification, and distribution. These licenses may include permissive licenses like the MIT License or Apache License, which allow for broad use and modification, or copyleft licenses like the GNU General Public License (GPL), which require derivative works to remain open source under the same license.
You acknowledge that when using our proprietary Products, you are granted a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use them solely in accordance with this Agreement. You agree not to use, modify, distribute, tamper with, reverse engineer, disassemble, or decompile any of our proprietary Products for any purpose other than as expressly permitted pursuant to this Agreement. Except as set forth in this Agreement, we grant you no rights to any of our proprietary Products, including any intellectual property rights.
For open source components, you must comply with the terms of the applicable open source licenses. This includes providing the source code, maintaining copyright notices, and adhering to any other requirements specified in the license. Failure to comply with these terms may result in copyright infringement claims and legal action.
By using any of our Products, you grant us a worldwide, non-exclusive, sublicensable, royalty-free license to use, copy, modify, and display any content, including but not limited to data, text, materials, images, files, communications, comments, feedback, suggestions, ideas, concepts, questions, data, or otherwise, that you post on or through any of our Products for our current and future business purposes, including to provide, promote, and improve the services. You grant to us a non-exclusive, transferable, worldwide, perpetual, irrevocable, fully-paid, royalty-free license, with the right to sublicense, under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon any suggestions or feedback for any purpose.
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 material that you list, post, promote, or display on or through any of our Products. You represent and warrant that such content does not contain material subject to copyright, trademark, publicity rights, or other intellectual property rights, unless you have necessary permission or are otherwise legally entitled to post the material and to grant us the license described above, and that the content does not violate any laws.
3.2 DMCA Complaints
While the Products merely aggregate data and results from the Ethereum network, Sorella Labs will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act ("DMCA") and other applicable intellectual property laws with respect to any alleged or actual infringement of an intellectual property right. A notification of claimed copyright infringement should be submitted to Sorella Labs by emailing: contact@sorellalabs.xyz.
If you choose to write to us, your notice must include:
Identification of the copyrighted work(s), trademark, publicity rights, or other intellectual property rights that you claim is being infringed;
Identification of the allegedly infringing material that is requested to be removed, including a description of the specific location (i.e., urls) on the Interface of the material claimed to be infringing, so that we may locate the material;
Your contact information -- including your full legal name and email address;
A declaration that contains all of the following:
A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the intellectual property rights owner, its agent, or the law;
A statement that the information in the notice is accurate;
A statement under penalty of perjury that you are authorized to act on behalf of the intellectual property owner of the intellectual property that is allegedly being infringed.
Your physical or electronic signature.
3.3 Third-Party Promotions
Our Products may contain references or links to Third-Party Content, 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.
3.4 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 the law.
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.
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 to unlawfully obtain the property of another.
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, and wash trading.
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.
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.
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.
4.2 Trading
You agree and understand that: (a) all trades you submit through any of our Products 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; and (c) we do not conduct a suitability review of any trades you submit.
4.3 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. 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.
4.4 No Broker-Dealer or Money Transmitter Activities
You acknowledge that Sorella Labs does not currently engage in either Broker-Dealer Activities or Money Transmitter Activities (as each are defined below). However, if Sorella Labs is deemed to be engaging in such activities, you agree to comply with all applicable laws and regulations, including but not limited to those related to securities and money transmission. This includes any registration requirements, reporting obligations, and anti-money laundering (AML) and know-your-customer (KYC) procedures.
You agree not to use the Products in ways that could classify Sorella Labs as a broker-dealer or money transmitter, including soliciting securities transactions or providing investment advice, transmitting funds on behalf of third parties or acting as a payment intermediary, or circumventing any AML/KYC requirements under the Bank Secrecy Act (31 U.S.C. § 5311 et seq.) that may be required.
For the purposes of this Agreement, "Broker-Dealer Activities" refers to any activities that may be considered as engaging in the business of buying or selling securities, or offering investment advice, as defined by applicable securities laws. "Money Transmitter Activities" refers to any activities that involve the transmission of funds or value, as defined by applicable money transmission laws.
4.5 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.
Your use of our Products or the 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.
More specifically, you acknowledge that any fees or income you receive from the Angstrom protocol for providing liquidity, including but not limited to fees from arbitrage auctions and transaction ordering, may be subject to taxation in your jurisdiction. You are solely responsible for determining the tax implications of receiving such fees and for reporting and paying any applicable taxes. Sorella Labs does not provide tax advice or services and will not withhold any taxes on your behalf.
You understand that the tax laws and regulations applicable to digital assets and DeFi transactions are complex and evolving. It is your responsibility to consult with a tax professional to ensure compliance with all applicable tax laws and regulations in your jurisdiction. Sorella Labs will not be liable for any tax-related obligations or penalties arising from your use of the Angstrom protocol.
By using the Angstrom protocol, you agree to hold harmless Sorella Labs and its affiliates for any claims, damages, or losses arising from your failure to comply with tax laws or regulations. You acknowledge that Sorella Labs may be required to report certain transactions or income to relevant tax authorities, but this does not relieve you of your responsibility to report and pay taxes on any income received from the Angstrom protocol.
4.6 Transaction Fees and Third-Party Fees
By accessing or using the Interface or the Protocol, you may be charged applicable fees, including any fees required to execute any Protocol transaction, such as transaction, processing, service, or hosting fees, blockchain gas, or similar network fees (collectively, “Transaction Fees”). Where applicable, we will disclose an estimate of the amount of Transaction Fees we will charge or pass through to you for the applicable Product at the time you access, use, or otherwise transact with such Product, however, the final amount of such Transaction Fees will only be known and determined after a transaction is processed, and may vary depending on your Digital Wallet provider. Although we will attempt to provide accurate Transaction Fee information, any such information reflects only an estimate of such fees, which may vary from the fees actually paid to use the Products and interact with the applicable blockchain with which the Products are compatible. In addition, your Digital Wallet provider may impose a fee to transact using the Products. Sorrella Labs is not responsible for any fees charged by a third party (“Third-Party Fees”). You agree to pay any applicable fees, including Transaction Fees, Third-Party Fees, and hosting fees, in connection with your use of and transactions using the Products. All transactions processed through the Products are non-refundable.
4.7 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. NOTICES AND DISCLAIMERS
5.1 ASSUMPTION OF RISK -- GENERALLY
BY ACCESSING AND USING ANY OF SORELLA LAB'S PRODUCTS, INCLUDING THE ANGSTROM PROTOCOL, YOU REPRESENT THAT YOU POSSESS THE NECESSARY FINANCIAL AND TECHNICAL SOPHISTICATION TO UNDERSTAND THE INHERENT RISKS ASSOCIATED WITH CRYPTOGRAPHIC AND BLOCKCHAIN-BASED SYSTEMS. THIS INCLUDES A WORKING KNOWLEDGE OF DIGITAL ASSETS SUCH AS ETHER (ETH), STABLECOINS, AND OTHER DIGITAL TOKENS, INCLUDING THOSE FOLLOWING THE ETHEREUM TOKEN STANDARD (ERC-20).
YOU ACKNOWLEDGE THAT MARKETS FOR THESE DIGITAL ASSETS ARE NASCENT AND HIGHLY VOLATILE DUE TO VARIOUS RISK FACTORS, INCLUDING ADOPTION, SPECULATION, TECHNOLOGY, SECURITY, AND REGULATION. YOU UNDERSTAND THAT ANYONE CAN CREATE A TOKEN, INCLUDING FAKE VERSIONS OF EXISTING TOKENS OR TOKENS THAT FALSELY CLAIM TO REPRESENT PROJECTS. YOU ACCEPT THE RISK THAT YOU MAY MISTAKENLY TRADE THESE OR OTHER TOKENS. ADDITIONALLY, YOU RECOGNIZE THAT 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.
YOU FURTHER UNDERSTAND THAT SMART CONTRACT TRANSACTIONS AUTOMATICALLY EXECUTE AND SETTLE, AND THAT BLOCKCHAIN-BASED TRANSACTIONS ARE IRREVERSIBLE WHEN CONFIRMED. YOU ACKNOWLEDGE AND ACCEPT 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. YOU ALSO ACKNOWLEDGE THE RISKS ASSOCIATED WITH TRADING CRYPTOGRAPHIC TOKENS.
IF YOU ACT AS A LIQUIDITY PROVIDER TO THE ANGSTROM PROTOCOL THROUGH THE INTERFACE, YOU UNDERSTAND THAT YOUR DIGITAL ASSETS MAY LOSE SOME OR ALL OF THEIR VALUE WHILE THEY ARE SUPPLIED TO THE PROTOCOL DUE TO FLUCTUATIONS IN TOKEN PRICES WITHIN A TRADING PAIR OR LIQUIDITY POOL. YOU ACKNOWLEDGE THAT ANGSTROM'S UNIQUE FEATURES, SUCH AS ITS MEV AUCTION AND UNIFORM PRICING MECHANISM, MAY INTRODUCE ADDITIONAL RISKS OR COMPLEXITIES THAT YOU MUST UNDERSTAND AND MANAGE.
YOU ACKNOWLEDGE THAT SORELLA LABS DOES NOT CREATE, OWN, OR OPERATE CROSS-CHAIN BRIDGES AND MAKES NO REPRESENTATION OR WARRANTY ABOUT THE SAFETY OR SOUNDNESS OF ANY CROSS-CHAIN BRIDGE, INCLUDING ITS USE FOR GOVERNANCE PURPOSES.
IN SUMMARY, YOU ACKNOWLEDGE THAT SORELLA LABS IS NOT RESPONSIBLE FOR THESE VARIABLES OR RISKS, AND CANNOT BE HELD LIABLE FOR ANY RESULTING LOSSES YOU EXPERIENCE WHILE ACCESSING OR USING ANY OF OUR PRODUCTS. YOU AGREE TO HOLD HARMLESS SORELLA LABS AND ITS AFFILIATES FOR ANY CLAIMS, DAMAGES, OR LOSSES ARISING FROM YOUR USE OF THE PRODUCTS. YOU UNDERSTAND AND AGREE TO ASSUME FULL RESPONSIBILITY FOR ALL RISKS ASSOCIATED WITH ACCESSING AND USING THE INTERFACE TO INTERACT WITH THE ANGSTROM PROTOCOL.
5.2 NO WARRANTIES
EACH OF OUR PRODUCTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ANY REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF EACH OF OUR PRODUCTS IS AT YOUR OWN RISK. WE DO NOT REPRESENT OR WARRANT THAT ACCESS TO ANY OF OUR PRODUCTS WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR SECURE; THAT THE INFORMATION CONTAINED IN ANY OF OUR PRODUCTS WILL BE ACCURATE, RELIABLE, COMPLETE, OR CURRENT; OR THAT ANY OF OUR PRODUCTS WILL BE FREE FROM ERRORS, DEFECTS, VIRUSES, OR OTHER HARMFUL ELEMENTS. NO ADVICE, INFORMATION, OR STATEMENT THAT WE MAKE SHOULD BE TREATED AS CREATING ANY WARRANTY CONCERNING ANY OF OUR PRODUCTS. WE DO NOT ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY ADVERTISEMENTS, OFFERS, OR STATEMENTS MADE BY THIRD PARTIES CONCERNING ANY OF OUR PRODUCTS.
SIMILARLY, THE PROTOCOL IS PROVIDED "AS IS", AT YOUR OWN RISK, AND WITHOUT WARRANTIES OF ANY KIND. NO DEVELOPER OR ENTITY INVOLVED IN CREATING THE PROTOCOL WILL BE LIABLE FOR ANY CLAIMS OR DAMAGES WHATSOEVER ASSOCIATED WITH YOUR USE, INABILITY TO USE, OR YOUR INTERACTION WITH OTHER USERS OF, THE ANGSTROM PROTOCOL, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, CRYPTOCURRENCIES, TOKENS, OR ANYTHING ELSE OF VALUE.
ANY PAYMENTS OR FINANCIAL TRANSACTIONS THAT YOU ENGAGE IN WILL BE PROCESSED VIA AUTOMATED SMART CONTRACTS. ONCE EXECUTED, WE HAVE NO CONTROL OVER THESE PAYMENTS OR TRANSACTIONS, NOR DO WE HAVE THE ABILITY TO REVERSE ANY PAYMENTS OR TRANSACTIONS.
5.3 NO INVESTMENT ADVICE
WE MAY PROVIDE INFORMATION ABOUT TOKENS IN OUR PRODUCTS SOURCED FROM THIRD-PARTY DATA PARTNERS. WE MAY ALSO PROVIDE WARNING LABELS FOR CERTAIN TOKENS. THE PROVISION OF INFORMATIONAL MATERIALS DOES NOT MAKE TRADES IN THOSE TOKENS SOLICITED; WE ARE NOT ATTEMPTING TO INDUCE YOU TO MAKE ANY PURCHASE AS A RESULT OF INFORMATION PROVIDED. ALL SUCH 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 TOKEN 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.
6. Indemnification
You agree to hold harmless, release, defend, and indemnify Sorella Labs, its affiliates, and their respective officers, directors, employees, contractors, agents, service providers, licensors, and representatives (collectively, the "Sorella Parties") from and against all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorney's fees) arising from or relating to your access and use of any of our products, including the Angstrom protocol. This indemnification obligation extends to any violation of any term or condition of this Agreement, the rights of any third party, or any other applicable law, rule, or regulation. Additionally, you will indemnify the Sorella Parties for any claims arising from another party's access and use of our products with your assistance or using any device or account that you own or control. This also includes any dispute between you and other users of our products or your own customers or users.
Sorella Labs will provide notice to you of any such claim, suit, or proceeding. We reserve the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, and you agree to cooperate with any reasonable requests assisting our defense of such matter. You may not settle or compromise any claim against any Sorella Party without our written consent.
The scope of this indemnification includes, but is not limited to, claims arising from third-party actions, intellectual property infringement, breach of contract, negligence, or regulatory violations such as your failure to comply with securities or money transmission laws. However, this indemnification does not apply to claims arising from the gross negligence or willful misconduct of the Sorella Parties. You must bring any claim for indemnification within two years from the date of the event giving rise to the claim. This indemnification does not cover claims or losses resulting from your own negligence, breach of this Agreement, or willful misconduct.
7. Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL SORELLA LABS OR ANY OF THE SORELLA PARTIES BE LIABLE TO YOU FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE PROPERTY, ARISING OUT OF OR RELATING TO ANY ACCESS OR USE OF OR INABILITY TO ACCESS OR USE ANY OF THE PRODUCTS, INCLUDING THE ANGSTROM PROTOCOL. WE WILL NOT BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF ANY OF THE PRODUCTS OR THE INFORMATION CONTAINED WITHIN THEM, WHETHER SUCH DAMAGES ARE BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF ANY OF THE PRODUCTS, EVEN IF AN AUTHORIZED REPRESENTATIVE OF SORELLA LABS HAS BEEN ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM ANY ACCESS OR USE OF THE INTERFACE OR OTHER PRODUCTS; UNAUTHORIZED ACCESS OR USE OF ANY SECURE SERVER OR DATABASE IN OUR CONTROL, OR THE USE OF ANY INFORMATION OR DATA STORED THEREIN; INTERRUPTION OR CESSATION OF FUNCTION RELATED TO ANY OF THE PRODUCTS; BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE INTERFACE; ERRORS OR OMISSIONS IN, OR LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF, ANY CONTENT MADE AVAILABLE THROUGH ANY OF THE PRODUCTS; AND THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.
WE HAVE NO LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY CLAIMS OR DAMAGES THAT MAY ARISE AS A RESULT OF ANY PAYMENTS OR TRANSACTIONS THAT YOU ENGAGE IN VIA ANY OF OUR PRODUCTS, OR ANY OTHER PAYMENT OR TRANSACTIONS THAT YOU CONDUCT VIA ANY OF OUR PRODUCTS. EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, WE DO NOT PROVIDE REFUNDS FOR ANY PURCHASES THAT YOU MIGHT MAKE ON OR THROUGH ANY OF OUR PRODUCTS.
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. WE SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO SOFTWARE, PRODUCTS, SERVICES, AND/OR INFORMATION OFFERED OR PROVIDED BY THIRD-PARTIES AND ACCESSED THROUGH ANY OF OUR PRODUCTS.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF ONE HUNDRED U.S. DOLLARS ($100.00 USD) OR ITS EQUIVALENT IN THE LOCAL CURRENCY OF THE APPLICABLE JURISDICTION. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
8. Governing Law, Dispute Resolution and Class Action Waivers
8.1 Governing Law
You agree that the laws of the State of Delaware, without regard to principles of conflict of laws, govern this Agreement and any Dispute (as defined below) between you and us. You further agree that each of our Products shall be deemed to be based solely in the State of Delaware, 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 Delaware. The parties acknowledge that this Agreement evidences interstate commerce. Any arbitration conducted pursuant to this Agreement shall be governed by the Federal Arbitration Act. You agree that the federal and state courts of Wilmington, Delaware are the proper forum for any appeals of an arbitration award or for court proceedings in the event the binding arbitration clause of this Agreement is found to be unenforceable.
8.2 Dispute Resolution and Binding Arbitration
We will use our best efforts to resolve any potential Disputes (as defined below) through informal, good faith negotiations. If a potential dispute arises, you must contact us by sending an email to contact@sorellalabs.xyz so we can attempt to resolve it without resorting to formal dispute resolution. If we are not able to reach an informal resolution within sixty (60) days of your email, then you and we both agree to resolve the potential dispute according to the arbitration process set forth below.
Any claim or controversy arising out of or relating to any of our Products, these Terms, 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 the breach, termination, enforcement, interpretation or validity of these Terms, including claims related to privacy and data security (a "Dispute"), shall be finally and exclusively settled by arbitration under the JAMS Optional Expedited Arbitration Procedures. You understand that you are required to resolve any Dispute by binding arbitration. The arbitration shall be held on a confidential basis before a single arbitrator, who shall be selected pursuant to JAMS rules, including where applicable the JAMS’ Mass Arbitration Procedures and Guidelines. 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. The arbitrator’s decision shall be final, binding, and non-appealable. 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 any claim may only be brought only in a Federal District Court or a Delaware state court located in Wilmington, Delaware.
8.3 Class Action and Jury Trial Waiver
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. You and we both agree to waive the right to demand a trial by jury.
9. Miscellaneous
9.1 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.
9.2 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.
9.3 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, while the Angstrom product is designed to reduce or eliminate MEV attacks, we do not (and cannot) guarantee market best pricing or best execution through our Products when using Angstrom, which bundles trades on the Protocol only. Any references in a Product to "best price" does not constitute a representation or warranty about pricing available through such Product, on the Protocol, or elsewhere.
9.4 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.
9.5 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.
9.6 Regulatory Change Protocol
Sorella Labs reserves the right to restrict access to Products in jurisdictions where broker-dealer, money transmitter or other laws are enacted that may impact your ability to use the Products, and update your compliance requirements in response to regulatory guidance (e.g., SEC Rule 15c3-5 as applied to algorithmic trading systems).
9.7 Contact Sorella Labs
