1. Independent Operation of Front-End DEXes
1.1 Each Front-End DEX is to be independently developed and operated by the developer or operator. Orderly Network Ltd. does not own, control, monitor, sponsor, or endorse any Front-End DEX, and simply acts as a software solution for the Front-End DEX. 1.2 Operators are solely responsible for the operation, compliance, marketing, user relationships, and legal obligations of their Front-End DEX. Operators understand and agree that operating a Front-End DEX comes with a substantial number of potential legal and regulatory considerations, including without limitation:- licensing requirements;
- KYC/AML requirements on its users, including requirements to prevent any money laundering activity on the Front-End DEX;
- Sanctions restrictions imposed by the United Nations or a major country like the United States on certain users of the Front-End DEX;
- Consumer protection laws and requirements imposed on the Front-End DEX to the benefit of its users;
- Data privacy regulations, to the extent the Front-End DEX receives any;
- Financial transaction laws, such as those prohibiting insider trading, market manipulation trading, trade reporting or filing obligations and others; and/or
- Intellectual property rights in respect of any protected intellectual property being used by the Front-End DEX.
2. Operator Responsibilities
2.1 Operators must not represent their Front-End DEX as an official Orderly product. Operators may only state that their DEX is “built with Orderly infrastructure” or “powered by Orderly liquidity”. Operators must seek Orderly’s prior approval before using the “Orderly” name or logo in any other manner. 2.2 Operators are responsible for ensuring that their Front-End DEX does not infringe intellectual property rights, violate laws or regulations, or use offensive, defamatory, or misleading branding. 2.3 Operators are solely responsible for ensuring that their Front-End DEX does not provide access to users located in restricted or sanctioned jurisdictions, including the United States, Cuba, Iran, North Korea, Syria, or any jurisdiction subject to comprehensive sanctions by the United States, United Nations, United Kingdom or European Union. Orderly Network Ltd. does not control, monitor, or approve the users of Front-End DEXes and disclaims all liability arising from access by restricted or sanctioned users. 2.4 Operators are responsible for compliance with all applicable laws, including financial services, consumer protection, and data protection requirements in the jurisdictions where they operate. 2.5 Operators acknowledge that Orderly Network Ltd. reserves the right, in its sole discretion, to restrict or terminate access to the DEX Service at any point in time, including without limitation, where Orderly determines a Front-End DEX:- creates reputational, regulatory, or compliance risk to it or Orderly;
- facilitates or fails to prevent access by restricted or sanctioned users;
- infringes the rights of third parties, including intellectual property rights; or
- otherwise engages in activity that Orderly determines to be offensive, unlawful, or contrary to its ecosystem standards.
3. Prohibited Conduct
Operators must not: 3.1 Use Orderly services to promote or facilitate unlawful, fraudulent, abusive, or misleading activity; 3.2 Operate a Front-End DEX with offensive, defamatory, or abusive names, content, or imagery; 3.3 Mislead users by promising guaranteed returns, risk-free profits, or regulatory endorsements without a legal basis; or 3.4 Engage in conduct that may damage Orderly Network Ltd.’s reputation, expose Orderly to regulatory or legal risk, or undermine community trust.4. Security and Hack Risk
4.1 Operators acknowledge that blockchain networks, smart contracts, and decentralized infrastructure may be vulnerable to hacks, exploits, and malicious activity. 4.2 Orderly Network Ltd. does not guarantee security or uninterrupted availability of its services and disclaims liability for losses resulting from such events no matter how they arise. 4.3 Operators must implement appropriate safeguards in their own Front-End DEXes to protect themselves and their users.5. Suspension and Termination
5.1 Access to Orderly’s services, SDKs, liquidity, or infrastructure is a privilege provided at the discretion of Orderly Network Ltd. 5.2 Orderly Network Ltd. may suspend or terminate a Front-End DEX’s access, with or without notice, at any time in its sole and absolute discretion, including without limitation if:- the Front-End DEX exposes Orderly to reputational, regulatory, compliance, or legal risk;
- the Front-End DEX allows access by users in prohibited or sanctioned jurisdictions;
- the Front-End DEX infringes third-party rights, including intellectual property rights;
- the Front-End DEX otherwise breaches these Supplemental Terms or the Terms.
6. Indemnity
Notwithstanding any other condition in the Terms, the Operators agree to indemnify and hold harmless Orderly Network Ltd. and its affiliates, officers, employees, and agents from any claims, damages, losses, or liabilities (including reasonable legal fees) arising out of or related to:- the Operator’s operation of a Front-End DEX;
- any breach of these Supplemental Terms or the Terms;
- infringement of third-party rights, including intellectual property;
- violation of applicable laws or regulations.