Terms of Use

Introduction and applicability
‍This agreement and the (general) terms of use contained therein (hereinafter: these “Terms”) apply to the Services (as defined hereinafter) provided to you by BAAS B.V., a limited liability company incorporated under the laws of the Netherlands (besloten vennootschap met beperkte aansprakelijkheid), having its registered offices at Schiedamse Vest 154, (3011 BH) Rotterdam, the Netherlands, registered with the Dutch Chamber of Commerce under registration number 72662069 (hereinafter: “we” or “Utoron”).

Upon acceptance of these Terms by you, either by acknowledgment and/or receipt of any Services, a legally binding agreement is formed between you and Utoron (hereinafter jointly: the “Parties”), of which this agreement these Terms form an integral part. No other agreement(s) or general terms and conditions other than these Terms are applicable to the legal relationship that exists between the Parties and that is governed by these Terms. The applicability of any such other agreement(s) or general terms and conditions is hereby explicitly excluded and waived.

‍Utoron DOES NOT PROVIDE THE SERVICES UNDER THE SUPERVISION OF THE NETHERLANDS AUTHORITY FOR THE FINANCIAL MARKETS OR DUTCH CENTRAL BANK OR ANY OTHER SUPERVISORY AUTHORITY. Utoron IS NOT A REGISTERED BROKER-DEALER OR AN INVESTMENT ADVISOR. YOU MUST TAKE SOLE RESPONSIBILITY TO EVALUATE ALL INFORMATION MADE AVAILABLE BY US AND USE IT AT YOUR OWN RISK. INVESTMENTS IN (CRYPTO) CURRENCIES AND OTHER INVESTMENT OPTIONS ARE SPECULATIVE AND INVOLVE HIGH DEGREES OF RISK. THE MAJORITY OF INVESTORS IN THESE MARKETS ARE NOT PROFITABLE. YOU COULD LOSE ALL OR A SUBSTANTIAL AMOUNT OF YOUR INVESTMENT. YOU SHOULD CAREFULLY READ ALL RELATED INFORMATION REGARDING ANY INVESTMENT AND ALWAYS CONSULT WITH YOUR ADVISORS, BEFORE INVESTING.

ALPHA NOTICE: THE SERVICES AND RELATED PLATFORM ARE CURRENTLY IN THE ALPHA STAGE OF DEVELOPMENT. THIS MEANS THAT THE AVAILABILITY OF OUR SERVICES IS NOT GUARANTEED AND YOU MAY ENCOUNTER BUGS, ERRORS AND/OR TROUBLE ACCESSING OUR SERVICES WITHOUT WARNING. FEATURES INCLUDED IN THE SERVICES AND ON THE PLATFORM MAY NOT FUNCTION AS INTENDED, WHICH MAY CAUSE LOSSES TO YOUR (CRYPTO) ASSETS.

1. Definitions
Parties: you and Utoron jointly.
‍Services: the platform, interface and associated services that Utoron develops/has developed enabling you and other Users to create and customize their own trading algorithms (trading bots) in order to execute orders (trade) on supported (cryptocurrency) exchanges by means of API connections and/or smart contracts. The Services can only be accessed through the Website.
Terms: this agreement and the (general) terms of use contained therein.
User(s): you, and individual private persons and/or a legal entities like you, making use of the Services.
Website: https://utoron.com including all subdomains and extensions to said URL.

Definitions which are defined in these Terms apply in the singular form as well as in the plural form of these definitions.
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2. Registration and personal account
‍The Services may exclusively be accessed and used via the Website, any other access or use is strictly forbidden. Therefore, in order to use the Services, you will need to register by email or by connecting your BSC wallet to create a personal account on the Website. You are only allowed to have 1 (one) personal account. This personal account is strictly personal and may only be used by you - not (also) on behalf of anybody else.

Utoron may implement a KYC (know your customer) and/or AML (anti money laundering) procedure and accompanying checks applied by Utoron and/or a third party designated thereto by Utoron in the future. You hereby agree in advance to the applicability of any such procedure and accompanying checks. This will result in Utoron formally requesting you to complete said KYC and/or AML procedure(s) in order to be allowed to create a personal account and use the Services. Utoron will inform you thereof in due time and grant you the opportunity to complete said procedure(s). However, should you, upon the creation of your personal account or at any other point in time fail to successfully complete said procedure(s) - which is to be determined at the sole discretion of Utoron and/or a third party designated by Utoron - Utoron is legally entitled to close down your personal account permanently and (thus) exclude you from using the Services.

It is your responsibility to keep your personal account secure and protect your login details and password. For this reason, we highly encourage the use of two-factor authentication (2FA) for improved account security. Two factor authentication sees the User adding an additional authentication method (such as Google authenticator). We assume that all actions taken from your personal account are done by you or under your supervision.

You agree to provide up-to-date, complete and accurate information on your personal account. You agree to promptly update your personal account when necessary, so that we can contact you if needed.

3. The Services
Utoron provides Users with access to the Services and the adjacent platform. Access is based on account tiers which depends on the amount of TTM tokens staked by users. The “Apprentice” tier provides access to certain free features. The “Champion” and “Legend” tier provides access to exclusive features that are not available to the “Apprentice” Users.

Utoron reserves the right to modify the Services as well as the access of “Apprentice”, “Champion” and “Legend” users at any time, unilaterally. Utoron may exercise the right to modify accessibility to the Services and in addition change the access tiers of “Apprentice”, “Champion” and “Legend” Users at any time, unilaterally and without notice.

Utoron envisages that the Services will, amongst other things (but not limited thereto), (in the end) include the following functionalities:
      - algorithms and modules that allow the User to execute automated (trading) actions across their connected (exchange) accounts (the ‘Live Trading’ functionality), and simulated (paper trading) accounts (the ‘Paper Trading’ functionality);
      - a dashboard that allows the User to monitor their modules, exchange accounts, simulated (paper trading) accounts, and other relevant information including, but not limited to news, live asset prices, and on-chain data;
      - a portfolio tracker that allows the User to view the asset balances across their          exchange accounts and simulated (paper trading) accounts;
      - backtesting features that allow the User to test and simulate module performance using historical market data; and/or
      - a marketplace where the User can access content including (but not limited to) templates, preconfigured algorithms, modules, tools, and dashboard components.
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The User can choose to use the Services in a simulated setting or to connect to their account on a live exchange; the ‘Live Trading’ functionality. To connect to a live exchange account, the User is required to provide Utoron with an API key and secret key. By providing the API key and secret key, the User provides Utoron with a power of attorney to:
        1.  access User account balances for the sole purposes of:
               a. providing Users with dashboard statistics and portfolio insights;
               b. allowing User modules to make decisions based on your balances; and
        2.  place, cancel and execute orders through User API connection for the sole              purpose of:
               a. allowing User algorithms and modules to function according to their                conditions.

API Warning: Please be reminded that the use of API keys carries a high degree of risk, and should be handled with care. Never reuse (old) API keys, never use the same API keys across different services, and never share your API keys with anyone. Always make sure to use our whitelist IPs to restrict access. You can delete your Live Trading connection at any time by navigating to your “Connections” in the user menu.

Utoron does not and cannot, not via the Services nor via any other action or means, related to (the execution of) these Terms or otherwise, provide any crypto (exchange) services which can or may result in the exchange of fiat currency for a cryptocurrency or (other) cryptographic token or vice versa. Utoron is therefore not and will never be a party to any (exchange) transactions or agreements that may be entered into or ensue from Users using the Services. Any and all such agreement(s) will at all times be concluded and entered into between the relevant User(s) and the exchange(s) via which an (exchange) transaction will take place. Utoron does not and will never take custody or make decisions on behalf of the User that will influence Users’ cryptocurrencies and/or cryptographic tokens at any stage.

Utoron may upload general tutorials and academy videos on the Website and relevant communication channels, about the functioning of the Website and the Services. All tutorials, videos and templates uploaded by Utoron are of a general nature and contain in no way personal and/or financial advice. Any use of these tutorials and/or videos is at the sole risk and expense of the User.

You realise that using the Services via the Website does not give you any rights and/or does not obligate Utoron to (do) anything, except for the actions expressed in these Terms. More specifically and for the avoidance of doubt: using the Services does not give you the right and/or does not obligate Utoron to enter into any further agreement whatsoever and/or to obtain any (ownership) rights with respect to Utoron in any form whatsoever.
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4. Use of the Services
You hereby agree, confirm and warrant to Utoron that you will use and interact with the Services via the Website:
      i.  only if you are over 18 (eighteen) years old;
     ii.  at your own risk and expense;
    iii.  exclusively for yourself and not (also) for and/or on behalf of anybody else;
    iv.  exclusively via your personal account on the Website. You are only allowed to           have 1 (one) personal account, the contents of which are strictly personal and (therefore) not to be shared and/or used by anyone else;
     v.  in an orderly manner and according to the standards of reasonableness and           fairness as well as in a legal and non-fraudulent manner. More specifically: you will only use and/or interact with the Services via your personal account on the Website. You will not circumvent your personal account and/or the Website and also not use the Services via screen-scraping and/or via any other irregular and/or fraudulent way;
    vi.  whilst realising and understanding that blockchain (technology), cryptocurrencies, cryptographic tokens and interactions and/or services related thereto are a relatively new and largely unregulated form of technology and interaction. This technology has not been proven to be without error and is definitely not hack-free, whilst being subjected to many different scams and/or fraudulent schemes. As a result of this, the use of and interaction with blockchain (technology), cryptocurrencies, cryptographic tokens and services related thereto is, inherently, (very) risky;
   vii.   only if you are legally permitted thereto under the laws and regulations applicable to you and applicable to these Terms to do so;
  viii.   in a manner that is not in breach of any third party’s rights and/or other           obligations, however named, does not conflict with the applicable standards of reasonableness and fairness, nor in a way that is contrary to public order or morality; and
    ix.   only if you are not a citizen of, not residing in, not established in and/or do not have your (registered) address in Afghanistan, Albania, Barbados, Belarus, Burkina Faso, Cambodia, Canada, China, Democratic People’s Republic of Korea (DPRK, North-Korea), Democratic Republic of Congo, Haiti, Iran, Jamaica, Jordan, Mali, Mozambique, Myanmar, Nicaragua, Nigeria, Pakistan, Panama, the Philippines, Russia, Senegal, South Africa, Syria, Tanzania, Trinidad and Tobago, Uganda, United States of America (USA), Vanuatu, Yemen and/or Zimbabwe.

In addition to the foregoing confirmations and warranties, the User is aware of the risks of trading and/or investing in blockchain related projects, cryptocurrencies and/or cryptographic tokens and takes full and sole responsibility for these risks. The User takes sole responsibility to evaluate all information provided and use it at his/her own risk. Investments in blockchain related projects, cryptocurrencies and/or cryptographic tokens, as well as related ventures, are speculative and involve high degrees of risk. The majority of investments in these markets are not profitable. The User is aware that it is possible to lose all or a substantial amount of his/her investment. There is a risk involved if you hold assets on a cryptocurrency exchange.

In the event that you breach any of the aforementioned confirmations and/or warranties, and/or any other clause stipulated in these Terms, Utoron is legally entitled, without giving you prior notice thereof, to close down your personal account permanently and (thus) exclude you from using the Services.
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‍5. Availability of the Services
Utoron will use reasonable and commercially feasible best efforts to make and keep the Services available and limit downtime. Utoron does not guarantee that the Services will be available at any given time or that they will not be subject to (unexpected) outages or downtime. The User acknowledges that the Services are provided over the internet, mobile networks and in connection with external blockchain networks and therefore the quality and availability of the Services may be affected by factors outside of Utoron’s reasonable control.

The Services and the Website are made available by Utoron to you on an “as is” and “as available” basis without the provision of any warranty or guarantee of any kind. Utoron does not accept any responsibility whatsoever for the (un)availability of the Services and/or the Website, or any difficulty or inability to download or access content thereon, or any other communication system failure which may result in the Services and/or the Website being unavailable.

6. Privacy
Utoron respects your privacy and anticipates the EU General Data Protection Regulation (GDPR). When you make use of the Services and the Website, we will collect certain personal data from you. What data, how we collect this data, and for what purpose has been outlined in our privacy policy. You can find our privacy policy on the Website.

7.  Intellectual property rights
Unless otherwise indicated, Utoron is the exclusive owner of all rights related to and/or derived from (your use of) the Services and the Website, including copyrights and other intellectual property rights. Nothing in (the execution of) these Terms shall be construed as granting any rights under any patent, copyright and/or other intellectual property right of Utoron.

8. Exclusion of liability and indemnification
‍Utoron, its directors, employees and/or any other (third) party involved with (the provision of) the Services, (the creation of) the Website as well as with the execution of these Terms, are not and cannot be held liable by you for any damage, however named, explicitly including (but not limited to) indirect and consequential damages, resulting from (the use of) the Services and/or the Website. Utoron, its directors, employees and/or any other (third) party involved with (the provision of) the Services, (the creation of) the Website as well as with the execution of these Terms, are also not liable for any for any damage, however named, resulting from hacks, soft- and/or hardware malfunctioning, (hardware) system down times, blockchain down times and/or any other soft- and/or hardware related malfunctioning that affects (the functioning of) the Services and/or the Website.

Utoron, its directors, employees and/or any other (third) party involved with (the provision of) the Services, (the creation of) the Website as well as with the execution of these Terms, are not and cannot be held liable by you for any damage, however named, explicitly including (but not limited to) indirect and consequential damages, resulting from the non-existence or loss of the value of the cryptocurrencies, tokens and/or any other value derived from or relating to the Services, due to, amongst other things (but not limited thereto); the loss or theft of (access to) your personal account or wallet (login-)credentials, exchange rate changes, (changed) market conditions, (amended) legislation, and/or (changed) points of view on the part of the regulators.

You hereby acknowledge and agree that you will indemnify Utoron, its directors, its employees and/or any third party involved with (the provision of) the Services, (the creation of) the Website as well as with the execution of these Terms against (any) third-party claim(s), including (but not limited to) claims which arise from you breaching (any provision under) these Terms, specifically including (but not limited to) the breach of your warranties as stipulated in clause 4 of these Terms.

9. Force Majeure
With due observance of the provisions included in these Terms, Utoron’s provision of the Services and/or any other performance under these Terms shall be excused in the event of interruption and/or delay due to, or resulting from, causes beyond our reasonable control, including but not limited to acts of God, acts of any government, war or other hostility, civil disorder, the elements, fire, flood, snowstorm, earthquake, explosion, embargo, acts of terrorism, power failure, equipment failure, industrial or labor disputes or controversies, acts of any third party data provider(s) or other third-party information provider(s), third-party platform, or communication method interruptions.

10. Miscellaneous
‍These Terms include all the arrangements between you and Utoron relating to (the execution of) the Services and any other subject or matter governed by these Terms and replace all the previously written and oral agreements made between you and Utoron. No further (general) terms, conditions and/or statutory regimes are applicable to the legal relationship and/or (other) arrangements made between you and Utoron in relation to the Services and/or and any other subject or matter governed by these Terms.

Utoron is legally entitled to unilaterally change these Terms. When we change these Terms in a significant way, we will notify the Users and post the updated Terms on our Website. By continuing to use the Services and/or the Website, you agree to the changes made in the Terms and the applicability thereof.

If we do not enforce (parts of) these Terms, this cannot be construed as a consent or waiver of the right to enforce them at a later moment in time or against another User.

You hereby give Utoron permission in advance for the transfer of its rights and obligations in relation to (the provision of) the Services, under these Terms and all related (legal) acts to third parties, either by contract transfer (section 6:159 DCC), or separately (section 6:155 DCC). If Utoron executes such a transfer, it will remain responsible to you for the fulfilment of its obligations in relation to (the provision of) the Services and under these Terms until Utoron has notified you of the transfer and the (legal) person to whom Utoron has transferred its rights and obligations.

Any claims that may ensue to you from (the use of) the Services, the Website and/or these Terms cannot be transferred by you without prior written consent given thereto to you by Utoron, this with effect under property law (met goederenrechtelijke werking) as defined in section 3:83(2) DCC.

The invalidity or unenforceability of any provision of these Terms shall not affect the validity or enforceability of any other provision of these Terms. Any such invalid or unenforceable provision shall be replaced or be deemed to be replaced by a provision that is considered to be valid and enforceable and which interpretation shall be as close as possible to the intent of the invalid provision.

11. Applicable law and jurisdiction
The Services and these Terms, as well as the execution thereof, and any non-contractual obligations arising out of or in connection therewith, are exclusively governed by and shall be construed in accordance with the laws of the Netherlands.

Any disputes arising out of or in connection with the Services or these Terms, including regarding the existence or validity of these Terms, the execution of the Services, and any non-contractual obligations arising out of or in connection with the Services or these Terms, are subject to the exclusive jurisdiction of the competent court in Rotterdam, the Netherlands (Rechtbank Rotterdam).

12. Complaints and suggestions
Utoron reserves the right to change these Terms. When we change these Terms in a significant way, we will notify the Users (if the User has provided us with his e-mail address to this end) and post the updated Terms on our Website. By continuing to use the Website and Platform, you acknowledge the most recent version of these Terms.

Utoron (BAAS B.V.)
Schiedamse Vest 154
3011 BH Rotterdam
The Netherlands
info@ Utoron.com
Chamber of Commerce number: 72662069