Updated: January 10, 2023
Welcome to https://metronome.io and/or app.metronome.io , our website-hosted user interfaces (each the “Interface” or “App”) provided by Autonomous Software. (“we”, “our”, or “us”). The Interface provides access to a decentralized protocol on the Ethereum blockchain that allows users to access certain smart contracts in a protocol (the “Protocol”) which allows them to create synthetic digital assets and deploy them to third-party web protocols. This Terms of Service Agreement (the “Agreement”) explains the terms and conditions by which you may access and use the Interface. You must read this Agreement carefully. By accessing or using the Interface, 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 the Interface.
We reserve the right, in our sole discretion, to modify this Agreement from time to time. If we make any 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://github.com/autonomoussoftware/legal/blob/master/terms-and-conditions.md. All modifications will be effective when they are posted, and your continued use of the Interface will serve as confirmation of your acceptance of those modifications. You waive any right you may have to receive specific notice of changes or modifications of these terms. will not be liable for any losses suffered by you resulting from any modification to the Interface or from any suspension or termination, for any reason, of your access to all or any portion of the Interface. If you do not agree with any modifications to this Agreement, you must immediately stop accessing and using the Interface.
To access or use the Interface, you must be able to form a legally binding contract with us. Accordingly, you represent that you are at least eighteen years old 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. You further represent that you are not a citizen, resident, or member of any jurisdiction or group that is subject to economic sanctions by the United States, or where your use of the Interface would be illegal or otherwise violate any applicable law. You further represent that your access and use of the Interface will fully comply with all applicable laws and regulations, and that you will not access or use the Interface to conduct, promote, or otherwise facilitate any illegal activity.
We own all intellectual property and other rights in the Interface and its contents, including (but not limited to) software, text, images, trademarks, service marks, copyrights, patents, and designs. Unless expressly authorized by us, you may not copy, modify, adapt, rent, license, sell, publish, distribute, or otherwise permit any third party to access or use the Interface or any of its contents. Provided that you are eligible, you are hereby granted a single, personal, limited license to access and use the Interface. This license is non-exclusive, non-transferable, and freely revocable by us at any time without notice or cause. Use of the Interface or its contents for any purpose not expressly permitted by this Agreement is strictly prohibited. Unlike the Interface, the Protocol is comprised entirely of open-source software running on the public Ethereum blockchain and is not our proprietary property.
We care about your privacy. Although we will comply with all valid subpoena requests, we will carefully consider each request to ensure that it comports with the spirit and letter of the law, and we will not hesitate to challenge invalid, overbroad, or unconstitutional requests as appropriate. We use commercially reasonable safeguards to preserve the integrity and security of your personally identifiable information (“PII”) and aggregate data. However, we cannot guarantee that unauthorized third parties will never be able to obtain or use your PII or aggregate data for improper purposes. You acknowledge that you provide your PII and aggregate data at your own risk. By accessing and using the Interface, you understand and consent to our collection, use, and disclosure of your PII and aggregate data. Please refer to our privacy policy available at https://github.com/autonomoussoftware/legal/blob/master/privacy-policy.md for information about how we collect, use, share and otherwise process information about you.
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:
- a. 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.
- b.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, or which uses the Interface in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Interface, or that could damage, disable, overburden, or impair the functioning of the Interface in any manner.
- c. 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 or taking any action in order to unlawfully obtain the property of another.
- d. 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 spoofing and wash trading.
- e. Malicious Code. Activity that uses any robot, spider, crawler, scraper, or other automated means or interface not provided by us, to access the Interface or to extract data or which introduces any malware, virus, Trojan horse, worm, logic bomb, drop-dead device, backdoor, shutdown mechanism or other harmful material into the Interface.
- f. Prohibited Jurisdictions. Activity which uses the Interface from a jurisdiction that we have, in our sole discretion, or a relevant governmental authority has determined is a jurisdiction where the use of the Interface or the Protocol is prohibited.
- g. Filtering Circumvention. Activity which attempts to circumvent any content filtering techniques or security measures that we employ on the Interface, or attempts to access any area of the Interface that you are not authorized to access.
- h. 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 or the laws of any jurisdiction outside of the United States.
All information provided by the Interface is for informational purposes only and should not be
construed as professional advice. You should not take, or refrain from taking, any action based
on any information contained in the Interface. Before you make any financial, legal, or other
decisions involving the Interface, you should seek independent professional advice from an
individual who is licensed and qualified in the area for which such advice would be appropriate.
You understand that we are not registered or licensed by the CFTC, SEC, the Financial Crimes
Enforcement Network or any financial regulatory authority. No financial regulatory authority has
reviewed or approved the use of the Protocol’s open-source software. This website and the
Protocol open-source software do not constitute advice or a recommendation concerning any
commodity, security or other asset. We are not acting as an investment adviser or commodity
trading adviser to any person.
The Interface and Protocol 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 the Interface and the Protocol are at your own risk. We do not represent or warrant that access to the Interface or Protocol will be continuous, uninterrupted, timely, or secure; that the information contained in the Interface or the Gitbook description of the Protocol will be accurate, reliable, complete, or current; or that the Interface or Protocol 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 the Interface or the Protocol. We do not endorse, guarantee, or assume responsibility for any advertisements, offers, or statements made by third parties concerning the Interface or the Protocol.
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, released, and eliminated, and waived by you. You further agree that the only duties and obligations that we owe you are those set out expressly in this Agreement.
The Interface may not be available or appropriate for use in all jurisdictions. By accessing or using the Interface, you agree that you are solely and entirely responsible for compliance with all laws and regulations that may apply to you, including, but not limited to, the Commodity Exchange Act and the regulations promulgated thereunder by the U.S. Commodity Futures Trading Commission (“CFTC”), and the federal securities laws and the regulations promulgated thereunder by the U.S. Securities and Exchange Commission (“SEC”). You may not use the Interface if you are a citizen, resident, or member of any jurisdiction or group that is subject to economic sanctions by the United States, or if your use of the Interface would be illegal or otherwise violate any applicable law. You shall be responsible for payment of all applicable taxes, if any, to which you might be subject through use of the Interface or the Protocol and any and all other taxes which may apply to you.
By accessing and using the Interface, you represent that you understand the inherent risks associated with using cryptographic and blockchain-based systems, and that you have a working knowledge of the usage, intricacies and difficulties of digital assets such as bitcoin (BTC), ether (ETH), and other digital tokens such as those following the Ethereum Token Standard (ERC-20), as well as smart contract based tokens and blockchain based software systems. You further understand that the markets for these digital assets are highly volatile due to factors including (but not limited to) adoption, speculation, technology, security, and regulation. You acknowledge 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 further acknowledge the risk that your digital assets may lose some or all of their value while they are supplied to the Protocol. If you deposit digital assets to the Protocol in connection with the creation synthetic digital assets, you will have to supply digital assets of your own which will be used indirectly as collateral. If such collateral declines in value such that it is no longer sufficient to secure the amount of synthetic digital asset which were created, the Protocol may seize such collateral in a liquidation event. Use of the Protocol involves the use of the Ethereum Blockchain, which may require that you pay a fee, commonly known as “Ethereum Gas Charges,” for the computational resources required to perform a transaction on the Ethereum Blockchain. You acknowledge and agree that we have no control over: (a) any Ethereum Blockchain transactions; (b) the method of payment of any Ethereum Gas Charges; or (c) any actual payments of Ethereum Gas Charges. Accordingly, you must ensure that you have a sufficient balance of Ether stored at your Ethereum Address to complete any transaction on the Ethereum Blockchain before initiating such Ethereum Blockchain transaction. You represent and warrant that you have the knowledge, experience, understanding, professional advice and information to make your own evaluation of the merits, risks and applicable compliance requirements under Applicable Law of engaging in transactions through the Protocol. You acknowledge and understand that if you allocate synthetic digital assets you create to third- party decentralized web protocols (including DEXes) for various purposes including to facilitate your lending, borrowing or trading through these third-party protocols and that we are not responsible or liable for these transactions or the operation of these third-party protocols. In general, the underlying software for blockchain networks is open source such that anyone can use, copy, modify, and distribute it. By using the Service, you acknowledge and agree (i) that neither we or any related entities are responsible for operation of the underlying software and networks that there exists no guarantee of functionality, security, or availability of such software and networks; and (ii) that the Protocol could be subject to sudden changes in operating rules (known as “Forks”), and that such Forks may materially affect the Protocol. It might be discretionarily decided not to support (or cease supporting) the Forked network entirely. You acknowledge and agree that we and any related entities assume absolutely no responsibility whatsoever in respect of the Protocol, whether Forked or not. The Protocol and any synthetic digital assets created using the Protocol could be impacted by one or more regulatory inquiries or regulatory action, which could impede or limit the ability to continue to develop the Protocol, or which could impede or limit your ability to access or use the Protocol or Ethereum blockchain, including access to your collateral or any synthetic digital assets you may create using the Protocol. You acknowledge and understand that cryptography is a progressing field. Advances in code cracking or technical advances such as the development of quantum computers may present risks to cryptocurrencies, the Protocol and any synthetic digital assets you create, which could result in the theft or loss of your cryptographic tokens or property. To the extent possible, it is intended to update the Protocol to account for any advances in cryptography and to incorporate additional security measures, but this does not guarantee or otherwise represent full security of the Metronome ecosystem or the Protocol. By using the Protocol, you acknowledge these inherent risks. You understand that Ethereum and other blockchain technologies and associated currencies or tokens, including MET, are highly volatile due to many factors including but not limited to adoption, speculation, technology and security risks. You also acknowledge that the cost of transacting on such technologies is variable and may increase at any time causing impact to any activities taking place on the Ethereum blockchain. You acknowledge these risks and represent that neither we nor any related entity or person can be held liable for such fluctuations or increased costs. You acknowledge that the Protocol could be subject to flaws and acknowledge that you are solely responsible for evaluating any code provided by the Protocol. This warning and others later provided by us in no way evidence or represent an ongoing duty to alert you to all of the potential risks of utilizing the Protocol. Although it is intended to provide accurate and timely information on the Interface and other tools making up the Protocol, the Interface or relevant tools may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including without limitation information regarding our policies. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Interface or relevant tools are your sole responsibility and we and our related entities shall have no liability for such decisions. Links to third-party materials (including without limitation websites) may be provided as a convenience but are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any third- party materials or on any third party sites accessible or linked to the Interface or available via other relevant tools. Any use or interaction with the Protocol requires a comprehensive understanding of applied cryptography and computer science in order to appreciate inherent risks, including those listed above. You represent and warrant that you possess relevant knowledge and skills. You further acknowledge that we are not responsible for any of these variables or risks, do not own the Protocol, and cannot be held liable for any resulting losses that you experience while accessing or using the Interface or the Protocol. We are not responsible for operation of the Protocol or any underlying protocols which the Protocol links to, and we make no guarantee of their functionality, security, or availability. Accordingly, you understand and agree to assume full responsibility for all of the risks of accessing and using the Interface and interacting with the Protocol.
The Interface may contain references or links to third-party resources, 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 the Interface. We do not endorse 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 and release us from any and all liability arising from your use of any such resources or participation in any such promotions and waive any rights to make any such claims. You acknowledge that the Interface and the Protocol link to certain open-source components and that your use of the Interface and the Protocol is subject to, and you will comply with any, applicable open-source licenses that govern any such open-source components (collectively, “Open-Source Licenses”). Without limiting the generality of the foregoing, you may not: (a) resell, lease, lend, share, distribute or otherwise permit any third party to use the Interface; (b) use the Interface for time-sharing or service bureau purposes; or (c) otherwise use the Interface or Protocol in a manner that violates any license hereunder or any other Open-Source Licenses.
You expressly agree that you assume all risks in connection with your access and use of the Interface and your interaction with the Protocol. 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 the Interface and your interaction with the Protocol. 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.”
You agree to hold harmless, release, defend, and indemnify us and our officers, directors, employees, contractors, agents, affiliates, and subsidiaries (and any of their respective officers, directors, employees, contractors, or agents) from and against all claims, damages, obligations, losses, liabilities, costs, and expenses arising from: (a) your access and use of the Interface; (b) your violation of any term or condition of this Agreement, the right of any third party, or any other applicable law, rule, or regulation; and (c) any other party’s access and use of the Interface with your assistance or using any device or account that you own or control.
We may terminate or suspend all or part of the Protocol as well as the Interface access immediately, without prior notice or liability, if you breach any of the terms or conditions of this Agreement. Upon termination of your access, your right to use the Protocol and Interface will immediately cease.
Under no circumstances shall we or any of our officers, directors, employees, contractors, agents, affiliates, or subsidiaries (or any of their respective officers, directors, employees, contractors, or agents) 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 the Interface, nor will we or they be responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access or use of the Interface or the information contained within it. We assume no liability or responsibility for any: (a) errors, mistakes, or inaccuracies of content; (b) personal injury or property damage, of any nature whatsoever, resulting from any access or use of the Interface; (c) unauthorized access or use of any secure server or database in our control, or the use of any information or data stored therein; (d) interruption or cessation of function related to the Interface; (e) bugs, viruses, trojan horses, or the like that may be transmitted to or through the Interface; (f) errors or omissions in, or loss or damage incurred as a result of the use of, any content made available through the Interface; and (g) the defamatory, offensive, or illegal conduct of any third party. Under no circumstances shall we or any of our officers, directors, employees, contractors, agents, affiliates, or subsidiaries (or any of their respective officers, directors, employees, contractors, or agents) be liable to you for any claims, proceedings, liabilities, obligations, damages, losses, or costs in an amount exceeding the amount you paid to us in exchange for access to and use of the Interface, or $100.00, whichever is greater. This limitation of liability applies regardless of whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, and even if we have been advised of the possibility of such liability. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of certain liabilities and damages. Accordingly, some of the disclaimers and limitations set forth in this Agreement may not apply to you. This limitation of liability shall apply to the fullest extent permitted by law.
We will use our best efforts to resolve any potential disputes through informal, good faith negotiations. If a potential dispute arises, you must contact us by sending an email to hello-met@metronome.io so that we can attempt to resolve it without resorting to formal dispute resolution. If we aren’t able to reach an informal resolution within sixty days of your email, then you and we both agree to resolve the potential dispute according to the process set forth below. Any claim or controversy arising out of or relating to the Interface, this Agreement, 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 arbitrability (“Dispute”), shall be finally and exclusively settled by arbitration under the JAMS Optional Expedited Arbitration Procedures. You understand that you are required to resolve all Disputes by binding arbitration. The arbitration shall be held on a confidential basis before a single arbitrator, who shall be selected pursuant to JAMS rules. The arbitration will be held in Chicago, Illinois, 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. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Any claim of yours arising out of or related to these Terms, the Interface or the Protocol must be filed within one year after such claim arose; otherwise, the claim is permanently barred, which means that you will not have the right to assert the claim.
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.
You agree that the laws of the State of Delaware, without regard to principles of conflict of laws, govern this Agreement and any Dispute between you and us. You further agree that the Interface shall be deemed to be based solely in the State of Delaware solely for the purposes of this choice of law provision, and that although the Interface 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. Any arbitration conducted pursuant to this Agreement shall be governed by the Federal Arbitration Act. You agree that Chicago, Illinois is the proper forum for any appeals of an arbitration award or for court proceedings in the event that this Agreement’s binding arbitration clause is found to be unenforceable.