# Terms of Services

**IMPORTANT NOTICE:**\
BY ACCESSING, INTERACTING WITH, OR USING ANY OF THE SERVICES, YOU AGREE THAT YOU ARE ABLE TO ENTER INTO A BINDING AGREEMENT AND, AS SUCH, HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT, INCLUDING THE BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER IN SECTION 12. IF YOU DO NOT AGREE TO ANY PART OF THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO INTERACT WITH, ACCESS, OR USE ANY SERVICE, INTERFACE, OR FEATURE.

**Omnex Layer** is a layer 2 protocol that integrates both trusted execution environment (TEE) rollup and zero-knowledge (ZK) rollup (“Omnex Layer”) operating on the Ethereum blockchain. **Omnex Layer Labs Company Limited** (“Omnex Labs,” “we,” “us,” or “our”) makes available certain blockchain protocol, software, and technology services (which, together with the technology services described in Section 1 and elsewhere in this Agreement, are collectively referred to as the “Services”) that enable users and developers to access and interact with Omnex Layer and related resources, tools, and applications.

The Services may be accessed via <https://omnexlayer.io> (“Site”), developer application programming interfaces (“APIs”), command-line tools, software development kits (“SDKs”), graphical user interfaces, and other electronic platforms or integration methods.

The Services enable users to, among other things:\
(i) submit, broadcast, and confirm transactions on Omnex Layer;\
(ii) deploy, call, and interact with smart contracts hosted on the Omnex Layer network;\
(iii) bridge Digital Assets between Omnex Layer, and other supported networks using **Omnex Layer Bridge**;\
(iv) leverage developer tooling, including artificial intelligence–assisted contract auditing, simulation, and optimization functions; and\
(v) perform other blockchain-based activities supported by the Protocol as may be made available from time to time.

These **Terms of Service** (“Terms,” “Terms of Service,” or “Agreement”) constitute a legally binding contract between you (or the person you represent) (“you” or “your”) and us that governs your access to and use of the Services.

By (i) using the Services or the Site; (ii) clicking a button, ticking a checkbox, or using any other method to accept or agree to this Agreement where that option is made available; and/or (iii) clicking a button or taking any other action to use or access any of the Services (the earliest date on which any of the aforementioned events occurs being the “Effective Date”), you (a) accept and agree to this Agreement and any additional terms that apply to specific services, rules, and conditions of participation published by us from time to time, and (b) consent to the collection, use, disclosure, and other handling of information as described in our Privacy Policy.

It is the intention of the parties that acceptance of this Agreement shall be deemed to be as valid as an original and duly authorized signature and/or company seal/chop (as applicable) being applied to this Agreement.

By using the Services, you irrevocably acknowledge and agree that we are merely a technology services provider and do not operate as a bank, broker, custodian, investment adviser, fiduciary, or other financial or similar intermediary. Any interaction with Omnex Layer is executed by you or by smart contracts or applications you authorize.

We do not have control over, or responsibility for, Digital Assets, smart contracts, or other blockchain-based systems you may use in connection with the Services, and we do not guarantee the availability, security, or functionality of any third-party software, hardware, networks, or resources. You acknowledge that use of the Services involves inherent technological and operational risks, including potential vulnerabilities in smart contracts, variability in transaction processing times, and the possibility of protocol upgrades or changes in proof systems, including migration from trusted execution environments (“TEEs”) to zero-knowledge proofs (“ZKPs”).

You are solely responsible for evaluating these risks before engaging in any activity through or relating to the Services. We provide technology and infrastructure services only. We do not make any representation, warranty, or guarantee regarding the suitability of any Digital Assets or application accessible through the Protocol. Nothing in this Agreement constitutes, or should be construed as, financial, investment, legal, or other professional advice.

You represent to us that you are lawfully able to enter into contracts. If you are entering into this Agreement for another person, such as your employer, you represent to us that you have legal authority to bind that person. Please see Section 14 for definitions of certain capitalized and other terms used in this Agreement.

***

#### 1. Description of the Services

**1.1 Site**

We operate a website (the “Site”) and graphical user display that renders information about functions and performance of the Services. You understand that the information displayed on the Site is stored and publicly available on the internet. We provide the Site only for your convenience, do not have control over any Third Party Content appearing therein, and do not warrant or endorse, nor bear responsibility for the availability or legitimacy of, the content on or accessible from the Site.

When viewing the Site, you should assume that we have not verified the safety or legitimacy of any content, resources, interactive features, or links appearing on the Site. It is your responsibility to ensure that you fully understand the nature of any links or other interactive features that you may be able to access on the Site, including any financial and other risks that you may be exposed to when interacting with Third Party Services. The Site may include additional functions or features as they are developed from time to time.

**1.2 Omnex Layer and Omnex Layer Bridge**

Omnex Layer includes protocol smart contracts that allow you to “bridge” (i.e., lock assets on one blockchain protocol and replicate them on another protocol) Digital Assets between Omnex Layer, Ethereum, and/or other blockchains (“Omnex Layer Bridge”).

In addition to the Omnex Layer Bridge, there are other cross-chain solutions available on Omnex Layer which are operated through the use of certain open-source software such as \[Chainlink Cross-Chain Interoperability Protocol (“CCIP”)]. The CCIP bridge is a set of smart contracts deployed to Omnex Layer which are not controlled by Omnex Layer or Omnex Labs.

For the avoidance of doubt, the CCIP bridge is not part of the Services. We do not control what third parties may build on Omnex Layer, the activity of such parties, any user transacting on Omnex Layer, or any data stored on Omnex Layer itself, and we do not take possession, custody, or control over any virtual currency or other Digital Asset on Omnex Layer or Omnex Layer Bridge, unless expressly stated in a written contract signed by Omnex Labs.

You acknowledge and agree that we make no representations or warranties with respect to Omnex Layer Bridge, and that, if you use Omnex Layer Bridge, you do so at your own risk.

#### 1.3 Interface and Protocol

The **Omnex Layer** web interface (“**Interface**”) facilitates your ability to access **Omnex Layer**. The protocol is public, permissionless, and operates through open-source, self-executing smart contracts deployed on the Ethereum blockchain (“**Protocol**”). The Interface is distinct from the Protocol. The Interface provides one, but not the exclusive, means of accessing the Protocol.

The Protocol enables users to perform various activities, including processing Ethereum transactions to improve efficiency, bridging Digital Assets across supported networks, and interacting with smart contract–based applications (“**dApps**”). The Interface, on the other hand, enables you to submit messages and transactions to the Protocol, such as bridging Digital Assets between Ethereum, Omnex Layer, and other supported blockchains.

***

### 2. Using the Services

#### 2.1 Accessing the Services

To access the Services, Protocol, Interface, or **Omnex Layer Bridge**, you may be required to connect a compatible **Wallet**, which also enables access to the Interface by constructing and broadcasting the transactions that allow you to interact with the Protocol. Your relationship with any given Wallet provider is governed solely by the applicable terms of that Wallet provider, not this Agreement.

No Wallet is created, operated, maintained, or otherwise controlled by us, and we do not have custody or control over the contents of your Wallet, including your Digital Assets or private key. We cannot retrieve, freeze, or transfer the contents of your Wallet.

You are responsible for maintaining the confidentiality of any private key associated with your Wallet and are fully responsible for any and all messages or conduct signed with your private key. We accept no responsibility or liability to you in connection with your use of any Wallet and make no representations or warranties regarding how the Services, Protocol, Interface, or **Omnex Layer Bridge** will operate or be compatible with any specific Wallet.

We reserve the right, in our sole discretion, to prohibit certain Wallet addresses from using or engaging in transactions via the Services.

You hereby unconditionally and irrevocably grant us a limited, non-exclusive, worldwide, royalty-free license to use **Your Content** for the purpose of providing or operating the Services for so long as we provide or operate the Services.

***

#### 2.2 License to the Services

Subject to this Agreement, we grant you a limited license to access and use the Services solely as described herein. Unless otherwise specified in a separate license, your right to use any and all Services is subject to this Agreement.

If any software, content, or other materials owned or controlled by us are distributed to you as part of your use of the Services, we hereby grant you a non-sublicensable, non-transferable, and non-exclusive right and license to execute, access, and display such software, content, and materials provided to you as part of the Services — in each case for the sole purpose of enabling you to use the Services as permitted by this Agreement.

To use any part of the contents of the Services for purposes other than personal and non-commercial use, you must obtain our prior written consent. We reserve the right to refuse such permission without providing reasons.

You acknowledge and agree that nothing in this Agreement shall be construed as a sale, assignment, or transfer from (i) us or any of our Affiliates to (ii) you or any of your Affiliates of any ownership interests or rights in or to the Services or any intellectual property rights.

The Services are intended for your internal use only. The rights granted to you in this Agreement are subject to the following restrictions:

(a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host, or otherwise commercially exploit the Services or any portion of the Services or **Omnex Layer**;

(b) you shall not frame or use framing techniques to enclose any trademark, logo, or other Services (including images, text, page layout, or form) of **Omnex Layer**, **Omnex Layer Bridge**, or **Omnex Labs**;

(c) you shall not use any metatags or other “hidden text” using **Omnex Layer’s** or **Omnex Layer Bridge’s** name or trademarks;

(d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile, or reverse engineer any part of the Services, except to the extent the foregoing restrictions are expressly prohibited by applicable law;

(e) you shall not use any manual or automated software, devices, or other processes (including spiders, robots, scrapers, crawlers, avatars, and data-mining tools) to “scrape” or download data from any web pages relating to **Omnex Layer** or **Omnex Layer Bridge** (provided that we may grant the operators of public search engines revocable permission to use spiders to copy materials relating to **Omnex Layer** or **Omnex Layer Bridge** to create publicly available searchable indices of such materials);

(f) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means;

(g) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Services; and

(h) any future release, update, or other addition to the Services shall be subject to this Agreement.

We, our suppliers, and service providers reserve all rights not granted in this section. Any unauthorized use of the Services may result in the immediate termination of any and all licenses, consents, or permissions granted pursuant to this Agreement.

If you provide any **Suggestions** to us or our Affiliates, we and our Affiliates will be entitled to use the Suggestions without restriction. You hereby irrevocably assign to us all right, title, and interest in and to the Suggestions and agree to provide any assistance we require to document, perfect, and maintain our rights in such Suggestions.

***

#### 2.3 Eligibility

To be eligible to use the Services, you must:

(a) be a person with full power, capacity, and authority;\
(b) not be accessing the Services in a jurisdiction where such Services are not permitted, restricted, or illegal;\
(c) not be prohibited, restricted, unauthorized, or ineligible to use the Services in any form or by any means (in whole or in part) as a result of this Agreement or under legal or regulatory requirements, including by reason of being included in any trade embargoes, economic sanctions, or terrorist lists such as those maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury (OFAC) or the denied persons or entity list of the U.S. Department of Commerce;\
(d) not be designated on any list of prohibited or restricted parties, including lists maintained by the United Nations Security Council, the U.S. Government (i.e., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury and the Entity List of the U.S. Department of Commerce), the European Union or its member states, the United Kingdom, or other applicable government authority; and\
(e) not be a person who is located in, a citizen of, or a resident of a country, jurisdiction, or region subject to sanctions by the United Nations, the U.S. Government, the European Union or its member states, the United Kingdom, the People’s Republic of China, the Hong Kong Special Administrative Region of the People’s Republic of China, or other applicable government authority.

In addition, certain Services may not be available in certain other regions or jurisdictions, as determined by us from time to time in our sole and absolute discretion.

### 3. Changes

#### 3.1 To the Services

We may, at our sole and absolute discretion, change or discontinue any or all of the Services or change or remove functionality of any or all of the Services from time to time. We will use commercially reasonable efforts to communicate to you any discontinuation of the Services through the Site or public communication channels.

#### 3.2 To this Agreement

We reserve the right, at our sole and absolute discretion, to modify or replace any part of this Agreement or our Privacy Policy at any time. It is your responsibility to check this Agreement periodically for changes; however, we will also use commercially reasonable efforts to communicate any material changes to this Agreement through the Site, email, or public channels.

You agree that your continued use of or access to the Services following the posting of any changes to this Agreement constitutes acceptance of those changes, whether or not you were checking for changes or actually read the changes.

***

### 4. Your Responsibilities

#### 4.1 Use of the Services

For any Services provided by **Omnex Labs**, whether accessed via our Site, developer APIs, SDKs, graphical interfaces, or other integration methods, and except to the extent caused by our breach of this Agreement:

(a) you are responsible for all activities that occur through your use of the Services, whether undertaken by you, your employees, contractors, agents, or any third party acting on your behalf;

(b) you will ensure that your use of the Services does not violate any applicable law; and

(c) **Omnex Labs** and its Affiliates are not responsible for unauthorized access to or misuse of the Services, including any unauthorized use of your blockchain addresses, Wallet credentials, API keys, or other integration credentials, whether resulting from fraud, phishing, social engineering, malware, or any other malicious activity perpetrated by third parties.

***

#### 4.2 Security and Configuration

You are solely responsible for properly configuring and using the Services, including integrating with the Protocol in a secure manner, and for taking appropriate measures to secure, protect, and back up any information, credentials, private keys, smart contract code, or configuration files you use in connection with the Services.

**Omnex Labs** does not store or have access to your private keys, Wallet credentials, or other authentication mechanisms used to interact with the Protocol. You are solely responsible for maintaining the security of such credentials and any associated blockchain accounts.

***

#### 4.3 Interaction with Blockchain Protocols and Smart Contracts

The Services may enable you to interact with **Omnex Layer**, **Omnex Layer Bridge**, and other blockchain protocols, including by deploying or interacting with smart contracts, transferring assets, bridging assets to or from other chains, or engaging with decentralized applications. You are solely responsible for:

(a) ensuring that any smart contract code you deploy or interact with is secure, functional, and compliant with applicable laws;

(b) validating and approving any blockchain transactions you sign; and

(c) understanding and accepting the risks associated with interacting with blockchain protocols, including irreversible transactions, potential vulnerabilities in smart contract code, and loss of access to assets due to misconfiguration or error.

**Omnex Labs** does not execute transactions on your behalf and has no custody or control over your assets or private keys.

***

#### 4.4 Your Representations and Warranties

By using the Services, you represent and warrant to us:

(a) that you understand the risks associated with using the Services, that you are not prohibited or restricted from accessing the Site or using the Services by Section 2.4 of this Agreement, and that you are not otherwise prohibited by applicable laws from using, or acting for the benefit of another person that is prohibited or restricted from using, the Site or the Services;

(b) that you have had the opportunity to seek legal, accounting, taxation, and other professional advice regarding this Agreement and the Services;

(c) that you are currently in compliance with, and must, at your own cost and expense, comply with all laws that relate to or affect the Services, including laws related to anti-money laundering, counter-terrorism financing, anti-corruption, economic sanctions, tax information exchange, and other tax laws, and that you consent to any and all tax and information reporting under all such laws as we may reasonably determine;

(d) that you have not (i) violated; (ii) been fined, debarred, sanctioned, been the subject of economic sanctions-related restrictions, or otherwise penalized under; (iii) received any oral or written notice from any government or official concerning actual or possible violation by you under; or (iv) received any other report that you are the subject or target of sanctions, restrictions, penalties, or enforcement action or investigation under, any laws;

(e) that you will not falsify any Site, Services, or account registration or administration details provided to us;

(f) that you will not falsify or materially omit any information or provide misleading or inaccurate information requested by us in the course of, directly or indirectly relating to, or arising from your activities on the Site or use of any Services, including at registration or during administration or other due diligence processes, and that if any information provided to us becomes incorrect or outdated, including information relating to your ownership, you will promptly provide corrected information to us;

(g) that you acknowledge and agree that any instructions received or undertaken through the Site with your login credentials or from your authorized email address on file with us are deemed to be valid, binding, and conclusive regardless of whether there is any error resulting from an instruction made by you or on your behalf, any error resulting, directly or indirectly, from fraud or the duplication of any instruction made by you or on your behalf, or the malfunction of any device or compromise of credentials used by you to deliver instructions, and that we may act upon those instructions without any liability or responsibility attaching to us;

(h) that you will fairly and promptly report all income associated with your activity on the Site pursuant to applicable laws and pay any and all taxes thereon;

(i) that you will determine whether taxes apply to any transactions you initiate or receive and, if so, report and/or remit the correct tax to the appropriate tax authority;

(j) that you are not subject to a **User Insolvency Event**, and have no reason to believe that you will be subject to a User Insolvency Event within the following six (6) months;

(k) that if you are acting on behalf of a DAO or other person, whether or not such person is formally incorporated, you represent and warrant that you have all rights and authority necessary to act on behalf of such person;

(l) that none of (i) you; (ii) any Affiliate of any person on behalf of which you are using the Services; (iii) any other person having a beneficial interest in any person on behalf of which you are using the Services; or (iv) any person for whom you are acting as an agent or nominee in connection with the Services, is a senior foreign political figure, or any immediate family member or close associate of a senior foreign political figure;

(m) that there is no legal proceeding pending that relates to your activities involving buying, selling, staking, or otherwise using Digital Asset trading or blockchain technology-related activities;

(n) that you have not failed to comply with, and have not violated, any applicable legal requirement relating to any blockchain technologies or Digital Asset-related activities, and no investigation or review by any governmental entity is pending or, to your knowledge, has been threatened against or with respect to you, nor does any government order or action prohibit you or any of your representatives from engaging in or continuing any conduct, activity, or practice relating to any Digital Assets; and

(o) that you will accurately and promptly inform us if you know or have reason to know that any of the foregoing representations or warranties is no longer correct or becomes incorrect.

You acknowledge that **Omnex Labs** relies upon these representations and warranties as a condition to providing the Services and that, without them, **Omnex Labs** would not make the Services available to you.

### 5. User Conduct

You agree that you are solely responsible for your conduct in connection with the Services. You agree that you will abide by this Agreement and will not (and will not attempt to):

(a) provide false or misleading information to **Omnex Layer**, **Omnex Layer Bridge**, or **Omnex Labs**;

(b) use or attempt to use another user’s Wallet;

(c) impersonate another person;

(d) use the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Services, or that could damage, disable, overburden, or impair the functioning of the Services in any manner;

(e) develop, use, or disseminate any software, or interact with any API in any manner, that could damage, harm, or impair the Services;

(f) bypass or circumvent measures employed to prevent or limit access to any feature, function, area, or code of the Services;

(g) bypass or ignore instructions that control all access to the Services;

(h) use the Services for any illegal or unauthorized purpose, or engage in, encourage, or promote any activity that violates any applicable law or this Agreement;

(i) carry out any illegal activities in connection with or in any way related to your access to and use of the Services, including money laundering, terrorist financing, or deliberately engaging in activities designed to adversely affect the performance of the Services;

(j) engage in or knowingly facilitate any “front-running,” “wash trading,” “pump and dump trading,” “ramping,” “cornering,” fraudulent, deceptive, or manipulative trading activities;

(k) use the Services to carry out any financial activities subject to registration or licensing, including using the Services to issue or transact in securities, Digital Assets, debt financings, equity financings, or other similar transactions except in strict compliance with all applicable laws; or

(l) attempt to access any Wallet that you do not have the legal authority to access.

***

### 6. Disclaimers and Risks

#### 6.1 Disclaimers

THE SERVICES ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED, OR WAIVED, WE AND OUR AFFILIATES AND LICENSORS (A) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE REGARDING THE SERVICES, THE THIRD PARTY CONTENT, OR THE THIRD PARTY SERVICES, AND (B) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (I) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, (II) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, (III) THAT THE SERVICES, THIRD PARTY CONTENT, OR THIRD PARTY SERVICE WILL BE UNINTERRUPTED, ERROR FREE, OR FREE OF HARMFUL COMPONENTS, AND (IV) THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE NOT RELIED AND ARE NOT RELYING UPON ANY REPRESENTATION OR WARRANTY FROM US THAT IS NOT OTHERWISE IN THIS AGREEMENT OR IN A SEPARATE WRITTEN AGREEMENT BETWEEN US, AND YOU AGREE YOU WILL NOT TAKE A POSITION IN ANY PROCEEDING THAT IS INCONSISTENT WITH THIS PROVISION.

***

#### 6.2 Risks

THE SERVICES RELY ON EMERGING TECHNOLOGIES, INCLUDING BLOCKCHAIN AND DISTRIBUTED LEDGER TECHNOLOGY. BY USING THE SERVICES, YOU EXPLICITLY ACKNOWLEDGE AND ACCEPT THE RISKS INHERENT IN INTERACTING WITH DECENTRALIZED PROTOCOLS, INCLUDING THE **OMNEX LAYER NETWORK**. YOU REPRESENT THAT YOU ARE FINANCIALLY AND TECHNICALLY SOPHISTICATED ENOUGH TO UNDERSTAND THE RISKS ASSOCIATED WITH USING CRYPTOGRAPHIC AND BLOCKCHAIN-BASED SYSTEMS, INCLUDING THE RISKS ARISING FROM PROTOCOL UPGRADES, SMART CONTRACT INTERACTIONS, AND CROSS-CHAIN ASSET TRANSFERS.

In particular, you understand and accept that:

(a) we do not control the Ethereum blockchain or any other underlying networks that the Protocol interacts with, nor do we control smart contracts or applications deployed by third parties on the **Omnex Layer Network**;

(b) blockchain protocols present their own risks, including the possibility of losses resulting from protocol bugs, security vulnerabilities, misconfigured smart contracts, or violation of protocol rules;

(c) transactions on blockchains are irreversible, and errors (including sending assets to incorrect addresses or interacting with malicious contracts) may result in permanent loss;

(d) the cost and speed of transactions on blockchain-based systems can vary and may increase dramatically at any time, and such factors are outside our control;

(e) protocol upgrades (including changes in proof systems or consensus mechanisms) may introduce bugs or security vulnerabilities that can affect functionality or lead to loss of funds or data; and

(f) use of bridging services and RWA tokenization features involves additional risks, including cross-chain attacks, bridge contract exploits, and changes in legal or regulatory treatment of tokenization and digital assets.

We may provide access to features or services in “beta” or pre-release form, which may have bugs or errors, may be incomplete, may change prior to full release, or may never be released commercially.

You agree that you are solely responsible for evaluating and managing all risks associated with your use of the Services. We do not guarantee the legitimacy, safety, or suitability of any third-party application, contract, or Digital Asset that may interact with the **Omnex Layer Network**. We are not responsible for, and will not be liable for, any losses resulting from your engagement with third parties, including developers, Digital Asset issuers, or other users of the Protocol.

***

#### 6.3 Bridging and Cross-Chain Risks

When you use **Omnex Layer Bridge** to transfer Digital Assets between Ethereum, **Omnex Layer**, and/or other supported networks, you acknowledge and agree that:

(a) cross-chain transactions rely on multiple independent networks, any of which may fail, be congested, be attacked, or otherwise malfunction;

(b) bridge smart contracts and associated infrastructure may be exploited by malicious actors, resulting in loss of assets;

(c) differences in protocol rules, consensus mechanisms, or transaction finality between chains may cause delays, reversions, or incompatibility;

(d) bridged assets may not have the same legal, economic, or technical characteristics as their original form, and may be subject to additional regulatory or compliance obligations in one or more jurisdictions; and

(e) we do not custody, control, or guarantee the redemption or availability of bridged assets, and are not responsible for any loss, delay, or failure in cross-chain transfers, regardless of cause.

***

#### 6.4 Third Party Services and Content

The Services may provide access to services, sites, technology, applications, informational content, products, and resources that are provided or otherwise made available by third parties (“Third Party Content” and “Third Party Services”).

Your access and use of Third Party Content and Third Party Services may also be subject to additional terms and conditions, privacy policies, or other agreements with such third parties. Those terms and conditions may involve separate fees and charges or may include disclaimers or risk warnings about reliance on or the accuracy of any information.

We have no control over and are not responsible for such Third Party Content or Third Party Services, including for the accuracy, availability, reliability, or completeness of information or content shared by or available through them, or for the privacy practices of such third parties.

We disclaim all responsibility and liability for any losses on account of your reliance upon or use of such content or services. The integration or inclusion of such Third Party Services does not imply an endorsement or recommendation. You access, rely upon, or use any Third Party Content or Third Party Services at your own risk.

If you access or use a staking service, a third party may stake certain Digital Assets on your behalf, acting as a transaction validator on the applicable blockchain network. You acknowledge and agree that we are not responsible for your use of any staking service and shall have no liability whatsoever in connection with such service.

THE RISK DISCLOSURES ABOVE ARE NOT EXHAUSTIVE. YOU MUST CONDUCT YOUR OWN DUE DILIGENCE AND SEEK PROFESSIONAL ADVICE TO DETERMINE WHETHER YOUR USE OF THE SERVICES IS APPROPRIATE FOR YOUR PARTICULAR SITUATION.

***

### 7. Limitation of Liability

#### 7.1 Limitation of Amount

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF US TOGETHER WITH ALL OF OUR AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT (REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM NEGLIGENCE OR OTHERWISE) EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE.

THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. WE SHALL HAVE NO LIABILITY TO YOU WITH RESPECT TO ANY SERVICE EXCEPT TO THE EXTENT THAT SUCH DAMAGES ARE DETERMINED BY FINAL JUDGMENT OF A COURT OR ARBITRATOR. THE FOREGOING LIMITATION WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

***

#### 7.2 Exclusion of Consequential and Related Damages

IN NO EVENT WILL WE OR OUR AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION, OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF WE OR OUR AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF THE RELEVANT REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE.

THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

***

### 8. Indemnification and Release

#### 8.1 General Indemnification

You agree to defend, indemnify, and hold harmless **Omnex Labs**, its Affiliates, and each of their respective officers, directors, employees, service providers, licensors, and agents (collectively, the “**Omnex Parties**”) from and against any and all losses arising out of or relating to:

(a) your access to or use of the Services, **Omnex Layer**, or **Omnex Layer Bridge**;\
(b) any content, data, code, or materials you develop, deploy, or otherwise make available through the Services, **Omnex Layer**, or **Omnex Layer Bridge**;\
(c) your violation of this Agreement or of any applicable law or regulation; or\
(d) your infringement or misappropriation of the rights of any other person.

We will provide you with prompt notice of any claim subject to indemnification under this section. We reserve the right, at our sole discretion, to assume the exclusive defense and control of any matter subject to indemnification, and you agree to cooperate with our defense of any such claim. You may not settle or compromise any claim against the **Omnex Parties** without our prior written consent.

You expressly acknowledge and agree that you assume all risks associated with your access to and use of the Services, including your interaction with **Omnex Layer** or **Omnex Layer Bridge**. To the maximum extent permitted by law, you hereby irrevocably waive and release the **Omnex Parties** from any and all liability, claims, causes of action, or damages of any kind or nature, whether known or unknown, arising out of or in any way connected with your use of the Services, **Omnex Layer**, or **Omnex Layer Bridge**.

If you are a resident of a jurisdiction where there are protections by statute, regulation, or common law doctrine that may limit the scope of a general release to include only those claims known or suspected to exist at the time of the release, you hereby expressly waive the applicability of such provisions.

***

#### 8.2 Intellectual Property

You will defend the **Omnex Parties** against any third-party claim alleging that any of Your Content infringes or misappropriates that third party’s intellectual property rights and will pay the amount of any adverse final judgment or settlement.

We have no obligations or liability under this section arising from infringement by you combining the Services with any other product, service, software, data, content, or method. In addition, we will have no obligations or liability arising from your use of the Services after we have notified you to discontinue such use.

***

#### 8.3 Process

In no event will you agree to any settlement of any claim that involves any commitment, other than the payment of money, without our written consent.

#### **9. Fees and Taxes**

* **9.1 Gas Fees:**\
  Omnex Layer doesn’t charge direct service or subscription fees — only blockchain “gas” fees (paid to the network, not to Omnex Layer).\
  → *You bear all gas costs for transactions.*
* **9.2 Taxes:**\
  Each party (you and Omnex Layer) is responsible for their own taxes.\
  Omnex Layer may withhold taxes if required by law.

***

#### **10. Temporary Suspension & API Limits**

* **10.1 When You Can Be Suspended:**\
  Omnex Layer can suspend your access immediately if:
  * Your use creates **security, legal, or ethical risks**,
  * You **breach** the Agreement,
  * You **fail to pay** (if applicable) for 30+ days, or
  * You **cease operations or go bankrupt.**
* **10.2 During Suspension:**
  * You’re still responsible for any fees during suspension.
  * You don’t get fee credits or compensation.
* **10.3 API Rate Limits:**\
  Omnex Layer can **limit or suspend** API access if you exceed usage thresholds or send excessive requests.\
  They *may* warn you first, but it’s not guaranteed.

***

#### **11. Term and Termination**

* **11.1 Term:**\
  The Agreement lasts until you stop using the Services or Omnex Layer ends your access.
* **11.2 Termination:**
  * **By you:** You can quit anytime by stopping use.
  * **By either party (for cause):** If there’s a *material breach* that isn’t fixed within 30 days.
  * **By** Omnex Layer **immediately:**
    * If it already has suspension rights under Section 10,
    * If a partner relationship ends (e.g., a key tech provider), or
    * To avoid legal or regulatory risk.
* **11.3 Effects of Termination:**
  * All rights under the Agreement end.
  * You’re still responsible for fees up to the termination date.
  * Key clauses (like indemnification, limitation of liability, arbitration, etc.) **continue to apply**.

***

#### **12. Governing Law & Arbitration**

⚠️ **This section is critical — it limits how disputes can be resolved.**

* **12.1 Governing Law:**\
  The Agreement is governed by **Hong Kong law**.
* **12.2 Binding Arbitration:**
  * You must first **attempt to resolve disputes informally** via email to `info@omnex.co`.
  * If unresolved after **30 days**, either party can demand **arbitration under HKIAC** (Hong Kong International Arbitration Centre).
  * **Seat of arbitration:** Hong Kong.
  * **Language:** English.
  * **One arbitrator** with legal/technical expertise (appointed by HKIAC if no agreement).
  * **Individual arbitration only** — no class actions, no group claims.
* **Time Limit:**\
  Claims must be filed **within one (1) year** or they’re permanently barred.
* **Confidentiality:**\
  Arbitration proceedings are **confidential**, with limited exceptions (e.g., legal obligations).
* **Injunctive Relief:**\
  Omnex Layer can still seek **urgent legal remedies (like injunctions)** in any jurisdiction.
* **Class Action Waiver:**\
  You **waive your right** to participate in any class action or collective proceeding.

#### 13 Miscellaneous

**13.1 Assignment**\
You will not assign or otherwise transfer this Agreement or any of your rights and obligations under this Agreement without our prior written consent. Any assignment or transfer in violation of this section will be void. We may assign this Agreement without your consent (a) in connection with a merger, acquisition, or sale of all or a portion of our assets; or (b) to any Affiliate or third party; and effective upon such assignment, the assignee is deemed substituted for us as a party to this Agreement, and we are fully released from all of our obligations and duties to perform under this Agreement. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

**13.2 DAOs**\
We may interact with and provide certain Services to DAOs. Due to the unique nature of DAOs, when a DAO votes in favor of and/or accepts such Services from us, the DAO shall be deemed to have acknowledged and agreed to this Agreement in its entirety.

**13.3 Entire Agreement**\
This Agreement constitutes the entire agreement between you and us regarding the subject matter of this Agreement.

**13.4 Force Majeure**\
Neither we nor our Affiliates will be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond such party’s reasonable control, including acts of God, utility or telecommunications failures, cyber-attacks, earthquakes, storms or other elements of nature, pandemics, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

**13.5 Export and Sanctions Compliance**\
In connection with this Agreement, you will comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations, including all such laws and regulations that prohibit certain transactions. For clarity, you are solely responsible for compliance related to the manner in which you choose to use the Services. You may not use the Services if you are the subject of sanctions by the United Nations, the U.S. Government, the European Union or its member states, the United Kingdom, the People’s Republic of China, the Hong Kong Special Administrative Region of the People’s Republic of China, or any other applicable government authority.

**13.6 Independent Contractors; Non-Exclusive Rights**\
You and we are independent contractors, and this Agreement will not be construed to create a partnership, joint venture, agency, or employment relationship. Neither party, nor any of their respective Affiliates, is an agent of the other for any purpose or has authority to bind the other. We reserve the right (a) to develop or have developed for us products, services, concepts, systems, or techniques that are similar to or compete with those developed or contemplated by you, and (b) to assist third-party developers or systems integrators who may offer products or services that compete with yours.

**13.7 Age**\
If you are under the age of majority in your jurisdiction of residence, you may use the Site or Services only with the consent of or under the supervision of your parent or legal guardian.

**NOTICE TO PARENTS AND GUARDIANS:** By granting your minor permission to access the Site or Services, you agree to these Terms of Service on behalf of your minor. You are responsible for supervising your minor’s online activities. If you do not agree to these Terms of Service, do not allow your minor to use the Site or Services.

**13.8 Language**\
All communications and notices made or given pursuant to this Agreement must be in the English language. If we provide a translation of this Agreement, the English version will control in case of any conflict.

**13.9 Notice**

(a) **To You**\
We may provide any notice to you under this Agreement using commercially reasonable means, including: (i) posting a notice on the Site; (ii) posting the notice in the Interface; or (iii) using public communication channels. Notices we provide by posting on the Site or via public communication channels will be effective upon posting.

(b) **To Us**\
To give us notice under this Agreement, you must contact us by email at **<info@omnexlayer.io>**.

**13.10 No Third-Party Beneficiaries**\
Except as otherwise set forth herein, this Agreement does not create any third-party beneficiary rights in any person that is not a party to this Agreement. Without limiting the foregoing, a person who is not a party to this Agreement will have no rights under the Contracts (Rights of Third Parties) Ordinance (Cap. 623 of the laws of Hong Kong) to enforce any of its terms.

**13.11 No Waivers**\
The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of that provision nor limit our right to enforce it later. All waivers by us must be in writing to be effective.

**13.12 Severability**\
If any portion of this Agreement is held invalid or unenforceable, the remaining portions will remain in full force and effect. Any invalid or unenforceable portion will be interpreted to best reflect the intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed, but the rest of the Agreement will remain effective.

Any present or future legislation that operates to vary the obligations of a party under this Agreement, resulting in another party’s rights, powers, or remedies being adversely affected (including by way of delay or postponement), is excluded except to the extent that its exclusion is prohibited or rendered ineffective by law.

**13.13 Notice and Procedure for Making Claims of Copyright Infringement**\
If you are a copyright owner or an agent thereof and believe that your copyright or the copyright of a person you represent has been infringed, please provide us written notice at the address below including:

(a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;\
(b) a description of the copyrighted work or other intellectual property that you claim has been infringed;\
(c) a description of where the material that you claim is infringing is located with respect to the Services;\
(d) your address, telephone number, and email address;\
(e) a statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and\
(f) a statement made under penalty of perjury that the above information is accurate and that you are the copyright or intellectual property owner or authorized to act on the owner’s behalf.

You can reach us at:\
**Email:** <info@omnexlayer.io>\
**Subject Line:** Copyright Notification\
**Attention:** Copyright – Omnex Layer

**13.14 No Liability for Losses**\
A party is not liable for any Losses caused by the exercise or attempted exercise of, failure to exercise, or delay in exercising a right or remedy under this Agreement.

**13.15 Discretion in Exercising Rights**\
A party may exercise a right or remedy or give or refuse consent in any manner it considers appropriate (including by imposing conditions), unless this Agreement expressly states otherwise.

***

## 14 Definitions

**“Affiliates”** means, in relation to a Person, a direct or indirect subsidiary of that Person, a holding company of that Person, and any other subsidiary of that holding company.

**“API”** means an application program interface.

**“applicable law” or “law”** means common law, principles of equity, and laws made by a government, including regulations, rules, directives, policies, or guidelines (whether or not having the force of law).

**“Bridge” or “Bridging”** means a functionality that enables transfer of Digital Assets between the **Omnex Layer** network and other supported blockchain networks.

**“content”** means any data, text, audio, video, images, software (including machine images), and documentation.

**“DAO”** means a decentralized autonomous organization governed by a community of members who collectively participate in decision-making, often using blockchain technology and smart contracts to automate actions and enforce rules.

**“Digital Assets”** means any:\
(a) digital representation of value used for payment, investment, or to access a good or service;\
(b) asset or token in digital or electronic form that uses cryptography or distributed ledger technology;\
(c) unit of account, store of economic value, or medium of exchange in digital or electronic form; or\
(d) asset or thing classified as or referred to as a “digital asset,” “virtual asset,” “cryptocurrency,” “token,” “non-fungible token,” or similar term in any jurisdiction.

**“End User”** means any person that directly or indirectly through another user: (a) accesses or uses Your Content; or (b) otherwise accesses or uses the Services through your Wallet.

**“Losses”** means any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees).

**“Person”** means an individual, corporation, partnership, joint venture, limited liability company, government authority, unincorporated organization, trust, association, or other entity.

**“Privacy Policy”** means the privacy policy describing how we collect, use, disclose, store, and protect your personal data when you access or use the Services, as updated from time to time and available on the Site.

**“Services”** means the Services, our content, and any other product or service provided by us under this Agreement, including all associated trademarks, service marks, trade names, and logos. Services do not include Third Party Content or Third Party Services.

**“Suggestions”** means all proposed or suggested changes or improvements to the Services (whether or not they actually improve the Services).

**“Term”** means the term of this Agreement described in section 11.1.

**“Termination Date”** means the effective date of termination provided in accordance with section 11.2.

**“User Insolvency Event”** means if you are subject to any of the following:\
(i) suspension of payment of debts or inability to pay debts as they fall due;\
(ii) negotiations or arrangements with creditors due to financial difficulties;\
(iii) declaration of a moratorium on indebtedness;\
(iv) appointment of a liquidator, receiver, administrator, or similar officer in respect of you or your assets;\
(v) your assets being worth less than your liabilities; or\
(vi) any analogous event in any jurisdiction.

**“Wallet”** means a software application (or other mechanism) that allows for holding, storing, and transferring Digital Assets, including your Wallet address, Digital Assets balance, and cryptographic keys.

**“Your Content”** means content that you or any End User transfers to us for storage or hosting by the Services, and any computational results derived therefrom, excluding any information submitted to a blockchain protocol for processing.


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