Terms of Service‍
Last updated on September 30, 2024
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These Terms of Service (the "Terms") set forth the terms and conditions under which Othentic Labs Ltd. ("Othentic", "we") makes available to you (“Developer”, “you”) the use of the Othentic Stack and other related software programs and smart contracts. The Othentic Stack is a library of production-ready components that developers can use, downloadable from https://docs.othentic.xyz/ (the “Othentic Stack”).
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These Terms are a legal agreement, and they contain important information on your legal rights, remedies and obligations. You may use the Othentic Stack only if you can form a binding contract.Please read and review these Terms carefully.If you are using the Othentic Stack as a natural person, by using the Othentic Stack (i) you agree that you have read, understood and are bound by these Terms; (ii) you will comply with all applicable laws, regulations, rules and policies; and (iii) you represent that you are an adult and have the legal capacity to enter a contract in the jurisdiction where you reside, and are of the minimum age required by the law of your jurisdiction to engage in activity of the type you will engage in using the Othentic Stack, including entering into a binding agreement to abide by these Terms. You also agree that your access to and use of the Othentic Stack is a valuable benefit that you receive by agreeing to and complying with these Terms. If you do not agree to these Terms, you may not access or use the Othentic Stack.If you are using the Othentic Stack as a legal entity and are agreed to the Terms on behalf of such legal entity, by using the Othentic Stack, in addition to the foregoing undertakings, you represent and warrant on behalf of such entity that: (i) you are authorized to accept these Terms on behalf of such entity; (ii) such entity is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; (iii) such entity has all requisite power and authority to enter into these Terms and to consummate the transactions contemplated hereby; and (iv) such entity has duly and properly taken all corporate acts and other proceedings required to be taken to authorize the execution and performance of these Terms and to consummate the transactions contemplated hereby; (v) such entity is in compliance with all applicable laws and will not use the Othentic Stack for or in connection with any unlawful act or purpose or otherwise in breach of these Terms. If you do not agree to these Terms and such entity is not able to make the foregoing representations and warranties, you may not use or access the network.Minors Prohibited: The Othentic Stack is not directed to individuals under the age of eighteen ((18) or the age of majority in your jurisdiction if the age of majority is greater). If you are under the age of eighteen or the age of majority (if greater), you are not authorized to access or use the Othentic Stack.
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Overview of the Othentic Stack
In order to operate properly, the Othentic Stack must interact with certain smart contracts developed and maintained by Othentic, known as “Factories” (the “Othentic Contracts”).Othentic also makes available a CLI, which enables you to perform multiple actions related to your distributed network using the Othentic Stack (the “Othentic CLI”). Othentic may update or modify the Othentic Stack, Othentic Contracts and/or Othentic CLI from time to time. In the event of the update of the Othentic Stack, the updates will be made available via the same repository from which you originally downloaded the Othentic Stack. It is your responsibility to ensure that you are using the most updated version of the Othentic Stack. Failure to use the most updated version of the Othentic Stack may result, among other things, in the Othentic Stack not operating properly and/or security breaches.Please note that although the Othentic Stack is currently not a decentralized network, in the future, we may decentralize certain decision-making powers to a foundation or a DAO or other decision making body or group, allocating to them decision-making responsibility over all or certain aspects of the Othentic Stack. Othentic will not have any liability or responsibility with respect to any decentralized portion of the Othentic Stack. In case of a decentralization of the governance over all or a part of the Othentic Stack, additional changes to these Terms may apply.  Othentic will not be exposed or have access to any of the user data in your Developer Network (as defined below) due to your use of the Othentic Stack.The Othentic Stack and Othentic Contracts are non-custodial. Othentic will not have access to any of your or your users’ private keys or crypto assets.Control over the ability to make certain changes and upgrades to the Othentic Stack is given to a Multisig account. Information about the Multisig account can be found at: https://othentic.gitbook.io/main/avs-framework/explainers/governance-multisig/. We urge you to keep up to date on the information published on such webpage and to any changes to the governance Multisig, as they may impact your use of the Othentic Stack. You are responsible for the safekeeping and security of the portions of the Multisig held by you. Loss of any keys may be irretrievable.
LicenseSubject to your compliance with these Terms, Othentic grants you a non-exclusive, non-transferable, non-sublicensable right and license to download, access and use the Othentic Stack and the Othentic CLI and any other materials or information downloaded from or made available to you from https://docs.othentic.xyz/ (the “Documentation”), during the term of these Terms, for the sole purpose of building and operating Developer’s network (the “Developer Network”), as further detailed at: https://othentic.gitbook.io/ and solely for the purposes and in the manner described therein from time to time.The software code underlying the  Othentic Stack, Othentic Contracts and Othentic CLI is licensed under the terms of the Business Source License 1.1.The Othentic Stack may only be deployed and run interfacing with the Othentic Contracts. Any other use of the Othentic Stack is strictly prohibited.The code of the Othentic Stack is made available in open-source format. However, it is important to note that this code is not intended to be modified by the Developer. Any modification may adversely and significantly impact the functionality, operation or security of the Othentic Stack. To the extent that Developer nevertheless decides to make any such modification, the continued use of the Othentic Stack and the results of any such modification are at Developer’s sole liability and risk.
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Fees
‍The Othentic Stack will allocate to Othentic, or an entity or decentralized organization designated by it, a certain percentage of the Developer Network’s gas fees paid when running the Developer Network using the Othentic Stack (the “Fees”). The rate of the Fees may be changed from time to time by Othentic and/or by any governance mechanism designated with decision making rights with respect to the Othentic Stack.
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Ownership
‍As between you and Othentic, Othentic is the sole and exclusive owner of all intellectual property rights in and to the Othentic Stack, Othentic Contracts and/or Othentic CLI, including any improvements, updates, upgrades and modifications made thereto by Othentic, and you do not acquire any ownership interest in the Othentic Stack, Othentic Contracts and/or Othentic CLI by accessing or using the Othentic Stack, Othentic Contracts and/or Othentic CLI.We welcome feedback, bug reports, comments, and suggestions for improvements to the Othentic Stack, Othentic Contracts and/or Othentic CLI (“Feedback”). All Feedback becomes the sole and exclusive property of Othentic, and you agree that Othentic may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you, and without retention by you of any proprietary or other right or claim. You hereby assign to Othentic any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback, and, to the extent that any rights in and to Feedback cannot be assigned (including without limitation any moral rights), you hereby agree to waive such rights.The  Othentic Stack, Othentic Contracts and/or Othentic CLI may use or include third party software, files and components that are subject to open source and/or third party license terms (“Third Party Components”). Your right to use such Third Party Components as part of, or in connection with, the  Othentic Stack, Othentic Contracts and/or Othentic CLI is subject to any applicable acknowledgments and license terms accompanying such Third Party Components, contained therein or related thereto. If there is a conflict between the licensing terms of such Third Party Components and these Terms, the licensing terms of the Third Party Components shall prevail in connection with the related Third Party Components. Such Third Party Components are provided on an “AS IS” basis without any warranty of any kind and shall be subject to any and all limitations and conditions required by such third parties. __________________

Developer Network
‍Developer is solely and exclusively responsible and liable for the Developer Network. In particular and without limiting the generality of the foregoing, only Developer is liable towards the end users of the Developer Network. Othentic will have no privity, liability or obligations towards the end users of the Developer Network. Developers will indemnify and hold Othentic harmless from and against any Developer Network end user claims or demands.Since the Othentic Stack, Othentic Contracts and/or Othentic CLI are made generally available, Othentic has no control over the Developer Network. Developer is solely and exclusively responsible and liable that the Developer Network will comply with all applicable laws, rules and regulations. Developer will indemnify and hold Othentic harmless from and against any claims that the Developer Network or use thereof breaches or infringes any laws, or regulations.By using the Othentic Stack with a Developer Network, you represent and warrant that (i) the Developer Network is your original creation or that you have valid rights to use and incorporate any third party intellectual property within the Developer Network; and (ii) you comply with all applicable laws, rules and regulations including but not limited to anti-money laundering or terror financing, anti-corruption or bribery laws as well as sanctions and export laws.
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Prohibited Conduct
‍You undertake, warrant and agree that, while using or accessing the Othentic Stack, Othentic Contracts and/or Othentic CLI, you will not:Deploy or run the Othentic Stack without interfacing with the Othentic Contracts. Any other use of the Othentic Stack is strictly prohibited.Modify or otherwise change the code underlying the Othentic Stack or Othentic CLI;Bypass or attempt to bypass any protocol fees;Create a fork or copy of the Othentic Stack;Interfere with or disrupt the operation of the Othentic Stack, Othentic Contracts and/or Othentic CLI, or disobey any laws, regulations, requirements, procedures, or policies of such code or networks;Engage or attempt to engage in any attack or other malicious behavior or activity that threatens the integrity of the Othentic Stack, Othentic Contracts and/or Othentic CLI;Engage in any unauthorized means of accessing, logging-in or registering on the Network, or obtaining lists of users or other information from or through the Network, including, without limitation, any information residing on any server or database connected to the Network;Use the Network or Network Content in any manner that could interrupt, damage, disable, overburden or impair the Network, or interfere with any other party’s use of the Network, including, without limitation, sending mass unsolicited transactions or “flooding” servers;Use the Othentic Stack, Othentic Contracts and/or Othentic CLI in violation of any applicable law, rule or regulation;Use the Othentic Stack, Othentic Contracts and/or Othentic CLI if you are a citizen, resident or otherwise located in a country or region subject to comprehensive sections, including, but not limited to, Russia, the Crimean region of Ukraine, Cuba, Iran, Lebanon, North Korea, Sudan and Syria;Without derogating from the generality of any other provision of these Terms, use the Othentic Stack, Othentic Contracts and/or Othentic CLI for any type of activity associated with money laundering or terror financing, or to violate any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act (2010), Sections 290-297 of the Israeli Penal Law 1977 (Bribery Transactions), the Israeli Prohibition on Money Laundering Law, 2000, or any other applicable anti-corruption or anti bribery legislation.
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Notifications and Risks concerning Blockchain Technology
‍The Othentic Stack is based on blockchain technology. Furthermore, the Othentic Stack may require the use of a cryptocurrencies for certain aspects of its functionality.Accordingly, when using the Othentic Stack, you should be aware of the following risks associated with blockchain-based software, including the Othentic Stack, and cryptocurrencies:The Othentic Stack and Othentic Contracts operate on top of, or using, other blockchain-based networks and protocols, such as Ethereum, EigenLayer, LayerZero, and other shared security providers. Many blockchain-based networks and protocols are decentralized and rely on the voluntary participation of third parties in order to function properly. Given that these are third party networks and protocols, Othentic has no way to guaranty that they will operate properly or attract sufficient participants. Any failure in these third party networks or protocols will adversely impact the ability of the Othentic Stack and Othentic Contracts to operate properly or to operate at all.The Othentic Stack and Othentic Contracts are likely to experience scheduled and unscheduled downtime, interruptions, delays, bugs, viruses, and cyberattacks.The Othentic Stack and Othentic Contracts may from time to time lack features or functionality and/or require maintenance, support or other adjustments.The Othentic Stack and Othentic Contracts rests or relies, in whole or in part, on open-source software, and there is a risk that a person introduces weaknesses, bugs, viruses or other malicious code or is able to gain unauthorized access into the core infrastructural elements of the Othentic Stack and/or Othentic Contracts causing the system to lose or erase all or a portion of any digital currency or other blockchain-based assets used in connection with the Othentic Stack.You recognize that the Othentic Stack and Othentic Contracts are under development and may undergo significant changes over time and you acknowledge that any expectations regarding the form and functionality of the Othentic Stack and Othentic Contracts held by you may not be met upon release of any update thereto, for any number of reasons including a change in the design and implementation plans and execution of the implementation of the Othentic Stack and Othentic Contracts.Transactions in cryptocurrency are generally irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable.Loss of private keys of cryptocurrency wallets and smart contracts will result in the irretrievable loss of any associated cryptocurrency. You are responsible for the safekeeping of your own private keys. In no event will Othentic be liable in the event that you lose or otherwise cannot access your private keys.You hereby expressly acknowledge and agree that (i) you are accepting and using the Othentic Stack and Othentic Contracts at your sole risk and expense; (ii) you have an adequate understanding of the risks, usage and intricacies of blockchain-based technology such as the Othentic Stack and Othentic Contracts, including the risks set forth above; (iii) neither Othentic nor any shareholder, director, employee, services provider, representative or agent of Othentic (each, a “Subject Person”) shall have any responsibility or liability for the loss, transfer, misappropriation, theft, use or misuse of any blockchain-based assets, including as utilized in connection with the Othentic Stack and Othentic Contracts, or any financial or physical harm or loss related thereto, and you hereby irrevocably waive any and all rights and claims with respect thereto and claims with respect thereto, and (iv) you will comply with any and all applicable laws, rules and regulations regarding your use of the Othentic Stack and Othentic Contracts.In the event that you breach any of your obligations or prohibitions in these Terms, Othentic may discontinue the ability of your Developer Network to interact with the Othentic Contracts, which will cause your copy of the Othentic Stack not to function. Othentic will strive to give you advance notice of any intended discontinuation, however it may choose to do so with or without notice, depending on the severity of the breach. You agree that we shall have no liability to you arising from or related to any inability to use the Othentic Stack as a result of the foregoing.
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Warranty Disclaimers
‍The Othentic Stack, Othentic Contracts, Othentic CLI and the Documentation are provided on an “as is” and “as available” basis, without any representations or warranties whatsoever. The Othentic Stack and Othentic Contracts are source-available programs running on third party blockchain networks. You are responsible for conducting all checks and diligence on the components of the Othentic Stack, Othentic Contracts, Othentic CLI and the Documentation prior to using them, and for ensuring that they meet your needs and requirements.Othentic and/or any governance mechanism may make changes, updates or upgrades to the Othentic Contacts and any time, with or without prior notice, in its sole discretion. You are responsible for monitoring any communications or announcements regarding such changes, updates or upgrades, and ensuring that any continued use of the Othentic Contracts meets your needs and requirements.Othentic may distribute or make available changes, updates or upgrades to the Othentic Stack from time to time. You are responsible for monitoring any communications or announcements regarding the availability of such changes, updates or upgrades, and implementing them within the version of the Othentic Stack that you are running. Othentic will not be responsible or liable in any way for any failures or security breaches of the Othentic Stack if you do not implement such changes, updates or upgrades. Othentic does not guarantee the accuracy, timeliness, correctness, completeness, performance or fitness for a particular purpose of the Othentic Stack, Othentic Contracts, Othentic CLI and the Documentation. They are not liable for any errors, omissions, or inaccuracies in the Othentic Stack, Othentic Contracts, Othentic CLI and the Documentation. THE OTHENTIC STACK, OTHENTIC CONTRACTS, OTHENTIC CLI AND THE DOCUMENTATION ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, DATA PROCESSING SERVICES, UPTIME OR UNINTERRUPTED ACCESS, ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY OR USEFULNESS OF THE OTHENTIC STACK, OTHENTIC CONTRACTS, OTHENTIC CLI AND THE DOCUMENTATION AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, WHICH ARE EXCLUDED FROM THESE TERMS TO THE EXTENT THAT THEY MAY BE EXCLUDED AS A MATTER OF LAW. NO PARTY WARRANTS THAT THE OTHENTIC STACK, OTHENTIC CONTRACTS, OTHENTIC CLI AND THE DOCUMENTATION WILL BE TIMELY, SECURE, UNINTERRUPTED, OR OPERATED FREE OF DELAYS IN TRANSMISSION, FAILURE IN PERFORMANCE, COMPUTER VIRUSES, INACCURACIES, ERRORS, OR DEFECTS. YOU USE THE NETWORK AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES AND VIRUS CHECKS (INCLUDING ANTI-VIRUS AND OTHER SECURITY CHECKS) TO SATISFY YOUR PARTICULAR REQUIREMENTS FOR THE. THERE IS NO WARRANTY THAT THE OTHENTIC STACK, OTHENTIC CONTRACTS, OTHENTIC CLI AND THE DOCUMENTATION WILL MEET YOUR REQUIREMENTS. NO ADVICE, RESULTS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE DOCUMENTATION SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.Some jurisdictions do not allow the disclaimer of implied warranties, so the foregoing disclaimers may not apply to you to the extent they are not allowed by your jurisdiction.YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE OTHENTIC STACK, OTHENTIC CONTRACTS, OTHENTIC CLI AND THE DOCUMENTATION IS TO DISCONTINUE ALL USE THEREOF.     

Limitation of Liability
‍EXCEPT AS SET FORTH HEREIN, UNDER NO CIRCUMSTANCES, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ARISING UNDER ANY OTHER LEGAL OR EQUITABLE THEORY WILL OTHENTIC OR ANY SUBJECT PERSONS BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES THAT ARISE OUT OF OR IN CONNECTION WITH THE USE OF THE OTHENTIC STACK, OTHENTIC CONTRACTS, OTHENTIC CLI AND THE DOCUMENTATION OR WITH THE DELAY OR INABILITY TO USE THE OTHENTIC STACK, OTHENTIC CONTRACTS, OTHENTIC CLI AND THE DOCUMENTATION, OR FROM THE FAILURE OF THE OTHENTIC STACK, OTHENTIC CONTRACTS, OTHENTIC CLI AND THE DOCUMENTATION TO PERFORM AS DESCRIBED OR EXPECTED, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THOSE ASPECTS OF THE HEREIN LIMITATION MAY NOT APPLY TO YOU, IN WHICH CASE LIABILITY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.IN NO EVENT SHALL OTHENTIC’S LABILITY TO YOU UNDER THESE TERMS SHALL EXCEED, IN THE AGGREGATE, THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS (US$100) AND (B) ANY FEES PAID BY YOU AND ACTUALLY RECEIVED BY OTHENTIC DURING THE ONE-YEAR PERIOD PRECEDING THE OCCURRENCE OF THE EVENT GIVING RISE TO THE APPLICABLE LIABILITY.WITHOUT DEROGATING FROM THE FOREGOING, OTHENTIC SPECIFICALLY DISCLAIMS ANY LIABILITY FOR ANY CHANGES TO THE OTHENTIC STACK, OTHENTIC CONTRACTS, OTHENTIC CLI AND THE DOCUMENTATION BY ANY THIRD PARTY OR ANY GOVERNANCE OR DECISION MAKING GROUP OR BODY.
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No Relationship
‍There is no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship between you and Othentic.
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Assignment
‍Your agreement to these Terms is personal to you and you may not transfer or assign it to any third party.
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Entire Agreement
‍YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.These Terms constitute the entire agreement between you and Othentic with respect to the subject matter hereof, and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written relating to such subject matter. A printed version of these Terms and of any notice given in electronic form shall be admissible in any and all judicial or administrative proceedings based upon or relating to these Terms to the same extent as other business documents and records originally generated and maintained in printed form.These Terms are subject to change or amendment from time to time in Othentic’s discretion.These Terms are subject to the laws of the State of Israel. Any dispute related to these terms or otherwise with respect to your use of the Othentic Stack, Othentic Contracts, Othentic CLI and the Documentation will be brought in, and you hereby consent to exclusive jurisdiction and venue of, the competent courts of the Tel-Aviv-Jaffa District, Israel, provided, however, that nothing herein shall be deemed to preclude Othentic from bringing any suit, enforcing any right or taking other legal action in your local jurisdiction. You agree to waive all defenses of lack of personal jurisdiction and forum non-convenience and agree that process may be served in a manner authorized by applicable law or court rule.If any part of these Terms is determined to be invalid or unenforceable under applicable law including, without limitation, the warranty disclaimers and liability limitations stated herein, then the invalid or unenforceable provision(s) will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of these Terms shall continue in full effect.