Universal Market Protocol (UMP) Terms of Service

Last Revised On: November 22, 2024

Welcome to Universal Market Protocol (UMP), a decentralized marketplace protocol enabling users to buy, sell, and interact with smart contracts on the Base blockchain. By accessing or using UMP, you agree to be bound by the following Terms of Service (“Agreement”). If you disagree with any part of these terms, please do not use UMP.

  1. About UMP

    Universal Market Protocol (UMP) is an open, permissionless protocol deployed on the Base blockchain, facilitating peer-to-peer transactions and escrow via smart contracts. By using UMP, you acknowledge that it operates independently of UMP's developers, including but not limited to Ump Labs Inc., who provide no direct control or custody over your transactions or digital assets.

    UMP is a non-custodial protocol, meaning that UMP developers do not have control over or access to any user's funds, private keys, or digital assets. Users are solely responsible for securing their wallets and assets.

    The UMP website and related services (“Services”) are provided by Ump Labs Inc. to support and facilitate interaction with the UMP protocol and community. The Services may include any resources made available through our website at https://ump-eth.xyz, other affiliated websites, any mobile or decentralized applications, any application programming interfaces (“APIs”), and any direct assistance or support provided by us to help users access or understand the UMP protocol.

    Blockchain Data Indexing: The Ump Labs website functions as an interface for viewing and interacting with data on the Base blockchain. It scans the blockchain for transactions involving UMP's smart contracts and indexes this information to simplify reading and accessing transaction data. This indexing service is provided to enhance user experience by making blockchain data more accessible and easier to interpret but does not alter or interfere with the underlying data on the blockchain.

    Storefront Visibility: Ump Labs Inc. reserves the right to control which storefronts are displayed on the UMP front-end interface managed by Ump Labs. This includes the right to allow or block storefronts in order to ensure quality, safety, compliance with applicable laws, and alignment with community standards. While UMP is a permissionless protocol, Ump Labs Inc. may, at its sole discretion, restrict storefront visibility on our front-end to maintain a trusted and secure user experience.

  2. Eligibility

    To use UMP, you represent that you:

    • Are at least the age of majority in your jurisdiction.
    • Have the legal authority to enter into this Agreement on behalf of yourself and any entity you represent.
    • Are not subject to economic or trade sanctions, nor a resident of a restricted jurisdiction.
  3. User Responsibilities
    1. Prohibited Activities

      You agree not to engage in any of the following activities:

      • Illegal Transactions: Conducting transactions prohibited by law, such as those involving stolen goods or illicit substances.
      • Intellectual Property Infringement: Posting or sharing content that infringes on copyrights, trademarks, or other proprietary rights.
      • Cybersecurity Violations: Engaging in activities that threaten the integrity or security of the protocol, such as deploying viruses or exploiting the protocol.
      • Fraud and Misrepresentation: Providing false information or attempting to defraud others.
      • Market Manipulation: Engaging in tactics such as pump-and-dump schemes or wash trading.
      • Objectionable Content: Sharing harmful, defamatory, or abusive content.
    2. Compliance and Taxes

      You are solely responsible for ensuring that your use of UMP complies with all applicable laws and regulations, including those related to financial, tax, and securities requirements in your jurisdiction.

    3. Gas Fees

      All blockchain transactions require payment of network fees (“Gas Fees”). You are solely responsible for paying Gas Fees associated with your transactions.

  4. Privacy and Data Security

    UMP does not collect or store user data directly; however, transaction data is recorded on a public blockchain ledger, which is accessible to anyone. This includes transaction details such as wallet addresses, amounts, and timestamps. Users should be aware that blockchain data is transparent and cannot be modified or removed once recorded.

    Additionally, third-party services used by UMP, including but not limited to Infura, The Graph, and Vercel, may collect data such as IP addresses, device information, and usage statistics as part of their operations. UMP has no control over the data practices of these providers, and their data collection is governed by their respective privacy policies.

    To further protect your privacy, users are advised to:

    • Use a fresh Ethereum address for transactions when interacting with UMP.
    • Employ privacy-preserving tools where appropriate.
    • Use a PO box or similar service to protect mailing addresses.
  5. Content and Intellectual Property
    1. Intellectual Property Rights

      The source code for UMP is open-source and available under the GNU General Public License, version 3 (GPLv3). This license grants you the right to view, modify, and distribute the code, provided that any derivatives also remain open-source and are distributed under the same GPL license terms.

      You can access the UMP codebase on our GitHub repository.

    2. User-Generated Content
      1. User Content

        “User Content” means any and all information and content that a user submits to, or uses with, the Site (e.g., content in the user's profile or postings). You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy (defined in Section 3.3). You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by Ump Labs Inc.. Since you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. Ump Labs Inc. is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.

      2. License

        You hereby grant (and you represent and warrant that you have the right to grant) to Ump Labs Inc. an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content, and to grant sublicenses of the foregoing rights, solely for the purposes of including your User Content in the Site. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.

    3. Third-Party Resources

      UMP may include links or references to third-party resources. UMP developers do not control or endorse these third-party services and assume no liability for your interactions with them.

  6. Assumption of Risk

    Using UMP involves risks related to blockchain technology, including but not limited to:

    • Volatility of Digital Assets: Tokens and digital assets can fluctuate in value.
    • Irreversible Transactions: Once executed, blockchain transactions cannot be reversed.
    • Protocol Risks: Issues related to smart contracts, bugs, or other technical issues may arise.
    • Counterparty Risk: UMP is a permissionless protocol, meaning that users may encounter unknown or potentially malicious counterparties. As there is no central authority verifying participants or transactions, users accept the risk that they may transact with bad actors, including but not limited to cases involving fraud, non-delivery of goods, or misrepresentation of assets.

    By using UMP, you acknowledge and accept the financial risks associated with transacting in digital assets, including the potential for significant losses due to price volatility. UMP developers bear no liability for any financial losses resulting from market conditions or user transactions.

  7. Disclaimers
    1. “As-Is” Provision

      UMP is provided “as-is” and “as available.” The developers make no warranties, expressed or implied, regarding its functionality, reliability, or availability. Please note that the smart contracts supporting UMP have not undergone a formal audit. By using UMP, you acknowledge that the smart contracts have not undergone a formal security audit and may contain vulnerabilities. Any loss, malfunction, or exploit resulting from interacting with these contracts is solely the user's responsibility.

      UMP developers do not assume any fiduciary duty to users. By using UMP, you agree that UMP developers provide a protocol but do not act as fiduciaries or advisors on behalf of any users.

      UMP developers disclaim all liability for any losses arising from your use of UMP, including losses resulting from:

      • Technical issues or interruptions.
      • Unauthorized access or misuse of your account or wallet.
      • Inaccuracies in third-party information.
      • Smart contract hacks or other blockchain-based exploits.
    2. No Investment Advice

      UMP developers do not provide investment advice. All content available on UMP is for informational purposes only and should not be interpreted as a solicitation or recommendation to buy or sell digital assets.

  8. Limitation of Liability

    Under no circumstances shall UMP developers be liable for any indirect, incidental, special, or consequential damages arising from your use of the protocol.

  9. Term and termination

    Subject to this Section, these Terms will remain in full force and effect while you use the Site. We may suspend or terminate your rights to use the Site (including your Account) at any time for any reason at our sole discretion, including for any use of the Site in violation of these Terms. Upon termination of your rights under these Terms, your Account and right to access and use the Site will terminate immediately. You understand that any termination of your Account may involve deletion of your User Content associated with your Account from our live databases. Ump Labs Inc. will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account or deletion of your User Content. Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Sections 2.2 through 2.6, Section 3 and Sections 4 through 10.

  10. Modification of Terms

    These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by prominently posting notice of the changes on our Site. Continued use of our Site following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

  11. Indemnification

    You agree to hold harmless and indemnify UMP developers from any claims, damages, or losses resulting from your use of the protocol, violation of these terms, or infringement of third-party rights.

  12. Governing Law

    This Agreement, and any dispute arising out of or related to this Agreement, shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law principles.

    Any dispute that is not subject to arbitration shall be brought exclusively in the state or federal courts located in Delaware. By using UMP, you agree to submit to the personal jurisdiction of these courts for the purpose of litigating such disputes.

  13. Severability

    If any provision of this Agreement is deemed invalid or unenforceable, the remaining provisions will remain in effect to the fullest extent permitted by law.

  14. Contact Information

    UMP Labs Inc.
    131 CONTINENTAL DRIVE SUITE 305
    Newark, DE 19713