PIZZASWAP TERMS OF USE

These PizzaSwap Terms of Use (“ Agreement” ) constitute a binding agreement between you (“ User” or “ You” ) and UniPro Technology Limited (“ UniPro,” “ we,” “ us,” or “ our” ) and any of our affiliates regarding your access to and/or use of the PizzaSwap services (collectively, “ the Services” ). This Agreement applies to all actions You perform through PizzaSwap.

By using our Services for the first time, You acknowledge that You have read, understood, and accepted this Agreement, the UniSat Terms of Use (“ Service Terms” ), the Privacy Policy, and any and all other rules or policies. Regardless of Your jurisdiction, nationality, or the Services You use, You are legally bound by all terms and conditions herein. If You do not agree to be bound by this Agreement, do not access or use the Services. This Agreement supplements the Service Terms. In the event of any conflict or inconsistency between the terms of this Agreement and the Service Terms, such conflict shall be resolved by prioritizing this Agreement. All provisions of the Service Terms not modified by this Agreement shall remain in full force and effect. Any capitalized terms not defined herein shall have the meanings assigned to them in the Service Terms.

1. The Services.

1.1 Product Description of PizzaSwap.

PizzaSwap is the first open-source AMM DEX for Bitcoin-native assets, built natively on Bitcoin and Fractal. The platform provides a seamless trading experience while maintaining the robust decentralization and security standards of Bitcoin assets, enabling users to swap, provide liquidity, and earn native protocol assets across both networks without intermediaries. For more detailed product information, please refer to https://docs.unisat.io/unisat-services/pizzaswap.

1.2 Scope of Eligible Assets.

The Services currently support only Bitcoin-native assets. The following categories of assets are explicitly excluded:

  1. Legal and Regulatory Requirements: Assets deemed by resolution of a competent government authority, court ruling, or internal legal review to constitute regulated financial instruments (e.g., securities or derivatives);

  2. Fraud Allegations: Assets whose owners or controllers are subject to fraud allegations by major financial or criminal regulatory authorities;

  3. Intellectual Property Claims: Assets alleged by third parties to infringe intellectual property rights;

  4. User Risks: Assets we determine to pose technical, fraudulent, or other risks that may materially compromise user safety.

1.3 Service Offerings.

Based on the characteristics of the AMM model, PizzaSwap provides the following functions for users to use:

  1. Create Trading Pair and Deploy Liquidity Pool;

  2. Deposit and withdraw funds from modules;

  3. Add or remove liquidity;

  4. Send assets to other addresses within the module, assets are restricted to use within the module only;

  5. Swap assets.

2. User Eligibility and Responsibilities.

2.1 To use this service, you must declare that you are of legal age, have the legal capacity to enter into contracts, and possess full legal authority to agree to and comply with this agreement on behalf of yourself and any company/entity. You will not be accessing the Services in a jurisdiction where such Services are not permitted, restricted or illegal.

2.2 You further represent and warrant to us that you, the legal entity you represent, or any person(s) owning or controlling you or such legal entity, are not listed on any trade or economic sanctions lists maintained by any competent authorities, and you shall not engage in transactions with any listed parties, including but not limited to (1) the Islamic State of Iraq and the Levant (ISIL/Daesh), Al-Qaeda, the Taliban, and associated individuals, groups, enterprises, and entities; any individuals or entities designated by the United Nations Security Council or the United Arab Emirates; (2) the Democratic People’s Republic of Korea (DPRK), the Islamic Republic of Iran, or individuals, groups, enterprises, entities listed on sanctions lists maintained by the UN Security Council, the U.S. government (e.g., OFAC Sanctions List), the European Union or its member states, the Monetary Authority of Singapore (MAS), the Hong Kong Monetary Authority (HKMA), the Hong Kong Customs and Excise Department, or other applicable governmental authorities; and (3) you are not a “U.S. Person” as defined under 17 CFR § 230.902. We reserve the right to modify the scope of Services in any jurisdiction at any time and to determine, at our sole discretion, Your eligibility to access or use this Agreement and the Services. You acknowledge that such determinations may affect Your ability to access or use the Services and agree to bear all associated risks and consequences.

2.3 You are solely responsible for managing Your private keys and safeguarding Your assets. We do not custody, possess, or control Your assets. We assume no liability or obligation for Your use of wallets. We shall not be liable for any claims, damages, losses, or liabilities arising from infringement of Your wallet or assets.

2.4 Prohibited Activities. You affirm that Your access to and use of the Services will fully comply with applicable laws and regulations, and You shall not engage in, promote, or facilitate any illegal activities through the Services, including but not limited to money laundering, market manipulation, cyberattacks, fraud, or misrepresentation.

3. Fees and Payments.

3.1 Network Fees. While accessing and using this service, you are required to pay transaction fees to the relevant network.

3.2 Swap Fees. Every swap incurs a 1.5% transaction fee. 1/6 of this fee goes to the platform, while the rest is distributed among liquidity providers (LPs).

3.3 Third-Party Service Fees. During your access and use of this service, additional third-party protocol fees may apply. You are solely responsible for paying any and all third-party protocol fees that may arise.

3.4 We reserve the right to modify fees at any time.

4. Risks and Disclaimers.

4.1 Market Volatility Risk. You acknowledge that asset prices are subject to uncontrollable factors such as market supply/demand, industry events, regulatory changes, and macroeconomic conditions, which may cause extreme price fluctuations or even total devaluation. You alone bear all losses arising from market volatility, including asset depreciation, slippage, or unexpected exchange ratios in liquidity pools.

4.2 Fake Asset Risk. You understand that anyone may create assets, including counterfeit versions of existing assets or fraudulent claims of project representation. You accept the risk of inadvertently swaping such assets, and we assume no liability for losses caused by your participation in counterfeit asset transactions.

4.3 AMM Impermanent Loss Risk. Impermanent loss refers to the potential loss where the value of liquidity provider (LP) assets falls below the value of holding the original assets due to price divergence within a liquidity pool. This is an inherent feature of decentralized exchanges (DEX) directly tied to market volatility. By providing liquidity, you fully acknowledge and voluntarily assume this risk, and we disclaim all liability for such losses.

4.4 Regulatory Risk. You recognize that digital asset markets are nascent, and regulatory policies vary across jurisdictions and may evolve, potentially adversely impacting service availability or asset value. You must ensure your use complies with local laws and regulations.

4.5 Technical Risk. We assume no liability for losses caused by technical failures, including hacker attacks, viruses, system adjustments, website upgrades, legal/government-mandated shutdowns, or third-party blockchain disruptions affecting PizzaSwap’s operations.

4.6 Derivative Function Risks. You acknowledge that during your use of our product, you assume risks arising from operating various features, including but not limited to: Burning LP, which will cause permanent lockup of liquidity, forfeiture of assets, and irrevocable loss of all associated rights, value/utility.

4.7 Force Majeure. We disclaim responsibility for losses arising from force majeure events such as natural disasters, wars, network failures, or power outages.

4.8 Non-Investment Advice. Any incentives provided to enhance user experience, including those involving third-party community assets accessed through activities, shall not be construed as investment advice. Your use of the Services and participation in activities are unsolicited, self-directed, and solely your responsibility.

4.9 You agree that the above factors may lead to abnormal trading conditions, price fluctuations, market disruptions, or other irregularities. This disclaimer is non-exhaustive, and we reserve the right to perform special handling operations on certain assets or their transaction orders. You further agree that we assume no liability for losses related to these risks.

5. Intellectual Property Rights.

5.1 Your Content. Depending on the Service, you may share Content with us. Except as provided in this Section 5, we obtain no rights under this Agreement from you (or your licensors) to Your Content. You consent to our use of Your Content to provide the Services to you.

5.2 Service Offerings License. We or our licensors own all right, title, and interest in and to the Services, and all related technology and intellectual property rights. Subject to the terms of this Agreement, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to do the following: (a) access and use the Services solely in accordance with this Agreement; and (b) copy and use Our Content solely in connection with your permitted use of the Services. Except as provided in this Section 5.2, you obtain no rights under this Agreement from us, our affiliates or our licensors to the Service Offerings, including any related intellectual property rights. Unless otherwise expressly stated, all open-source code provided by UniPro (including but not limited to any open-source components, libraries, tools, or sample code made available through the Services) and ad-hoc libraries without explicitly specified licensing terms (collectively referred to as “Our Open-Source Code”) are licensed under the MIT License. Your use of Our Open-Source Code constitutes your acceptance of and agreement to comply with the terms of the MIT License.

5.3 License Restrictions. Neither you nor any End User will use the Services in any manner or for any purpose other than as expressly permitted by this Agreement. Except as expressly authorized, neither you nor any End User will, or will attempt to (a) modify, distribute, alter, tamper with, repair, or otherwise create derivative works of any Content included in the Services (except to the extent Content included in the Services is provided to you under a separate license that expressly permits the creation of derivative works), (b) reverse engineer, disassemble, or decompile the Services or apply any other process or procedure to derive the source code of any software included in the Services (except to the extent applicable law doesn’t allow this restriction), (c) access or use the Services in a way intended to avoid incurring fees or exceeding usage limits or quotas, (d) use scraping techniques to mine or otherwise scrape data except as permitted by us in writing, or (e) resell or sublicense the Services unless otherwise agreed in writing. You will not use Our Marks unless you obtain our prior written consent. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavors). You will not imply any relationship or affiliation between us and you except as expressly permitted by this Agreement.

6. Indemnification and Limitation of Liability.

6.1 General.

  1. Your Indemnification Obligation. You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any liabilities, damages (actual and consequential), Losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation) arising out of or relating to any claims, suits, actions, demands, disputes, allegations, or investigations brought by any third-party, governmental authority, or industry body concerning: (i) breach of this Agreement or violation of applicable law by you; (ii) your access or use of the Services, (iii) your negligent or willful misconduct, (iv) your violation of any right of a third-party, and (v) a dispute between you and any of your customers or users. You will reimburse us for costs and expenses, including, without limitation, reasonable legal and accounting fees associated with aforesaid (i) to (v).

  2. Our Indemnification Obligation. Subject to the limitations in Section 6.4 below, we will defend, indemnify, and hold harmless you and your employees, officers, directors, and representatives from and against any Losses arising out of or relating to any claim concerning our material and intentional breach of this Agreement. We will reimburse you for reasonable attorneys’ fees and expenses associated with the claims described in this paragraph.

6.2 Intellectual Property.

  1. Subject to the limitations in this Section 6, you will defend UniPro, its affiliates, and their respective employees, officers, and directors 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.

  2. Subject to the limitations in this Section 6, we will defend you and your employees, officers, and directors against any third-party claim alleging that the Services infringe or misappropriate that third party’s intellectual property rights, and will pay the amount of any adverse final judgment or settlement.

  3. Neither party will have obligations or liability under this Section 6.2 arising from infringement by your combinations of 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. The remedies provided in this Section 6.2 are the sole and exclusive remedies for any third-party claims of infringement or misappropriation of intellectual property rights by the Services or by Your Content.

6.3 Process. In no event will a party agree to any settlement of any claim that involves any commitment, other than the payment of money, without the written consent of the other party.

6.4 IN NO EVENT SHALL WE OR OUR AFFILIATES BE LIABLE TO YOU FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF GOODWILL, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PROVISION OF THE SERVICES, WHETHER SUCH DAMAGES RESULT FROM ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, ANY SERVICES, OR FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS TO OR USE OF ANY SERVICES OR INFORMATION CONTAINED THEREIN, REGARDLESS OF WHETHER SUCH CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER THEORY OF LIABILITY, AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

IN NO EVENT SHALL OUR TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS FOR DAMAGES OR LOSSES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE RELATED SERVICES, REGARDLESS OF THE FORM OF ACTION, EXCEED ONE HUNDRED UNITED STATES DOLLARS (US$100.00).

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

7. Governing Law.

This Agreement, your use of the Services, and any dispute, controversy, difference or claim arising out of or relating to this Agreement, or your use of the Sites and the Services, including the existence, validity, interpretation, performance, breach or termination of this Agreement or any dispute regarding non-contractual obligations arising out of or relating to them (“Dispute”) shall be governed by and construed in accordance with the laws of Hong Kong, without giving effect to any conflict of laws principles.

8. Dispute Resolution and Class Action Waivers.

8.1 Any Dispute shall be first resolved through good faith negotiations. You must inform us of the Dispute by sending an email to contact legal @unisat.io. If no settlement is reached within sixty (60) days of our first email to commence the negotiations, the Dispute shall be resolved exclusively by arbitration in accordance with Section 8.2 below.

8.2 Any Dispute shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) in accordance with the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be Hong Kong law. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English. The fees and expenses of the arbitral tribunal shall be determined on the basis of [Schedule 2/ Schedule 3] of these Rules. The arbitration shall take place in Hong Kong, unless both you and us mutually agree on an alternative location.

8.3 Class Action Waiver. YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU AND WE EXPRESSLY WAIVE ANY RIGHT TO FILE A CLASS ACTION OR SEEK RELIEF ON A CLASS BASIS. Unless both you and we agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding. The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If a court decides that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

9. Miscellaneous.

9.1 When using this product service, if there is any conflict between the terms of this Agreement and the Service Terms regarding the interpretation, division of responsibilities, or rights and obligations related to PizzaSwap services, the explicit provisions of these special terms shall prevail.

9.2 To this Agreement. We reserve the right, at our sole discretion, to modify or replace any part of this Agreement (including any Policies) at any time, and all modifications will be effective when they are posted. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Services following the posting of any changes to this Agreement constitutes acceptance of those changes. If you do not agree with any modifications to this Agreement, you must immediately stop accessing and using all of our Products.

9.3 If you encounter intellectual property infringement, need to report a complaint, or have a potential dispute with us while using our Services, you may contact us by emailing [email protected] or through other official communication channels.

10. Definitions.

“ Bitcoin-native assets” means Cryptographic assets created directly on the Bitcoin blockchain or its core extension protocols, without relying on external independent blockchains, including but not limited to Ordinals, Alkanes, and related protocol assets to be created in the future.

“ Automated Market Maker” or “ AMM” means a decentralized exchange mechanism that facilitates peer-to-peer asset trading through algorithmically managed liquidity pools, eliminating the need for traditional order books. Prices are determined by predefined mathematical formulas (e.g., constant product formulas), and liquidity providers contribute assets to these pools in exchange for proportional transaction fees and liquidity pool assets.

“ Liquidity” refers to digital assets deposited by users into algorithmically managed pools on PizzaSwap to enable peer-to-peer trading through its Automated Market Maker (AMM) infrastructure. Liquidity is deployed in paired configurations and the ratio of assets within a pool determines exchange rates for swaps.

“ LP/LPs (Liquidity Provider/Liquidity Providers)” means a user who contributes digital assets to a liquidity pool on PizzaSwap.

“ slippage” means the difference between the price you expect to receive after swapping and what you actually receive after the swap is complete，occurring due to market volatility or insufficient liquidity in a pool during the execution interval.

“ Impermanent Loss” means when users add liquidity to a Swap pool, due to the pricing mechanism of the constant product automated market maker (AMM) model, they may experience a certain loss compared to simply holding the assets when withdrawing liquidity after price increases or decreases.