Terms of Service

Terms of service

These General Terms of Use of Optimus ("Terms of Use" or "ToU") and all other documents on the Optimus Website constitute a contract between you as a Client and Optimus Ltd, a private limited company incorporated in the Marshall Islands ("Optimus"). By signing up to open an account through our Website at https://optimus.ventures you agree that you have read, understood and accepted all of the terms detailed below. The Terms may be updated and amended by us unilaterally at our sole discretion. If you do not agree to the amendments, please notify us and we will arrange for the closing of your account.

Definitions

In these ToU and related documents, the following words have the following meanings unless otherwise indicated:

Account – arrangement between Optimus and Client whereby the Client can use the on-chain and off-chain tools in the Optimus Website, and which is identified by a unique user ID as assigned by Optimus to each Client account.
Client – a Person in whose name an Optimus account has been opened.
Cryptocurrency – blockchain-based assets or rights, or other similar digital representations of rights or assets, including Bitcoins, Litecoins, etc.
OPTCM - the Optimus proprietary token, used as a payment and benefits token on the Optimus platform.
Token Symbol: OPTCM
Total supply: 600M OPTCM.
OPTCM contract - 0x7A2277F34f275dED630deFF758FBC818409Ca36D
Person – an individual, association, partnership, corporation, other body corporate, trust, and any form of legal organization or entity.
Platform – electronic software solution developed by Optimus for accessing Optimus Services, including Cryptocurrency investing.
Services – any of the services, functions, or features offered by Optimus on the Platform.
User – a Client or an authorized representative of a Client to operate an Optimus Account. "you" or "your" means the Client.
Website – the Internet website https://optimus.ventures with all related sub-domains.

Access to Optimus Services

Eligibility. To be eligible to access and use the Optimus Services, you must be at least 18 years old. The eligibility and criteria to access Optimus Services also depends on the country of your residence. You will be notified of any restrictions during the account opening process.
Optimus Services. Your Optimus Account allows access to the following Optimus Services: Access to the cryptocurrency investment platform which allows investing in cryptocurrencies offered by other projects.
Registration of Optimus Account. In order to use any of the Optimus Services, a prospective Client must register by filling in the account opening form on the Optimus website. Optimus may, in its sole discretion, refuse to allow you to establish an Optimus Account, or limit the number of Optimus accounts that a single Client may establish and maintain at any time.
Identity Verification. In order to access Optimus' Services, you may be required to provide Optimus or a third party compliance services provider acting on Optimus' behalf with certain personal information as described within the account application form or any other supplementary source governing the relations between Optimus and you.
Correctness of information. In submitting personal information as required, you confirm that the information is accurate, authentic and up-to-date, and you agree to notify Optimus if any information changes. You hereby authorize Optimus to, directly or through third parties make any inquiries we consider necessary to verify your identity and/or protect against fraud, including to query identity information contained in public or private databases, and to take action we reasonably deem necessary based on the results of such inquiries and reports. You further authorize any and all third parties to which such inquiries or requests may be directed to fully respond to such inquiries or requests.

Optimus Ecosystem

The Optimus ecosystem is a robust set of tools available for both crypto projects and investors.

Project Community

Any crypto project can create an official page where they can get followers and communicate with them. Creating a project page and following a project page involves a non-refundable fee in $OPTCM that may change from time to time at Optimus' sole discretion. The fees will be displayed on the Optimus website prior to performing any of these actions.

Optimus may terminate or restrict a project page / community at its sole discretion.

Projects and / or users that will try to abuse the Optimus ecosystem and / or use it to spread hate, abuse, scam or mislead others, will be banned.

Optimus is not responsible for the content shared by projects in their community or their actions. Joining projects as a follower and participating at projects campaigns is at the user's sole responsibility. Optimus will not be liable for any emotional and / or financial harm done to a user as a result of using the Optimus platform.

Optimus Launchpad

Optimus provides a semi-automated, cross-chain, launchpad, backed by smart contracts where projects can sell their tokens in a token sale. By using Optimus you understand that Optimus is NOT responsible for the safety, integrity, performance, and / or future success of the project and / or its token.

Members Ranking System:

Optimus has a built-in ranking system that is based on the amount of OPTCM tokens held by the member. There are 4 levels of users:

Moon Dreamer - A member that holds at least 1000 OPTCM in their assigned wallet. Has the ability to vote and only take part in public sale stages.
Space Cadet - A member that holds at least 10,000 OPTCM in their assigned wallet. Can vote, and also take part in presale stages.
Astronaut - A member that holds at least 100,000 OPTCM in their assigned wallet. Can launch a project themselves, become a validator, vote, and take part in private sale stages.
Galactic Traveler - A member that holds at least 1,000,000 OPTCM in their assigned wallet. Can launch a project, vote, take part in seed sale stages, and more.

Dynamic Allocation:

In addition to the Member ranking system, Optimus will also have a proprietary dynamic allocation system. The system is meant to reward investors based on their positive behavior by giving them higher allocations. The system is made of 3 main components:

HODL Score - A score based on the average % of past projects tokens held by the member after a certain amount of time.
OPTCM Tokens held - the number of OPTCM tokens held compared to other investors who expressed their interest in joining the token sale round.
Allocation Usage - A score based on the % of past projects' token sale allocation used. The exact formula will not be disclosed to avoid manipulation. However the HODL score will be available for each member in their profile.

Validators:

Validators are members in the Optimus community that are responsible to approve or disapprove a project at the initial screening process. While any project can launch in Optimus, we want to make sure that all projects are on a certain level, before we approve the token sale. Validators check the project and rate it for 5 parameters:

Concept - The overall concept / idea of the project. Is it needed? Is it revolutionary? etc
Team - Is the team public or anonymous? If they are public, are they experienced enough and have the talent to launch a successful project?
Roadmap - Is the roadmap promising? Is it realistic?
Tokenomics - does the tokenomics make sense? Is it favorable to investors?...
Product - Is there a product? What is the quality of the product?...

Validators are required to rate the parameters from 1 to 10, and add an explanation for their rating. Validators will not be aware of what other validators are doing. Projects will not be aware of who the validators are. This assures a clean validation process.

Optimus Blockchain Products

Optimus offers proprietary blockchain smart contracts that can be used by its users. These smart contracts are also available for other projects to use.

Smart contracts include:

HODL Staking / Farming

The HODL Staking and farming contracts have an increasing APR mechanism, where the APR increases every time a staking member cashes out. EVM projects can launch a HODL staking or farming contract.

HODL Sale

The HODL Sale contract have an increasing APR mechanism, where the APR increases every time a token buyer cashes out. EVM projects can launch a HODL sale contract.

Dynamic Referral System

The dynamic referral system allows EVM projects to launch their own referral program backed by smart contracts.

Fees

By participating in the Optimus launchpad, you agree to pay all applicable fees and you authorize Optimus to automatically deduct fees directly from the amount of tokens you bought (as an investor) or from the tokens you sold and funds collected (as a project). Fees from investors are 10% of bought tokens. Fees from projects are 3% from funds collected and 3% of total tokens sold during the sale. Fees may change at Optimus's sole discretion at any time.

Discounted Fees

Optimus may offer discounted fees to certain investors and / or projects.. The exact rates and details of the benefits and discounts may change from time to time as Optimus sees fit.

Fee promotions

Optimus may at its sole discretion for limited periods of time, offer fee discounts or rebates. However, such promotions are limited time offers and may be canceled by Optimus unilaterally at any time without notice.

Optimus Project Token Sale Process

In Optimus, any project can apply for a listing. However, Optimus reserves the right to reject any project at its sole discretion and without giving any reason.

The Listing Process

Sign Up:

The project will sign up as a project do the following:

Hold at least 100K OPTCM tokens in their assigned wallet.
Submit at least 10K OPTCM tokens to a designated wallet provided by Optimus. Optimus will add X3 that amount from the Treasury fund. 50% of the total project pool will go to the validators. If the project did not pass the initial screening process it will come out of the project's funds, and if the project is successful in passing the screening process and raising funds it will come out of the Optimus Share.
Fill out the project form with all the details of the token sale.

Validation:

Once a project is approved from both the legal and conceptual aspect, it will be presented to the Optimus validators approval. Once the project is validated it will be able to start the sale.

Third Party Cryptocurrency Payments

Optimus has no control over the parties involved in Cryptocurrency transactions. Accordingly Optimus takes no liability for the delivery, quality, safety, legality or any other aspect of any goods or services that you may purchase or sell to or from a third party (including other users of Optimus Services). If you experience a problem with any goods or services purchased from, or sold to a third party in connection with Cryptocurrencies units transferred using the Optimus Services, or if you have a dispute with such a third party, you must resolve the dispute directly with that third party.

Operation of Cryptocurrency Protocols

Optimus does not own or control the underlying software protocols which govern the operation of Cryptocurrencies supported through our Platform. In general, the underlying protocols are open source and anyone can use, copy, modify, and distribute them. By using the Optimus Platform, you acknowledge and agree (1) that Optimus is not responsible for operation of the underlying protocols and that Optimus makes no guarantee of their functionality, security, or availability; and (2) that the underlying protocols are subject to sudden changes in operating rules (known as "forks"), and that such forks may materially affect the value, function, and/or even the name of the Cryptocurrency you hold. In the event of a fork, you agree that Optimus may temporarily suspend Optimus operations (with or without advance notice to you) and that Optimus may, in its sole discretion, (1) configure or reconfigure its systems or (2) decide not to support (or cease supporting) the forked protocol entirely. You acknowledge and agree that Optimus assumes absolutely no responsibility whatsoever in respect of an unsupported branch of a forked protocol. Optimus does not automatically support so-called Cryptocurrency "forks" – technological alteration of initial Cryptocurrency's blockchain, which sets you solely liable for withdrawing the respective Cryptocurrencies from your accounts prior the "fork" event, in case you wish to avoid any risks related (including but not limiting – full or partial loss of your Cryptocurrency, significant decrease of value, etc.).

Permitted Use of Optimus Services

Suspension and Cancellation

Optimus may suspend your Account in accordance with the Account suspension and termination provisions. Suspension or termination of your Optimus Account shall not affect the payment of fees or other amounts you owe to Optimus.

No Warranty

We do not guarantee that the Optimus Platform will be available without interruption. Although Optimus will strive to provide you with continuous operations, we do not guarantee continuous access or that there will be no delays, failures, errors, omissions or loss of transmitted information. In the event of a significant system outage, Optimus reserves the right to suspend Optimus activity indefinitely.

No Investment Advice or Brokerage

For the avoidance of doubt, Optimus does not provide investment, tax, or legal advice, nor does Optimus invest on your behalf. All investments made in the Optimus platform are executed automatically, based on the parameters of your instructions and in accordance with the smart contract procedures, and you are solely responsible for determining whether any related transaction is appropriate for you based on your personal objectives, financial circumstances and risk tolerance. You should consult your legal or tax advisor regarding your specific situation.

Limited License

Optimus grants you a limited, non-exclusive, non-transferable license, subject to these General Terms, to access and use the Optimus Platform, and related content, materials, information (collectively, the "Content") solely for approved purposes as permitted by Optimus from time to time. Any other use of the Optimus Website or Content is expressly prohibited and all other rights, title, and interest in the Optimus Site or Content is exclusively the property of Optimus and its licensors. You agree you will not copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or in any other way exploit any of the Content, in whole or in part.

Website Accuracy

Although we intend to provide accurate and timely information on the Optimus Website, the Optimus Website may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including without limitation information regarding our policies, products and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Optimus Website are your sole responsibility and we shall have no liability for such decisions. Links to third-party materials (including without limitation websites) may be provided as a convenience but are not controlled by Optimus. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any third-party materials or on any third party sites accessible or linked to the Optimus Website.

Third-Party Applications

If, to the extent permitted by Optimus from time to time, you grant express permission to a third party to access or connect to your Optimus Account, either through the third party's product or service or through the Optimus Platform, you acknowledge that granting permission to a third party to take specific actions on your behalf does not relieve you of any of your responsibilities under these Terms. You are fully responsible for all acts or omissions of any third party with access to your Optimus Account. Further, you acknowledge and agree that you will not hold Optimus responsible for, and will indemnify Optimus from, any liability arising out of or related to any act or omission of any third party with access to your Optimus Account.

Prohibited Use

In connection with your use of the Optimus Services you agree and represent that you will not engage in any Prohibited Use activities listed below. We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process or governmental request. We reserve the right to cancel and/or suspend your Optimus Account in our sole discretion, that your Account is associated with a Prohibited Use.

Following activities shall be understood as Prohibited Use, and accordingly you are not allowed to:

use the Platform or any Services in order to disguise the proceeds of, or to further, any breach of applicable laws or regulations, or to deal in any illegally obtained Cryptocurrency or Fiat currency funds, or proceeds;
trade or use any Optimus Services, with anything other than Cryptocurrency and Fiat currency funds that have been legally obtained by you and that belong to you;
use the Platform or any Services in order to circumvent export controls or international sanctions;
use the Platform or any Services to interfere with or subvert the rights or obligations of Optimus or the rights or obligations of any other Optimus Client or any other third party;
Take advantage of any technical glitch, malfunction, failure, delay, default, or security breach;
use the Platform or any Services to engage in conduct that is detrimental to Optimus or to any other Client or any other third party;
falsify any account registration details provided to Optimus;
falsify or materially omit any information or provide misleading information requested by Optimus, including at registration;
reverse-engineer, decompile, or disassemble any software run by Optimus;
attempt to harm Optimus through your access to the Platform or any Services, or,
violate these Terms.

Anti-Money Laundering and Counter-Terrorist Financing

Optimus is committed to providing you with safe, compliant, and reputable Services. Accordingly, Optimus insists on a comprehensive and thorough customer due diligence process.

Client Refusal

Optimus reserves the right to refuse registration to, or to bar transactions from or to, or terminate any relationship with, any Client for any reason (or for no reason) at any time. Without limiting the generality of the foregoing, this includes, but is not limited to, anyone from or in jurisdictions that do not meet international AML/CTF standards; anyone that is a Politically Exposed Person within the meaning of the applicable law; or, anyone that fails to meet any customer due diligence standards, requests, or requirements of Optimus. In lieu of refusing registration, Optimus may perform enhanced customer due diligence procedures. At all times, you may be subject to enhanced customer due diligence procedures in your use of the Platform and any Optimus Service.

Transaction Limits

Optimus may determine and impose transaction limits on some accounts as it deems fit. You will be notified of such limits.

Suspension and Termination

Optimus may: (1) suspend, restrict, or terminate your access to any or all of the Optimus Services, and/or (2) deactivate or terminate your Optimus Account if:

We are so required by court or competent government authority or regulator;
We reasonably suspect you of using your Optimus Account in breach of Prohibited Use clause;
Use of your Optimus Account is subject to any pending litigation, investigation, or government proceeding and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your Account activity;
Our service partners are unable to support your use of Services;
You take any action that Optimus deems as circumventing controls of Optimus, including, but not limited to, opening multiple Optimus Accounts or abusing promotions which Optimus may offer from time to time.

Process

If Optimus suspends or terminates your account, or terminates your use of Optimus Services for any reason, we will provide you with notice of our actions unless a court order or other legal process prohibits Optimus from providing you with such notice. You acknowledge that the decision by Optimus to take certain actions, including limiting access to, suspending, or closing your account, may be based on confidential criteria that are essential to Optimus's risk management and security protocols. You agree that Optimus is under no obligation to disclose the details of its risk management and security procedures to you.

Account Closing by Client

You may close your Optimus Account at any time by withdrawing all balances that are held in various smart contracts, and making a request to close your account. Optimus may apply an account closing fee. You will be required to pay any outstanding amounts owed to Optimus. You authorize us to cancel or suspend any pending transactions at the time of cancellation.

Relationship of the Parties

Optimus is an independent contractor for all purposes. Nothing in this Agreement shall be deemed to create a partnership, joint venture, employment or agency relationship.

Password Security; Contact Information

You are responsible for maintaining adequate security and control of any and all IDs, passwords, hints or any other codes that you use to access the Optimus Services. Any loss or compromise of the foregoing information and/or your personal information may result in unauthorized access to your Optimus Account by third-parties and the loss or theft of any Cryptocurrency funds held in your Optimus Account. You are responsible for keeping your email address and / or telephone number up-to-date in your Account information in order to receive any notices or alerts that we may send you. Optimus assumes no responsibility for any loss that you may sustain due to compromise of account login credentials due to no fault of Optimus and / or failure to follow or act on any notices or alerts that we may send to you. In the event you believe your Optimus Account information has been compromised, contact Optimus Support immediately: dev AT optimus.ventures

Taxes

It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transactions you conduct through the Optimus Services, and to withhold, collect, report and remit the correct amounts of taxes to the appropriate tax authorities. Your transaction history will be available through your Optimus Account.

Risk acknowledgment

You acknowledge that Cryptocurrency is an unsupervised digital asset which is not issued or guaranteed by any central bank or government. Cryptocurrency holdings are not covered by any deposit guarantee scheme. You are responsible for the protection and security of your Optimus account, as Cryptocurrency payments are not reversible. The price of Cryptocurrency can change rapidly, and the risk of loss in trading or holding Cryptocurrencies can be substantial. You should therefore carefully consider whether trading or holding Cryptocurrency is suitable for you in light of your financial condition, experience and risk tolerance level. Optimus shall not bear any liability, whatsoever, for any loss of cryptocurrency or devaluation of any cryptocurrency you own as a result of using the Optimus platform.

Other provisions / Computer Security

Optimus shall not bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses, spyware, Trojan horses, worms or other malware that may affect your computer or other equipment, or any phishing, spoofing or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from Optimus. Always log into your Optimus Account through the Optimus Website to review any transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice.

Indemnification

You agree to indemnify and hold Optimus, its affiliates and Service Providers, and each of its or their respective officers, directors, agents, joint ventures, employees and representatives, harmless from any claim or demand (including attorneys' fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to your breach of this Agreement or your violation of any law, rule or regulation, or the rights of any third party.

Limitation of Liability

In no event shall Optimus, its affiliates and service providers, or any of their respective officers, directors, agents, employees or representatives, be liable (a) for any amount greater than the total value of your Optimus account or (b) for any lost profits or any special, incidental, indirect, intangible, or consequential damages, whether based in contract, tort, negligence, strict liability, or otherwise, arising out of or in connection with authorised or unauthorised use of the Optimus Platform or the Optimus Services, or these General Terms, even if an authorised representative of Optimus has been advised of or knew or should have known of the possibility of such damages. The Optimus Services are provided on an "as is" and "as available" basis without any representation or warranty, whether express, implied or statutory. To the maximum extent permitted by applicable law, Optimus specifically disclaims any implied warranties of title, merchantability, fitness for a particular purpose and/or non-infringement. Optimus does not make any representations or warranties that access to the Platform, any part of the Optimus Services, or any of the materials contained therein, will be continuous, uninterrupted, timely, or error-free. Optimus makes no representations about the accuracy or completeness of historical price data available on the Platform.

Force Majeure

Optimus shall not be liable for delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, any delay or failure due to any act of God, act of civil or military authorities, acts of terrorists, civil disturbance, war, strike or other labour dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophes or any other occurrences which are beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.

Entire Agreement

These Terms constitute the entire understanding and agreement between you and Optimus as to the subject matter hereof, and supersedes any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of the General Terms), and every nature between and among you and Optimus. Section headings in this Agreement are for convenience only, and shall not govern the meaning or interpretation of any provision of this Agreement.

Amendments

We may amend or modify these Terms by posting on the Optimus Website or e-mailing you the revised Terms, and the revised Terms shall be effective at such time. If you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Services and close your account.

Assignment

You may not assign any rights and/or licenses granted under this Agreement. We reserve the right to assign our rights without restriction, including without limitation to any Optimus affiliates or subsidiaries, or to any successor in interest of any business associated with the Optimus Services. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.

Severability

If any provision of these Terms shall be determined to be invalid or unenforceable under any rule, law or regulation or any governmental agency, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of these Terms shall not be affected.

Change of Control

In the event that Optimus is acquired by or merged with a third party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control.

Survival

All provisions of these Terms which by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, sections pertaining to suspension or termination, Optimus Account termination, debts owed to Optimus, general use of the Optimus Platform, disputes with Optimus, and general provisions, shall survive the termination or expiration of these Terms.

Governing Law

This Agreement will be governed by the laws of the Marshall Islands and the non-exclusive jurisdiction of the Marshall Islands courts.