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The agreement states that Uniswap Labs is not a broker, intermediary, agent, advisor, seller, underwriter, or issuer in connection with any Continuous Clearing Auction, does not conduct due diligence on tokens or Token Teams, and disclaims all warranties regarding token accuracy, price, or ongoing liquidity.
This analysis describes what Uniswap's agreement states, permits, or reserves. It does not constitute a legal determination about enforceability. Regulatory applicability and practical outcomes may vary by jurisdiction, enforcement context, and individual circumstances. Read our methodology
This provision disclaims Uniswap Labs' role in CCA token distributions in terms that parallel the characterizations relevant to securities law analysis; whether these disclaimers are sufficient to establish regulatory classification is a legal determination that depends on the specific facts and applicable law, and is not determined by the contractual language alone.
Interpretive note: Whether the CCA disclaimers are legally sufficient to establish the regulatory classification asserted depends on applicable securities law analysis and enforcement context, which cannot be determined from contractual language alone.
The updated terms establish new contractual representations that users must make when agreeing to the agreement. Users now represent that they are not subject to economic or trade sanctions administered by any governmental authority, including OFAC lists, and that they are not citizens or residents of sanctioned jurisdictions. Users also represent that their access and use will comply with all applicable laws and will not be used to conduct or facilitate illegal activity. These representations are legally binding attestations that may be verified. Users in OFAC-sanctioned countries cannot truthfully make these representations and would be unable to use the platform.
View change record →The updated terms establish new restrictions on user conduct and add affirmative representations regarding asset eligibility. Users trading tokenized real-world assets (such as tokenized stocks, ETFs, or commodities) must now represent that they have reviewed issuer information and comply with any restrictions on trading or holding those assets. The terms also explicitly prohibit circumventing access restrictions, including geographic blocks and transfer limitations imposed by token issuers. By continuing to use the platform, users affirm they are legally eligible to trade tokens under their jurisdiction's laws.
View change record →The updated terms establish that Uniswap does not warrant that any digital asset accessible through its products is available for trading, holding, or transacting in your jurisdiction, or that you are legally permitted to do so. The revised language places the burden on you to determine whether a digital asset is lawfully available to you and to comply with any applicable transfer restrictions imposed by asset issuers or regulatory authorities. This means accessing or trading an asset through the Uniswap interface does not constitute Uniswap's determination that you are eligible to do so under your local laws.
View change record →Under this clause, users participating in Continuous Clearing Auctions through the Interface acquire tokens directly from Token Teams and bear all associated risks, including bid lock-up during the auction, asset price volatility, and the absence of any due diligence, endorsement, or warranty by Uniswap Labs regarding the token, project, or clearing price.
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"Uniswap Labs is not your broker, intermediary, agent, or advisor in connection with any CCA, and does not owe any fiduciary duties to you in connection with your participation in any CCA. You understand and agree that Uniswap Labs does not create, own, or control any digital assets made available through a CCA, and does not act for any Token Team. When you place a bid or otherwise participate in a CCA, you are acquiring tokens directly from the Token Team and/or pursuant to the applicable smart contracts. You acknowledge and agree that Uniswap Labs is not the seller, underwriter, or issuer of any tokens distributed through a CCA, and is not a party to any agreement between you and any Token Team. Uniswap Labs does not conduct due diligence or make representations about any token, CCA, or Token Team, and does not provide legal, financial, investment, or tax advice.Excerpt from Uniswap's Terms of Service
REGULATORY LANDSCAPE: The CCA provisions engage securities law analysis under the Securities Act of 1933 and the Securities Exchange Act of 1934, as token distribution events may constitute securities offerings depending on the applicable Howey test analysis. The SEC has taken enforcement action regarding token offerings, and the disclaimers in this section do not themselves determine regulatory classification. The CFTC may also have jurisdiction depending on the nature of the distributed assets. GOVERNANCE EXPOSURE: High. The explicit disclaimer that Uniswap Labs does not conduct due diligence on Token Teams or tokens, combined with the display of CCA-related information through the Interface, creates a tension that regulators may evaluate in the context of whether the Interface constitutes a platform for unregistered securities offerings or an exchange. Contractual disclaimers of underwriter or issuer status do not conclusively establish regulatory classification. JURISDICTION FLAGS: EU users participating in CCAs should evaluate whether the token distribution events qualify as public offers under MiCA or applicable prospectus regulations. U.S. users face the most direct securities law exposure given SEC enforcement posture toward token offerings. The requirement that certain CCAs may impose identity verification or compliance checks through third-party services creates additional data privacy considerations for EU and UK users. CONTRACT AND VENDOR IMPLICATIONS: Institutional participants considering CCA participation should independently assess whether the tokens involved constitute securities or regulated instruments, and whether participation triggers any reporting or registration obligations for the institution. The smart contract lock-up of bids during the auction period creates operational liquidity risk that procurement and treasury teams should evaluate. COMPLIANCE CONSIDERATIONS: Legal teams should evaluate whether institutional participation in CCAs through the Interface requires independent legal analysis of each token distribution event, and whether the absence of Uniswap Labs due diligence or endorsement is operationally sufficient for the institution's own investment or trading compliance framework.
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This provision disclaims Uniswap Labs' role in CCA token distributions in terms that parallel the characterizations relevant to securities law analysis; whether these disclaimers are sufficient to establish regulatory classification is a legal determination that depends on the specific facts and applicable law, and is not determined by the contractual language alone.
Under this clause, users participating in Continuous Clearing Auctions through the Interface acquire tokens directly from Token Teams and bear all associated risks, including bid lock-up during the auction, asset price volatility, and the absence of any due diligence, endorsement, or warranty by Uniswap Labs regarding the token, project, or clearing price.
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