These Terms of Use (the “Agreement” or “Terms”) constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and Layer3 XYZ, Inc., doing business as Layer3 ("Layer3," “we," “us," or “our”), concerning your access to and use of the https://layer3.xyz/ website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site” or the “Services”). You agree that by accessing the Site, you have read, understood, and agreed to be bound by all of these Terms. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY. You agree that by accessing the Site, you have read, understood, and agreed to be bound by all of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.
LAYER3 IS A TECHNOLOGICAL PLATFORM ONLY. WE ARE NOT A BROKER, FINANCIAL INSTITUTION, CREDITOR, BORROWER, AGENT, OR PROVIDE ANY FINANCIAL SERVICES, PRODUCTS OR ADVICE. LAYER3 IS OFFERED SOLELY AS AN ADMINISTRATIVE PLATFORM. ALL PROGRAMS ARE OFFERED BY THEIR RESPECTIVE ISSUERS ONLY.
Layer3 is not intended as, and does not provide, any investment or financial advice whatsoever. As with any financial or investment decisions, you should conduct your own research and due diligence investigation, to properly evaluate the benefits and risks of any investment or financial transaction. You should also seek the advice and guidance of qualified accountants, financial advisors, tax advisors, legal counsels and investment advisors, in connection with any investment or financial transaction.
Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms, and you waive any right to receive specific notice of each such change. Please ensure that you check the applicable Terms every time you use our Site so that you understand which Terms apply. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms by your continued use of the Site after the date such revised Terms are posted.
The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
ARBITRATION NOTICE: THESE TERMS CONTAIN AN ARBITRATION CLAUSE BELOW. YOU AND WE AGREE THAT ANY DISPUTES RELATING TO THE SERVICES WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU WAIVE ANY RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
DEFINITIONS
In these Terms:
“Art” means any art, design, wording and drawings that are associated with an NFT that you Own;
“Business Day” means any day except a Saturday or a Sunday or other public holiday
“Claim” includes a claim, notice, demand, action, proceeding, litigation, investigation, however arising whether present, unascertained, immediate, future or contingent, whether based in contract, tort or statute and whether involving a third party or a party to these Terms and where and to the extent the context permits, includes all associated Loss;
“DAO” means our decentralized community of autonomous users, comprised of holders of the L3 token, who control certain governance rights as such rights are progressively transferred to them by the Foundation and who will eventually govern all aspects of the Site.
“Digital Currency” means a cryptographically secured virtual currency or virtual asset which we identify as an acceptable means of payment or transacting with us;
“Digital Wallet” means the applicable “Metamask” location, public key or wallet address, account or storage device which we choose to support for the delivery of the NFTs provided by us;
“Purchase Price” means the amount advertised for the purchase (or pre-purchase) of any NFT or bundle containing an NFT, which may be denominated in a Digital Currency;
“Intellectual Property” means all present and future intellectual and industrial property rights conferred by statute, at common law or in equity and wherever existing, including:
patents, inventions, discoveries, designs, copyright, trade marks, trading styles, trade names, brand names, business names, product names, domain names or rights in designs, art, images, drawings, processes, know how, methodologies, product names, trade secrets and any other rights subsisting in the results of intellectual effort in any field, whether or not registered or capable of registration and all current and future registered and unregistered rights, development or enhancement of the intellectual property owned by us or by our licensors;
any application or right to apply for registration of any of the rights detailed in this section or other rights of a similar nature arising or capable of arising under statute or at common law anywhere in the world;
other intellectual property as defined in Article 2 of the Convention Establishing the World Intellectual Property Organization 1967;
any registration of any of the rights detailed in this section or any registration of any application referred to in this section;
and all renewals and extensions of the rights detailed in this section;
“Loss” includes and loss, damage, cost, charge, liability or expense (including legal costs and expenses);
“Marks” means any trademarks, service marks, and logos;
“Content” means source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site;
“Marketplace” means a software platform or software (including a Blockchain digital wallet) which permits the transfer, purchase or sale of an NFT, provided that the Marketplace at all times cryptographically verifies the NFT owner’s right to Own the NFT.
“NFT” means a non-fungible token issued by either Layer 3 or its affiliates.
“NFT Terms” mean the terms and conditions of these Terms that specifically relate to the purchase and ownership of NFTs in particular clauses 20-33.
“Own” means, with respect to an NFT, any NFT we have issued where proof of ownership is recorded on a blockchain system and you control the private key associated with a Digital Wallet to which the NFT is associated or located;
“Personnel” means any employee, contractor, subcontractor, agent, partner, shareholder, ultimate beneficial owner, director or officer of a party;
“Procure” means to obtain;
“Your Jurisdiction” means the country or state where you are ordinarily resident or from which you enter into any agreement with us.
1. MODIFICATION OF THIS AGREEMENT
We, or in the future, a decentralized governing body, may, in our sole discretion, modify this Agreement or any services associated with this Agreement from time to time. If we make any modifications, we will notify you by updating the date at the top of the Agreement and by maintaining a current version of the Agreement at https://layer3.xyz/terms-of-service. All modifications will be effective when they are posted, and your continued use of the Services will serve as confirmation of your acceptance of those modifications. If you do not agree with any modifications to this Agreement, you must immediately stop accessing and using the Services.
2. ELIGIBILITY & FEES
Access to the Site may not be legal by certain persons or in certain countries. We may partner with third parties that offer smart contract capabilities to users of the Site. SUCH ACCESS AND FUNCTIONALITY IS NOT PERMITTED FOR USE BY ANY US PERSON. In addition, the Site and Services are not available to individuals or entities in countries that are subject to U.S. government sanctions or embargoes imposed by the Office of Foreign Assets Control (OFAC) or similar regulations. This includes, without limitation, individuals residing in, and entities incorporated or registered in, countries on the OFAC list of Specially Designated Nationals and Blocked Persons. You represent and warrant that you are not located in any such country or on any such list. You also agree not to use our Services for any purposes prohibited by United States law, including the development, design, manufacture, or production of missiles, or nuclear, chemical, or biological weapons.
To access or use the Site, you must be able to form a legally binding contract with us. Accordingly, you represent that you are at least the age of majority in Your jurisdiction and have the full right, power, and authority to enter into and comply with the terms and conditions of this Agreement on behalf of yourself and any company or legal entity for which you may access or use the Site. You further represent that you are not (a) the subject of economic or trade sanctions administered or enforced by any governmental authority or otherwise designated on any list prohibited or restricted parties including the US Department of Treasury Sanctions list (https://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx) or (b) named on the Office of Foreign Asset Control’s list of Specially Designated Nationals and Blocked Persons (“SDN List”) currently found at https://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx.. You further represent that your access and use of the Site will fully comply with all applicable laws and regulations, and that you will not access or use the Site to conduct, promote, or otherwise facilitate any illegal activity. If the user is an organization, you affirm you have the right, power and authority to enter into this agreement on behalf of the organization and bind the organization to its terms.
Without limiting the foregoing, by using the Site, you acknowledge and understand that laws regarding financial instruments, which sometimes include cryptographic tokens, also known as “Digital Currency”, and decentralized finance may vary from jurisdiction to jurisdiction, and it is your obligation alone to ensure that you fully comply with any law, regulation or directive, relevant to your jurisdiction with regard to the use of the Site. You further represent and warrant that you will not use the Site or access its smart contract functionality if the laws of your country of residency or establishment prohibit you from doing so in accordance with this agreement. For the avoidance of doubt, the ability to access the Site does not necessarily mean that the Site, or your activities through it, are legal under the laws, regulations or directives relevant to your jurisdiction. The Site or the services made available through the Site may not be available to all users, and we reserve the right to assess or reassess at any time your eligibility to use all or part of our Site. The availability of the Site does not constitute, and may not be used for the purposes of, an offer or solicitation to anyone in any jurisdiction in which such offer or solicitation is not authorized, or to any person to whom it is unlawful to make such an offer or solicitation. By accessing or using the Site, you explicitly agree that the smart contracts built into the Dapps that comprise the Site are legally binding and enforceable upon you and the contract counterparty.
In connection with your use of the Site, you agree to bear all costs necessary to conduct a transaction, such as "gas" cost on the Ethereum network, for the computational resources required to perform a transaction on the particular blockchain. We will try to provide you with the accurate estimates of these charges for your information, but this information is highly volatile and can change quickly and we cannot and do not guarantee the accuracy, stability, availability of this information. You specifically acknowledge and agree that we have no control over: (a) any blockchain transactions; (b) the calculation or method of payment of any gas charges; or (c) any actual payments of gas charges or such similar charges as implemented by other blockchains. You must ensure that you have a sufficient balance of Ether stored at your Ethereum Address to complete any transaction on the Ethereum blockchain before initiating such Ethereum blockchain transaction. You may be subject to additional fees and charges, including fees required to access certain smart contracts. You acknowledge that such fees may be adjusted from time to time by us or by other users who set the terms of their own smart contracts. If you do not agree with the fees charged for Site functionality, do not use or access the Site.
3. ACCESS AND SECURITY
To access the Site or some of the resources it offers, you may be asked to provide an Ethereum wallet address (a “Wallet”). It is your sole responsibility to maintain the security of your Wallet. If you lose access to your Wallet, a private key, password, or other method of securing your Wallet, any funds may be irretrievable, and we will be unable to assist you in any way. You hereby irrevocably waive, release and discharge all claims, whether known or unknown to you, against us, our affiliates and their officers, employees, agents and representatives related to your use of any Wallet software, associated loss of funds, transaction failures, or any other defects that arise in the course of your use of your Wallet, including any losses that may obtain as a result of any failure in smart contracts made available on the Site. By using the Site, you agree to be fully, independently and personally liable for each transaction made on the Site by you, and you must make sure that you are the only person with access to your Wallet at all times. You hereby accept responsibility for any activity transacted on the Site through your Wallet.
We will use commercially reasonable technical and physical safeguards to make the Site securely available to its users. However, given the inherent risk of transmitting information over the internet and the relatively new and untested nature of decentralized finance, we will not be liable if for any reason all or any part of the Site is unavailable at any time or for any period. You alone are responsible for evaluating any code provided by or used on the Site. From time to time, we may restrict access to some parts of the Site, or the entire Site, to users. You are responsible for making all arrangements necessary for you to have access to the Site and ensuring that all persons who access the Site through your internet connection are aware of these Terms of Use and comply with them.
It is a condition of your use of the Site that all the information you provide on the Site is correct, current and complete. You agree that all information you provide to this Site or otherwise, including but not limited to through the use of any interactive features on the Site, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.
4. INTELLECTUAL PROPRIETARY RIGHTS & NON-FUNGIBLE TOKENS (NFTS)
1. Intellectual Property
We own all Intellectual Property and other rights in the Site and its contents, including (but not limited to) software, text, images, trademarks, service marks, copyrights, patents, and designs. Unless expressly authorized by us, you may not copy, modify, adapt, rent, license, sell, publish, distribute, or otherwise permit any third party to access or use the Siteor any of its contents. Provided that you are eligible and contingent upon your compliance with these Terms, you are hereby granted a personal, worldwide, revocable, non-exclusive and non-assignable license to access and use the Site. This license is non-transferable, and freely revocable by us at any time without notice or cause. Use of the Site or its contents for any purpose not expressly permitted by this Agreement is strictly prohibited.
All Intellectual Property provided on the Site is provided “AS IS” for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Site and no Intellectual Property may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.
Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.
We may use and share your feedback. Any comments, bug reports, ideas, or other feedback that you may provide about our Services, including suggestions about how we might improve our Site, are entirely voluntary. You agree that we are free to use or not use any feedback that we receive from you as we see fit, including copying and sharing such feedback with third parties, without any obligation to you.
2. Additional Rights
We reserve the following rights, which do not constitute obligations of ours: (a) with or without notice to you, to modify, substitute, eliminate or add to the Site; (b) to review, modify, filter, disable, delete and remove any and all content and information from the Site; and (c) to cooperate with any law enforcement, court or government investigation or order or third party requesting or directing that we disclose information or content or information that you provide.
5. USER REPRESENTATIONS
By using the Site, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Terms of Use; (4) you are not a minor in the jurisdiction in which you reside, or if a minor, you have received parental permission to use the Site; (5) you will not access the Site through automated or non-human means, whether through a bot, script, or otherwise; (6) you will not use the Site for any illegal or unauthorized purpose; and (7) your use of the Site will not violate any applicable law or regulation.
If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).
6. USER REGISTRATION
You may be required to register with the Site. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.
7. PROHIBITED ACTIVITIES
You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.
As a user of the Site, you agree not to:
Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.
Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.
Use any information obtained from the Site in order to harass, abuse, or harm another person.
Make improper use of our support services or submit false reports of abuse or misconduct.
Use the Site in a manner inconsistent with any applicable laws or regulations.
Engage in unauthorized framing of or linking to the Site.
Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.
Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
Delete the copyright or other proprietary rights notice from any Content.
Attempt to impersonate another user or person or use the username of another user.
Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.
Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to you.
Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.
Copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.
Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software.
Use a buying agent or purchasing agent to make purchases on the Site.
Make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
Use the Site as part of any effort to compete with us or otherwise use the Site and/or the Content for any revenue-generating endeavor or commercial enterprise.
8. USER GENERATED CONTRIBUTIONS
The Site may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Site, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Contributions"). Contributions may be viewable by other users of the Site and through third-party websites. As such, any Contributions you transmit may be treated as non-confidential and non-proprietary. When you create or make available any Contributions, you thereby represent and warrant that:
The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Site, and other users of the Site to use your Contributions in any manner contemplated by the Site and these Terms of Use.
You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Site and these Terms of Use.
Your Contributions are not false, inaccurate, or misleading.
Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
Your Contributions do not violate any applicable law, regulation, or rule.
Your Contributions do not violate the privacy or publicity rights of any third party.
Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms of Use, or any applicable law or regulation.
Any use of the Site in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the Site.
9. CONTRIBUTION LICENSE
By posting your Contributions to any part of the Site or making Contributions accessible to the Site by linking your account from the Site to any of your social networking accounts, you automatically grant, and you represent and warrant that you have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Contributions (including, without limitation, your image and voice) for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate into other works, such Contributions, and grant and authorize sublicenses of the foregoing. The use and distribution may occur in any media formats and through any media channels.
This license will apply to any form, media, or technology now known or hereafter developed, and includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide. You waive all moral rights in your Contributions, and you warrant that moral rights have not otherwise been asserted in your Contributions.
We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Site. You are solely responsible for your Contributions to the Site and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.
We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change any Contributions; (2) to re-categorize any Contributions to place them in more appropriate locations on the Site; and (3) to pre-screen or delete any Contributions at any time and for any reason, without notice. We have no obligation to monitor your Contributions.
10. THIRD PARTIES
As part of the functionality of the Site, you may link your account with online accounts you have with third-party service providers (each such account, a “Third-Party Account”) by either: (1) providing your Third-Party Account login information through the Site; or (2) allowing us to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent and warrant that you are entitled to disclose your Third-Party Account login information to us and/or grant us access to your Third-Party Account, without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account, and without obligating us to pay any fees or making us subject to any usage limitations imposed by the third-party service provider of the Third-Party Account. By granting us access to any Third-Party Accounts, you understand that (1) we may access, make available, and store (if applicable) any content that you have provided to and stored in your Third-Party Account (the “Social Network Content”) so that it is available on and through the Site via your account, including without limitation any friend lists and (2) we may submit to and receive from your Third-Party Account additional information to the extent you are notified when you link your account with the Third-Party Account. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your account on the Site. Please note that if a Third-Party Account or associated service becomes unavailable or our access to such Third Party Account is terminated by the third-party service provider, then Social Network Content may no longer be available on and through the Site. You will have the ability to disable the connection between your account on the Site and your Third-Party Accounts at any time. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. We make no effort to review any Social Network Content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and we are not responsible for any Social Network Content. You acknowledge and agree that we may access your email address book associated with a Third-Party Account and your contacts list stored on your mobile device or tablet computer solely for purposes of identifying and informing you of those contacts who have also registered to use the Site. You can deactivate the connection between the Site and your Third-Party Account by contacting us using the contact information below or through your account settings (if applicable). We will attempt to delete any information stored on our servers that was obtained through such Third-Party Account, except the username and profile picture that become associated with your account.
11. SUBMISSIONS
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site ("Submissions") provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.
12. TOKEN
L3 is a cryptographic governance token used in the Site and its underlying software, which is an autonomous system of smart contracts on the Ethereum Blockchain, that governs, among other things, the growth and operation of the Site. L3 token holders may use their L3s to collectively govern certain rules of use of the Site, including participation in voting over some key aspects of the Site and the Layer3 Project generally (the “Voting”). Any L3 token holder may participate in any Voting by independently interacting with the relevant smart contracts within the Site (the “Voting Contracts”). Some members and developers of the Site community and its underlying software (collectively the “DAO”) have provided you with a user interface to facilitate governance of the Site, including the one available at snapshot.org/#/layer3xyz.eth and via other tools — which includes text, images, audio, code and other materials and all of the associated features, and services. You acknowledge that the DAO may make decisions that affect the Services or other programs offered by the Site including but not limited to access to Tokens, functionality of the Tokens, and functionality of the Site. You agree to waive all claims against us you may have due to actions taken by the DAO.
Token Claiming Policy
It is our policy and you agree that, with regards to the tokens, it is in the best interest of the Site that tokens do not remain unclaimed. As such, if you (i) do not follow all procedures outlined by us for the claiming of tokens, or (ii) fail to claim tokens that are available for you to claim for a period of thirty (30) days, unless affirmatively waived by us, such tokens shall revert back to us.
Tokens can be claimed by following the procedures outlined on our Interface or through instructions provided by us. The procedures for claiming tokens may change from time to time, and you are responsible for staying up-to-date on the latest procedures. If you fail to follow the procedures for claiming tokens, your tokens shall be forfeited. We may, although we are not obligated to, in our sole discretion, waive the token claiming policy in certain circumstances.
13. NFTs
We grant, to the party who Owns an NFT we have issued for the time that party Owns the NFT (“NFT License Term”), a license with respect to the Art associated with the NFT purchase, subject always to these NFT Terms in force at the date of sale or transfer together with any other terms and conditions which may apply to the NFT.
The NFT license is assignable, transferable and revocable, and is for your personal, non-commercial, royalty free use of the NFT (including to sell or transfer on a Marketplace) and to display and enjoy the Art associated with the NFT anywhere in the world (“NFT License”).
Upon your sale of the NFT you Own, the License transfers to the purchaser who then Owns the NFT and will be subject to the NFT License and these NFT Terms. For the avoidance of doubt, the transfer of the NFT License does not constitute a commercial use for the purposes of clause B.
With immediate effect upon your sale of the NFT you Own, your rights under the NFT License pursuant to clause B shall terminate. You will no longer be entitled to use the Art (or any reproductions of the Art) upon sale by you of the NFT.
Except as expressly stated in these NFT Terms, nothing in these NFT Terms are intended to, or shall operate to, give you ownership of any Intellectual Property rights in, or other rights with respect to the Intellectual Property.
There is no transfer of title or ownership of any Intellectual Property or any Intellectual Property rights upon the sale of the NFT under these NFT Terms.
The NFT may not be used in any way which would:
modify any Art; or
use the Art to market or to sell third-party products or for any other commercial benefit; or
use the Art in connection with images of hatred, violence or other inappropriate behavior that could be reasonably considered to bring the Intellectual Property rights owner into disrepute; or
seek to trademark or acquire Intellectual Property rights in the Art; or
take, appropriate or represent any ownership in the Intellectual Property; or
assert any right to or over the Intellectual Property in any manner inconsistent with the rights under these NFT Terms; or
take any action which would or might invalidate, challenge, oppose or otherwise put in dispute the owner’s rights to the Intellectual Property; or be reasonably seen to disparage the Intellectual Property rights of the owner; or
contravene the moral rights of the artist or licensor of the Art; or
contravene the Terms or these NFT Terms; or
cause, permit or assist any other person directly or indirectly to do any of the above acts.
For the avoidance of any doubt:
the restrictions on the NFT License survive termination or assignment transfer of the NFT License; and
the purchase of an NFT does not grant you any ownership or license for any Intellectual Property rights over Layer3 or any aspect of Art used in our NFTs other than as expressly stated in these NFT Terms; and
the NFT License granted under this clause is limited to the time you Own the NFT and upon your sale of the NFT to another party the NFT License is assigned to the purchaser of the NFT and your rights under the License terminate, and you must draw to the other party’s attention the contents of these NFT Terms prior to your sale of the NFT;
the sale of your NFT does not constitute a “commercial use” of your NFT for the purposes of these NFT Terms.
14. NFT TERMINATION
These NFT Terms and the NFT License may be terminated with immediate effect:
a) by us if any of the warranties in clause K are breached; or
b) by us if the limitations of the NFT License are breached; or
c) by either party if the other party commits any material breach of its obligations under these Terms and fails to remedy such breach (if capable of remedy) within 30 days of receipt of notice from the non-defaulting party requiring it to do so.
Termination of these NFT Terms does not affect the rights of the parties which have accrued prior to termination.
15. ACKNOWLEDGEMENTS.
You acknowledge and agree that:
we provide NFTs solely on a proprietary basis for use with Layer3 and if we transact with you we do so solely on a bilateral basis;
NFTs are not intended for speculative use, are not sold or represented to be financial product and nothing we publish is in any way financial advice to you or any other person;
NFTs may experience or may have extreme price volatility, including being worthless in the future;
we are not providing and will not provide any fiduciary, advisory, brokerage, exchange or other similar services to you or any other person;
you are solely responsible for any decision to enter into a transaction subject to these NFT Terms, including the evaluation of any and all risks related to any such transaction;
a significant degree of sophistication is required to safely deal in and store NFTs of any kind using a Digital Wallet;
we are not a custodian for the purposes of the Corporations Act, and transfers of any NFTs are for transaction purposes only;
we are not responsible for any Loss caused by your failure to act in accordance with our policies, procedures or in accordance with our reasonable directions;
you purchase NFTs entirely at your own risk and understanding and we have not made any representations or warranties as to the IT security or ongoing availability of such NFTs or that your access to use your NFTs in Layer3 or in any other way will be uninterrupted, timely or secure at all time
you understand and acknowledge that your ownership of NFTs remains contingent upon you remaining in control of the seed phrases and private key(s) associated with your Digital Wallet and that we will not store any information in connection with your Digital Wallet beyond that required for the sale of NFTs or the interaction of your Digital Wallet with Layer 3;
we do not and cannot guarantee there will be any use for, or any particular price available for any NFT you purchase from us; and
we do not represent or guarantee any outcomes, or any financial return from your acquisition of any NFT from us, save the ability to use the NFT within Layer3 for such time as we choose to support on and off Layer3 and such access to Layer3 may be subject to further terms and conditions, including payment of subscription fees.
You must disclose to us anything that has or will constitute a material breach of a Warranty in these Terms or cause a Warranty in these Terms to be untrue or inaccurate, as soon as practicable after you become aware of it.
16. WARRANTIES
You warrant and assure us that in acquiring an NFT (from us or from a third party or existing NFT holder):
You are sufficiently experienced and educated to make decisions regarding the use of the Site and the procurement or purchase of NFTs from us, including sufficient experience in dealing with and storing NFTs using a Digital Wallet;
You have all necessary experience, resources, certificates, licenses, permits and approvals to interact with the Site and procure or purchase of NFTs applicable in Your Jurisdiction, and that any transactions under these NFT Terms or in your use of Layer3 will be legal under the applicable laws of Your Jurisdiction;
All information you supply to us is true and accurate as at the time it is given, and that any Digital Wallet address you provide to us has been generated in accordance with best practice security measures and no other party, other than you or your authorized representative, has used, or has access to, the seed phrases, private keys or analogous passwords required to effect transfers from, the Digital Wallet;
as far as you are aware, there are no facts, circumstances or other information which both:
you have not fully and fairly disclosed to us in a manner and to an extent that it would impact our ability to make a reasonable assessment of those facts, matters and circumstances prior to entering into a transaction to sell you an NFT; and
is of such nature and materiality that a reasonable person, had it been made aware of, could not reasonably be expected to consider prior to entering into a transaction for the sale of NFTs;
You are not involved in any capacity in any claim, legal action, proceeding, suit, litigation, prosecution, investigation, inquiry, mediation or arbitration (nor which are pending or threatened) concerning the purchase and sale of cryptographic tokens or NFTs;
If we request, you will identify and substantiate the source of funds involved in transactions to acquire NFTs;
No Digital Currency transferred to us as part of a Purchase Price has been derived from any illegal or unlawful activity;
You are the lawful owner of any Digital Wallet nominated for delivery of NFTs and each Digital Wallet is owned and operated solely for your benefit, and no person has any right, title or interest in your nominated Digital Wallet; and
You have had the opportunity to obtain independent legal advice in relation to the terms and effect of these Terms.
that each of the Warranties in this section is true and accurate, and not misleading or deceptive as at the date of these Terms.
17. DISCLAIMER OF WARRANTIES
WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, HACKS, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE Site OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE Site, ANY THIRD PARTY LINKS (INCLUDING BUT NOT LIMITED TO SMART CONTRACTS FAQS OR OTHER MATERIALS) ACCESSED THROUGH OR IN CONJUNCTION WITH THE Site, OR ON ANY APPS LINKED TO IT. YOUR USE OF THE Site, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE Site IS AT YOUR OWN RISK. THE Site, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE Site ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE FOUNDATION, THE DAO NOR ANY PERSON ASSOCIATED WITH THEM MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE Site. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE Site, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE Site OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
YOU HEREBY IRREVOCABLY WAIVE, RELEASE AND DISCHARGE ALL CLAIMS, WHETHER KNOWN OR UNKNOWN TO YOU, AGAINST US, OUR AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES RELATED TO YOUR USE OF ANY WALLET SOFTWARE, ASSOCIATED LOSS OF FUNDS, TRANSACTION FAILURES, OR ANY OTHER DEFECTS THAT ARISE IN THE COURSE OF YOUR USE OF YOUR WALLET. THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
18. RELEASE OF CLAIMS
You acknowledge that the Site (including without limitation the smart contracts) and your use of the Site contain certain risks, including without limitation the following risks: any smart contracts you interact with are entirely your own responsibility and your own liability, and we are not a party to the smart contracts; At any time, your access to your Digital Assets may be suspended or terminated or there may be a delay in your access or use of your Digital Assets which may result in the Digital Assets diminishing in value or you being unable to complete a smart contract; if your collateral declines such that your collateral is no longer sufficient to secure your position as a signer or depositor that a liquidation auction may not produce sufficient revenue to return your collateral, or other users may seize your collateral to close out your account; and the Site and related smart contracts may be suspended or terminated for any or no reason, which may limit your access to your Digital Assets. You assume all risk in connection with your access to and use of the Site and its smart contracts, and you waive and release us from any and all liability, claims, causes of action or damages arising from or in any way related to your use of the Site or the smart contracts.
19. PRIVACY POLICY
We care about data privacy and security. Please review our Privacy Policy: https://app.termly.io/document/privacy-policy/a7debbc6-4ea7-44e2-a736-34adeab8e0e4. By using the Site, you agree to be bound by our Privacy Policy, which is incorporated into these Terms of Use.
20. NOT REGISTERED WITH THE SEC OR ANY OTHER AGENCY
We are not registered with the U.S. Securities and Exchange Commission as a national securities exchange or in any other capacity. You understand and acknowledge that we do not broker trading orders on your behalf nor do we collect or earn fees from your trades on the Site. We also do not facilitate the execution or settlement of your trades, which occur entirely on a public distributed blockchain.
21. NO PROFESSIONAL ADVICE
All information provided by the Site is for informational purposes only and should not be construed as professional advice. You should not take, or refrain from taking, any action based on any information contained in the Site. Before you make any financial, legal, or other decisions involving the Site, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate.
22. STAKING PRODUCTS
BY USING THIS APP YOU ACKNOWLEDGE THE FOLLOWING: WE ARE NOT INVESTMENT ADVISORS, AND THE INFORMATION WE PROVIDE IS NOT INVESTMENT ADVICE. THE STAKING AND TRADING OF CRYPTOGRAPHIC TOKENS CARRIES SIGNIFICANT RISK, AND YOU COULD LOSE SOME OR ALL OF YOUR CRYPTOCURRENCY. YOU ARE RESPONSIBLE FOR ALL STAKING DECISIONS. THE APP MAY OFFER ACCESS TO STAKING OPPORTUNITIES THAT ARE SPONSORED BY US, BY THIRD PARTIES, OR BY THIRD PARTIES IN CONCERT WITH US. SUCH SITES MAY OFFER STAKING REWARDS IN THE FORM OF STAKED TOKENS OR REWARD TOKENS AFFILIATED WITH THEIR SITES. SUCH REWARDS MAY BE PAID BY THE APPLICABLE OFFERING PARTIES OR BY US FOR PARTICIPATING IN THE PROGRAM. NO STAKING REWARDS ARE GUARANTEED, AND ANY RETURNS, OFTEN REFERRED TO AS ANNUAL PERCENTAGE YIELD OR APY, ARE ESTIMATES THAT MIGHT PROVE INCORRECT. THE REWARDS YOU EARN, IF ANY, ARE BASED ON THE STAKING DECISIONS YOU MAKE. CRYPTOCURRENCY MARKETS ARE EXPERIMENTAL AND EXTREMELY VOLATILE. DO NOT STAKE ANY FUNDS YOU CANNOT AFFORD TO LOSE. ALL RETURNS ARE SUBJECT TO MARKET FLUCTUATIONS AND MAY NOT ACTUALLY BE REALIZED. ALL STAKING ACTIVITY IS COVERED BY THIS DISCLAIMER AND THE RULES OF THE STAKING PROGRAM.
STAKING IS MANAGED BY THE LAYER3 FOUNDATION, A THIRD PARTY CAYMAN ISLANDS BUSINESS. BY PARTICIPATING IN STAKING ACTIVITIES, YOU ACKNOWLEDGE THAT YOU UNDERSTAND AND ACCEPT THE RISKS ASSOCIATED WITH SUCH ACTIVITIES. THE LAYER3 FOUNDATION DOES NOT GUARANTEE ANY SPECIFIC RETURNS OR PROFITS FROM STAKING.
THE LAYER3 FOUNDATION, LAYER3 XYZ INC., THEIR AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND REPRESENTATIVES SHALL NOT BE LIABLE FOR ANY LOSSES, DAMAGES, OR CLAIMS ARISING OUT OF OR IN CONNECTION WITH YOUR PARTICIPATION IN STAKING ACTIVITIES, INCLUDING BUT NOT LIMITED TO LOSSES RESULTING FROM MARKET VOLATILITY, TECHNICAL FAILURES, SECURITY BREACHES, OR REGULATORY CHANGES. YOU AGREE TO INDEMNIFY AND HOLD HARMLESS THE LAYER3 FOUNDATION, LAYER3 XYZ INC., AND THEIR AFFILIATES FROM ANY CLAIMS, DEMANDS, OR DAMAGES, INCLUDING REASONABLE ATTORNEYS' FEES, ASSERTED BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR USE OF THE STAKING SERVICES.
23. NON-CUSTODIAL AND NO FIDUCIARY DUTIES AND AFFILIATE TRANSACTIONS
As has been stated earlier, the Site is a purely non-custodial application, meaning you are solely responsible for the custody of the cryptographic private keys to the digital asset wallets you hold. You understand and agree that we do not custody, control or manage user funds in any manner whatsoever. The Site enables access to an online, decentralized and autonomous Site and environment, and associated decentralized networks, that are not controlled by us. We do not have access to your private key and cannot initiate a transfer of cryptocurrency or otherwise access your digital assets. We are not responsible for any activities that you engage in when using your wallet, or the Site.
This Agreement is not intended to, and does not, create or impose any fiduciary duties on us. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated. You further agree that the only duties and obligations that we owe you are those set out expressly in this Agreement.
Finally, you acknowledge that we may provide services through the Site from an entity that is affiliated with us. Services may include the provision of digital assets through the market making of such assets. You expressly agree to waive any and all claims you may have against us for actions taken by such affiliated entity or entities. Any disputes or claims you may have relating to your interactions with an applicable affiliated entity shall be brought solely against that entity under the terms of your arrangement, contractual or otherwise, with that entity.
24. COMPLIANCE OBLIGATIONS
The Site is operated from facilities outside of the United States. The Site may not be available or appropriate for use in certain jurisdictions as determined by us. By accessing or using the Site, you agree that you are solely and entirely responsible for compliance with all laws and regulations that may apply to you.
25. ASSUMPTION OF RISK
By accessing and using the Site, you represent that you are financially and technically sophisticated enough to understand the inherent risks associated with using cryptographic and blockchain-based systems, and that you have a working knowledge of the usage and intricacies of digital assets such as bitcoin (BTC), ether (ETH), and other digital tokens such as those following the Ethereum Token Standard (ERC-20). In particular, you understand that blockchain-based transactions are irreversible and that we do not have possession, custody or control over any cryptoassets appearing on the Site; and we do not have possession, custody, or control over any user’s funds. Further, we do not store, send, or receive any cryptoassets.
You further understand that the markets for these digital assets are highly volatile due to factors including (but not limited to) adoption, speculation, technology, security, and regulation. You acknowledge that the cost and speed of transacting with cryptographic and blockchain-based systems (such as Ethereum) are variable and may increase dramatically at any time. You further acknowledge the risk that your digital assets may lose some or all of their value while they are supplied to the Site through the Interface, you may suffer loss due to the fluctuation of prices of tokens in a trading pair or liquidity pool, and, especially in expert modes, experience significant price slippage and cost. You understand that anyone can create a token, including fake versions of existing tokens and tokens that falsely claim to represent projects, and acknowledge and accept the risk that you may mistakenly trade those or other tokens. You further acknowledge that we are not responsible for any of these variables or risks, do not own or control the Site, and cannot be held liable for any resulting losses that you experience while accessing or using the Site. Accordingly, you understand and agree to assume full responsibility for all of the risks of accessing and using the Site and interacting with the Site.
The software underlying blockchain networks on which the Site is deployed, including, for example, the Ethereum blockchain, is open source, which means that anyone can use, utilize, and build on top of it. By using the services or the Site, you acknowledge and agree (i) that we are not responsible for the operation of the blockchain-based software and networks underlying the Site, (ii) that there exists no guarantee of the functionality, security, or availability of that software and networks, and (iii) that the underlying blockchain-based networks are subject to sudden changes in operating rules, such as those commonly referred to as “forks”. Additionally, you acknowledge that many if not all transactions on the blockchain are not anonymous.
26. THIRD-PARTY RESOURCES AND PROMOTIONS
The Site may contain references or links to third-party resources, including (but not limited to) information, materials, products, or services, that we do not own or control. In addition, third parties may offer promotions related to your access and use of the Site. We do not endorse or assume any responsibility for any such resources or promotions. Additional terms and conditions may apply to specific portions, services or features of the applications or services provided by third parties including Dapps and smart contracts, either alone or in conjunction with the functionality provided by us. The use of such services or features shall be governed by the terms of use associated with them, and we accept no liability or responsibility for any third-party functionality or any of our open source functionality that has been modified by third parties. If you access any such resources or participate in any such promotions, you do so at your own risk, and you understand that this Agreement does not apply to your dealings or relationships with any third parties. You expressly relieve us of any and all liability arising from your use of any such resources or participation in any such promotions. Additionally, you acknowledge and agree that we are not responsible for the content and availability of such external sites, applications or resources. We do not endorse and are not responsible or liable for any content, advertising, products or other materials on or available from such sites, applications or resources. Finally, if you are using the Site to supply digital assets, or information relating to digital assets including but not limited to pricing information, you grant to us a license to use and display your name on the Site up to and until you cease such activities on the Site.
27. RELEASE OF CLAIMS
You expressly agree that you assume all risks in connection with your access and use of the Interface and your interaction with the Site. You further expressly waive and release us from any and all liability, claims, causes of action, or damages arising from or in any way relating to your use of the Interface and your interaction with the Site including but not limited to any losses you sustain due to malicious cyberattacks or bugs.
Additionally, You assume the risks of engaging in transactions that rely on smart contracts and other experimental technology. Transactions on the Site rely on smart contracts stored on various blockchains, cryptographic tokens generated by the smart contracts, and other nascent software, applications and systems that interact with blockchain-based networks. These technologies are experimental, speculative, inherently risky, and subject to change. Among other risks, bugs, malfunctions, cyberattacks, or changes to the applicable blockchain (e.g., forks) could disrupt these technologies and even result in a total loss of cryptoassets, their market value, or digital funds. This includes interoperability with digital asset wallets that may or may not be supported by the Interface. You are solely responsible for the safekeeping of the private key associated with the blockchain address used to interact with the Site. We assume no liability or responsibility for any such risks.
You acknowledge the risks of using any services associated with this Agreement. You bear sole responsibility for evaluating the Services before using them, and all transactions accessed through the Services are irreversible, final, and without refunds. The Services may be disabled, disrupted or adversely impacted as a result of sophisticated cyber-attacks, surges in activity, computer viruses, and/or other operational or technical challenges, among other things. We disclaim any ongoing obligation to notify you of all of the potential risks of using and accessing our Services. You agree to accept these risks and agree that you will not seek to hold any Indemnified Party (as defined below) responsible for any consequent losses.
We do not guarantee the quality or accessibility of the Services. As a condition to accessing or using the Services or the Site, you acknowledge, understand, and agree that from time to time, the Site and the Services may be inaccessible or inoperable for any reason, including, but not limited to equipment malfunctions, periodic maintenance procedures or repairs, causes beyond our control or that we could not reasonably foresee, disruptions and temporary or permanent unavailability of underlying blockchain infrastructure or unavailability of third-party service providers or external partners for any reason.
You acknowledge and agree that you will access and use the Services, including, without limitation, the Site at your own risk. You should not engage in blockchain-based transactions unless it is suitable given your circumstances and financial resources. By using the Services, you represent that you have been, are and will be solely responsible for conducting your own due diligence into the risks of a transaction and the underlying smart contracts and cryptoassets.
Finally, You are responsible for your taxes and duties. users bear sole responsibility for paying any and all taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority associated with their use of the Services, and/or payable as the result of using and/or exploiting any cryptoassets and interacting with smart contracts. Blockchain-based transactions are novel, and their tax treatment is uncertain.
28. LIMITATION OF LIABILITY
Under no circumstances shall we or any of our officers, directors, employees, contractors, agents, affiliates, parents, related companies, subsidiaries, representatives, or licensors (collectively, the “Indemnified Parties”) be liable to you for any indirect, punitive, incidental, special, consequential, or exemplary damages, including (but not limited to) damages for loss of profits, goodwill, use, data, or other intangible property, arising out of or relating to any access or use of the Site, nor will we be responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access or use of the Interface, the Services or the information contained within it. We assume no liability or responsibility for any: (a) errors, mistakes, or inaccuracies of content; (b) personal injury or property damage, of any nature whatsoever, resulting from any access or use of the Site or the Services; (c) unauthorized access or use of any secure server or database in our control, or the use of any information or data stored therein; (d) interruption or cessation of function related to the Site or the Services; (e) bugs, viruses, trojan horses, or the like that may be transmitted to or through the Site or the Services; (f) errors or omissions in, or loss or damage incurred as a result of the use of, any content made available through the Site or the Services ; (g) the defamatory, offensive, or illegal conduct of any third party; (h) the actions or inaction of the DAO; and (i) liabilities arising from staking activity or your decision to interact with one or more Public Pools through the Site. Under no circumstances shall we or any of our officers, directors, employees, contractors, agents, affiliates, or subsidiaries be liable to you for any claims, proceedings, liabilities, obligations, damages, losses, or costs in an amount exceeding the amount you paid to us in exchange for access to and use of the Site, or $100.00, whichever is greater. This limitation of liability applies regardless of whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, and even if we have been advised of the possibility of such liability. This limitation of liability shall apply to the fullest extent permitted by law.
29. INDEMNIFICATION
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your Contributions; (2) use of the Site; (3) breach of these Terms of Use; (4) any breach of your representations and warranties set forth in these Terms of Use; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Site with whom you connected via the Site. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
30. GOVERNING LAW & DISPUTE RESOLUTION
We will use our best efforts to resolve any potential disputes through informal, good faith negotiations. If a potential dispute arises, you must contact us by sending an email to [email protected] so that we can attempt to resolve it without resorting to formal dispute resolution. If we aren’t able to reach an informal resolution within sixty days of your email, then you and we both agree to resolve the potential dispute according to the process set forth below.
This Agreement shall be governed by and construed in accordance with the laws of the Cayman Islands. Any and all disputes arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be resolved by arbitration in accordance with the rules of the International Chamber of Commerce. The parties agree to abide by and perform any award rendered by the arbitrator(s). Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
31. CLASS ACTION AND JURY TRIAL WAIVER
You must bring any and all Disputes against us in your individual capacity and not as a plaintiff in or member of any purported class action, collective action, private attorney general action, or other representative proceeding. This provision applies to class arbitration. You and we both agree to waive the right to demand a trial by jury.
32. ENTIRE AGREEMENT
These Terms (and any additional terms, rules and conditions of participation that may be posted on the Site) constitute the entire agreement with respect to the Site and supersedes any prior agreements, oral or written.
33. SURVIVAL
Upon termination of these Terms for any reason, all rights and obligations of the parties that by their nature are continuing will survive such termination.