Last Modified: March 10, 2022
BY ACCESSING OR USING THE SITE, YOU REPRESENT AND WARRANT THAT YOU WILL NOT USE THE SITE IF THE LAWS APPLICABLE TO YOU AND YOUR COUNTRY OF RESIDENCY AND/OR CITIZENSHIP PROHIBIT YOU FROM DOING SO IN ACCORDANCE WITH THESE TERMS. OUR INCOME SHARE CONTRACTS ARE NOT OFFERED TO PERSONS OR ENTITIES WITHIN TO THE UNITED STATES OF AMERICA (COLLECTIVELY, “US PERSONS”) OR ANY RESTRICTED TERRITORY (DEFINED BELOW). THIS INCLUDES IF THE PERSON OR ENTITY RESIDES IN, ARE CITIZENS OF, ARE LOCATED IN,ARE INCORPORATED IN, OR HAVE A REGISTERED OFFICE IN THE UNITED STATES OF AMERICA (COLLECTIVELY, “US PERSONS”) OR ANY RESTRICTED TERRITORY. THERE ARE NO EXCEPTIONS TO THESE RESTRICTIONS. IF YOU ARE A RESTRICTED PERSON OR ENTITY,PLEASE DO NOT ATTEMPT TO USE OUR INCOME SHARE CONTRACTS, SITE OR SERVICES. ANY ATTEMPT TO USE A VIRTUAL PRIVATE NETWORK (“VPN”) TO CIRCUMVENT THE RESTRICTIONS IS PROHIBITED. PURSUANT TO APPLICABLE LAWS AND REGULATIONS, OPENGUILD RESERVES THE RIGHT TO SELECT ITS MARKETS AND JURISDICTIONS TO OPERATE IN AND MAY RESTRICT OR DENY THE USE OF THE SITE OR ANY PART THEREOF, IN CERTAIN COUNTRIES AT ITS DISCRETION.
This Interface is offered and available to users who are 18 years of age or older. By using this Interface, the User represents and warrants that the User is at least the higher of legal age to form a binding contract with the Company in the User’s applicable jurisdiction or eighteen (18) years of age, and meet all of the foregoing eligibility requirements. If the User does not meet all of these requirements, the User must not access or use the Interface.
3) Accessing the Interface and User Security.
We reserve the right to withdraw or amend this Interface, and any service or material we provide on theInterface, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Interface is unavailable at any time or for any period. From time to time, we may restrict access to some parts of theInterface, or the entire Interface, to those who access the Interface (“Participants”). The User is responsible for both:
a) Making all arrangements necessary for the User to have access to the Interface.
4) Intellectual Property Rights.
The Interface and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. The User must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on ourInterface, except as follows:
a) The User’s computer may temporarily store copies of such materials in RAM incidental to the User’s accessing and viewing those materials.
b) The User may store files that are automatically cached by the User’s web browser for display enhancement purposes.
c) The User may print or download one copy of a reasonable number of pages of the Interface for its own personal, non-commercial use and not for further reproduction, publication, or distribution.
d) If we provide desktop, mobile, or other applications for download, the User may download a single copy to its computer or mobile device, provided the User agrees to be bound by our end user license agreement or other similar applicable agreement for such applications.
The User must not:
a) Modify copies of any materials from this Interface.
b) Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
c) Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this Interface.
If the User wishes to make any use of material on the Interface other than that set out in this section, it should address its request to: email@example.com.
The Company name, the terms “OpenGuild”and “OpenGuild Finance” and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company; provided, however, User is hereby granted permission and license to use the term “OpenGuild” and “OpenGuild Finance” and any related names(excluding the Company name), logos (excluding the Company logo), product and service names, designs, and slogans in any way that they see fit so long as such usage is not done in a way that: (1) is deceitful, fraudulent, or manipulative, (2) implies any relationship between user and the Company beyond that reasonably typical of the administrator of an interface and its users, or(3) to cause confusion in any way to gain crypto-assets of, or personal information about, another party other than that intended by the protocol (for example, you may not use the foregoing marks to execute phishing attacks, spearphishing attacks, social engineering, or in any way that may cause a party to transmit crypto-assets to an unintended recipient or to reveal private information, like a private key or password). All other names, logos, product and service names, designs, and slogans on the Website and Interface are the trademarks of their respective owners.
6) Prohibited Uses.
a) In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
b) For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
c) To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
d) To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses, screen names, similarly named or commonly misspelled URLs, or blockchain identities associated with any of the foregoing).
e) To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Interface, or which, as determined by us, may harm the Company or Participants, or expose them to liability.
f) If they are a citizen of or otherwise accessing the Interface from the nations of China, the United States, Australia, Antigua and Barbuda, Algeria, Bangladesh, Bolivia, Belarus, Burundi, Myanmar (Burma), Côte D'Ivoire (Ivory Coast), Crimea and Sevastopol, Cuba, Democratic Republic of Congo, Ecuador, Iran, Iraq, Liberia, Libya, Magnitsky, Mali, Morocco, Nepal, North Korea, Somalia, Sudan, Syria, Venezuela, Yemen, Zimbabwe or any other country to which the United States, the United Kingdom or the European Union embargoes goods or imposes similar sanctions (collectively, “Restricted Territories”), or if the User is otherwise listed as a Specially Designated National by the United States Office of Foreign Asset Control (OFAC).
g) If doing so is in violation of any laws or regulations according to the User’s applicable jurisdiction(s).
Additionally, the User agrees not to:
h) Be likely to deceive or defraud any person, including (without limitation) providing any false, inaccurate, or misleading information with the intent to unlawfully obtain the property of another.
i) Promote any illegal activity, or advocate, promote, or assist any unlawful act.
j) Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
k) Impersonate any person, misrepresent the User’s identity, or misrepresent its affiliation with any person or organization.
l) Engage in any activity or behavior that violates any applicable law, rule, or regulation concerning, or otherwise damages, the integrity of trading markets or the Protocol, including (without limitation) tactics commonly referred to as spoofing, pump-and-dump schemes, and wash trading.
m) Give the impression that they emanate from or are endorsed by us or any other person or entity if this is not the case.
n) Use the Interface to execute any transactions that may be considered a securities transaction or otherwise requires registration with the Securities and Exchange Commission, the Financial Industry Regulatory Authority, the Commodities Futures Trade Commission, the US Financial Crimes Enforcement Network, or any other federal or any state regulator or agency or applicable self-regulatory organization.
o) Use the Interface in any manner that could disable, overburden, damage, or impair the Interfere with any other party's use of the Interface, including their ability to engage in real time activities through the Interface.
p) Use any robot, spider, or other automatic device, process, or means to access the Interface for any purpose, including monitoring or copying any of the material on the Interface.
r) Use any device, software, or routine that interferes with the proper working of the Interface.
s) Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
t) Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Interface, the server on which the Interface is stored, or any server, computer, or database connected to the Interface, including any underlying blockchain.
v) Attack the Interface via a denial-of-service attack or a distributed denial-of-service attack.
w) Otherwise attempt to interfere with the proper working of the Interface.
7) Monitoring and Enforcement; Termination.
We have the right to:
a) Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Interface.
Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone using or accessing the Interface. THE USER WAIVES AND HOLDS HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES ORLAW ENFORCEMENT AUTHORITIES.
However, we cannot review interactions or activities before they are executed through the Interface, and, given the nature of blockchain and smart contract activity, cannot ensure prompt removal or rectification of objectionable interactions or activities after they have been executed. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, transactions, blockchain operations, or content provided by any Participant or third party.We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section, nor for any harms or damages created by others’ interactions with any blockchain underlying theInterface.
8) Reliance on Information Posted.
The information presented on or through the Interface is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance the User places on such information is strictly at the User’s own risk, and as is common in the blockchain space, the User is assuming a high amount of risk related to others or technical harms when operating via the Interface. We disclaim all liability and responsibility arising from any reliance placed on such materials by the User or any other visitor to the Interface, by anyone who may be informed of any of its contents, or by the actions (or omissions) of others interacting with any underlying blockchain. This Interface may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to theUser or any third party, for the content or accuracy of any materials provided by any third parties.
9) Changes to the Interface.
We may update the content on, design of, or functionalities available through this Interface from time to time, but the Interface is not necessarily complete or up-to-date. Any of the material on the Interface may be out of date at any given time, and we are under no obligation to update such material.
10) Information About the User and the User's Visits to the Interface.
11) No Professional Advice.
All information or content provided or displayed by the Interface is for informational purposes only and should not be construed as professional advice (including, without limitation, tax, legal, or financial advice). The User should not take, or refrain from taking, any action based on any information or content displayed or provided on the Interface. The User should seek independent professional advice from an individual licensed and qualified in the area appropriate for such before theUser makes any financial, legal, or other decisions involving the Interface.The User acknowledges and agrees that, to the fullest extent permissible bylaw, it has not relied on the Company or any other Participant for any professional advice related to its use of the Interface or interactions with the Protocol.
12) Warranty Disclaimer.
The User understands that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Interface will be free of viruses or other destructive code. The User is responsible for implementing sufficient procedures and checkpoints to satisfy the User’s particular requirements for (1) an appropriate Web3 Utility; (2) anti-virus protection and accuracy of data input and output; and (3) maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT THE USER’S COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO THE USER’S USE OF THE INTERFACE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE INTERFACE OR TO THE USER'S DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.THE USER’S USE OF THE INTERFACE,ITS CONTENT, AND ANY OF ITS SERVICES IS AT THE USER’S SOLE RISK. THE INTERFACE IS PROVIDED ON AN “AS IS'' AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT LEGALLY PERMISSIBLE, WE, NOR ANY PERSON ASSOCIATED WITH THE COMPANY, MAKES, ANDWE EXPLICITLY DISCLAIM, ANY AND ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND RELATED TO THE INTERFACE (AND THE PROTOCOL), WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING (WITHOUT LIMITATION) THE WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER THE COMPANY NORANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE INTERFACE. THE COMPANY AND ANY PERSON ASSOCIATED WITH THE COMPANY DOES NOT REPRESENT OR WARRANT THAT: (1) ACCESS TO THE INTERFACE WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, WITHOUT DELAY, ERROR-FREE, SECURE, OR FREE FROM DEFECTS; (2) THAT THE INFORMATION CONTAINED OR PRESENTED ON THE INTERFACE IS ACCURATE, RELIABLE, COMPLETE, CONCISE, CURRENT, OR RELEVANT; (3) THAT THE INTERFACE WILL BE FREE FROM DEFECTS, MALICIOUS SOFTWARE, ERRORS, PRIVATE, ORANY OTHER HARMFUL ELEMENTS, OR THAT ANY OF SUCH WILL BE CORRECTED; OR THAT THE INTERFACE WILL MEET THE USER’S EXPECTATIONS. NO INFORMATION OR STATEMENT THATWE MAKE, INCLUDING DOCUMENTATION OR OUR PRIVATE COMMUNICATIONS, SHOULD BE TREATED AS OFFERING ANY WARRANTY CONCERNING THE INTERFACE (OR AS A REPRESENTATION REGARDING THE PROTOCOL). WE DO NOT ENDORSE, GUARANTEE, OR ASSUME ANY LIABILITY OR RESPONSIBILITY FOR ANY CONTENT, ADVERTISEMENTS, OFFERS,STATEMENTS, OR ACTIONS BY ANY THIRD PARTY EITHER REGARDING OR THROUGH THE INTERFACE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
13) Limitation of Liability.
TO THE FULLEST EXTENT PROVIDED BYLAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OFANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE USER'S USE, OR INABILITY TO USE, THE INTERFACE, THE PROTOCOL, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE INTERFACE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES,INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BYTORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. THIS DISCLAIMER OF LIABILITY EXTENDS TO ANY AND ALL DAMAGES CAUSED BY ANY THIRD PARTY OR ANY FAILURE OF THE PROTOCOL OR THE UNDERLYING BLOCKCHAINS. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
14) Nature of Blockchain; Assumption of Risk; Waiver of Claims.
Blockchains and smart contracts are still emerging technologies that carry a relatively high amount of foreseeable and unforeseeable risk from security, financial, technical, political, social, and personal safety standpoints. The mere access to and interaction with blockchains and smart contracts requires a high degree of skill and knowledge to operate with a relative degree of safety and proficiency. Crypto-assets are highly volatile in nature due to many diverse factors, including (without limitation) use and adoption, speculation, manipulation, technology, security, and legal and regulatory developments and application.Further, the speed and cost of transacting with cryptographic technologies(such as blockchains) is variable and highly volatile. Moreover, the transparent nature of many blockchains means that any interactions the User has with the Protocol may be publicly visible and readable in human form.
By accessing and using theInterface, the User acknowledges the foregoing and agrees and represents that it understands such and other risks involved with blockchains and the Protocol.The User further represents that it has all knowledge sufficient to work, and is informed of all foreseeable risks, and the possibility of unforeseeable risks, associated with blockchains, crypto-assets, Web3 Utilities, smart contracts, and the Protocol. The User further acknowledges that any crypto-assets the User places or uses within the Protocol may increase or decrease in value rapidly while they are involved with the Protocol, or be obtained by other parties or otherwise lost in ways the User may or may not currently foresee (possibly to the User’s severe harm or detriment). The User agrees that we are not responsible for any of these (or related) risks, do not own or control the Protocol, and cannot be held liable for any resulting harms, damages, or losses incurred by or against the User experiences while accessing or using the Interface. Accordingly, the User acknowledges the foregoing, represents its understanding of the foregoing, and agrees to assume full responsibility for all of the risks of accessing and using the Interface and interacting with the Protocol, whether mentioned in this Section or otherwise.The User further expressly waives and releases us from any and all liability, claims, causes of action, or damages arising from or in any way relating to theUser’s use of the Interface and the User’s interaction with the Protocol.
15) No Fiduciary Duties
This Agreement, and the provision of the Interface, is not intended to create any fiduciary duties between us and the User or any third-party. To the fullest extent permissible by law, the User agrees that neither the User’s use of the Interface or the Protocol causes us or any Participant to owe fiduciary duties or liabilities to the User or any third party. Further, the User acknowledges and agrees to the fullest extent such duties or liabilities are afforded by law or by equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated, and that we and any other Participant shall be held completely harmless in relation thereof. The User further agrees that the only duties and obligations that we or any Participant owes the User, and the only rights the User has related to this Agreement or the User’s use of the Interface or the Protocol, are those set out expressly in this Agreement.
16) Provisions Specific to Certain Types of Participants
The Interface and the Protocol enable Participants to serve in certain capacities or perform certain functionalities when interacting with the Protocol. In order to serve in some of these capacities or otherwise perform these functionalities, the User may have been required to enter into other agreements or documents, each of which is hereby incorporated for reference. The types of Protocol capacities or functionalities available to Participants, and the provisions and restrictions applicable to Participates serving in such capacities or performing such functionalities, via the Interface include the following, and the User expressly agrees to be bound by any such applicable provisions and restrictions if it serves in any such capacity and/or performs any such functionality:
a) If the User is an Investor
There exist certain risks and exist related to serving as an Investor. It is possible that the actions or omissions of Aggregate Pool Managers, Guild Managers, or other Participants may harm the User’s position if it serves as an investor, including the potential of loss of the User’s crypto-assets. The User acknowledges the foregoing, represents its understanding of the foregoing, and agrees to assume full responsibility for all of the risks related to its status as investor (including, without limitation, the User’s use of the Interface to perform certain Investor functionalities), whether those risks are mentioned in this paragraph or otherwise. Further, and without limiting any other similar prohibition contained in this Agreement, the User agrees not to engage in any harmful or fraudulent activity related to its status as an Investor, or to engage in any behaviors related to its use of Investor functionalities that are illegal or prohibited by any applicable law or regulation. The User further agrees to (to the fullest extent permissible by law) to waive any liability, and to otherwise hold harmless, any Aggregate Pool Manager, or any other Participant for any harms or damages not caused by that party’s gross negligence, recklessness, or intentional misconduct. The User re-acknowledges and reasserts its agreement that its use of the Interface does not create or impose any fiduciary duties between the User and us nor any other Participant.
b) If the User is a Guild Manager
The User agrees to abide by the terms and provisions of the OpenGuild Protocol Income Share Agreement. The User agrees not to use or access the Interface in any way that would violate those terms and provisions, including (without limitation) manipulating the Interface in any way that may allow it to withdraw larger amounts or according to different terms from any pool contract than as agreed to in those documents.
The Interface may not be available, appropriate, or legal for use in some jurisdictions. By accessing or using the Interface, the User agrees that it is solely and entirely responsible for compliance with all laws and regulations under any jurisdiction applicable to the User. The User may not use the Interface if the User is a citizen, resident, or member of any jurisdiction or group that is subject to economic sanctions by the United States (including those listed in Section 5), or if theUser’s use or access of the Interface would be illegal or otherwise violate any applicable law.
18) Links from the InterfaceIf the Interface may contain links to other sites and resources provided by third parties, these links are provided for convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from the User’s use of them. If theUser decides to access any of the third-party websites linked to thisInterface, the User does so entirely at its own risk and subject to the terms and conditions of use for such websites.
20) Governing Law and Jurisdiction.
21) Arbitration; Class Arbitration Waiver.
22) Class Action Waiver; Jury Trial Waiver.Without limiting Section 21, any disputes related to User’s use of the Interface or the Protocol must be brought in an 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 any court action, action in front of a mediator, or class arbitration. The Parties agree to waive the right to demand a trial by jury.
23) Limitation on Time to File Claims.
24)Waiver and Severability.
25) Entire Agreement