Terms of Use

These Terms of Use (the “Terms”) govern your relationship with the dYdX Operations subDAO (the “Ops subDAO” “we,” “our,” “ours,” and “us”) and your use of the website operated by us and located at https://dydxopsdao.com, including any subdomains thereof, and any materials, content, or services available therein (collectively, the “Site”). 

Please read these Terms and our Privacy Notice located at https://dydxopsdao.com/legal/privacy-notice carefully. By using the Site, you agree to be bound by these Terms and our Privacy Notice, which is incorporated into these Terms by reference. If you do not agree completely to these Terms or our Privacy Notice, do not use the Site.  

THIS AGREEMENT CONTAINS A BINDING INDIVIDUAL ARBITRATION  AGREEMENT AND CLASS ACTION WAIVER IN SECTION 10. THIS AFFECTS YOUR  RIGHTS WITH RESPECT TO ANY “DISPUTE” BETWEEN YOU AND THE OPS SUBDAO AND MAY REQUIRE YOU TO RESOLVE DISPUTES IN BINDING, INDIVIDUAL  ARBITRATION, AND NOT IN COURT. PLEASE READ THIS ENTIRE AGREEMENT,  INCLUDING THAT PROVISION, CAREFULLY. 

1. Intellectual Property Ownership. 

1.1 You acknowledge that the Site may use, incorporate, or link to certain open-source components and that your use of the Site is subject to applicable open-source licenses that govern any such open-source components (collectively, “Open-Source Licenses”).  Without limiting the generality of the foregoing, you may not (a) resell, lease, lend, share,  distribute or otherwise permit any third party to use the Site in a manner that violates any  Open Source License.  

1.2 Excluding any intellectual property or proprietary rights governed by Open-Source  Licenses, you acknowledge and agree that we own all legal right, title, and interests in the Site and its contents, including but not limited to software, text, images, all trademarks, service marks, and trade names (“Ops subDAO Materials”). You acknowledge that  Ops subDAO Materials are protected by copyright, trade dress, patent, and trademark laws, international conventions, other relevant intellectual property and proprietary rights,  and applicable laws. 

1.3 Subject to your compliance with these Terms, we provide you a limited, personal, non-exclusive, non-transferable, non-assignable, fully revocable license to use the Site for your individual use. This license is effective until terminated. We may terminate or suspend any or all portions or features of the Site at any time and for any reason or for no reason with no liability to you. This license does not give you any ownership rights in the  Ops subDAO Materials. This license does not give you any rights in the Ops subDAO’s trade or service marks. You may not use any part of the Ops subDAO names, logos, or other trade or service marks without prior written consent from us. 

2. Prohibited Conduct and Content.  

2.1 You agree not to engage in any of the following conduct (each, a “Prohibited Activity”)  with respect to the Site: 

(i) Any activity that seeks to interfere with or compromise the integrity, security,  or proper functioning of any computer, server, network, personal device, or  other information technology system, including (but not limited to) the deployment of viruses and denial of service attacks; 

(ii) Any activity to defraud any person or entity, including but not limited to providing any false, inaccurate, or misleading information in order to unlawfully obtain the property of another;

(iii) Any activity that violates any applicable law, rule, or regulation concerning  the trading of securities, derivatives, or commodities; and 

(iv) Any activity to violate any other applicable law, contract, intellectual property right or other third-party right or commit a tort. 

2.2 If you engage in any of the Prohibited Activities, we may, at our sole and absolute discretion, without notice or liability to you, and without limiting any of our other rights or remedies at law or in equity, immediately suspend or terminate your access to the Site. 

3. No Fiduciary Duties 

3.1 These Terms are not intended to, and do 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.  

4. No Professional Advice 

4.1 You agree and understand that all information provided by the Site is for informational purposes only and should not be construed as legal, financial, or tax advice. You should not take, or refrain from taking, any action based on any information contained in or on the Site. You should seek independent advice from professional advisers before making any decisions involving your use of the Site. 

5. Disclaimers and No Warranties.  

5.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND  USE OF THE SITE IS AT YOUR SOLE RISK, AND THAT ACCESS TO THE SITE IS  PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE FULLEST EXTENT  PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE MAKE NO EXPRESS  WARRANTIES AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES  REGARDING ANY PART OF THE SITE, INCLUDING THE IMPLIED  WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR  PURPOSE, NON-INFRINGEMENT, CORRECTNESS, ACCURACY, OR  RELIABILITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,  WE DO NOT REPRESENT OR WARRANT THAT ACCESS TO THE SITE WILL BE  CONTINUOUS, UNINTERRUPTED, TIMELY, OR SECURE; THAT THE  INFORMATION CONTAINED IN THE SITE WILL BE ACCURATE,  RELIABLE, COMPLETE, OR CURRENT; OR THAT THE SITE WILL BE FREE  FROM ERRORS, DEFECTS, VIRUSES, OR OTHER HARMFUL ELEMENTS. 

5.2 YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING  INFORMATION OVER THE INTERNET AND AGREE THAT WE HAVE NO  LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY.  

5.3 WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU  INCUR AS THE RESULT OF YOUR USE OF ANY BLOCKCHAIN NETWORK OR  ANY DIGITAL ASSET WALLET OR OTHER ELECTRONIC WALLET,  INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS  ARISING FROM: (i) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR  INCORRECTLY CONSTRUED SMART CONTRACTS OR OTHER  

TRANSACTIONS; (ii) SERVER FAILURE OR DATA LOSS; (iii) CORRUPTED  WALLET FILES; OR (iv) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD  PARTIES, INCLUDING BUT NOT LIMITED TO THE USE OF VIRUSES,  PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE  PLATFORM, BLOCKCHAIN NETWORK, OR ANY DIGITAL ASSET WALLET OR  OTHER ELECTRONIC WALLET. 

5.4 WE ARE NOT RESPONSIBLE FOR LOSSES DUE TO BLOCKCHAINS OR ANY  OTHER FEATURES OF ANY BLOCKCHAIN NETWORK OR ANY DIGITAL  ASSET WALLET OR OTHER ELECTRONIC WALLET, INCLUDING BUT NOT  LIMITED TO LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO  REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE  BLOCKCHAIN NETWORK, INCLUDING FORKS, TECHNICAL NODE ISSUES, OR  ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT. 

6. Indemnification. 

6.1 To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless the Ops subDAO and our subsidiaries and affiliates, and each of our  respective officers, directors, agents, partners and employees (individually and  collectively, the “Ops subDAO Parties”) from and against any losses, liabilities,  claims, demands, damages, expenses or costs (“Claims”) arising out of or related to (a)  your access to or use of the Site (b) your violation of these Terms; (c) your violation,  misappropriation, or infringement of any rights of another (including intellectual property rights or privacy rights); or (d) your conduct in connection with the Site. You agree to promptly notify the Ops subDAO of any third-party Claims, cooperate with the  Ops subDAO Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including attorneys’ fees). You also agree that the Ops subDAO Parties will have control of the defense or settlement, at the  Ops subDAO Parties’ sole option, of any third-party Claims. 

7. Limitation of Liability.  

7.1 To the fullest extent permitted by applicable law, the Ops subDAO and the other  Ops subDAO Parties will not be liable to you under any theory of liability - whether based in contract, tort, negligence, strict liability, warranty, or otherwise - for any  indirect, consequential, exemplary, incidental, punitive or special damages or lost profits,  even if the Ops subDAO or the other Ops subDAO Parties have been advised of the possibility of such damages. 

7.2 The total liability of the Ops subDAO and the other Ops subDAO Parties for any claim arising out of or relating to these Terms, regardless of the form of the action, is limited to the greater of $100 or the amount paid by you to use the Site. 

7.3 The limitations set forth in this Section 7 will not limit or exclude liability for the gross negligence, fraud, or intentional misconduct of Ops subDAO or the other Ops subDAO Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. 

8. Release. 

8.1 To the fullest extent permitted by applicable law, you release Ops subDAO and the other Ops subDAO Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown  (including claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. If you are a consumer who resides in California, United States, you hereby waive your rights under California Civil Code § 1542, which  provides: “A general release does not extend to claims which the creditor does not know  or suspect to exist in his or her favor at the time of executing the release, which if known  by him or her must have materially affected his or her settlement with the debtor.” 

9. Changes to these Terms.

9.1 We may update, amend, alter, or modify these Terms in the future. You agree that the Ops subDAO may make changes to these Terms at any time and for any reason at its sole discretion. If we make material changes to these Terms, we will notify you and allow you to review the new Terms that will supersede and replace these Terms.  Your continued access or use of the Site after notice of changes to these Terms will mean that you accept any and all of such changes. If you do not agree to the amended Terms,  you must stop using the Site. 

10. Dispute Resolution and Binding Arbitration. 

10.1 PLEASE READ THIS SECTION CAREFULLY BECAUSE IT MAY SIGNIFICANTLY IMPACT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO BRING A LAWSUIT AGAINST THE OPS SUBDAO. THIS SECTION REQUIRES YOU TO SUBMIT ANY CONTROVERSY, DISPUTE, CLAIM OR DISAGREEMENT (EACH A “DISPUTE”) ARISING OUT OF THESE TERMS, INCLUDING ANY DISPUTE THAT AROSE BEFORE THE EFFECTIVE DATE OF THESE TERMS, TO BINDING INDIVIDUAL ARBITRATION. THIS SECTION EXTENDS TO DISPUTES THAT AROSE OR INVOLVE FACTS OCCURRING BEFORE THE EXISTENCE OF THIS SECTION OR ANY PRIOR VERSIONS OF THESE TERMS AS WELL AS DISPUTES THAT MAY ARISE AFTER THE TERMINATION OF THESE TERMS.  

10.2 You and the Ops subDAO agree that any Dispute arising out of or related to these Terms is personal to you and the Ops subDAO, and that any such Dispute will be resolved solely through binding individual arbitration. Such Dispute shall not be brought as a class arbitration, class action, or any other type of representative proceeding.

10.3 Any Dispute between you and the Ops subDAO arising out of or relating to these Terms (including non-contractual Disputes) shall be settled by arbitration administered by the Cayman Islands Mediation & Arbitration Centre (CI-MAC) in accordance with the Arbitration Act (as amended) of the Cayman Islands. The arbitration shall be seated in George Town, Cayman Islands, shall be conducted in the English language, and shall be determined by a sole arbitrator. Any award or decision made by the arbitrator shall be in writing, final, and binding on the parties, and judgment upon such award may be entered in or enforced by any court of competent jurisdiction. You agree not to initiate any action at law or in equity based on any claim arising out of or related to these Terms in any court. However, the Ops subDAO reserves the right to bring any suit, action, or proceeding against you for breach of these Terms in your country of residence or any other relevant jurisdiction. You waive any and all objections to the exercise of jurisdiction and venue in such courts. Notwithstanding the foregoing, nothing in this Section shall be construed to limit any right that cannot be waived or limited under applicable law. 

11. Governing Law and Venue.

11.1 These Terms and any Dispute arising out of or relating to them (in each case, including non-contractual Disputes) shall be governed by and construed in accordance with the internal laws of the Cayman Islands, without regard to its conflict of law provisions.  

12. Severability.  

12.1 If any provision or part of a provision of these Terms is unlawful, void or unenforceable,  that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions. 

13. Feedback. 

13.1 You may voluntarily post, submit, or otherwise communicate to the Ops subDAO, including through third-party channels, any questions, comments, suggestions, ideas, original or creative materials, or other information about the Site (collectively, “Feedback”). By submitting any Feedback, you hereby irrevocably grant to the Ops subDAO a worldwide, perpetual, irrevocable, royalty-free, and fully sublicensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such Feedback (in whole or in part) in any media, and to incorporate the Feedback into other works in any format or medium now known or later developed. You understand and agree that the Ops subDAO may treat such Feedback as non-confidential and non-proprietary. 

14. Miscellaneous.  

14.1 The failure of the Ops subDAO to exercise or enforce any right or provision of these  Terms will not operate as a waiver of such right or provision. These Terms reflect the entire agreement between the parties relating to the subject matter hereof and supersede all prior agreements, representations, statements and understandings of the parties. The section titles in these Terms are for convenience only and have no legal or contractual effect. Use of the word “including” will be interpreted to mean “including without  limitation.” Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree that communications and transactions between us may be conducted electronically.

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