Terms of Use

These Terms of Use (the “Terms”) govern your relationship with the dYdX Grants Trust, a Guernsey non-charitable purpose trust (the “Grants Trust,” “we,” “our,” “ours,” and“us”) and your use of (a) the website operated by us and located at https://www.dydxgrants.com/;(b) all associated websites linked to https://www.dydxgrants.com/ by us; and (c) any materials, content, or services available therein (collectively, the “Site”).

Please read these Terms and our Privacy Notice located at https://www.dydxgrants.com/ 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 14. THIS AFFECTS YOUR RIGHTS WITH RESPECT TO ANY “DISPUTE” BETWEEN YOU AND THE GRANTS TRUST 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.       Eligibility.

1.1      You must be at least the age of majority in yourjurisdiction to access or use the Site. By accessing or using the Site, yourepresent that you are at least the age of majority (e.g., 18 years of age) andhave the full right, power, and authority to enter and comply with these Terms.If you access or use the Site on behalf of a legalentity, (a) all references to “you” throughout these Terms will include that entity,(b) you represent that you are authorized to accept these Terms on that entity’sbehalf, and (c) in the event you or the entity violates these Terms, the entityagrees to be responsible to us.

1.2      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 of prohibited or restricted parties (including but not limited to the list maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury) or (b) a citizen, resident, or organized in a jurisdiction or territory that is the subject of comprehensive country-wide, territory-wide, or regional economic sanctions by the United States.

2.       Intellectual Property Ownership.

2.1       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-SourceLicenses”). 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.

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

2.3       Subject to your compliance with these Terms, we provide you a limited, personal, non-exclusive, nontransferable, 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 Interface 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 Grants Trust Materials. This license does not give you any rights in the Grants Trust’s trade or service marks. You may not use any part of the Grants Trust’s names, logos, or other trade or service marks without the prior written consent from us.  

3.       Privacy

3.1       When you use the Site, we collect information you provide to us, including any information provided through the application form submitted at https://www.dydxgrants.com/grants-application.Additionally, when you use the Site, we may collect information about you automatically through cookies and similar technologies. Please refer to our Privacy Notice, available at https://www.dydxgrants.com/for information on how we collect, store, and use your information.

4.       ProhibitedConduct and Content.

4.1      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.

4.2       If you engage in any of theProhibited 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.

5.       Termination.

5.1       We may, at any time and at its sole discretion, suspend, terminate, deactivate, and delete your access to or any part of the Site with or without notice to you for any reason or for no reason at all, including without limitation if: (i) you breach any provision of these Terms; (ii) you infringe any intellectual property rights; or (iii) you in engage in any Prohibited Activity.  

5.2       The following Sections of theseTerms will survive termination of this agreement or discontinuation of your access to any part of the Site or the Interface: Section 8 (Disclaimer and NoWarranties), Section 9 (Indemnification), Section 10 (Limitation of Liability),Section 11 (Release), Section 14 (Dispute Resolution and Binding Arbitration),and Section 17 (Feedback).

6.       NoFiduciary Duties

6.1      These Terms are not intended to, and do not, create or impose any fiduciary duties on us. To the fullest extent permitted bylaw, 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.

7.       NoProfessional Advice

7.1      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 the Site or the Site. You should seek independent advice from professional advisers before making any decisions involving your use of the Site.

8.       Disclaimersand No Warranties.

8.1       YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE SITE IS ATYOUR 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 MAKENO 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 Interface will be accurate, reliable, complete, or current; or that the SITE will be free from errors, defects, viruses, or other harmful elements.

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

8.3       WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USEOF 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.

8.4       WEARE 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 (ORNO 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.

9.       Indemnification.

9.1      To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless the Grants Trust and our subsidiaries and affiliates, and each of our respective officers, directors, agents, partners and employees(individually and collectively, the “Grants Trust 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 Grants Trust of any third-party Claims, cooperate with the GrantsTrust 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 Grants Trust Parties will have control of the defense or settlement, at the Grants Trust Parties’ sole option, of any third-partyClaims.

10.    Limitation of Liability.

10.1    To the fullest extent permitted by applicable law, the Grants Trust and the other GrantsTrust 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 Grants Trust or the other GrantsTrust Parties have been advised of the possibility of such damages.

10.2    The total liability of the Grants Trust and the other Grants Trust 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.

10.3    The limitations set forth in this Section 10 will not limit or exclude liability for the gross negligence, fraud or intentional misconduct of Grants Trust or the other Grants Trust 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.

11.    Release.

11.1    To the fullest extent permitted by applicable law, you release Grants Trust and the other Grants Trust 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 underCalifornia 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.”

12.    Changes to these Terms.

12.1    We may update, amend, alter, or modify these Terms in the future. You agree that theGrants Trust 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 give you an opportunity 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.

13.    Changes to the Site.

13.1   We may update, amend, alter, change, or stop theSite, or any part of the Site, from time to time without prior notice to you.

13.2   We do not have any maintenance, update, or support obligations with respect to the Site. You agree that our updates to the Site may change the requirements necessary to use the Site, and you agree that in such an event you are responsible for any necessary actions, including but not limited to updating software or hardware to access and use the Site.

13.3   We are not responsible for any loss or harm related to your inability to access or use the Site.

14.    Dispute Resolution and Binding Arbitration.

14.1    Please read the following section carefully because it requires you to arbitrate certain disputes and claims with us and limits the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. No class or representative actions or arbitrations are allowed under this arbitration provision. In addition, arbitration precludes you from suing in court or having a jury trial.

14.2    No Representative Actions. You agree that any dispute arising out of or related to these Terms or our Services is personal to you and the Grants Trust and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.

14.3    Arbitration of Disputes. Any dispute, controversy or claim arising out of or relating to this Agreement, including the formation, interpretation, breach or termination thereof, including whether the claims asserted are arbitrable, will be referred to and finally determined by arbitration in accordance with the JAMS International Arbitration Rules. The tribunal will consist of a sole arbitrator. The seat of the arbitration will be Singapore. The language to be used in the arbitral proceedings will be English. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. The prevailing party in any arbitration shall be entitled to recover costs and attorneys’ fees. Any notice shall be given in writing by electronic mail or posting to the Grants Trust’s online coordination systems and addressed to the party to be notified at the e-mail address or applicable username as the party may designate by 10 days’ advance written notice to the other party.

15.    Governing Law and Venue.

15.1   This Agreement shall be governed by and construed in accordance with the laws of Guernsey without regard to the conflicts of law provisions thereof.

16.    Severability.

16.1    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.

17.    Feedback.

17.1    You may voluntarily post, submit or otherwise communicate to us, including through third party channels, any questions, comments, suggestions, ideas, original or creative materials or other information about the Site (collectively, “Feedback”).By posting or submitting any Feedback to us, you hereby irrevocably grant to theGrants Trust 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 that the Grants Trust may treat Feedback as nonconfidential.

18.    Miscellaneous.

The failure of the Grants Trust 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.