Terms of Use
Please read carefully.
TL;DR: You agree to these terms if you use any of our crypto products.
Our greetings and welcome to TokenDAO, a decentralized autonomous organization (DAO) for the management of smart contracts. TokenDAO builds structured crypto products (Products) using open-source Set Protocol smart contracts, a platform to create, manage, and obtain baskets of tokenized assets. These Terms of Use, including the Set Protocol's Terms of Service, and any terms and conditions incorporated herein by reference (collectively, the “Terms”) govern your use of our Products. You must read the Terms carefully.
To make these Terms easier to read:
TokenDAO is referred to as, “we”, “us” or “our”.
“You”, “your” and “user(s)” refers to anybody who accesses or uses, in any way, our Products. If you are accessing or using our Products on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms and, in that case, “you”, “your” or “user(s)” will refer to that entity.
By accessing, or otherwise using our Products, or by acknowledging agreement to the Terms on our Products, you agree that you have read, understood, and accepted all the Terms, including Set Protocol's Terms of Service, which is incorporated by reference into the Terms. TokenDAO is an independent decentralized autonomous organization, not affiliated with, and is separate from, Set Labs Inc, the developers of the Set Protocol.
Eligibility
TL;DR: if you use our Products, you state that you (a) are at least 18; (b) don’t break any laws of your jurisdiction by using our Products.
General. You may not use our Products if you are otherwise barred from using our Products under applicable law.
Legality. You are solely responsible for adhering to all laws and regulations applicable to you and your use or access to our Products. Our Products are intended to contain cryptocurrency tokens which are not considered securities by U.S. securities laws.
Compliance Obligations
TL;DR: You expressly agree that you assume all risks in connection with your access to and use of our Products. Additionally, you 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 access to and use of our Products.
Our Products may not be available or appropriate for use in all jurisdictions. By accessing or using our Products, you agree that you are solely and entirely responsible for compliance with all laws and regulations that may apply to you. You further agree that we have no obligation to inform you of any potential liabilities or violations of law or regulation that may arise in connection with your access and use of our Products and that we are not liable in any respect for any failure by you to comply with any applicable laws or regulations.
Your Use of Products
TL;DR: We do not control your interactions or can stop an interaction or attempt to reverse an interaction after it occurred. You’re ultimately responsible for any interactions as relevant to our Products. Please review, obtain, or otherwise seek additional information or support before interactions with virtual currency.
By using or accessing our Products, you represent and warrant that you understand that there are inherent risks associated with virtual currency, and the underlying technologies including, without limitation, cryptography and blockchain, and you agree that TokenDAO is not responsible for any losses or damages associated with these risks. You specifically acknowledge and agree that use of our Products is an interaction with decentralized networks and technology and, as such, we have no control over any blockchain or virtual currencies and cannot and do not ensure that any of your interactions will be confirmed on the relevant blockchain and do not have the ability to effectuate any cancellation or modification requests regarding any of your interactions.
Without limiting the foregoing, you specifically understand and hereby represent your acknowledgement of the following:
TokenDAO and our Products do not own or control any of the underlying software through which blockchain networks are formed, and therefore is not responsible for them and their operation.
You are solely responsible for reporting and paying any taxes applicable to your use of our Products.
Although it is intended to provide accurate and timely information on our Products, any price quotes or relevant tools from any website may not always be entirely accurate, complete, or current and may also include technical inaccuracies or typographical errors. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on our website or relevant tools are your sole responsibility.
You agree that you will not use our Products in a manner that:
Breaches the Terms.
Infringes on or violates any copyright, trademark, service mark, patent, right of publicity, right of privacy, or other proprietary or intellectual property rights under the law.
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.
Attempts, in any manner, to obtain the private key, password, account, or other security information from any other user, including such information about the digital wallet.
Decompiles, reverse engineers, or otherwise attempt to obtain the source code or underlying ideas or information of or relating to our Products.
Seeks to defraud us or any other person or entity, including, but not limited to, providing any false, inaccurate, or misleading information to unlawfully obtain the property of another.
Violates any applicable law, rule, or regulation concerning the integrity of trading markets, including, but not limited to, the manipulative tactics commonly known as spoofing and wash trading.
Transmits, exchanges, or is otherwise supported by the direct or indirect proceeds of criminal or fraudulent activity.
Contributes to or facilitates any of the foregoing activities.
As it has been already stated, we only provide you with the relevant Products and software and neither has control over your interactions with the blockchain nor encourages you to perform any. Any interaction performed by you via our Products remains your sole responsibility.
All information provided in connection with your access and use of our Products are 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 on our website or any other information that we make available at any time, including, without limitation, blog posts, articles, links to third-party content, news feeds, tutorials, tweets, and videos. Before you make any financial, legal, or other decisions involving our Products, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate.
The 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. You further agree that the only duties and obligations that we owe you are those set forth expressly in the Terms.
Disclaimers
TL;DR: This is very important (like, bold important) so please read the whole section carefully for specifics. It explains that we don’t make any warranties about our Products.
You understand and agree that the decentralized and autonomous protocol and environment, and associated decentralized networks, are not controlled by the TokenDAO. We do not have access to your private key and cannot initiate an interaction with your virtual currency or otherwise access your virtual currency. We are not responsible for any activities that you engage in when using your wallet, or our Products. We can trade cryptocurrencies held within our Products according to the rules established by the Set Protocol smart contract code we use to develop our products. These trades are reflected in all currently issued Products, i.e. TokenDAO Set tokens.
TL;DR: the information displayed through our website and information about prices, liquidity, staking or other are provided by third parties and/or calculated for informational purposes and we do not provide any warranties such information.
TokenDAO cannot and does not represent or guarantee that any of the information available through our website, or any other website, is accurate, reliable, current, complete, or appropriate for your needs. The information displayed through our website and information about prices, liquidity, staking or other is provided by third parties and/or calculated for informational purposes. Your use of any third-party scripts, indicators, ideas, and other content is at your sole risk.
TL;DR: we provide no representations or warranty as to our Products.
You expressly understand and agree that your use of our Products is at your sole risk. We make and expressly disclaim all representations and warranties, express, implied, or statutory, and with respect to our Products and the code proprietary or open source, we specifically do not represent and warrant and expressly disclaim any representation or warranty, express, implied, or statutory, including without limitation, any representations or warranties of title, non-infringement, merchantability, usage, security, suitability, or fitness for any particular purpose, or as to the workmanship or technical coding thereof, or the absence of any defects therein, whether latent or patent. We do not represent or warrant that our Products, code, and any related information are accurate, complete, reliable, current, or error-free. Our Products are provided on an “as is” and “as available” basis, without warranties of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose or non-infringement. You acknowledge that no advice, information, or statement that we make should be treated as creating any warranty concerning our Products. We do not endorse, guarantee, or assume responsibility for any advertisements, offers, or statements made by third parties concerning our Products.
TL;DR: we are not responsible for transferring, safeguarding, or maintaining your private keys.
You acknowledge that TokenDAO is not responsible for transferring, safeguarding, or maintaining your private keys or any virtual currency associated therewith. If you lose, mishandle or have stolen associated virtual currency private keys, you acknowledge that you may not be able to recover associated virtual currency and that TokenDAO is not responsible for such loss. You acknowledge that TokenDAO is not responsible for any loss, damage or liability arising from your failure to comply with the terms hereunder.
TL;DR: blockchain protocols are code subject to flaws and we do not provide any warranties on the security of such protocols.
By accessing and using our Products, you represent that you understand (a) our Products utilize cryptocurrency and smart contracts, the use of which has many inherent risks, and (b) the cryptographic and blockchain-based systems have inherent risks to which you are exposed when using our Products. You further represent that you have a working knowledge of the usage and intricacies of blockchain-based digital assets, including, without limitation, ERC-20 token standard available on the Ethereum blockchain and all other available layer 2 solutions for Ethereum or other blockchains. You further understand that the markets for these blockchain-based digital assets are highly volatile due to factors that include, but are not limited to, adoption, speculation, technology, security, and regulation. You acknowledge that the cost and speed of transacting with blockchain-based systems, such as Ethereum, are variable and may increase or decrease, respectively, drastically at any time. You hereby acknowledge and agree that we are not responsible for any of these variables or risks associated with the Protocol and cannot be held liable for any resulting losses that you experience while accessing or using our Products. Accordingly, you understand and agree to assume full responsibility for all of the risks of accessing and using our Products to interact with the Protocol.
TL;DR: third-party resources and promotions.
Our Products 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 our Products. We do not endorse or assume any responsibility for any such resources or promotions. If you access any such resources or participate in any such promotions, you do so at your own risk, and you understand that the Terms do 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.
Privacy Policy
We do not collect, store, or use any data whatsoever on our users. Set Labs, however, may collect information such as:
Ethereum Address (Public Key or ENS domain) Identity information such as your first name, last name and IP address
Contact information such as your email address
Profile information such as your website, social media information, interests, preferences, feedback and survey responses
Feedback and correspondence such as information you provide in your responses to surveys, when you participate in market research activities, report a problem with
Service, receive customer support or otherwise correspond with Set Labs
Marketing information such your preferences for receiving marketing communications and details about how you engage with them.
Please refer to Set Labs' Privacy Policy as it applies to this Terms of Use.
Intellectual Proprietary Rights
TL;DR: our content is ours.
We own all intellectual property and other rights in our Products 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 our Products or any of its contents. Accessing or using our Products do not constitute a grant to you of any proprietary intellectual property or other rights in our Products or its contents.
You will retain ownership of all intellectual property and other rights in any information and materials you submit to us. However, by uploading or sending to us such information or materials, you grant us a worldwide, royalty-free, irrevocable license to use, copy, distribute, publish and send this data in any manner in accordance with applicable laws and regulations.
You may choose to submit comments, bug reports, ideas, or other feedback about our Products, including, without limitation, about how to improve our Products (collectively, “Feedback”). By submitting any Feedback, you agree that we are free to use such Feedback at our discretion and without additional compensation to you, and to disclose such Feedback to third parties (whether on a non- confidential basis or otherwise). If necessary, under applicable law, then you hereby grant us a perpetual, irrevocable, non-exclusive, transferable, worldwide license under all rights necessary for us to incorporate and use your Feedback for any purpose.
Use of our Products for any purpose not expressly permitted by the Terms is strictly prohibited. Our Products, the Protocol is comprised entirely of open-source software running on the public Ethereum and other blockchains or Ethereum layer 2 solutions and is not our proprietary property. The Protocol may also run on the other blockchains to which the same clause applies.
Indemnification
TL;DR: If someone sues us because of something you did, you’re responsible for it, so read the below carefully.
You agree to hold harmless, release, defend, and indemnify us and our officers, directors, employees, contractors, agents, affiliates, and subsidiaries from and against all claims, damages, obligations, losses, liabilities, costs and expenses arising from (a) your access to and use of our Products; (b) your violation of these Terms, the right of any third party, or any other applicable law, rule, or regulation; and (c) any other party’s access and use of our Products with your assistance or using any device or account that you own or control.
Limitation of Liability
TL;DR: It's really important to highlight how our liability is limited when it comes to issues you may encounter with our service. Please read the whole section carefully.
Under no circumstances shall we or any of our officers, directors, employees, contractors, agents, affiliates, or subsidiaries 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 to or use of our Products, nor will we be responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access to or use of our Products, or from any access to or use of any information obtained by any unauthorized access to or use of our Products. 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 to or use of our Products; (c) unauthorized access to 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 our Products; (e) bugs, viruses, trojan horses, or the like that may be transmitted to or through our Products; (f) errors or omissions in, or loss or damage incurred as a result of, the use of any content made available through our Products; and (g) the defamatory, offensive, or illegal conduct of any third party. 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 greater of (i) the amount you paid to us in exchange for access to and use of our Products, or (ii) $100.00. 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. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of certain liabilities and damages. Accordingly, some of the disclaimers and limitations set forth in the Terms may not apply to you. This limitation of liability shall apply to the fullest extent permitted by law.
Arbitration and Class Action Waiver
TL;DR: A third party arbitrator will help us resolve any disputes we might have. This means that any dispute will be resolved outside of class-action litigation. Hopefully, disputes will never be an issue, but you should read this section carefully for details on how it works.
Binding Arbitration. Except for disputes in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets or patents, you and the TokenDAO: (a) waive the right to have any and all disputes or claims arising from these Terms, your use or access to our Products or any other disputes with the TokenDAO (collectively, “Disputes”) resolved in a court; and (b) waive any right to a jury trial. Instead, you and the TokenDAO agree to arbitrate Disputes that are not resolved informally (as described below) through binding arbitration (i.e. the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it) instead of having the Dispute decided by a judge or jury in court).
No Class Arbitrations, Class Actions or Representative Actions. You and the TokenDAO agree that any dispute is personal to you and the TokenDAO and that any such dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. Neither party agrees to class arbitration or to an arbitration in which an individual attempt to resolve a dispute as a representative of another individual or group of individuals. Further, you and the TokenDAO agree that a dispute cannot be brought as a class, or other types of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
Process. You and the TokenDAO agree that each will notify the other, in writing, of any Dispute within thirty (30) days of when it arises so that the parties can attempt, in good faith, to resolve the Dispute informally. Notice to the TokenDAO shall be provided by sending an email to institutions@tokendao.us. Your notice must include (1) your name, postal address, and email address; (2) a description of the nature or basis of the Dispute; and (3) the specific action that you are seeking. If you and the TokenDAO cannot resolve the Dispute within thirty (30) days of the TokenDAO receiving the notice, either you or TokenDAO may, as appropriate pursuant to this Section 9, commence an arbitration proceeding. You and the TokenDAO agree that any arbitration or claim must be commenced or filed within one (1) year after the Dispute arose; otherwise, you and the TokenDAO agree that the claim is permanently barred (which means that you will no longer have the right to assert a claim regarding the Dispute).
Choice of Law. These Terms are governed by and will be construed under the laws of the Texas, without regard to principles of conflict of laws, govern the Terms and any Dispute between you and us. Any Dispute under this Terms shall be finally settled by Binding Arbitration (as defined below). Any unresolved Dispute arising out of or in connection with these Terms shall be referred to and finally resolved by arbitration under the rules of the London Court of International Arbitration (LCIA), which rules are deemed to be incorporated by reference into this Section 9 to the extent they are consistent with it. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled in London, United Kingdom, in English, in accordance with the LCIA Arbitration Rules. Unless we agree otherwise, the arbitrator may not consolidate your claims with those of any other party. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction, to the extent a court therein would be deemed to be a court of competent jurisdiction other than any court located in the United States of America. You further agree that our Products shall be deemed to be based solely in the Texas and that, although our Products may be available in other jurisdictions, its availability does not give rise to general or specific personal jurisdiction in any forum outside the Texas.
Authority of Arbitrator. As limited by these Terms and applicable arbitration rules, the arbitrator will have: (a) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute; and (b) the authority to grant any remedy that would otherwise be available in court. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
Last but not Least
Changes. We may amend any portion of these Terms at any time by posting the revised version of these Terms with an updated revision date. The changes will become effective and shall be deemed accepted by you, the first time you use or access our Products after the initial posting of the revised Terms and shall apply on a going-forward basis with respect to your use of our Products including any transactions initiated after the posting date. In the event that you do not agree with any such modification, your sole and exclusive remedy are to terminate your use of our Products.
Entire Agreement. These Terms (and any additional terms, rules and conditions of participation that may be posted on the website of TokenDAO) including the Privacy Policy constitute the entire agreement with respect to our Products and supersedes any prior agreements, oral or written.
Privacy Policy. The Privacy Policy describes the ways we collect, use, store and disclose your personal information. You agree to the collection, use, storage, and disclosure of your data in accordance with the Privacy Policy.
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.
Captions and Summaries. The captions identifying the various sections and subsections of these Terms are for reference only and do not define, modify, expand, or limit any of the provisions of these Terms and shall not affect the interpretation of these Terms. In addition, the paragraphs and text accompanying the words “TL;DR” at the beginning of certain sections are intended to summarize the applicable section of these Terms and do not define, modify, expand, or limit any of the provisions of these Terms and shall not affect the interpretation of these Terms.
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