Terms of Service

DEBRIDGE FOUNDATION TERMS OF USE

Last Updated: June 30, 2024

PLEASE READ THESE TERMS OF USE CAREFULLY, AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND REMEDIES.

These Terms of Use (these "Terms") are entered into by and between deBridge Foundation (the "Foundation") and you, and are made effective as of the date of your use of the website at debridge.foundation (the "Website"). These Terms set forth the general terms and conditions of your use of the Website or any other features, technologies or functionalities offered by us through the Website (the "Services"). Additional Terms and Conditions, Service Terms, policies or rules (the "Service Terms") may be published on the Website, which would govern the terms of the provision of certain specific services (including without limitation the "deBridge" protocol, $DBR token or certain community programs) provided via the Website, which additional terms shall be in addition to (and not in lieu of) these Terms. In the event of a conflict between the provisions of the Service Terms and the provisions of these Terms, the provisions of the applicable Service Terms shall control.

The terms "we", "us" or "our" shall refer to the Foundation. The terms "you", "your", "User" or "customer" shall refer to any individual or entity who has accepted these Terms and/or uses the Website or Services thereon.

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE WEBSITE. THESE TERMS GOVERN YOUR USE OF THE WEBSITE; WE ARE ONLY WILLING TO MAKE THE WEBSITE AVAILABLE TO YOU IF YOU ACCEPT ALL OF THESE TERMS. BY USING THE WEBSITE, OR ANY PART OF THEM, OR BY CLICKING "I ACCEPT" BELOW OR INDICATING YOUR ACCEPTANCE IN AN ADJOINING BOX, YOU ARE CONFIRMING THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY ALL OF THESE TERMS. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO ACCEPT THESE TERMS ON THAT ENTITY’S BEHALF, IN WHICH CASE "YOU" WILL MEAN THAT ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT ACCEPT ALL OF THESE TERMS, THEN WE ARE UNWILLING TO MAKE THE WEBSITE AVAILABLE TO YOU. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE WEBSITE.

Supplemental terms and conditions or documents that may be posted on the Website from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes to the Terms from time to time. We will alert you of any changes by updating the "Last Updated" date of these Terms, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms to stay informed of updates. 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 Website after the date such revised Terms are posted. Nothing in these Terms shall be deemed to confer any third-party rights or benefits.

SECTION 10 CONTAINS AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER. BY AGREEING TO THESE TERMS, YOU AGREE (A) TO RESOLVE ALL DISPUTES (WITH LIMITED EXCEPTION) RELATED TO THE FOUNDATION’S SERVICES AND/OR PRODUCTS THROUGH BINDING INDIVIDUAL ARBITRATION, WHICH MEANS THAT YOU WAIVE ANY RIGHT TO HAVE THOSE DISPUTES DECIDED BY A JUDGE OR JURY, AND (B) TO WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS, OR REPRESENTATIVE ACTIONS, AS SET FORTH BELOW. YOU HAVE THE RIGHT TO OPT-OUT OF THE ARBITRATION CLAUSE AND THE CLASS ACTION WAIVER AS EXPLAINED IN SECTION 10.

1. Eligibility

1.1. You must be 18 years of age or older and not be a Prohibited Person to use the Services. A "Prohibited Person" is any person or entity that is (a) listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List, (b) located or organized in any U.S. embargoed countries or any country that has been designated by the U.S. Government as a "terrorist supporting", or (c) owned or controlled by such persons or entities listed in (a)-(b). You acknowledge and agree that you are solely responsible for complying with all applicable laws of the jurisdiction you are located or accessing the Services from in connection with your use of the Services.

1.2. By using the Services, you represent and warrant that you meet these requirements and will not be using the Services for any illegal activity or to engage in the prohibited activities as set out herein.

2. Rights Granted and exclusions

2.1. We hereby permit you to use the Services for your internal use only, provided that you comply with these Terms in connection with all such use. If any software, content or other materials owned or controlled by us are distributed to you as part of your use of the Services, we hereby grant you a personal, non-assignable, non-sublicensable, non-transferrable, and non-exclusive right and license to download, access and display such software, content and materials provided to you as part of the Services, in each case for the sole purpose of enabling you to use the Services as permitted by these Terms. Your access and use of the Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Service or other actions that Foundation, in its sole discretion, may elect to take.

2.2. You will not copy or distribute in any medium any part of the Website or the Services, except where expressly authorised by the Foundation. You will not modify or alter any part of the Website or the Services, or any of its related technologies.

2.3. You may not do any of the following in connection with your use of the Services, unless applicable laws or regulations prohibit these restrictions or you have our written permission to do so:

(a) download, modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any information contained on, or obtained from or through, the Services, except for temporary files that are automatically cached by your web browser for display purposes, or as otherwise expressly permitted in these Terms;

(b) use, reproduce or remove any copyright, trademark, service mark, trade name, slogan, logo, image, or other proprietary notation displayed on or through the Services;

(c) access or use the Services in any manner that could disable, overburden, damage, disrupt or impair the Services or interfere with any other party’s access to or use of the Services or use any device, software or routine that causes the same;

(d) introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful into our systems;

(e) submit, transmit, display, perform, post or store any content that is inaccurate, unlawful, or otherwise objectionable;

(f) violate any applicable law or regulation in connection with your access to or use of the Services; or

(g) access or use the Services in any way not expressly permitted by these Terms.

2.4. The "debridge" protocol is a cross-chain interoperability blockchain infrastructure (the "Protocol"). Notwithstanding any of the foregoing, the Protocol and any underlying smart contracts are expressly not part of the Services provided by the Foundation hereunder. Certain elements of the Protocol is made available under an open-source license by separate legal entities, and these Terms do not override or supersede the terms of that relationship or those licenses.

3. Ownership

3.1. You acknowledge and agree that save as otherwise indicated in writing, the Foundation (or, as applicable, its licensor(s)) owns all legal right, title and interest in and all intellectual property and all elements of the Website and the Protocol, or any underlying websites in connection with the distribution and/or usage of the Website and the Protocol, including, without limitation all art, designs, systems, methods, information, computer code, software, services, website design, "look and feel", organisation, compilation of the content, code, data and database, functionality, audio, video, text, photograph, graphics, and all other elements of the same (collectively, the "Content"). You acknowledge that the Content are protected by copyright, trade dress, patent, and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. All Content are the copyrighted property of the Foundation (or, as applicable, its licensor(s), and all trademarks, service marks, and trade names associated with the Website and the Protocol are proprietary to the Foundation or its licensor(s). Your usage of the Website and/or the Protocol does not grant you ownership of or any other rights with respect to the aforesaid Content. The Foundation reserves all rights in and to the Content that are not expressly granted to you in these Terms. In particular, you understand and agree that: (i) your usage of the Website and/or the Protocol does not give you any rights or licenses in or to the Content (including, without limitation, the Foundation's copyright in and to the associated art) other than those expressly contained in these Terms; (ii) you do not have the right, except as otherwise set forth in these Terms, to reproduce, distribute, or otherwise commercialise any elements of the Content (including, without limitation, any art) without the Foundation's prior written consent in each case, which consent may be withheld at the Foundation's sole and absolute discretion; (iii) you will not apply for, register, or otherwise use or attempt to use the Website's or the Protocol's trademarks or service marks, or any confusingly similar marks, anywhere in the world without the Foundation's prior written consent in each case, which consent may be withheld at the Foundation's and absolute discretion; and (iv) the Website and the Protocol may potentially include intellectual property elements provided by third parties that are subject to separate ownership and/or license terms, in which case those terms will govern such intellectual property rights.

3.2. We welcome feedback, bug reports, comments and suggestions for improvements to the Services ("Feedback"). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Services or in any such Feedback. All Feedback becomes the sole and exclusive property of the Foundation, and the Foundation may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to the Foundation any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.

4. Third Party Content

4.1. The Services may display, include or make available services, content, data, information, applications or materials from third parties or provide links to certain third party websites (collectively "Third-Party Content").

4.2. Third-Party Content and links to other websites are provided solely as a convenience to you. The Foundation does not endorse any Third-Party Content. You agree that your access and use of such Third-Party Content is governed solely by the terms and conditions of such Third-Party Content, as applicable. The Foundation is not responsible or liable for, and makes no representations as to any aspect of such Third-Party Content, including, without limitation, their content or the manner in which they handle, protect, manage or process data or any interaction between you and the provider of such Third-Party Content.

4.3. The Foundation is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third-Party Content or websites.

4.4. You irrevocably waive any claim against the Foundation with respect to such Third-Party Content. We are not liable for any damage or loss caused or alleged to be caused by or in connection with your enablement, access or use of any such Third-Party Content, or your reliance on the privacy practices, data security processes or other policies of such Third-Party Content.

5. Privacy Policy

During the course of your usage of this Site or the Services, the Company may collect and/or process personal data about you. The Privacy Policy available at https://docs.debridge.foundation/legal/privacy-policy is hereby incorporated by reference and applicable to your usage of this Site and the Services.

6. Suspension; Termination

6.1. If you breach any of the provisions of these Terms, all licenses granted by the Foundation will terminate automatically. Additionally, the Foundation may, in its sole discretion, suspend or terminate your access to or use of any of the Services, with or without notice, for any or no reason, including, without limitation where you provide any incomplete, incorrect or false information to us, or if we determine such action is necessary to comply with these Terms, any of our policies, procedures or practices, or any law rule or regulation.

6.2. All sections which by their nature should survive the termination of these Terms, or where expressly indicated in such section, shall continue in full force and effect subsequent to and notwithstanding any termination of this Agreement by the Foundation or you. Termination will not limit any of the Foundation’s other rights or remedies at law or in equity.

7. Assumption of Risks.

IF YOU DECIDE TO UTILISE THE WEBSITE OR THE SERVICES YOU EXPRESSLY ACKNOWLEDGE, ACCEPT AND ASSUME THE BELOW RISKS AND AGREE NOT TO HOLD THE FOUNDATION OR ANY OF THEIR RELATED PARTIES RESPONSIBLE FOR THE FOLLOWING RISKS:

7.1. By using the Services, you represent that you have sufficient knowledge and experience in business and financial matters, including a sufficient understanding of blockchain technologies, cryptocurrencies and other digital assets, storage mechanisms, and blockchain-based software systems to be able to assess and evaluate the risks and benefits of the Services contemplated hereunder, and will bear the risks thereof, including loss of all amounts paid, and the risk that the cryptocurrencies and other digital assets may have little or no value. You acknowledge and agree that there are risks associated with purchasing and holding cryptocurrency and using blockchain technology. These include, but are not limited to, risk of losing access to cryptocurrency due to slashing, loss of private key(s), custodial error or purchaser error, risk of mining or blockchain attacks, risk of hacking and security weaknesses, risk of unfavorable regulatory intervention in one or more jurisdictions, risk related to token taxation, risk of personal information disclosure, risk of uninsured losses, volatility risks, and unanticipated risks.

7.2. The regulatory status of the Services and distributed ledger technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory agencies may apply existing regulation with respect to the Services. It is likewise difficult to predict how or whether legislatures or regulatory agencies may implement changes to law and regulation affecting distributed ledger technology generally. Regulatory actions could negatively impact the Website and the Services in various ways.

7.3. Smart contracts execute automatically when certain conditions are met. We do not have the ability to reverse a transaction that is recorded on a public blockchain. You are responsible for ensuring that any details entered you enter in connection with a transaction using any smart contracts are accurate and complete. Further, since smart contracts typically cannot be stopped or reversed, vulnerabilities in their programming and design or other vulnerabilities that may arise due to hacking or other security incidents can have adverse effects to digital assets, including but not limited to significant volatility and risk of loss.

7.4. You acknowledge that there are inherent risks associated with using or interacting with public blockchains and blockchain technology. There is no guarantee that such technology will be unavailable or subject to errors, hacking or other security risks. Underlying blockchain protocols may also be subject to sudden changes in operating rules, including forks, and it is your responsibility to make yourself aware of upcoming operating changes.

7.5. While the software underlying the Services has been tested, the software used is still relatively new and could have bugs or security vulnerabilities. Further, the software is still under development and may undergo significant changes over time that may not meet users’ expectations.

8. Disclaimers

8.1. Your access to and use of the Services and the Protocol is entirely at your own risk. You understand and agree that the Services are provided to you on an "AS IS" and "AS AVAILABLE" basis. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE FOUNDATION, ITS PARENTS, AFFILIATES, RELATED COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS AND LICENSORS (THE "FOUNDATION PARTIES") DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES RELATING TO TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, USAGE, QUALITY, PERFORMANCE, SUITABILITY OR FITNESS OF THE SERVICES AND THE PROTOCOL FOR ANY PARTICULAR PURPOSE, OR AS TO THE ACCURACY, QUALITY, SEQUENCE, RELIABILITY, WORKMANSHIP OR TECHNICAL CODING THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN WHETHER LATENT OR PATENT.

8.2. Nothing contained in the Services constitutes, or is meant to constitute, financial, legal or other professional advice of any kind. If you require advice in relation to any financial, legal or other professional matter you should consult an appropriate professional. No advice or information, whether oral or written, obtained from the Foundation Parties or through the Services, will create any warranty or representation not expressly made herein.

8.3. In particular, the Foundation Parties make no warranty or representation and disclaim all responsibility and liability for any theft, hacking, cyber attack, or other form of loss caused by third party conduct.

8.4. We do not control any activity or data on the Protocol itself, nor do we take possession, custody, or control over any digital assets on the Protocol. You acknowledge and agree that we make no representations and warranties with respect to the Protocol. While we attempt to be as accurate as we can in our documentation, we do not warrant that the documentation is accurate, complete, reliable, current, or error-free.

9. Limitations of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE FOUNDATION PARTIES BE LIABLE (A) FOR DAMAGES OF ANY KIND, INCLUDING INDIRECT SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE FOUNDATION PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE DELIVERY, USE OR PERFORMANCE OF THE SERVICES. THE FOUNDATION PARTIES’ TOTAL LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100.00), OR THE AMOUNT YOU PAID THE FOUNDATION PARTIES, IF ANY, IN THE PAST SIX (6) MONTHS FOR THE SERVICES (OR OFFERINGS PURCHASED ON THE SERVICES) GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

10. Indemnity

10.1. By entering into these Terms and accessing or using the Services, you agree that you shall defend, indemnify and hold the Foundation Parties harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) incurred by the Foundation Parties arising out of or in connection with: (a) your violation or breach of any term of these Terms or any applicable law or regulation; (b) your violation of any rights of any third party; (c) your misuse of the Services; or (d) your negligence or wilful misconduct.

10.2. If you are obligated to indemnify any Foundation Party hereunder, then you agree that Foundation (or, at its discretion, the applicable Foundation Party) will have the right, in its sole discretion, to control any action or proceeding and to determine whether Foundation wishes to settle, and if so, on what terms, and you agree to fully cooperate with Foundation in the defense or settlement of such claim.

11. GOVERNING LAW, ARBITRATION AND CLASS ACTION WAIVER

11.1. These Terms are governed by the laws of the Cayman Islands, without regard to conflict of law rules or principles (whether of the Cayman Islands or any other jurisdiction) that would cause the application of the laws of any other jurisdiction.

11.2. Any dispute, controversy, or claim (collectively, "Dispute") arising out of or in connection with this Agreement or any of the transactions contemplated in connection with the same (including without limitation the enforceability of this Section 10 or any question regarding its existence, validity or termination) shall first be submitted to mediation by a mutually agreed-upon mediator. Any costs and fees (other than legal representation fees) associated with the mediation shall be shared equally between the parties. The mediation procedure is a condition precedent which must be satisfied before initiating any arbitration against the other party.

11.3. After the mediation process, any remaining Dispute will be settled by final and binding arbitration administered by the Cayman International Mediation and Arbitration Centre (CI-MAC) in accordance with the CI-MAC Rules for the time being in force. The seat of the arbitration shall be the Cayman Islands. The Tribunal shall consist of 1 arbitrator, appointed by the Foundation. The language of the arbitration shall be English.

11.4. You hereby waive all rights to participate in any class action lawsuit or class wide arbitration against the Foundation or its members, directors, officers or stakeholders. Any arbitration under these Terms will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to these Terms, you and the Foundation are each waiving the right to trial by jury or to participate in a class action or class arbitration.

12. Additional Provisions

12.1. You and the Foundation acknowledge and agree that the Foundation Parties (other than the Foundation) are third party beneficiaries of these Terms.

12.2. We will not be liable or responsible to you, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any of our obligations under these Terms or in providing the Services, when and to the extent such failure or delay is caused by or results from any events beyond our ability to control, including acts of God; flood, fire, earthquake, epidemics, pandemics, tsunami, explosion, war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, government order, law, or action, embargoes or blockades, strikes, labor stoppages or slowdowns or other industrial disturbances, shortage of adequate or suitable Internet connectivity, telecommunication breakdown or shortage of adequate power or electricity, and other similar events beyond our control.

12.3. If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

12.4. These Terms and the licenses granted hereunder may be assigned by the Foundation but may not be assigned by you without the prior express written consent of the Foundation.

12.5. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.

12.6. The section headings used herein are for reference only and shall not be read to have any legal effect.

12.7. You may contact us regarding the Services or these Terms by e-mail at [email protected].