IMPORTANT NOTICE – READ CAREFULLY
THE INTERFACE AND PROTOCOL ARE BLOCKCHAIN BASED TOOLS THAT INVOLVE SIGNIFICANT RISKS TO YOU AND YOUR DIGITAL ASSETS. THESE TERMS INCLUDE DISCLAIMERS, LIMITATIONS OF LIABILITY, AND REQUIRE THAT DISPUTES BE RESOLVED BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS. BY USING THE WEBSITE, THE INTERFACE, OR THE PROTOCOL, YOU AGREE TO THESE TERMS. IF YOU DO NOT AGREE, YOU MUST NOT USE OR ACCESS THE INTERFACE. These Terms and Conditions (the “Terms” or this “Agreement”) documented here govern your (“you”, “your, and “user(s)”) access to and use of the Interface and Website. By accessing or using the Interface, you represent and warrant that you (i) are at least the age of majority in your jurisdiction (and at least 18 years old), (ii) have the capacity to enter into a binding agreement, and (iii) are not a person or entity barred from using the Interface under any Applicable Laws or sanctions programs. These Terms apply to anyone who accesses or uses, in any way, the Interface. If you are accessing or using the Interface 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. This Agreement contains important information, including a binding arbitration provision and a class action waiver, both of which impact your rights as to how disputes are resolved. The Interface is only available to you, and should only be accessed if you agree completely with these Terms. You are expected to be familiar with the Protocol and the risks it represents (including without limitation the possibility of your crypto-assets being forfeited according to the Protocol’s rules or being lost for any other reason) before accessing it (whether accessed via the Interface or otherwise). YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OR INTERACTION WITH THE PROTOCOL IS AT YOUR OWN RISK AND THE FOUNDATION WAIVES ALL LIABILITY OR RESPONSIBILITY, AND MAKES NO WARRANTIES, RELATED TO THE PROTOCOL, WHETHER OR NOT THE PROTOCOL IS ACCESSED VIA THE INTERFACE.Modification of this Agreement
We reserve the right, in our sole discretion, to modify this Agreement from time to time. If we make any material modifications, we will notify you by updating the date at the top of this Agreement and by maintaining a current version of this Agreement. All modifications will be effective when they are posted, and your continued accessing or use of the Interface will serve as confirmation of your acceptance of those modifications. If you do not agree with any modifications to this Agreement, you must immediately stop accessing and using the Interface. 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.Interface Use
All information or content posted or displayed on the Website and 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 Website or on the Interface. The user should seek independent professional advice from an individual licensed and competent in the appropriate area before the user makes any financial, legal, or other decisions where such should be considered prudent. The user acknowledges and agrees that, to the fullest extent permissible by law, it has not relied on the Foundation, the content on the Website or the Interface for any professional advice related to the user’s financial or legal behaviors. The Foundation is not part of any transaction on the blockchain networks underlying the Neutron Protocol—we do not have possession, custody, or control over any crypto assets appearing on the Interface, and we do not have possession, custody, or control over any user’s funds. Further, we do not store, send, or receive any crypto assets. You understand that when you interact with any Neutron Protocol smart contracts, you always retain control over your crypto assets. We do not have access to your private keys. As Neutron is a decentralized protocol, the Interface should only be used by those following their local laws and regulations. It is the responsibility of the user to understand and operate within their local laws and regulations. Note that should the Neutron community or the DAO feel it necessary, the Neutron governance system can prevent an individual’s wallet address from accessing the Interface. This can occur if it is found that a user has breached the Terms outlined here or are found to be operating outside of their local laws and regulations.User Representations and Warranties
As a condition to accessing or using the Website or Interface, you represent and warrant to Neutron the following:- If you are an individual person, you are of legal age in the jurisdiction in which you reside, and you have the legal capacity to enter into these Terms and be bound by them;
- If you are an entity, then you have the legal authority to accept these Terms on that entity’s behalf, in which case you will represent that entity;
- You are not a person in a country that imposes regulatory restrictions on the usage of cryptographic assets, decentralized finance protocols, blockchain networks, or other technology similar to the Neutron;
- You are not a resident, national, or agent of any country to which the United States, the United Kingdom, or the European Union embargoes goods or imposes similar sanctions (collectively, “Restricted Territories);
- You are not subject to economic or trade sanctions administered or enforced by any governmental authority; or otherwise, you are not a member of any sanctions list or equivalent maintained by the United States government, the United Kingdom government, the European Union, or the United Nations, including without limitation the U.S. Office of Foreign Asset Control Specifically Designated Nationals and Blocked Person List (collectively, “Sanctions Lists Persons”);
- You do intend to transact with any Restricted Person or Sanctions List Person;
- You will not access the Website or the Interface by circumnavigating, by any means, any restriction we may have implemented to prohibit impermissible access to citizens and residents of, or users physically located in, any jurisdictions where use of the Interface is unlawful; and
- Your access: (a) is not prohibited by and does not otherwise violate or assist you in violating any domestic or foreign law, rule, statute, regulation, by-law, order, protocol, code, decree, letter, or another directive, requirement, guidance, or guideline, published or in force that applies to or is otherwise intended to govern or regulate any person, property, transaction, activity, event or other matter, including any rule, letter, order, judgment, directive or other requirements, guidance, or guideline issued by any domestic or foreign federal, provincial or state, municipal, local or other governmental, regulatory, judicial or administrative authority having jurisdiction over Neutron or you as otherwise duly enacted, enforceable by law, the common law or equity (collectively, “Applicable Laws”); or (b) does not contribute to or facilitate any illegal activity.
User Acknowledgments and Agreements
As a condition to accessing or using the Website or the Interface, you acknowledge, understand, and agree to the following:- From time to time, the Website or the Interface may be inaccessible or inoperable for any reason, including, but not limited to: (a) equipment malfunctions; (b) periodic maintenance procedures or repairs that Neutron or any of its suppliers or contractors may undertake from time to time; (c) causes beyond Neutron’s control or that Neutron could not reasonably foresee; (d) disruptions and temporary or permanent unavailability of underlying blockchain infrastructure; or (e) unavailability of third-party service providers or external partners for any reason;
- We reserve the right to disable or modify access to the Website, following due governance processes, at any time in the event of any breach of these Terms, including, without limitation, if we reasonably believe any of your representations and warranties may be untrue or inaccurate, and we will not be liable to you for any losses or damages you may suffer as a result of or in connection with the Website or the Interface being inaccessible to you at any time or for any reason;
- The Interface may evolve, which means third parties may apply changes, replace, or discontinue (temporarily or permanently) access to the Website or the Interface at any time following due governance processes;
- Although it is intended to provide accurate and timely information on the Interface, the Interface or relevant tools may not always be entirely accurate, complete, or current and may also include technical inaccuracies or typographical errors. Accordingly, it is your sole responsibility to verify all information before relying on it, and all decisions you may make based on information contained on the Interface or relevant tools are made at your own risk.
- Neutron does not act as an agent, broker, or advisor for you;
- You are solely responsible for your use of the Interface, including all of your transfers of digital assets;
- To the fullest not prohibited by Applicable Law, 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, you hereby irrevocably disclaim, waive, and eliminate those duties and liabilities;
- We have no control over, or liability for, the delivery, quality, safety, legality, or any other aspect of any digital assets that you may transfer to or from a third party, and we are not responsible for ensuring that an entity with whom you transact completes the transaction or is authorized to do so. If you experience a problem with any transactions in digital assets using the Website or the Interface, you bear the entire risk.
- The Interface is distinct from the Protocol and is one, but not the exclusive, means of accessing the Protocol. By using the Interface, you understand that you are not buying or selling digital assets from Neutron or the Foundation and that Neutron does not operate any liquidity pools or apps on the Protocol.
- To access the Interface, you must use non-custodial digital asset wallet software, which allows you to interact with public blockchains. Your relationship with that non-custodial wallet provider is governed by the applicable Terms and Conditions of that third party, not this Agreement. Wallets are not operated by, maintained by, or affiliated with us, and we do not have custody or control over the contents of your wallet and have no ability to retrieve or transfer its contents. By connecting your wallet to our Interface, you agree to be bound by this Agreement and all of the terms incorporated herein by reference. It is a condition of the user’s use of the Interface that the user only operates such digital asset wallets with a private key(s) that the user created or has the direct, explicit permission of the party who created the relevant private key(s). Additionally, the user should use particular caution when accessing the Interface from a public or shared computer so that others are not able to view or record the User’s public key, password, private key, or other personal information. In the event the User’s digital asset wallet credentials are compromised, the user acknowledges and understands that all of its related digital assets may be compromised as well, and waives any and all responsibility of and liability against Neutron related to any losses in any such event.
- We reserve the right to disable access to the Interface at any time in the event of any breach of the Terms, including without limitation, if we, through the Neutron DAO’s due governance processes (e.g., by voting on a DAO proposal), believe that you, at any time, fail to satisfy the eligibility requirements set forth in the Terms. Further, we reserve the right to limit or restrict access to the Interface by any person or entity, or within any geographic area or legal jurisdiction, at any time via due governance processes. We will not be liable to you for any losses or damages you may suffer as a result of or in connection with the Interface being inaccessible to you at any time or for any reason.
Prohibited Use
Prohibited use includes using the Interface 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;
- Uploading or transmitting viruses, worms, Trojan horses, time bombs, cancelbots, spiders, malware, or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Website or the Interface;
- Attempts, in any manner, to obtain the private key, password, account, or other security information from any other user, including such information about such users’ digital asset wallet(s);
- Promotes or facilitates illegal activities, including but not limited to money laundering, terrorist financing, tax evasion, buying or selling illegal drugs, contraband, counterfeit goods, or illegal weapons;
- Seeks to defraud us or any other person or entity, including, but not limited to, providing any false, inaccurate, or misleading information in order to unlawfully obtain the property of another;
- Engage in improper or abusive trading practices, including but not limited to (a) any fraudulent act or scheme to defraud, deceive, trick, or mislead; (b) trading ahead of another user of the Website or the Interface or front-running; (c) fraudulent trading; (d) accommodation trading; (e) fictitious transactions; (f) pre-arranged or non-competitive transactions; or (g) cornering;
- Transmits, exchanges, or is otherwise supported by the direct or indirect proceeds of criminal or fraudulent activity;
- Harasses, abuses, or harms another person or entity, including Neutron’s collaborators and service providers;
- Use the Website or Interface in any way that is, in our sole discretion, libelous, defamatory, profane, obscene, pornographic, sexually explicit, indecent, lewd, vulgar, suggestive, harassing, stalking, hateful, threatening, offensive, discriminatory, bigoted, abusive, inflammatory, fraudulent, deceptive, or otherwise objectionable or likely or intended to incite, threaten, facilitate, promote, or encourage hate, racial intolerance, or violent acts against others;
- Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful to the Website, the Interface, the Services, the Users, any underlying blockchain, or any of the Services’ related utilities or functionalities.
- Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website or the Interface, the server on which the either is stored, or any server, computer, or database connected to the Website or the Interface, including any underlying blockchain;
- To impersonate or attempt to impersonate Neutron, anyone affiliated with Neutron, another user, or any other person or entity (including, without limitation, by using email addresses, screen names, similarly named or commonly misspelled URLs, or associated blockchain identities).
- Contributes to or facilitates any of the foregoing activities.
Monitoring, Enforcement and Termination
We have the right to:- Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website, the Interface, or the Services.
- Terminate, prevent, or suspend your access to all or part of the Website, the Interface, or the Services for any or no reason, including without limitation, any violation of these Terms and Conditions.
- 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 posting any materials on or through the Website, the Interface, or the Services.