Terms of Service

Definitions and Interpretation

In these Terms, unless the context otherwise requires, capitalised terms shall have the meanings ascribed to them below, and the rules of interpretation set out in clause 1.2 shall apply.

1. The following definitions apply throughout these Terms:
   1. ‘Applicable Law’ means any statute, regulation, by-law, ordinance, treaty, directive, order, rule, judgment or binding requirement of any governmental, regulatory or supervisory authority having jurisdiction over the matter in question.
   2. ‘Content’ means all text, graphics, logos, images, audiovisual material, data, software, source and object code, layout and design elements and any other material made available on or through the Services, in each case whether owned by us or licensed to us by a third party.
   3. ‘Digital Assets’ means cryptographic tokens, coins, stablecoins and other blockchain-based assets capable of being transferred, recorded or settled on a Distributed Ledger.
   4. ‘Distributed Ledger’ means a blockchain or other distributed, cryptographically secured ledger maintained by a decentralised network of participants and not controlled by us.
   5. ‘Donation’ means a voluntary transfer of Digital Assets initiated by you through a Third-Party Platform linked from the Services for the support of a public-good initiative.
   6. ‘Third-Party Platform’ means any website, protocol, smart contract, application, donation processor or other service operated by a person other than us, including without limitation Giveth, to which the Services link or which the Services integrate or embed.
   7. ‘Wallet’ means a software or hardware instrument by which you custody the private keys controlling Digital Assets and authorise transactions on a Distributed Ledger.
2. In the interpretation of these Terms, save where the context otherwise requires:
   1. the singular includes the plural and vice versa, and a reference to one gender includes every other gender;
   2. a reference to a clause is a reference to a clause of these Terms, and the headings are inserted for convenience only and shall not affect the construction of these Terms;
   3. the words ‘include’, ‘including’ and ‘in particular’ shall be construed as illustrative and shall not limit the generality of any preceding words;
   4. a reference to any statute or statutory provision shall be construed as a reference to that statute or provision as amended, re-enacted or extended from time to time; and
   5. a reference to a document or policy is a reference to that document or policy as amended, supplemented or replaced from time to time in accordance with its terms.

Acceptance and Incorporated Documents

1. By accessing or using the Services, you represent and warrant that you have the legal capacity and authority to enter into a binding agreement and that your access to and use of the Services does not contravene any Applicable Law to which you are subject.
2. These Terms incorporate by reference, and you are deemed to have accepted, our Privacy Policy and our Cookies Policy, each as amended from time to time. In the event of any conflict between these Terms and an incorporated document in respect of a matter expressly addressed by that document, the incorporated document shall prevail to the extent of the conflict.
3. We may make supplemental terms applicable to particular features of the Services. Where supplemental terms apply, they shall be read together with these Terms and, in the event of conflict, shall prevail in respect of the relevant feature.

About the Foundation

1. The Foundation is a non-profit initiative which employs blockchain technology and decentralised finance to advance public-good projects and social-impact initiatives across multiple jurisdictions.
2. Through the Services we publish information concerning supported initiatives, provide access to certain Third-Party Platforms through which Donations may be made and afford Users a means of communicating with us. The Foundation does not itself custody Digital Assets on your behalf, operate any Distributed Ledger or act as an intermediary in respect of any Donation.

Eligibility

1. You must be at least eighteen (18) years of age, or the age of legal majority in your jurisdiction if higher, to access or use the Services. By using the Services you represent and warrant that you satisfy this requirement.
2. You further represent and warrant that you are not a person with whom dealings are restricted or prohibited under any applicable sanctions regime, that you are not located in, under the control of or a national or resident of any jurisdiction subject to comprehensive sanctions and that you will not use the Services in or for the benefit of any such jurisdiction or person.
3. We may, at our sole discretion, refuse, restrict, suspend or terminate access to the Services by any person, at any time and for any reason, including where we reasonably believe that continued access would expose the Foundation to legal, regulatory or reputational risk.

Nature and Scope of the Services

1. The Services are informational and facilitative in nature. Without limitation, the Services enable you to learn about public-good projects supported by the Foundation, to access links to Third-Party Platforms through which Donations may be made, to view Content concerning our mission and impact and to contact us.
2. The Services do not constitute, and shall not be construed as, an offer, solicitation or recommendation to acquire, hold, transfer or dispose of any Digital Asset, nor as the provision of any custody, exchange, brokerage, money transmission, payment or other regulated financial service.
3. We do not warrant, and expressly disclaim any representation, that the Services or any Third-Party Platform, Distributed Ledger, protocol or tool will be available on an uninterrupted basis or will operate without delay, error, suspension or discontinuance. We reserve the right to modify, suspend or discontinue the Services, in whole or in part, at any time and without liability to you.

Donations

1. Donations are initiated and processed through Third-Party Platforms and settled on a Distributed Ledger. When you make a Donation you interact directly with the relevant Third-Party Platform and the underlying Distributed Ledger, and not with any system operated or controlled by the Foundation.
2. You acknowledge and agree that transactions recorded on a Distributed Ledger are, by their nature, final and irreversible. Once a Donation has been confirmed on the relevant Distributed Ledger it cannot be reversed, cancelled, recalled or refunded by the Foundation or by any other person. You are solely responsible for verifying all transaction details, including the recipient address and the amount, before authorising any transaction.
3. You bear sole responsibility for any network, gas or transaction fee associated with a Donation. Such fees are determined by the relevant Distributed Ledger and are payable to network validators or miners, and not to the Foundation.
4. The Foundation does not provide tax advice. The treatment of Digital Asset transfers for tax purposes varies between jurisdictions and may be uncertain. You are solely responsible for determining, reporting and discharging any tax liability arising from a Donation, and you are encouraged to obtain independent professional advice.

Acknowledgement and Assumption of Blockchain Risk

You expressly acknowledge, understand and agree that the use of blockchain technology and Digital Assets carries inherent and material risk, and that you assume all such risk. In particular, and without limitation, you acknowledge that:

1. Digital Assets and Distributed Ledgers are subject to significant price volatility, evolving and uncertain legal and regulatory treatment, and technical risks which may result in partial or total loss of value or function;
2. smart contracts and protocols may contain errors, defects, vulnerabilities or behaviours which are unintended or which may be exploited, and the Foundation neither audits, controls nor guarantees the security, integrity or continued operation of any smart contract or protocol;
3. you are solely responsible for the security and custody of your Wallet, private keys and seed phrases, the loss or compromise of which may result in the irrecoverable loss of Digital Assets, and the Foundation will never request your private key or seed phrase under any circumstances;
4. transactions on a Distributed Ledger may be delayed, may fail or may not be processed in the manner anticipated by reason of network congestion, forks, reorganisations, outages or other events outside the control of the Foundation; and
5. legislative, regulatory or enforcement developments in any jurisdiction may adversely affect the availability, legality or value of Digital Assets or the ability to interact with a Distributed Ledger.

Third-Party Platforms and Content

1. The Services may contain links to, or integrate or embed, Third-Party Platforms, including donation processors, analytics providers, video hosting services and social media platforms. Such Third-Party Platforms are independent of the Foundation and are made available solely for your convenience.
2. The Foundation does not control, endorse, monitor or assume responsibility for the content, accuracy, terms, privacy practices, security, availability or performance of any Third-Party Platform. Your access to and use of any Third-Party Platform is at your own risk and is governed exclusively by the terms and policies of the relevant operator.
3. The inclusion of any link to a Third-Party Platform does not imply any affiliation, sponsorship, endorsement or partnership between the Foundation and the operator of that Third-Party Platform unless expressly stated.

No Financial, Legal, Tax or Investment Advice

1. Nothing contained in the Services or in any communication issued by the Foundation constitutes or shall be construed as financial, legal, tax, accounting or investment advice, or as a recommendation in respect of any Digital Asset, transaction or strategy. All Content is provided for general informational purposes only.
2. You should obtain independent advice from appropriately qualified professional advisers before making any decision relating to Digital Assets, Donations or your tax affairs. You act on the basis of the Content entirely at your own risk and discretion.

Acceptable Use

As a condition of your access to and use of the Services, you covenant that you shall not, and shall not permit or facilitate any third party to:

1. use the Services for any unlawful, fraudulent or unauthorised purpose, or in contravention of any Applicable Law;
2. probe, scan, test the vulnerability of or attempt to exploit, compromise or circumvent any security feature of the Services, any linked smart contract or any related infrastructure;
3. attempt to gain unauthorised access to any part of the Services, any account, computer system or network connected to the Services;
4. interfere with, disrupt, overburden or impair the operation of the Services or the infrastructure on which they depend;
5. employ any automated means, including any robot, spider, scraper or data-mining tool, to access, monitor or copy the Services or any Content without our prior written consent;
6. impersonate the Foundation, any of its contributors or any other person, or misrepresent your affiliation with any person; or
7. use the Services to launder the proceeds of crime, to finance terrorism or to engage in any other form of illicit financial activity.

We reserve the right, without prejudice to any other remedy available to us, to investigate any suspected breach of this clause 10 and to restrict, suspend or terminate your access to the Services where we reasonably believe that you have engaged in any prohibited conduct.

Intellectual Property Rights

1. All right, title and interest in and to the Content, including all intellectual property rights subsisting therein, are owned by or licensed to the Foundation and are protected by Applicable Law. Except as expressly permitted under these Terms, no right or licence is granted to you in respect of any Content.
2. Subject to your continuing compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable and revocable licence to access and view the Content for your personal, non-commercial use only.
3. You shall not reproduce, distribute, publicly display, modify, adapt, translate, create derivative works from, or otherwise commercially exploit any Content without our prior written consent. The sharing of links to the Services is permitted, provided that no Content is altered and no impression of endorsement or affiliation is created.

Disclaimers

1. To the maximum extent permitted by Applicable Law, the Services and all Content are provided on an ‘as is’ and ‘as available’ basis, without warranty, condition or representation of any kind, whether express, implied, statutory or otherwise.
2. The Foundation expressly disclaims all implied warranties and conditions, including any implied warranty or condition of merchantability, satisfactory quality, fitness for a particular purpose, title and non-infringement, and any warranty arising from a course of dealing or usage of trade.
3. Without limiting the generality of the foregoing, the Foundation does not warrant that the Services will be uninterrupted, timely, secure, accurate, complete or free from error, virus or other harmful component, or that any defect will be corrected.

Limitation of Liability

1. To the maximum extent permitted by Applicable Law, in no event shall the Foundation or any of its directors, officers, contributors, volunteers, agents or affiliates be liable to you, whether in contract, tort (including negligence), breach of statutory duty, strict liability or otherwise, for any indirect, incidental, special, consequential, punitive or exemplary loss or damage, or for any loss of profit, revenue, goodwill, data or Digital Assets, in each case howsoever arising out of or in connection with the Services or these Terms, even if the Foundation has been advised of the possibility of such loss or damage.
2. Without limiting clause 13.1, the Foundation shall not be liable for any loss or damage arising out of or in connection with your use of, or inability to use, the Services; any Donation or other transaction on a Distributed Ledger; any unauthorised access to or compromise of your Wallet, private keys or data; the conduct, content, terms or availability of any Third-Party Platform; any error, defect or vulnerability in a smart contract or protocol; or any interruption, suspension or discontinuance of the Services.
3. To the extent that liability of the Foundation cannot be excluded as a matter of Applicable Law but may be limited, the aggregate liability of the Foundation arising out of or in connection with the Services and these Terms shall not exceed one hundred United States dollars (USD 100.00).
4. Nothing in these Terms shall exclude or limit any liability which may not lawfully be excluded or limited, including liability for death or personal injury caused by negligence or for fraud or fraudulent misrepresentation.

Indemnity

You agree to indemnify, defend and hold harmless the Foundation and each of its directors, officers, contributors, volunteers, agents and affiliates from and against any and all claims, demands, proceedings, liabilities, damages, losses, costs and expenses, including reasonable legal fees, arising out of or in connection with:

1. your access to or use of the Services;
2. any breach by you of these Terms or any document incorporated by reference;
3. any violation by you of Applicable Law; or
4. any infringement by you of the rights of any third party.

We reserve the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with us in asserting any available defence.

Force Majeure

The Foundation shall not be in breach of these Terms, nor liable for any failure or delay in the performance of any of its obligations, where and to the extent that such failure or delay results from any event or circumstance beyond its reasonable control, including without limitation acts of God, natural disaster, epidemic or pandemic, war, terrorism, civil disturbance, action of any governmental or regulatory authority, failure, congestion, fork or outage of any Distributed Ledger or telecommunications network, cyber-attack, or interruption or failure of any utility service.

Amendment of these Terms

1. The Foundation reserves the right, at its sole discretion, to amend, vary or replace these Terms at any time. Where we make a material change, we shall revise the date of effect stated in the title block above.
2. Your continued access to or use of the Services following the posting of any amended Terms constitutes your acceptance of, and agreement to be bound by, the amended Terms. You are encouraged to review these Terms periodically. If you do not agree to any amendment, your sole and exclusive remedy is to discontinue use of the Services.

Termination

1. We may, at our sole discretion and without notice or liability, suspend or terminate your access to the Services, in whole or in part, for any reason, including where we reasonably believe that you have breached these Terms.
2. Any provision of these Terms which by its nature is intended to survive termination, including the provisions concerning intellectual property, disclaimers, limitation of liability, indemnity, governing law and dispute resolution, shall survive and continue in full force and effect notwithstanding termination.

General Provisions

1. Entire agreement. These Terms, together with the documents incorporated by reference, constitute the entire agreement between you and the Foundation in respect of the Services and supersede all prior or contemporaneous understandings, communications and agreements, whether written or oral.
2. Severability. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable, that provision shall be deemed modified to the minimum extent necessary to render it enforceable or, where modification is not possible, severed, and the remaining provisions shall continue in full force and effect.
3. No waiver. No failure or delay by the Foundation in exercising any right or remedy under these Terms shall operate as a waiver of that or any other right or remedy. Any waiver must be in writing and signed by a duly authorised representative of the Foundation.
4. Assignment. You may not assign, transfer or otherwise dispose of any of your rights or obligations under these Terms without our prior written consent. The Foundation may assign or transfer its rights and obligations under these Terms without restriction.
5. No partnership or agency. Nothing in these Terms shall be construed as creating any partnership, joint venture, agency, fiduciary or employment relationship between you and the Foundation.
6. Third-party rights. Save in respect of the persons entitled to the benefit of the indemnity in clause 14 and the limitation of liability in clause 13, a person who is not a party to these Terms shall have no right to enforce any of its provisions.

Governing Law and Jurisdiction

1. These Terms, and any dispute, claim or obligation (whether contractual or non-contractual) arising out of or in connection with them, their subject matter or formation, shall be governed by and construed in accordance with the laws of the Republic of Panama, without regard to any conflict-of-laws principle that would require the application of the law of any other jurisdiction.
2. You and the Foundation irrevocably agree that the courts of Panama City, Republic of Panama shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or the Services, and you irrevocably submit to the jurisdiction of those courts and waive any objection to the exercise of such jurisdiction on the grounds of venue or forum non conveniens.

Notices and Contact

Any notice or communication to the Foundation in connection with these Terms shall be given in writing and sent to the contact details set out below. We may give notice to you by posting it on the Services or, where we hold an address for you, by electronic mail.