KEYFI Project Terms and Conditions

 

Last Revised 31 October 2022

 

A. Introduction

 

These KEYFI Project Terms and Conditions (the "Terms") are a legally binding agreement between you ("Participant," "you," or "your") and KEYFI Foundation and its affiliated entities (collectively, the "Administrator"). The Terms include and hereby incorporate by reference the KEYFI Privacy Policy (the "Privacy Policy"). 

 

Upon completion of the decentralization process, these Terms remain valid and legally binding for the KEYFI community, each KeyFiDAO Participant and KEYFI Token holder, and other Project Participants.

 

BY ACCESSING OR USING OUR PROGRAM AND/OR SERVICES, WHICH INCLUDE OUR WEBSITE AND OTHER SERVICES THAT LINK TO THESE TERMS, AS WELL AS ANY INFORMATION, TEXT, LINKS, GRAPHICS, PHOTOS, AUDIO, VIDEO, OR OTHER MATERIALS STORED, RETRIEVED, OR APPEARING THEREON, WHETHER ACCESSED THROUGH THE WEBSITE OR OTHERWISE (COLLECTIVELY, THE “SERVICES”), YOU ARE ENTERING INTO A BINDING AGREEMENT THAT INCLUDES THESE TERMS, AND THE PRIVACY POLICY (THE “TERMS”).

 

If you agree to the Terms on behalf of a business organization, you represent and warrant that you have the authority to legally bind such business organization, and you further agree that you are binding both you and the business organization to the Terms. In such a case, "you," "your" or "User" will refer to and apply both to you and the business organization.

 

The Terms apply to the KEYFI Program (the "Program") under which you may be eligible to receive an ERC20 cryptographic token called "KEYFI”, a Utility Token Powering the KEYFI Credentials-Powered DeFi Platform and/or receive a Project Non-Fungible Tokens (“NFT” or “NFTs”), as well as to the Services, as defined in these Terms (together the “Program” and the “Services” are referred to as the “Project”).

 

If you receive KEYFI, you and other holders of KEYFI shall be entitled to make governance decisions for the Project (see the Section entitled "Governance" below). Until all governance decisions are handed over to the holders of KEYFI, the Administrator may update, change, replace or cancel the Terms at any time without prior notice.

 

THE WEBSITE PROVIDES INFORMATION ABOUT THE FUNDAMENTALS OF THE PROJECT, WHICH WILL INCLUDE A FULLY DECENTRALIZED, COMMUNITY-GOVERNED PROTOCOL DEPLOYED ON A BLOCKCHAIN NETWORK, AND PROVIDES INFORMATION ABOUT THE KEYFI ECOSYSTEM, GOVERNANCE, COMMUNITY, INTERFACES, AND INTEGRATIONS TO THE PROTOCOL. ALL INFORMATION PROVIDED IN CONNECTION WITH YOUR ACCESS AND USE OF THE WEBSITE AND THE PROJECT IS FOR INFORMATIONAL PURPOSES ONLY. YOU SHOULD NOT TAKE, OR REFRAIN FROM TAKING, ANY ACTION BASED ON ANY INFORMATION CONTAINED ON THE WEBSITE OR ANY OTHER INFORMATION WE MAKE AVAILABLE AT ANY TIME. BEFORE YOU MAKE ANY FINANCIAL, LEGAL, TECHNICAL, OR OTHER DECISIONS INVOLVING THE PROJECT, YOU SHOULD SEEK INDEPENDENT PROFESSIONAL ADVICE FROM A LICENSED AND QUALIFIED INDIVIDUAL IN THE AREA FOR WHICH SUCH ADVICE WOULD BE APPROPRIATE.

 

B. License; Rules of Conduct; Termination

 

 

 

 

You are granted a conditional license to utilize this website (the "Website"; the term is included in the Services for the purposes of these Terms) for your personal, non-commercial participation in the Project in accordance with the Terms. All title, ownership, and intellectual property rights in and to the Project are owned by us, related entities, or their licensors. You acknowledge and agree that the Project contains proprietary and confidential information that is protected by applicable intellectual property and other laws. 

 

 

 

 

Your license to utilize the Services and to participate in the Program is conditioned on your compliance with the rules of conduct set forth here. You agree that you shall not:

 

  1. use the Services or the Program for any fraudulent or unlawful purpose;

 

  1. interfere with or disrupt the operation of the Services, the Program, or the servers, networks, and smart contracts used to make them functional (or violate any requirements, procedures, policies, or regulations of any such networks);

 

  1. restrict or inhibit any other person from using the Services or the Program, including, without limitation, by hacking, attacking, altering, or defacing any portion of the Website or the Project;

 

  1. use the Services or the Program to advertise or offer to sell or buy any goods or services without the Administrator's express prior written consent;

 

  1. reproduce, duplicate, copy, sell, resell or otherwise exploit for any commercial purposes, any portion of, use of, or access to the Website or the Project;

 

  1. modify, adapt, reverse engineer, decompile, or disassemble any part of the Website or the Project;

 

  1. remove any copyright, trademark, or other proprietary rights notice from the Website or materials originating from the Website or the Project;

 

  1. frame or mirror any part of the Website or the Project without the Administrator's express prior written consent;

 

  1. create a database by systematically downloading and storing information derived from the Services or the Program, whether by use of a robot, spider, site search/retrieval application, or by any other manual or automatic device to retrieve, index, "scrape," "data mine" or otherwise systematically gather information; or

 

  1. reproduce, modify or create derivative works based on, rent, lease, loan, sell, distribute, publish, publicly perform or display all or any part of the Project.

 

 

 

 

Administrator or any other group, entity, or body that assumes full governance of the Project, in its sole discretion, may terminate your license to utilize the Website for violating the provisions of these Terms. 

 

Your access to or use of the Services and the Program may be terminated without notice, and any information or files you have stored on the Website or through the Project may not be available to you after any such termination. We may terminate the Program at our discretion.

 

Notwithstanding the foregoing, however, the following provisions shall survive and continue in full force and effect: the Section “No Warranties; Limitations of Liability; Indemnification” and the Section “Miscellaneous”.

 

C. Project Protocol

 

The Administrator has initiated the protocol underlying the Project (“Project Protocol”) as follows:

 

 

 

 

The Administrator has created a smart contract to control the emission of KEYFI Tokens. This smart contract, is called the "Token Smart Contract".

 

 

 

 

The Administrator may sign an agreement with a legal entity representing the SelfKey Project to become a vendor in the online marketplace within the SelfKey ecosystem (the "SelfKey Marketplace"). As a vendor in the SelfKey Marketplace, the Administrator may have the ability to certify whether persons or businesses are eligible to participate in the Project in accordance with its Know-Your-Customer policy (the "KYC Policy"). The Administrator certifies those eligible to participate in the Project by assigning a credential ("Credential") to their Ethereum address. See the Section entitled "Project Eligibility" below for more information.

 

 

 

 

To aid in its eligibility certification process, the Administrator may sign agreements for data processing services. These services are conducted by one or more subtractors (each, a "Data Services Subcontractor" and, collectively, the "Data Services Subcontractors"). The Data Services Subcontractors collect and process data and documentation regarding identity, age, citizenship, residence, and other information in accordance with the Administrator's specifications. The results of all data processing are forwarded to the Administrator for its determination of whether to provide Credentials in accordance with the KYC Policy.

 

 

 

 

The Administrator has created the Website through which you may participate in the Project and work for KEYFI Tokens and other awards. If no changes are introduced by us, you may connect your Ethereum address to the Website (through Metamask or another wallet integration) to access the Project. The Website utilizes multiple smart contracts that calculate the amount of KEYFI Tokens and awards that you may be eligible to receive under the Project. See the Section entitled "KEYFI Emissions" below for more information.

 

 

 

 

The Administrator has created a smart contract that administers the governance of the Project. This smart contract is called the "Governance Smart Contract" hereafter. You may participate in the governance of the Program through the Website, which utilizes the Governance Smart Contract to create, vote upon, and implement various proposals to modify the Program and the Services. See the Section entitled "Governance" below for more information.

 

 

 

 

At the future stages of Project development, tThe Services and the Project may allow you to stake KEYFI Tokens and mint NFTs under certain conditions specified by us. For example, at our discretion, we may implement the feature under which the rewards for liquidity pool mining come to Participants in the form of NFTs. KeyFi’s staking contracts may provide the ability for users to stake KEYFI and other supported tokens and mint NFTs in return. Stakers may mint NFTs at a frequency that may be determined by the amount of KEYFI or liquidity pool tokens they are staking. 

 

NFT may be required to access various pro features of the Services (for example, KEYFI Pro Platform). NFTs may have a limited time period of access, and access can be ‘topped up’. NFT’s may have features to keep each unique and noteworthy.

 

We may allow a particular amount of KEYFI tokens to be burned whenever staking tokens or minting NFTs. Burning KEYFI may be a mandatory step for specific transaction types including staking and minting NFTs.

 

You are responsible for all payments, fees, and costs when engaging in any transactions involving NFTs, including, without limitation, transaction fees (e.g., “gas” fees) and all other fees associated with your use of the Services or the services of third-party vendors, including but not limited to purchasing, trading and “burning” an NFT. 

 

You also are solely responsible for payment of all national, federal, state, local, or other taxes of any jurisdiction, of whatever nature, whether now in effect or imposed in the future by any national federal, state, local, international, or any other governmental authority or taxing jurisdiction, including, without limitation, any income, sales, use, value-added (VAT), goods and services and other taxes and duties associated with your use of the Services, the services of third-party vendors, and your minting of NFTs from any party. You are solely responsible for any tax reporting for transactions in which you may be a seller of NFTs.

 

Participants may have the ability to sell their NFTs, and other users may buy them to access particular features of the Services. You may have the limited right to sell or transfer your NFTs on particular marketplaces. We do not monitor or control any marketplace purchases or sales or any other activity beyond that on the Website. NFT resale royalty fees at the amount determined by us (unless the fully decentralized KeyFiDAO decides otherwise) may be collected to the KeyFiDAO reserves.  

 

You agree that the NFTs are not and shall not be based upon or redeemable for any tangible or physical item, fractionalized, or capable of use as a coupon, investment, security, or other financial instrument or knowingly marketed in any other manner that would cause transactions to be governed by any applicable securities laws, including but not limited to the Securities Act of 1933, and are not convertible virtual currencies.

 

D. Project Eligibility

 

We may implement the Credentials system, under which to participate in the Project you must have a valid, unrevoked Credential issued by the Administrator or other Credentials issuer as it is decided by the Administrator. 

 

As it is mentioned in these Terms, we may propose particular features of the Services and the Program conditioned upon holding a respective NFT granting the access.

 

Further:

 

 

 

 

You hereby represent and warrant that:

 

  1. you are of the legal age of majority in the country of your residence, or you are a duly organized business entity;
  2. you have the capacity to enter into these Terms and the transactions contemplated under these Terms; and
  3. you have read, understood and hereby agree to these Terms, including the Privacy Policy.

 

 

 

 

You hereby represent and warrant that:

 

  1. you provided all information and documents for the application of your Credential in good faith, and you have not taken any actions to receive your Credential through deceit, such as by providing false statements or documentation, by omitting significant information, or by masking or otherwise misrepresenting where you are physically located;
  2. you understand that your Credential alone may not grant you benefits under the Project. You may need to take further actions with the Program to be a Participant;
  3. you shall not transfer access to your Credentials to third parties;
  4. you understand that any earnings under the Project, including KEYFI, must be transferred to the Ethereum address associated with your Credential. It will not be possible to make any changes to this address after your Credential has been issued; and
  5. you understand that losing your Credential may cause you loss of the KEYFI and earnings under the Project. Loss of your Credential could come as a result of (1) losing the private keys to or otherwise losing access to the Ethereum address associated with your Credential; (2) having your Credential revoked under the Terms of Service Between Vendor and User, which you entered into in order to have received your Credential; or (3) losing access to your Credential due to a malicious "hacker" or due to malfunctioning software associated with the Project.

 

 

 

 

You hereby represent and warrant that:

 

  1. you are permitted by the laws of your jurisdiction to acquire, receive, stake, hold and do any other actions with cryptographic tokens;
  2. you understand that holding KEYFI and NFT does not grant you any specific rights or benefits, other than possible programmatic governance rights conferred under the Governance Smart Contract (upon its development);
  3. you understand that KEYFI Tokens and NFT are not redeemable, and there are no substitutions or cash equivalents; KEYFI Token and NFT cannot be exchanged for cash or any payment obligation by us; KEYFI Token and NFT do not have any tangible or physical manifestation; KEYFI Token and NFT are not intended to be a representation of money (including electronic money), security, commodity, bond, debt instrument, unit in a collective investment scheme or any other kind of financial instrument or investment;
  4. you understand that KEYFI Tokens and NFTs do not grant you economic benefits of any type, such as any right to share in income, profits, dividends or distributions; 
  5. you understand that KEYFI Tokens and NFTs have no economic value ascribed by Administrator, and Administrator makes no representations or warranties regarding any valuation of KEYFI and NFT by external services or markets. KEYFI and NFT derives no value based upon the value of any asset, including any cryptocurrencies, cryptographic tokens, or other digital assets;
  6. you understand that KEYFI Tokens are provided without charge or fee by the Administrator. There are no fees or charges directly required by the Project. Although there may have been fees to obtain a Credential, such fees are only to establish regulatory eligibility to participate in the Project and are not a source of profit to the Administrator. Further, there may be costs or charges due to interaction with smart contracts under the Project, but such costs or charges are collected by outside third parties to the Project;
  7. you understand that KEYFI Tokens and NFTs are provided without any obligation of any type, including any obligation to provide services or acts of publicity. KEYFI Tokens and NFT gained under the Project are the result of your voluntary interaction with smart contracts initiated by the Administrator and governed by the holders of KEYFI;
  8. you understand that KEYFI Token and NFT do not represent or confer on the token holder any right of any form with respect to KEYFI Foundation (or any of its respective affiliates), or their revenues or assets, including without limitation any right to receive future dividends, revenue, shares, ownership right or stake, share or security, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property or licence rights), right to receive accounts, financial statements or other financial data, the right to requisition or participate in shareholder meetings, the right to nominate a director, or other financial or legal rights or equivalent rights, or intellectual property rights or any other form of participation in or relating to the Project, and KEYFI Foundation (or any of its respective affiliates) and/or their service providers; 
  9. you understand that KEYFI Token and NFT are not intended to represent any rights under a contract for differences or under any other contract the purpose or pretended purpose of which is to secure a profit or avoid a loss; and 
  10. you understand that KEYFI Token and NFT are not a loan to KEYFI Foundation or any of its respective affiliates, is not intended to represent a debt owed by KEYFI Foundation or any of its respective affiliates, and there is no expectation of profit. 

 

 

 

 

You hereby represent and warrant that:

 

  1. you understand that distributed ledger technologies, upon which the Project, KEYFI Tokens and NFTs are based, are still in early development and do not have a long history of operations. Past incidents indicate that such technologies may contain weaknesses, vulnerabilities, or bugs that could cause interruptions to the receipt, transferability, and functionality of KEYFI Tokens and NFTs, or even a total loss of KEYFI Tokens and NFTs;
  2. you understand that losing the private key(s) associated with your Ethereum address will result in your inability to access your KEYFI Tokens and NFTs, and to the Project. Further, any third party that gains access to such private key(s) may be able to misappropriate your KEYFI Tokens and NFTs. Any errors or malfunctions caused by or otherwise related to the wallet you choose to receive and store KEYFI Tokens and NFTs (which may be a result of your own failure to properly maintain or use such wallet) may also result in the loss of your KEYFI Tokens and NFTs;
  3. you understand that errors in the process of transferring KEYFI Tokens and NFTs may result in a loss of such KEYFI Tokens and NFTs. Such errors may be caused by your own mistake or by an issue with the system. Once an erroneous transaction has been verified and recorded in a block that is added to the blockchain, it is generally not able to be reversed. KEYFI Tokens and NFTs could be transferred in incorrect amounts or to unauthorized third parties, or to uncontrolled accounts, each resulting in the loss of your KEYFI Tokens and NFTs;
  4. you understand that the acquisition and management of KEYFI Tokens and NFTs are inherently subject to the risk of cybercrime that is difficult to mitigate. Smart contracts and other software, including open-source libraries, on which the Project relies may be subject to unauthorized access, hacking, or exploitation. Any unauthorized access or cybercrime may result in theft or loss or inability to access or receive KEYFI Tokens and NFTs;
  5. you understand that there are risks associated with the Ethereum protocol, upon which Credentials and the Project rely. Any malfunction, breakdown, or abandonment of the Ethereum protocol may result in the loss of or inability to transfer KEYFI Tokens and NFTs. The Ethereum network is prone to periodic congestion, during which transactions could be delayed or lost. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks by undermining or vitiating the cryptographic consensus mechanism that underpins the Ethereum protocol; 
  6. you understand that laws and regulations regarding cryptographic tokens and cryptocurrencies are rapidly evolving, which could affect the legality of KEYFI Tokens and NFTs in your jurisdiction. Your country of residence or another country with jurisdiction over you may take regulatory actions in the future that could severely restrict your right to acquire, own, hold, stake, transfer or use KEYFI Tokens and NFTs;
  7. you understand that all transactions using blockchains require the payment of gas fees, which are essentially transaction fees paid on every transaction that occurs on the selected blockchain network. Please note that gas fees are non-refundable. We do not provide any services to users or deliver, hold, and/or receive payment for cryptoassets;
  8. you understand that neither we nor any affiliated entity is a party to any transaction on the blockchain networks underlying the Program and the Services; we do not have possession, custody, or control over any cryptoassets appearing on the Services and within the Program; and we do not have possession, custody, or control over any user’s funds. Further, we do not store, send, or receive any cryptoassets. When you interact with the blockchain networks, you retain control over your cryptoassets at all times. We are not intermediaries, agents, advisors, or custodians, and we do not have a fiduciary relationship or obligation to you regarding any other decisions or activities you affect when using our Services and participating in the Program. We do not have any information regarding any users, users’ identities, or services beyond what is available or obtainable publicly via the blockchain. We are not responsible for any activities you engage in when using the Services and the Program, and you should understand the risks associated with cryptoassets, blockchain technology generally, and our Project; 
  9. you understand that voting based on smart contracts, blockchains, and cryptographic systems, including the so-called on-chain voting, is a new and progressing field. Any of the risks mentioned above may result in the theft or loss of your cryptographic tokens (including KEYFI Tokens and NFTs) or property and also in various inaccuracies regarding votes you aimed to cast, including your vote not being cast at all or cast in an unintended way; and
  10. you understand that (i) we are not responsible for the operation of the blockchain-based software and networks, (ii) that there exists no guarantee of the functionality, security, or availability of that software and networks, and (iii) that the underlying blockchain-based networks are subject to sudden changes in operating rules, such as those commonly referred to as “forks”.

 

 

 

 

You understand that your participation in the Project is controlled by automated protocols that involve a number of smart contracts. You hereby represent and warrant that you are experienced in utilizing smart contracts and possess a sophisticated understanding of their functionality. Further, you understand there are significant risks inherent with the use of smart contracts, which include, without limitation:

 

  1. There may be potential vulnerabilities in the smart contract code that may affect the receipt, transferability, and functionality of KEYFI Tokens and NFTs or the total loss of KEYFI Tokens and NFTs. Not every smart contract utilized by the Project may be audited for vulnerabilities, which increases the likelihood of an exploit or a malfunction. Further, those smart contracts that have been audited are not guaranteed to be free of risk, as no auditor is infallible. An auditor may fail to identify a vulnerability within smart contract code due to a lack of skill, experience, information, time, or resources. You acknowledge and agree that you are solely responsible for evaluating the trustworthiness of any smart contract you engage with while participating in the Project;
  2. Once initiated by the Administrator, the Program is an automated protocol that cannot be interrupted or adjusted by you, by the Administrator or any other person or party, except by an "admin key" that has restrictions on its utilization. See the Subsection entitled "Admin Keys" below for more information;
  3. The existence of an Admin Key for a smart contract, while offering the convenience of being able to apply patches or updates, also adds a possible vulnerability if the Admin Key is not properly secured. If an Admin Key is stolen or otherwise accessed by a malicious actor, such malicious actor may have the ability to change the emissions, transferability, or characteristics of KEYFI Tokens and NFTs in ways detrimental to your interests. You understand that an Admin Key being not properly protected, or it being misused, could result in a loss of your KEYFI Tokens and NFTs, or could result in the compromise of the Project as a whole;
  4. You understand that any interactions under the Project are through automated protocols controlled by smart contracts, and Administrator will at no time take custody or otherwise control any of your KEYFI Tokens and NFTs or any other digital assets through such protocols. You are required to monitor and safeguard your digital assets at all times;
  5. To the extent the source code and algorithm setting the rights and the features of the KEYFI Tokens and NFTs contains errors, latent terms, or unsafe algorithms, these errors and hidden terms may result in significant losses to the functionality of the KEYFI Tokens and NFTs; 
  6. While the Project Protocol and the Website are intended to serve as a convenient way to participate in governance, both are experimental prototypes and the use of either of them involves a high degree of risk. There are numerous ways the Project could fail in an unexpected way, resulting in the total and absolute loss of all of your funds, including KEYFI, NFTs and other cryptocurrency, tokens, or digital assets; and
  7. Transactions involving blockchains are not always anonymous. In fact, a central feature of blockchains and, thus, blockchain-based transactions is that they are transparent. Your public key and wallet address, which you need to buy or sell items on the blockchain, are visible to anyone. To the extent your public key or wallet address can be linked back to you, it would be possible for someone to determine your identity and the cryptoassets you own.

 

 

 

 

You hereby represent and warrant that:

 

  1. You understand that the Project may enable gifts of cryptographic tokens through one or more "airdrops," which is a transfer of cryptographic tokens directly into your Ethereum address. So long as you have been deemed eligible by the Administrator (including, through its issuance of a Credential to you), and so long as you remain in compliance with the Terms, you may receive airdrops without cost or obligation through the Project;
  2. You understand that the Program provides information and automated analyses comparing the published yields of various cryptocurrency decentralized finance platforms ("DeFi Platforms"). You further understand that any such information and the results of any such analyses are provided "as-is" and without warranty. Such information may be inaccurate or may contain errors due to faulty or delayed communications from the DeFi Platforms. Therefore, such analyses may be based on inaccurate information, which could render any results meaningless or even counterproductive to your objectives. You further understand that any information provided by the Project, including the results of any automated analyses, is for educational purposes only. You should not construe any such information as legal, tax, investment, financial, or other advice. Nothing contained within the Project constitutes a solicitation, recommendation, endorsement, or offer to buy, sell, stake, swap, or trade any digital assets or anything that may be deemed financial instruments in any jurisdiction;
  3. You understand that the automated analyses provided by the Project may be based upon untested algorithms derived from machine learning or deep learning. Such algorithms may be flawed due to poor or inadequate data sets, supervision, training, back testing, model checking, or performance evaluations. The results of any automated analyses provided by the Project should not be relied upon in their entirety, and you should consider them as only one of many points of information you use in deciding which actions if any, you should take within the Project or on any of the DeFi Platforms. Analyses provided by or through the Project are "forward-looking" and are not guarantees of future outcomes. These analyses are uncertain projections based upon assumptions of (1) well-substantiated algorithmic models, (2) sufficient, accurate and complete data inputs, and (3) sufficient and productive training. These forward-looking projections may not properly account for, and may ultimately fail due to future events, such as unexpectedly high volatility or emergency liquidity events within the Defi Platforms, caused by factors such as malicious actors, software or protocol failures, or unusual external events that cause severe market swings. Administrator makes no representations or warranties regarding the adequacy of any analyses provided by or through the Project, and there is no guarantee that the algorithmic means of such analysis will be updated, improved, or maintained in the future by the Administrator or by governing holders of KEYFI;
  4. You understand that the Project may offer Participants the ability to streamline and facilitate certain actions on one or more DeFi Platforms. Multiple actions may be bundled together or otherwise automated through a proxy smart contract into a single user interface on the Website. Such an interface is provided to Participants for convenience only. It is up to the Participants to investigate and confirm the bundled actions that will be taken and in what sequence they will be taken. You further understand that any such interface, while possibly more convenient, introduces an additional layer of possible bugs, malfunctions, and vulnerabilities;
  5. You understand that the Website and the Project may contain links to websites and apps operated by third parties. When you select these links, you will be leaving the Website and operating outside the Project. Because the Administrator has no control over such websites or apps, the Administrator disclaims any responsibility or liability for their availability or content. Administrator does not adopt or endorse any such websites or apps, including, without limitation, any information, services, products, or capabilities you may derive from them. YOUR USE OF THIRD PARTY WEBSITES AND APPS IS AT YOUR OWN RISK AND IS SUBJECT TO THEIR TERMS OF USE;
  6. You understand that your participation in the Project, or any actions you take under the Project, does not grant you any status with the Administrator or with the Project, including, without limitation, status as an employee, contractor, partner or joint venturer;
  7. You understand that there is no guarantee that the Website and, subsequently, the Project are or remain secure, complete or correct, or that access to the Website and the Project will be uninterrupted or error-free;
  8. You understand that the Project shall be governed by the consensus of the holders of KEYFI, which may be at odds with your personal interests. The decisions of the holders of KEYFI in the future may adversely affect your status within the Project, may adversely affect the efficacy or benefits of the Project as a whole, or may otherwise adversely affect your ability to enjoy the benefits of the Project;
  9. You understand that the Website and the Project may include inaccuracies, errors, and materials that violate or conflict with these Terms. In such a case, the provisions of these Terms shall prevail; 
  10. You understand that all trademarks, trade names, and service marks on the Website and in the Project are the property of their respective owners. Nothing contained on the Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of trade names, trademarks or service marks without the express prior written consent of the owner;
  11. You understand that the Project, KeyFiDAO, and ETH could be impacted by one or more regulatory inquiries or regulatory actions, which could impede or limit the ability of us and/or KeyFiDAO to continue to develop, or which could impede or limit your ability to access or use the Service or Ethereum blockchain, including access to your funds, including your KEYFI Tokens and NFTs; 
  12. You understand that the content contained in the Website does not constitute an offer or sale of securities in or into the United States, or to or for the account or benefit of U.S. persons, or in any other jurisdictions where it is unlawful to do so. Transfer of KEYFI Tokens and NFTs may be subject to legal restrictions under applicable laws. Under no circumstances shall KEYFI Tokens be reoffered, resold, or transferred within the United States or to, or for the account or benefit of, U.S. persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act of 1933, as amended;
  13. You understand that a market in the KEYFI Tokens and NFTs may not emerge and there is no guarantee of liquidity in the trading of the KEYFI Tokens and NFTs nor that any markets will accept them for trading; to the extent, a secondary market or exchange for trading KEYFI and NFTs does develop, it would be run and operated wholly independently of KEYFI Foundation, the distribution of KEYFI, and the Project. KEYFI Foundation will not create such secondary markets nor will either entity act as an exchange for KEYFI and NFT; and
  14. You understand that KEYFI Foundation is not and will not be governed by KeyFiDAO or KEYFI Token or NFT holders.

 

You understand that community contributors to the Project ecosystem may be independent of us, and we will not have and do not assume any liability or responsibility for their actions or omissions. 

 

E. KEYFI Emissions

 

 

 

 

The maximum total supply (the "Max Supply") of KEYFI Tokens and NFTs that may be generated is to be decided by KeyFiDAO upon a full decentralization of the Project. On the way to decentralization, we may determine the Max Supply.

 

 

 

 

Until the Project is fully decentralized, we may issue, update, change, replace or cancel KEYFI Token Economic Models. We may disclose KEYFI Token Economic Models on the Website. You shall be responsible for reviewing and becoming familiar with any such modifications. You waive any right you may have to receive specific notice of such changes or modifications.

 

F. Governance

 

 

 

 

Our ultimate goal is to transit the Project governance to the holders of KEYFI Tokens. The Project will be decentralized because no single party will have complete control over the system and be autonomous in that the Project Protocol will facilitate governance through governance mechanisms and the existence of KEYFI.

 

The Project is planned to be entirely member-directed and member-managed. KEYFI Token holders will be responsible for governing the system, establishing the status quo, and defending against proposals that don't support the overall objectives of Project governance.

 

 

 

 

Governance rights are represented by the cryptographically secured token, with each token representing a fractional part of the governance rights of all KeyFiDAO Participants equal to the quotient of one (1) divided by the total number of KEYFI Tokens claimed at any time.

 

The KEYFI Token is the governance token of the Project Protocol; it allows those who hold it to vote on changes to the Project.

 

 

 

 

The KEYFI Foundation is currently working with the KEYFI community to bootstrap decentralized governance of the Project and drive it toward complete decentralization.

 

DAO stands for ''Decentralized Autonomous Organization.'' In the context of KeyFiDAO, a decentralized governance community will manage the Project Protocol through various governance mechanisms to be implemented during the Project's evolvement. The KeyFiDAO will make up of KEYFI Token holders. 

 

It is anticipated that KeyFiDAO will take complete control of the Project. Should the system mature, more advanced forms of governance could, in theory, be used. The KEYFI Foundation may play a role in maintaining the Project Protocol and expanding its usage worldwide while facilitating governance, but without the possibility of the community relying on its efforts. The KEYFI Foundation will not control, participate or vote in KeyFiDAO governance. KEYFI Token holders will alone decide what happens to the Project Protocol. 

 

 

 

 

The KEYFI Foundation plans to dissolve once KeyFiDAO can manage governance entirely on its own. KeyFIDAO will use KEYFI as it’s governance token and will ultimately be in control of the administration of Project smart contracts and their configuration as well as the the Project Treasury. 

 

 

 

 

KEYFI Token holders will have the sole authority to enact changes to the system through on-chain and off-chain voting with or without quorum as was decided by us and/ or DAO Participants, depending on the stage of the Project evolvement and decentralization process completed. The details of the voting process may be determined by us depending on the level of Project decentralization.

 

At Phase 1 the Project may utilize the industry standard setup of Gnosis Safe, Gnosis Snapshot off-chain governance (other off-chain vote aggregation platforms), and multi-sig administrators. 

 

Proposals are usually open for several days, and during this time, holders of KEYFI tokens can vote on which option they want, with more KEYFI representing more voting power. Snapshot-based governance is commonly referred to as "soft" governance as the result of the vote is not automatically implemented - it requires a development and operations team to perform subsequent actions and implementation of changes via a multi-sig.

 

A KEYFI Token holder may draft a soft proposal for Snapshot that leads to an official community vote. Such proposals may act as a “temperature test” or a poll but do not guarantee implementation. The idea needs to be adopted by a development team, with finalized code audited and submitted, then deployed by the multi-sig administrators. We do not have a legal obligation to implement the results of community voting. No person, group, or business is required to follow the results of these votes. 

 

At Phase 2 the Project will look to build a custom governance module, referencing on-chain upgradable solutions. It is planned to have the Project governed directly by the Governance Smart Contract, .which will be controlled via on-chain voting using KEYFI Tokens whereas all transactions of the Project Treasury and administration functions of the smart contracts will be controlled by the KEYFI Tokens holders in a direct manner. The transition of governance from the multisig to the KEYFI Tokens holders may take place as the community grows in size and the KeyFiDAO matures in its ability to function.

 

Upon the decentralization process's completion, KeyFiDAO teams will consist of individuals and service providers who may be contracted to provide specific services to KeyFiDAO. Participants of KeyFiDAO teams will be independent market actors who are not employed by us.

 

 

 

 

The Project may collect royalty, NFT minting, and other possible fees that go towards the Project Treasury to help fund the Project development and expansion. The Project Treasury may hold a particular amount of KEYFI Tokens previously allocated.

 

The funds from the Project Treasury may also be used to pay the Project's operational expenses and to airdrop to KeyFiDAO Participants.

 

We may unilaterally govern the Project Treasury until the KeyFiDAO is fully decentralized and operational. Participants hereby waive any right they may have to the Project Treasury. Upon full decentralization KEYFI Token holders may be able to vote for KeyFiDAO Participants to be responsible for covering costs and transfer the appropriate funds as required.

 

 

 

 

KEYFI Foundation may be the steward of the veto power until KeyFiDAO is ready to implement an alternative. KEYFI Foundation considers the veto an emergency power that should not be exercised in the ordinary course of business. KEYFI Foundation will veto proposals that introduce non-trivial legal or existential risks to the KeyFiDAO, KEYFI Foundation, and/or the Project. There are no algorithmic solutions for making some determinations in advance (if there were, the veto would not be required), thus, some proposals may be considered by us on a case-by-case basis until the Project reaches full decentralization.

 

 

 

 

No Participant shall have the right or power: (i) to cause the dissolution and winding up of the KeyFiDAO; or (ii) to demand or receive property of the KeyFiDAO. We may decide on additional limitations until KeyFiDAO is fully decentralized and operational.

 

No single Participant (in their capacity as a Participant) shall have authority to bind the KeyFiDAO in any way or to enter into any agreement or contract obligating the KeyFiDAO in any way unless approved by us or via a vote occurring according to the Project governance rules.

 

G. Disclosures

 

 

 

 

There may be a pre-existing relationship between the Administrator, SelfKey, and the Data Services Subcontractors, as follows:

 

  1. Administrator and SelfKey. The Project and the KEYFI concept as a whole originally began as a project funded by SelfKey as part of its incubation initiative, which provides initial seed funding to projects that could make use of and expand the SelfKey network. The team behind the KEYFI concept spun out of its incubation project by forming a new entity (now referred to as the Administrator) and ultimately launching the Project. SelfKey does not govern the Project. The Administrator may form a mutually-beneficial agreement with SelfKey to serve as an important vendor on the SelfKey Marketplace; and
  2. Data Services Subcontractors. The Data Services Subcontractors may be selected by the Administrator because of their specialized expertise in data processing in the "Know-Your-Customer" sector. The Administrator may sign mutually-beneficial agreements with Data Services Subcontractors to assist with its issuances of Credentials.

 

 

 

 

There are private keys that allow the modification of important smart contracts utilized by the Project. These private keys, commonly referred to as "admin keys," allow the pausing, upgrading, or modification of the Token Smart Contract and the Governance Smart Contract, including, but not limited:

 

  1. The admin key that allows control of the Token Smart Contract (the "Token Admin Key") will be held by the Administrator's developer team until the decentralization process completes. At this point, the Token Admin Key shall be transferred to a smart contract that (a) requires multiple private keys to be used and (b) requires the passing of time prior to the implementation of any modifications (collectively, a "Multisig, Time-Locked Contract"). The Token Admin Key will be able to modify the exhaustive list of parameters to be determined by us in the process of turning to decentralization;
  2. The admin key that allows control of the Governance Smart Contract (the "Governance  Admin Key") will be held by the Administrator's developer team until the decentralization process completes. At this point, the Governance Admin Key shall be transferred to a Multisig, Time-Locked Contract. The Governance Admin Key will be able to modify the exhaustive list of parameters to be determined by us in the process of turning to decentralization; and
  3. Multisig, Time-Locked Contract Parameters. We may determine the requirements for private keys to be used in each Multisig, Time-Locked Contract, the amount of the time lock, and other governance issues applicable on the way to a complete Project decentralization.

 

H. No Warranties; Limitations of Liability; Indemnification

 

 

 

 

THE WEBSITE AND THE PROJECT ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND. YOU AGREE TO BEAR ALL RISKS ASSOCIATED WITH THE USE OF THE WEBSITE AND THE PROJECT, INCLUDING WITHOUT LIMITATION, ANY RELIANCE ON THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION AND THE FUNCTIONALITY OF ANY ASSOCIATED SMART CONTRACTS. ADMINISTRATOR,  ITS EMPLOYEES, OFFICERS, DIRECTORS, PARTNERS, AGENTS, REPRESENTATIVES, AND SERVICE PROVIDERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, USEFULNESS, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR USE, AND WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING/PERFORMANCE OR USAGE OF TRADE.

ALL PERSONS, ENTITIES, AGENTS, AND VOLUNTEERS INVOLVED WITH THE CREATION OF THE OPEN SOURCE SOFTWARE, INCLUDING, WITHOUT LIMITATION, THE VOTING CONTRACTS DISPLAYED THROUGH THE SERVICE, MAKE AND EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY; AND WITH RESPECT TO THE PROJECT, OPEN SOURCE SOFTWARE, THE PROJECT PROTOCOL AND SOFTWARE, VOTING CONTRACTS, KEYFI TOKENS, THE KEYFIDAO PARTICIPANTS AND ALL RELATED ENTITIES AND AGENTS SPECIFICALLY DO NOT REPRESENT, 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. THE KEYFiDAO PARTICIPANTS OR ANY RELATED ENTITIES OR AGENTS DO NOT REPRESENT OR WARRANT THAT THE PROJECT AND ANY RELATED INFORMATION IS ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE.

 

 

 

YOU AGREE THAT ADMINISTRATOR IS NOT LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, UNDER ANY THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, USE, DATA, OR LOSS OF OTHER INTANGIBLES. IN PARTICULAR, AND WITHOUT LIMITATION, THE ADMINISTRATOR WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE WEBSITE OR ANY SMART CONTRACTS ASSOCIATED WITH THE PROJECT.

 

ALL LIMITATIONS SHALL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, WHETHER IN CONTRACT, EQUITY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO, TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

 

EXCEPT AS OTHERWISE PROVIDED IN THESE TERMS, NO PARTICIPANT (OR FORMER PARTICIPANT) SHALL BE LIABLE FOR THE OBLIGATIONS OF THE KEYFIDAO, INCLUDING ANY OBLIGATIONS OWED BY SUCH PARTICIPANT IN CONNECTION WITH ANY BREACH OF THESE TERMS. A DEBT, OBLIGATION, OR OTHER LIABILITY OF THE KEYFIDAO IS SOLELY THE DEBT, OBLIGATION, OR OTHER LIABILITY OF THE KEYFIDAO. PARTICIPANTS (OR FORMER PARTICIPANTS) ARE NOT PERSONALLY LIABLE, DIRECTLY OR INDIRECTLY, BY WAY OF CONTRIBUTION OR OTHERWISE FOR A DEBT, OBLIGATION, OR OTHER LIABILITY OF THE KEYFIDAO SOLELY BY REASON OF BEING OR ACTING AS A PARTICIPANT. THE FAILURE OF THE KEYFIDAO TO OBSERVE FORMALITIES RELATING TO THE EXERCISE OF ITS POWERS OR MANAGEMENT OF ITS ACTIVITIES AND AFFAIRS IS NOT A GROUND FOR IMPOSING LIABILITY ON A PARTICIPANT OF THE KEYFIDAO FOR A DEBT, OBLIGATION, OR OTHER LIABILITY OF THE KEYFIDAO.

 

 

 

 

By accessing and using the Website and the Project, you agree to indemnify, defend and hold harmless the Administrator, its officers, directors, owners, partners, employees, agents, and subcontractors (collectively, the "Indemnified Parties") from and against any and all claims, losses, costs, and expenses (including attorneys' fees) arising out of or relating to (a) any breach (or claim, that if true, would be a breach) by you of these Terms and (b) your use of or activities in connection with the Website and the Project. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. You shall not enter into any settlement agreement which affects the rights of any of the Indemnified Parties or requires the taking of any action by any of them without our prior written approval.

 

 

 

 

TO THE FULLEST EXTENT PERMITTED BY LAW AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS TERMS OR APPLICABLE PROVISIONS OF LAW OR EQUITY OR OTHERWISE, THE PARTIES HERETO HEREBY AGREE TO ELIMINATE ANY ALL FIDUCIARY DUTIES THE ADMINISTRATOR, THE KEYFIDAO PARTICIPANTS, OR ANY RELATED ENTITIES AND AGENTS MAY HAVE TO YOU, OR YOUR AGENTS, AND AFFILIATES, OR THE END USERS OF THE SERVICE, THE PROJECT, THE WEBSITE OR ITS CONTENT, PROVIDED THAT SUCH EXCLUSION OR LIMITATION OF LIABILITY SHALL NOT EXTEND TO ACTS OR OMISSIONS THAT CONSTITUTE A BAD FAITH VIOLATION OF THE IMPLIED CONTRACTUAL COVENANT OF GOOD FAITH AND FAIR DEALING.

 

 

 

 

By utilizing the Project, you represent that you understand the inherent risks associated with cryptographic systems; and warrant that you have an understanding of the usage, intricacies, and difficulties of using native cryptographic tokens, smart contract based-tokens, and blockchain-based software systems. You acknowledge and agree that we assume absolutely no responsibility whatsoever in respect of any software protocols, whether forked or not.

 

I. Miscellaneous

 

 

 

 

The Website and the Projects are controlled and operated by the Administrator from Saint Vincent and the Grenadines, are intended solely for Participants in accordance with the KYC Policy. We actively limit the availability of the Website and the Project and otherwise take measures to avoid ineligible users from accessing the Website and the Project. If you are able to access the Website or the Project without a Credential, we request that you immediately cease use of the Website and the Project, and contact us at info@keyfi.ai to inform us of this potential security flaw. If your information leads us to the identification of a significant security flaw, you may be eligible for a monetary reward under our bug bounty program (if available).

 

 

 

 

These Terms set forth the entire agreement and understanding between you and Administrator relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and Administrator, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The section headings in these Terms are included for ease of reference only and have no binding effect. Even though the Administrator drafted these Terms, you represent that you had ample time to review and decide whether to agree to these Terms. If an ambiguity or question of intent or interpretation of these Terms arises, no presumption or burden of proof will arise favoring or disfavoring you or the Administrator because of the authorship of any provision of these Terms.

 

 

 

 

These Terms and any claim thereunder will be governed by and construed in accordance with the laws of Saint Vincent and the Grenadines, without regard to its conflict of law provisions. You hereby submit to and consent to the exclusive jurisdiction and venue of the courts sitting in Saint Vincent and the Grenadines for the litigation of any dispute hereunder or of any dispute regarding any transaction in connection with the Terms. You hereby irrevocably waive and agree not to assert in any suit, action, or proceeding, any claim that (a) you are not personally subject to the jurisdiction of such courts or (b) such suit, action or proceeding is brought in an inconvenient forum, or (c) the venue of such suit, action or proceeding is improper.

 

 

 

 

Both you and the Administrator agree to bring any claim or dispute on an individual basis only and not on a class or collective basis on behalf of others. There will be no right or authority for any dispute to be brought, heard, or litigated as a class or collective action or as a member in any such class or collective proceeding.

 

 

 

 

You may not assign these Terms, or any of its rights or obligations hereunder, without Administrator's prior written consent in the form of a written instrument signed by a duly authorized representative of the Administrator. The administrator may assign its rights and obligations so long as they are not inconsistent with these Terms. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, these Terms are binding upon and will inure to the benefit of the successors, heirs, and permitted assigns of the parties.

 

 

 

 

If the ownership of all or substantially all of our business changes, if we undergo a corporate or structural reorganization (whether through merger, consolidation, asset sale, bankruptcy/receivership action or any similar transactions), or if any other group, entity or body assumes governance of the Website and the Project, you expressly consent to us transferring your information (including, without limitation, all information and data related to your Credential) to the new owner, successor entity or new governing body so that the Website and the Project may continue to operate. If required by applicable law, we will notify the data protection agency in each jurisdiction of such a transfer.

 

 

 

 

No person or business organization shall be third-party beneficiaries of these Terms.

 

 

 

 

If and to the extent any provision of these Terms is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.

 

 

 

 

Administrator will not be responsible for the failure to perform, or any delay in performance of, any obligation hereunder for a reasonable period due to pandemics, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other conditions beyond our reasonable control.

 

 

 

 

The English language version of these Terms will be controlling in all respects and will prevail in case of inconsistencies with translated versions if any.

 

 

 

 

It may be mandated or desirable that you receive certain records in writing from the Administrator, including contracts, notices, and communications. To facilitate this, you hereby grant permission to receive these records electronically instead of in the paper form. You further agree to utilize electronic signatures in lieu of using paper documents, and you understand and agree that electronic signatures are equivalent to traditional signatures and equally binding.

 

 

 

 

These Terms may be discretionarily modified or replaced at any time unless stated otherwise herein. The current version of these Terms will be posted on the Website with the “Last Revised” date at the top of the Terms changed. Any changes or modifications will be effective immediately upon posting the revisions to the Website. You shall be responsible for reviewing and becoming familiar with any such modifications. You waive any right you may have to receive specific notice of such changes or modifications. Use of the Service by you after any modification to the Terms constitutes your acceptance of the Terms as modified. If you do not agree to the Terms in effect when you access or use the Service, you must stop using the Service. Keep in mind that changes to these Terms are not simply changes to a document; they are changes to the operational and governance procedures of the Project.

 

Since the Project is under development and is constantly updated, these Terms cannot cover all issues that arise. Therefore, you acknowledge and agree to treat announcements and documents we publish on the Website as binding rules and regulations along with these Terms. Our obligations can be determined solely by these Terms.

 

 

 

 

These Terms may describe the anticipated future of the Project and contains forward-looking statements that are based on our beliefs and assumptions at the present time. The Project is under development and is constantly updated, and accordingly, if and when the Project is completed, it may differ significantly from the Project set out in this Terms. No representation or warranty is given as to the achievement or reasonableness of any plans, future projections, or prospects and nothing in the Terms is or should be relied upon as a promise or representation as to the future.

 

 

 

 

Each Participant agrees to perform all further acts and to execute, acknowledge, and deliver any document (including tax forms and information) that may reasonably be necessary to carry out the provisions of these Terms.

 

 

 

 

THE KEYFI TOKENS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, STATE SECURITIES LAWS, OR THE LAWS OF ANY COUNTRY OUTSIDE THE UNITED STATES. THEY PROVIDE NO RIGHT TO ANY PROFITS OR LOSSES OF THE KEYFIDAO, BUT ONLY GOVERNANCE RIGHTS.

 

 

 

 

By using the Service, you represent and warrant that: (a) you are not located in, ordinarily resident in, or organized under the laws of any jurisdiction that is subject to a comprehensive U.S. Government embargo ("Embargoed Jurisdiction"); (b) you are not subject to any sanctions administered by an agency of the U.S. Government, any other government, or the United Nations (collectively, “Sanctions”); (c) you are not owned or controlled, directly or indirectly, by any person that is subject to Sanctions, or that is located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction; (d) none of your officers, managers, directors, shareholders or authorized representatives is subject to Sanctions, or is located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction, or is owned or controlled, directly or indirectly, by any person that is subject to Sanctions or that is located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction. You further covenant that the foregoing shall be true during the entire period of these Terms. You are solely responsible for ensuring that your access and use of the Service in such country, territory or jurisdiction does not violate any applicable laws.