THESE TERMS CREATE A BINDING CONTRACT BETWEEN YOU AND SELIMOR INVESTMENTS LIMITED. BY USING OUR SERVICES (DEFINED BELOW), YOU AGREE TO BE BOUND BY THESE TERMS.
IF YOU DO NOT ACCEPT THESE TERMS, YOU MUST NOT AND ARE NOT AUTHORIZED TO USE ANY OF OUR SERVICES.
ARBITRATION NOTICE: THESE TERMS CONTAIN AN ARBITRATION CLAUSE FOR USERS IN THE UNITED STATES AND CANADA, WHICH PROVISION IS CONTAINED BELOW UNDER THE HEADING "DISPUTE RESOLUTION". IF YOU ARE LOCATED IN THE UNITED STATES OR CANADA, YOU AGREE THAT DISPUTES BETWEEN YOU AND SQUADS (DEFINED BELOW) WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND YOU WAIVE YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR OTHER REPRESENTATIVE PROCEEDING.
a. These Terms of Service (the “Agreement”) are a legal agreement between you (“you” or “yours”) and Selimor Investments Limited (“Squads”, “we”, “our” or “us”).
b. We are a company limited by shares registered in the British Virgin Islands under company no. 2064356, with its registered office at Market Square Yamraj Building, P.O. Box 3175, 3rd Floor, Road Town, Tortola, British Virgin Islands. You can contact us by writing to email@example.com.
d. You are responsible for ensuring that all persons who access or use the Services through your device or internet connection are aware of this Agreement and its terms, and that they comply with them.
e. Each time you use our Services you will be bound by the Agreement in force at that time. From time to time, we may change its terms. If we do this then we will publish those changes on https://squads.so/ and you will be bound by those new terms the next time you use our Services. If you do not agree to those changes you must not use our Services. You can always ask us for the Agreement, which was in force when you used the Services by writing to firstname.lastname@example.org. Every time you wish to use the Services, please check and ensure that you agree with the latest updated version of the Agreement.
a. “PDA” means Program Derived Account on the Solana Blockchain;
b. “Solana Blockchain” means a crypto computing platform that aims to achieve high transaction speeds without sacrificing decentralization, which employs a bundle of novel approaches, including the “proof of history” mechanism;
c. “Token” means any fungible token or an NFT;
d. “Transaction” means a change to the data set through a new entry in the Solana Blockchain;
e. “Private Key” means a unique sequence of numbers and/or letters required to initiate a Solana Blockchain Transaction and should only be known by the legal owner of the wallet;
f. “User Content” means any content that users upload, submit, store, send, post or otherwise make available on the Web App
g. “Web App” means the Squads web application
h. “Dapp” means a decentralized application
i. “Third Party Services” means protocols and applications operated by third parties
Our services primarily consist of:
a. development and maintenance of an open-source program that allows you to: (i) deploy a self-custodial PDA-based multi-signature wallet on the Solana Blockchain (“Squad”); (ii) hold and transfer Tokens; (iii) swap, stake and deposit Tokens on a peer-to-peer basis via third-party protocols and applications; (iv) vote on proposals; (v) customize your Squad independently and in modular fashion;
b. facilitation of your deployment of a Squad and ongoing interaction with it on the Solana Blockchain and a maintenance of:
i. a web-based graphical user interface (“Interface”),
ii. software developer kits (“SDKs”),
iii. backend services and application programming interfaces (“APIs”).
NOT INCLUDED IN THE SERVICES
Our Services do not consist of:
a. activity regulated by any regulatory agency;
b. coverage underwritten by any regulatory agency’s compensation scheme;
c. custody of your Private Keys, Tokens or the ability to remove or freeze your Tokens;
d. the storage or transmission of fiat currencies;
e. back-up services to recover your Private Keys, for whose safekeeping you are solely responsible;
f. any form of legal, financial, accounting, tax or other professional advice regarding Transactions and their suitability to you;
g. and the responsibility to monitor authorised Transactions or to check the correctness or completeness of Transactions before you are authorising them.
You may use the Services if you are of the age of majority in your jurisdiction of residence, or older, and are not barred from using the Services under applicable law. By using the Services and agreeing to enter into this Agreement, you represent and warrant that:
a. you are of lawful age, and are lawfully able, to enter into contracts. If you are entering into this Agreement for an entity, such as the company you work for, you represent and warrant that you have legal authority to bind that entity to these Terms.
b. neither you nor any person that owns or controls you is subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, or other applicable government authority.
TERMINATION OF SERVICES
We reserve the right, in our sole discretion and for whatever reason, but particularly in case you breach any term of this Agreement, to:
a. terminate your right to use the Services with immediate effect;
b. limit use of all Squads Interfaces (the “Squads Clients”) to a specified number of persons;
c. refuse to allow a person from using the Squads Clients;
d. and/or remove or exclude any person from using the Squads Clients for whatever reason.
We will only be able to limit access to the Squads Clients. At no time will we be able to access or transfer your funds without your consent.
As a condition to using the Services, you agree not to use Services in ways that:
a. violate, misappropriate, or infringe the rights of Squads, our users, or others, including privacy, publicity, intellectual property, or other rights;
b. are illegal, obscene, defamatory, threatening, intimidating, harassing, hateful or racially or ethnically offensive, or that instigate or encourage conduct that would be illegal or otherwise inappropriate, including promoting violent crimes;
c. involve falsehoods, misrepresentations, or misleading statements, including impersonating someone;
d. involve sending illegal or impermissible communications such as bulk messaging, auto-messaging, auto-dialing, and the like;
e. avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by us or any of our service providers or any other third party to protect the Services;
f. disguise your location through IP proxying or other methods; Interfere with, or attempt to interfere with, the access to the Services of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
g. circumvent any content-filtering techniques, security measures or access controls that Squads employs on the Services in any manner;
h. could interfere with, disrupt, negatively affect or inhibit other users from enjoying the Services, or that could damage, disable, overburden, or impair the functioning of the Services;
i. violate any applicable law or regulation, including, without limitation any applicable anti-money laundering and anti-terrorism financing laws and sanctions programs, including, without limitation, the Bank Secrecy Act and those enforced by the U.S. Department of Treasury's Office of Foreign Assets Controls and any other Export Control Laws;
j. encourage or enable any other individual to do any of the foregoing.
By using the Services, you further represent, warrant and covenant that:
a. any Tokens you transfer, swap or deposit via the Services have been legally obtained by, and belong to, you;
b. you will not provide any false, inaccurate or misleading information while using the Services, or engage in any activity that operates to defraud Squads, other users of the Services, or any other person or entity;
c. you will not use the Services to transmit or exchange Tokens that are the direct or indirect proceeds of any criminal or fraudulent activity, including, without limitation, terrorism or tax evasion;
d. any Tokens you use in connection with the Services are either owned by you or you are validly authorized to carry out actions using such assets;
e. you will pay all fees necessary for interacting with the Solana Blockchain, or any other network with which the Services are compatible, including "gas" costs, as well as all fees charged by us for your use of the Services;
f. you understand the functionality, usage, storage, transmission mechanisms and intricacies associated with Tokens as well as token storage facilities, blockchain technology and blockchain-based software systems;
g. you have read and understood this Agreement and agree to be bound by its terms;
h. you do not rely on, and shall have no remedy in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement
i. your usage of our Services is legal under the laws of your jurisdiction or under the laws of any other jurisdiction to which you may be subject
j. you won’t use the Services or interact with the Services in a manner that violates any law or regulation, including, without limitation, any applicable export control laws;
k. you will not misuse or gain unauthorised access to our Services by knowingly introducing viruses, cross-site scripting, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect our Services and that in the event you do so or otherwise attack our Services, we reserve the right to report any such activity to the relevant law enforcement authorities and we will cooperate with those authorities as required;
l. you won’t access without authority, interfere with, damage or disrupt any part of our Services, any equipment or network on which our Services is stored, any software used in the provision of our Services or any equipment or network or software owned or used by any third party;
m. you won’t use our Services for activities that are unlawful or fraudulent or have such purpose or effect or otherwise support any activities that breach applicable local, national or international law or regulations
n. you won’t use our Services to store, trade or transmit Tokens that are proceeds of criminal or fraudulent activity
o. you understand that the Services and the underlying Solana Blockchain are in an early development stage and we accordingly do not guarantee an error-free process and give no price or liquidity guarantee
p. you are using the Services at your own risk.
You understand that by using the Services, you may be exposed to User Content that is offensive, indecent, or objectionable. We take no responsibility and assume no liability for any User Content, including any loss or damage to any of your User Content.
You agree to comply with all applicable U.S. and non-U.S. export control and trade sanctions laws ("Export Laws"). Without limiting the foregoing, you may not use the Services if (i) you are in, under the control of, or a national or resident of Cuba, Iran, North Korea, Sudan, or Syria or any other country subject to United States embargo, UN Security Council Resolutions, HM Treasury's financial sanctions regime, or if you are on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Commerce Department's Denied Persons List, Unverified List, Entity List HM Treasury's financial sanctions regime; or (ii) you intend to supply any Services to Cuba, Iran, North Korea, Sudan or Syria or any other country subject to United States embargo or HM Treasury's financial sanctions regime (or a national or resident of one of these countries), or to a person on the Specially Designated Nationals List, Denied Persons List, Unverified List, Entity List, or HM Treasury's financial sanctions regime.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU.
THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE SPECIFICALLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT.
WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SERVICES OR ANY OF THE MATERIALS CONTAINED THEREIN WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE.
WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AS TO THE FUNCTIONALITY OF THE SOLANA NETWORK, OR THAT SOLANA NETWORK WILL OPERATE FREE FROM INTERRUPTIONS, DELAYS, DEFECTS AND/OR ERRORS THAT MAY DELAY, HINDER OR PREVENT THE TRANSMISSION OF TRANSACTIONS OR MESSAGES TO OR ON THE SOLANA NETWORK, OR ANY OTHER NETWORK.
THE DURATION OF ANY IMPLIED WARRANTY THAT IS NOT EFFECTIVELY DISCLAIMED WILL BE LIMITED TO THE LONGER OF (I) THIRTY (30) DAYS FROM THE DATE THAT YOU FIRST USE THE APPLICABLE SERVICE AND (II) THE SHORTEST PERIOD ALLOWED UNDER APPLICABLE LAW. SOME STATES / JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
WE SHALL NOT BE LIABLE FOR THE FAILURE OF ANY MESSAGE TO SEND TO OR BE RECEIVED BY THE INTENDED RECIPIENT IN THE INTENDED FORM, OR FOR DIMINUTION OF VALUE OF SOLANA OR ANY OTHER DIGITAL TOKEN OR DIGITAL ASSET ON THE SOLANA NETWORK OR ANY OTHER NETWORK, AND WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SAME.
LIMITATION OF LIABILITY
WE SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY LOST PROFITS OR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE OUT OF OR IN CONNECTION WITH ANY AUTHORIZED OR UNAUTHORIZED USE OF THE SERVICES, EVEN IF AN AUTHORIZED REPRESENTATIVE OF SQUADS HAS BEEN ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. WE SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO SOFTWARE, PRODUCTS, SERVICES, AND/OR INFORMATION OFFERED OR PROVIDED BY THIRD-PARTIES AND ACCESSED THROUGH THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF ONE HUNDRED U.S. DOLLARS ($USD100.00) OR ITS EQUIVALENT IN THE LOCAL CURRENCY OF THE APPLICABLE JURISDICTION.
CHANGES TO SERVICES
a. We reserve the right to change the format and features of the Services by making any updates to Services available for you to download or, where your device settings permit it, by automatic delivery of updates.
b. You are not obliged to download the updated Services, but we may cease to provide and/or update prior versions of the Services and, depending on the nature of the update, in some circumstances you may not be able to continue using the Services until you have downloaded the updated version.
c. We may cease to provide and/or update content to the Services, with or without notice to you, if it improves the Services we provide to you, or we need to do so for security, legal or any other reasons.
This Agreement is not intended to, and does not, create or impose any fiduciary duties on us. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated. You further agree that the only duties and obligations that we owe you are those set out expressly in this Agreement.
THIRD PARTY SERVICES
a. The Services and the Web App may contain links to Third-Party Services (including, without limitation, Dapps), and may leverage or plug into such Third Party Services to enable certain features, such as swaps and staking.
b. When using a Dapp or other Third Party Services, you understand that you are at no time transferring your assets to us. We provide access to Third Party Services only as a convenience, do not have control over their content, do not warrant or endorse, and are not responsible for the availability or legitimacy of, the content, products or services on or accessible from those Third Party Services (including any related website, resources or links displayed therein).
c. We make no warranties or representations, express or implied, about such linked Third Party Services, the third parties they are owned and operated by, the information contained on them or the suitability of their products or services.
d. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party website, applications, or resources.
SEED WORDS AND PRIVATE KEYS
WE SHALL NOT BE RESPONSIBLE TO SECURE YOUR PRIVATE KEYS, SEED WORDS, CREDENTIALS OR OTHER MEANS OF AUTHORIZATION OF YOUR WALLET(S). YOU MUST OWN AND CONTROL ANY WALLET YOU USE IN CONNECTION WITH OUR SERVICES. YOU ARE RESPONSIBLE FOR IMPLEMENTING ALL APPROPRIATE MEASURES FOR SECURING ANY WALLET YOU USE, INCLUDING ANY PRIVATE KEY(S), SEED WORDS, CREDENTIALS OR OTHER MEANS OF AUTHORIZATION NECESSARY TO ACCESS SUCH STORAGE MECHANISM(S). WE EXCLUDE ANY AND ALL LIABILITY FOR ANY SECURITY BREACHES OR OTHER ACTS OR OMISSIONS, WHICH RESULT IN YOUR LOSS OF ACCESS OR CUSTODY OF ANY CRYPTOGRAPHIC ASSETS STORED THEREON.
We may update and change our Services from time to time. We may suspend or withdraw or restrict the availability of all or any part of our Services for business, operational or regulatory reasons or because of a Force Majeure Event at no notice.
A “Force Majeure Event” shall mean any event, circumstance or cause beyond our reasonable control, which prevents, hinders or delays the provision of our Services or makes their provision impossible or onerous, including, without limitation:
a. acts of God, flood, storm, drought, earthquake or other natural disaster; epidemic or pandemic (for the avoidance of doubt, including the 2020 Coronavirus Pandemic);
b. terrorist attack, hacking or cyber threats, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
c. equipment or software malfunction or bugs including network splits or forks or unexpected changes in the Solana Blockchain, as well as hacks, phishing attacks, distributed denials of service or any other security attacks;
d. nuclear, chemical or biological contamination;
e. any law statutes, ordinances, rules, regulations, judgments, injunctions, orders and decrees or any action taken by a government or public authority, including without limitation imposing a prohibition, or failing to grant a necessary licence or consent;
f. collapse of buildings, breakdown of plant or machinery, fire, explosion or accident; and strike, industrial action or lockout.
We shall not be liable or responsible to you, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in the provision of the Services or the performance of this Agreement, if and to the extent such failure or delay is caused by or results from or is connected to acts beyond our reasonable control, including the occurrence of a Force Majeure Event.
Each of the paragraphs of this Agreement operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will continue to be in full force and effect.
You are solely responsible to determine if your use of the Services have tax implications for you. By using the Services you agree not to hold us liable for any tax liability associated with or arising from the operation of the Services or any other action or transaction related thereto.
We may transfer our rights and obligations under this Agreement to any other party. You shall not be entitled to assign this Agreement to any third party without our express prior written consent.
All covenants, agreements, representations and warranties made in this Agreement shall survive your acceptance of this Agreement and its termination.
This Agreement is governed by and construed in accordance with laws of British Virgin Islands.
a. We will use our best efforts to resolve through informal, good faith negotiations any dispute, claim or controversy relating to this Agreement or relating to the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of the arbitration agreement in clause 21 (hereinafter “Dispute”).
b. If a potential Dispute arises, you must contact us by sending an email to email@example.com so that we can attempt to resolve it without resorting to formal dispute resolution.
c. If we are not able to reach an informal resolution within 60 days of your email, then you and we may bring proceedings either in binding arbitration, if clause 21 applies to you, or in the courts of British Virgin Islands, if clause 21 does not apply to you.
DISPUTE RESOLITION (US RESIDENTS)
IF YOU ARE RESIDING IN THE UNITED STATES OF AMERICA (“USA”), THIS CLAUSE 21 REQUIRES YOU TO ARBITRATE ALL DISPUTES WITH US AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
a. Binding arbitration. Any Dispute shall be referred to and finally determined by binding and confidential arbitration in accordance with the JAMS International Arbitration Rules (“JAMS Rules”), hereby incorporated by reference and available from JAMS’ website at /www.jamsadr.com/.
b. Federal Arbitration Act. This Agreement affects interstate commerce and the enforceability of this clause 28.4 will be both substantively and procedurally governed by and construed and enforced in accordance with the United States Federal Arbitration Act, 9 U.S.C. §1 et seq. ( “FAA”), to the maximum extent permitted by applicable law.
c. The Arbitral Process. The arbitral tribunal shall consist of a sole arbitrator. Only as limited by the FAA, this Agreement and the JAMS Rules, the arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all Disputes and shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be in writing, and binding on the parties and may be entered as a judgment in any court of competent jurisdiction.
d. Seat. The seat, or place of, of arbitration will be New York. The language to be used in the arbitration proceedings shall be English. You agree to submit to the personal jurisdiction of any federal or state court in New York County, New York, in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. This clause 28.4 shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of applicable jurisdiction.
e. Class Action Waiver. You and we agree that any arbitration shall be conducted in individual capacity only and not as a class action or other representative action, and you and we expressly waive the right to file a class action or seek relief on a class basis. YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court, arbitrator or arbitral tribunal determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have NOT agreed to arbitrate disputes.
f. Exception: Litigation of IP and Small Claims Court Claims. Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may bring an action in any applicable court to protect its intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.
g. Right to Opt-out. You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt-out via email to firstname.lastname@example.org. The notice must be sent within 30 days of your first use of our Services, otherwise you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt-out of these arbitration provisions, we also will not be bound by them.
h. Changes. We will provide 60-days’ notice of any changes to this clause.
i. Changes will become effective on the 60th day, and will apply prospectively only to any claims arising after the 60th day.
j. Fair Representation. The parties agree that, wherever practicable, they will seek to appoint a fair representation of diverse arbitrators (considering gender, ethnicity and sexual orientation), and will request administering institutions to include a fair representation of diverse candidates on their rosters and list of potential arbitrator appointees.
You and we agree that the Courts of British Virgin Islands shall have exclusive jurisdiction to settle any Dispute that is not subject to arbitration under clause 21 and that any Dispute must be resolved in accordance with BVI law without regard to its conflict of law provisions. You and we further agree that any Dispute is personal to you and us and shall be resolved solely through individual action, and will not be brought as a representative action, group litigation order or any other type of class or collective action proceeding.
Selimor Investments Limited
Market Square Yamraj Building,
P.O. Box 3175, 3rd Floor, Road Town,
Tortola, British Virgin Islands