Terms of Service

1. Introduction

1. Application

   These Terms apply to and govern your access to and use of the Platform, Communication Channels, and Materials. Please read these Terms carefully as they affect your obligations and legal rights.

2. Acceptance

   By accessing or using the Platform, connecting the Wallet to the Platform, reviewing the Materials, engaging with the Communication Channels, or clicking a checkbox referencing these Terms, you agree to these Terms without modifications or reservations, forming a legally binding agreement with us. If you do not agree to these Terms, you must refrain from using the Platform and Materials, and discontinue any related engagement immediately. If you are acting on behalf of an entity, you confirm that you are authorised to accept and agree to these Terms on both its behalf and your own.

3. Important Notice

   Note that Section 17 Applicable Law and Dispute Resolution contains provisions governing the choice of law, arbitration terms, and class action waiver. Please read and review Sections 13 Important Disclaimers, 14 Limitation of Liability, and 15 Indemnification carefully before accepting these Terms as they provide for the limitation of liability, your obligations to indemnify the Gearbox Parties, and contain disclaimer of warranties concerning the Platform.

4. Personal Data

   Your personal data is processed in accordance with the Gearbox Privacy Notice.

5. Risk Disclosure Statement

   By agreeing to these Terms, you acknowledge and accept the risks set out in the Risk Disclosure Statement, which are not exhaustive nor presented in any specific order of priority. You understand that any of these risks may result in damages or complete loss of your assets, and you are solely responsible for that. You must not use the Platform or rely on the Materials, if you cannot accept these risks.

6. Modification

   These Terms may be modified, supplemented, or updated from time to time. In this case, the "Last Updated" date and version number at the top of these Terms will be revised. The updated Terms will automatically replace and supersede the previous version upon publication, taking immediate effect. By continuing to use the Platform, you confirm your acceptance of the updated Terms. It is your responsibility to review these Terms regularly to stay informed of any changes. If you do not agree to the amended Terms, you must immediately stop using the Platform and any Materials.

7. Interpretation

   Capitalised terms used herein and rules of interpretation are defined in Section 19 Interpretation.

2. Eligibility; No Consumer Access

1. Eligibility Criteria

   To use the Platform functionality, you must: (i) be capable of forming a legally binding agreement with us; (ii) not be a Prohibited Person nor act for their benefit; (iii) be at least 18 years old or of majority in your jurisdiction; (iv) if acting on behalf of an entity, be authorised by that entity and confirm that it is properly existing; and (v) comply with these Terms. If you do not meet these requirements, you will not be eligible for using the Platform functionality and must cease any related engagement immediately until you do.

2. No Consumer Access or Protections

   The Platform is intended exclusively for use by professionals, experts, or traders, and is not provided to the Consumers. By using the Platform, you confirm and acknowledge that you (i) are not acting as a Consumer nor do you qualify as a Consumer when using the Platform, and (ii) use the Platform solely for business purposes, and all transactions made through or in relation to the Platform are of a commercial nature. Accordingly, to the maximum extent permitted by applicable law, you acknowledge that any consumer protection rights, laws, and/or remedies do not apply to your use of the Platform or any of its components.

3. Platform and Underlying Infrastructure

1. Platform and Blockchain-Based Infrastructure

   1. Platform

      While the Platform allows you to access and interact with certain Blockchain-Based Infrastructure, such as Protocol and Markets, it does not form a part thereof, constitutes a distinct software, and serves exclusively as a mere web-based interface to access and interact with them. You hereby acknowledge that there might be other interfaces enabling interaction with the Blockchain-Based Infrastructure or its specific components, that have no connection to or affiliation with us.

   2. Blockchain-Based Infrastructure

      In general, the Blockchain-Based Infrastructure and its components are deployed on blockchain network(s). We do not control or operate such underlying blockchain networks and any software through which they are formed. Any malfunction, breakdown, or abandonment of the Blockchain-Based Infrastructure's underlying blockchain network(s) could significantly impact the Platform or transactions involving Virtual Assets. You are solely responsible for conducting thorough research before interacting with the Platform and underlying Blockchain-Based Infrastructure, and any use thereof is entirely at your own risk.

   3. Protocol

      The Protocol is a permissionless infrastructure layer (akin to a construction kit) consisting of Smart Contracts deployed on public blockchain networks, the primary purpose of which is to enable Market Curators to assemble, deploy, and manage Markets. The Smart Contracts comprising the Protocol are immutable, except for certain contracts that function as the Tooling Catalogue, which is mutable only to permit the addition or removal of specific tools, configurations, or components for prospective use by Market Curators. Nonetheless, any changes to the Tooling Catalogue have a catalogue effect only and do not alter, amend, impair, or otherwise interfere with Markets or Protocol's Smart Contracts already deployed, nor confer any operational, custodial, supervisory, or managerial control over the Protocol, instance owners, Markets, or Virtual Assets. Any inclusion or availability of components in the Tooling Catalogue or Third-Party Service integrations therein shall not constitute a recommendation, solicitation, due-diligence finding, warranty, or endorsement. It is the responsibility of Market Curators to independently review, test, and verify the Protocol and relevant Tooling Catalogue components before using or deploying them on the blockchain, whether in connection with a Market or otherwise. Any integrated Third-Party Services are operated independently and may change, fail, be insecure, inaccurate, unavailable, or delayed; their availability, security, correctness, performance, and operation are outside our control. To the fullest extent permitted by law, neither Gearbox, the GEAR DAO, nor any of their affiliates, contributors, or service providers shall be responsible or liable for any loss, damage, delay, error, malfunction, misconfiguration, unavailability, inaccuracy, or other adverse event arising from or relating to the Protocol, Tooling Catalogue (or any of its components and Third-Party Service integrations), Markets (including their assembling, configuration, or deployment by a Market Curator), or the underlying blockchain networks, save that nothing herein excludes or limits any liability that cannot lawfully be excluded or limited, including liability for fraud or fraudulent misrepresentation.

2. Platform-Displayed Data

   All information about Markets and Market Curators shown on the Platform is provided by Market Curators or sourced through Third-Party Services. As an interface provider, we determine which data are displayed on the Platform. However, we do not verify such information and make no representation or warranty, express or implied, that any data displayed through the Platform are accurate, complete, true, timely, reliable, or non-misleading, or that any particular data will be provided or remain available via the Platform at any time.

3. Intended Software Logic

   You are required to comply with the intended logic of the Platform and underlying Blockchain-Based Infrastructure. Bugs, flaws in logic, and other vulnerabilities are not part of their intended operation. Exploiting bugs, flaws, or vulnerabilities in the Platform and/or Blockchain-Based Infrastructure, regardless of purposes or circumstances, is strictly prohibited, and any associated or resulting transactions will be considered void and null from the outset (ab initio). Any such acts, including those harming other users, may be treated as criminal or other offences under the applicable law. Funds acquired through violation of the intended logic of the Platform or underlying Blockchain-Based Infrastructure, or taking advantage of flaws, bugs, errors, or vulnerabilities therein shall be deemed unlawfully obtained, and may be further subject to forfeiture under the applicable law or other adverse consequences.

4. Our Role and Non-Party Status

   Our role is strictly limited to operating, providing, and maintaining the Platform, which enables access to certain Blockchain-Based Infrastructure, such as the Protocol and Markets, and Third-Party Services the Platform or Protocol relies on. We are not involved in any transactions involving Virtual Assets that you conduct, whether through the Platform or otherwise, including with the use of Blockchain-Based Infrastructure. All legal relationships and obligations for such transactions exist solely between you and the corresponding counterparty. We do not act as a party or intermediary to these transactions, and accept no responsibility or liability for any disputes that may arise. Such disputes must be resolved directly between you and the respective counterparty.

5. Updates and Availability

   The Platform's functionality and features may be outlined in the Materials or communicated by us or on our behalf via the Communication Channels. The Platform, including its underlying technical infrastructure and software, may be terminated, suspended, updated, or modified at any time with or without a reason or prior notice, and without any liability whatsoever. The Platform or its components may also become inaccessible or inoperable due to maintenance, updates, disruptions, cyberattacks, technical issues, Force Majeure Circumstances, unavailability of Third-Party Services, and so forth. Access may also be limited, suspended, or restricted with immediate effect and without notification and liability, regardless of reason, including if you violate these Terms or applicable laws, create legal exposure for us or Affiliates, are identified as a Prohibited Person or act on their behalf, or your Wallet fails to complete applicable screening procedures. The Platform may integrate software, solutions, or tools to (i) identify Prohibited Persons, (ii) screen your Wallets to adhere to international Anti-Money Laundering (AML) and Counter-Terrorism Financing (CTF) regulations, as well as to comply with global crypto regulatory requirements, and/or (iii) users violating these Terms or laws. You must comply with all limitations outlined in these Terms and not attempt to circumvent or bypass them. Any termination or suspension of the Platform, its features, or components shall not affect your ability to access and use the Blockchain-Based Infrastructure or its components, which operate autonomously and remain available directly on the relevant blockchain.

4. Markets and Market Curators

1. Markets and Market Terms

   Each Market is a separate autonomous software, distinct from the Platform and Protocol itself, and, therefore, does not form a part thereof. Each specific Market and its use shall be governed by the relevant Smart Contracts comprising such Market, and, by interacting with a Market, you consent to the automatic processing of your transactions by the applicable Smart Contracts in accordance with the applicable Market Strategy, terms and other parameters established by such Market's Smart Contracts. If a Market Curator provides any Market Terms, they shall be in addition to these Terms and not in lieu thereof. In the event of any discrepancy or conflict between these Terms, Smart Contracts, and/or Market Terms, these Terms shall take precedence regarding all legal and judicial matters relating to the Platform and its underlying Blockchain-Based Infrastructure, and the parameters of Smart Contracts – regarding all matters pertaining to transactions involving Virtual Assets. The Market Terms shall apply to the extent they are consistent with, and not overridden by, these Terms or the Market's Smart Contracts.

2. No Liability, Validation, and Testing

   We do not review, evaluate, verify, test, examine, or validate any Market. As a material condition of your use of the Platform, you acknowledge and agree that we shall not be liable for any Market or Market Curator, and we expressly disclaim all liability arising from or relating to them. If a specific Market is displayed within the Platform, it shall not be interpreted or construed as our endorsement or recommendation of such a Market or its Market Curator, nor as a confirmation that the Market or its Market Curator has been reviewed, verified, tested, assessed, or validated in any manner; as a Market Curator, you must not make any statements implying otherwise. Before making any interaction with a Market, you shall independently evaluate and verify such Market, assess the Market Curator, and carefully review the applicable Market Terms, if any. The Markets consist of open-source Smart Contracts deployed on public blockchain, which are freely available for inspection and review by any person. Any interactions with a Market undertaken by you and any related actions taken shall be at your own discretion and risk, and you shall be solely responsible for any loss, damage, or other consequences arising from such interaction.

3. Tooling Catalogue and Market Strategies

   A Market Curator has sole and absolute discretion over the configuration of their Markets, and is solely responsible for independently reviewing, testing, and selecting all components and configurations of the Market, including those drawn from the Tooling Catalogue, as well as any other items, data, or elements used in or in connection with the Market. The determination of whether to use, omit, or select any particular component, configuration, or integration in the Market shall rest exclusively with the Market Curator, who shall independently verify the correctness, suitability, and current applicability of each selected component, configuration, integration, or any data relied upon. A Market and applicable Market Strategy may be updated only by the relevant Market Curator, and no other person has technical ability to update, configure, or interfere with an existing Market. We do not review, audit, or verify Market Strategies and data on which they rely. Any assumptions, models, plans, estimates, projections, or expectations used in creating Market Strategies may be inaccurate, outdated, incomplete, or otherwise misleading, and may result in adverse outcomes for your transactions. A Market Strategy may not be suitable for you, and there is no guarantee it will be profitable or beneficial. Before interacting with any Market, you must independently review and assess the applicable Market Strategy.

4. No Control or Influence

   Neither we nor GEAR DAO create, control, operate, administer, or manage any Markets, nor control, direct, or supervise any Market Curators. We make no warranties, whether express or implied, with respect to Markets, their performance, operation, functionality, or security, including implied warranties of merchantability and fitness for a particular purpose, as well as any warranties implied by the course of deal, conduct, or otherwise, all of which are expressly disclaimed and denied. Any use of and interaction with Markets, as well as all associated relationships and obligations, is solely between you and the relevant Market Curators at your own discretion and risk. Neither we nor GEAR DAO accept any responsibility or liability for any such use, including any losses or damages sustained, including the loss of Virtual Assets.

5. No Personalised Approach

   All decisions and actions regarding Markets, including their configuration, Market Strategies, applicable thresholds, and risk parameters are not, typically, based on the specific goals or risk tolerance of individual users, nor they are influenced by individual user requests or intended to constitute personalised recommendations tailored to any particular user's financial condition or objectives. Always do your own research before interacting with any Market or otherwise transacting with Virtual Assets.

6. Decision-Making

   In some situations, market or other changes affecting the Market may require quick action. This could include updating the Market Strategy or taking other steps in response to market movements. In such cases, timely analysis of available data is essential for making informed decisions. However, there is always an inherent risk of potential delays in the provision of necessary information. Such circumstances may result in negative impacts on the Markets and associated transactions, including the partial or total loss of Virtual Assets used in connection with the Markets, and, by interacting with a Market, you acknowledge and assume such risks.

7. Release

   As a Market Curator, you are solely responsible for the assemblage, deployment, configuration, and management of your Markets. We are not liable for any losses or damages, including consequential, incidental, or indirect damages, resulting from or arising in connection with your deployment, configuration and management of Markets, as well as any interaction with or use of such Markets by the Platform users. To the maximum extent permitted by applicable law, you hereby release and forever discharge the Gearbox Parties from any and all actions, claims, suits, demands, losses, damages, obligations, or liabilities of any kind, whether known or unknown, arising from or related to the above.

5. Rewards

1. Earning Rewards

   When using the Protocol, Platform, or Markets, you may earn Rewards. Participation in any activities or transactions that may lead to earning Rewards is entirely voluntary. Please note that earning Rewards does not guarantee that they can be converted into any assets, provide benefits, deliver specific outcomes, or meet your expectations. Even if Rewards are earned, there is no assurance of their value, profitability, or potential use. In general, Rewards do not constitute any consideration or compensation, nor do they entitle you to any return, passive income, interest, or other similar benefits. They also do not grant you ownership rights, equity, revenue shares, intellectual property rights, or any other form of participation in or related to us, our Affiliates, or the Platform.

2. Parameters and Requirements

   All terms and conditions related to Rewards and associated activities, including their form, allocation, calculation, and participation requirements, are determined solely by a person that allocates and distributes them. Rewards programs and related activities, along with their rules, eligibility criteria, or other features, may be changed, adjusted, suspended, or cancelled at any time, with or without notice, and without liability to you. You are responsible for following all applicable rules, requirements, and limitations related to Rewards and related activities. Any attempt to manipulate, bypass, or otherwise violate these rules is strictly prohibited.

3. Distribution of Rewards

   To receive Rewards, you must follow the instructions provided on the Platform, in the Materials, or otherwise communicated to you by the providers of such Rewards. Some Rewards may have limited claim periods. If you cannot be reached, are found ineligible, or fail to claim your Rewards within the specified timeframe, your right to receive them may automatically cease, and they will be forfeited. Rewards will not be distributed if doing so would violate any applicable laws, regulations, or government orders affecting their provider, us, you, the Platform, or the respective Rewards.

4. Violation

   If you violate these Terms or any other applicable rules or requirements, any Rewards may be withheld and retained as fair compensation for the violation. Where technically possible, your participation in related activities may also be suspended or terminated.

6. Wallets

1. General

   When using the Platform, you may connect your Wallet to it through one of the compatible third-party solutions, including software wallets. All Wallets or software wallets you use within the Platform are considered Third-Party Services, and we neither endorse them nor shall be held liable or responsible in connection therewith. When using them, you should carefully review their applicable terms and policies. You may disconnect your Wallet from the Platform at any time.

2. Wallet Screening

   When connecting your Wallet to the Platform, it may be subject to automated compliance screening to ensure adherence to applicable Anti-Money Laundering (AML), Counter-Terrorism Financing (CTF), and other regulatory requirements. Such screening may take into account blockchain data and other indicators to identify risks related to, without limitation, involvement with sanctioned persons or entities, terrorism financing, hacked or stolen funds, fraudulent transactions, etc. If your Wallet is determined to present any risk or legal exposure, your access to the Platform functionality may be restricted or blocked automatically. Any such determination is final and is not subject to review or appeal.

3. Security

   Neither we nor the Platform have access to or control over your Wallets or Virtual Assets held in them. You must not share your Wallet credentials or allow others to access them. You are fully responsible for (i) securing your Virtual Assets, Wallets, and associated credentials; (ii) keeping your Wallet credentials confidential and ensuring their proper use; and (iii) all transactions made through your Wallets or using credentials thereto, and all such transactions will be considered to have been made personally by you.

4. Loss of Access

   We do not store any credentials associated with your Wallets on our servers. Since these credentials and other Wallet-related information are not backed up, we cannot restore them if they are lost.

5. Release

   We are not liable for any losses or damages, including consequential, incidental, or indirect damages, resulting from the unauthorised use of your Wallets. This includes cases where you fail to maintain the confidentiality of your Wallet credentials. To the maximum extent permitted by applicable law, you hereby release and forever discharge the Gearbox Parties from any and all actions, claims, suits, demands, losses, damages, obligations, or liabilities of any kind, whether known or unknown, arising from or related to the above.

7. User Instructions

1. General

   You are responsible for ensuring that all your User Instructions are complete and accurate. We are not obligated to verify their correctness, accuracy, authenticity, or validity, nor will we be obligated to monitor or reject them for any reason, even if they appear to be duplicates. However, the Platform may automatically reject your User Instructions if they violate its intended logic, or if there are doubts about their accuracy, authenticity, or validity. In such cases, you may be required to take further actions regarding the relevant User Instruction.

2. Submission

   By submitting a User Instruction, you initiate the corresponding transaction, which may result in transferring to or deducting Virtual Assets from your Wallet in accordance with your User Instruction. If your Wallet has insufficient Virtual Assets to complete the transaction, including covering applicable Third-Party Costs, the transaction will not be processed, and the User Instruction may be rejected. User Instructions are irrevocable; once submitted, you have no right to rescind or withdraw them. We make no guarantees that any User Instruction or associated transaction will be completed successfully, within a specific timeframe, or at all.

3. Disclaimers

   By providing a User Instruction, you agree and understand that: (i) your User Instruction is considered unsolicited, i.e. solely initiated by you; (ii) you have not received any advice from us in connection with any User Instruction; and (iii) we do not conduct a suitability review of any User Instruction you submit.

4. Security

   You acknowledge that User Instructions transmitted via the Platform are generally sent over the Internet and may pass through public, transnational networks that are not specifically secured. There is no guarantee regarding the protection against unauthorised access, and you accept the associated risks.

5. Records

   We shall have the right to maintain records of all User Instructions and associated transaction data to ensure the security of the Platform and its users, including fraud prevention, abuse detection, and compliance with legal obligations, where applicable. Our records of all User Instructions shall be conclusive and binding on you for all purposes.

8. Fees, Third-Party Costs, Taxes

1. Platform Fees

   Currently, neither we nor the Platform charge any fees for its use on our behalf. However, we reserve the right to introduce certain fees for the use of the Platform or any of its components at any time at our sole and absolute discretion. If we introduce Platform fees, we will add a notice to this effect on the Platform. However, you hereby agree and acknowledge that it is your sole obligation to review the applicable fees each time you use the Platform.

2. Third-Party Costs

   When conducting transactions through the Platform, you may incur certain Third-Party Costs, which explicitly include the Protocol Fees, Market Fees, and network fees (gas costs). You are solely responsible for all applicable Third-Party Costs, and we bear no liability for them. Depending on the transaction, the Third-Party Costs may be automatically deducted from your Wallet or the Virtual Assets involved in a transaction. We may display Protocol Fees and Market Fees on the Platform, but we do not guarantee that any fees will be displayed, or that any such display will be timely, accurate, complete, or correct. It is your responsibility to independently verify and review any Third-Party Costs associated with your transactions.

3. Taxes

   You are solely responsible for all current and future Taxes applicable to you that may arise from or relate to the transactions made by you through or in relation to the Platform. This includes all Taxes imposed, levied, collected, withheld, or assessed by any state or governmental authority. It is your obligation to manage your tax responsibilities, as failure to do so may result in penalties, fines, or other legal consequences.

9. Content and Intellectual Property

1. All Rights Reserved

   Except as explicitly provided under these Terms or the applicable law, you do not gain any rights in or to the Intellectual Property, which remains fully owned by its respective rights holders, who may restrict its use at any time. You must not obscure, remove, or alter any marks or notices within the Platform. All rights not explicitly granted under the Licence or applicable FOSS Licences remain reserved by the respective rights holders.

2. Licence

   Subject to your compliance with these Terms, you are hereby granted the Licence. The Licence will remain effective until these Terms terminate or expire. Any use of the Platform not expressly permitted under the Licence is prohibited.

3. FOSS Licences

   Any items or components of the Platform distributed under FOSS Licences, if applicable, are not governed by the Licence granted under these Terms. Such items are provided to you solely under the terms of their respective FOSS Licences.

4. User-Generated Content

   You, or the respective right holder, retain the ownership of and all rights to your User-Generated Content, and are solely responsible for it. By sharing your User-Generated Content, you (i) warrant that you own the intellectual property rights to it or have the necessary permissions to use it, and that it complies with these Terms, third-party rights, and applicable laws; and (ii) grant us a non-exclusive, royalty-free, irrevocable, perpetual, sub-licensable, worldwide licence to use, display, reproduce, translate, and distribute it, as well as assign these rights to third parties, in whole or in part. We do not assume any obligation to review, monitor, or remove your User-Generated Content, nor do we make any warranties, expressed or implied, regarding its accuracy, legality, or compliance. However, we may, at any time with or without a prior notice and without any liability, review, adjust, monitor, restrict, or remove any User-Generated Content. Any use of the User-Generated Content is at your own risk, and you are responsible for reviewing and verifying its accuracy.

10. Your Representations and Warranties

By accepting these Terms, you make the following representations and warranties, which must remain true, complete, accurate, and non-misleading at the time of acceptance and throughout your use of the Platform, its components, and engaging with the Communication Channels:

1. Acknowledgement of Terms

   You have read and understood these Terms, have the authority to accept them, enter into a binding legal agreement with us, and meet the obligations these Terms outline.

2. No Conflict

   Acceptance of these Terms will not breach or conflict with any court orders, judgments, or existing agreements or arrangements you are bound by.

3. Approvals or Authorisations

   If and to the extent necessary, all consents, permissions, authorisations, approvals, and agreements from third parties, as well as any required registrations, declarations, or filings with regulatory or governmental authorities, have been unconditionally obtained as of the date you accept these Terms.

4. Third-Party Rights

   Your use of the Platform or your User-Generated Content will not violate any applicable laws, legal judgments, or third party's rights.

5. Entity Representation

   If you are acting on behalf of an entity, you confirm that the entity is properly incorporated, registered, and in good standing in its jurisdiction. The entity is responsible for any breach of these Terms by you or its employees, unless you are personally liable under the law. Additionally, accepting these Terms must not breach or conflict with the entity's organisational documents.

6. Compliance

   Your acceptance of these Terms and use of the Platform is in full compliance with all applicable laws. You will meet all tax obligations arising from or in connection with any transactions made by you, as well as any acquisition, storage, sale, transfer, or other disposal of Virtual Assets.

7. Prohibited Person Status

   You are not a Prohibited Person, nor act on behalf or for the benefit of a Prohibited Person.

8. Authorised Wallet and Asset Use

   Any Wallet you use in relation to the Platform must either be owned by you or used with valid authorisation. All funds or Virtual Assets involved must be owned by you or used with proper authorisation, originate from legitimate sources, and have been lawfully acquired.

9. No Influence or Control

   You acknowledge and understand that neither our actions nor the Platform constitute significant or managerial efforts, nor are they necessary for, or have any effect on, the failure, success, or performance of any Markets or Virtual Assets. You do not rely on or expect to rely on the efforts of any Gearbox Parties, nor will you imply to any Platform user that they should rely on the actions of any Gearbox Parties or the Platform to derive any profit or other benefits.

10. Understanding of Blockchain Technology

    You have sufficient understanding of the functionality, usage, storage, transmission mechanisms, and complexities related to Virtual Assets, Wallets, blockchain-based software, and distributed ledger technology, including blockchain, in general.

11. Transactions

    You are solely responsible for all and any operations and transactions with Virtual Assets or other funds carried out through or in relation to the Platform, as well as for their consequences and outcomes.

12. Participation Expectations

    You understand that your use of the Platform may not meet your expectations, fit for a particular purpose or be beneficial, profitable or suitable for you, and it is your decision whether to use or interact with it. Any expectations of financial gain or other benefits are solely your own responsibility, and we disclaim any liability for any loss or damage incurred from such expectations.

13. Independent Decision-Making

    You will carefully evaluate, check, and verify any content made available to you through the Communication Channels or otherwise, including any Materials and Third-Party Content, before using or relying on it in any way. You must not base any decisions solely on information provided in the Materials.

11. Prohibited Activities

You must comply with the following prohibitions, whether directly or indirectly, when using the Platform or engaging with the Communication Channels:

1. No Disruption and Interference

   Do not disrupt, interfere with, or inhibit others from using the Platform and the Blockchain-Based Infrastructure. Additionally, you are prohibited from engaging in activities that could disable, impair, or harm the Platform and the Blockchain-Based Infrastructure.

2. No Restrictions Circumvention

   Do not circumvent or attempt to bypass any access or functionality restrictions or limitations related to the Platform.

3. No Illegal Use and Harm to Others

   Do not use the Platform or the Communication Channels for illegal purposes, including money laundering, terrorism financing, fictitious trading, market manipulation, price manipulation, or wash trading, or those that are harmful or detrimental to the Gearbox Parties or others.

4. No Market Manipulation

   Do not disrupt or attempt to interfere with ordinary trading or operations, including actions intended to create a false impression of market depth or interest.

5. No Fraudulent Activities

   Do not engage in fraudulent activities, such as providing false, inaccurate, or misleading information to unlawfully acquire funds or property from others.

6. No Harmful or Malicious Activities

   Do not use malware, harmful code, or software, engage in hacker attacks, or exploit any technical glitches, malfunctions, failures, delays, defaults, or security breaches in relation to the Platform and associated Blockchain-Based Infrastructure.

7. No Third-Party Rights Violation

   Do not violate any rights of any third person, including intellectual property rights.

8. No Copyright Infringement

   Subject to the applicable FOSS Licences, do not (i) modify, adapt, or integrate any part of the Platform into another program or application; (ii) disassemble, decompile, reverse-engineer, or attempt to access the source code, object code, or underlying algorithms of the Platform or its components; (iii) copy, replicate, download, store, distribute, transfer, broadcast, publish, alter, sell, lease, sublicense, or create derivative works from any part of the Platform and/or Intellectual Property; and (iv) remove or modify any copyright statements, labels, or licensing information.

9. No Impersonation

   Do not impersonate any person, project, or entity, or misrepresent your affiliation with them in any way. This includes attempting to disguise your identity or the origin of any messages or transmissions sent to us or others.

10. No Harassment and Unlawful Conduct

    Do not engage in, advocate for, or encourage activities involving threats, harassment, or bullying of any kind. Additionally, you must not share User-Generated Content that is offensive, unlawful, discriminatory, sensitive, intended to manipulate a market, spread false or misleading information, or otherwise inappropriate.

11. Good Faith and Lawful Conduct

    Do not act unfairly and contrary to the principle of good faith, nor carry out any other activities that violate any applicable regulations, rules, orders, etc.

12. No Warranties and Representations

Your decision to use the Platform and underlying Blockchain-Based Infrastructure is entirely up to you. We make no express or implied warranties regarding the Platform, Materials, and Blockchain-Based Infrastructure, including any implied warranties of title, non-infringement, integration, merchantability, fitness for a particular purpose, or warranties arising from any course of performance or usage of trade, all of which are expressly denied and disclaimed. Specifically, we expressly deny and disclaim the following warranties:

1. No Warranties About Platform Operation

   There is no warranty that the Platform and/or underlying Blockchain-Based Infrastructure will function as expected, work at all, have specific functionality, or include any particular components.

2. No Warranties About Security or Availability

   There is no warranty that the Platform and/or underlying Blockchain-Based Infrastructure will be secure, error-free, or available at any time or place. They may contain bugs, viruses, or other harmful elements, and there is no assurance they will be protected from hackers, malware, or other attacks. We also do not guarantee that any issues or defects will be fixed.

3. No Warranties About Suitability or Purpose

   There is no warranty that the Platform or any transactions conducted through the Platform or in relation to it will be processed or completed, meet your expectations, serve a particular purpose, or be beneficial or suitable to you.

4. No Warranties About Legal Status of Virtual Assets and Markets

   We do not provide any warranty regarding the legal or juridical status or nature of Virtual Assets, Markets, or their legal or regulatory qualification.

13. Important Disclaimers

1. No Benefits

   Using the Platform does not guarantee any benefits, financial returns, gains, or positive outcomes. Any expectations of financial gain or other benefits are entirely your responsibility, and we are not liable for any losses or damages resulting from such expectations.

2. No Advice

   No part of these Terms or Materials is intended to be, or should be considered, or construed as a business, legal, financial, investment, trading, or any other sort of advice, or advice of a broker regarding any matters to which all or any part of such information relates. Before making any decision, you should consult your own legal, financial, tax, or other professional advisors regarding any such information.

3. No Custody

   We do not provide nor intend to provide any custodial or similar services, custodial solutions, or software, do not act as your agent or representative, and do not control, manage, or custody any of your Virtual Assets or Wallets.

4. No Offer or Solicitation

   No part of these Terms, Platform, and Materials constitutes (i) a prospectus, (ii) offer document, or (iii) an offer, recommendation, or solicitation to buy, sell, or hold investment instruments, securities, or Virtual Assets in any jurisdiction.

5. No Regulated Services

   The Platform is not a regulated or licensed service provider, and is not supervised or authorised by any governmental, regulatory, or supervisory authority. Nothing in these Terms or Materials shall be interpreted or considered as the provision of financial, legal, investment, tax, brokerage, financial advisory, fund management, or any related intermediation services. You are solely responsible for ensuring that your use of the Platform and any transactions with the Virtual Assets comply with the applicable laws, regulations, and other requirements.

6. No Fiduciary Relationship

   To the fullest extent permitted by applicable law, we owe no fiduciary duties to you under these Terms. However, we must act in accordance with these Terms and the implied contractual covenant of good faith and fair dealing, as required by law.

7. No Partnership or Agency

   These Terms do not create any agency relations, partnership, joint venture, or co-operative entity. We and you have no authority to bind each other or make public statements on each other's behalf.

8. Third-Party Content and Services

   When using the Platform, you may encounter Third-Party Content and Third-Party Services. We do not provide any warranties, express or implied, regarding them, nor endorse, recommend, or solicit their use or any interaction with them. Your use of Third-Party Content and Third-Party Services, as well as any interactions with third parties linked to or from the Platform or Materials, are entirely at your own risk.

9. Void Transactions

   Any funds or Virtual Assets misappropriated or obtained through violations of these Terms or the intended functionality of the applicable software, including interference with smart contract operations or attacks, are strictly prohibited. Any related transactions will be deemed null and void from the outset (ab initio), and the involved Virtual Assets may be subject to forfeiture under applicable law.

14. Limitation of Liability

1. Damages

   We are liable only for damages that directly arise from our negligence or wilful misconduct resulting in a breach of our obligations under these Terms. To the fullest extent permitted by the applicable law, the Gearbox Parties shall not be liable for any consequential, incidental, indirect, or punitive damages, including loss of profits, business opportunities, data, goodwill, diminution of value, or business interruptions, regardless of their legal basis.

2. No Personal Liability

   To the fullest extent permitted by law, in no event shall our or Affiliates' officers, directors, employees, consultants, contractors, and shareholders be held personally liable in connection with these Terms and any transaction contemplated hereunder, provided that the foregoing shall not limit our liability as an entity.

3. Liability Cap

   To the fullest extent permitted by law, the total liability of the Gearbox Parties arising from these Terms, whether in contract, tort, breach of duty, or otherwise, including attorney's fees, must not exceed one hundred (100) U.S. dollars or equivalent.

4. No Liability

   To the fullest extent permitted by law, the Gearbox Parties shall not be liable for any losses or damages, regardless of their legal basis (breach of warranty, contract, negligence, strict liability, or tort), even if advised of the possibility of such losses, arising from or caused by: (i) the Third-Party Content and Third-Party Services; (ii) the Blockchain-Based Infrastructure and Virtual Assets, as well as any failure thereof to perform as represented or expected; (iii) any acts, activities, or omissions of the Market Curators, Platform users, or any other third parties that are outside of our direct control; (iv) unauthorised use of your Wallets or any credentials thereto, or your failure to ensure security thereof; (v) any materialised risks described in the Risk Disclosure Statement; and (vi) the Force Majeure Circumstances.

5. Exclusions

   Nothing in these Terms limits liability for gross negligence, fraud, death, or personal injury resulting from negligence, or any other liability that cannot be legally limited.

15. Indemnification

To the fullest extent allowed by law, you agree to indemnify, defend, and hold the Gearbox Parties harmless from any claims, demands, actions, damages, losses, costs, and expenses (including reasonable legal fees) arising from: (i) your violation of (a) these Terms, including providing false representations or warranties, (b) rights of a third party, or (c) applicable laws or regulations; (ii) your use of the Platform; (iii) your acquisition, use, or disposal of Virtual Assets; (iv) your interactions with the Markets and Market Curators; (v) in case you act as a Market Curator, also with respect to your deployment, configuration, and management of Markets; (vi) your User-Generated Content; and (vii) your tax obligations related to the transactions made through or in relation to the Platform. We reserve the right to control the defence of any indemnified claim, at your cost. This indemnity is in addition to any other legal remedies available to us.

16. Communication

1. Communication Terms

   We will send you information concerning these Terms and the Platform electronically, including via the Communication Channels we choose. All such Communications will be deemed valid, in writing, and legally binding, and will be considered delivered to you on the day after they are published or transmitted. You can contact us at legal@gearbox.foundation. We might ask for additional information to verify your identity.

2. Communication Disclaimers

   You shall always carefully assess and verify any information you access or receive via the Communication Channels. You must cross-verify any hyperlinks and Wallet addresses provided through the Communication Channels for authenticity, correctness, and accuracy by cross-referencing them with our other Communication Channels or through our officially designated moderators before relying on or using such information or details, or performing any transactions involving Virtual Assets. Be extra cautious regarding any hyperlinks, Wallet addresses, or instructions on executing blockchain transactions, which are shared only through one Communication Channel. There is always a risk that one or more of our Communication Channels may be compromised, which is a common occurrence in the blockchain space, resulting in unauthorised third parties gaining control over them and posting or sending misleading information in an attempt to steal or gain control over your assets. Accordingly, you hereby assume such risks and the responsibility to reasonably verify and assess any and all information you receive or access through our Communication Channels, at the very least by means mentioned herein. No Gearbox Party shall be held liable or responsible for, or in connection with, your reliance upon or use of unauthentic or misleading information or communications shared through the Communication Channels as a result of our loss of control or their compromise. We hereby disclaim any duty of care with respect thereto and shall not be held liable or responsible for any damages or losses sustained by you in connection with, or resulting from, the compromise of our Communication Channels.

17. Applicable Law and Dispute Resolution

1. Applicable Law

   These Terms, as well as any relationship relating to the Platform, are governed by the laws of England and Wales, excluding any conflict of law rules.

2. Negotiations

   You must first contact us to try to resolve any dispute related to these Terms or the Platform informally by sending a notice via email at legal@gearbox.foundation. If no agreement is reached within thirty (30) days, the dispute may be submitted to arbitration as outlined below.

3. Arbitration

   All disputes arising from or related to these Terms and any matters contemplated herein will be resolved through binding arbitration under the London Court of International Arbitration Rules, which are incorporated by reference herein. The arbitration will take place in London, UK, with a single arbitrator, and the proceedings will be conducted in English. All notices, requests, demands, and communications related to the arbitration must be sent electronically, either via email or through an electronic filing system operated by the London Court of International Arbitration. Electronic communications will be considered received on the day they are transmitted, based on the recipient's time zone.

4. Waiver

   You and we hereby waive your and our respective rights to have any dispute arising from or related to these Terms and any matters contemplated herein resolved in a court, and to a jury trial.

5. Court Proceedings

   If, and only if, a dispute cannot be resolved by the arbitration indicated in these Terms, whether under the law or arbitration rules, such dispute shall be finally settled by the courts of England and Wales.

6. Confidentiality

   To the fullest extent permitted under applicable law, each party involved must maintain the confidentiality of any arbitration, litigation, and negotiation proceedings, judgments and awards, including, but not limited to, all information gathered, prepared, and presented for purposes of the arbitration or related to the disputes.

7. No Class Actions

   To the extent permissible by applicable law, any dispute arising out of or related to these Terms is personal to you and us, and will be resolved solely through individual arbitration, not as part of a class, collective, representative, or private attorney general action or proceeding. You further agree to waive any right for such disputes to be brought, heard, or arbitrated as a class, collective, representative, or private attorney general action or proceeding, to the extent permissible by applicable law. Combining or consolidating individual arbitrations into a single arbitration is not permitted without our prior consent.

8. Statutes of Limitation

   To the extent permitted by law, any claim related to these Terms and the Platform must be filed within one (1) year of the event giving rise to the claim. Claims not filed within this period will be permanently barred, meaning neither you nor we can pursue such claims. This limitation shall not apply to claims based on fraud, fraudulent misrepresentation, or deliberate concealment.

18. Miscellaneous

1. Entire Agreement

   These Terms and any incorporated documents constitute the entire agreement between you and us, superseding all prior and contemporaneous understandings, writings, or promises related to the subject matter of these Terms. You acknowledge and confirm that you will not rely on and have no remedies in respect of any warranty, statement, promise, assurance, or statement (whether made innocently or negligently) that is not set out in these Terms.

2. Third-Party Beneficiaries

   These Terms will benefit the Gearbox Parties, and any of them may rely on and enforce the provisions of these Terms as if they were a party to these Terms. However, no consent, approval, or notice from the Gearbox Parties is required to modify, assign, novate, or otherwise change these Terms. Except as otherwise provided herein or under the applicable law, there shall be no other third-party beneficiaries to these Terms.

3. No Waiver

   Our failure or delay in exercising any right or remedy under these Terms or applicable law does not constitute a waiver of that or any other right or remedy. It also does not preclude or limit the further exercise of that or any other right or remedy. Similarly, any single or partial exercise of a right or remedy does not preclude or limit its further exercise or the exercise of any other right or remedy.

4. Language

   Currently, only the English version of these Terms, Materials, and any communications is considered official. The English version shall prevail in case of differences in translation of any Materials, communications, or other content.

5. Assignability

   You may not assign or transfer any rights or obligations under these Terms without our prior written consent. We may transfer or assign these Terms and our rights and obligations hereunder at any time without your consent.

6. Validity and Enforceability

   The invalidity or unenforceability of any provision or part-provision of these Terms shall not affect the validity or enforceability of any other provisions of these Terms, all of which shall remain in full force and effect.

7. Survival

   Provisions hereof construed to survive the termination of these Terms shall survive any expiry or termination of these Terms, regardless of reason.

19. Interpretation

1. Definitions

   In these Terms, unless the context requires otherwise, the terms shall have the following meaning:

   "Affiliate" means a person controlling, controlled by, or under the same control as us.

   "Blockchain-Based Infrastructure" means the Protocol, Markets, Smart Contracts, and their underlying blockchain networks, as well as any software deployed on the blockchain that is accessible through the Platform or with which the Platform interacts.

   "Consumer" means a natural person using services, making deals or transactions for personal or household purposes as defined under the applicable legislation, i.e. for certain purposes that are wholly or mainly outside their trade, business, craft, or profession.

   "Communications" means any communications, agreements, documents, receipts, notices, and disclosures related to these Terms.

   "Communication Channels" means the Platform and other social media accounts and communication channels belonging to us or Affiliates, as may be linked to in the Platform from time to time.

   "FOSS Licence" means a free and open-source software licence that allows for editing, modifying, or reusing software's source code.

   "Force Majeure" means any circumstances that are out of our control interfering the performance hereof, which include, without limitation, acts of God, natural disasters, wars, riots, terrorism, government actions, epidemics, software problems, blockchain issues and technical failures, such as blockchain vulnerabilities, software bugs, 51% attacks, loss or theft of Virtual Assets as a result of an attack, including hacker, malware, or other attack, power outages, equipment or software malfunctions, misconduct or inactions of Third-Party Service providers or other third parties, etc.

   "Gearbox" "we", "our", "us" means Gearbox Foundation, a company operating the Platform.

   "Gearbox Parties" means us, Affiliates, and shareholders, directors, officers, employees, agents, advisors, contractors, successors, and assignees of both us and Affiliates.

   "GEAR DAO" means, collectively, the holders of GEAR blockchain tokens from time to time, who exercise governance by authorising a limited set of governance actions in respect of the Protocol.

   "Intellectual Property" means any copyrighted content, names of services and products, logotypes, trademarks and other marks, designs, drawings, pictures, animations, works of authorship, etc., which may be demonstrated within the Platform, contained in the Materials, or otherwise made available to you.

   "Licence" means a limited, temporary, non-transferable, non-exclusive, revocable, non-sublicensable licence (right) to access and use the Platform for its intended purposes on the terms herein set forth and for the duration of these Terms.

   "Market" means a Smart Contract or a set of interconnected Smart Contracts deployed by a Market Curator through the Protocol, which enables the initiation and execution of specific blockchain transactions involving Virtual Assets.

   "Market Curator" means a person that creates, configures, and manages a Market.

   "Market Fees" means certain fees that are charged by the Market or in connection with its use.

   "Market Strategy" means a certain configuration of Market parameters set by the Market Curator, as may be amended from time to time, which determines execution of specific transactions in or involving the Market.

   "Market Terms" means a legal agreement or similar instrument provided by a Market Curator, which governs the use of, and other interaction with, the Market, and legal relationship between the Market Curator and users of such Market.

   "Materials" means any information, statements, announcements, data, content, and other materials provided via the Communication Channels, or otherwise communicated by us or on our behalf in relation to the Platform, Protocol, or Smart Contracts.

   "Platform" means the Website and any web-based interface solutions provided by us from time to time for interaction with the Protocol and Markets, including: (i) the Gearbox App, accessible at https://app.gearbox.finance, which enables your interaction with certain Markets, and (ii) permissionless interface and permissionless safe, which enable your interaction with the Protocol in a Market Curator capacity; together with associated software that may be from time to time provided by us or our Affiliates, but expressly excluding the Blockchain-Based Infrastructure.

   "Prohibited Person" means any individual or legal entity that is: (i) a citizen, national, resident, or organised under the laws of, or located or ordinarily resident in the United States of America and its territories (including American Samoa, Guam, Puerto Rico, the Northern Mariana Islands, and the U.S. Virgin Islands), or any country or territory that is the subject of comprehensive, country-wide or territory-wide sanctions administered or enforced by the government of the Cayman Islands, the United Kingdom, the United States, the European Union, any EU member state, or any other applicable governmental or international authority; or (ii) listed on, or otherwise directly subject to, any sanctions-related list of restricted persons maintained by any of the foregoing authorities, including but not limited to the United Nations, the Cayman Islands Financial Reporting Authority (FRA), U.S. Office of Foreign Assets Control (OFAC) Specially Designated Nationals and Blocked Persons List, the UK Sanctions List, the EU Consolidated List, or similar.

   "Protocol" means the Gearbox decentralised blockchain protocol, which consists of a system of Smart Contracts deployed on the Ethereum mainnet and, from time to time, on other blockchain networks, together with such other modules and software as are integral to, or required for, its operation, which enable and are designated for the creation, deployment, and management of Markets.

   "Protocol Fees" means certain fees included in the Market Fees that are charged by the Protocol and allocated to the GEAR DAO, as may be described in the Materials and demonstrated on the Platform.

   "Rewards" means points, Virtual Assets, coins, or other items that may be accrued in connection with the use of the Protocol, Platform, or Markets.

   "Risk Disclosure Statement" means the risk disclosure statement provided by us in connection with the Platform, currently available at https://gearbox.finance/risks, as may be amended, updated, or replaced from time to time, which forms an integral part of these Terms.

   "Smart Contracts" means public, autonomous, binding, and self-executing contracts (smart-contracts) deployed on blockchain networks.

   "Taxes" means any income, earnings, capital gains, sales, use, value-added, withholding, export and import and similar taxes, customs duties, charges or payments.

   "Terms" means these Gearbox Terms of Service, together with any documents incorporated herein by reference, as may be amended from time to time.

   "Third-Party Content" means any content, information, materials and items provided by any person other than we, including User-Generated Content, the description of, links to, or elements of the Third-Party Services, and any information produced or derived from the Third-Party Services or other third-party sources.

   "Third-Party Services" means any products, services, software, items, or solutions provided by any person other than us, or provided autonomously and permissionlessly, including but not limited to certain Blockchain-Based Infrastructure, oracles, security audit providers, Virtual Assets, Wallets, and software or hardware wallets.

   "Third-Party Costs" means any costs, fees, or expenses that are charged by third parties or third-party technologies, including, for example, blockchain gas costs, Protocol Fees, Market Fees, as well as other commissions and fees related to or charged by the Third-Party Services.

   "Tooling Catalogue" means the smart contracts and related components within the Protocol that function as a registry of tools and configurations available to Market Curators for assembling, deploying, and managing Markets, including for example price feeds, bytecode, and Third-Party Service integrations.

   "User-Generated Content" means any comments, suggestions, recommendations, feedbacks, statements, announcements, data, documents, visual or audiovisual materials, copyrighted content, as well as other materials posted, created, or furnished by you through or in relation to the Platform and/or Communication Channels, including the Market Terms.

   "User Instruction" means any instruction, request, or order you submit via the Platform, including those related to initiating and executing transactions.

   "Virtual Assets" means cryptocurrencies and other digital tokens implemented on a public blockchain network, such as, for example, USD Tether (USDT), USD Coin (USDC), Bitcoin (BTC), Ether (ETH), Wrapped BTC (WBTC), and so forth.

   "Wallet" means a pair of public and private cryptographic keys which can be used to track ownership of, receive, manage, and spend Virtual Assets on a blockchain network.

   "Website" means the website available at https://gearbox.finance, including any of its subdomains.

   "you", "your" means a person who accepts these Terms; if you are acting on behalf of an entity, "your" and "you" shall refer to both you as an individual using the Platform, and the entity on whose behalf you are acting.

2. Rules of Interpretation

   Unless the context requires otherwise, references to one gender include all genders; singular includes plural and vice versa; terms like "including", "in particular", or "for example" are illustrative and shall not limit the sense of the following words; Section headings do not affect interpretation hereof; these Terms will not be construed to our disadvantage for preparing them. The terms "investment", "investor", "invest", "returns", "interest", "collateral", "credit," "leverage," "derivative," "borrow", "lend," "yield," and other similar terms, as may be used within the Platform or in the Materials, are not meant to be interpreted literally. Rather, such terms are being used to draw rough, fuzzy-logic analogies between the heavily automated and mostly deterministic operations of decentralised Smart Contracts and the discretionary performance of traditional off-chain transactions. When you access and use the Protocol or other Smart Contracts, there are no legal agreements, promises of payment, or courts of law, and therefore there are no investments, or other traditional transactions involved.