TERMS OF USE
Last updated: 05.08.2025
Version: 2.1
Previous Version
Terms Statement
These Terms of Use (the “Terms,”) govern the user’s (“user,” “you,” and “your”) access to and use of the website located at https://www.opendelta.com (the “Platform”) and the OpenDelta application accessible at https://app.opendelta.com, including any of their subdomains (the “App”, and collectively with the Website, the “Platform”), as well as the Materials and Communication Channels, whether accessed via computer, mobile device, or otherwise, which are published, owned, and operated by OPEN DELTA DAO LLC, a legal person registered under the laws of the Republic of Marshall Islands (“Company,” “we,” “us,” and “our”).
By accessing and using the Platform, engaging with the Communication Channels or reviewing the Materials, you acknowledge that you have read, understood and agreed to be bound by all the terms and conditions stipulated in these Terms without modifications and reservations, as well as our Privacy Notice.
In case you have any questions relating to these Terms or the Platform, please contact us using the following email address: info@opendelta.com.
1. Conditions of Use
As a condition to accessing or using the Platform, Communication Channels, or Materials, you represent and warrant that:
If you are an individual, then you are of legal age in the jurisdiction in which you reside, and you have the legal capacity to enter into these Terms and be bound by them.
If you are an entity, then you must have the legal authority to accept these Terms on that entity's behalf, in which case "you" (except as used in this paragraph) will mean that entity.
You are not a resident, national, or agent of any country to which the Republic of Marshal Islands, United States, the United Kingdom, or the European Union embargoes goods or imposes similar sanctions (the “Restricted Person”).
You are not subject to economic or trade sanctions administered or enforced by any governmental authority; or otherwise, you are not a member of any sanctions list or equivalent maintained by the Republic of Marshal Islands government, the United States government, the United Kingdom government, the European Union, or the United Nations, including without limitation the U.S. Office of Foreign Asset Control Specifically Designated Nationals and Blocked Person List (the “Sanctioned Person”).
You do not intend to transact with any Restricted Person or Sanctioned Person.
Your access is not (a) prohibited by and does not otherwise violate or assist you in violating any domestic or foreign law, rule, statute, regulation, by-law, order, protocol, code, decree, letter, or another directive, requirement, guidance, or guideline, published or in force that applies to or is otherwise intended to govern or regulate any person, property, transaction, activity, event or other matter, including any rule, letter, order, judgment, directive or other requirements, guidance, or guideline issued by any domestic or foreign federal, provincial or state, municipal, local or other governmental, regulatory, judicial or administrative authority having jurisdiction over us or you as otherwise duly enacted, enforceable by law, the common law or equity (the “Applicable Laws”); or (b) contribute to or facilitate any illegal activity.
You understand that buying, selling, holding, or using Virtual Assets involves significant risks, as their prices can change rapidly. The legal status of Virtual Assets is uncertain, and activities involving them may violate laws or regulations of your jurisdiction. You should seek appropriate professional advice before making any decisions regarding Virtual Assets or related transactions.
As a condition to accessing or using the Platform, you acknowledge, understand, and agree to the following:
From time to time, the Platform may be inaccessible or inoperable for any reason, including: (a) equipment malfunctions; (b) periodic maintenance procedures or repairs that we or any of our suppliers or contractors may undertake from time to time; (c) causes beyond our control or that we could not reasonably foresee; (d) disruptions and temporary or permanent unavailability of underlying blockchain infrastructure; or (e) unavailability of Third-Party Services providers or external partners for any reason.
We reserve the right to disable or modify access to the Platform (such as restricting features of the Platform) at any time in the event of any breach of these Terms, including, if we reasonably believe any of your representations and warranties may be untrue or inaccurate, and we will not be liable to you for any losses or damages you may suffer as a result of or in connection with the Platform being inaccessible to you at any time or for any reason.
The Platform may evolve, which means we may apply changes, replace, or discontinue (temporarily or permanently) the Platform at any time at our sole discretion.
The pricing information and other data provided on the Platform do not represent an offer, a solicitation of an offer, or a recommendation to enter into a transaction with us.
We do not act as an agent for you or any other user of the Platform.
We do not provide any legal, financial, and/or investment advice.
We owe no fiduciary duties or liabilities to you or any other party, and to the extent any such duties or liabilities may exist at law or in equity, you hereby irrevocably disclaim, waive, and eliminate those duties and liabilities.
You are solely responsible for reporting and paying any taxes applicable to your use of the Platform and any transactions made through or in relation to the Platform, if any.
We have no control over, or liability for, the delivery, quality, safety, legality, or any other aspect of the blockchain networks or any Virtual Assets.
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.
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.
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.
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.
You acknowledge and confirm that neither our actions nor the Platform constitute any significant or managerial efforts, nor are they necessary for, or have any effect on, the failure, success or performance of any Virtual Assets.
By using the Platform, you agree that you will not:
Use the Platform in any manner that could damage, disable, overburden, or impair the Platform or interfere with any other party’s use of the Platform.
Attempt to gain unauthorized access to any Platform account or computer systems, or networks associated with the Company or the Platform.
Obtain or attempt to obtain any materials or information through the Platform by any means not intentionally made available or provided by the Company.
Use any robot, spider, or other automatic device, process or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform.
Introduce any virus, Trojan horse, worm, logic bomb, or other material which is malicious or technologically harmful.
Attack the Platform via a denial-of-service attack or a distributed denial-of-service attack.
Impersonate or attempt to impersonate the Company, a Company employee, an Affiliate, another user or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).
Licence, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Platform, whether in whole or in part, or any content displayed on or provided by the Platform.
Modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Platform.
Access the Platform in order to build a similar or competitive website, product, or service.
Misrepresent, with omission or otherwise, the truthfulness, sourcing or reliability of any content on the Platform.
Violate any Applicable Laws, including any relevant and applicable anti-money laundering and anti-terrorist financing laws and sanctions programs.
Use or access the Platform to transmit or exchange Virtual Assets that are the direct or indirect proceeds of any criminal or fraudulent activity, including terrorism or tax evasion.
Attempt to circumvent any content-filtering techniques, security measures or access controls of the Platform, including through the use of a VPN.
Encourage or induce any third party to engage in any of the activities prohibited under these Terms.
Engage in fraudulent activities, including providing false, inaccurate, or misleading information to unlawfully obtain Virtual Assets, funds, or property.
Act unfairly and contrary to the principle of good faith, or carry out any other activities that violate any applicable regulations, rules, orders, etc.
2. Platform and Underlying Infrastructure
a. General
The Platform’s functionality and features may be outlined in the Materials or communicated by us or on our behalf via the Communication Channels. Generally, the Platform allows you to interact with the Smart Contracts, which facilitate swapping, staking, and executing other related transactions involving Virtual Assets. Our role is strictly limited to operating, providing, and maintaining the Platform, which grants access to the Smart Contracts that execute all respective transactions.
b. Platform
While the Platform interacts with the Smart Contracts, the Platform does not form a part of the Smart Contracts and serves exclusively as a mere web-based independent interface to access and interact with them. Since the Smart Contracts are open sourced, there might be other interfaces enabling interaction with the Smart Contracts that have no connection to or affiliation with us. We only provide the Platform and are not responsible for nor involved in the operation of the Smart Contracts or any third-party web-interfaces providing access thereto.
c. Smart Contracts
The Smart Contracts are, normally, decentralised, have no central operator and consist of open-sourced, autonomous and self-executable software implemented on the public blockchain network(s). This means that any interaction with and use of the Smart Contracts shall be governed by the respective software comprising the Smart Contracts. As an open-source software, the Smart Contracts and their source code may be reviewed, verified, and used by anyone (subject to the terms of the applicable FOSS Licences). We do not control or operate the Smart-Contracts’ underlying blockchain networks and any software through which such networks are formed. Any malfunction, breakdown or abandonment of the underlying blockchain network(s) or the Smart Contracts may have a material adverse effect on the Platform. By using or otherwise interacting with the Smart Contracts, you agree to the automatic processing of transactions in accordance with the applicable parameters configured within them. In the event of a conflict between these Terms and the Smart Contracts, these Terms shall prevail for legal and judicial matters, while the Smart Contracts and terms embedded therein will take precedence in governing transactions involving Virtual Assets. You should carefully and thoroughly review and assess the Smart Contracts and related software before you use them. Any such use shall be at your own risk and discretion.
d. Intended Software Logic
You are required to comply with the intended logic of the Platform, Smart Contracts, and their underlying software. Bugs, flaws in logic, and other vulnerabilities are not part of their intended operation. Exploiting bugs, flaws, or vulnerabilities in the Platform, Smart Contracts, or associated software, regardless of purposes or circumstances, is strictly prohibited, and any such transactions will be considered void and null ab initio; relevant acts, including those harming other users, may be treated as criminal or other offences under the Applicable Laws. Funds acquired through violation of the intended logic of the Platform, Smart Contracts, or their underlying software, taking advantage of flaws, bugs, errors, or vulnerabilities therein will be deemed unlawfully obtained, and may be further subject to forfeiture under the Applicable Laws or other adverse consequences.
e. Fees and Third-Party Costs
We reserve the right to introduce certain fees for the use of the Platform at any time and at our sole discretion. In this case, you must settle all applicable fees as instructed on the Platform or otherwise by us. Certain fees may be automatically deducted from your Wallet connected to the Platform or the Virtual Assets involved in a transaction, and you authorise us to do so. Also, when conducting transactions through the Platform, you may incur certain Third-Party Costs. You are solely responsible for these Third-Party Costs, and we bear no liability for them. It is your responsibility to independently verify and review any Third-Party Costs associated with your transactions.
f. Materials and Other Data
The Platform may display third-party information, including information related to blockchain networks, Virtual Assets and related technology, such as blockchain transactions, statistics, and price information. The Materials and information on the Platform are for informational purposes only, and we do not guarantee their accuracy, completeness, or usefulness. You are solely responsible for any actions you take based on such information. We reserve the right to modify, suspend, or discontinue the availability of this data at any time, without notice or liability to you.
3. Staking
a. General
You may be able to stake (lock) the designated Virtual Assets in specific Smart Contracts to receive Staking Rewards, if available. To stake, unstake, or claim Staking Rewards, you will need to interact with the relevant Smart Contracts. This can typically be done through the Platform’s interface, which facilitates access to and interaction with those Smart Contracts. The rules, eligibility requirements, limitations, and other conditions applicable to staking and staked Virtual Assets are set by us at our sole and absolute discretion. They may be modified or updated at any time without prior notice or liability. If the staking functionality requires the Virtual Assets to be locked for a defined period, you will not be able to access, use, withdraw, or claim those Virtual Assets until that period expires. Staking may not be suitable or beneficial for you. You are solely responsible for evaluating whether to stake your Virtual Assets, as well as the terms under which you do so. You acknowledge and agree that we do not store, manage, or custody any Virtual Assets that you choose to stake, and we do not have access to or control over them.
b. Staking Rewards
Any Staking Rewards or other staking parameters displayed on the Platform are provided for informational purposes only. They are estimates—approximate and non-binding—and are not guaranteed. They may change based on the past or expected performance of Virtual Assets, staking programs, blockchain networks, or other factors. Staking Rewards are dynamic and may fluctuate over time. The actual amount you receive may vary depending on several factors, including, but not limited to, the number of participants in the staking program, the total amount of Virtual Assets staked, staking duration, and applicable conditions. The allocation terms, calculation methods, and other parameters related to Staking Rewards may be modified, and any Staking Rewards themselves may be suspended or terminated at any time, without prior notice and without any liability on our part. We do not represent or warrant that Staking Rewards will meet your expectations or correspond to any figures displayed on the Platform. Until received by you, any Staking Rewards remain personal and non-transferable. Staking Rewards do not entitle you to any returns, passive income, interest, or similar benefits, nor do they grant ownership, stakes, shares, securities, revenue rights, intellectual property rights, or any other form of participation with respect to the Company, its Affiliates or the Platform.
c. Distribution of Staking Rewards
To receive Staking Rewards, you must follow the instructions displayed on the Platform or as otherwise communicated to you. They may have limited claim periods, and if you fail to claim or collect them within the specified timeframe, your right to receive those Staking Rewards will automatically cease, and they will be forfeited. We shall not be responsible or liable for your failure or inability to claim or withdraw any Staking Rewards from a properly configured interface or Smart Contract, if applicable. Staking Rewards will not be distributed if doing so would violate any Applicable Laws or government orders applicable to us, you, the Platform, or the respective Staking Rewards.
4. Swapping
a. General
You may be able to swap Virtual Assets by using Smart Contracts, software and tools provided by the Third-Party Services providers. The Platform’s interface provides only an estimated price for transactions, but the final price may differ, as it is determined by the relevant Smart Contracts or Third-Party Service providers, which operate independently of the Platform. There are no warranties that the price or transaction will be suitable for you, or that the transaction will be executed at all, as these factors are beyond our control. You acknowledge and agree that once your order or transaction is executed, it is final, irreversible, and cannot be cancelled.
b. Non-Party Status
We and the Platform are not involved in any swapping transactions. The swap functionality is provided and operated by the Third-Party Service providers. We do not assume any responsibility or liability for any disputes or issues that may arise from such transactions. All legal obligations and relationships related to the swap exist exclusively between you and the respective counterparty.
5. Points
a. Earning Points
While using the Platform, you may earn Points by participating in and/or completing certain tasks, quests, or other activities. Participation in these activities is entirely voluntary and intended to offer a fun and engaging experience. It does not guarantee the earning of any Points, benefits, or specific outcomes. Even if you do earn Points, we make no assurances about their value, profitability, or potential use. We reserve the right to cancel any Points and/or related activities, or modify their rules, parameters, or requirements at any time, with or without notice and without any liability. You are required to follow all rules, requirements and limitations applicable to any Points and each related activity. Any attempt to circumvent, bypass, or otherwise violate these rules is prohibited.
b. Points
Unless otherwise expressly permitted by us, all Points are personal and non-transferable. If we determine so, certain Points may be permanently non-transferable, and we are not obligated to assign them any value, price, utility, or functionality. Typically, Points neither entitle you to receive any return, passive income, interest, or other benefits, nor do they grant any ownership right or stake, security, share in revenue, intellectual property rights or any other form of participation in or relating to us, Affiliates or the Platform.
c. Parameters and Requirements
Any terms and parameters of Points and associated activities, including their allocation, calculation, and distribution, are determined solely at our discretion. To receive Points, you may need to meet specific requirements or conditions within a set time frame, if applicable. Whether these requirements or conditions have been met will be determined by us at our sole discretion. Any such determination shall be final, with or without a notice to you, and cannot be disputed by you. We reserve the right to change, adjust, or cancel any Points and/or related activities or features at any time, with or without notice, and without any liability to you.
d. Distribution of Points
To receive Points, you must follow the instructions displayed on the Platform or as otherwise communicated to you. Certain Points may have limited claim periods, and if you cannot be reached, are ineligible, or fail to claim or collect them within the specified timeframe, your right to receive those Points will automatically cease, and they will be forfeited. We shall not be responsible or liable for your failure or inability to claim or withdraw any Points from a properly configured interface or Smart Contract, if applicable. At our sole discretion, Points may also be distributed to you directly through any method we deem appropriate. However, Points will not be distributed if doing so would violate any Applicable Laws or government orders applicable to us, you, the Platform, or the respective Points.
6. Wallets
a. General
When using the App, 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 nor shall be held liable or responsible in connection therewith. When using them, you should carefully review their applicable terms and policies.
b. 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; (iii) keeping your Wallet credentials confidential and ensuring their proper use; and (iv) all transactions made through your Wallets or using credentials thereto, and all such transactions will be considered to be made personally by you.
c. 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 us 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. Licence
Each user, subject to their eligibility, acceptance, and adherence to these Terms, is hereby granted a personal, revocable, non-exclusive, non-transferable, non-sublicensable licence to view, access, and use the Platform in accordance with these Terms. Platform items or components distributed under the FOSS Licences are not covered by the aforementioned licence and are provided to you under the terms of the applicable FOSS Licences. Your access to and use of the Platform must comply with the terms of the licence granted hereunder and any applicable FOSS Licences.
8. No Partnership, Advice or Fiduciary Duties
Nothing herein constitutes legal, financial, business, or tax advice, and you are strongly advised to consult an advisor(s) before engaging in any activity in connection herewith. All information provided by the Platform is for informational purposes only and should not be construed as professional advice. You should not take, or refrain from taking, any action based on any information contained on the Platform or any other information that we make available at any time, including, without limitation, blog posts, articles, links to the Third-Party Content, discord content, news feeds, tutorials, tweets, and videos. The Terms are not intended to, and do not, create or impose any fiduciary duties on us. Nothing in these Terms is intended to, or shall be interpreted as, establishing any partnership, joint venture, agency, or employment relationship.
9. Proprietary Intellectual Property Rights
We or the respective right holders reserve all rights, names, logos, and other marks used on the Platform or Materials, including, without limitation, any copyrights in and to any content, code, data, or other materials that you may access or use on or through the Platform or Materials.
Your use of or access to the Platform or Materials does not grant you any ownership or other rights therein, the Platform or Materials may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in any way, and you agree not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, or create derivatives without our express written consent.
We may use, display, reproduce and share your comments, bug reports, ideas, or other feedback that you may provide, including suggestions about how we might improve, and you hereby grant us a non-exclusive, royalty-free, irrevocable, perpetual, sub-licensable, worldwide licence for these purposes. You agree that we are free to use or not use any feedback we receive from you as we see fit, including copying and sharing such feedback with third parties, without any obligation to you.
10. Third-Party Content and Services
We may place the Third-Party Content on the Platform. You agree that it is not rendered or owned by us, and your use of websites and services mentioned in this Third-Party Content is subject to separate terms and conditions between you and the relevant service provider. We are not responsible for the Third-Party Services, including, but not limited to, their accuracy, security, availability or performance, and do not endorse, recommend, or solicit their use or any interaction with them. You acknowledge that in any case, you will hold us harmless against any claim, arising out of any damages or losses incurred by or in connection with the utilization of Third-Party Services. 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.
11. Disclosures and Disclaimers
a. No Warranties
We are the operator of the Platform. We do not operate or control blockchain networks and technology. The Platform and Materials are provided on an “AS IS” and “AS AVAILABLE” basis, and we expressly disclaim, and you hereby waive, any representations, conditions, or warranties of any kind, whether express or implied, legal, statutory or otherwise, or arising from statute, otherwise in law, course of dealing, or usage of trade, and whether or not known or discoverable, including the implied or legal warranties and conditions of merchantability, merchantable quality, quality or fitness for a particular purpose, title, security, availability, reliability, accuracy, quiet enjoyment and non-infringement of third party rights. Without limiting the foregoing, we do not represent or warrant that the Platform (including any data relating thereto) will be uninterrupted, available at any particular time, or error-free. Further, we do not warrant that errors in the Platform are correctable or will be correctable.
You acknowledge that data you provide while accessing or using the Platform may become irretrievably lost or corrupted or temporarily unavailable due to a variety of causes, and agree that, to the maximum extent permitted under the Applicable Laws, we will not be liable for any loss or damage caused by denial-of-service attacks, software failures, viruses or other technologically harmful materials (including those which may infect your computer equipment), protocol changes by Third-Party Services providers, Internet outages, force majeure events or other disasters, scheduled or unscheduled maintenance, or other causes either within or outside of our control.
b. 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.
c. 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.
d. No Regulated Services
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, regulatory and other requirements.
e. 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.
12. Risks
By accessing or using the Platform, you understand and agree to 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 the complete loss of your Virtual Assets, and you are solely responsible for that. You must not access or use the Platform or Materials, or carry out any transactions if you cannot accept these risks.
13. Limitation of Liability
WE ARE LIABLE ONLY FOR DAMAGES THAT DIRECTLY ARISE FROM BREACH OF OUR OBLIGATIONS UNDER THESE TERMS OR APPLICABLE LAWS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL (I) THE COMPANY (OR OUR AFFILIATES) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY OTHER INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE PLATFORM, COMMUNICATION CHANNELS, MATERIALS, CONTENT OR INFORMATION ACCESSED VIA THE PLATFORM, OR ANY DISRUPTION OR DELAY IN THE PERFORMANCE OF THE PLATFORM, OR THE SERVICE EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (II) OUR TOTAL LIABILITY ARISING FROM THESE TERMS, WHETHER IN CONTRACT, TORT, BREACH OF DUTY, OR OTHERWISE, INCLUDING ATTORNEY’S FEES, EXCEED THE GREATER OF (A) ONE HUNDRED (100) U.S. DOLLARS OR EQUIVALENT, OR (B) THE AMOUNTS PAID AND/OR PAYABLE BY YOU TO US IN CONNECTION WITH THE PLATFORM IN THE SIX (6) MONTH PERIOD PRECEDING THE APPLICABLE CLAIM; AND (III) OUR OR OUR AFFILIATES’ OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AND SHAREHOLDERS BE HELD PERSONALLY LIABLE IN CONNECTION WITH THESE TERMS AND ANY TRANSACTIONS CONTEMPLATED HEREUNDER; PROVIDED THAT THE FOREGOING SHALL NOT LIMIT OUR LIABILITY AS AN ENTITY.
ACCESS TO, AND USE OF, THE PLATFORM, COMMUNICATION CHANNELS, OR MATERIALS IS AT YOUR OWN DISCRETION AND RISK. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
14. Indemnification
You will defend, indemnify, and hold harmless us, our Affiliates, members, managers, employees, attorneys, representatives, suppliers, and contractors from any claim, demand, lawsuit, action, proceeding, investigation, liability, damage, loss, cost or expense, including without limitation reasonable attorneys' fees, arising out of or relating to (a) your use of or conduct in connection with the Platform, Communication Channels or Materials; (b) your violation of these Terms; (c) your misuse of the Platform; (d) your violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental authorities; (e) your violation of the rights of any third party, including any intellectual property right, publicity, confidentiality, property, or privacy right; (f) your use of the Third-Party Services; and (g) any misrepresentation made by you.
We reserve the right to assume, at your expense, the exclusive defence, and control of any matter subject to indemnification by you. You agree to cooperate with our defence of any claim. You will not, in any event, settle any claim without our prior written consent.
15. Governing Law
The interpretation and enforcement of these Terms, and any dispute related to these Terms or the Platform, shall be governed by and construed and enforced under the laws of England and Wales.
16. Dispute Resolution; Arbitration Agreement; Class Action Waiver
If you have any dispute or claim arising out of or relating in any way to the Platform, Communication Channels, Materials, or these Terms, you must send an email to the address mentioned in the Terms Statement to resolve the matter via an informal, good faith negotiation process.
If that dispute or claim is not resolved within 60 days of sending such an email, then you agree that any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause.
The arbitration shall be held before a single arbitrator and shall be conducted in London, in the English language, on a confidential basis. The governing law of the contract shall be the substantive law of England and Wales. Any award made by the arbitrator may be entered in any court of competent jurisdiction as necessary. This section shall survive termination of these Terms, the Platform, or any connection you may have to the Materials or information you obtained from the Platform.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT ANY PROCEEDING TO RESOLVE ANY DISPUTE, CLAIM, OR CONTROVERSY WILL BE BROUGHT AND CONDUCTED ONLY IN THE RESPECTIVE PARTY’S INDIVIDUAL CAPACITY AND NOT AS PART OF ANY CLASS (OR PURPORTED CLASS), CONSOLIDATED, MULTIPLE-PLAINTIFF, OR REPRESENTATIVE ACTION OR PROCEEDING (“CLASS ACTION”). YOU AGREE TO WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION. YOU EXPRESSLY WAIVE ANY ABILITY TO MAINTAIN A CLASS ACTION IN ANY FORUM. IF THE DISPUTE IS SUBJECT TO ARBITRATION, THE ARBITRATOR WILL NOT HAVE THE AUTHORITY TO COMBINE OR AGGREGATE CLAIMS, CONDUCT A CLASS ACTION, OR MAKE AN AWARD TO ANY PERSON OR ENTITY NOT A PARTY TO THE ARBITRATION. FURTHER, YOU AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS FOR MORE THAN ONE PERSON’S CLAIMS, AND IT MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS ACTION.
To the fullest extent permitted by law, you and we agree that any claim arising from or related to these Terms, the Platform, Communication Channel, or Materials 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.
17. General Information
a. Privacy Notice
Please refer to our Privacy Notice for information about how we collect, use, share, and otherwise process information about you.
b. 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.
c. Communications
We may 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 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 or 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. We shall not 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.
d. Modification
We may revise these Terms from time to time. We will notify you by updating the date at the top of these Terms and maintaining a current version. All modifications will be effective when they are posted. By continuing to access or use the Platform after those revisions become effective, you agree to be bound by the revised Terms.
e. Rights and Remedies
Any of our rights or remedies set forth in these Terms is in addition to, and not in lieu of, any other right or remedy whether described in these Terms, under Applicable Law, at law, or in equity. Our failure or delay in exercising any right, power, or privilege under these Terms shall not operate as a waiver thereof.
f. Validity and Enforceability
The invalidity or unenforceability of any of these Terms shall not affect the validity or enforceability of any other of these Terms, all of which shall remain in full force and effect.
g. Force Majeure
We will have no responsibility or liability for any failure or delay in the performance of the Platform, or any loss or damage that you may incur, due to any circumstance or event beyond our control, including without limitation any flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, or equipment or software malfunction, blockchain vulnerabilities, 51% attacks, loss or theft of Virtual Assets as a result of an attack, including hacker, malware, or other attack, power outages, misconduct or inactions of Third-Party Service providers or other third parties, etc.
h. Assignability
You may not assign or transfer any right to use the Platform, or any of your rights or obligations under these Terms, without our express prior written consent, including by operation of law or in connection with any change of control. We may assign or transfer any or all of our rights or obligations under these Terms, in whole or in part, without notice or obtaining your consent or approval.
18. Definitions
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; investment and financial terms like “investment”, “invest”, “investor”, “yield” or “returns” that may be used on the Platform or in the Materials are analogies for smart-contract operations, not literal references to legal agreements or traditional transactions. When using 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.
The capitalised terms used in these Terms and rules of interpretation are defined below. Certain terms may be defined throughout the text.
“Affiliate” means a person controlling, controlled by, or under the same control as us.
“Communications” means any communications, agreements, documents, receipts, notices, and disclosures related to these Terms.
“Communication Channels” means the Platform, our X (Twitter) account, and other communication channels belonging to us or our affiliates, as may be linked to on the Platform from time to time.
“Forward-Looking Statements” means certain opinions, forecasts, projections, future plans, or other statements that are not historical facts, including development plans, performance projections, future functionality of the Platform, Virtual Assets, or other products and services, as well as prospects and future events related to an industry.
“FOSS Licence” means a free and open-source software licence that allows for editing, modifying, or reusing software’s source code.
“Materials” means any information, statements, announcements, data, content, and other materials provided via the Platform, Communication Channels, or otherwise communicated by us or on our behalf in relation to the Platform or other services and products provided or offered by us, explicitly including the information available at https://docs.opendelta.com.
“Points” means in-Platform points, coins, or other items accrued to the Platform users for or in connection with the participation in and/or completion of certain tasks, quests, or other activities.
“Project” means the Open Delta project described on the Platform and Materials, as may be updated from time to time.
“Risk Disclosure Statement” means the disclosure of risks attached to these Terms as Schedule 1, constituting an integral part hereof.
“Smart Contracts” means specific self-executing contracts (smart-contracts) and other software deployed on a blockchain network, to which the Platform provides an access interface.
“Staking Rewards” means certain rewards accrued to users in connection with the staking of the designated Virtual Assets on or through the Platform.
“Third-Party Content” means any content, information, materials and items provided by any person other than we, including 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 Costs” means any costs, fees, or expenses that are charged by third parties or third-party technologies, including, for example, blockchain gas costs, commissions and fees related to or charged by the Third-Party Services.
“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, Smart Contracts, Virtual Assets, Wallets, software or hardware wallets, and blockchain networks.
“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.
“Virtual Assets” means cryptographic digital tokens implemented on a public blockchain network, such as, for example, OG30 tokens, USD Tether (USDT), USD Coin (USDC), and so forth.
Schedule 1
Risk Disclosure Statement
1. General Blockchain Risks
Please note that transactions on a public blockchain are irreversible. No one can control or influence transactions with Virtual Assets on public blockchain networks, and, therefore, they may not be cancelled, reversed, blocked, or frozen. You must independently assess risks and make informed decisions before carrying out any transactions. There is no warranty that transactions will be executed with the gas fees you expect, or that they will be executed at all.
Blockchain-based infrastructure operates autonomously and is typically beyond anyone’s control. Any malfunction, breakdown, or abandonment of the underlying blockchain could significantly impact the Virtual Assets or any transactions involving Virtual Assets.
Blockchain data is publicly accessible and traceable by third parties, meaning transactions in Virtual Assets may expose certain information about you, though it is unlikely to directly reveal your identity. However, when combined with other personal information, it may allow third parties to infer your financial standing. Once recorded, blockchain data cannot be altered or deleted, making the decision to transact entirely your responsibility.
A hard fork in the underlying blockchain network of the Virtual Assets, or any of its components, could require major changes. These changes might make the Smart Contracts incompatible, dysfunctional, impractical, or more expensive to use. This could disrupt the execution and interaction of Smart Contracts critical to the Virtual Assets. Adapting to a hard fork or changes in consensus rules may require significant time and resources, which might not be available or cost-effective. Consequently, the continued operation of Virtual Assets cannot be guaranteed.
Advances in cryptography and technology, particularly quantum computing, could threaten blockchain systems by weakening or breaking the cryptographic consensus mechanisms that underpin them. As quantum computing evolves, algorithms once considered secure may become obsolete, leaving systems that rely on traditional cryptographic methods vulnerable. This could allow intruders to bypass existing security measures, compromise data integrity, as well as disrupt consensus mechanisms on blockchain networks.
2. Financial and Market Risks
Transacting with Virtual Assets involves the risk of monetary or other losses. These risks can arise from various factors, including market volatility, vulnerabilities in Smart Contracts, cybersecurity threats such as hacking or phishing attacks, technical failures, regulatory changes, etc. Unforeseen events, including economic downturns, changes in market sentiment, etc, could also have a material adverse effect on your assets.
There are no representations or warranties, express or implied, regarding the Virtual Assets, including implied warranties of merchantability, fitness for a particular purpose, or non-infringement, all of which are expressly disclaimed. You acknowledge and agree that Virtual Assets may not: (i) meet your expectations or function as intended, (ii) possess the intended functionality, (iii) have a market, or (iv) have any specific price or hold any particular value, or have any value at all. Receiving, storing, using, or disposing of Virtual Assets is entirely at your own risk.
Purchasing, using, or holding Virtual Assets involves significant risks. The crypto market is highly volatile, and prices can change drastically in short periods, potentially leading to substantial or total loss of your funds. Due to the nature and operation of blockchain protocols, the total amount of Virtual Assets in circulation could increase through, inter alia, the adoption of a new patch, upgrade of the source code, or additional mint. You bear a sole responsibility for any damages or losses that you may incur as a result of or in connection with the change in the composition, supply, value or price of any Virtual Assets. Only allocate funds to Virtual Assets that you can afford to lose.
There is no assurance that an active market will exist now or in the future for buying or selling Virtual Assets. Their price and liquidity cannot be assured, and it is possible that there may be no market or liquidity for Virtual Assets at all. In some cases, they may become useless or abandoned entirely.
3. Risks Associated With Project
The design, details, and description of the Project and related products or services may be changed at any time. There is no guarantee that the Project will be developed, maintained, or operated for any specific time period, or at all. The Project may also be modified or pivoted at any time. Nothing in these Terms or Materials creates an obligation to develop, launch, promote, or operate the Project, or related products or services.
Public interest in the Project is not warranted, and low user engagement may negatively impact its development and associated business activities.
There is always a risk of competing teams or alternative projects, including those cloning the Project. You may also be targeted by fraudulent activities, such as fake websites, emails, text messages, or social media accounts impersonating us. They may aim to deceive you, steal your Virtual Assets, or profit unlawfully. Be extremely cautious when interacting with websites, messages, or accounts directing you to non-official sources or asking you to connect your wallet. Always verify the authenticity of any communication claiming to represent us.
4. Technological Risks
The Platform and associated technical infrastructure are provided “as is” and may experience system failures, downtimes, unplanned interruptions in their underlying network or functionality, hardware or software defects, security breaches, or other causes that could adversely affect the Platform or your access to it. We are not obligated to address these issues and do not warrant that any updates will resolve existing bugs or vulnerabilities, or avoid creating new, unanticipated issues.
The software behind the Platform, Virtual Assets, and associated Smart Contracts, as well as the logic of blockchain networks, may have flaws, bugs, vulnerabilities, or defects. These issues could cause the software or Smart Contracts to malfunction or behave unpredictably, leading to transactions being executed incorrectly or against your intentions. Such issues may result in the partial or complete loss of Virtual Assets involved in a transaction, or other negative consequences.
The software underlying the Platform or Virtual Assets, including Smart Contracts, may have errors or vulnerabilities that are not immediately apparent. Fixing these issues can be difficult and may not always work. Many Smart Contracts are also immutable, meaning they cannot be changed once deployed. Attempts to fix flaws or vulnerabilities in blockchain software can be complex, risky, expensive, and time-consuming. There is no guarantee that these efforts will prevent negative outcomes, such as the complete or significant loss of your Virtual Assets.
The Platform-related services, products, or their components may occasionally become inaccessible or inoperable for various reasons, including maintenance, updates, technical disruptions, or third-party interference. Such occurrences may lead to downtime or a lack of access to them.
There is no warranty that the software, including any associated Smart Contracts, will be updated quickly enough to address new threats, vulnerabilities, or required changes, or can be updated at all. Delays in updates can leave you exposed to risks such as errors, failed transactions, inability to execute time-sensitive operations, or the loss of Virtual Assets.
5. Security Risks
The blockchain networks can be attacked which may result in downtime, consensus split, long reorganisation of the chain, 51% attack or other adverse outcomes. There is no warranty that there will be no theft or loss of Virtual Assets due to attacks, hacks, software flaws, or blockchain vulnerabilities, which could result in partial or complete loss of the Virtual Assets. Even when using our official resources, remain vigilant for pop-ups or unusual program behaviour, as these could result from hacks or malicious code.
Bugs, flaws in logic, and other vulnerabilities are not part of the intended operation of the Platform-related software. However, intruders may exploit these weaknesses or flaws, potentially causing financial losses, data breaches, or system malfunctions. The exploitation of bugs, flaws, or vulnerabilities in Smart Contracts or associated software is strictly prohibited, regardless of the purpose or circumstances. Such acts, especially those that harm others, may be considered criminal or other offences under applicable laws and could result in severe consequences for those involved.
If a third party gains access to your wallet or associated credentials, they may control and use your Virtual Assets held in your wallet. To reduce this risk, secure your electronic devices or systems (both hardware and software) used in relation to the Project, as well as associated credentials against unauthorised access. We encourage you to properly back up all credentials associated with your wallets.
6. Risks Related To Materials
There is no assurance that Materials will be true, accurate, complete, timely or non-misleading, and you expressly acknowledge and agree that we will be under no obligation to update or fix them. You shall solely evaluate all information provided by us or on our behalf.
Always verify that any information you believe to be from us is posted or communicated by our authorised representatives. Be cautious of impersonation risks, including fake websites, counterfeit tokens resembling the original Virtual Assets, and fraudulent social media accounts or communications. Always ensure you are interacting with legitimate and verified sources. Verify information independently before acting.
The Materials may include Forward-Looking Statements based on current expectations, which involve various risks and uncertainties. These risks include factors such as economic, competitive, and technical influences on us and our operations, as well as developments in science, technology, industry trends, competition, regulatory changes, government actions, market dynamics, and other business conditions. There are no guarantees regarding the accuracy of any Forward-Looking Statements. Actual events, results, or outcomes may differ significantly from those expressed or implied, and you should not rely on these statements.
The Materials may be updated from time to time with or without notice depending on various circumstances, including market conditions, applicable regulation, and governments’ actions.
7. Third-Party Interaction Risks
You should always be diligent when dealing with third parties regarding Virtual Assets. Such third parties may include, without limitation, exchanges, custodians, wallet operators, service providers, fiat gateways, banks, or payment systems. Interactions with third parties carry risks, including fraud, insolvency, contract breaches, or security failures, which could result in the loss of your Virtual Assets.
8. Regulatory and Compliance Risks
Our activities may be subject to various laws and regulations, including requirements to obtain licenses or other permits as directed by applicable laws. Changes to these laws or evolving interpretations could lead to higher compliance costs or operational challenges, potentially impacting our operation. In extreme cases, some jurisdictions may ban or heavily restrict any Project-related activities. The legal status of certain Virtual Assets and related transactions is uncertain, and some regions may prohibit owning or transacting with them entirely, which could affect you. The penalties for violating such laws, if any, are unclear. You are responsible for researching and understanding the legal and tax implications of interacting with Virtual Assets in your jurisdiction.
Any acquisition, use, holding, or disposal of Virtual Assets, as well as related transactions, may have tax implications as imposed by state or government authorities. Tax laws for Virtual Assets may be unclear or not well-defined in your region. Additionally, these laws and their interpretations can change and may even be applied retroactively. You are solely responsible for understanding and meeting your tax obligations. Failure to properly report, collect, or pay taxes could result in penalties, fines, or other legal consequences.
9. Unanticipated Risks
In addition to the risks set forth herein, there are unanticipated risks. Further risks may materialise as unanticipated combinations or variations of the discussed risks or the emergence of new risks.