Terms of Service v1.0
Your participation in the Tezos.Capital delegation service and / or bond pool (“service”, “services”) is subject to this agreement (“agreement”, “terms”). Each of you, Mr. Roboto, LLC and the Tezos.Capital is referred to as a “party”, and together – as the “parties”. “You” will refer to you and any entity you represent. Please read this agreement carefully. If you do not agree to this agreement, do not participate in these services. By offering XTZ for the Tezos.Capital bond pool and/or otherwise utilizing the Tezos.Capital delegation service and the related ecosystem, you acknowledge that you have read this agreement and that you agree to be bound by it. If you do not agree to all of the provisions of this agreement, you are not an authorized user of these services and you should not use the website or the ecosystem. Tezos.Capital reserves the right to change, modify, add or remove provisions of this agreement at any time for any reason. We suggest that you review this agreement periodically for changes. Such changes shall be effective immediately upon posting them on the website. You acknowledge that by accessing the Tezos.Capital website after we have posted changes to this agreement, you are agreeing to the modified provisions. Participation in the Tezos.Capital services carries no rights other than the right to participate in the Tezos.Capital services and receive rewards from such participation.
ACCOUNT CREATION. In order to access certain features of the Site or the Services provided, you may be required to register to create an account (“Account”). You must complete the registration process by providing Us with current, complete and accurate information. You may also be chose or be provided a password or other access token. You are entirely responsible for maintaining the confidentiality of your password and account. You agree to notify Tezos.Capital immediately of any unauthorized use of your Account or any other breach of security. You will not share your password, let anyone else access your Account, or do anything else that might jeopardize the security of your Account. You will not transfer your Account to anyone without first getting Our written permission. Upon completion of registration, users are known as “Registered Users.”
USER REPRESENTATION OF INFORMATION ACCURACY. You represent and warrant that all information that you provide to Tezos.Capital or through the Site is accurate, complete and truthful. You acknowledge and agree that Tezos.Capital and its agents are entitled to rely upon the information you provide as true, accurate and complete without verification. We reserve the right to suspend or terminate your Account if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. You are solely responsible for updating us should your contact information change.
NO ASSIGNMENT. You will not assign this Agreement, or delegate or sublicense any of your rights under this Agreement, without our prior written consent. Any assignment or transfer contrary to these terms will be void. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective successors and assignees.
CHANGE OF CONTROL. In the event of any change of control of Tezos.Capital and/or Mr. Roboto LLC (defined broadly as any acquisition of any aspect of us), these terms of service will continue in full force and effect and you will continue to be bound by them.
NO COPYING. This agreement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution or reproduction of this agreement in whole or in part is unauthorized.
CANCELLATION. Tezos.community reserves the right to refuse or cancel your delegation or bond pool participation and/or suspend or terminate your account at any time in its sole discretion.
NO EXCHANGE. Tezos.community is a delegation service and related bond pool only. Tezos.community is not an exchange. Tezos.community provides software and a web-based platform for XTZ delegation, “baking” and related bond pool. Tezos.community is not a direct, private seller of virtual currency. As such, we do not buy or sell any currency, virtual or otherwise. We do not provide any method of purchasing, selling, or trading any type of blockchain coins or tokens. We also do not give any financial advice or recommendations. Our system is on a closed loop. This means we do not have any means of receiving or transferring tokens from a client to a third party or vice versa. Reimbursements can only be sent to the original wallet from which transactions or baking rights originated. Token ownership transfer happens upon transfer of XTZ tokens from Tezos.Capital to the client. If you wish to transmit crypto-tokens to a third party, you must send directly from your personal wallet or use some other method, and Tezos.Capital takes no responsibility and expressly disclaims any responsibility, obligation and/or liability relating to such activity.
NO FINANCIAL ADVICE PROVIDED; NO FIDUCIARY DUTY. You agree that you are solely responsible for all purchases, orders, actions (or the lack thereof), and decisions as related to the Services and your use of the Site. Although the Site may provide data, information or content provided by other parties, you should not construe any such information or content as tax, legal, financial, or investment advice. You hereby warrant and acknowledge that your use of the Site and /or the Services is solely your responsibility. Tezos.Capital has no special relationship with or fiduciary duty to you. You agree and acknowledge that you are solely responsible for conducting a full and diligent review of any and all legal, accounting, regulatory or tax related implications that may result from your use of the Services. We recommend that you consult with a licensed legal and financial professional prior to accessing the Site or utilizing the Services.
NO SECURITY/NO RELIANCE. This document does not constitute investment advice, counsel or solicitation for investment in any security and shall not be construed in that way. This agreement and the Tezos.Capital services do not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or any invitation to offer to buy or subscribe for, any securities in any form. You acknowledge that regulatory authorities of certain countries may at some later date take the position that some aspect of the Tezos.Capital services constitutes a form of a security. In this event, Tezos.Capital expressly disclaims any and all responsibility and liability arising therefrom. Further, Tezos.Capital disclaims any and all responsibility for any direct or consequential loss or damage of any kind whatsoever arising directly or indirectly from: (i) reliance on any information contained in this document, (ii) any error, omission or inaccuracy in any such information or (iii) any action resulting therefrom.
ACCREDITED INVESTORS ONLY. Participation on the Tezos.Capital bond pool is strictly limited to accredited investors. By entering in this agreement, you represent and confirm that you are an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933 Rule 501. We do not, and cannot, guarantee that any Investor is actually an Accredited Investor (as defined, as amended), or that any content or information provided on this Site is true, correct, complete or viable.
RISKS ASSOCIATED WITH UNCERTAIN REGULATIONS AND ENFORCEMENT ACTIONS. The regulatory status of XTZ and distributed ledger technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory agencies may apply existing or future law or regulation with respect to such technology and its applications. It is likewise difficult to predict how or whether legislatures or regulatory agencies may implement changes to law and regulation affecting distributed ledger technology and its applications, including Tezos and XTZ. By participating in the Tezos.Capital services, you expressly assume all such related risks.
TEZOS LAWSUITS. You acknowledge and warrant that you are aware that Dynamic Ledger Technologies, the Tezos Foundation and related entities have been to date the subject of multiple lawsuits, including claims of investor fraud, securities fraud and similar allegations. Tezos.Capital takes no position relative to such litigation and related claims, and disclaims any knowledge, responsibility or other involvement with such claims, now or in the future.
INTELLECTUAL PROPERTY: We retain all right, title and interest in all of our intellectual property, including inventions, discoveries, processes, marks, methods, compositions, formulae, techniques, information and data, whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyrights or patents based thereon. You may not use any of our intellectual property for any reason, except with our express, prior, written consent. All content included on the Tezos.Capital Website and ecosystem, including associated products and services, such as, but not limited to, text, graphics, logos, images, source code, as well as the compilation thereof, and any software used on the Website is the property of the Company.
SECURITY: You will implement reasonable and appropriate measures designed to secure access to (i) any device associated with the email address associated with your account, (ii) private keys required to access any relevant cryptocurrency address, and (iii) your username, password and any other login or identifying credentials. In case you suspect a security breach in any of the above mentioned, you shall inform us immediately, so we can take measures to secure your account.
TOKENS AND SYSTEMS AS A WHOLE. In the event that you are no longer in possession of any device associated with your account or are not able to provide your login or identifying credentials, we may, in our sole discretion, and only if we are able, grant access to your account to any party providing additional credentials to us. We explicitly reserve the right to determine the additional credentials required, which may include, without limitation, a sworn, notarized statement of identity.
RISK OF LOSING ACCESS TO TOKENS DUE TO LOSS OF PRIVATE KEY(S), CUSTODIAL ERROR OR PURCHASER ERROR. A private key, or a combination of private keys, is necessary to control and dispose of XTZ stored in your digital wallet or vault. Accordingly, loss of requisite private key(s) associated with your digital wallet or vault storing Tokens will result in loss of such Tokens. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a digital wallet or vault service you use, may be able to misappropriate your Tokens. Any errors or malfunctions caused by or otherwise related to the digital wallet or vault you choose to receive and store Tokens, including your own failure to properly maintain or use such digital wallet or vault, may also result in the loss of your Tokens. Additionally, your failure to follow precisely the procedures for buying and receiving Tokens, including, for instance, if you provide the wrong address for receiving Tokens, may result in the loss of your Tokens. Tezos.Capital takes no responsibility for loss or compromise of private keys, custodial error or purchaser error and expressly disclaims any responsibility in this regard.
RISKS ASSOCIATED WITH THE TEZOS PROTOCOL. Because XTZ and related Ecosystem are based on the Tezos protocol, any malfunction, breakdown or abandonment of the Tezos platform may have a material adverse effect on the Ecosystem or XTZ. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to Tokens and the Ecosystem, including the utility of Tokens for obtaining Services, by rendering ineffective the cryptographic consensus mechanism that underpins the Tezos protocol. Tezos.community takes no responsibility for such risks and expressly disclaims same.
RISK OF HACKING AND SECURITY WEAKNESSES. Hackers or other malicious groups or organizations may attempt to interfere with the Tezos Ecosystem, Tezos.Capital or XTZ in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Furthermore, because the Tezos Ecosystem is based on open-source software, there is a risk that a third party or a member of the Company team may intentionally or unintentionally introduce weaknesses into the core infrastructure of the Ecosystem, which could negatively affect the Ecosystem and XTZ, including XTZ’s utility for using the Ecosystem. Tezos.Capital takes no responsibility for and expressly disclaims responsibility for such attacks/security weaknesses. Further, Tezos.community shall bear no liability whatsoever, for any damage or interruptions caused by any computer viruses, spyware, scareware, Trojan horses, worms or other malware that may affect your computer or other equipment, or any phishing, spoofing or other attack.
ERRORS/CHANGES. The information, software, services included in or available through the Tezos.Capital Website may include inaccuracies and/or typographical errors. Changes are periodically added to the information herein. Company may make improvements and/or changes in the Website at any time. Company makes no representations about the suitability, reliability, availability, timeliness, and accuracy of XTZ, the Website, information, software, services and related graphics contained on the Website for any purpose.
RISKS ASSOCIATED WITH MARKETS FOR XTZ. XTZ are intended to be used solely on the Ecosystem, and Company will not support or otherwise facilitate any secondary trading or external valuation of Tokens.
RISK OF UNINSURED LOSSES. Unlike bank accounts or accounts at financial institutions, Tokens are uninsured unless you specifically obtain your own private insurance to insure them. Thus, in the event of loss or loss of utility value, there is no public insurer or private insurance arranged by us, to offer recourse to you. Tezos.community takes no responsibility in this regard and expressly disclaims same. You understand and acknowledge that risk of loss of XTZ, passes from the Company to You.
ELECTRONIC COMMUNICATION PRIVACY ACT NOTICE (18 U.S.C. §§ 2701-2711). Though Tezos.Capital takes security, privacy and appropriate confidentiality very seriously, and while we take all reasonable efforts to secure data and maintain the confidentiality of the same, Tezos.Capital makes no guarantee of confidentiality or privacy of any communication or information transmitted on the site or any website linked to the site. We will never share personal information unless required by law or court order; furthermore, we will never sell, rent or otherwise provide access to customer data to any third-party. Nevertheless, we shall not be liable for the privacy of email addresses, registration and identification information, communications, confidential or trade-secret information, or any other Content stored on Tezos.Capital equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Service.
AML AND KYC POLICY. You agree to assist the Company in compliance with “AML” (anti-money laundering) and “KYC” (know your customer) regulations, including agreeing to provide information upon request relative to such compliance efforts. As part of our commitment to the prevention of money laundering, Company will not tolerate bond pool participants abusing the bond pool for such matters. If Company suspects any client is abusing the Tezos.Capital bond pool for the purposes of money laundering, Company reserves the right to freeze your XTZ and/or reimbursements. Company reserves the right to report any suspicious activities to the police or relevant authorities without the client's knowledge.
Tezos.community reserves the right to request documentation, including but not limited to Know-Your-Customer / Anti-Money Laundering (AML) applications, at any time, including prior to activating your account, and including in order to comply with applicable law or regulation in connection with the bond pool. We may refuse you access to the Ecosystem and Website should it have doubts as to validity, authenticity and genuineness of any documents provided by you. You agree to provide us with such information promptly upon request, and you acknowledge that we may refuse participation in the bond pool until you provide such requested information
TAXES: Any tax obligations are solely your responsibility and you agree that Tezos.Capital has no responsibility and undertakes no obligation whatsoever relative to any tax related matter, including but not limited to tax reporting, filing or advice. Any returns paid pursuant to this agreement are exclusive of any potentially applicable taxes. You are solely responsible for determining what, if any, taxes may apply to any returns, reimbursements or any other payments made relative to this agreement and the Tezos.Capital bond pool. For example, it is your sole responsibility to withhold, collect, report and remit any potentially applicable taxes to appropriate tax authorities, and Tezos.Capital takes no responsibility of any sort in this regard.
NOTICES: We may provide any notice to you under this Agreement by: (i) posting a notice on the Website; or (ii) sending an email to the email address that is associated with your account if you have provided one. Notices we provide by posting on the Website will be effective upon posting and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive or read the email. To give us notice under this Agreement, you must contact us by email at: . We may update this email address for notices to us by posting a notice on our website. Notices to us will be effective one business day after they are received. All communications and notices to be made or given pursuant to this Agreement must be in the English language.
RISKS: You acknowledge and agree that there are risks associated with participation in the Tezos.Capital services. BY PARTICIPATING IN THE BOND POOL OR DELEGATION SERVICE, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME SUCH RISKS.
DISCLAIMERS: Tezos.Capital is not Tezos. Tezos.Capital makes no warranty and disclaims responsibility relative to XTZ, the value of XTZ, the integrity of the Tezos ecosystem and any changes to that system made in the future. Reimbursement will be without warranties of any kind, and we expressly disclaim all implied warranties as to XTZ, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement; (b) we do not represent or warrant that XTZ are reliable, current or error-free, meet your requirements, or that defects in XTZ, if such are found, will be corrected; and (c) we cannot and do not represent or warrant that XTZ or the delivery mechanism for XTZ are free of viruses or other harmful components. Tezos.Capital does not own or control the underlying software protocols which govern the operation of XTZ. In general, the underlying protocols are open source. By participating in the Tezos.Capital services, you acknowledge and agree (i) that Tezos.Capital is not responsible for operation of the underlying XTZ protocols and that Tezos.Capital makes no guarantee of their functionality, security, or availability; and (ii) that the underlying protocols are subject to changes in operating rules and that such changes may materially affect the value and/or function of XTZ.
LIMITATIONS OF LIABILITY: Company, its affiliates and respective officers, directors, employees and/or agents will not be liable to you or anyone else for any damages of any kind, including, but not limited to, direct, consequential, incidental, special or indirect damages (including, but not limited to, lost profits, trading losses or other potential damages that may result from use or loss of use of the Tezos.Capital website or the bond pool/delegation service), even if the Company has been advised of the possibility of such damages or losses, including, without limitation, from participation in the bond pool, the use or attempted use of the Website and/or Company’s products or another linked website.
Further, neither Company nor any of its affiliates or licensors will be responsible for any compensation, reimbursement, or damages arising in connection with: (a) your inability to use XTZ, including without limitation as a result of any termination or suspension of the Tezos platform or this agreement, including but not limited to as a result of power outages, maintenance, defects, system failures or other interruptions; (b) the cost of procurement of substitute goods or services; (c) any investments, expenditures, or commitments by you in connection with this Agreement or your use of or access to XTZ; or (d) any unauthorized access to, alteration of, or the deletion, destruction, damage, loss or failure to store any data, including records, private key or other credentials, associated with any XTZ.
INDEMNIFICATION. To the fullest extent permitted by Applicable Law, you will indemnify, defend and hold harmless Company and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “Company Parties”) from and against all claims, demands, actions, damages, losses, costs and expenses (including attorneys’ fees incurred by counsel of our choosing) that arise from or relate to: (i) your participation in the Tezos.Capital bond pool and/or delegation service, (ii) your responsibilities or obligations under this Agreement, (iii) your violation of this Agreement, or (iv) your violation of any rights of any other person or entity.
You will defend, indemnify, and hold harmless company, its affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney fees of counsel of our choosing) arising out of or relating to any third party claim concerning this Agreement or your participation in the bond pool contrary to the terms of this Agreement. If company or its affiliates are obliged to respond to a third-party subpoena or other compulsory legal order or process described above, you will also reimburse us for reasonable attorney fees, as well as our employees’ and contractors’ time and materials spent responding to the third-party subpoena or other compulsory legal order or process at reasonable hourly rates.
SOPHISTICATED PARTICIPANT. You warrant that you have a sufficient understanding of the functionality, usage, storage, transmission mechanisms and other material characteristics of cryptographic tokens such as XTZ, Bitcoin, or Ether, token storage mechanisms (such as token wallets), blockchain technology and blockchain-based software systems, delegation and baking of XTZ to understand the terms of this Agreement and to appreciate the risks and implications of participating in the bond pool and delegation service.
USER CONDUCT. You agree, at all times, to utilize the Site and Services solely for the purposes for which they are intended and not for any illegal or fraudulent activity of any kind whatsoever. You agree that you will not attempt to circumvent any security measures employed by the Site or Services, nor undertake any activity or conduct that would interfere with the proper function of the Site or the delivery of the Services, or that would otherwise be damaging or harmful to Tezos.Capital.
COMPLIANCE DISCLAIMER. We make no representation that this Site is operated in accordance with the laws, rules, or regulations of, or governed by, any country or nation. Thus, you are solely and exclusively responsible for your use of the Services. You, not Us, are responsible for compliance with any applicable local and national laws.
YOUR LEGAL COMPLIANCE. You represent and warrant that your participation in the Tezos.Capital services complies with applicable law and/or regulation in your jurisdiction, including, but not limited to, (i) legal capacity and any other applicable legal requirements (ii) any foreign exchange or regulatory restrictions applicable to such participation, and (iii) any governmental or other consents that may need to be obtained. You represent that you will comply with any applicable tax obligations in your jurisdiction arising from your participation in the Tezos.Capital bond pool. If you are participating on behalf of any entity, you are authorized to accept this Agreement on such entity’s behalf and that such entity will be responsible for breach of the provisions of this Agreement by you or any other employee or agent of such entity. You represent and warrant that you are not an entity organized in or a citizen of a nation or geographic area in which access to or use of the Tezos.Capital bond pool, website and/or ecosystem is prohibited by applicable law, decree, regulation, treaty, or administrative act. You further represent that you are not a citizen or resident of, or located in, a nation or geographic area that is subject to any sovereign country sanctions or embargoes, or an individual, entity or an individual employed by or associated with an entity, identified on any denied persons or entity lists, specially designated nationals or blocked persons lists, or the debarred parties’ lists
NO MINORS. We do not permit individuals under the age of 18 to register with the Website and participate in the bond pool. If we become aware that a child under the age of 18 has provided us with personal information, we will delete such information from our files immediately and block its access to the Website, the bond pool and the services that we provide.
FORCE MAJEURE. We and our affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, electrical, telecommunications, hardware, software or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war, changes in blockchain technology (broadly construed), changes in the Tezos or any other blockchain protocols or any other force outside of our control.
NO AGENCY. Company and you are independent contractors, and neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. This Agreement does not create any third-party beneficiary rights in any individual or entity. Nothing in this Agreement shall be deemed or is intended to be deemed, nor shall it cause, you and Tezos.Capital to be treated as partners, joint ventures, or otherwise as joint associates for profit.
NO WAIVER. The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be unequivocal and in writing to be effective.
ENTIRE AGREEMENT. This Agreement is the entire agreement between you and us regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of this Agreement. We will not be bound by, and specifically object to, any term, condition or other provision which is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is submitted by you in any order, receipt, acceptance, confirmation, correspondence or other document. Company expressly disclaims any and all responsibility for any direct or consequential loss or damage of any kind whatsoever arising directly or indirectly from: (i) reliance on any information contained in this Exhibit A, (ii) any error, omission or inaccuracy in any such information or (iii) any action resulting from such information. Captions, headings and numbering in this agreement are for convenience only and shall not affect the intent of this agreement.
ARBITRATION/MEDIATION. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Santa Clara Co. or San Francisco Co. CA, before a single arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
1. The parties agree that any and all disputes, claims or controversies arising out of or relating to this Agreement shall first be submitted to JAMS, or its successor, for mediation, and if the matter is not resolved through mediation, then it shall be submitted to JAMS, or its successor, for final and binding arbitration pursuant to the clause set forth in Paragraph 5 below.
2. Either party may commence mediation by providing to JAMS and the other party a written request for mediation, setting forth the subject of the dispute and the relief requested.
3. The parties will cooperate with JAMS and with one another in selecting a mediator from the JAMS panel of neutrals and in scheduling the mediation proceedings. The parties agree that they will participate in the mediation in good faith and that they will share equally in its costs.
4. All offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts and attorneys, and by the mediator or any JAMS employees, are confidential, privileged and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation.
5. Either party may initiate arbitration with respect to the matters submitted to mediation by filing a written demand for arbitration at any time following the initial mediation session or at any time following 45 days from the date of filing the written request for mediation, whichever occurs first ("Earliest Initiation Date"). The mediation may continue after the commencement of arbitration if the parties so desire.
6. At no time prior to the Earliest Initiation Date shall either side initiate an arbitration or litigation related to this Agreement except to pursue a provisional remedy that is authorized by law or by JAMS Rules or by agreement of the parties. However, this limitation is inapplicable to a party if the other party refuses to comply with the requirements of Paragraph 3 above.
7. All applicable statutes of limitation and defenses based upon the passage of time shall be tolled until 15 days after the Earliest Initiation Date. The parties will take such action, if any, required to effectuate such tolling.
NO RELIANCE UPON TERMS. The contractual terms herein are purposes of the Tezos.Capital services only, and should not be used or relied upon for any other purpose.