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Website Terms of Use

Last updated: May 2024

Preamble

Welcome to the 51���Ϲ�����ҳ project website of the 51���Ϲ�����ҳ Foundation which contains various information about the 51���Ϲ�����ҳ protocol and ecosystem and allows visitors to interact with the TTG governance modules via an interface as further described herein ("Website”). The Website is owned and operated by 51���Ϲ�����ҳ Foundation, a foundation established under the laws of Switzerland and domiciled at Bergliweg 15, 6300 Zug, Switzerland.

The following terms of use, together with any documents incorporated by reference herein (“Terms”) apply to all visitors of the Website and are entered into by and between the visitor (“you”, “your” or “User”) and the 51���Ϲ�����ҳ Foundation (“we”, “our” or “Foundation”). Please read these Terms carefully, as they govern your access to and use of the Website, including its subdomains and the content made available thereon.

By accessing or using the Website, you agree to be bound by these Terms. If you do not agree with these Terms, please immediately cease all access to the Website. Your only recourse in the case of disagreement is to stop accessing the Website. The Foundation reserves the right to modify these Terms at any time at its sole discretion. In this case, we will provide notice by changing the “last updated” date above. It is your responsibility to periodically review the most current version of the Terms. By continuing to access or use the Website, you confirm that you accept these updated Terms.

For sake of clarity, these Terms are applicable exclusively to the Foundation Website as outlined herein and are not applicable in any way for $M and/or any of the Protocol Actors as defined herein. Nothing on this Website may be construed to indicate otherwise. Please be aware that Protocol Actors might have their own terms and conditions. 

1. Eligibility and Prohibited Jurisdictions

By accessing or using the Website, you represent and warrant that you (i) have the right, authority, and legal capacity to accept these Terms, (ii) will not use the Website if the laws of your countries of residency and/or citizenship prohibit you from doing so in accordance with these Terms, (iii) will not use, or encourage, instigate, promote, facilitate, or instruct others to use, the Website for any illegal, harmful, fraudulent, or infringing use, (iv) are not subject to personal sanctions issued by the UN, US, EU or Switzerland, (v) access or use the Website for your own personal use, and (vi) are not accessing the Website from one of the countries or regions that are embargoed or restricted by the Swiss State Secretariat for Economic Affairs (SECO), including, but not limited to: Belarus, Burundi, Central African Republic, Congo, Crimea, Donetsk, DPRK (North Korea), Guinea, Guinea-Bissau, Iran, Iraq, Lebanon, Libya, Luhansk, Mali, Myanmar (Burma), Republic of South Sudan, Russia, Somalia, Sudan, Syria, Venezuela, Yemen, or Zimbabwe (“Prohibited Jurisdictions”).

2. The 51���Ϲ�����ҳ Ecosystem

2.1 Protocol

The 51���Ϲ�����ҳ protocol (“Protocol”) is a set of smart contracts deployed on the Ethereum public blockchain that acts as a coordination layer for permissioned institutional actors to generate the functional token called “$M” (“$M”). The Protocol defines the rules under which $M can be minted and enforces a common set of rules for its management. The rules of the Protocol are to ensure that all $M in existence are backed by an equal or greater amount of eligible collateral.

2.2 Protocol Governance

The Protocol uses a fully decentralized and permissionless on-chain governance mechanism called the 51���Ϲ�����ҳ Two Token Governor (“TTG”) to manage its various inputs. The main purpose of the TTG governance mechanism is to control the mutable parameters of the Protocol, to manage the access rights to the Protocol by adding and removing Protocol Actors (as defined below), to whitelist SPV operators who manage the collateral to generate $M, and to manage the Adopted Guidance (as defined below).

In order to participate in the TTG governance mechanism, participants (“Governance Participants”) must hold or be delegated to a certain amount of POWER or ZERO token. While POWER allows its holders or their respective delegates to submit and vote on regular governance proposals, ZERO provides the ability to vote on certain important changes.

2.3 Protocol Actors

The Protocol can only be accessed by institutional actors who are permissioned by the Governance Participants through the TTG governance mechanism (“Protocol Actors”). The primary Protocol Actors are called Minters and Validators. While Minters connect to the Protocol to generate and manage the supply of $M, Validators provide validation through signatures about the eligibility of collateral being used to generate $M. Once permissioned by the TTG governance mechanism, Minters and Validators are able to access certain Protocol functions within the smart contracts which facilitate the creation, maintenance, and destruction of $M.

2.4 Adopted Guidance

The adopted guidance is a hashed text of rules agreed upon and updated by the Governance Participants from time to time that sets forth certain binding standards/rules for the Protocol (“Adopted Guidance”). The Foundation may publish the Adopted Guidance on the Website for informational purposes only. The Foundation assumes no responsibility for the accuracy or completeness of the Adopted Guidance and shall not be liable for any claims or damages arising from any errors or inaccuracies in the Adopted Guidance as outlined in Section 6 of these Terms.

2.5 Role of the Foundation

The purpose of the Foundation is to promote and support the 51���Ϲ�����ҳ ecosystem, the Protocol, and related technologies and applications. For the purposes of these Terms, it is important to note that the Foundation is not a Protocol Actor, does not control the TTG governance mechanism, does not have the ability to permission or de-permission Protocol Actors, and does not provide any recommendations to the Governance Participants on how to vote or whether to vote at all. The Protocol has not been deployed by the Foundation but by an entity that is unaffiliated to and independent from the Foundation. 

Based on the above, the Foundation assumes no responsibility for the proper functioning of the Protocol and no liability for any damage or loss caused by or in connection with the use of the Protocol and/or decisions made by the Governance Participants.

3. The 51���Ϲ�����ҳ Governance Interface

3.1 Overview

The Website includes a graphical user interface that provides an easy way to interact with the TTG governance modules and allows holders and/or delegates of POWER and ZERO token to vote on pending proposals and submit governance proposals (“Governance Interface”). Although the Governance Interface allows users to interact with the Protocol, it does not constitute the Protocol and is not a part thereof.

The Foundation explicitly reserves the right to add or remove features from its Governance Interface or to discontinue the operation of the Governance Interface in its entirety at any time without prior notice. The Foundation takes no responsibility for the completeness of the Governance Interface and in particular does not guarantee that the Governance Interface allows the interaction with all TTG governance modules. The Foundation shall not be liable for any claims or damages resulting from such incompleteness.

3.2 No Dependency

As the TTG governance modules that are used for the decision-making process are a set of smart contracts running on the Ethereum public blockchain, they can be accessed via development frameworks or block explorers such as Etherscan. In addition, anyone has the option to build additional user interfaces to interact with TTG governance modules. This means that the usability and accessibility of the TTG governance modules does not depend on the Foundation and/or the availability of the Governance Interface on the Website.

3.3 Display of Network Information

The Governance Interface will display various publicly available information that is related to the Protocol (“Network Information”). The Network Information is automatically sourced from validator nodes of the Ethereum public blockchain via application programming interfaces (APIs) and displayed for informational purposes only. The Foundation assumes no responsibility for the accuracy, completeness or timeliness of the Network Information and shall not be liable for any claims or damages arising from any errors, inaccuracies, or delays in the display of the Network Information or any decisions, transactions, actions or omissions made in reliance thereon.

3.4 Governance Module Interactions

3.4.1 Connecting Wallet to Governance Interface

In order to interact with the TTG governance modules, you must first connect one of the third-party wallets listed under the “Connect” tab (“Wallet”) to the Governance Interface. Wallets store and manage the private key for the blockchain addresses that were created with the Wallet or manually imported into the Wallet. As these Wallets store the private keys which are required to sign transactions on-chain, they can be used to execute transactions and publish them on the Ethereum public blockchain. When you connect a Wallet, the Governance Interface will ask for permission to send Sign Requests (as defined in Section 3.4.2 below) to the Wallet. 

The use of the Wallet you connect to the Governance Interface is subject to the terms and conditions of the respective Wallet provider. The Foundation has no control over the blockchain addresses that are managed by the Wallet and connected to the Governance Interface and no ability to access any assets that are held thereon. You are solely responsible for the security of the Wallet and the related private key. The Foundation takes no responsibility for the connected Wallet(s), regardless of whether or not they are used to initiate transactions and shall not be liable for any damages arising out of or related to your use of the Wallets or your inability to connect or use the Wallets to initiate transactions, especially but not limited to in regard to interacting with the Governance Interface.

3.4.2 Generation and Approval of Sign Requests

Once you have connected a Wallet to the Governance Interface, you can use the Governance Interface to initiate transactions from your blockchain address by generating sign requests (“Sign Requests”). Sign Requests are not generated by the Foundation but by the User of the Governance Interface. You are fully responsible for all inputs you make while using the Governance Interface.

Sign Requests that are generated on the Governance Interface are sent to the connected Wallet for approval. To complete the transaction, you must approve the Sign Request by signing the transaction with the connected Wallet. The Governance Interface will then indicate whether the transaction was successful and notify you when it is complete. Transactions that are signed with a Wallet are executed on the Ethereum public blockchain without any involvement from the Foundation. The Governance Interface does not execute transactions on your behalf and does not control the execution of transactions that are initiated by you.

3.4.3 Gas Fees

All interactions with the TTG governance modules, regardless of whether they are initiated through the Governance Interface, require the payment of a transaction fee (“Gas Fee”) which is paid to the validators of the Ethereum public blockchain. The Gas Fee required to execute a transaction, including a transaction to send a governance proposal, depends on various factors such as the availability of block space on the Ethereum public blockchain and is entirely outside of the control of the Foundation. By using the Governance Interface to initiate transactions and generate Sign Requests, you understand and acknowledge that Gas Fees are not charged by the Foundation and are non-refundable.

3.4.4 Proposal Fees

The creation of governance proposals, regardless of whether they are initiated through the Governance Interface, require the payment of an additional proposal fee (“Proposal Fee”). The Proposal Fee is determined by the Governance Participants and is therefore outside of the control of the Foundation. By using the Governance Interface to create a governance proposal, you understand and acknowledge that Proposal Fees are not charged by the Foundation and are non-refundable.

3.5 Risk Statement

By connecting your Wallet and using the Governance Interface, you accept and confirm being aware of the risks inherent to and associated with blockchain technology and the public, decentralized and pseudonymous nature of the Ethereum public blockchain, which are entirely beyond the control of the Foundation, including, but not limited to (i) the risk of losing access to the assets held on addresses due to the loss of the associated private keys, (ii) the irreversibility of transactions that are published on the Ethereum blockchain, (iii) the ability of third parties to track user behavior by using blockchain data analytics, or (iv) the existence of bugs and security vulnerability in smart contracts you interact with that might result in the loss of your assets.

4. Third Party Links

The Website may contain links to websites, social media accounts, or other content that is controlled by third parties ("Links”). The Foundation is solely providing these Links to you as a convenience and for informational purposes only. They do not constitute an endorsement or approval by the Foundation of any products, services or opinions provided under these Links. The Foundation bears no responsibility for the accuracy or legality of any content associated with these Links.

5. Intellectual Property Rights

The content provided on this Website, including text, pictures and illustrations as well as the source code of the Governance Interface (“Content”) is subject to copyright protection and may only be used for your personal, non-commercial use. You may not use the Content for commercial purposes without our written consent. We do not guarantee that the Content does not infringe the rights of third parties. By making available and accessible the Content on the Website to the User the Foundation does not waive in any way or form any rights in regard to its intellectual property rights.

6. Limited Warranty

The Foundation does not guarantee that the Website (and all Content) is free from defects, errors, bugs, and security vulnerabilities or that it will be available at any time. The access to and use of the Website is made at your own risk. You understand and agree that the Website is provided on an “as is” and “as available” basis and that the Foundation expressly disclaims all warranties or conditions of any kind, whether express, implied, statutory or otherwise. The Website may be inaccessible or inoperable for any reason, such as content updates, maintenance procedures, or technical disruptions.

The Foundation gives no assurance that any functionalities of the Website will satisfy your requirements, provide the intended results, or meet any performance standards. In an effort to continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice. Although we intend to provide accurate and timely information on the Website, we do not warrant that the information on the Website (and all Content) will always be entirely accurate, complete, or current, or that errors or defects, including technical inaccuracies or typographical errors, will be fixed.

Based on the above, you should verify all information yourself before relying on it, and all decisions based on all information contained on the Website are your sole responsibility and we shall have no liability for any such decisions.

7. Limitation of Liability

The liability of the Foundation is limited to damages caused by gross negligence or willful misconduct. Any other liability is expressly excluded.

8. Privacy Notice

Please see our Privacy Notice to understand how we collect and use and disclose your personal data.

9. Contact and Communication to the Foundation

The Foundation appreciates and encourages you to provide feedback to the Website. If you provide feedback, you agree that the Foundation is free to use it and may permit others to use it without any restriction or compensation to you. 

Please be aware that the Foundation will never forward any communication to any 51���Ϲ�����ҳ ecosystem participant, including, but not limited to, any Protocol Actor and/or the Governance Participant, even if this is the intention of the sender. This applies to all means of communication, whether by email, contact form, or post. The Foundation excludes any and all liability in this regard as outlined in Section 6 of these Terms. 

10. Governing Law and Arbitration Clause

These Terms shall be governed by and construed in accordance with Swiss law, excluding the Swiss conflict of law rules. The application of the United Nations Convention for Contracts for the International Sales of Goods is hereby expressly excluded.

Any dispute, controversy, or claim arising out of, or in relation to, this contract, including regarding the validity, invalidity, breach, or termination thereof, shall be resolved by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Arbitration Centre in force on the date on which the Notice of Arbitration is submitted in accordance with those Rules. The number of arbitrators shall be three. The seat of the arbitration shall be Zurich. The arbitral proceedings shall be conducted in English. The Expedited Procedure shall not apply.

Notwithstanding the above, the parties may agree at any time to submit the dispute to mediation in accordance with the Swiss Rules of Commercial Mediation of the Swiss Chambers’ Arbitration Institution.

11. Class Action Waiver

To the fullest extent permitted by applicable law, the User waives any and all rights to participate in a class action lawsuit or a class-wide arbitration against the Foundation and its affiliates in that entity (bearing the majority of the voting rights attaching to all the shares in that entity or having the power to control by any means the composition of the board of directors of that entity) or any individual or entity involved in the operation of the Network.