These Terms of Use (these “Terms of Use”) provide the terms and conditions under which you, whether personally or on behalf of an entity (“you” or “your”), are permitted to use, interact with or otherwise access the Interfaces or Features provided by Aurelius, a Wyoming decentralized unincorporated non-profit association (together with its affiliates, “Association,” “we,” “us,” or “our”). These Terms of Use, together with any documents and additional terms or policies that are appended hereto or that expressly incorporate these Terms of Use by reference as well as our Privacy Policy (collectively, the “Terms”), constitute a binding agreement between you and us.
These Terms are applicable to (i) all content, functionality, and features (the “Content Features”) available on any website or graphical user interface hosted by Association to which the Terms are posted (each, as applicable, an “Interface”) and (ii) software that Association operates or hosts, or makes available via an Interface (the “Technology Features” and together with the Content Features, the “Features”).
NOTICE: PLEASE REVIEW THE TERMS CAREFULLY. BY ACCESSING, INTERACTING WITH OR USING ANY INTERFACE OR ANY FEATURE, YOU AGREE THAT YOU ARE ABLE TO ENTER INTO A BINDING AGREEMENT AND, AS SUCH, HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE TERMS, INCLUDING THE BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER BELOW. IF YOU DO NOT AGREE TO ALL OF THE TERMS, YOU ARE NOT AUTHORIZED TO INTERACT WITH, ACCESS OR USE ANY INTERFACE OR FEATURE.
1.1 Overview of Interfaces and Features. Each of the Interfaces are websites, and each have different functionality – some of which only provide information while others contain Features that allow users to send messages to blockchain networks in an entirely self-directed manner.
None of the Interfaces allow us to engage in any transaction with you, nor do the Interfaces facilitate your transactions. Even when the Interfaces appear to be dynamic (e.g., updating or providing new displays when you – on your own accord – provide certain information), at no time is Association taking action directed by you or on your behalf. In addition, if you click the “Connect Wallet” feature on one of the Interfaces such that your self-hosted cryptocurrency wallet (“Wallet”) is able to provide information to be transmitted to a blockchain network or other blockchain-based application, you should note that (except as otherwise noted herein) Association (i) is not involved in providing or transmitting any such information to networks, (ii) cannot transmit any information to networks or otherwise assist in any transaction, (iii) never has access to and cannot control or provide guarantees relating to your Wallet and (iv) has no authority over and does not take possession or custody of your cryptoassets at any time, each except as otherwise discussed herein. This also means that Association is unable to assist with transactions: please be vigilant in interacting with any immutable blockchain technology.
You are solely responsible for familiarizing yourself with your Wallet and its safety and security features, including any private keys and passwords associated therewith. Association will not and cannot access your private key, password, or any cryptoassets held within your Wallet nor can it reverse any transactions you initiate with your Wallet (or otherwise). Association shall not be responsible or liable in any way for how you use your Wallet.
You should also familiarize yourself with the risks associated with transacting on blockchain networks, including but not limited to smart contract vulnerabilities, front end vulnerabilities, hacks, phishing attacks, social engineering attacks, cryptoasset volatility and transaction irreversibility.
Association has no ability in any way to control, maintain, provide, operate, or improve the smart contract or blockchain protocols underlying the tools and applications displayed on the Interfaces, except as noted herein. We do not effectuate, facilitate or control any transactions initiated via the Interfaces, and Association will not be responsible for the result of any transactions, including but not limited to failed, inadvertent, or fraudulent transactions that may result in loss of funds or transaction fees or any other loss or harm to you.
All transactions broadcast to the applicable blockchain network via your Wallet may require the payment of non-refundable network transaction fees (“gas” fees), which shall be borne entirely by you.
Certain of the Interfaces and Features covered by these Terms include, but are not limited to:
Except as noted herein, (1) Association does not control, maintain, provide, operate, or improve any blockchain networks nor the activity or data thereon and (2) Association is not responsible for the activities of persons or entities who develop or use applications or who validate or verify transactions or other operations related to blockchain networks operated by third parties. Association cannot control how blockchain networks operated by third parties market their blockchain networks and users should not assume any blockchain networks operated by third parties are affiliated with Association, notwithstanding any marketing materials created by such third party that could imply otherwise.
1.2 Your Acknowledgement Relating to Information on the Interfaces. You hereby acknowledge and agree that all information provided in connection with your access and use of the Interfaces and as it relates to the Features is intended for informational purposes only. Association strives to provide accurate information, but it does not guarantee or otherwise warrant that the information is updated, complete, or timely. For this reason, you acknowledge and agree that you are not relying on any of the information on the Interfaces for any purpose and expressly (i) disclaim any reliance on any information on the Interface or within the Features, and (ii) acknowledge that Association will not be liable for any such information provided.
You should take all steps to independently verify any information on any Interface on which you intend to rely and should not take action based solely on any information contained on any Interfaces, including blog posts, data, articles, links to third-party content, social media content (including Discord, Telegram or X), news feeds, tutorials and videos.
None of the information provided on the Interfaces or through the Features should be construed as professional or investment advice, and Association does not owe any duties and does not have any obligations to you based on the information provided on the Interfaces or through the Features.
None of the information provided on the Interfaces or any of the Features shall be interpreted as an invitation or inducement to (A) exercise any rights to acquire, dispose of, underwrite, or convert any cryptoassets or digital assets or (B) buy, sell, or induce a user to buy or sell any cryptoassets or digital assets.
2.1 We reserve the right, in our sole discretion, to modify the Terms at any time or from time to time. The modified Terms will be posted on an Interface, and will provide the last updated date at the top. Any modified Terms will become effective upon posting. By continuing to access, use or otherwise interact with any Interface or Feature after the effective date of any modification to the Terms, you are providing your explicit agreement to be bound by the Terms as modified. If you do not agree to be bound by any updated Terms, you are prohibited from using, accessing, or otherwise interacting with the Interfaces or Features. It is your responsibility to check any Interface you use regularly for modifications to the Terms of Use.
2.2 We also reserve the right, in our sole discretion, to modify the Interfaces or Features at any time and from time to time, with or without notice to you. We may also eliminate any Interface or Feature, at our sole discretion, with or without notice, including deleting or otherwise materially modifying information, and we owe you no obligation to continue to provide any Interface or Feature under any circumstances.
3.1 Your Representation. The Interfaces and Features are intended only for users who are 18 years of age or older. If you are entering into the Terms on behalf of an entity, such as the company you work for, you represent to us that you have the legal authority to bind such an entity. If you do not meet these requirements, you are prohibited from accessing, using or otherwise interacting with the Interfaces or Features.
You represent and warrant that you are not, and for the duration of the time you use the Interfaces and Features, will not be (i) the subject of economic or trade sanctions administered or enforced by any governmental authority or otherwise designated on any list of prohibited or restricted parties; (ii) in contravention of any laws and regulations pertaining to anti-money laundering or terrorist financing; (iii) included on the List of Specially Designated Nationals and Blocked Persons maintained by the US Treasury Department’s Office of Foreign Assets Control (OFAC) or on any list pursuant to European Union (EU) and/or United Kingdom (UK) regulations (as the latter are extended to the Cayman Islands by statutory instrument); or (iv) operationally based or domiciled in a country or territory in which sanctions imposed by the United Nations (whether through the Security Council or otherwise), OFAC, the EU and/or the UK apply, or otherwise pursuant to sanctions imposed by the United Nations, OFAC, EU, or UK. If at any point the above is no longer true, then you must immediately cease using the Interfaces and Features.
You acknowledge that you – and only you – are responsible for properly configuring, as applicable, and using the Features or incorporating the Features into your applications or Wallet and for taking appropriate action to secure your data, including without limitation, financial or token information and private keys.
You acknowledge and agree that you have the financial and technical sophistication to properly use and interact with the Interfaces and Features and that you understand the inherent risks of blockchain technology. You understand that transacting in cryptoassets and applications utilizing cryptoassets is risky and may subject you to cyberattack, loss of cryptoassets, unknown exploits, smart contract risks, governance attacks, and other risks related to blockchain transactions. You also understand that transactions executed and settled via smart contracts are not reversible and you may not have recourse in the event of a malicious, fraudulent, or inadvertent transaction.
3.2 Your Responsibilities & Prohibited Conduct. You agree to access, use or otherwise interact with the Interfaces and Features only in an authorized, proper and appropriate manner and in accordance with these Terms and with all applicable laws.
You agree that you will not:
You acknowledge and agree that in the event that you use an Interface or Feature in a prohibited manner, we may investigate or take any other action we deem necessary, including cooperating with law enforcement or bringing claims against you if they result in harm or damage to Association, to rectify the prohibited conduct or any consequences resulting therefrom.
You hereby acknowledge and agree that using the Interfaces or Features may result in tax consequences. It is solely your responsibility to determine whether there are any tax consequences from any transactions you initiate using the Interfaces or Features, and you are solely responsible for ensuring compliance with applicable tax laws in your tax resident jurisdiction.
3.3 Your Feedback. You may provide feedback to us or otherwise submit questions and inquiries through some of the Interfaces (“Feedback”). We welcome Feedback relating to improvements or updates to the Interfaces or Features, or inquiries about the same. We will try to review your Feedback, but are not obligated to do so nor are we obligated to release any modifications or improvements you submit to us based on your Feedback.
You acknowledge and agree that we will own all right, title, and interest in and to all Feedback you submit. You represent and warrant that (i) you and your licensors own all right, title, and interest in and to your Feedback; and (ii) you will not violate any intellectual property or other rights of third parties in providing Feedback to us.
4.1 Ownership & License. Association or its licensors own all right, title, and interest, including all intellectual property rights, in and to the Interfaces and Features, including any related content and technology, unless otherwise indicated. Subject to the Terms, Association hereby grants you a personal, limited, revocable, non-exclusive, non-sublicensable, non-transferable license to use, copy, and distribute in connection with such use the Interfaces and Features. This license is solely intended to allow you to access, use or otherwise interact with the Interfaces and Features.
You acknowledge and agree that you do not receive any other rights to the Interfaces or Features other than those specified in the Terms. Certain Features may be provided to you under a separate license; third party features or applications integrated into the Interfaces or Features may be subject to other or additional intellectual property licenses and thus, you must review any terms relevant to those third party features or applications to determine the relevant license applicable thereto. You agree you will not violate the terms of any such separate license.
4.2 Reciprocal License. By using any Interface or Feature, you grant us a limited, non-exclusive, sublicensable, worldwide, royalty free license to use, copy, modify and display any content or Feedback you provide to us or that you post on or through any of the Interfaces or Features solely for our business purposes, including but not limited to the purpose of providing the Interfaces or Features for so long as is necessary to do so.
4.3 Association’s Trademarks. Kintsu graphics, logos, page headers, button icons, scripts, and service names are trademarks, registered trademarks or trade dress of Association (the “Association Marks”). All other trademarks not owned by Association that appear on this Site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Association. You may use the Association Marks only in accordance with, and subject to the terms of, these Terms. By using any of the Association marks, or any variation thereof, you acknowledge that Association owns the Association Marks (or variation thereof), and you agree that all use of the mark or any variation thereof inures to the benefit of Association. To the extent you use the mark or any variation thereof in connection with any illegal or dishonest activity, we have the right to revoke this trademark license, and at that time, you will cease any and all use of the mark and any variation thereto.
You may link to the Interfaces, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our express written consent.
5.1 As discussed throughout the Terms, the Interfaces and Features may be integrated with or otherwise give access to applications, services, sites, technology, data, operations, features and resources that are provided or otherwise made available by third parties (“Third Party Services”).
If the Interfaces or Features contain links to such Third Party Services, they are provided for your convenience only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access a Third Party Service integrated with or linked to any Interface or Feature, you do so entirely at your own risk and subject to the terms and conditions of use for such websites. We reserve the right to withdraw linking permission without notice.
As further noted throughout these Terms, your access and use of Third Party Services may be subject to additional terms and conditions, privacy policies, or other agreements with those third parties, which Association does not control and otherwise may have no relationship with. Association also has no control over and is not responsible for such Third Party Services, including for the accuracy, availability, reliability, verification, or completeness of information or content shared by or available through Third Party Services, or the privacy practices of Third Party Services.
Your use of any Third Party Services is directly between you and that third party, and you acknowledge and agree that Association will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third Party Services. You, and not Association, will be responsible for any and all costs and charges associated with your use of any Third Party Services.
Please review any applicable terms, privacy policies or agreements of Third Party Services prior to using such services. The integration or inclusion of such Third Party Services does not imply an endorsement or recommendation of such Third Party Services.
6.1 General. You agree to defend, indemnify, and hold harmless us, our representatives, contributors, contractors, employees, supervisors, representatives and directors, and our licensors, and each of their respective employees, officers, directors, and representatives (collectively, the “Association Parties”) from and against all liability for monetary damages, contractual claims of any nature, economic loss (including direct, incidental or consequential damages), loss of income or profits, fines, penalties, exemplary or punitive damages, and any other injury, damage, or harm, including reasonable attorney’s fees (“Damages”) that relate in any way to any demand, claim, regulatory action, proceeding or lawsuit, regardless of the cause or alleged cause, whether the allegations are groundless, fraudulent, false, or lack merit and regardless of the theory of recovery (“Claim(s)”) arising out of or relating to: (i) your use of the Interfaces or Features (including any use by your customers, users, employees, and other personnel); (ii) breach of the Terms or violation of applicable law by you, your customers, users, employees and other personnel; (iii) a dispute between you and any third party; (iv) your alleged or actual infringement or misappropriation of any third party’s intellectual property or other rights; and (v) your Feedback. In the event we receive any third party subpoena or other compulsory legal order or process associated with Claims described in (i) through (v) above, then in addition to the indemnification set forth above, you will reimburse us for our employees’ and contractors’ time and materials spent responding to such matters at our then-current hourly rates as well as our reasonable attorneys’ fees.
6.2 Process. If you are obligated to indemnify us, then you agree that we will have the right, in our sole discretion, to control any action or proceeding and to determine whether we wish to settle, and if so, on what terms, and you agree to fully cooperate with us in the defense or settlement of such Claim.
7.1 Interfaces and Features. By accessing the Interfaces or Features, you hereby acknowledge and agree that Association cannot and does not guarantee the functionality, security, or availability of the Interfaces or Features. The technologies on which the Interfaces or Features rely may be subject to sudden changes and we cannot and do not guarantee that your access to the Interfaces or Features or the ability to transact thereon will be uninterrupted or error free or that your cryptoassets will be secure at all times. You assume all risks related thereto.
7.2 No Representations or Warranties. THE INTERFACES OR FEATURES ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED OR WAIVED, NEITHER WE NOR ANY OTHER ASSOCIATION PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE INTERFACES OR FEATURES, AND THE ASSOCIATION PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (i) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, (ii) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OR TRADE, (iii) THAT THE INTERFACES OR FEATURES WILL BE ACCURATE, UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, AND (iv) THAT ANY CONTENT OR ASSETS WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED.
7.3 Limitations of Liability. THE ASSOCIATION PARTIES WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS OR USERS, OPPORTUNITIES, GOODWILL, USE, DATA, CONTENT OR OTHER ASSETS), EVEN IF ANY OF THE ASSOCIATION PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NONE OF THE ASSOCIATION PARTIES WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (i) YOUR INABILITY TO USE, OR ANY DELAY IN THE USE OF, THE INTERFACES OR FEATURES, INCLUDING AS A RESULT OF ANY (A) TERMINATION OF THE TERMS OR YOUR USE OF OR ACCESS TO THE INTERFACES OR FEATURES, (B) OUR SUSPENSION OR DISCONTINUATION OF ANY OR ALL OF THE INTERFACES OR FEATURES, OR, (C) ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE INTERFACES OR FEATURES FOR ANY REASON; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (iii) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THE TERMS OR YOUR USE OF OR ACCESS TO THE INTERFACES OR FEATURES; (iv) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR DATA; OR (v) ANY CHANGE IN VALUE OF ANY CRYPTOASSET. IN ANY CASE, THE ASSOCIATION PARTIES’ AGGREGATE LIABILITY UNDER THESE TERMS WILL NOT EXCEED $100. THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
7.4 Disclaimers. Digital asset strategies involve risk, including the potential loss of all invested assets. Past performance is not indicative of future results. None of Kintsu, Upshift or any vault curator are providing investment advice and they do not hold or manage users’ assets. SuperMON is not available to UK persons. By accessing SuperMON, you confirm that you are not a UK person and you are not acting on behalf of a UK person.
Third-party curators do not provide investment advice, do not hold or manage user assets, do not exercise discretionary authority over user accounts, and are not responsible for user allocations or outcomes. No client or fiduciary relationship is created with any user, and no personal recommendations or suitability assessments are provided.
Water Cooler Studios, Inc., the development company that created the technology underlying the Kintsu protocol, may receive certain fees related to Water Cooler Studios, Inc.’s usage of the Kintsu protocol, users’ usage of SuperMON and partnerships with Monad ecosystem companies and protocols. These fees and opportunities will be submitted for ratification via decentralized governance upon our launch thereof.
KINTSU DEFI PRODUCTS, INCLUDING SMON AND SUPERMON, ARE NOT BEING OFFERED AS INVESTMENT PRODUCTS, SECURITIES OR FUNDS AND ANY STRATEGY UTILIZED BY KINTSU DEFI PRODUCTS DOES NOT CONSTITUTE INVESTMENT ADVICE. YOU ARE MAKING YOUR OWN INVESTMENT DECISION AS TO WHETHER TO UTILIZE THE KINTSU DEFI PRODUCTS AND NO PERSON OR ENTITY IS ACTING AS A FIDUCIARY WITH DUTIES TO YOU BY PROVIDING THE KINTSU DEFI PRODUCTS. YOU SHOULD CONSIDER ANY CAPITAL ALLOCATED TO A KINTSU DEFI PRODUCT AS BEING IDENTICAL TO PURCHASING A SPOT COMMODITY LIKE GOLD FOR SPECULATIVE PURPOSES AS THERE IS NO CENTRALIZED TEAM BACKING THE KINTSU DEFI PRODUCTS AGAINST WHICH YOU COULD SEEK AND OBTAIN RECOURSE.
8.1 Governing Law. The Terms – and your use of the Interfaces and Features – are governed by the laws of the Cayman Islands, without regard to conflict of laws rules. Any arbitration commenced against us is subject to the Arbitration Rules of the Cayman International Mediation and Arbitration Centre.
8.2 Dispute Resolution. Prior to commencing any legal proceeding against us of any kind, including an arbitration, you and we agree that we will attempt to resolve any Claim by engaging in good faith negotiations. Such negotiations require that the aggrieved party provide a written notice to the other party specifying the nature and details of the dispute (the “Initial Notice”). The party receiving such notice shall have twenty days to respond, and within forty-five days after the Initial Notice was sent, the parties shall meet and confer in good faith to try and resolve the Claim. If the parties are unable to do so within ninety days of the Initial Notice, the parties may agree to mediate their dispute or either party may submit to arbitration according to these Terms.
8.3 Mandatory Arbitration Provision. Any dispute, claim or controversy arising out of or relating to the Terms, Interfaces or Features, or the breach, termination, enforcement, interpretation or validity of the Terms, including the determination of the scope or applicability of this agreement to arbitrate, will be determined by arbitration in the Cayman Islands before one arbitrator. This clause will not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
YOU UNDERSTAND THAT BY AGREEING TO THE TERMS, THE PARTIES ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION OR CLASS ARBITRATION.
8.4 Waiver of Right to Bring Class Action or Representative Claims. Any arbitration under the Terms will take place on an individual basis – class arbitrations and class actions are not permitted.
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 your individual capacity and not as a party (plaintiff or otherwise) or member of any class (or purported class), consolidated proceeding, multi-plaintiff proceeding or representative action or proceeding.
Any arbitration will not be permitted to be consolidated or aggregated with any other arbitration and the arbitrator will not have any authority to do so, and will not have the authority to make an award to any person or entity not a part of the individual arbitration in which you are a party. You further agree that any arbitrator may not preside over any form of class action involving you and us.
8.5 Updated Terms Require Arbitration. If you have been using an Interface or Feature, and thus, have agreed to the Terms, but determine eventually to cease doing so based on updates made to any Terms, your agreement to arbitrate any dispute with us and your waiver of any class action or representative claims remains in full force and effect.
9.1 Nothing in the Terms shall be construed to create any relationship between you and us other than as defined herein. Neither you nor us is an agent of each other under these Terms or otherwise, and you shall have no right to hold yourself out as in any way having a relationship with us other than as someone using, accessing or otherwise interfacing with the Interface and/or Features.
9.2 You agree that you are not permitted to assign or otherwise transfer any of your rights and obligations under the Terms, but Association may assign or transfer the Terms, in whole or in part, without restriction. Any assignment or transfer in violation of this Section will be void. Subject to the foregoing, the Terms will be binding upon, and inure to the benefit of, the parties and their respective permitted successors and assigns.
10.1 The Terms, including any policies that expressly incorporate the Terms by reference, constitute the entire agreement between you and us regarding the subject matter herein. The Terms supersede all prior or contemporaneous representations, understandings, agreements, or communications between you and us, if any, whether written or verbal, regarding the subject matter of the Terms.
11.1 The failure by us to enforce any provision of the Terms 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 in writing to be effective.
12.1 If any portion of the Terms are held to be invalid or unenforceable, the remaining portions of the Terms will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effectuate the intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from the Terms but the rest of the Terms will remain in full force and effect.
13.1 You may contact us regarding the Interfaces, Features or these Terms by e-mail at legal@kintsu.xyz.