Clarity Protocol Terms of Service

1. Eligibility

The Service is intended solely for persons who are 18 or older. By accessing or using the Service, you represent and warrant that you are not legally prohibited from doing so under the laws of the country in which you access or use them.

2. About the Service; Registration

The Service provides users the ability to: create, join, communicate with, or access information regarding participating DAOs; make or engage with voting or other DAO features; post, share or consume Content (defined below); and to potentially earn rewards; all as may be configured by any DAO you create or engage with. The Service will also allow you to engage with Clarity features and participate in any Clarity rewards program. To access and use the Service, you must register an account (“User Account”). To create a User Account, follow the prompts on the Site. You agree to provide accurate, current and complete information during registration and to update such information to keep it accurate, current and complete. You agree that you will safeguard your password and that you are solely responsible for any activities or actions under your User Account, whether or not you have authorized such activities or actions. You will immediately notify us of any unauthorized use of your User Account. You are solely responsible for your Content (defined below) and User Account. You can cancel your User Account at any time by logging into your account or contacting us using the contact information provided below. We may refuse to provide you with an account, or suspend or terminate your account, at any time in our sole discretion, with or without a reason, and without prior notice. We will not be liable to you or to any other party for such refusal, suspension, or termination. Following suspension or termination of your account, we retain all legal rights under this Terms (in law and equity). Registration via Third Party Service: We may also allow you to create a User Account via certain third party social networking sites (“SNS”) (such as Google, Apple or Meta/Facebook) (each a “Third Party Service” or “TPS”) by following the prompts on the Site. If so, you represent that you are entitled to disclose your TPS account login information to us and to grant us access to your TPS account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable TPS account and without obligating us to pay any fees or making us subject to any usage limitations imposed by such TPS providers.

3. Fees; Digital Assets and NFTs; Taxes

In exchange for the Services, we may impose fees to be paid by DAOs or by Users (the “Service Fee”). Service Fees are non-refundable. The Site or Service may allow you to obtain, manage or collect digital assets or blockchain non-fungible tokens (“NFT”). Any rights in an NFT may be subject to a license and you agree to comply with the terms of any such license. You may be allowed to buy NFTs from Clarity on the Site. You acknowledge that when an NFT transfer record is submitted to the blockchain, it is digitally recorded and there is no mechanism to delete the transfer record or otherwise reverse the transfer. All purchases of NFTs are therefore final and non-refundable. Your public address and NFT information will be publicly visible. To participate in a DAO, stake to a DAO, receive DAO rewards, purchase or receive NFTs, or take other actions, you may be required to connect a compatible digital wallet. The creation, maintenance, and operation of the wallet are transactions directly between you and the wallet provider; Clarity is not a party to, or responsible for, any aspect of the creation, maintenance, operation, or security of any connected wallet. We may collect sales or use tax on transactions performed on the Site if we determine that we are required to collect any sales, use, value-added, or other taxes, assessments, and duties based on your purchase of NFTs or other use of the Services (“Taxes”). It is solely your responsibility to assess, collect, report, or remit the correct tax to the proper tax authority. You acknowledge that we, or our designated service providers, may make certain reports to tax authorities regarding transactions processed using the Services. If any Taxes are due based on your use of the Services, you will pay those taxes or reimburse us if we are required to pay them.

4. User Content

We are not obligated to pre-screen material, information, data or images posted or submitted by Users (“Content”) on, by or through the Service. We may, but have no obligation to, remove Content that violates our policies or this Terms. Any Content you post remains yours but may shared to a blockchain. Content you post, messages you send, and other information you post will be available to users of the Site and may be available in other systems, websites or blockchains. By posting, uploading, displaying, performing, transmitting, or otherwise distributing Content by, to or through the Service, you are granting Clarity, its affiliates, officers, directors, employees, consultants, agents, and representatives a perpetual, royalty-free, paid-up, sublicensable, transferable, irrevocable, non-exclusive, worldwide license to use, copy, modify, create derivative works of, display, perform, publish, distribute, translate, and reformat, in any form, medium or manner, any text, information, data, materials, images, or other such content worldwide. You further authorize Clarity and its affiliates to use, reuse, and to grant others the right to use and reuse, your Content, and any reproduction or simulation thereof, in any form of media or technology now known or hereafter developed, both during and after your use of the Service(s), for any purposes related to the Service(s). You will not be compensated for any of your Content. By posting Content on, to or through the Service(s), you warrant and represent that you own the rights to the Content or are otherwise authorized to post the Content and grant the licenses herein. You will not upload, download, display, perform, transmit, or otherwise distribute any Content in violation of any party's copyrights, trademarks, patents, or trade secrets. You are solely responsible for any violations of any laws and for any infringements of rights caused by any content you provide, post, or transmit, or that is provided or posted or transmitted using your account. If you submit comments, ideas, or suggestions about the Service, including without limitation suggestions for improvements, you agree that we are free to use and disclose such comments, ideas, and suggestions without additional compensation to you. You hereby grant us a perpetual, irrevocable, paid up, royalty free, nonexclusive, sublicensable, transferable, worldwide license to implement your submitted comments, ideas, and suggestions and/or use them for any other purpose.

5. User Affirmations, Conduct and Use

By using the Service or Site, you represent, warrant and agree to the following:

6. Ownership; Licenses

The Service is protected by copyright, trademark, and other laws of the United States and foreign countries. You acknowledge and agree that the Service, including the Site and all associated intellectual property rights, is the exclusive property of Clarity and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, revocable, non-transferable license, to (i) access and utilize the Services made available to you, and (ii) access and view any Content of other Users which you are permitted access. You have no right to sublicense the license rights granted in this section. You represent, warrant and agree that you will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Services, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by us or our licensors, except for the licenses and rights expressly granted in these Terms.

7. Digital Millennium Copyright Act

If you are a copyright owner or an agent thereof and believe that any Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C § 512(c)(3) for further detail):

Our designated Copyright Agent to receive notifications of claimed infringement is Clear Contracts, Inc., email: copyright@clearcontracts.io, address: 11231 US Highway 1 - #428, North Palm Beach, FL 33408. You acknowledge that if you fail to comply with all of these requirements, your DMCA notice may not be valid. Counter-Notice. If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the material in your User Submission, you may send a counter-notice containing the following information to the Copyright Agent:

If a counter-notice is received by the Copyright Agent, we may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed Content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the Content provider, the removed Content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.

8. Links

The Site may contain links to third-party websites or resources (of DAOs or other third parties). You acknowledge and agree that we are not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by us. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the content, products or services on or available from such websites or resources.

9. Disclaimers

IF YOU CHOOSE TO USE THE SERVICES, YOU DO SO AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, CLARITY EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. CLARITY MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. CLARITY MAKES NO WARRANTY REGARDING THE QUALITY OF THE SITE. YOU ACKNOWLEDGE AND AGREE TO INDEMNIFY AND HOLD CLARITY HARMLESS IN CONNECTION WITH ANY CLAIM AND ANY DAMAGES OR EXPENSES ARISING FROM OR RELATED TO YOUR USE OF THE SERVICES. Some jurisdictions restrict the disclaimer of warranties and/or exclusion of damages, so such disclaimers and exclusions may not apply to you.

10. Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE OR SERVICE REMAINS WITH YOU. NEITHER CLARITY NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY DIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, FROM THE USE OF OR INABILITY TO USE THE SITE OR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CLARITY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

11. Indemnification

You agree to release, defend, indemnify, and hold Clarity and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal fees, arising out of or in any way connected with (a) your access to or use of the Site, or your violation of these Terms; (b) your use of the Services; (c) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (e) any claim that your use of the Services caused damage to a third party. Clarity shall have the right to control all defense and settlement activities. You acknowledge and agree that we have relied on the representations, warranties, disclaimers, and limitations of liability in these Terms (which reflect a reasonable and fair allocation of risk between the parties and form an essential part of the bargain) in entering this Terms and allowing you to access the Site. We would be unable to provide the Site without these provisions. If despite the provisions herein, Clarity is found to be liable for damages to you or another party, our aggregate liability is limited to the greater of (i) the amount you actually paid us for the Services within the three months preceding the event causing the claimed liability, and (ii) $100.

12. Force Majeure

Clarity will have no responsibility or liability for any failure or delay in performance of any Services, or any loss or damage that you may incur, due to any circumstance or event beyond the control of Clarity, including without limitation any pandemic, flood, extraordinary weather conditions, earthquake, or other act of God, fire, act of war, terrorist act, insurrection, riot, labor dispute, accident, action of government, communications, power failure, or equipment or software malfunction.

13. Disputes and Arbitration Procedures

Any claim or dispute arising between you and Clarity that relates in any way to these Terms, your use of or access to the Service(s), actions by Clarity or its agents, or any transaction through the Service(s), will be resolved exclusively through final and binding arbitration, rather than in court. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The parties agree that they will not appeal any arbitration decision to any court. As an alternative, you may file a claim in small claims court, if your claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. Equitable Remedies: Notwithstanding the foregoing, Clarity may seek and obtain injunctive relief in any court of competent jurisdiction. Prohibition of Class and Representative Actions and Jury Trials: YOU AND CLARITY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS ACTION OR OTHER REPRESENTATIVE STATUS. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS OR PRESIDE OVER ANY CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. THE ARBITRATOR MAY AWARD RELIEF ONLY TO THE INDIVIDUAL PARTY SEEKING RELIEF FOR THAT PARTY’S INDIVIDUAL CLAIMS. YOU EXPRESSLY WAIVE ANY RIGHT TO A JURY TRIAL. Arbitration Procedures: The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules as modified by this Terms. The AAA's rules are available at www.adr.org. A party who intends to seek arbitration must first send to the other a Notice of Dispute (“Notice”) describing the nature and basis of the claims the party is asserting and the relief sought. A Notice to Clarity must be sent by certified mail to Clarity Protocol LLC, Attn: Notice of Dispute, 11231 US Highway 1 - #428, North Palm Beach, FL 33408. Clarity will send any Notice to the email address on file for your Clarity account; it is your responsibility to keep your email address up to date. If you and Clarity are unable to resolve the claims in the Notice within 30 days after the Notice is sent, either party may initiate arbitration proceedings. A form for initiating arbitration proceedings is available at www.adr.org. In addition to filing this form with the AAA in accordance with its rules and procedures, the party initiating the arbitration must mail a copy of the completed form to the opposing party. You may send a copy to Clarity at the following address: 11231 US Highway 1 - #428, North Palm Beach, FL 33408. If Clarity initiates an arbitration, it will send a copy of the completed form to the email address on file for your Clarity account. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. Settlement offers shall not be disclosed to the arbitrator. Any arbitration hearings shall be held in Wilmington, Delaware unless all parties mutually agree to an alternative location or video conference arbitration. If the value of the relief sought is $1,000 or less, either you or Clarity may elect to have the arbitration conducted by telephone, video conference, or based on written submissions. The arbitrator will decide all claims consistent with applicable law and will honor privileges recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving other users. The arbitrator's award shall be final and binding; judgment on the award may be entered in any court having jurisdiction thereof. Opt-Out Procedure: YOU CAN REJECT THE ARBITRATION REQUIREMENT HEREIN BY MAILING CLARITY A WRITTEN NOTICE POSTMARKED NO LATER THAN 30 DAYS AFTER THE DATE YOU OPEN YOUR ACCOUNT FOR THE FIRST TIME. The Notice must include your name, street address, city, state and zip code, and the user ID(s) and email address(es) associated with the Clarity account(s) to which the opt-out applies and must be signed by you. You must mail the Opt-Out notice to 11231 US Highway 1 - #428, North Palm Beach, FL 33408. This is the only way to opt out of arbitration; the rest of these Terms will continue to apply. Opting out of arbitration as provided in this version of these Terms has no effect on any other or future arbitration agreements you may have with Clarity.

14. General Terms

If the arbitration provisions above are found not to apply to your claim, the state courts located in Delaware and the Federal courts located in Delaware will have exclusive jurisdiction, and you agree to submit to the personal jurisdiction of these courts. The laws of the State of Delaware, without regard to principles of conflict of laws, will govern this Terms and any claim or dispute between you and Clarity. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Site, these Terms, or the Privacy Policy must be filed within one (1) year after such claim or cause of action arose or be forever barred. These Terms, the Privacy Policy, and all policies posted through the Service(s) constitute the entire agreement between you and Clarity and supersede any prior agreements between you and Clarity (including, but not limited to, any prior versions of these Terms). We may assign our rights under these Terms in our sole discretion; you may not assign or transfer any of your rights under these Terms other than as provided herein, and any other attempted assignment or transfer of rights by you shall be void and have no effect. The failure of Clarity to exercise or enforce any of its rights shall not constitute a waiver of those rights. Headings are for reference purposes only and do not limit the scope or extent of any section. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck out and the remaining provisions will remain in force. The provisions of these Terms which by their nature are intended to survive termination of these Term will survive its termination. There are no intended third-party beneficiaries of these Terms.

15. Notice to California Residents.

If you are a California resident, under California Civil Code § 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Services or to receive further information regarding use of the Services.

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