dYdX.xyz
Terms of Use 

These terms of use (“Terms”) govern your relationship with dYdX International Ltd, a  company incorporated in the Cayman Islands (“DI”, “we”, “our”, “ours” and “us”) and your use of (a) the website administered by us and located at www.dydx.xyz and (b) any information, materials, content, or services available therein (collectively, “Site”).

Please read these Terms carefully as these Terms govern your use, rights and obligations as well as our disclaimers and limitations of legal liability in respect of the Site, including, without limitation (a) the user interface that facilitates access to (i) third party services websites using dYdX Protocol that is independent from and unaffiliated with DI and (ii) access to the smart contracts for activities related to the DYDX tokens, and (b) the forum related to governance of the dYdX Protocol (such services, collectively, “Services”. By using the Site, you agree to be bound by these Terms. If you do not agree completely to these Terms, you must not access or use the Site.  

THIS AGREEMENT CONTAINS A BINDING INDIVIDUAL ARBITRATION  AGREEMENT AND CLASS ACTION WAIVER IN SECTION 13. THIS AFFECTS YOUR  RIGHTS WITH RESPECT TO ANY “DISPUTE” BETWEEN YOU AND DI AND MAY REQUIRE YOU TO RESOLVE DISPUTES IN BINDING, INDIVIDUAL  ARBITRATION, AND NOT IN COURT. PLEASE READ THIS ENTIRE AGREEMENT,  INCLUDING THAT PROVISION, CAREFULLY.

These Terms do not govern any activity in which you may engage involving crypto-assets and other blockchain-based assets (collectively, “Digital Assets”) or otherwise outside of the Site, including any transactions in which you may engage using the dYdX Protocol on independent and unaffiliated platforms or websites. We disclaim any and all liabilities as well as warranties in this regard.

1. Eligibility

1.1 You must be at least the age of majority in your jurisdiction to access or use the Site. By  accessing or using the Site, you represent that you are at least the age of majority (e.g., 18  years of age) and have the full right, power, and authority to enter and comply with and be bound by these  Terms. If you access or use the Site on behalf of a legal entity, (a) all references to “you”  throughout these Terms will include that entity, (b) you represent that you are authorized  to accept these Terms on that entity’s behalf, and (c) in the event you or the entity  violates these Terms, the entity agrees to be responsible to us.

1.2 You further represent that you (a)  are not 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, including but not limited to the list maintained by the U.S. Department of Treasury’s Office of Foreign Assets Control, the European Union, the United Kingdom, Switzerland or the United Nations (“Sanctions”) such as Crimea region, Cuba, Iran, North Korea, Syria, are is not under the control of any person or entity subject to Sanctions; (b) are not a  citizen, resident, or organized in a jurisdiction or territory that is based in the United States, Canada, the United Kingdom or any other jurisdiction that is a Restricted Jurisdiction pursuant to the dydx.trade Terms of Use (https://dydx.trade/terms) and (c) do not intend to transact with persons from the Restricted Jurisdictions.

2. Use of the Site and Prohibited Conduct

2.1 As a condition to accessing or using the Site and/or the Services, you represent and warrant to DI the following:

• Your use of or access to the Site and/or Services is not (i) prohibited by and does not otherwise violate or assist you to violate any domestic or foreign law, rule, statute, regulation, by-law, order, protocol, code, decree, or another directive, requirement, or guideline, published or in force that applies to or is otherwise intended to govern or regulate any person, property, transaction, activity, event or other matter, including any rule, order, judgment, directive or other requirement or guideline issued by any domestic or foreign federal, provincial or state, municipal, local or other governmental, regulatory, judicial or administrative authority having jurisdiction over DI, you, the Site and/or the Services, or as otherwise duly enacted, enforceable by law, the common law or equity (collectively, “Applicable Laws”); or (ii) contribute to or facilitate any illegal activity.
• You will not:
  
  • Conduct any activity that seeks to interfere with or compromise the integrity, security,  or proper functioning of any computer, server, network, personal device, or  other information technology system, including (but not limited to) the deployment of viruses and denial of service attacks;
  • Perform any activity to defraud any person or entity, including but not limited to providing any false, inaccurate, or misleading information in order to  unlawfully obtain the property of another; aah
  • Violate any Applicable Laws including, without limitation, any relevant and applicable anti-money laundering and anti-terrorist financing laws and sanctions programs, such as, without limitation, the Bank Secrecy Act and the U.S. Department of Treasury’s Office of Foreign Asset Controls;
  • Engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under Applicable Law, including but not limited to, sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder;
  • Engage in using the Governance Contracts in any way that results in the distribution of DYDX tokens in the community treasury to holders of the DYDX tokens;
  • Misuse DI’s intellectual property, name, or logo, including DI’s trade or service marks, without express consent from DI or in a manner that otherwise harms DI; any action that implies an untrue endorsement by or affiliation with DI;
  • Use the Site and/or Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Services, or that could damage, disable, overburden, or impair the functioning of the Site or the Services in any manner;
  • Circumvent any content-filtering techniques, security measures or access controls that DI employs on the Site, including, without limitation, through the use of a VPN;
  • Use any robot, spider, crawler, scraper, or other automated means or interface not provided by us, to access the Services or to extract data, or introduce any malware, virus, Trojan horse, worm, logic bomb, drop-dead device, backdoor, shutdown mechanism or other harmful material into the Site or the Services;
  • Provide false, inaccurate, or misleading information while using the Site or the Services or engage in activity that operates to defraud DI, other users of the Site and/or Services, or any other person;
  • Use or access the Site or Services to transmit or exchange cryptoassets that are the direct or indirect proceeds of any criminal or fraudulent activity, including, without limitation, terrorism or tax evasion;
  • Use the Site in any way that is, in our sole discretion, libelous, defamatory, profane, obscene, pornographic, sexually explicit, indecent, lewd, vulgar, suggestive, harassing, stalking, hateful, threatening, offensive, discriminatory, bigoted, abusive, inflammatory, fraudulent, deceptive, or otherwise objectionable or likely or intended to incite, threaten, facilitate, promote, or encourage hate, racial intolerance, or violent acts against others;
  • Harass, abuse, or harm of another person or entity, including DI’s employees and service providers;
  • Impersonate another user of the Services or otherwise misrepresent yourself; and/or
  • Encourage, induce or assist any third party, or yourself attempt, to engage in any of the activities prohibited under this Section 2 or any other provision of these Terms.

2.2    As a condition to accessing or using the Services or the Site, you acknowledge, understand, and agree to the following:

• from time to time the Site and/or the Services may be inaccessible or inoperable for any reason, including, without limitation: (a) equipment malfunctions; (b) periodic maintenance procedures or repairs that DI or any of its suppliers or contractors may undertake from time to time; (c) causes beyond DI’s control or that DI could not reasonably foresee; (d) disruptions and temporary or permanent unavailability of underlying blockchain infrastructure; or (e) unavailability of third-party service providers or external partners for any reason; we reserve the right to disable or modify access to the Site and/or the Services at any time in the event of any breach of these Terms, including, without limitation, if we reasonably believe any of your representations and warranties may be untrue or inaccurate, and we will not be liable to you for any losses or damages you may suffer as a result of or in connection with the Site or the Services being inaccessible to you at any time or for any reason;
• the Site and/or the Services may evolve, which means DI may apply changes, replace, or discontinue (temporarily or permanently) the Site and/or Services at any time in its sole discretion;
• The information provided in the Site is for general informational purpose only and DI reserves the right to update, modify, or amend any contents herein, at its sole discretion and without prior notice.  Nothing herein should be used or considered as legal, financial, tax, or any other advice, nor as an instruction or invitation to act in any way by anyone;
  DI does not act as an agent for you or any other user of the Site and/or the Services;
  You are solely responsible for your use of and access to the Site and Services, including, without limitation, all of your transfers and receipts of Digital Assets;
• to the fullest not prohibited by Applicable Laws, we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, you hereby irrevocably disclaim, waive, and eliminate those duties and liabilities;
• you are solely responsible for reporting and paying any taxes incurred in connection with your use of the Site and/or Services; and
• we have no control over, or liability for, the delivery, quality, safety, legality, or any other aspect of any Digital Assets that you may transfer to or from a third party, and we are not responsible for ensuring that an entity with whom you transact completes the transaction or is authorized to do so (or repays any amounts it may be required to repay to you), and if you experience a problem with any transactions in Digital Assets using the Services, then you bear the entire risk.

2.3 As a condition to accessing or using the Site and/or the Services, you covenant to DI the following:

• in connection with interacting with the Services, you will only engage in the Services with crypto-assets that belong to you;
• you will obey all Applicable Laws in connection with using the Services, and you will not use the Site or the Services if the laws of your country, or any other Applicable Law, prohibit you from doing so;
• you do not intend to cause or assist with the distribution of DYDX tokens from the community treasury to holders of DYDX tokens;
• any DYDX tokens you use in connection with the Services are either owned by you or you are validly authorized to carry out actions using such DYDX tokens; and
• in addition to complying with all restrictions, prohibitions, and other provisions of these Terms, you will (i) ensure that, at all times, all information that you provide on the Site and during your use of the Services is current, complete, and accurate; (ii) maintain the security and confidentiality of your private keys associated with your cryptoassets, passwords, API keys and other related credentials; (iii) not sell DYDX tokens to persons from Restricted Territories; and (iv) if you are a US Person, not seek to acquire DYDX tokens using the Services or otherwise.

2.4 If you breach any provisions set out in this Section 2, we may, at our sole and absolute  discretion, without notice or liability to you, and without limiting any of our other rights  or remedies at law or in equity, immediately suspend or terminate your access to the Site and/or Services.

3. Termination

3.1  We may, at any time and at our sole discretion, suspend, terminate, deactivate, and/or delete your access to or any part of the Site with or without notice to you for any reason or for  no reason at all, including without limitation if: (i) you breach any provision of these Terms; and (ii) you infringe any intellectual property rights.

3.2 The following Sections of these Terms will survive termination of this agreement or  discontinuation of your access to any part of the Site: Section 7 (Disclaimer and No Warranties), Section 8 (Indemnification), Section 9 (Limitation of  Liability), Section 10 (Release), Section 13 (Dispute Resolution and Binding  Arbitration), Section 15 (Third Party Links), Section 16 (Miscellaneous).

4. Intellectual Property Ownership

4.1  You acknowledge and agree that we own all legal or beneficial right, title, license and/or interest in the  Site and its contents, including but not limited to software, code, text, images, all trademarks,  service marks, and trade names (“Materials”). You acknowledge that  Materials are protected by copyright, patent, and trademark  laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws.

4.2  You acknowledge that the Site or the Services may use, incorporate or link to certain open-source components and that your use of the Site or Services is subject to, and you will comply with any, applicable open-source licences that govern any such open-source components (collectively, “Open-Source Licences”). Without limiting the generality of the foregoing, you may not (a) resell, lease, lend, share, distribute, or otherwise permit any third party to use the Site or the Services; (b) use the Site or the Services for time-sharing or service bureau purposes; or (c) otherwise use the Site or the Services in a manner that violates any licence provided to you by DI or any other Open-Source Licences.

4.3 Subject to your compliance with these Terms, we provide you a limited, personal, non-exclusive, non-transferable, non-assignable, fully revocable license to use the Site which are proprietary to DI for your  individual use. This license is effective until terminated. We may terminate or suspend any or all portions or features of the Site at any time and for any reason or for no  reason with no notice or liability to you. This license does not give you any ownership rights in the  Materials. This license does not give you any rights in the trade or service marks you see on the Site. You may not use, copy, reproduce, or distribute any part of the names, logos, or other trade or service marks you see on the Site without the prior written consent from us.

5. No Fiduciary Duties

5.1 These Terms are not intended to, and do not, create or impose any fiduciary duties on us. To the fullest extent permitted by Applicable Laws, you acknowledge and agree that we owe no  fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby  irrevocably disclaimed, waived, and eliminated. You further agree that the only duties and obligations that we owe you are set out expressly in these Terms.

6. No Professional Advice

6.1 You agree and understand that all information contained on the Site or any other information that we make available at any time, including, without limitation, blog posts, articles, links to third-party content, discord content, news feeds, tutorials, tweets and videos are for informational and/or entertainment purposes only and should not be construed as legal, regulatory, financial, or tax advice. You should not take, or refrain from taking, any action based on any information contained in the Site. You should seek independent advice from professional advisers before making any decisions involving your use of the Site.

7. Disclaimers and No Warranties

7.1   YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND  USE OF THE SITE IS YOUR INDEPENDENT DECISION AND DONE SO AT YOUR SOLE RISK, AND THAT ACCESS TO THE SITE IS  PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE FULLEST EXTENT  PERMISSIBLE PURSUANT TO APPLICABLE LAWS, WE MAKE NO EXPRESS  WARRANTIES AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES  REGARDING ANY PART OF THE SITE, INCLUDING THE IMPLIED  WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR  PURPOSE, NON-INFRINGEMENT, CORRECTNESS, ACCURACY, OR  RELIABILITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,  WE DO NOT REPRESENT OR WARRANT THAT ACCESS TO THE SITE WILL BE  CONTINUOUS, UNINTERRUPTED, TIMELY, OR SECURE; THAT THE  INFORMATION CONTAINED IN THE INTERFACE WILL BE ACCURATE,  RELIABLE, COMPLETE, OR CURRENT; OR THAT THE SITE WILL BE FREE  FROM ERRORS, DEFECTS, VIRUSES, OR OTHER HARMFUL ELEMENTS.

7.2  YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING  INFORMATION OVER THE INTERNET, AND YOU AGREE THAT WE HAVE NO  LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY.  

7.3  WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS A RESULT OF YOUR USE OF ANY BLOCKCHAIN NETWORK OR  ANY DIGITAL ASSET WALLET OR OTHER ELECTRONIC WALLET,  INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS  ARISING FROM: (i) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR  INCORRECTLY CONSTRUED SMART CONTRACTS OR OTHER  TRANSACTIONS; (ii) SERVER FAILURE OR DATA LOSS; (iii) CORRUPTED  WALLET FILES; OR (iv) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD  PARTIES, INCLUDING BUT NOT LIMITED TO THE USE OF VIRUSES,  PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE  PLATFORM, BLOCKCHAIN NETWORK, OR ANY DIGITAL ASSET WALLET OR  OTHER ELECTRONIC WALLET.

7.4 WE ARE NOT RESPONSIBLE FOR LOSSES DUE TO BLOCKCHAINS OR ANY  OTHER FEATURES OF ANY BLOCKCHAIN NETWORK OR ANY DIGITAL  ASSET WALLET OR OTHER ELECTRONIC WALLET, INCLUDING BUT NOT  LIMITED TO LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO  REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE  BLOCKCHAIN NETWORK, INCLUDING FORKS, TECHNICAL NODE ISSUES, OR  ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT.

8. Indemnification

8.1  To the fullest extent permitted by Applicable Laws, you agree to indemnify, defend and hold  harmless DI, its affiliates, and each of its officers, directors, agents, partners, employees and team members (individually and  collectively, the “DI Parties”) from and against any losses, liabilities,  claims, demands, damages, expenses or costs (“Claims”) arising out of or related to (a)  your access to or use of the Site (b) your violation of these Terms; (c) your violation,  misappropriation, or infringement of any rights of another (including intellectual property  rights or privacy rights); or (d) your conduct in connection with the Site. You agree to  promptly notify DI of any third-party Claims, cooperate with the  DI Parties in defending such Claims and pay all fees, costs and expenses  associated with defending such Claims (including attorneys’ fees). You also agree that  the DI Parties will have control of the defense or settlement, at the DI Parties’ sole option, of any third-party Claims.

9. Limitation of Liability

9.1 To the fullest extent permitted by Applicable Laws, DI and the other DI Parties will not be liable to you under any theory of liability—whether  based in contract, tort, negligence, strict liability, warranty, or otherwise—for any  indirect, consequential, exemplary, incidental, punitive or special damages or lost profits arising out of your use of the Site or inability to access the Site, even if DI or the other DI Parties have been advised of  the possibility of such damages.

9.2 The total liability of DI and the other DI Parties for any claim arising out of or relating to these Terms, regardless of the form of the action, is  limited to the greater of US$100 or the amount paid by you to use the Site.

9.3 The limitations set forth in this Section 10 will not limit or exclude liability for the gross  negligence, fraud or intentional misconduct of DI or the other DI Parties or for any other matters in which liability cannot be excluded or limited  under Applicable Laws.

10. Release

10.1 To the fullest extent permitted by Applicable Laws, you release DI and the  other DI  Parties from responsibilities, liabilities, claims, demands and/or  damages (actual and consequential) of every kind and nature, known and unknown  (including claims of negligence), arising out of or related to disputes between users and  the acts or omissions of third parties.

11. Modification to these Terms

11.1   We may update, amend, alter, or modify these Terms in the future. You agree that the DI may make changes to these Terms at any time and for any reason at its  sole discretion. Your continued access or use of the Site after changes to these Terms will mean  that you accept any and all of such changes. If you do not agree to the amended Terms, you must stop using the Site.

12. Changes to the Site

12.1   We may update, amend, alter, change, or stop the Site, or any part of the Site, from time to time without prior notice to you.

12.2.  We do not have any maintenance, update, or support obligations with respect to the Site.  You agree that our updates to the Site may change the requirements necessary to use the Site, and you agree that in such an event you are responsible for any necessary actions,  including but not limited to updating software or hardware to access and use the Site.

12.3   We are not responsible for any loss or harm related to your inability to access or use the Site.

13. Dispute Resolution and Binding Arbitration

13.1  Please read the following section carefully because it requires you to arbitrate certain  disputes and claims with us and limits the manner in which you can seek relief from us,  unless you opt out of arbitration by following the instructions set forth below. No class or  representative actions or arbitrations are allowed under this arbitration provision. In  addition, arbitration precludes you from suing in court or having a jury trial.  

13.2   No Representative Actions. You agree that any dispute arising out of or related to these  Terms or our Services is personal to you and DI and that any dispute  will be resolved solely through individual action, and will not be brought as a class  arbitration, class action or any other type of representative proceeding.

13.3    Arbitration of Disputes. This Agreement shall be governed by and construed in accordance with the laws of Cayman Islands, without regard to the conflicts of law provisions thereof.  Any dispute, controversy or claim arising out of or relating to  this Agreement, including the formation, interpretation, breach or termination thereof,  including whether the claims asserted are arbitrable, will be referred to and finally resolved by arbitration administered by the Cayman International Arbitration Centre (CIAC) under the CIAC Arbitration Rules in force when the Notice of Arbitration is submitted, and the arbitral award shall be final and binding on both Parties. The seat of arbitration shall be New York. The number of arbitrators shall be one (1), who shall be jointly appointed by the Parties. If both Parties fail to agree on the appointment of the arbitrator within two (2) months from the date of the Notice of Arbitration, then CIAC shall appoint an arbitrator who must be fluent in reading, speaking, and writing English for the purpose of this section. The arbitration proceedings shall be conducted in English. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof.  The prevailing party in any arbitration shall be entitled to recover costs and attorneys’ fees. Any notice shall be given in writing by electronic mail or posting to DI’s online coordination systems and addressed to the party to be notified at the e-mail address or applicable username as the party may designate by 10 days’ advance written notice to the other party.

14. Severability

14.1  If any provision or part of a provision of these Terms is unlawful, void or unenforceable,  that provision or part of the provision is deemed severable from these Terms and does not  affect the validity and enforceability of any remaining provisions.

15. Third Party Links

15.1    The Site may contain links to third-party websites or services. These links are provided for your convenience. We are not responsible for the content, privacy and security practices of those third parties or the content on those third-party websites.

16. Miscellaneous

16.1 The failure of DI to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. These Terms reflect the  entire agreement between the parties relating to the subject matter hereof and supersede  all prior agreements, representations, statements and understandings of the parties. The  section titles in these Terms are for convenience only and have no legal or contractual  effect. Use of the word “including” will be interpreted to mean “including without  limitation.” Except as otherwise provided herein, these Terms are intended solely for the  benefit of the parties and are not intended to confer third-party beneficiary rights upon  any other person or entity. You agree that communications and transactions between us may be conducted electronically.