TERMS OF SERVICE

Last Revised on May 9, 2025

Welcome to the Terms of Service (these "Terms") for the website, https://apiologydao.xyz (the "Interface"), operated on behalf of Apiology DAO ("Company", "we" or "us"). The Interface and any content, smart contracts, tools, features and functionality offered on or through our Interface are collectively referred to as the "Services".

The Interface provides you with access to a decentralized protocol comprised of smart contracts deployed on the Berachain blockchain network related to the Apiology DAO ("Protocol"). The Protocol is not part of the Services. We do not control the Protocol, and accept no liability for its operation. The Protocol may continue to evolve through its communities of supporters. We are a member of those communities and we may contribute to the continuing development of the Protocol, including by making certain documentation and other tools related to the Protocol. Your use of the Protocol is entirely at your own risk.

These Terms govern your access to and use of the Services. Please read these Terms carefully, as they include important information about your legal rights. By accessing and/or using the Services, you are agreeing to these Terms. If you do not understand or agree to these Terms, please do not use the Services.

For purposes of these Terms, "you" and "your" means you as the user of the Services. If you use the Services on behalf of a company or other entity then "you" includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms, and (b) you agree to these Terms on the entity's behalf.

SECTION 8 CONTAINS AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER. BY AGREEING TO THESE TERMS, YOU AGREE (A) TO RESOLVE ALL DISPUTES WITH US (WITH LIMITED EXCEPTION) RELATED TO THE COMPANY'S SERVICES AND/OR PRODUCTS THROUGH BINDING INDIVIDUAL ARBITRATION, WHICH MEANS THAT YOU WAIVE ANY RIGHT TO HAVE THOSE DISPUTES DECIDED BY A JUDGE OR JURY, AND (B) TO WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS, OR REPRESENTATIVE ACTIONS, AS SET FORTH BELOW. YOU HAVE THE RIGHT TO OPT-OUT OF ARBITRATION CLAUSE AND THE CLASS ACTION WAIVER AS EXPLAINED IN SECTION 8.

TABLE OF CONTENTS

  • The Services
  • Eligibility; User Accounts
  • STOREFRONT, OFFERINGS and PAYMENT
  • Location of our privacy and additional policies
  • Rights We Grant You
  • Use of the Services
  • Ownership and Content
  • Third Party Services and Materials
  • Disclaimers, Limitations of Liability, and Indemnification
  • Arbitration and Class Action Waiver
  • Additional Provisions

1. The Services

Apiology DAO

General. Apiology DAO ("apDAO") is a community that is intended to bootstrap cultural and financial liquidity across the many DeFi protocols that live on the Berachain blockchain network (the "Network"). Access to the Services is limited exclusively to apDAO community members who hold a soulbound apDAO NFT (the "apDAO NFTs"), where proof of such ownership is recorded on the relevant blockchain.

apDAO NFTs. After an apDAO NFT is issued to your wallet address, you cannot transfer your apDAO NFT to any other wallet address (whether belonging to you or a third party) other than the wallet address we provide you in connection with the auction process described below or in connection with posting your apDAO NFT as collateral in connection with your LBT Loan, if applicable. All other transfers may cause your apDAO NFT and associated rights to be voided. We reserve the right to revoke your apDAO NFT if you violate these Terms or as otherwise permitted herein. The Company hereby makes all artwork and content associated with each apDAO NFT freely available for use by the public under the terms of the Creative Commons CC0 1.0 Universal, a copy of which is available here: https://creativecommons.org/publicdomain/zero/1.0/legalcode ("CC0 1.0 Universal"). As a result of the open-source nature of public blockchains, it is possible that there may be a fork, merge, or duplication of the underlying blockchain that initially recorded ownership of your apDAO NFT. In such case, any rights granted under these Terms to lawful owners of any apDAO NFT will only be to the lawful owners of such apDAO NFT whose ownership is recorded on the mainnet version of the blockchain that is generally recognized and predominantly supported in the blockchain industry as the legitimate successor of the original blockchain (as determined in the Company's sole discretion).

Services. Your lawful ownership of an apDAO NFT allows you to participate in the Services relating to apDAO, including (i) participating in governance matters and on project proposals submitted to apDAO; (ii) submitting such project proposals to apDAO; (iii) posting your apDAO NFT as collateral to take out a loan against the Company's "liquid-backed treasury" (the "Liquid Backed Treasury") subject to the terms and conditions set forth in Annex A (the "LBT Loan") and (iv) use of the auction queue (as described in Section 1.1(d) below). Membership in the apDAO does not constitute equity or other ownership or revenue sharing interest in the Company, or any of its affiliates. The Company acts on behalf of and for the benefit of the apDAO in maintaining the Interface as the front-end interface to the Protocol. For the avoidance of doubt, the Company does not have the ability to control how you or any other apDAO NFT owner votes, and the Company does not control the Network or the Protocol or any other protocols that govern the Network and cannot control activity and data on the Network, the validation of transactions on the Network, or use of the Network.

Auction Queue.

  • Members who no longer wish to have access to the Services may choose to place their apDAO NFTs into the auction queue, and apDAO may choose a specific number of apDAO NFTs each day to partake in the auction in accordance with the apDAO rules. Your apDAO NFT will not be considered in the auction queue until you transfer your apDAO NFT to the wallet address we provide to you and complete any other items required to participate in the auction queue as determined by the apDAO rules.
  • There will be a minimum price ("Minimum Price") set for each auction, plus an applicable fee ("Auction Fee"), each of which shall be determined by apDAO. If the auction results in a sale price above the Minimum Price, the member shall receive such sale price, minus the Auction Fee. If the auction results in a sale price below the Minimum Price, the member shall receive such Minimum Price minus the Auction Fee.
  • If you bid on an apDAO NFT as part of an auction, you agree that, after you place and confirm your bid amount, you may not be able to amend, retract or revoke your bid and you will be obligated to pay such bid amount (if successful) in accordance with the applicable payment terms. We are not responsible for any errors made in your bidding. We reserve the right to be the final decision maker on any disputes arising from purchases via any auction.
  • If you choose to put your apDAO NFT in the auction queue, you will not have access to the Services from the moment that such apDAO NFT has been entered into the auction queue, and upon the successful sale of the ApDAO NFT through the auction queue, you shall cease to have any rights to such apDAO NFT.
  • All payments to members in connection with an apDAO NFT auction shall be made in BERA.
  • For the avoidance of doubt, the Company and its affiliate dos not have the ability to control or influence the auction queue process, including, but not limited to, which apDAO is auctioned, the mechanics and timing of any auction, or the price.

Loan Default. Members who default on an LBT Loan shall immediately cease to own the apDAO NFT posted as collateral for the defaulting LTB Loan, and such apDAO NFT shall be transferred to a wallet address provided by the apDAO and burned. You shall lose access to all Services related to the apDAO NFT and cease to have any rights to such apDAO NFT.

Request for Information. In accordance with the governance rules of apDAO, apDAO shall be entitled to request reasonable information from the Company or its affiliates ("Information Requests") regarding the Company or its affiliates' affairs, finances and accounts that are not otherwise publicly available (including on the blockchain) and to the extent such information is material to apDAO's rights or duties; provided, that, the Company shall not be obligated provide access to any information the disclosure of which would cause the Company or its affiliates to violate applicable laws or regulations.

Supervisory Matters. In accordance with the governance rules of apDAO and as set forth in the governing documents of the Company, apDAO shall be entitled to make objections to, and request certain actions of, the Company and its affiliates (including the Apiology Foundation), if it determines that their conduct contravenes or exceeds their stated objectives and the best interest of apDAO.

Wallets. All transactions with the Protocol through our Services require you to use third party digital wallets ("Wallets"). Your use of any Wallet is solely at your own risk. You agree that you authorize all transactions initiated by you or on your behalf through the Services in connection with your Wallet. We have no control over any blockchain and cannot and do not guarantee that any transaction details that you submit or receive via the Services will be validated by or confirmed on such blockchain. By using such Wallets to conduct transactions via the Services, you agree that you are governed by the terms of service and privacy policy for the applicable Wallets, and that the Company has no responsibility, liability or responsibility to you in any way arising from your use of such Wallets, including for any security failures or other errors or failures of such Wallets. The private keys necessary to access the assets held in a Wallet are not held by the Company. The Company has no ability to help you access or recover your private keys and/or seed phrases for your Wallet. You are solely responsible for maintaining the confidentiality of your private keys and you are responsible for any transactions signed with your private keys.

Connected Services. You may be able to display and showcase certain of your apDAO NFTs within third-party applications and services that have integrated with the Services to allow the apDAO NFTs to be displayed on their applications and services ("Connected Services"). To be clear, the Connected Services are owned and operated by third parties and are not owned or controlled by us. Thus, we can't make any guarantee or promise about the functionality or nature of any Connected Services, including whether you'll be able to display and use your apDAO NFT within any Connected Services.

Additional Features. The Services and certain apDAO NFTs may also allow you to access certain additional tools, features and functionality that may be made available from time to time (collectively, the "Additional Features"). For clarity, the Company's inclusion of the Additional Features does not imply or warrant that they will be available at any other time, and the Company may cease providing such Additional Features at any time in its sole discretion.

Additional Information. In order to transact through our Services, we or our services providers may require you to provide additional information and documents regarding your use of the Services, including at the request of any competent authority or in case of application of any applicable law or regulation, including laws related to anti-money laundering, or for counteracting financing of terrorism. If you do not provide complete and accurate information and documentation in response to such a request, your transactions may not be processed through our Services. You acknowledge that there may also be a time delay between the time when you submit such information and when we and/or our service providers are able to complete any anti-money laundering, know-your-client or similar checks.

Beta Offerings. From time to time, we may, in our sole discretion, include certain test or beta features or products in the Services ("Beta Offerings") as we may designate from time to time. Your use of any Beta Offering is completely voluntary. The Beta Offerings are provided on an "as is" basis and may contain errors, defects, bugs, or inaccuracies that could cause failures, corruption or loss of data and information from any connected device. You acknowledge and agree that all use of any Beta Offering is at your sole risk. You agree that once you use a Beta Offering, your content or data may be affected such that you may be unable to revert back to a prior non-beta version of the same or similar feature. Additionally, if such reversion is possible, you may not be able to return or restore data created within the Beta Offering back to the prior non-beta version. If we provide you with any Beta Offerings on a closed beta or confidential basis, we will notify you of such as part of your use of the Beta Offerings. For any such confidential Beta Offerings, you agree to not disclose, divulge, display, or otherwise make available any of the Beta Offerings without our prior written consent.

Modifications to Services. The Company has the right, at any time and without liability, to modify, alter, update, or eliminate the features, navigation, appearance, functionality and other elements of the Services, and any aspect, portion or feature thereof. The Company reserves the right, including without prior notice, to limit the available quantity of or discontinue making available any of the apDAO NFTs, or to refuse to provide any user with an apDAO NFT.

Fees. We may charge or pass through fees for some or part of the Services we make available to you, including transaction or processing fees, blockchain gas or similar network fees. We will disclose the amount of fees we will charge or pass through to you for the applicable Service at the time you access, use or otherwise transact via the Services. Although we will attempt to provide accurate fee information, any such information reflects our estimate of fees, which may vary from the fees actually paid to use the Services and interact with the applicable blockchain with which the Services are compatible. Additionally, your Wallet provider may impose a fee to transact on the Services. We are not responsible for any fees charged by a third party. All transactions processed through the Services are non-refundable. In certain cases, your transactions through the Services may not be successful due to an error with the blockchain or the Wallet. We accept no responsibility or liability to you for any such failed transactions, or any transaction or gas fees that may be incurred by you in connection with such failed transactions. You acknowledge and agree that all information you provide with respect to transactions on the Services is accurate, current and complete, and you have the legal right to use any payment method you use in connection with the Services.

No Partnership or Joint Venture. In no way will use of the Services be deemed or construed to cause any member of the apDAO to be a partner, agent, or representative of the Company, its affiliates, or any other member of the apDAO, or to create any joint venture, trust or commercial partnership between such parties.

2. Eligibility

You must be 18 years of age or older to use the Services and not be a Prohibited Person to use the Services. A "Prohibited Person" is any person or entity that is (a) appears on the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control of the United States Department of the Treasury, the EU consolidated list of persons, groups and entities subject to financial sanctions, the UK Consolidated List of Financial Sanctions Targets, nor are they otherwise a party with which the Company is prohibited to deal under the laws of the United States, the EU (or any of its Member States), Panama, the Cayman Islands, or the UK; (ii) is a person identified as a terrorist organization on any other relevant lists maintained by any Governmental Authority; or (iii) unless otherwise disclosed in writing to the Company, is a senior foreign political figure, or any immediate family member or close associate of a senior foreign political figure. You further represent and warrant that, if applicable, you: (a) have conducted thorough due diligence with respect to all of its beneficial owners; (b) have established the identities of all direct and indirect beneficial owners and the source of each beneficial owners' funds; and (c) will retain evidence of those identities, any source of funds and any due diligence. For purposes of the foregoing, "Governmental Authority" shall mean any nation or government, any state or other political subdivision thereof, any entity exercising legislative, judicial or administrative functions of or pertaining to government, including, without limitation, any government authority, agency, department, board, commission or instrumentality, and any court, tribunal or arbitrator(s) of competent jurisdiction, and any self-regulatory organization. You acknowledge and agree that you are solely responsible for complying with all applicable laws of the jurisdiction you are located or accessing the Services from in connection with your use of the Services. Further, if you use the Services, you may not transfer or provide to us any currency, digital assets or other items that have been derived from any illegal or unlawful activity. By using the Services, you represent and warrant that you meet these all requirements.

3. Location of our privacy and additional policies

Privacy Policy. Our Privacy Policy describes how we handle the information you provide to us when you use the Services. For an explanation of our privacy practices, please visit our Privacy Policy located at https://apiologydao.xyz/privacy.

Code of Conduct. Our Code of Conduct sets forth the principles and guidelines to which all apDAO NFT holders are expected to adhere. The Code of Conduct is located at https://apiologydao.xyz/conduct.

4. Rights We Grant You

Rights to Use the Services. Subject to your compliance with these Terms, the Company hereby grants to you, a personal, worldwide, royalty-free, non-assignable, non-sublicensable, non-transferrable, and non-exclusive license to use the software provided to you as part of the Services. This license has the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by us, in the manner permitted by these Terms and subject to the use restrictions described below. Your access and use of the Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance, or repair of the Service or other actions that Company, in its sole discretion, may elect to take.

5. Use of the Services

Interaction with other users on the Services. You are responsible for your interactions with other users on the Services. While we reserve the right to monitor interactions between users of our Services, we are not obligated to do so, and we cannot be held liable for your interactions with other users, or for any user's actions or inactions. If you have a dispute with one or more users, you release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

Restrictions on Your Use of the Services. You may not do any of the following, unless applicable laws or regulations prohibit these restrictions or you have our written permission to do so:

  • duplicate, decompile, reverse engineer, disassemble, or decode the Services (including any underlying idea or algorithm), or attempt to do any of the same;
  • use, reproduce or remove any copyright, trademark, service mark, trade name, slogan, logo, image, or other proprietary notation displayed on or through the Services;
  • use automation software (bots), hacks, modifications (mods) or any other unauthorized third party software designed to modify the Services;
  • access or use the Services in any manner that could disable, overburden, damage, disrupt, or impair the Services or interfere with any other party's access to or use of the Services or use any device, software or routine that causes the same;
  • attempt to gain unauthorized access to, interfere with, damage or disrupt the Services, accounts registered to other users, or the computer systems or networks connected to the Services;
  • circumvent, remove, alter, deactivate, degrade, or thwart any technological measure or content protections of the Services;
  • use any robot, spider, crawlers, scraper, or other automatic device, process, software, or queries that intercepts, "mines," scrapes, extracts, or otherwise accesses the Services to monitor, extract, copy, or collect information or data from or through the Services, or engage in any manual process to do the same;
  • introduce any viruses, trojan horses, worms, logic bombs, or other materials that are malicious or technologically harmful into our systems;
  • submit, transmit, display, perform, post or store any content that is unlawful, defamatory, obscene, excessively violent, pornographic, invasive of privacy or publicity rights, harassing, abusive, hateful, or cruel, or otherwise use the Services in a manner that is obscene, excessively violent, harassing, hateful, cruel, abusive, pornographic, inciting, organizing, promoting or facilitating violence or criminal activities;
  • use the Services in such a way as to infringe the privacy, intellectual property rights or other rights of third parties;
  • provide the Company with the personal information of any persons under the age of 13 for delivery or any other reason;
  • violate any applicable law or regulation in connection with your access to or use of the Services;
  • further or promote any criminal activity or enterprise or provide instructional information about illegal activities, including for the purpose of concealing economic activity, laundering money, or financing terrorism; or
  • access or use the Services in any way not expressly permitted by these Terms.

6. Ownership and Content

Ownership of the Services. The Services, including their "look and feel" (e.g., text, graphics, images, logos), proprietary content, information and other materials, are protected under copyright, trademark and other intellectual property laws. You agree that the Company and/or its licensors own all right, title and interest in and to the Services (including the Content, any and all intellectual property rights in the Services and Content) and you agree not to take any action(s) inconsistent with such ownership interests. We and our licensors reserve all rights in connection with the Services and its content (other than Your Content), including the right to create derivative works.

Ownership of Trademarks. The Company's name, trademarks, the Company's logo, and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. Other names, logos, product and service names, designs, and slogans that appear on the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.

Your Content License Grant. In connection with your use of the Services, you may be able to post, upload, or submit content to be made available through the Services ("Your Content"). In order to operate the Service, we must obtain from you certain license rights in Your Content so that actions we take in operating the Service are not considered legal violations. Accordingly, by using the Service and uploading Your Content, you grant us a license to access, use, host, cache, store, reproduce, transmit, display, publish, distribute, and modify (for technical purposes, e.g., making sure content is viewable on smartphones as well as computers and other devices) Your Content but solely as required to be able to operate and provide the Services. You agree that these rights and licenses are royalty free, transferable, sub-licensable, worldwide, and irrevocable (for so long as Your Content is stored with us), and include a right for us to make Your Content available to, and pass these rights along to, others with whom we have contractual relationships related to the provision of the Services, solely for the purpose of providing such Services, and to otherwise permit access to or disclose Your Content to third parties if we determine such access is necessary to comply with our legal obligations. To the fullest extent permitted by applicable law, the Company reserves the right, and has absolute discretion, to remove, screen, edit, or delete any of Your Content at any time, for any reason, and without notice. As part of the foregoing license grant you agree that the other users of the Services shall have the right to comment on and/or tag Your Content and/or to use, publish, display, modify, or include a copy of Your Content as part of their own use of the Services; except that the foregoing shall not apply to any of Your Content that you post privately for non-public display on the Services. By posting or submitting Your Content through the Services, you represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power, and/or authority necessary to grant the rights granted herein for Your Content. You agree that Your Content will not contain material subject to copyright or other proprietary rights, unless you have the necessary permission or are otherwise legally entitled to post the material and to grant us the license described above.

7. Third Party Services and Materials

Use of Third Party Materials in the Services. Certain Services may display, include or make available content, data, information, applications or materials from third parties ("Third Party Materials") or provide links to certain third party websites (such as Twitter, Discord, and secondary NFT marketplaces). By using the Services, you acknowledge and agree that the Company is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or websites. We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third party services, Third Party Materials or third party websites, or for any other materials, products, or services of third parties. Third Party Materials and links to other websites are provided solely as a convenience to you.

8. Disclaimers, Limitations of Liability, and Indemnification

Disclaimers.

Your access to and use of the Services are at your own risk. You understand and agree that the Services are provided to you on an "AS IS" and "AS AVAILABLE" basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, the Company, its parents, affiliates, related companies, officers, directors, employees, agents, representatives, partners and licensors ("Company Entities") DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. The Company Entities make no warranty or representation and disclaim all responsibility and liability for: (a) the completeness, accuracy, availability, timeliness, security or reliability of the Services; (b) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services; (c) the operation or compatibility with any other application or any particular system or device; and (d) whether the Services will meet your requirements or be available on an uninterrupted, secure or error-free basis; and (e) the deletion of, or the failure to store or transmit, Your Content and other communications maintained by the Services. No advice or information, whether oral or written, obtained from the Company Entities or through the Services, will create any warranty or representation not expressly made herein. Nothing contained in the Services constitutes, or is meant to constitute, financial, legal or other professional advice of any kind. If you require advice in relation to any financial, legal or other professional matter you should consult an appropriate professional. No advice or information, whether oral or written, obtained from the Company Entities or through the Services, will create any warranty or representation not expressly made herein.

THE LAWS OF CERTAIN JURISDICTIONS, DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES AS SET FORTH BELOW. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

THE COMPANY ENTITIES TAKE NO RESPONSIBILITY AND ASSUME NO LIABILITY FOR ANY CONTENT THAT YOU, ANOTHER USER, OR A THIRD PARTY CREATES, UPLOADS, POSTS, SENDS, RECEIVES, OR STORES ON OR THROUGH OUR SERVICES.

YOU UNDERSTAND AND AGREE THAT YOU MAY BE EXPOSED TO CONTENT THAT MIGHT BE OFFENSIVE, ILLEGAL, MISLEADING, OR OTHERWISE INAPPROPRIATE, NONE OF WHICH THE COMPANY ENTITIES WILL BE RESPONSIBLE FOR.

Limitations of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE COMPANY ENTITIES BE LIABLE (A) FOR DAMAGES OF ANY KIND, INCLUDING INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE COMPANY ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE DELIVERY, USE OR PERFORMANCE OF THE SERVICES. THE COMPANY ENTITIES' TOTAL LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100.00), OR THE AMOUNT YOU PAID THE COMPANY ENTITIES, IF ANY, IN THE PAST SIX (6) MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Indemnification. By entering into these Terms and accessing or using the Services, you agree that you shall defend, indemnify and hold the Company Entities harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) incurred by the Company Entities arising out of or in connection with: (a) your violation or breach of any term of these Terms or any applicable law or regulation; (b) your violation of any rights of any third party; (c) your misuse of the Services; (d) Your Content, or (e) your negligence or wilful misconduct. If you are obligated to indemnify any Company Entity hereunder, then you agree that Company (or, at its discretion, the applicable Company Entity) will have the right, in its sole discretion, to control any action or proceeding and to determine whether Company wishes to settle, and if so, on what terms, and you agree to fully cooperate with Company in the defence or settlement of such claim.

Taxes. YOU ACKNOWLEDGE AND AGREE THAT THE TAX CONSEQUENCES OF PURCHASING, HOLDING, EXCHANGING, SELLING, STAKING, TRANSFERRING OR OTHERWISE USING YOUR APDAO NFT OR USING THE SERVICES ARE UNCERTAIN. WE HAVE NOT DETERMINED AND DO NOT PLAN TO DETERMINE WHETHER THE SERVICES OR APDAO NFTS CONSTITUTE EQUITY IN A PASSIVE FOREIGN INVESTMENT COMPANY FOR U.S. FEDERAL INCOME TAX PURPOSES, ALTHOUGH THERE IS A SIGNIFICANT RISK OF SUCH TREATMENT IN ANY PARTICULAR TAX YEAR. IN ADDITION, YOU MAY BE REQUIRED TO COMPLY WITH EXTENSIVE TAX REPORTING OBLIGATIONS UNDER U.S. FEDERAL INCOME TAX LAWS WITH RESPECT TO ITS OWNERSHIP OF THE TOKEN AND WE UNDERTAKE NO OBLIGATION TO ASSIST YOU IN COMPLYING WITH SUCH OBLIGATIONS OR OBTAINING THE INFORMATION NECESSARY FOR SUCH REPORTING. YOU ACKNOWLEDGE AND AGREE THAT YOU MAY SUFFER MATERIALLY ADVERSE TAX CONSEQUENCES AS A RESULT OF PURCHASING, HOLDING, EXCHANGING, SELLING, STAKING, TRANSFERRING OR OTHERWISE USING THE SERVICES AND APDAO NFTS IN ANY WAY. YOU HEREBY REPRESENTS THAT (i) YOU HAS CONSULTED WITH A TAX ADVISER (INCLUDING WITH RESPECT TO U.S. FEDERAL INCOME TAX MATTERS) THAT YOU DEEM ADVISABLE IN CONNECTION WITH THE ACQUISITION OF THE APDAO NFTS OR ANY USE OR DISPOSITION OF THE SERVICES, OR THAT YOU HAVE HAD THE OPPORTUNITY TO OBTAIN TAX ADVICE BUT HAS CHOSEN NOT TO DO SO, (ii) THE COMPANY HAS NOT PROVIDED PURCHASER YOU ANY TAX ADVICE, AND (iii) EACH PARTY SHALL BE RESPONSIBLE FOR ITS RESPECTIVE TAX PAYING AND FILING OBLIGATIONS DERIVING FROM THE SERVICES.

Acknowledgement; Assumption of Risks.

By using the Services, you represent that you have sufficient knowledge and experience in business and financial matters, including a sufficient understanding of blockchain technologies, digital assets, storage mechanisms (such as Wallets), and blockchain-based software systems to be able to assess and evaluate the risks and benefits of the Services contemplated hereunder, and will bear the risks thereof, including loss of all amounts paid, and the risk that digital assets may have little or no value. You acknowledge and agree that there are risks associated with participating in the Services and using blockchain technology. These include, but are not limited to, risk of losing access to apDAO NFT or Services due to loss of private key(s), custodial error or purchaser error, risk of mining or blockchain attacks, risk of hacking and security weaknesses, risk of unfavorable regulatory intervention in one or more jurisdictions, risks related to token taxation, risk of personal information disclosure, risk of uninsured losses, unanticipated risks, and volatility risks.

You acknowledge that cryptocurrencies and other similar digital assets are neither (i) deposits of or guaranteed by a bank nor (ii) insured by the FDIC or by any other governmental agency.

We will use commercially reasonable efforts to deploy secure and functional smart contracts underlying the Protocol. However, we will not be liable or responsible to you for any failure in the intended function of such smart contracts, or any bugs, viruses, exploits, logic gaps, or malicious code which may be incorporated into any such smart contracts, or which could be used to commit fraud or otherwise cause harm. You acknowledge that you have obtained sufficient information to make an informed decision to partake in the Services, including carefully reviewing the code of the smart contract and the Protocol, and fully understand and accept the functions of the same. Smart contracts execute automatically when certain conditions are met. We do not have the ability to reverse a transaction that is recorded on a public blockchain. You are responsible for ensuring that any details entered you enter in connection with a transaction using any smart contracts are accurate and complete. We are not responsible for any losses due to your errors, including an incorrectly constructed transaction.

The regulatory regime governing blockchain technologies and digital assets is uncertain, and new regulations or policies may materially adversely affect the potential utility or value of such digital assets. There also exists the risks of new taxation of the purchase or sale of digital assets, including your apDAO NFT(s), as well as the Services.

Smart contracts execute automatically when certain conditions are met. We do not have the ability to reverse a transaction that is recorded on a public blockchain. You are responsible for ensuring that any details entered you enter in connection with a transaction using any smart contracts are accurate and complete. Further, since smart contracts typically cannot be stopped or reversed, vulnerabilities in their programming and design or other vulnerabilities that may arise due to hacking or other security incidents can have adverse effects to digital assets, including but not limited to significant volatility and risk of loss.

You acknowledge that there are inherent risks associated with using or interacting with public blockchains and blockchain technology. There is no guarantee that such technology will be unavailable or subject to errors, hacking or other security risks. Underlying blockchain protocols may also be subject to sudden changes in operating rules, including forks, and it is your responsibility to make yourself aware of upcoming operating changes.

We do not authorize, control, or endorse purchases or sales of apDAO NFTs outside of the Services. We expressly deny and disclaim any liability to you and deny any obligation to indemnify you or hold you harmless for any losses you may incur by transacting, or facilitating transactions, in any apDAO NFTs outside of the Services.

9. Arbitration and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

Informal Process First. You and the Company agree that in the event of any dispute, either party will first contact the other party and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action, after first allowing the receiving party 30 days in which to respond. Both you and the Company agree that this dispute resolution procedure is a condition precedent which must be satisfied before initiating any arbitration against the other party.

Arbitration Agreement and Class Action Waiver. After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, "Claim") relating in any way to the Company's services and/or products, including the Services, and any use or access or lack of access thereto, will be resolved by arbitration, including threshold questions of arbitrability of the Claim. You and the Company agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the "JAMS Rules") then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms). Because your contract with the Company, these Terms, and this Arbitration Agreement concern interstate commerce, the Federal Arbitration Act ("FAA") governs the arbitrability of all disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit. Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under these Terms will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to these Terms, you and the Company are each waiving the right to trial by jury or to participate in a class action or class arbitration.

Exceptions. Notwithstanding the foregoing, you and the Company agree that the following types of disputes will be resolved in a court of proper jurisdiction:

  • Disputes or claims within the jurisdiction of a small claims court consistent with the jurisdictional and dollar limits that may apply, as long as it is brought and maintained as an individual dispute and not as a class, representative, or consolidated action or proceeding;
  • Disputes or claims where the sole form of relief sought is injunctive relief (including public injunctive relief); or
  • Intellectual property disputes.

Costs of Arbitration. Payment of all filing, administration, and arbitrator costs and expenses will be governed by the JAMS Rules, except that if you demonstrate that any such costs and expenses owed by you under those rules would be prohibitively more expensive than a court proceeding, the Company will pay the amount of any such costs and expenses that the arbitrator determines are necessary to prevent the arbitration from being prohibitively more expensive than a court proceeding (subject to possible reimbursement as set forth below).

Fees and costs may be awarded as provided pursuant to applicable law. If the arbitrator finds that either the substance of your claim or the relief sought in the demand is frivolous or brought for an improper purpose, then the payment of all fees will be governed by the JAMS rules. In that case, you agree to reimburse the Company for all monies previously disbursed by it that are otherwise your obligation to pay under the applicable rules. If you prevail in the arbitration and are awarded an amount that is less than the last written settlement amount offered by the Company before the arbitrator was appointed, the Company will pay you the amount it offered in settlement. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator's ruling on the merits.

Opt-Out. You have the right to opt-out and not be bound by the arbitration provisions set forth in these Terms by sending written notice of your decision to opt-out to 0xhoneyjar+apdao@gmail.com. The notice must be sent to the Company within thirty (30) days of your first registering to use the Services or agreeing to these Terms; otherwise you shall be bound to arbitrate disputes on a non-class basis in accordance with these Terms. If you opt out of only the arbitration provisions, and not also the class action waiver, the class action waiver still applies. You may not opt out of only the class action waiver and not also the arbitration provisions. If you opt-out of these arbitration provisions, the Company also will not be bound by them.

WAIVER OF RIGHT TO BRING CLASS ACTION AND REPRESENTATIVE CLAIMS.To the fullest extent permitted by applicable law, you and the Company each agree that any proceeding to resolve any dispute, claim, or controversy will be brought and conducted ONLY IN THE RESPECTIVE PARTY'S INDIVIDUAL CAPACITY AND NOT AS PART OF ANY CLASS (OR PURPORTED CLASS), CONSOLIDATED, MULTIPLE-PLAINTIFF, OR REPRESENTATIVE ACTION OR PROCEEDING ("CLASS ACTION"). You and the Company AGREE TO WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION. You and the Company EXPRESSLY WAIVE ANY ABILITY TO MAINTAIN A CLASS ACTION IN ANY FORUM. If the dispute is subject to arbitration, THE ARBITRATOR WILL NOT HAVE THE AUTHORITY TO COMBINE OR AGGREGATE CLAIMS, CONDUCT A CLASS ACTION, OR MAKE AN AWARD TO ANY PERSON OR ENTITY NOT A PARTY TO THE ARBITRATION. Further, you and the Company agree that the ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS FOR MORE THAN ONE PERSON'S CLAIMS, AND IT MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS ACTION. For the avoidance of doubt, however, you can seek public injunctive relief to the extent authorized by law and consistent with the Exceptions clause above.

IF THIS CLASS ACTION WAIVER IS LIMITED, VOIDED, OR FOUND UNENFORCEABLE, THEN, UNLESS THE PARTIES MUTUALLY AGREE OTHERWISE, THE PARTIES' AGREEMENT TO ARBITRATE SHALL BE NULL AND VOID WITH RESPECT TO SUCH PROCEEDING SO LONG AS THE PROCEEDING IS PERMITTED TO PROCEED AS A CLASS ACTION. If a court decides that the limitations of this paragraph are deemed invalid or unenforceable, any putative class, private attorney general, or consolidated or representative action must be brought in a court of proper jurisdiction and not in arbitration.

10. Additional Provisions

Updating These Terms. We may modify these Terms from time to time in which case we will update the "Last Revised" date at the top of these Terms. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by e-mail and/or by placing a prominent notice on the first page of the Website. However, it is your sole responsibility to review these Terms from time to time to view any such changes. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. Your continued access or use of the Services after the modifications have become effective will be deemed your acceptance of the modified Terms. No amendment shall apply to a dispute for which arbitration has been initiated prior to the change in Terms.

Termination of License and Your Account. If you breach any of the provisions of these Terms, all licenses granted by the Company will terminate automatically. Additionally, the Company may suspend, disable, or delete your Account and/or the Services (or any part of the foregoing) with or without notice, for any or no reason. If the Company deletes your Account for any suspected breach of these Terms by you, you are prohibited from re-registering for the Services under a different name. In the event of Account deletion for any reason, the Company may, but is not obligated to, delete any of Your Content. the Company shall not be responsible for the failure to delete or deletion of Your Content. All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms by the Company or you. Termination will not limit any of the Company's other rights or remedies at law or in equity.

Injunctive Relief. You agree that a breach of these Terms will cause irreparable injury to the Company for which monetary damages would not be an adequate remedy and the Company shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.

Force Majeure. We will not be liable or responsible to you, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any of our obligations under these Terms or in providing the Services, including operating the Website, when and to the extent such failure or delay is caused by or results from any events beyond our ability to control, including acts of God, flood, fire, earthquake, epidemics, pandemics, tsunami, explosion, war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, government order, law, or action, embargoes or blockades, strikes, labor stoppages or slowdowns or other industrial disturbances, shortage of adequate or suitable Internet connectivity, telecommunication breakdown or shortage of adequate power or electricity, and other similar events beyond our control.

Miscellaneous. If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms and the licenses granted hereunder may be assigned by the Company but may not be assigned by you without the prior express written consent of the Company. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for reference only and shall not be read to have any legal effect. These Terms are governed by the laws the Republic of Panama, without regard to conflict of laws rules, and the proper venue for any disputes arising out of or relating to any of the same will be the arbitration venue set forth above, or if arbitration does not apply, then the state and federal courts located in [the Cayman Islands]. You and the Company agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of these Terms.

How to Contact Us. You may contact us regarding the Services or these Terms by e-mail at 0xhoneyjar+apdao@gmail.com.

ANNEX A

Liquid-Backed Treasury Loans

Loan Procedure.

  1. A lawful owner of an apDAO NFT shall have the right to take out an LBT Loan by depositing their apDAO NFT as collateral ("Borrower") into the applicable LBT Loan smart contract, as made available by apDAO (the "LBT Loan Protocol").
  2. Upon the deposit of such apDAO NFT into the LBT Loan Protocol, the Borrower shall receive an LBT Loan in an amount equal to the amount of BERA in the Liquid Backed Treasury, divided by the number of apDAO NFTs outstanding (the "LBT Loan"), less a loan fee determined by apDAO ("Loan Fee").
  3. The LBT Loan shall bear an interest rate determined by apDAO.
  4. The LBT Loan, including all accrued interest, shall become due and payable at the maturity date designated by apDAO (the "Maturity Date").
  5. The Borrower may repay the LBT Loan and all accrued interest at any time prior to or on the Maturity Date.
  6. If the LBT Loan and all accrued and unpaid interest are not repaid by or on the Maturity Date, the Borrower shall immediately cease to own the deposited apDAO NFT, shall lose access to all Services related to the apDAO NFT and cease to have any rights to such apDAO NFT.

Terms and Conditions. The terms, conditions, representations, warranties, and acknowledgement and assumption of risks set forth in the Terms are incorporated by reference hereto.