# Welcome

<figure><img src="/files/9eXaUYozQ5XGeDW8Gthf" alt=""><figcaption></figcaption></figure>

Tensor Foundation facilitates community-led governance over Tensor protocols and helps the Tensor DAO grow and develop the Tensor ecosystem.

Tensor protocols are critical trading infrastructure for NFTs built on Solana — one of the only chains with the throughput, speed, and low fees necessary for mass adoption. It powers the [Tensor Trade marketplace](https://www.tensor.trade/).

This is the official documentation site of Tensor Foundation. Follow the links below to learn more:

* [Tokenomics](/tokenomics)
* [Governance](/governance)
* [Value Accrual](/value-accrual)
* [Protocols](/protocols)
* [Audits](/audits)
* [Grants](/grants)


# Tokenomics

## Distribution

$TNSR has a total supply of 1 billion tokens. The initial $TNSR distribution is as follows:

* 55% or 550,000,000 $TNSR to the community
  * of which 12.5% is the initial airdrop
  * of which 2.3% is the power user airdrop (vested)
* 27% or 270,000,000 $TNSR to core contributors
* 9% or 90,000,000 $TNSR to investors & advisors&#x20;
* 9% or 90,000,000 $TNSR reserve for future fundraising & development

<figure><img src="/files/O1QbhPAqpdKjESx6OIoh" alt=""><figcaption></figcaption></figure>

Contract address is `TNSRxcUxoT9xBG3de7PiJyTDYu7kskLqcpddxnEJAS6`.

## Vesting

Vesting is split into three buckets:

* Core contributors, investors & advisors: 3 year linear vest with 1 year cliff
* Half of community treasury: 3 year linear vest, no cliff
* Half of community treasury and reserve: no vest

<figure><img src="/files/N6pmNPByXXm47fwtirGA" alt=""><figcaption><p>Vesting starts in March 2024 when $TNSR SPL token was deployed.</p></figcaption></figure>

## Community Treasury

Completed airdrops:

* 12.5% to owners of Treasure Boxes and Tensorians (S1-S3)
* 2.3% to power users on a 2 year vesting schedule with a 6 month cliff (S1-S3)
* 4% to users actively using the protocols during S4

Remainder will be used for incentive programs, liquidity, fundraising, and grants beneficial to the Tensor ecosystem.

As $TNSR tokenholders control the supply of the $TNSR tokens, tokenholder governance can decide to vote in a reasonable inflation rate when the community treasury runs out.


# Governance

## $TNSR

$TNSR is the governance token used by the community to manage key parameters of Tensor protocols.

Contract address is `TNSRxcUxoT9xBG3de7PiJyTDYu7kskLqcpddxnEJAS6`.

## Proposal Types

Tensor Improvement Proposals (TIPs) fall into the following 3 categories:

### Tensor Protocols

Proposals that change important protocol parameters. Currently governable parameters include:

* Total % fee that is collected by the marketplace protocol (initially 2%)
* Total % fee that is collected by the AMM protocol (initially 2%)
* Total % fee that is collected by the Price Lock protocol (initially 25% of the \~3% fee charged)
* % fee split between the protocol and the front-end that generated the transaction (initially 50/50)

{% hint style="info" %}
The 50/50 fee split between the protocol and the front-end that generates the transaction is an intentional design choice by the Foundation to promote integrations on top of Tensor protocols.\
\
NFTs are a diverse asset class and specialized front-ends are key to the success of the underlying trading infrastructure.
{% endhint %}

* For the front-end portion of the fee, further % split between the maker and taker (initially 80/20)

{% hint style="info" %}
Example: if the front-end fee is 1 SOL, and a **listing** is taken, the front-end that facilitated the listing gets 0.8 SOL and the front-end that facilitated the purchase gets 0.2 SOL.\
\
Equally, if the front-end fee is 1 SOL, and a **bid** is taken, the front-end that facilitated the bid gets 0.8 SOL and the front-end that facilitated the sale gets 0.2 SOL.
{% endhint %}

### Process

Proposals that change the process, procedures, guidelines, or tools used for governance by Tensor DAO.

{% hint style="info" %}
Example: proposal to change the threshold for future proposals to pass.
{% endhint %}

### Operations

Special initiatives relating to branding, marketing, and operations.

{% hint style="info" %}
Example: proposal to change the logo or the font used in marketing materials by the Foundation.
{% endhint %}

## Proposal Drafting

Proposals on the forum should follow the below format.&#x20;

**1 Title and Type**

Short title that succinctly conveys the essence of the proposal and a type select from one of the above.

**2 Abstract**&#x20;

Summary in the form of a short abstract. No more than one paragraph.

**3 Motivation**&#x20;

An explanation of why the DAO or the Foundation should consider this proposal for implementation.

**4 Glossary**&#x20;

A clarification of any specialized terms or industry-specific language used within the proposal.

**5 Detailed Plan**&#x20;

An in-depth description of the proposed changes, including the technologies or methods for implementation, along with a detailed action plan outlining steps and a timeline for execution.

**6 Benefits & Risks**

An evaluation of potential benefits and risks associated with the proposal.

**7 Results**&#x20;

A concise description of the anticipated outcomes of the proposal.

**8 Finances**

An outline of the overall financial requirements for the proposal, with detailed breakdowns as necessary.

**9 Milestones (if relevant)**

Any milestones that might be relevant.

## Proposal Guidelines <a href="#proposal-guidelines" id="proposal-guidelines"></a>

Proposals should adhere to the governing principles of the Foundation and other applicable laws and regulations (including of the Cayman Islands, where the Foundation operates). Non-compliance or contravention of these legal parameters may result in the rejection or invalidation of the proposal, or a veto by the Security Council (more below).

## Proposal Conflicts <a href="#proposal-conflicts" id="proposal-conflicts"></a>

Should a proposal be in direct conflict with a proposal presently under consideration for voting, the latter proposal ought to be held back from voting until a resolution is reached on the initial proposal. This is to prevent the endorsement of contradictory stipulations.

In the event that a proposal is in direct opposition to an already approved proposal or identical to a previously unsuccessful proposal, it is not permitted to proceed to voting until three months post the implementation of the original proposal. This measure is in place to prevent the squandering of community resources.

## Governance Process

Governance process consists of 3 steps:

1. Research forum discussion
2. Realms tokenholder voting
3. Security council review & execution

### Forum

All proposals are initially discussed on the Tensor DAO research forums. Drafted proposals should follow the format outline above, in order to be considered.

The goal of this step is to solicit feedback and have an informed discussion carefully weighing the pros and cons of each proposal. The proposal should incorporate feedback and arrive at a generally accepted form before being put through to voting in Realms.&#x20;

If the proposal doesn't incorporate feedback and/or doesn't address questions and concerns, it can be vetoed in subsequent steps by the Security Council to safeguard the Foundation and the DAO.

Discussion period: minimum **14 days**

Link to Tensor DAO forum will be added shortly.

### Realms

Once the proposal has been sufficiently discussed on the forum, addressing all questions and concerns, it can be submitted for voting on Realms. Any community member with a sufficient quantity of delegated tokens is able to submit the proposal.&#x20;

Once submitted, the proposal is up for voting. For the first 3 days $TNSR tokenholders can vote with "yes" or "no". For the 2 days immediately after ("cool-off period") holders can switch their "yes" votes to a "no" vote, but can't vote "yes" anymore.&#x20;

Voting is proportional to the $TNSR balance that a wallet holds. In order to vote, a tokenholder must deposit their tokens into Realms, or receive delegated tokens from another wallet.

After the cool-off is complete, if the proposal reaches the threshold to pass, it is passed on to the final step below.

Threshold to create a proposal: **250,000 $TNSR**

Threshold to pass: **10,000,000 $TNSR** "yes" votes and number of "yes" votes greater than "no" votes

Voting period: **3 days**

Cool-off period: **2 days**

Link: [Tensor DAO Realms](https://app.realms.today/dao/TNSR)

### Security Council

The final step is a security review by the security council. The security council is a group of 7 independent individuals exercising independent judgement for each proposal. The individuals are all prominent builders in the Solana ecosystem. They are tasked with securing Tensor protocols against malicious proposals and any other harm posed by governance attacks. Each security council member is paid $1000 monthly in $TNSR tokens exchanged at the going rate.

Once the security council reviews the proposal, the change is executed on-chain or off-chain depending on the nature of the proposal.

The proposal may be vetoed by the security council in accordance with applicable law or for other reasons including inconsistencies with the Foundation’s purpose as set out in the Foundation's A\&R M\&A. If veto authority is exercised, disclosure and explanation for the veto shall be posted on the relevant TIP within two weeks of the proposal’s passing.

51% (or 4/7) security council members must agree for a proposal to be passed or vetoed.

Execution deadline: **7 days post Realm vote completion**


# Value Accrual

100% of fees from the main Tensor Trade marketplace, and 50% of all fees from the Tensor Protocols (smart contracts) go to the treasury controlled by Tensor Protocol Foundation.


# Protocols

Protocols include:

* Tensor Marketplace
  * Core protocol facilitating permissionless trading of NFTs on Solana
  * Deployed at `TCMPhJdwDryooaGtiocG1u3xcYbRpiJzb283XfCZsDp`
* Tensor AMM
  * Automatic market maker protocol facilitating permissionless trading of NFTs on Solana
  * Deployed at `TAMM6ub33ij1mbetoMyVBLeKY5iP41i4UPUJQGkhfsg`
* Tensor Escrow
  * Program used for shared escrowing of funds across Tensor protocols
  * Deployed at `TSWAPaqyCSx2KABk68Shruf4rp7CxcNi8hAsbdwmHbN`&#x20;
* Tensor Whitelist
  * Program used to manage NFT collection whitelists
  * Deployed at `TL1ST2iRBzuGTqLn1KXnGdSnEow62BzPnGiqyRXhWtW`
* Tensor Fees
  * Tensor fee contract
  * Deployed at `TFEEgwDP6nn1s8mMX2tTNPPz8j2VomkphLUmyxKm17A`


# Audits

Tensor protocols have been audited by [OtterSec](https://osec.io/) and [Neodyme](https://neodyme.io/). Audit reports available on request.


# Grants

The Tensor Foundation Grants Program provides milestone-based funding to support initiatives aimed at increasing the adoption of Tensor Protocols.

## Guidelines

**Anyone** can apply for a grant from the Tensor Foundation. This includes individuals, independent teams, governments, nonprofits, companies, universities, and academics. We welcome all ideas that fall under the scope of the Foundation’s mission.

## Request for Proposals

Below are a few categories of projects we’re interested in funding. You can also see a running list of specific project ideas in our active RFP database.

### Vertical Marketplaces

Examples: In-game assets marketplace, tokenized collectibles (sneakers, trading cards) marketplace, RWA marketplace.

### Advanced Trading

Examples: Collaterized NFT lending, NFT vaults, trading bots (Telegram, Discord).

### DEGEN

Examples: pump.fun for NFTs, chance-based NFT games (loot boxes, sweepstakes).

### Your Idea

Feel free to suggest your own ideas and we'll try to support you!

## Process Overview

### Application

In your application, be sure to clarify how your project **directly** increases the adoption of Tensor Protocols. We also welcome any public goods: these must adhere to fully open-sourced code licensing and be net beneficial to the Tensor ecosystem.

Grants are **milestone-based.** Applications must provide clear milestones to be achieved for the required funding. Funding will only be issued upon successfully completing the milestones.

Find the [***Grant Application here!***](https://airtable.com/appCl3MamTVKUXBKC/pagsWSTYFqUCbxaM7/form)

### Application Review

Our team will review all applications on a rolling basis, determine if more information is required, and then schedule a call with the team if necessary. At that point, we may revert with additional questions or suggestions.

We receive many applications and work as quickly as we can to process them. We’ll get back to you as soon as possible with next steps, typically within 2 weeks.

### Decision

Applicants will be notified via email whether their proposal has been accepted or not.


# Privacy Notice

Last Updated: February 6, 2025

This Privacy Notice applies to the processing of personal information by the Tensor Protocol Foundation (“Foundation,” “we,” “us,” or “our”) including on our website available at <https://tensor.foundation/> and our other online, offline or mobile offerings which link to, or are otherwise subject to, this Privacy Notice (collectively, the “Services”). The purpose of this document is to provide you with information on Foundation’s use of your personal data in accordance with applicable law relating to data privacy, including the Cayman Islands Data Protection Act (as amended) (together, the “Data Protection Legislation”). If you are an individual, this will affect you directly. If you are an institution that provides us with personal data on individuals connected to you, this will be relevant for those individuals and you should transmit this Privacy Notice to such individuals or otherwise advise them of its content.

1. [UPDATES TO THIS PRIVACY NOTICE](#id-1.-updates-to-this-privacy-notice)
2. [PERSONAL INFORMATION WE COLLECT](#personal_information_we)
3. [HOW WE USE PERSONAL INFORMATION](#how_we_use)
4. [HOW WE DISCLOSE PERSONAL INFORMATION](#notice_regarding_third_party_websites40f)
5. [YOUR PRIVACY CHOICES AND RIGHTS](#iv._your_choices.54f)
6. [INTERNATIONAL TRANSFERS OF PERSONAL INFORMATION](#toc142039410)
7. [RETENTION OF PERSONAL INFORMATION](#toc94797844)
8. [SUPPLEMENTAL NOTICE FOR EU/UK GDPR](#toc94797847)
9. [CHILDREN’S PERSONAL INFORMATION](#id-9.-childrens-personal-information)
10. [THIRD-PARTY WEBSITES/APPLICATIONS](#toc142039415)
11. [CONTACT US](#contact_us.68f)

## 1.       UPDATES TO THIS PRIVACY NOTICE

We may update this Privacy Notice from time to time in our sole discretion. If we do, we’ll let you know by posting the updated Privacy Notice on our website, and/or we may also send other communications.

## 2.       PERSONAL INFORMATION WE COLLECT <a href="#personal_information_we" id="personal_information_we"></a>

We collect personal information that you provide to us, personal information we collect automatically when you use the Services, and personal information from third-party sources, as described below.

A.     **Personal Information You Provide to Us Directly**

We may collect personal information that you provide to us.

* **Wallet Information.** In order to use the Services, you will need to connect your digital wallet. Note that your interactions with third-party wallet services are subject to each wallet provider’s respective privacy policy, not this Privacy Notice.
* **Your Communications with Us.** We, and our service providers, may collect the information you communicate to us, such as through email or our “Contact Us” page.
* **Surveys.** We may contact you to participate in surveys. If you decide to participate, we may collect personal information from you in connection with the survey.
* **Interactive Features.** We and others who use our Services may collect personal information that you submit or make available through our interactive features (e.g., digital newsletter, messaging features, commenting functionalities, forums, blogs, and social media pages). Any information you provide using the public sharing features of the Services will be considered “public.”
* **Sweepstakes or Contests.** We may collect personal information you provide for any sweepstakes or contests that we offer. In some jurisdictions, we are required to publicly share information of sweepstakes and contest winners.
* **Conferences, Trade Shows, and Other Events.** We may collect personal information from individuals when we attend or host conferences, trade shows, and other events.
* **Business Development and Strategic Partnerships.** We may collect personal information from individuals and third parties to assess and pursue potential business opportunities.
* **Job Applications.** If you apply for a job with us, we will collect any personal information you provide in connection with your application, such as your contact information and CV.
* **Public Blockchain Information.** Public blockchains provide transparency into digital assets and transactions that are stored, recorded, or take place on the blockchain. As such, the contents of blockchain asset wallets are public. We may collect or receive this information in connection with your use of the Services, such as when you connect a blockchain asset wallet and/or access and use certain aspects of the Services.

B.      **Personal Information Collected Automatically and Automated Decision Making**

We may collect personal information automatically when you use the Services.

* **Device Information.** We may collect personal information about your device, such as your Internet protocol (IP) address, user settings, cookie identifiers, other unique identifiers, browser or device information, Internet service provider, and location information (including, as applicable, approximate location derived from IP address and precise geo-location information).
* **Usage Information.** We may collect personal information about your use of the Services, such as the pages that you visit, items that you search for, the types of content you interact with, information about the links you click, the frequency and duration of your activities, and other information about how you use the Services.
* **Cookie Notice.** We, as well as third parties, may use cookies to automatically collect personal information through your use of the Foundation website. Cookies are small text files stored in device browsers.

*See “*[*Your Privacy Choices and Rights*](#iv._your_choices.54f)*” below to understand your choices regarding cookies.*

We will not take decisions producing legal effects concerning you, or otherwise significantly affecting you, based solely on automated processing of your personal data, unless we have considered the proposed processing in a particular case and concluded in writing that it meets the applicable requirements under the Data Protection Legislation.

C.      **Personal Information Collected from Third Parties**

We may collect personal information about you from third parties. For example, if you access the Services using a Third-Party Service (defined below), we may collect personal information about you from that Third-Party Service that you have made available via your privacy settings. In addition, users of the Services may upload or otherwise provide personal information about others.

## 3.       HOW WE USE PERSONAL INFORMATION <a href="#how_we_use" id="how_we_use"></a>

We use personal information for a variety of business purposes, including to provide the Services, for administrative purposes, and to provide you with marketing materials, as described below.

A.       **Provide the Services**

We use personal information to fulfill our contract with you and provide the Services, such as:

* Managing your information;
* Providing access to certain areas, functionalities, and features of the Services;
* Answering requests for support;
* Communicating with you;
* Sharing personal information with third parties as needed to provide the Services;
* Processing applications if you apply for a job we post on our Services; and
* Allowing you to register for events.

B.       **Administrative Purposes**

We use personal information for various administrative purposes, such as:

* Pursuing our legitimate interests such as direct marketing, research and development (including marketing research), network and information security, and fraud prevention;
* Detecting security incidents, protecting against malicious, deceptive, fraudulent or illegal activity, and prosecuting those responsible for that activity;
* Carrying out analytics;
* Measuring interest and engagement in the Services;
* Improving, upgrading, or enhancing the Services;
* Developing new products and services;
* Creating de-identified and/or aggregated information. If we create or receive de-identified information, we will not attempt to reidentify such information, unless permitted by, or required to comply with, applicable laws;
* Ensuring internal quality control and safety;
* Authenticating and verifying individual identities, including requests to exercise your rights under this Privacy Notice;
* Debugging to identify and repair errors with the Services;
* Auditing relating to interactions, transactions, and other compliance activities;
* Enforcing our agreements and policies; and
* Carrying out activities that are required to comply with our legal obligations.

C.       **Marketing**

We may use personal information to tailor and provide you with marketing and other content promoting our Services. We may provide you with these materials as permitted by applicable law.

If you have any questions about our marketing practices, you may contact us at any time as set forth in “[Contact Us](#contact_us.68f)” below.

D.     **With Your Consent or Direction**

We may use personal information for other purposes that are clearly disclosed to you at the time you provide personal information, with your consent, or as otherwise directed by you.

## 4.       HOW WE DISCLOSE PERSONAL INFORMATION <a href="#notice_regarding_third_party_websites40f" id="notice_regarding_third_party_websites40f"></a>

We disclose personal information to third parties for a variety of business purposes, including to provide the Services, to protect us or others, or in the event of a major business transaction such as a merger, sale, or asset transfer, as described below.

A.       Disclosures to Provide the Services

We may disclose any of the personal information we collect to the categories of third parties described below.

* **Disclosures to the Blockchain.** Aspects of the Services may be hosted on or interact with the blockchain. Where you use aspects of the Services that are hosted on or interact with the blockchain, information about your interactions and/or transactions will be provided to the applicable blockchain network and may be accessible to third parties due to the nature of the blockchain protocol.
* **Service Providers.** We may disclose personal information to Third-Party Service providers that assist us with the provision of the Services. This may include, but is not limited to, service providers that provide us with hosting, customer service, analytics, marketing services, IT support, and related services. In addition, personal information and chat communications may be disclosed to service providers that help provide our chat features. Service providers are generally processors acting on the instructions of the Foundation. Additionally, a service provider may use your personal data where this is necessary for compliance with a legal obligation to which it is directly subject (for example, to comply with applicable law or where mandated by a court order or regulatory sanction). A service provider, in respect of this specific use of personal data, may be deemed to be acting as a data controller in its own right. Some of the service providers we may use include:
  * Google Analytics. For more information about how Google uses your personal information, please visit [Google Analytics’ Privacy Policy](http://www.google.com/policies/privacy/partners/). To learn more about how to opt-out of Google Analytics’ use of your personal information, please click [here](http://tools.google.com/dlpage/gaoptout)
* **Other Users You Share or Interact With.** The Services may allow Foundation users to share personal information or interact with other users of the Services.
* **Third-Party Services You Share or Interact With.** The Services may link to or allow you to interface, interact, share information with, direct us to share information with, access and/or use third-party websites, applications, services, products, and technology (each a “Third-Party Service”).\
  \
  Any personal information shared with a Third-Party Service will be subject to the Third- Party Service’s privacy policy. We are not responsible for the processing of personal information by Third-Party Services.
* **Business Partners.** We may share your personal information with business partners to provide you with a product or service you have requested. We may also share your personal information with business partners with whom we jointly offer products or services.\
  \
  Once your personal information is shared with our business partner, it will also be subject to our business partner’s privacy policy. We are not responsible for the processing of personal information by our business partners.
* **Affiliates.** We may share your personal information with our corporate affiliates.
* **Regulatory or government authorities:** In certain circumstances, we may be legally obliged to share your personal data and other financial information with relevant regulatory or government authorities. They, in turn, may exchange this information with foreign authorities.

B.       **Disclosures to Protect Us or Others**

We may access, preserve, and disclose any information we store associated with you to external parties if we, in good faith, believe doing so is required or appropriate to: comply with law enforcement or national security requests and legal process, such as a court order or subpoena; protect your, our, or others’ rights, property, or safety; enforce our policies or contracts; collect amounts owed to us; or assist with an investigation or prosecution of suspected or actual illegal activity.

C.       **Disclosure in the Event of Merger, Sale, or Other Asset Transfers**

If we are involved in a merger, acquisition, financing, reorganization, bankruptcy, receivership, purchase or sale of assets, transition of service to another provider, or other similar corporate transaction, your personal information may be disclosed, sold, or transferred as part of such a transaction.

## 5.       YOUR PRIVACY CHOICES AND RIGHTS <a href="#iv._your_choices.54f" id="iv._your_choices.54f"></a>

Your Privacy Choices. The privacy choices you may have about your personal information are described below.

* **Email Communications**. If you receive an unwanted email from us, you can use the unsubscribe functionality found at the bottom of the email to opt out of receiving future emails. Note that you will continue to receive transaction-related emails. We may also send you certain non-promotional communications regarding us and the Services, and you will not be able to opt out of those communications (e.g., communications regarding the Services or updates to this Privacy Notice).
* “**Do Not Track.**” Do Not Track (“**DNT**”) is a privacy preference that users can set in certain web browsers. Please note that we do not respond to or honor DNT signals or similar mechanisms transmitted by web browsers.
* **Cookies**. You may stop or restrict the placement of cookies on your device or remove them by adjusting your preferences as your browser or device permits. However, if you adjust your preferences, the Services may not work properly.\
  \
  Please note that cookie-based opt-outs are not effective on mobile applications. However, you may opt-out of certain tracking on some mobile applications by following the instructions for [Android](https://support.google.com/googleplay/android-developer/answer/6048248?hl=en), [iOS](https://support.apple.com/en-us/HT202074), and [others](https://www.networkadvertising.org/mobile-choice/).

Please note you must separately opt out in each browser and on each device.

Your Privacy Rights. In accordance with applicable law, you may have the right to:

* **Confirm whether we are processing your personal information;**
* **Be informed about the purposes for which your personal information is processed;**
* **Request access to or portability of your personal information;**
* **Stop direct marketing;**
* **Request correction of your personal information;**
* **Request deletion of your personal information in some limited circumstances;**
* **Be informed of a personal data breach (unless the breach is unlikely to be prejudicial to you);**
* **Complain, including to the cayman islands data protection ombudsman;**
* **Request restriction of or object to our processing of your personal information; and**
* **Withdraw your consent to our processing of your personal information.** Please note that your withdrawal will only take effect for future processing, and will not affect the lawfulness of processing before the withdrawal.

If you would like to exercise any of these rights, please contact us as set forth in “[Contact Us](#contact_us.68f)” below. We will process such requests in accordance with applicable laws.

## 6.       INTERNATIONAL TRANSFERS OF PERSONAL INFORMATION <a href="#toc142039410" id="toc142039410"></a>

All personal information processed by us may be transferred, processed, and stored anywhere in the world, including, but not limited to, the United States or other countries, which may have data protection laws that are different from the laws where you live. These countries may or may not have adequate data protection laws as defined by the data protection authority in your country.

We may transfer personal information from the Cayman Islands, European Economic Area, Switzerland, and/or the United Kingdom to a country that does not provide an adequate level of protection under the Data Protection Legislation. In such cases, we will process personal data or procure that it be processed in accordance with the requirements of the Data Protection Legislation, which may include having appropriate contractual undertakings in legal agreements with service providers who process personal data on our behalf., One of the safeguards we may use to support such transfer is the [EU Standard Contractual Clauses](https://commission.europa.eu/system/files/2021-06/1_en_annexe_acte_autonome_cp_part1_v5_0.pdf).

For more information about the safeguards we use for international transfers of your personal information, please contact us as set forth below.

## 7.       RETENTION OF PERSONAL INFORMATION <a href="#toc94797844" id="toc94797844"></a>

We store the personal information we collect as described in this Privacy Notice for as long as you use the Services, or as necessary to fulfill the legitimate business purpose(s) for which it was collected, provide the Services, resolve disputes, establish legal defenses, conduct audits, pursue legitimate business purposes, enforce our agreements, and comply with applicable laws.

To determine the appropriate retention period for personal information, we may consider applicable legal requirements, the amount, nature, and sensitivity of the personal information, certain risk factors, the purposes for which we process your personal information, and whether we can achieve those purposes through other means.

We will generally retain your personal data throughout the lifecycle of the Services. Some personal data will be retained after your relationship with us ends. We expect to delete your personal data (at the latest) once there is no longer any legal or regulatory requirement or legitimate business purpose for retaining your personal data.

## 8.       SUPPLEMENTAL NOTICE FOR EU/UK GDPR <a href="#toc94797847" id="toc94797847"></a>

This Supplemental Notice for EU/UK GDPR only applies to our processing of personal information that is subject to the EU or UK General Data Protection Regulation.

In some cases, providing personal information may be a requirement under applicable law, a contractual requirement, or a requirement necessary to enter into a contract. If you choose not to provide personal information in cases where it is required, we will inform you of the consequences at the time of your refusal to provide the personal information.

Foundation’s processing of your personal information may be supported by one or more of the following lawful bases:

<table data-header-hidden><thead><tr><th width="164" valign="top"></th><th valign="top"></th><th valign="top"></th><th valign="top"></th><th valign="top"></th></tr></thead><tbody><tr><td valign="top">Privacy Notice Section</td><td valign="top">Lawful Basis: Performance of a Contract (i.e., to provide the Services to you)</td><td valign="top">Lawful Basis: Legitimate Interest</td><td valign="top">Lawful Basis: Consent</td><td valign="top">Lawful Basis: For Compliance with Legal Obligations</td></tr><tr><td valign="top">Section 3A: Provide the Services</td><td valign="top">✔</td><td valign="top">✔</td><td valign="top">✔</td><td valign="top">✔</td></tr><tr><td valign="top">Section 3B: Administrative Purposes</td><td valign="top">✔</td><td valign="top">✔</td><td valign="top">✔</td><td valign="top">✔</td></tr><tr><td valign="top">Section 3C: Marketing</td><td valign="top"> </td><td valign="top">✔</td><td valign="top">✔</td><td valign="top"> </td></tr><tr><td valign="top">Section 3D: With Your Consent or Direction</td><td valign="top">✔</td><td valign="top">✔</td><td valign="top">✔</td><td valign="top"> </td></tr></tbody></table>

## 9.       CHILDREN’S PERSONAL INFORMATION

The Services are not directed to children under 18 (or other age as required by local law outside the United States), and we do not knowingly collect personal information from children.

If you are a parent or guardian and believe your child has uploaded personal information to the Services in violation of applicable law, you may contact us as described in “[Contact Us](#contact_us.68f)” below.

## 10.    THIRD-PARTY WEBSITES/APPLICATIONS <a href="#toc142039415" id="toc142039415"></a>

The Services may contain links to other websites/applications and other websites/applications may reference or link to our Services. These Third-Party Services are not controlled by us. We encourage our users to read the privacy policies of each website and application with which they interact. We do not endorse, screen, or approve, and are not responsible for, the privacy practices or content of such other websites or applications. Providing personal information to third-party websites or applications is at your own risk.

## 11.    CONTACT US <a href="#contact_us.68f" id="contact_us.68f"></a>

Foundation is the controller of the personal information we process under this Privacy Notice.

If you have any questions about our privacy practices or this Privacy Notice, or to exercise your rights as detailed in this Privacy Notice, please contact us at: <legal@tensor.foundation>.


# Terms of Service

Date of Last Revision: February 7, 2025

## 1           Acceptance of These Terms of Service

Please read these Terms of Service (the “**Terms**”) and carefully because they govern your use of the website located at tensor.foundation (the “**Site**”) and services accessible via the Site offered by the Tensor Protocol Foundation (“**Foundation**,” “**we**,” “**us**,” or “**our**”), a Cayman foundation that facilitates community-led governance over Tensor protocols (“**Protocols**”) and helps the “**Tensor DAO**” grow and develop the Tensor ecosystem. To make these Terms easier to read, the Site and our services are collectively called the “Services.” By accessing, browsing, or otherwise using the Site or any other aspect of the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are using the Service on behalf of an entity or other organization, you are agreeing to these Terms for that entity or organization and representing to Foundation that you have the authority to bind that entity or organization to these Terms (and, in which case, the terms “you” and “your” will refer to that entity or organization). If you do not accept the terms and conditions of these Terms, you will not access, browse or otherwise use the Service.

BY USING THESE SERVICES, YOU REPRESENT THAT YOU ARE NOT A PERSON OR ENTITY WHO IS RESIDENT IN, A CITIZEN OF, IS LOCATED IN, IS INCORPORATED IN, OR HAS A REGISTERED OFFICE IN THE UNITED STATES OF AMERICA (COLLECTIVELY, “US PERSONS”) ANY RESTRICTED TERRITORY, AS DEFINED BELOW (U.S. PERSONS, ALONG WITH ANY SUCH PERSON OR ENTITY FROM A RESTRICTED TERRITORY, ARE REFERRED TO HEREIN AS A “**RESTRICTED PERSON**”).

IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND THE FOUNDATION~~a~~ THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 12(DISPUTE RESOLUTION) BELOW FOR DETAILS REGARDING ARBITRATION. HOWEVER, IF YOU ARE A RESIDENT OF A JURISDICTION WHERE APPLICABLE LAW PROHIBITS ARBITRATION OF DISPUTES, THE AGREEMENT TO ARBITRATE IN SECTION 12 WILL NOT APPLY TO YOU BUT THE PROVISIONS OF SECTION 11 (GOVERNING LAW AND FORUM CHOICE) WILL APPLY INSTEAD.

**Modification; Additional Terms**. We reserve the right, at our sole discretion, to change or modify portions of these Terms at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these Terms were last revised. You may read a current, effective copy of these Terms by visiting the “Terms of Service” link on the Site. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms. You should periodically visit this page to review the current Terms so you are aware of any revisions. If you do not agree to abide by these or any future Terms, you will not access, browse, or use (or continue to access, browse, or use) the Service. When using certain features through the Service, you will be subject to any additional terms applicable to such features that may be posted on or within the Service from time to time. All such terms are hereby incorporated by reference into these Terms.

## 2           Access and Use of the Service

Legal Compliance: The Services are only available to users in certain jurisdictions who can use the Services as permitted under applicable law. You certify that you will comply with all applicable laws, rules, and regulations when using the Services. Without limiting the foregoing, by using the Services, you represent and warrant that:

1. You are not a resident, national, or agent of Cuba, Iran, North Korea, Syria, Belarus, Russia, and the Crimea, Luhansk, Donetsk, Zaporizhzhia, and Kherson regions of Ukraine, or any other country or jurisdiction to which the Cayman Islands, the United Kingdom, United States, the United Nations Security Council, or the European Union embargoes goods or imposes similar sanctions (collectively, “**Restricted Territories**”);
2. You are not a member of any sanctions list or equivalent established by the Cayman Islands, the United Kingdom, United States, the United Nations Security Council, or the European Union (collectively, “**Sanctions Lists Persons**”) and you do not intend to transact with any Restricted Person or Sanctions List Person;
3. Your access to the Services (a) is not 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 the Foundation, you, or the Services, or as otherwise duly enacted, enforceable by law, the common law or equity; or (b) will not be used to engage in or facilitate any illegal activity.

## 3           Privacy Notice.

Please review our Privacy Notice, located at\[\*]\[A1] \[A2] , which also governs your use of the Services, for information on how we collect, use and share your information and agree to provide this Privacy Notice (or any updated version thereof as may be provided from time to time) to each individual (such as any individual directors, shareholders, beneficial owners, authorised signatories, trustees or others) whose personal data you provide to the Foundation.

## 4           Who May Use the Services?

You may use the Services only if you are 18 years or older and capable of forming a binding contract with the Foundation, and not otherwise barred from using the Services under applicable law.

## 5           Conditions of Access and Use <a href="#ref127975050" id="ref127975050"></a>

The Foundation is not obligated to monitor access to or use of the Services or to review or edit any content. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

The following are examples of the or uses that are illegal or prohibited by the Foundation. The Foundation reserves the right to investigate and take appropriate legal action against anyone who, in the Foundation’s sole discretion, violates this provision, including reporting the violator to law enforcement authorities. You agree not to do any of the following:

1. use, display, mirror or frame the Services or any individual element within the Services, the Foundation’s name, any Foundation trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without the Foundation’s express written consent;
2. access, tamper with, or use non-public areas of the Services, the Foundation’s computer systems, or the technical delivery systems of the Foundation’s providers;
3. attempt to probe, scan or test the vulnerability of any the Foundation system or network or breach any security or authentication measures;
4. avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by the Foundation or any of the Foundation’s providers or any other third party (including another user) to protect the Services;
5. attempt to access or search the Services or download content from the Services using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by the Foundation or other generally available third-party web browsers;
6. use any meta tags or other hidden text or metadata utilizing an the Foundation trademark, logo URL or product name without the Foundation’s express written consent;
7. forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive or false source-identifying information;
8. use or attempt to use the Services in a manner that tampers with, abuses, exceeds authorized access, or harms the Protocols or the Tensor DAO;
9. seek to interfere with or compromise the integrity, security, or proper functioning of any computer, server, network, personal device, or other information technology system, including the deployment of viruses and denial of service attacks;
10. violate any applicable local, state, national, or international law, or any regulations having the force of law, including any laws or regulations concerning the integrity of trading markets (e.g., manipulative tactics commonly known as spoofing and wash trading) or trading of securities or derivatives;
11. engage in any activity that seeks to defraud us or any other person or entity, including providing any false, inaccurate, or misleading information in order to unlawfully obtain the property of another;
12. impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
13. further or promote any criminal activity or enterprise or provide instructional information about illegal activities; or
14. encourage or enable any other individual to do any of the foregoing.

## 6           Intellectual Property Rights <a href="#ref127975052" id="ref127975052"></a>

1. **Service Content**. You acknowledge and agree that the Service may contain content or features (“**Service Content**”) that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. The Foundation retains all rights to Service Content. Furthermore,  except as expressly authorized by the Foundation (e.g., to the extent any of the code relating to the Protocols is made available under an open source license), you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Service or the Service Content, in whole or in part. Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited.
2. **Trademarks.** The Foundation name and logos are trademarks and service marks of the Foundation (collectively the “Foundation Trademarks”). Other company, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to the Foundation. Nothing in these Terms or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the Foundation Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of the Foundation Trademarks will inure to our exclusive benefit.
3. **Third-Party Material.** Under no circumstances will the Foundation be liable in any way for any content or materials of any third parties, including for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that the Foundation does not pre-screen content, but that the Foundation and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Site. Without limiting the foregoing, the Foundation and its designees will have the right to remove from the Site any content that violates these Terms or is deemed by the Foundation, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.
4. **User Feedback.** Any questions, comments, suggestions, ideas, feedback, reviews, or other information about the Service (“Submissions”), provided by you to the Foundation are non-confidential and the Foundation will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you.

## 7           Third-Party Services <a href="#ref127975054" id="ref127975054"></a>

The Service may provide access to services, sites, technology, applications and resources that are provided or otherwise made available by third parties (the “**Third-Party Services**”). Your access and use of the Third-Party Services may also be subject to additional terms and conditions, privacy policies, or other agreements with such third party. The Foundation has no control over and is not responsible for such Third-Party Services, including for the accuracy, availability, reliability, or completeness of information shared by or available through Third-Party Services, or on the privacy practices of Third-Party Services. We encourage you to review the privacy policies of the third parties providing Third-Party Services prior to using such services. You, and not the Foundation, will be responsible for any and all costs and charges associated with your use of any Third-Party Services. The integration or inclusion of such Third-Party Services does not imply an endorsement or recommendation. Any dealings you have with third parties while using the Service are between you and the third party. The Foundation will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third-Party Services.

## 8           Termination. <a href="#ref_contractcompanion_9kb9ur17a" id="ref_contractcompanion_9kb9ur17a"></a>

We may suspend or terminate your access to and use of the Services at our sole discretion, at any time and without notice to you. Upon any termination, discontinuation or cancellation of the Services or your account, the following Sections will survive: [5](#ref127975050), [6](#ref127975052), [7](#ref127975054), [8](#ref_contractcompanion_9kb9ur17a), [9](#ref127975061), [10](#ref127975062), [11](#ref127975064), [12](#ref127975065), [13](#id-13-dispute-resolution-by-binding-arbitration), and [14](#id-14-general).

## 9           Indemnification <a href="#ref127975061" id="ref127975061"></a>

You will indemnify and hold the Foundation and its officers, directors, employees and agents (“**Foundation Parties**”), harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Services or (b) your violation of these Terms.

## 10       Warranty Disclaimers <a href="#ref127975062" id="ref127975062"></a>

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE FOUNDATION EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

THE FOUNDATION MAKES NO WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, APPLICATIONS, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.

BY ACCESSING AND USING THE SERVICE, YOU REPRESENT AND WARRANT THAT YOU UNDERSTAND THE INHERENT RISKS ASSOCIATED WITH USING CRYPTOGRAPHIC AND BLOCKCHAIN-BASED SYSTEMS, AND THAT YOU HAVE A WORKING KNOWLEDGE OF THE USAGE AND INTRICACIES OF DIGITAL ASSETS, SUCH AS SOLANA SPL TOKENS, AND BRIDGING ACROSS DIFFERENT BLOCKCHAIN SOLUTIONS. YOU FURTHER UNDERSTAND THAT THE MARKETS FOR THESE DIGITAL ASSETS ARE HIGHLY VOLATILE DUE TO VARIOUS FACTORS, INCLUDING ADOPTION, SPECULATION, TECHNOLOGY, SECURITY, AND REGULATION. YOU ACKNOWLEDGE AND ACCEPT THAT THE COST AND SPEED OF TRANSACTING WITH CRYPTOGRAPHIC AND BLOCKCHAIN-BASED SYSTEMS SUCH AS THE PROTOCOLS ARE VARIABLE AND MAY INCREASE DRAMATICALLY AT ANY TIME. YOU FURTHER ACKNOWLEDGE AND ACCEPT THE RISK THAT YOUR DIGITAL ASSETS MAY LOSE SOME OR ALL OF THEIR VALUE WHILE THEY ARE SUPPLIED TO A BLOCKCHAIN PROTOCOL. YOU FURTHER ACKNOWLEDGE THAT THE FOUNDATION PARTIES ARE NOT RESPONSIBLE FOR ANY OF THESE VARIABLES OR RISKS, AND CANNOT BE HELD LIABLE FOR ANY RESULTING LOSSES THAT YOU EXPERIENCE WHILE ACCESSING OR USING THE SERVICE. ACCORDINGLY, YOU UNDERSTAND AND AGREE TO ASSUME FULL RESPONSIBILITY FOR ALL OF THE RISKS OF ACCESSING AND USING BLOCKCHAIN PROTOCOLS.

## 11       Limitation of Liability <a href="#ref127975064" id="ref127975064"></a>

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE FOUNDATION PARTIES WILL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE FOUNDATION PARTIES HAVE 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.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE FOUNDATION PARTIES’ TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO THE FOUNDATION FOR USE OF THE SERVICES OR ONE HUNDRED DOLLARS ($100),  IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO THE FOUNDATION, AS APPLICABLE.

THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE FOUNDATION AND YOU.

## 12       Governing Law and Forum Choice. <a href="#ref127975065" id="ref127975065"></a>

These Terms and any action related thereto will be governed by the laws of the Cayman Islands, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 13 (Dispute Resolution by Binding Arbitration) the exclusive jurisdiction for all Disputes (defined below) that you and the Foundation are not required to arbitrate will be the courts located in the Cayman Islands, and you and the Foundation each waive any objection to jurisdiction and venue in such courts.

## 13       Dispute Resolution by Binding Arbitration

1. **Mandatory Arbitration of Disputes**. Each party agrees that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and the Foundation agree that Cayman Islands law governs the interpretation and enforcement of these Terms, and that you and the Foundation are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.
2. **Exceptions**. As limited exceptions to Section 13.1 above: (i) either party may seek to resolve a Dispute in the Summary Court of the Cayman Islands if it qualifies; and (ii) either party retains the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
3. **Conducting Arbitration and Arbitration Rules**. Any Disputes arising out of or relating to these Terms, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by binding arbitration to be administered by the Cayman International Mediation and Arbitration Centre (CI-MAC) in accordance with the CI-MAC Arbitration Rules (the “Arbitration Rules”) in force as at the date of these Terms, which Arbitration Rules are deemed to be incorporated by reference to these Terms. The arbitration shall be conducted in the English language and the place of arbitration shall be in George Town, Grand Cayman, Cayman Islands. The arbitration shall be determined by a sole arbitrator to be appointed in accordance with the Arbitration Rules.  The decision of the sole arbitrator to any such dispute, controversy, difference or claim shall be in writing and shall be final and binding upon both parties without any right of appeal, and judgment upon any award thus obtained may be entered in or enforced by any court having jurisdiction thereof. No action at law or in equity based upon any claim arising out of or in relation to these Terms shall be instituted in any court of any jurisdiction. If any litigation or arbitration is necessary to enforce the terms of these Terms, the prevailing party will be entitled to have their attorney fees paid by the other party. Each party waives any right it may have to assert the doctrine of forum non conveniens, to assert that it is not subject to the jurisdiction of such arbitration or courts or to object to venue to the extent any proceeding is brought in accordance herewith.
4. **Arbitration Costs**. Responsibility of payment of all filing, administration and arbitrator fees will be governed by the Arbitration Rules. We each agree that the prevailing party in arbitration will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
5. **Injunctive and Declaratory Relief**. Except as provided in Section 13.2 above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.
6. **Class Action Waiver. YOU AND THE FOUNDATION AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING**. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this dispute resolution section shall be null and void.
7. **Severability**. With the exception of any of the provisions in Section 12.6 of these Terms (“**Class Action Waiver**”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

## 14       General

1. Reservation of Rights. Foundation and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.
2. Entire Agreement. These Terms and the Privacy Notice constitute the entire and exclusive understanding and agreement between Foundation and you regarding the Services, and these Terms and the Privacy Notice supersede and replace all prior oral or written understandings or agreements between Foundation and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without Foundation’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Foundation may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
3. Notices. Any notices or other communications provided by Foundation under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
4. Waiver of Rights. Foundation’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Foundation. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
5. Third Party Rights. Any indemnified person not being a party to these Terms may enforce any rights granted to it pursuant to these Terms in its own right as if it were a party to these Terms. Except as expressly provided in this Section 13.5, a person who is not a party to these Terms shall not have any rights under the Contracts (Rights of Third Parties) Act (as amended) to enforce any term of these Terms.
6. Notwithstanding any term of these Terms, the consent of or notice to any person who is not a party to these Terms shall not be required for any termination, rescission or agreement to any variation, waiver, assignment, novation, release or settlement under these Terms at any time.

## 15       Contact.

If you have any questions about these Terms or the Services, please contact the Foundation at <legal@tensor.foundation>.


