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 and Vector Limit Order System (“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 FOUNDATIONa 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:
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”);
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;
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
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:
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;
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;
attempt to probe, scan or test the vulnerability of any the Foundation system or network or breach any security or authentication measures;
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;
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;
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;
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;
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;
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;
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;
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;
impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
further or promote any criminal activity or enterprise or provide instructional information about illegal activities; or
encourage or enable any other individual to do any of the foregoing.
6 Intellectual Property Rights
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.
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.
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.
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
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.
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, 6, 7, 8, 9, 10, 11, 12, 13, and 14.
9 Indemnification
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
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
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.
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
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.
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.
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.
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.
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.
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.
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
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.
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.
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.
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.
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.
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.
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