BY ACCESSING OR USING ANY PART OF THE SITE OR ENGAGING WITH ILLUMINATI FOUNDATION PROJECTS, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD AND UNCONDITIONALLY ACCEPT THESE TERMS, WHICH CONTAIN TERMS OF SALE, AN ARBITRATION AGREEMENT, A WAIVER OF CLASS-ACTION RIGHTS, AND LIABILITY LIMITATIONS.
1. Project Overview.
(a) The following terms and conditions constitute a legally binding agreement (together with any terms and conditions incorporated herein by reference, this “Agreement” or the “Terms”) between you (referred to herein as “you”, “your”, or “user”) and the Illuminati Association, a Wyoming Unincorporated Non-profit Association (the “Illuminati Foundation,” “we”, “us”, or “our”), governing your participation in the Illuminati Foundation DAO (the “DAO”).
(b) If you have any questions about these Terms, please contact us by email at email@example.com. If you access the Site (as such term is defined below) on a social media platform (*e.g.*, Facebook, Twitter, Discord, or Instagram), you also consent to and agree to abide by the terms and conditions of that social media platform.
2. Agreement to Terms.
By entering into this Agreement, participating in the purchasing or sale of an Illuminati DAO Token (either directly from us or on resale), using our website (link) (the “Site”), claiming the Illuminati DAO Token, participating in DAO governance, accessing the content and functionalities accessible via the Site offered by the Illuminati Foundation, and/or otherwise participating in related Illuminati Foundation projects, you expressly acknowledge that you understand this Agreement and accept all of its terms. If you do not agree to the terms set forth in this Agreement, you may not use our Site. The Illuminati Foundation operates the Site as a forum for governance-relation information, discussions, news and updates about the DAO and a voting interface for DAO members.
4. Modifications to the Terms.
We reserve the right to make changes to the Terms, at any time and from time to time, in our sole and absolute discretion. If any changes are made to this Agreement, we will provide you with written notice of such changes by sending you an email, providing a notice on our Site, or updating the date at top of this Agreement. Any changes made to this Agreement will go into effect on the date they are made, and your continued access to the Site, or use after the Terms have been updated with constitute your binding acceptance of these updates. If you do not agree to the revised Terms, you may not use our Site.
(a) Intellectual Property Rights. By using our Site, you expressly acknowledge and agree that all content, photographs, computer code, smart contract code, sound or videos, media, images, formulas, graphics, webinars, training materials, products, services and/or other information and materials, and selection and arrangements associated with the DAO and/or located on our Site is copyrighted work under the United States and other copyright laws, and is the property of or licensed by the Illuminati Foundation, made available on our Site or any information, materials, and content transferred via a downloadable file or link by us or other third parties (the “Content”). All trademarks, service marks, and trade names (collectively, the “Marks”) are trademarks or registered trademarks of, and are proprietary to, the Illuminati Foundation or other respective owners that have granted the Illuminati Foundation the right to use such Marks. We expressly reserve all rights that are not specifically granted to users.
(b) Feedback. You may choose to submit comments, bug reports, ideas or other feedback about the Site, including, without limitation, about how to improve the Site (collectively, “Feedback”). By submitting any Feedback, you agree that we are free to use such Feedback in any way we choose without additional compensation to you and you hereby grant us a perpetual, irrevocable, nonexclusive, worldwide license to incorporate and use the Feedback for any purpose. You shall not, under any circumstances or for any reason, modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works of, distribute, publicly perform, publicly display, or in any way exploit any of the materials or Content in whole or in part, without our express prior written consent, which consent may be granted, withheld, conditioned and/or delayed in our sole and absolute discretion. Modification of the Content or use of the Content for any other purpose is a violation of the copyright and other proprietary rights of the Illuminati Foundation, as well as other authors who created the materials, and may be subject to monetary damages and penalties.
(c) Third-Party Content. Our Site contains Content that we create and may also include Content provided by third parties. We do not monitor, we do not endorse, and we are not liable for any third-party content. There may be some inadvertent inaccuracies or errors in the content, and we do not guarantee the accuracy, integrity, completeness or quality of the content on our Site or located at third-party URLs that may be posted on our Site. The Illuminati Foundation is not responsible for the content on any linked site, or any link contained in a linked site. We do not endorse or accept responsibility for the content of such third-party sites.
(e) Restrictions. You agree not to circumvent, disable or otherwise interfere with security-related features of the Site that prevent or restrict use or copying of any Content or enforce limitations on use of the Content. By accessing our Site, you agree not to use any data mining, robots, scraping or similar data gathering or extraction methods.
6. Representations and Warranties.
By using the Site and participating in the DAO, you expressly represent, warrant and acknowledge the following:
(a) You are not a citizen or resident of a state, country, territory or other jurisdiction that is embargoed by the United States or where your use of the Site would be illegal or otherwise violate any applicable law. Specifically, you represent that you are not located in, organized in, or a resident of Cuba, Iran, Syria, North Korea, Russia, the Crimea region, Venezuela, or any other jurisdiction where Applicable Law prohibits you from accessing or using the Site; and you represent that you are not, and have never been, named on the Office of Foreign Asset Control of the U.S. Department of the Treasury's Specially Designated and Blocked Persons List.
(b) You have the necessary technical expertise and ability to review and evaluate the security, integrity and operation of any transactions that you engage in on the Site. Further, you acknowledge that you have a sufficient understanding of the functionality, usage, storage, transmission mechanisms and other material characteristics of decentralized autonomous organizations, blockchain technology, NFTs, digital assets, digital wallets and cryptocurrencies to understand this Agreement and to understand the risks and implications of using the Site.
(c) You have the knowledge, experience, understanding, professional advice and information to make your own evaluation of the merits, risks and applicable compliance requirements under Applicable Law of participating in a decentralized autonomous organization, and assume all financial risks associated with participating in a decentralized autonomous organization, acquiring NFTs and/or otherwise engaging in transactions on the Ethereum Blockchain. You know, understand and accept the risks associated with decentralized autonomous organizations, your Ethereum Address, the Ethereum Blockchain, ETH and NFTs.
(d) BY ACCESSING THE SITE, YOU EXPRESSLY REPRESENT AND WARRANT THAT YOU (i) HAVE READ AND UNDERSTAND THIS AGREEMENT, (ii) ARE AT LEAST 18 YEARS OF AGE AND OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT, AND (iii) THAT YOU ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.
You are solely responsible for your own conduct while accessing or using the Site, and for any consequences thereof. You agree to use the Site only for purposes that are legal, proper and in accordance with this Agreement, the DAO's governing principles, and any Applicable Laws or regulations. By way of example, and not of limitation, you may not, and may not allow any third party acting on your behalf to: (i) send, upload, distribute or disseminate any unlawful, defamatory, harassing, abusive, fraudulent, hateful, violent, obscene, or otherwise objectionable content; (ii) distribute viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature; (iii) impersonate another person; (iv) upload, post, transmit or otherwise make available through the Site any content that infringes the intellectual property or proprietary rights of any party or otherwise violates the legal rights of others; (v) engage in, promote, or encourage illegal activity (including, without limitation, money laundering); (vi) interfere with other users' use of the Site; (vii) use the Site for any unauthorized commercial purpose; (viii) modify, adapt, translate, or reverse engineer any portion of the Site; (ix) remove any copyright, trademark or other proprietary rights notices contained in or on the Site or any part of the Site; (x) use any technology to collect information about the Site for any unauthorized purpose; (xi) access or use the Site for the purpose of creating a product or service that is competitive with any of our products or services; (xii) use any Content in movies, videos or other forms of media, except to the limited extent that such use is expressly permitted by this Agreement or solely for your own personal, non-commercial use; (xiii) sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of any Content; (xiv) attempt to trademark, copyright or otherwise acquire any intellectual property rights in or to any Content; and/or (xv) otherwise utilize any Content for your or any third party's commercial benefit. If you engage in any of the activities prohibited by this section, we may, at our sole and absolute discretion, without notice to you, and without limiting any of our other rights or remedies at law or in equity, immediately suspend or terminate your user account.
8. User Contributions, Content Standards, and Copyright.
1. User Contributions.
- The Site allows for the use of interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Site and/or other means. All User Contributions must comply with the Content Standards set out in these Terms of Service.
- Any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution, you grant us and our affiliates and service providers, and each of their and our licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose.
- You represent and warrant that (A) you own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns, and (B) all of your User Contributions do and will comply with these Terms of Service.
- You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Illuminati Foundation, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.
- We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Site.
2. Monitoring and Enforcement; Termination. We have the right, in our sole and absolute discretion, to:
- Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
- Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms (including, but not limited to, the Content Standards), infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Site or the public, or could create liability for the Illuminati Foundation.
- Disclose information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
- Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Site.
- Terminate or suspend your access to all or part of the Site for any or no reason, including without limitation, any violation of these Terms.
(c) Cooperation. Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Site. YOU WAIVE AND HOLD HARMLESS THE ILLUMINATI FOUNDATION AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
(d) No Liability. Note, we cannot review material before it is posted on the Site and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
(e) Content Standards. These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions shall not:
- Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
- Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
- Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
- Be likely to deceive any person.
- Promote any illegal activity, or advocate, promote, or assist any unlawful act.
- Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
- Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
- Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
- Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
(f) Copyright Infringement. If you believe that any User Contribution violates your copyright, please submit a notification to firstname.lastname@example.org for instructions on sending us a notice of copyright infringement. It is the policy of the Illuminati Foundation to terminate the user accounts of repeat infringers.
7. Disclaimers and Limitation of Liability.
(a) YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE SITE IS AT YOUR SOLE RISK, AND THAT THE SITE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE MAKE NO EXPRESS WARRANTIES AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE SITE AS A WHOLE, AND ANY PART OF EACH (INCLUDING, WITHOUT LIMITATION, THE SITE, ANY SMART CONTRACT, OR ANY EXTERNAL WEBSITES), INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CORRECTNESS, ACCURACY, OR RELIABILITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE, OUR SUBSIDIARIES, AFFILIATES, AND LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (i) YOUR ACCESS TO OR USE OF THE SITE WILL MEET YOUR REQUIREMENTS, (ii) YOUR ACCESS TO OR USE OF THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (iii) USAGE DATA PROVIDED THROUGH THE SITE WILL BE ACCURATE, (iv) THE SITE OR ANY CONTENT OR FEATURES MADE AVAILABLE ON OR THROUGH THE SITE AND/OR THE DAO ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (IV) THAT ANY DATA THAT YOU DISCLOSE WHEN YOU USE THE SITE AND/OR DAO WILL BE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
(b) YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND AGREE THAT WE HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR WILLFUL MISCONDUCT.
(c) WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF THE ETHEREUM NETWORK NOR DO WE HAVE ANY CONTROL OVER, AND MAKE NO GUARANTEES REGARDING, ANY SMART CONTRACTS, INCLUDING, WITHOUT LIMITATION, THE FUNCTIONALITY OF OUR SMART CONTRACT.
(d) YOU UNDERSTAND AND AGREE THAT WE WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES WHICH YOU MAY INCUR, HOWSOEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER INTANGIBLE LOSS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(e) YOU AGREE THAT OUR TOTAL, AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR ACCESS TO OR USE OF (OR YOUR INABILITY TO ACCESS OR USE) ANY PORTION OF THE SITE, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, IS LIMITED TO THE GREATER OF (a) THE AMOUNTS YOU ACTUALLY PAID US UNDER THIS AGREEMENT IN THE 12 MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE, OR (b) $500.
(f) YOU ACKNOWLEDGE AND AGREE THAT WE HAVE MADE THE SITE AND DAO AVAILABLE TO YOU AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON YOUR REPRESENTATIONS AND WARRANTIES, THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN. WE WOULD NOT BE ABLE TO PROVIDE THE SITE AND DISCORD TO YOU WITHOUT THESE LIMITATIONS.
(g) WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU OR ANY OTHER PARTY FOR ERRORS OR FAILURES TO EXECUTE ANY PROPOSAL THAT MEMBERS OF THE DAO VOTED ON, INCLUDING, WITHOUT LIMITATION, ERRORS OR FAILURES CAUSED BY: (i) YOUR FAILURE TO FOLLOW OUR INSTRUCTIONS; (ii) ANY LOSS OF CONNECTION TO OUR SITE UNLESS CAUSED BY OUR GROSS NEGLIGENCE; (iii) A FAILURE OF ANY SOFTWARE OR DEVICE USED BY YOU TO PARTICIPATE IN THE DAO; OR (iv) FOR ANY OTHER FAILURE TO EXECUTE DAO PROPOSALS OR FOR ERRORS OR OMISSIONS IN CONNECTION WITH THIS ACTIVITY UNLESS CAUSED BY OUR GROSS NEGLIGENCE. THE ILLUMINATI FOUNDATION MAKES NO REPRESENTATION THAT PARTICIPATION IN THE DAO IS LEGAL OR APPROPRIATE TO PARTICIPATE IN OUTSIDE OF THE UNITED STATES. YOU ARE SOLELY RESPONSIBLE FOR COMPLYING WITH ALL REGULATIONS AND ALL APPLICABLE LAWS OF ANY JURISDICTION INSIDE AND OUTSIDE OF THE UNITED STATES FROM WHICH YOU MAY ACCESS THE SITE AND PARTICIPATE IN THE DAO.
8. Assumption of Risk.
You accept and acknowledge:
(a) The prices of blockchain assets are extremely volatile. Fluctuations in the prices of other NFTs and/or cryptocurrencies may impact the price of your Illuminati NFT, which may also be subject to significant price volatility. NFTs have no intrinsic value and should NOT be considered an investment. Ethereum-based NFTs may become worthless or obsolete. We cannot guarantee that any purchases of Illuminati NFTs will retain their original value, as their value is inherently subjective and factors occurring outside of the Site may materially impact the value and desirability of any particular NFT.
(b) You are solely responsible for determining what, if any, taxes apply to your Illuminati NFT transactions. Illuminati Foundation is not responsible for determining the taxes that apply to Illuminati NFT transactions.
(c) Our Site does not store, send, or receive Illuminati DAO Tokens. This is because Illuminati DAO Tokens exist only by virtue of the ownership record maintained on its supporting blockchain. Any transfer of an Illuminati DAO Token occurs within the supporting blockchain and not on this Site.
(d) You assume all risks associated with using an Internet-based currency, including, but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your wallet.
(e) NFTs, decentralized autonomous organizations, cryptocurrencies and blockchain technology are relatively new and the regulatory landscape is unsettled. New regulations could negatively impact the utility or value of membership in the DAO. You understand and accept all risk in that regard, and further understand that we bear no responsibility to notify you of any changes with respect to the regulatory landscape of NFTs, decentralized autonomous organizations, cryptocurrencies and/or blockchain technology.
(f) By participating in the DAO, you expressly acknowledge and assume all risks associated therewith including, but not limited to: (i) forgotten passwords; (ii) inability to access or use your digital wallet for any reason; (iii) improperly constructed instructions when participating in DAO activities; (iv) errors in the smart contract; (v) errors in the DAO; (vi) errors with the Site; (vii) inability to access or transfer an Illuminati DAO Token; (viii) inability to use, access, copy, or display any Content; (ix) blockchain malfunctions or other technical errors; (x) server failure or data loss; (xi) telecommunications failures; (xii) unfavorable regulatory determinations or actions (including with respect to DAOs, NFTs or cryptocurrencies in general); (xiii) taxation of NFTs or cryptocurrencies; (xiv) uninsured losses; (xv) unanticipated risks; (xvi) volatility risks in the value of Illuminati DAO Token and cryptocurrencies; (xvii) cybersecurity attacks; (xviii) weaknesses in the Illuminati Foundation's security; (xix) personal information disclosure; (xx) unauthorized access to applications; and/or (xxi) unauthorized third-party activities, including, without limitation, the introduction of viruses or other malicious code; and the use of phishing, sybil attacks, 51% attacks, bruteforcing, changes to the protocol rules of the Ethereum Blockchain (*i.e.*, “forks”), or other means of attack that affect, in any way, the DAO, the NFTs or the Content. If you have any questions regarding these risks, please contact us at email@example.com.
(g) Any payments made to us via the Site will be effectuated through the Ethereum Blockchain. We have no control over these payments or transactions, nor do we have the ability to reverse any payments or transactions on the Ethereum Blockchain. You acknowledge that the Illuminati Foundation has no liability to you or to any third party for any claims or damages that may arise as a result of your payment not reaching us, including, but not limited to, instances where your payment was not properly processed on the Ethereum Blockchain. It is solely your responsibility to confirm that your payment for an Illuminati DAO Token has been accepted. We do not provide refunds for any purchases that you might make on or through the Site. This no-refund policy shall apply at all times regardless of your decision to terminate membership in the DAO purchased through our Site, any disruption to the operations of any components of the NFT, or any other reason whatsoever. By your continued use of our Site and participation in the DAO, you expressly release us, and any of our Affiliates, from any and all liability or responsibility for any actions taken by you, or by someone acting on your behalf, with respect to the Site and the DAO.
(h) Nothing on this Site, and nothing pertaining to your participation in the DAO, is intended to be an offering of securities in any jurisdiction nor does it constitute an offer to purchase shares, securities, or other financial products. It remains your sole responsibility to assure that the purchase of an Illuminati NFT is in compliance with laws and regulations in your jurisdiction.
(i) The Illuminati Foundation is not responsible for any transaction between you and a third party and shall have no liability in connection with any such transaction.
(j) You assume all risk for any disruptions or other issues that may occur on the Ethereum Blockchain and/or impacts Ethereum or NFT functionality.
(k) The Illuminati Foundation cannot and does not represent or warrant that the Site, the DAO, any Illuminati DAO Token, or its supporting systems or technology, is reliable, current, or error-free, meets your requirements, or that defects in the Site, the DAO, Illuminati DAO Token, or its supporting systems or technology, will be corrected (as applicable).
(l) We are not responsible if your Illuminati DAO Token or Content becomes inaccessible to you for any reason, or for any modifications or changes to your Illuminati DAO Token or any Content including any deletion, removal, or inaccessibility of the Site, the DAO or otherwise.
(m) In addition to assuming all the above risks, you acknowledge that you have obtained sufficient information to make an informed decision to participate in the DAO and that you understand and agree that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for yourself.
9. Indemnification and Release.
(a) You agree to indemnify, defend and hold harmless Illuminati Foundation and its Affiliates, licensors, suppliers and sponsors, and each of their respective directors, officers, members, shareholders, associates, managers, agents, contractors, partners, advisors, employees, licensors, content creators, and suppliers (collectively, the “Illuminati Foundation Indemnified Parties”) from and against any claim, liability, loss, damage (actual and consequential) of any kind or nature, suit, judgment, litigation cost, and attorneys' fees (collectively, “Liabilities”) arising out of or in any way related to (i) your breach of this Agreement, (ii) your misuse of the Site or the DAO, (iii) your violation of any intellectual property right or other rights of another party, and/or (iv) your violation of Applicable Laws, rules, regulations, or governing principles in connection with your access to or use of the Site or membership in the DAO. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person, and shall survive any termination of this Agreement.
(b) To the maximum extent permitted by Applicable Law, you hereby irrevocably and unconditionally release and waive all claims against any Illuminati Foundation Indemnified Parties from any and all Liabilities of every kind and nature, arising out of or in any way connected with your use of the Site or membership in the DAO. To the extent that you do have any claims against the Illuminati Foundation, you agree that: (i) any and all disputes, claims and causes of action against the Illuminati Foundation arising out of or connected with your use of the Site and/or the DAO shall be resolved individually, without resort to any form of class action; and (ii) any and all claims, judgments and awards shall be limited to actual and documented damages and out-of-pocket costs incurred, but shall in no event include attorneys' fees or litigation costs (*e.g.*, court filing fees and related costs).
We reserve the right, in our sole and absolute discretion, to refuse, suspend, restrict or terminate your access to the Site and/or the DAO for any reason (or no reason) and without notice to you. You agree that the Illuminati Foundation shall not be liable to you for any such termination.
If any term or provision of this Agreement is deemed invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
12. Governing Law.
This Agreement and all matters related to it and/or the DAO be governed by, construed, and enforced in accordance with the laws of the State of Wyoming, as they are applied to agreements entered and to be performed entirely within Wyoming and without regard to conflict of law principles, except to the extent that law is inconsistent with or preempted by federal law.
13. Dispute Resolution; Arbitration.
All disputes arising out of or in connection with this Agreement, including without limitation your access or use of the Site or membership in the DAO will be referred to and finally resolved by binding arbitration under the rules of the American Arbitration Association. The case will be adjudicated by a single arbitrator and will be administered by the American Arbitration Association in accordance with its applicable rules. Each party will cover its own fees and costs associated with the arbitration proceedings. The place of arbitration will be located in New York, New York. The award of the arbitrator will be final and binding, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, we may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction. WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THE SITE AND/OR THE DISCORD OR ANY NFTS SOLD OR DISTRIBUTED THROUGH THE SITE, OR THE SMART CONTRACTS: (i) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO HAVE A TRIAL BY JURY; AND (ii) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS IN ANY LAWSUIT, INCLUDING BUT NOT LIMITED TO CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.
14. Limitation on Time to File Claims.
15. Geographic Restrictions.
The owner of the Site is based in the United States. We provide this Site for use only by persons located in the United States. We make no claims that the Site or any of its content is accessible or appropriate outside of the United States. Access to the Site may not be legal by certain persons or in certain countries. If you access the Site from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
(a) “Affiliate” means, with respect to any specified Person (as defined below), any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person, including without limitation any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.
(b) “Applicable Law” means any domestic or foreign law, rule, statute, regulation, by-law, order, protocol, code, decree, or other directive, requirement or guideline, published or in force which 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 Governmental Authority (as defined below) having jurisdiction over the DAO, you, or as otherwise duly enacted, enforceable by law, the common law or equity.
(c) “DAO” stands for decentralized autonomous organization.
(d) “ETH” means the Ethereum Blockchain utility token that may be used to purchase computational resources to run decentralized applications or perform actions on the Ethereum Blockchain.
(e) “Ethereum Address” means the unique public key digital asset identifier that points to an Ethereum-compatible wallet to which ETH may be sent or stored.
(f) “Ethereum Blockchain” means the underlying blockchain infrastructure.
(g) “Governmental Authority” includes any domestic or foreign federal, provincial or state, municipal, local or other governmental, regulatory, judicial or administrative authority.
(h) “NFT” means any blockchain-tracked, non-fungible token.
(i) “Person” means an individual, a partnership, a joint venture, a limited liability company or partnership, a corporation, a trust, an unincorporated organization or a government or any department or any agency or political subdivision thereof.
(k) “Site” means the website located at illuminatinft.com.