Cactus Terms of Use

1. Description of the Platform

• ScopeLift is a web-hosted platform which provides a user interface through which DAOs and their members may conduct certain on-chain governance functionalities, including but not limited to, (i) indexing and organizing public information about the DAOs, which include the management of member identities and voting power, managing on-chain DAO assets, and managing governance proposals; and (ii) helping DAO members construct blockchain transactions to interact with their DAOs, including updating their user profiles and governance campaigns, delegating their voting power to other parties, creating and voting on on-chain DAO proposals, and executing passed DAO proposals.
• Additionally, users can use their own funds, managed and custodied by the users in self-hosted wallets or third-party wallets not managed by ScopeLift, to participate in Token Sales through our user interface.
• In order to use the Platform to interact with or conduct any DAO activities or participate in any Token Sale, including constructing transactions to delegate, vote, and create governance proposals, you must connect your applicable blockchain wallet to the Platform. When you initiate a wallet connection, a sign-in request will be prompted by the Platform. You must complete this prompt in order to successfully connect your blockchain wallet.
• To the extent you wish to create a public user profile on ScopeLift, you must register an account on ScopeLift by connecting your blockchain wallet in order to verify your control of such wallet.
• You may sign out of the Platform's (i) on-chain services by disconnecting your blockchain wallet, and (ii) off-chain services (if applicable) by logging out of the Platform.

2. Who Can Use the Platform

• As a condition to accessing or using the Platform, you represent and warrant to ScopeLift the following:
  • if you are entering into these Terms as an individual, then you are at least 18 years old or of legal age in the jurisdiction in which you reside and you have the legal capacity to enter into these Terms and be bound by them;
  • if you are entering into these Terms as an Entity (defined below), then you must have the legal authority to accept these Terms on such entity's behalf, in which case "you" (except as used in this paragraph) will mean such Entity; For purposes of these Terms, "Entity" means a corporation; partnership; trust; incorporated or unincorporated association; joint venture; limited liability company; joint stock company; or an organization managed, in whole or in part, by decentralized computer program, whereby the voting and financial governance of such organization is conducted through a shared and immutable digital distributed ledger.
  • you are the exclusive beneficial and/or legal owner of any digital asset used or to be used for the purchase or sale of any digital asset on the Platform;
  • you are not a resident, national, or agent of the Crimea, Donetsk or Luhansk Region of Ukraine, Cuba, Iran, North Korea, Russia, Syria, Venezuela, or any other country or region to which the United States, the United Kingdom or the European Union embargoes goods or imposes similar sanctions (collectively, "Restricted Territories");
  • you have not been identified as a Specially Designated National or placed on any sanctions list by the U.S. Treasury Department's Office of Foreign Assets Control, the U.S. Commerce Department, the U.S. Department of State, HM Treasury of the United Kingdom, or the European Union (collectively, "Sanctions Lists Persons"); and you will not use our Platform to conduct any illegal or illicit activity;
  • you do not intend to transact with any Restricted Person or Sanctions List Person;
  • you do not, and will not, use VPN software or any other privacy or anonymization tools or techniques to circumvent, or attempt to circumvent, any restrictions that apply to the Platform; and
  • your access to the Platform is not (a) 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 ScopeLift, you, the Platform, or as otherwise duly enacted, enforceable by law, the common law or equity (collectively, "Applicable Laws"); or (b) contribute to or facilitate any illegal activity.

3. Fees and Price Estimates

• In connection with your use of the Platform, you are required to pay all gas fees necessary for interacting with the relevant blockchain, as well as all other fees reflected on the Platform, if any; unless such fees are expressly borne by any applicable DAO or third-party token seller for Token Sales, as determined in such applicable party's sole discretion. The value of the gas fee changes, often unpredictably, and is entirely outside of the control of ScopeLift. Although we attempt to provide accurate fee information, this information reflects our estimates of fees, which may vary from the actual fees paid to use the Platform and interact with the applicable blockchain. You acknowledge that under no circumstances will a transaction be invalidated, revocable, retractable, or otherwise unenforceable on the basis that the gas fee for the given transaction was unknown, too high, or otherwise unacceptable to a user. You also acknowledge and agree that the gas fee is non-refundable under all circumstances.

4. Token Launch and Token Sale Services

• From time to time for Token Sales, the Platform may provide certain users who wish to issue their own blockchain-based assets access to smart contracts and interfaces that enable these users (each, an "Issuer") to create, offer, and distribute their own blockchain-based tokens ("Issuer Tokens"). In those cases, ScopeLift provides only the technical infrastructure, including tokenization smart contracts and a token sale user interface, that allows users to interact with those Issuer Tokens. ScopeLift does not issue Issuer Tokens, does not act as a broker, dealer, or custodian with respect to Issuer Tokens, and is not a party to any token purchase between an Issuer and a user.
• For each offering for all Token Sales, ScopeLift may in its sole discretion require verification of all users. Such verification may require you to disclose personal information to ScopeLift or its third-party service provider, which will perform a KYC / AML check to determine and verify your identity prior to permitting participation in the Token Sales process.
• Each token sale or auction is governed by the Issuer's own terms and conditions, risk disclosures, and other legal documentation (collectively, "Issuer Terms"). By choosing to participate in any token sale or auction accessible through the Platform, you acknowledge that (a) your rights and obligations in respect of any Issuer Token are determined solely by the applicable Issuer Terms between you and the Issuer, and (b) ScopeLift is not responsible for, and does not guarantee, the accuracy, completeness, legality, or performance of any Issuer, Issuer Token, or Issuer Terms.
• ScopeLift may receive fees or other consideration from Issuers in connection with token launch services, including administrative fees and portions of protocol-level trading fees. Such arrangements do not create any additional rights for you and do not change the self-custodial nature of your interactions with Issuer Tokens through the Platform. ScopeLift does not currently charge you fees for your participation in Token Sales, but reserves the right to introduce such fees in the future upon notice to you; ScopeLift charges fees to the Issuers.
• ScopeLift may, in its sole and absolute discretion, restrict, suspend, or disable access to any token sale, auction, or Issuer Token at any time, including in order to comply with applicable law, sanctions, or Issuer eligibility rules, or where ScopeLift believes there may be fraud, technical issues, or other risks.

5. Prohibited Activity

• You may not use the Platform to engage in the categories of activity set forth below ("Prohibited Uses"). By using the Platform, you confirm that you will not use the Platform to do any of the following:
  • violate any Applicable Laws including, without limitation, any relevant and applicable anti-money laundering and anti-terrorist financing laws and sanctions programs;
  • engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under Applicable Law;
  • use the Platform in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Platform;
  • circumvent any content-filtering techniques, security measures or access controls that ScopeLift employs on the Platform, including through the use of a VPN;
  • use any robot, spider, crawler, scraper, or other automated means or interface not provided by us, to access the Platform or to extract data;
  • provide false, inaccurate, or misleading information while using the Platform or engage in activity that operates to defraud ScopeLift, other users of the Platform, or any other person;
  • use or access the Platform to transmit or exchange cryptoassets that are the direct or indirect proceeds of any criminal or fraudulent activity, including terrorism or tax evasion;
  • use the Platform in any way that is libelous, defamatory, profane, obscene, pornographic, harassing, hateful, threatening, offensive, discriminatory, fraudulent, deceptive, or otherwise objectionable;
  • use the Platform from a jurisdiction that we have determined is a jurisdiction where use of the Platform is prohibited;
  • harass, abuse, or harm another person or entity, including ScopeLift's employees and service providers;
  • impersonate another user of the Platform or otherwise misrepresent yourself; or
  • encourage, induce or assist any third party, or yourself attempt, to engage in any of the activities prohibited under this section.

6. Proprietary Rights

• Subject to these Terms, ScopeLift grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Platform solely for the purposes described in these Terms.
• The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Platform; (b) you shall not modify, decipher, disassemble, reverse compile or reverse engineer or otherwise attempt to derive any source code; (c) you shall not access the Platform in order to build a similar or competitive application, product, or service; (d) you shall not translate, or otherwise create derivative works of any part of the Platform; (e) you shall not rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder; and (f) except as expressly stated herein, no part of the Platform may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means.
• ScopeLift reserves the right, at any time, to modify, suspend, or discontinue the Platform (in whole or in part) with or without notice to you.
• You acknowledge that all intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Platform and its content are owned by ScopeLift. Neither these Terms nor your access to the Platform transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in these Terms.

7. Third-Party Links

• The Platform may provide links to other World Wide Web or accessible platforms, applications, or resources. You acknowledge and agree that ScopeLift is not responsible for the availability of such external platforms, applications or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such platforms or resources.

8. Modification, Suspension, and Termination

• We may, at our sole discretion, from time to time and with or without prior notice to you, modify, suspend or disable (temporarily or permanently) the Platform, in whole or in part, for any reason whatsoever.
• You may request that your public user profile be removed from the Platform by contacting us via support at https://www.tally.xyz/support
• Upon termination of your access, your right to use the Platform will immediately cease. We will not be liable for any losses suffered by you resulting from any modification to the Platform or from any modification, suspension, or termination of your access.
• We may suspend or terminate your rights to use or access the Platform at any time for any reason at our sole discretion, including for any use of the Platform in violation of these Terms.

9. Accuracy of Information

• We attempt to ensure that the information that we provide on the Platform is complete, accurate and current. Despite our efforts, the information on the Platform may occasionally be inaccurate, incomplete or out of date. We make no representation as to the completeness, accuracy or correctness of any information on the Platform.

10. Platform Risk Disclosure

• Blockchain networks use public/private key cryptography. You alone are responsible for securing your private key(s). We do not have access to your private key(s). Losing control of your private key(s) will permanently and irreversibly deny you access to cryptoassets on the applicable blockchain.
• Cryptography is a progressing field with advances in code cracking or other technical advancements, such as the development of quantum computers, which may present risks to cryptoassets and the Platform.
• All blockchain technology remains under development, which creates technological and security risks when using the Platform in addition to uncertainty relating to cryptoassets and transactions therein.
• The Platform remains under development, which creates technological, trading, and other risks when using or accessing the Platform. You acknowledge and understand that the Platform is subject to flaws and that you are solely responsible for evaluating any code provided by the Platform.
• Any reference to a type of digital asset on the Platform, including for Token Sales, does not indicate our approval or disapproval of the technology on which the digital asset relies and should not be used as a substitute for your understanding of the risks specific to each type of digital asset. No reference to an Issuer Token shall be construed by you as financial advice by ScopeLift.
• Transactions entered into in connection with the Platform are irreversible and final. You acknowledge and agree that you will access and use the Platform at your own risk.
• We must comply with Applicable Law, which may require us to, upon request by government agencies, take certain actions or provide information, which may not be in your best interests.
• You hereby acknowledge and agree that ScopeLift will have no responsibility or liability for the risks set forth in this section. You hereby irrevocably waive, release and discharge all claims, whether known or unknown to you, against ScopeLift, its affiliates, and their respective shareholders, members, directors, officers, employees, agents, representatives, suppliers, and contractors related to any of the risks set forth herein.

11. Personal Data

Consent to access, processing and storage of your personal data. You consent to us accessing, processing and retaining any Personal Data you provide to us when accessing our Platform. This consent is not related to, and does not affect, any rights or obligations we or you have in accordance with data protection laws, privacy laws, and regulations. You can withdraw your consent at any time by closing your account with us. However, we may retain and continue to process your Personal Data for other purposes. Please see our Privacy Policy, which is incorporated herein by reference and available at https://terms.tally.xyz/privacy.html, for further information.

12. Indemnification

You will defend, indemnify, and hold harmless ScopeLift, its affiliates, and its and its affiliates' respective stockholders, members, directors, officers, managers, employees, attorneys, agents, representatives, suppliers, and contractors (collectively, "Indemnified Parties") from any claim, demand, lawsuit, action, proceeding, investigation, liability, damage, loss, cost or expense, including without limitation reasonable attorneys' fees, arising out of or relating to (a) your use of, or conduct in connection with, the Platform; (b) your violation of these Terms; or (c) your infringement or misappropriation of the rights of any other person or entity.

13. Disclosures; Disclaimers

• ScopeLift shall not be responsible in any way for any transactions you enter into with other users.
• You acknowledge that your data on the Platform may become irretrievably lost or corrupted or temporarily unavailable due to a variety of causes, and agree that, to the maximum extent permitted under Applicable Law, we will not be liable for any loss or damage caused by denial-of-service attacks, software failures, viruses or other technologically harmful materials, protocol changes by third-party providers, internet outages, force majeure events or other disasters.

THE PLATFORM IS PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS, AND SCOPELIFT (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE PLATFORM, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.

SCOPELIFT DOES NOT ENDORSE ANY OTHER THIRD PARTY AND SHALL NOT BE RESPONSIBLE IN ANY WAY FOR ANY TRANSACTIONS YOU ENTER INTO WITH OTHER USERS. YOU AGREE THAT SCOPELIFT WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGES OF ANY SORT INCURRED AS THE RESULT OF ANY INTERACTIONS BETWEEN YOU AND OTHER USERS.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SCOPELIFT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE PLATFORM, EVEN IF SCOPELIFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE PLATFORM IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIFTY US DOLLARS (U.S. $50). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.

15. Dispute Resolution & Arbitration

Please read this section (the "Arbitration Agreement") carefully. It is part of your contract with ScopeLift and affects your rights. It contains procedures for mandatory binding arbitration and a class action waiver.

• Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) between ScopeLift and any user that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement.
• Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute describing the nature and basis of the claim or dispute, and the requested relief. After the Notice is received, you and ScopeLift may attempt to resolve the claim or dispute informally. If you and ScopeLift do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding.
• Arbitration Rules. Arbitration shall be initiated through the American Arbitration Association ("AAA"). The AAA Consumer Arbitration Rules governing the arbitration are available online at www.adr.org. The arbitration shall be conducted by a single, neutral arbitrator. Any in-person hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, or the parties may agree to conduct the hearing by telephone, videoconference, or other remote means. The award of the arbitrator is final and binding upon you and ScopeLift.
• Additional Rules for Non-Appearance-Based Arbitration. If non-appearance-based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration.
• Time Limits. If you or ScopeLift pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations and within any deadline imposed under the AAA Rules for the pertinent claim.
• Authority of Arbitrator. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim, to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and the Terms.

Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, INSTEAD ELECTING THAT ALL CLAIMS AND DISPUTES SHALL BE RESOLVED BY ARBITRATION UNDER THIS ARBITRATION AGREEMENT.

Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER USER.

• Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential.
• Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.
• Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with ScopeLift.
• Small Claims Court. Notwithstanding the foregoing, either you or ScopeLift may bring an individual action in small claims court.
• Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration.
• Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party's patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.
• Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within the State of Delaware.

16. Governing Law

The interpretation and enforcement of these Terms, and any dispute related to these Terms or the Platform, will be governed by and construed and enforced under the laws of the State of Delaware, as applicable, without regard to conflict of law rules or principles that would cause the application of the laws of any other jurisdiction. For any proceeding that is not subject to arbitration under these Terms, the state and federal courts located in the State of Delaware will have exclusive jurisdiction.

17. General Information

• These Terms are subject to occasional revision. Any changes to these Terms will be effective seven (7) days following the earlier of our dispatch of an e-mail notice to you (if applicable) or our posting of notice of the changes on our Platform. Continued use of our Platform following the effective date of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
• You consent to receive all communications, agreements, documents, receipts, notices, and disclosures electronically that we provide in connection with these Terms or the use of the Platform.
• The invalidity or unenforceability of any of these Terms shall not affect the validity or enforceability of any other of these Terms, all of which shall remain in full force and effect.
• We will have no responsibility or liability for any failure or delay in performance of the Platform due to any circumstance or event beyond our control, including without limitation any flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, or equipment or software malfunction.
• You may not assign or transfer any right to use the Platform, or any of your rights or obligations under these Terms, without our express prior written consent. ScopeLift may assign or transfer these Terms, or any of its rights or obligations hereunder, in whole or in part, without restriction and without your consent.
• These Terms contain the entire agreement between you and ScopeLift, and supersede all prior and contemporaneous understandings between the parties regarding the Platform.
• For any questions, comments, or feedback, you may contact us via support at https://www.tally.xyz/support