Qoda DAO App Terms of Use

Last updated: 29 July 2024

THESE TERMS AND CONDITIONS (THE "TERMS") CONTAIN VERY IMPORTANT INFORMATION REGARDING RISKS, YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MAY IMPACT YOUR RIGHTS, INCLUDING AS TO HOW DISPUTES ARE RESOLVED. PLEASE READ THE TERMS CAREFULLY.

The Terms are entered into between you (hereinafter referred to as “You” or "Customer”) and Qoda Labs Ltd., a company incorporated in the British Virgin Islands with company number 2098805 (hereinafter referred to as "we" or the "Company") which constitutes a binding legal agreement between You and the Company (together, the "Parties" and each individual, a "Party").

These Terms supplement the $QODA Tokens Terms and Conditions of Use (available here) (the "T&Cs").

The Company offers the Customer the opportunity to use the following service(s) (the "Services") via the Company's mobile application (the "App"):

• the Company's staking service (hereinafter, the "Staking Service").

The use of all or any of the Services shall not be permitted if the Customer does not agree to these Terms and the T&Cs.

These Terms are based on the law and practice in force in the British Virgin Islands at the relevant time and are subject to changes therein. In the event of any dispute between the Company and a Customer, such dispute shall be determined pursuant to the arbitration provisions detailed in Section 14 "Dispute Resolution".

The Company reserves the right, in its sole discretion, to make changes or modifications to these Terms from time to time. The Company will alert you about any changes by updating the 'Last update' date of these Terms, and You waive any right to receive specific notice of each such change. It is Your responsibility to periodically review these Terms to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms by Your continued use of the Services after the date such revised Terms are posted.

1. Staking

Through the Staking Service, the Customer can stake their ERC-20 tokens using the App by either:

1. depositing ERC-20 tokens (the "Tokens") into the $veQODA smart contract (by clicking the "Stake" button in the App, entering the number of Tokens to be staked and signing the transaction to effect the transfer of those Tokens from the Customer's wallet to the $veQODA smart contract) (the "Vanilla Method"); or
2. adding liquidity to the Uniswap V2 $QODA/$USDC or $QODA/$WETH Pools and depositing the resulting Uniswap V2 LP tokens (the "LP Tokens") into the $veQODA smart contract (the "LP Method").

You will earn non-transferable Vote Escrowed $QODA ($veQODA) tokens (the "Staking Tokens") based on the number of Tokens or LP Tokens You have staked, the staking method and the duration of Your stake. Further information in respect of the accrual of Staking Tokens can be found on the App.
There is no limit to the Staking Tokens total token supply, nor is there a limit to how many Staking Tokens You can earn.

Staking Tokens provide the holder thereof the right to receive Rewards (as defined below) and the right to vote on proposals (with voting power calculated on the basis of the Customer's share of the total supply of Staking Tokens at the time of any such proposal). The Staking Tokens are not intended to constitute a security of any kind. The Staking Tokens do not represent ownership of any physical asset, and they will not be redeemable. You should not use the Staking Service with an expectation of any profit, dividend, capital gain, financial yield or any other return, payment, or income of any kind.

2. Staking Period

Tokens can be unstaked at any time without any lock-up period. Whilst the Customer's Tokens or LP Tokens are staked in the $veQODA smart contract, the Customer will not be able to freely use those tokens.

Unstaking any amount of Tokens or LP Tokens immediately resets the Customer's balance of Staking Tokens to zero.

3. Rewards

You will be entitled to receive reward distributions, paid in Tokens or LP Tokens, as a reward for your participation in the Staking Service (the "Rewards"). Rewards will be calculated at the end of each "epoch" based on Your share of the total Staking Token supply.

Rewards will be distributed through Reward Distributor smart contracts and once distributed, will be made available for claiming by the Customer through the App.

Rewards may be claimed directly to the Customer’s wallet balance or be automatically staked in the $veQODA smart contract. The destination of claimed Rewards is determined by the distributor of those Rewards at the time of distribution. Customers may unstake Rewards that have been automatically staked, but doing so would immediately reset the Customer’s balance of Staking Tokens to zero.

4. Customer Rights and Obligations

You shall use the Services only in Your own name and on Your own behalf unless otherwise expressly agreed in writing. You are obliged to make each decision (including the decision to use the Staking Service, the decision on whether to use the Vanilla Method or the LP Method and the decision on whether/when to unstake Tokens or LP Tokens) independently and at Your own risk. All decisions made by the Customer must be based on the Customer's own investigation and assessment of the Company and the Services, and the risks associated with the Services. The Customer should consult appropriate parties in making investment decisions where necessary.

By using any of the Services, the Customer represents and warrants that:

1. the Customer takes sole responsibility for all its decisions and actions regarding its use of any of the Services;
2. the Customer is capable of assessing the risks associated with the Services, and acknowledges and accepts that all actions taken and decisions made by the Customer in connection with its use of the Services are based entirely on the Customer's own judgment and decision making;
3. all Tokens or LP Tokens staked by You for the use of the Staking Service are owned by You;
4. the Customer is using the Services in good faith;
5. the Customer takes sole responsibility for any potential tax obligations related to the Services and/or the use of the Services and acknowledges and accepts that the Company does not provide any tax, investment or financial advice.
6. You are not a Restricted Person (as such term is defined in the T&Cs);
7. You have sufficient understanding of cryptographic tokens, token storage mechanisms (such as blockchain wallets) and distributed ledger technology to understand these Terms and to appreciate the risks and implications of using the Services and holding any Tokens, LP Tokens or Staking Tokens;
8. You have read and understand these Terms;
9. You have had the opportunity to ask questions about the Company and the Services. All your questions have been answered to your satisfaction;
10. You have obtained sufficient information about the Services to make an informed decision to use some or all of the Services;
11. You understand that the Tokens, the LP Tokens and the Staking Tokens confer no other rights of any form with respect to the Company, including but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights;
12. You will comply with any applicable laws and tax obligations in your jurisdiction that may be relevant to your use of the Services;
13. You agree to promptly provide to the Company, its representative, or its nominee, upon request, proof of identity, KYC Information, and/or source of funds and/or other documentation or other information that the Company may request from time to time in connection with the Company’s obligations under, and compliance with, applicable laws and regulations, including but not limited to anti-money laundering and counter-terrorist financing legislation, regulations or guidance and/or tax information reporting or withholding legislation, regulations or guidance;
14. Any information You have provided to the Company is true and accurate and You acknowledge that the Company has relied on such information to verify your identity, eligibility to use the Services. Such information may include your personal information such as name, address, email address, nationality or transaction information such as transaction hash;
15. You have the legal capacity and authority to accept and be bound by these Terms;
16. If You are a natural person, You are of legal age in your country of residence and if You are a juristic person or acting on behalf of a juristic person, You or the juristic person You are representing is an entity duly organized and validly existing under the laws of the jurisdiction of formation, and that by accepting these Terms, You have obtained all requisite corporate actions, and no other corporate actions are necessary;
17. You acknowledge and understand that the Company relies on the services of certain third party service providers in connection with the provision of the Services (for example, the reliance on Uniswap smart contracts to manage the Company's liquidity pools) and you agree not to hold the Company liable for any liability that may be caused by such third party service provider;
18. You agree not to allow anyone to use your blockchain wallet or share your credentials with any other person for the purpose of facilitating their unauthorized access to the purchasing of Tokens, LP Tokens or Staking Tokens. If You do share your credentials with anyone, the Company will consider the activities to have been authorized by You. You alone are responsible for any acts or omissions that occur during the purchasing of Tokens, LP Tokens or Staking Tokens through the use of your credentials. The Company reserves the right to suspend or block your access to the Services upon suspicion of any unauthorized access or use, or any attempted access or use, by anyone associated with your credentials.

You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that You will immediately notify the Company. You further acknowledge and undertake that You shall provide the Company with such information as the Company may deem necessary or appropriate in order to maintain compliance with all applicable laws.

5. Company Rights and Obligations

At its discretion, the Company has the right to cancel the Customer's use of any of the Services if the Company detects or suspects that the Customer is using any of the Services for illegal or harmful purposes, or in any way in violation of these Terms. In doing so, the Company is not obliged to provide the Customer with any reasons for its decision to cancel the Customer's use of any of the Services.

6. Assumption of Risks

The Customer acknowledges and agrees that there are risks associated with using the Services. By using some or all of the Services, the Purchaser expressly acknowledges, accepts and assumes these risks, including, but not limited to, the following:

1. Regulation of cryptocurrencies and blockchain technologies, which include the Tokens, LP Tokens and Staking Tokens, and of transactions such as the issuance or staking of such tokens, lack uniformity and are unsettled in many jurisdictions. These regulations are evolving rapidly, are subject to significant variation among international jurisdictions and are generally subject to significant uncertainty. There is no guarantee that the Tokens, LP Tokens or Staking Tokens will not suffer as a result of new laws or regulations or by the new enforcement or interpretation of current laws or regulations.
2. Cryptography is constantly evolving and current systems cannot guarantee absolute security going forward. Advances in cryptographic methods or algorithms, or with technology, such as with quantum computing, could present risks to all cryptography-based systems. These advances could result in the theft, loss, disappearance, destruction, or devaluation of the Tokens, LP Tokens and/or Staking Tokens. There can be no guarantee that the value or security of the Tokens, LP Tokens and Staking Tokens will not be destroyed or negatively impacted by the future developments in the field of cryptography.
3. Tokens stored in a digital wallet are accessible by a private key, which is a unique string of text. The loss or destruction of a digital wallet's private key may render the tokens on such wallet inaccessible. Further, if a private key is learned or copied by another person, that person will be able to steal the tokens (and any other cryptocurrency or tokens) stored on the digital wallet. Purchasers are required to safeguard the private keys of their digital wallets. Neither the Company nor the Company Parties will be liable for any losses due to any situation in which a Token, LP Token or Staking Token is lost, divulged, destroyed, or otherwise compromised.
4. The Company may collect and retain personal information from Customers. The collection and retention of such information is subject to applicable laws and regulations. Further, databases holding such information are vulnerable to breaches and other forms of unauthorized access. The Company Parties may be required to expend significant financial resources to alleviate problems caused by any breaches or losses, settle fines, and resolve inquiries from regulatory or government authorities. Any information breaches or losses will also damage the Company's reputation.
5. The taxation of cryptographic and utility tokens is an evolving area of law and often varies widely between jurisdictions. Purchasing, holding, staking and selling Tokens, LP Tokens or Staking Tokens may have tax reporting implications and may create liabilities for Customers, depending on their tax jurisdiction and situation. Customers are urged to consult their tax advisors prior to using any of the Services. The Company expressly disclaims responsibility and liability for the tax treatment and tax obligations arising from its use of any of the Services.
6. These Terms are subject to revision by the Company from time to time, and there is no guarantee that such terms will be acceptable to you.

The information in these Terms does not necessarily identify, or purport to identify, all the risk factors associated with the Services. You must make your own independent assessment, after making such investigations as you consider necessary, of the merits of using the Services. You should consult and rely upon your accounting, legal and tax representatives and advisers in order to evaluate the economic, legal and tax consequences of using any of the Services.

7. Disclaimer

To the fullest extent permitted by applicable law and except as otherwise specified in a writing by the Company, the Services are made available on an “AS IS” and “AS AVAILABLE” basis without any warranties or representations of any kind, and the Company expressly disclaims all warranties and representations relating to the Services (whether express or implied), including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, whether arising by law, course of dealing, course of performance, usage of trade, or otherwise.

The Company makes no representation or warranty that it will be able to provide the Services uninterrupted.

No regulation authority has examined or approved any of the information set forth in these Terms or any related documentation or communication by the Company. No such action has been or will be taken under the laws, regulatory requirements, or rules of any jurisdiction.

Neither these Terms nor any related documentation or communication by the Company constitutes a prospectus or offering document and is neither an offer to sell nor the solicitation of an offer to buy any investment, security, collective investment scheme, capital market product, or financial instrument in any jurisdiction.

Some jurisdictions do not allow the exclusion of certain warranties or disclaimer of implied terms in contracts with consumers, so some or all of the exclusions of warranties and disclaimers in this Section may not apply to You.

8. Company Status

The Company has been incorporated in the British Virgin Islands as a company limited by shares. The Company is required to operate in accordance with the BVI Business Companies Act, and its constitutional documents (which will dictate how voting, management of the Company's affairs etc are to be conducted). As such, the Company is not truly decentralised and any reference in these terms to a DAO is a reference to the Company's use of smart contracts in operating the App.

9. Taxes

You are solely responsible for determining what, if any, taxes apply to your use of any of the Services, including, for example, sales, use, value added, and similar taxes. It is also your responsibility to withhold, collect, report and remit the correct taxes to the appropriate tax authorities. The Company is not responsible for withholding, collecting, reporting or remitting any sales, use, value added or similar tax arising from your use of any of the Services. You agree not to hold the Company or any Company Parties liable for any tax liability associated with or arising from your use of any of the Services.

10. Limitation of Liability

The Parties’ entire liability resulting from the other Party’s failure to perform any of its obligations under these Terms shall be the Parties’ actual, direct damages as might be provable in a court of law.  In particular, the Customer is responsible for implementing all reasonable and appropriate measures for securing the wallet, vault or other storage mechanism used by the Purchaser to receive and hold the Tokens, including any requisite key(s) or other credentials necessary to access such storage mechanism(s). If such key(s) or other access credentials are lost, the Customer may lose access to its Tokens. The Company is not responsible for any security measures relating to the Purchaser's receipt, possession, storage, transfer or potential future use of the Tokens, nor is the Company under any obligation to recover any Token and the Company hereby excludes (to the fullest extent permitted under applicable laws) any and all liability for any security breaches or other acts or omissions which result in the Purchaser's loss of (including any loss of access to) the Tokens.

Neither Party shall be liable to the other Party for any incidental, indirect or consequential damages such as, but not limited to, compensation or damages for loss of present or prospective profits or revenues, loss of actual or anticipated fees on sales or anticipated sales, or expenditures, investments or commitments made in connection with these Terms or in connection with the performance of obligations hereunder.

11. Indemnification

To the fullest extent permitted by applicable law, You will indemnify, defend and hold harmless the Company and its respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “Company Parties”) from and against all actual and threatened claims, lawsuits, demands, actions, investigations (whether formal or informal), liabilities, obligations, judgments, damages, penalties, interests, fees, losses, expenses (including attorneys’ fees and expenses), and costs (including, without limitation, court costs, costs of settlement, and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether claimed by Company Parties or third parties including governmental authorities, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract, or otherwise (collectively referred to as “Claims”) arising from or relating to (i) your use of any of the Services (ii) the performance or non-performance of your responsibilities or obligations under these Terms, (iii) your breach or violation of these Terms, (iv) any inaccuracy in any representation or warranty made by You, (v) your violation of any rights (including, but not limited to, intellectual property rights) of any other person or entity or (vi) any act or omission of yours that is negligent, unlawful, or constitutes willful misconduct. This foregoing indemnity is in addition to, and not in lieu of, any other remedies that may be available to the Parties under applicable law.

The Company reserves the right to exercise sole control over the defence, at Your expense, of any claim subject to indemnification under this Section 10. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in any other written agreement between You and the Company.

12. Changes to Terms

The Company may update these Terms at any time, in its sole discretion. If it does so, the Company will be deemed to have delivered a notice of such update to You (1) if it has posted the updated Terms at the website address where the Terms were originally posted, or (2) if it has posted the updated Terms on its website or the App, or any applicable blog or forum used for sharing information, or (3) if it provides you with a copy of the updated Terms through other communications, including in person, in writing, by facsimile or by e-mail. It is important that you review any and all updates to the Terms and check the foregoing sources regularly for updates.

13. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the British Virgin Islands. Any dispute between the Parties arising out of or relating to these Terms that is not subject to arbitration in accordance with Section 13 or cannot be heard in small claims court will be resolved and filed only in the courts of the British Virgin Islands. In such case, You hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these Terms.

14. Dispute Resolution

Informal Negotiations

To expedite resolutions and control the cost of any dispute, controversy, or claim related to these Terms (each a "Dispute" and collectively, the "Disputes") brought by either Party, the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least 30 days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other.

Binding Arbitrations

Any dispute, controversy, or claim arising out of, relating to, or in connection with these Terms, including any question regarding its existence, validity or termination, or any dispute regarding non-contractual obligations arising out of or relating to it, shall be referred to and finally resolved by arbitration administered by the BVI International Arbitration Centre (“BVI IAC”) in accordance with the BVI IAC Arbitration Rules. (“BVI IAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this Section 13. The law of this arbitration clause shall be the laws of the British Virgin Islands. The place of the arbitration shall be in Tortola, British Virgin Islands. The number of arbitrators shall be three (3). The language to be used in the arbitral proceedings shall be English.

15. Class Action Waiver

Except as otherwise provided herein, to the fullest extent permitted by applicable law, the arbitrators may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, consolidated action, representative action, or private attorney general action) unless both You and the Company specifically agree to do so in writing following initiation of the arbitration. Neither You, nor any other holder of the Token can be a class representative, class member, or otherwise participate in a class, consolidated, or representative proceeding.

16. Contact

If You have any questions about these Terms or otherwise need to contact the Company for any reason, You can reach the Company at: [email protected].