Last Updated Date: March 20, 2025
Please read this Terms of Use Agreement (these “Terms of Use”) carefully. Your access to and use of the app available at app.towns.com, the “Towns” mobile application, and any related applications (each, an “App” and collectively, “Apps”), any website operated by Here Not There, Inc. (“Towns”, “we”, “us”, or “our”), and any related websites, subdomains, or applications that link to these Terms of Use and are operated by Towns, including certain information and services enabled through the Website and/or the Apps (each including the Website and Apps, a “Service” and, collectively, the “Services”). The Services enable users of the Website and the Apps (“Users”) to access and interact with the Protocol (defined below), spin up and operate a self-custodied software-based digital wallet (“Towns Wallet”), Build (defined below) decentralized applications (“dApps”), and operate nodes.
BY USING ANY SERVICES, CREATING AN ACCOUNT, CONNECTING A DIGITAL WALLET TO THE WEBSITE, BROWSING THE WEBSITE, AND/OR DOWNLOADING, ACCESSING, USING, OR INTERACTING WITH AN APP, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH TOWNS, (3) YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS OF USE PERSONALLY OR ON BEHALF OF THE ENTITY (WHETHER OR NOT SUCH ENTITY IS REGISTERED OR INCORPORATED UNDER THE LAWS OF ANY JURISDICTION) YOU HAVE NAMED AS THE USER, AND TO BIND THAT ENTITY TO THESE TERMS OF USE; AND (4) YOU UNDERSTAND AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SERVICES COMPLIES WITH THE LAWS OF YOUR JURISDICTION. THE TERM “YOU” REFERS TO THE INDIVIDUAL OR ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU REGISTERED ON THE WEBSITE. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF USE, YOU MAY NOT ACCESS OR USE THIS WEBSITE OR THE SERVICES.
Towns IS NOT AN Exchange, trust company, licensed broker, dealer, broker-dealer, investment advisor, investment manager, or adviser. neither Towns nor our Services give, offer, or render investment, tax, or legal advice. Towns PROVIDES SOFTWARE THAT ALLOWS YOU TO MANAGE YOUR SELF-CUSTODIED DIGITAL WALLETS AND OTHERWISE WRITE TRANSACTIONS THAT MAY BE EXECUTED ON THIRD-PARTY BLOCKCHAINS AND OTHER THIRD-PARTY SERVICES (DEFINED BELOW) AND RELATED ADMINISTRATIVE SERVICES. Before making LEGAL, financial, or investment decisions, we recommend that you contact an investment advisor, or tax or legal professional.
YOU AGREE THAT YOU, AND NOT TOWNS, ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SERVICES, AND ANY ACTIONS YOU TAKE IN CONNECTION WITH ANY DIGITAL ASSETS (INCLUDING WITHOUT LIMITATION ANY MARKETING OR OTHER COMMUNICATIONS WITH RESPECT TO SUCH DIGITAL ASSETS) COMPLIES WITH APPLICABLE LAW.
The Services provide an interface that Users to interact with the Towns Protocol, an independent, decentralized, open-source, software-based layer-2 blockchain that enables Users to Build and manage decentralized real-time messaging applications and communities called “Spaces” (as further described below), as (the “Protocol”), and other third-party smart contracts and protocols that interact with the Protocol, including those that allow for staking on the Protocol (each a Third-Party Service, as further described below). The Services also allow users to manage Digital Wallets owned and/or controlled by such Users. Each Digital Wallet is a system of software-based smart contracts interoperable with software installed on and operated through a User’s device, which such system enables Users to hold and transact in cryptocurrency and other digital assets (“Digital Assets”) ****across one or more third-party blockchains through a series of credible commitments. For the avoidance of doubt, the Protocol and your Digital Wallet are not controlled or operated by Towns, are not part of the Website or the Apps, and are not Services made available by Towns under this Agreement. The Services are one, but not the only, means of interacting with the Protocol. Towns has no obligation to monitor or control any use of the Protocol or any Digital Wallet by you or any third party on or through the Website and/or any use of any Digital Wallet that does not take place on or through the Website. Towns makes no representations or warranties about the functionality of the Protocol or any Digital Wallet. All interactions on the Protocol and use of a Digital Wallet are undertaken at your own risk, and Towns is not and shall not be liable to you or to any third party for any loss or damage arising from or connected to your or any third party’s use of the Protocol or a Digital Wallet. Notwithstanding anything to the contrary set forth herein, the terms of Sections 10 through 12 of this Agreement apply, mutatis mutandis, to any claims arising out of your use of or inability to use the Protocol or any Digital Wallet. THE PROTOCOL IS MADE AVAILABLE “AS IS” AND “WITH ALL FAULTS” AND YOU ACCESS, INTERACT WITH, AND/OR BUILD ON THE PROTOCOL AT YOUR OWN RISK.
SECTION 16 CONTAINS PROVISIONS THAT GOVERN HOW TO RESOLVE DISPUTES BETWEEN YOU AND TOWNS. AMONG OTHER THINGS, SECTION 16 INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 16 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 16 CAREFULLY.
UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT WITHIN THIRTY (30) DAYS IN ACCORDANCE WITH SECTION 16: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.
ANY DISPUTE, CLAIM OR REQUEST FOR RELIEF RELATING IN ANY WAY TO YOUR USE OF THE WEBSITE WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF NEW YORK, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THIS AGREEMENT.
Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in these Terms of Use or will be presented to you for your acceptance when you sign up to use the supplemental Service. If these Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service. These Terms of Use and any applicable Supplemental Terms are referred to herein as the “Agreement.”
PLEASE NOTE THAT The Agreement IS subject to change by Towns in its sole discretion at any time. When changes are made, Towns will make a new copy of these Terms of Use available at the Website and any new Supplemental Terms will be made available from within, or through, the affected Service on the Website. We will also update the “Last Updated” date at the top of these Terms of Use. If we make any material changes, we may notify you by email or by notification through the Services or through our social media channels. Any changes to the Agreement will be effective immediately for new users of the Website and/ or Services and will be effective thirty (30) days after posting notice of such changes on the Website for existing Users. Towns may require you to provide consent to the updated Agreement in a specified manner before further use of the Website, and/or the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Services. Otherwise, your continued use of the Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.
DESCRIPTION OF THE SERVICES. The Services include the Website, Apps and Services enabled thereby, as further defined and described below. There are important risks and limitations associated with the use of the Services as described below and elsewhere in these Terms of Use. Please read them carefully.
2.1 The Services. Towns’s Services include a proprietary online platform enabled through the Website and Apps, and supported documentation made available therewith, that allows Users to create or join online communities of Users that meet certain criteria (each, a “Community”, and collectively, “Communities”), create and post written or image-based content for discussion, connect to and transact through a Towns Wallet or compatible third-party digital wallets (such as Privy) (each, a “Digital Wallet”), and acquire or dispose of Digital Assets. Users may be able to ****use the Services to visualize certain Digital Assets that are associated with a User’s Digital Wallet (collectively, “User Assets”) and write transactions to be executed by such Digital Wallet on third-party distributed ledgers compatible with the Services (each, a “Supported Blockchain”) in accordance with the technological and contractual parameters of such Supported Blockchain (the applicable “Blockchain Rules”). User Asset visualizations may include graphs, projections, and other information about your User Assets (collectively, “User Asset Information”).
2.2 Open Source Software. You acknowledge and agree that the Service may use, incorporate or link to certain software made available under an “open-source” or “free” license (“OSS” or “OSS License”, as applicable), and that your use of the Service is subject to, and you agree to comply with, any applicable OSS Licenses. Each item of OSS is licensed under the terms of the end-user license that accompanies such OSS. Nothing in this Agreement limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for the OSS.
2.3 Communities. Communities are made available through the Services, and all user (including User) activity on or in connection with such Communities is subject to this Agreement and any membership eligibility criteria or other supplemental terms applicable to a Community, which may include the payment of a fee (“Community Guidelines”).
2.4 dApps. The Services may include tools that you may use in connection with creating, converting, building, or deploying (collectively, to “Build”) dApps on or to the Protocol. For the avoidance of doubt, you are solely responsible for any dApps that you Build, including any use of the Protocol in connection therewith. This means, without limitation, that you and not we are liable to any end users of your dApps in connection with their use of same. If you Build a dApp and make it available to any end user, you agree that such end user’s access to the dApp will be accompanied by an end user license agreement (“EULA”) no less protective of Towns than the terms set forth hereunder, including without limitation as set forth in Sections 9 through 11 hereof. Each EULA will be solely between you and the applicable end user, will conform to all applicable laws, and will disclaim all of Towns’ liability to end users or any third party in connection with the Protocol and Services. For the avoidance of doubt, Towns shall not be responsible for and shall not have any liability whatsoever to you or any third party in connection with, any dApp, any EULA, or any breach thereof by you or any end user of your dApps.
2.5 Points Program. Subject to your ongoing compliance with this Agreement and any Points Program Terms (defined below) made available by Towns from time to time, Towns may enable you to participate in a limited program that rewards users for interacting with the Service (the “Points Program”) by allocating such users with Digital Assets that bear no cash or monetary value and are made available by Towns (“Points”, as further described below). Your participation in the Points Program constitutes your acceptance of the then-current terms and conditions applicable to the Points Program at the time of such participation (the “Points Program Terms”), as may be modified or updated by Towns in its sole discretion. Additional terms applicable to the Points Program, which shall constitute part of the Points Program Terms, may be set forth on the Services from time to time.
2.6 Transactions on Supported Blockchains. By combining publicly available information with your interactions with the Services, the Services can draft standard transaction messages that are designed to accomplish your operational goals as expressed through the interactions with the Services. You may broadcast such messages to the validator network for any Supported Blockchain in order to initiate a transaction of User Assets through your Digital Wallet. The User must personally review and authorize all transaction messages that the User wishes to execute; this may require the User to sign the relevant transaction message through the User’s Digital Wallet, which is inaccessible to the Services or Towns. The User-authorized message will then be broadcast to validators through the Digital Wallet, and the User may pay a Gas Fee to have the validators record the results of the transaction message on the applicable Supported Blockchain, resulting in a transfer of User Assets. Towns and the Services are not agents or intermediaries of the User, do not store or have access to or control over any User Assets, passwords, Accounts or other property of the User, and are not capable of performing transactions or sending transaction messages on behalf of the User. All transactions relating to Digital Assets (“Transactions”) are effected and recorded solely through the interactions of the User with the respective issuer or initial offeror of such Digital Asset, who are not under the control of or affiliated with Towns or the Services. Towns does not process or transmit any such Transactions.
2.7 Compatibility Risk. The Services may not be compatible with all forms of cryptocurrency, blockchains, and/or types of transactions, and certain of your User Assets may not be compatible with the Services. Whether or not a User Asset is then-currently compatible with the Services may change at any time, in Towns’s sole discretion, with or without notice to you.
2.8 Taxes. You are solely responsible (and Towns has no responsibility) for determining what, if any, taxes apply to any transactions involving your User Assets.
2.9 User Responsibility. You are solely responsible for your interactions with other Users and any other parties with whom you interact, including without limitation any Community; provided, however, that Towns reserves the right, but has no obligation, to intercede in such disputes. You agree that Towns will not be responsible for any liability incurred as the result of such interactions.
ELIGIBILITY; USER REPRESENTATIONS AND WARRANTIES.
3.1 Registering Your Account. To access certain features of the Services, you may be required to register an account on the Services (“Account”). Notwithstanding anything to the contrary herein, you acknowledge and agree that you have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and will forever be owned by and inure to the benefit of Towns. Furthermore, you are responsible for all activities that occur under your Account. You shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Services by minors. You may not share your Account or password with anyone, and you agree to notify Towns immediately of any unauthorized use of your password or any other breach of security. You agree not to create any username that violates this Agreement (including the AUP) or any third party’s rights. You agree not to create an Account or use the Services if you have been previously removed by Towns, or if you have been previously banned from any of the Services.
3.2 Registration Data. When you access or use the Services in any way, you agree to (a) provide true, accurate, current and complete information about yourself as may be prompted by the Services from time to time (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You acknowledge and agree that our obligation to provide you with any Services is conditioned on the Registration Data being accurate and complete at all times during the term of this Agreement. If you provide any information that is untrue, inaccurate, not current or incomplete, or Towns has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, Towns has the right to suspend or terminate your access to the Services and refuse any and all current or future use of the Services (or any portion thereof). You agree not to use the Services if you have been previously removed by Towns, or if you have been previously banned from any of the Services. Towns reserves the right to obtain and retain any Registration Data or other identifying information it as it may determine from time to time in order for you to use and continue to use the Services.
3.3 Eligibility. You represent and warrant that:
3.4 Digital Wallets. In connection with certain features of the Services you may need to send cryptocurrency assets to or from a Digital Wallet. You represent that you are entitled to use such Digital Wallet. Please note that if a Digital Wallet or associated service becomes unavailable then you should not attempt to use such Digital Wallet in connection with the Services, and we disclaim all liability in connection with the foregoing, including without limitation any inability to access any User Assets you have sent to such Digital Wallet. PLEASE NOTE THAT YOUR RELATIONSHIP WITH ANY THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR DIGITAL WALLET IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND TOWNS DISCLAIMS ANY LIABILITY FOR INFORMATION THAT MAY BE PROVIDED TO IT OR USER ASSETS THAT MAY BE DEPLOYED TO ANY SUPPORTED BLOCKCHAIN BY OR THROUGH SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE SETTINGS THAT YOU HAVE SET IN SUCH DIGITAL WALLETS. While a Digital Wallet may be interoperable with other compatible blockchain platforms, tokens, or services, only User Assets supported by Towns that are stored in your Digital Wallet will be accessible through the Services. When you use the Services in connection with any User Assets, you represent and warrant that (a) you own or have the authority to connect to the applicable Digital Wallet; (b) you own or have the authority to deploy such User Assets; (c) all User Assets you deploy, transfer, deposit, or otherwise make available in connection with our Services have been earned, received, or otherwise acquired by you in compliance with all applicable laws; and (d) no User Assets that you deploy, transfer, deposit, or otherwise make available in connection with the Services have been “tumbled” or otherwise undergone any process designed to hide, mask, or obscure the origin or ownership of such User Assets.
3.5 Access Through a Third-Party Account. The Service may allow you to link your Account with an account you hold on a third-party social networking or social media service, email server, Digital Wallet provider, or other Third-Party Service (each, a “Third-Party Account”) by allowing Towns to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to Towns and/or grant Towns access to your Third-Party Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Towns to pay any fees or making Towns subject to any usage limitations imposed by such third-party service providers. By granting Towns access to any Third-Party Account, you understand that Towns may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials (“Content”) that you have provided to and stored in your Third-Party Account (“Linked Account Content”) so that it is available on and through the Service. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your Account on the Service. If a Third-Party Account or associated service becomes unavailable, or Towns’s access to such Third-Party Account is terminated by the third-party service provider, then Linked Account Content will no longer be available on and through the Service. YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND TOWNS DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS. Towns makes no effort to review any Linked Account Content for any purpose, including but not limited to, for accuracy, legality or noninfringement, and Towns is not responsible for any Linked Account Content.
3.6 Necessary Equipment and Software. You must provide all equipment and software necessary to connect to the Services, including but not limited to, a mobile device that is suitable to connect with and use the Services as applicable. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Services.
Your Assumption of Risk.
4.1 Risk of Financial Loss. When you use the Services, you understand and acknowledge that Towns is not a financial OR INVESTMENT advisor and that the Services ENTAIL A RISK OF LOSS AND may not meet your needs. The Services provided by Towns rely on Supported Blockchains and the applicable Blockchain Rules, which may not be reliable, consistent or dependent in all scenarios. Towns may not be able to foresee or anticipate technical or other difficulties which may result in data loss or other service interruptions. Towns encourages you to periodically confirm the valuation of your User Assets and the accuracy of any User Asset Information through independent sources. Towns does not and cannot make any guarantee that your User Assets will not lose value. The prices of cryptocurrency assets, including Digital Assets, can be extremely volatile. Towns makes no warranties as to any Supported Blockchain or the markets in which your User Assets are staked, transferred, purchased, or traded.
4.2 Cybersecurity Risks. You understand that like any other software, the Services could be at risk of third-party malware, hacks or cybersecurity breaches. You agree that it is your responsibility to monitor your User Assets regularly and confirm their proper use and deployment consistent with your intentions.
4.3 Expertise and Experience. You represent and warrant that you (a) have the necessary technical expertise and ability to review and evaluate the security, integrity and operation of your Digital Wallet and any Supported Blockchains to which your User Assets may be deployed and staked in connection with the Services; (b) have the knowledge, experience, understanding, professional advice and information to make your own evaluation of the merits, risks and applicable compliance requirements under applicable laws of any use of your Digital Wallet and any Supported Blockchains to which your User Assets may be deployed in connection with the Services; (c) know, understand and accept the risks associated with your Digital Wallet and any Supported Blockchains to which your User Assets may be deployed in connection with the Services; and (d) accept the risks associated with blockchain technology generally, and are responsible for conducting your own independent analysis of the risks specific to your use of the Services. You further agree that Towns will have no responsibility or liability for such risks.
4.4 General Risks of Blockchain Technology. In order to be successfully completed, any transaction involving User Assets initiated by or sent to your Digital Wallet must be confirmed by and recorded on the applicable Supported Blockchain. Towns has no control over any Supported Blockchain, and therefore cannot and does not ensure that any transaction details that you submit or receive via our Services will be validated by or confirmed on the relevant Supported Blockchain, and Towns does not have the ability to facilitate any cancellation or modification requests. You accept and acknowledge that you take full responsibility for all activities that you effect through your Digital Wallet and accept all risks of loss, including loss as a result of any authorized or unauthorized access to your Digital Wallet, to the maximum extent permitted by law. You further accept and acknowledge that:
USE OF THE SERVICES.
5.1 License to the Services. Subject to the Agreement, Towns grants you a limited license to access and use the Services solely as described hereunder. Unless otherwise specified by Towns in a separate license, your right to use any and all Services is subject to this Agreement. You acknowledge and agree that nothing set forth herein shall be construed as a sale of any ownership interest in or to the Services or any intellectual property rights associated therewith.
5.2 License to the Apps. Subject to your compliance with this Agreement, Towns grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Apps solely on devices that you own or control and solely for your own personal or internal business use.
5.3 Updates. You understand that Services are evolving. You acknowledge and agree that Towns may update Services with or without notifying you. You may need to update third-party software from time to time in order to use Services.
5.4 Certain Restrictions. The Services are intended for your internal use only. The rights granted to you in the Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Services or any portion of the Services, including the Website; (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Services (including images, text, page layout or form) of Towns; (c) you shall not use any metatags or other “hidden text” using Towns’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (g) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Services. Any future release, update or other addition to the Services shall be subject to the Agreement. Towns, its suppliers and service providers reserve all rights not granted in the Agreement. Any unauthorized use of the Services may terminate the licenses granted by Towns pursuant to the Agreement.
5.5 Third-Party Services. Certain features of the Services, including without limitation, the Apps, may rely on third-party websites, services, technology, or applications accessible or otherwise connected to the Services but not provided by Towns, including without limitation any Supported Blockchain, any validator on such Supported Blockchain, our third-party identity verification providers, your Digital Wallet, and dApps Built by you or other Users on or accessed through the Services (each, a “Third-Party Service” and, collectively, ****“Third-Party Services”). Notwithstanding anything to the contrary in these Terms of Use, you acknowledge and agree that (a) Towns shall not be liable for any damages, liabilities, or other harms in connection with your use of and/or any inability to access the Third-Party Services; and (b) Towns shall be under no obligation to inquire into and shall not be liable for any damages, other liabilities or harm to any person or entity relating to any losses, delays, failures, errors, interruptions or loss of data occurring directly or indirectly by reason of Third-Party Services or any other circumstances beyond Towns’s control, including without limitation the failure of a Supported Blockchain or other Third-Party Service. If you create and link a Digital Wallet through Privy, the Privy terms of service (as currently available at https://www.privy.io/user-terms-of-service) also govern such use.
5.6 Accessing the Mobile Application.
5.7 Responsibility for Content. You acknowledge that all Content, including the Services, is the sole responsibility of the party from whom such Content originated. This means that you, and not Towns, are entirely responsible for all Content that you (or any end users of dApps Built by you) upload, post, e-mail, transmit or otherwise make available through or in connection with any Services (“Your Content”) and that other users of the Service, and not Towns, are similarly responsible for all Content that they make available through the Service (“User Content”). Unless expressly agreed to by Towns in writing elsewhere, Towns has no obligation to store any of Your Content. Towns has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit, or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Service.
OWNERSHIP.
6.1 Services. Except with respect to Your Content, you agree that as between you and Towns, Towns and its suppliers own all rights, title and interest in the Services and the Apps, including but not limited to, any software, computer code, algorithms, technology, themes, objects, concepts, artwork, animations, sounds, methods of operation, and documentation, as well as all intellectual and proprietary rights related thereto. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any Services.
6.2 Trademarks. Towns’s stylized name and all related graphics, logos, service marks and trade names used on or in connection with any Services, or in connection with the Services, are the trademarks of Towns and may not be used without permission in connection with your, or any third-party, products or services. Other trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners.
6.3 Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Towns through its suggestion, feedback, wiki, discord, forum, or other pages or means (“Feedback”) is at your own risk and that Towns has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Towns a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of Services and/or Towns’s business.
USER CONDUCT; LICENSE TO YOUR CONTENT.
7.1 License Grant to Towns. You hereby grant Towns a fully paid, royalty-free, worldwide, non-exclusive right (including any moral rights) and license to use, sublicense, distribute, reproduce, modify, adapt, and display, Your Content (in whole or in part) for the purposes of (a) providing the Services, including making Your Content available to other users in accordance with your elections on the Services; (b) improving the Services; and (c) and monitoring and analyzing User Content usage of the Services in order to derive and share insights based on User Content and usage of the Services. For more information on how we use your personal data, please visit our Privacy Policy. You acknowledge and agree that, except as set forth expressly herein or in our Privacy Policy, we have no responsibility or liability for how any dApp or Community uses Your Content. Except with respect to Your Content, you agree that you have no right, title, or interest in or to any User Content that appears on or in the Services.
7.2 License Grant to other Users. You also hereby grant each user of the Services a non-exclusive license to access Your Content through the Services, and to use, reproduce, distribute, display and perform such User Content as permitted through the functionality of the Services and under this Agreement, including without limitation through your interactions with any Community.
7.3 Deleting Your User Content. If the features of the Services allow you to remove or delete User Content from the Services, the licenses granted by you in Your Content hereunder terminate within a commercially reasonable time after you remove or delete such User Content from the Services. Notwithstanding the foregoing, you understand and agree that Towns may retain, but not display, distribute, or perform, server copies of User Content that have been removed or deleted; provided that in certain cases the above licenses granted by you with respect to such User Content will not terminate and such User Content may continue to be used, displayed, distributed, and performed indefinitely.
7.4 Restrictions. You agree not to make available any User Content or take any action using the Services that: (a) may create a risk of, glorify, encourage, or threaten violence, harm, physical or mental injury, emotional distress, death, disability, disfigurement, self-harm, or any other loss or damage to you or any other person or to any animal or to any property; (b) may discriminate against, degrade, shame, or harass, encourage, glorify, or promote violence toward any person or any groups of persons; (c) contains or depicts sexual acts or sexually explicit or pornographic material; (d) seeks to harm, exploit, or groom children by exposing them to inappropriate content or soliciting personally identifiable details or otherwise; (e) may constitute, contribute to, depict, or encourage, a crime, illegal activity, or a violation or infringement of any third party’s rights; (f) solicits or seeks to obtain or discloses the personal information of any other person; (g) you do not have the right to make available or to take under any law or under contractual or fiduciary relationships; (h) deceptively impersonates another person or entity or contains information that is fraudulent or that you know is not correct and current; (i) violates applicable law, including without limitation any securities laws or regulations that may be applicable to Towns, you, or any Digital Asset; (j) we deem to be otherwise unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable; or (k) we deem in violation of the Acceptable Use Policy (“AUP”).
7.5 No Obligation to Pre-Screen Content. Towns may, but is not obligated to pre-screen, refuse or remove any User Content for any reason, including if User Content violates the Agreement or is otherwise objectionable. Towns has no responsibility or liability for the deletion or accuracy of any User Content. Certain Services may enable you to specify the level at which such Services restrict access to Your Content. You are solely responsible for applying the appropriate level of access to Your Content. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, video, or voice communications.
7.6 Representations and Warranties. You represent and warrant that you have all necessary right, title, interest, authorizations, and permissions to: (a) make available all of Your Content; and (b) grant the rights, licenses, and permissions granted hereunder with respect to any data, Content, information, or Feedback, including Your Content.
7.7 Acceptable Use Policy. You agree not to: (a) upload, transmit, or distribute to or through the Services any computer viruses, worms, or any software intended to damage or alter a computer system or data; (b) send through the Services unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (c) abuse other users’ personal information that you receive through the Services, such as to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (d) interfere with, disrupt, or create an undue burden on servers or networks connected to the Services, or violate the regulations, policies or procedures of such networks; (e) attempt to gain unauthorized access to the Services (or to other computer systems or networks connected to or used together with the Services), whether through password mining or any other means; (f) interfere with any other user’s use and enjoyment of the Services; (g) request or offer to perform a request that is illegal or violates any of the terms set forth herein; (h) impersonate any person or entity, including any employee or representative of Towns; (i) use software or automated agents or scripts to produce multiple Accounts on the Services, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Services (provided, however, that we may conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file); (j) use or attempt to use a Digital Wallet that is not yours without authorization; (k) create, list, transact in, or otherwise make available counterfeit Digital Assets on or through the Services; (l) attempt to circumvent any content-filtering techniques we employ, or attempt to access any feature or area of the Services that you are not authorized to access; (m) use the Services for any illegal or unauthorized purpose, or engage in, encourage, or promote any activity that violates any applicable law or this Agreement, including but not limited to money laundering, terrorist financing or deliberately engaging in activities designed to adversely affect the performance of the Services; engage in or knowingly facilitate any “front-running,” “wash trading,” “pump and dump trading,” “ramping,” “cornering” or fraudulent, deceptive or manipulative trading activities, including without limitation: (i) trading a Digital Asset at successively lower or higher prices for the purpose of creating or inducing a false, misleading or artificial appearance of activity in such Digital Asset, unduly or improperly influencing the market price for such Digital Asset or establishing a price which does not reflect the true state of the market in such Digital Asset; (ii) for the purpose of creating or inducing a false or misleading appearance of activity in a Digital Asset or creating or inducing a false or misleading appearance with respect to the market in a Digital Asset: (1) executing or causing the execution of any transaction in a Digital Asset which involves no material change in the beneficial ownership thereof; or (2) entering any order for the purchase or sale of a Digital Asset with the knowledge that an order of substantially the same size, and at substantially the same price, for the sale of such Digital Asset, has been or will be entered by or for the same or different parties; or (3) participating in, facilitating, assisting or knowingly transacting with any pool, syndicate or joint account organized for the purpose of unfairly or deceptively influencing the market price of a Digital Asset; (n) use the Services to carry out any financial activities subject to registration or licensing, including but not limited to using the Services to transact in securities, debt financings, equity financings or other similar transactions; or (o) Use the Services to participate in fundraising for a business, protocol, or platform, including but not limited to creating, listing, or buying assets that (i) are redeemable for financial instruments, (ii) give owner’s rights to participate in an ICO or any securities offering, or (iii) entitle owners to financial rewards, including but not limited to, DeFi yield bonuses, staking bonuses, and burn discounts; or (p) use a VPN or any other means, technological or otherwise, to access the Services as, for, or on behalf of a Sanctioned Entity.
7.8 Procedure for Making Claims of Copyright Infringement. It is Towns’s policy to terminate membership privileges of any user who repeatedly infringes copyright, trademark, or other intellectual property rights upon prompt notification to Towns by the respective intellectual property owner or their legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Service in a way that constitutes intellectual property rights infringement, please provide our designated intellectual property agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright, trademark, or other intellectual property right; (b) a description of the copyrighted work, trademark, or other intellectual property right that you claim has been infringed; (c) a description of the location on the Service of the material that you claim is infringing; (d) your address, telephone number, and email address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright, trademark, or other intellectual property right owner, its agent or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright, trademark, or other intellectual property right owner or authorized to act on the copyright, trademark, or other intellectual property right owner’s behalf. Contact information for Towns’s designated agent for notice of claims of infringement is as follows: Alex Garcia - Workspace by Rockefeller Group 45 Rockefeller Plaza, 20th Floor, New York, NY 10111 - Phone: 2129184832 - Email: [email protected] - Registration Number: DMCA-1062490
FEES.
8.1 Fees. Access to the Website and certain Services is free. However, Towns reserves the right to charge fees (“Fees”) in connection with your use of certain Services from time to time. All pricing and payment terms for such Fees are as indicated on the Service, and any payment obligations you incur are binding at the time of the applicable transaction. ****In the event that Towns makes available, and you elect to purchase, any Services in connection with which Towns charges Fees, you agree that you will pay Towns all such Fees at Towns’s then-current standard rates. You acknowledge and agree that Fees may fluctuate based on market conditions on the applicable Supported Blockchain and notwithstanding any such fluctuation you remain liable for such Fees. You agree that all Fees are non-cancellable, non-refundable, and non-recoupable.
8.2 Gas Fees. You are solely responsible for ensuring that any payment made by you is sufficient to cover any Gas Fee required to complete any transaction in connection with or effect any other use of the Services. “Gas Fees” are transaction fees determined by market conditions on the applicable Supported Blockchain, and are not determined, set, or charged by Towns.
8.3 Payments to Communities. In order to access certain Communities, you may be required to pay a fee to such Community (each, a “Community Fee”). Such Community Fee shall be determined by each Community’s Community Guidelines. Towns is not a party to such transaction, and such transaction is solely between you and the applicable Community.
8.4 Taxes. You are responsible for all federal, state, local, sales, use, value added, excise, or other taxes, fees, or duties arising out of the Agreement or the transactions contemplated by the Agreement (other than taxes based on Towns’s net income).
8.5 Promotions. Towns may from time to time make available certain conditional offers, airdrops, promotional prices, or discounted fees (each, a “Promotion”) to new or existing users of the Services. The rules governing such Promotion will be made available in connection with such Promotion. Towns will determine your eligibility for any Promotion in its sole discretion and may change the terms of or terminate a Promotion at any time, with or without notice to you.
8.6 Currency. ****You may not substitute any other currency, whether cryptocurrency or fiat currency, for the currency in which you have contracted to pay any Fees. For clarity, no fluctuation in the value of any currency, whether cryptocurrency or otherwise, shall impact or excuse your obligations with respect to any purchase.
8.7 Payment Processing Services. ****Towns may add or change any payment processing services at any time. Such services may be subject to additional terms or conditions.
**Indemnification.**You agree to indemnify and hold Towns, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “Towns Party” and collectively, the “Towns Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) Your Content; (b) your use of, or inability to use, any Services (including any App); (c) your violation of the Agreement, including any of your representations or warranties hereunder; (d) your violation of any rights of another party, including any Users; (e) your failure to provide accurate or complete data in connection with your use of the Services; (f) your violation of any applicable laws, rules or regulations; (g) your failure to effectively moderate any Community and any Content contained therein such that Content contained in such Community violates this Agreement, including, but not limited to, the AUP. Towns reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Towns in asserting any available defenses. This provision does not require you to indemnify any of the Towns Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Website or any Services provided hereunder. You agree that the provisions in this Section will survive any termination of the Agreement and/or your access to Services.
RELEASE TO THE MAXIMUM EXTENT PERMISSIBLE BY APPLICABLE LAW, YOU HEREBY RELEASE THE TOWNS PARTIES FROM ANY AND ALL LIABILITY, CLAIMS, DEMANDS, ACTIONS, AND CAUSES OF ACTION, WHATSOEVER, ARISING OUT OF OR RELATED TO ANY LOSS WHICH MAY BE SUSTAINED BY YOU WHILE USING, ARISING OUT OF, OR IN CONNECTION WITH THE USE OF THE SERVICES, INCLUDING ANY DIMINUTION OF VALUE TO OR LOSS OR THEFT OF ANY USER ASSETS. TO THE MAXIMUM EXTENT PERMISSIBLE BY APPLICABLE LAW, THIS RELEASE IS BINDING UPON YOUR RELATIVES, SPOUSE, HEIRS, NEXT OF KIN, EXECUTORS, ADMINISTRATORS, BENEFICIARIES, PARTNERS, AND ANY OTHER AFFILIATES OR INTERESTED PARTIES.
To the maximum extent permissible by applicable law, you waive and relinquish any and all rights and benefits otherwise conferred by any statutory or non-statutory law of any jurisdiction that would purport to limit the scope of a release or waiver, including any all rights and benefits which you have or may have under California Civil Code Section 1542 or any similar law or code in your jurisdiction, which states in substance “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” You acknowledge that the releases in these Terms of Use are intended to be as broad and inclusive as permitted by law, and as a complete and continuous release and waiver of liability for any and all use of the Services.