Terms of Use
Last updated: August 2024
1. General
1.1 These Terms and Conditions of Use ("Terms of Use") outline the legally binding terms for accessing and using the website at boredrwa.com, including any subdomains and/or sub-directories ("Website"). These terms apply to you, the User (as defined below).
1.2 By accessing or using the Website or any products, services, content, webpages, or information available through the Website, including https://app.boredrwa.com (collectively, the "Services"), in any manner, you represent, warrant, and agree that you have read, understood, and accepted the Terms of Use, as well as the terms of Bored RWA’s Privacy Policy ("Privacy Policy"), which is incorporated herein by reference. You also agree to comply with all applicable laws and regulations in connection with your access to the Website, whether you are an Approved Registered User (as defined below) or accessing the Website for personal use or on behalf of someone else.
1.3 If you do not agree to these Terms of Use, please do not access the Website or use the Services. The Terms of Use constitute an agreement between you and Bored RWA regarding your access to and use of the Website and/or any part of the Services. Please review these Terms of Use carefully before using the Website and/or the Services.
2. Definitions
The terms defined below have the meanings assigned to them in this table:
Term
Account
A User’s account related to the Bored RWA Platform, created through the Bored RWA Platform or otherwise.
Additional Agreements
As described in clause 3.3.
Applicable Law and Regulation
Any legislation or requirements with the force of law, any order, writ, injunction, or decree from any court, administrative agency, or governmental body, and any regulatory requirements issued by such entities, including subsidiary instruments, rules, notices, directions, and guidelines.
Applicant
A User that has either: (a) applied to list an Applicant’s Digital Asset on the Bored RWA DEX; or (b) executed an LOE with Bored RWA to list the Applicant’s Digital Asset on the Bored RWA LBP.
Applicant’s Digital Asset
The Digital Asset that an Applicant seeks to list on: (a) the Bored RWA DEX through a Listing Agreement; or (b) the Bored RWA LBP through an LOE.
API
Application programming interface.
Approved Registered User
A User who is an Issuer, Investor, or Applicant approved by Bored RWA in accordance with clauses 7, 9, or 17.
B2B
Business-to-business.
Closing Date
The date specified by the Issuer on which an Offering will be closed.
Code of Conduct
As described in clause 25.
Confidential Information
As described in clause 28.1.
Custodian
The licensed digital asset custodian holding Digital Assets for the benefit of Investors.
Digital Asset
Assets represented in digital form, including wrapped tokens, security tokens, RWA tokens, crypto tokens, utility tokens, and stablecoin tokens.
Enhanced Due Diligence
As described in clause 12.
FATF
Financial Action Task Force.
Fork
As described in clause 15.
Fundraising Period
As described in clause 16.5.
Intermediary Investor
An Investor that has opened an intermediary trading account on Bored RWA to trade on behalf of the Investor’s customers, whose account is valid and active (whether or not suspended), and must: (a) be a corporation; (b) be a licensed entity in a non-prohibited FATF jurisdiction; (c) have directors and key management with at least three years of relevant experience, including other fit and proper criteria; and (d) have a good track record of business conduct.
Investment
Participating in any Offering, Listing, Trading, Staking, Liquidity Provision, and/or Liquidity Mining.
Investor
An Approved Registered User authorized to access the Restricted Portion, including any Intermediary Investor.
Issuer Indicative Eligibility Requirements
The applicable eligibility criteria for an Issuer.
Issuer
An Approved Registered User or any special purpose vehicle established by such User, approved to list an Offering on the Bored RWA Launchpad.
Bored RWA IP
As described in clause 27.1.
Bored RWA Parties
As described in clause 36.1.
Bored RWA Platform
The online investment platform accessible through the Website and operated by Bored RWA.
Bored RWA DEX
A decentralized exchange operated by Bored RWA on the Restricted Portion where an Applicant can list their Digital Asset by setting up a Liquidity Pool.
Bored RWA Launchpad
The primary launchpad operated by Bored RWA on the Restricted Portion where an Issuer can list an Offering.
Bored RWA LBP
The liquidity bootstrapping pool platform on the Restricted Portion where an Applicant can list their Digital Asset by setting up a Liquidity Pool.
KYC/AML
As described in clause 5.1.
Linked Sites
As described in clause 29.1.
Listing
The listing of any Applicant’s Digital Asset on the Bored RWA DEX or Bored RWA LBP, or the listing of an Offering on the Bored RWA Launchpad.
Listing Agreement
The agreement executed and submitted by the Applicant to apply to list their Digital Asset on the Bored RWA DEX by setting up a Liquidity Pool, outlining the terms and conditions.
Liquidity Mining
As described in clause 19.3.
Liquidity Mining Pool
As described in clause 19.3.
Liquidity Pool
Any pool on the Bored RWA DEX or Bored RWA LBP comprising a pair of Digital Assets locked in a Smart Contract, used to facilitate the Listing and/or Trading of such Digital Assets through the Restricted Portion, with liquidity bootstrapping and/or automated market-making functions.
Liquidity Provision
The contribution of Digital Assets by Investors into a Liquidity Pool to earn LP Fees.
LOE
A standard letter of engagement executed by Bored RWA and: (a) an Issuer, outlining the terms for listing an Offering on the Bored RWA Launchpad; or (b) an Applicant, detailing the terms for listing their Digital Asset on the Bored RWA LBP.
LP Fees
Digital Assets distributed by Supported Networks as compensation for Liquidity Provision.
LP Tokens
As described in clause 19.1.
Mining Rewards
As described in clause 19.3.
Minted Wrapped Tokens
As described in clause 19.1.
New Asset
As described in clause 15.1.
OFAC
Office of Foreign Assets Control of the U.S. Treasury Department.
Offering
The listing of a primary offer and issuance of Digital Assets on the Bored RWA Launchpad.
Offering Application
An application to list an Offering on the Bored RWA Launchpad, including all required documents and information, submitted by an Issuer to Bored RWA.
Previous Asset
As described in clause 15.
Registration Data
Any and all data, information, materials, and/or documents required from a User by Bored RWA for onboarding to become an Approved Registered User.
Restricted Portion
The section of the Website and/or Bored RWA Platform accessible only to Approved Registered Users for participating in Offering, Listing, Trading, Staking, Liquidity Provision, and/or Liquidity Mining.
RWA
Real-World Asset.
Sanctions
As described in clause 22.
Self-Custody
When making an Investment on the Bored RWA Platform, an Investor’s Digital Assets are held directly in a digital wallet set up and used by the Investor independently of their agreement with Bored RWA, with the Investor responsible for maintaining the security of their digital wallet and private keys.
Site Content
As described in clause 27.1.
Site Metrics
As described in clause 26.
Slashing Penalties
Any penalty imposed by Supported Networks according to the Supported Network Protocol.
Smart Contract
A computer code that automatically executes all or parts of an agreement.
Staking
Locking up Digital Assets for a period through the Restricted Portion to earn Staking Rewards.
Staking Rewards
Digital Assets distributed by Supported Networks as compensation for Staking, minus any fees due to Bored RWA and any Slashing Penalties.
Supported Network Protocol
The rules governing a Supported Network, including processes for Staking, Liquidity Provision, or Liquidity Mining, the quantity and timing of Staking Rewards, Mining Rewards, or LP Fees, and conditions for imposing Slashing Penalties.
Supported Networks
Any distributed ledger or blockchain network where Bored RWA can provide Staking, Liquidity Provision, or Liquidity Mining through the Restricted Portion.
Third Party IP
As described in clause 27.1.
Third Party Service Providers
As described in clause 23.
Trademarks
As described in clause 27.1.
Trading
Trading/swapping Digital Assets with Liquidity Pools through the Bored RWA DEX and/or Bored RWA LBP.
Trading Fees
The fees imposed by Bored RWA for participating in Trading.
U.S.
United States of America.
User
Any individual using the Website, including Approved Registered Users.
User Data
As described in clause 23.
User-to-User Dispute
As described in clause 37.
3. Updating Website And Services
3.1 Bored RWA reserves the right, at its sole discretion and with or without notice, to:
A. Modify, supplement, or correct any content, including the Terms of Use, on the Website;
B. Discontinue, change, or update any product or Service; and/or
C. Suspend or deny access to the Website, or any part thereof, to any User for any reason.
3.2 Revised Terms of Use will be effective upon posting on the Website. Users understand and agree that continued use of the Services or the Website after Bored RWA makes such changes constitutes acceptance of the revised Terms of Use. Bored RWA will not be liable to Users or any third party for such changes. Please review the Terms of Use regularly for updates.
3.3 In addition to the Terms of Use, Approved Registered Users may need to enter into additional agreements with Bored RWA that govern their use of the Services or related services (“Additional Agreements”). In case of any conflict between the Terms of Use and these Additional Agreements, the terms of the Additional Agreements shall take precedence.
4. Access To Website And Services
4.1 Access to the Website and/or Services is prohibited for any person who is a citizen, resident, or located in any jurisdiction where the use of the Website or Services is unlawful or contrary to Applicable Law and Regulation. Each User is responsible for ensuring that their use of the Website and/or Services is permitted in their jurisdiction and complies with all Applicable Law and Regulation.
4.2 Bored RWA may, at its sole discretion and without liability, restrict or prohibit any person or entity, including Users using proxy servers and/or IP addresses from certain geographical areas, from accessing the Website and/or Services or any part thereof.
5. Approved Registered User
5.1 To become an Approved Registered User, a User must open an Account with Bored RWA.
5.2 Once the User’s Account has been verified and approved by Bored RWA according to clauses 7, 9, or 17, the User will be designated as an Approved Registered User. Each Approved Registered User may have only one Account. Creating multiple Accounts will be considered a breach of the Terms of Use, and Bored RWA may investigate and close any such Accounts.
5.3 Each Approved Registered User must:
A. Maintain the security of their digital wallet password and identification (if any);
B. Keep their Registration Data and any other information provided to Bored RWA up to date; and
C. Be fully responsible for all use of their Account and for any actions occurring under the Account.
6. Restricted Portion
Users can visit the Website and review general information available on the Website. However, access to the Restricted Portion requires becoming an Approved Registered User. The Restricted Portion may not be available to all Users. Bored RWA reserves the right, at its sole discretion, to deny access to the Restricted Portion to any User.
7. Investor Approval
7.1 To become an Investor:
A. A User must create a new Account on the Bored RWA Platform by connecting a digital wallet, setting up a User profile, and passing the customer due diligence process required by Bored RWA to comply with applicable anti-money laundering, counter-terrorist financing, anti-proliferation financing, anti-bribery, and sanctions laws and regulations (collectively “KYC/AML”). Alternatively, Bored RWA may allow Account creation through means other than the Bored RWA Platform; and
B. Upon successful completion of all required steps, Bored RWA may, at its sole discretion, approve the User, designating them as an Approved Registered User and Investor, and granting access to the Restricted Portion.
7.2 Investors may be required to provide additional information upon request by Bored RWA. Each Investor assumes all risks associated with their Registration Data, including its quality, accuracy, and reliability. Bored RWA will treat anyone using an Investor’s Account as the Investor themselves. Therefore, Investors should regularly update their digital wallet passwords, keep them confidential, and not disclose them.
7.3 Investors must notify Bored RWA immediately if they suspect their digital wallet password has been compromised or their Account has been compromised.
7.4 Investors can terminate their Account registration at any time by contacting Bored RWA at xxxx
8. Investor’s Representations And Warranties
8.1 The laws governing securities, Digital Assets, and private company finance are complex and may vary across jurisdictions but are intended to protect less experienced individuals from poor investment decisions.
8.2 If an Investor is an individual, they represent and warrant that:
A. They are of legal age in their jurisdiction and understand the risks associated with investing, including the possibility of losing all funds. If they reside in a jurisdiction requiring a higher age or other criteria for using the Website or participating in the Services, they must comply with those requirements;
B. They have a working knowledge of Digital Assets, cryptographic, and blockchain-based systems; and
C. They are not an undischarged bankrupt.
8.3 If an Investor is using the Website and/or Services on behalf of a legal entity, they represent and warrant that:
A. The legal entity understands and is willing to bear the risks associated with investing, including the possibility of losing all of its funds;
B. The legal entity has a working knowledge of Digital Assets, cryptographic, and blockchain-based systems;
C. The legal entity is not involved in any bankruptcy or insolvency proceedings, nor contemplating ceasing its business;
D. The Investor has the authority to make such representations and warranties on behalf of the legal entity; and
E. The Investor may need to provide documents proving their authority to enter into agreements on behalf of the legal entity.
8.4 Each Investor also represents and warrants that all Registration Data submitted to Bored RWA is accurate and truthful.
9. Issuer And Applicant Approval
9.1 To become an Issuer or an Applicant, a User must complete the required forms, providing Registration Data such as personal, financial, and tax information, and pass the KYC/AML process. Upon successful completion of these steps and any additional requirements determined by Bored RWA, Bored RWA may, at its sole discretion, approve the User:
A. As an Approved Registered User and Issuer, allowing the submission of Offering Applications, provided that the Issuer signs an LOE with Bored RWA; or
B. As an Approved Registered User and Applicant, permitting them to: (i) submit a Listing Agreement to list their Digital Asset on the Bored RWA DEX; or (ii) execute an LOE to list their Digital Asset on the Bored RWA LBP.
10. Issuer Offering Application
10.1 Any prospective Issuer seeking to list an Offering must submit an Offering Application to Bored RWA. Bored RWA will review the Offering Application to determine if the Issuer meets the Issuer Indicative Eligibility Requirements. However:
A. The Issuer Indicative Eligibility Requirements are not exhaustive, and Bored RWA may impose additional requirements through Additional Agreements, including an LOE; and
B. Meeting the Issuer Indicative Eligibility Requirements does not guarantee that the Offering will be suitable for Listing on the Restricted Portion. Bored RWA emphasizes factors such as the integrity of the Issuer’s management, stability, reputation, and the quality of the Offering. Bored RWA may contact the Issuer to better understand their needs and the details of the proposed Offering.
10.2 Bored RWA retains the sole and absolute discretion to: A. Modify the Issuer Indicative Eligibility Requirements; B. Consider all relevant circumstances when determining if an Issuer meets the Issuer Indicative Eligibility Requirements for an Offering; and/or C. Waive compliance with any or all requirements specified in the Issuer Indicative Eligibility Requirements.
10.3 After reviewing an Offering Application, Bored RWA may, at its discretion, either approve the application unconditionally, approve it with conditions, or reject it. If an Offering Application is approved by Bored RWA, Bored RWA reserves the right to impose additional conditions or alter any existing conditions as deemed appropriate.
Verification of Registration Data
11.1 Upon creating an Account and periodically thereafter, the Registration Data a User submits to Bored RWA will undergo verification, screening, and monitoring. This may include validation against third-party databases, and verification of identity documents or official government/legal documents confirming the User’s identity, address, source of funds, or authority to act on behalf of another entity, as well as verification of corporate appointments and directorships.
11.2 Each User authorizes Bored RWA, either directly or through third parties, to conduct any necessary verification of the Registration Data, including establishing the User’s identity and location, and confirming ownership of the User’s digital wallet (if applicable), in accordance with Applicable Law and Regulation.
11.3 All Investments are subject to customer due diligence checks and onboarding, including the KYC/AML process. Bored RWA is required to obtain, verify, and record information such as identifying natural persons, ultimate beneficial owners for legal entities, and source of funds, before allowing any Approved Registered User to participate in any Investment. Approved Registered Users may need to update this information and any Registration Data periodically.
11.4 If an Approved Registered User’s Account is involved in any fraud, crime, or legal violations, or has been accessed unlawfully or is otherwise engaged in suspicious activity, Bored RWA reserves the right to investigate and request documentation to verify the authenticity and accuracy of the Registration Data provided. The Account may be rejected, restricted, closed, or frozen during the investigation.
11.5 Any Registration Data provided during the Account registration and approval process will be handled in accordance with the Privacy Policy.
Enhanced Due Diligence
Bored RWA may, at its sole discretion and at any time, require any User to submit additional information, documents, and/or records about the User or the entity they represent, including details about key management personnel, beneficial owners, and/or directors (collectively, “Enhanced Due Diligence”). Bored RWA may charge fees for Enhanced Due Diligence, with prior notice provided to the User.
Fees and Payments
13.1 Bored RWA does not charge Investors any fees for Account creation. However, Bored RWA may charge other fees for using the Services on the Website, which may include but are not limited to: A. Trading Fees; B. Any applicable gas fees related to blockchain transactions; C. Capital raising fees; D. Administration and corporate service fees; E. Management fees; and F. Any other fees determined on a case-by-case basis.
Investments
14.1 All Users can access general information, but only Investors can access the Restricted Portion to make Investments. Investors can view details and documents related to any Offering, Listing, Trading, Staking, Liquidity Provision, and/or Liquidity Mining before making an Investment decision.
14.2 Bored RWA performs due diligence before any Offering, Listing, Trading, Staking, Liquidity Provision, and/or Liquidity Mining Investment opportunity in the Restricted Portion. However, Bored RWA does not make representations or warranties regarding such due diligence and is not liable for any errors, insufficiencies, omissions, or inaccuracies in the due diligence.
14.3 To make any Investment, each Investor acknowledges and agrees to the following: A. Investment opportunities are available on the Restricted Portion for evaluation. Investors should independently assess the accuracy, adequacy, completeness, and reliability of the information on the Website, conduct their own due diligence, and seek advice from independent legal, tax, or financial advisors to determine the suitability and appropriateness of the Investment; B. Investors are responsible for independently investigating and assessing all Investment opportunities and verifying any information provided through the Website; C. Investors have made necessary inquiries regarding the Digital Assets, including their nature, objectives, benefits, risks, rights, ease of liquidation, commitment required, pricing, fees, and any applicable charges or restrictions on withdrawal, surrender, or redemption; D. Investors are solely responsible for any tax obligations arising from their use of the Website; E. Investors have made all necessary inquiries about any Investment, including its nature, objectives, benefits, risks, rights, ease of conversion to cash, pricing, fees, and any applicable charges or restrictions; F. Investors are financially and technically sophisticated enough to understand the risks associated with using cryptographic and blockchain-based systems, including: F.1. Blockchain-based transactions are irreversible; F.2. Markets for Digital Assets are highly volatile due to factors such as adoption, speculation, technology, security, thefts, fraud, loss of Digital Assets, digital wallets, and/or private keys, and regulation; F.3. The cost and speed of transactions with cryptographic and blockchain-based systems are variable and may increase dramatically at any time; and F.4. Digital Assets may lose value due to price fluctuations, slippage, impermanent loss, or other factors; G. Investors may be required to agree to certain disclosures before making an Investment; H. Investors are fully aware of the risks involved in any Investment and should only invest if they understand those risks. Any Investment is made at the Investor’s own risk; I. Bored RWA is not liable for any loss, damage, or liability incurred by Investors in relation to Investments made through the Bored RWA Platform; J. The Bored RWA Platform relies on telecommunications and internet access. Investors accept the risk of failures in internet access due to local, hardware, or software issues. Bored RWA is not responsible for communication failures, technical disruptions, errors, or delays experienced by Investors when making Investments on the Platform; K. Bored RWA is not liable for any act or omission by the Investor that causes default, failure, or cessation of any Investment, including incorrect or incomplete payments or transfers of Digital Assets. Bored RWA accepts no responsibility for such acts or omissions; L. There may be resale restrictions on Digital Assets related to an Investment, which the Investor is required to be aware of; M. Documents or materials related to any Investment do not constitute an offer or solicitation in any jurisdiction where such an offer or solicitation is unauthorized or to any person for whom it is unlawful; N. Participation in any Investment will be subject to the specific terms of that Investment. Bored RWA makes no representation or warranty that any Investment will occur, or that any Investor will be allowed to participate; O. Bored RWA reserves the right to discontinue any Investment activity at any time at its sole discretion. In such cases, Investors will not have any right, claim, or cause of action against Bored RWA in relation to such discontinuation.
14.4 Each Investor acknowledges full awareness of the risks involved in undertaking any Investment, including but not limited to: A. The regulation of Digital Assets is still evolving globally, and there is significant uncertainty about how Digital Assets and related activities will be treated. The applicable legal, regulatory, and tax frameworks may change, and such changes are unpredictable. Investors should seek independent advice before investing; B. Digital Assets are blockchain-based, and their security, transferability, storage, and accessibility depend on factors beyond Bored RWA’s control, such as the security and stability of the underlying blockchain, mining disruptions, and private key access. Bored RWA does not guarantee protection against these external factors, which may adversely impact Digital Assets and result in irreversible losses; C. Digital Asset transactions are irreversible, including those made fraudulently, erroneously, or accidentally. Such transactions may not be recoverable; D. The smart contract code for Digital Assets may contain flaws, errors, or bugs that could affect functionality, expose Investor information, or be harmful. Investors should review the smart contract and seek expert advice if necessary before investing. If the smart contract ceases functioning, transferring Digital Assets or exercising related rights may be impaired; E. The trading history of each digital wallet is publicly accessible, potentially allowing the identification of Investors. Trades are recorded on public blockchains, making trading history visible. While blockchain addresses are anonymous, the public can view trading history and may deduce identities based on available information; F. No assurance can be given that an active or liquid trading market will develop or continue for Digital Assets. Market prices may be highly volatile due to various factors, including perception of the Applicant or Issuer, new competitors, market liquidity, regulatory changes, economic conditions, crypto industry sentiment, and local market conditions. Such volatility may affect the ability to resell Digital Assets and could result in losses; G. Digital Assets may be subject to market manipulation if trading volume is low or trading venues are limited; H. Digital Assets may be affected if the Applicant or Issuer undergoes bankruptcy or insolvency proceedings, or ceases operations. Investors may have limited or no recourse in such situations; I. Each Investor is responsible for securing and keeping private keys secret. The loss of private keys can result in the loss of Digital Assets. Bored RWA will never ask for private keys; J. Bored RWA is not responsible for retrieving Digital Assets lost in any manner.
14.5 In the event of a default, failure, or cessation of any Investment not caused by the Investor, Bored RWA may, at its sole discretion, assist Investors with different recovery options, provided, however, that any costs in connection with any such recovery efforts shall be borne by the Investors.
15. Forks
15.1 Software protocols governing a Digital Asset can undergo sudden changes in operating rules that are beyond Bored RWA's control (each change being a “Fork”). A Fork can significantly impact the operation, functionality, value, or even the name of a Digital Asset. If a Fork occurs, it may lead to the creation of a new Digital Asset (“New Asset”) associated with an existing Digital Asset (“Previous Asset”). Consequently, Forks may result in multiple versions of a Digital Asset, with each version potentially having a very different, and possibly reduced, value compared to before the Fork.
15.2 If a Fork occurs, each User understands, acknowledges, and agrees that Bored RWA may temporarily suspend the operations of the Bored RWA Platform while Bored RWA determines, at its sole discretion, whether to support the New Asset, the Previous Asset, or both. Bored RWA retains the right to continue this suspension for as long as it deems necessary to make such a determination.
15.3 Bored RWA may, at its sole discretion: A. Obtain and retain the New Asset as Bored RWA's own property; or B. Recall and burn Previous Assets and make the New Assets available to Users based on their corresponding holdings of the Previous Asset at the time of the Fork, subject to Bored RWA withholding reasonable compensation for the cost of making the New Assets available (at Bored RWA's sole discretion). For clarity, Users have no claim to any New Asset.
15.4 Each User agrees that Bored RWA is not responsible or liable for any losses or damages (including lost profits) that may arise from changes to the underlying software protocol of a Digital Asset, a Fork, Bored RWA's decision to support or not support any particular Fork or modified software protocol, and any suspension of the Bored RWA Platform during such determination.
16. Bored RWA Launchpad
16.1 An Issuer may list an Offering on the Bored RWA Launchpad by executing a Letter of Engagement (LOE) with Bored RWA, subject to Bored RWA's approval, which shall be at Bored RWA's sole discretion.
16.2 The details of any Offering are provided by Issuers solely for Investors' information, and Bored RWA does not guarantee the accuracy, truthfulness, or completeness of these details. Bored RWA will not be held liable for any errors, omissions, or any inaccurate, misleading, or false information provided by any Issuer concerning any Offering.
16.3 Bored RWA may undertake social media outreach, targeted communication with prospective Investors, and marketing campaigns, such as ask-me-anything sessions, on behalf of the Issuer.
16.4 For any Offering, Investors may need to sign a non-disclosure agreement with the Issuer before accessing Offering documents.
16.5 Investors may make an offer for an Offering by specifying the number of Digital Assets desired and the purchase amount, subject to approval and/or acceptance by the Issuer and/or Bored RWA. All Offerings are available on the Bored RWA Launchpad from Listing until the Closing Date (“Fundraising Period”), which shall be specified and may be extended by the Issuer on the Bored RWA Launchpad. However, if the prescribed soft cap (if any) is met before the Closing Date, the Issuer may, at its sole discretion, close the Offering early.
16.6 When making an offer: A. Investors must deposit the relevant Digital Assets into Smart Contracts; B. These Digital Assets will be held in Smart Contracts until the offer is accepted and/or approved by the Issuer and/or Bored RWA; C. Upon approval and/or acceptance by the Issuer and/or Bored RWA, the Investor may need to sign a purchase agreement/subscription document and any other necessary documents to complete the investment, and thereafter: C.1. The Digital Assets will be released from the Smart Contracts to the Issuer, minus any applicable fees payable to Bored RWA; and C.2. The corresponding Digital Assets for that Offering will be transferred or made available for transfer to the Investor's digital wallet for Self-Custody.
16.7 Bored RWA does not guarantee that an Offering will be successful or achieve its soft cap (if any), or that it will remain open for any guaranteed duration. An Offering may be terminated or canceled: A. At the Issuer's discretion; or B. By Bored RWA for violating the Terms of Use or the relevant LOE.
16.8 If an Offering is terminated or canceled before the Closing Date: A. All Digital Assets committed by each Investor will be returned without interest, minus any fees payable to Bored RWA; and B. The Investor accepts this risk and acknowledges that there will be no recourse against Bored RWA in such circumstances.
16.9 Bored RWA may use commercially reasonable efforts to ensure Issuers provide regular updates to Investors regarding ongoing Offerings.
17. Bored RWA DEX
17.1 Any Applicant seeking to list a Digital Asset on the Bored RWA DEX by setting up a Liquidity Pool must execute and submit a Listing Agreement to Bored RWA, unless Bored RWA decides otherwise. Bored RWA will review the Listing Agreement and any Registration Data provided, assessing whether the Applicant passes the KYC/AML process and whether to approve (unconditionally or conditionally) or reject the Listing Agreement. Bored RWA reserves the sole discretion to approve or reject the Listing Agreement for any reason and is not required to provide reasons for its decision. Bored RWA will notify the Applicant of its decision.
18. Bored RWA LBP
18.1 Subject to Bored RWA's approval in each case, which shall be at Bored RWA's sole discretion, an Applicant may list their Digital Assets on the Bored RWA LBP.
18.2 An Applicant seeking to list a Digital Asset on the Bored RWA LBP by setting up a Liquidity Pool must execute an LOE with Bored RWA. Bored RWA will review the Registration Data provided in support of the LOE, assessing whether the Applicant passes the KYC/AML process and whether to list the Digital Asset on the Bored RWA LBP. Bored RWA reserves the sole discretion to approve or reject the Listing for any reason and is not required to provide reasons for its decision. Bored RWA will notify the Applicant of its decision.
18.3 The details of any Listing are provided by Applicants solely for Investors' information, and Bored RWA does not guarantee the accuracy, truthfulness, or completeness of these details. Bored RWA will not be liable for any errors, omissions, or inaccurate, misleading, or false information provided by any Applicant regarding any Listing.
18.4 Bored RWA may undertake social media outreach, targeted communication with prospective Investors, and marketing campaigns, such as ask-me-anything sessions, on behalf of the Applicant.
19. Trading
19.1 Bored RWA may, at its sole discretion, allow Investors to engage in Trading, where Digital Assets can be traded at each Investor's discretion, subject to applicable rules and conditions, including the Bored RWA DEX Rules and/or Bored RWA LBP Rules, and Trading exchange rates determined by Smart Contracts according to the automated market-making functions of a Liquidity Pool.
19.2 Trading on the Bored RWA Platform, including transferring Digital Assets into Investors' digital wallets, is a Self-Custody service. Bored RWA will never ask Investors for private keys under any circumstances.
19.3 Trading Fees may apply to Investors for executing any particular trade of Digital Assets. These fees are determined by Bored RWA and may be adjusted at any time. By participating in Trading, each Investor accepts the applicable Trading Fees.
19.4 By participating in Trading, each Investor accepts the applicable rules and conditions, including Bored RWA DEX Rules, for any Trading activity.
20. Liquidity Provision and Liquidity Mining
20.1 Bored RWA may, at its sole discretion, allow Investors to participate in Liquidity Provision, where each Investor contributes a pair of Digital Assets (subject to Bored RWA's approval) from their digital wallet. The quantities of each Digital Asset are determined by Smart Contracts according to the automated market-making functions of a Liquidity Pool: A. RWA or security tokens are transferred from the Investor’s digital wallet to the Custodian. The Smart Contracts will then mint wrapped tokens (“Minted Wrapped Tokens”) corresponding to the types and quantities of RWA or security tokens contributed, and these Minted Wrapped Tokens will be transferred to a Liquidity Pool; and B. Crypto tokens, utility tokens, and stablecoin tokens are contributed directly from the Investor’s digital wallet to a Liquidity Pool via Smart Contracts, while remaining in the Investor’s digital wallet through Self-Custody.
C. The Liquidity Pool will send liquidity provider tokens (LP Tokens) to the Investor’s digital wallet through Smart Contracts. LP Tokens represent the Investor’s share of the Digital Assets in the Liquidity Pool and entitle the Investor to LP Fees.
20.2 Investors participating in Liquidity Provision agree to provide the following information and documentation to Bored RWA on an ongoing basis: A. Additional know-your-client documents as requested by Bored RWA; B. Confirmation of compliance with all applicable rules, if requested by Bored RWA; C. Notification of any material adverse changes affecting the Digital Asset(s) contributed or the financial and operational status of the issuer, within seven (7) days of becoming aware; and D. Any other documents reasonably required to maintain the Listing of the contributed Digital Asset(s), as requested by Bored RWA.
20.3 Once Investors have received LP Tokens, Bored RWA may, at its sole discretion, allow them to participate in Liquidity Mining. Investors can deposit LP Tokens into a liquidity mining pool (“Liquidity Mining Pool”) to earn rewards (“Mining Rewards”) in Digital Assets (rates, types, and distribution determined by Bored RWA). Investors in Liquidity Mining may withdraw LP Tokens from the Liquidity Mining Pool at any time.
20.4 Subject to applicable rules and conditions, Investors may cease Liquidity Provision at any time by: A. Withdrawing LP Tokens from a Liquidity Mining Pool if applicable; B. Returning LP Tokens from their digital wallet to the Liquidity Pool through Smart Contracts; C. Receiving the contributed Digital Assets in the following manner: C.1. For Minted Wrapped Tokens, Smart Contracts will burn the Minted Wrapped Tokens in the Liquidity Pool, and the Custodian will transfer the Investor’s share of Digital Assets to their digital wallet based on the returned LP Tokens; and C.2. For crypto tokens, utility tokens, and stablecoin tokens, the Smart Contract will release the Investor’s share of Digital Assets from the Liquidity Pool based on the returned LP Tokens; and D. Receiving LP Fees, with rates determined by Bored RWA and subject to change.
20.5 By participating in Liquidity Provision and/or Liquidity Mining, each Investor accepts the applicable rules and conditions for these activities.
21. Staking
21.1 Bored RWA may, at its sole discretion, allow Investors to participate in Staking, subject to applicable rules and conditions of any Supported Network Protocol, including bonding, lock-up periods, freezing periods, ineligibility for partial Staking Rewards, and minimum balances required. Each Investor may only stake their own Digital Assets.
21.2 A Supported Network may impose Slashing Penalties. In such cases, each Investor in Staking: (a) accepts the risk of losing up to all staked Digital Assets; (b) acknowledges that Bored RWA will not compensate for missed Staking Rewards or Slashing Penalties.
21.3 Staking on the Bored RWA Platform, including receiving Staking Rewards, is a Self-Custody service. Bored RWA will never request private keys.
21.4 By participating in Staking, each Investor accepts the applicable rules and conditions for the Staking activity.
22. Termination and Suspension of Account
22.1 Bored RWA reserves the right to erase any or all of a User’s information from the Website, and to suspend, terminate, or cancel a User’s Account without notice or liability, at its sole discretion. However, Bored RWA may retain copies of a User’s information as necessary to comply with record-keeping obligations prescribed by Applicable Law and Regulation.
22.2 If Bored RWA suspects a User has breached the Terms of Use, committed fraud, or provided unauthorized, incorrect, or incomplete information, Bored RWA may suspend, terminate, or cancel the User’s Account, in addition to any other remedies available under Applicable Law and Regulation.
22.3 Any suspension, termination, or cancellation of a User’s Account will not affect provisions of the Terms of Use that are intended to survive such actions, such as indemnification and limitations of liability. The User may request account suspension, termination, or cancellation by writing to Bored RWA at c@boredrwa.io, with processing taking up to thirty (30) days. Such actions are not effective until all obligations to other Users and Bored RWA are fulfilled.
23. International Investors
Bored RWA currently does not accept individuals or entities from the U.S., Iran, Myanmar, Democratic People's Republic of Korea, or any sanctioned country or countries specified by Bored RWA at its sole discretion. Bored RWA also does not accept U.S. tax residents. Bored RWA may accept individuals or entities from other countries or jurisdictions as Investors, provided that such access does not violate the laws of the Investors' country or jurisdiction of residence.
24. U.S. and UN Economic Sanctions
Each User represents that they or the entity they represent are not: A. Subject to any sanctions administered or enforced by any sanctions authorities (collectively, the “Sanctions”) and are not party to any agreement, transaction, or dealing that would result in a violation of the Sanctions; B. Located, organized, or resident in a country or territory subject to Sanctions or the FATF’s Blacklist; and/or C. Listed on any sanctions list, including those maintained under the Sanctions, the List of Specially Designated Nationals and Blocked Persons, or the Foreign Sanctions Evaders List maintained by OFAC.
25. Third Party Service Providers
To provide Users with the Services, Bored RWA may outsource and/or enter into agreements or API integrations with B2B partners, financial institutions, banks, securities or Digital Asset license holders, and custodians (collectively, the “Third Party Service Providers”). Bored RWA may need to transfer, transmit, distribute, and/or publish all or any content, information, personal data, including Registration Data (collectively, the “User Data”), provided by Users, to these Third Party Service Providers. Each User grants Bored RWA and its agents a perpetual, non-exclusive, worldwide, royalty-free, irrevocable license to transfer and transmit User Data to these Third Party Service Providers, subject to the Privacy Policy.
26. No Professional Advice Provided
26.1 Bored RWA does not provide any financial, legal, tax, investment, or other advice, nor does it offer any recommendations regarding the suitability or quality of any investment opportunity on the Website. Nothing on the Website, including Bored RWA’s listing of any investment opportunity on the Restricted Portion, or the information provided in connection with any investment opportunity, should be construed as such advice or recommendation.
26.2 Investment overviews on the Website contain summaries of investment opportunities intended solely for informational purposes and do not claim to be comprehensive.
26.3 The terms regarding certain investments may be set by the Issuers and/or Applicants. Bored RWA does not warrant the completeness or accuracy of any information provided by Issuers and/or Applicants. The information contained in any documents and all information on the Website are prepared without reference to any specific Investor’s investment requirements or financial situation.
26.4 Investors should consult their own professional tax, legal, financial, and other advisors before making any investment. Neither Bored RWA nor its affiliates or subsidiaries should be regarded as advising on the suitability of any investment opportunity presented on the Website.
26.5 While there is no restriction on the amount an Investor can invest on the Bored RWA Platform, Investors should not invest more than they can afford to lose.
27. Code of Conduct
27.1 As a condition for using the Website and the Services, each User agrees to the provisions set out in this clause (“Code of Conduct”).
27.2 Each User agrees to use the Services only for purposes that are legal, proper, and in accordance with the Terms of Use and any Applicable Law and Regulation.
27.3 When using the Website and/or the Services, each User may NOT:
A. Upload, publish, provide, display, post, or transmit any images or other content that is unlawful, obscene, harmful, hateful, invades privacy, contains nudity or pornography, or is otherwise objectionable;
B. Use the Website in any way that is unlawful or breaches any policy or notice on the Website or harms Bored RWA or its service providers, licensors, representatives, or any other User;
C. Use the Services or any part thereof in a manner that could damage, disable, overburden, or impair the Services or any part thereof, or interfere with any other User’s use and enjoyment of the Services or any part thereof;
D. Modify, adapt, translate, or reverse engineer any portion of the Website;
E. Advertise to or solicit any person or entity to make any investment;
F. Attempt to gain unauthorized access to the Website, the Services, or any part thereof, or the computer systems or networks connected to the Website and/or the Services, through hacking, password mining, or any other means;
G. Engage in any activity that seeks to interfere with or compromise the integrity, security, or proper functioning of any computer, server, network, personal device, or other information technology system, including but not limited to deploying viruses and denial of service attacks;
H. Create accounts by automated means or under false or fraudulent pretenses;
I. Transmit any viruses, worms, defects, trojan horses, or any destructive items to or through the Website and/or the Services;
J. Defame, abuse, harass, stalk, threaten, or otherwise violate any legal rights, such as privacy rights, of any other person or entity;
K. Upload, publish, provide, display, post, or transmit any content that infringes any patent, trademark, copyright, trade secret, or other proprietary right of any party, unless the User is the owner of such rights or has the permission of the owner to do so;
L. Upload, publish, provide, display, post, or transmit any materials that promote pyramid schemes, chain letters, or disruptive commercial messages or advertisements, or anything else prohibited by law;
M. Run mail lists or any form of auto-responder or “spam” on the Website and/or the Services;
N. Use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Website, including engaging in practices of “screen scraping,” “database scraping,” or any other activity with the purpose of obtaining content or other information;
O. Interfere or attempt to interfere with the proper working of the Website and/or the Services or any activities conducted on the Website, including utilizing framing or mirroring techniques to enclose any content or other proprietary information, place pop-up windows over Website pages, or otherwise affect the display of the Website pages;
P. Impersonate another person or entity, or falsify or delete any author attributions, legal or other proper notices, or proprietary designations or labels of the origin or source of any materials;
Q. Remove any copyright, trademark, or other proprietary rights notices contained in or on the Website and/or the Services;
R. Use any robot, spider, site search or retrieval application, or other device to retrieve or index any portion of the Website and/or the Services or collect information about Users for any unauthorized purpose;
S. Promote or provide instructional information about illegal activities or promote physical harm or injury against any person or entity;
T. Use the Website and/or the Services for any commercial purpose other than personal use, including soliciting other Users for investments, offering or selling products or services, or making investment recommendations to other Users; and/or
U. Engage in any activity that seeks to defraud Bored RWA or any other person or entity, including providing false, inaccurate, or misleading information to unlawfully obtain the property of another.
28. User Participation
Bored RWA reserves the right to monitor each User’s use of the Website but has no obligation to do so. Bored RWA may compile records of visits or hits concerning certain pages or information available on the Website. The Website uses cookies to monitor browsing preferences. Bored RWA may also compile information and metrics concerning User interactions and other features of the Website (“Site Metrics”). Bored RWA is under no obligation to provide any User with Site Metrics or other information related to the use of the Website and/or the Services.
29. Intellectual Property Rights
29.1 Bored RWA and its licensors (where applicable) hold intellectual property rights with respect to the Website and/or the Services and retain all rights, titles, and interests in and to, including but not limited to:
A. All “Bored RWA” logos, taglines, trademarks, and/or other indications of source and quality (whether registered or protected under common law) (collectively, the “Trademarks”);
B. All content available on or through the Website, including but not limited to databases, data, documents, designs, text, graphics, pictures, videos, information, software, music, sounds, underlying source codes, code repositories, and other files, and their selection and arrangement (“Site Content”);
C. The Bored RWA Platform, processes, and technology that powers the Website and is made available for use from the Website (collectively referred to as “Bored RWA IP”). Rights in other marks, logos, and content that appear on the Website are reserved to the owners thereof (“Third Party IP”). Nothing on this Website should be construed as granting by implication, estoppel, or otherwise, any license or right to use any of the Bored RWA IP or the Third Party IP without the written consent of Bored RWA or the applicable owner.
29.2 Users shall not modify, copy, distribute, reverse engineer, reproduce, republish, display, transmit, decompile, create derivative works from, transfer, or sell in any form or by any means, in whole or in part, without Bored RWA’s prior written permission, the Website, the Services, and/or any Bored RWA IP, or any part thereof, except that if a User is eligible to use the Website, the User is granted the right to access and use the Website and to download or print a copy of any portion of the Site Content solely for personal use and in connection with the User’s use of the Services. Users may not republish Site Content on any internet, intranet, or extranet site or incorporate the Site Content in any other database or compilation, and any other use of the Site Content is strictly prohibited.
29.3 All Bored RWA IP may not be used publicly except with express written permission from Bored RWA and may not be used in any manner that is likely to cause confusion among consumers, or in any manner that disparages or discredits Bored RWA.
29.4 Any use of the Bored RWA IP or the Third Party IP other than as specifically authorized herein, without the prior written permission of Bored RWA or the applicable owner, is strictly prohibited. Such unauthorized use may also violate Applicable Law and Regulation, including copyright and trademark laws and applicable regulations and statutes.
30. Confidentiality
30.1 The Website contains confidential and sensitive trade secrets of Bored RWA. It also includes content and information provided and/or posted by other parties, including information regarding the business and/or financials and/or activities of Users, which may be deemed confidential. Confidential information includes non-public information that Bored RWA, its affiliates, any User, or any other third parties furnish or otherwise make available to Users concerning any investment opportunity, including but not limited to, reports, marketing or promotional materials, analyses, compilations, forecasts, memoranda, notes, studies, and any other written or electronic materials:
A. That is designated as “Confidential” or “Proprietary”;
B. That is only available to Registered Users; or
C. That should reasonably be understood to be confidential; (collectively, the “Confidential Information”).
30.2 Each User shall maintain any Confidential Information received in confidence and shall not, without the prior written consent of Bored RWA or the applicable owner of Confidential Information, publish, disclose to others, or use such Confidential Information for any purpose other than deciding whether to make an Investment with and/or through the Bored RWA Platform. Each User agrees to take all reasonable measures to ensure that the Confidential Information is not disclosed or distributed to the User’s employees, representatives, or agents in violation of the Terms of Use. Each User must use at least the same level of care in protecting the Confidential Information as the User uses for safeguarding their own confidential information and trade secrets, but shall employ no less than reasonable care and diligence. Upon Bored RWA’s written request, a User will promptly destroy or return the Confidential Information received and any copies thereof.
30.3 The User’s right to the Confidential Information under the Terms of Use does not apply to Confidential Information that the User can demonstrate: A. Is or becomes public knowledge through no fault of the User; B. Was or becomes available to the User on a non-confidential basis from a third party, provided that such third party is not bound by a confidentiality obligation to Bored RWA concerning such Confidential Information; C. Was independently developed by the User without reference to the Confidential Information; or D. Is required to be disclosed by law, provided that the User promptly notifies Bored RWA to allow Bored RWA an opportunity to seek a protective order or other relief concerning such impending disclosure.
31. Linked Sites
31.1 The Website may contain links or produce search results that reference links to third-party websites, products, and services (“Linked Sites”). The inclusion of any Linked Site does not imply any affiliation, sponsorship, endorsement, approval, investigation, verification, or monitoring by Bored RWA of any information, material, products, or services contained in or accessible through any Linked Site. Bored RWA has no control over these Linked Sites and their content and assumes no responsibility or liability for any such content or the User’s use of or inability to use any Linked Site.
31.2 Access to and use of Linked Sites, including the information, material, products, and services on Linked Sites or available through Linked Sites, is solely at the User’s own risk. Bored RWA makes no warranty that a Linked Site will be free of computer viruses or other harmful code that could impact the User’s computer or other web-access device.
31.3 A User’s access to and use of the Linked Sites is governed by the terms of use and privacy policies of such Linked Sites, and Bored RWA encourages the User to carefully review all such terms and policies.
Consent to Receive Emails & Correspondences
Users acknowledge and agree that Bored RWA may send Users email messages about Bored RWA, its services, and/or Investment opportunities listed on the Bored RWA Platform. An Approved Registered User may choose to deactivate their Account and/or be removed from Bored RWA’s mailing list. Users will also have the opportunity to unsubscribe from commercial messages in any such email sent by Bored RWA.
Electronic Transactions and Disclosures
33.1 Some of the Services provided by Bored RWA allow Users to transact business online and electronically. Each User consents to conducting business with Bored RWA online and electronically, provided such transactions are permitted under Applicable Law and Regulation in the User’s jurisdiction. Each User also expressly consents to receiving calls and messages, including auto-dialed and pre-recorded calls, and text messages from Bored RWA or its affiliates, marketing partners, agents, and others calling at their request or on their behalf, at any telephone numbers provided by the User.
33.2 To use the Website and/or the Services, each User must consent to Bored RWA providing certain disclosures electronically, either via the Website or to any email address provided by the User. By agreeing to the Terms of Use, each User agrees to electronically receive all documents, communications, notices, contracts, and agreements, including tax forms, schedules, or information statements, related to the User’s Account registration, any Investments made, and/or the User’s use of the Services, from Bored RWA or any service provider.
33.3 Any consent given by the User in this clause will remain in effect as long as the User remains a User. If the User ceases to be a User, this consent will continue until all disclosures related to the use of the Website and/or Services prior to the cessation of User status have been made. Unless the User has outstanding Investments through the Bored RWA Platform, the User may withdraw such consent. If permitted and the User withdraws consent, Bored RWA will terminate the User’s Account.
User Disputes
Each User is solely responsible for interactions with other Users. Bored RWA reserves the right but has no obligation to monitor disputes between Users.
Privacy
Bored RWA respects each User’s privacy and limits the sharing of User Data with third parties as per these Terms of Use and the Privacy Policy. Please review the Privacy Policy for more information. By using the Website and/or the Services, each User acknowledges and consents to the transfer, processing, and storage of their User Data by Bored RWA, as described in the Privacy Policy, which may be updated by Bored RWA from time to time.
No Warranty and Limitation of Liability
36.1 Bored RWA does not guarantee the accuracy of any information posted on the Website, including Investment information or content provided by third parties. Users relying on such information do so at their own risk. Bored RWA does not guarantee any specific results from the use of the Website and/or Services.
36.2 Under no circumstances shall Bored RWA or any of its officers, directors, employees, contractors, agents, affiliates, or subsidiaries be liable to any User for any indirect, punitive, incidental, special, consequential, or exemplary damages, including but not limited to loss of profits, goodwill, use, data, or other intangible property, arising out of or related to the access or use of the Website and/or Services, nor for any damage, loss, or injury resulting from hacking, tampering, or unauthorized access or use of the Website and/or Services or the information contained within them. Bored RWA assumes no liability for:
A. Errors, mistakes, or inaccuracies in any content available through the Website and/or Services, including Investment information and Site Content;
B. Personal injury or property damage resulting from access to or use of the Website and/or Services; C. Unauthorized access or use of any secure server or database controlled by Bored RWA or the use of any information or data stored therein;
D. Interruption or cessation of function related to the Website and/or Services, for any reason, including maintenance;
E. Bugs, viruses, trojan horses, or similar issues transmitted to or through the Website and/or Services;
F. Errors or omissions in, or loss or damage incurred from the use of, any content available through the Website and/or Services;
G. Acts, omissions, or defamatory, offensive, or illegal conduct of any other party;
H. Incorrect or improper functioning of any Smart Contracts, the Bored RWA Platform, or any other functions of the Website and/or Services;
I. Failed, incorrect, or incomplete transactions or Investments.
36.3 Under no circumstances shall Bored RWA or any of its officers, directors, employees, contractors, agents, affiliates, or subsidiaries be liable for any claims, proceedings, liabilities, obligations, damages, losses, or costs exceeding the amount paid by any User to Bored RWA for access to and use of the Website and/or Services, or one hundred (100) U.S. Dollars, whichever is greater. This limitation of liability applies regardless of the legal basis, including contract, tort, negligence, strict liability, or otherwise, even if Bored RWA has been advised of the possibility of such liability. Some jurisdictions do not allow the exclusion of certain warranties or limitations of liability, and in those cases, some disclaimers and limitations in the Terms of Use may not apply. This limitation of liability provision applies to the fullest extent permitted by law.
36.4 The Terms of Use do not create or impose any fiduciary duties on Bored RWA. To the fullest extent permitted by law, each User acknowledges and agrees that Bored RWA owes no fiduciary duties or liabilities to any User or any entities for which a User acts, and that any such duties or liabilities are irrevocably disclaimed, waived, and eliminated.
36.5 Unless otherwise stated, Bored RWA makes no representation or warranty regarding the Bored RWA Platform’s compliance with any state, federal, or international securities, Digital Assets, or other Applicable Law and Regulation related to private placements or similar offerings.
36.6 THE WEBSITE AND/OR SERVICES ARE PROVIDED ON AN “AS-IS” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, Bored RWA MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, REGARDING THE USE OF THE WEBSITE AND/OR SERVICES.
Force Majeure
Bored RWA shall not be held liable for any delay or failure in performance of the Website and/or Services resulting from acts of nature or causes beyond its reasonable control, including but not limited to internet failures, network congestion, security breaches, bugs in technology, equipment failures, electrical failures, strikes, labor disputes, riots, civil disturbances, fires, floods, storms, explosions, acts of God, war, disease or pandemics, governmental actions, or non-performance by third parties.
Indemnification
38.1 Each User agrees to indemnify, defend, and hold Bored RWA, as well as Bored RWA’s subsidiaries, affiliates, related companies, suppliers, licensors, partners, and/or representatives, including their shareholders, officers, directors, employees, contractors, agents, and representatives (collectively, the “Bored RWA Parties”), harmless from any and all claims, liabilities, damages, expenses, and/or costs (including, but not limited to, attorneys’ fees) arising out of or relating to: A. The User’s access to or use of the Website and/or the Services; B. The User’s violation of the Terms of Use; C. Any infringement by any User or any third party using the User’s Account of any intellectual property or other rights of any person or entity; or D. The nature and content of all materials, information, data, statements, and other visual, graphical, or written communications of any kind submitted by the User or processed through the User’s Account.
38.2 Bored RWA reserves the right, but is not obligated, to assume the exclusive defense and control of any matter for which a User is required to indemnify any of the Bored RWA Parties, and the User agrees to cooperate with Bored RWA’s defense of such claims. The User agrees not to settle any such matter without Bored RWA’s prior written consent. Bored RWA will use reasonable efforts to notify the User of any such claim, action, or proceeding when Bored RWA becomes aware of it. Each of the Bored RWA Parties is an express third-party beneficiary of this indemnification provision, with full rights to enforce its terms.
Other Disputes
39.1 Each User is solely responsible for interactions with other Users (or other Website visitors) that involve or arise from the User’s use of the Website and/or the Services. Although Bored RWA may monitor claims by any User against other Users (“User-to-User Dispute”), Bored RWA has no obligation to become involved in such claims.
39.2 The Terms of Use do not govern any disputes a User may have with other Users, other Website visitors, Third Party Service Providers, or any other third party.
No Waiver
Any failure to exercise or enforce any provision contained in the Terms of Use does not constitute a waiver of Bored RWA’s right to exercise or enforce that provision at any subsequent time. A waiver of any of Bored RWA’s rights under the Terms of Use is valid only if in writing and signed by Bored RWA.
Severability
If any provision of the Terms of Use is held invalid, illegal, or unenforceable by a court or tribunal of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision. In such cases, the Terms of Use shall continue in force as if the invalid, unlawful, or unenforceable provision had been severed from the Terms of Use.
Sub-delegation
Bored RWA may sub-delegate, sub-contract, or outsource the performance of any of its functions related to the Website and/or the Services.
Assignment, Novation, and Transfer
43.1 The Terms of Use and any rights or obligations under the Terms of Use: A. Shall not be assigned, novated, or transferred by any User except with Bored RWA’s prior written consent; B. May be assigned, novated, or transferred by Bored RWA without restriction. Subject to the foregoing, the Terms of Use will bind and benefit the successors and permitted assigns of Bored RWA.
English Translation
If the Terms of Use are translated into a language other than English, the English text shall always prevail.
Governing Law
By visiting or using the Website and/or the Services, each User agrees that the laws of xxxxxx, without regard to any principles of conflict of laws that would require or permit the application of the laws of any other jurisdiction, will govern the Terms of Use.
Dispute Resolution
46.1 To the extent permitted by law, any and all claims and/or causes of action that any User may have against Bored RWA and/or any of its representatives, arising out of these Terms of Use or otherwise, shall expire, extinguish, and lapse 12 months after the User becomes aware or reasonably could have become aware of the event or incident leading to such claims and/or causes of action.
Notice
If a User wishes to send notices to Bored RWA or has any questions regarding the Terms of Use, please contact Bored RWA at xxxxxx Bored RWA may provide Users with notices, including changes to the Terms of Use, in any manner, including by electronic mail or by posting it on the Website.
Entire Agreement and Additional Agreements
A User may enter into Additional Agreements relating to certain Services available through the Website, which may have terms differing from those of the Terms of Use. In the event of any inconsistency, the terms of such Additional Agreements shall prevail with respect to those Services. Subject to such Additional Agreements, the Terms of Use contain the entire agreement between a User and Bored RWA concerning the subject matter hereof and supersede all previous agreements, promises, assurances, warranties, representations, and understandings, whether written or oral, between a User and Bored RWA regarding the subject matter hereof.
Questions
Please contact Bored RWA at contact@boredrwa.com for more information.