Terms of Use

Acceptance of Terms

Gitcoin Limited, a British Virgin Islands Company (“Gitcoin”) provides a blockchain-based coordination toolkit enabling individuals and communities to build, fund and protect their shared needs. This is done through the development and exposure of Open Source Software that allows Users to interact with Gitcoin and its technology components, community and resources.

These Terms of Service (the “Agreement”) explain the terms and conditions by which you may access and use the Products provided by Gitcoin (referred to herein as “Gitcoin”, “we”, “our”, or “us”). The Products and Protocols shall include, but shall not necessarily be limited to — Gitcoin Allo, Gitcoin.co, Gitcoin Grants Stack, Gitcoin Passport, the Public Goods Network (PGN), GTC (Gitcoin's governance token), and other partnered products denoted with Gitcoin's brandmark. By using or otherwise accessing the Services, or clicking to accept or agree to these Terms where that option is made available, you accept and agree to these Terms, consent to the collection, use, disclosure and other handling of information as described in our Privacy Policy and any additional terms, rules and conditions of participation issued by Gitcoin from time to time.

Modifications of Terms of Use

Gitcoin reserves the right, at its sole discretion, to modify or replace the Terms of Use at any time. The most current version of these Terms will be posted on our Site. You shall be responsible for reviewing and becoming familiar with any such modifications. Use of the Services by you after any modification to the Terms constitutes your acceptance of the Terms of Use as modified.

Eligibility

You represent and warrant that you: (a) are of legal age to form a binding contract; (e.g., 18 years old in the United States) (b) have not previously been suspended or removed from using our Services; and (c) have full power and authority to enter into this agreement and in doing so will not violate any other agreement to which you are a party. If you are registering to use the Services on behalf of a legal entity, you further represent and warrant that such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization, and you are duly authorized by such legal entity to act on its behalf.

You further represent that you are not (a) the subject of economic or trade sanctions administered or enforced by any governmental authority or otherwise designated on any list of prohibited or restricted parties (including but not limited to the list maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury) or (b) a citizen, resident, or organized in a jurisdiction or territory that is the subject of comprehensive country-wide, territory-wide, or regional economic sanctions by the United States. Finally, you represent that your access and use of any of our Products will fully comply with all applicable laws and regulations, and that you will not access or use any of our Products to conduct, promote, or otherwise facilitate any illegal activity.

NOTICE: This Agreement contains important information, including a binding arbitration provision and a class action waiver, both of which impact your rights as to how disputes are resolved. Our Products are only available to you — and you should only access any of our Products — if you agree completely with these terms.

Your Responsibilities

Prohibited Activity

You agree not to engage in, or attempt to engage in, any of the following categories of prohibited activity in relation to your access and use of the Interface:

Intellectual Property Infringement

Activity that infringes on or violates any copyright, trademark, service mark, patent, right of publicity, right of privacy, or other proprietary or intellectual property rights under the law.

Cyberattack

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, the deployment of viruses and denial of service attacks.

Fraud and Misrepresentation

Activity that seeks to defraud us or any other person or entity, including, but not limited to, providing any false, inaccurate, or misleading information in order to unlawfully obtain the property of another.

Market Manipulation

Activity that violates any applicable law, rule, or regulation concerning the integrity of trading markets, including, but not limited to, the manipulative tactics commonly known as “rug pulls”, pumping and dumping, and wash trading.

Securities and Derivatives Violations

Activity that violates any applicable law, rule, or regulation concerning the trading of securities or derivatives, including, but not limited to, the unregistered offering of securities and the offering of leveraged and margined commodity products to retail customers in the United States.

Sale of Stolen Property

Buying, selling, or transferring of stolen items, fraudulently obtained items, items taken without authorization, and/or any other illegally obtained items.

Data Mining or Scraping

Activity that involves data mining, robots, scraping, or similar data gathering or extraction methods of content or information from any of our Products.

Objectionable Content

Activity that involves soliciting information from anyone under the age of 18 or that is otherwise harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another's privacy, hateful, discriminatory, or otherwise objectionable.

Any Other Unlawful Conduct

Activity that violates any applicable law, rule, or regulation of the United States or another relevant jurisdiction, including, but not limited to, the restrictions and regulatory requirements imposed by U.S. law.

Transactions

You agree and understand that: (a) all transactions you submit through any of our Products are considered unsolicited, which means that they are solely initiated by you; (b) you have not received any investment advice from us in connection with any transactions; and (c) we do not conduct a suitability review of any trades you submit.

Non-Custodial and No Fiduciary Duties

Each of the Products is a purely non-custodial application, meaning we do not ever have custody, possession, or control of your digital assets at any time. It further means you are solely responsible for the custody of the cryptographic private keys to the digital asset wallets you hold and you should never share your wallet credentials or seed phrase with anyone. We accept no responsibility for, or liability to you, in connection with your use of a wallet and make no representations or warranties regarding how any of our Products will operate with any specific wallet. Likewise, you are solely responsible for any associated wallet and we are not liable for any acts or omissions by you in connection with or as a result of your wallet being compromised.

This Agreement is not intended to, and does not, create or impose any fiduciary duties on us. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated. You further agree that the only duties and obligations that we owe you are those set out expressly in this Agreement.

Compliance and Tax Obligations

One or more of our Products may not be available or appropriate for use in your jurisdiction. By accessing or using any of our Products, you agree that you are solely and entirely responsible for compliance with all laws and regulations that may apply to you.

Specifically, your use of our Products or the Protocol may result in various tax consequences, such as income or capital gains tax, value-added tax, goods and services tax, or sales tax in certain jurisdictions.

It is your responsibility to determine whether taxes apply to any transactions you initiate or receive and, if so, to report and/or remit the correct tax to the appropriate tax authority.

Role of Gitcoin

Gitcoin is not involved in the transactions between users, and has no control over the quality, safety, or legality of tasks or consideration for tasks, the ability of users to perform tasks to others' satisfaction, or the ability of users to pay for tasks. Gitcoin will not have any liability or obligations under or related to Service Contracts for any acts or omissions by you or other Users. Gitcoin has no control over users or the services offered or rendered by users and Gitcoin makes no representations as to the reliability, capability, or qualifications of any user or the quality, security, or legality of any services, and Gitcoin disclaims any and all liability relating thereto.

Gitcoin Recurring Grants

In addition to the above, but notwithstanding anything to the contrary therein, if you use the Site to make a grant (a “Grant”) to a User, you agree that: (a) the User has broad discretion in performing the Task described on its project page on the Site (the “Grant Project Page”), including what, how and when they perform such Task, and how they use the Grant; (b) the Grant will be made to the User on a recurring basis, commencing with the first contribution at the time that you agree to make the Grant and recurring based on the frequency specified by the User on the Grant Project Page; (c) the User may change the Task, including without limitation the scope and timeline and the frequency of contributions; (d) Grant contributions will be issued and remitted to the User prior to the User completing a Task; (e) the Grant is not refundable; (f) you will not have the ability on the Site to dispute or reject Tasks performed by Users, but you may terminate future Grant contributions to the extent they have not been made; and (g) you and User are responsible for any tax liabilities in connection with your transaction.

Restrictions on Use

Unless otherwise expressly authorized in these Terms of Use or on the Site, you may not take any action to interfere with the Site or any other user's use of the Site or decompile, reverse engineer or disassemble any content or other products or processes accessible through the Site, nor insert any code or product or manipulate the content in any way that affects any User's experience. While using the Site you are required to comply with all applicable statutes, orders, regulations, rules, and other laws. In addition, we expect users of the Website to respect the rights and dignity of others. Your use of the Site is conditioned on your compliance with the rules of conduct set forth in this Section.

Warranty Disclaimer

You expressly understand and agree that your use of the Service is at your sole risk. The Service is provided on an “AS IS” and “as available” basis, without warranties of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose or non-infringement. You release Gitcoin from all liability for content you acquired or failed to acquire through the Service.

Indemnity

You agree, to the fullest extent permitted by applicable law, to release and to indemnify, defend and hold harmless Gitcoin and its parents, subsidiaries, affiliates and agencies, as well as the officers, directors, employees, shareholders and representatives of any of the foregoing entities, from and against any and all losses, liabilities, expenses, damages, costs (including attorneys' fees and court costs) claims or actions of any kind whatsoever arising or resulting from: (a) your use of the Service, (b) your violation of these Terms of Use, (c) any of your acts or omissions that implicate publicity rights, defamation, invasion of privacy, confidentiality, intellectual property rights or other property rights, (d) your User Generated Content, (e) any misrepresentation by you and (f) any disputes or issues between you and any third party. Gitcoin reserves the right, at its own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with Gitcoin in the defense of such matter.

Limitation on Liability

You acknowledge and agree that you assume full responsibility for your use of the Site and Service. You acknowledge and agree that any information you send or receive during your use of the Site and Service may not be secure and may be intercepted or later acquired by unauthorized parties. You acknowledge and agree that your use of the Site and Service is at your own risk. Recognizing such, you understand and agree that, to the fullest extent permitted by applicable law, neither Gitcoin nor its parents, subsidiaries, affiliates and agencies, as well as the officers, directors, employees, shareholders or representatives of any of the foregoing entities, or its suppliers or licensors will be liable to you for any direct, indirect, incidental, special, consequential, punitive, exemplary or other damages of any kind, including without limitation damages for loss of profits, goodwill, use, data or other tangible or intangible losses or any other damages based on contract, tort (including, in jurisdictions where permitted, negligence and gross negligence), strict liability or any other theory (even if Gitcoin had been advised of the possibility of such damages), resulting from the Site or Service; the use or the inability to use the Site or Service; unauthorized access to or alteration of your transmissions or data; statements or conduct of any third party on the Site or Service; any actions we take or fail to take as a result of communications you send to us; human errors; technical malfunctions; failures, including public utility or telephone outages; omissions, interruptions, latency, deletions or defects of any device or network, providers, or software (including, but not limited to, those that do not permit participation in the Service); any injury or damage to computer equipment; inability to fully access the Site or Service or any other website; theft, tampering, destruction, or unauthorized access to, images or other content of any kind; data that is processed late or incorrectly or is incomplete or lost; typographical, printing or other errors, or any combination thereof; or any other matter relating to the Site or Service. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to you.

Intellectual Property Rights

IP Rights Generally

We own all intellectual property and other rights in each of our Products and its respective contents, including, but not limited to, software, text, images, trademarks, service marks, copyrights, patents, designs, and its “look and feel.” This intellectual property is available under the terms of our copyright licenses and our Trademark Guidelines. Subject to the terms of this Agreement, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use our Products solely in accordance with this Agreement. You agree that you will not use, modify, distribute, tamper with, reverse engineer, disassemble or decompile any of our Products for any purpose other than as expressly permitted pursuant to this Agreement. Except as set forth in this Agreement, we grant you no rights to any of our Products, including any intellectual property rights.

By using any of our Products, you grant us a worldwide, non-exclusive, sublicensable, royalty-free license to use, copy, modify, and display any content, including but not limited to text, materials, images, files, communications, comments, feedback, suggestions, ideas, concepts, questions, data, or otherwise, that you post on or through any of our Products for our current and future business purposes, including to provide, promote, and improve the services. This includes any digital file, art, or other material linked to or associated with any content displayed. You grant to us a non-exclusive, transferable, worldwide, perpetual, irrevocable, fully-paid, royalty-free license, with the right to sublicense, under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon any suggestions or feedback for any purpose.

You represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for any material that you list, post, promote, or display on or through any of our Products (including, but not limited to, NFTs). You represent and warrant that such content does not contain material subject to copyright, trademark, publicity rights, or other intellectual property rights, unless you have necessary permission or are otherwise legally entitled to post the material and to grant us the license described above, and that the content does not violate any laws.

Third-Party Resources and Promotions

Our Products may contain references or links to third-party resources, including, but not limited to, information, materials, products, or services, that we do not own or control. In addition, third parties may offer promotions related to your access and use of our Products. We do not approve, monitor, endorse, warrant or assume any responsibility for any such resources or promotions. If you access any such resources or participate in any such promotions, you do so at your own risk, and you understand that this Agreement does not apply to your dealings or relationships with any third parties. You expressly relieve us of any and all liability arising from your use of any such resources or participation in any such promotions.

Additional Rights

We reserve the right to cooperate with any law enforcement, court or government investigation or order or third party requesting or directing that we disclose information or content or information that you provide.

Governing Law

These Terms of Use shall be governed by and construed in accordance with the laws of the British Virgin Islands, without giving effect to any principles of conflicts of law.