> For the complete documentation index, see [llms.txt](https://opensci.gitbook.io/docs/llms.txt). Markdown versions of documentation pages are available by appending `.md` to page URLs; this page is available as [Markdown](https://opensci.gitbook.io/docs/agreement/term-of-use.md). # Term of Use Please read on to learn the rules and restrictions that govern your use of our products, services and applications, including, but not limited to, a web Platform located at \[website] (the “Platform”) provided by \[OPENSCI Ltd.], a \[Cayman Islands foundation company], and its operating subsidiaries and affiliates located in the United Arab Emirates and elsewhere (“OPENSCI”, “we”, “our”, or “us”). These Terms of Use (the “Terms”) explain the terms and conditions governing your access and use the Platform service and any ancillary services (the “Services”) made available by us. The Services provided by us are experimental. By using the Platform, you signify that you have read, understand, and agree to be bound by these Terms in its entirety. If you do not understand and accept these Terms, you are not authorized to access or use the Platform. Your use of the Services in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use the Platform. Except for the express statements, agreements and rules set forth in these terms, you hereby acknowledge and agree that you have not relied upon any other statement or agreement, whether written or oral, with respect to your use and access to our Services. THE TERMS CONTAIN AN ARBITRATION PROVISION. BY AGREEING TO THESE TERMS, YOU AGREE AND UNDERSTAND THAT DISPUTES ARISING UNDER THESE TERMS SHALL BE SETTLED IN BINDING ARBITRATION. YOU ALSO AGREE AND UNDERSTAND THAT ENTERING INTO THESE TERMS CONSTITUTES A WAIVER OF YOUR RIGHT TO A TRIAL BY JURY OR PARTICIPATION IN A CLASS ACTION LAWSUIT OR A JURY TRIAL. 1. **ASSUMPTION OF RISK** 1.1 Not Financial Instruments. THE TOKENS DISPLAYED ON THE PLATFORM HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF CERTAIN STATES SECURITIES AND ARE NOT SUBJECT TO PROTECTIONS OR INSURANCE PROVIDED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR THE SECURITIES INVESTOR PROTECTION CORPORATION. IF YOU BELIEVE WE ARE OFFERING SERVICES RELATED TO SECURITY, PLEASE STOP USING THE SERVICES. WE ARE NOT REGULATED BY ANY FEDERAL OR STATE REGULATORY AGENCY AND ARE NOT SUBJECT TO THE EXAMINATION OR REPORTING REQUIREMENTS OF ANY SUCH AGENCIES. WE ARE NOT REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION, THE CAYMAN ISLANDS MONETARY AUTHORITY (CIMA), THE DUBAI VIRTUAL ASSETS REGULATORY AUTHORITY (VARA), OR THE ADGM FINANCIAL SERVICES REGULATORY AUTHORITY (FSRA), AND DO NOT OFFER SECURITIES SERVICES IN THE UNITED STATES, THE CAYMAN ISLANDS, THE UNITED ARAB EMIRATES OR TO U.S. PERSONS, CAYMAN ISLANDS PERSONS, THE UNITED ARAB EMIRATES PERSONS, OR IN ANY JURISDICTION WHERE SUCH OFFER IS PROHIBITED. 1.2 Blockchain and Network Risk You further understand that the functionality or security of the blockchain network is not guaranteed, which could, among other things, lead to loss of funds, hacks, delays, conflicts of interest, or operational decisions by third parties that are unfavorable to certain holders of tokens, or lead to your inability to complete a transaction using our Services. The transaction details you submit via the Services may not be completed, or may be substantially delayed on the blockchain network, and we take no responsibility for the failure of a transaction to be confirmed or processed as expected. When you communicate with us via electronic communication, you should be aware that electronic communications can fail, can be delayed, may not be secure and/or may not reach the intended destination. 1.3 Protocol Risk You acknowledge and accept that the protocols governing the operation of the blockchain network may be subject to sudden changes in operating rules which may materially alter the network, affect the value and function of a particular token or otherwise render you unable to conduct or complete transactions using our Services. You further acknowledge that we are not responsible for any variables or risks under the protocols governing the operation of the blockchain network and cannot be held liable for any resulting losses that you experience while accessing or using the Platform. Accordingly, you understand and agree to assume full responsibility for all of the risks of accessing and using our Services and interacting with the Platform. 1.4 Cybersecurity Risk You acknowledge and understand that we are not liable for any hacks or malicious attempts to obtain access to your account, or any loss or destruction of security credentials or authentication methods for accessing your account. You are responsible for keeping your password safe, and you may be responsible for all the transactions submitted with your password, whether you authorized them or not. Transactions of crypto assets may be irreversible, and losses due to fraudulent or unauthorized transactions may not be recoverable. You alone are responsible for protecting your security information. 1.5 Personal Risk You take responsibility for all activities and transactions that occur in connection with your use of our Services and your account and accept all risks and consequences of your use of our Services and any authorized or unauthorized access to your account, to the maximum extent permitted by law. 1.6 Regulatory Environment Risk The regulatory regime governing blockchain technologies, cryptocurrencies, and tokens, is uncertain, particularly in jurisdictions where we operate such as the Cayman Islands and the United Arab Emirates, and the application of existing legal and regulatory requirements to tokens and our Services may developing and evolving fast, new regulations or policies may materially adversely affect the development of the Services and the utility of tokens. We do not guarantee that our Services will be available at any particular time or that our Services will not be subject to unplanned service outages or network congestion. We may rely on advice of counsel concerning the application of existing and new legal and regulatory requirements to its activities. This advice may require us to make sudden changes to our Services that may impact your ability to use our Services. It may not be possible for you to buy, sell, store, transfer, send or receive crypto assets when you wish to do so. 2. **ELIGIBILITY** 2.1 To use the Platform, you must be able to form a legally binding contract with us. Accordingly, you therefore represent and warrant that you are of legal age to form a binding contract (or if not, that you’ve received your parent’s or guardian’s permission to use the Services and gotten your parent or guardian to agree to these Terms on your behalf) and have the full right, power, and authority to enter into and comply with the terms and conditions of these Terms on behalf of yourself and any company or legal entity for which you may access or use the Platform. 2.2 You further represent that your action or purpose of using the Services shall not, directly or indirectly, violate laws of any country or region, have relations with any illegal institution or provide any support to any illegal institution. You will only use the Services for your own personal use, and not on behalf of or for the benefit of any third party. You further represent that your use of the Platform will fully comply with all applicable laws and regulations, and that you will not use the Platform to conduct, promote, or otherwise facilitate any illegal activity. 2.3 Without limiting the foregoing, by using the Services, you represent and warrant that: (a) you are not located in, ordinarily resident in, or organized under the laws of any jurisdiction that is subject to a comprehensive U.S. Government embargo (the “Embargoed Jurisdiction”); (b) you are not subject to any sanctions administered by an agency of the U.S. Government, any other government, or the United Nations (collectively, the “Sanctions”); (c) you are not owned or controlled, directly or indirectly, by any person that is subject to Sanctions, or that is located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction; (d) none of your officers, managers, directors, shareholders or authorized representatives is subject to Sanctions, or is located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction, or is owned or controlled, directly or indirectly, by any person that is subject to Sanctions or that is located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction; (e) you have not transacted and will not transact with any person or entity falling into any of (a)-(d); (f) you have not transacted and will not transact for the benefit of any person or entity falling into any of (a)-(d). If permits and licenses are required for you to use the Services, it is your responsibility to first obtain those prior to such use. We can’t and won’t be responsible for your using the Services in a way that breaks the law or regulations. 2.4 Due to local laws and regulations, we do not provide any services to users from the following countries or regions, including but not limited to Afghanistan, Angola, Azerbaijan, Bosnia and Herzegovina, Belarus, Botswana, Burma (Myanmar), Burundi, Cambodia, Cameroon, Chad, China (Mainland), Congo, Congo (Democratic Republic), Côte d’Ivoire, Crimea region and any non-government controlled areas of Ukraine, Cuba, Eritrea, Ghana, Guinea, Guinea-Bissau, Haiti, Iran, Iraq, Lao People’s Democratic Republic, Lebanon, Liberia, Libya, Madagascar, Mozambique, Nicaragua, North Korea, Pakistan, Somalia, South Sudan, Sri Lanka, Sudan, Syrian Arab Republic, Turkmenistan, Uganda, Uzbekistan, Vanuatu, Venezuela, Virgin Islands (U.S.), Yemen, Zimbabwe (collectively, the “Prohibited Countries”). We reserve the right to adjust the above list of countries or regions in accordance with changes in applicable laws and regulations or Services, and the content of the Terms shall not be excluded from the laws of the country or region under which the user belongs. As a result, if you do not meet these eligibility requirements, please do not use our Services. 2.5 If you travel to a location included on our list of Prohibited Countries, our Services may not be available and your use of our Services may be blocked. You must not attempt in any way to circumvent, or attempt to circumvent, any such restriction, including but not limited to by use of VPN software or any other virtual private or anonymization network to modify your internet protocol address. 3. **MODIFICATIONS** 3.1 We reserve the right to modify these Terms at any time. Material changes will be communicated via: 3.1.1 Notice on the Platform; 3.1.2 Email to registered users; 3.1.3 Governance proposal (for changes affecting token holders). 3.2 Material changes will be communicated by notice on the Platform and/or email and, where required by applicable law or by the change’s nature, will require your affirmative consent before taking effect for your account. Your continued use of the Services will serve as confirmation of your acceptance of those modifications. If you do not agree with any modifications to these Terms, you are free to reject them and that means you will no longer be able to use the Services. 3.3 We will inform you if the changes of Terms are substantial and require that you agree to new Terms before continuing to use our Services, we will bring it to your attention by requiring you to log in to our Services again and accept the new Terms, and/or by some other means 4. **PLATFORM DESCRIPTION** 4.1 Overview 4.1.1 OPENSCI is a decentralized platform for scientific research collaboration, funding, and asset management. The Platform enables users to: (a) Create and manage IDAs (Idea & Data Assets); (b) Fund research through GRSA (Grant Result Sharing Agreement) mechanisms; (c) Associate assets (PTA, PCA, Data Assets) with IDAs; (d) Participate in decentralized governance; (e) Collaborate on scientific projects. 4.2 Platform Components 4.2.1 The Platform consists of: (a) Web Platform: User-facing application; (b) Smart Contracts: On-chain logic and asset management; (c) APIs: Programmatic access to Platform functions; (d) Storage: Decentralized and centralized data storage. 5. **USER ACCOUNTS** 5.1 Registration 5.1.1 To access certain Platform features, you must create an account by: (a) Connecting a compatible blockchain wallet; and/or (b) Completing the registration process with required information. 5.2 Account Security 5.2.1 You are solely responsible for: (a) Maintaining the security of your wallet private keys; (b) All activity occurring under your account; (c) Keeping your account credentials confidential; (d) Immediately notifying us of any unauthorized access. 5.2.2 We cannot recover lost private keys or reverse blockchain transactions. 5.3 Account Verification 5.3.1 We may require identity verification ("KYC") for: (a) Transactions exceeding certain thresholds; (b) Involving researchers and academics; (c) Participation in certain Platform features; (d) Compliance with applicable regulations. 6. **IDA AND ASSET MANAGEMENT** 6.1 IDA Creation 6.1.1 By creating an IDA, you: (a) Agree to the IDA Creation Agreement; (b) Represent and warrant that you own or have obtained all necessary rights, licenses, consents, and permissions to the underlying intellectual property to create the IDA and grant the rights contemplated under these Terms, and that doing so does not infringe the proprietary rights of any third party; (c) Acknowledge that IDA creation is recorded on the blockchain; (d) Accept responsibility for accurate asset descriptions. 6.2 IDA Treasury 6.2.1 Each IDA has an associated Treasury (ERC-6551 Token Bound Account) that: (a) Is controlled by the IDA NFT owner; (b) Receives and distributes revenues according to Smart Contract rules; (c) Is subject to the IDA Treasury Rules. 6.3 Associated Assets 6.3.1 IDA owners may associate the following asset types with their IDA: | Asset Type | Description | | ----------------------- | -------------------------------- | | PTA (Patent Asset) | Patents and patent applications | | PCA (Publication Asset) | Research papers and publications | | Data Asset | Research data and datasets | 6.4 GRSA (Grant Result Sharing Agreements) 6.4.1 IDA owners may issue GRSA (Grant Result Sharing Agreements) to receive funding in exchange for future revenue shares. 6.4.2 GRSA issuance is subject to: (a) The GRSA Agreement terms; (b) Maximum allocation limits (70% of revenue); (c) Platform rules and guidelines. 7. **TOKEN USAGE** 7.1 $SCI 7.1.1 $SCI is the utility token of the OPENSCI Platform, used for: (a) Platform Services access; (b) Governance participation; (c) Governance locking/ network consensus participation; (d) Research funding; (e) Incentive and rewards; (f) Fee discounts; (g) Access to premium features. 7.1.2 $SCI is NOT and shall never be construed as: (a) A security, investment contract, or financial instrument under any jurisdiction; (b) Equity, debt, or ownership interest in OPENSCI, its affiliates, or any entity; (c) A promise or guarantee of future value, returns, or entitlement to issuer's assets. 8. **USER RESPONSIBILITIES** 8.1 Prohibited Activities 8.1.1 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 Platform: To access or use our Services, the Platform or other content from us, you need to agree not to engage in, or attempt to engage in any of the following categories of prohibited activity that: (a) Infringes on or violates any copyright, trademark, service mark, patent, right of publicity, right to privacy, or other proprietary or intellectual property rights under the law (including ours); (b) Exploits, harms, or attempts to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise; (c) 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; (d) Causes the Services, any of the Services’ underlying blockchain networks or technologies, or any other functionality with which the Services interact to work other than as intended; (e) Uses any robot, spider, or other similar automatic device, process, or means to access the website for any purpose, including monitoring or copying any of the material on the Platform, or uses any manual process to copy any of the material on the Platform, or for any other purpose not expressly authorized in these Terms, without our prior written consent; (f) Reverses engineer, duplicates, decompiles, disassembles, or decodes any aspect of the Services, or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any service, area, or code of the Services; (g) Jeopardizes the security of your Account or anyone else’s; (h) Uses the Services to manipulate or defraud any oracle system, protocol, or blockchain network, or the users thereof; (i) Transmits, or procures the sending of, any advertising or promotional material, including (but not limited to) any “junk mail”, “chain letter”, “spam” or any other similar solicitation; (j) Promotes any illegal activity, or advocates, promotes, or assists any unlawful act. Causes needless annoyance, inconvenience, or anxiety, or be likely to unreasonably upset, embarrass, alarm, or annoy any other person; (k) Impersonates any team member of us, another user, or any other person, or misrepresents the affiliation with any person or organization in connection with its use of the Platform and Services; (l) Seeks to defraud us or any other person or entity, including (but not limited to) providing false, inaccurate, or misleading information in order to unlawfully obtain the property of another; (m) Violates any applicable law, rule, or regulation concerning the integrity of trading markets, including (but not limited to) the manipulative tactics commonly known as spoofing and wash trading; (n) Uses the Services, directly or indirectly, for or in connection with money laundering, terrorist financing, or other illicit financial activity, or in any way in connection with the violation of any law or regulation that applies to you or to us; (o) Uses the Services, directly or indirectly, for, on behalf of, for the benefit of, or in connection with (i) any natural or legal person that is the subject of Sanctions; (ii) any natural or legal person located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction; or (iii) any legal person owned or controlled, directly or indirectly, by any natural or legal person located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction; (p) Encourages or induces any third party to engage in any of the activities prohibited under these Terms; (q) In any way violates any applicable federal, state, local, or international law or regulation (including (but not limited to) any laws regarding the export of data or software to and from the US or other countries); and (r) Damages the reputation of us or impairs any of our legal rights or interests. 8.2 Content Standards 8.2.1 All content you submit must: (a) Be accurate and not misleading; (b) Not violate any third-party rights; (c) Comply with applicable research ethics standards; (d) Not contain malicious code or harmful content. 8.3 Platform Rights to Manage Content 8.3.1 We reserve the right, at our sole discretion and without prior notice or liability to you, to remove, block, disable access to, or destroy any content posted, uploaded, or transmitted by you on the Platform if we determine that such content: (a) Violates the Content Standards set forth in Section 8.2; (b) Constitutes any of the Prohibited Activities set forth in Section 8.1; (c) Is harmful, offensive, inappropriate, infringing, illegal, or otherwise objectionable; or (d) Poses a risk to the security, integrity, or reputation of the Platform or its users. 8.3.2 We may employ any feasible technical means (including but not limited to automated filtering, manual review, or blockchain-based intervention where applicable) to enforce this right. 8.4 No Guarantees 8.4.1 The OPENSCI Foundation and its affiliates explicitly disclaim any: (a) Guarantee of future value or functionality of $SCI, veSCI and rSCI; (b) The availability or functionality of Platform Services; (c) Returns on any token acquisition; (d) Fiduciary duty to token holders; (e) Obligation to update, support, or maintain the protocol. 9. **INTELLECTUAL PROPERTY** 9.1 Platform IP 9.1.1 We own all intellectual property and other rights in the Platform and its contents, including (but not limited to) software, text, images, logos, trademarks, service marks, trade dress, copyrights, patents, and designs. Unless expressly authorized by us, you may not copy, modify, adapt, rent, sell, license, publish, distribute, or otherwise permit any third party to access or use the Platform or any of its contents. Provided that you are eligible, you are hereby granted a single, personal, limited license to access and use the Platform. This license is non-monopolistic, non-exclusive, non-transferable, and freely revocable by us at any time without notice or cause. Use of the Platform or its contents for any purpose not expressly permitted by these Terms is strictly prohibited. 9.1.2 All other third-party trademarks, registered trademarks, and product names mentioned on the Services are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the permission of the applicable intellectual property rights holder. Reference to any products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by us. 9.2 User Content 9.2.1 You retain ownership of content you submit to the Platform. 9.2.2 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 submit or post on or through the Services for our current and future business purposes, including to provide, promote, and improve the Services. 9.3 IDA Intellectual Property 9.3.1 Intellectual property associated with IDAs is governed by: (a) The IDA Creation Agreement; (b) Applicable licensing agreements; (c) Underlying IP ownership rights. 10. **FEES AND PAYMENTS** 10.1 Platform Fees 10.1.1 The Platform charges fees for certain services: | Service | Fee | Notes | | -------------------- | --------------------- | ----- | | IDA Creation | \[TBD] $SCI | | | GRSA Issuance | \[TBD]% of funding | | | Revenue Distribution | \[10]% of revenue | | | IDA Transfer | \[TBD]% of sale price | | 10.1.2 Platform fees are published on the Platform and may be adjusted by the Platform or DAO governance in accordance with the governance rules. Fee changes will be notified. Where a fee change materially affects a user’s existing agreement, we may require affirmative consent. 10.2 Gas Fees 10.2.1 You are responsible for all blockchain transaction fees (gas fees) associated with your Platform activities. 10.3 Taxes 10.3.1 You are solely responsible for determining and paying any taxes arising from your Platform activities. 11. **ANTI-MONEY LAUNDERING** 11.1 To support Anti-Money Laundering (AML) efforts and prevent the threat of money laundering and terrorism financing, we are committed to conduct business in accordance with high ethical standards and, to the greatest extent possible, preventing the establishment of any business relationship that is related to or could contribute to money laundering or terrorism financing. 11.2 You represent and warrant that your funds to be used on the Platform or for our Services come from legitimate sources and do not originate from illegal activities; and you agree that we may require you to provide or otherwise collect necessary information and materials as per relevant laws or government orders to verify the legality of the sources and use of your funds. We may monitor business relations with you on an ongoing basis. We may monitor the operation of your using of our Services and review your transactions throughout the course of our business relationship to ensure that you are consistent with our knowledge of you, your business and risk profile, and the source of your funds. We do not open, maintain, or accept anonymous or pseudonymous transaction requests. We shall not enter into a business relationship with you when we have reasonable grounds to suspect that your assets or funds are the proceeds of any criminal behavior. 12. **PRIVACY AND PERSONAL INFORMATION** 12.1 We process personal data in accordance with our Privacy Policy and applicable data protection laws (including, but not limited to, the UAE Personal Data Protection Law (PDPL) and Cayman Islands data protection legislation). Cross-border transfers necessary for provision of Services may occur. We carefully consider each request to ensure that it complies with the letter and spirit of the law and the culture of each region. We do not hesitate to challenge invalid, overboard or illegal requests, ban their access and report their illegal acts. We safeguard the integrity and security of your personally identifiable information (“PII”) and aggregate data with reasonable measures. However, we cannot guarantee that third parties will not obtain or use your PII for improper purposes. You acknowledge that you provide your PII and aggregate data at your own risk. By accessing or using our Services, you understand and consent to our collection, use, and disclosure of your PII and aggregate data. To view our current Privacy Policy and privacy practices, please click here. 13. **DISCLAIMER** 13.1 Platform Disclaimer 13.1.1 Our Services are provided on an “AS IS” and “AS AVAILABLE” basis. To the fullest extent permitted by law, we disclaim any representations and warranties of any kind, whether express or implied, including (but not limited to) the warranties of merchantability and fitness for a particular environment and browser, title or non-infringement or otherwise. You acknowledge and agree that your use of our Services is at your own risk. We do not represent or warrant that access to the Platform will be continuous, uninterrupted, timely, or secure; that the information contained in the Platform will be accurate, reliable, complete, or current; or that the displayed content, data, or Platform will be free from errors, defects, viruses or other harmful components. No advice, information, or statement that we make should be treated as creating any warranty concerning the Platform. We do not endorse, guarantee, or assume responsibility for any advertisements, offers, or statements made by third parties concerning our Services. 13.1.2 You understand that we cannot and do not guarantee or warrant that files available for download from the internet or through the Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy the particular requirements for: (a) anti-virus protection and accuracy of data input and output; (b) its participation in and use of the Services’ related technologies; (c) and maintaining a means external to our site to reconstruct of any lost data. 13.2 No Professional Advice 13.2.1 Public information provided by our Services is for reference purposes only and shall not be construed as professional advice. You should not take, or refrain from taking, any action based on any information contained in the Platform. Before you make any investment, financial, legal, tax, accounting, or other decisions involving the Platform, you should seek professional advice from a licensed and qualified individual in the area. You clearly understand that we do not guarantee that you will receive the proceeds you expect from investing through our Services. 13.3 Research Disclaimer 13.3.1 We do not verify the accuracy, completeness, or validity of research content submitted to the Platform. 13.3.2 Users must conduct their own due diligence on research projects. 14. **LIMITATION OF LIABILITY** 14.1 Exclusion of Damages 14.1.1 We shall not be liable for any action taken or omitted by it pursuant to, or in connection with, these Terms except to the extent that a court of competent jurisdiction determines that our gross negligence or willful misconduct was the direct cause of any loss to you, and subject to the limitations set forth below. 14.1.2 Despite anything else stated in these Terms, we 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: (a) transactions you conduct or attempt to conduct using our Services; or (b) losses, delays, failures, errors, interruptions or loss of data occurring directly or indirectly by reason of circumstances beyond our control, including without limitation: the failure of the blockchain network or a particular protocol; acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics or pandemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party. 14.1.3 TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL OPENSCI, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, CONTRIBUTORS, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE PLATFORM, THE SERVICES, ANY WEBSITES LINKED THROUGH OUR SERVICES, ANY CONTENT ON THE PLATFORM OR SUCH OTHER PLATFORMS, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. THIS DISCLAIMER OF LIABILITY EXTENDS TO ANY AND ALL DAMAGES CAUSED BY ANY THIRD PARTY (INCLUDING, WITHOUT LIMITATION, THOSE CAUSED BY FRAUD, DECEIT, OR MANIPULATION), WHETHER OR NOT A PARTICIPANT, OR ANY FAILURE, EXPLOIT, OR VULNERABILITY OF THE PLATFORM, THE SERVICES, OR THE UNDERLYING BLOCKCHAINS OR RELATED BLOCKCHAIN FUNCTIONALITIES. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF OPENSCI AND ITS SUBSIDIARIES AND AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, CONTRIBUTORS, AGENTS, OFFICERS, AND DIRECTORS, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE GREATER OF US$1,000 OR THE AMOUNT YOU HAVE PAID DIRECTLY TO OPENSCI FOR THE APPLICABLE CONTENT OR SERVICES IN THE LAST TWELVE MONTHS OUT OF WHICH LIABILITY AROSE. 14.1.4 THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. 14.2 Essential Basis 14.2.1 The limitations in this section are essential to these Terms. The Platform would not be available without these limitations. 15. **INDEMNIFICATION** 15.1 You agree to indemnify and hold harmless OPENSCI, its affiliates, and their respective officers, directors, employees, and agents from any claims, losses, damages, liabilities, and expenses (including legal fees) arising from: 15.1.1 Your access and use of the Platform; 15.1.2 Your negligence or wilful misconduct; 15.1.3 Your violation of these Terms; 15.1.4 Your violation of any laws or third-party rights; 15.1.5 any other party’s access and use of the Platform with your assistance or using any device or account that you own or control 15.1.6 Content you submit to the Platform. 16. **DISPUTE RESOLUTION** 16.1 Negotiation 16.1.1 The Platform and users shall first attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiation. 16.2 On-Chain Arbitration 16.2.1 For disputes involving amounts less than USD 10,000, the Platform or users shall submit the dispute to on-chain arbitration through the Platform's designated arbitration mechanism. 16.3 External Arbitration 16.3.1 (a) Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination but not falling within the scope of Clause 12.2.1 and; (b) any dispute where, despite undergoing the on-chain arbitration procedure, either of the Platform or user raises a substantive objection to the outcome, shall be referred to and finally resolved by arbitration administered by Dubai International Arbitration Centre (“DIAC”) in accordance with the Arbitration Rules of DIAC (“DIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. 16.3.2 The seat of arbitration shall be the Dubai International Financial Centre. 16.3.3 The Tribunal shall consist of three (3) arbitrators. 16.3.4 The language of arbitration shall be English. 16.3.5 The law governing this arbitration agreement shall be the laws of Dubai International Financial Center. 16.3.6 The parties expressly agree that DIAC arbitration constitutes the final and legally binding means of resolving disputes under the Terms. On-chain arbitration serves solely as a preliminary procedure designed for the expeditious resolution of specific minor disputes and does not preclude either party’s ultimate right to seek DIAC arbitration. For the avoidance of doubt, the DIAC arbitral tribunal shall have the authority to make final determinations on all preliminary issues, including the determination of the amount in dispute, jurisdiction, and the interpretation of this clause. 16.4 Waiver of Class Actions 16.4.1 YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST THE OPENSCI FOUNDATION ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. 17. **TERMINATION** 17.1 Your Right to Terminate 17.1.1 You may terminate your account at any time by: (a) Withdrawing all assets from the Platform; (b) Disconnecting your wallet; (c) Requesting account deletion. 17.2 Platform’s Right to Terminate 17.2.1 We may suspend or terminate your account if (a) You violate these Terms; (b) We are required by law or regulation; (c) Your account poses security risks; (d) We cease Platform operations. 17.3 Effect of Termination 17.3.1 Upon termination: (a) Your access to the Platform ceases; (b) Your on-chain assets remain on the blockchain; (c) Obligations under existing IDA/GRSA agreements survive; (d) These Terms' survival provisions remain in effect. 18. **GOVERNING LAW** 18.1 Choice of Law 18.1.1 This Agreement shall be governed by and construed in accordance with the laws of Dubai International Financial Center, without regard to its conflict of laws principles. 18.2 Smart Contract and Legal Agreement Relationship 18.2.1 In the event of any conflict between the Smart Contract code and this Agreement: (a) The provisions of this Agreement shall prevail to the extent the conflict affects the legal rights and obligations of the parties; (b) The parties shall cooperate to update the Smart Contract to align with these Terms where technically feasible. The Platform has no obligation to update or modify any Smart Contract, even if it conflicts with these Tems, unless the Platform voluntarily elects to do so in its sole discretion. Any updates will be subject to the Platform's technical roadmap, security considerations, and resource availability. For the avoidance of any doubt, the Smart Contract means the self-executing computer code deployed by the Platform on the blockchain that governs the creation, management, and operation of the IDA. 19. **GENERAL PROVISIONS** 19.1 Entire Agreement 19.1.1 These Terms, together with the Privacy Policy and all referenced documents, constitute the entire agreement between you and the Platform. 19.2 Severability 19.2.1 If any provision is held invalid, the remaining provisions continue in effect. 19.3 Waiver 19.3.1 Failure to enforce any right does not constitute a waiver of that right. 19.4 Assignment 19.4.1 You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, in any way (by operation of law or otherwise) without our prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent. For questions about these Terms, please contact \[email address].