These Terms and Conditions (“Terms”) describe the rules for visitors of the OpenForage Ecosystem (the “Ecosystem”), our website at https://openforage.ai/ (the “Website”), and any related websites, software, tools, features, or functionalities provided in connection with our services (collectively, the “Service”). These Terms apply to your access, downloading, or use of any component of the Service; your participation in activities within the Ecosystem; and your purchase, use, transfer, or receipt of the “RISKUSDC”, “atRISKUSDC”, or “FORAGE” token (collectively, the “Tokens” and each a “Token”). Please note that the rights, functionalities, and utilities associated with any Token may vary depending on the specific Token.
These Terms constitute a legally binding and enforceable agreement between you and OpenForage Company, S.A., a sociedad anónima organized under Law 32 of 1927 of the Republic of Panama with its registered address at Panama City, Republic of Panama (“Company”, “OpenForage”, “we”, “our”, or “us”). For the purposes of these Terms, “you” or “your” shall mean you as the user of the Service.
All information provided on the Service is strictly for general information purposes and does not constitute any form of advice, including but not limited to financial, legal, tax, or investment advice.
The Company does not provide regulated financial, payment, or investment services. Specifically:
The Company is not a payment services provider, digital payment token exchange operator, operator of a market for securities, units in collective investment schemes, or derivative contracts, or a capital markets services provider under the Securities and Futures Act 2001 (“SFA”) or Payment Services Act 2019 (“PSA”) of Singapore.
The Token is not a capital markets product, as defined under the SFA, and does not constitute e-money or a digital payment token under the PSA.
The Token’s use is confined to specific functionalities within the Ecosystem and is not intended as a medium of exchange accepted by the public outside the Ecosystem.
The Company is not a party to any agreements or transactions between users. You bear full responsibility for verifying the identity, legitimacy, and authenticity of the Tokens or activities you engage with. We make no warranties regarding the identity, legitimacy, functionality, or authenticity of users or Tokens in the Ecosystem.
Please read these Terms and our Privacy Policy carefully before using the Service. If you do not agree to these Terms or our Privacy Policy, you must not use the Service.
You represent and warrant that you are of legal age to accept the Terms and to use the Service in accordance with the Terms. The Company reserves the right to terminate your account on the Service or restrict your use of the Service, without prejudice to any other legal right or remedy the Company may have against you, where you have acted in breach of these Terms. Additionally, all other licences granted by the Company will terminate automatically if you breach any of these Terms.
The Terms shall remain in full force and effect unless and until terminated by either you or us. You may terminate your agreement with us at any time by ceasing all access to the Services. If, in our sole judgment, you fail, or we suspect that you have failed, to comply with any term or provision of the agreement (including without limitation any provision of these Terms), we reserve the right to terminate our agreement with you and deny you access to the Services.
We further reserve the right to restrict or limit your access to the Services or to stop providing you with all or a part of the Services at any time and for no reason, including, without limitation, if we reasonably believe: (a) your use of the Services exposes us to risk or liability; (b) you are using the Services for unlawful purposes; or (c) it is not commercially viable to continue providing you with our Services. Please note that this is not exhaustive and we expressly reserve all rights and remedies that may be available to us, whether in equity or at law.
WE RESERVE OUR RIGHT TO MODIFY THE SERVICES AT ANY TIME. HOWEVER, PLEASE NOTE THIS DOES NOT MEAN THAT WE HAVE ANY OBLIGATION TO UPDATE THE SERVICES. IT IS YOUR RESPONSIBILITY TO MONITOR CHANGES TO THE SERVICES THAT MAY AFFECT YOU. YOU AGREE THAT WE MAY REMOVE THE SERVICES AND/OR ANY CONTENT THEREON FOR INDEFINITE PERIODS OF TIME OR CANCEL THE SERVICES AT ANY TIME, WITHOUT NOTICE TO YOU.
We may modify these Terms in whole or in part, from time to time, at our absolute discretion and such modifications shall come into effect immediately. We will use commercially reasonable efforts to notify you of material modifications via in-app notification on the Service and, where you have provided an email address, via email to that address. By continuing to access or use the Service after notification of any such modification, you agree to be bound by the new terms. If you do not agree to the new terms, you must stop using the Service.
The Acceptable Use Policy maintained by the Company at the Website (the “AUP”) is incorporated into these Terms by reference. You agree to comply with the AUP at all times that you access or interact with the Service. In the event of any conflict between these Terms and the AUP, these Terms shall control. The AUP describes specific prohibited activities (including without limitation Restricted-Jurisdiction access, sanctions evasion, anti-money-laundering violations, front-running, sybil and identity manipulation, oracle manipulation, smart-contract exploitation, malicious-contract interaction, infrastructure abuse, privacy violations, unlawful purpose, misrepresentation, and tax evasion) and OpenForage’s reservation of rights to suspend, terminate, or freeze access in response to any such activity.
To access the Ecosystem, you must connect a compatible self-custodial wallet. Please refer to our Privacy Policy for details on the information we may collect and how it is used.
You are solely responsible for maintaining the confidentiality and security of your self-custodial wallet, including securing your cryptographic private keys and seed phrases.
You must never share your wallet credentials or seed phrases with anyone. The Company does not have access to your private keys, and we are unable to recover or assist in the recovery of lost or compromised wallet credentials.
Any unauthorised access to your self-custodial wallet by third parties may result in the loss or theft of Tokens or other digital assets held within your wallet. You acknowledge and agree that the Company is not liable for any losses, damages, or claims arising from such unauthorised access or from your failure to secure your wallet adequately.
The private key associated with the wallet you use to interact with the Ecosystem is the only private key that can control the Tokens or other digital assets stored in or transferred from that wallet. You are solely responsible for the management and security of your wallet, and the Company makes no warranties regarding the compatibility of any specific wallet with the Ecosystem.
We are not responsible for any issues, losses, or liabilities arising from your use of a wallet, including but not limited to malfunctions, breaches, or incompatibilities with our Services.
The Ecosystem provides two primary categories of participation: (a) Signal Discovery, and (b) Depositing. Each is described below.
Signal Discovery
Participants may use the Company’s open-source software library (the “Library”) to discover predictive trading signals (“Signals”) through automated search. Signal discovery involves the following activities:
Registration. To participate, you must register a compatible self-custodial wallet with the Ecosystem. Registration is free and does not require any monetary contribution.
Data Access. Upon registration, participants may download pre-computed market data (“Features”) provided by the Company. Features are curated, processed, and obfuscated by the Company and do not constitute raw market data. The Company retains full discretion over which Features are made available and may modify, add, or remove Features at any time without notice.
Signal Search. Participants use the Library to construct and evaluate mathematical expressions (“Expressions”) that combine Features and transformation functions. The Library runs entirely on the participant’s own hardware. The Company does not provide computational resources for Signal search.
Signal Submission. Expressions that meet locally-evaluated quality thresholds may be submitted to the Company’s servers for independent validation. The Company applies its own proprietary validation criteria to determine whether a submitted Signal is accepted. The Company’s validation criteria, including any thresholds, evaluation periods, and acceptance conditions, are determined at the Company’s sole discretion and are not disclosed to participants. The Company reserves the right to reject any submission for any reason.
Strategy Search. Participants who have demonstrated sustained contribution to the Ecosystem, as determined by criteria set at the Company’s sole discretion, may become eligible to construct strategies (“Strategies”) that combine multiple accepted Signals. Strategies are subject to the same submission and validation process as Signals.
Eras. The Ecosystem operates in versioned periods (“Eras”). Each Era defines the available Features, transformation functions, validation parameters, and evaluation periods. The Company may transition to a new Era at any time, which may change any or all of these parameters. Participants are responsible for adapting to Era changes.
Signal Discovery Compensation
Participants whose Signals or Strategies are accepted through the Company’s validation process may receive compensation in the following forms:
USDC Payments. The Company may pay USDC to participants for accepted Signals and Strategies. Payment amounts are calculated according to formulas determined by the Company at its sole discretion and may vary by Era. USDC payments constitute compensation for the participant’s labour in discovering Signals and are not a return on any investment. The Company does not guarantee any minimum payment amount, and the availability of USDC payments is subject to treasury funding at all times.
FORAGE Token Airdrops. The Company may, at its sole discretion, distribute FORAGE tokens to top-performing participants based on periodic leaderboard rankings. FORAGE airdrops are voluntary, discretionary rewards and are not contractually owed to any participant. The quantity, frequency, eligibility criteria, and distribution methodology of FORAGE airdrops are determined entirely by the Company or by governance processes and may change at any time without notice. FORAGE airdrops do not constitute labour compensation, salary, wages, or any guaranteed entitlement.
No Guarantee of Compensation. Participation in the Ecosystem does not guarantee any compensation. The Company reserves the right to modify, suspend, or discontinue any compensation programme at any time and for any reason, including but not limited to changes in treasury funding, protocol economics, or regulatory requirements.
Depositing
Participants may deposit supported stablecoins (such as USDC) into the Ecosystem in exchange for RISKUSDC tokens. Depositing is subject to the following conditions:
RISKUSDC. RISKUSDC is a non-yielding token minted at a 1:1 ratio upon deposit of USDC. RISKUSDC does not appreciate in value and does not earn yield. RISKUSDC may be redeemed for USDC at a 1:1 ratio, subject to any applicable cooldown periods and reserve requirements as determined by the Company.
atRISKUSDC (HIGH-RISK). atRISKUSDC is a HIGH-RISK product. Participants who hold RISKUSDC may, as a separate and voluntary action, stake their RISKUSDC into the atRISKUSDC vault in exchange for atRISKUSDC shares. atRISKUSDC is a yield-bearing token whose exchange rate relative to RISKUSDC may fluctuate based on the performance of the Ecosystem’s trading activities. Participation in the atRISKUSDC vault involves substantial risk, including the risk of partial or total loss of the principal value contributed. The Company makes no guarantees regarding the performance, yield, or value of atRISKUSDC. Lock-up periods and other conditions may apply to atRISKUSDC, as determined by the Company. Access to atRISKUSDC is restricted from Restricted Jurisdictions including the United States, every member state of the European Union, and the Republic of Singapore.
FORAGE Airdrops for Depositors. The Company may, at its sole discretion, airdrop FORAGE tokens to RISKUSDC depositors. Such airdrops are discretionary and are not guaranteed.
General Participation Terms
No Employment or Agency Relationship. Participation in the Ecosystem, including Signal discovery and depositing, does not create an employment, agency, partnership, or joint venture relationship between you and the Company.
Suspension and Restriction. The Company reserves the right to suspend, restrict, or terminate any participant’s access to the Ecosystem at any time, including imposing temporary or permanent submission restrictions for conduct that the Company determines, in its sole discretion, violates these Terms or is otherwise detrimental to the Ecosystem.
Modification of Terms. The Company reserves the right to modify any aspect of the participation opportunities described in this section, including eligibility criteria, compensation structures, validation processes, and available Features, at any time without prior notice.
Fees
When using the Service, you may be required to deposit or otherwise provide supported digital assets within the Protocol in order to participate in certain functionalities of the Ecosystem. For example, users may deposit USDC or other supported digital assets (the “Participation Tokens”) into the Protocol in order to mint, receive, or interact with protocol tokens such as RISKUSDC or other Tokens made available through the Platform.
Gas Fees
Gas fees are the costs required to perform transactions on the blockchain network. These fees are determined by the network’s gas limit and gas price. You are solely responsible for paying all gas fees associated with any transaction you initiate on the Ethereum network or other networks supported by the Ecosystem. Gas fees are payable directly to the network and are not retained by the Company. The amount of gas fees may vary based on network demand and congestion at the time of the transaction.
Transaction Fees
In addition to gas fees, you may be responsible for paying transaction fees associated with activities within the Ecosystem, such as staking, liquidity contributions, or token transfers. These fees, if applicable, will be communicated at the time of the transaction and are subject to change at the Company’s sole discretion.
Payment Methods and Conditions
Payments within the Ecosystem are facilitated through blockchain transactions and completed via smart contracts. These transactions occur directly between participants without the Company acting as an intermediary.
The Company may employ third-party payment services or platforms (“Designated Payment Methods”) for certain functionalities. You are responsible for ensuring sufficient funds or cryptocurrency in your wallet to complete transactions using these methods.
By making a payment, you agree to:
Pay any taxes or duties associated with the transaction, including sales, use, or value-added taxes, as required by applicable law.
Accept that all transactions are non-refundable unless required by applicable law or explicitly stated otherwise in these Terms.
Acknowledge that fluctuations in cryptocurrency values at the time of payment may impact the transaction.
Taxes
You are solely responsible for declaring and paying any applicable local taxes, duties, or assessments related to your use of the Service or transactions conducted within the Ecosystem.
Pricing and Adjustments
The Company reserves the right to determine and modify pricing for services and fees within the Ecosystem at its sole discretion. All efforts are made to ensure accurate descriptions and pricing, but the Company reserves the right to refuse or cancel transactions at any time due to errors in pricing, service availability, or suspected unauthorised or illegal activity.
Refund and Cancellation Policy
All payments made within the Ecosystem, including but not limited to gas fees, transaction fees, and other associated costs, are non-refundable and final unless otherwise required by applicable law or explicitly specified by the Company. Cancellations are not permitted once transactions are initiated on the blockchain.
Use within the Ecosystem
As part of the Service, the Company may make available to you certain datasets, including but not limited to obfuscated feature matrices, universe masks, vocabulary files, backtester binaries, evaluation statistics, and associated metadata (collectively, “Downloaded Data”). Downloaded Data is provided in an obfuscated, encrypted, or compiled format and is designed exclusively for use within the Ecosystem.
Permitted Uses
You may use the Downloaded Data solely for the following purposes:
evaluating, constructing, and testing signal expressions and strategies within the Ecosystem using the tools and software provided by the Company;
submitting signals and strategies to the Company for validation and evaluation through the Service;
analysing evaluation statistics, performance metrics, and other feedback provided in connection with your submitted signals; and
any other use expressly authorised by the Company in writing.
Prohibited Uses
You must not, and must not attempt to:
reverse-engineer, decompile, disassemble, or otherwise attempt to derive the underlying algorithms, canonical names, data sources, exchange identifiers, vendor identifiers, aggregation methods, or any other proprietary information from the Downloaded Data, compiled binaries, or any other component of the Service;
reconstruct, de-anonymise, or re-identify the chronological ordering of time steps, the identity of instruments, or any other information that has been obfuscated or encrypted in the Downloaded Data;
copy, reproduce, redistribute, publish, sell, sublicence, or otherwise make the Downloaded Data (whether in its original or any derived form) available to any third party;
share, transfer, or disclose any cryptographic keys, seed values, decryption credentials, or authentication tokens provided to you in connection with the Downloaded Data;
use the Downloaded Data for any purpose outside the Ecosystem, including but not limited to independent trading, portfolio construction, academic research, or commercial exploitation, without the prior written consent of the Company;
correlate or cross-reference the Downloaded Data with external market data, public data sources, or any other datasets for the purpose of circumventing the obfuscation or encryption measures applied by the Company; or
extract, scrape, or systematically download the Downloaded Data in a manner that exceeds what is reasonably necessary for your permitted use within the Ecosystem.
Confidentiality and Security
You acknowledge that the Downloaded Data contains confidential and proprietary information belonging to the Company. You agree to maintain the confidentiality of the Downloaded Data and to implement reasonable security measures to prevent unauthorised access, disclosure, or use. You must not store the Downloaded Data on any publicly accessible system or transmit it over unsecured channels.
Forensic Traceability
You acknowledge and agree that the Downloaded Data may contain unique, per-user cryptographic identifiers that enable the Company to trace the origin of any unauthorised disclosure or redistribution. In the event that Downloaded Data attributable to your account is found to have been disclosed, redistributed, or misused in breach of these Terms, such traceability shall constitute prima facie evidence of a breach by you, and you bear the burden of demonstrating that the disclosure was not caused by your act or omission.
Licence Limitations
The licence granted to you under these Terms with respect to the Downloaded Data is limited, personal, non-exclusive, non-assignable, non-sublicensable, non-transferable, and revocable. The Downloaded Data is provided on a per-era basis and is subject to change, rotation, or revocation at the Company’s sole discretion. The Company reserves the right to modify, suspend, or terminate your access to the Downloaded Data at any time, with or without notice, including in the event of a suspected breach of these Terms.
Data Retention
Upon termination of your access to the Service or upon request by the Company, you must promptly delete all copies of the Downloaded Data in your possession or control and, if requested, certify such deletion in writing.
By using the Service, you hereby represent, warrant, and/or undertake the following:
Legality and Compliance:
You are not a citizen, resident, or located in a jurisdiction whose laws prohibit the use, purchase, sale, transfer, or holding of the Tokens or the use of the Service.
You are not a citizen, resident, or located in any Restricted Jurisdiction (as defined in the Exclusions section below) or any other jurisdiction where the use of the Service or Token is restricted by applicable law.
You are at least 18 years of age or the age of majority in your jurisdiction, and your use of the Service complies with all applicable laws and regulations.
Use of Service and Tokens:
Your use of the Service and the Tokens is for its intended purpose within the Ecosystem and does not constitute or result in a breach, default, or violation of any applicable law, regulation, or agreement to which you are a party.
You acknowledge that the Tokens do not confer any ownership interest, equity, shareholding, or other proprietary rights in the Company or any other legal entity, and do not entitle holders to any claim to profits, revenues, dividends, or other financial returns from the Company. Certain Tokens (such as FORAGE) provide protocol-level governance functionality, including the ability to vote on proposals relating to protocol parameters, treasury allocations, or other technical or operational matters; such governance rights relate solely to the operation of the Protocol and do not constitute equity-style voting rights, shareholder rights, or any form of ownership or control over the Company or any other entity.
Blockchain Knowledge and Assumption of Risk:
You have sufficient knowledge and experience in blockchain technologies and digital assets to evaluate the risks associated with the Tokens and the Service.
You have conducted your own independent assessment of the Service and the Tokens and have not relied on any representation, warranty, or statement from the Company that is not expressly set out in these Terms.
Prohibited Activities:
You will not use the Service or the Tokens for any unlawful, misleading, fraudulent, or unauthorised purposes, including activities related to money laundering, terrorist financing, or other illicit financial activities.
You will not attempt to reverse-engineer, tamper with, or otherwise interfere with the technology, smart contracts, or other features of the Service.
You will not impersonate any entity or individual or misrepresent your affiliation with any person or entity while using the Service.
Digital Assets and Funds:
The funds, cryptocurrencies, or other assets you use in connection with the Tokens are not derived from illegal activities and do not violate any applicable laws or regulations.
You understand and accept that blockchain transactions, including the purchase, sale, and transfer of the Tokens, are irreversible and final.
Community Conduct:
You will not post or transmit harmful, defamatory, obscene, or discriminatory material through the Service or engage in behaviour that disrupts the intended use of the Ecosystem.
You will not upload, store, or share content that infringes on the intellectual property or privacy rights of others.
Liability and Indemnification:
You agree to indemnify and hold the Company harmless from any losses, damages, or liabilities arising out of or related to your use of the Service in breach of these Terms.
You acknowledge that the Company is not liable for any losses resulting from your use of the Service, including losses arising from unauthorised access to your wallet, errors in transactions, or changes in the value of the Tokens.
Additional Representations for Entities (if applicable):
If you are using the Service on behalf of an organisation or entity, you warrant that you are authorised to bind the entity to these Terms and that the entity complies with all applicable laws and regulations.
You must not misrepresent the functionalities or intended use of the Service or the Tokens to your customers or affiliates.
You are not permitted to use the Service, including participation in the Ecosystem or any activities involving the Token, if you are located in or a resident of any Restricted Jurisdiction. The “Restricted Jurisdictions” comprise:
the United States of America (including its territories and possessions);
each member state of the European Union;
the Republic of Singapore;
any jurisdiction subject to comprehensive sanctions administered by the United States Office of Foreign Assets Control (“OFAC”), including without limitation Cuba, Iran, North Korea, Syria, the Crimea, Donetsk, and Luhansk regions of Ukraine, and the Russian Federation insofar as comprehensive sanctions apply; and
any other jurisdiction in which the use of the Service or the Token is prohibited or restricted by applicable law or regulation, including jurisdictions subject to sanctions or restrictions imposed by the United Nations, the United States, the European Union, the United Kingdom, the Monetary Authority of Singapore, or other relevant authorities.
The Company may update the Restricted Jurisdictions list from time to time at the Company’s discretion to reflect regulatory developments and operational decisions; updates will be reflected in these Terms or in the AUP.
You are deemed to have breached these Terms if you attempt to circumvent, by any means (including providing false or misleading information about your location, using a virtual private network, proxy, anonymizer, or other tool to mask your jurisdiction), the restrictions imposed on persons located in a Restricted Jurisdiction. Any attempt to use the Service while located in a Restricted Jurisdiction may result in the immediate suspension of your access and the forfeiture of any Tokens or other digital assets associated with your account, at the Company’s sole discretion.
Restricted Activities
Your use of the Service or Tokens may be restricted if, in the Company’s sole discretion, we determine that:
You are using the Service for unlawful or illicit purposes, including but not limited to money laundering, terrorist financing, or other illegal activities;
You have engaged in fraudulent activity or attempted to misuse the Service;
You have acquired Tokens or other assets through unauthorised or inappropriate means, such as stolen funds;
You or your wallet address are identified on sanctions lists administered by authorities such as the U.S. Office of Foreign Assets Control (OFAC), the United Nations Security Council, the European Union, His Majesty’s Treasury (United Kingdom), or any other competent sanctions authority;
Your use of the Service violates any applicable law, regulation, or these Terms.
The Company reserves the right to restrict your access to the Service, freeze associated accounts, or take other actions as required to ensure compliance with applicable laws, regulations, or sanctions.
Compliance with Sanctions
The Service and the Ecosystem operate in compliance with applicable economic sanctions laws and regulations. You represent and warrant that:
You are not located in, under the control of, or a national or resident of any country subject to economic sanctions or embargoes, including but not limited to Cuba, Iran, North Korea, Sudan, Syria, or any other jurisdiction designated as a Restricted Jurisdiction by applicable authorities;
You are not listed on any sanctions-related lists, including OFAC’s Specially Designated Nationals List, the U.S. Commerce Department’s Denied Persons List, or any equivalent sanctions lists maintained by other regulatory authorities;
You will not use the Service to transfer or supply Tokens to individuals or entities in Restricted Jurisdictions or subject to sanctions restrictions.
The Company reserves the right to take any necessary actions, including restricting access to the Service or reporting to authorities, to ensure compliance with sanctions laws.
The Company is not responsible for any losses, whether direct or indirect, incurred as a result of complying with applicable laws, regulatory requirements, or orders issued by government authorities. Access to the Service and engagement with the Ecosystem is subject to compliance with these restrictions and any applicable sanctions laws.
All content, text, graphics, logos, icons, photos, audio, videos, visual interfaces, designs, data, computer code, products, software, and other materials made available on or through the Ecosystem and associated services (collectively, the “Content”) are owned or licensed by the Company and are protected by applicable copyright, trademark, and other intellectual property laws worldwide. This includes the overall “look and feel” of the Service, such as page headers, button icons, and scripts.
You are granted a limited, non-exclusive, non-transferable, and revocable right to access and use the Content solely for your personal use and only as necessary to access and interact with the Service in accordance with these Terms. Except as expressly permitted by the Company, you are not authorised to copy, reproduce, distribute, modify, create derivative works from, publicly display, or otherwise exploit the Content in any manner. Unauthorised use of the Content is strictly prohibited and may result in the termination of your access to the Service and legal action, where applicable.
You may download or review the Content strictly for non-commercial purposes only, for which we grant you a limited, personal, non-exclusive, non-assignable, non-sublicensable, non-transferable and revocable licence for that purpose, subject to your complete and ongoing compliance with these Terms. You are not permitted to publish, manipulate, distribute or otherwise reproduce, in any format, any of the Content or copies of the Content supplied to you or which appears on the Service nor use any such Content in connection with any business or commercial enterprise. We reserve the right to terminate the limited license granted by us if there is any unauthorised use of the Content.
We own (and are entitled to enforce) all proprietary rights in the Service, and in all Content, copyright, trademarks, trade names, service marks and other intellectual property rights related thereto. We reserve the right, with or without notice, at any time and in our sole discretion to block access to and/or terminate the accounts of any user who infringes or is alleged to infringe any copyrights or other intellectual property rights.
No Advice Provided
The information provided through the Service, including any content or materials available on the Ecosystem, is strictly for general informational purposes only and does not constitute financial, legal, tax, investment, or any other form of advice.
No Guarantees or Warranties
We make no guarantees, representations, or warranties, whether express or implied, regarding the Service, including its functionality, reliability, or suitability for any purpose. You acknowledge that your use of the Service is at your own risk, and we disclaim all liability for any decision made or action taken in reliance on the information available on the Service.
Blockchain and Token Disclaimers
We do not guarantee the reliability, functionality, or security of the Ethereum blockchain or any other blockchain used in connection with the Tokens or the Ecosystem.
The Tokens are utility tokens designed exclusively for use within the Ecosystem and do not confer any ownership, equity, securities, or entitlement to profits, income, or financial distributions from the Company. Certain Tokens (such as FORAGE) provide protocol-level governance functionality (for example, voting on proposals relating to protocol parameters or treasury allocations); such governance functionality is solely a feature of the Protocol and does not constitute equity-style voting rights or any form of ownership in the Company.
The Tokens do not constitute securities, debt instruments, units in a collective investment scheme, or any regulated financial product.
Conduct of Users
We are not responsible for the conduct of any users of the Service. You agree to take all necessary precautions in your interactions within the Ecosystem. We disclaim all liability for any losses or damages arising from user interactions or misuse of the Service.
No Facilitation of Payments or Secondary Sales
The Service does not process payments, facilitate transfers of monetary value, or oversee any secondary market transactions involving Tokens.
Users are solely responsible for their use, transfer, or holding of Tokens and any resulting consequences, including losses related to the Ethereum blockchain.
Accuracy of Information
The information and materials accessed through the Service are based on available data, which may not be complete, accurate, or up to date. We make no representations regarding the completeness, accuracy, or suitability of the information for any particular purpose.
Users should conduct their own independent investigations and obtain professional advice tailored to their circumstances before relying on any information provided through the Service.
No Responsibility for Losses
We are not responsible for losses or damages, whether direct or indirect, arising out of your use of the Tokens, the Ecosystem, or any blockchain technology.
This includes, but is not limited to, losses resulting from errors, network failures, unauthorised access, hacking, or regulatory changes affecting the use of blockchain technology or digital tokens.
Regulatory Status
OpenForage is not regulated or licensed under the Securities and Futures Act 2001 (SFA) or the Payment Services Act 2019 (PSA) in Singapore, nor under any equivalent regulated-activities regime in any other jurisdiction.
The Tokens do not constitute e-money, digital payment tokens, or any other regulated payment instrument.
Limitations by Jurisdiction:
The Service may not be available in certain jurisdictions due to regulatory or legal restrictions, including the Restricted Jurisdictions enumerated in the Exclusions section. You are responsible for ensuring compliance with the laws of your jurisdiction when accessing or using the Service.
Forward-Looking Statements
Any statement on the Service or in any communication issued by the Company that is not a statement of historical fact, including without limitation any statement regarding the Company’s plans, intentions, expectations, projections, decentralization trajectory, future products, future tokenomics, or future Ecosystem features, is a forward-looking statement. Forward-looking statements are not promises or guarantees. Actual outcomes may differ materially from forward-looking statements as a result of factors beyond the Company’s control, including market conditions, regulatory developments, technological developments, security events, and the operational realities of the Ecosystem. The Company assumes no obligation to update any forward-looking statement, except as required by applicable law.
By participating in the Ecosystem or using the Tokens, you acknowledge and accept the following risks:
Loss of Access to Tokens
A private key, or a combination of private keys, is necessary to control and dispose of the Tokens stored in your self-custodial digital wallet. Loss of the requisite private key(s) associated with your wallet will result in the irreversible loss of your Tokens.
If any third party gains access to your private key(s), including by accessing your login credentials or exploiting vulnerabilities in your wallet, they may misappropriate your Tokens without recourse.
Errors or malfunctions in the wallet you use to store Tokens, or your failure to properly maintain or use such a wallet, may result in the loss of your Tokens. Transactions in the Tokens are irreversible, and losses due to accidental or fraudulent transactions may not be recoverable. For example, sending Tokens to an incorrect address may result in permanent loss.
Blockchain-Related Risks
The Tokens operate on the Ethereum blockchain and are subject to the inherent risks of decentralised blockchain systems. These include:
Mining or validator attacks, such as double-spend attacks, majority mining power attacks, or selfish-mining attacks, which could compromise the integrity of Token transactions.
Network vulnerabilities, forks, and changes to cryptographic protocols or consensus mechanisms that may impact the functionality and security of the Tokens.
Any successful attack on the Ethereum blockchain or significant network congestion may delay or invalidate transactions involving Tokens.
Hacking and Security Weaknesses
Hackers or malicious entities may attempt to exploit vulnerabilities in the Ecosystem or the Ethereum blockchain, including through attacks such as malware, phishing, denial of service, consensus-based attacks, or Sybil attacks.
As the Ecosystem is built on decentralised, open-source software, there is a risk of unintentional or intentional introduction of vulnerabilities, including weaknesses in smart contract code, which could result in loss of functionality or value for Tokens.
Although the Company implements commercially reasonable security measures, the Company cannot guarantee protection against all cybersecurity threats.
Venue Concentration Risk
The Ecosystem’s trading operations may rely on a limited number of execution venues (including, without limitation, Hyperliquid). A regulatory action against, exploit of, liquidity crisis at, or operational failure of any such venue may interrupt the Ecosystem’s trading activities, delay redemptions, or impair the value of atRISKUSDC. The Company maintains contingency plans for venue concentration but cannot guarantee that a fallback venue will be immediately available in all circumstances.
Market-Related Risks
Tokens are utility tokens designed exclusively for use within the Ecosystem and are not intended as financial instruments. However, third-party exchanges may facilitate trading of the Tokens, and such markets may be unregulated and subject to volatility.
The external value of Tokens, if any, may fluctuate significantly or diminish entirely. The Company does not guarantee liquidity or secondary market value for Tokens.
Uninsured Losses and No Reserve Fund
Unlike traditional financial instruments or accounts, Tokens are not insured by any public or private insurance scheme. The Company does not maintain a reserve fund, insurance pool, or other dedicated mechanism to compensate for User losses. Any voluntary loss-coverage actions taken by the OpenForage governance treasury are discretionary, governance-approved, capped, and not contractually owed to any User. In the event of loss, theft, or diminution of value, there is no recourse unless you independently secure insurance coverage.
Team Dependency Risk
12A. The Ecosystem currently depends on a small operational team for software development, infrastructure operation, parameter tuning, and protocol governance support. Operational continuity, including the availability and quality of the Service, is materially affected by the team’s continued engagement. The Company is pursuing a published trajectory of progressive decentralization through governance, including the transfer of operational authority to FORAGE governance over time; however, until that decentralization is complete, the team-dependency risk remains material. There is no guarantee that the decentralization trajectory will be completed on any specific timeline, or at all.
Regulatory Risks
The regulatory status of blockchain technology and tokens remains uncertain in many jurisdictions and is rapidly evolving. Regulatory changes or enforcement actions — including without limitation those arising from the United States Guiding and Establishing National Innovation for U.S. Stablecoins (“GENIUS”) Act, the European Union Markets in Crypto-Assets Regulation (“MiCA”), guidance and enforcement positions adopted by the Monetary Authority of Singapore (“MAS”), and equivalent regulatory regimes in any other jurisdiction — could impact OpenForage, the Tokens, or your ability to use the Ecosystem.
The Company may cease operations in certain jurisdictions if regulatory changes make it illegal or commercially unviable to continue providing the Service in those areas.
Taxation Risks
The tax implications of acquiring, holding, and using Tokens vary by jurisdiction. You are solely responsible for consulting with tax advisors and complying with applicable tax laws, which may include withholding taxes, income taxes, and reporting obligations.
Company Disruption Risks
The Ecosystem may face disruptions due to unfavourable market conditions, technological challenges, intellectual property disputes, or other commercial factors. These disruptions could impact the availability, utility, or functionality of Tokens.
While the Company will take reasonable steps to mitigate operational risks, there is no guarantee that such measures will prevent all disruptions.
Unanticipated Risks
Cryptographic tokens like Tokens represent evolving technology. In addition to the risks identified above, there may be other unanticipated risks associated with your acquisition, holding, or use of Tokens. These risks may arise from unforeseen circumstances or as combinations of the risks described in these Terms.
The Service may include references, links, or connections to third-party websites, platforms, resources, products, services, or content, including but not limited to smart contracts, tools, or applications developed or operated by third parties. Third parties may also offer promotions, discounts, or other incentives related to the Service or the Tokens. We do not control, monitor, or review the resources, products, services, or content provided by third parties, nor do we endorse or assume any responsibility for their activities, offerings, or promotions.
If you choose to access, use, or interact with such third-party resources, products, services, or content, or participate in any third-party promotions, you do so entirely at your own risk. You expressly waive and release the Company and its affiliates from any and all liability arising from your use of or reliance on third-party resources, products, services, content, or promotions.
Furthermore, you acknowledge and agree that we are not responsible or liable, directly or indirectly, for any loss or damage, including any alleged loss or damage, resulting from your interactions with or reliance on such third-party offerings or content.
Nothing in these Terms shall create or be deemed to create a partnership, an agency or a relationship of employer and employee between you and us.
You hereby agree to defend, indemnify, and hold harmless to the fullest extent the Service, the Company, its parents, subsidiaries, and affiliates, and each of their respective officers, directors, employees, agents and advisors from and against any and/or all claims, liabilities, costs, demands, causes of action, damages and expenses including but not limited to attorneys’ fees and expenses, arising out of a breach by you or any user of your account of these Terms or arising out of a breach of your obligations, representation and warranties under these Terms.
Where you are an entity, you agree to defend, indemnify, and hold harmless to the fullest extent the Service, the Company, its parents, subsidiaries, and affiliates, and each of their respective officers, directors, employees, agents and advisors from and against any and/or all claims, liabilities, costs, demands, causes of action, damages and expenses including but not limited to attorneys’ fees and expenses, arising out of the breach of these Terms by your representatives or officers.
The Service is provided on an “AS IS” and “AS AVAILABLE” basis. We make no representation on the Service or the Tokens.
We make no warranty or representation and disclaim all responsibility and liability for:
the completeness, accuracy, availability, timeliness, security or reliability of the Service or any Content;
any harm to your computer system, loss of data, or other harm that results from your access to or use of the Service or any Content;
the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Service; and
whether the service will meet your requirements or be available on an uninterrupted, secure, or error-free basis.
To the maximum extent permitted under applicable law, we also DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
WE DO NOT CONTROL OR DIRECT THE ACTIONS OR CONDUCT OF THIRD PARTIES, INCLUDING USERS, THIRD-PARTY LOGISTICS PROVIDERS, OR OTHER ENTITIES INTERACTING WITH THE SERVICE OR THE TOKENS. WE ARE NOT RESPONSIBLE FOR THEIR ACTIONS OR CONDUCT (WHETHER ONLINE OR OFFLINE) OR FOR ANY CONTENT THEY SHARE (INCLUDING OFFENSIVE, INAPPROPRIATE, OBSCENE, UNLAWFUL, OR OTHER OBJECTIONABLE CONTENT).
BLOCKCHAIN TECHNOLOGY INHERENTLY INVOLVES RISKS, INCLUDING NETWORK DELAYS, TRANSACTION FAILURES, AND SMART CONTRACT VULNERABILITIES, WHICH MAY RESULT IN LOSS OR DELAYS IN ACCESS TO THE TOKENS OR THE SERVICE. WE DISCLAIM LIABILITY FOR ANY SUCH INCIDENTS TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
WE CANNOT GUARANTEE THAT THE SERVICE OR THE TOKENS WILL BE ERROR-FREE OR UNINTERRUPTED. ACCORDINGLY, OUR LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. UNDER NO CIRCUMSTANCES WILL OPENFORAGE COMPANY, S.A., ITS AFFILIATES, SUBSIDIARIES, RELATED ENTITIES, DIRECTORS, PARTNERS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE (DIRECTLY OR INDIRECTLY) TO YOU, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY), OR OTHERWISE, FOR:
ANY DIRECT OR INDIRECT ECONOMIC OR FINANCIAL LOSS OR DAMAGE, INCLUDING LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, REPUTATION, INFORMATION, OR DATA;
CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR INCIDENTAL DAMAGES;
LOSSES RESULTING FROM USER ERRORS, INCLUDING INCORRECT WALLET ADDRESSES OR LOSS OF PRIVATE KEYS.
THESE LIMITATIONS APPLY REGARDLESS OF WHETHER WE HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH LOSSES.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY DISPUTE YOU HAVE WITH A THIRD PARTY ARISING OUT OF YOUR USE OF THE SERVICE, INCLUDING BUT NOT LIMITED TO TRANSACTIONS INVOLVING TOKENS, IS SOLELY BETWEEN YOU AND SUCH THIRD PARTY. YOU HEREBY IRREVOCABLY RELEASE OPENFORAGE COMPANY, S.A. AND ITS AFFILIATES, SUBSIDIARIES, RELATED ENTITIES, DIRECTORS, PARTNERS, OFFICERS, EMPLOYEES, OR AGENTS FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
Neither party shall be liable for any delay or failure in performance of its obligations under these Terms (other than your obligation to comply with applicable law and to refrain from prohibited activities) where such delay or failure arises from circumstances beyond that party’s reasonable control. Such circumstances include, without limitation: (a) acts of God, fire, flood, earthquake, severe weather, or other natural disasters; (b) war, terrorism, civil unrest, or government action; (c) failure, outage, exploit, or regulatory action affecting any blockchain network on which the Service relies, including the Ethereum blockchain; (d) failure, outage, exploit, regulatory action, liquidity crisis, or operational discontinuance of any third-party execution venue, oracle, custodian, settlement provider, or infrastructure service on which the Ecosystem’s trading or settlement activities depend (including, without limitation, Hyperliquid or any other venue); (e) chain split, hard fork, mempool congestion, gas-price extremity, or other blockchain-network event; (f) smart-contract exploit, oracle desynchronization, or governance attack; (g) sanctions-list change, regulatory direction, or court order; and (h) failure of internet, telecommunications, or cloud-infrastructure providers.
The Company reserves the unfettered right to modify the Service with or without notice. You agree that the Company shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service. You are responsible for regularly reviewing the content to obtain timely notice of such amendments.
No person who is not a party to these Terms shall acquire any rights under it or be entitled to benefit from it even if that person has relied on any such term or has indicated to any party to these Terms its assent to any such term.
These Terms, and any dispute, controversy, or claim arising out of or in connection with these Terms or the Service (including any question regarding their existence, validity, formation, or termination), shall be governed by and construed in accordance with the laws of the Republic of Panama, without regard to its conflict-of-laws principles.
The parties shall first attempt to resolve any dispute, controversy, or claim arising out of or in connection with these Terms internally through good-faith negotiations. The party raising the dispute shall provide written notice to the other party describing the matter; the parties shall thereafter participate in good-faith discussions for a period of not less than thirty (30) days from the date of notice.
If a dispute is not resolved through good-faith negotiations within the thirty (30)-day period, the dispute shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the SIAC for the time being in force. The seat of the arbitration shall be Singapore. The tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be English. The award rendered by the tribunal shall be final and binding on the parties.
Class-Action Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND THE COMPANY EACH AGREE THAT ANY DISPUTE-RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. NEITHER YOU NOR THE COMPANY MAY ACT AS A CLASS REPRESENTATIVE OR PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR IN CONNECTION WITH THESE TERMS. THE ARBITRATOR HAS NO AUTHORITY TO ARBITRATE ANY CLAIM ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS.
Notwithstanding the foregoing, the Company may apply to any court of competent jurisdiction for interim or injunctive relief without breach of this dispute-resolution provision.
The Company does not warrant that your access to and usage of the Service or the Ecosystem will always be safe, seamless, or free from disruptions. The Service may encounter delays, errors, service disruptions, network congestion, timeouts, or other performance issues (collectively, “Disruptions”). The Company disclaims liability for any claims, costs, or damages, whether known or unknown, that may arise from such Disruptions, including those caused by blockchain network failures or Ethereum congestion.
You undertake not to use the Service for any unlawful or criminal activities, including but not limited to fraudulent transactions, money laundering, or terrorist financing. You agree to indemnify, defend, and hold the Company and its directors, officers, employees, and agents harmless from any loss, liability, claim, or demand arising out of or in connection with your use of the Service, your breach of these Terms, or your violation of applicable laws.
The headings used in these Terms are for convenience only and shall not affect their interpretation.
You shall not assign or purport to assign any of your rights or obligations under these Terms without the prior written consent of the Company, and any such assignment or purported assignment shall be null and void.
If any provision of these Terms is found to be illegal, invalid, or unenforceable under the law of any jurisdiction, the remaining provisions shall not be affected or impaired and shall remain in full force and effect.
No failure or delay by the Company in exercising any right or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude any other or further exercise of it.
Notices. Notices to the Company under these Terms shall be sent by email to legal@openforage.ai (or such other address as the Company may publish on the Website from time to time) and are deemed received on the next business day after transmission, provided no bounce-back is received. Notices to you may be given by (a) email to any address you have associated with your use of the Service, (b) in-app notification through the Service, or (c) posting on the Website; notices to you are deemed received on the date sent or posted, whichever is earlier. The Company may rely on the most recent contact information you have provided.
These Terms constitute the entire agreement between you and the Company relating to your use of the Service and the Tokens, superseding any previous written or oral agreements. No representations, warranties, or agreements other than those expressly set out in these Terms shall apply.
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