Terms of Service

1. Acceptance of Terms

By accessing or using the AlfaDAO platform ("Platform"), located at alfadao.xyz, including any associated websites, applications, smart contracts, or services (collectively, the "Services"), you ("User," "you," or "your") agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you must not access or use the Services.

These Terms constitute a legally binding agreement between you and AlfaDAO, an unincorporated community platform ("AlfaDAO," "we," "us," or "our").

We reserve the right to modify these Terms at any time. Material changes will be posted on the Platform with an updated "Last Updated" date. Your continued use of the Services after any modification constitutes acceptance of the revised Terms.

2. Eligibility

2.1 Age Requirement

You must be at least 18 years of age (or the age of majority in your jurisdiction, whichever is greater) to use the Services.

2.2 Legal Capacity

You represent that you have the legal capacity and authority to enter into these Terms and to use the Services in compliance with all applicable laws.

2.3 Restricted Jurisdictions

The Services are not available to persons or entities located in, incorporated in, or residents of any jurisdiction where the use of the Services would be illegal, prohibited, or subject to restrictions that would make use impracticable. Without limitation, the Services are not available to residents of:

• Jurisdictions subject to comprehensive U.S. OFAC sanctions (including, but not limited to, Cuba, Iran, North Korea, Syria, Belarus, and Myanmar)
• Any jurisdiction where participation would violate applicable securities, commodities, or other financial regulations

You are solely responsible for ensuring that your use of the Services complies with the laws of your jurisdiction.

2.4 Accredited Investor Acknowledgment

To the extent that any activities on the Platform involve the offer or sale of securities, participation may be limited to "accredited investors" as defined under Rule 501 of Regulation D of the U.S. Securities Act of 1933, or equivalent qualifications under applicable non-U.S. law.

By participating in any deal campaign or capital pooling activity on the Platform, you represent and warrant that you meet one or more of the following criteria:

• A natural person with individual net worth, or joint net worth with your spouse or spousal equivalent, exceeding $1,000,000, excluding the value of your primary residence
• A natural person with individual income exceeding $200,000 (or joint income exceeding $300,000) in each of the two most recent years, with a reasonable expectation of the same income level in the current year
• Holder of a valid Series 7, Series 65, or Series 82 license in good standing
• An entity with total assets exceeding $5,000,000, not formed for the specific purpose of acquiring the interests offered
• Any other qualifying criteria under Rule 501 of Regulation D

You further represent that you have sufficient knowledge and experience to evaluate the risks of participating in deal campaigns, that you can bear the complete economic risk of participation, and that AlfaDAO may require additional verification of accredited investor status at any time.

3. Description of Services

3.1 Platform Overview

AlfaDAO operates a community platform that:

• Provides NFT-based membership access
• Facilitates community discussion and information sharing about digital asset projects
• Enables members to participate in deal campaigns by contributing digital assets (USDC, USDT, or other supported assets)
• Distributes vested token allocations to campaign participants

3.2 NFT Membership

Access to certain features of the Platform requires ownership of an AlfaDAO membership NFT. The NFT serves as an access credential and does not represent: an equity interest in AlfaDAO or any affiliated entity; a right to dividends, profits, or revenue sharing; a security, investment contract, or financial instrument; or a claim on any assets of AlfaDAO.

3.3 Deal Campaigns

The Platform may present opportunities for members to contribute digital assets to deal campaigns. Each deal campaign operates under its own specific terms, which are presented at the time of the campaign and are incorporated into these Terms by reference.

4. Important Disclaimers

4.2 No Investment Adviser Relationship

AlfaDAO is not registered as an investment adviser with the U.S. Securities and Exchange Commission ("SEC"), any state securities authority, or any equivalent regulatory body in any jurisdiction. Use of the Platform does not create an investment advisory relationship. AlfaDAO does not provide personalized investment recommendations, manage your assets or portfolio, owe you a fiduciary duty, or guarantee any particular investment outcome.

4.3 No Broker-Dealer Relationship

AlfaDAO is not registered as a broker-dealer with the SEC or FINRA, or with any state securities authority. AlfaDAO does not execute trades on your behalf, hold securities for you, or provide brokerage services.

4.4 No Guarantees of Returns

ALFADAO MAKES NO GUARANTEES, REPRESENTATIONS, OR WARRANTIES REGARDING THE PERFORMANCE, PROFITABILITY, OR VALUE OF ANY TOKEN, DIGITAL ASSET, DEAL CAMPAIGN, OR INVESTMENT OPPORTUNITY PRESENTED ON THE PLATFORM. Past performance is not indicative of future results. You may lose some or all of your contributed capital.

4.5 Regulatory Status

AlfaDAO is not registered with the SEC, FINRA, the CFTC, FinCEN, or any state or foreign regulatory authority as a securities exchange, alternative trading system, broker-dealer, investment adviser, investment company, money transmitter, or in any other regulated capacity, except as expressly disclosed herein.

5. Risk Disclosures

Participation in deal campaigns involves significant risk, including but not limited to:

• Total Loss Risk: You may lose the entire amount of your contribution. Digital asset investments are speculative and high-risk.
• No Insurance: Your contributions and any token allocations are not insured by the FDIC, SIPC, or any other governmental or private insurance program.
• Illiquidity: Tokens received through deal campaigns may be subject to vesting schedules, lock-up periods, and transfer restrictions. There may be no liquid secondary market.
• Smart Contract Risk: Smart contracts may contain bugs or vulnerabilities resulting in loss of funds. Smart contracts are generally immutable once deployed.
• Regulatory Risk: The regulatory environment for digital assets is rapidly evolving. Changes in laws or enforcement practices could materially affect the value, transferability, and legality of digital assets or the Platform.
• Protocol and Project Risk: Projects featured in deal campaigns are early-stage and may fail entirely. Teams may abandon projects, mismanage funds, or engage in fraud.
• Custody Risk: Digital assets held in wallets are subject to risks including private key loss, hacking, and unauthorized access. AlfaDAO is not responsible for the security of your personal wallet.
• Taxation Risk: The tax treatment of digital assets varies by jurisdiction and is uncertain. You are solely responsible for your tax obligations.

By using the Services, you acknowledge that you have read, understood, and accepted all risks described in this Section and in the Risk Disclosure Notice available on the Platform.

6. User Obligations and Conduct

6.1 Compliance with Laws

You agree to comply with all applicable laws, regulations, and rules in your jurisdiction, including securities laws, tax laws, anti-money laundering laws, and sanctions regulations.

6.2 Accurate Information

You agree to provide accurate, current, and complete information when requested and to maintain the accuracy of such information.

6.3 Prohibited Activities

You agree not to:

• Use the Services for any unlawful purpose or in violation of these Terms
• Engage in money laundering, terrorist financing, sanctions evasion, or other financial crimes
• Misrepresent your identity, accredited investor status, residency, or any other material information
• Manipulate, front-run, or engage in market manipulation relating to any deal campaign or token
• Interfere with or disrupt the Services, smart contracts, or underlying blockchain networks
• Attempt to gain unauthorized access to the Platform, other users' accounts, or any related systems
• Use bots, scrapers, or automated tools to access the Services without prior written authorization
• Circumvent geographic restrictions, access controls, or verification requirements
• Infringe upon the intellectual property rights of AlfaDAO or any third party
• Use the Services on behalf of any person or entity in a restricted jurisdiction

6.4 Wallet Security

You are solely responsible for maintaining the security of your cryptocurrency wallet and private keys. AlfaDAO will never ask for your private keys, seed phrase, or wallet password.

7. Intellectual Property

All intellectual property rights in the Platform — including the website design, logos, trademarks, source code, algorithms, databases, text, graphics, and documentation — are owned by or licensed to AlfaDAO. These Terms do not grant you any right, title, or interest in AlfaDAO's intellectual property except for the limited right to access and use the Services in accordance with these Terms.

By submitting content through the Platform (including community channels or governance discussions), you grant AlfaDAO a non-exclusive, worldwide, royalty-free, perpetual, irrevocable license to use such content in connection with the Services.

8. Limitation of Liability

To the maximum extent permitted by applicable law, the total aggregate liability of AlfaDAO for all claims arising out of or relating to these Terms or the Services shall not exceed the greater of (a) the amount you paid to AlfaDAO in the twelve (12) months immediately preceding the event giving rise to the claim, or (b) one hundred U.S. dollars ($100).

9. Indemnification

You agree to indemnify, defend, and hold harmless AlfaDAO and its affiliates, members, contributors, agents, licensors, and service providers from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: your use of the Services; your violation of these Terms; your violation of any applicable law or regulation; any misrepresentation by you, including regarding your accredited investor status or jurisdiction; your participation in any deal campaign; or any tax liability arising from your activities on the Platform.

10. Dispute Resolution

10.1 Binding Arbitration

Any dispute, controversy, or claim arising out of or relating to these Terms, the Services, or the relationship between you and AlfaDAO shall be resolved exclusively through final and binding arbitration, rather than in court, except as set forth below.

10.2 Arbitration Rules

Arbitration shall be administered by JAMS under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator with expertise in blockchain technology and digital asset law. The arbitration shall be conducted remotely by videoconference or telephone, unless the parties agree otherwise. The Federal Arbitration Act, 9 U.S.C. sections 1–16, shall govern the interpretation and enforcement of this arbitration agreement.

10.3 Class Action Waiver

YOU AND ALFADAO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING.

10.4 Exceptions

Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights.

11. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Wyoming, United States, without regard to its conflict of law provisions. To the extent that litigation is permitted under these Terms, you consent to the exclusive jurisdiction and venue of the state and federal courts located in Laramie County, Wyoming.

12. Account Termination

You may cease using the Services at any time. Your obligations under these Terms survive termination.

AlfaDAO may, in its sole discretion, at any time and without prior notice, suspend or terminate your access to the Services or restrict your participation in deal campaigns for any reason, including violation of these Terms, suspected fraudulent or unlawful activity, regulatory requirements, or technical concerns. Upon termination, your right to access and use the Services immediately ceases, and AlfaDAO is not obligated to return or refund any contributions, fees, or digital assets.

13. Third-Party Services and Links

The Platform may integrate with or link to third-party services, protocols, smart contracts, decentralized exchanges, or platforms. AlfaDAO is not responsible for and makes no representations regarding any third-party services. Interactions with smart contracts are irreversible and final. AlfaDAO is not responsible for the performance, security, or outcome of any smart contract interaction, whether deployed by AlfaDAO or by third parties.

14. General Provisions

These Terms, together with the Privacy Policy, Risk Disclosure Notice, Cookie Policy, and any deal-specific terms, constitute the entire agreement between you and AlfaDAO regarding the Services. If any provision of these Terms is found to be invalid or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

You may not assign or transfer these Terms or any rights or obligations hereunder without AlfaDAO's prior written consent. AlfaDAO shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including blockchain network failures, smart contract exploits, cyberattacks, or internet service disruptions.

15. Contact Information

If you have any questions about these Terms, please contact us at: legal@alfadao.xyz
Website: alfadao.xyz

By using the AlfaDAO platform, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.