Aligned Terms and Conditions

About These Terms

These Terms constitute a legally binding agreement between you (you or derivatives thereof) and Aligned Foundation (us or derivatives thereof).

These Terms apply to your use of the Website including any data, information, and service available therein (including Aligned). These Terms supersede all prior oral and written agreements, discussions, and understandings between you and us with respect to its subject matter, and neither of the parties will be bound by any conditions, inducements, or representations other than as expressly provided for herein.

Changes to These Terms

We reserve the right to change these Terms from time to time and in our sole discretion. If we make changes, we will provide notice of such changes, such as by posting the revised version of these Terms on the Website. By continuing to access or use the Website or Aligned after the posted effective date of changes, you agree to be bound by the revised version. If you do not agree to the modified Terms, you must cease engaging with us and we likewise reserve the right to terminate our relationship with you.

Additional Terms

Supplemental terms and conditions or documents that may be posted on the Website from time to time, including but not limited to our Privacy Policy, are hereby expressly incorporated herein by reference and form part of these Terms.

Definitions

Capitalised terms not otherwise defined in the body of these Terms have the following meanings:

• ALIGN means the ALIGN cryptographic token.
• Aligned means the blockchain-based network protocol currently known as Aligned and accessed through the Website.
• Aligned Email means [email protected].
• Aligned Foundation means Aligned Foundation, a company registered in the Cayman Islands with number 416187.
• Aligned Project means the collective set of activities, technologies, and operations linked to Aligned.
• Business Restricted Jurisdiction means a jurisdiction where use of the Website, Aligned, or ALIGN is prohibited, restricted, or unauthorised by applicable law, decree, regulation, treaty, or administrative act.
• KYC means Know Your Customer.
• Privacy Policy means our privacy policy accessible on our Website here.
• Sanctioned Country means any country or territory subject to any Sanctions from time to time.
• Sanctioning Authority means: (a) the United States of America; (b) the Security Council of the United Nations; (c) the European Union and its member states; (d) the United Arab Emirates; (e) the United Kingdom; (f) the governmental agencies of any of the foregoing; and (g) any other relevant governmental authority with jurisdiction over the parties to these Terms.
• Sanctions means any economic or financial sanctions, trade embargoes, export controls, anti-terrorism laws or similar restrictive measures imposed, administered, or enforced from time to time by any Sanctioning Authority.
• Terms means these terms and conditions.
• Website means alignedlayer.com and includes all associated subdomains, any mobile applications, desktop applications, or browser extensions, any application programming interfaces, developer tools, documentation, and resources, community forums and communication channels, any testnet or mainnet interfaces, and any other media form, media channel, or website related, linked, or otherwise connected thereto.

1. Aligned and ALIGN

Aligned is a zero-knowledge infrastructure suite built on Ethereum, comprising wallets, rollups, interoperability, and proof aggregation.

ALIGN is the native utility token of Aligned and may be used exclusively to access Aligned.

ALIGN does not represent or constitute a payment instrument toward third parties, any ownership rights, intellectual property rights, shares or other equity interests, securities, financial instruments, or equivalent rights. It does not grant rights to receive future revenues or any form of participation or governance rights in or relating to the Aligned, us, or any affiliates.

You acknowledge and agree that ALIGN is not intended as a speculative investment product but solely as access tools for Aligned, having value only when used within Aligned.

2. Licence

Subject to your complete and ongoing compliance with these Terms, we grant you a personal, limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Website, Aligned, and our associated services solely for lawful purposes in accordance with these Terms.

This licence is subject to the following conditions:

• it is personal to you and may not be shared or transferred;
• you may only use our services for lawful purposes;
• you must comply with all applicable laws and regulations; and
• you must not violate any provision of these Terms.

3. Use and Rules of Conduct

To access or use the Website, Aligned, or ALIGN you must:

• be at least 18 years old and have the legal capacity and authority to enter into legally binding contracts under applicable laws;
• not be: (i) a government of any Sanctioned Country; (ii) an agency or instrumentality of, or an entity directly or indirectly owned or controlled by, a government of a Sanctioned Country; (iii) listed on, or directly or indirectly owned or controlled by a person listed on, a Sanctions list; (iv) located, domiciled or resident in, operating from, or incorporated or organised under the laws of a Sanctioned Country; or (v) otherwise a subject of Sanctions;
• not be acting on behalf of, or for the benefit of, any of the above listed persons or entities;
• if an individual, not be a citizen, resident, domiciliary, green card holder or other similar certificate of residency of a jurisdiction where use is prohibited or restricted; and
• if a legal entity, not be incorporated in or have any ultimate beneficial owner from a Business Restricted Jurisdiction.

You are responsible for ensuring that your use of the Website, Aligned, or ALIGN complies with all laws, rules, and regulations applicable to you in your jurisdiction.

You are prohibited from using the Website, Aligned, or ALIGN for any illegal or unauthorised purposes.

You represent and warrant that you will not access or use the Website, Aligned, or ALIGN in any manner that would cause us to violate, or be exposed to punitive measures under, any applicable Sanctions laws.

The restrictions outlined in this section may be enforced using technical measures such as geo-blocking, as well as wallet and transaction screening. However, you acknowledge and accept that these methods may occasionally result in false positives. You agree that we shall not be liable for any claims or indemnities arising from a false positive.

4. User Content

You may have the opportunity to submit, post, display, transmit, or otherwise make available content through the Website, including but not limited to comments, feedback, suggestions, code contributions, transaction data, wallet addresses, or other materials.

By submitting content, you grant us a perpetual, irrevocable, worldwide, royalty-free, transferable, sublicensable, non-exclusive license to use, reproduce, modify, adapt, publish, translate, distribute, create derivative works from, display, and perform your content for any purpose related to our services or our business.

You represent and warrant that, in relation to any content: you own or have the necessary rights; it does not infringe any third-party rights; it complies with these Terms and all applicable laws; and it does not contain any viruses or harmful code.

Any feedback, suggestions, ideas, or other information you provide to us will be treated as non-confidential and non-proprietary, will be owned by us, and may be used by us without any obligation to you.

5. Intellectual Property Rights

We retain all right, title and interest in our intellectual property, including, without limitation, inventions, ideas, concepts, code, discoveries, processes, marks, methods, software, compositions, formulae, techniques, information, and data, whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyright or patents based thereon.

Neither these Terms, use of the Website, nor the acquisition, holding, or use of ALIGN shall be construed as granting any license, title, or other right in or to any intellectual property owned by us.

6. Third-Parties

Features of the Website may require you to access or visit a third-party website or application which is not owned, controlled, managed, or operated by us. We do not take responsibility for the content or the practices of a third-party website or application. If you link to or use such third-party website or application, you do so at your own risk.

7. Prohibited Use

You agree not to, and not to direct or allow third parties to, engage with the Website or otherwise with us or Aligned or use ALIGN:

• to violate, or encourage the violation of, the legal rights of others;
• to engage in, promote, or encourage illegal activity;
• for any unlawful, invasive, infringing, defamatory, or fraudulent purpose;
• to intentionally distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature;
• to interfere with the use of the Website, ALIGN, us, or Aligned;
• to disable, interfere with, or circumvent any aspect of the Website, ALIGN, or Aligned;
• to use the Website, ALIGN, or Aligned in violation of the Terms; and
• to build similar or competitive products to, or features of, the Website, Aligned, or ALIGN.

8. Disclaimer

To the fullest extent permitted by applicable law, the Website is provided, ALIGN is distributed, and Aligned has been deployed "as is" and "as available".

We disclaim all representations and warranties, express or implied, statutory or otherwise, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, satisfactory quality, and quiet enjoyment.

We make no warranty that service will be uninterrupted, accurate, complete, reliable, current, error-free, virus free, or free of malicious code or harmful components, or that defects will be corrected.

You acknowledge and agree that we have no indemnity, support, service level, or other obligations under these Terms.

9. Tax

You understand that you bear the sole responsibility to determine if your usage of the Website and Aligned, the transfer of any cryptocurrency to you, the creation, ownership or use of ALIGN, the potential appreciation or depreciation in the value of ALIGN over time, the sale and purchase of ALIGN, and any other action or transaction related to us or the Aligned Project have tax implications.

You understand and agree that nothing contained in these Terms, or any recommendations, announcements, or information provided by us, constitutes financial or tax advice.

10. Limitations on Liability

Neither we nor any representative or affiliate of ours shall be liable for any consequential, indirect, special, punitive, incidental or exemplary damages, or damages for protocol-level vulnerabilities or bugs, exploits, attacks, smart contract failures, transaction delays, lost data, software, firmware, lost profits, business or revenues, whether foreseeable or unforeseeable, even if such party has been advised of the possibility of such damages, and in no event will our total aggregate liability arising from or relating to these Terms exceed US$100.

11. Indemnity

To the fullest extent permitted by applicable law, you will defend (at our request), indemnify and hold harmless us, our affiliates and our respective past, present, and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns from and against all claims, damages, costs, liabilities and expenses (including attorneys' fees) that arise from or relate to: your use of the Website, ALIGN, and Aligned; your acquisition of ALIGN; any materials, content, messaging, or communications you provide; or your breach of these Terms.

12. Representations and Warranties

You irrevocably represent and warrant, for our benefit, that:

• these Terms constitute a legal, valid, and binding obligation on you;
• all information provided to us by you is true, accurate, and complete;
• you are in compliance with the Use and Rules of Conduct and are acting individually;
• you will comply with all applicable law relating to Sanctions, anti-bribery and anti-corruption;
• you have read and understood any information provided by us and agree to provide any additional steps including KYC checks; and
• you have a deep understanding of the functionality, usage, storage, transmission mechanisms and intricacies associated with cryptographic tokens and blockchain-based software systems.

13. Acknowledgements

You acknowledge and agree that:

• you will not use a virtual private network or other tool to circumvent any geo-block or other restrictions that we may have implemented;
• the Aligned Project may use, incorporate or link to certain open-source software, and your use is subject to applicable licences; and
• the regulatory status of digital assets and blockchain technology is uncertain, laws and regulations may change, and you are responsible for compliance with applicable laws.

14. Data Protection

We may obtain, use, process, and disclose personal data about you in order to carry out our instructions and for other related purposes including updating and enhancing our client records, analysis for management purposes and statutory returns, crime prevention, and legal and regulatory compliance, and in any case as further set out in our Privacy Policy.

15. Force Majeure

We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials. This includes blockchain network failures or systemic financial market disruptions.

16. Assignment

These Terms are not transferable or assignable by you. We reserve the right to assign these Terms to an affiliate or a third party in connection with the sale, change or control, reorganisation, merger, or other business combination of the business.

17. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, such provision will be deemed null and void and will not affect any other provision. The remaining provisions will remain operative and in full force and effect.

18. Your Relationship With Us

These Terms do not create a partnership, agency relationship, or joint venture between the parties. Your relationship with us will be that of an independent user.

19. No Waiver

Any failure by us to enforce a right under these Terms shall not act as a waiver of that right or the ability to later assert that right relative to the particular situation involved.

20. Governing Law and Dispute Resolution

These Terms and any non-contractual obligations arising out of or in connection with them are governed by and will be construed under the laws of the British Virgin Islands, without regard to the conflicts of laws provisions thereof.

You agree that, at our option, any dispute in relation to these Terms shall be settled by confidential binding arbitration administered by the BVI International Arbitration Centre in accordance with their Arbitration Rules currently in force.

The law of this arbitration clause shall be the laws of the British Virgin Islands. The place of arbitration shall be Road Town, Tortola, British Virgin Islands. The number of arbitrators shall be one commercial arbitrator with substantial experience in resolving digital assets and commercial contract disputes. The arbitration proceedings shall be conducted in English.

Despite the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of these Terms, the parties consent to exclusive jurisdiction and venue in the courts located in the British Virgin Islands.

You may opt out of these arbitration provisions by notifying us in writing within thirty (30) days of the date you first accept these Terms. To opt out, you must send a written or email notification that includes your name, address, email address, and a statement indicating that you wish to opt out.

You hereby waive the right to participate in any class-action lawsuit or class wide arbitration against us or any other entity or individual connected to us or the Aligned Project.

21. Notices and Communications

Any notice required or permitted by these Terms will be deemed sufficient when delivered to you by being posted on the Website or delivered to any email address you have provided, and to us via email.

You consent to receive communications from us in an electronic form and agree that all terms, conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if in writing.

22. Contact

Any questions related to these Terms can be sent to the Aligned Email at [email protected].