(last updated 2 September 2024)
These terms of service, together with any documents and additional terms they incorporate by reference (collectively, these “Terms”), are entered into between the WalletConnect Foundation (the “Foundation,” “we,” “us,” and “our”) and you or the company, organization or other legal entity that you represent (“you” or “your”).
Please read these Terms carefully because the Terms govern your use of the materials and resources available on the WalletConnect Inc. and/or WalletConnect Foundation’s GitHub and all associated sites (“Website”) which enable users to access open source documentation, content, software, and information and resources for the WalletConnect Network (collectively, “Services”). These Terms also describe your rights and obligations and our disclaimers and limitations of legal liability. By accessing or using any part of the Website or the Services, you agree to become bound by the terms and conditions of these Terms.
If you use the Services on behalf of a company, organization (including a decentralized autonomous organization or “DAO”) or other entity then “you” includes you and that organization or entity, and you represent and warrant that (a) you are an authorized representative of the organization or entity with the authority to bind the entity to these Terms, and (b) you agree to these Terms on the organization or entity’s behalf.
If you do not agree to these Terms or do not have authority to bind your organization or entity on whose behalf you are using the Services to these Terms, you must not access or use our Website or the Services.
We reserve the right, in our sole discretion, to modify these Terms from time to time. We will provide you with notice of substantial changes using commercially reasonable means, such as by sending an email, providing a notice through the Website or our Services or updating the date at the top of these Terms. Unless we say otherwise in our notice, any modifications are effective immediately, and your continued use of the Website or Services will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using the Website and Services.
In addition to the capitalized terms defined elsewhere in the Network Terms and Conditions, the following terms have the following meanings:
a. “Bandwidth” means processing capacity of the Node and the Services. b. "Customer" means an individual or entity that sends requests to the Network. c. "Device" means an independently operated computer or other electronic data processing device meeting all of the technical and other requirements set forth in the Network Terms and Conditions. d. "Network" means a distributed network of Nodes operating the WalletConnect software protocol. e. "Network Terms and Conditions" means the terms set out in the materials and resources available on the Website including these Terms. f. "Node" means a Device running the Node Software and configured to communicate with the Network. g. "Node Operator Service" means Node Operator's sharing of Bandwidth on a Node as part of the Network in accordance with the terms of the Network Terms and Conditions. h. "Node Rewards" means rewards provided to a Node Operator for Services as set forth from time to time in the Website. i. "Node Services" means the Node Operator Service and processing services to Customers via the Network. j. "Node Software" means the Node Software that, when installed on a Device, enables a Device to participate as a Node for the Network. k. "Privacy Policy" means any policy published by the Foundation or the Network regarding the collection, use, storage, and protection of personal data of Customers of and other participants interacting with the Network. l. "Request Data" means data processed for Customers in the Network.
Node Operator agrees to implement and provide Node Services pursuant to the Network Terms and Conditions. Node Operator acknowledges that Foundation or other parties may update the content, functionality, and user interface of the Node Services from time to time.
a. Node Operator Software License. Foundation hereby grants to Node Operator a non-exclusive, revocable, non-sublicensable, non-transferable, limited license to participate in the Node Services pursuant to the Network Terms and Conditions solely for Node Operator's internal business purposes and use the Node Software in accordance with the Network Terms and Conditions (“License”). The License does not permit any other commercial use of the Node Operator Service or Node Software. Without the prior written permission of the Fondation, Node Operator does not have the right to copy, redistribute, or use the Node Operator Service or Node Software other than for the purpose of the Network Terms and Conditions, regardless of whether such other use is commercial or non-commercial. Any violation of the limitations of the license as set forth in the Network Terms and Conditions will be considered a material breach of this Agreement. Node Operator's use or propagation of the Node Operator Service or Node Software do not convey any ownership rights to the Node Operator Service or Node Software.
b. Foundation retains all right, title and interest in and to all intellectual property rights (including all copyright, trademark, patent, trade secrets and all other intellectual property rights) related to the Network and Node Software, including all modifications, improvements and enhancements made thereto, to the extent such intellectual property rights and modification, improvements and enhancements thereto are owned by the Foundations and not released as public domain IP.
c. Except for the rights and licenses expressly granted to Node Operator hereunder, or under other written and signed contracts between Foundation and Node Operator (if any), no other license is granted, no other use is permitted and Foundation (and its licensors and affiliates) retains all right, title and interest (including without limitation all intellectual property rights) in and to the Node Software and any other materials provided by or on behalf of Foundation hereunder.
d. Feedback. Foundation has a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Node Software and/or the Network any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Node Operator relating to the features, functionality, or operation thereof ("Feedback"). Foundation has no obligation to use Feedback, and Node Operator has no obligation to provide Feedback.
At all times that a Node Operator provides Node Services:
a. Node Operator will comply with the Network Terms and Conditions, the License, and the terms of all other agreements to which Node Operator is a party in connection with Node Operator's performance under the Network Terms and Conditions including, without limitation, any agreement Node Operator has with a third-party internet service provider.
b. Node Operator will neither compromise, nor attempt to compromise, all or any portion of either the Network or Node Software, nor otherwise interfere with the operation or provision of any Node Services, in each case, in any way whatsoever, including without limitation, by taking, or attempting to take, any of the following actions: (i) colluding with other Node operators, (ii) circumventing any audit, (iii) bypassing, disabling, removing, defeating or avoiding any security mechanisms, (iv) manipulating any performance of, or otherwise disrupting any Node Services in any manner or for any reason, (v) accessing data not intended for Node Operator or logging onto a server or an account which Node Operator is not authorized to access; (vi) attempting to or actually probe, scan or test the vulnerability of the Network or Node Software or to breach security or authentication measures without proper authorization, or (vii) providing false, misleading or inaccurate information to the Network.
c. If Node Operator discovers a material vulnerability or error in the software code for the Node Software, then it must provide the Foundation with prompt written notice of such material vulnerability or error.
Node Operator acknowledges that Node Operator retains administrative control over to whom Node Operator grants access to the applicable Node. Node Operator is responsible for maintaining the security of the Node including without limitation all applicable accounts and passwords used to gain access to the device the Node is running on.
The Foundation or the Network may suspend or jail a Node Operator's participation in the Node Services if Foundation believes in its reasonable judgment that Node Operator is: (a) violating any term of the Network Terms and Conditions; or (b) using the Node Operator Service in a manner that Foundation reasonably believes may cause a security risk, a disruption to the Node Services, or liability for the Network, the Foundation or another participant of the Network.
Node Operator must operate the Node in strict accordance with the Network Terms and Conditions and in no other manner. Without limiting the generality of the foregoing, Node Operator will not:
a. rent, sublicense, re-sell, assign, transfer, distribute, timeshare, or similarly exploit its Node or the operation thereof, for, or on behalf of any third party;
b. reverse engineer, copy, modify, adapt, hack the Service, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks;
c. access the Service, the Network documentation, or Foundation's Confidential Information to build a competitive product or service;
d. alter or remove, or permit any third party to alter or remove, any proprietary trademark or copyright markings incorporated in, marked on, or affixed to the Service;
e. allow Nodes to be shared or used by anyone other than Node Operator;
f. access or use the Service: (i) in violation of applicable laws and regulations; (ii) to send or store material knowingly or intentionally containing software viruses, worms, Trojan horses or other harmful computer code, files, or scripts; or (iii) in a manner that interferes with or disrupts the integrity or performance of the Service (or the data contained therein); and
g. with respect to the Request Data (i) reverse engineer any aspect of the Request Data, (ii) attempt to bypass or circumvent measures employed to prevent or limit access to the Request Data, including by attempting to defeat any encryption, or (iv) attempt to interfere with the processing or transmission of Request Data or with Foundation's audits of Node Operator's Node Services and Device(s).
Node Operator hereby represents, warrants, and covenants that:
a. Node Operator owns or controls its Device(s), and has the right to install the Node Software, share Bandwidth on such Device(s) pursuant to this Network Terms and Conditions, and comply with all of Node Operator's obligations under the Network Terms and Conditions;
b. Node Operator is authorized to receive any Node Rewards. If Node Operator's authorization to receive Node Rewards cannot be verified, is invalid, or is not otherwise acceptable, then in addition to any other rights and remedies available to Foundation hereunder, Node Operator's right to receive Node Rewards may be suspended automatically and indefinitely;
c. Node Operator has full power and authority to enter into the Network Terms and Conditions and comply with all terms thereof, and that doing so will not conflict with any obligation Node Operator may owe to any third party;
d. Node Operator understands that operating a Node should be undertaken only by individuals and entities that have significant experience with, and understanding of, the usage and intricacies of digital asset tokens and blockchain based software systems. Foundation is not responsible in any way for any damage to Node Operator's Device(s), loss of digital assets or any other item of value. Node Operator recognizes that Node Operators are subject to high risk, and represents that Node Operator has the qualifications, skill, and ability to perform its obligations hereunder without the advice, control, or supervision of Foundation;
e. Node Operator, and all person(s) responsible for the direct or indirect operation of a Node, must be at least 18 years of age;
f. to its best knowledge, Node Operator is in compliance with and will at all times reasonably comply with applicable foreign, federal, state, and local laws, orders, rules, and regulations currently in effect or that may come into effect during the Term of the Network Terms and Conditions, including but not limited to those regarding data privacy and protection. Node Operator has sole responsibility to inform itself of and to observe applicable laws and regulations in any relevant jurisdictions, both with respect to operating a Node and as to any digital asset tokens it receives as a result of the Network Terms and Conditions;
g. Node Operator will not commit an "Abandonment", meaning the threatened or actual intentional refusal by Node Operator to provide or perform any element(s) of the Node Services in breach of Node Operator's obligations under the Network Terms and Conditions;
h. Node Operator is not itself, nor is it an entity that is, an entity owned or controlled by any person or entity that is, or conducting any activities itself or on behalf of any person or entity that is: (i) the subject of any sanctions administered or enforced by the U.S. Department of the Treasury's Office of Foreign Assets Control, the U.S. Department of State or any other governmental authority with jurisdiction over the party; (ii) identified on the Denied Persons, Entity or Unverified Lists of the U.S. Department of Commerce's Bureau of Industry and Security; or (iii) located, organized or resident in a country or territory that is, or whose government is, the subject of economic sanctions, including, without limitation, Russia, Crimea, Cuba, Iran, North Korea or Syria;
i. Node Operator acknowledges that there is no guarantee as to any digital assets it receives as Node Rewards pursuant to the Network Terms and Conditions are, will become, or will continue to be convertible or otherwise liquid and, even in the event that they are convertible, may become unconvertible or illiquid at any time without prior notice. Foundation has no liability to Node Operator for any decrease or loss in value of digital assets received as Node Rewards;
j. Node Operator understands that digital assets do not represent or confer any ownership right or stake, share, security, or equivalent rights, or any right to receive future digital assets or fees, or any other form of participation in or relating to the Foundation or any other entity; and
k. Node Operator acknowledges that any digital assets, or the offering and distribution of the same, associated with the Network may not have been registered or qualified under the securities laws of any jurisdiction anywhere in the world.
The Network may be subject to export laws and regulations of the United States ("U.S.") and other jurisdictions. Node Operator represents that is not named on any U.S. government denied-party list. Node Operator may not access or use the Network or provide Node Services in a U.S.-embargoed or sanctioned jurisdiction or in violation of any U.S. export law or regulation. Node Operator may not use the Network or Services to export, re-export, transfer, or make available, whether directly or indirectly, any regulated item or information to anyone without complying with all export control laws and regulations that may be imposed by the U.S. Government and any country or organization of nations within any jurisdiction Node Operator operates or does business.
Node Operator authorizes the Network and/or Foundation to periodically audit the performance of Node Operator's Node and its Node Services to ensure that Node Operator is in compliance with the Network Terms and Conditions, or to ensure that the Request Data are being processed properly on Node Operator's Device, or for any other reasonable purpose in connection herewith ("Audit"). Node Operator will cooperate with and not interfere with, disrupt, or otherwise impede any such Audit. If Node Operator's Node fails to respond to an Audit from the Node Services, Foundation or the Network may suspend or jail the Node Operator.
a. Subject to the Network Terms and Conditions, the Network may distribute Node Rewards to Node Operator in the form of digital assets, which could include an Ethereum network-based token that is native to the Network.
b. Node Operator must provide a valid, complete and compatible wallet address ("Reward Address") in order to receive Node Rewards that take the form of digital assets. Foundation and the Network are not responsible for verifying that a Reward Address is valid, complete and compatible with distribution of Node Rewards.
c. In addition to its other rights and remedies under the Network Terms and Conditions, Node Operator forfeits any right to Node Rewards if Node Operator materially breaches the Network Terms and Conditions.
d. The Node Rewards includes all applicable taxes and fees, including without limitation, federal, state and local taxes, sales and value added taxes, social security taxes, business license fees, assessments, and levies ("Taxes and Fees") relating to the Node Services. Foundation and the Network have no obligation to make withholdings from the payments made to Node Operator, and Node Operator will be responsible for payment of all Taxes and Fees relating to the Node Services. If Foundation determines in its reasonable judgment it is required to pay or withhold any Taxes and Fees relating to the Node Services, it may deduct an amount equal to such Taxes and Fees from the Compensation or receive a refund of the same from Node Operator. Node Operator is responsible for the costs of compliance with applicable import/export laws and regulations with respect to Node Operator's performance or provision of any Node Services in any relevant jurisdiction.
e. If Foundation determines in its reasonable judgment that Foundation is required to collect tax information reporting form from Node Operator, Node Operator must provide Foundation with all information required thereunder prior to the receipt of any Node Rewards.
If Node Operator or its Node violates any term of the Network Terms and Conditions, including without limitation any of the representations or warranties set forth herein, Node Operator's Node be subject to Disqualification. For purposes hereof, the term “Disqualification” means the applicable Node is banned from communicating with the Node Services, is entitled to no future distribution of Node Rewards, and immediately forfeits any accrued but undistributed Node Rewards. Following Disqualification, in order to resume operation with the Network, a Device must reinstall the Node Software and create a new Node and signed identity and all other requirements set forth in the Network Terms and Conditions.
Node Operator is not authorized to incur any expenses on behalf of Foundation or the Network. Node Operator is solely responsible for all expenses it incurs in connection with Node Services to the Network, and Foundation and the Network have no obligation to reimburse Node Operator for any expenses.
a. Definition of Confidential Information: During the Term of the Network Terms and Conditions, each party may make available to the other party information that is not generally known to the public and at the time of disclosure is either identified as, or should reasonably be understood by the receiving party to be, proprietary or confidential ("Confidential Information"). Confidential Information specifically includes, but is not limited to, proprietary software and intellectual property, Foundation and Network business plans, product plans and roadmaps, strategies, forecasts, projects and analyses, financial information and fee structures, business processes, methods and models, and technical documentation. Confidential Information does not include information that:
(i) is or becomes publicly available without breach of the Network Terms and Conditions by the receiving party; (ii) was known to the receiving party prior to its disclosure by the disclosing party; (iii) is or was independently developed by the receiving party without the use of any Confidential Information of the disclosing party; or (iv) is or was lawfully received by the receiving party from a third party under no obligation of confidentiality.
b. Protection of Confidential Information: Except as otherwise expressly permitted under the Network Terms and Conditions, with the express prior written consent of the disclosing party, or as required by law, the receiving party may not disclose, transmit, or otherwise disseminate to a third party any Confidential Information of the disclosing party. The receiving party will use the same care and discretion with respect to the Confidential Information received from the disclosing party as it uses with its own similar information, but in no event less than a reasonable degree of care. The receiving party may disclose the disclosing party's Confidential Information to its employees, affiliates, consultants, subcontractors, agents, or advisors ("Representatives") who have a strict need to access the Confidential Information for the purpose of performing under the Network Terms and Conditions and only to those who are obligated to maintain the confidentiality of such Confidential Information upon terms at least as protective as those contained in the Network Terms and Conditions. Either party may disclose the terms of this Agreement to potential parties to a bona fide fundraising, acquisition, or similar transaction solely in furtherance of evaluating or consummating the proposed transaction, provided that any such potential party is subject to written non-disclosure obligations and limitations on use no less protective than those set forth herein.
c. Equitable Relief: The receiving party acknowledges that the remedy at law for breach of this Confidentiality Section may be inadequate and that, in addition to any other remedy the disclosing party may have, it shall be entitled to seek equitable relief, including, without limitation, an injunction or injunctions (without the requirement of posting a bond, other security or any similar requirement or proving any actual damages), to prevent breaches or threatened breaches of this Confidentiality Section by the receiving party or any of its Representatives and to enforce the terms and provisions of this Confidentiality Section in addition to any other remedy to which the disclosing party is entitled at law or in equity.
d. Compelled Disclosure: The receiving party may access and disclose Confidential Information of the disclosing party if legally required to do so in connection with any legal or regulatory proceeding or order; provided, however, that in such event the receiving party will, if lawfully permitted to do so, notify the disclosing party within a reasonable time prior to such access or disclosure so as to allow the disclosing party an opportunity to seek appropriate protective measures. If the receiving party is compelled by law to access or disclose the disclosing party's Confidential Information as part of a proceeding to which the disclosing party is a party, the disclosing party will reimburse the receiving party for the reasonable costs of compiling and providing secure access to such Confidential Information. Receiving party will furnish only that portion of the Confidential Information that is legally required to be disclosed, and any Confidential Information so disclosed shall maintain its confidentiality protection for all purposes other than such legally compelled disclosure.
a. Indemnity: To the fullest extent permitted by applicable law, Node Operator will defend, indemnify and hold harmless Foundation and its 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 and expenses (including attorneys' fees) that arise from or relate to (i) any third party claim that involves Node Operator's breach of any provision of the Network Terms and Conditions; or (ii) any claim related to Node Operator's gross negligence or willful misconduct.
b. Potential Infringement: If the Node Software becomes, or in Foundation's reasonable judgment is likely to become, the subject of a claim of infringement, then Foundation may in its sole discretion: (i) obtain the right, for Node Operator to continue using the Node Software; (ii) provide a non-infringing functionally equivalent replacement; or (iii) modify the Node Software so that it is no longer infringing. If Foundation, in its sole and reasonable judgment, determines that none of the above options are commercially reasonable, then Foundation may, without liability, suspend or terminate Node Operator's use of the Node Software. This Indemnification Section states Foundation's sole liability and Node Operator's exclusive remedy for infringement claims.
a. RISKS. NODE OPERATOR ACKNOWLEDGES THAT THE NETWORK AND NODE SOFTWARE INCORPORATE EXPERIMENTAL AND NOVEL TECHNOLOGY AND THAT THE USE OF SUCH TECHNOLOGY INVOLVES A HIGH DEGREE OF RISK. FOR EXAMPLE, THERE ARE NUMEROUS REASONS THE NETWORK AND/OR NODE SOFTWARE COULD FAIL IN AN UNEXPECTED WAY, RESULTING IN REPUTATIONAL DAMAGE, POTENTIAL LIABILITY, LOSS OF DIGITAL ASSETS, LEGAL AND REGULATORY ISSUES AND OTHER UNEXPECTED AND UNFORESEEN RISKS.
b. DISCLAIMER. THE NETWORK, ANY RELATED SOFTWARE, INCLUDING WITHOUT LIMITATION SOFTWARE CODE, THE SERVICES, ANY INVOLVED DIGITAL ASSETS, AND THE REQUEST DATA ARE PROVIDED “AS IS” AND “AS AVAILABLE”. FOUNDATION DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. FOUNDATION MAKES NO WARRANTY THAT THE NETWORK, SOFTWARE, SERVICES, OR REQUEST DATA 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. FOUNDATION DOES NOT CONTROL, ENDORSE, SPONSOR, OR ADOPT ANY REQUEST DATA AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING THE REQUEST DATA. FOUNDATION HAS NO OBLIGATION TO SCREEN, MONITOR, OR EDIT REQUEST DATA AND IS NOT RESPONSIBLE OR LIABLE FOR ANY REQUEST DATA. NODE OPERATOR ACKNOWLEDGES AND AGREES THAT FOUNDATION HAS NO OBLIGATION TO CONFIRM THE LEGAL AND REGULATORY STATUS OF THE NETWORK AND SERVICES IN RELEVANT JURISDICTIONS, AND NO INDEMNITY, SUPPORT, SERVICE LEVEL, OR OTHER OBLIGATIONS UNDER THE NETWORK TERMS AND CONDITIONS.
c. LIMITATION OF LIABILITY. NEITHER THE FOUNDATION NOR YOU IS LIABLE TO THE OTHER FOR ANY INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, INDIRECT, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, REVENUE, DATA, OR DATA USE, OR DAMAGE TO BUSINESS) HOWEVER CAUSED, WHETHER BY BREACH OF WARRANTY, BREACH OF CONTRACT, IN TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL OR EQUITABLE CAUSE OF ACTION EVEN PREVIOUSLY ADVISED OF SUCH DAMAGES IN ADVANCE OR IF SUCH DAMAGES WERE FORESEEABLE. IN ADDITION, UNDER NO CIRCUMSTANCES MAY A NODE OPERATOR’S AGGREGATE LIABILITY TO THE FOUNDATION UNDER THESE TERMS EXCEED THE AGGREGATE VALUE OF THE NODE REWARDS RECEIVED BY THAT NODE OPERATOR IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
a. The Node Operator may cease providing Node Services at any time in its sole discretion. The Term of the Network Terms and Conditions with respect to a Node Operator ends on the date on which the Node Operator ceases to provide Node Services.
b. The Network is intended to be decentralized and self-operating, with or without any Services provided by the Foundation. Accordingly, we may, at our sole discretion, from time to time and with or without prior notice to you, modify, suspend or disable, temporarily or permanently, the Services offered by the Foundation, in whole or in part, for any reason whatsoever.
c. The Foundation is not liable for any losses suffered by you resulting from any modification to any Services or from any suspension or termination, for any reason, of your access to all or any portion of the Website or the Services.
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES NODE OPERATOR TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH FOUNDATION AND LIMITS THE MANNER IN WHICH NODE OPERATOR CAN SEEK RELIEF FROM FOUNDATION.
This Agreement is governed by and construed in accordance with the substantive laws of the Cayman Islands without regard to conflicts of laws analysis.
Any dispute, controversy, or claim between the Parties arising out of or relating to the Network Terms and Conditions, or the breach, termination, or invalidity thereof, must be finally settled by arbitration. The place of arbitration shall be the Cayman Islands. The arbitrator(s) have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, specific performance, injunctive relief, and damages. The award rendered by the arbitrator(s) will be final and binding on the parties and may be entered in any court of competent jurisdiction for enforcement. Each party bears its own costs and expenses of arbitration, and the parties share equally the arbitrator's fees and administrative fees of arbitration. By entering into this Agreement, the Parties expressly waive their right to a trial by jury and agree that the arbitration shall be the exclusive forum for resolving all disputes arising out of or relating to this Agreement.
You acknowledge the following serious risks to any use of the Website and Services or your providing of Node Services, and expressly agree to not hold the Foundation liable if any of the following risks occur:
a. Risk of Regulatory Actions in One or More Jurisdictions: The Services, the Network, the Node Services or Rewards could be impacted by one or more regulatory inquiries or regulatory actions, which could impede or limit the ability of Foundation to continue to develop the Website or Services, or which could impede or limit your ability to use the Website or Services or the Rewards.
b. Risk of Alternative, Unofficial WalletConnect Networks: It is possible that alternative WalletConnect-based networks could be established, which utilize the same open source code and open source protocol underlying the WalletConnect Network and/or Services. The WalletConnect Network may compete with these alternative WalletConnect-based networks, which could potentially negatively impact the WalletConnect Network, the Services and/or the Rewards.
c. Risk of Insufficient Interest in the WalletConnect Network or Distributed Applications: It is possible that the WalletConnect Network will not be used by a large number of external businesses, individuals, and other organizations and that there will be limited public interest in the creation and development of distributed applications. Such a lack of interest could impact the development of the WalletConnect Network and potential uses of the Rewards. The Foundation cannot predict the success of its own development efforts or the efforts of other third parties.
d. Risk that the Website and Services, as Developed, Will Not Meet the Expectations of User: You recognize that the Website, Services and the WalletConnect Network are under development and may undergo significant changes over time. You acknowledge that any expectations regarding the form and functionality of the WalletConnect Network held by you may not be met for any number of reasons including a change in the design and implementation plans, specifications and execution of the implementation of the Website, Services or the WalletConnect Network.
e. Risk of Security Weaknesses in the WalletConnect Network Core Infrastructure Software: The Website, Services and the WalletConnect Network operate with open-source software, and there is a risk that other third parties not directly affiliated with Foundation, may introduce weaknesses or bugs into the core infrastructural elements of the Website, Services or the WalletConnect Network causing the system to lose Rewards stored in one or more of your accounts or other accounts or lose sums of other valued tokens. Furthermore, despite our good faith efforts to develop and maintain the Website, Services and the WalletConnect Network, the Website, Services and the WalletConnect Network may experience malfunctions or otherwise fail to be adequately developed or maintained, which may negatively impact the Website, Services, the WalletConnect Network and Rewards.
f. Risk of Weaknesses or Exploitable Breakthroughs in the Field of Cryptography: Cryptography advances over time. Advances in code cracking, or technical advances such as the development of quantum computers, could present risks to cryptocurrencies and the Website, Services and the WalletConnect Network which could result in the theft or loss of Rewards. To the extent within its control and otherwise possible, the Foundation intends to update the protocol underlying the Services and the WalletConnect Network to account for any advances in cryptography and to incorporate additional security measures, but it cannot predict the future of cryptography or guarantee that any security updates will be made in a timely or successful manner.
g. Risk of Blockchain Network Attacks: Any blockchain used for the Services and/or the WalletConnect Network may be susceptible to mining attacks, including but not limited to: double-spend attacks, reorganizations, majority mining power attacks, "vampire" attacks, "selfish-mining" attacks, and work race condition attacks. Any successful attacks present a risk to the Services, the WalletConnect Network, expected proper execution and sequencing of transactions, and expected proper execution and sequencing of contract computations. Known or novel mining attacks may be successful.
h. Risks Associated with New and Evolving Laws: The WalletConnect Network, and by extension the Website and Services, may be subject to a variety of international laws and regulations, including those with respect to financial or securities regulations, consumer privacy, data protection, consumer protection, content regulation, network neutrality, cyber security, data protection, intellectual property (including copyright, patent, trademark and trade secret laws), defamation, and others. Such laws and regulations, and the interpretation or application of these laws and regulations, could change. In addition, new laws or regulations affecting the WalletConnect Network could be enacted. As the Website, Services and WalletConnect Network evolve, we may be subject to new laws, and the application of existing laws to us might change. These laws and regulations are frequently costly to comply with and may divert a significant portion of the Foundation's attention and resources or restrict the way the WalletConnect may operate. If we do not sufficiently comply with these applicable laws or regulations, we could receive negative publicity and be subject to significant liabilities which could adversely impact the Website, Services, and the WalletConnect Network and Rewards. Additionally, Node Operators of the WalletConnect Network may be subject to industry specific laws and regulations or licensing requirements. If any of these parties fails to comply with any of these licensing requirements or other applicable laws or regulations, or if such laws and regulations or licensing requirements become more stringent or are otherwise expanded, the WalletConnect Network and/or Rewards could be adversely impacted.
i. Market Risks: Rewards are intended to be used solely in connection with the WalletConnect Network, and we do not support or otherwise facilitate any secondary trading or external valuation of the Rewards. Even if secondary trading of the Rewards is facilitated by third party exchanges, such exchanges may be relatively new and subject to little or no regulatory oversight, making them more susceptible to market-related risks. Furthermore, to the extent that third parties do ascribe an external exchange value to the Rewards (e.g., as denominated in a digital or fiat currency), such value may be extremely volatile and diminish to zero.
j. Specific Risks Relating to Value and Function of Rewards: The utility benefits of using Rewards to access services provided by Node Operators can only materialize through user-driven adoption over time. Such adoption depends on a variety of factors, including the pace of user adoption, the organic community-driven expansion of the WalletConnect Network. As such, the extent of user adoption is entirely outside of our control and cannot be stated with any certainty. Any market value of Rewards may fluctuate in response to competitive and market conditions affecting the general supply of and demand for user-requested services. These conditions are beyond our control. The value of Rewards on the WalletConnect Network may be lower than the price or costs at which they were acquired or purchased. The utility of Rewards, and any value associated with that utility, will depend on the ability of the WalletConnect Network to adequately facilitate user-requested services. Inadequate supply may result in such services taking more time, while inadequate demand may make it difficult to obtain services, both of which may discourage participation in the WalletConnect Network. No promises of future performance or value are or will be made with respect to Rewards, including no promise of inherent value, no promise of continuing payments, and no guarantee that Rewards will hold any particular value.
k. Unanticipated Risks: Cryptographic tokens such as Rewards are a new and untested technology. In addition to the risks included in these Terms, there are other risks associated with the Services, the WalletConnect Network and Rewards, including those that the Foundation cannot anticipate. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in these Terms.
a. Severability; Waiver: If a term of the Terms, including the Network Terms and Conditions, is deemed invalid or unenforceable, the remaining provisions continue in full force and effect. A party's consent to, or waiver of, enforcement of the Network Terms and Conditions on one occasion will not be deemed a waiver of any other provision or such provision on any other occasion.
b. Independent Contractors: These Terms and Conditions do not create a joint venture, partnership, employment, agency or similar arrangement between the parties participating in the WalletConnect Network. No party has the right or power to act for or on behalf of any other or to bind any other in any respect. Foundation has the right to engage others to provide services similar to or competitive with the Services.
c. Survival: For the avoidance of doubt, the following sections explicitly will survive the expiration or termination of a Node Operator providing Node Operator Services: Representations & Warranties; Node Rewards; Confidentiality; Indemnification, Disclaimers, Limitation of Liability; Governing Law; Dispute Resolution, Arbitration; and General.
d. Force Majeure: Neither party will be liable for any default or delay in the performance of its obligations under the Network Terms and Conditions, if and to the extent such default or delay is caused by fire, flood, earthquake, elements of nature or acts of God; wars, terrorist acts, site-specific terrorist threats, or revolutions; except to the extent that the non-performing party is at fault in failing to prevent or causing such default or delay, and provided that such default or delay cannot reasonably be circumvented and mitigated by the non-performing party through the use of alternate sources, workaround plans or other means.
e. Publicity: The Node Operator and the Foundation commit to developing a joint communications strategy regarding the Node Operator's Node Services to the Network that includes, without limitation, participation in a public relations announcement published on appropriate social media accounts of Node Operator. For the avoidance of doubt, Node Operator may not make any public announcement regarding its relationship with Foundation or the Network, and Node Operator will not use Foundation's name or trademark except as otherwise mutually agreed by the Parties. Foundation may use, display, reproduce, and distribute Node Operator's brand name, logo, and trademark for public relations, promotional and similar activities for the purpose of furthering adoption, use and growth of the Network.
f. Assignment and Subcontracting: Node Operator may not assign its rights or obligations under the Network Terms and Conditions without Foundation's prior written approval that will not be unreasonably withheld. Except for the use of contractors in the ordinary course, Node Operator may not subcontract its obligations without Foundation's prior written approval, which Foundation will not unreasonably withhold. Node Operator will be liable for the acts and omissions of its subcontractors and all such subcontractors must be under obligations of confidentiality to protect Network data and other Confidential Information on terms at least as strict as those in this Agreement. Foundation may assign this Agreement in whole or in part to any party. This Agreement will be binding upon each party hereto and its successors and permitted assigns.
g. Headings: Headings used in the Network Terms and Conditions are for convenience only and are not intended, nor may they be used, as an aid to interpretation.
h. Contact Information: Email: Legal@walletconnect.foundation