Terms of Service

Terms of service

GUILDERFI TERMS & CONDITIONS

GuilderFi is an auto-staking protocol running on the Avalanche network. This website is only an interface allowing participants to purchase digital tokens and collectibles. Users are entirely responsible for the safety and management of their own private wallets and validating all transactions and contracts generated by this website before approval. Furthermore, as the GuilderFi  smart contract runs on the Ethereum network, there is no ability to undo, reverse, or restore any transactions.

This website and its connected services are provided “as is” and “as available” without warranty of any kind. By using this website you are accepting sole responsibility for any and all transactions involving tokens and collectibles.

1. Ownership

a. You Own the token or NFT. Each #SafeExit pass is an NFT on the Avalanche blockchain. When you purchase a token or NFT, you own the underlying asset, completely. Ownership of tokens and/or NFT’s are mediated entirely by the Smart Contract and the Avalanche Network: at no point may we seize, freeze, or otherwise modify the ownership of tokens of NFTs unless they have been specifically processed and redeemed under the #SafeExit policy.

b. Personal Use. Subject to your continued compliance with these Terms, the Guilder Network grants you a worldwide, royalty-free license to use, copy, and display the purchased collectible, solely for the following purposes: (i) for your own personal, non-commercial use; (ii) as part of a marketplace that permits the purchase and sale of your token or NFT, provided that the marketplace cryptographically verifies each asset owner’s rights to display the Art for their collectible to ensure that only the actual owner can display the Art; or (iii) as part of a third party website or application that permits the inclusion, involvement, or participation of your collectible, provided that the website/application cryptographically verifies each asset owner’s rights to display the Art for their collectible to ensure that only the actual owner can display the Art, and provided that the Art is no longer visible once the owner of the collectible leaves the website/application.

c. Commercial Use. Subject to your continued compliance with these Terms, the Guilder Network grants you an unlimited, worldwide license to use, copy, and display the purchased Art for the purpose of creating derivative works based upon the Art (“Commercial Use”). Examples of such Commercial Use would e.g. be the use of the Art to produce and sell merchandise products displaying copies of the Art. For the sake of clarity, nothing in this Section will be deemed to restrict you from (i) owning or operating a marketplace that permits the use and sale of GuilderFi tokens or collectibles generally, provided that the marketplace cryptographically verifies each asset owner’s rights to display the Art for their collectible to ensure that only the actual owner can display the Art; (ii) owning or operating a third party website or application that permits the inclusion, involvement, or participation of collectible generally, provided that the third party website or application cryptographically verifies each asset owner’s rights to display the Art for their collectible to ensure that only the actual owner can display the Art, and provided that the Art is no longer visible once the owner of the Purchased collectible leaves the website/application; or (iii) earning revenue from any of the foregoing.

d. Guilder Network’s IP.  Other than the rights to the Art, nothing herein gives you any rights to any other trademarks or other intellectual property rights belonging to the Guilder Network including, without limitation, to GuilderFi, #SafeExit, any collectible designs including 3D characters, and the associated logos. All of these rights are expressly reserved in the name of the Guilder Network.

e. Feedback. You may choose to submit comments, bug reports, ideas or other feedback about the Site, including without limitation about how to improve the Site (collectively, “Feedback”). By submitting any Feedback via email, you agree that we are free to use such Feedback in any way we choose without additional compensation to you and you hereby grant us a perpetual, irrevocable, nonexclusive, worldwide license to incorporate and use the Feedback for any purpose.

2. Your Obligations

You are solely responsible for your own conduct while accessing or using the Site, and for any consequences thereof. You agree to use the Site only for purposes that are legal, proper and in accordance with these Terms and any applicable laws or regulations. By way of example, and not as a limitation, you may not, and may not allow any third party to: (i) send, upload, distribute or disseminate any unlawful, defamatory, harassing, abusive, fraudulent, hateful, violent, obscene, or otherwise objectionable content; (ii) distribute viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature; (iii) impersonate another person; (iv) upload, post, transmit or otherwise make available through the Site any content that infringes the intellectual property or proprietary rights of any party or otherwise violates the legal rights of others; (v) engage in, promote, or encourage illegal activity (including, without limitation, money laundering); (vi) interfere with other users’ use of the Site; (vii) use the Site for any unauthorized commercial purpose; (viii) modify, adapt, translate, or reverse engineer any portion of the Site; (ix) remove any copyright, trademark or other proprietary rights notices contained in or on the Site or any part of it; (x) use any technology to collect information about the Site’s for any unauthorized purpose; (xi) access or use the Site for the purpose of creating a product or service that is competitive with any of our products or services. If you engage in any of the activities prohibited by this Section, we may, at our sole and absolute discretion, without notice to you, and without limiting any of our other rights or remedies at law or in equity, immediately suspend or terminate your user account.

3. Fees and Payment

a. If you elect to purchase an NFT through the Site, any financial transactions that you engage in will be conducted solely through the Avalanche network. We will have no insight into or control over these payments or transactions, nor do we have the ability to reverse any transactions.  We will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage or any other transactions that you conduct via the Avalanche network.

b. Like most networks, the Avalanche network requires the payment of a transaction fee (a “Gas Fee”) for every transaction that occurs on the Avalanche network. The Gas Fee funds the network of validators that run the decentralized Avalanche network. This means that you will need to pay a Gas Fee for each transaction.

4. Disclaimers

a. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE SITE IS AT YOUR SOLE RISK, AND THAT THE SITE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE MAKE NO EXPRESS WARRANTIES AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE SITE AND ANY PART OF IT (INCLUDING, WITHOUT LIMITATION, THE SITE, ANY SMART CONTRACT, OR ANY EXTERNAL WEBSITES), INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CORRECTNESS, ACCURACY, OR RELIABILITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE, OUR SUBSIDIARIES, AFFILIATES, AND LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (I) YOUR ACCESS TO OR USE OF THE SITE WILL MEET YOUR REQUIREMENTS, (II) YOUR ACCESS TO OR USE OF THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (III) USAGE DATA PROVIDED THROUGH THE SITE WILL BE ACCURATE, (III) THE SITE OR ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE ON OR THROUGH THE SITE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (IV) THAT ANY DATA THAT YOU DISCLOSE WHEN YOU USE THE SITE WILL BE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

b. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND AGREE THAT WE HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR WILLFULL MISCONDUCT.

c. WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF THE AVALANCHE NETWORK NOR DO WE HAVE NO CONTROL OVER AND MAKE NO GUARANTEES REGARDING ANY SMART CONTRACTS.

5. Limitation of Liability

a. YOU UNDERSTAND AND AGREE THAT WE WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHICH YOU MAY INCUR, HOWSOEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFITS (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER INTANGIBLE LOSS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

b. YOU AGREE THAT OUR TOTAL, AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR ACCESS TO OR USE OF (OR YOUR INABILITY TO ACCESS OR USE) ANY PORTION OF THE SITE, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, IS LIMITED TO THE GREATER OF (A) THE AMOUNTS YOU ACTUALLY PAID US UNDER THESE TERMS IN THE 12 MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE, OR (B) $500.

c. YOU ACKNOWLEDGE AND AGREE THAT WE HAVE MADE THE SITE AVAILABLE TO YOU AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN. WE WOULD NOT BE ABLE TO PROVIDE THE SITE TO YOU WITHOUT THESE LIMITATIONS.

6. Risk Assumption

You accept and acknowledge each of the following:

a. To the extent that you sell your #SafeExit NFT, please be aware that the prices of NFTs are extremely volatile and fluctuations in the price of the $NPlus1 token may impact the price of your #SafeExit NFT both positively and negatively. Given the volatility of cryptocurrency assets, users agree to trade entirely at their own risk.

b. Ownership of a #SafeExit NFT represents an insurable amount of any $NPlus1 tokens subsequently purchased and denominated in $AVAX. Accordingly, holders of the #SafeExit NFT will be entitled to redeem up to the equivalent value of their $NPlus1 token purchase plus a 6.25% risk premium upon redemption and ultimate forfeiture of their #SafeExit NFT and unwritten by the protocol’s dedicated #SafeExit fund. In addition, nothing on this Site qualifies or is intended to be an offering of securities in any jurisdiction nor does it constitute an offer or an invitation to purchase shares, securities or other financial products.  Due to the experimental nature of the project, the Guilder Network has not been registered with or approved by any regulator in any jurisdiction. It remains your sole responsibility to assure that the purchase of the $NPlus1 token and #SafeExit NFT and any associated products are in compliance with laws and regulations in your jurisdiction.

c. You assume all risks associated with using an Internet-based currency, including, but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your wallet.

d. NFTs, cryptocurrencies and blockchain technology are relatively new and the regulatory landscape is unsettled.  New regulations could negatively impact such technologies impacting the value for your $NPlus1 token and #SafeExit NFT. You understand and accept all risk in that regard.

e. You assume all responsibility for any adverse effects of disruptions or other issues impacting the Avalanche token or its Network.

7. Indemnification

You agree to hold harmless and indemnify the Guilder Network and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners from and against any claim, liability, loss, damage (actual and consequential) of any kind or nature, suit, judgment, litigation cost, and reasonable attorneys’ fees arising out of or in any way related to (i) your breach of these Terms, (ii) your misuse of the Site, or (iii) your violation of applicable laws, rules or regulations in connection with your access to or use of the Site.

8. #SafeExit NFT Policy

1. is designed to offer digital asset insurance cover against future $N1 token purchases.

2. each has a maximum agreed value denominated in AVAX.

3. is a single use insurance pass which is payable upon redemption only.

4. assigns all new benefits, rights and obligations if sold or transferred.

5. tokens received as future rewards are strictly excluded from cover.

6. becomes void upon the sale or transfer of any $N1 tokens.

7. please store this digital asset in a safe place.

8. never reveal your private keys/seed phrase to anyone

9. trade only via the official NFT marketplace designated by GuilderFi

10. 1% of all lifetime sale proceeds will go to its original owner

11. 2% of all individual sales will go to all the holders of #SafeExit NFTs

12. 3% of all sale proceeds will go towards supporting the APY

13. payouts will be issued in AVAX, USDT, or any other major cryptocurrency available in the reserves of the #SafeExit Fund.

14. claims are strictly via redemption only via app.guilderfi.io

 

9. Changes to the Terms and Conditions

We may make changes to the Terms at our discretion. Please check these Terms periodically for changes. Any changes to the Terms will apply on the date that they are made, and your continued access to or use after the Terms have been updated will constitute your binding acceptance of the updates. If you do not agree to any revised Terms, you may not access or use the Site.

10. Children

Our Site is not intended for children.  You must be at least 18 years old to access this Site or purchase and of its digital assets. If you are under 18 years old you are not permitted to use this Site for any reason. By accessing the Site, you represent and warrant that you are at least 18 years of age.

11. Dispute Resolution; Arbitration

All disputes arising out of or in connection with these Terms, including without limitation your access or use of the Site, or to any products sold or distributed through the Site, will be referred to and finally resolved by arbitration under the rules of the American Arbitration Association. The case will be adjudicated by a single arbitrator and will be administered by the relevant Arbitration authority in accordance with its applicable rules. Each party will cover its own fees and costs associated with the arbitration proceedings. The place of arbitration will be Sydney, Australia. The award of the arbitrator will be final and binding, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, we may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction.

WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATED TO THESE TERMS, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THE SITE OR ANY PRODUCTS SOLD OR DISTRIBUTED THROUGH THE SITE, OR THE SMART CONTRACTS: (I) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO HAVE A TRIAL BY JURY; AND (II) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS IN ANY LAWSUIT, INCLUDING BUT NOT LIMITED TO CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.

 

12. Access to the Platform

The Company takes reasonable steps to keep its Platform operational. However, the Company does not warrant, guarantee or represent that:
  1. there will be operational stability, availability or continuation of the Platform or the website;
  2. users of the Platform and/or any Liquidity Provider engaged by the Company will remain stable, reliable, secure, solvent or error-free;
  3. the Platform or the website is safe from unauthorised access, fraud or other suspicious or illegal activity; or
  4. there will be a continuation of the agreement formed under these Terms.
 

In addition, the Company warns you that the Platform and the website may be inaccessible at times due to:

  1. down time and maintenance;
  2. internet, network or server problems;
  3. equipment failure, including the failure of third party systems; or
  4. a Force Majeure Event.

13. Governing Law

These Terms and User’s use of the website and the Platform will be governed by the laws of New South Wales, Australia. All Users submit to the non-exclusive jurisdiction of the courts of New South Wales.

 

14. Severability

If any provision of these Terms is deemed invalid or unenforceable by a court of competent jurisdiction, the provision will be enforceable to the maximum extent permissible and the remaining provisions remain in full force and effect.

 

15. Definitions

In these Terms:

  • Abusive behaviour includes the use of abusive or threatening language or behaviour, whether by email or otherwise.
  • Account means a User’s account maintained by the Company, which allows (among other things) the User to record, trade, receive and withdraw Tokens.
  • Account balance means the total of fiat currency and Tokens that appears in the User’s Account.
  • Approved Overseas User means a User that is not a resident of Australia who is accepted by the Company as a User.
  • Beneficial interest means the right to use and sell the Tokens but is not the same as having legal title in the Tokens.
  • Beneficial owner means the person who has the beneficial interest. You are the Beneficial owner of the number and type of Tokens which are recorded in your Account, because the Company is holding those Tokens on your behalf and for your benefit.
  • Business day means a day that is not a Saturday or a Sunday or any other day which is a public holiday or a bank holiday in Australia.
  • Deposited Currency means any authorized crypto currency as is acceptable to the Company and held in a User’s Account.
  • Fee means an amount levied by the Company in relation to a User’s Account. It may be levied against a particular User’s Account or in respect of a class of Accounts or across all Accounts. Fees may also be levied in respect of specific services provided to Users.
  • Force Majeure Event means:
    • any act, event or occurrence (including without limitation any strike, riot or civil commotion, act of terrorism, war, industrial action, acts and regulations of any governmental or supra national bodies or authorities) that, in the Company’s opinion, prevents it from maintaining the Platform;
    • any breakdown or failure of transmission, communication or computer facilities, interruption of power supply, or electronic or communications equipment failure;
    • any unauthorised access, suspicious activity or other interference in respect of the Platform; or
    • the failure of any relevant supplier, financial institution or agent that, in the Company’s opinion, prevents it from maintaining the Platform or otherwise performing its obligations.
  • Instruction mean offer to buy or offer to sell Tokens through the Platform at the price, if any, nominated in such Instruction plus any applicable Commission.
  • Large Instruction means an Instruction that the Company wishes to match with a Liquidity Provider due to its size. Contact us here to undertake a Large Instruction.
  • Liquidity Provider means a person or entity who provides liquidity, pricing or other related services (in either or both buy and sell Transactions), and has entered into a LP Agreement with the Company.
  • LP Agreement means an agreement between the Company and the Liquidity Provider whereby the Liquidity Provider agrees to provide Token Liquidity to the Company, on the terms set out in the LP Agreement.
  • Platform means the GuilderFi website and associated software which facilitates Instructions and Transactions.
  • Sanctions law means the Charter of the United Nations Act 1945, Autonomous Sanctions Act 2011, associated rules and other instruments.
  • Token Liquidity means the Tokens to be provided by the Liquidity Provider to the Company, on the terms set out in the LP Agreement.
  • Transaction means the purchase or sale of Tokens arising from an Instruction.
 

Appendix: Staking Rewards

These staking terms set out the conditions upon which the Company will make each staking rewards program offered with respect to the Tokens listed below available to Users (each being a “Rewards Program”). These staking terms are incorporated into the Terms. Unless otherwise defined capitalised terms have the same meaning as in the Terms:

 

           1. Max-Auto Compounding

Users who hold at least 1 $NPlus1 Token in their Account will be eligible to receive participation rewards (“Rewards”) under the Rewards Program offered by the Guilder Network.

Rewards are currently offered to each eligible holder of $NPlus1 on a proportional basis to incentivise the use and adoption of GuilderFi.

The Company will pass on Rewards (less any Fee) it receives from the Guilder Network which are referable to the Tokens held by the User (“Rewards Payment”). The Company will determine the Rewards Payment by calculating the Rewards which the Company reasonably estimates the User would have received under the Rewards Program if the User had direct custody of the Tokens. The Company’s calculation of the Rewards Payment is final and binding.

The Rewards Program is offered by GuilderFi and can be amended or terminated at any time by the Guilder Network.

 

 

2. APY 

 

The Annual Percentage Yield (“APY”) is disclosed on the website and represents the current annual yield offered under the Rewards Program. The yield represents the percentage of Tokens which may be earned under the Rewards Program, but is not an absolute yield (or rate of return) which factors the price (or future price direction) of the Token.

The APY assumes all Rewards earned are compounded (i.e. not withdrawn). The APY is calculated on a 12 minute basis and is based on historical distribution rates offered under the Rewards Program. However the APY disclosed on the website represents the fixed yearly yield generated under the Max Auto Compounding Program within the current yearly period. The APY is fixed on a yearly schedule which can be found here.

 

 

 

3. Project Earnings Calculation

 

A projected earnings feature is included on the website and intended to provide Users with an estimate of the Rewards that may be earned under the Rewards Program over the period of time selected by the User. The projected earnings calculation is based on the current value of the Token and APY. These figures are likely to change in the future which means that the Rewards actually earned under a Rewards Program will be different to those disclosed in the projected earnings calculation. The projected earnings calculation is an estimate only and subject to change.

 

 

 

 

     4. Distributions

The Company will distribute the Rewards Payment to the User’s Account at the time or intervals disclosed on the Company’s website or as it otherwise considers appropriate. A record of the Rewards Payments will be available in the User’s Account.

A User only becomes entitled to Rewards at the time it receives the Rewards Payment. A User does not own and cannot otherwise deal with any Rewards which have accrued to the User under any Rewards Program, but have not yet been distributed by the Company as a Rewards Payment. If the User ceases to hold an Account at the time of the Rewards Payment, the Company will be entitled to retain the Rewards Payment on its own account.

 

 

5.      Risks and Liability

The Rewards Program is subject to the risks associated with holding Tokens which are disclosed in the Terms.

The APY and projected earnings calculation are provided for illustrative purposes only and Users should not rely on them when deciding whether to buy, sell or hold Tokens or in determining whether to participate in any Rewards Program.

To the maximum extent permitted by law, the Company will not be liable for any damages, loss, costs or other expenses incurred by Users in connection with any Rewards Program.