Content:
Part I - Urban Change Protocol and Frontend TOU
Part 2 - Community TOU
Part I - Urban Change Protocol and Frontend TOU
V.1.2. | Nov. 13, 2023
Urban Change Protocol and Frontend
Urban Change Protocol (“Protocol”) has been developed and deployed by the Urban Change Foundation, c/o Coin Finance AG, Gartenstrasse 5, 6300 Zug, with its registered seat in Zug, Switzerland (“Foundation”).
The Protocol is an application layer based on the Algorand blockchain that allows users to launch and operate a community (“Community Leaders”) using the Protocol’s native Token (“Urban Change Token”), to participate in communities (“Community Members”) and to accept payments (“Whitelisted Businesses” and together with Community Leaders and Community Members “Users”).
Each community deploys its own coin, which can be used to purchase services and goods at Whitelisted Businesses (“Local Coin”), and its own reward tokens which are distributed if a user spends Local Coins at Whitelisted Businesses and thereby stimulates the local economy (“Impact Token”).
Community Leaders may incentivize Community Members to perform tasks that are beneficial for the community by granting them Local Coins. Moreover, they may incentivize Community Members and Whitelisted Businesses to spend funds locally by granting them Impact Tokens (“Proof of Stimulation”).
Users are responsible for complying with applicable laws and regulations, in particular, but not limited to, the organization of their communities as well as all its activities (e.g. issuance of tokens).
Accepting the Terms of Use
These Terms of Use (“Terms”), together with any documents expressly incorporated by reference, govern the access to and use of the Frontend, the Protocol, and related smart contracts. By using the Frontend and/or the Protocol, the Users agree to be bound by these Terms and all of the terms incorporated herein by reference.
The issuance of and transactions in Urban Change Tokens, Local Coins or Impact Tokens and any rights and obligations between Users and/or communities are not governed by these Terms but by other terms and/or agreements.
The Foundation reserves the right to change or modify these Terms at any time at its own and sole discretion. By continuing to access or use the Frontend and/or the Protocol, the Users confirm that they accept the updated Terms and all of the terms incorporated therein by reference.
Frontend and Access to the Protocol
While the Protocol can be openly accessed with the Algorand blockchain explorer, the Foundation runs a website-based interface and a mobile app (“Frontend”) that allows Users easier access to the Protocol and its functionalities.
In order to access the Protocol via the Frontend the Users are required to create a user account held with the Foundation (“User Account”).
In order to set up a community, Community Leaders are required to create an account for their community (“Community Account”). Communities can be administered, managed, and operated (e.g issuing Local Coins, defining features of Impact Tokens and issuing them, setting up initiatives, funding initiatives and defining conditions under which rewards are paid out to Community Members, whitelist businesses which are part of the community, and other functionalities) via the Community Account.
Community Leaders can grant access to the Community Account to other Users who also have a User Account with the Foundation. Community Leaders remain responsible for any and all use and activities performed via or in connection with the Community Account.
Users provide general information as requested by the Foundation (e.g., name, email, etc.) and connect their personal wallet to the Frontend serving as a cryptographic login.
Users who choose to set up an account using the service provided by “Magic” integrated into the Frontend, hereby also consent to their Terms of Use and Privacy Policy.
Users are solely responsible for the security of their User Account and/or Community Account and agree to immediately notify the Foundation if they discover or otherwise suspect any security issues related to their User Account and/or Community Account.
Users must provide true, accurate, current, and complete information when using the Frontend. In particular, when creating a User Account or Community Account, Users must provide true, accurate, current, and complete account information about themselves, and must maintain and promptly update such information as necessary.
Community Vault
Each community has a community vault which holds the Urban Change Tokens required to set up a community (“Community Vault”). It can be set up by any User. Any User that deposits Urban Change Tokens into the Community Vault will be granted the role of a Community Leader that grants access to the Community Account. Urban Change Tokens transferred to the Community Vault cannot be withdrawn once the community is set up successfully.
Tokens Vault
Community Leaders can deploy the community tokens vault for their community on the blockchain (“Tokens Vault”) using the frontend. The Tokens Vault holds stablecoins that serve as underlying for the Local Coins. Stablecoins transferred to the Tokens Vault cannot be withdrawn other than by sending Local Coins to the Tokens Vault. Furthermore, the Tokens vault holds the community’s Impact Tokens as well as Local Coins that have not been distributed. The Foundation has no control over or access to the Tokens Vault. The Community Leaders are solely responsible for the security of the Tokens Vault. The Foundation is not responsible for managing and maintaining the security of the Tokens Vault.
Community Wallet
Community Leaders can deploy a community wallet on the blockchain (“Community Wallet”), via the Frontend. The Community Wallet holds the Impact Tokens it receives as part of the Proof-of-Stimulation. The Community Wallet is controlled by the Community Leaders. The Foundation has no control over or access to the Community Wallet. The Community Leaders are solely responsible for the security of the Community Wallet. The Foundation is not responsible for managing and maintaining the security of the Community Wallet.
Fees
The Use of the Frontend is free of charge. All transactions made in relation to the Urban Change Ecosystem and local community ecosystems, respectively, including without limitation minting and transferring tokens, setting up communities, setting up initiatives, and paying out incentives to community members are facilitated by smart contracts on the Algorand blockchain. The blockchain requires the payment of a transaction fee (“Gas Fee”) for every transaction (including the deployment of smart contracts) that occurs on the blockchain, and thus every such transaction requires the payment of Gas Fees as well. The value of the Gas Fee changes, often unpredictably, and is entirely outside of the Foundation’s control. The Users also acknowledge and agree that the Gas Fee is non-refundable under all circumstances.
In addition to Gas Fees, setting up communities, setting up initiatives, and making other transactions may trigger additional fees (as specified in the whitepaper). It is the sole responsibility of the Users to inform themselves about applicable fees and to pay such fees.
Intellectual Property Rights
Rights in the Frontend
Users acknowledge and agree that the Frontend, including its “look and feel” (e.g., graphics, design, text, images, logos, page headers, button icons, and scripts), proprietary content, information, and other materials, and all content and other materials contained therein, including, without limitation, the Urban Change logo and all designs, text, graphics, pictures, data, software, sound files, other files, and the selection and arrangement thereof are the proprietary property of the Foundation or its affiliates, licensors, or users, as applicable, and the Users agree not to take any action(s) inconsistent with such ownership interests. The Foundation and its affiliates, licensors, and users, as applicable, reserve all rights in connection with the Frontend and its content, including, without limitation, the exclusive right to create derivative works. Except as expressly set forth herein, Users’ use of the Frontend does not grant to Users ownership of any other rights with respect to any content, code, data, or other materials that Users may access on or through the Frontend.
Rights to Community Content
Users are solely responsible for all the information they provide to the Foundation and/or published via the Frontend (“Community Content”). By using the services of the Foundation and by making any Community Content available on the Frontend, Users hereby grant to the Foundation the right to use the name of the community and to use aggregated or anonymized data about the community for product improvements and marketing activities related to the protocol.
All other rights shall remain with the Users. The Users represent and warrant that neither the Community Content, nor its use and provision of its Community Content to be made available through or on the Frontend, nor any use of the name of the community by the Foundation will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
Users’ License to Access and Use the Frontend
Users are hereby granted a limited, non-exclusive, non-sublicensable license to access and use the services provided at the Frontend, however, such license is subject to Users’ compliance with these Terms.
Code of Conduct
The Foundation may issue rules for the use of the Frontend and the Protocol and amend them at its own and sole discretion (“Code of Conduct”). Users are obliged to inform themselves about the current version of the Code of Conduct and assure that they and their respective communities comply with the Code of Conduct.
Communication
Users agree and understand that the Foundation will communicate with Users via electronic means. Users agree to keep their email address current and to notify the Foundation of any changes. Users agree that any notices, agreements, disclosures, or other communications delivered to their email addresses are considered valid.
Representations and Warranties of the Users
The Users represent and warrant to the Foundation the following, and acknowledge that the Foundation is relying on these representations and warranties:
If User is an entity, they are duly organized, validly existing, and in good standing under the laws of its domicile;
If User is an entity, they have the full right, power, and authority to use the Frontend, the Protocol and related smart contracts and accept these Terms;
They own, or have secured all rights (including intellectual property rights), consents, clearances and approvals necessary to be able to grant the rights granted hereunder;
They are not listed, or associated with any person or entity listed, on any of the US Department of Commerce’s Denied Persons or Entity List, the US Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, the US Department of State’s Debarred Parties List, the EU Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions, or the Swiss SECO’s Overall List of Sanctioned Individuals, Entities and Organizations, and neither they nor any of their affiliates, officers or directors is a resident of a country or territory that has been designated as non-cooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization, such as the Financial Action Task Force on money laundering;
They confirm not to be resident of, citizen of or located in a geographic area that is subject to UN-, US-, EU-, Swiss or any other sovereign country sanctions or embargoes;
They have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of agreeing to these Terms and using the Frontend;
They have a deep understanding of the functionality, usage, storage, transmission mechanisms and intricacies associated with cryptographic tokens and blockchain-based software systems;
They have been advised that the use of the Frontend, the Protocol and related smart contracts and the tokens to be issued and/or transferred by/to/from them hereunder may, in certain jurisdictions, be considered securities, and that such issuance and/or transfer may be subject to securities laws.
All information provided by them within any registration process linked to the setup of a Community Account or the use of the Frontend is true, current, accurate and complete and they do not act on behalf of any third party;
They are using the Frontend, the Protocol and/or related smart contracts in line with the Code of Conduct, as amended from time to time, and under no circumstances for any illegal purposes;
THEY HEREBY WAIVE THE RIGHT TO PARTICIPATE IN ANY CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION AGAINST ANY ENTITY OR INDIVIDUAL INVOLVED IN THE DEVELOPMENT OR PROVISION OF THE FRONTEND, THE PROTOCOL AND/OR RELATED SMART CONTRACTS;
They understand and expressly accept that there is no warranty whatsoever on the Frontend, the Protocol and/or related smart contracts, expressed or implied, to the extent permitted by law, and that the Frontend use is at their own and sole risk on an “as is” and “under development” basis and without, to the extent permitted by law, any warranties of any kind, including, but not limited to, warranties of title or implied warranties, merchantability or fitness for a particular purpose. They are aware that, subject to Section 13, they will not receive money or any other compensation for any damages they might incur in connection with the use of the Frontend;
They have not relied on any representations or warranties made by the Foundation or any other person outside of those made in these Terms, including but not limited to, conversations of any kind, whether through oral or electronic communication or any presentation, technical paper, white paper, social media content or website posting;
If User is a natural person, they are of legal age in the jurisdiction applicable to them and that they have the right, authority, and capacity to enter into these Terms;
They have not granted any other party any rights that conflict with the rights granted herein.
Representations and Warranties of the Foundation
The Foundation represents and warrants to the Users the following, and acknowledges that the Users are relying on these representations and warranties:
The Foundation is a foundation duly organized, validly existing and in good standing under the laws of Switzerland and has all requisite corporate power and authority to carry on its statutory purpose and operation as now conducted and as presently proposed to be conducted.
The Foundation has all requisite power and authority to carry out and perform its obligations under these Terms. These Terms constitute a legal, valid, and binding obligation of the Foundation enforceable against the Foundation in accordance with its terms, except that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws of general application relating to or affecting creditors’ rights generally and by equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law).
The execution and delivery of and performance under these Terms require no approval or other action from any person other than the Foundation.
There are no actions pending or threatened against or by the Foundation or any affiliate of the Foundation that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by these Terms. No event has occurred or circumstances exist that may give rise or serve as a basis for any such action.
Indemnifications
Users agree to the fullest extent permitted by applicable law, to indemnify, defend, and hold harmless the 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 (individually and collectively, the (“Foundation Parties”), from and against all actual or alleged claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interests, fees, expenses (including, without limitation, attorneys’ fees and expenses), and costs (including, without limitation, court costs, costs of settlement, and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract, or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) misuse of the Frontend, (b) any Feedback Users provide, (c) violation or breach of these Terms or applicable law, and (d) violation of the rights of or obligations to a third-party, including another User, and (e) Users negligence or wilful misconduct. They agree to promptly notify the Foundation of any Claims and cooperate with the Foundation Parties in defending such Claims. They further agree that the Foundation Parties shall have control of the defense or settlement of any Claims. This indemnity is in addition to, and not in lieu of, any other indemnities as set forth in a written agreement between Users and the Foundation.
Disclaimers
Users’ access to and use of the Frontend, the Protocol and related smart contracts are at their own risk. They understand and agree that the service is provided on an “as is” and “is available” basis and the Foundation expressly disclaims warranties or conditions of any kind, either express or implied. The Foundation and its officers, employees, directors, shareholders, parents, subsidiaries, affiliates, agents, and licensors make no warranty or representation and disclaim all responsibility for whether the services of the Foundation: (a) will meet Users` requirements; (b) will be available on an uninterrupted, timely, secure, or error-free basis; or (c) will be accurate, reliable, complete, legal, or safe. The Foundation disclaims all other warranties or conditions, express or implied, including, without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, title and non-infringement. The Foundation will not be liable for any kind of action taken or taken in reliance on material or information, contained on the Frontend. While the Foundation attempts to make the access to and use of the Frontend safe, the Foundation cannot and does not represent or warrant that the service is available at all times, free of viruses or other harmful components. The Foundation cannot guarantee the security of any data that Users disclose online. No advice or information, whether oral or obtained from the Foundation parties or through the service, will create any warranty or representation not expressly made herein. Users accept the inherent security risks of providing information and dealing online over the internet and will not hold the Foundation responsible for any breach of security.
The liability of the Foundation for direct and indirect damages – regardless of the legal ground – is expressly excluded to the maximum extent permitted by law. Likewise, contractual liability for actions or omissions of auxiliary persons as well as the non-contractual liability of the Foundation is excluded to the maximum extent permitted by law.
The Foundation will not be responsible or liable to Users for any loss and take no responsibility for, and will not be liable to Users for, any use of the Frontend, the Protocol, and related smart contracts, content, and/or content linked to or associated with any losses, damages, or claims arising from: (a) Users error, incorrectly constructed transactions, or mistyped addresses; (b) server failure or data loss; (c) unauthorized access or use; (d) any unauthorized third-party activities, including without limitation the use of viruses, phishing, brute-forcing or other means of attack against the service.
The Foundation is not responsible or liable for any sustained losses or injury due to vulnerability or any kind of failure, abnormal behavior, or software (e.g., wallet, smart contract), the Frontend, the Protocol, and related smart contracts. The Foundation is not responsible for losses or injury due to late reports by developers or representatives (or no report at all) of any issues with the Frontend, the Protocol, and/or related smart contracts.
The foregoing does not affect any warranties that cannot be excluded or limited under applicable law. To the extent the Foundation may not, as a matter of applicable law, disclaim any (implied) warranty, the scope and duration of such warranty shall be the minimum permitted by applicable law.
Risks
Users accept and acknowledge the risks connected to the use of Frontend, the Protocol, and related smart contracts. In particular, but not exhaustively, the Users understand the inherent risks listed hereinafter. By using the Frontend, the Protocol, and/or related smart contracts, the Users acknowledge and assume these risks:
Risk of Software Weaknesses
The Users understand and accept that the Protocol and related smart contracts, other involved software and technology as well as technical concepts and theories are still unproven in a live (non-test) environment, which is why there is no warranty that the process for setting up communities and initiatives, issuing, receiving, use and ownership of the tokens will be uninterrupted or error-free and there is an inherent risk that the software and related technologies and theories could contain weaknesses, vulnerabilities or bugs causing, inter alia, the complete loss of the tokens.
The Users particularly understand and accept that the Protocol and related smart contracts are (once decentralized) immutable and that, as a consequence, it may be difficult or impossible to cure software weaknesses.
Regulatory Risk
The regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and new regulations or policies may materially adversely affect the use of the Frontend, the Protocol and/or related smart contracts.
The Users understand and accept that blockchain technology allows new forms of interaction. There is a possibility that certain jurisdictions will apply existing regulations or introduce new regulations addressing blockchain technology-based applications, in a way that may be contrary to the current setup and which may, inter alia, result in substantial modifications to the Frontend, the Protocol and/or related smart contracts, including the termination of the Project and the loss of the Tokens or their functionality for the Users.
The Users understand and accept that certain regulators may nevertheless qualify tokens as securities or other financial instruments under their applicable law. It remains the Users' responsibility to comply with any laws and regulations applicable to the Users when generating, holding, listing, or transferring tokens.
The Users explicitly accept and acknowledge that the Foundation assumes no liability for any and all risks relating to taxation or regulatory issues in connection with the use of the Frontend, the Protocol, and/or related smart contracts. It remains the sole responsibility of the Users to seek local legal, tax, and regulatory advice.
Risk of Abandonment / Lack of Success
A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of those ecosystems and related applications and could therefore also negatively impact the potential utility or value of the Frontend, the Protocol and/or related smart contracts.
Risk of third-party provider
The services of the Foundation may rely on third-party software. If the Foundation is unable to maintain a good relationship with such third parties; if the terms and conditions or pricing of such third parties change; if the Foundation violates or cannot comply with the terms and conditions of such third parties; or if any of such third parties loses market share or falls out of favor or is unavailable for a prolonged period of time, access to and use of the Frontend, the Protocol and/or related smart contracts may suffer.
Risk of Private Key Loss
Tokens allocated to a particular address can only be accessed with the private key that corresponds to that address. The Users understand and accept that if the private key file or wallet password were lost or stolen, the access to the Users` address as well as to the token vaults of the community (e.g. Community Vault) (“Community Tokens Vaults”) and the tokens allocated to them would be unrecoverable and would be permanently lost. The Foundation neither has control over the Users` addresses nor to the Community Tokens Vaults; therefore, the Users shall have no recourse to seek any refunds, recovery, or replacements from the Foundation in the event that they cannot access other Users` address as well as to the Community Tokens Vaults anymore and/or any tokens are lost or stolen.
Risk of Theft
The Users understand and accept that, while best efforts are made to reduce potential software attacks on the Frontend, the Protocol and related smart contracts, other involved software, and/or other technology components may be exposed to attacks by hackers or other individuals that could result in theft or loss of the Tokens.
Risk of Protocol Attacks and Forks
The Users understands and accepts that, as with other blockchains, the blockchain used for the Protocol could be susceptible to consensus-related attacks, including but not limited to double-spend attacks, majority validation power attacks, censorship attacks, and byzantine behavior in the consensus algorithm or be subject to forks. Any successful attack or fork presents a risk to the Protocol and/or related smart contracts, the expected proper execution and sequencing of token transactions, and the expected proper execution and sequencing of contract computations as well as the token balances in the wallet of the Users and/or Community Tokens Vaults.
There are risks associated with using Internet and blockchain-based products, including but not limited to, the risk associated with 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 Community Account. Users accept and acknowledge that the Foundation will not be responsible for any communication failures, disruptions, errors, distortions, or delays they may experience when using the Frontend, the Protocol and/or related smart contracts for transactions, however caused.
Data Protection¨
In relation to the performance of its services the Foundation processes User’s personal data as governed by the Data Privacy Policy. To the extent that Users (e.g. Community Leaders in their role) collect personal data of other Users or third parties and disclose it to the Foundation, for example, by publishing it on the Blockchain Protocol, or otherwise, it is the User who is responsible for the lawfulness of any such processing and who holds the Foundation harmless in relation to any damages arisen or claimed against the Foundation in the event of lawful processing.
Modifications to the Frontend
The Foundation reserves the right in its sole discretion to modify, suspend, or discontinue, temporarily or permanently, the provision of the Frontend (or any features or parts thereof) at any time and without liability as a result.
Tax Considerations
The Users are solely responsible for determining what, if any, taxes apply to their use of the Frontend, the Protocol, and/or related smart contracts. The Foundation is not responsible for determining or paying the taxes that apply to such use.
Miscellaneous
Relationship of the Parties
The Foundation and the Users are independent contractors. These Terms do not create nor is it intended to create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties.
Severability
If any provision of this Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of the Terms or invalidate or render unenforceable such provision in any other jurisdiction. Upon such determination that any provision is invalid, illegal, or unenforceable, the Terms shall be modified to effectuate the original intent of the original provision as closely as possible.
Assignment
Notwithstanding the possibility to grant access to the Community Account to other Users, Users may not assign or transfer any rights and licenses granted under these Terms, without prior written (text form sufficient) consent of the Foundation. The Foundation may freely assign or transfer any rights and licenses granted under these Terms without restriction.
Applicable Law and Jurisdiction
These Terms as well as the use of the Frontend, the Protocol, and related smart contracts shall be governed by and construed in accordance with the substantive laws of Switzerland. The application of the United Nations Convention on Contracts for the International Sale of Goods shall be excluded.
Any dispute arising out of or in conjunction with these Terms shall be submitted to the exclusive jurisdiction of the courts of the city of Zug, Switzerland.
Part 2 - [Community name] Community TOU
V.1.0. | May 11, 2023
Note: This is a standardized template for the Terms of Use (TOU) that is applicable to local communities. The placeholders, including some marked by brackets, will be personalized to reflect the distinctive properties and attributes of each particular local community.
Preamble
[Name of Community] is operated by [name and/or description of the organization with its seat in [city/country] or community leaders] (“Community”) with the purpose of promoting community goals, as amended from time to time at the Community’s sole discretion (“Goal”).
The Community encourages Users to support the Goal of the Community (“Community Members”) by rewarding them for actions that are beneficial for the Community (see Section Initiatives) with its Local Coins, as described below, which can be used to pay for products and services at certain whitelisted Businesses (“Whitelisted Businesses” and together with Community Members “Users”). Furthermore, the Community incentivizes Users to spend funds locally by granting them Impact Tokens, as described below (see Section Proof of Stimulation).
Applicability of these Community Terms
The following terms (“Community Terms”) govern the rights and obligations of and between the Community and Community Members.
These Community terms do not govern the use of the mobile app or any interface via which the Community can be accessed (“Frontend”). The use of the Frontend is subject to separate terms and conditions of the provider of the Frontend, e.g. the Urban Change Foundation (“Foundation”). Users hereby acknowledge and accept the existence of such terms, conditions and requirements and to comply therewith when using the Frontend and/or any services of a third party in relation to the usage of the Frontend.
However, Users acknowledge that the Foundation reserves the right to change, adapt and/or modify its Frontend or parts thereof at its sole and own discretion. Accordingly, Users acknowledge and accept that the Foundation may issue additional rules and requirements which may result in amendments, restrictions or modifications of the current use of the Frontend.
Community reserves the right to change, adapt and/or modify these Community Terms – in whole or in part – at any time, at its own and sole discretion with immediate effect.
Users understand and accept that the use of the Frontend is at their sole and own risk and responsibility and the Community assumes no liability whatsoever in this regard. By accepting these Community Terms or any updated version thereof and/or engaging in Community, Users agree to accept and be bound by these Community Terms and any other terms incorporated by reference herein.
Initiatives
The Community may set up various initiatives to achieve the Community’s Goals (“Initiatives”) and publish them in the mobile app.
Initiatives shall incentivize Users to perform certain tasks which are beneficial for the Community (e.g. volunteering in retirement homes, recycling projects etc.) by granting them Local Coins if they perform such tasks.
Initiatives may be funded by the Community itself or by third parties approved by the Community (“Sponsors”).
Any User shall be given the opportunity to engage and participate in an Initiative, however, subject to the Community's sole and exclusive discretion. Users may do so by registering to the mobile app and creating a wallet account or connecting their wallet.
The Community determines, at its own and sole discretion, the precise action required to be taken by each participating User to achieve the Initiative’s goal (“Rewarding Action”). The Community may determine specific criteria that must be fulfilled when taking a Rewarding Action.
Each initiative published in the mobile app will display the initiative’s terms, including but not limited to the Rewarding Actions and the reward amount.
After completion of a Rewarding Action, Users report such Rewarding Action to the Community via the mobile app which decides and validates whether the report is valid, and whether the reported action satisfies the criteria of the required Rewarding Action in the respective context, thus, whether it is considered to have been successfully completed. Any such decision and validation are at the Community’s sole and own discretion. Subsequently, the community may decide at its own discretion whether or not to reward the Users with Local Coins for their actions.
Users acknowledge and accept that any such engagement and/or related action by it takes place at its sole and own risk and responsibility, voluntarily and free of choice. No action taken by Users creates any responsibility, liability of or any other claim against the Community and the community leader, or other Users (e.g. Whitelisted Businesses) under any circumstances unless expressly stated so in these Community Terms or any other terms agreed on by and between the User and such party.
The Community reserves its full right to decide, at its sole and own discretion, on the launch, setup, cancellation, nature, timeline, scope, goal, rewards, and any other action, criteria, and component of a Community (incl. Initiatives and any part thereof).
Proof of Stimulation
The Community incentivizes Users to spend funds locally by granting them Impact Tokens if they spend Local Coins at a Whitelisted Business.
Whenever Local Coins are transferred to a Whitelisted Business, Impact Tokens may be transferred to Users who transferred the Local Coins and potentially to others.
Whitelisted Businesses
Any local business may apply to become a Whitelisted Business. However, local businesses acknowledge and accept that it is at the Community’s own and sole discretion whether it whitelists a local business.
Whitelisted Businesses undertake to accept Local Coins as means of payment for their services and goods at a 1 to 1 exchange rate to USDC (see https://www.circle. com/en/usdc).
Tokens
General
The Community issues Local Coins and Impact Tokens, both as described below (Local Coins and Impact Tokens together “Tokens”).
The Tokens are blockchain-based digital information units issued on the Algorand blockchain.
The Tokens do not represent or constitute any ownership rights or stake, shares or security or equivalent rights nor any rights to receive future revenues, shares or any other form of monetary participation rights in or relating to the Blockchain and/or the Community or any third party. Tokens do not create or confer any enforceable contractual or other obligations against any party (including the Community as well as its employees, contractors and/or founders).
Tokens do not create or confer any enforceable contractual or other obligations against the Community as well as its employees, contractors and/or founders.
Local Coins
Functionality
Local Coins can be used to purchase services and goods at Whitelisted Businesses.
Only Whitelisted Businesses may redeem Local Coins against USDC at a 1 to 1 exchange rate. Other Users do not have any (partial or full) claim for redemption.
Allocation
If decision and validation by the Community is positive and a Rewarding Action by a User is accepted as having been successfully completed, User may earn Local Coins as a reward in turn thereof. The number of Local Coins earned by taking a Rewarding Action may be defined and amended by the Community, at its sole and own discretion.
Impact Tokens
Functionality
Impact Tokens may provide Users with the following rights:
the right to participate in the governance process relating to matters of the community;
[additional utilities]
Impact Tokens do not give any (partial or full) claim for redemption to any Users.
Allocation
Impact Tokens may be allocated to Users who spend Local Coins at Whitelisted Businesses and potentially to others.
The price of Impact Token is subject to free market conditions. Initial supply and/or Impact Token issuance as well as any subsequent allocation are at the Community’s sole and own discretion and may be subject to change, at any time.
Disclaimers
The User has no license right and no right to any intellectual property rights, equivalent rights or any other form of participation in or relating to the Community, an Initiative or any other action related thereto.
Users acknowledge and accept that by engaging in the Community, an Initiative, a Rewarding Action or any other action related thereto, to have at no time and in no event any right
that a certain Initiative is launched, set up provided, offered or made available to Users;
to participate or be part of a certain or specific Community or Initiative;
to be accepted as a participant, to have their actions considered as valid and be rewarded subsequently.
to be accepted as a Whitelisted Business;
to earn a certain number of Local Coins, if any, in particular (but without limitation) in turn of a Rewarding Action, and based on a certain ratio or rate;
to spend Local Coins at certain businesses;
to gain a certain number of Impact Tokens in turn of spending a specific amount or number of Local Coins at a Whitelisted Business;
that a certain Community, Initiative or Rewarding Action is not cancelled;
Users acknowledge and accept that the Community may at any time and without prior notice at its sole and own discretion:
specify more rules and requirements in relation to an Initiative or a related Rewarding Action, for example regarding timeframe, scope, limitations, type and amount of reward, earning caps etc.;
terminate or change Initiatives and Rewarding Actions and any other action related thereto;
determine if an action is a valid one
reward or not reward Users with Local Coins or Impact Tokens
change the Community’s and/or the Goal and terminate, suspend, postpone or limit it and/or
dissolve a Community.
No advice or information, whether oral or obtained and shared under and/or in relation to the performance of these Community Terms, will create any warranty or representation not expressly made herein. Users accept the inherent security risks of providing information and dealing online over the internet and will not hold the Community responsible for any breach of security.
Risks
The User understands and accepts the risks connected to engaging in the Community and/or holding Tokens, in particular, but not exhaustively, the User understands the inherent risks listed hereinafter. By accepting these Terms, User expressly acknowledges and assumes these risks.
Risk of Software Weaknesses
The User understands and accepts that the underlying software application and software platform, other involved software and technology as well as technical concepts and theories are still unproven in a live (non-test-)environment, which is why there is no warranty that the process for receiving, use and ownership of the Tokens will be uninterrupted or error-free and there is an inherent risk that the software and related technologies and theories could contain weaknesses, vulnerabilities or bugs causing, inter alia, the complete loss of the Tokens with respect to their functionality.
The User particularly understands and accepts that the Tokens’ issuance and redemption take place in a decentralized and immutable fashion and that, as a consequence, it may be difficult or impossible to cure software weaknesses.
Regulatory Risk
The User understands and accepts that the blockchain technology allows new forms of interaction. There is a possibility that certain jurisdictions will apply existing regulations or introduce new regulations addressing blockchain technology-based applications, in a way that may be contrary to the current setup and which may, inter alia, result in substantial modifications of the Tokens, as well as the dissolution of the Community and the loss of the Tokens or their functionality for the User.
The User understands and accepts that, certain regulators may qualify Tokens as money, securities or other financial instruments under their applicable law. It remains in the User’s responsibility to comply with any laws and regulations applicable to the User when holding or transferring the Tokens.
The User understands and agrees that:
the Tokens are not, and there is no anticipation that the Tokens will ever be registered with the U.S. Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), or with any U.S. state agency or law of similar import, and that the offering of Tokens is being made with the intention of relying upon, and remaining in compliance with, the requirements of Regulation S as promulgated under the Securities Act;
neither the Community nor its affiliates are registered or licensed with any federal or state regulator as an investment adviser, commodity trading adviser, commodity pool operator, broker-dealer, money services business (an “MSB”), money transmitter (an “MT”), New York Department of Financial Services-licensed virtual currency business, designated contract merchant, or any other form of U.S. regulated financial institution whatsoever;
the offering of the Tokens is being made only in those jurisdictions and to those persons where and to whom they may lawfully be offered for sale, and these Terms are not, and under no circumstances are to be construed as, a prospectus, an advertisement or a public offering of Tokens in the United States;
no securities or other regulatory authority has expressed an opinion about the status of the Tokens and whether it is a criminal offense under the laws of some jurisdictions to claim otherwise;
the transactions contemplated in these Terms have not been reviewed by, passed on or submitted to any regulatory agency or self-regulatory organization. As a result, the User will not be afforded the full set of protections provided to the clients and customers of such entities under any applicable laws; and
if the Tokens are deemed to be securities, in one or more jurisdictions, or these Terms or the issuance of the Tokens constitutes a non-exempt forward contract, or the Community or its affiliates are required to register with a regulatory agency, the Tokens and the Community could be subject to significant additional regulation, including restrictions on transferability and resale or operational activity. This could lead to significant changes with respect to Tokens, how Tokens are structured, how they are purchased and sold, and other issues, and would greatly increase the Community’s costs in creating and facilitating transactions in Tokens. Such regulation could lead to the Tokens losing functionality and/or depreciating partially or fully in value, subject the Community and its affiliates, directors, and officers to potential penalties, including federal civil and criminal penalties, or make the Tokens illegal or impossible to use, buy, or sell in the United States and other jurisdictions. Further, a regulator could take action against the Community or its affiliates if it views Tokens as an unregistered offering of securities or the Community’s operations otherwise as a violation of existing law. Any of these outcomes would negatively affect the value and functionality of the Tokens and/or could cause the Community to cease operations.
Risk of Abandonment / Lack of Success
The User understands and accepts that the Community may be dissolved for a number of reasons including, but not limited to, lack of interest from the public, lack of funding, incapacitation of key developers and project members, force majeure (including pandemics) or lack of commercial success or prospects. The User therefore understands that there are no assurances, that the User will receive any benefits through the Tokens held by it.
Risk of Withdrawing Partners
The User understands and accepts that the success of the Community depends strongly on the front-end providers (such as the Urban Change Foundation) and other crucial partners. The User therefore understands, that there is no assurance that the Community will be successful.
Risk Associated with other Communities
The User understands and accepts that the Community may give rise to other, alternative communities, promoted by unaffiliated third parties, under which Tokens will have no intrinsic value.
Risk of Private Key Loss
Tokens allocated to a particular address can only be accessed with the private key associated with that address. The User understands and accepts that if its private key file or wallet password were lost or stolen, the allocated Tokens associated with the User's address or password could be unrecoverable and would be permanently lost. The Community has no control over the Tokens; therefore, the User shall have no recourse to seek any refunds, recovery or replacements from the Community in the event that the Tokens are lost or stolen.
Risk of Theft
The User understands and accepts that the Tokens and the underlying blockchain, other involved software, other technology components and/or platforms may be exposed to attacks by hackers or other individuals that could result in theft or loss of the Tokens.
Risk of Protocol Attacks and Forks
The User understands and accepts that, as with other blockchain based Tokens, the Tokens and the underlying blockchain could be susceptible to consensus-related attacks, including but not limited to double-spend attacks, majority validation power attacks, censorship attacks, and byzantine behaviour in the consensus algorithm or be subject to forks. Any successful attack or fork presents a risk to the Token holdings and the underlying blockchain, the expected proper execution and sequencing of Token transactions and the expected proper execution and sequencing of contract computations as well as the Token balances in the wallet of the User.
Representations and Warranties
User represents and warrants to the Community the following, and hereby acknowledges that the Community is relying on these representations and warranties:
not to be a resident of, a citizen of or located in a geographic area that is subject to UN-, US-, EU-, Swiss or any other sovereign country sanctions or embargoes;
not to be domiciled in the laws of any country, whose legislation conflicts with these Terms, the Community incl. any related action thereto (e.g. Initiatives, Rewarding Actions, Local Coin and Impact Token transactions and allocation) and/or the goal of the Community in general;
not to have relied upon any marketing materials or representations by the Community outside of these Terms and its own investigations. The User has based its decision and actions solely upon its own investigations and the contents of these Community Terms as well as its entire free and independent will;
that all information provided and shared by the User is true, current, accurate and complete and they do not act on behalf of any third party. In the event of any changes of such data the User undertakes to notify the Communication at [contact details].
that the User understands that subject to the redemption right of Whitelisted Businesses holding Local Coins, it has no right against any party to request any kind of redemption, refund, compensation, loss, rate, price, reward or any other kind of value related to the Community (incl. Initiatives and Rewarded Actions and any other actions related thereto) under any circumstances;
THAT USER HEREBY WAIVES THE RIGHT TO PARTICIPATE IN ANY CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION AGAINST ANY ENTITY OR INDIVIDUAL INVOLVED IN THE DEVELOPMENT OR PROVISION OF ANY ACTION UNDER THESE COMMUNITY TERMS;
that the User has not relied on any representations or warranties made by the Community or any other person outside of those made in these Terms, including but not limited to, conversations of any kind, whether through oral or electronic communication or any presentation, technical paper, white paper, social media content or website posting;
that the User understands and expressly accepts that there is no warranty whatsoever on the success of the Community (incl. Initiatives and Rewarded Actions and any other actions related thereto), expressed or implied, to the extent permitted by law, and that any action under these Community Terms are at the sole risk of the User on an “as is and available” and “under development” basis and without, to the extent permitted by law, any warranties of any kind, including, but not limited to, warranties of title or implied warranties, merchantability or fitness for a particular goal;
the User is of legal age in the jurisdiction applicable to it and that it has the right, authority, and capacity to enter into these Community Terms;
the User has not granted any other party any rights that conflict with the rights granted herein.
Liability and Indemnification
The Parties limit the liability of both Parties under these Terms under any title to damages caused by fraud, wilful intent or gross negligence.
To the fullest extent permitted by any applicable law, in no event will the aggregate liability of the the Community, as the case may be, exceed the value of the Local Coins spent by a User.
The Community hereby excludes any and all liabilities of itself and its officers, employees, directors, shareholders, parents, subsidiaries, affiliates, agents, and licensors incl. community leaders for direct and indirect damages – regardless of the legal ground – to the maximum extent permitted by applicable law including any kind of action or taken in reliance on material or information, provided in the App in relation to these Community Terms.
The User acknowledges and agrees that, to the fullest extent permitted by any applicable law, the Community or any of its employees, contractors and/or founders are not liable, and the User agrees not to hold them liable, for any and all damages (including direct, indirect, incidental, and/or consequential damages, loss of profits, goodwill or data), regulatory implications, tax or other liability or injury whatsoever caused by or related to the Community or in connection with these Terms or any transaction contemplated in these Terms under any cause or action whatsoever of any kind in any jurisdiction.
The Community hereby excludes any and all liabilities of itself and its officers, employees, directors, shareholders, parents, subsidiaries, affiliates, agents, and licensors incl. community leaders for any use of the App, and/or content linked to or associated with any such losses, damages, or claims arising from:
the engagement or participation within a certain Community, Initiative, Rewarding Action or any related action thereto each of which taking place at Users’ sole and own risk and responsibility;
the termination or dissolution of a certain Community, Initiative, Rewarding Action or any related action thereto;
the change of any requirements determined regarding a certain Community, Initiative, Rewarding Action, the whitelisting of businesses, or any related action thereto incl. terms that define rewards being granted in turn thereof;
the usage of Local Coins or Impact Tokens;
User’s errors;
server failure or data loss incl. any unauthorized or unlawful use of data by third parties;
unauthorized, unlawful access or use or any such use in violation of these Community Terms or any other terms in relation to the use of the App, its content or functionalities;
unauthorized third-party activities, including without limitation the use of viruses, phishing, brute-forcing or other means of attack against the service.
Users understand and accept that the use of the App is at their sole and own risk and responsibility and the Community assumes no liability whatsoever in this regard.
USERS AGREE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TO INDEMNIFY, DEFEND, AND HOLD HARMLESS THE COMMUNITY, 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 community leaders, and assigns (individually and collectively, the (“Community Parties”), from and against all actual or alleged claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interests, fees, expenses (including, without limitation, attorneys’ fees and expenses), and costs (including, without limitation, court costs, costs of settlement, and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract, or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of the participation in a Community, being whitelisted as a Whitelisted Business, the allocation, ownership or use of Tokens and/or any contemplated action under these Terms under any cause or action whatsoever fo any kind of in any jurisdiction.
Intellectual Property Rights
The Community reserves all rights in connection with the content it makes available via the app and any other information that is shared by the Community in relation to the Community, the Goal or other Users. Except as expressly set forth herein, no action by Users in relation to or under these Terms shall grant to Users ownership or any other rights with respect to any content, data, or other materials that Users may access in relation or under these Terms.
Data Protection
The Community may process Users’ personal data which is governed by the Community’s then-current Privacy Policy.
Users hereby acknowledge that any data processing of and by other Users incl. Community Leaders and Whitelisted Businesses take place subject to their own privacy policies and conditions and that such processing does not create any responsibility and liability of and/or claims against the Community. Further, Users acknowledge that personal data may be published and/or used on Blockchain and that it may not be removed from the Blockchain once shared or published on it.
Miscellaneous
The Community and Users shall be deemed as independent contractors and nothing in these Community Terms shall be interpreted, construed, governed or otherwise intended to create a partnership, franchise, joint venture, agency, fiduciary or any other employment relationship by and between Users, a User and the Community.
Should one or several provisions of these Community Terms – in a whole or in part – be invalid, unlawful, illegal or unenforceable in any applicable jurisdiction or be deemed so by a competent authority or court, this shall not affect other parts of the affected provision or any other provisions of these Community Terms or render it invalid, unlawful, illegal or unenforceable in any other jurisdiction. Upon any such legally enforceable determination, the affected provision(s) shall be modified to effectuate the original intent of the original provision(s) as closely as possible and legally valid.
Users shall not assigned, transfer or otherwise grant any rights under these Community Terms to third parties without the previous written consent of the Community, such consent to be given at the sole and exclusive discretion of the Community. The Community is entitled to freely assign, transfer or otherwise grant any right under these Community Terms to any third party without restrictions. For the sake of clarity, nothing in these Terms shall prevent the Community from subcontracting and/or outsourcing tasks to third parties without seeking prior consent of the User.
If any Party waives the enforcement or exercise of its contractual right in a particular case, this may not be considered a general waiver of the respective right or any other contractual right or the exercise and enforcement thereof.
These Community Terms incl. any use, action and performance related thereto will be construed in accordance with and governed by the substantive laws of [City/Country]
Any dispute, controversy or claim arising out of or in relation to, these Community Terms, including the validity, invalidity, breach, or termination thereof, shall be subject to the jurisdiction of the courts of [City/Country].
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