Last updated: November 14, 2023

These Terms of Use (“Terms” ) set forth here shall govern your use of this Website, including all pages within it (“Site”). These Terms apply in full force and effect to your use of this Site and by using this Site, you expressly accept all terms and conditions contained herein in full including the Celo Community Code of Conduct (the “Community Code”). You must not use this Site, if you have any objection to any of these Terms or the Community Code. This Site is not for use by any minors (defined as those who are not at least 18 years of age), and you must not use this Site if you are a minor.

Intellectual Property Rights

The Celo Foundation, a Delaware nonprofit, nonstock corporation, file number 6646078 (“Foundation”) and/or its licensors own all rights to the intellectual property and material contained in this Site, and all such rights are reserved. You are granted a limited license only, subject to the restrictions provided in these Terms, for purposes of viewing the material contained on this Site.

Website Content

The text of the Site is licensed under a Creative Commons Attribution (CC BY) license.

Website Code

You may use the HTML and CSS files on our Site for your website, as long as you use the vv (the colors, gradients, fonts, etc.) and follow the Community Code. The Celo Brand Kit, HTML and/or CSS code allow your website to contribute to the broader Celo community, but your website should reflect your own design and not merely replicate this Site with your logo. Use of the Celo Brand Kit, HTML and/or CSS code does not grant you any right to use the trademarks, trade names, service marks, or trade dress of the Celo Foundation, if applicable.

Restrictions

In addition to any restrictions in the Community Code and Celo Brand Kit, you are expressly restricted from all of the following:

• selling, sublicensing and/or otherwise commercializing any Site material;
• using this Site in any way that is, or may be, damaging to this Site;
• using this Site in any way that impacts user access to this Site;
• using this Site contrary to applicable laws and regulations, or in a way that causes, or may cause, harm to the Site, or to any person or business entity;
• using this Site to engage in any advertising or marketing.

No warranties

This Site is provided “as is,” with all faults, and the Foundation makes no express or implied representations or warranties, of any kind related to this Site or the materials contained on this Site. Additionally, nothing contained on this Site shall be construed as providing consultation or advice to you.

Limitation of liability

In no event shall the Foundation, nor any of its officers, directors, employees, contractors or agents be liable to you for anything arising out of or in any way connected with your use of this Site, whether such liability is under contract, tort or otherwise, and Foundation, including its officers, directors, employees, contractors or agents shall not be liable for any indirect, consequential or special liability arising out of or in any way related to your use of this Site.

Indemnification

You hereby indemnify to the fullest extent Foundation from and against any and all liabilities, costs, demands, causes of action, damages and expenses (including reasonable attorney’s fees) arising out of or in any way related to your breach of any of the provisions of these Terms.

Severability

If any provision of these Terms is found to be unenforceable or invalid under any applicable law, such unenforceability or invalidity shall not render these Terms unenforceable or invalid as a whole, and such provisions shall be deleted without affecting the remaining provisions herein.

Variation of Terms

The Foundation is permitted to revise these Terms at any time as it sees fit, and by using this Site you are expected to review such Terms on a regular basis to ensure you understand all terms and conditions governing use of this Site.

Assignment

The Foundation shall be permitted to assign, transfer, and subcontract its rights and/or obligations under these Terms without any notification or consent required. However, you shall not be permitted to assign, transfer, or subcontract any of your rights and/or obligations under these Terms.

Entire Agreement

These Terms, including any privacy policies, legal notices and disclaimers contained on this Site, constitute the entire agreement between the Foundation and you in relation to your use of this Site, and supersede all prior agreements and understandings with respect to the same.

Governing Law & Jurisdiction

These Terms will be governed by and construed in accordance with the laws of the State of California and you submit to the non-exclusive jurisdiction of the courts located in San Francisco, California for the resolution of any disputes.

ANY CLAIMS ARISING OUT OF, RELATING TO, OR CONNECTED WITH THESE TERMS MUST BE ASSERTED INDIVIDUALLY IN BINDING ARBITRATION PURSUANT TO THIS “ARBITRATION AGREEMENT”. Before either party may seek arbitration, the party must first send to the other party a written notice of dispute ("Notice") describing the nature and basis of the claim or dispute, and the requested relief. A Notice to the Foundation should be sent to: legal@celo.org. After the Notice is received, you and the Foundation may attempt to resolve the claim or dispute informally. If you and the Foundation do not resolve the claim or dispute within 30 days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.

Arbitration shall be initiated through the American Arbitration Association ("AAA"), an established alternative dispute resolution provider ("ADR Provider") that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of this arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules conflict with these Terms. The AAA Consumer Arbitration Rules ("Arbitration Rules") governing the arbitration are available online at www.adr.org. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than ten thousand U.S. Dollars (US $10,000) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is ten thousand U.S. Dollars (US $10,000) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in the city of San Francisco, California, unless the parties agree otherwise. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

The United States Arbitration Act shall apply in all cases and govern the interpretation and enforcement of the arbitration rules and arbitration proceedings. There are only two exceptions to this Arbitration Agreement. First, if the Foundation reasonably believes that you have in any manner violated or threatened to violate the Foundation’s intellectual property rights, the Foundation may seek injunctive or other appropriate relief in any court of competent jurisdiction. Second, any claim of $500 or less may, at the option of the claiming party, be resolved in small claims court in San Francisco, California if the claim and the parties are within the jurisdiction of the small claims court. For these two exceptions, you agree to submit to the personal jurisdiction of the courts located within San Francisco, California for the purpose of litigating such claims or disputes.

TO THE EXTENT ALLOWED BY LAW, YOU AGREE TO IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY OR OTHER COURT TRIAL (OTHER THAN SMALL CLAIMS COURT) OR TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING FILED AGAINST THE FOUNDATION AND/OR RELATED THIRD PARTIES.

Celo Foundation

Disclaimer--Nothing herein constitutes an offer to sell, or the solicitation of an offer to buy, any securities or digital assets.

© 2023 Celo Foundation