General Terms & Conditions

Welcome to www.joincommonwealth.xyz, a website (“Site”) provided by Metamasters DAO Corp. (“Metamaster”, “We”, “Our”, or “Us” as well as “we”, “our” or “us”), a company incorporated with limited liability in the Republic of Panama, registered in the Panamanian Commercial register in sheet with number 1557220242.

Matemasters is part, and has to be put in the context, of Common Wealth, a broader and structured decentralized autonomous system (“DAS”) aimed at enhancing the re-appropriation of values by individuals and investors according to the web 3.0 and the crypto ethos by substituting updated governance models with a system based on compliance with rules established in the automated processes and manages by software written and deployed in the blockchain. We also encourage You to carefully read the Common Wealth Whitepaper (the “Whitepaper”), available at the following link https://joincommonwealth.xyz/whitepaper.

The DAS is designed to be a self-sustaining, decentralized system but there are, of course, entities involved in DAS setup. These activities are known as “bootloader” activities (named after the program that gets a computer started). It’s important to note that “boot loader” activities are distinct from the activities of the DAS. In the case of the DAS, one of the entities responsible for the DAS boot loader activities is Metamasters DAO Corp. This Site itself can be considered to be part of the DAS.

It is important to specify that, accordingly with the decentralized logic of the DAS, amounts of monies paid by You for the use of the Common Wealth platform, as specified in this Terms or in the Whitepaper do not constitute profits or revenues of Metamaster but will only be used to pay for the maintenance of the DAS common goods (i.e. the platform, the software, etc.). In other words, Metamaster will not distribute any profit to its shareholders but will only operate to pay for the DAS products and services. When we refer in these Terms of a product or a service offered to you it has to be understood under the role that Metamaster performs as a bootloader of the DAS. The acceptance of the DAS system means the acceptance that, as decentralization ultimately means, we are not in control of many facets of the system which are automatized through smart contract and other means which limit human intervention or, to put under a different point of view, human manipulation and abuse.

This Site is provided to you (“You” or “Your” or “User” as well as “you” or “your” or “user”), subject to the following Terms & Conditions (“Terms”), as modified and updated from time to time. Metamaster and You, collectively referred to as “the Parties” or “Parties”.

The present Terms regulate as well your use of the Common Wealth App available at https://app.joincommonwealth.xyz/.

Please note that while every product or service offered or commercialized through this Site (even if not exclusively) is subject and is regulated by these Terms, some of these products or services may have additional terms and conditions which may regulate Your use of those services or products. In the case of the conflict between these Terms and the specific terms and conditions of a product or service the latter will prevail. If a product or a service offered or commercialized through this Site does not have its own specific terms and conditions only these Terms will be applicable to such a product or a service.

Exhibit A of these Terms contain rules and clauses which govern and regulate your participation or your investment with us. Some of those rules are also contained in the Whitepaper but while Exhibit A in these Terms has full legal value, the paragraphs contained in the Whitepaper are for reference only.

1. Acceptance and updates

These Terms, including Exhibit A, and the Privacy Policy (“Privacy Policy”) govern your use of our Site as well as of any product or services offered or sold (even if not exclusively) through this Site, where additional terms and conditions for products and services sold through this Site may also apply to those products and services. To use this Site and purchase any product or services offered or sold (even if not exclusively) through this Site, you must be able to form a legally binding contract online either as an individual or on behalf of a legal entity. To that end, you represent that: (a) if you are agreeing to these Terms on behalf of a legal entity, you have the legal authority to bind the legal entity to these Terms; and (b) if you are agreeing to these Terms as a natural person You are at least 18 years old or the age of majority where you reside, whichever is older, and that You can form a legally binding contract online. Persons younger than the age of 18 are considered minors and must be under the care of a parent or guardian unless they are emancipated.

These Terms contain a mandatory individual arbitration and class action/jury trial waiver provision that requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions.

IF YOU DO NOT AGREE TO THESE TERMS AND THE PRIVACY POLICY, YOU MUST IMMEDIATELY TERMINATE USE OF THIS SITE. IF YOU PURCHASE ANY PRODUCT OR SERVICE THROUGH THIS WEBSITE YOU ACCEPT TO BE BOUND BY THESE TERMS AS WELL AS ANY ADDITIONAL TERMS AND CONDITIONS AS POSSIBLY INDICATED SPECIFICALLY FOR THOSE PRODUCTS AND SERVICES.

2. Privacy

Please read carefully our Privacy Policy, which is a part of these Terms.

3. Termination, limitations and modifications

We do not guarantee that the Site, or any content on it, will always be available or uninterrupted. From time to time, access may be interrupted, suspended, or restricted, including because of a fault, error, unforeseen circumstances, or because we are carrying out planned maintenance. You acknowledge and agree that we have the right in our sole discretion at any time with or without notice and in whole or in part to modify or terminate this Site. We will not be liable to you for any loss or damage you may suffer as a result of the Site being unavailable at any time for any reason.

We may also impose, in our sole discretion, limits on certain features and services or restrict your access to parts or the entire Site without notice or liability.

We reserve the right, at our sole discretion, to modify the Site or any services offered through the Site, or to modify or remove any content on the Site, at any time and without prior notice to you. We are not liable to You or any third party should we exercise this right. Any changes or modifications will be effective immediately upon posting the updated content on the Site, and you waive any right you may have to receive specific notice of such changes or modifications. Your continued use of the Site after such postings will constitute your acknowledgment and acceptance of the revised Site or content.

4. Use of the Site

By accessing our Site or purchasing any product or services offered or sold (even if not exclusively) through this Site, you warrant that You:

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  You have understood that Metamaster, this Site and every product or service offered herein is part of the DAS and whatever is said in the Site has to be construed, used and determined under a decentralized point of view and a philosophy compatible with that of DAS;

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  will not impersonate any person or entity or misrepresent your affiliation with any other person or entity;

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  will not reproduce or reuse any part or item of the Site;

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  will use our Site or our product and service only as explicitly authorized and in compliance with these Terms and our policies made available to you;

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  will not make use of any robot, spider, site search or retrieval application, or other manual or automatic means or process to retrieve, extract, index, or data mine any data or content on our Site or in any way reproduce parts of the Site;

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  will not bypass or circumvent (or attempt to bypass or circumvent) any measures we may use to restrict access to any part of our Site;

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  are neither a resident of the United States of America nor of the United Kingdom;

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  are not accessing this Site from Cuba, Iran, North Korea, Sudan, Syria, any of the Crimea, Donetsk People's Republic (DNR) or Luhansk People's Republic (LNR) regions of Ukraine, or any other country or any other country or jurisdiction against which the United States (“US”), United Kingdom (“UK”), European Union (“EU”) or other nation or international organization maintains economic sanctions;

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  are not currently subject to any sanctions, or included in any sanctioned list, administered or enforced by the Office of Foreign Assets Control of the US Department of the Treasury (OFAC), especially the OFAC SDN (specially designated nationals), the United Nations Security Council (UN), the EU, or any other governmental authority with jurisdiction over You, including but not limited to the sanctions lists maintained by OFAC, the UN, or the EU;

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  if You are a legal person or an entity, the legal person or the entity is not, nor any of its directors, shareholders, officers, employees, agents, or any persons or entities directly or indirectly affiliated with it is an individual or entity that is, or is owned or controlled by an individual or entity that is currently subject to any sanctions, or included in any sanctioned list, administered or enforced by the Office of Foreign Assets Control of the US Department of the Treasury (OFAC), especially the an OFAC SDN (specially designated nationals), the UN Security Council, the EU, or any other governmental authority with jurisdiction SSover You, including but not limited to the sanctions lists maintained by OFAC, the UN, or the EU.

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  You possess the experience, knowledge, and expertise to make Your own investment decisions and understand the risks involved; and that, in any case, You are not acting on behalf of, or for the benefit of, nor You intend to transfer any Tokens You may purchase to, any person who is not understand the risks involved.

5. Blockchain and crypto assets

The Site nor Matemaster is a broker or intermediary and is in no way your agent, advisor, or custodian, and we do not have a fiduciary relationship or obligation to you regarding any other decisions or activities that you effect when using your wallet to interact with any blockchain protocol. Nothing included in the Site constitutes an offer or solicitation to sell, or distribution of, investments and related services to anyone in any jurisdiction.

We are not responsible for any activities that you engage in when using blockchain technologies, and you should understand the risks associated with participating in decentralized protocols or blockchains on Ethereum, or other blockchains. Furthermore, You acknowledge and agree that there is significant risk and uncertainty regarding the operation and effects and risks of utilizing novel, experimental, speculative, and experimental cryptographic technologies and blockchain technologies, including tokens, cryptocurrencies, stablecoins, “smart contracts” consensus algorithms, voting systems and distributed, decentralized, or peer-to-peer networks, or systems in connection with the Site or otherwise. You further understand that the markets for digital assets are highly volatile due to factors including (but not limited to) adoption, speculation, technology, security, and regulation. You acknowledge that the cost and speed of transacting with cryptographic and blockchain-based systems are variable and may increase or decrease dramatically at any time. You acknowledge that we are not responsible for any of these variables or risks, do not own or control the Ethereum blockchain or any other blockchain system and cannot be held liable for any resulting losses that you experience while accessing or using the Site. Finally, by accessing and using the Site, you represent that you understand the inherent risks associated with using cryptographic and blockchain-based systems, and that you take full responsibility for your own knowledge and understanding of the usage and intricacies of digital assets.

By purchasing one of our product or service You understand crypto related products or services should be purchased only by individuals or companies that have significant experience with, and understanding of, the usage and functioning of the blockchain, cryptocurrencies and of the cryptographic tokens, especially Ethereum-based tokens. While Metamaster will always be available to answer to technical questions, we will not be responsible in any way for loss of any cryptocurrency resulting from actions taken by, or omitted by You when purchasing or products or using our services. If You do not have such experience or expertise, then You should not purchase our products and services.

Also, besides your expertise in crypto assets and the blockchain, by purchasing one of our products and services You understand, confirm and accept that blockchain, crypto assets, and tokens products are extremely volatile products and markets and that companies or investment, broadly speaking, focused or simply related to the crypto sector be of extreme risk. Therefore, if You do not want to run such risks please do not invest with us or in one or our products or services.

6. Limitation of liability

Our Site as well as products and services are offered “as is” and “as available”. To the maximum extent permitted under law, we disclaim all express and implied warranties of any kind with respect to our Site as well as products and services. Any investment in one of the products or services offered or commercialized through this Site (even if not exclusively) is not guaranteed and by investing in one of our products or services You understand that you may lose your entire capital invested in such a product or services and will not liable for that towards You.

We make no representation or warranties about the accuracy, quality, completeness, timeliness, suitability or reliability of content or information available through our Site or through links to third party sites as well as well as in relation to any product or service offered or commercialized through this Site (even if not exclusively).

Metamaster does not warrant that the Site service will be uninterrupted or error free or that any information, software or other material available on or accessible through the Web site is free of viruses, worms, Trojan horses or other harmful components (see also below clause 8).

Under no circumstances shall we or any of our officers, directors, employees, contractors, agents, affiliates, or subsidiaries be liable to You for an amount exceeding $100.00 US for any claims, proceedings, liabilities, obligations, damages, losses, or costs related to, caused by, or connected with the use of this Site or of a product or a service offered or commercialized through this Site (even if not exclusively). This limitation of liability applies regardless of whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, and even if we have been advised of the possibility of such liability. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of certain liabilities and damages. Accordingly, some of the disclaimers and limitations set forth in these Terms may not apply to you. This limitation of liability shall apply to the fullest extent permitted by law.

7. Right of Withdrawal for EU consumer clients

If You are a resident in the European Union and a consumer, pursuant to the notion contained in Article 1 of European Union Directive 2011/83 (“consumer means any natural person who, in contracts covered by this Directive, is acting for purposes which are outside his trade, business, craft or profession”), and You are based in the European Union You hereby expressly consent to lose Your right of withdrawal in relation to any product or services purchased through (even if not exclusively) this Site, pursuant to Article 16, letter m, of European Union Directive 2011/83 (as implemented in each Member State) as this is a contract for the supply of digital content which is not supplied on a tangible medium. Hereby, You irrevocably provide Your express consent to begin the performance during the right of withdrawal.

8. Indemnity

You agree to hold harmless, release, defend, and indemnify us and our officers, directors, employees, contractors, agents, affiliates, and subsidiaries from and against all claims, damages, obligations, losses, liabilities, costs, and expenses arising from: (a) your access and use of the Site; (b) your purchase or use of a product or a service offered or commercialized through this Site (even if not exclusively); (c) your violation of any term or condition of these Terms, the right of any third party, or any other applicable law, rule, or regulation; and (d) any other party's access and use of the Site with your assistance or using any device or account that you own or control.

9. Cybersecurity issues and blockchain

We expressly disclaim all liability for any direct, indirect, incidental, consequential, or special damages, including but not limited to loss of data, revenue, profits, or business opportunities, damage to property, personal injury, or any other loss that may occur due to the transmission of any computer virus, worm, time bomb, logic bomb, Trojan horse, or other malicious software that may infect a user's equipment, as a result of using the Site or downloading any material from the Site, or from any Site linked to it as well as purchasing any product or service offered or commercialized through this Site (even if not exclusively).

Although all of our smart contract have been duly audited, if you decide to connect your wallet to one of our smart contract you do at your own risk knowing that smart contracts can be subjects to cyberattack so that for any loss of value or damage that you might incur in your wallet as a result to connecting to one of our smart contract, the limitation of liability in Article 6 above fully applies.

By using the Site, you agree that We shall not be responsible for any unauthorized access to, alteration of your transmissions or data, any material or data sent or received or not sent or received, or any transactions entered into through the Site. It is the responsibility of each user to ensure that their software and equipment are protected against such threats and to refrain from accessing the Site should it be suspected of containing malicious software.

You are solely responsible for your use of the Site. To the extent you locally run any component that results in interaction with a blockchain-based protocol requiring the use of a blockchain account, you agree to take appropriate action to secure, protect, and backup your accounts in a manner that will provide appropriate security and protection, which might include use of encryption. This includes your obligation under these Terms to record and securely maintain any passwords or backup security phrases (i.e. “seed phrases”, or “pass phrases”) that relate to your use of any blockchain. You acknowledge that you will not share with us nor any other third party any password, backup/seed phrase, or account login information that relates to your use of the Site, and that we will not be held responsible if you do share any such phrase or password, or lose access to your account, for any reason.

Use of blockchain protocol networks are typically subject to third-party transaction fees. Any interaction with a blockchain protocol network is a locally run instance and, as a result, Metamaster has no knowledge of such interactions, does not receive such fees, and has no ability to reverse or refund any amounts paid in error to initiate any transaction.

10. Copyright and Trademarks

All content on our Site or in our product or services is protected by copyright and owned by Metamaster.

Unless otherwise specified like in paragraph 3 of this Article 9, you cannot reproduce the Site or parts of it.

Metamaster retains all rights in its name, logos and trademarks (“Trademarks”), whether or not registered. You may not use our Trademarks without our prior written permission and in any manner that is likely to cause confusion about whether we are the source of or sponsor of or endorser of a product, service, or activity. If you wish to use one of our Trademarks, please contact [email protected] to request permission. All other Trademarks displayed on our Site are the property of their respective owners.

11. Third-Party Links

The Site may contain hyperlinks or references to third party Sites. Any such hyperlinks or references are provided for your information and convenience only. We have no control over third party Sites and accept no legal responsibility for any content, material or information contained in them. The display of any hyperlink and reference to any third-party Site does not mean that we endorse that third party's Site, products or services. Your use of a third-party site may be governed by the terms and conditions of that third-party site

12. General Provisions

These Terms are governed by and should be construed according to the laws of the Republic of Panama (without regard to conflict of law rules or principles of the Republic of Panama, or any other jurisdiction that would cause the application of the laws of any other jurisdiction). You are responsible for complying with any applicable local laws of the country where you reside or you stay at the time of accessing this Site. These Terms create no joint venture, agency, partnership or similar relationship.

If any clause or part of any clause of these Terms is found to be void, unenforceable or invalid, then it will be severed from these Terms, leaving the remainder in full force and effect, provided that the severance has not altered the basic nature of these Terms.

We may perform any of our obligations, and exercise any of the rights granted to us under these Terms, through a third-party. We may assign any or all our rights and obligations under these Terms to any third-party.

No single or partial exercise, or failure or delay in exercising any right, power or remedy by us shall constitute a waiver by us of, or impair or preclude any further exercise of, that or any right, power or remedy arising under these Terms and conditions or otherwise.

13. Mediation and arbitration. Class action and jury trial waiver

You agree that to resolve any dispute, controversy, or claim relating in any way to your access or use of the Site, You will engage in good-faith efforts through mediation to resolve such disputes with Metamaster prior to initiating an arbitration. You must initiate this mediation process by sending an email describing the nature of your claim and desired resolution to the following address: [email protected]. Both Parties agree to meet and confer personally, by telephone, or by remote conference service to discuss the dispute and attempt in good faith to reach a mutually beneficial outcome that avoids the expenses of arbitration.

Should the mediation process fail, any disputes arising out of or in connection with the Site or these Terms, including any questions regarding its existence, validity, or termination, or any other actions or omissions for which we may be liable, shall be finally resolved by arbitration. All disputes arising out of or in connection with the present contract shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by three arbitrators appointed in accordance with the said Rules. The Emergency Arbitrator Provisions shall not apply. The Expedited Procedure Provisions shall not apply. No award or procedural order made in the arbitration shall be published.

You hereby waive any constitutional and statutory rights to sue in court and have a trial in front of a judge or a jury. All claims and disputes within the scope of this arbitration agreement must be arbitrated on an individual basis and not on a representative or collective class basis. Under the arbitration procedures outlined in this section, arbitrators shall not combine or consolidate more than one party’s claims without the written consent of all affected parties to an arbitration proceeding.

[ LINK TO EXHIBIT A (pdf) ]