Terms
Terms and Conditions
Version 2.0 – [02 March 2025]
1. Introduction and scope
Welcome to turtle.club, a distribution platform aimed to align incentives among liquidity providers, protocols and other players in the DeFi space. These general terms and conditions (the "Terms") apply to your (the "Member(s)" and the "Partner Protocol(s)" or in each case "you") access or use of the turtle.club platform available through https://app.turtle.club/ (the "Platform") provided by the turtle.club DAO ("DAO") through the orchestration of the turtle.club association ("Association").
Your access or use of the Platform constitutes consent to these Terms, each time you do so. If you do not accept or comply with these Terms in full and without restriction or limitation, you may not access or use the Platform. YOUR ACCEPTANCE TO THESE TERMS IS INCLUDED IN YOUR SIGNATURE WHEN CONNECTING YOUR WALLET TO THE PLATFORM.
Important notice: No access or use of the Platform is offered for Prohibited Use and/or to Excluded Persons, as further outlined in these Terms. Use of a virtual private network (VPN) to circumvent any restrictions under these Terms or under applicable laws is strictly prohibited.
2. Platform
2.1 Services
Through the Platform, you may, subject to your Eligibility as per section 2.2, access a variety of services, including but not limited to the services outlined below (the "Services"). You acknowledge and agree that such Services may from time to time be changed or discontinued without prior notification.
Tracking: The Platform may allow Members to track their on-chain activity with integrated Partner Protocols. Connecting your Wallet authorizes the Platform to assign you to a specific Partner Protocol as a referral and track your on-chain activity with integrated Partner Protocols. This enables the Platform to facilitate liquidity distribution and may, from time to time, allow to distribute incentives associated to Member activity through the Platform or else ("Rewards"). You acknowledge and agree that:
The distribution of any such Rewards is entirely subject to change in connection with the technical and governance parameters of the Platform and the DAO and you do not have any sort of legal right or claim towards any sort of Rewards; and
such Rewards constitute a remuneration for your services that you may provide to those Partner Protocols (subject to the rules of such Partner Protocol) and are not any sort of capital flow due to an investment, participation or similar in turtle.club.
Plugin solution: The Platform may provide a plug-in that enables Partner Protocols to create customizable sites on their own platforms. This feature allows Partner Protocols to showcase other Partner Protocols within the Platform's network and offer potential Reward opportunities available through those Partner Protocols. You understand and acknowledge that any Rewards resulting from interactions with a Partner's site, including opportunities for potential Rewards, is subject to the terms and conditions of the respective Partner Protocol. The Platform is not responsible for any losses or damages incurred in connection with the use of Partner Protocol sites or the potential Reward opportunities they offer.
Frontend to Vaults: The Platform may provide an interface ("Frontend") for facilitated interaction with decentralized, non-custodial, on-chain smart contracts to deposit and withdraw digital assets (such smart contract a "Vault").
With respect to Vaults, you acknowledge and understand that Vaults are not provided or operated by the DAO and/or the Association, but by independent third-party curators who provide and curate Vaults on their own behalf.
You may view information for each of those Vaults, whereby the information displayed is subject to change and adjustment. You are responsible for carrying out your own due diligence before choosing a Vault, and for monitoring any changes made to the Vault over time. You may decide a Vault to supply liquidity to, at your sole discretion and risk. Neither the DAO nor the Association are liable for any losses or damages incurred in connection with the use of these Vaults.
With respect to the Frontend, you acknowledge and understand that the Frontend is an off-chain interface that facilitates your interaction with underlying smart contracts, whereby the functionalities of the Frontend are limited to visualizing information obtained from the smart contracts and propose interactions based entirely on your own inputs. The Vaults are entirely separate from the Frontend and remain unaffected from any changes to the Frontend. By controlling the Frontend, the DAO and/or the Association does not exercise any control whatsoever over any functionalities of the Vaults or over any assets you may place in a Vault.
2.2 Eligibility
Each time you access and use the Platform, you acknowledge, confirm, and agree to all of the following:
You satisfy and comply with all legal and regulatory requirements according to any laws and regulations applicable to you concerning the access and use of the Platform and any other actions as may be contemplated under these Terms. Furthermore, you are of legal age according to applicable laws, and, if you are acting on behalf of a legal person, the legal entity is duly incorporated and you have the legal capacity and authority to enter into these Terms on behalf of such legal person.
You may not access and use the Platform for any Prohibited Use (section 5.1). Furthermore, you may not access and use the Platform if you are an Excluded Person (section 5.2). Your compliance with the aforementioned may be technically monitored and enforced through the use of e.g., geo blocks, automated reconciliation of your Wallet against sanction lists and similar measures, to which you explicitly agree when accessing and using the Platform. There are no exceptions to the aforementioned restrictions, you may not (attempt) to circumvent any such restrictions and you may be excluded from the access and use of the Platform if you do not comply with these restrictions or you (attempt to) circumvent any such restrictions.
To access and use the Platform, you must connect a compatible blockchain address through the use of a third-party wallet software ("Wallet"). You acknowledge and agree that the use of such Wallet may be subject to terms and conditions of respective third-parties, to which neither the DAO nor the Association have any relationship whatsoever. No Wallets are associated with, maintained by, supported by, affiliated with, or endorsed, and neither the DAO nor the Association assumes any liability or responsibility whatsoever in connection with your use of any Wallets. You are solely responsible for implementing reasonable measures to secure access to the Wallet (i.e., private key(s) or other credentials) used to interact with the Platform or receive, hold, send, and use TRT.
By connecting your Wallet, you must sign an on-chain message used to place a tracker on your Wallet, to verify ownership of your Wallet and accept these Terms. By connecting, you do not grant access or control over any assets in connection with your Wallet at any point. You acknowledge and agree that such connection is entirely at your own risk, and while there have been reasonable efforts to ensure that such connection is safe to use, you understand, acknowledge and agree that there might still be technical vulnerabilities, bugs, hacks or similar that may result in you losing assets or incurring damages and/or cause other negative consequences for you. The DAO/Association is not liable to you for any and all such negative consequences.
You are solely legally entitled to any assets on, and you are solely legally responsible for any actions associated with, the Wallet. Furthermore, you access and use the Platform entirely in your own name and for your own account (or in the name and for the account of the legal person you may be acting for).
The DAO and/or the Association may, at any time and in their absolute discretion, without prior notice and without reason:
add, remove or modify (additional) requirements to access and use the Platform; or
restrict or remove your access and use of the Platform,
in each case without you having any sort of remedy, claim, right or similar against the DAO and/or the Association.
3. Disclaimers
You understand and agree to the following disclaimers:
No control over assets or liquidity: The Platform works autonomously without the use of smart contracts. Neither the DAO nor the Association, at any point in time, have access to or in any way control of any assets in connection with your Wallet, of any of your liquidity positions (including any Rewards earned on such positions) in Partner Protocols and/or Vaults or in any other third-party protocols or else.
Partner Protocols: Third-party Partner Protocols may integrate and use the Platform. You understand and acknowledge that neither the DAO nor the Association is soliciting, recommending, endorsing or intermediating between the Partner Protocols or in any other way responsible for any of your interactions with the Partner Protocols (in particular any liquidity positions you may have in such Partner Platforms). Your interaction with any Partner Protocol is entirely in your own name for your own account and at your own risk. Members of the turtle.club community may conduct (technical) due diligence on Partner Protocols before their integration and use of the Platform, which, however, is not intended to constitute any sort of recommendation or endorsement to use or interact with such Partner Protocols.
No permanent relationship with you: Neither these Terms nor your actual access or use of the Platform is intended to create any sort of (permanent) (business) relationship between you and the DAO or the Association. There is no fee for accessing or using the Platform, and you do not rely on the DAO or the Association to provide you with any services.
Distributed governance: Decisions regarding the Platform may be governed by a dispersed group of supporters, contributors, and participants through the technical governance rules of the Platform and TRT. You might participate in the governance process in accordance with such functionalities and parameters. You acknowledge and agree that governance decisions may not be in your favour or may have negative effects on you.
TRT: The turtle token (the "TRT") may be implemented to provide certain utility and functionality in connection with the Platform, under technical, economical, legal and other limitations as may apply. TRT is not intended to (i) confer or represent any right of any form, including but not limited to any equity or ownership, voting, distribution, redemption, liquidation, intellectual property, participation, or any sort of right to receive future revenues, profit shares, or similar, (ii) create or confer any enforceable contractual or other legal obligations against any person or entity (including, but not limited to, the Association, any of the directors, team members, founders, developers, employees, auditors, other contractors, and similar persons associated with the Platform, the turtle.club project entirely or the Association), (iii) are not any kind of loan, investment, or other form of participation in the Association or the Platform or the turtle.club project entirely; and (iv) are not intended to be used as a means of payment or similar.
No partnership: Members do not agree to and do not state their will to enter into or create a simple partnership, joint venture, or similar sort of legal or factual partnership by accessing or using the Platform, by obtaining, holding or using TRT, by participating in Platform governance and/or by interacting with the Platform in any other way.
Informational content: The Platform as well as any communication published on other channels (e.g., discord, X, Telegram, etc.) provides informational content and documentation regarding the functionalities, use cases, community and developments of the Platform. You understand and acknowledge that any content, in particular any references to the Platform or accompanying documentation (e.g., the whitepaper) published is intended to be of a purely informational nature and entirely subject to change. In particular, none of the content is to be understood as any kind of professional or non-professional advice, including but not limited to financial, investment, legal, or tax advice. There is no warranty (express or implied) of completeness, actuality, accuracy, and suitability for any specific purpose of the content of the Platform.
There may be phishing attacks, impersonators and other malicious activities conducted by third parties, aiming to deceive you into connecting to fraudulent contracts, or otherwise exploiting you. You have sole responsibility to verify the authenticity and accuracy of any information related to turtle.club, to ensure you do not connect your Wallet to fraudulent contracts, to refrain from otherwise sending assets to a third party or granting access to assets to a third party, and all similar measures taken by you in connection with the access and use of the Platform. Neither the DAO nor the Association is liable to you for any losses or damages you may incur as a result of such activities.
No fiduciary duties: Neither these Terms nor your access and use of the Platform are intended to create any fiduciary duties. To the fullest extent permissible under applicable law, you agree that neither your access or use of the Platform causes the DAO or the Association or any other person to owe fiduciary duties or liabilities to you or any third-party. Further, you acknowledge and agree to the fullest extent such duties or liabilities are afforded by applicable law, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated, and that the DAO or the Association and any other third-party will be held completely harmless in relation thereof.
4. Assumption of risks
The following list contains some of the risks associated with the use of the Platform, without being exhaustive:
DEFI IS INHERENTLY RISKY AND HIGHLY EXPERIMENTAL. ANY ASSETS USED IN CONNECTION WITH THE PLATFORM, WITH PARTNER PROTOCOLS OR WITH DEFI IN GENERAL ARE AT RISK OF BEING LOST INDEFINITELY OR LOOSING (ALL) THEIR VALUE, WITHOUT ANY KIND OF CONSIDERATION.
The Platform integrates with other DeFi applications or services (including Partner Protocols) which may carry substantial risks. The intended functioning of the Platform may to some degree be dependent on the proper functioning of such other DeFi applications or services. You should conduct your own research on any such other DeFi applications or services before interacting with the Platform.
Interacting with the Platform and/or Partner Protocols may carry substantial financial risks. Tokens (including TRT), and any transactions done with tokens, are by nature highly experimental, risky, complex and challenging to understand, and volatile. You understand, acknowledges, and agrees that any interactions in connection with the Platform is unsolicited and solely initiated, and their outcome is solely born, by you. The risk of loss in interactions with tokens in connection with the Platform may be substantial, up to a complete loss. You should, therefore, carefully consider whether this is suitable in light of their circumstances, financial background, and financial resources. You represent and warrant that they have been, are, and will be solely responsible for marking their independent appraisal, investigations, and research into the risks of any given interaction and that they have sufficient knowledge, market sophistication, access and use of professional advice, and overall experience to make a thorough evaluation of the merits and risks involved. Nobody is responsible or liable for any financial loss or injury sustained from interacting with the Platform.
The Platform could be impacted by one or more regulatory inquiries or regulatory actions, which could impede or limit the availability of the Platform and your continued use of the Platform. The Platform has not been reviewed, registered, approved, or licensed by any regulatory agency or authority.
Further risks associated with the use of the Platform may include but are not limited to, risks of software weakness (of the underlying blockchain infrastructure or any Partner Protocol or any Platform or any other software), risks associated with uncertain laws and regulations, risk of abandonment, lack of success or business failure, speculation risk, risks associated with other applications, risks associated with markets for the cryptographic tokens, risk of losing access to cryptographic tokens due to loss of private key(s), custodial errors or errors of you, risks of hacking, theft and vulnerabilities, risks of mining or validation attacks, risks of incompatible wallet services, risks of hard forks, risk of uninsured losses, risks arising from taxation, risks of an unfavorable fluctuation of currency value, risk of dissolution of the network, risk arising from lack of legal rights, risk associated with third-parties, jurisdiction related risks and/or any unanticipated risks. Any and all of these risks could disrupt the underlying technologies and result in a total loss of cryptographic assets, their market value, or any digital funds. You are solely responsible for the safekeeping of the private key or other credentials associated with the blockchain address used to interact with the Platform. IF YOU ARE NOT COMFORTABLE ASSUMING ANY AND ALL RISKS RELATED TO THE ACCESS AND USE OF THE PLATFORM OR ENGAGING IN TRANSACTIONS THAT RELY ON SMART CONTRACTS, DIGITAL ASSETS AND CRYPTOGRAPHIC TOKENS, AND OTHER EXPERIMENTAL TECHNOLOGY, DO NOT USE THE PLATFORM.
5. Prohibited Use and Excluded Persons
5.1 Prohibited Use
You may not access or use the Platform for unlawful purposes or not in accordance with these Terms ("Prohibited Use"). You specifically agree to not use the Platform:
In any way that violates, or could (assist in) violate (violating), any applicable domestic, foreign, or international law, statute, ordinance, or regulation, or any sanctions programs administered in any relevant country or in any way which would involve proceeds of any unlawful activity;
to cause the Platform to work other than as intended;
to take any action that may be reasonably construed as fraud, deceit, manipulation or any sort of other criminal behaviour; and
to damage the reputation of the DAO/Association or the Platform.
Additionally, you agree not to:
Circumnavigate, by any means, any restriction we may have implemented to prohibit impermissible access to Excluded Persons;
be likely to deceive or defraud, or attempt to deceive or defraud, any person, including (without limitation) providing any false, inaccurate, or misleading information (whether directly through the Platform or through an external means such as through any frontend) with the intent to unlawfully obtain the property of another or to provide knowingly or recklessly false information, including in any way that causes inaccuracy among the role of the Association, the content on the Platform or on the functionalities of the Platform;
give the wrong impression that any services, offerings, or functionalities other than the Platform as outlined in section 2 are offered, provided, or otherwise endorsed by the DAO/Association;
promote any illegal activity, or advocate, promote, or assist any unlawful act;
give the impression that they emanate from or are endorsed by the DAO/Association or any other person or entity if this is not the case;
use the Platform in any manner or with the use of any tool, device, or software that could disable, overburden, damage, impair, or interfere with any other Member's use of the Platform;
introduce any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful to the Platform, the Platform, the participants, any underlying blockchain, or any of the Platform's related utilities or functionalities;
encourage or induce any third-party to engage in any of the activities prohibited under these Terms; and
otherwise interfere with or attempt to interfere with the proper working of the Platform or the Platform in any way.
5.2 Excluded Persons
You may not access or use the Platform if you are (each, either a natural person or as a legal entity, an "Excluded Person"):
a citizen of an Excluded Jurisdiction;
domiciled in, resident of, or physically present / located in an Excluded Jurisdiction;
not of legal age (in any case at least eighteen years old) and not fully capable of judgment and action;
incorporated in, or operate out of, an Excluded Jurisdiction;
under the control of one or more individuals who is/are citizen(s) of, domiciled in, residents of, or physically present / located in, an Excluded Jurisdiction; or
in any other way prohibited or ineligible in any way, in part or in full, under applicable laws to such person or entity, to access and/or use the Platform.
For purposes of these Terms, an "Excluded Jurisdiction" means any of the following jurisdictions:
the United States of America;
the United Kingdom;
a country or territory (together "Sanctioned Countries") that is currently the subject of any sanctions or trade embargos administered or imposed by (1) Switzerland, (2) the United Nations Security Council, (3) the European Union or any member state of the European Union, (4) U.S. authorities, in particular OFAC and the U.S. Department of State, (5) your country of residence, or (6) by another authority having jurisdiction over your assets;
a jurisdiction identified by the Financial Action Task Force ("FATF") for strategic AML/CFT deficiencies and included in FATF's listing High-Risk Jurisdictions; and
a jurisdiction (including, but not limited to, the Sanctioned Countries) in which the actions contemplated under these Terms are prohibited, restricted, or unauthorized in any form or manner whether in full or in part under the laws, regulatory requirements, or rules in such jurisdiction.
6. Liability and indemnity
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE DAO OR THE ASSOCIATION MAY NOT BE LIABLE TO YOU FOR DAMAGES, INCLUDING ANY GENERAL, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE, IN CONNECTION WITH THE USE OR INABILITY TO USE THE PLATFORM (INCLUDING BUT NOT LIMITED TO LOSS OF THE DIGITAL ASSETS OR TOKENS, ALLOCATION OR NON-ALLOCATION OF FEES, LOSS OF DATA, BUSINESS INTERRUPTION, DATA BEING RENDERED INACCURATE OR OTHER LOSSES SUSTAINED BY YOU OR THIRD-PARTIES RELATED TO THE SERVICES AND/OR ANY ACTIVITY RELATED TO ANY DAPP OR A FAILURE OF THE PLATFORM TO OPERATE WITH ANY OTHER SOFTWARE). The DAO/Association will not be held liable for the inaccuracy or incompleteness of the Platform, or the incompatibility of the Platform with any specific objectives that you are hoping to achieve.
You agree to indemnify and hold the Association harmless from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of (i) any breach of these Terms or any law or regulation by you, your affiliates, your employees or any other persons acting your behalf; (ii) any breach of your representations and warranties set forth in these Terms, or (iii) your violation of the rights of a third party.
You acknowledge and agree that upgrades and modifications to the Platform may be managed in a community-driven way. Neither the DAO itself, the Association or any developer, contributor, entity, any of its representatives or directors or any other persons involved in any way with the Platform are liable for any claims or damages whatsoever associated with your use, inability to use, or your interaction with Members of, the Platform, including any direct, indirect, incidental, special, exemplary, punitive or consequential damages, or loss of profits, cryptocurrencies, tokens, or anything else of value.
7. No representations and warranties
You expressly understand and agree that you use the Platform at your own risk. THE ASSOCIATION MAKES NO AND EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE PLATFORM, WHETHER PROPRIETARY OR OPEN SOURCE. THE ASSOCIATION SPECIFICALLY DOES NOT REPRESENT AND WARRANT AND EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, USAGE, SECURITY, SUITABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE, OR AS TO THE ABSENCE OF ANY DEFECTS IN THE PLATFORM. THE ASSOCIATION DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM AND ANY RELATED INFORMATION ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE, AND THE PLATFORM IS PROVIDED STRICTLY 'AS IS' AND 'AS AVAILABLE'. THE ASSOCIATION FURTHER EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES REGARDING ANY THIRD-PARTY TECHNOLOGY, INCLUDING ALL BLOCKCHAIN INFRASTRUCTURES AND DAPPS, WHICH MAY BE USED BY YOU IN CONNECTION WITH THE USE OF THE PLATFORM (E.G., THIRD-PARTY WALLET SOFTWARE).
THE ASSOCIATION FURTHERMORE DOES NOT REPRESENT AND WARRANT AND EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, OR STATUTORY, THAT THE PLATFORM WILL REMAIN AVAILABLE IN ANY JURISDICTION WHERE IT IS CURRENTLY AVAILABLE AND DOES NOT REPRESENT AND WARRANT THAT THE ASSOCIATION CAN GUARANTEE THE LEGALITY OF THE PLATFORM IN ANY SPECIFIC JURISDICTION.
8. Intellectual Property
All rights, titles, and interests to its own intellectual property, including all copyrights, inventions, trademarks, designs, domain names, know-how, trade secrets, data and other intangible property rights remain vested in the Association.
Notwithstanding the above, you understand and acknowledge that certain aspects or parts of the Platform may be published under an open-source license or may use, incorporate, contain or link to components under an open-source license. In such case, your use of the Platform is subject to, and you will comply, with any such applicable open-source license(s).
9. Miscellaneous
Entire Agreement: These Terms, including any additional documents that are incorporated by into these Terms by reference (if any), constitute the entire agreement relating to your use of the Platform. Your general terms and conditions are excluded.
Changes to Terms: The Association may, from time to time, change these Terms in its sole discretion and without any prior announcement. The Terms at the time of access or use of Platform apply.
No Assignment: You may not assign any of its rights, obligations, or claims under the Terms without the previous written and express consent of the Association.
Severability: If any provision of the Terms (in whole or part) is held to be illegal, invalid or otherwise unenforceable, the other provisions will remain in full force and effect.
Governing Law & Jurisdiction: These Terms, and all claims or causes of action that may be based upon, arise out of or relate to these Terms shall be governed by and construed in accordance with substantive Swiss law, excluding its conflict of law provisions and the United Nations Convention on Contracts for the International Sale of Goods (CISG). The ordinary courts at the seat of the Association have jurisdiction for all disputes arising from or in connection with the Terms.
Class action and jury trial waiver: You must bring any and all disputes against the Association in your individual capacity and not as a plaintiff in or member of any purported class action, collective action, private attorney general action, or other representative proceeding. This provision applies to class arbitration. You and the Association both agree to waive the right to demand a trial by jury.
10. Contact Information
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