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Terms of Participation for the Safe Activity Program (“Safe{Pass}”)
Terms of Participation for the Safe Activity Program (“Safe{Pass}”)

Last updated: April 2024

C
Written by Christoph Sonn
Updated over a week ago

PLEASE READ THESE TERMS OF USE BEFORE PARTICIPATING IN THE SAFE ACTIVITY PROGRAM.

PREAMBLE

  1. Welcome to the Safe activity program and/or Safe{Pass} program (“Safe Activity Program”) where participants (“you”, “your” or “Participants”) can earn points (“Points”) by completing activities (“Activities”) and be eligible to receive rewards (“Rewards”).

  2. The following terms of participation (“Terms”) apply to all Participants of the Safe Activity Program and are entered into by and between you and the Safe Ecosystem Foundation, Bahnhofstrasse 16, 6300 Zug, Switzerland (“we”, “our” or “Foundation”). The Terms, together with any documents incorporated by reference herein, govern your participation in the Safe Activity Program, including all related tools, web applications, smart contracts, and Application Programming Interfaces (APIs) made available thereon. By participating in the Safe Activity Program, you signify your consent to these Terms.

We reserve the right to change these Terms at any time at our sole discretion. In this case, we will provide notice by changing the “last updated” date above. All changes to the Terms are effective immediately when communicated on the relevant Safe Activity Program website https://pass.safe.global. Your continued participation in the Safe Activity Program after the date of the updated Terms will constitute your acceptance of the updated Terms. If you do not agree with these Terms, please immediately cease all participation in the Safe Activity Program. Your only recourse in the case of disagreement is to stop participating in the Safe Activity Program.

1. Eligibility and Exclusion

By participating in the Safe Activity Program, you represent and warrant that you:

i.)are at least 18 years of age and have the right, authority, and legal capacity to accept these Terms,

ii.) will not participate in the Safe Activity Program if the laws of your country of residence and/or citizenship prohibit you from doing so in accordance with these Terms,

iii.) are not subject to personal sanctions issued by the UN, US, EU or Switzerland ("Sanctioned Persons”),

iv.) may not use, or encourage, instigate, promote, facilitate, or instruct others to use the Safe Activity Program for any illegal, harmful, fraudulent, or infringing use,

v.) participate in the Safe Activity Program for your own personal use,

vi.) are not participating from, or are a national or resident of, any of the countries embargoed or restricted by, including without limitation, the Swiss State Secretariat for Economic Affairs (SECO), the Council of the European Union, His Majesty’s Treasury of the United Kingdom of Great Britain and Northern Ireland (UK Treasury), and the U.S. Department of Treasury including, but not limited to: Belarus, Burundi, Central African Republic, Congo, Cuba. DPRK (North Korea), Guinea, Guinea-Bissau, Iran, Iraq, Lebanon, Libya, Mali, Myanmar (Burma), Republic of South Sudan, Russia, Somalia, Sudan, Syria, Ukraine, the Crimea, Donetsk, and Luhansk regions of Ukraine, Venezuela, Yemen, or Zimbabwe (“Prohibited Jurisdictions”); and

vii.) do not intend to transact with any Sanctioned Person or any person in any Prohibited Jurisdiction with regard to Rewards received;

We have the right to exclude you from participation at our sole discretion and for any reason, such as violation of these Terms or attempted manipulation of the Safe Activity Program. We reserve the right to take action against you and to deny or reclaim any Rewards that have been distributed to such individuals.

2. How to Participate and Duration of Safe Activity Program

  1. Subject to Section "Eligibility and Exclusion", you may participate in the Safe Activity Program by connecting your Safe smart contract accounts (“Safe Accounts”) to compatible user interfaces.

  2. The Safe Activities Program is a recurring event (each a “Season”) that begins for the first time on April 23rd, 2024. You can join the Safe Activity Program at any time during any Season by following the steps outlined in margin 6.

  3. We may suspend, modify or terminate the Safe Activity Program at any time without prior notice and without providing any explanation. In this case, we may decide to not award any Rewards to any Participant.

No purchase or payment of any kind is necessary to enter and/or to participate in the Safe Activity Program.

3. Activities

You must complete the Activities within the Safe Activity Program to accumulate Points and be ranked in the tiering system (“Tiering System”) and to be eligible to receive Rewards. A list of eligible Activities can be found here https://help.safe.global/en/articles/157043-what-is-safe-pass.

We reserve the right to add, modify or remove Activities and modify the Tiering System at any time without prior notice and for any reason.

4. Points and Tiering System

The Tiering System determines if and which type of Rewards you are eligible to receive. The Tiering System is divided into two or more tiers (i.e., tier 0 and tier 1), which are defined by the number of Points you accumulate for the Activities you complete during the Safe Activity Program. Locking SAFE Tokens can act as a Booster in the Tiering System (see Section "Booster: Locking of SAFE Tokens").

Points are off-chain records and non-transferable. The Points do not have or represent any monetary value. Points are attributed to each participating wallet address and maintained by the Foundation. Any purported transfer of Points is void.

We reserve the right to modify the Tiering System at any time without prior notice and for any reason.

5. Rewards

5.1 Overview

By participating in the Safe Activity Program, accumulating Points, and completing the Activities, you may be eligible to receive Rewards. Rewards can be off-chain or on-chain, such as invitations to special events, early private access to new product features, sponsored transactions, digital collectibles (NFTs) and SAFE tokens (“SAFE Tokens”).

We reserve the right to offer Rewards in different forms, to allow our partners (“Partners”) to offer and distribute Rewards to you, to add new forms of Rewards and to discontinue offering certain forms of Rewards at any time and for any reason. We assume no liability for legal and/or material defects of the Rewards, including the Rewards of the Partners.

Participating in the Safe Activity Program, collecting Points and completing Activities does not grant you any claim contractual or otherwise to receive Rewards.

5.2 Distribution

We reserve the right to make the receipt of Rewards conditional upon the successful completion of an identity verification process (“Identity Check”) and the verification of your control over your Safe Account by any method determined by us in our sole discretion (“Whitelisting Process”). We or a KYC service provider selected by us (“KYC Service Provider”) may carry out the Identity Check and the Whitelisting Wallet Process.

You undertake to promptly provide all required information, including supporting documentation and other evidence, as may be reasonably requested by us, in order to complete the Identity Check and the Whitelisting Process.

6. Booster: Locking of SAFE Tokens

You may lock your SAFE Tokens from a Safe Account into the locking smart contract (“Locking Contract”) to accumulate additional Points and thus boost your Tiering System (“Boost”). The Boost depends on the number of SAFE Tokens locked in the Locking Contract, the locking start date and the length of time the SAFE Tokens are locked. PLEASE NOTE THAT SOLELY LOCKING YOUR SAFE TOKEN WITHOUT ACTIVELY PARTICIPATING IN ACTIVITIES DOES NOT QUALIFY YOU TO RECEIVE REWARDS.

Once you have locked your SAFE Tokens, they will be subject to a minimum lock-up period of 24 hours ("Cool-Off Period"). After the Cool-Off Period has expired, you may withdraw your SAFE Tokens at any time from the Locking Contract.

Locking SAFE Tokens in the Locking Contract does not exclude you from participating in the Safe{DAO} governance.

We may suspend, modify or terminate the Boost at any time without prior notice and without providing any explanation.

You understand and accept that the locking of SAFE Tokens is an on-chain transaction that may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. The locking and unlocking of SAFE Tokens are subject to the payment of gas fees as defined in Section 7.

We make no warranties as to the security, functionality or availability of the Locking Contract, as it may contain bugs, defects or errors (including any bugs, defects or errors relating to or resulting from the display, manipulation, processing, storage, locking, or withdrawal of SAFE Tokens) that may materially and adversely affect the use or functionality of the Locking Contract or any product or system containing or used in conjunction with the Locking Contract.

Please note that residents in certain jurisdictions (including the United States) may not be eligible for the Boost and Rewards. This means that your Boost might not be applied to certain reward types, e.g. token rewards such as SAFE Tokens and you might not be eligible to certain reward types.

7. Gas Fees

All transactions must be executed on EVM networks, such as the Ethereum blockchain, regardless of whether they are initiated in connection with the Safe Activity Program. All such transactions require the payment of a transaction fee (“Gas Fee”) to the relevant EVM network. The Gas Fee required to actually execute a transaction on the EVM network depends on the activity on the EVM network and is entirely outside of the control of the Foundation. You acknowledge and agree that Gas Fees paid to the EVM network are non-refundable under any circumstances.

8. Your Safe Account and Connected User Interfaces

We do not manage, control, develop, or act as an administrator or operator of the Safe Accounts, their corresponding user interfaces, such as the Safe{Wallet}, and/or any implementations of the open-source software code base for Safe Accounts (“Safe Technology”). You therefore acknowledge that you are solely responsible for the management and the security of your Safe Accounts and the connected user interfaces. We do not store, collect or otherwise have access to the private keys for your Safe Accounts, and/or operate a user interface for your Safe Accounts. The Foundation has no custody or control over the digital assets in your Safe Accounts and has no ability to retrieve or transfer such digital assets.

The Foundation makes no representations, warranties or covenants with respect to the Safe Technology, its user interfaces, or any implementations and/or components thereof, including, but not limited to, with regard to their technical properties and/or characteristics or performance, or their actual or potential usefulness or suitability for any particular purpose.

9. Third Party Links

The Safe Activity Program may contain links to websites and content that is controlled or operated by third parties (“Third Party Links”). We are providing these Third Party Links to you only for convenience and the inclusion of any Third Party Links in the Safe Activity Program does not imply any endorsement by us of the Third Party Links and/or their operators. We are not responsible for any content contained in or associated with the Third Party Links.

10. Intellectual Property Rights

The Safe Activity Program and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof), are owned by the Foundation, its licensors, or other providers of such material and are protected by Swiss and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. You may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material in the Safe Activity Program without our prior written consent. The Foundation name, the Foundation logo, and all associated names, logos, product and service names, designs, and slogans are trademarks of the Foundation or its affiliates or licensors. You may not use such marks without the prior written permission of the Foundation (Safe – Trademark). All other names, logos, product and service names, designs, and slogans in the Safe Activity Program are the trademarks of their respective owners. Under no circumstances does your use of the Safe Activity Program grant you any ownership rights or other interest in any such marks or content in the Safe Activity Program.

11. Risks

By entering and participating in the Safe Activity Program, you affirm that you understand the risks associated with the use of cryptographic and blockchain-based systems and have a sound understanding of the use and complexities associated with digital assets. In particular, you understand and accept that (non-exhaustive list):

  • Activities may require interaction with third party software, e.g., EVM networks, Safe Accounts, the modular smart contract account open-source software code base for Safe Accounts, implementations of the Safe Accounts (including, without limitation, the {Safe}Wallet), or with third party DeFi protocols, such as cross-chain bridges, DEX, lending and staking protocols (collectively “Third Party Software”). You understand and accept that such Third Party Software is emerging technology, and therefore there is no warranty that the interactions with it will be error-free and that there is an inherent risk that the Third Party Software, as well as any related technology or concept, may contain weaknesses, vulnerabilities or bugs causing, inter alia, the complete loss of your digital assets;

  • by accessing, using or interacting with any Third Party Software or any of its related components, you are NOT interacting with us in any way;

  • interactions with Third Party Software may be irreversible, and, accordingly, losses due to fraudulent, erroneous, or accidental interactions may not be recoverable;

  • if the private key file, seed phrase, or password associated with your Safe Account is lost or stolen, and that the digital assets, including any Rewards, associated with your Safe Account will be unrecoverable and permanently lost. We have no control over your Safe Account and are under no obligation to recover your digital assets;

  • the nature of digital assets may lead to an increased risk of fraud or cyberattacks; and

  • digital asset markets are volatile in nature and influenced by factors such as adoption, speculation, technology, security and regulation.

12. Disclaimer of Warranties

The participation in the Safe Activity Program is made at your own risk. You understand and agree that the Safe Activity Program is provided on an “as is” and “as available” basis and that the Foundation expressly disclaims any and all warranties or conditions of any kind, whether express, implied, statutory or otherwise.

Neither the Foundation nor any person associated with the Foundation makes any warranty or representation with respect to the completeness, security, reliability, quality, accuracy, or availability of the Safe Activity Program. Without limiting the foregoing, neither the Foundation nor anyone associated with the Foundation represents or warrants that the Safe Activity Program, its content, or any services obtained through the Safe Activity Program will be accurate, reliable, error-free, or uninterrupted, that defects will be corrected, that the Safe Activity Program or the server that makes it available are free of viruses or other harmful components, or that the Safe Activity Program or any services or items obtained through the Safe Activity Program will otherwise meet your needs or expectations.

We make no representations, warranties or covenants with respect to the access to, functioning and operation of any Third Party Software, including its individual smart contracts, user interfaces and/or software components, including with regard to its technical properties and/or characteristics or performance, or its actual or potential usefulness or suitability for any particular purpose.

Based on the above, you should verify all information before relying on it, and all decisions based on all information contained in the Safe Activity Program are your sole responsibility and we shall not be liable for any such decisions.

13. Limitation of Liability

To the fullest extent permitted by law, in no event shall the Foundation, its affiliates, or their licensors, service providers, employees, agents, officers, or directors be liable for damages of any kind, under any legal theory, arising out of or in connection with your access to, use of, inability to use, or participation in the Safe Activity Program, your completion of any Activity, your access to and interactions with any Third Party Software, Third Party Links, or any content in the Safe Activity Program or such other websites, including any direct, indirect, special, incidental, consequential, or punitive damages, including but not limited to, personal injury, pain and suffering, emotional distress, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, and whether caused by tort (including negligence), breach of contract, or otherwise, even if foreseeable.

14. Indemnification

You agree to defend, indemnify, and hold harmless the Foundation, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any and all third-party claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms or your access and participation in the Safe Activity Program.

15. Privacy Policy

Please see our Privacy Policy Safe – Privacy to understand how we collect and use and disclose your personal data.

16. Miscellaneous

16.1 Feedback

We appreciate and encourage you to provide feedback to the Safe Activity Program. If you provide feedback, you agree that the Foundation is free to use it and may permit others to use it without any restriction or compensation to you. All feedback, comments and other communications relating to the Safe Activity Program can be directed to: comms@safe.global.

16.2 Tax Considerations

It is your sole responsibility to seek relevant tax advice to comply with any applicable tax obligations in whichever jurisdiction and to measure the tax impact of entering and participating in the Safe Activity Program.

You are solely responsible for all direct or indirect taxes, duties, charges, levies, contributions and withholdings or other fees of any kind payable under the laws of any relevant country, as well as all penalties, interest, surcharges and other costs related thereto, imposed on the Rewards.

16.3 Individual Contractors

These Terms do not create a principal or agent, employer or employee partnership, joint venture, or any other relationship except that of independent contractors between the Parties. Nothing contained herein shall be construed to create or imply a joint venture, principal and agent, employer or employee, partnership, or any other relationship except that of independent contractors between you and the Foundation, and neither party shall have any right, power or authority to create any obligation, express or implied, on behalf of the other in connection with the performance hereunder.

16.4 Entire Agreement and Severability

These Terms contain the entire agreement between Foundation and the Participants regarding the subject matter hereof and supersedes all understandings and agreements whether written or oral. If any provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of these Terms or invalidate or render unenforceable such provision in any other jurisdiction. Upon such determination that any provision is invalid, illegal, or unenforceable, these Terms shall be modified to effectuate the original intent of the Parties as closely as possible.

16.5 Governing Law and Jurisdiction

These Terms shall be governed and construed in accordance with the substantive laws of Switzerland under the exclusion of the conflict of law rules (Federal Law on International Private Law “PILA”). The application of the United Nations Convention on Contracts for the International Sale of Goods (“CISG”) shall be excluded.

Any dispute arising out of or in conjunction with these Terms shall be submitted to the exclusive jurisdiction of the ordinary courts of the city of Zug, Switzerland.

16.6 Class Action Waver

To the fullest extent permitted by applicable law, the Participant waved the right to participate in a class action lawsuit or a class-wide arbitration against the Foundation and its affiliates in that entity (bearing the majority of the voting rights attaching to all the shares in that entity or having the power to control by any means the composition of the board of directors of that entity) or any individual or entity involved in the operation of the Safe Activity Program.

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