Date of last update: December 15, 2023

These Terms of Use (“Terms”) apply to the purchase and use of services provided by MIDAO Directory Services (“MIDAO” or “COMPANY”), a corporation formed in the Republic of the Marshall Islands (“RMI”) by you and/or your organization (“you” or “organization”). MIDAO will provide services for the formation of your organization as a Decentralized Autonomous Organization Limited Liability Company in the Republic of the Marshall Islands and act as the registered agent for your organization in the Marshall Islands in accordance with the RMI DAO Act, 2022, as amended (the “Services”).

COMPANY does not make any representations or guarantees that any purchaser of MIDAO Services will receive any utility or achieve any particular outcome as a result of purchasing such Services. COMPANY reserves the right, at its sole discretion, to restrict, limit, or deny any utility to any purchaser, including to limit the period of time when a utility is available, for any reason, at any time. 

These Terms are entered into between you and MIDAO. These Terms expressly incorporate any other documents referenced herein (such as our Privacy Policy) and govern your access to and use of MIDAO’s website https://www.midao.org/ (the “Site”), including all content, functionality, and Services offered on or through the Site and any Services provided by Company.

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Reviewing and Accepting These Terms

Please read these Terms carefully, as they set out your rights and responsibilities when you use this Site and/or buy MIDAO Services. 

By agreeing to these Terms, you hereby certify that you are at least 18 years of age. If you do not agree to these Terms, you must not access or use the Site and/or Services.

By agreeing to these Terms, you agree to resolve all disputes through binding individual arbitration, which means that you waive any right to have the dispute decided by a judge or jury, and you waive any right to participate in collective action, whether that be a class action, class arbitration, or representative action. You have the ability to opt out of the Arbitration Agreement below by sending us notice of your intent to do so within thirty (30) days of your initial agreement to these Terms.

We reserve the right to change or modify these Terms at any time and in our sole discretion. You agree and understand that by accessing or using the Site or purchasing our Services following any change to these Terms, you are agreeing to the revised Terms and all of the terms incorporated therein by reference.

Review the Terms each time you access the Site to ensure that you understand how the Terms apply to your activities on the Site.

Disclaimer

Communications between you and MIDAO are protected by our Privacy Policy, but not by the attorney-client privilege or attorney work product privilege. MIDAO is a service provider and registered agent for entities formed in the Republic of the Marshall Islands. MIDAO is not a law firm or a substitute for an attorney or law firm. MIDAO may provide access to independent attorneys and self-help services at your specific direction. MIDAO cannot provide any kind of legal services, legal representation, or legal advice about possible legal rights, remedies, defenses, options, selection of forms, or strategies. Your access to the Site and use of our Services are subject to our Terms of Use.

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Fees and Payment

Upon signing a MIDAO Services Agreement, you are required to pay the registration fee (inclusive of all government fees) and the annual maintenance fee every year from now until dissolution. The annual maintenance fee is due every January, with the first annual payment due in the upcoming January. Payments can be made in fiat currency or via any method agreed upon by MIDAO in writing, including cryptocurrency tokens.

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Client Obligations

You are solely responsible for obtaining tax, regulatory, and legal advice regarding your personal affairs and the activities of your organization. It is your responsibility to ensure that your organization’s activities comply with the laws of all relevant jurisdictions. MIDAO does not provide legal, tax, fiscal, investment, or exchange control advice. You must provide MIDAO with the necessary information to ensure compliance with applicable legislation. Any changes in your organization's structure, Operating Agreement, smart contract, or membership, which are required by law or regulation to be reported, must be reported to MIDAO within 15 days. All instructions given to MIDAO must be authorized by your organization and approved by the listed smart contract or membership.

You and your organization shall not engage in any unlawful acts or conduct as defined as such by the jurisdictions in which you operate. It is your sole responsibility to determine the legality of your actions. You must promptly inform MIDAO of any matters that may affect your organization or MIDAO's ability to provide Services to you. Additionally, you must keep MIDAO fully informed of any legal proceedings related to your organization, its beneficial owners, or governance rights. You are obligated to provide assistance and documentation necessary for MIDAO to comply with its internal compliance and risk policies, including disclosing information to external legal counsel and regulatory authorities, as required.

You declare that there are no pending or threatened claims, actions, or proceedings against you or your organization regarding your organization’s assets and funds. Any such pending or threatened claims, actions, or proceedings shall be specifically disclosed in writing to MIDAO. You also declare that appointing MIDAO as the registered agent would not breach any judgments or orders, including freezing orders or injunctions, related to you, your organization, or your assets. Unless disclosed in writing, you declare that you nor your organization have never been a defendant in any legal or administrative proceedings alleging dishonest or illegal behavior related to dealings in real property, securities, or investments.

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‍Anti-Money Laundering and Client Due Diligence

MIDAO is required to apply Anti-Money Laundering and Combating the Financing of Terrorism (AML/CFT) measures in accordance with the RMI Banking Act, 1987, and AML Regulations of 2002, as amended in 2021 to ensure compliance with the international AML/CFT standards, particularly the FATF Recommendations. These measures include client identification procedures. Before engaging our services and during the client relationship, MIDAO may request appropriate information and evidence to verify your identity, as well as the identity of anyone acting on your behalf. If you are a corporate entity, MIDAO may also need to verify the identity of beneficial owners and controllers. Additionally, MIDAO may conduct enhanced due diligence and request information about the sources of your funds, as reasonably required to comply with applicable laws and regulations. You declare that the funds and/or assets introduced to MIDAO do not originate from unlawful activities, and MIDAO may request evidence to support this declaration. MIDAO reserves the right to continually monitor assets and/or funds received to ensure compliance and you agree to allow such monitoring. If you fail to provide the necessary information, MIDAO may decline instructions, cease Services, or terminate the relationship.

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‍Bribery and Corruption:

MIDAO reserves the right to decline your instructions or terminate the agreement if it becomes aware of or suspects any bribery or corruption in connection with your organization or the Services provided by MIDAO.

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‍MIDAO Duties

MIDAO treats your client and organization information as private and confidential. We will provide Services with due care, consideration, and skill, aiming to deliver them as soon as reasonably practicable. MIDAO undertakes not to disclose your and your organization’s information to third parties without your express written consent unless disclosure is required by law, compelled by a competent court, or requested by a regulatory authority. We may read, review, or inspect correspondence, documents, and other communications received by the COMPANY on behalf of the organization. You will be informed of any mail, correspondence, or documents addressed to your organization received by MIDAO. MIDAO reserves the right to obtain external legal advice regarding the legality of any action involving your organization. We may rely on such legal advice without disclosing its precise contents to your organization.

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Terms of Sale

By placing an order on the Site and/or engaging the Services of MIDAO, you agree that you are submitting a binding offer to purchase MIDAO Services. 

All sales are final. No refunds are permitted except with respect to any statutory warranties or guarantees that cannot be excluded or limited by law. In the event an organization cannot be successfully registered, MIDAO will return any prepaid annual fees and 50% of the registration fee.

Unless expressly agreed to in writing by MIDAO, you shall not sell Series DAO LLCs within your purchased Master DAO LLC.

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Intellectual Property

Other than Site Content, all other intellectual property, trademarks, product names, and logos on the Site are the property of their respective owners and may not be copied, imitated, or used, in whole or in part, without the permission of the applicable trademark holder. Without limiting the foregoing, if you believe that third-party material hosted on the Site infringes your copyright or trademark rights, please file a notice of infringement by contacting the Designated Copyright Agent listed below.

Your notice must contain the following information as required by the Digital Millennium Copyright Act (17 U.S.C. §512) (“DMCA”): (i) full name and a physical or electronic signature of the person authorized to act on behalf of the copyright owner, and (ii) identification of the copyrighted work claimed to have been infringed. 

If multiple copyrighted works are covered by your notice, you may provide: (i) a representative list of the copyrighted works that you claim have been infringed, (ii) reasonably sufficient detail to enable us to identify and locate the copyrighted work that is claimed to be infringing (e.g., a link to the page on the Site that contains the material), (iii) a mailing address, telephone number, and email address where we can contact you, (iv) a statement that you have a good faith belief that the disputed use of the copyrighted work is not authorized by the copyright owner, its agent, or the law, and (v) a statement made by you, under penalty of perjury, that the information in the notice is accurate and that you are the copyright owner or are authorized to act on behalf of the copyright owner.

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Please submit your notice to the Designated Agent below:

‍Email: notices@midao.org

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Once you provide us with adequate notice as described above, we will respond expeditiously and take whatever action, in our sole discretion, that is deemed appropriate including removal of the disputed copyrighted work from the Site.

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Counter-Notice:

‍If you believe that a DMCA notice of copyright infringement has been improperly submitted against you, you may submit a counter-notice to the Designated Agent with the following information required by the DMCA: (i) your physical or electronic signature, (ii) identification of the copyrighted work that has been removed or to which access has been disabled including a link to the page on the Site that contained the material before it was removed or disabled, (iii) a statement under penalty of perjury that you have a good faith belief that the copyrighted work was removed or disabled as a result of mistake or misidentification, (iv) your name, address, e-mail address, and telephone number, and (v) a statement that you (1) consent to the jurisdiction of the Federal District Court in the judicial district where your address is located if the address is in the United States, or the United District Court for the Southern District of Delaware if your address is located outside of the United States, and (2) accept service of process from the person who provided the DMCA notice of the alleged copyright infringement.

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Please submit your notice to the Designated Agent below:

Email: notices@midao.org

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In the event that the COMPANY receives a counter-notice in compliance with the above requirements, we will provide the person who submitted the DMCA copyright infringement notice with a copy of the counter-notice, informing them that the COMPANY will replace the removed material in 10 business days from the date of the counter-notice unless the COMPANY first receives notice from the person who submitted the DMCA copyright infringement notice that they have filed an action seeking a court order to restrain the alleged infringing activity.

PLEASE NOTE THAT COMPANY INTENDS TO COMPLY WITH ALL PROVISIONS OF THE DIGITAL MILLENNIUM COPYRIGHT ACT BUT WILL NOT UNILATERALLY TAKE RESPONSIBILITY FOR POLICING AND REMOVING MATERIAL ALLEGED TO BE INFRINGING.

We hereby grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Site content. In return, you agree not to engage or assist, in any activity that violates any law, statute, ordinance, regulation, or sanctions program, including but not limited to the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), or that involves proceeds of any unlawful activity; not to engage in any other activity or behavior that poses a threat to COMPANY, (e.g., by distributing a virus or other harmful code, or through unauthorized access to the Site) or not to interfere with other user’s access to or use of the Services.

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Privacy

You acknowledge and agree to the collection, use, and disclosure of your personal information in accordance with our Privacy Policy, which is incorporated into these Terms.

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Modifications

You agree and understand that we may modify part or all of this Site or the Services without notice, and that we may update these Terms and any other document incorporated by reference therein at any time.

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Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COMPANY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THESE TERMS, THE SITE, SITE CONTENT, MIDAO SERVICES, OR THIRD PARTY SITES AND PRODUCTS, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE, SITE CONTENT, MIDAO SERVICES, OR THIRD-PARTY SITES AND PRODUCTS ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA RESULTING THEREFROM.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF COMPANY ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, THE ACCESS TO AND USE OF THE SITE, SITE CONTENT, MIDAO SERVICES, OR ANY SERVICES PURCHASED ON THE SITE EXCEED THE GREATER OF (A) $100 OR (B) THE AMOUNT YOU HAVE PAID TO COMPANY FOR THE SERVICES IN THE LAST TWELVE MONTHS OUT OF WHICH LIABILITY AROSE.

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Indemnification

To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless COMPANY, and our 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 “COMPANY Parties”), from and against all actual or alleged third-party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, 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) your use or misuse of the Site, Site content, or MIDAO Services, (b) your violation of these Terms, (c) your violation of the rights of a third party, including another user and (d) your failure to pay any applicable taxes in connection with your transactions on this Site or purchase of MIDAO Services. You agree to promptly notify us of any third-party Claims and cooperate with the COMPANY Parties in defending such Claims. You further agree that the COMPANY Parties shall have control of the defense or settlement of any third-party Claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A WRITTEN AGREEMENT BETWEEN YOU AND US.

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Governing Law

These Terms of Use, your rights and obligations, and all actions contemplated by, arising out of, or related to these Terms shall be governed by the laws of the Republic of the Marshall Islands, as if these Terms are a contract wholly entered into and wholly performed within the Republic of the Marshall Islands. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THIS SITE AND/OR ENGAGEMENT OF MIDAO SERVICES AS CONTEMPLATED BY THESE TERMS SHALL BE DEEMED TO HAVE OCCURRED IN THE REPUBLIC OF THE MARSHALL ISLANDS AND BE SUBJECT TO THE INTERNAL LAWS OF THE REPUBLIC OF THE MARSHALL ISLANDS WITHOUT REGARD TO ITS CONFLICT OF LAWS PRINCIPLES.

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Disputes and Arbitration Agreement

Carefully read the following arbitration agreement ("Arbitration Agreement"). It requires you to arbitrate disputes with COMPANY and limits the manner in which you can seek relief from us.

Applicability of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of the Site, to any Services sold or distributed through the Site, including MIDAO Services, or to any aspect of your relationship with COMPANY will be resolved by binding arbitration, rather than in court, except that you or COMPANY may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).

All disputes arising out of or in connection with these Terms, including without limitation your access or use of the Site, or to any products or Services sold by COMPANY, will be referred to and finally resolved by arbitration under the rules of the American Arbitration Association. The case will be adjudicated by a single arbitrator and will be administered by the American Arbitration Association in accordance with its applicable rules. Each party will cover its own fees and costs associated with the arbitration proceedings. The place of arbitration will be Delaware. The award of the arbitrator will be final and binding, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, we may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction.

WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATED TO THESE TERMS, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THE SITE OR ANY PRODUCTS OR SERVICES SOLD BY COMPANY: (I) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO HAVE A TRIAL BY JURY; AND (II) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS IN ANY LAWSUIT, INCLUDING BUT NOT LIMITED TO CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.

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General

MIDAO's obligations will cease immediately if you fail to observe these Terms, if MIDAO discovers that your organization is or has been involved in unlawful activities, or if you provide false or incorrect information to MIDAO. MIDAO may resign as the registered agent to your organization at any time, with or without cause, by providing written notice of at least 60 days. MIDAO may also terminate its obligations under these Terms immediately if legal proceedings are commenced against your organization or if any incident brings MIDAO's reputation or standing into disrepute. These Terms of Use are governed by and construed in accordance with the laws of the Republic of the Marshall Islands.

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Remuneration

MIDAO is entitled to reimbursement for expenses and remuneration for Services based on our published fee scales and Terms and Conditions in force at the time. In the event of termination, MIDAO is not obliged to return all or any part of the fees and expenses paid.

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Severability

Except as provided herein, if any part or parts of the Arbitration Agreement in these Terms are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.

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Survival of Agreement

The Arbitration Agreement will survive until the termination of your relationship with COMPANY.

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Modification

Notwithstanding any provision in these Terms to the contrary, we agree that if COMPANY makes any future material change to the Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by emailing us at notices@midao.org.

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Severability

If any term, clause, or provision of these Terms is held invalid or unenforceable, then that term, clause, or provision shall be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause, or provision, or any other terms, clause, or provision of these Terms.

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Entire Agreement

These Terms comprise the entire agreement between you and us relating to your access to and use of the Site, Site content and any MIDAO Services you have purchased, and supersede any and all prior discussions, agreements, and understandings of any kind. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity.

COMPANY may make changes to the Terms at its discretion. Please check these Terms periodically for changes. Any changes to the Terms will apply on the date that they are made, and your continued access to or use of Site or MIDAO Services after the Terms have been updated will constitute your binding acceptance of the updates. If you do not agree to any revised Terms, you may not access or use the Site or MIDAO Services.