Terms of Use

Welcome to Guild.xyz!

Guild.xyz is an online platform for automated membership management of communities based on blockchain. This term of use ("this Agreement") governs your access to and use of the services available at https://guild.xyz/ ("Website") and any relating technologies, functionalities, features, and software (the "Services").

The Services are provided by Z Gen Kibernetika Korlátolt Felelősségű Társaság (registered seat: 6720 Szeged, Kelemen László utca 11., company registration number: Cg.06-09-025397, tax number: 26787015-2-06) ("Service Provider" or "Us"). This Agreement is entered into by the individual or entity using or accessing the Services (referred to as "Customer" or "You") and the Service Provider. If you are agreeing to this Agreement not as an individual but on behalf of your organization, this Agreement will bind your organization, unless your organization has a separate agreement in effect with us. You confirm that you have the necessary authority to enter into this Agreement on behalf of your organization before proceeding.

By accessing to and using the Services you agree to be bound by this Agreement, so please read this document carefully. The offering of the Services to you is conditional on your acceptance of this Agreement. If you do not agree to this Agreement, you must not access or use the Service. Please do not use the Services if you are under 18 of age or barred from doing so under applicable law.

1. Service
   1. Scope: This Agreement governs access and use of the Services. You may access and use the Services in accordance with this Agreement and the Privacy Policy. Certain services or functionalities may be subject to additional terms specific to the relevant service or functionality ("Feature-Specific Terms") as specified in the relevant Feature-Specific Terms which are hereby incorporated into this Agreement by reference. By accessing or using the relevant feature, you agree to be bound by such Feature-Specific Terms.
   2. Changes: The Service Provider may update the Services or modify features and functionality from time to time. The Service Provider also reserves the right to revise the terms of this Agreement from time to time by posting the modified terms on the Website, and such amendments will enter into effect eight days after its publication. By continuing to access or use the Services after the amendment enters into effect, you agree to be bound by the revised Agreement.

2. Using the Services
   1. Access rights: Subject to the terms of this Agreement, the Service Provider grants you a limited, non-exclusive, non-transferable and revokable right to use the Service during the Term. Except as expressly agreed in writing by the Service Provider, you shall not distribute, sublicense, transfer, sell, offer for sale, disclose, or make available any part of the Service to any third party.
   2. Eligibility to use: To use the Services, you must be at least of legal age (18 years of age or older or otherwise of legal age in your resident jurisdiction). You represent and warrant that: (i) you are of legal age in your resident jurisdiction, and competent to agree to this Agreement; and (ii) you have validly entered into this Agreement and have the legal power to do so.
   3. Digital wallet: To use our Service, you must use one of the supported third-party wallets ("Digital Wallet") which allows you to engage in transactions on blockchains. By connecting your Digital Wallet, you create a user profile with the Service Provider ("Profile"). The Service Provides does not undertake any responsibility for, or liability in connection with your use of a Digital Wallet and makes no representations or warranties regarding how the Service will operate with any specific Digital Wallet.

3. Community management
   1. Guilds: For membership management purposes, the Services may enable you to create or join a "Guild". Once you create a Guild, you will become the "Guild Admin", with control over the membership structure of the Guild, including the customization of Roles, Requirements and Rewards (as defined below).
   2. Roles, Requirements and Rewards: Guild Admins may freely set up the membership structure of the Guild and define "Roles" that are specific to each Guild. Guild Admins may also specify "Rewards", in particular in the form of permitting certain actions or enabling access to something. Roles and Rewards may be conditional upon the "Requirements" set by the Guild Admin.
   3. Joining a Guild: If you meet certain Requirements, you may be able to join a Guild in a specific Role and/or you may be entitled to Rewards. You understand and acknowledge that (i) Guild Admins are solely responsible for the terms of their Guilds, including the relevant Requirements, Roles and Reward; (ii) the Service Provider has no responsibility for such terms, and you cannot claim access to any Requirements or any Rewards directly from the Service Provider in relation to the completion of any Requirements; (iii) Guilds may change the Requirements for certain Roles or Rewards from time to time and the Service Provider has no responsibility for any such changes.
   4. Connecting third-party platforms: The Services may allow you to connect certain third-party platforms ("Third-party Platforms") with your Profile. Providing your credentials and authorizing access to such Third-party Platforms, may result in the access, use, disclosure of certain Personal Data to the Service Provider and depending on your choices, also to certain Guilds. You acknowledge that the use of any Third-party Platform is governed solely by the terms and conditions and privacy policy of such Third-party Platform

4. Data protection
   1. Data processing: In connection with your use of the Services, the Service Provider will process certain information about you that may contain personal data. The Privacy Policy describes how the Service Provider collects, uses, transfers, discloses and stores your personal data. You understand and acknowledge that, in connection with your use of certain features of the Services, your personal data may be stored on a blockchain through the execution of the smart contracts, and this means that, due to the immutable nature of the blockchain, some of your personal data may not be modified or deleted.
   2. Data sharing: In accordance with section 3, you may decide to join or leave certain Guilds. Depending on the different Third-Party Platforms connected with your Profileand whether you decide to share your Profile with a certain Guild, this may result in the disclosure, access, or use of your personal data shared with us. You understand and acknowledge that the data processing activities of a Guild are governed solely by the terms and conditions of and privacy policy of the relevant Guild. The Service Provider does not endorse, is not liable for, and makes no representations in respect of any Guilds, or the manner in which such Guild uses, stores, or processes personal data. You agree that (i) it is solely the responsibility of the relevant Guild to inform you of any relevant policies and practices that may impact the processing of your data, (ii) obtain any rights, permissions or consent from you that are necessary for the lawful use of your data, (iii) ensure that the transfer and processing of your data is lawful, (iv) respond to and resolve any dispute with you relating to our personal data.
   3. Third-Party Platforms: The Service Provider does not endorse, is not liable for, and makes no representations in respect of any Third-party Platform, or the way such Third-party Platform uses, stores, or processes personal data. If you choose to connect your Profile with a Third-party Platform, you grant the Service Provider permission to access your relevant Personal Data as appropriate for the interoperation of such Third-Party Platform with the Services.
   4. Sub-processors and data transfers: You understand and agree that the Service Provider will engage third-party service providers that may access and process your personal data to assist in providing the Services to you. You agree that the Service Provider and third-party service providers may access and process your personal data in countries outside of the European Economic Area (EEA). You also understand and agree that by joining a Guild, you consent that your relevant personal data will be shared with such Guild and that the Guild may be subject to the laws of a jurisdiction outside of the EEA.

5. Your responsibility
   1. Security: You are solely responsible for your Profile and for keeping your connected Digital Wallet and your wallet credentials secure. The Service Provider is not liable for any acts or omissions by you in connection with your Profile or as a result of your Digital Wallet being compromised. You agree to immediately notify us if you discover any unauthorized or suspicious activity relating to the Service or your Profile. In the case of an issue related to your Digital Wallet, please contact your wallet provider.
   2. Compliance and taxes: You will ensure that your use of the Services is compliant with all applicable laws and regulations, and the provisions of this Agreement. You are solely responsible for determining if any reporting, tax or other legal obligations apply to you in relation to your use of the Services. You agree and understand that the Service Provider does not provide any legal, tax, or investment advice and you agree to seek your own advice as necessary, and to comply with any reporting, tax or legal obligations you may have in connection with your use of our Services.
   3. Embargoed Countries: The use of the Services may be subject to import or export controls or other restrictions under the laws of the country where you intend to use the Services. It is your sole responsibility to check such limitations before using the Services and to comply with such restrictions and limitations. You shall not access or use the Services if you are located in any jurisdiction in which the provision of the Services, Software or other components is prohibited under applicable laws or regulations (a "Prohibited Jurisdiction"). You represent and warrant that (i) you are not prohibited from receiving EU or US exports; and (ii) you are not a national of, or a legal entity registered in, any Prohibited Jurisdiction.

6. Fees and payment
   1. Paid services: The Service Provider offers both free and paid Services. Unless indicated otherwise, the Services are offered for free. However, certain transactions carried out via the Services may be subject to a fee ("Protocol Fee" and “Gas Fee”) in accordance with the Fee Schedule available on the Website.
   2. Fees: Customer is responsible for the payment of all fees, payment method and in the currency quoted at the time of the initiation of the transaction. (i) Protocol Fee: This fee is for the use of smart contracts that forward the transaction to the final destination. These smart contracts are deployed by Guild.xyz. (ii) Gas Fee: This fee is for the Ethereum nodes to validate the transaction. It is not related to Guild. Read about it here: https://www.investopedia.com/terms/g/gas-ethereum.asp Transaction fees are final and are non-refundable.
   3. Changes of fees: The Service Provider reserves the right to revise and update the Fee Schedule, at any time at its sole discretion. Any such revision or updates to the fees will apply prospectively following the effective date of the fee revision or update.

7. Transactions
   1. Smart contracts: The Service Provider provides a web3 service that enables automated membership management, and the use of the Services may result in certain transactions between users. The Service Provider is not a financial institution, payments processor, creditor, wallet provider, exchange, or financial advisor. The Service Provider cannot make any representation or guarantee regarding any specific outcomes resulting from making digital assets available for minting or collecting, or engaging in any other transactions or activities via the Services.
   2. Risk assumption: The transactions that can be carried out via the Services rely upon certain blockchain technology, including decentralized, distributed public ledger(s). By accessing or using the Services, you confirm that you are aware of the risks inherent in such technologies, such as the uncertainty of the regulatory regime governing blockchain technologies, digital assets, tokens and cryptocurrencies, and that the lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of those ecosystems as well as the potential utility or value of such assets. You also confirm that you are aware that the price and liquidity of blockchain-based assets, including non-fungible tokens (NFTs), are extremely volatile and may be subject to fluctuations. Fluctuations in the price of other blockchain-based assets could materially and adversely affect digital assets.
   3. Platform only: You expressly acknowledge that the Service Provider provides a platform only, and it is not party to any smart contracts or agreements. The Service Provider does not have custody or control over the NFTs or other digital assets you are interacting with, and we do not execute or effectuate purchases, transfers, or sales of NFTs or other digital assets. You are responsible for verifying the identity, legitimacy, and authenticity of NFTs or digital assets that you purchase from third-party sellers using the Service and we make no claims, guarantees, or recommendations about the identity, legitimacy, functionality, or authenticity of users or NFTs (and any content associated with such NFTs) visible on the Service. It is your sole responsibility to verify all transaction details before sending instructions to the Service Provider. You should always carefully check the relevant transaction details. The Service Provider is not responsible or liable for any losses you may incur due to incorrect transaction information.

8. Intellectual property
   1. Reservation of rights: Each party shall retain all rights, title and interest in and to all its respective patents, inventions, copyrights, trademarks, domain names, databases trade secrets, know-how and any other intellectual property and/or proprietary rights (collectively, "Intellectual Property Rights"). This Agreement does not grant any right, title, or interest to you with respect to the Services or in any of the Service Provider’s Intellectual Property Rights, except as expressly set out in this Agreement.
   2. Customer Content: The Services may enable you to submit and upload content to the Services, such as images and text ("Customer Content"). You own all right, title, and interest in and to Customer Content. You hereby grant us a worldwide, royalty-free, fully paid-up, and sublicensable license to display, host, copy, and reproduce (in any form) Customer Content to the extent necessary to provide and maintain the Services. You represent and warrant that you own all rights, title, and interest in and to the Customer Content or you have otherwise obtained all necessary consents, licenses and waivers required to create, submit, store, and use Customer Content in connection with the Services.
   3. Feedback: The Service Provider may use any feedback, ideas, comments, enhancement requests, recommendations or suggestions ("Suggestions") that you send or share with the Service Provider without any obligation to you. You hereby grant to the Service Provider a world-wide, royalty free, irrevocable, perpetual license to use and otherwise incorporate any Suggestions.

9. Acceptable Use
   1. Restrictions: You will not and will not permit any third party to: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services except for the scope in which such limitation is explicitly prohibited by law; (iii) access the Services for competitive purposes; (iv) use the Services in a manner that violates the rights of a third party, or applicable laws and regulations; or (v) use the Services in any manner that is likely to damage, disable, overburden, or impair the Services or its related systems and networks.
   2. Prohibited Customer Content: You are exclusively responsible for all Customer Content. You agree that you will not upload, use or in connection with the Services any prohibited Customer Content including, without limitation, Customer Content that (i) exploits, harms, or attempts to exploit or harm minors in any way by exposing them to inappropriate content or otherwise; (ii) is pornographic, sexually explicit or offensive, obscene, defamatory, libelous, bullying, profane, indecent; (iii) promote racism, violence or hatred, or otherwise conveys a message of hate against any individual or group; (iv) are factually inaccurate, false, misleading or deceptive; (v) contains viruses, trojan horses, worms or any other harmful or deleterious programs; (vi) furthers or promotes criminal activity or provides instructional information about illegal activities.
   3. Prohibited Use: You also agree that you will not and not permit any third party to: (i) detrimentally interfere with, intercept, or expropriate any system, data, or information; (ii) attempt to gain unauthorized access to the Services, other wallets not belonging to you, computer systems or networks connected to the Services, through password mining or any other means; (iii) harvest or otherwise collect information from the Services about others, including without limitation email addresses and/or public or private wallet keys, without proper consent; (iv) use the Service to carry out any financial activities subject to registration or licensing, including but not limited to creating, offering, selling, or buying securities, commodities, options, or debt instruments; (v) use the Service to create, sell, or buy NFTs or other items that give owners rights to participate in an ICO or any securities offering, or that are redeemable for securities, commodities, or other financial instruments; (vi) use the Service to engage in price manipulation, fraud, or other deceptive, misleading, or manipulative activity; (vii) use the Service to buy, sell, or transfer stolen items, fraudulently obtained items, items taken without authorization, and/or any other illegally obtained items; (viii) impersonate or attempt to impersonate any person.
   4. Monitoring: The Service Provider reserves the right to investigate and take appropriate action against anyone who, in its sole discretion, violates the provisions of this section 6, including removing any Customer Content with or without prior notice, terminating or suspending your access to the Services and/or (where required applicable law) reporting such Customer Content or activities to law enforcement authorities.

10. Warranty
    1. Free Services are provided "AS IS" and "as available". To the maximum extent permitted by applicable law, THE SERVICE PROVIDER DISCLAIMS ANY IMPLIED WARRANTIES INCLUDING WITHOUT LIMITATION MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

11. Indemnity
    1. To the extent permitted by law, Customer will defend, indemnify and hold harmless the Service Provider, including its employees and Affiliates, from and against any third-party claims, incidents, liabilities, procedures, damages, losses and expenses, including reasonable legal and accounting fees, arising out of or in any way connected with (i) your access or use of the Services, (ii) your breach of this Agreement, or (iii) your violation of applicable laws, rules or regulations in connection with the Services.

12. Limitation of liability
    1. Exclusion of damages: TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE SERVICE PROVIDER OR ITS AFFILIATES, OR THEIR LICENSORS, EMPLOYEES, CONTRACTORS, AGENTS, OFFICERS OR DIRECTORS, BE LIABLE FOR ANY FOR ANY LOST PROFITS, REVENUES, OR BUSINESS OPPORTUNITIES, LOSS OF USE, LOSS OF DATA, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, LOSS OF DIGITAL ASSETS, LOSS OF ACCESS TO ANY DIGITAL WALLET, BUSINESS INTERRUPTION AND ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, CRIMINAL, SUBSEQUENT OR CONSEQUENTIAL DAMAGES WHATSOEVER, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE, ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SERVICE, REGARDLESS WHETHER THE SERVICE PROVIDER HAS BEEN ADVISED OR SHOULD HAVE HAD KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES. THE SERVICE PROVIDE WILL NOT BE LIABILITY FOR THE ACTIONS OR OMISSIONS OF THIRD PARTIES, NOR FOR ANY DAMAGES THAT MAY OCCUR AS A RESULT OF YOUR TRANSACTIONS OR OTHER INTERACTIONS WITH THIRD PARTIES VIA THE SERVICES.
    2. Limitation of liability: YOU AGREE THAT THE SOLE AND EXCLUSIVE REMEDY FOR UNSATISFACTORY SERVICE SHALL BE TERMINATION OF THE SERVICE AND A REFUND OF ANY AMOUNT ALREADY PAID BY YOU NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS. THE AGGREGATE LIABILITY OF THE SERVICE PROVIDER FOR ALL CLAIMS RELATING TO THE SERVICES, THE ACCESS TO AND USE OF THE SERVICE, CONTENT, DIGITAL ASSETS OR ANY PRODUCTS OR SERVICES PURCHASED ON THE SERVICES SHALL NOT EXCEED THE GREATER OF (A)USD 100 OR (B) THE AMOUNT RECEIVED BY THE SERVICE PROVIDER FROM YOU RELATED TO THE RELEVANT DIGITAL ASSET THAT IS THE SUBJECT OF THE APPLICABLE CLAIM.
    3. Exceptions: AFOREMENTIONED LIMITATIONS OF LIABILITY DO NOT APPLY FOR CAUSED INTENTIONAL OR GROSS NEGLIGENT BREACH OF OBLIGATIONS BY THE SERVICE PROVIDER AND DAMAGES CAUSED TO LIFE, BODY OR HEALTH, AND FOR ANY OTHER LIABILITY THAT MAY NOT, UNDER APPLICABLE LAW, BE LIMITED OR EXCLUDED. IN SUCH JURISDICTIONS, OUR LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW, THEREBY MINIMIZING OUR LIABILITY TO YOU TO THE LOWEST AMOUNT PERMITTED BY APPLICABLE LAW.
    4. Force Majeure: The Service Provider will not be liable to Customer or to any other third party for failure to perform or any delay in the performance of the Service due to fire, flood, war, riot, strike, explosion, lock out, injunction, natural disaster, interruption of transportation, acts of war, terrorism, labor disputes, acts of civil or military authority, power blackouts, denial of service attacks, bugs, computer viruses, trojan horses or any other event beyond the Service Provider's reasonable control.

13. Term and termination
    1. Term: This Agreement enters into effect on the day when you accept this Agreement and continues until terminated either by you or the Service Provider ("Term").
    2. Cancellation: Customer may terminate a free Service immediately without cause. If applicable, Subscription Services may be terminated in accordance with the Subscription Terms.
    3. Termination for Cause: Either party may terminate this Agreement with notice if the other party materially breaches this Agreement and such breach is not cured within fifteen days after the non-breaching party provides notice of the breach. The Service Provider may immediately terminate this Agreement for cause without notice if Customer or its Users violate section 7 (Acceptable Use) of this Agreement.
    4. Survival: The following sections will survive expiry or termination of this Agreement: 5 (Your responsibility), 6 (Fees and payment), 7 (Transactions), 8 (Intellectual Property Rights), 10-12, 13 (Term and termination), 14 (Miscellaneous).
    5. Effect: If this Agreement is terminated: (i) the rights and licenSes granted by the Service Provider to you will cease immediately; (ii) the Service Provider may delete any data relating to your Profile in a commercially reasonable period of time in accordance with its Privacy Notice.

14. Miscellaneous
    1. Severability; Entire agreement: The provisions of this Agreement apply to the maximum extent permitted by relevant law. If any court or relevant authority decides that any part of this Agreement is unlawful, unenforceable, or invalid, the remaining clauses will remain in full force and effect. This is the entire contract between the Parties regarding the Service. It supersedes any prior contract or oral or written statements regarding your use of the Service.
    2. Remedy: The failure of either Party to enforce a provision of this Agreement is not a waiver of its right to do so later. The waiver by the Service Provider of any breach shall not be deemed a waiver of any subsequent breach of the same or any other term of this Agreement. Any remedy made available to the Service Provider by any of the provisions of this Agreement is not intended to be exclusive of any other remedy.
    3. Expiration of Claims: Both parties agree that except for claims related to the indemnification obligations above, all claims arising under or related to this Agreement must be brought within one year after the date the cause of action arose.
    4. Assignment: You may not assign or transfer this Agreement or any rights or obligations under this Agreement without the Service Provider’s written consent. The Service Provider may freely assign its rights and obligations under this Agreement in its entirety to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. For the purposes of this Agreement, "affiliate" means any entity that controls, is controlled by or is under common control with a party, where "control" means the ability to direct the management and policies of an entity.
    5. Governing law, dispute resolution: This Agreement is governed by Hungarian law, excluding the Hungarian conflict of law rules and the Vienna Convention on Contracts for International Sale of Goods.
    6. Consumer protection: If any consumer laws are applicable to the parties’ relationship, and cannot otherwise be lawfully excluded, nothing in this Agreement will restrict, exclude or modify any mandatory rules of law. Any consumer complaints relating to this Agreement, or the Services may be communicated by the following means: (i) by sending a letter to the address of the Service Provider (6720 Szeged, Kelemen László utca 11.) or (ii) by sending an e-mail to help@guild.xyz. Any consumer complaint will be assessed and duly answered within 30 days from the date when the complaint is received. If your complaint is rejected, then you may submit your complaint to the competent conciliation body at the place of your habitual or temporary residence. Prior to the proceeding of the conciliation body, you must attempt to solve the dispute with us directly. Should you decide to turn to a conciliation body other than the competent conciliation body, then – upon your request – that conciliation body will have competence to proceed. If you believe that your consumer rights have been violated, then you may also file a complaint with the competent consumer protection authority. The authority will decide whether to initiate proceedings upon the assessment of the complaint. The competence of the consumer protection authority depends on the place of your habitual residence. The list of authorities is available here. There is no code of practice available at the Service Provider as defined under the act on the prohibition of unfair commercial practices.
    7. Notice: Notices are to be sent by electronic means, in the form of an email. Notices through email will be deemed to have been duly given the day after it is sent. The Service Provider may be contacted at help@guild.xyz. The Service Provider reserves the right to make reasonable steps to verify your identity before responding to or acting upon Customer's request.