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Kalium DAO Terms of Use

by Kalium DAO Administration • Published: 6/14/2025

Version: 1.0

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Kalium DAO Terms of Use

Last Updated: 14-06-2025

These Terms of Use (“Terms”) govern your access to and use of the Kalium decentralised autonomous organisation (“DAO”) smart Contract (the “Contract”), which is deployed and maintained by a consortium of appointed representatives (the “Administrators”) which have been elected on behalf of Kalium Bank Ltd (the “Company”) to maintain and uphold the operation of the Kalium DAO. By interacting with, reading, or transacting with the Contract in any way, you (the “User” or “You”) agree to be bound by these Terms. If You do not agree to all of these Terms, You must immediately cease all interaction with the Contract.

1. Definitions

For purposes of these Terms, the following terms shall have the meanings set forth below:

  1. “Administrators”: Individuals or entities designated by the Company with exclusive write privileges to the Contract (e.g., proposing, batch voting, withdrawing funds, updating token price).
  2. “Allotment”: A fractional allocation, represented as a uint128 scaled by 1e18, indicating the proportion of total token supply to be credited to discretionary funds when a proposal passes.
  3. “Contract”: The Kalium DAO smart Contract code (Solidity ^0.8.20) deployed on the Ethereum blockchain (or any successor network) at [Contract Address].
  4. “Company”: The legal entity (Kalium Bank Ltd) which has been assigned as the dedicated beneficiary of the Contracts discretionary funds.
  5. “DAO”: Decentralised autonomous organisation framework implemented by the Contract.
  6. “Discretionary Funds”: Ether held in the Contract’s discretionaryFunds variable, allocated through successful proposal allotments and available for withdrawal by the owner.
  7. “Fees”: Any on-chain gas costs or transaction fees related to interacting with the Contract, paid by the transacting party (i.e., User or Administrator).
  8. “Member”: A User who holds governance tokens under a unique bytes6 identifier (the “Member ID”). The Member ID is issued by the Kalium Bank and assigned to the verified Member by the Administrators.
  9. “Proposal”: A governance initiative created by an Administrator, identified by a bytes12 proposal ID, containing a voting period and a record of the proposal votes. The Proposal ID is a hashed bytes12 literal that is reperesentative of the associated english proposal title.
  10. “Read-Only Variables”: All public state variables and mappings within the Contract (e.g., owner, tokenPrice, discretionaryFunds, proposals, memberTokens, memberVotes).
  11. “Terms”: These Terms of Use, including any amendments or additional policies referenced herein.
  12. “Token”: The fungible governance token issued by the Contract; tracked by the memberTokens mapping.
  13. “Transaction”: Any on-chain call or interaction with the Contract, including but not limited to assignTokens, createProposal, batchVote, withdraw, updateTokenPrice, and updateAllotment.
  14. “User” or “You”: Any individual, collective, or entity accessing, reading, or interacting with the Contract in any capacity, whether or not they hold Tokens.

2. Acceptance of Terms

  1. Agreement to Terms. By reading, accessing, or otherwise interacting with the Contract—whether or not You purchase Tokens—you expressly agree to be bound by these Terms and any documents incorporated herein by reference.
  2. Amendments. The Company may amend these Terms at any time. Notice of any amendment will be posted at [Company’s Official Website/Repository] or an equivalent public location. Your continued use of the Contract after notice of amendment constitutes acceptance of the modified Terms.
  3. Binding Effect. These Terms constitute a legally binding agreement between You and the Company. Any rights not expressly granted herein are reserved by the Company.
  4. Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable in any respect, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect.
  5. Termination. Contract termination will be imposed by the Administrators only on issued orders of the Company. Termination will be enacted in or around the intended maturation date of the Contract. The management and ownership of any member tokens or outstanding funds on the Contract will be passed on to and managed by the Company. The Company will provide public notice posted at [Company’s Official Website/Repository] or an equivalent public location as deemed necessary by the Company informing all members of the Contracts planned termination.

3. Modification, Suspension, and Termination

  1. Right to Modify. The Company reserves the right to modify, suspend, or discontinue any feature or portion of the Contract at any time without notice, including but not limited to restricting write access (through Administrator actions) or temporarily pausing token purchases, Contract transactions or any other actions. The Contract and its operations are not directly affiliated with the Company and thus by extension can not be used as a legal or physical proof of responsibility. The Company, if obliged, can reject any actions or requests issued by the Contract. Furthermore the Company is the sole beneficiary to all treasury and funds raised by the Contract. All assets held by the Contract are owed to the Company and no other entity.
  2. Notification. Where feasible, the Company will notify Users of material modifications via [Company’s Communication Channel] at least one (1) days prior to the effective date of such modification.
  3. Termination. The Company may terminate these Terms, suspend write functions, or cease administrative support if:
    • A User violates any provision of these Terms.
    • An Administrator reasonably determines that continued operation is unlawful or poses material risk.
    • The Company elects to retire or replace the DAO framework.
  4. Effect of Termination. Upon termination:
    • Users’ right to use administrative functions ceases.
    • Read-Only Variables remain accessible on-chain unless the underlying blockchain ceases to exist.
    • Obligations regarding indemnification, disclaimers, limitation of liability, and any accrued rights or liabilities shall survive.

4. Eligibility and Restrictions

  1. Legal Capacity. You affirm that You have the legal capacity and authority to enter into these Terms and by effect exit these terms at any time.
  2. Compliance with Laws. You agree to comply with all applicable local, national, and international laws, rules, and regulations in accessing and using the Contract.
  3. Age Restriction. You represent that You are at least the age of majority in Your jurisdiction or have obtained parental/guardian consent. The Contract is accessible to all ages, however You must solely acknowledge and accept any financial burden or other consequence associated with this Contract.
  4. Sanctions and Prohibited Persons. You may not use the Contract if You are subject to any economic sanctions, trade embargoes, or proprietary rights restrictions (e.g., OFAC, EU, UN). The Company reserves the right to refuse service to anyone in violation of applicable laws or sanctions. The Company reserves all rights to suspend the use and ownership of the Contract and its shares if the Company deems any member to have violated any Terms of Use or if the User does not uphold the values of the Company.
  5. No Unauthorised Access. You shall not attempt to gain unauthorised access to any portion of the Contract (including Restricted Functions such as but not limited to createProposal, batchVote, withdraw, updateTokenPrice, updateAllotment), nor assist others in doing so.

5. Read-Only Access and Transparency

  1. Public Access. All Read-Only Variables in the Contract are publicly visible on-chain. The Company and Administrators shall not restrict any User’s right to read these variables via blockchain explorers, smart Contract interfaces, or any other means.
  2. Data Integrity. While Administrators may perform valid on-chain operations, the underlying data (e.g., token balances, proposal details, vote tallies) remain immutable once written.
  3. Administrator Discretion. Administrators may, at their sole discretion, implement off-chain policies—such as temporarily suspending new token assignments or rejecting or delaying a batch vote submission—if they reasonably believe that a User’s conduct violates these Terms. Such off-chain policies shall not alter on-chain data but may restrict future transactions.
  4. No Privacy Guarantee. All interactions with the Contract occur on a public blockchain; transaction details, wallet addresses, token balances, and voting records are permanently and publicly accessible. Users are solely responsible for protecting their private keys and personally identifiable information (PII).
  5. Logos and Proprietary Content. All logos, designs, and proprietary content associated with the Company and the Contract (including, without limitation, trademarks, service marks, colour schemes, fonts, styles, and trade dress) (collectively, “Proprietary Content”) remain the exclusive intellectual property of the Company or its licensors. No User may reproduce, distribute, publicly display, or create derivative works of any Proprietary Content without the prior written consent of the Company. Unauthorised use of Proprietary Content constitutes a material breach of these Terms. Violation of these terms will result in You baring a financial penalty as well as other legal consequences regardless of region or country in which the action was enacted.

6. User Conduct and Prohibited Activities

In addition to other restrictions in these Terms, You agree not to engage in any of the following prohibited activities:

  1. Tampering, Hacking, and Unauthorised Modifications. Attempting to reverse-engineer, decompile, disassemble, or otherwise probe, scan, or test the vulnerability of the Contract or any associated system or network.
  2. Malicious Interference. Utilising bots, scripts, or any automated or manual method designed to front-run, interfere with, manipulate, or circumvent fair-access mechanisms (including but not limited to transaction ordering, batching, or gas price auctions).
  3. Network Attacks. Engaging in any denial-of-service (DoS) attacks, spam, or other network-centric attacks that impair the performance, security, or integrity of the Contract.
  4. Fraud and Deception. Creating multiple false Member IDs, using stolen or fictitious identities, or otherwise attempting to defraud other Users, the Company, or Administrators.
  5. False Identification. Using, impersonating, or acting on behalf of another Member ID without the consent of the Member which the account has been assigned to, or by maliciously using a Member ID not assigned to you by the Administrators.
  6. Abusive Behaviour. Harassing, threatening, stalking, or defaming any individual, including Administrators, other Users, or Company personnel.
  7. Terrorism, Money Laundering, and Illicit Conduct. Using the Contract to facilitate terrorist financing, money laundering, or other criminal or fraudulent conduct.
  8. Violation of Intellectual Property Rights. Copying, distributing, or creating derivative works of any third-party intellectual property without permission from the respective rights holder.
  9. Regulatory Non-Compliance. Utilising the Contract in a manner that violates securities laws, tax laws, or other regulated activity in any jurisdiction.
  10. Circumventing Restrictions. Attempting to circumvent on-chain censors, blocks, or other restrictions implemented by Administrators.
  11. Data Mining or Extraction. Extracting proprietary data, metrics, or information from the Contract or associated infrastructure for commercial resale or distribution without express written consent.

7. Token Purchase, Ownership, and Pricing

  1. Token Price. The current Token price (in Wei per Token) is stored in the tokenPrice variable. Administrators may update tokenPrice via the updateTokenPrice(uint256 newPrice) function, subject to the following conditions:
    • The newPrice must be non-zero.
    • The newPrice must be different from the existing tokenPrice.
    • A TokenPriceUpdated(uint256 newPrice) event is emitted upon successful update.
  2. Token Acquisition. To purchase Tokens, a User must:
    • Call assignTokens(bytes6 memberID) with a unique memberID (a 6-byte identifier issued/assigned by the Administrator).
    • Send Ether equal to tokenPrice × numberOfTokensDesired.
    • If msg.value < tokenPrice, the transaction reverts with InsufficientEther(), and no Tokens are minted.
    • Upon success, the User’s token balance (memberTokens[memberID]) is incremented by the number of Tokens purchased, totalSupply is updated, and a TokensPurchased(memberID, amount) event is emitted.
  3. Ownership and Transfer Restrictions.
    • Tokens are not transferable between Member IDs. Each memberID is a distinct mapping key.
    • The Contract does not support secondary markets or peer-to-peer token transfers; transfer functionality is omitted to reduce gas costs, complexity, and enforce security.
  4. Token Ownership Verification. Users may verify Token ownership and balances at any time via public blockchain explorers or by calling memberTokens(bytes6 memberID) on the Contract.
  5. No Refunds. All Token purchases are final. The Company and Administrators are under no obligation to refund Ether, except as required by applicable law or in the event of an on-chain error introduced by Administrators. Member shares cannot be withdrawn or refunded during the operational period of the Contract, any necessary remunerations are to be issued by the Company, at the Company’s discretion only after the end of the Contracts expiration.
  6. Token Value Fluctuation. Token value is determined solely by on-chain economic activity and market sentiment. The Company makes no representations or warranties regarding stability, liquidity, or market value of the Token.

8. Proposal Creation, Voting, and Fund Allocation

8.1 Proposal Creation

  1. Eligibility. Only Administrators may call createProposal(bytes12 proposalID, uint32 duration).
  2. Requirements. Each Proposal must satisfy the following:
    • proposalID is a unique 12-byte identifier not previously used. This Proposal ID is dericed from a hashed serialisation of the english version of the respective proposal title.
    • duration is a non-zero positive integer (in seconds). If duration == 0, the call reverts with InvalidDuration().
  3. Effects. Upon successful execution:
    • A new Proposal struct is created with end = block.timestamp + duration
    • votesFor and votesAgainst are initialised to zero.
    • ProposalCreated(proposalID, duration) event is emitted.
  4. No Automatic Execution. The Contract does not automatically execute proposals. Proposal outcomes must be determined off-chain according to governance rules (e.g., majority threshold, quorum). Administrators are responsible for interpreting vote tallies and deciding when to trigger on-chain fund allocations by calling batchVote and/or withdraw. Official correspondence and feedback will be provided by the Company after each proposal has been reviewed. Proposal feedback is subject to change at any point in time. The Company is obliged to provide the respective proposal response at any point following the creation of the proposal.

All off-chain supporting data for the proposals are managed and maintained by teh Company and the Administrators. This content can be modified at any time with the exception of the proposal title which is intrinsically linked to the Contract’s Proposal ID as a point source of reference.

8.2 Voting Mechanism

  1. Batch Voting. Only Administrators may call: 
    batchVote(
     bytes12 proposalID,
     bytes6[] calldata members,
     uint8[] calldata support
)
    • memberIDs and support arrays must be of equal length or revert with ArrayLengthMismatch().
    • Each memberID corresponds to a Member’s 6-byte identifier assigned to You by the Administrator.
    • Each support entry is a boolean (true = support, false = oppose).
  2. Vote Recording. For each memberID[i] in the array:
    • Retrieve the Member’s token balance via memberTokens[memberID].
    • If the Member’s balance is zero, skip (no storage change).
    • If memberVotes[memberID][proposalID] != 0, skip (already voted).
    • Otherwise, record the vote as a signed 32-bit integer: 
         if (support[i] == 1) {
       memberVotes[m][proposalID] = int32(uint32(bal));
       vf += uint48(bal);
       tb += bal;
   } else {
       memberVotes[m][proposalID] = -int32(uint32(bal));
       va += uint48(bal);
   }
    • Aggregate votesFor and votesAgainst in memory:
      • If support: votesFor += balance.
      • If oppose: votesAgainst += balance.
    • If support: Add a proportional share of allotment to a local totalAllocated variable: 
      if (_allotment > 0 && tb > 0) discretionaryFunds += tb * _allotment;
  3. Batch Updates. After iterating through all memberIDs:
    • If votesFor > 0, increment proposal.votesFor by votesFor.
    • If votesAgainst > 0, increment proposal.votesAgainst by votesAgainst.
    • If totalAllocated > 0, increment discretionaryFunds by totalAllocated.
  4. Time Restriction. If block.timestamp >= proposal.end, revert with VotingEnded().
  5. Events. No explicit Voted event is emitted for each individual vote; however, a single BatchVotePartialFailure(proposalID, memberID) event MAY be emitted by off-chain Administrators or indexing services when skip conditions occur.
  6. Off-Chain Governance Rules. The Contract does not enforce quorum thresholds or majority percentages. Administrators must establish and publicise off-chain governance rules (e.g., 51% majority, 30-day voting period). These properties are dynamic and change with respect too the proposal type, all communication is reflected in the associated proposal meta data.

8.3 Discretionary Fund Allocation

  1. Allotment Calculation. Each supportive vote, weighted by token balance (balance), entitles the proposal to allocate a fraction of total supply (allotment) to discretionaryFunds. The formula for each supportive Member is: 
    EtherAllocatedPerMember = (balance × allotment)
    All per-Member allocations sum to totalAllocated, which is added to discretionaryFunds.
  2. Withdrawal of Discretionary Funds. Only the owner (Administrator) may call: 
    withdraw()
    • If discretionaryFunds == 0, revert with InsufficientEther().
    • Otherwise, set amount = discretionaryFunds; then set discretionaryFunds = 0; then attempt to transfer amount Wei to owner using call.
    • If transfer fails (sent == false), revert with InsufficientEther().
    • Emit Withdrawal(owner, amount) upon success.
  3. No Partial Withdrawals. There is no function to withdraw partial funds. Each call to withdraw() empties discretionaryFunds.
  4. Off-Chain Accountability. Administrators remain accountable to the community for responsible use of Discretionary Funds. The Company is not liable for any misuse or misappropriation after withdrawal. All discretionary fund allocations per proposal can be independently verified using the publicly accessible functions and blockchain properties.

9. Platform and Software Terms of Use

These terms govern the use of the applications, websites, dashboards, APIs, and other virtual interfaces (“Platforms”) provided by the Company and Administration. These Platforms are provided as convenience layers to interface with the underlying Contract and do not modify or override the functionality, guarantees, or risks of the smart Contracts themselves.

By accessing or using any Platform developed or maintained by the Company, users agree to be bound by these terms, in addition to the core terms of service governing interaction with the Company smart Contract.

9.1 Scope of Platform Services

The Platforms include, but are not limited to:

  • Web applications for interacting with the Contract (e.g., voting, purchasing tokens), wallet integration, Contract metadata management, direct and official communications, and governance features.
  • Mobile applications for easier and secure Contract access.
  • Dashboards and data visualisations reflecting Contract activity and token metrics.
  • APIs providing read-only access to on-chain data.
  • Wallet connection tools and browser-based Web3 integrations.

These services are provided for informational, visualisation, and transaction preparation purposes only. Final execution always occurs on-chain and is the user’s responsibility.

9.2 Use of the Platform

9.2.1 Eligibility

Users must:

  • Have the legal authority and capacity to enter into a binding Contract.
  • Use the Platform in accordance with applicable laws, regulations, and local restrictions.

9.2.2 User Responsibilities

Users agree:

  • To ensure the security of their device, browser, and wallet when using the Platform.
  • That they are solely responsible for any actions taken via their wallet or associated keys.
  • To use the Platform only for lawful and authorised purposes.

9.3 No Custodial Responsibility

The Company and the Administrators do not have access to user wallets, funds, or private keys, or passwords. The Platforms do not perform custodial services with the exception of Company account login management at the discretion of the User.

All non-specified transactions are initiated and signed by the Administrators. The Platforms do not control, reverse, or censor any blockchain transactions, however user information is passed through the platforms as an intermediary for cost saving and public accessibility reasons.

9.4 Intellectual Property Rights

All content, trademarks, designs, and code within the Platform (excluding open-source smart Contracts) are the property of Kalium DAO Administration or its affiliates. Unauthorised use, reproduction, or redistribution is prohibited.

Limited, non-transferable licenses are granted solely for the purposes of using the Platform to interact with the Kalium DAO.

9.5 Third-Party Services and Integrations

The Platforms may integrate or provide access to third-party services, such as:

  • Wallet providers (e.g., MetaMask, WalletConnect)
  • Analytics dashboards (e.g., Dune, TheGraph)
  • Messaging or off-chain voting tools

The Company and Administrators are not liable for the performance, security, or terms of any third-party services. Users interact with such services at their own risk.

9.6 Disclaimers

  • The Platforms are provided “as is”, without warranty of any kind.
  • No guarantees are made regarding uptime, accuracy, or bug-free operation.
  • Use of the Platforms is at the user’s sole risk.

Users should always verify transactions independently before execution. Visual data presented via the Platform (e.g., vote counts, treasury levels) may lag or vary slightly due to blockchain indexing delays annd platform software design features.

9.7 Limitation of Liability

To the maximum extent permitted by law, the Company shall not be liable for any damages resulting from:

  • Inaccuracies or outages in the Platform.
  • Transactions submitted with incorrect parameters.
  • Loss of access to wallets or funds.
  • Misuse of DAO features via the Platform.

9.8 Modification of Terms

The Company reserves the right to update these terms at any time. Material changes will be reflected via updated documents available on official Administration and management platforms. Continued use constitutes acceptance of the revised terms.

10. Intellectual Property Rights

  1. Contract Code. The source code for the Contract is licensed under the MIT License. You may review, fork, and reuse the code subject to the MIT license terms.
  2. Proprietary Content. All logos, designs, trademarks, service marks, trade dress, marketing materials, and other non-public content related to the Company or the DAO (collectively, “Proprietary Content”) are the exclusive property of the Company or its licensors.
    • No User may reproduce, distribute, publicly display, create derivative works, or otherwise use any Proprietary Content without the Company’s prior written permission.
    • Any unauthorised use of Proprietary Content constitutes a material breach of these Terms and may result in legal action.
  3. User License to Company. By submitting any content to the Contract or associated off-chain forums (e.g., white-paper, governance forum), You grant the Company a perpetual, royalty-free, worldwide, sub-licensable license to use, reproduce, modify, adapt, publish, translate, and distribute such content for any purpose.
  4. Feedback. Any feedback, suggestions, or improvements You submit to the Company regarding the Contract or governance process are non-confidential and become the sole property of the Company, which may use such feedback without restriction.

11. Privacy and Data Protection

  1. On-Chain Transparency. All Contract data (e.g., wallet addresses, token balances, proposal IDs, vote tallies) are permanently stored on a public blockchain. The Company has no ability to alter or remove on-chain data.
  2. No Collection of Personal Identifiable Information (PII) On-Chain. The Contract does not collect PII. However, if the Company implements off-chain KYC/AML or other identity-verification processes, such data shall be governed by the Company’s Privacy Policy.
  3. Data Security. Users are responsible for maintaining the security of their private keys, wallet credentials, and any off-chain accounts. The Company is not responsible for any loss of funds or data due to User negligence in safeguarding credentials.
  4. Cookies and Tracking (Off-Chain). If You visit Company-managed websites or portals (e.g., governance dashboard, documentation site), the Company may use cookies and other tracking technologies to improve user experience. Please refer to the Company’s Privacy Policy for more information.
  5. Administrator Anonymity and Protection. The anonymity of the Administrators is strictly classified information for security and the safety of those affiliated the Company and any other associated entity are obliged maintain the secrecy of these Administrators.

12. Disclaimers and Limitation of Liability

  1. AS-IS, NO WARRANTY. THE CONTRACT AND ALL RELATED INFORMATION ARE PROVIDED ON AN “AS-IS,” “AS AVAILABLE” BASIS. THE COMPANY AND ADMINISTRATORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
  2. NO GUARANTEES. The Company makes no guarantee regarding:
    • The security, reliability, or uptime of the Contract or the underlying blockchain network.
    • The accuracy, completeness, or timeliness of any on-chain or off-chain information.
    • Future functionality, upgradeability, or compatibility with new blockchain consensus mechanisms or forks.
  3. NO FINANCIAL OR LEGAL ADVICE. Any information provided through the Contract, Company communications, or related materials is for general informational purposes only. The Company is not a financial advisor, legal advisor, or tax advisor. Users should consult qualified professionals before making financial, legal, or tax decisions.
  4. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:
    • LOSS OF PROFITS, REVENUE, OR GOODWILL.
    • LOSS OF FUNDS DUE TO SMART CONTRACT VULNERABILITIES, HACKS, OR MALICIOUS CODE.
    • LOSS OF TOKENS OR ETHER DUE TO USER ERROR OR PRIVATE KEY COMPROMISE.
    • LOSS ARISING FROM THIRD-PARTY SERVICES, OFF-CHAIN ORACLE FAILURES, OR EXTERNAL LIBRARY ISSUES.
    • ANY DAMAGES ARISING FROM DELAYS, INTERRUPTIONS, OR FAILURES OF THE BLOCKCHAIN.
  5. CAP ON LIABILITY. THE COMPANY’S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE CONTRACT SHALL NOT EXCEED THE TOTAL AMOUNT OF ETHER PAID BY YOU TO THE CONTRACT (IF ANY). THIS CAP APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, AND OTHER TORTS.
  6. INDEMNIFICATION. You agree to indemnify, defend, and hold harmless the Company, its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, expenses, or demands, including reasonable attorneys’ fees and costs, arising out of or related to:
    • Your violation of these Terms.
    • Your use of the Contract in a manner inconsistent with any applicable law or regulation.
    • Your negligent or wilful misconduct.
    • Any third-party claims based on your actions or omissions.
  7. FORCE MAJEURE. The Company shall not be liable or responsible for any failure or delay in the performance of its obligations under these Terms caused by any event beyond its reasonable control, including but not limited to natural disasters, war, terrorism, civil unrest, labor disputes, government restrictions, blockchain network failures, or other “acts of God.”

13. Regulatory Compliance

  1. No Securities Offering. The Company does not represent or warrant that the Token is a security, commodity, or any other regulated financial instrument. Users should independently evaluate whether Token ownership or participation in the DAO constitutes a regulated activity in their jurisdiction.
  2. Tax Obligations. The Company makes no representation regarding the tax status or treatment of Token purchases, token transfers, or on-chain transactions. Users are solely responsible for reporting, withholding, and remitting any relevant taxes to appropriate jurisdictions.
  3. Anti-Money Laundering / Know Your Customer (AML/KYC). The Company reserves the right, at its sole discretion, to conduct off-chain KYC/AML procedures for certain Users or Administrators. Failure to comply with such procedures may result in restricted access to the Contract or associated off-chain resources.
  4. Sanctions Compliance. Users must not transact if they are on any sanctions lists (e.g., OFAC, EU, UN) or if such transactions would violate economic sanctions or export control laws. The Company reserves the right to block or refuse service to any User in violation of sanctions regulations.

14. Dispute Resolution and Governing Law

  1. Governing Law. These Terms and any disputes arising out of or relating to them shall be governed by and construed in accordance with the laws of [Jurisdiction—e.g., the Province of Gauteng, Republic of Estonia], without regard to its conflict of law principles.
  2. Informal Resolution. In the event of a dispute, the parties shall first attempt in good faith to resolve the dispute amicably within thirty (30) days of written notice.
  3. Binding Arbitration. If informal resolution fails within thirty (30) days, the dispute shall be submitted to binding arbitration under the rules of [Arbitration Institution—e.g., ICC, UNCITRAL] in [Location]. The arbitration shall be conducted by a single arbitrator mutually agreed upon by the parties. Judgment on the award may be entered in any court of competent jurisdiction.
  4. Injunctive Relief. Nothing in this Section shall prevent the Company from seeking injunctive or other equitable relief in a court of competent jurisdiction to enforce its intellectual property rights or to prevent unauthorised access or misuse of the Contract.
  5. Class Action Waiver. To the maximum extent permitted by law, any arbitration shall be conducted only on an individual basis. Neither party shall be entitled to join claims of other persons or proceed as a representative or member of any class or consolidated actions.

15. Termination and Suspension

  1. Administrative Suspension. The Company or Administrators may temporarily suspend write functionalities (e.g., token purchases, proposal creation, batch voting) for maintenance, upgrades, security patches, or legal/regulatory reasons.
  2. Permanent Termination. The Company may permanently cease supporting the Contract if:
    • The underlying blockchain network is deprecated.
    • The Contract becomes economically unfeasible.
    • There is legal or regulatory compulsion.
    • Administrators or Company decision to move to a new protocol.
    • The Contract reaches planned maturity.
  3. Effect of Suspension/Termination.
    • Read-Only Variables remain accessible on-chain but write functions cease to operate.
    • Users retain the right to view on-chain historical data but cannot initiate new transactions.
    • Obligations relating to indemnification, limitation of liability, and dispute resolution survive.
    • If a user has been permanently suspended the Company or Administrators reserve all rights to cease and claim all tokens and financial assets, held within the scope of the Contract, associated with the User.

16. Miscellaneous

  1. Entire Agreement. These Terms, together with any amendments, constitute the entire agreement between You and the Company with respect to the Contract and supersede all prior or contemporaneous communications and proposals, whether written or oral.
  2. No Third-Party Beneficiaries. These Terms do not create any rights for, or on behalf of, any third party, other than the Company, Administrators, and You.
  3. No Waiver. No waiver of any failure or delay by the Company in exercising any right under these Terms shall operate as a waiver of any subsequent failure or delay or of any other right hereunder.
  4. Assignment. You may not assign or transfer any of your rights or obligations under these Terms without the prior written consent of the Company. The Company may freely assign or transfer these Terms without restriction.
  5. Notices. The Company may provide any notice required under these Terms by posting a prominent notice on the Company’s official website or repository. Such notice shall be deemed effective upon posting.
  6. Interpretation. The headings in these Terms are for convenience of reference only and do not affect the interpretation of these Terms.

17. Contact Information

If you have questions or concerns regarding these Terms, please contact:

Kalium Bank Ltd
[Legal Department / Contact Person]
[Address Line 1]
[Address Line 2]
[City, State/Province, Postal Code]
[Country]
[Email Address]
[Website URL]

By interacting with the Kalium DAO smart Contract in any manner, You acknowledge that You have read, understood, and agree to be bound by these Terms of Use.

These terms apply exclusively to the deployed Contracts and user interfaces maintained by the Kalium Bank and the Kalium DAO Administration and do not extend to forks or independently hosted instances of the DAO frontends.