Terms of use

1. Provision of the Services

1.1 The Services are provided by Gelt Finance Inc. (“We”, “Our”, “Us” “OpenCover”). We are registered in the State of California have our registered office at 2261 Market Street, San Francisco, California, USA.

1.2 “You” are the customer of these Services.

1.3 We offer the Services to you on these terms.

1.4 The Services are the provision of a software platform that enables you to purchase and manage discretionary protection against financial losses due to protocol vulnerabilities (“Cover”) such as smart contract implementation errors. OpenCover does not directly provide Cover. The Services facilitate purchase and management of Cover from providers vetted on the basis of having a historical track record of underwriting Cover in Decentralized Fianance (DeFi)e and paying out claims, but OpenCover does not endorse any particular Cover Provider or advise on whether a specific Cover or Cover provider is suitable for your specific needs. Terms of Cover Provider are provider specific, so you should be certain you understand the terms of the Cover (Cover wording document) displayed at the quote stage before purchase.

1.5 The provision of Cover is not a regulated business and OpenCover is not authorized or regulated by any statutory authority.

1.6 PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SERVICES as they represent a binding legal agreement and you will be bound by them. Your acceptance of these terms will constitute an Agreement between us.

1.7 We may amend our Terms of Service at any time by publishing a new version of the Terms of Service on our Website.

2. Other Applicable Terms & Policies

2.1. Our Privacy and Cookie Policy, which sets out the terms on which we process any personal data we collect from you, or that you provide to us.

3. Definitions

“Applicable Data Protection Legislation”: all applicable data protection and privacy legislation in force from time to time in the UK (UK GDPR), California (Californian Privacy Rights Act 2020), the retained EU law version of the General Data Protection Regulation (EU 2016/679), the Data Protection Act 2018 (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

“Business Day”: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

“Cover”: discretionary protection against financial losses due to protocol vulnerabilities (in Decentralized Finance).

“Cover Provider”: the entity or organization underwriting the cover.

“Cover Fee”: the amount to be paid to purchase Cover to protect against the given risk for the given duration.

“Platform”: the OpenCover cover web application used to purchase cover.

4. Appointement

You appoint Us as your non-exclusive agent to procure the supply of Cover from a Cover Provider on these terms and We accept the appointment on those terms.

4.1 You agree to receive the Services using the Platform.

4.2 Your licence to use the Platform is subject to the following conditions:

4.2.1 Non-Exclusivity: the licence to use the Platform is non-exclusive and we shall remain entitled to grant similar or identical licences to use the Platform to any third parties without restriction;

4.2.2 Duration: the licence shall endure for the full Term of this Agreement, after which your right to use or have access to the Platform shall end.

5. Appointement

5.1 We shall:

5.1.1 use reasonable endeavours to procure supply of Cover from a Cover Provider at the market rates quoted at the time of purchase, however, you acknowledge that the availability of Cover from Cover Providers may vary from time to time, and that we make no representations or warranties that any or any number of Cover Provider(s) shall accept your offer to procure Cover. In the unlikely event a Cover Provider does not accept your offer to procure Cover, your Cover Fee locked in the OpenCover smart contract is automatically available for you, and you only, to withdraw within at most twenty-four (24) hours.

5.1.2 establish and maintain an effective Platform for providing the Services;

5.1.3 keep You informed of the status of Our search for suitable Cover for You;

5.2 No authority to incur liabilities. Except as authorised by You under these Terms of Service, we shall not act in a way which will incur any other liabilities on your behalf.

5.3 Outages may occur when in our reasonable opinion they are necessary to facilitate improvements to, or to maintain Our Services. We will use reasonable endeavours to minimise the duration of such Outages or Service Interruptions that We deem necessary.

5.4 We will at all times comply with Applicable Data Protection Legislation.

5.5 For the avoidance of doubt, we make no warranty that use of the Services will guarantee any outcome or enable compliance with any particular laws, regulations or codes of conduct. Your compliance with any legal requirements to which you may be subject is entirely your own responsibility and we shall have no liability or responsibility in respect of the same.

5.6 You acknowledge that the Services may enable or assist You to access the content of, correspond with, and procure services from, third parties via third-party software and that You do so solely at its own risk. We make no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party software, or any transactions completed, and any contract entered into by You, with any such third party.

5.7 We are not responsible for any consequences of a breach of the contract between You and the Cover Provider, whether breached by You or the Cover Provider.

5.8 Except for the express warranties set forth in this Clause 5, the Services are provided on an “as is” basis, and your use of the Services is at your own risk. We do not make, and hereby disclaim, any and all other express and/or implied warranties, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose and any warranties arising from a course of dealing, usage, or trade practice. We do not warrant that the Services will be uninterrupted, error-free, or completely secure.

6. Cover Provider terms and conditions

6.1 You shall procure Cover from the Cover Provider on their terms of business. You warrant that you have reviewed the terms of business of the Cover Provider displayed at the quote stage before purchase and have made the decision to procure Cover without relying on any advice or inducement from Us.

6.2 We do not endorse any particular Cover Provider and do not vouch for the quality or nature of the Cover provided. Claims against, or complaints about the Cover should be addressed to the Cover Provider using their claims procedure and complaint and dispute resolution procedure as set out in the Cover Provider’s terms of business.

6.3 When you initiate a facilitated cover purchase from a quoted Cover Provider on OpenCover, you are making an offer to the Cover Provider. The order for Cover is not confirmed until the transaction settles with the named Cover Provider and the associated proof of purchase is added to the OpenCover cover purchase smart contract. This can take up to twenty-four (24) hours and is reflected on the status of your OpenCover Cover NFT on the blockchain you have chosen to purchase Cover.

6.4 Upon the proof of cover from the Cover Provider being delivered to the OpenCover cover purchase smart contract, You authorise Us to collect the associated Cover Fee locked in the OpenCover cover purchase smart contract. (including applicable taxes).

7. Service fees

7.1 The OpenCover fee for the Services is shown on the quote screen before purchase.

7.2 Timing of Fee Payment: the Cover Fee is locked in the OpenCover cover purchase smart contract as a deposit by you with OpenCover advancing the fees to purchase the cover from the Cover Provider. Upon the proof of cover being delivered to the OpenCover cover purchase smart contract by Us, our Fees become due and are collected from the smart contract. If a proof of purchase is no delivered to the OpenCover cover purchase smart contract within twenty-four (24) hours, you can reclaim the locked Cover Fee thereby cancelling your Cover purchase request.

7.3 Claims. We do not take any Fees from sums you receive from the Cover Provider in relation to the settlement of claims.

8. Intellectual Property Rights

8.1 Without prejudice to your rights in your own information, we jointly agree that you shall not acquire any Intellectual Property Rights whatsoever in respect of the Platform related to the provision of the Services to You.

8.2 We warrant that we have all necessary right, title and interest to enable you to benefit from the Services in accordance with these Terms of Service.

8.3 You hereby grant to us:

8.3.1 A non-exclusive, royalty-free, world-wide licence to use, copy and reproduce the information You provide to Us for internal purposes and to improve our Platform and Services; and

8.3.2 A non-exclusive, royalty-free, world-wide licence to aggregate, analyse and manipulate Your information either alone or in conjunction with other data and other customer data for the creation of business information and market insights;

8.4 Where you provide Feedback to us, you grant Us a worldwide, royalty-free, fully paid, perpetual, irrevocable licence to use, modify, sell, sub-license, make, and otherwise exploit the Feedback in any form or technology, whether now known or hereafter developed, and to allow others to do the same without restriction or obligation of any kind and we may incorporate Feedback either wholly or partially into our products and services with no obligation to license or to make available the changes to you or any other person or entity.

9. Your obligations

9.1 You shall supply Us such information as We may reasonably require so that We can introduce you to Cover options and Cover Providers that may meet your requirements and so that we can arrange for Your chosen Cover Provider to provide the Cover you choose to purchase. Our Platform is highly automated and uses the information you provide without further verification. You shall ensure that all information provided to Us is accurate and complete. You acknowledge that if You provide inaccurate or incomplete information, it may lead to the arranging of inappropriate or inadequate Cover and You acknowledge we will not be liable for errors arising from inaccurate or incomplete information.

10. Indemnity

10.1 You shall indemnify Us against any liability incurred by Us in properly discharging our obligations under this Contract, except to the extent that the liability arises as a result of Our negligence or breach of this Contract. This clause shall survive termination of the Contract.

11. Duration and termination

11.1 This Agreement shall commence on the date that you make a request to procure Cover with Us and shall continue until all active Covers expire.

11.2 We shall follow our archiving procedures for Your information. In the event of any loss or damage to Your information, your sole and exclusive remedy shall be for Us to use reasonable commercial endeavours to restore Your information from the latest back-up maintained by Us in accordance with our archiving procedure available upon request. We shall not be responsible for any loss, destruction, alteration or disclosure of Your information caused by any third party (except those third parties sub-contracted by Us to perform services related to the maintenance and back-up of Your information for which we shall remain fully liable).

12. Limitation of liability

12.1 You assume sole responsibility for results obtained from Your use of the Services and for conclusions drawn from such use. We shall have no liability for any actions taken by Us at your direction (such as making an offer for Cover.)

12.2 Unlimited liability. Nothing in this Contract shall limit or exclude Our liability for:

12.2.1 Death or personal injury caused by Our negligence;

12.2.2 Fraud or fraudulent misrepresentaton; and

12.2.3 Any matter in respect of which it would be unlawful to exclude or restrict liability.

12.3 Limitations of liability. Subject to clause 12.2:

12.3.1 under no circumstances shall we be liable to You, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:

(a) any loss of profit, economic loss, revenue, or anticipated savings; or

(b) any loss that is an indirect or secondary consequence of any act or omission of the party in question.

12.3.2 Our total liability to You in respect of all other loss or damage arising under or in connection with this Contract whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed four times Our Fee earned in relation to arranging the Cover that gives rise to the claim, and where no specific Cover gives rise to the claim then Our Fees earned under this Contract arranging Covers for You in the 6 months preceding the circumstances giving rise to this claim.

13. General

13.1 Force majeure: neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control.

13.2 Entire agreement.

13.2.1 You agree that, you did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in these Terms or (if you did rely on any representations, whether written or oral, not expressly set out in these Terms) that you shall have no remedy in respect of such representations and (in either case) we shall have no liability otherwise than pursuant to the express terms of these Terms.

13.2.2 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

13.2.3 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation [or negligent misstatement] based on any statement in this agreement.

13.3 Variation. No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

13.4 Waiver. No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

13.5 Severance

13.5.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.

13.5.2 If any provision or part-provision of this agreement is deemed deleted under clause 12.6.1, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

13.6 Notices.

13.6.1 Any notice or communication given to a party under or in connection with this agreement shall be in writing and shall be:

(a) sent by email to legal@opencover.com in relation to Us

(b) sent by email to You, if possible, and communicated through OpenCover social media channels

13.6.2 Any notice or communication shall be deemed to have been received at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. Business hours means 9.00 am to 5.00 pm Monday to Friday on a day that is not a public holiday in the place of receipt.

13.6.3 This clause shall not apply to the service of any proceedings or other documents in any legal action, arbitration or other method of dispute resolution.

13.7 Governing law. This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

13.8 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.