Terms & Conditions

Effective Date: 30th August 2024

Welcome to OpenAlpha LLC ("OpenAlpha", "we", "us", or "our"), a Web3-focused investment club incorporated in Saint Vincent & Grenadines. These Terms & Conditions ("Terms") govern your access to and use of our website, services, and investment opportunities (collectively, the "Services"). By accessing or using the Services, you agree to be bound by these Terms. If you do not agree to these Terms, please do not use the Services.

1. Membership Eligibility

1.1 General Requirements

To become a member of OpenAlpha, you must meet certain eligibility criteria, including but not limited to:

  • Being an accredited investor as defined as inserted by Act No. 12 of 1998 enacted in the Saint Vincent & Grenadines or under relevant securities laws and regulations in your jurisdiction.
  • Successfully completing our membership application process, including submitting all required documentation, and being approved by our club administrator.

1.2 Membership Tiers

OpenAlpha may offer different membership tiers, each with its own set of privileges, rights, and obligations. Details of these tiers will be provided upon application and may be subject to change at the discretion of OpenAlpha.

1.3 Member Obligations

Members are expected to:

  • Act in good faith and in the best interests of the OpenAlpha community.
  • Abide by all applicable laws and regulations related to investment activities, including anti-money laundering (AML) and know your customer (KYC) requirements.
  • Refrain from engaging in activities that may harm the reputation or integrity of OpenAlpha or its members.
  • Refrain from sharing deals outside the club and its members.

1.4 Termination of Membership

Membership may be terminated by OpenAlpha at any time for cause, including but not limited to breaches of these Terms, violations of applicable laws, or actions that are detrimental to the OpenAlpha administrator and community. Members may also terminate their membership by providing written notice to OpenAlpha, subject to the terms of any ongoing commitments.

2. Investment Opportunities

2.1 Deal Flow

OpenAlpha provides its members with access to investment opportunities in tokens, equity, or hybrid deals. These opportunities are curated by our investment team and presented on a deal-by-deal basis, allowing members to participate at their discretion.

2.2 No Mandatory Participation

Members are not obligated to invest in every deal presented by OpenAlpha. Participation in each investment opportunity is voluntary and at the sole discretion of the member. OpenAlpha does not guarantee that all members will have equal access to every deal.

2.3 Due Diligence

While OpenAlpha strives to vet and present high-quality investment opportunities, members are responsible for conducting their own due diligence. This includes reviewing all relevant documentation, assessing risks, and seeking independent financial or legal advice as needed. OpenAlpha strictly does not provide investment, legal, or tax advice.

2.4 Risk Acknowledgment

Members acknowledge that investments in the Web3 space, including tokens and early-stage startups, are highly speculative and involve a significant degree of risk. These risks include, but are not limited to, loss of capital, market volatility, regulatory changes, and technological failures. Members should only invest capital they are willing and able to lose. Members cannot hold the club and its administrators liable for any of the above risks.

2.5 Investment Commitments

Once a member commits to an investment, that commitment is binding. Members agree to fulfill their financial obligations for any investments they choose to participate in, subject to the terms of the specific investment agreement.

2.6 Liquidity and Exit Strategies

The investments facilitated by OpenAlpha may have limited liquidity, and members should be prepared to hold their investments for an extended period. Exit strategies will vary depending on the nature of the investment and may include secondary sales, buybacks, coin listings or public offerings. OpenAlpha does not guarantee any particular exit strategy or timing.

3. Use of the Platform

As a condition to accessing or using the Services or the Site, you represent and warrant to OpenAlpha the following:

3.1 Legal Capacity

  • If you are entering into these Terms as an individual, you confirm that you are of legal age in the jurisdiction in which you reside and that you have the legal capacity to enter into these Terms and be bound by them.
  • If you are entering into these Terms on behalf of an entity, you confirm that you have the legal authority to accept these Terms on behalf of that entity. In such cases, references to "you" in these Terms will mean that entity, except as otherwise indicated.

3.2 Prohibited Persons and Locations

  • You confirm that you are not a "Blocked Person" and are not accessing the Services "Blocked Countries".
  • You confirm that you are not a resident, citizen, agent of, or incorporated in, nor do you have a registered office in, any of the following countries or regions: Iran, Cuba, North Korea, Syria, Myanmar (Burma), Crimea, Donetsk, Luhansk, or any other country or region subject to comprehensive country-wide or region-wide economic sanctions by the United States (collectively, "Restricted Territories").
  • You are not the subject of economic or trade sanctions administered or enforced by any governmental authority, nor are you designated on any list of prohibited or restricted parties (including the list maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury) (collectively, "Sanctioned Person").
  • You do not intend to transact with any Restricted Person or Sanctioned Person.

3.3 Compliance and Lawfulness

You confirm that your access to the Services is not prohibited by, and does not violate or assist you in violating, any domestic or foreign law, rule, statute, regulation, by-law, order, protocol, code, decree, or other directive, requirement, or guideline that applies to or is intended to govern or regulate any person, property, transaction, activity, event, or other matter, including any rule, order, judgment, directive, or requirement issued by any domestic or foreign federal, provincial, state, municipal, local, or other governmental, regulatory, judicial, or administrative authority having jurisdiction over OpenAlpha, you, or the Services (collectively, "Applicable Laws").

You further confirm that your use of the Services does not contribute to or facilitate any illegal activity.

3.4 Circumvention of Restrictions

You agree not to use a Virtual Private Network (VPN) or any other privacy or anonymization tools or techniques to circumvent, or attempt to circumvent, any restrictions that apply to the Services.

3.5 License to Use

OpenAlpha grants you a limited, non-exclusive, non-transferable, and revocable license to access and use the Services for your personal or internal business purposes, subject to these Terms. This license does not include the right to modify, reproduce, distribute, or create derivative works based on the content of the Services, except as explicitly authorized by OpenAlpha and its administrator.

3.6 Prohibited Activities

As a member of OpenAlpha and a user of our Services, you may not engage in the following categories of activity (collectively, "Prohibited Uses"). These activities are representative but not exhaustive. If you are uncertain whether your use of the Services involves a Prohibited Use or have other questions about how these requirements apply to you, please contact us at [insert OpenAlpha’s legal contact email]. By using the Services, you confirm that you will not engage in any of the following Prohibited Uses:

  • Violation of Applicable Laws: Using the Services to engage in any activities that violate applicable laws, regulations, or sanctions programs, including but not limited to anti-money laundering, anti-terrorist financing laws, and securities laws relevant to the jurisdictions in which OpenAlpha operates or where its members reside.
  • Intellectual Property Infringement: Sharing, distributing, or engaging in transactions that involve intellectual property that infringes or violates any copyright, trademark, right of publicity, privacy, or any other proprietary right, including unauthorized sharing of investment materials, deal documentation, or other proprietary content provided by OpenAlpha or its partners.
  • Improper Use of OpenAlpha’s Intellectual Property: Using OpenAlpha’s intellectual property, name, logo, or any related trademarks without express consent, or in a manner that suggests false endorsement or affiliation with OpenAlpha, or that otherwise harms OpenAlpha’s reputation.
  • Improper or Abusive Investment Practices: Engaging in investment practices that are fraudulent, deceptive, or manipulative, including but not limited to:
    • Misrepresentation of your identity, credentials, or financial capacity when participating in deals;
    • Colluding with other members to manipulate investment outcomes or market conditions;
    • Participating in insider trading or using non-public information obtained through the club for personal gain outside the approved use;
    • Front-running, wash trading, or engaging in any form of market manipulation that could harm the integrity of the investment process or the value of investments offered through OpenAlpha.
  • Interference with Services: Using the Services in any manner that could interfere with, disrupt, or negatively affect other members’ ability to access or benefit from investment opportunities, or that could damage, disable, or impair the functioning of OpenAlpha’s platform or communication channels.
  • Circumvention of Security Measures: Circumventing any security measures or access controls implemented by OpenAlpha to protect confidential deal information or restrict access to certain members based on jurisdiction or membership status.
  • Unauthorized Automation or Data Extraction: Using any automated systems, software, bots, or tools not authorized by OpenAlpha to access the platform, extract data, or interact with the investment opportunities provided, including scraping deal information, member details, or other sensitive content.
  • Providing False or Misleading Information: Providing false, inaccurate, or misleading information in your profile, during due diligence, or when participating in investment opportunities, or engaging in activities that defraud OpenAlpha, its members, or any other parties involved in a deal.
  • Engagement in Criminal or Fraudulent Activity: Using the Services to transmit or exchange digital assets, funds, or investments that are the proceeds of criminal or fraudulent activity, including but not limited to money laundering, tax evasion, or financing of terrorism.
  • Sharing of Confidential Information: Disclosing or sharing confidential deal information, investment strategies, or proprietary content obtained through OpenAlpha without proper authorization, including sharing such information with non-members or third parties.
  • Improper Conduct or Harassment: Engaging in conduct that is abusive, harassing, or harmful to other members, OpenAlpha staff, or service providers, or impersonating another member or misrepresenting your relationship with OpenAlpha.
  • Improper Communication or Content: Using the platform to post, share, or distribute content that is defamatory, offensive, or inappropriate, or that promotes hate, violence, or discrimination, particularly in the context of discussions or communications related to investment opportunities.
  • Jurisdictional Violations: Accessing or using the Services from jurisdictions where OpenAlpha has prohibited participation due to legal or regulatory constraints, including using VPNs or other tools to bypass geographical restrictions.
  • Encouragement of Prohibited Activities: Engaging in, attempting to engage in, or encouraging, inducing, or assisting others to engage in any activities prohibited under this Section 5 or any other provision of these Terms.

3.7 User Accounts

Members are responsible for maintaining the confidentiality of their account credentials and are fully responsible for all activities that occur under their account. OpenAlpha reserves the right to suspend or terminate any account that it deems to be compromised or in violation of these Terms.

3.8 Content Submission and Use

If you submit any content to OpenAlpha, including but not limited to comments, feedback, or investment proposals, you grant us a worldwide, non-exclusive, royalty-free, and transferable license to use, reproduce, distribute, and display such content in connection with the Services. You represent and warrant that you have the right to grant this license and that your content does not infringe on any third-party rights.

4. Confidentiality and Non-Disclosure

4.1 Confidential Information

Members may have access to confidential information related to investment opportunities, business strategies, or other members. You agree to keep such information confidential and not to disclose it to any third party without the prior written consent of OpenAlpha. Confidential information may include, but is not limited to, financial data, business plans, and proprietary technologies.

4.2 Non-Disclosure Agreement

You may be required to sign a non-disclosure agreement (NDA) before accessing certain confidential information on the platform. Failure to comply with the terms of an NDA may result in termination of your membership and legal action.

4.3 Exceptions to Confidentiality

The confidentiality obligations in this section do not apply to information that:

  • Is or becomes publicly available through no fault of your own.
  • Was known to you prior to disclosure by OpenAlpha.
  • Is disclosed to you by a third party who has the right to make such disclosure.
  • Is required to be disclosed by law, regulation, or court order, provided that you promptly notify OpenAlpha of such a requirement and cooperate with OpenAlpha in seeking protective measures.

5. Intellectual Property

5.1 Ownership

All content, trademarks, logos, and other intellectual property associated with the Services are owned by OpenAlpha or its licensors. You are not granted any rights or licenses to use any of the intellectual property except as expressly provided in these Terms. Any unauthorized use of the OpenAlpha intellectual property is strictly prohibited and legal action can be taken in the event of unauthorized use.

5.2 Infringement Claims

If you believe that any content on the Services infringes your intellectual property rights, you should promptly notify OpenAlpha with a detailed description of the alleged infringement. OpenAlpha will investigate and, if necessary, take appropriate action, which may include removing the infringing content or terminating the account of the infringer.

6. Fees and Payments

6.1 Membership Fees

OpenAlpha may charge membership fees for access to certain tiers or services. The fee structure will be communicated to members during the application process and may be subject to change. Any changes to fees will be communicated to members.

6.2 Investment Fees

OpenAlpha may charge fees related to specific investments, such as management fees, performance fees, or carried interest. These fees will be disclosed in the investment agreement for each deal and will be deducted from the returns or capital contributed by the members.

6.3 Payment Terms

All fees and payments must be made in the currency specified by OpenAlpha and are due on the dates specified. Failure to pay fees when due may result in suspension or termination of membership and access to the Services.

6.4 Refunds

Membership fees are generally non-refundable unless otherwise specified in the membership agreement. Investment-related fees are also non-refundable, except in cases of overpayment or administrative error.

7. Limitation of Liability

7.1 No Warranties

The Services are provided on an "as is" and "as available" basis. OpenAlpha makes no warranties or representations regarding the accuracy, reliability, or completeness of any information provided through the Services. We disclaim all warranties, whether express, implied, statutory, or otherwise, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement.

7.2 Liability Limitation

To the maximum extent permitted by law, OpenAlpha shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, or goodwill, arising from your use of the Services, even if OpenAlpha has been advised of the possibility of such damages.

7.3 Indemnification

You agree to indemnify and hold harmless OpenAlpha, its affiliates, officers, directors, employees, and agents from any claims, liabilities, damages, losses, and expenses, including reasonable attorney’s fees, arising out of or related to your use of the Services, your violation of these Terms, or your infringement of any third-party rights.

7.4 Force Majeure

OpenAlpha shall not be liable for any failure or delay in the performance of its obligations under these Terms due to circumstances beyond its reasonable control, including but not limited to natural disasters, acts of government, pandemics, war, terrorism, cyberattacks, or interruptions in telecommunications or utilities.

8. Termination

8.1 Termination by OpenAlpha

OpenAlpha reserves the right to terminate or suspend your access to the Services at any time, with or without cause, and with or without notice. Reasons for termination may include, but are not limited to, violations of these Terms, illegal activity, or actions that harm the OpenAlpha community.

8.2 Termination by You

You may terminate your membership at any time by providing written notice to OpenAlpha. Termination will not affect any obligations or commitments you have made prior to termination, including any investment commitments or fees due.

8.3 Effect of Termination

Upon termination, you will lose access to the Services and any content or data associated with your account. OpenAlpha may retain certain information for legal or regulatory purposes, but will otherwise delete or anonymize your data in accordance with our privacy policy.

9. Governing Law and Dispute Resolution

9.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of Saint Vincent & Grenadines, without regard to its conflict of law principles. The rights and obligations of the parties under these Terms shall be binding upon and inure to the benefit of their respective successors, assigns, and legal representatives.

9.2 Dispute Resolution

Any disputes arising out of or related to these Terms or the Services shall be resolved through binding arbitration in accordance with the rules of the International Chamber of Commerce (ICC). The arbitration shall take place in Saint Vincent & Grenadines, and the language of the arbitration shall be English. The decision of the arbitrator(s) shall be final and binding on the parties.

9.3 Class Action Waiver

You agree to resolve any disputes on an individual basis, and that any claims you bring against OpenAlpha will not be as a plaintiff or class member in any purported class or representative action. The arbitrator(s) shall not consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.

10. Risks

10.1 General Investment Risks

By participating in OpenAlpha and using the Services, you acknowledge and agree that all investments carry inherent risks, including but not limited to the loss of capital, liquidity risks, and market volatility. The digital assets, tokens, and equity investments presented within OpenAlpha are particularly susceptible to high volatility and speculative risks. You understand that past performance is not indicative of future results, and the value of investments can fluctuate significantly.

10.2 Risks Associated with Digital Assets

Digital assets, including cryptocurrencies and tokens, are highly experimental and involve substantial risks. These risks include but are not limited to market volatility, technological failure, regulatory actions, and security vulnerabilities. By engaging with these assets through OpenAlpha, you acknowledge that the value of digital assets can be unpredictable, and you may incur substantial losses, including the complete loss of value of your investments.

10.3 Regulatory and Legal Risks

The regulatory landscape for digital assets and blockchain technology is rapidly evolving. You acknowledge that OpenAlpha and its members may be subject to regulatory inquiries, enforcement actions, or other legal challenges that could impact the availability or legality of certain investments or the ability to execute transactions. You are responsible for understanding and complying with the legal requirements applicable to your participation in the investment opportunities presented by OpenAlpha.

10.4 Technological Risks

OpenAlpha operates within a digital and blockchain-based environment that is subject to technological risks. These risks include, but are not limited to, the potential for smart contract vulnerabilities, network congestion, cyber-attacks, and the failure of blockchain networks. You understand that these technological risks could result in the loss of your digital assets, the failure to execute transactions, or other adverse outcomes.

10.5 Security Risks

The security of your digital assets and personal information is paramount, but no system is immune to risks. You are solely responsible for securing your private keys, account credentials, and any other sensitive information related to your participation in OpenAlpha. Loss or theft of these credentials can result in the irreversible loss of your digital assets, and OpenAlpha cannot recover lost or stolen assets on your behalf.

10.6 Market and Liquidity Risks

Digital assets and other investments offered through OpenAlpha may be subject to limited liquidity, meaning you may not be able to sell your investments at your desired price or within your desired timeframe. Additionally, market conditions can change rapidly, leading to significant price fluctuations. You acknowledge that the liquidity and marketability of digital assets and equity investments may be uncertain, and you should be prepared to hold such investments for an extended period or indefinitely.

10.7 Due Diligence and Investment Decisions

OpenAlpha provides access to investment opportunities but does not offer investment advice or recommendations. You are solely responsible for conducting your own due diligence and making informed investment decisions. OpenAlpha does not guarantee the accuracy, completeness, or reliability of any information provided in connection with investment opportunities. All investment decisions are made at your own risk, and you should seek professional advice if you are uncertain about any aspect of an investment.

10.8 Regulatory Cooperation and Compliance

OpenAlpha may be required to comply with applicable laws and regulations, including but not limited to anti-money laundering (AML) and know-your-customer (KYC) requirements. In doing so, OpenAlpha may be required to share information about its members or transactions with regulatory authorities, which may not be in your best interests. You acknowledge and agree that OpenAlpha may take any action it deems necessary to comply with legal and regulatory obligations, including suspending or terminating your access to the Services.

10.9 Tax and Reporting Obligations

You are solely responsible for understanding and complying with your tax obligations related to your participation in OpenAlpha and any investments made through the platform. OpenAlpha does not provide tax advice, and you should consult with a qualified tax professional to ensure compliance with applicable tax laws and reporting requirements.

10.10 Assumption of Risks

By accessing and using OpenAlpha’s Services, you expressly acknowledge and assume all risks associated with your participation in the investment opportunities provided. You agree that OpenAlpha and its affiliates, including but not limited to its officers, directors, employees, and agents, shall not be held liable for any losses, damages, or adverse outcomes resulting from your use of the Services or participation in any investment opportunities.

10.11 Waiver and Release

To the fullest extent permitted by law, you hereby waive, release, and discharge OpenAlpha, its affiliates, officers, directors, employees, agents, and representatives from any and allclaims, liabilities,and damages arising from or related to the risks outlined in this Section 10. This waiver and release apply to known and unknown claims and extend to all potential risks associated with your use of the Services and participation in OpenAlpha.

11. Amendments

11.1 Changes to Terms

OpenAlpha reserves the right to modify these Terms at any time. Any changes will be effective immediately upon posting the updated Terms on the website. Youare responsible for regularly reviewing these Terms to stay informed of any updates. Your continued use of the Services after the changes are posted will constitute your acceptance of the revised Terms.

11.2 Amendments to Services

OpenAlpha may update,modify, or discontinue any aspect of the Services at any time, with or without notice. OpenAlpha shall not be liable to you or any third party for any modification, suspension, or discontinuation of the Services.

12. Privacy and Data Protection

12.1 Privacy Policy

Your use of the Services is also governed by our Privacy Policy, which explains how we collect, use, and protect your personal information. By using the Services, you consent to the collection and use of your information as outlined in the Privacy Policy.

12.2 Data Security

OpenAlpha takes reasonable measures to protect the security of your data, but we cannot guarantee that unauthorized third parties will never be able to defeat our security measures. You acknowledge that you provide your personal information at your own risk.

12.3 Data Retention

We will retain your personal information for as long as necessary to fulfill the purposes for which it was collected, comply with legal obligations, resolve disputes, and enforce our agreements. When your information is no longer needed, we will delete or anonymize it in accordance with our data retention policies.

13. Miscellaneous

13.1 Entire Agreement

These Terms, along with any other legal notices or agreements published by OpenAlpha on the Services, constitute the entire agreement between you and OpenAlpha regarding your use of the Services and supersede any prior agreements or understandings, whether written or oral.

13.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid or unenforceable provision shall be replaced with a valid provision that most closely approximates the intent of the original provision.

13.3 Waiver

No waiver of any term or condition in these Terms shall be deemed a further or continuing waiver of such term or condition or any other term or condition. OpenAlpha’s failure to enforce any right or provision under these Terms shall not constitute a waiver of such right or provision.

13.4 Assignment

You may not assign or transfer any of your rights or obligations under these Terms without the prior written consent of OpenAlpha. OpenAlpha may freely assign its rights and obligations under these Terms without notice to you.

Contact Information

For any questions, concerns, or notices regarding these Terms, please contact us at:

mona@openalpha.vc