Welcome to Shiftrwa.xyz (“we”, “us”, or “our”). By accessing or using our website located at www.shiftrwa.xyz (the “Website”), you agree to be bound by these Terms of Use (“Terms”) and to comply with applicable laws and regulations. If you do not agree to these Terms, please do not use the Website.
1. Overview
These Terms govern your use of the Website. The Website is provided for informational purposes only and does not constitute financial, investment, legal, or other professional advice. Please read these Terms carefully to understand the scope of our services and your rights and responsibilities.
2. SHIFT DAO
DAOs are not recognized as legal entities in the majority of jurisdictions. As a result, they lack the capacity to be parties to legal contracts such as investments or transactions, and do not have access to courts. Without legal grounding in a jurisdiction pertaining to investments, lawmakers may categorize a DAO in different ways.
DAOs engaging with RWA often rely on centralized intermediaries — such as banks — to serve as asset managers and custodians. This dependence poses challenges in providing proof of funds and navigating real-world operational complexities, in addition to compliance with regulations concerning specific RWAs (e.g., property in many jurisdictions), restricted asset ownership, verification of fund sources, anti-money laundering (AML) and counter-terrorism financing (CTF) measures, and tax obligations.
SHIFT DAO addresses these challenges with a focus on legal clarity and financial efficiency. To establish a tangible real-world association with legal standing in a reliable and stable jurisdiction, SHIFT DAO registered SHIFT DAO LLC in the Republic of the Marshall Islands. The LLC may create one or more Series, each of which may issue Membership Interests (the “SHFT Membership Interests”) in accordance with its operating agreement and applicable law.
In the Republic of the Marshall Islands, SHIFT DAO LLC is a legally recognized entity formed under the Decentralized Autonomous Organization Act 2022 and governed under the Limited Liability Company Act 1996. The LLC may create one or more Series, each of which may issue Membership Interests in accordance with its operating agreement and applicable law. SHIFT DAO LLC intends to offer SHFT Membership Interests in one or more established or future Series. By purchasing Membership Interests, you acknowledge that you are acquiring an ownership interest in a Series of SHIFT DAO LLC, subject to the operating agreement of that Series and the DAO LLC Act 2022. All offers are made in compliance with applicable laws and are only available to individuals or entities in jurisdictions where such offers are permitted. Purchasers may be required to complete identity verification, beneficial-ownership disclosure, and other KYC/AML procedures as required by SHIFT DAO LLC. SHFT Membership Interests may confer economic and governance rights within the DAO LLC. These interests do not constitute public securities under RMI law, but purchasers are responsible for assessing their legal status in their jurisdiction. Governance and operational processes may be executed or recorded via smart contracts on Distributed Ledger Technology (DLT), consistent with the operating agreement and the DAO LLC Act 2022. Use of smart contracts does not alter your legal rights as a member under RMI law.
You are responsible for ensuring that your access to and use of the Website, and any purchase of Membership Interests, complies with all applicable laws, regulations, and rules in your jurisdiction. SHIFT DAO LLC is not responsible for your failure to comply with such laws.
3. SHFT Membership Interests and acquisition
The acquisition of Membership Interests (the “Interests”) in a Series of SHIFT DAO LLC, or in SHIFT DAO LLC itself, is a legal process governed by the DAO LLC Act 2022 and the Limited Liability Company Act 1996 of the Republic of the Marshall Islands.
Nature of Interests. SHFT Membership Interests in a Series represent a legal ownership interest in a specific Series of the LLC. These interests are designed not to provide members with governance rights (the ability to vote on DAO proposals) but only economic participation within that Series, all as explicitly described in the relevant operating agreement published on the website.
SHFT Membership Interests in SHIFT DAO LLC represent a legal ownership interest in SHIFT DAO LLC. These interests are designed to provide members with governance rights (voting on DAO proposals) and economic participation within SHIFT DAO LLC's assets, all as explicitly described in the relevant operating agreement published on the website.
You acknowledge that the Interests are not being offered as an investment opportunity, and you should have no expectation of profit derived solely from the efforts of SHIFT DAO LLC or any third party. The value of Interests may be volatile and is subject to the underlying performance of real-world assets and market conditions.
Interests may be subject to restrictions on transferability under the Operating Agreement of the respective Series and applicable law. You may not be able to resell Interests easily or at all.
4. No financial advice
The content on Shiftrwa.xyz is provided solely for informational purposes. Nothing on this Website constitutes financial, investment, or legal advice, nor should it be interpreted as a recommendation or endorsement of any specific asset, token, security, or financial product. We encourage you to seek independent professional advice before making any financial decisions based on the information provided here.
5. Use of Website
By accessing or using the Website, you represent and warrant that you are of legal age and have the legal capacity to enter into binding contracts under the laws of your jurisdiction. If you do not have such capacity, you must not use the Website or purchase Membership Interests.
You may use the Website only for lawful purposes and in compliance with these Terms. You agree not to:
- use the Website in any manner that could damage, disable, overburden, or impair our servers or networks;
- attempt to gain unauthorized access to any part of the Website or its systems;
- interfere with the operation of the Website or its services.
6. Intellectual property rights
All content on the Website, including text, graphics, logos, and software, is the property of Shiftrwa.xyz or its licensors and is protected by copyright, trademark, and other intellectual-property laws. You may not use, reproduce, or distribute any content from the Website without our prior written consent.
7. Third-party links and content
The Website may contain links to third-party websites or resources. These links are provided for your convenience, and SHIFT DAO LLC does not endorse or accept any responsibility for the content or services provided by these third parties. Accessing third-party websites is at your own risk, and we encourage you to review their terms of use and privacy policies.
8. Limitation of liability
To the fullest extent permitted by law, Shiftrwa.xyz disclaims any liability for any direct, indirect, incidental, special, or consequential damages arising out of or in connection with your use of the Website, including any damages for loss of profits, data, or other intangible losses, even if we have been advised of the possibility of such damages.
9. Disclaimer of warranties
The Website is provided “as is” and “as available” without warranties of any kind, either express or implied. We do not warrant that the Website will be uninterrupted, error-free, secure, or free of viruses or other harmful components. Use of the Website is at your own risk. This Website is for informational purposes only and does not constitute an offer or solicitation to sell shares or securities in SHIFT DAO or any related or associated company.
Any such offer or solicitation will be made only by means of an official document of SHIFT DAO and in accordance with the terms of all applicable laws. None of the information or analyses presented are intended to form the basis for any investment decision, and no specific recommendations are intended. This document does not constitute investment advice or counsel or solicitation for investment in any security and should not be construed as any offer for sale or subscription of, or any invitation to offer to buy or subscribe for, any securities, nor should it form the basis of, or be relied on in connection with, any contract or investment decision.
The SHFT DAO Governance Interface shall not be made available from restricted jurisdictions due to FATF concerns of unclear regulation. The list may change. Restricted jurisdictions include the Democratic People's Republic of North Korea, Islamic Republic of Iran, Burundi, Burkina Faso, Cameroon, the Democratic Republic of the Congo, Côte d'Ivoire, Crimea, Haiti, Iraq, Lebanon, Libya, Mali, Mozambique, Myanmar, Nicaragua, Somalia, South Sudan, Senegal, Sudan, Syrian Arab Republic, Tanzania, Trinidad and Tobago, Yemen, and the United States of America (including its territories).
10. Indemnification
To the maximum extent permitted by applicable law, you agree to indemnify, defend, and hold harmless SHIFT DAO LLC, its parent company, subsidiaries, affiliates, and their respective officers, directors, employees, agents, and representatives (collectively, the “Indemnified Parties”) from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorney's fees and court costs) arising from or relating to:
- Your breach of Terms — your violation of any provision of these Terms or the documents they incorporate by reference.
- Regulatory non-compliance — your failure to comply with the laws, regulations, or rules of your jurisdiction, including securities laws, AML laws, and tax obligations.
- Unauthorized access — accessing the Website or SHFT Membership Interests from a Restricted Jurisdiction.
- Third-party rights — your violation of any third-party right, including intellectual property, privacy, or proprietary rights.
- Your conduct — any negligent or intentional misconduct by you or any person accessing the Website using your credentials.
SHIFT DAO LLC reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of SHIFT DAO LLC.
11. Smart contract and technical risk disclosure
By using the Website and interacting with the SHIFT DAO protocol, you acknowledge and agree to the following technical risks:
- Smart-contract vulnerabilities. Governance and operational processes are executed via smart contracts on Distributed Ledger Technology (DLT). While these contracts may be audited, no code is entirely secure. You accept the risk of bugs, flaws, or exploits that could result in the loss of Membership Interests or the failure of the protocol.
- Finality and immutability.Transactions on the blockchain are generally irreversible. SHIFT DAO LLC cannot “roll back” or recover funds lost due to user error, such as sending assets to the wrong address or losing access to private keys.
- Oracle risks.The protocol may rely on third-party data providers (“Oracles”) to bring real-world asset data on chain. Inaccuracies, delays, or manipulation of these data feeds could negatively impact the value or governance of your SHFT Membership Interests.
- Network failure. You assume all risks associated with the underlying blockchain network (e.g., Ethereum, Polygon, Solana), including network congestion, high gas fees, forks, or total network failure.
- No guarantee of access. SHIFT DAO LLC does not guarantee that the Governance Interface or the Website will be available at all times. Technical maintenance, cyberattacks, or regulatory interventions may result in temporary or permanent loss of access.
12. Governing law and jurisdiction
These Terms are governed by and construed in accordance with the laws of the Republic of the Marshall Islands. By using the Website, you agree to submit to the exclusive jurisdiction of the courts of RMI in connection with any disputes arising from or related to these Terms or your use of the Website.
13. Amendments to the Terms
We reserve the right to update or amend these Terms at any time. When we make changes, we will revise the “Last updated” date at the top of this page. We encourage you to review these Terms periodically.
14. Contact us
If you have any complaints or disputes arising from these Terms or your use of the Website, please contact us first at contact@shiftrwa.xyz. We will make reasonable efforts to resolve disputes informally before any formal legal proceedings in the courts of the Republic of the Marshall Islands.
15. Acknowledgment
By accessing or using the Website, you acknowledge that you have read, understood, and agree to be bound by these Terms, including the notice regarding the SHFT sale.