Optimism Community Agreement

Hello, Optimist!

Please carefully read this entire document, which is a legal agreement between you and the Optimism Foundation (the “Foundation”, “we”, “our” or “us”) and contains important information about:

OP Mainnet (the Ethereum layer 2 scaling protocol that we help steward),
the open-source development stack that powers OP Mainnet (the “OP Stack”),
other blockchain protocols built on the OP Stack (“Other OP Chains/Forks”),
the Optimism Collective (the community governance body of OP Mainnet and Other OP Chains/Forks that join the Superchain),
the Foundation, and
other important things.

By interacting with OP Mainnet or any Other OP Chain/Fork in any way, or accessing or using Optimism.io, the OP Stack, or any product or service made available by the Foundation, you agree to this Agreement, which includes legal disclaimers, as well as our Terms of Service. Please read this entire Agreement and the Terms of Service carefully.

1. OP MAINNET, OTHER OP CHAINS/FORKS, THE OP STACK, THE OPTIMISM COLLECTIVE, AND THE OPTIMISM FOUNDATION

OP Mainnet is a public, internet-based blockchain computing platform. It is configured to inherit permissionless-ness, decentralization, and security attributes from another blockchain computing platform, Ethereum. Because of this configuration, OP Mainnet is referred to as a “Layer 2” blockchain computing platform.

OP Mainnet and the suite of open source code (including the OP Stack), tooling, infrastructure, and governance systems underlying it are composed of many different and evolving components, which are contributed, used, and supported by a wide variety of participants. These participants, ranging from developers to node operators, creators to token holders, and builders to web3 enthusiasts and beyond, comprise the Optimism community (the “Optimism Collective”). Other OP Chains/Forks may incorporate the OP Stack to varying degrees, and may or may not share the properties of OP Mainnet to varying degrees.

OP Mainnet, Other OP Chains/Forks that join the Superchain, and the OP Stack grow and change through the efforts of the Optimism Collective. The Optimism Collective is represented by a bicameral community organization, jointly governed by holders of the ‘OP’ token and Optimism citizens, and stewarded by the Foundation.

The Foundation currently contributes to the Optimism Collective. Among other things, the Foundation contributes to the continuing development and maintenance of OP Mainnet, certain Other OP Chains/Forks, and the OP Stack by making, maintaining, facilitating, publicizing or otherwise working on or encouraging:

Community education and involvement.
Procedural and administrative support of Optimism Collective governance.
Allocations and delivery of community grants.
The Optimism.io website.
The OP Stack and other software, smart contracts, APIs, and utilities, including the Gateway Interface and AttestationStation front ends that interact with OP Mainnet and/or certain Other OP Chains/Forks smart contracts.
Data processing for the network and operating one or more nodes.
Written, video, and other content on our website, various social media platforms and elsewhere.
Generally being a resource to the community in a variety of other ways.

All of the above software, content and activities are referred to in this notice as our “Software, Content, and Activities.” Sometimes we are paid in connection with our Software, Content, and Activities. Other times we are not. We are a foundation company organized under the laws of the Cayman Islands.

2. OTHER IMPORTANT INFORMATION AND RISKS

When interacting with OP Mainnet, an Other OP Chain/Fork, the OP Stack or our Software, Content, and Activities, please keep the following points in mind:

We do not control OP Mainnet or any Other OP Chain/Fork. OP Mainnet and Other OP Chain/Forks (generally) are Ethereum Layer 2s, meaning that the canonical state of its blockchain can, at any time, be derived (by anyone) from information embedded in existing blocks on the Ethereum blockchain. Moreover, the latest governance-approved version of the OP Stack and the OP Mainnet protocol can only be validly upgraded through governance decisions by the Optimism Collective. We do not control Ethereum or the Optimism Collective, and you should not rely on us (or any other party) to control OP Mainnet or any Other OP Chain/Fork that joins the Superchain. For the above reasons and others, we do not, and cannot, do so. Moreover, because the OP Stack enables anyone to create an Other OP Chain/Fork without needing the involvement of the Foundation, the existence of an Other OP Chain/Fork does not indicate, imply, or require any involvement or responsibility of the Foundation.
OP Mainnet and the OP Stack are works in progress. They are built on new and evolving technology. Their codebase has been audited, but it still may contain unknown bugs. In addition, the security of OP Mainnet is currently dependent on a multisignature wallet, managed by the participants of the Optimism governance-approved Security Council, which can be used to maliciously upgrade core OP Mainnet smart contracts without upgrade delays or the approval of the Optimism Collective. This introduces various risks, including the loss of some or all of the assets held within the system.
Do your own research before using or engaging with OP Mainnet or any Other OP Chain/Fork. Be careful and always do your own due diligence before engaging with any component of OP Mainnet or any Other OP Chain/Fork, regardless of who built or implemented it. Read widely. Stay on top of updates and developments. Be curious. Don’t leave any stone unturned, and don’t assume that something is correct or will function a certain way without independently verifying.
When you use OP Mainnet, any Other OP Chain/Fork, the OP Stack, or any of our other Software, Content, and Activities, it is at your own risk. This includes risks specific to them and the risks inherent in using any cryptographic or blockchain-based system (such as wallet and private key management, variable transaction costs and speeds, technological vulnerabilities, cryptographic attack vectors, and risks relating to digital assets). You should not use any of these unless you have sufficient knowledge to understand, accept, and manage all the risks.
… this includes the risk of loss of your wallet private keys and seed phrases. You are solely responsible for securing the wallet private keys and seed phrases you use to store and transfer assets on OP Mainnet and any Other OP Chain/Fork. It is your responsibility to avoid losing them or sharing them with anyone else. Once lost, there may be nothing that can be done to recover access to your wallet or to otherwise provide you with recourse.
We may (but will not be obligated to) take or authorize certain actions to attempt to mitigate critical security vulnerabilities and protect the community. Although your use of any OP Chain is entirely at your own risk, we may in certain instances take (or authorize others to take) steps to protect the community (“Mitigation Efforts”), although we will not have any obligation to do so. If a critical security vulnerability is discovered, pausing the protocol (“Pausing” or a “Pause”) may be a potentially effective way to mitigate immediate harms. Because of the need to act quickly in such situations, Pausing (but not unpausing) may be pre-signed, meaning it may not be subject to the normal procedures of OP Mainnet or the Other OP Chain/Fork. For the same reason, the unilateral ability to Pause may be delegated to trusted third parties. Pausing may temporarily interfere with your ability to access your assets or otherwise use or interact with OP Mainnet or an Other OP Chain/Fork, and may have other longer-term effects on OP Mainnet or the Other OP Chain/Fork, and your assets, including an effect on value. You acknowledge and agree that Pausing is a reasonable way (among others) to attempt to mitigate security vulnerabilities but that Pauses or other Mitigation Efforts may or may not be implemented and may not successfully mitigate security vulnerabilities if they are implemented, and that the risks associated with Pausing and other Mitigation Efforts are among the risks you assume when you use OP Mainnet or an Other OP Chain/Fork and are covered by the waiver and disclaimer of liability in Section 3, below.
We are not, do not speak for, and cannot bind, the Optimism Collective. The Optimism Collective is a collection of independent contributors to the Optimism project. The Foundation is a separate, independent entity. While we currently do work to steward the Optimism Collective and its mission, we do not speak for the Optimism Collective, and cannot contractually bind it in any manner. Unless we say otherwise in writing, the individual conduct of participants in the Optimism Collective are not covered, or endorsed by, the Foundation in any way.
We do not endorse third parties or third-party information. Any time we link to, quote or otherwise reference a third party or reproduce or incorporate their information, content or material, it is solely for informational purposes. You should not assume that we have verified the accuracy of, or endorse in any way, such information, content, or materials.
You are responsible for your own compliance. We attempt to comply with applicable laws, rules, and contractual obligations with respect to all of our Software, Content, and Activities. However, that landscape is constantly changing and differs jurisdiction by jurisdiction. It is your responsibility to conduct your own inquiry to ensure that your activity on OP Mainnet and any Other OP Chain/Fork complies with all applicable laws, rules, and contractual obligations.
When we talk about future ideas or prospects, we are expressing our vision and hopes, and there is no commitment or guarantee that it will come true, that we will implement any of it, or that it will work. The world changes quickly and technology at an even faster pace. We have no idea how things will turn out and our aspirations and predictions may be unreliable. Look carefully at the date of things because after that date, things might have changed (a lot).
You should not rely on us for any specific future work. The Foundation aims to make technical and governance contributions that allow the Foundation to further and progressively decentralize its role over time. We happily contribute to the Optimism community today, but we are also proud to pursue a world where this community does not need us in order for it to continue to thrive tomorrow. That’s the whole point of a public, open source, blockchain-based system governed by a decentralized Collective.

While the above is not an exhaustive list of potentially relevant considerations, we hope you find it, and the other content of this Agreement, helpful. Please save a copy of this Agreement for your records. It may be modified from time to time – at which point we’ll post an updated version and identify the date of the latest update at the top of this page. Your accessing, interaction with, or use of OP Mainnet, any Other OP Chain/Fork, the OP Stack, or any of our Software, Content, and Activities following such posting will constitute your agreement to the updated version.

3. DISCLAIMERS AND LIMITATIONS OF LIABILITY

We work in the open, guided by an open source ethos, with products on the bleeding edge of what we believe to be a technological revolution in decentralized computation. This is a fundamentally experimental enterprise.

THE FOUNDATION MAKES NO REPRESENTATION, WARRANTY, GUARANTEE, OR UNDERTAKING REGARDING OP MAINNET, ANY OTHER OP CHAIN/FORK, THE OP STACK OR ANY OF OUR OTHER SOFTWARE, CONTENT, AND ACTIVITIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF COMPLIANCE, ACCURACY, RELIABILITY, VALIDITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, AVAILABILITY, DURABILITY, AND NONINFRINGEMENT, OR AS TO ANY OF THEM BEING UNINTERRUPTED, ERROR FREE, FREE OF HARMFUL COMPONENTS, COMPLIANT WITH LAWS, OR SECURE, AND THE FOUNDATION WILL NOT BE LIABLE IN CONNECTION WITH YOUR USE OR RELIANCE ON THEM.

THE FOUNDATION DOES NOT OWN, OPERATE OR CONTROL OP MAINNET OR ANY OTHER OP CHAIN/FORK, EACH OF WHICH IS PUBLIC, PERMISSIONLESS, AND RUNS ON SELF-EXECUTING SMART CONTRACTS. THE OP STACK, OP MAINNET, OTHER OP CHAINS/FORKS, AND OUR SOFTWARE, CONTENT, AND ACTIVITIES MAY CONTAIN BUGS, ERRORS, DEFECTS, OR VULNERABILITIES AND MAY BE SUSCEPTIBLE TO CYBERATTACKS. YOU AGREE THAT YOU ASSUME ALL RISKS IN CONNECTION WITH USING, CONNECTING A WALLET TO, OR OTHERWISE INTERACTING WITH OP MAINNET OR ANY OTHER OP CHAIN/FORK, OR USING THE OP STACK OR ANY OF OUR OTHER SOFTWARE, CONTENT, AND ACTIVITIES.

YOU FURTHER EXPRESSLY (I) WAIVE AND RELEASE ANY AND ALL CLAIMS, ACTIONS, PROCEEDINGS, CAUSES OF ACTION, EXPENSES, LIABILITIES, AND DAMAGES (COLLECTIVELY, “CLAIMS”) YOU MAY HAVE AGAINST THE FOUNDATION AND/OR ANY OF ITS AFFILIATES, SERVICE PROVIDERS AND/OR LICENSEES, ITS AND THEIR RESPECTIVE PAST, PRESENT AND FUTURE OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, CONTRACTORS, REPRESENTATIVES AND AGENTS, AND/OR SUCCESSORS AND ASSIGNS OF ANY OF THE FOREGOING (COLLECTIVELY, THE “FOUNDATION PARTIES”) ARISING FROM OR IN ANY WAY RELATING TO THE OP STACK, OP MAINNET, ANY OTHER OP CHAIN/FORK, ANY OF OUR SOFTWARE, CONTENT, AND ACTIVITIES, AND ANY MITIGATION EFFORTS RELATED TO ANY OF THE FOREGOING, AND (II) AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS THE FOUNDATION PARTIES FROM AND AGAINST ANY AND ALL CLAIMS ARISING FROM OR IN ANY WAY RELATING TO YOUR FRAUD, WILLFUL MISCONDUCT, GROSS NEGLIGENCE OR VIOLATION OF APPLICABLE LAW OR THIS AGREEMENT. THE FOUNDATION PARTIES ARE EXPRESSLY-INTENDED THIRD-PARTY BENEFICIARIES OF THIS PARAGRAPH WITH THE RIGHT TO DIRECTLY ENFORCE IT WITH RESPECT TO YOU.

4. MISCELLANEOUS

You agree that any dispute, claim, or request for relief relating in any way to this Agreement will be subject to the Arbitration Agreement in Section 16 of the Terms of Service. This Agreement is governed by and will be construed under the laws of the Cayman Islands, excluding its body of law controlling conflict of laws. If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be limited to the minimum extent such that the remaining provisions of this Agreement will be enforceable and continue in full force and effect. You agree that any judicial proceeding will be brought in the courts located in the Cayman Islands.

Last updated: March 5, 2024