🌒Pencils Protocol General Terms and Conditions of Service
By reading this document, the Visitor (as defined below) is aware that:
Disclaimer
The information contained in or provided on or through the Website (as defined below) is not intended to be and does not constitute financial, investment, trading, or any other type of advice.
The Ecosystem Operator (as defined below) is not liable for any possible misinterpretation of the Terms & Conditions (as defined below).
Risk Statement
Blockchain technology and crypto-assets carry significant risks, including but not limited to the possible loss of all value allocated in crypto-assets. Such risks arise from the novelty of this technology, the regulatory uncertainty, the possibility of hacking, the high volatility and the information asymmetry characterizing the crypto market. Visitors should not purchase crypto-assets with funds they cannot afford to lose. Furthermore, the Visitor is strongly encouraged to seek independent financial legal, and tax advice regarding the use of crypto-assets and the use of our services.
Additionally, the Ecosystem Operator cannot guarantee the performance or security of smart contracts, and there is a risk that transactions may be irreversible. Users should understand that the Ecosystem Operator is not responsible for any adverse outcomes resulting from the use of the platform, including but not limited to loss of funds due to smart contract failures, hacking incidents, or user error.
Preamble
The Agreement (as defined below) shall govern the use of Pencils Protocol (as defined below) and shall constitute a binding contract between the Visitors (as defined below), the Users (as defined below), and the Ecosystem Operator (as defined below).
By browsing the Website, any Visitor (as defined below) acknowledges having read and understood the Agreement and agrees to be bound by its terms and conditions and comply with the Agreement and all applicable laws and regulations. The Visitor’s consent is given once the Visitor ticks the box in the pop-up window that appears upon its first connexion and says: “I accept the terms and conditions of the Agreement governing the use of Pencils Protocol. This Website uses Cookies to ensure the Visitors get the best experience on our Website. By continuing to use our Website, the Visitors agree to the terms and conditions of the Agreement governing the use of Pencils Protocol, our Privacy Policy and our Cookies Policy”. By giving its consent, the Visitor confirms that its level of English is sufficient to understand the meaning of the terms and conditions of this Agreement as well as all the commitments, warranties, waivers and obligations contained herein.
If the Visitor is browsing the Website on behalf of a business or other entity, the Visitor represents and warrants that the Visitor has the necessary authority to bind that business or entity to the terms and conditions of this Agreement and that the Visitor agrees to this Agreement on behalf of that business or entity.
The Ecosystem Operator shall have the right to unilaterally modify and/or update the terms and conditions of this Agreement at any time without notice. The continuous use of the Website by the Visitor shall be deemed as acceptance of this Agreement in the last and most updated version. Any Visitor shall periodically check the terms and conditions of this Agreement.
By making use of the Website, the Visitor acknowledges and agrees that: (i) The Visitor is aware of the risks associated with crypto-assets, including but not limited to cybersecurity risks and regulatory risks; (ii) The Visitor shall assume all risks related to the use of Pencils Protocol and crypto-assets transactions; and (iii) The Ecosystem Operator shall not be liable for any such risks or adverse outcomes.
The market value of crypto-assets may fluctuate significantly, and there is a substantial risk of economic losses when purchasing, selling, or holding digital tokens.
If any Visitor does not agree with the terms and conditions of the Agreement, the Visitor should refrain from using the Website.
TERMS & CONDITIONS
1. Definitions And Interpretations
1.1 The following terms, as used herein, shall have the following meanings, respectively, unless inconsistent with the subject or context. Other capitalized terms may be defined elsewhere in this Agreement and, unless otherwise indicated, shall have such meaning throughout this Agreement.
1.2 “Agreement” shall mean these terms and conditions governing the use of Pencils Protocol, including but not limited to the Platform and the Services.
1.3 “AML” means Anti Money Laundering, referring to a set of procedures, laws, and regulations designed to stop the practice of generating income through illegal actions.
1.4 “Confidential Information” shall mean any data or information that is proprietary to or possessed by the Ecosystem Operator and not generally known to the public or that has not yet been revealed, including but not limited to:
1.5 any scientific or technical information, invention, design, process, know-how, procedure, software programs, development tool, code, and database;
1.6 any marketing strategy, financial information, financial projection, financial estimate, business plan, business model, analysis of competitors and their products or services, technical and expert assessments of products and services that are being developed, designed or studied or that may be produced in the future;
1.7 legal opinions, legal memos, legal research reports, general legal advices and compliance reports;
1.8 trade secrets, plans for future products or services, and customer or supplier lists; and
1.9 any other information that should reasonably be recognised as Confidential Information by the Ecosystem Operator.
1.10 “Cookie” shall mean a piece of information that is placed on the Visitor’s device when it accesses the Website. The Cookie uniquely identifies Visitor’s browser to the server. Cookies allow the Ecosystem Operator to store information on the server (for example language preferences, technical information, click or path information, etc.) to help improve the Website’s browsing experience and to conduct analysis and performance reviews.
1.11 “Pencils Protocol” or “Pencils Protocol digital ecosystem” shall mean a digital ecosystem as described according to clause 2.3.
1.12 “Ecosystem Operator” shall mean the legal entity or entities operating the Pencils Protocol digital ecosystem.
1.13 “Governmental Authority” shall mean any nation or government, any state or other political subdivision thereof, any entity exercising legislative, judicial or administrative functions of or pertaining to government, including, without limitations, any government authority, agency, department, board, commission or instrumentality, and any court, tribunal or arbitrator(s) of competent jurisdiction, and any self-regulatory organization.
1.14 “Laws” shall mean and include any law, regulation, or other provisions that have legal effect in any jurisdiction where the Business is situated or operates.
1.15 “Platform” or “Pencils Protocol Platform” shall mean the platform described in clause 2.1.
1.16 “Prohibited Person” shall mean any individual or legal entity that is (i) a national or resident of, or legal entity formed or incorporated within or subject to the laws of any United States embargoed or restricted country; (ii) solely with respect to the non-government sanctioned trading, mining, minting of digital assets or cryptocurrency, or support of the foregoing, a national or resident of, or legal entity formed or incorporated within, or subject to the laws of the People’s Republic of China; (iii) a national or resident of, or legal entity formed or incorporated within or subject to the laws of the Republic of Cuba, Democratic People’s Republic of North Korea, Islamic Republic of Iran, Libya, Republic of South Sudan, Republic of Sudan, Syrian Arab Republic, or the Crimea; (iv) included on, or affiliated with any Person on, the United States Commerce Department’s Denied Persons List, Entities List, or Unverified List; the U.S. Department of the Treasury’s Specially Designated Nationals and Blocked Persons List, Specially Designated Narcotics Traffickers or Specially Designated Terrorists, or the Annex to Executive Order No. 13224; the Department of State’s Debarred List; or UN Sanctions; (v) a Person with whom business transactions, including exports and re-exports, are restricted by a United States Governmental Authority, including each item listed in the foregoing clauses (i), (ii), (iii), (iv) and (v) and any updates or revisions thereto and any newly published rules therefore; or (vi) a subject or target of any other economic sanctions administered or enforced by the United Nations, the European Union, the United States of America, or the United Kingdom.
1.17 “Sanctions” shall mean collectively sanctions administered or enforced by any country, government or public authority.
1.18 “Services” shall mean the services described in clause 2.1.
1.19 “Tax”, “Taxes”, or “Taxation” shall mean any taxes, duties, levies, imposts or other sums payable by reference to profits, revenue or transactions.
1.20 “Third-Party/Third-Parties” shall mean any other natural which is not a User or a Visitor.
1.21 “User” shall mean a person who has registered and obtained an account on the Website.
1.22 “Utility Tokens'' shall mean utility-type crypto-assets according to the definitions of (a) the “Guidelines for enquiries regarding the regulatory framework for initial coin offerings (ICOs)” issued by the Swiss financial regulator (FINMA) on 16 February 2018, (b) the “Report with advice for the European Commission on crypto-assets'' issued by the European Banking Authority (EBA) on 9 January 2019, (c) the “Guidance on Crypto Assets: Feedback and Final Guidance to CP 19/3” issued by the British financial regulator (FCA) in July 2019, and (d) point n. 86 of the “Advice Initial Coin Offerings and Crypto-Assets'' issued by the European Securities and Markets Authority (ESMA) on 9 January 2019.
1.23 “VAT” shall mean Value Added Tax.
1.24 “Visitor” shall mean any individual or legal entity browsing the Website.
1.25 “Website” or “Pencils Protocol Website” shall mean this Website accessible at the following URL: https://pencilsprotocol.io
1.26 Except where the context requires otherwise, this Agreement will be interpreted as follows:
1.27 Headings are for convenience only and shall not affect the construction or interpretation of any provision of this Agreement;
1.28 Where a word or phrase is defined, other parts of speech and grammatical forms and the cognate variations of that word or phrase shall have corresponding meanings;
1.29 Words importing the singular shall include the plural and vice versa;
1.30 Reference to Articles and Schedules are to articles and schedules of this Agreement;
1.31 All words (whether gender-specific or gender-neutral) shall be deemed to include each of the masculine, feminine and neutral genders;
1.32 The ejusdem generis (of the same kind) rule will not apply to the interpretation of this Agreement; accordingly, include and including will be read without limitation;
1.33 A reference to any document (including this Agreement) is to that document as amended, consolidated, supplemented, novated or replaced from time to time in terms thereof;
1.34 A reference to a statute or statutory provision includes, to the extent applicable at any relevant time;
1.35 That statute or statutory provision as from time to time consolidated, modified, re-enacted or replaced by any other statute or statutory provision whether before or after the date of this Agreement;
1.36 Any subordinate legislation or regulation made under the relevant statute or statutory provision;
1.37 References to writing include any mode of reproducing words in a legible and non-transitory form and shall include email or other electronic communication.
2. Pencils Protocol
2.1 Pencils Protocol provides access to a blockchain-based platform that powers an ecosystem of auctions for crypto and real-world-collectables assets and DeFi services (the “Platform”) through the Website https://pencilsprotocol.io, a platform wholly owned and operated by Pencils Protocol (“Services”). The Platform allows users to build, design, connect, collect, trade, and access third-party auctions related to all kinds of valuables, collectibles, art and other assets across multiple blockchains.
2.2 The Pencils Protocol digital ecosystem shall comprise the Website (whose domain name includes but is not limited to https://pencilsprotocol.io), mobile applications, applets and other applications and/or web platforms that are developed to offer the Services, including independently-operated platforms, Websites and projects within the ecosystem.
2.3 Pencils Protocol is operated by the Ecosystem Operator. From a legal perspective, if Pencils Protocol or the Ecosystem are referred to, the subject of any duties or obligations remains the Ecosystem Operators (i.e., the legal entities operating the Ecosystem). The Ecosystem itself is not a legal subject and cannot assume responsibilities or obligations.
2.4 The Ecosystem Operator shall correspond to the legal entities that are responsible for the provision of the Services. Given the high level of uncertainty over the legal framework concerning crypto-assets and for the purpose of mitigating the regulatory risks associated with such uncertainty, the Ecosystem Operator may change. In this case, the new legal entities shall be considered Ecosystem Operators and shall meet their obligations under these T&C. Any change in the Ecosystem Operator's legal structure shall not affect the rights and obligations of the Users.
2.5 In case of a dispute, the plaintiff shall determine the counterparties depending on the relevant services and the particular actions or omissions that affect the rights or interests of the plaintiff.
2.6 The Ecosystem Operator is not a bank, a security firm, an asset manager, a portfolio manager or an investment advisor. The Ecosystem Operator is not a financial institution or a financial service provider. The Ecosystem Operator has not received any license or authorisation from any regulatory authority. The Ecosystem Operator does not, and shall not at any time, give any financial advice whatsoever, including with regards to the purchase of digital tokens. Please note that the Ecosystem Operator is not acting as a financial institution or as a financial service provider, nor the Ecosystem Operator is issuing or offering any security or financial instrument.
2.7 The Ecosystem Operator is an independent contractor but not an agent of the User(s) in the performance of the Services. This Agreement shall not be interpreted as base or evidence of an association, joint venture, partnership, or franchise between the parties.
2.8 The User(s) acknowledge, understand and agree that the Ecosystem Operator assumes no obligations to help User(s) to enforce any claims they might have towards each other, which would result from any of their engagements entered into as a result of the Services and/in connection with their use of Pencils Protocol digital ecosystem; but the Ecosystem Operator reserves the right to do so at its sole discretion.
3. Customer Accounts and Use Restrictions
3.1 You may be required to create an account (“Account”) in order to access certain areas on the Website. When you create an Account, you agree to provide us with current, complete and accurate registration information, and you agree to be responsible for updating and maintaining the truth and accuracy of the information provided. You are responsible for any activity that takes place under your Account, so please maintain the confidentiality of the username and password you create.
3.2 We are not liable for any loss that you may incur as a result of someone else using your Account, either with or without your knowledge. You agree to immediately notify us of any unauthorized use or any other breach of security relating to your Account.
3.3 Customer is responsible for all activity occurring under Customer’s accounts, and for complying with all laws and regulations applicable to Customer’s use of the Website and/or the Platform. Customer also must (a) notify Pencils Protocol promptly upon becoming aware of any unauthorized use of any Customer password or account (or any other breach of security), and (b) notify Pencils Protocol promptly upon becoming aware of, and make a reasonable effort to stop, any unauthorized copying, distribution or misuse of any aspect of the Website and/or the Platform.
3.4 We reserve the right to terminate your Account if, in our sole discretion, we have determined that you have violated this Agreement.
3.5 You may not, without Pencils Protocol’s prior written consent, cause or permit the: (a) use, copying, modification, rental, lease, sublicense, transfer, or other commercial exploitation of, or other third party access to, any element of the Website and/or the Platform, except to the extent expressly permitted by this Agreement; (b) creation of any modifications or derivative works of the Website and/or the Platform; (c) reverse engineering of the Website and/or the Platform; (d) gaining of unauthorized access to the Website and/or the Platform or its related systems or networks; (e) interference with or disruption of the integrity or performance of the Website and/or the Platform or the data contained therein; (f) unlawful or criminal use of Website and/or the Platform or any other conduct that would give rise to civil or criminal liability; (g) collection of information about other users of the Website and/or the Platform for any purpose; (h) impersonation of any person or entity or other misrepresentation of who you are, your age, or your affiliation with any person or entity.
3.6 You may not register for an account on behalf of or as an individual other than yourself or your entity.
4. Identity Verification
4.1 The Ecosystem Operator may engage third party service providers to conduct identity verification.
4.2 The User(s) must provide true and accurate details of all required information for identity verification and provide any further items and documentation that may be reasonably requested in the case of further verification.
4.3 Sanctions
4.6.1 The User(s) represent and warrant that they have not been included in any trade embargoes or economic sanctions list (such as the United Nations Security Council Sanctions List), the list of specially designated nationals maintained by OFAC (the Office of Foreign Assets Control of the U.S. Department of the Treasury), or the denied persons or entity list of the U.S. Department of Commerce.
4.6.2 Pursuant to the economic sanctions programs administered in the jurisdictions where the Ecosystem Operator conducts business, the Ecosystem Operator is prohibited from providing services or entering into relationships with certain individuals and entities. In the event that the Ecosystem Operator is required to block assets associated with the Parties’ Pencils Protocol Account in accordance with a sanctions program or other similar government sanctions programs, the Ecosystem Operator may (i) deactivate or block Users’ activity, (ii) and withhold any outstanding rewards. The Ecosystem Operator is not responsible for any losses, whether direct or indirect, that the Parties may incur as a result of our complying with applicable law, the guidance or direction of any regulatory authority or government agency, or any writ of attachment, lien, levy, subpoena, warrant or other legal order. Accessing Pencils Protocol Services and Pencils Protocol Platform is subject to compliance with economic sanctions imposed by applicable jurisdictions. Using Pencils Protocol Services and accessing Pencils Protocol Platform, the Parties represent and warrant that their use of any of the Ecosystem Operator’s services complies with those requirements.
4.6.3 Without limiting the foregoing, the Parties may not acquire any cryptographic tokens or use any of the Pencils Protocol Services through the Pencils Protocol Platform if: (1) if anyone is in, under the control of, or a national or resident of any country subject to United States embargo, UN sanctions, HM Treasury’s financial sanctions regime, or is on the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Commerce Department’s Denied Persons List, Unverified List, Entity List HM Treasury’s financial sanctions regime; or (2) The Parties intend to supply the acquired cryptocurrency or Pencils Protocol Services to Cuba, Iran, North Korea, Sudan or Syria or any other country subject to United States embargo or HM Treasury’s financial sanctions regime (or a national or resident of one of these countries), or to a person on the Specially Designated Nationals List, Denied Persons List, Unverified List, Entity List, or HM Treasury’s financial sanctions regime.
4.6.4 Pencils Protocol will not provide the Services for User(s) in the following countries: United States, Canada, Afghanistan, Algeria, Bangladesh, Bolivia, Burundi, Cameroon, Chad, China, Egypt, Ethiopia, Gabon, Ghana, Iraq, Lesotho, Libya, Morocco, Myanmar, Nepal, North Macedonia, Qatar, Republic of Congo, Sierra Leone, Tunisia, Iran, Syria, Cuba, North Korea, and Ukraine.
4.4 The Ecosystem Operator reserves the right to choose markets and jurisdictions to conduct business and may restrict or refuse, in its discretion, the provision of services in certain countries or regions.
4.5 The Parties have not and will not supply the Ecosystem Operator and its third-party service providers with inaccurate or misleading information relating to User’s purchase of the Tokens, including, without limitation, the User’s identity and source of funds. The Parties will supply the Ecosystem Operator and its third-party service providers with all accurate information, documentation or copy documentation that may be required.
4.6 At the discretion of the Ecosystem Operator, if the type of Pencils Protocol Account increases the risk that the Ecosystem Operator will not be able to verify the true identity of the Parties through documents is confirmed, the Pencils Protocol Account will be closed by the Ecosystem Operator.
4.7 The Ecosystem Operator shall be entitled to immediately terminate this Agreement if the Ecosystem Operator has reasonable doubts as to the validity, authenticity and genuineness of the data provided by the Users, or in case the Users have failed to provide the data and other additional information as required above. In such case, the Users will be deemed to have violated the provisions of this Section of this Agreement and the Ecosystem Operator shall refuse to transfer the Tokens to the Users and shall use its commercially reasonable best efforts to make any refund. In addition, the Ecosystem Operator has the right to use any possible efforts for preventing money laundering and terrorism financing, including, but not limited to, blocking the User’s Wallet and disclosing any information about the Users to the Governmental Authority on their request, without the Parties’ knowledge or consent.
4.8 All payments by the User in connection with this Agreement shall be made only in the User’s name, from a digital wallet or bank account not located in a country or territory that has been designated as a “non-cooperative country or territory” by the Financial Action Task Force, and is not a “foreign shell bank”‘ within the meaning of the U.S. Bank Secrecy Act, or similar laws, as amended, and the regulations promulgated thereunder by the Financial Crimes Enforcement Network, as such regulations may be amended from time to time.
4.9 As part of the Ecosystem Operator’s commitment to the prevention of money laundering, the Ecosystem Operator will not tolerate any Token-holder abusing their services for such matters. If the Ecosystem Operator suspects any Token-holder is abusing their services for the purposes of money laundering, they reserve the right to freeze any funds used to purchase the Tokens. The Ecosystem Operator reserves the right to report any suspicious activities to the Governmental Authorities without the Token-holder’s knowledge or consent.
5. Website Requirements
5.1 By accessing the Website, the User represents and warrants that:
5.1.1 as an individual, it is at least eighteen (18) or is of legal age to form a binding contract under applicable laws;
5.1.2 as an individual, legal person, or other organization, it has full legal capacity and sufficient authorisations to enter into these Terms and Conditions;
5.1.3 it has not been previously suspended or removed from using the Services, and does not have an existing account that was suspended or deactivated for any reason;
5.1.4 its use of the Services will not violate any and all laws and regulations applicable to the User, including but not limited to regulations on AML, anti-corruption, and counter-terrorist financing; and
5.1.5 It will use the Website and its Services solely for lawful purposes and in accordance with the Terms and Conditions outlined in this Agreement.
6. Prohibited Actions
6.1 The User is entitled to use the Website only in conformity with the laws of its country of residence and of the country from which it accesses the Website.
6.2 The User may solely make legal use of the Website, and any illegal or inappropriate use of the Website is banned. In particular, the User agrees to browse the Website lawfully and without any violation of the Agreement or any applicable law and agrees not to do any of the following actions in connection with its use of the Website:
6.2.1 access or use the Website in any manner that could interfere with, disrupt, negatively affect, or inhibit anyone from fully enjoying the Website, including, but not limited to, defamatory, harassing, threatening, bigoted, hateful, vulgar, obscene, pornographic, or otherwise offensive behavior or content;
6.2.2 access or use the Website for any illegal or unauthorized purpose or engage in, encourage, or promote any illegal activity, or any activity that violates these Terms & Conditions or any other terms or policies provided in connection with the Website;
6.2.3 intimidate or harass any person or entity, or falsely state or otherwise misrepresent the User or the User’s affiliation with any person or entity;
6.2.4 damage, disable, overburden, or impair the functionality of the Website in any manner;
6.2.5 distribute or post spam, unsolicited or bulk electronic communications, advertising, solicitations, promotional materials, chain letters, or pyramid schemes;
6.2.6 upload, post, transmit, distribute, or otherwise make available any material that contains software viruses, malwares, ransomwares or spywares or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware, mobile devices or telecommunications equipment or any other technologies that may harm the Website or the interests or property of the Users or of the Ecosystem Operator;
6.2.7 export or re-export any applications, code or tools developed by and proprietary to the Ecosystem Operator except as in strict compliance with the export control laws of any relevant jurisdictions and in accordance with posted rules and restrictions;
6.2.8 use any robot, spider, crawler, scraper, or other automated means or interface not provided or authorized by the Ecosystem Operator to access the Website or to extract data or information from the Website;
6.2.9 commercialize any application, code, or any information or software associated with such application and/or the Website without the prior consent of the Ecosystem Operator;
6.2.10 upload, post, transmit, distribute, store, or otherwise make publicly available on the Website any personal data of Users, or of any Third-Party without the person’s prior explicit consent;
6.2.11 harvest or otherwise collect information or data about Users without their consent or use automated scripts to collect information from or otherwise interact with the Website;
6.2.12 upload, post, transmit, distribute, store, or otherwise make available content that, in the sole judgment of the Ecosystem Operator, is objectionable, misleading or which restricts or inhibits any other person from using the Website, or which may expose the Ecosystem Operator or its Users to any harm or liability of any type;
6.2.13 upload, post, transmit, distribute, store, or otherwise make available content that would constitute, encourage, or provide instructions for a criminal offense;
6.2.14 copy, modify, distribute, sell, or lease any part of the Website;
6.2.15 reverse engineer or attempt to extract the source code of the Website;
6.2.16 interfere or attempt to disrupt the Website in any way;
6.2.17 circumvent or attempt to circumvent any filtering, security measures or other features designed to protect the Website, or third parties;
6.2.18 infringe upon or violate the rights of The Ecosystem Operator, the Users or any Third-Party; and
6.2.19 facilitate or assist another person to do any of the above acts.
7. Data Protection
7.1 The Ecosystem Operator shall manage the personal data of the Parties, shareholders, beneficial owners, advisors and/or employees as per the requirements of the EU REGULATION 2016/679 on data protection, also referred to as the General Data Protection Regulation (GDPR).
7.1.1 Personal Data:
a) The Users agree and consent to the Ecosystem Operator gathering Personal Data and other information relating to the User for the purposes of fulfilling this Agreement and complying with Laws and Legal Requirements.
7.1.2 GDPR Compliance:
b) The Ecosystem Operator is committed to ensuring the protection of all personal information that the Ecosystem Operator holds and to protect all such data. The Ecosystem Operator recognises its obligations in updating and expanding this program to meet the developing requirements of GDPR or similar international requirements. The Ecosystem Operator is dedicated to safeguarding all personal information under its control and in maintaining a system that meets our obligations under the GDPR requirements.
c) If the Party is a resident of the European Union, the Parties have the right to file a complaint concerning their data protection with the competent supervisory authority, being the Belgian EU Data Protection Authority. A Party can contact them at the following address: Rue la Presse / Persstraat 35, 1000 Brussels / Email: contact@apd-gba.be.
7.1.3 Cross-Border Data:
a) Information that the Ecosystem Operator collects may be stored and processed in and transferred between any of the countries in which the Ecosystem Operator operates or utilizes services to enable the use of the information in accordance with this Agreement.
7.2 Protecting the Parties’ privacy is very important to the Ecosystem Operator. Before accessing and using any of our services, you shall be required to review and consent to Pencils Protocol’s Privacy Policy.
8. Assignment
8.1 Limited License.
8.1.1 The Ecosystem Operator hereby grants the Users a personal, non-exclusive, non-transferable, non-sublicensable and limited license, subject to the terms of this Agreement, to access and use Pencils Protocol solely for informational, transactional, or other approved purposes as permitted by the Ecosystem Operator from time to time. Any other use of the Pencils Protocol Platform is expressly prohibited. All other rights in the Pencils Protocol Platform are reserved by the Ecosystem Operator. The Ecosystem Operator reserves all rights in the Pencils Protocol Platform, and the Users and agree that this Agreement does not grant the User any rights in or licenses to the Pencils Protocol Platform, except for this express, limited license. The User will not otherwise copy, transmit, distribute, sell, resell, license, decompile, reverse engineer, disassemble, modify, publish, create derivative works from, perform, display, incorporate into another Website, or in any other way exploit any of the content available on the Pencils Protocol Platform or any other part of the Pencils Protocol Platform or any derivative works thereof, in whole or in part for commercial or non-commercial purposes. Without limiting the foregoing, The User will not frame or display the Pencils Protocol Platform (or any portion thereof) as part of any other Website or any other work of authorship without prior written permission. If the Parties violate any portion of this Agreement, the Parties’ permission to access and use the Pencils Protocol Services may be terminated pursuant to this Agreement. In addition, the Ecosystem Operator reserves the right to all remedies available at law and in equity for any such violation.
8.2 The User(s) may not assign any of their rights, licenses, or obligations under this Agreement without the Ecosystem Operator’ prior written consent. Any such attempt at assignment by the Parties shall be void. The Ecosystem Operator may assign its rights, licenses, and obligations under this Agreement without limitation and without prior consent.
8.3 This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by the Parties but may be assigned by the Ecosystem Operator without restriction, including without limitation to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Pencils Protocol Services. Any attempted transfer or assignment in violation hereof shall be null and void.
9. Intellectual Property Rights
9.1 Intellectual property rights and all other proprietary rights in relation to the content available on the Website (including but not limited to software, algorithms, codes, audio, video, text, animations, files, photographs designs, graphics, layouts, images, video, information, and their selection and arrangement) (hereinafter: the “Website Content”) are the exclusive property of the Ecosystem Operator and its licensors. The Ecosystem Operator or its licensors’ rights to the Website Content include rights to:
9.1.1 The Website; and
9.1.2 All designs, layouts, software, displayed, and technical information associated with the Website.
9.2 All intellectual property rights in the Website Content not expressly granted herein are reserved to the Ecosystem Operator. All copyright and other proprietary notices shall be retained on all reproductions.
9.3 Any other use of the Website Content, including without limitation distribution, reproduction, modification, making available, communicating to the public, publicly perform, frame, download, display, or transmission, in whole or in part, without the prior written consent of the Ecosystem Operator is strictly prohibited.
9.4 The User(s) may not derive or attempt to derive the source code of all or any portion of the software or mobile software (hereinafter: the “Software”), permit any Third-Party to derive or attempt to derive such source code, or reverse engineer, decompile, disassemble, or translate the Software or any part thereof.
9.5 The Ecosystem Operator and its licensors own and shall retain all intellectual property rights and other rights in and to the Software, and any changes, modifications or corrections thereto, subject to open source software used in relation to the Website.
9.6 The Ecosystem Operator, together with its licensors expressly reserve all intellectual property rights in all text, programs, products, processes, technology, content, source code, object codes, layouts, and other materials, which appear on the Website. Access to the Website does not confer and shall not be considered as conferring upon anyone any license under any of our or any Third-Party's intellectual property rights. Any use of the Website, including copying or storing it or them in whole or part, other than for own personal, non-commercial use, is prohibited without the prior consent of the Ecosystem Operator.
9.7 Pencils Protocol Platform and any Pencils Protocol Services, including their design elements or concepts and any and all underlying intellectual property, including, but not limited to any registered trademarks, are the property of the Ecosystem Operator, and are protected by copyright, patent, trade secret and other intellectual property laws. The Ecosystem Operator and its licensors retain any and all rights, title and interest in and to Pencils Protocol Platform and Pencils Protocol Services (including, without limitation, all intellectual property rights), including all copies, modifications, extensions and derivative works thereof. The User’s right to use the Pencils Protocol Platform and Pencils Protocol Services is limited to the rights expressly granted in this Agreement. No licenses to use any of trademarks or any other Pencils Protocol brands are to be inferred or assumed pursuant to the use of any Pencils Protocol Services. All rights not expressly granted to the User are reserved and retained by the Ecosystem Operator and its licensors.
9.8 The User expressly agrees not to duplicate, copy, transmit, distribute, license, reverse engineer, modify, publish, reuse or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the intellectual property of the Ecosystem Operator without the express prior written consent of the Ecosystem Operator. The Users shall not infringe the intellectual property rights of the Ecosystem Operator or any Third-Party.
10. The Website
10.1 The Website is provided to the Visitors on an “as is” basis, without warranties of any kind, either expressed or implied, to the maximum extent permitted under applicable law.
10.2 The Ecosystem Operator grants the Visitor a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to use the Website and its content for its personal, non-commercial use, and to display the content of the Website exclusively on its computer screen or on other devices (such as smartphones or tablets), subject to its compliance with the Terms & Conditions and the Ecosystem Operator’s policies.
10.3 All other uses are prohibited without the Ecosystem Operator’s prior written consent.
10.4 Except as otherwise agreed upon, if the Ecosystem Operator enables the use of software, content, virtual items, or other materials owned or licensed by the Ecosystem Operator (hereinafter referred to as the “Software and Content”), the Ecosystem Operator hereby grants the User a non-exclusive, non-transferable, non-sublicensable and revocable, worldwide license to access and use the Software and Content solely for personal and non-commercial purposes, conditioned on its compliance with the Terms & Conditions.
10.5 The User will not use, copy, adapt, modify, decompile, reverse engineer, disassemble, decrypt, attempt to derive the source code of, prepare derivative works based upon, distribute, license, sell, rent, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Software and Content, except as expressly permitted by the Ecosystem Operator or as permitted under applicable law. Any unauthorized use of the Software and Content is strictly prohibited and will terminate the license granted in the Terms & Conditions.
10.6 No licenses or rights are granted to the User by implication or otherwise, except for the licenses and rights expressly granted to the User.
10.7 If the User provides the Ecosystem Operator with any feedback or comments regarding the Website, it grants the Ecosystem Operator the right to use such feedback or comments for any purpose without restriction or payment to the User.
11. Trademarks
15.1 Pencils Protocol’s names and logos and all related product and service names, design marks, and slogans are the trademarks or service marks of the Ecosystem Operator or its licensors. No trademark or service mark license is granted in connection with the materials contained on the Website.
15.2 Access to the Website does not authorize anyone to use any name, logo, or mark in any manner whatsoever.
15.3 The Pencils Protocol and the Ecosystem Operator marks and logos are trademarks. The use or the display of these trademarks without explicit written permission of the Ecosystem Operator is prohibited.
15.4 Nothing on the Website should be construed as granting, by implication, estoppel, or otherwise, any right or license to use any of the Pencils Protocol marks without the prior explicit written consent of the Ecosystem Operator.
15.5 The trademark together with the other graphics, logos, layouts, designs, page headers, button icons, scripts, and service names on the Website, are the trademarks or trade dress of the Ecosystem Operator (hereinafter referred to as the "Marks").
15.6 The User may not use the Marks, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion or create the impression that the Ecosystem Operator endorses any product or service.
15.7 The User may not reproduce or use the Marks without the prior written permission of the Ecosystem Operator.
15.8 Other Ips
15.8.1 nothing herein gives the Visitor any rights to any other trademarks or other intellectual property rights belonging to the Ecosystem Operator and the associated logos. All these rights are expressly reserved in the name of the Ecosystem Operator.
12. Survival
12.1 All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, sections pertaining to suspension or termination, Pencils Protocol Account cancellation, debts owed to the Ecosystem Operator, the general use of the Pencils Protocol Platform, disputes with Ecosystem Operator, and general provisions, shall survive the termination or expiration of this Agreement.
13. No Waiver
13.1 The Ecosystem Operator’s failure to enforce a provision of this Agreement does not constitute a waiver of its right to do so in the future with respect to that provision, any other provision, or this Agreement as a whole.
13.2 If the Parties are in contravention of any of this Agreement and the Ecosystem Operator refrains from taking action against the Parties, the Ecosystem Operator’s forbearance does not constitute a waiver and the Ecosystem Operator may nonetheless take action against the Parties in the future or if the User(s) violate the same provision at another instance or if the User(s) violate a different provision.
14. Modification Of The Website
14.1 The Ecosystem Operator reserves the right to change, suspend, remove, discontinue or disable access to the Website or particular portions thereof, at any time and without notice. In no event will the Ecosystem Operator be liable for the removal of or disabling access to any portion or feature of the Website.
15. Service Availability
15.1 The Ecosystem Operator will strive to ensure that the Website are available with minimal interruptions. However, the Ecosystem Operator does not guarantee uninterrupted access or that the Services will be error-free.
15.2 The Ecosystem Operator may temporarily suspend or limit access to the Website for the purpose of maintenance, updates, or repairs. The Ecosystem Operator will endeavor to provide reasonable notice of any scheduled maintenance or interruptions, but may not always be able to do so in cases of emergency or unexpected issues.
15.3 The Ecosystem Operator shall not be liable for any losses or damages incurred by the User(s) due to any interruptions or unavailability of Website, except to the extent such losses or damages are caused by the gross negligence or willful misconduct of the Ecosystem Operator.
16. Network Costs
16.1 The Parties may be charged by the network provider for data services or any other Third-Party charges as may arise while using the Website, and the Parties accept responsibility for such charges.
16.2 If the User is not the bill payer, the Ecosystem Operator will assume that the User has received permission from the bill payer.
17. Downtime
17.1 Since the Website is web-based, it might be subject to temporary downtime.
17.2 From time to time, the Ecosystem Operator also updates or maintains the Website, which will result in the Website not being available for a certain period of time. The Ecosystem Operator does not warrant that the Website operates uninterrupted or error-free.
17.3 The Ecosystem Operator is not responsible for any damages or losses suffered by the Parties as a result of any failure or interruption of the Website or suspension of the Parties’ access to the Website.
17.4 In the event that a technical problem causes system outage or Account errors, the Ecosystem Operator may temporarily suspend access to the Parties’ Account until the problem is resolved.
18. Computer Malware
18.1 The Ecosystem Operator shall not bear any liability, whatsoever, for any damage or interruptions caused by any computer malware, spyware, or scareware that may affect the Parties’ computer or other equipment, or any phishing, spoofing or other attacks.
18.2 The Ecosystem Operator advises the regular use of reputable and readily available virus screening and prevention software. The Parties should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from Pencils Protocol.
18.3 Always log into Pencils Protocol Account through the Pencils Protocol Platform to review any transactions or required actions if User(s) have any uncertainty regarding the authenticity of any communication or notice.
19. Disclaimers
19.1 Please note the following risks of using Pencils Protocol Services:
19.1.1 The risk of loss in holding any cryptographic tokens can be substantial. The Parties should therefore carefully consider whether holding any cryptographic tokens is suitable for the Parties in light of the Parties’ financial condition. In considering whether to hold any cryptographic tokens, the Parties should be aware that the price or value of cryptographic tokens can change rapidly, decrease, and potentially even fall to zero. When using a Pencils Protocol Platform and Services, the Parties acknowledge that the Ecosystem Operator is not responsible for any losses resulting from market changes or account misappropriation.
19.1.2 The Parties understand and agree that any cryptographic tokens, blockchain technology or distributed ledger technology related projects are new and relatively untested and outside of the User’s exclusive control. Any adverse changes in market forces, the technology and regulatory environment impacting the Ecosystem Operator’s performance under this Agreement shall absolve the Ecosystem Operator from responsibility in this regard, including but not limited to hacking attacks, possible theft, unfavorable regulatory action, or unclear legal/tax status of cryptographic tokens.
19.1.3 The Parties agree and acknowledge that the Ecosystem Operator does not represent or warrant that any Pencils Protocol Services or Pencils Protocol Platform are secure from a hacker or other malicious attack, which may result in the stealing or the loss of the User’s confidential information or any other data.
19.2 Limitations of Liability for Gas, Failed Transactions, Smart Contract Bugs
19.2.1 Users in minting agree to hold the Ecosystem Operator harmless for any losses incurred as a consequence of minting. These potential losses include any gas fees for failed transactions, any excessive gas fees charged due to Website or smart contract bugs, and any loss of any product due to Website or smart contract bugs.
19.3 No Guarantees or Future Promises
19.3.1 While the Ecosystem Operator has released a roadmap outlining future goals and plans for community development, the Ecosystem Operator cannot guarantee to accomplish every item outlined during the pre-launch planning phase as ideas and projects evolve organically. The User(s) agree that the User’s purchase of a product from the Ecosystem Operator’s launch is all the User(s) are guaranteed to receive with the User’s initial purchase, whether through primary or secondary channels. Any future benefits are ancillary to this purchase and not to be taken into consideration with the User’s initial purchase. The User(s) agree that the Users are not relying on any future commitments by the Ecosystem Operator in using this site and participating in its product launch.
19.4 Release of the Ecosystem Operator
19.4.1 If the User(s) have a dispute when using Pencils Protocol Services, to the extent permitted by law, the User(s) release the Ecosystem Operator’s, its affiliates and Service Providers, and each of their respective officers, directors, agents, joint venturers, employees and representatives from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes. In addition, to the extent permitted by law, in entering into this release, the User expressly waives any protections that would otherwise limit the coverage of this release to include only those claims which the User may know or suspect to exist in the User’s favor at the time of agreeing to this release.
19.5 Tax Disclaimer
19.5.1 All parties are solely and entirely responsible for any and all tax liabilities which may arise, be imposed, or enforced as a result of minting or reselling tokens.
19.6 Compliance Disclaimer
19.6.1 The Parties shall endeavor to perform their duties in compliance with all applicable laws, regulations, codes, ordinances, and with those of any other authority having jurisdiction over their sales.
19.7 Children Disclaimer
19.7.1 The Ecosystem Operator products are not targeted towards children. The Users agree that the Users are over the age of 18, or above the legal age of the User’s jurisdiction, whichever is greater. Any individual under the age of 18 participating in this project should only do so under parental supervision.
19.8 Website Disclaimer
19.8.1 The User expressly acknowledges and agrees that the User’s access to and use of the Website is at the User’s sole risk. As between the User, and the Ecosystem Operator to the maximum extent permitted by applicable law, the Website is provided on an “as is” and “as available” and “underdevelopment” basis and the Ecosystem Operator expressly disclaims all representations, warranties, and conditions (express or implied, oral or written), including any implied warranty of merchantability, fitness for a particular purpose and non-infringement.
19.8.2 All content available on the Website, are made available for informational purposes only and should not be contractual or binding in any way for the Ecosystem Operator. The User(s) should not rely upon this content in any way.
19.8.3 The Ecosystem Operator does not give any warranty in relation to the Website, the software, and content nor with any services, information published or available on the Website, should it be its availability, accuracy, or lawfulness. The Ecosystem Operator shall not verify, update or correct such information. The Ecosystem Operator does not warrant that the Website will be available at all times and expressly reserves the possibility to discontinue the Website without notice. In addition, the Ecosystem Operator does not represent or warrant that.
19.8.4 Although the Ecosystem Operator intends to provide accurate and timely information on the Pencils Protocol Website and Platform, the Pencils Protocol Website and Platform (including, without limitation, the Content) may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide the Parties with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including without limitation information regarding our policies, products and services. Accordingly, User(s) should verify all information before relying on it, and all decisions based on information contained on the Pencils Protocol Platform are the Parties’ sole responsibility and the Ecosystem Operator shall have no liability for such decisions. User(s) especially acknowledge, understand and agree that the Ecosystem Operator does not assume any liability and shall not be liable for any loss or damage arising out of or in connection with any trading decision made based on any information available on the Pencils Protocol Website.
19.8.5 The operation of the Website will be secure, uninterrupted, error-free, or virus-free, or;
19.8.6 Any defects in the Website will be corrected. no oral or written information, guidelines, or advice given by the Ecosystem Operator will create a warranty. The foregoing disclaimer of warranties will apply to the maximum extent permitted by applicable law.
19.8.7 The laws of some states or jurisdictions do not allow the disclaimer of implied warranties, so some or all of the disclaimers in this section may not apply to User(s). The Parties agree that the entire risk arising out of their use of the Website remains solely with them.
19.8.8 Any warranty, condition, or other term arising out of or in connection with the Website which might otherwise be implied into or incorporated into this by statute, common law, laws applicable in the country where User(s) used the Website or otherwise (including without limitation any implied term as to the quality, fitness for purpose, reasonable care and skill) is hereby expressly excluded. If User(s) have a dispute with one or more Visitor(s), User(s), and/or Third-part(y/ies), User(s) agree to release the Ecosystem Operator (including its affiliates, and each of its respective officers, directors, employees, agents, shareholders, retail partners, licensors, and suppliers) from any claims, demands, and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected to such disputes.
19.9 User(s) waive any and all other warranties of any kind, whether express or implied, including, without limitations, warranties of merchantability, fitness for a particular purpose, title or non-infringement or warranties arising from a course of performance, course of dealing or usage in trade.
20. Non Financial Advice
20.1 NON Financial Advice
20.1.1 The Agreement does not constitute a solicitation for investment in any security and shall not be construed in that way. The Agreement does not constitute or form part of, 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 or financial instruments.
20.2 Token Disclaimer
20.2.1 As with any asset characterized by high volatility, the market price of crypto-assets may fluctuate significantly, and there is a substantial risk of economic losses when trading crypto-assets. by making use of Pencils Protocol services, User(s) acknowledge and agree that: (1) User(s) are aware of the risks associated with crypto-assets trading; (2) User(s) shall assume all risks related to the use of Pencils Protocol services and crypto-assets transactions; and (3) the Ecosystem Operators shall not be liable for any such risks or adverse outcomes.
20.2.2 By accessing, using or attempting to use Pencils Protocol services in any capacity, User(s) acknowledge that User(s) accept and agree to be bound by this Agreement. if User(s) do not agree, do not access the ecosystem operator or utilize Pencils Protocol services. Please note that this Agreement has not been approved by any regulator, competent authority or authorized person in general, and specifically not within the meaning of a competent authority according to u.s. or eu law.
21. Compliance With Local Laws
21.1 The User(s) shall endeavor to perform their rights and obligations under this Agreement at all times in compliance with all applicable laws, regulations, codes, ordinances, and with those of any other authority having jurisdiction over their sales. The User(s) must not use the Pencils Protocol Services for any illegal activities or in a manner that would violate any applicable laws. They must also ensure that their activities do not facilitate or involve the financing of illegal activities or persons.
21.2 It is the duty of the User(s) to abide by local laws in relation to the legal usage of Pencils Protocol digital ecosystem in their local jurisdiction as well as other laws and regulations applicable to the User(s). The User(s) must also factor, to the extent of their local laws, all aspects of taxation, the withholding, collection, reporting and remittance to their appropriate tax authorities.
21.3 The User(s) acknowledge and declare that their funds come from legitimate sources and do not originate from illegal activities; the User(s) agree that the Ecosystem Operator may require them to provide or otherwise collect the necessary information and materials as per relevant laws or government orders to verify the legality of the sources and use of their funds.
21.4 The Ecosystem Operator maintains a stance of cooperation with law enforcement authorities globally and will not hesitate to seize, freeze, terminate the Parties accounts and funds which are flagged out or investigated by legal mandate. The Ecosystem Operator may report any actual or suspected illegal activities to the relevant authorities and may cooperate with law enforcement agencies in the investigation and prosecution of such activities.
21.5 The User(s) shall be solely responsible:
21.5.1 For any and all tax liabilities associated with payments between each other;
21.5.2 For determining whether a User is required by applicable law to remit to the appropriate authorities any value added tax, sales tax or any other taxes and duties or similar charges, and remitting any such taxes or charges to the appropriate tax authorities, as applicable.
22. Confidentiality
22.1 The User(s) acknowledge that in connection with this Agreement, a party may have access to Proprietary Information (as defined below) pertaining to another party. Each Party agrees that, for five (5) years after the execution of this Agreement, it will not (i) use any Proprietary Information, except for the benefit of the Party to which it belongs, or (ii) disclose to others any Proprietary Information, except to such extent as may be necessary in connection with this Agreement. In addition, the Parties shall keep confidential the existence and content of this Agreement unless and until the Ecosystem Operator publicizes the same.
22.2 For purposes of this Agreement, “Proprietary Information” of a Party shall mean all information (whether or not patentable or copyrightable) owned, possessed or used by a Party, including without limitation any trade secrets, know-how, data, processes, formulas, methods, technology, pricing, business plans, software, customers and prospective customers, partners and prospective partners, suppliers, development plans, and sales and marketing information. A Party’s obligations under this Section shall not apply to any information that (a) is or becomes known to the general public under the circumstances involving no breach by the other Party of the terms of this Section, (b) is generally disclosed to third parties by the disclosing Party without restriction on such third parties, or (c) is approved for release by written authorisation of the disclosing Party.
22.3 User(s) agree that Confidential Information or private data, which User(s) might receive from the Ecosystem Operator and which is not readily available in the public domain belong to the Ecosystem Operator and User(s) undertake not to disclose to any third person at any time any such Confidential Information or private data without the express prior written consent of the Ecosystem Operator and/or Pencils Protocol Clients
22.4 The Parties warrant that they will treat the Confidential Information or private data of the Ecosystem Operator and Parties with the highest standard of care, that they will comply with all applicable data privacy laws in their jurisdictions and that they will not sell or disclose Confidential Information or private data of either the Ecosystem Operator or the User(s). When referring to the Ecosystem Operator this Clause shall also apply to its affiliates and service providers, or any of their respective officers, directors, agents, joint venturers, employees or representatives.
23. Privacy Policy
23.1 The Visitor agrees that the Ecosystem Operator may collect, process, and use personal data about you according to the Privacy Policy, which sets out the terms on which we process any personal data we collect from the User, or that the User provides to the Ecosystem Operator.
23.2 By using the Website, the Visitor consents to process its personal data.
23.3 The Visitor warrants that all data provided is accurate, complete and updated.
23.4 The Cookies are widely used in order to make the Website work, or work more efficiently, as well as to provide information to the Ecosystem Operator.
23.5 The Cookies are used to collect information about how Visitors use the Website. The Ecosystem Operator uses the information provided by the Cookies to compile reports and improve the Website.
23.6 The Cookies collect information in an anonymous form, including, but not limited to, the number of Visitors on the Website, where the Visitors have come to the Website from and the pages they visited.
23.7 By using the Website, the User agrees that the Ecosystem Operator can place the Cookies on its device.
23.8 The Visitor understands that some portions of the Website may not work properly if it refuses Cookies.
24. Third-Party-Materials
24.1 From time to time, the Pencils Protocol Platform may contain references or links to Third-Party materials (including, without limitation, Websites) and Third-Party applications which are not controlled by us. Such information, links, and Third-Party applications are provided as a convenience to User(s). Such links should not be considered endorsements, and such reference does not imply our recommendation, approval, affiliation, or sponsorship of that respective property, product, service, or process. User(s) acknowledge and agree that the Ecosystem Operator are not responsible for any aspect of the information, content, or services contained in any Third-Party materials or on any Third-Party sites accessible or linked to the Pencils Protocol Platform, including without limitation content, property, goods or services available on the linked sites or services.
24.2 Third-Party Applications
24.2.1 If, to the extent permitted by the Ecosystem Operator from time to time, the Parties grant express permission to a Third-Party to access or connect to the Parties Pencils Protocol Account, either through the Third-Party’s product or service or through the Pencils Protocol Platform, the Parties acknowledge that granting permission to a Third-Party to take specific actions on their behalf does not relieve the Parties of any of the Parties’ responsibilities under this Agreement. The User(s) are fully responsible for all acts or omissions of any Third-Party using their Pencils Protocol Account credentials. Further, the Parties acknowledge and agree that the Parties will not hold the Ecosystem Operator responsible for, and will indemnify the Ecosystem Operator from, any liability arising out of or related to any act or omission of any Third-Party using their Pencils Protocol Account credentials. The Parties may change or remove permissions granted by them to third parties with respect to their Pencils Protocol Account at any time through the Account Settings (Integrations) page on the Pencils Protocol Platform.
25. Reservation Of Rights
25.1 The Ecosystem Operator reserves the right to request additional information or documentation from the User(s) to verify compliance with applicable laws and regulations. Failure to provide such information or comply with requests for verification may result in the suspension or termination of access to the Pencils Protocol Services.
25.2 The Ecosystem Operator may block, terminate or suspend the Users to use or access the Website, in whole or in part, without notice and at all times, at the sole discretion of the Ecosystem Operator, as well as close or interrupt the Website. The Ecosystem Operator reserves the right to terminate the User(s) right to access and use the Website if User(s) violate the Agreement or any other terms, laws, or policies referenced herein, or if the Parties otherwise create risk or possible legal exposure for the Ecosystem Operator.
25.3 The Ecosystem Operator reserves the right to initiate legal proceedings against any person for fraudulent use of the Website and any other unlawful acts or acts or omissions in breach of this Agreement.
25.4 The Ecosystem Operator may, at its sole discretion and without any prior notification, (a) suspend, restrict, or terminate the access to any or all of the Pencils Protocol Services and/or Pencils Protocol Platform, and/or (b) deactivate or cancel the Pencils Protocol Account if:
25.4.1 The User(s) are so required by an enforceable subpoena, court order, or binding order of the court or government authority; or
25.4.2 The Ecosystem Operator reasonably suspect User(s) of using the Parties Pencils Protocol Account in connection with illegal, unauthorized, or improper activity; or
25.4.3 Use of the Pencils Protocol Account is subject to any pending litigation, investigation, or government proceeding and/or the Ecosystem Operator perceive a heightened risk of legal or regulatory non-compliance associated with the Account activity; or
25.4.4 The Ecosystem Operator’s Service partners are unable to support usage; or
25.4.5 The User(s) violate the terms of this Agreement (in particular, but not limited to, providing correct and accurate information for identity verification purposes or violating any user warranties given under this Agreement); or
25.4.6 The Parties take any action that Pencils Protocol deems as circumventing Pencils Protocol’s controls, including, but not limited to, opening multiple Pencils Protocol Accounts or abusing promotions that the Ecosystem Operator may offer from time to time.
25.5 Once the User Account is suspended/terminated/canceled, the Parties will have an allocated timeline, as mentioned on the Pencils Protocol Website, to withdraw all funds from their Account, but only after the payment of all outstanding charges to the Ecosystem Operator (if any). The Ecosystem Operator maintains full custody of the funds and Parties’ data/information, which may be turned over to governmental authorities if so required by an enforceable subpoena, court order, or binding order of the court or government authority.
26. Availability
26.1 The Website and content may not be available in all territories and jurisdictions, and we may restrict or prohibit the use of all or a portion of the Website and content in certain territories and jurisdictions.
26.2 The English language version of the Terms & Conditions shall be the prevailing version in the event of any discrepancy between any translated versions of the Terms & Conditions.
27. Limitations Of Damage And Liability
27.1 In no event shall the Ecosystem Operator, its affiliates and service providers, or any of their respective officers, directors, agents, joint venturers, employees or representatives, be liable for indirect, special, incidental, consequential or other losses of any kind in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection with any acceptance of or reliance on the Pencils Protocol Whitepaper and this Agreement, or with the use of the Pencils Protocol platform and/or the Pencils Protocol services.
27.2 The terms and conditions of this Agreement set out the full extent of the Ecosystem Operator’s obligations and liabilities. To the maximum extent possible by law, the Ecosystem Operator excludes all and any warranty, guaranty, and responsibility in relation to or subsequent to the Website, its content and its services.
27.3 The foregoing limitation of liability will apply to the maximum extent permitted by applicable law. The laws of some states or jurisdictions do not allow the exclusion or limitation of certain damages, so some or all of the exclusions and limitations set forth above may not apply to User(s).
27.4 The Ecosystem Operator will not be held liable for any loss of crypto-assets and/or other damage incurred by the Parties as a result of the transfer of crypto-assets to wallets or loss of key or attack on wallets.
27.5 Without limiting the foregoing, User(s) hereby understand and agree that the Ecosystem Operator will not be liable for any losses or damages arising out of or relating to:
27.5.1 Any inaccuracy, defect, or mission of digital assets and price data;
27.5.2 Any error or delay in the transmission of such data;
27.5.3 Interruption in any such data;
27.5.4 Any damages incurred by other users’ action, omission, or violation of this Agreement;
27.5.5 Other exemptions mentioned in disclaimers and platform rules issued by finance.
27.6 To the maximum extent permitted by applicable law, in no event will the Ecosystem Operator, its affiliates and their respective shareholders, members, directors, officers, employees, attorney, agents, representatives, suppliers, or contractors be liable for any incidental, indirect, special, punitive, consequential or similar damages or liabilities whatsoever.
27.7 The Ecosystem Operator’s total liability to the User(s) for all claims arising from or related to the Agreement or the use of the Website shall be limited to the greater of (a) the fees paid by the User(s) to the Ecosystem Operator in the three (3) months preceding the event giving rise to the claim, or (b) a sum of USD1,000 as liquidated damages.
27.8 The User(s) agree to indemnify and hold the Ecosystem Operator harmless from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or related to (i) their breach or alleged breach of the Agreement, (ii) their violation or alleged violation of any Third-Party rights, or (iii) their gross negligence or willful misconduct.
27.9 Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation may not apply to User(s).
28. Force Majeure
28.1 The Ecosystem Operator shall not be liable for delays, failure in performance or interruption of service which result directly or indirectly from:
28.1.1 Any cause or condition beyond our reasonable control, including but not limited to, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond the Ecosystem Operator’s reasonable control and shall not affect the validity and enforceability of any remaining provisions.
28.1.2 These include pandemic-related events and lockdown restrictions, defined here as force majeure.
28.1.3 A cyber security breach in the Pencils Protocol digital ecosystem shall be considered a force majeure event.
29. Indemnification
29.1 The Visitor(s) agree to indemnify and hold the Ecosystem Operator and its subsidiaries and/or affiliates and each of their respective officers, directors, agents, joint venturers, employees and representatives, harmless from any claim or demand (including attorneys’ fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to:
29.1.1 Breach of the Agreement
29.1.2 Use of, or inability to use, the Website;
29.1.3 Violation of the Agreement or any other applicable terms, policies, warnings, warranties, or instructions provided by the Ecosystem Operator or a Third-Party in relation to the Website;
29.1.4 Use of Pencils Protocol Services; and
29.1.5 Violation of any applicable law or any rights of any Third-Party.
30. Links
30.1 The Website may contain links that direct the Parties to Third-Party websites. The Ecosystem Operator is not responsible for the content, accuracy, or reliability of any information, or the privacy practices of such Third-Party websites or services and also rejects any liability on said Third-Party websites, which are solely provided in the User, Visitors and Users interest.
30.2 The Ecosystem Operator has no influence on the content of Third-Party websites. The Ecosystem Operator, therefore, cannot assume any guarantee for the accuracy, completeness, or safety of this Third-Party content.
31. Notice Of Claim And Dispute Resolution Period
31.1 Please contact the Ecosystem Operator first! The Ecosystem Operator wants to address the User’s concerns without resorting to formal legal proceedings, if possible. If the User has a dispute with the Ecosystem Operator, then the User should contact the Ecosystem Operator, and a ticket number will be assigned. The Ecosystem Operator will attempt to resolve the User’s dispute internally as soon as possible.
31.2 The Parties agree to negotiate in good faith to resolve the dispute (which discussions shall remain confidential and be subject to applicable rules protecting settlement discussions from use as evidence in any legal proceeding).
31.3 In the event, the dispute cannot be resolved satisfactorily, and the User wishes to assert a legal claim against the Ecosystem Operator, then the Parties agree to set forth the basis of such claim in writing in a “Notice of Claim,” as a form of prior notice to Ecosystem Operator. The Notice of Claim must (1) describe the nature and basis of the claim or dispute, (2) set forth the specific relief sought, (3) provide the original ticket number, and (4) include an email. The Notice of Claim should be submitted to an email address or hyperlink provided in the User’s correspondence with the Ecosystem Operator. After the User has provided the Notice of Claim to the Ecosystem Operator, the dispute referenced in the Notice of Claim may be submitted by either the Ecosystem Operator in accordance with the paragraph below.
32. Governing Law And Dispute Resolution
32.1 The laws of the British Virgin Islands (with the exclusion of any rules that might lead to the use of any other law which is not the law of the British Virgin Islands) shall govern the validity and construction of the Agreement, any separate contract whereby the Ecosystem Operator provides the User(s) with any services, and any dispute arising out of or in relation to the Agreement or such separate contracts.
32.2 Any and/or all disputes arising from the performance of or in connection with this Agreement shall be resolved through friendly negotiations between the Parties. If such dispute cannot be resolved through such negotiations, both Parties agree that all disputes shall be submitted to the court of the British Virgin Islands.
32.3 The Parties agree that any dispute is personal to the User and that any dispute shall only be resolved by individual litigation and shall not be brought as a class action or any other representative proceeding. The Parties agree that a dispute cannot be brought as a class or representative action or on behalf of any other person or persons.
32.4 In case of dispute, the Parties shall maintain the confidentiality of any proceedings, including but not limited to any and all information gathered, prepared, and presented for purposes of the litigation or related to the dispute(s) therein.
33. Entire Agreement and Severability
33.1 The Terms & Conditions, the Privacy Policy, and the Disclaimer are subject to any amendments or modifications made by the Ecosystem Operator from time to time and shall constitute the entire Agreement between you and the Ecosystem Operator with respect to the use of the Website (hereinafter referred to as the “Entire Agreement”).
33.2 If any provision of the Terms & Conditions or, in general, of the Entire Agreement, is found to be invalid by a court or another competent jurisdiction, that provision only will be limited to the minimum extent necessary, and the remaining provisions will remain in full force and effect.
34. Contact
34.1 If the Parties have any feedback, question, or complaint, contact the Ecosystem Operator via email at info@pencilsprotocol.io;
34.2 When the User(s) contact the Ecosystem Operator, please provide the Ecosystem Operator with their name, address, and any other information the Ecosystem Operator may need to identify them, its Pencils Protocol Account, and the issue on which the Party has feedback, questions, or complaints.
34.3 If the Parties have any questions concerning the processing of their data, they may address their correspondence to the Pencils Protocol Data Protection Officer at: dataprotection@pencilsprotocol.io;
34.4 If the Parties are currently receiving marketing information that they would prefer not to receive in the future, please email the Ecosystem Operator at: help@pencilsprotocol.io.
Last updated