Terms of use
Pond0x Terms of Use
Last updated: May 8, 2024
These Pond0x Terms of Use (these “Terms”) apply to your access to and use of the websites, platform, software, technologies, features, and other online products and services (collectively, the “Services”) provided or made available by Pond Issuer Limited (the “Company”, “we”, “our” or “us”).
YOUR PARTICIPATION IN POND0X IS ENTIRELY VOLUNTARY. IF YOU ARE PARTICIPATING IN POND0X, YOU MUST STRICTLY ADHERE TO THESE TERMS.
Please read these Terms carefully as it governs your use of Pond0x and the Services. These Terms contain important information, including a binding arbitration provision and a class action waiver, both of which impact your rights as to how disputes are resolved.
1. Agreement to Terms
By accessing or using the Services or by participating in Pond0x, you agree to these Terms and any other agreements or terms as set forth by the Company. These Terms constitute a binding obligation between you and the Company. If you do not agree to these Terms, do not use the Services or otherwise participate in Pond0x.
If you are accessing or participating in Pond0x on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. In that case, “you” and “your” will also refer to that company or other legal entity.
To access or use Pond0x, you must be able to form a legally binding contract with us. Accordingly, you represent that you are at least the age of majority in your jurisdiction and have the full right, power, and authority to enter into and comply with the terms and conditions of this Agreement on behalf of yourself and any company or legal entity for which you may access or use Pond0x.
You further represent that you are not the subject of economic or trade sanctions administered or enforced by any governmental authority or otherwise designated on any list of prohibited or restricted parties. You further represent that your access and use of Pond0x will fully comply with all applicable laws and regulations; Pond0x is not intended for U.S. Persons including U.S. Persons as defined under 17 Code of Federal Regulations 203.902(k), otherwise known as Rule 902 of regulation S as promulgated by the U.S. Securities and Exchange Commission. Pond0x is also not intended for persons, including U.S. Persons as defined under 17 Code of Federal Regulations 203.902(K), using any virtual private network or VPN.
2. Changes to Terms
The Company may update these Terms at any time, in its sole discretion. If it does so, the Company will be deemed to have delivered a notice of such update to you if it: (a) has posted the updated Terms at the website address where the Terms, as applicable, were originally posted; (b) has posted the updated Terms on its website, or on any applicable blog or forum used by the Company for sharing of information; or (c) has delivered notice of such update to you through other communications, including in person, in writing, by facsimile or by e-mail. You agree to check the foregoing sources regularly for updates and review any and all updates to the Terms. If you continue to participate in Pond0x after the Company has posted updates to its Terms, you are agreeing to be bound by the updated Terms, as applicable. If you do not agree to be bound by the updated Terms, then your only recourse is to immediately and permanently cease all further participation in Pond0x.
3. Third-Party Services
The Company may share identifying information and documentation with certain vendors or third-party providers who provide various services such as identity verification and/or sanctions and watchlist screening services (the “Third-Party Services”). You agree that your access and use of such Third Party Services is governed solely by the terms and conditions of such Third Party Services, and the Company is not responsible or liable for, and make no representations as to any aspect of such Third Party Services, including, without limitation, their content or the manner in which they handle, protect, manage or process data or any interaction between you and the provider of such Third Party Services. You irrevocably waive any claim against the Company with respect to such Third-Party Services. We are not liable for any damage or loss caused or alleged to be caused by or in connection with your enablement, access or use of any such Third-Party Services, or your reliance on the privacy practices, data security processes or other policies of such Third-Party Services.
4. Rewards/Incentives
As part of your participation in Pond0x, the Company may choose, in its sole discretion, to provide certain Rewards to eligible participants for completing certain activities or fulfilling other requirements set by the Company. Eligible activities may include, but are not limited to, use of the Pond0x decentralized exchange, mining rigs, and token locks for yield. You acknowledge that any figures, data or information presented on the Pond0x website or any other platform in connection with potentially eligible activities (including figures, data or information on token swaps, mining or yields) are estimates that may be inaccurate. You further acknowledge that estimates associated with potentially eligible activities do not constitute any commitment or promise on behalf of the Company.
The Company reserves the right to request information about, review and investigate all Pond0x activities, and to disqualify participants if it believes a participant has engaged in any activity that is abusive, fraudulent, in bad faith or otherwise fails to meet Pond0x standards and requirements. If you violate any of the terms and conditions of these Terms (as determined solely by the Company), if you have engaged in any activity that is abusive, fraudulent, in bad faith, or if you do not complete the necessary information or fail to provide accurate information, then you will not be eligible to receive Rewards, and the Company may require you to promptly return any Rewards you have already received.
Your eligibility to receive Rewards is made in reliance upon your representation to the Company, which by your agreement to these Terms you hereby confirm, that any Rewards you receive will be for your own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that you have no present intention of selling, granting any participation in, or otherwise distributing the same.
You acknowledge that: (i) the Rewards have not been registered under the Securities Act or any other Applicable Laws; (ii) there is substantial uncertainty as to the application of securities, financial, and other Applicable Laws to tokens and token rights, and that the interpretation of existing Applicable Laws or new laws may affect the regulatory status of the Rewards, the offer or sale of the Rewards, and the use of the associated network; (iii) in light of such uncertainty and although the Company does not intend for the Rewards to be deemed securities, the Rewards may be deemed to be “restricted securities” under U.S. federal securities laws or other Applicable Laws, and that the Rewards are subject to restrictions including, but not limited to, restrictions on transfer; (iv) in the event that transactions of the Rewards are deemed to be transactions of restricted securities, you may not sell, resell, assign, encumber or transfer all or any part of the Rewards being acquired through Pond0x except if registered under the Securities Act or pursuant to an exemption from such registration (or in compliance with such other Applicable Laws); (v) you may be required to deliver to the Company certification and/or other information satisfactory to the Company prior to any resale or transfer of the Rewards; and (vi) any transfer not made in compliance with these restrictions shall be void and the Company may refuse to recognize any transfer not made in accordance with these restrictions. If you determine subsequently to resell Rewards provided any applicable restriction period has expired, it is your sole responsibility to determine if such resale is permissible at such time under Applicable Laws. You have read and understand the restrictions and limitations set forth in these Terms that will be imposed on the Rewards. You agree to comply with all such restrictions and consent to the imposition of any such restrictions on transfer as the Company may, pursuant to the advice of legal counsel, consider necessary or prudent to comply with Applicable Law.
You acknowledge and agree that at no time were you presented with or solicited by any publicly issued or circulated newspaper, mail, radio, television or other form of general advertising or solicitation in connection with any invitation to participate in Pond0x.
You acknowledge, assume, and hold the Company, its affiliates, and their respective shareholders, members, partners, directors, officers, employees, contractors, advisors, lawyers, accountants, suppliers, licensors, agents and other representatives (collectively, the “Company Parties”) harmless, from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of, in connection with or related to the following risks with respect to the Rewards.
You acknowledge and agree that if you are unable to claim Rewards due to technical bugs, gas fees, loss of access to a digital wallet or the keys thereto, or for any other reason, you will have no recourse or claim against us or any Company Party and that neither we nor any other Company Party will bear any liability.
You acknowledge and agree that claiming a Reward may require reliance on or an integration with third party products (e.g., a digital wallet or an unaffiliated network or blockchain) that we do not control. In the event that you are unable to access such products or integrations, or if they fail for any reason, and you are unable to participate in Pond0x, you will have no recourse or claim against us or any other Company Party and neither we nor any other Company Party will bear any liability.
5. Taxes
You are responsible for the payment of all taxes associated with your receipt of any Rewards. You agree to provide the Company with any additional information and complete any required tax or other forms relating to your receipt of such Rewards.
6. Security; Wallet
You are responsible for maintaining adequate security and control of any and all IDs, passwords, hints, personal identification numbers (PINs), or any other codes that you use to access Pond0x. The Company assumes no responsibility for any losses resulting from any compromise of your systems. or wallet(s).
7. Updates; Monitoring
We may make improvements, modifications, changes or updates to Pond0x, including but not limited to changes and updates to the underlying software, infrastructure, security protocols, technical configurations or service features (the “Updates”) from time to time. Your continued access and use of Pond0x are subject to such Updates and you shall accept any patches, system upgrades, bug fixes, feature modifications, or other maintenance work that arise out of such Updates. We are not liable for any failure by you to accept and use such Updates in the manner specified or required by us. Although the Company is not obligated to monitor access to or participation in Pond0x, it has the right to do so for the purpose of operating Pond0x, to ensure compliance with these Terms and to comply with Applicable Law or other legal requirements.
8. Compliance with Applicable Laws
You agree that to comply with all Applicable Laws and any generally accepted practices or guidelines in the relevant jurisdictions (including any Applicable Laws regarding the export of data or software to and from the United States or other relevant countries and all applicable privacy and data collection laws and regulations) in connection with your participation in Pond0x. To the extent required by Applicable Laws, you are solely responsible for obtaining or filing any approval, clearance, registration, permit, or other regulatory authorization and shall comply with the requirements of such authorization.
9. Disclaimers; Limitations of Liability
THE COMPANY MAKES NO, AND HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND WITH RESPECT TO POND0X. POND0X IS PROVIDED “AS IS” AND WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, THE COMPANY EXPLICITLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, VALUE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
The Company has made no promises or guarantees with respect to delivery of any future features or functions. Any discussions of any future features or functions, either prior to or following the agreement to these Terms, are for informational purposes only, and the Company has no obligation to provide any such features or functions. You acknowledge that you have not relied on any statement, promise, assurance, or warranty that is not set out in these Terms.
YOU ACCEPT AND ACKNOWLEDGE THAT THERE ARE RISKS ASSOCIATED WITH PARTICIPATING IN POND0X, INCLUDING, BUT NOT LIMITED TO, THE RISK OF FAILURE OF HARDWARE, SOFTWARE AND INTERNET CONNECTIONS, THE RISK OF MALICIOUS SOFTWARE INTRODUCTION, LOSS OF REWARDS, LOSS OF DATA AND SECURITY RISKS. YOU ACCEPT AND ACKNOWLEDGE THAT THE COMPANY WILL NOT BE RESPONSIBLE FOR ANY LOSSES, FAILURES, DISRUPTIONS, ERRORS, DISTORTIONS OR DELAYS YOU MAY EXPERIENCE WHEN PARTICIPATING IN POND0X, HOWEVER CAUSED. THE COMPANY WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKES NO RESPONSIBILITY FOR AND WILL NOT BE LIABLE TO YOU FOR YOUR PARTICIPATION IN POND0X.
The Company makes no warranty that Pond0x will meet your requirements or be available on an uninterrupted, secure, or error-free basis or free of viruses, errors, or defects. The Company makes no warranty regarding the quality, accuracy, timeliness, completeness or reliability of any information or materials offered in connection with Pond0x. Any Rewards you received (including any tokens) as part of Pond0x may have no value.
YOU WAIVE AND RELEASE US FROM ANY AND ALL LIABILITIES, CLAIMS, CAUSES OF ACTION, OR DAMAGES ARISING FROM OR IN ANY WAY RELATING TO ANY INFORMATION, TOOLS OR SERVICES THAT WE OR OUR AFFILIATES PROVIDE IN CONNECTION WITH POND0X, INCLUDING ALL LIBAILITIES, CLAIMS, CAUSES OF ACTION, OR DAMAGES RELATIONG TO CURRENT, PAST, OR FUTURE USE OF POND0X OR ANY RELATED WEBSITE OR SERVICE. FURTHER, YOU WAIVE THE BENEFITS AND PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542 OR ANY SIMILAR LAW OR REGULATION IN EFFECT IN THE JURISDICTION IN WHICH YOU RESIDE. CALIFORNIA CIVIL CODE § 1542 PROVIDES: “[A] GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, IN NO EVENT WILL ANY COMPANY PARTY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF USE, LOST PROFITS, OR LOSS OF DATA ARISING OUT OF OR RELATED TO THESE TERMS, THE SERVICES OR POND0X, HOWEVER CAUSED AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF WE OR OUR SUPPLIERS OR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE CUMULATIVE LIABILITY OF US, OUR SUPPLIERS, AND OUR LICENSORS FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS, THE SERVICES OR POND0X EXCEED ONE HUNDRED UNITED STATES DOLLARS (US$100).
YOU ACKNOWLEDGE AND AGREE THAT THE FOREGOING DISCLAIMERS, EXCLUSIONS AND LIMITATIONS OF LIABILITIES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COMPANY AND YOU.
10. Indemnification
To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless the Company Parties from and against any Claims arising out of, in connection with or related to: (a) your access to or use of the Services or Pond0x; (b) your violation of these Terms; (c) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); and (d) your conduct in connection with the Services or your participation in Pond0x. You agree to promptly notify the Company Parties of any third-party Claims, cooperate with the Company Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including legal fees and expenses). You also agree that the Company Parties will have control of the defense or settlement, at Company’s sole option, of any third-party Claims.
11. Confidentiality
You acknowledge that, in connection with your participation in Pond0x, you may be exposed to data and information, including product, technology, business, and strategy information that is confidential and proprietary to the Company, its affiliates and/or their respective clients, service providers and business partners (collectively, “Confidential Information”). All Confidential Information shall be sole and exclusive property of the Company and may be used by you only for assisting us in resolving any security issue you have reported to us. You may not reveal, publish, or otherwise disclose the Confidential Information to any third party without the prior written consent of the Company, and shall protect the Confidential Information from disclosure using the same degree of care you use to protect your own confidential information of like kind, but in no event using less than reasonable care.
12. Governing Law; Forum
These Terms and any action related thereto will be governed by the laws of the British Virgin Islands without regard to its conflict of laws provisions. The exclusive jurisdiction for all Disputes (defined below) will be in the British Virgin Islands and you and Company each waive any objection to such jurisdiction and venue.
13. Dispute Resolution
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH THE COMPANY AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. NO CLASS OR REPRESENTATIVE ACTIONS OR ARBITRATIONS ARE ALLOWED UNDER THIS ARBITRATION PROVISION. IN ADDITION, ARBITRATION PRECLUDES YOU FROM SUING IN COURT OR HAVING A JURY TRIAL.
You and we agree that any dispute, claim or controversy arising out of or relating to your participation in Pond0x, use of the Services, or these Terms or the breach, termination, enforcement, interpretation or validity thereof (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding.
The arbitration will be conducted by the BVI International Arbitration Centre in accordance with the BVI IAC Arbitration Rules then in effect, except as modified by these Terms. The number of arbitrators shall be one (the “Arbitrator”). The place of arbitration shall be Road Town, Tortola, British Virgin Islands, unless the parties mutually agree otherwise. The language to be used in the arbitral proceedings shall be English. The parties agree that the Arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement. Each party shall be responsible for its own costs and expenses arising from the arbitration, except as may otherwise be determined by the Arbitrator. Notwithstanding anything to the contrary in these Terms, we retain the right to seek injunctive or other equitable relief from any court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
Other than as set out in Section 19(d), the Arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST THE COMPANY ONLY IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the Arbitrator may not consolidate another person’s claims with your claims and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void. You agree to waive your right to a trial by jury or to participate in a class action.
This Section shall survive termination of these Terms.
14. General Terms
You may not sell, assign or transfer any of your rights, duties or obligations under these Terms without our prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and void. We reserve the right to assign or transfer these Terms or any of its rights, duties and obligations hereunder to any third party. Subject to the foregoing, these Terms will bind and enure to the benefit of the parties, their successors and permitted assigns.
Except as otherwise set forth herein, any notices or other communications to be provided by Company under these Terms shall be deemed to have been delivered to you: (i) if posted on the Company’s website, or on any applicable Company blog or forum used for sharing of information; or (ii) through other communications, including in person, in writing, by facsimile or by e-mail. You agree to check the foregoing sources regularly for updates.
Except as otherwise set forth herein, if any provision of these Terms is held by an arbitrator or court of competent jurisdiction to be illegal or unenforceable, the provision will be modified so as to be enforceable to the maximum extent possible under Applicable Laws in accordance with the original intent of the provision and the remainder of these Terms will remain in full force and effect.
The Company’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of the Company. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
Nothing herein shall constitute an employment, consultancy, joint venture, or partnership relationship between you and the Company. These Terms reflect the entire agreement between the parties relating to the subject matter hereof and supersede all prior agreements, representations, statements and understandings of the parties relating to the subject matter hereof. The section titles in these Terms are for convenience only and have no legal or contractual effect. Use of the word “including” will be interpreted to mean “including without limitation” or any other similar term.