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Website Terms & Conditions
PLEASE READ THE ENTIRETY OF THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THE WEBSITES (AS DEFINED BELOW).
NOTHING HEREIN CONSTITUTES LEGAL, FINANCIAL, BUSINESS OR TAX ADVICE AND YOU SHOULD CONSULT YOUR OWN LEGAL, FINANCIAL, TAX OR OTHER PROFESSIONAL ADVISOR(S) BEFORE ENGAGING IN ANY ACTIVITY IN CONNECTION HEREWITH. FREELANDS DAO S.A. (THE SITE OPERATOR) SHALL NOT BE LIABLE FOR ANY KIND OF DIRECT OR INDIRECT DAMAGE OR LOSS WHATSOEVER WHICH YOU MAY SUFFER IN CONNECTION WITH ACCESSING THE PAPER, DECK OR OTHER MATERIAL RELATING TO PRISM PROTOCOL OR PUBLISHED IN CONNECTION WITH PRISM PROTOCOL (INCLUDING, FOR THE AVOIDANCE OF DOUBT, ANY CONTENT PUBLISHED ON SOCIAL MEDIA ACCOUNTS MAINTAINTED BY PERSONS CONNECTED WITH PRISM PROTOCOL) (COLLECTIVELY, THE TOKEN DOCUMENTATION) AVAILABLE ON THE WEBSITES AT HTTPS://PRISMPROTOCOL.APP/ OR HTTP://PRISMPROTOCOL.NOTION.SITE, (THE WEBSITES, INCLUDING ANY SUB-DOMAINS THEREON).
By using the Websites you confirm that you accept these Terms and that you agree to comply with them. If you do not agree to these Terms, you must not use our Websites.
1. About the Website
The Website is operated by the Site Operator (also referred to as "we"). The user of the Websites is also referred to as “you” throughout these Terms.
The Websites provide users with an interface to interact with the PRISM Smart Contract Protocol (as defined below). Among other things, the Websites aggregate and publish publicly available third-party information about the PRISM Smart Contract Protocol. The Websites also offer interaction methods whereby you can indicate a transaction that you would like to perform in connection with the PRISM Smart Contract Protocol (such as swapping one token for another). When used in this way, the relevant Website can generate a draft transaction message which you can independently use together with a third-party wallet application or device to conduct transactions on Terra. Before using information from the Websites (including any draft transaction messages) to engage in transactions, you must independently verify the accuracy of such information (and the consistency of such draft transaction messages with your intended use).
All interactions between users on the Website or the PRISM Smart Contract Protocol operate in a peer-to-peer manner. Users, traders and liquidity providers enter into a direct contractual relationship via the autonomous smart contracts allowing users to create derivative tokens or trade in these derivative tokens, and therefore these users assume mutual responsibilities and obligations. There is no further control by or interaction with the Site Operator (or the relevant affiliate) which had deployed the smart contract. The Site Operator and its affiliates shall in no circumstances be construed as a party to said peer-to-peer direct contractual relationship, is not liable for performance of obligations thereunder, nor does it bear any financial or commercial risk or provide any warranties or assurances in connection with the same.
Using Terra or the PRISM Smart Contract Protocol does not require use of the Websites. The Websites aggregate and publish publicly available information about Terra and the PRISM Smart Contract Protocol in a user-friendly and convenient format. Such information is also independently available from other sources—for example, a person may directly review Terra transaction history, account balances and the Prism Smart Contract Protocol on a Terra block explorer.
By combining publicly available information with a user’s interactions with the relevant Website, such Website can draft standard transaction messages compatible with the PRISM Smart Contract Protocol which are designed to accomplish a user’s operational goals as expressed through the interactions. If you choose to, you can also publish such messages on Terra in order to initiate token transactions.
All draft transaction messages are delivered by the relevant Website via API to your compatible third-party Terra wallet application or device selected by you after pressing the “Connect Wallet” button. You must personally review and authorize all transaction messages that you want to send to Terra; you are required to sign the relevant transaction message with a private cryptographic key which is inaccessible to the Website. The user-authorized message will then be broadcast to validators on Terra through the wallet application or device and you may pay a network fee to have such validators apply the transaction message to the Prism Smart Contract Protocol and record the results on Terra, meaning that a token transaction is completed on Terra.
Neither the Site Operator nor the Websites themselves are your agents or intermediaries, they do not store or have access to or control over any tokens, private keys, passwords, accounts or other property belonging to a user, and they are not capable of performing transactions or sending transaction messages on your behalf. The Websites do not hold and cannot purchase, sell or trade any tokens. All transactions relating to the Prism Smart Contract Protocol are effected and recorded solely through the interactions of a user with the Terra validators, who are not under the control of or affiliated with the Site Operator or the Websites.
Prism Smart Contract Protocol means the source code at https://github.com/prism-finance, which is a peer-to-peer derivatives protocol built on Terra which allows users to creative derivative "yield" and "principal" components of any digital asset, and to transact in these derivatives.
2. Rights of the Site Operator and related risks
2.1 We may make changes to these Terms
We may amend these Terms from time to time. Every time you wish to use our Websites, please check these Terms to ensure you understand the terms that apply at that time. We will not provide notice of any changes to these Terms.
2.2 We may make changes to our Websites and Token Documentation
We may update and change our Websites (including, but not limited to the Token Documentation) from time to time. We will not provide notice of any such changes.
2.3 We may suspend or withdraw our Websites
Our Websites are made available free of charge and are maintained in our sole and absolute discretion. We do not guarantee that our Websites, or any content on them, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our Websites at any time. Any such suspension, withdrawal or restriction may occur generally or on a targeted basis, and in each case may occur for any reason in our sole and absolute discretion.
No person, including, but not limited to, the Site Operator, should be expected or relied upon to have an ongoing role in the development or maintenance of the Websites.
You are responsible for ensuring that all persons who access our Websites through your internet connection are aware of these Terms and other applicable terms and conditions, and that they comply with them.
2.4 No advice or inducement
The content on our Websites (including, but not limited to, the Token Documentation) is provided for general information only. It is not, nor should it be construed as, legal, financial, tax, investment or other professional advice of any kind. None of the information is, nor should it be construed as, an inducement or solicitation to buy or sell any particular product or make any other decision. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our Websites or Token Documentation.
Any decisions you make are solely at your own risk and we accept no responsibility or liability for any losses arising out of or in connection with your use of the Websites or Token Documentation.
2.5 No reliance on information; disclaimer of representations
Although it is provided in good faith, we make no representations, warranties or guarantees, whether express or implied, that the content on our Websites or in the Token Documentation is accurate, complete or up to date, and there is no obligation on any person to make it so. The information is provided “as is”, that is without any representation or endorsement made and without warranty of any kind. To the fullest extent permitted by law, the Site Operator disclaims any and all information, statements, omissions, representations and warranties, express or implied, written or oral in connection with the Websites and Token Documentation.
2.6 No promise to use funds in a particular way
No representation or assurance is given that any revenue raised in connection with the Websites, the PRISM tokens or related arrangements will be used in a particular way. We may become unable or unwilling to fund the ongoing costs of the Websites and associated arrangements or technologies.
2.7 No partnership or agent
None of (i) the establishment and operation of the Websites, (ii) the provision of the Token Documentation, (iii) the issue of $PRISM or related tokens, nor (iv) any related arrangements should be deemed to give rise to any partnership or joint venture between any of the parties.
We do not act as your agent, broker, dealer, transfer agent, advisor or any other intermediary. We do not have access to or control over any tokens, accounts or other property belonging to you. We are not capable of performing transactions or sending transaction messages on your behalf. All transactions relating to PRISM are effected and recorded solely through your interactions with validators, who are not under the control of or affiliated with the Site Operator.
2.8 No intention to form legal relations
The PRISM source code or “smart contracts” do not constitute or give rise to legally binding contracts in relation to $PRISM or related token. As such, such tokens will not constitute or represent legal obligations of any kind of any person. On this basis, holders of such tokens will have no legally enforceable rights, claims or entitlements against any person.
Neither $PRISM nor related tokens represent equity, shares, units, royalties or rights to capital, profit, returns or income of any kind, nor are they intended to represent a security or similar legal interest.
2.9 No regulatory supervision
Neither the Site Operator, the Websites (nor any of the technology or systems underlying it), the Token Documentation nor any other person associated with publishing information on the Websites is registered or authorised or licensed by any regulatory, governmental or financial authority.
2.10 No public offer in the United States
$PRISM will not be publicly offered or sold in the United States. If you access the Websites or view the Token Documentation as a U.S. person or from within the United States as part of a private sale, you are making the representation as set out in paragraph 5.5 below.
2.11 Regulatory uncertainty
You acknowledge and agree that blockchain technologies and related assets are subject to many legal and regulatory uncertainties, and your use of $PRISM, the Websites or any related tokens could be adversely impacted by any number of regulatory or legal actions, judgments, or other changes.
2.12 Technological risks
The technologies used in connection with the Websites and PRISM Protocol generally are highly experimental and evolving. They are subject to many risks including, but not limited to, hacking attacks. The open-source code should be reviewed by an expert in such technologies, and you should use them solely at your own risk. Such events may lead to the complete theft, loss, forfeiture or inaccessibility of all digital assets. We do not assume any liability or responsibility for any of the foregoing matters. You must not attempt to gain unauthorised access to our Websites, the server on which our Websites is stored or any server, computer or database connected to our Websites.
2.13 We may transfer these Terms to someone else
We may transfer our rights and obligations under these Terms to another organisation.
2.14 We are not responsible for websites we link to
Where our Websites or the Token Documentation contain links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. We have no control over the contents of those sites or resources.
2.15 You must keep your account details safe
If you choose, or you are provided with, a user identification code, password, private key or any other piece of information in connection with your use of the Websites and any associated wallet application, you must treat such information as confidential. You are solely responsible for protecting the data integrity and confidentiality of your details.
2.16 No responsibility for viruses
We do not guarantee that our Websites will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes and platform to access our Websites. You should use your own virus protection software.
3. Intellectual property
3.1 Licence to use the Websites
Provided that you adhere to and comply with these Terms in all respects, you are hereby granted a personal, revocable, non-exclusive, non-transferable, non-sub-licensable licence to view, access and use the Websites in accordance with these Terms.
3.2 Code licence
The licence in respect of the code used in connection with PRISM Protocol is available at [https://github.com/Prism/licence], and will be freely licensed under the applicable licence set out thereon.
4. Permitted and prohibited uses of our Websites
4.1 Use of the Website
This site is available solely for use by persons who have the requisite knowledge and expertise of cryptocurrency and related technologies and financial transactions to make their own decisions in respect of actions taken on the Website and to fully understand the risks involved.
4.2 Prohibited uses
You may not, whether directly or indirectly, in connection with your use of the Websites:
4.2.1 use the Websites other than in accordance with these Terms or any other applicable policies
4.2.2 use the Websites for, or rely on any of its content (including but not limited to the Token Documentation) as, any form of financial, investment, legal, tax or other professional advice;
4.2.3 use the Websites if any of the representations or warranties set out in paragraph 5 below is untrue or inaccurate at any time;
4.2.4 engage, or attempt to engage in, or assist any hack of or attack on the Websites or any wallet application or device, or otherwise engage in any act or employ any device to defraud, deceive or otherwise materially mislead, any person (including, for the avoidance of doubt, the Site Operator);
4.2.5 violate any laws, rules or regulations applicable to them;
4.2.6 engage in or knowingly facilitate any fraudulent, deceptive or manipulative trading activities or patterns.
5. Representations and warranties
You hereby represent and warrant to the Site Operator that the following statements and information are accurate and complete at all relevant times. In the event that any such statement or information becomes untrue or inaccurate, you shall immediately stop accessing and using the Websites.
5.1 Capacity, power and authority
5.1.1 If you are:
5.1.1.1 an individual, (i) you are a minimum of eighteen years old and are of legal age in the jurisdiction in which you reside to access and use the Websites and (ii) you are of sound mind; or
5.1.1.2 acting on behalf of a business entity, (i) it is duly organised, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organisation and (ii) it has all requisite power and authority to carry on its business, including the use of this site and the acceptance of these terms; and
5.1.2 you have all requisite capacity, power and authority to accept these Terms and to carry out and perform your obligations under these Terms. These Terms constitute a legal, valid and binding contract enforceable against you in accordance with its terms.
5.2 Requisite knowledge and expertise
You have the requisite knowledge and expertise of cryptocurrency and related technologies and financial transactions to make your own decisions in connection with your use of the Websites and the Token Documentation. You have not relied on and shall not rely on any statement, whether express or implied, oral or written, set out in the Token Documentation or the Websites in making or refraining from any decisions.
5.3 Compliance with law
You will, and shall at your own expense, ensure compliance with all laws, regulatory requirements and restrictions applicable to you (as the case may be).
5.4 Absence of sanctions
You are not, and are not acting on behalf of any other person who is, identified on any list of prohibited parties or sanctions list under any law or by any nation or government, state or other political subdivision thereof, or any entity exercising legislative, judicial or administrative functions of or relating to government. The tokens or other funds used to purchase $PRISM or otherwise use PRISM Protocol are not derived from, and do not otherwise represent the proceeds of, any activities done in violation or contravention of any law.
5.5 Restricted Jurisdictions
The Website and PRISM Smart Contract Protocol is strictly NOT offered to persons or entities who reside in, are citizens of, are incorporated in, or have a registered office in any Restricted Territory (as defined below, and any such person or entity from a Restricted Territory shall be a Restricted Person). If you are a Restricted Person, then do not attempt to access or use the Website. Use of a virtual private network (e.g., a VPN) or other means by Restricted Persons to access or use the Website and PRISM Smart Contract Protocol is prohibited. For the purpose of these Terms, Restricted Territory shall mean the United States, the United Kingdom, Cuba, North Korea, Iran, Mali, Myanmar (Burma), Nicaragua, Panama, South Sudan, Syria, Yemen and Zimbabwe.
6. Limitation of liability
6.1 Limitation of liability
To the fullest extent permitted by law, notwithstanding anything to the contrary set out on the Websites, in the Token Documentation or in these Terms, the Site Operator shall not be liable to any person for any economic or other damages (to you or any other person), including any special, incidental, consequential, indirect or punitive damages (including but not limited to loss of profits, savings or business, data loss or other economic loss) arising out of or in connection with these Terms, the Websites or the Token Documentation (whether or not Site Operator had been advised or knew of the possibility of such damages, and regardless of the cause of action asserted).
6.2 Directors etc.
All provisions of these Terms which disclaim or limit obligations or liabilities of the Site Operator shall also apply, mutatis mutandis, to the officers, directors, members, employees, independent contractors, agents, stockholders, debtholders and affiliates of Site Operator and any of the project team members who have worked on PRISM Protocol or any project to develop PRISM Protocol in any way whatsoever.
7. Privacy policy
Through your interaction with or use of the Websites, we may directly or indirectly collect and temporarily store information that identifies you as an individual or relates to an identifiable individual for legitimate business purposes, including providing the requested services to you on the Websites.
Except as required by applicable law, we undertake no obligation of confidentiality with respect to any information collected by the Websites. We reserve the right at all times to cooperate with any legal, governmental or regulatory investigation or to disclose any information it deems necessary to satisfy any applicable law or regulation or governmental or regulatory request, in our sole and absolute discretion.
8. Governing law and jurisdiction
These Terms will be governed by and construed in accordance with the laws of Singapore, without regard to conflict of law rules and principles (whether of Singapore or any other jurisdiction) that would cause the application of the laws of any other jurisdiction.
All disputes arising out of or in connection with these Terms (including without limitation the enforceability of this Section 8 or any question regarding its existence, validity or termination, your access or use of the Website, or to any products sold or distributed through the Website shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre ("SIAC") in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this Section 8. Disputes may only be resolved solely through individual arbitration, and in no circumstances shall be brought as a class arbitration, class action or any other type of representative proceeding, whether within or outside of arbitration, or on behalf of any other individual or group of individuals. The seat of the arbitration shall be Singapore. The Tribunal shall consist of 1 arbitrator. The language of the arbitration shall be English. The award of the arbitrator will be final and binding, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party will cover its own fees and costs associated with the arbitration proceedings.
Notwithstanding the foregoing, we may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction, and you agree that these Terms are specifically enforceable by us through injunctive relief and other equitable remedies without proof of monetary damages.
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