Terms and Conditions
Last updated: December 16, 2023Disclaimer and Risk Statement (Visitors)
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 advice, trading advice, or any other type of advice.
The Project (as defined below) is a for-profit corporation proceeding to the private sale of SALE Tokens (as defined below) for the purpose of financing its business activity. The Project is not a bank, a security firm, an asset manager, a portfolio manager or an investment advisor. The Project is not a financial institution or a financial service provider.
The Ecosystem Operator (as defined below) is not liable for any possible misinterpretation of the Terms & Conditions (as defined below). The Visitor understands that the Ecosystem Operator allows Users to access Projects (as defined below) via the Website (as defined below).
Within the scope of the Programs, the Ecosystem Operator acts solely as a technology provider as third parties operate the Program Gateways. The Ecosystem Operator has no control over and shall not be responsible for the Program Gateway(s), the Wallet and/or the Programs. Sending crypto-assets to the Programs in order to generate is at your sole risk and under your sole liability.
Risk Statement
Blockchain technology and crypto-assets carry significant risks, including 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 financial and legal advice regarding the use of crypto-assets and the use of our services.
Preamble
The Agreement (as defined below) shall govern the use of Propellor (as defined below) and shall constitute a binding contract between the Visitors (as defined below), the Users (as defined below), the Participants (as defined below), the Projects (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 connection and says: “I accept the terms and conditions of the Agreement governing the use of Propellor. 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 Propellor, our Privacy Policy and to 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 Propellor and crypto-assets transactions; and (iii) The Ecosystem Operator shall not be liable for any such risks or adverse outcomes.
It is understood and presumed that, before purchasing SALE Tokens (as defined below), the Participant has fully read, understood, and irrevocably accepted the terms and conditions of this Agreement. If any Participant does not agree with this Agreement in general or in any part, such Participant should refrain from using the Website and/or purchasing SALE Tokens. This Agreement contains important provisions, including an arbitration provision that requires all claims to be resolved by way of legally binding arbitration.
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, the Visitor should refrain from using the Website.
1. Definitions And Interpretations
- Definitions And Interpretations. 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.
- “Agreement” shall mean these Terms and Conditions governing the use of Propellor, including but not limited to the Platform and the Services.
- “AML” means anti-money laundering.
- “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 any scientific or technical information, invention, design, process, know-how, procedure, software programs, development tool, code, and database; 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; legal opinions, legal memos, legal research reports, general legal advices and compliance reports; trade secrets, plans for future products or services, and customer or supplier lists; and any other information that should reasonably be recognised as Confidential Information by the Ecosystem Operator.
- “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.
- “Propellor” or “ Propellor digital ecosystem” shall mean a digital ecosystem as described according to clause 2.3.
- “Platform Rules” refer to all rules, interpretations, announcements, statements and other contents that have been and will be subsequently released by Propellor, as well as all regulations, implementation rules, product process descriptions, and announcements published in the Help Center or within the Platform.
- “Ecosystem Operator” shall mean the legal entity or entities operating the Propellor digital ecosystem and defined in detail in clause 2.4.
- “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.
- “Intellectual Property” means any and all ownership or proprietary rights, rights of use or any other rights with respect to the domain names, patents and patent applications, trade secrets, trademarks and service marks, trademark and service mark registrations and applications (including, but not limited to SALE trademark), any other trade names, design rights, logos, copyrights, copyright registrations and applications, and any other intellectual or industrial property right in connection or related to SALE product.
- “KYC” means the standards implemented for verification of a client's identity and knowing their client's investment knowledge and financial profile.
- “Participants” shall mean Users of the Propellor Platform who have successfully completed the KYC process and participate in a SALE.
- “Parties” shall include the Users and Participants.
- “Project(s)” shall mean a company duly registered and validly existing in their country of incorporation that sells Utility Tokens within the context of a SALE.
- “Platform” or “Propellor Platform” means an online platform providing services and accessible through the website https://propellorpad.com/.
- “Propellor Account” means an account set up on the Website belonging to a User.
- “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.
- “Purchase Price” shall mean the price the Participant shall pay in consideration for purchasing the SALE Tokens.
- “Sanctions” shall mean collectively sanctions administered or enforced by any country, government or public authority.
- “Services” shall mean support services to facilitate the connection between Participants and Projects within the scope of reward-based crowdfunding initiatives involving the sale of Utility Tokens (SALE Tokens).
- “SALE” shall have the meaning ascribed to it in clause 3.1.
- “SALE Tokens” shall mean the Utility Tokens sold and purchased within the context of a SALE.
- “SALE Funds” mean the proceeds deriving from the sale of SALE Tokens.
- “Tax”, “Taxes”, or “Taxation” shall mean any taxes, duties, levies, imposts or other sums payable by reference to profits, revenue or transactions.
- “Third-Party/Third-Parties” shall mean any other natural which is not a User or a Visitor.
- “Token Metrics” mean the information concerning the SALE Tokens, including but not limited to the token denomination, characteristics, tokenomics model, token supply, vesting schedule, price, technical specifications and functionalities (utilities) and any other technical or commercial information or metric of the Utility Tokens that may be relevant in the context of an SALE.
- “User” shall mean a person who has set up a Propellor Account by connecting his/her wallet but have not completed or passed the KYC process.
- “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.
- “Visitor” shall mean any individual or legal entity browsing the Website.
- “Website” or “Propellor website” shall mean this website accessible at the following URL: https://propellorpad.com.
- Except where the context requires otherwise, this Agreement will be interpreted as follows:
1) Headings are for convenience only and shall not affect the construction or interpretation of any provision of this Agreement;
2) 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;
3) Words importing the singular shall include the plural and vice versa;
4) A reference to a statute or statutory provision includes, to the extent applicable at any relevant time, 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, and any subordinate legislation or regulation made under the relevant statute or statutory provision.
2. Propellor
- Propellor is a digital ecosystem providing the Services. Propellor provides the Project(s) and the Participant(s) with the IT infrastructure that allows them to connect and enter into a legal relationship between themselves concerning, respectively, the sale and purchase of Utility Tokens. It is understood and agreed that the legal relationship concerning the Utility Token sale and purchase shall occur between the Project(s) and the Participant(s) and shall not involve Propellor, whose role is limited to creating the conditions for this relationship to take place and is limited to an intermediary role.
- The Propellor digital ecosystem shall comprise the Website (whose domain name includes but is not limited to https://propellorpad.com), 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.
- Propellor is operated by the Ecosystem Operator. From a legal perspective, if Propellor or the Ecosystem is subject to any duties or obligations, such duties and obligations shall remain that of the Ecosystem Operator (i.e., the legal entities operating the Ecosystem). The Ecosystem itself is not a legal entity.
- The Ecosystem Operator shall refer 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 Terms and Conditions. Any change in the Ecosystem Operator's legal structure shall not affect the rights and obligations of the Projects and the Participants.
- 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.
- The Ecosystem Operator is an independent contractor but not an agent of the Participant(s) and/or Project(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.
- The Participant(s) and the Project(s) acknowledge, understand and agree that the Ecosystem Operator assumes no obligations to help Participant(s) and/or Project(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 Propellor Platform and/or Website; but the Ecosystem Operator reserves the right to do so at its sole discretion.
3. Token Offering (SALE)
- The Ecosystem Operator has developed an innovative lottery-based crowdfunding method for the sale of Utility Tokens, referred to as the “SALE”. The purpose of a SALE is to support the developers of innovative entrepreneurial initiatives (Project(s)) using fundraising operations and to enhance the power of the Participant(s) in their support of such initiatives.
- Ticket Generation.
Users generate tickets to participate in a SALE. Users have three options to generate tickets: (1) stake tokens (pending development); (2) perform tasks to unlock tickets; or (3) buy tickets with PROP tokens (pending development). More specifically, the options are described below.
Option 1: User interacts with the staking component on the Platform and receives tickets after successful staking transactions. (pending development)
Option 2: User successfully performs tasks on the tickets page of the Platform, allowing him/her to claim tickets from the Platform.
Option 3: User buys tickets with PROP Tokens on the tickets page of the Platform. (pending development)
- In order to participate in a SALE, the following shall occur:
Step 1 - Participant Registration:
During the registration period, participants express their interest in the token raise by committing collateral in the form of stablecoins to the smart lottery contract. This committed amount is referred to as their "desired allocation." The participant's stablecoins are locked within the smart lottery contract until the lottery draw concludes.
Step 2 - Lottery Ticket Selection:
Participants determine their desired allocation and simultaneously choose the number of lottery tickets they wish to enter into the lottery. Each ticket they add to the lottery represents a chance of getting the minimum allocation, which is preset and configured by the platform admin. For instance, if the minimum allocation is set at $100, each ticket corresponds to $100.
Step 3 - Lottery Draw:
Once the registration period concludes, the lottery draw takes place. Participants who have entered the lottery with one or more tickets have the chance to be drawn as winners. The drawing of tickets is entirely unbiased and impartial.
Lottery Results:
The losers of the lottery shall receive their collateral returned (in the exact amounts in stable coins they have deposited under Step 1).
Allocation Distribution: Each ticket that is drawn equates to the predefined minimum allocation. If, for example, the minimum allocation is $100, and a participant has one ticket drawn, they receive the minimum allocation of $100. If a participant's multiple tickets are drawn, their allocation increases proportionally based on the number of tickets they hold.
The maximum allocation the user will get is their desired allocation. Once they attain this desired allocation, their subsequent tickets will not be included in the following draw.
The number of draws a lottery has is determined by the total Raise divided by the minimum allocation: (Total Raise / Minimum allocation). For instance, if a project is raising $1M and the minimum allocation is $100. The lottery system will draw 10,000 tickets.
- By accepting this Agreement and accessing Propellor, the Participant consents to operate within the framework of its Platform and described above.
- The Project(s) shall use the proceeds deriving from the SALE to execute the mission, vision, business strategy and objectives communicated to its community through its whitepaper, website, social media and other communication channels, including but not limited to public statements of directors, officials and team members. Any Participant concerns should be directed to the Project directly.
4. General Disclaimer for Users and Participants
- The Parties agree and acknowledge that the Ecosystem Operator does not represent or warrant that any Services or the Platform are secure from a hacker or other malicious attack, which may result in the stealing or the loss of the Parties’ confidential information or any other data.
- Limitations of Liability for Gas, Failed Transactions, Smart Contract Bugs. Parties 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.
- Release of the Ecosystem Operator.
If the Parties have a dispute with one or more Projects, to the extent permitted by law, the Parties release the Ecosystem Operator, 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.
- Class Action Waiver.
The Parties agree to waive any class-action status, and any legal dispute around the Project which a User and/or Participant may choose to bring can only be done on an individual basis.
- Website Disclaimer
- The Participant and/or User expressly acknowledge and agree that its access to and use of the Website (including all of the content, information, coaching, advice, feedback and materials posted on or provided by or through the Website) is at its sole risk. As between the Participant and/or User, the Project, 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.
- All content available on the website, including the Ecosystem Operator white-paper, are made available for informational purposes only and should not be contractual or binding in any way for the Ecosystem Operator. The Participant(s), User(s) and Project(s) should not rely upon this content in any way.
- 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.
- Although the Ecosystem Operator intends to provide accurate and timely information on the Website and Platform, the 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, Participant(s), User(s) and Project(s) should verify all information before relying on it, and all decisions based on information contained on the Propellor Platform are the Parties’ sole responsibility and the Ecosystem Operator shall have no liability for such decisions. Participant(s), User(s) and Project(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 Website and/or Platform.
- Any warranty, condition, or other term arising out of or in connection with the Website and/or Platform which might otherwise be implied into or incorporated into this by statute, common law, laws applicable in the country where Participant(s), User(s) and Project(s) used the Website and/or Platform or otherwise (including without limitation any implied term as to the quality, fitness for purpose, reasonable care and skill) is hereby expressly excluded. If Participant(s) and Project(s) have a dispute with one or more Visitor(s), User(s), and/or Third-part(y/ies), Participant(s) and Project(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.
5. Participant(s) Disclaimer and Risk Statement
- The Participant shall be a User of Propellor that, at its sole discretion, decides to take the opportunity to participate in one or multiple SALEs. The Participant shall make such a decision taking into consideration all the risks involved with cryptographic digital tokens, including but not limited to regulatory risks and cybersecurity risks. The Participant may partially rely on the contents published on the Website to make its decision. However, the Participant acknowledges, agrees, and understands that the Website and the contents published herein shall not constitute investment advice, financial advice, trading advice, or any other sort of advice and that the Participant shall not treat any of the Website's content as such. The Participant alone assumes the sole responsibility of evaluating the merits and risks associated with using any information or other content on the Website before making any decisions based on such information. The Participant understands that the crypto market is characterized by high volatility, and it should be aware of the concrete possibility of losing the entirety of the funds allocated in the crypto market. The Participant should refrain from using funds it cannot afford to lose when purchasing cryptocurrencies and other digital tokens.
- The Participants acknowledge, agree, and understand that the Ecosystem Operator does not, in any way, supervise, direct, or control any of the Projects and that the Ecosystem Operator does not control, verify, assure, guarantee and warrant that the information provided by the Project(s) to the Participant(s) through the Website are honest, accurate, complete and updated. The Participant(s) shall conduct their own due diligence on the Project(s) before purchasing SALE Tokens when participating in an SALE.
- The Participants expressly agree that they are purchasing and receiving SALE Tokens at their sole risk and that the SALE Tokens are provided on an "as is" basis without warranties of any kind, either expressed or implied.
- The Participants understand and agree that the purchase and any other acquisition of SALE Tokens carry significant risks. Therefore, the purchase of SALE Tokens should be undertaken only by Participants experienced with cryptographic tokens and blockchain-based software with a functional understanding of storage and transmission mechanisms associated with other cryptographic tokens.
- By purchasing SALE Tokens, the Participants confirm that they understand and assume the risks involved in such a transaction. In particular, the Participants confirm to fully understand and accept the following.
- Any SALE will not involve the issuance of any securities (whether equity securities or otherwise, including unregistered security) or other kinds of investment certificates.
- SALE Tokens are merely cryptographic tokens existent on one or multiple blockchains that can enable usage of and interactions with digital services and applications provided by the related Project.
- SALE Tokens are not redeemable, nor associated with financial return or backed by any underlying asset, security or repurchase commitment and do not necessarily have liquidity or market value.
- SALE Tokens do not stand for any sort of investment contract for all intents and purposes.
- The purchase of SALE Tokens is not an investment nor a collective investment scheme, and the Participant(s) shall not expect any repayment, refund, return or profit from participating in an SALE.
- By participating in a SALE, the Participant(s) shall not expect to get anything other than SALE Tokens in return for the Purchase Price.
- The Participant(s) payment for the purchase of SALE Tokens will be non-refundable. Therefore, The Participant(s) shall give full consideration to all risk factors, including but not limited to the volatility of cryptocurrency prices and markets in general, risks of systemic failure, risks of code failure, bugs, hardware failure, loss of data, theft, lost usernames, passwords or private keys, incorrectly executed transactions and/or hacks which can lead to, inter alia, the complete loss of the SALE Tokens.
- Blockchain technology allows new forms of interaction, and it is possible that certain jurisdictions will apply existing regulations on or introduce new regulations addressing blockchain technology-based applications, which may be contrary to the current setup of the SALE and which may, inter alia, result in substantial modifications or loss of SALE Tokens.
- The field of digital cryptography is very new, and for this reason, there is a risk of unforeseen attacks on several or all parts of the Propellor digital ecosystem. In the event of such an attack/hack, Parties may lose their PROP, SALE Tokens and stablecoins.
- The Participant understands the inherent risks associated with blockchain technology and crypto-assets, including, but not limited to, those listed hereinafter:
- Risks associated with (intellectual) property rights: the Participant understands and accepts that, due to a lack of originality of the software and to the immaterial character of the SALE Tokens, there may be no title of ownership in and to the SALE Tokens.
- Risks associated with IT: the Participant understands and accepts that the smart contracts, the Website, all the components of the Propellor digital ecosystem, and blockchain protocols are still in an early stage and unproven. The Participant understands and accepts that there is no warranty that the process for delivering SALE Tokens and/or the smart contracts will be uninterrupted or error-free and acknowledges that there is an inherent risk that the software could contain weaknesses, vulnerabilities or bugs causing inter alia, the complete loss of PROP, SALE Tokens, and stablecoins. The Participant understands and accepts that the smart contracts and/or underlying protocols and/or any other software involved may either delay and/or not execute the delivery of SALE Tokens.
- Regulatory risks: the Participant understands and accepts that it is possible that certain jurisdictions will apply existing regulations on, or introduce new regulations addressing, a blockchain technology based applications, which may be contrary to the current setup of the Propellor digital ecosystem and which may, inter alia, result in substantial modifications of the Propellor digital ecosystem, including its termination and the loss of SALE Tokens.
- Risks associated with abandonment/lack of success: the Participant understands and accepts that the development of the Project(s) may be abandoned for a number of reasons, including lack of interest from the public, lack of funding, lack of commercial success or prospects (e.g. caused by competitors). The Participant, therefore, understands that there is no assurance that, even if the Project is partially or fully developed and launched, the Participant will receive any benefits through the SALE Tokens held by him/her/it.
- Risks associated with a loss of private key: the Participant understands and accepts that SALE Tokens can only be accessed by using a digital wallet. The Participant understands and accepts that if his/her/its private key or password gets lost or stolen, the SALE Tokens associated with the Participant's digital wallet will be unrecoverable and will be permanently lost.
- Risks associated with Parties’ wallet: the Participant understands and accepts that Propellor is in no way responsible for the digital wallet on which the SALE Tokens are transferred. The Participant(s) shall understand and agree that they are solely responsible for the access and security of their digital wallet, for any security breach of their wallet and/ with any loss of SALE Tokens resulting from digital wallet service providers, including any termination of the service by the digital wallet service provider and/or bankruptcy of the digital wallet service provider. The Participant understands and accepts that the wallet or digital wallet service provider used for the SALE, has to be technically compatible with the SALE Tokens. The failure to assure this may have the result that the Participant will not gain access to his/her/its SALE Tokens.
- Risks associated with theft/hacks: the Participant understands and accepts that the smart contracts, the Website, the underlying software application and the software platform may be exposed to cyber attacks by hackers or other individuals that could result in theft or loss of PROP and/or SALE Tokens, and/or stablecoins.
- Risks associated with depreciation: the Participant understands and accepts that with regard to SALE Tokens, no market liquidity may be guaranteed and that the value of SALE Tokens over time may experience extreme volatility or depreciate in full.
- Risks associated with digital tokens: the Participant and/or User understands and accepts that the risk of loss in holding any cryptographic tokens can be substantial. The Participant and/or User should therefore carefully consider whether holding any cryptographic tokens is suitable in light its financial condition. In considering whether to hold any cryptographic tokens, the Participant and/or User should be aware that the price or value of cryptographic tokens can change rapidly, decrease, and potentially even fall to zero. When using the Platform and Services, the Participant and/or User acknowledges that the Ecosystem Operator is not responsible for any losses resulting from market changes or account misappropriation.
- General risks: the Participant understands and agrees that any cryptographic tokens, blockchain technology or distributed ledger technology related projects are new and relatively untested and outside of both the Participant and the Project’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, unfavourable regulatory action, or unclear legal/tax status of cryptographic tokens.
- The Participant(s) confirms that it has understood all the risks mentioned above and hereby confirm that it usees Propellor at its own risk. The Participant(s)shall understand and agree that Propellor shall not be liable for any damage or loss incurred by the Participant(s) due to the materialisation of any of the risks mentioned above. The Participant(s) shall release the Ecosystem Operator from any liability for any damage and/or loss arising, directly or indirectly, from their use of the Propellor digital ecosystem and/or Services.
6. Project(s)
- The Project shall be an innovative entrepreneurial initiative engaged in a crowdfunding operation executed through the issuance and sale of Utility Tokens within the context of an SALE. The Project shall use Propellor digital ecosystem and the Services only for the purpose of the aforementioned crowdfunding operation. The proceeds derived from the sale of its Utility Tokens (i.e., SALE Tokens) shall be used by the Project with the sole purpose of executing the mission, vision, business strategy and objectives communicated to its community through its whitepaper, website, social media and other communication channels, including but not limited to public statements of directors, officials and team members of the Project.
- The Project shall honestly and accurately represent the characteristics of its initiative in order to allow the Participants to take an informed and conscious decision concerning the purchase of SALE Tokens.
- The Project shall communicate honest, accurate and updated information to Propellor at all times. The Project shall not modify the Token Metrics without the prior written consent of Propellor and shall be liable towards the Participants for such changes.
- The Project represents and warrants the following:
- The Project is a corporation duly organised, validly existing and in good standing under the laws of the state of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
- The execution, delivery and performance by the Project of this Agreement are within the power of the Project and, other than with respect to the actions to be taken when SALE Tokens are to be delivered to the Participant, has been duly authorised by all necessary measures on the part of the Project. This Agreement constitutes a legal, valid and binding obligation of the Project, enforceable against the Project in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. The Project is not in violation of (a) its current certificate of incorporation or bylaws, (b) to its knowledge, any material statute, rule or regulation applicable to the Project, including but not limited to virtual assets and virtual asset service providers regulation, securities, investment adviser, broker-dealer, money services business, money transmitter regulations, regulations preventing dealings with certain sanctioned individuals, entities and countries and money laundering and terrorist financing regulation (for which the Project has adopted adequate procedures and policies) or (c) any material indenture or contract to which the Project is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Project.
- The performance and consummation of the transactions contemplated by this Agreement do not and will not: (a) violate any material judgment, statute, rule or regulation applicable to the Project; (b) result in the acceleration of any material indenture or contract to which the Project is a party or by which it is bound; or (c) result in the creation or imposition of any lien upon any property, asset or revenue of the Project or the suspension, forfeiture, or nonrenewal of any material permit, license or authorisation applicable to the Project, its business or operations.
- The Project owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.
- Neither the Project nor any of its subsidiaries nor any director, officer, agent, employee, affiliate or person acting on behalf of the Project or any of its subsidiaries are (a) currently the target of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of State, the United Nations Security Council (“UNSC”), the European Union (“EU”), Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority (hereinafter collectively referred to as “Sanctions”); or (b) located, organised or resident in Iran, North Korea, Cuba, Sudan or Syria. The Project and its subsidiaries have not knowingly engaged in for the past five years, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any individual or entity, or in any country or territory, that at the time of the dealing or transaction is or was the target of Sanctions prohibiting any such dealings or transactions. Neither the Project nor any of its subsidiaries nor any director, officer, agent, employee, nor any Representative are a Prohibited Person; nor has the Project, its Representatives or any of the Project’s Affiliates engaged in any dealings or transactions with any Prohibited Persons; and the Project, its Representatives and its Affiliates have complied with all requirements of laws, government orders or resolutions of United Nations relating to anti-money laundering, anti-terrorism, trade embargos and economic sanctions applicable to its, its Representatives or its Affiliates’ activities. Neither the Project, nor any person having a direct or indirect beneficial interest in the Project or the Agreement being acquired by Project, or any person for whom Project is acting as agent or nominee in connection with the Agreement, is the subject of sanctions administered or enforced by any country or government (collectively, “Sanctions”) or is organized or resident in a country or territory that is the subject of country-wide or territory-wide Sanctions.
- Furthermore, the Project covenants that:
- The Project will not issue or use the SALE Tokens in connection with any activity that violates applicable laws in any relevant jurisdiction, including, but not limited to, the issuance or use of the SALE Tokens in connection with transactions that contradict international standards on anti-money laundering and counter-terrorism financing procedures.
- The SALE Tokens, which will be transferred to the Participant hereunder, does not and will not represent the proceeds of a money laundering offence or a terrorist activity financing offence under anti-money and counter-terrorism financing regulations applicable to the Project.
- The Project represents and warrants that upon transfer of the SALE Tokens to the Participant under this Agreement, the Participant will have valid title to such SALE Tokens.
- The Project hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction (with respect to the Project’s nationality and residence) in connection with the issuance of the SALE Tokens, including (a) the legal requirements within its jurisdiction (with respect to the Project’s nationality and residence) for the issuance of the SALE Tokens, (b) any foreign exchange restrictions applicable to such SALE Tokens issuance, (c) any governmental or other consents that may need to be obtained, and (d) the income tax and other tax consequences, if any, that may be relevant to the issuance and transfer of the SALE Tokens. The Project’s issuance of the SALE Tokens according to this Agreement will not violate any applicable securities or other laws of the jurisdiction(s) of the Project’s nationality and residence. The Project is not a resident of any country in which the issuance of the SALE Tokens is prohibited.
7. Know Your Customer / Anti Money Laundering
- The Ecosystem Operator is obliged to review Participant(s) and Project(s) in order to comply with KYC standard practises and AML applicable laws and regulations (hereinafter collectively referred to as “KYC/AML regulations”) and have engaged Sum and Substance Ltd to provide KYC/AML support services (“KYC Service Provider”). Refer to our Privacy Policy. The Ecosystem Operator expects the Participant(s) and the Project(s) to be acting in good faith regarding the information required . The Participant(s) will not be able to participate in a SALE unless the Participant successfully completes the KYC procedures in accordance with our AML Policy and as required by the KYC Service Provider.
- The Participant(s) and the Project(s) must provide the KYC Service Provider with true and accurate details of all required KYC and AML requirements. The Participant(s) and the Project(s) acknowledge that by failing to submit all necessary KYC/AML information, the Participant(s) and the Project(s) will not receive any SALE Tokens. The Participant(s) and the Project(s) will take all reasonable and necessary measures to rectify any issues.
- The Participant(s) and the Project(s) shall provide any further items and documentation reasonably requested in the case of further Investigations at the discretion of the Ecosystem Operator and/or KYC Service Provider.
- The Participant(s) and the Project(s) use will not violate any and all laws and regulations applicable to the Participant, including but not limited to regulations on anti-money laundering, anti-corruption, and counter-terrorist financing.
- The Parties acknowledge, agree, and understand that the Ecosystem Operator has the independent right to terminate the Parties’ participation in any Project or SALE all based on the results of the KYC/AML review results.
- Sanctions
- The Participant(s) and the Project 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.
- 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’ Propellor Account in accordance with a sanctions program or other similar government sanctions programs, the Ecosystem Operator may (i) deactivate or block Parties’ activity, (ii) and withhold any outstanding rewards. The Ecosystem Operator is not responsible for any losses, whether direct or indirect, that the Participant 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 Propellor Services and Propellor Platform (including any engagement with Project(s) through the Propellor Platform) is subject to compliance with economic sanctions imposed by applicable jurisdictions. Using Propellor Services and accessing Propellor Platform, the Parties represent and warrant that their use of any of the Ecosystem Operator’s services complies with those requirements.
- Without limiting the foregoing, the Parties may not acquire any cryptographic tokens or use any of the Propellor Services through the Propellor 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(ies) or Propellor 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.
- 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. See link below for countries where Propellor is not available.
- Prior to participating in a SALE, a comprehensive identification verification process will be conducted by Propellor’s appointed KYC Service Provider. Verification of the identity of the Users will be required. The following are examples of verification methods the Project may use: obtaining proof of address, such as a copy of a utility bill or bank statement from the Participant; comparing the identifying information with information available from a trusted third-party source, such as international databases; analysing whether there is logical consistency between the identifying information provided, such as the User’s name, street address, and date of birth (logical verification).
- The Parties are obliged to comply with KYC and AML standard procedures and other banking or government regulations. The Parties fully agree to assist the Ecosystem Operator in fulfilling the mentioned obligations and provide any necessary information if such is required from the Participant by the Governmental Authorities.
- The Parties have not and will not supply the Ecosystem Operator with inaccurate or misleading information relating to Participant’s purchase of the Tokens, including, without limitation, the Participant’s identity and source of funds. The Parties will supply the Ecosystem Operator with all accurate information, documentation or copy documentation that the Ecosystem Operator may require in order to allow the Ecosystem Operator to accept the Participant’s purchase of Tokens and allocate Tokens to the Participants, and the Parties will provide the Ecosystem Operator with any additional information which may be reasonably required in order that the Project can fulfil its legal, regulatory, and contractual obligations.
- In certain cases (when additional verification by bank or compliance authority is needed according to Governmental Authorities, AML or KYC policies), the KYC Service Provider may require the Parties to provide additional information and/or any other documents that the Ecosystem Operator may reasonably request to satisfy applicable AML requirements.
- 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 Parties, or in case the Parties have failed to provide the data and other additional information as required above. In such case, the Parties 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 Participant and shall use its commercially reasonable best efforts to refund the Purchase Price, including any cryptocurrencies, that the Project has actually received from the Participant to purchase the Tokens from the Project in the same amount (of the form of payment, whether money or any cryptocurrencies, as applicable) it has been transferred to the Project (with no interest or any other amounts due on such funds, subject to the deduction of any transfer fees paid by the Project). 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 Participant’s Wallet and disclosing any information about the Parties to the Governmental Authority on their request, without the Parties’ knowledge or consent.
- All payments by the Participant to the Project in connection with this Agreement shall be made only in the Participant’s name, from a digital wallet 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.
- As part of the Ecosystem Operator’s commitment to the prevention of money laundering, the Ecosystem Operator will not tolerate any Participant or User abusing the Services. If the Ecosystem Operator suspects any Participant or User is using the Services for the purposes of money laundering, it reserves the right to freeze any funds used to purchase the Utility Tokens and report the activity to the relevant police authorities.
8. Website Requirements
- By accessing the Website, the User and/or Participant represents and warrants that: as an individual, it is at least eighteen (18) or is of legal age to form a binding contract under applicable laws; as an individual, legal person, or other organization, it has full legal capacity and sufficient authorisations to enter into these Terms; it has not been previously suspended or removed from using the Services; it does not currently have an account, and 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.
9. Prohibited Actions
- 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;
- 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:
- 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 behaviour or content;
- Access or use the Website for any illegal or unauthorised 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;
- 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;
- Damage, disable, overburden, or impair the functionality of the Website in any manner;
- Distribute or post spam, unsolicited or bulk electronic communications, advertising, solicitations, promotional materials, chain letters, or pyramid schemes;
- 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;
- 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;
- 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;
- 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;
- 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;
- 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;
- 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;
- Upload, post, transmit, distribute, store, or otherwise make available content that would constitute, encourage, or provide instructions for a criminal offence;
- Copy, modify, distribute, sell, or lease any part of the Website;
- Reverse engineer or attempt to extract the source code of the Website;
- Interfere or attempt to disrupt the Website in any way;
- Circumvent or attempt to circumvent any filtering, security measures or other features designed to protect the Website, or third parties;
- Infringe upon or violate the rights of the Ecosystem Operator, the Users or any third party; and
- Facilitate or assist another person to do any of the above acts.
10. Assignment
- Limited License.
The Ecosystem Operator hereby grants the Parties a personal, non-exclusive, non-transferable, non-sublicensable and limited license, subject to the terms of this Agreement, to access and use Propellor solely for informational, transactional, or other approved purposes as permitted by the Ecosystem Operator from time to time. Any other use of the Propellor Platform is expressly prohibited. All other rights in the Propellor Platform are reserved by the Ecosystem Operator. If the Parties violate any portion of this Agreement, the Parties’ permission to access and use the 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.
- The Participant(s) and the Project(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.
- Limited License.
11. Intellectual Property Rights
- All Intellectual Property Rights and all other proprietary rights in relation to the content available on the Website (including but not limited to software, mobile 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. The Ecosystem Operator rights to the Website Content include rights to the Website and all designs, layouts, software, displayed, and technical information associated with the Website. Any other use of the Website Content, including without limitation distribution, reproduction, modification, making available, communicate 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. The Platform and 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/or Projects (as applicable), and are protected by copyright, patent, trade secret and other Intellectual Property laws. The Ecosystem Operator retains any and all rights, title and interest in and to the Platform and Services (including, without limitation, all Intellectual Property rights), including all copies, modifications, extensions and derivative works thereof. The Participant’s right to use the Platform and Services is limited to the rights expressly granted in this Agreement. No licences to use any of trademarks or any other Propellor brands are to be inferred or assumed pursuant to the use of any Propellor Services. All rights not expressly granted to the Participant and/or User are reserved and retained by the Ecosystem Operator and/or the Project.
- The Parties 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 or any Projects without the express prior written consent of the Ecosystem Operator and, if applicable, the Project(s). The Parties shall not infringe the Intellectual Property rights of the Ecosystem Operator, the Projects, or any third party.
12. The Website
- 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.
- 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.
- All other uses are prohibited without the Ecosystem Operator’s prior written consent.
- 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 Visitor, User and/or Participant 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.
- The Visitor, User and/or Participant 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 unauthorised use of the Software and Content is strictly prohibited and will terminate the license granted in the Terms & Conditions.
- No licenses or rights are granted to the Visitor, User and/or Participant by implication or otherwise, except for the licenses and rights expressly granted to it.
13. Trademarks
- Propellor’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. No trademark or service mark license is granted in connection with the materials contained on the Website. The use or the display of these trademarks without explicit written permission of the Ecosystem Operator is prohibited. Access to the Website does not authorise anyone to use any name, logo, or mark in any manner whatsoever.
14. Survival
- 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, Propellor Account cancellation, debts owed to the Ecosystem Operator, the general use of the Propellor Platform, disputes with Ecosystem Operator, and general provisions, shall survive the termination or expiration of this Agreement.
15. No Waiver
- 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.
- 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 Participant(s) and Project(s) violate the same provision at another instance or if the Participant(s) and Project(s) violate a different provision.
16. Modification Of The Website
- 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.
17. Availability
- The Website and content may not be available in all territories and jurisdictions, and the Ecosystem Operator may restrict or prohibit the use of all or a portion of the Website and content in certain territories and jurisdictions. Refer to the link below.
18. Non Financial Advice
- NON Financial Advice.
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.
- Token Disclaimer.
It is understood and presumed that, before purchasing SALE Tokens (as defined above), the Participant has fully read, understood, and irrevocably accepted the Agreement if any participant does not agree with this Agreement in general or any part of it, such Participants should entirely withhold from using the Website and/or purchasing the Tokens.
- 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 these services, Participant(s) and Project(s) acknowledge and agree that: (1) Participant(s) and Project(s) are aware of the risks associated with crypto-assets trading; (2) Participant(s) and Project(s) shall assume all risks related to the use of these services and crypto-assets transactions; and (3) the Ecosystem Operators shall not be liable for any such risks or adverse outcomes.
- By accessing, using or attempting to use these services in any capacity, Participant(s) and Project(s) acknowledge that Participant(s) and Project(s) accept and agree to be bound by this Agreement. If Participant(s) and Project(s) do not agree, do not access the Platform or use any of these services. Please note that this Agreement has not been approved by any regulator, competent authority or authorised person in general therefore, relying on this document for the purpose of purchasing SALE Tokens may expose Participant(s) and Project(s) to a significant risk of loss of all assets.
- NON Financial Advice.
19. Compliance With Local Laws
- The Project(s) and the Participant(s) shall endeavour to perform their rights and obligations under this Agreement in compliance with all applicable laws, regulations, codes, ordinances, and with those of any other authority having jurisdiction over their sales.
- It is the duty of the Project(s) and the Participant(s) to abide by local laws in relation to the legal usage of Propellor digital ecosystem in their local jurisdiction as well as other laws and regulations applicable to the Project(s) and the Participant(s). The Project(s) and the Participant(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.
- The Project(s) and the Participant(s) acknowledge and declare that their funds come from legitimate sources and do not originate from illegal activities; the Project(s) and the Participant(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.
- 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 Project(s) and the Participant(s) shall be solely responsible:
- For any and all tax liabilities associated with payments between each other;
- For determining whether the Project is required by applicable laws to issue any particular invoice to the Participants and for issuing any invoices so required.
- For determining whether a Project and/or a Participant 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.
20. Confidentiality
- The Participant(s) and the Project(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 publicises the same.
- 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.
- Participant(s) and Project(s) agree that Confidential Information or private data, which Participant(s) and Project(s) might receive from the Ecosystem Operator or Projects and which is not readily available in the public domain belong to the Ecosystem Operator and/or Projects and Participant(s) and Project(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 Propellor Clients.
- 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 Participant(s) and Project(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.
21. Privacy Policy
- The Visitor agrees that the Ecosystem Operator may collect, process, and use personal data about you according to the Privacy Policy found here on the Website, 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.
22. Third-Party-Materials
- From time to time, the 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 Participant(s) and Project(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. Participant(s) and Project(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 Platform, including without limitation content, property, goods or services available on the linked sites or services.
- Third-Party Applications.
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 Propellor Account, either through the third party’s product or service or through the 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 Participant(s) and Project(s) are fully responsible for all acts or omissions of any third party using their Propellor 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 Propellor Account credentials. The Parties may change or remove permissions granted by them to third parties with respect to their Propellor Account at any time through the Account Settings (Integrations) page on the Platform.
23. Reservation Of Rights
- The Ecosystem Operator may block, terminate or suspend the Participants and Projects to use or access the Website, in whole or in part, without notice and at all time, 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 Participant(s) and the Project(s) right to access and use the Website if Participant(s) and Project(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.
- 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.
- 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 Services and/or Platform, and/or (b) deactivate or cancel the Propellor Account if:
- The Participant(s) and the Project(s) are so required by an enforceable subpoena, court order, or binding order of the court or government authority; or
- The Ecosystem Operator reasonably suspect User(s), Participant(s) and Project(s) of using the Parties Propellor Account in connection with illegal, unauthorised, or improper activity; or
- Use of the Propellor 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
- The Ecosystem Operator’s Service partners are unable to support usage; or
- The Ecosystem Operator is required to do so in order to comply with KYC/AML laws and regulations; or
- The Participant(s) and Project(s) violate the terms of this Agreement (in particular, but not limited to, providing correct and accurate information for KYC/AML purposes or violating any user warranties given under this Agreement); or
- The Parties take any action that Propellor deems as circumventing Propellor’s controls, including, but not limited to, opening multiple Propellor Accounts or abusing promotions that the Ecosystem Operator may offer from time to time.
- Once the Participant and/or the Propellor Account is suspended/terminated/cancelled, the Parties will have an allocated timeline to withdraw all funds from their Propellor 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.
24. Limitations Of Damage And Liability
- 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 Propellor White Paper and these Terms & Conditions, or with the use of the Propellor Platform and/or the Services.
- This Agreement outlines 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.
- 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 Participant(s) and Project(s).
- 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.
- Without limiting the foregoing, Participant(s) and Project(s) hereby understand and agree that the Ecosystem Operator will not be liable for any losses or damages arising out of or relating to: Any inaccuracy, defect, or mission of digital assets and price data; Any error or delay in the transmission of such data; Interruption in any such data; Regular or unscheduled maintenance carried out by the Project and service interruption and change resulting from such maintenance; Any damages incurred by other users’ action, omission, or violation of this Agreement; Any damage caused by illegal actions of other third parties or actions without authorisation by the Project; and Other exemptions mentioned in disclaimers and platform rules issued by finance.
- 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, even if the Project has been advised of the possibility of such damages except to the extent of a final judicial determination that such damages were a result of Project’s gross negligence, fraud, willful misconduct or intentional violation of law.
- Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation may not apply to Participant(s) and Project(s).
25. Force Majeure
- The Ecosystem Operator shall not be liable for delays, failure in performance or interruption of service which result directly or indirectly from 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. These include pandemic-related events and lockdown restrictions, defined here as force majeure. A cyber security breach in the Propellor digital ecosystem shall be considered a force majeure event.
26. Indemnification
- The Visitor(s), User(s), Participant(s) and the Project(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: breach of the Agreement, use of, or inability to use, the Website; 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; use of Services; and violation of any applicable law or any rights of any Third-party.
27. Notice Of Claim And Dispute Resolution Period
- Please contact the Ecosystem Operator for any concerns. The Ecosystem Operator wants to address the Participant’s concerns without resorting to formal legal proceedings, if possible. If the Participant has a dispute with the Ecosystem Operator, then the Participant should contact the Ecosystem Operator, and a ticket number will be assigned. The Ecosystem Operator will attempt to resolve the Participant’s dispute internally as soon as possible. The Parties agree to negotiate in good faith to resolve any dispute.
28. Governing Law And Dispute Resolution
- The laws of Singapore shall govern the validity and construction of this Agreement, any separate contract whereby the Ecosystem Operator provides the Participant(s) and/or the Project(s) with any services, and any dispute arising out of or in relation to this Agreement or such separate contracts.
- Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in Singapore 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 clause. The seat of the arbitration shall be Singapore. The Parties agree that any arbitration commenced pursuant to this clause shall be conducted in accordance with the Expedited Procedure set out in Rule 5.2 of the SIAC Rules. The Tribunal shall consist of one arbitrator. The language of the arbitration shall be English.The arbitration procedure may be conducted partially or entirely online.
29. Entire Agreement and Severability
- The Agreement, the Privacy Policy, the Cookies Policy and the Disclaimer and Risk Statement 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”).
- If any provision of the Agreement 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.
30. Contact
- If the Parties have any feedback, question, or complaint, contact the Ecosystem Operator via email at info@propellorpad.com;
- When the Participant(s) and the Project(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 Propellor Account, and the issue on which the Party has feedback, questions, or complaints.
- If the Parties have any questions concerning the processing of their data, they may address their correspondence to the Propellor at: info@propellorpad.com;
- If the Parties are currently receiving marketing information that they would prefer not to receive in the future, please email the Ecosystem Operator at: info@propellorpad.com.