Date: 13th February 2023

  1. These terms constitute a legally binding agreement between you and the Pendulum Development INC and its affiliates (“Company”, “we”, “us”), effective upon the earlier to occur of the date and time you participate in the distribution of PEN tokens or when you receive PEN tokens. Any guidelines, announcements, terms and conditions, policies and disclaimers made available or issued by us from time to time shall be incorporated into these disclaimers and form an enforceable legal contract between you and us.
  2. By using our platform or receiving and/or participating in the distribution of PEN tokens, you confirm to the Company that you have fully read, understand and irrevocably accept these terms. If you do not agree with these terms in general or any part of them or have not acknowledged your review and acceptance of these terms, you are not permitted to use our platform or receive and/or participate in the distribution of PEN tokens.
  1. For the avoidance of doubt, the delivery of PEN tokens by the Company to you is conditional upon the Company’s satisfaction that you have passed all the Company’s applicable compliance checks, including anti-money laundering and know your customer checks. By accessing our platform and/or participating in the distribution of PEN tokens, you represent and warrant that:
  1. as an individual, legal person, or other organization, you have full legal capacity and authority to agree and bind yourself to these terms;
  2. you are at least 18 or are of legal age from your country of residency to form a binding contract under applicable laws;
  3. your use of the platform or receipt of PEN tokens is not prohibited by applicable law, and at all times compliant with applicable law, including but not limited to regulations on anti-money laundering, anti-corruption, and counter-terrorist financing;
  4. you are not a citizen, resident or domiciliary in a Prohibited Jurisdiction (as defined below), nor are you using our platform or receiving the PEN tokens on behalf of any person or entity from a Prohibited Jurisdiction;
  5. you have not been included in any trade embargoes or economic sanctions list, the list of specially designated nationals maintained by OFAC, or the denied persons or entity list of the U.S. Department of Commerce, nor you have been a subject or target of any other economic sanctions administered or enforced by the United Nations, the European Union or the United Kingdom;
  6. you have not been previously suspended or removed from using our platform;
  7. if you act as an employee or agent of a legal entity, and enter into these terms on their behalf, you represent and warrant that you have all the necessary rights and authorizations to bind such legal entity; and
  8. you are solely responsible for use of the platform and, if applicable, for all activities that occur on or through your user account.
  1. We reserve the right to require you to provide or verify additional information or documents before accessing our platform or receiving and/or participating in the distribution of PEN tokens. You agree and understand that you will not be able to access our platform or receive and/or participate in the distribution of PEN tokens if we are not satisfied with the results of your KYC checks.
  1. Not all persons are permitted to participate in the PEN tokens distribution. Please read these terms carefully to determine whether you are permitted to participate. please also be aware of the rules and regulations of the country in which you reside, of which you are a citizen, or in which you have tax residency, as such country or territory may not permit you to invest in cryptocurrencies of any kind and/or particularly the initial offerings of cryptocurrencies.
  1. PEN tokens are only intended for sophisticated purchasers who are knowledgeable and experienced in cryptocurrencies, blockchain and protocols. By holding, or using PEN tokens, you acknowledge that transactions using cryptocurrencies (including cryptographic tokens) may be inherently unstable and you agree to accept all risks in connection therewith and agree that the Company is not liable for any loss that you may suffer or incur.
  1. PEN tokens are intended to be marketed, offered and sold to persons only in those jurisdictions and to those persons where and to whom they lawfully may be offered for distribution and for use but excluding any prohibited jurisdiction which the Company may from time to time determine.
  1. The marketing and distribution of PEN tokens is expressly being made in the permitted jurisdictions on the basis that PEN tokens do not constitute a security, financial instrument or other regulated investment or financial product in those jurisdictions such that a prospectus or other disclosure requirements and other investor safeguards and regulatory documents or licensing that are typically required in connection with a securities offering will not apply to the marketing, issuance, offering and sale of PEN tokens in the permitted jurisdictions. The company is not licensed, registered or otherwise regulated in the permitted jurisdictions in relation to the marketing and distribution of PEN tokens.
  1. The PEN tokens do not represent a stock, commodity or any other investment instrument. PEN tokens are not securities and shall not in any case be considered as such and the offer of PEN tokens has not been registered with any government entity or regulatory authority. You acknowledge and agree that PEN tokens do not represent any share, stake, debt or security or equivalent rights in the Company. Holders of PEN tokens are only entitled to a limited and functional right to use them: (a) in connection with the platform if it is successfully developed and/or operated in accordance with the terms herein; and (b) in the event the Company permits PEN tokens to be used as in-service crypto-currency for third party websites, platforms, services or networks, as set forth and in accordance with the policies of such third party websites, platforms, services or networks.
  1. The company reserves the right to cancel any PEN tokens distribution at any time in the Company’s sole discretion and without prior notice and without any liability or further obligation of any kind whatsoever to you or any other party, in the event the Company finds such measures reasonable and/or necessary in a particular situation, including, but not limited to, change of regulatory requirements, or upon suspicion or detection that you do not primarily reside or are not domiciled in a permitted jurisdiction or are engaged in fraud.
  2. Certain jurisdictions expressly prohibit or restrict the offer, distribution, sale and/or purchase of cryptocurrencies and/or cryptographic tokens, while other jurisdictions may require the Company and/or the PEN tokens to be licensed, registered, authorised or otherwise regulated. Some other jurisdictions have or may have been excluded from the PEN token sale for other reasons, as determined by the company in its sole discretion. Persons (natural or legal) who are a resident or tax resident, have a domicile in, hold a green card of, or otherwise have a relevant connection with Afghanistan, American Samoa, Angola, Armenia, Azerbaijan, Belarus, Bosnia and Herzegovina, Botswana, Burundi, Cambodia, Cameroon, Canada, Central African Republic, Chad, China, Crimea of Ukraine, Cuba, Democratic People's Republic of Korea, Democratic Republic of the Congo, Eritrea, Ethiopia, Ghana, Guam, Guinea, Guinea-Bissau, Haiti, Iran, Iraq, Japan, Laos, Lebanon, Liberia, Libya, Madagascar, Mali, Mozambique, Myanmar, Nicaragua, Northern Mariana Islands, Pakistan, Puerto Rico, Republic of the Congo, Russia, Somalia, South Sudan, Sri Lanka, Sudan, Syrian Arab Republic (Syria), Tajikistan, Trinidad and Tobago, Turkmenistan, Uganda, United States, Uzbekistan, Vanuatu, Venezuela, Virgin Islands (U.S.), Yemen, and Zimbabwe or any other jurisdiction in which such activities is prohibited are excluded from participating in the PEN tokens distribution and possessing and using PEN tokens (each such territory, a “Prohibited Jurisdiction”).
  1. PEN tokens may not be marketed, distributed, offered or sold directly or indirectly to any residents in or citizens/nationals of the prohibited jurisdictions. The information contained in these terms and/or any accompanying documents will not constitute an offer to sell or an invitation, advertisement or solicitation of an offer to buy any PEN tokens within a Prohibited Jurisdiction. For the avoidance of doubt, the list of Prohibited Jurisdictions may be changed from time to time, irrespective of the awareness of the Company and relevant amendments may be made to these terms. You are only permitted to use the platform and participate in the distribution of PEN tokens if your primary residence or domicile is not in one of the Prohibited Jurisdictions. To the extent a resident from a Prohibited Jurisdiction attempts to enter into these terms, such purported participation is void and of no force or effect.
  1. The Company does not give investment advice, endorsement, analysis or recommendations with respect to any cryptocurrencies, digital assets, tokens or securities or provide any financial, tax, legal advice or consultancy services of any kind. We are not your broker, intermediary, agent, or advisor and have no fiduciary relationship or obligation to you in connection with any trades or other decisions or activities effected by you on our platform. 
  1. Neither the Company, its affiliates nor any of its or their officers, directors, agents, employees or representatives makes any warranty, express or implied, of any kind whatsoever related to the adequacy, accuracy or completeness of any information on this platform or the use of information on this platform.
  1. Investing in cryptocurrencies is highly risky and may lead to a total loss of investment. You must have sufficient understanding of cryptographic tokens, token storage mechanisms (such as token wallets), and blockchain technology to appreciate the risks involved in investing in cryptocurrencies. You should conduct your own due diligence of any issuer or cryptocurrencies and consult your advisors prior to making any investment decision. You are recommended to exercise prudence and trade and invest responsibly within your own capabilities. You are solely responsible for determining whether any investment, investment strategy or related transaction is appropriate for you according to your personal investment objectives, financial circumstances and risk tolerance, and you shall be solely responsible for any loss or liability therefrom. You should consult legal or tax professionals regarding your specific situation. We do not recommend that any cryptocurrencies should be bought, earned, sold, or held by you and we will not be held responsible for the decisions you make based on the information provided by us on this platform