Pendulum Portal Terms of Use

General

1. Please review these Terms of Use ("Terms") carefully, as they set forth legally binding terms and conditions in relation to your access and/or use of Protocol (as defined below) – whether via the website located at https://portal.pendulumchain.org/ ("Interface") or other mode of access such as command line ("Alternative Access") between you and Pendulum Development Inc., a limited liability entity formed under the laws of the British Virgin Islands (“Pendulum”).
2. Pendulum hosts and operates Interface (as defined below) and develops Protocol (as defined below).
3. If you submit information, including personal information, through or in connection with your access and/or use of Interface and/or Protocol (as defined below), such submission will be governed by the privacy policy of Pendulum, as updated from time to time, and available https://pendulumchain.org/legal/privacy-policy (the "Privacy Policy").
4. By accessing and/or using Interface and/or Protocol (as defined below), you shall be deemed to have acknowledged and agreed to these Terms, the Interface Licence (as defined below), Protocol Licence (as defined below) and Privacy Policy on behalf of yourself and any entity you represent.
5. Information contained in Interface and/or Protocol (as defined below) is current as at the date of publication, and Pendulum may modify, suspend or discontinue Interface and/or Protocol (as defined below) at any time and without notifying you. Pendulum may also change, update, add or remove provisions of these Terms from time to time. Any and all modifications or changes to these Terms will become effective upon publication on Interface and/or Protocol (as defined below) or release to users. Therefore, your continued use of Interface and/or Protocol (as defined below) is deemed your acceptance of the modified Terms and rules. If you do not agree to any changes to these Terms, please do not access or use Interface and/or Protocol (as defined below). It is noted that these Terms between you and Pendulum do not enumerate or cover all rights and obligations of each party, and do not guarantee full alignment with needs arising from future development. Therefore, the Interface Licence (as defined below), Protocol Licence (as defined below), Privacy Policy, platform rules, guidelines and all other agreements entered into separately between you and Pendulum are deemed supplementary terms that are an integral part of these Terms and shall have the same legal effect. Your use of Interface and/or Protocol (as defined below) is deemed your acceptance of any supplementary terms, too.
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6. Interface & Licence for Use of Interface

6.1. With the necessary technical expertise, it is possible for a prospective user of Protocol (as defined below) to generate transaction messages to interact with Protocol (as defined below) via Alternative Access directly without use of Interface.

6.2. Notwithstanding that Protocol (as defined below) is accessible for use via Alternative Access, Interface has been developed and hosted by Pendulum to:

(a) enable you as a user of Interface to read and display data associated with a wallet address ("Supported Wallet") compatible with digital assets ("Supported Digital Assets") that are in turn compatible with blockchains ("Supported Chains") supported by Protocol (as defined below), and in respect of which Supported Wallet you control the associated private key and which you utilize to access and/or use Protocol (as defined below); and

(b) provide a graphical user interface that facilitates your access and/or use of Protocol (as defined below).

6.3. You acknowledge and agree that Interface (but not the Alternative Access) is hosted and maintained by Pendulum and who may modify or discontinue support for Interface at any time, in Pendulum's sole discretion.

6.4. All present and future copyright, title, interests in and to Interface and/or Protocol (as defined below), registered and unregistered trademarks, design rights, unregistered designs, database rights and all other present and future intellectual property rights and rights in the nature of intellectual property rights that exist in or in relation to the use and access of Interface and/or Protocol (as defined below) are owned by or otherwise licensed to Pendulum. As a user of Interface, you are granted a non-exclusive, non-transferable, revocable, limited license by Pendulum to electronically access and use Interface ("Interface Licence") together with other users of Interface (any user of Interface hereinafter referred to as "Interface User") in the manner described in these Terms. However, you shall not have the right to sublicense Interface. Except as expressly stated in these Terms, nothing in these Terms should be construed as conferring any right in or license to Pendulum’s or any other third party’s intellectual rights. If and to the extent that any such intellectual property rights are vested in you by operation of law or otherwise, you agree to do any and all such acts and execute any and all such documents as Pendulum may reasonably request in order to assign such intellectual property rights back to Pendulum.

6.5. You agree and acknowledge that all content on Interface and/or Protocol (as defined below) must not be copied or reproduced, modified, re-distributed, used, created for derivative works, or otherwise dealt with for any other reason without being granted a written consent from Pendulum.

6.6. Pendulum may revoke or terminate Interface Licence at any time if you use, or attempt to use, Interface in a manner prohibited by these Terms, or if the agreement between you and Pendulum as constituted by your acceptance of these Terms in relation to your access and/or use of Interface is terminated pursuant to these Terms.

6.7. Third parties participating on Interface and/or Protocol (as defined below) may permit Pendulum to utilise trademarks, copyrighted material, and other intellectual property associated with their businesses. Pendulum will not warrant or represent that the content on Interface and/or Protocol (as defined below) does not infringe the rights of any third party.

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7. Protocol

7.1. The protocol ("Protocol") is an open source software developed by Pendulum to function as:

(a) a digital asset management tool for you as a holder of Supported Digital Assets to facilitate your self-management of Supported Digital Assets; and

(b) a digital asset deployment tool for you as a holder of Supported Digital Assets to self-deploy your Supported Digital Assets on transactions with other users of Protocol (any user of Protocol hereinafter termed "Protocol User") thereby facilitating Protocol User-to-Protocol User transactions in Supported Digital Assets ("Peer-to-Peer Transactions").

7.2. Protocol is developed and maintained by Pendulum who may modify Protocol or discontinue support for Protocol at any time, in Pendulum's sole discretion.

7.3. Protocol has been released by Pendulum as open-source software pursuant to Apache 2.0 ("Protocol Licence") and is not subject to the Interface Licence. For more information regarding the Protocol License applicable to your access and/or use of Protocol, please refer to Protocol documentation published at https://github.com/pendulum-chain/pendulum.

7.4. These Terms constitute terms applicable to your access and/or use of Protocol in addition to terms of Protocol Licence.

7.5. As all functions of Protocol (whether accessed for use via Interface or Alternative Access) are initiated by and under the control of you as a Protocol User, Pendulum has no control, and you as Interface User and/or Protocol User acknowledge and agree:

(a) that Pendulum has no control over any of your Supported Digital Assets that you elect to use Protocol for self-management and/or self-deployment of such Supported Digital Assets; and

(b) that Pendulum has rendered no advice and has made no recommendation in respect of your management and/or deployment of such Supported Digital Assets.

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8. Protocol Functions

8.1. To use the features of Protocol, you must first connect a Supported Wallet to Protocol via Interface or Alternative Access. Interface currently facilitates access to three (3) features of Protocol namely (a) _ Dashboard _; (b) _ Collators_; and (c) _ Governance_, each of which are described below and which are subject to such parameters as may be programmed into Protocol from time to time. In the event of any conflict between such parameters and the description below of such features, such parameters shall prevail.

8.2. Dashboard

(a) _ Dashboard_ is a Protocol feature that allows you as a Protocol User to consult your Supported Digital Assets’ balance.

(b) Supported Digital Asset’s balance represents a record of your deposit of Supported Digital Assets and entitlement to an amount of Supported Digital Assets equivalent to the Supported Digital Assets as deposited by you.

8.3. Collators : _ Collators_ is a feature that allows you to access the list of collators present on the network.

8.4. Governance : _ Governance_ provides a link to Polkassembly, a unified platform to discuss and vote on governance proposals, motions and referenda on the future of the Protocol.

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9. Representations & Warranties

9.1. In accessing and/or using the Interface and/or Protocol, you make the following representations and warranties:

(a) you are not prohibited and/or restricted under the laws of any jurisdiction applicable to you in relation to:

(i) your access and/or use Interface and/or Protocol; or

(ii) your holding, management and/or deployment of Supported Digital Assets that you are accessing and/or using Interface and/or Protocol to manage and/or deploy;

(b) you are the legal and beneficial owner of, or are authorized by the owner thereof to hold and/or deploy, the Supported Digital Assets that you are accessing and/or using Interface and/or Protocol to manage and/or deploy;

(c) you have the right and authority to do so, and are fully able and competent to enter into, and abide by and comply with, these Terms, Interface Licence, Protocol Licence and Privacy Policy;

(d) you are responsible for ensuring compliance with the laws of any jurisdiction applicable to you in relation to your access and/or use of Interface and Protocol and acknowledge and agree that Pendulum is not liable for your compliance or non-compliance with any such laws;

(e) you have not been previously suspended or removed from using the Protocol and your access and/or use of Interface and/or Protocol does not constitute, and that you do not expect it to result in, a breach, default, or violation of any applicable law or any contract or agreement to which you are a party or are otherwise bound;

(f) you are not an Excluded Person;

(g) you are not in an Excluded Jurisdiction, and are not accessing and/or using Interface and Protocol from an Excluded Jurisdiction;

(h) you will not, and will not attempt to, authorize anyone other than yourself to access and/or use Interface and/or Protocol using a Supported Wallet owned by you or a blockchain address for which you control the private keys, or otherwise engage in Prohibited Use (as defined below) of such Supported Wallet;

(i) you will not disrupt, interfere with, or otherwise adversely affect the normal flow or function of Interface and/or Protocol or otherwise act in a manner that may negatively affect other Interface Users and/or Protocol Users' experience when using Interface and/and Protocol, includes taking advantage of software vulnerabilities and any other act that intentionally abuses or exploits the design of Interface and/or Protocol; and

(j) you are knowledgeable in using and evaluating blockchain technologies and related blockchain-based digital assets, including Interface, Protocol, Supported Chains, Supported Digital Assets and Supported Wallets, and you have evaluated and understand the use of Interface and/or Protocol and have not relied on any information, statement, representation, or warranty, express or implied, made by or on behalf of Pendulum with respect to Interface and/or Protocol whether as regards the suitability, reliabili ty, security or otherwise of Interface and/or Protocol.

9.2. Each and all of your above representations and warranties are true, complete, accurate and not misleading from the time of your acceptance of these Terms and are deemed repeated each time you use Interface and/or Protocol.

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10. Excluded Person & Excluded Jurisdiction

10.1.  For purposes of these Terms, "Excluded Person" refers to the following person(s):

(a) a person who is a citizen, domiciled in, resident of, or physically present / located or otherwise have a relevant connection with an Excluded Jurisdiction;

(b) a body corporate:

(i)  which is incorporated in, or operates out of, an Excluded Jurisdiction; or

(ii) which is under the control of one or more individuals who is/are citizen(s) of, domiciled in, residents of, or physically present / located in, an Excluded Jurisdiction;

(c) an individual or body corporate accessing and/or using Interface and/or Protocol from within an Excluded Jurisdiction;

(d) an individual or body corporate included in United Nations Consolidated List (accessible at https://www.un.org/securitycouncil/content/un-sc-consolidated-list); and/or

(e) an individual or body corporate which is otherwise prohibited or ineligible in any way, whether in full or in part, under any laws applicable to such individual or body corporate from purchasing, acquiring and/or using Interface and Protocol.

10.2.  "Excluded Jurisdiction" refers to the following territories: 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 are prohibited are excluded from the distribution, possession and use of the Supported Digital Assets. Pendulum reserves the right to update the non-exhaustive list of Excluded Jurisdictions or Persons at any time in Pendulum’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 Pendulum 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.

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11. Prohibited Use

You shall not, directly or indirectly:

11.1.  access and/or use Interface and/or Protocol:

(a) in any dishonest or unlawful manner, for fraudulent or malicious activities, or in any manner inconsistent with these Terms;

(b) in violation of any law, rule, or regulation of any jurisdiction that is applicable to you; and/or

(c) in violation or breach of these Terms, Interface Licence, Protocol Licence and/or any other document from time to time governing you access and/or use of Interface and/or Protocol;

11.2. permit others to access Interface and Protocol through your wallet or a blockchain address you control or otherwise engage in transactions using Interface and Protocol for any person other than the Wallet owner;

11.3. perform, or attempt to perform, any actions that would interfere with the normal operation of Interface and/or Protocol or affect the use of Interface and/or Protocol by other Interface Users and/or Protocol Users;

11.4. engage in, or knowingly facilitate, any fraudulent, deceptive, or manipulative transaction activity in any Supported Digital Asset using Interface and/or Protocol;

11.5. engage in, or knowingly facilitate, any money laundering, terrorist financing, or other illegal activities using Interface and/or Protocol;

11.6. access or attempt to access non-public systems, programs, data, or services using Interface and/or Protocol;

11.7. copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of Interface and/or Protocol except as expressly permitted by applicable laws (including, but not limited to, using any deep linking, web crawlers, bots, spiders or other automatic devices, programmes, scripts, algorithms or methods, or any similar or equivalent manual processes to access, obtain, copy, monitor, replicate or bypass the Interface and/or Protocol);

11.8.  infringe any proprietary rights, including but not limited to copyrights, patents, trademarks or trade secrets of Pendulum;

11.9.  attempt to access any part or function of Interface and/or Protocol without authorization, or connect to Interface and/or Protocol or any other systems or networks by hacking, password mining or any other unlawful or prohibited means;

11.10. probe, scan or test the vulnerabilities of Interface and/or Protocol or any connected network, or violate any security or authentication measures on Interface and/or Protocol or any connected network; and/or

11.11. reverse engineer or attempt to reverse engineer Interface and/or Protocol except as expressly permitted by applicable law.

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12. Waivers

12.1.  You agree and acknowledge that neither Pendulum and/or any of its Affiliates shall be liable to you for any direct, 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 your access and/or use of Interface and/or Protocol.

12.2. For purposes of these Terms, "Affiliates" of an entity means the owners, directors, officers, employees, advisors, agents of such entity and companies in which such entity has an interest.

12.3. You undertake not to initiate or participate, and waive the right to participate in, any class action lawsuit or a class wide arbitration against Pendulum and/or its Affiliates in relation to your access and/or use of Interface and/or Protocol.

12.4. By accepting these Terms, you waive all rights, claims and/or causes of action (present or future) under law (including any tortious claims) or contract against Pendulum and its Affiliates in connection with your access and/or use of Interface and/or Protocol.

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13. Termination

13.1.  These Terms, Interface Licence and Protocol Licence will remain in full force and effect and be legally binding on you for so long as you access and/or use Interface and/or Protocol.

13.2.  Pendulum may restrict, suspend and/or terminate your access and/or use of (a) Interface including Interface Licence; and/or (b) Protocol (whether via Interface and/or Alternative Access) including Protocol Licence, at any time for any reason and to such extent at Pendulum's sole discretion.

13.3.  You acknowledge and agree that:

(a) neither Pendulum nor any of its Affiliates will have any liability whatsoever to you for any such restriction, suspension and/or termination or for any action taken by Pendulum and/or any of its Affiliates to implement such restriction, suspension and/or termination which can include blacklisting your Supported Wallet you use to access and/or use Interface and/or Protocol; and

(b) Sections 14 to 16 of these Terms shall remain in effect notwithstanding any such restriction, suspension and/or termination.

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14. Disclaimer

14.1.  Disclaimer in respect of Interface

In accessing and/or using Interface, you acknowledge and agree that:

(a) INTERFACE IS PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS BY PENDULUM, AND PENDULUM EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT.

(b) PENDULUM HAS NOT MADE AND MAKES NO REPRESENTATION, WARRANTY AND/OR CONDITION OF ANY KIND THAT INTERFACE WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE.

(c) TO THE EXTENT THAT APPLICABLE LAW REQUIRES OR IMPOSES ANY REPRESENTATION, WARRANTY AND/OR CONDITION WITH RESPECT TO YOUR ACCESS AND/OR USE OF INTERFACE, ALL SUCH REPRESENTATION, WARRANTY AND/OR CONDITION ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST ACCESS AND/USE BY YOU OF INTERFACE.

14.2.  Disclaimer in respect of Protocol

In accessing and/or using Protocol, you acknowledge and agree that:

(a) PROTOCOL IS PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS BY PENDULUM, AND PENDULUM EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT.

(b) PENDULUM HAS NOT MADE AND MAKES NO REPRESENTATION, WARRANTY AND/OR CONDITION OF ANY KIND THAT PROTOCOL WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE.

(c) TO THE EXTENT THAT APPLICABLE LAW REQUIRES OR IMPOSES ANY REPRESENTATION, WARRANTY AND/OR CONDITION WITH RESPECT TO YOUR ACCESS AND/OR USE OF PROTOCOL, ALL SUCH REPRESENTATION, WARRANTY AND/OR CONDITION ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST ACCESS AND/USE BY YOU OF PROTOCOL.

14.3. PENDULUM DOES NOT ENDORSE ANY THIRD PARTY AND SHALL NOT BE RESPONSIBLE IN ANY WAY FOR ANY TRANSACTIONS YOU ENTER INTO WITH ANY OTHER THIRD PARTY.

14.4. YOU ACKNOWLEDGE AND AGREE THAT NEITHER PENDULUM NOR ANY OT ITS AFFILIATES WILL BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY SORT INCURRED AS THE RESULT OF ANY INTERACTIONS BETWEEN YOU AND ANY THIRD PARTY.

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15. Limitation of Liability

15.1.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, INCLUDING LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE FOLLOWING LIMITATION MAY NOT APPLY TO YOU AND YOU MAY HAVE ADDITIONAL RIGHTS.

15.2.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PENDULUM AND/OR ANY OF ITS AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF YOUR ACCESS AND/OR OF INTERFACE AND/OR PROTOCOL. EVEN IF PENDULUM AND/OR ANY OF ITS AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE, EXCEPT TO THE EXTENT OF A FINAL JUDICIAL DETERMINATION THAT SUCH DAMAGES WERE A RESULT OF PENDULUM’S GROSS NEGLIGENCE, ACTUAL FRAUD, WILFUL MISCONDUCT OR INTENTIONAL VIOLATION OF LAW OR EXCEPT IN JURISDICTIONS THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, PENDULUM WILL NOT BE LIABLE TO ANY PERSON FOR ANY LOSS RESULTING FROM A CAUSE OVER WHICH PENDULUM DOES NOT HAVE CONTROL.

15.3.  YOU ACCESS TO AND/OR USE OF INTERFACE AND PROTOCOL IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.

15.4.  NEITHER PENDULUM NOR ANY OF ITS AFFILIATES SHALL BE LIABLE TO YOU FOR ANY LOSS OR DAMAGE ARISING OUT OF YOUR FAILURE TO KEEP YOUR PRIVATE KEYS OR LOGIN CREDENTIALS TO YOUR WALLET SECURE OR ANY OTHER UNAUTHORIZED ACCESS TO OR TRANSACTIONS INVOLVING YOUR WALLET.

15.5.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE LIABILITY OF PENDULUM AND ANY OF ITS AFFILIATES TO YOU FOR ANY CLAIM BY YOU FOR DAMAGES ARISING FROM OR RELATED TO YOUR ACCESS AND/OR USE OF THE INTERFACE AND/OR PROTOCOL:

(a) WHETHER PURSUANT TO THESE TERMS, INTERFACE LICENCE AND/OR PROTOCOL LICENCE; AND/OR

(b) WHETHER FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO USD100. THE EXISTENCE OF MORE THAN ONE CLAIM BY YOU WILL NOT ENLARGE THIS LIMIT.
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16. Indemnification

16.1.  You shall indemnify and hold Pendulum and its Affiliates ("Indemnified Party") harmless, including costs and attorneys' fees, from any loss, claim or demand made due to or arising out of:

(a) your access and/or use of Interface and Protocol;

(b) your violation of these Terms, Interface Licence and/or Protocol Licence; and

(c) your violation of laws or regulations applicable to your access and/or use of Interface and/or Protocol.

16.2.  The relevant Indemnified Party reserves the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to provide indemnification, and you agree to cooperate in the defence of these claims. You shall not settle any matter without the prior written consent of the relevant indemnified party or parties. The relevant Indemnified Party will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

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17. Taxes: You are solely responsible for determining the tax implications and tax reporting requirements associated with transactions you engage in using Interface and/or Protocol, and for paying any applicable taxes in each applicable jurisdiction. Neither Pendulum nor any of its Affiliates shall be responsible for determining whether there are tax implications in connection with transactions involving your use of Interface and/or Protocol, for reporting any such transactions, or for paying any applicable taxes.
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18. Potential Risks Associated with Use of Interface and/or Protocol

You acknowledge and agree to the following:

18.1.  Like all software, Interface and the Protocol may be subject to exploits, accordingly, neither Pendulum nor any of its Affiliates shall be responsible to you any such exploits or loss to you as a result of such exploits, whether foreseeable or not.

18.2.  While Pendulum has taken a number of precautions to ensure the security of Interface and Protocol respectively, the technology constituting Interface and Protocol and their interaction, is relatively new and it is not possible to guarantee that the code is completely free from bugs or errors.

18.3.  You accept all risks that arise from your access and/or use of Interface and/or Protocol, including, and not limited to, the risk of any of your Supported Digital Assets being lost due to a failure or exploit of Interface and/or Protocol.

18.4.  You are solely responsible for securing the private keys associated with any Supported Wallet you use when accessing and/or using Interface and Protocol.

18.5.  You understand that anyone who obtains your private keys to your Supported Wallet and/or access to your device containing such private keys, may access your Supported Wallet controlled with those private keys with or without your authorization and may transfer any Supported Digital Assets accessible through your Supported Wallet.

18.6.  In choosing to access and/or use Interface and Protocol, you do so on your own initiative and at your own risk, and you are responsible for complying with all applicable local laws, rules and regulations relating to your access and/or use of Interface and/or Protocol.

18.7.  Support for Interface and Protocol may be modified or discontinued at any time and, Pendulum reserves the right, at any time, in Pendulum's sole discretion, to modify and/or cease support for Interface and/or Protocol.

18.8.  In the event of a change to a Supported Chain, or other network disruption, resulting in a fork of such existing Supported Chain into one (or more) additional blockchains, Interface and/or Protocol may not support activity related to any new digital assets created as a result of the fork. In addition, in the event of a fork, transactions on such Supported Chain may be disrupted, including transactions involving Interface and/or Protocol and such Supported Chain.

18.9.  A Supported Chain may charge a fee for engaging in a transaction on such Supported Chain, which fee may fluctuate over time depending on a variety of factors, and you are solely responsible for paying transaction fees associated with transactions you engage in on such Supported Chain using Interface and/or Protocol and are also solely responsible for any other third-party fees that may be incurred in connection with your access and/or use of Interface and/or Protocol.

18.10. Any links to third party websites or platforms from Interface and/or Protocol does not imply endorsement by Pendulum of any product, service, information or disclaimer presented therein, nor does Pendulum guarantee the accuracy of the information contained on them. If you suffer loss from using such third party product and service, Pendulum will not be liable for such loss. In addition, since Pendulum has no control over the terms of use or privacy policies of third-party websites or platforms, you should carefully read and understand those policies.
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19. Electronic Communications with Pendulum

19.1. The communications between you and Pendulum use electronic means, either through Interface, or electronic mail, or whether Pendulum communicates by posting notices on Interface, or communicates with you via email.

19.2. For contractual purposes, you:

(a) consent to receive communications from Pendulum in any electronic form; and

(b) acknowledge and agree that all terms and conditions, agreements, notices, disclosures, and other communications that Pendulum provides to you electronically satisfy any legal requirement that would also be satisfied if such communications were to be in a hardcopy writing.
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20. General

20.1. Entire Terms

These Terms together with:

(a) Interface Licence constitute the entire agreement between you and Pendulum regarding your access and/use of Interface; and

(b) Protocol Licence constitute the entire agreement between you and Pendulum regarding your access and/use of Protocol.

Section titles in these Terms are for convenience only and have no legal or contractual effect. The word "including" means "including without limitation."

20.2.  Severability: If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

20.3.  Relationship of Parties: Pendulum is an independent contractor but not an agent of you in the performance of these Terms. Nothing contained in these Terms will be deemed to be construed by you and Pendulum as creating a partnership, agency relationship, association, franchise or joint venture between you, Pendulum and/or any of its Affiliates.

20.4.  Assignment

(a) These Terms, and your rights thereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Pendulum's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

(b) Pendulum may freely assign these Terms and their respective rights thereunder.

20.5. Changes

(a) Unless otherwise required by applicable laws, these Terms, Interface Licence and Protocol Licence are subject to occasional revision.

(b) If Pendulum makes any such revision and to the extent such revision be substantial, you will be notified of such revision and accept the updated Terms when you next access and/use Interface and/or Protocol.

(c) Such revision shall be effective upon your acceptance of the updated Terms, and in any event, your continued access and/use of Interface and/or Protocol following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by such revision.

20.6. Waiver

(a) A waiver by Pendulum of any right or remedy under these Terms shall only be effective if it is in writing, executed by a duly authorized representative of Pendulum and shall apply only to the circumstances for which it is given.

(b) Failure of Pendulum to exercise or enforce any right or remedy under these Terms shall not operate as a waiver of such right or remedy, nor shall it prevent any future exercise or enforcement of such right or remedy, and no single or partial exercise of any right or remedy shall preclude or restrict the further exercise of any such right or remedy or other rights or remedies.

20.7.  No Professional Advice or Advertisement

(a) All information provided on Interface and/or Protocol is for informational purposes only and should not be construed as professional advice. Pendulum does not provide investment advice or investment recommendations and no communication, through Interface, Protocol or in any other medium, should not be considered as a substitute for tailored investment advice or construed as advice or recommendation.

(b) The information and descriptions contained in Interface and/or Protocol are not to be construed as an offering memorandum, advertisement or prospectus. Accordingly, this information is not intended to be a complete description of all terms, exclusions and conditions applicable to Interface and/or Protocol. Interface, Protocol and any information or materials contained in them do not constitute the distribution, an offer or solicitation of any kind to purchase or sell any product, security or instrument whatsoever nor should they be construed as providing any type of investment or other advice or recommendations by Pendulum, any of its Affiliates or third parties to any person in any jurisdiction where such distribution, offer, solicitation, purchase or sale would be unlawful under the laws of such jurisdiction. Moreover, Pendulum 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. Pendulum is not your broker, intermediary, agent, or advisor and has no fiduciary relationship or obligation to you in connection with any trades or other decisions or activities effected by you using Interface and/or Protocol.

(c) Investing in digital assets 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 dealing in digital assets. You understand and agree that the value of digital assets can be volatile, and Pendulum is not in any way responsible or liable for any losses you may incur by using or transferring digital assets in connection with Interface and/or Protocol. You should not take, or refrain from taking, any action based on any information contained on Interface and/or Protocol. Before you make any financial, legal, or other decisions involving Interface and/or Protocol, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate.

20.8.  Force Majeure: Pendulum has no liability to you if it is prevented from or delayed in performing its obligations or from carrying on its operation of Interface and/or Protocol, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, failure of a utility service or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation, or direction.

20.9.  Third Party Rights: No third party shall have any rights to enforce any terms contained herein.

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21. Governing Law and Jurisdiction

21.1.  The Terms, Interface Licence and/or Protocol Licence, and any dispute or claim arising out of or in connection with the subject matter or formation (including non-contractual disputes or claims) of the foregoing, shall be governed by and construed in accordance with the laws of the British Virgin Islands.

21.2.  You agree that any dispute or claim arising out of or in connection with the subject matter or formation (including non-contractual disputes or claims) of these Terms that is not resolved after good faith negotiations may be referred by you or Pendulum for final, binding resolution by arbitration under the arbitration rules of the British Virgin Islands International Arbitration Centre.

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