What are you looking to do with Polymath?
Last Updated: July 31, 2018
These terms and conditions of use, together with any documents and additional terms they expressly incorporate by reference (collectively, these “Terms”), are entered into between Polymath Studios Inc. (“Polymath Studios”, “we”, “us” and “our”) and you or the company or other legal entity you represent (“you” or “your”), and constitute a binding legal agreement.
Please read these Terms carefully, as these Terms govern your use of our Portal and our Services, and expressly cover your rights and obligations, and our disclaimers and limitations of legal liability, relating to such use. By clicking “I agree” to these Terms, you accept and agree to be bound by and to comply with these Terms. If you do not agree to these Terms, you must not access or use this Portal or the Services.
You must be able to form a legally binding contract online either on behalf of a company or as an individual. Accordingly, you represent that: (a) if you are agreeing to these Terms on behalf of a company or other legal entity, you have the legal authority to bind the company or other legal entity to these Terms; and (b) you are at least 18 years old (or the age of majority where you reside, whichever is older), can form a legally binding contract online, and have the full, right, power and authority to enter into and to comply with the obligations under these Terms.
For the purpose of these Terms, the following capitalized terms shall have the following meanings:
means, with respect to a party to these Terms, any legal entity that, directly or indirectly controls, is controlled by, or is under common control with such party.
means any domestic or foreign law, rule, statute, regulation, by-law, order, protocol, code, decree, or other directive, requirement or guideline, published or in force which applies to or is otherwise intended to govern or regulate any person, property, transaction, activity, event or other matter, including any rule, order, judgment, directive or other requirement or guideline issued by any Governmental Authority having jurisdiction over Polymath Studios, you, the Portal or the Services, or as otherwise duly enacted, enforceable by law, the common law or equity.
means the Ethereum Blockchain utility token that may be used to purchase computational resources to run decentralized applications or perform actions on the Ethereum Blockchain.
means the unique public key cryptocurrency identifier that points to an Ethereum-compatible wallet to which Ether, POLY or a ST-20 Security Token may be sent or stored.
means the underlying blockchain infrastructure which the Portal leverages to perform portions of the Services.
includes any domestic or foreign federal, provincial or state, municipal, local or other governmental, regulatory, judicial or administrative authority.
means the utility token on the Ethereum Blockchain at contract address 0x9992ec3cf6a55b00978cddf2b27bc6882d88d1ec that may be exchanged with Polymath Studios, through the Portal, in consideration of its performance of certain Services.
means the Polymath Studios site located at https://polymath.network, and all associated sites linked thereto by Polymath Studios and its Affiliates, which includes, for certainty, Polymath Studios’ decentralized application layer on the Ethereum Blockchain.
means a third-party service provider that may provide STO-related services, including, but not limited to, STO advisory services, verification screening, and legal compliance services.
Service Provider Content
has the meaning set out in Section 3.6.
Service Provider Engagement
has the meaning set out in Section 3.6.
has the meaning set out in Section 3.1.
ST-20 Security Token
means a token using the ST-20 standard, which may be issued through the Portal as a part of the Services.
means a security token offering through the use of smart contracts on the Ethereum Blockchain.
We reserve the right, in our sole discretion, to modify these Terms from time to time. Any and all such modifications are effective immediately upon posting. By clicking “I Agree” to any modified Terms or by continuing to access or use the Portal or the Services, you accept and agree to be bound to the modified Terms. You agree to frequently review the Terms to ensure that you are aware of any such modified Terms and that you understand the terms and conditions that apply to your access to and use of the Portal and the Services, and any of their contents, functionality and services.
ServicesThe primary purpose of the Portal is to assist its users with the creation of their respective ST-20 Security Token and STO. To accomplish this, Polymath Studios makes certain services available on the Portal, including, but not limited to (collectively, the “Services”):
tools to reserve a ticker symbol to identify an ST-20 Security Token, which you issue as a part of an STO created through the Portal, on Polymath Studios’, and its Affiliates’, networks (the “Ticker Reservation Service”);
tools to create and configure an ST-20 Security Token (the “Token Creation Service”);
an online dashboard where users may procure STO-related services from Service Providers (the “Polymath Dashboard”);
an interface to whitelist and manage potential investors of a particular STO;
tools to plan and schedule an STO using the ST-20 standard and to monitor the status of such STO (the “STO Concierge”).
We may charge fees to you (the “Service Fees”) in consideration of your use of certain Services, including, but not limited to, the Ticker Reservation Service, the Token Creation Service, and the STO Concierge (each, a “Paid Service”). The details of the Service Fees, including the amount of POLY each Paid Service costs, when Service Fees apply and how they are calculated can be found in our Service Fees schedule set out at https://polymath.zendesk.com/hc/en-us/articles/360007626613-Service-Fees . Polymath Studios reserves the right to change the Service Fees at any time, and will provide you with adequate notice of any such fee changes before they become effective.
Payment and Authorization
You are responsible for paying any Service Fees that you owe to Polymath Studios. You further acknowledge and agree that you are fully responsible for all acts or omissions relating to any access to your Ethereum Address through the Portal.
Ethereum Gas Charges
Some Services involve the use of the Ethereum Blockchain, which may require that you to pay a fee, commonly known as “Ethereum Gas Charges”, for the computational resources required to perform a transaction on the Ethereum Blockchain. You acknowledge and agree that Polymath Studios has no control over: (a) any Ethereum Blockchain transactions; (b) the method of payment of any Ethereum Gas Charges; or (c) any actual payments of Ethereum Gas Charges. Accordingly, you must ensure that you have a sufficient balance of Ether stored at your Ethereum Address to complete any transaction on the Ethereum Blockchain before initiating such Ethereum Blockchain transaction. We will make reasonable efforts to notify you of any Ethereum Gas Charges before initiating any Services that require the use of the Ethereum Blockchain.
The Service Fees, and any other charges hereunder, are exclusive of any applicable sale, value-added, excise, withholding and other taxes. Between you and Polymath Studios, you will be solely responsible for paying any such taxes applicable to the consideration payable under these Terms, as may be required under Applicable Law.
Without limiting the generality of the foregoing, you shall be responsible for paying any applicable goods and services tax/harmonized sales tax (“GST/HST”) imposed under Part IX of the Excise Tax Act (Canada), value-added, use, transfer and other similar taxes (together with GST/HST, “Sales Taxes”) applicable to the consideration payable under these Terms, and all such Sales Taxes shall be payable in Canadian dollars. Polymath Studios is registered for GST/HST purposes under Part IX of the Excise Tax Act (Canada) and its registration number is 759050081RT0001. If any payment made by you as the result of a breach, modification or termination of these Terms is deemed by the Excise Tax Act (Canada) to include GST/HST, or is deemed by any applicable provincial or territorial legislation to include a similar value-added or multi-staged tax, the amount of such payment shall be increased accordingly.
Polymath Dashboard; Service Providers
For your convenience, and solely in connection with the Polymath Dashboard, Service Providers may publish content in the Polymath Dashboard (“Service Provider Content”). We accept no responsibility for your use of any Service Provider Content or any services procured by a Service Provider from the Polymath Dashboard. Any relationship between you and a Service Provider arising from your use of the Portal shall be exclusively by and between you and such Service Provider (each, a “Service Provider Engagement”). For certainty, a Service Provider, providing services to you under a Service Provider Engagement, will not be deemed an agent or broker to, or employee, representative, independent contractor or subcontractor of, Polymath Studios or any of its Affiliates.
Conditions and Restrictions
We may, at any time and in our sole discretion, restrict your access to, or otherwise impose conditions or restrictions upon your use of, the Services or the Portal without prior notice. For example, we may restrict access or certain transaction requests from certain locations if we have a reasonable suspicion of fraud, diminished capacity, inappropriate activity or a dispute in connection with your Polymath Studios Account.
No Broker, Legal or Fiduciary Relationship
Polymath Studios is not your broker, lawyer, intermediary, agent, or advisor and has no fiduciary relationship or obligation to you regarding: (a) any services that you procure from a Service Provider; or (b) any other decisions or activities that you effect when using the Services. Neither our communications nor any information that we provide to you is intended as, or shall be considered or construed as, advice.
You must have an account with us on the Portal (a “Polymath Studios Account”) in order to use the Services. During registration, in order to create a Polymath Studios Account, we will ask you to provide certain information, including, but not limited to: your name, your email address and your Ethereum Address.
As a condition to accessing or using the Services or the Portal, you shall:
only use the Services and the Portal for lawful purposes and in accordance with these Terms;
ensure that, at all times, all information that you provide on the Portal, including the information in your Polymath Studios Account, is current, complete and accurate; and
maintain the security and confidentiality of your Polymath Studios Account and Ethereum Address.
Unacceptable Use or Conduct
As a condition to accessing or using the Portal or the Services, you will not:
Your Assumption of Risks
You represent and warrant that you:
Your Polymath Studios Account Activities
You acknowledge and agree that you will be bound by, and hereby authorize Polymath Studios to accept and rely on, any agreements, instructions, orders, authorizations and any other actions made, provided or taken by anyone who has accessed or used your Polymath Studios Account, regardless of whether such access is authorized or unauthorized. You further acknowledge and agree that Polymath Studios will not be liable for any of its actions that you have authorized it to take.
You hereby grant to us a royalty-free, fully paid-up, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, copy, modify, create derivative works of, display, perform, publish and distribute, in any form, medium or manner, your organization’s name, STO, and ST-20 Security Token (collectively, “Your Content”) through your use of the Services or the Portal, including, without limitation, for promoting Polymath Studios (or its Affiliates), the Services or the Portal. You represent and warrant that: (a) you own Your Content or have the right to grant the rights and licenses in these Terms; and (b) Your Content and our use of Your Content, as licensed herein, does not and will not violate, misappropriate or infringe on any third party’s rights.
Conversion Price Determination
As an extension of Services provided under this Agreement, Polymath Studios may offer a service where, if the purchase price for a ST-20 Security Token in a STO is not paid in the same currency or cryptocurrency in which the ST-20 Security Tokens are denominated, the Portal may query and rely upon designated independent price information feeds (“Price Information”), as selected and determined by us in our sole discretion, in order to determine the current price of the currency or cryptocurrency so paid and thus the aggregate value of the purchase price so paid, and apply the value so determined in establishing the effective purchase amount received by the relevant STO smart contract for purposes of calculating the quantity of ST-20 Security Tokens purchased. The Price Information so determined shall be applied exactly as received and there shall be no markup, discount, charge or fee applied to such Price Information for STO transaction pricing purposes.
The Portal may query Price Information on a periodic basis and rely upon and apply the price so determined for STO transactions that occur prior to the next updated query. In the event that the Price Information received discloses unusual price volatility, by exceeding a 20% change in price (plus or minus) over a time block of three hours or less from the preceding Price Information, that most recent Price Information will be ignored and the immediately preceding Price Information will continue to be relied upon as the current effective price for STO transactions. In the event that the Price Information is not updated, for reasons of volatility or any other reason: (a) the Portal may change to a different designated independent Price Information feed or may establish manually a reasonable good faith current price that shall constitute the Price Information, until such time as the original Price Information can be queried and updated; or (b) if such non-updated state continues for any period of time of six hours or more, then any STO purchase transactions received after that time limit involving the subject currency or cryptocurrency will not be completed.
Disclaimers and Limitations of Liability
Provision of access to Price Information and associated currency conversion calculations as part of the Services provided through the Portal does not constitute an advertisement, solicitation, negotiation, offer, acceptance or any other involvement by Polymath Studios as an agent or intermediary in any STO. You expressly acknowledge and agree that the Price Information is provided by third party service providers and not by Polymath Studios, and the Price Information is provided on an “AS IS” basis, at your sole risk. We make no warranty, express or implied, to you concerning the Price Information or with respect to any data or information that we may provide in connection with the Price Information. We expressly disclaim any implied warranties of merchantability or fitness for a particular purpose, including any warranty for the use or the results of the use of the Price Information with respect to its correctness, quality, accuracy, completeness, reliability, performance, timeliness, continued availability or otherwise. We are not responsible for maintaining the source of the Price Information or for supplying any corrections concerning the Price Information. We have no duty or obligation to verify, correct, complete or update any information displayed in the Price Information. We are not soliciting any action based upon use of the Price Information. You agree you will use such Price Information solely for the purposes set forth in this Agreement, and that such Price Information is proprietary to us and any such provider and you will not retransmit or disclose such data or information to third parties except as required by Applicable Law or regulation.
We, together with our Affiliates, and our and our Affiliates’ respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers or contractors shall have no liability, contingent or otherwise, to you or to third parties, as a result of the correctness, quality, accuracy, security, completeness, reliability, performance, timeliness, pricing or continued availability of the Price Information or lack thereof, nor as a result of delays or omissions of the Price Information, nor as a result of the failure of any connection or communication service to provide or maintain your access to Price Information, nor as a result of any interruption in or disruption of your access or any erroneous communications via or in connection with the Portal. You are solely responsible for any losses, damages or costs resulting from your reliance on any data or information that we may provide in connection with your use of the Price Information.
Ownership of Services
Excluding any open source software (as further described in Section 7.2) or third-party software that the Portal or the Services incorporates, as between you and Polymath Studios, Polymath Studios owns the Portal and the Services, including all technology, content and other materials used, displayed or provided on the Portal or in connection with the Services (including all intellectual property rights subsisting therein).
Polymath Licence; Open Source Software Licence; Limitations
The Portal and the Services are governed by the most recent version of the open source licence commonly known as the “MIT Licence”, a copy of which (as it applies to the Portal and the Services) can be found at:https://github.com/PolymathNetwork/polymath-core/blob/master/LICENSE and>https://github.com/PolymathNetwork/polymath-issuer/blob/master/LICENSE(as of the date these Terms were last updated) and any other applicable licensing terms for the Portal and the Services in these Terms (collectively, the “Polymath Licence”). You acknowledge that the Portal or the Services may use, incorporate or link to certain open-source components and that you will comply with any applicable open-source licences that govern any such open-source components (collectively, “Open-Source Licences”). Without limiting the generality of the foregoing, you may not: (a) resell, lease, lend, share, distribute or otherwise permit any third party to use the Portal or the Services; (b) use the Portal or the Services for time-sharing or service bureau purposes; or (c) otherwise use the Portal or the Services in a manner that violates the Polymath Licence or any other Open-Source Licences.
Any of Polymath Studios’ product or service names, logos, and other marks used in the Portal or as a part of the Services, including Polymath Studio's name and logo are trademarks owned by Polymath Studios, its Affiliates or its applicable licensors. You may not copy, imitate or use them without Polymath Studios’ (or the applicable licensor’s) prior written consent.
Changes to Services
We may, at our sole discretion, from time to time and without prior notice to you, modify, suspend or disable, temporarily or permanently, the Services, in whole or in part, for any reason whatsoever, including, but not limited to, as a result of a security incident.
We will not be liable for any losses suffered by you resulting from any modification to any Services or from any suspension or termination, for any reason, of your access to all or any portion of the Portal or the Services.
Effect of Termination
In the event we terminate your Polymath Studios Account or your complete access to the Portal or the Services, we may delete or suspend your Polymath Studios Account and all related information and files in such account.
The following sections will survive any termination of your Polymath Studios Account or your access to the Portal or the Services, regardless of the reasons for its expiration or termination, in addition to any other provision which by law or by its nature should survive: Sections 2, 3.3, 3.5, 3.7, 3.8, 4, 5, 6, 7, 8.3, 8.4, and 9-17.
You consent to receive all communications, agreements, documents, receipts, notices, and disclosures electronically (collectively, our “Communications”) that we provide in connection with this Agreement, your Polymath Studios Account or any Services. You agree that we may provide our Communications to you by posting them on the Portal or by emailing them to you at the email address linked to your Polymath Studios Account. You should maintain copies of our Communications by printing a paper copy or saving an electronic copy. You may also contact our support team to request additional electronic copies of our Communications by filing a support request at https://polymath.zendesk.com/hc/en-us/requests/new.
You will defend, indemnify, and hold harmless us, our Affiliates, and our and our Affiliates’ respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers and contractors (collectively, “Indemnified Parties”) from any claim, demand, lawsuit, action, proceeding, investigation, liability, damage, loss, cost or expense, including without limitation reasonable attorneys’ fees, arising out of or relating to (a) your use of, or conduct in connection with, the Services or your ST-20 Security Tokens; (b) the offering of your ST-20 Securities Tokens to potential investors of a particular STO; (c) any Ethereum Blockchain assets associated with your Ethereum Address; (d) any feedback or user content you provide to the Portal, if any; (e) your violation of these Terms; or (f) your infringement or misappropriation of the rights of any other person or entity. If you are obligated to indemnify any Indemnified Party, Polymath Studios (or, at its discretion, the applicable Indemnified Party) will have the right, in its sole discretion, to control any action or proceeding and to determine whether Polymath Studios wishes to settle, and if so, on what terms.
As we are not a party to any of your Service Provider Engagements, we make no representations, conditions, warranties or guarantees about any of your Service Provider Engagements or any services provided under any of your Service Provider Engagements. Accordingly, and for greater certainty, as between you and us, we hereby expressly disclaim, and you hereby waive any rights to, any warranties of any kind, whether express or implied, legal, statutory or otherwise, arising out of: (a) any Service Provider Engagement; (b) any services (including the delivery thereof) or advice that a Service Provider provides to you pursuant to a Service Provider Engagement; (c) any Service Provider Content; (d) any payments made under a Service Provider Engagement; and (e) any transactions made to the Ethereum Blockchain by or on behalf of a Service Provider pursuant to a Service Provider Engagement that may affect the Services.
DISCLAIMER OF WARRANTIES
To the maximum extent permitted under Applicable Law, the Portal and the Services (and any of their content or functionality) provided by or on behalf of us are provided on an “AS IS” and “AS AVAILABLE” basis, and we expressly disclaim, and you waive, any representations, conditions or warranties of any kind, whether express or implied, legal, statutory or otherwise, or arising from statute, otherwise in law, course of dealing, or usage of trade, including, without limitation, the implied or legal warranties and conditions of merchantability, merchantable quality, quality or fitness for a particular purpose, title, security, availability, reliability, accuracy, quiet enjoyment and non-infringement of third party rights. Without limiting the foregoing, we do not represent or warrant that the Portal or the Services (including any data relating thereto) will be uninterrupted, available at any particular time or error-free. Further, we do not warrant that errors in the Portal or the Service are correctable or will be correctable.
You acknowledge that your data on the Portal may become irretrievably lost or corrupted or temporarily unavailable due to a variety of causes, and agree that, to the maximum extent permitted under Applicable Law, we will not be liable for any loss or damage caused by denial-of-service attacks, software failures, viruses or other technologically harmful materials (including those which may infect your computer equipment), protocol changes by third party providers, Internet outages, force majeure event or other disasters, scheduled or unscheduled maintenance, or other causes either within or outside our control.
The disclaimer of implied warranties contained herein may not apply if and to the extent such warranties cannot be excluded or limited under the Applicable Law of the jurisdiction in which you reside.
In no event shall we (together with our Affiliates, including our and our Affiliates’ respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers or contractors) be liable for any incidental, indirect, special, punitive, consequential or similar damages or liabilities whatsoever (including, without limitation, damages for loss of data, information, revenue, goodwill, profits or other business or financial benefit) arising out of or in connection with the Portal and the Services (and any of their content and functionality), any performance or non-performance of the Services, your Ether, POLY, ST-20 Security Tokens or any other product, service or other item provided by or on behalf of us, whether under contract, tort (including negligence), civil liability, statute, strict liability or under any other theory of liability, and whether or not we have been advised of, knew of or should have known of the possibility of such damages and notwithstanding any failure of the essential purpose of these Terms or any limited remedy hereunder.
In no event shall our aggregate liability (together with our Affiliates, including our and our Affiliates’ respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers or contractors) arising out of or in connection with the Portal and the Services (and any of their content and functionality), any performance or non-performance of the Services, your Ether, POLY, ST-20 Security Tokens or any other product, service or other item provided by or on behalf of us, whether under contract, tort (including negligence), civil liability, statute, strict liability or other theory of liability exceed the amount of Service Fees paid by you to us under these Terms in the twelve (12) month period immediately preceding the event giving rise to the claim for liability.
All disputes arising out of or in connection with this Agreement, or in respect of any legal relationship associated with or derived from this Agreement, shall be finally resolved by arbitration, under the Arbitration Rules of the ADR Institute of Canada, Inc. The number of arbitrators shall be three. The seat of arbitration shall be Toronto, Ontario. The language of the arbitration shall be English.
The interpretation and enforcement of these Terms, and any dispute related to these Terms, the Portal or the Services, will be governed by and construed and enforced in accordance with the laws of the province of Ontario and the laws of Canada, as applicable, without regard to conflict of law rules or principles (whether of Ontario and Canada or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. You agree that we may initiate a proceeding related to the enforcement or validity of our intellectual property rights in any court having jurisdiction. With respect to any other proceeding that is not subject to arbitration under these Terms, the courts located in Toronto, Canada will have exclusive jurisdiction. You waive any objection to venue in any such courts.
Any right or remedy of Polymath Studios set forth in these Terms is in addition to, and not in lieu of, any other right or remedy whether described in these Terms, under Applicable Law, at law or in equity.
Studios Affiliates and Contractors
The Portal and any of the Services may be operated or provided by us, our Affiliates, or our or our Affiliates’ respective subcontractors. To the extent that one of our Affiliates or subcontractors, is operating or providing any Services, the Affiliate or subcontractor’s provision of such Services will be under terms identical to these Terms, substituting the Affiliate or subcontractor’s name wherever we are referenced in these Terms.
Our failure or delay in exercising any right, power, or privilege under these Terms shall not operate as a waiver thereof.
The invalidity or unenforceability of any of these Terms shall not affect the validity or enforceability of any other of these Terms, all of which shall remain in full force and effect.
We will have no responsibility or liability for any failure or delay in performance of the Portal or any of the Services, or any loss or damage that you may incur, due to any circumstance or event beyond our control, including without limitation any flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, or equipment or software malfunction.
You may not assign or transfer any right to use your Polymath Studios Account, the Portal or the Services, or any of your rights or obligations under these Terms, without our prior written consent, including by operation of law or in connection with any change of control. We may assign or transfer any or all of our rights or obligations under these Terms, in whole or in part, without notice or obtaining your consent or approval.
Headings of sections are for convenience only and shall not be used to limit or construe such sections.
Entire Agreement; Order of Precedence
These Terms contain the entire agreement, and supersede all prior and contemporaneous understandings between the parties regarding the Portal and the Services. In the event of any conflict between these Terms and any other agreement you may have with us, these Terms will control unless the other agreement specifically identifies these Terms and declares that the other agreement supersedes these Terms.