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Last Updated: May 2020
These Polymath TokenStudio Terms of Service are in addition to the Terms of Site Use (collectively, together with any other documents and additional terms expressly incorporated by reference, the “TokenStudio Terms”, “these Terms”) and apply to and govern your and your permitted users’ access to and use of the Ethereum based Polymath TokenStudio decentralized application (the “Polymath TokenStudio”) and the services and tools made available on the Polymath TokenStudio (collectively, the “Services” as further defined in Section 3.1 below). These Terms form the agreement between Polymath Inc. (“Polymath”, “we”, “us” and “our”) and you or the company or other legal entity you represent (“you” or “your”), and constitute a binding legal agreement. If you access the Services through your computer’s command line interface or other similar method, these TokenStudio Terms apply to you.
Please read these TokenStudio Terms carefully, as they govern your use of 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 the TokenStudio Terms or using the Services, you accept and agree to be bound by and to comply with these Terms. If you do not agree to the TokenStudio Terms, you must not access or use the Services.
For the purpose of these Terms, the following capitalized terms shall have the following meanings:
“Affiliate” 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.
“Applicable Law” 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, you, or the Services, or as otherwise duly enacted, enforceable by law, the common law or equity.
“Ether” 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.
“Ethereum Address” 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.
“Ethereum Blockchain” means the underlying blockchain infrastructure which the Polymath TokenStudio leverages to perform portions of the Services.
“Governmental Authority” includes any domestic or foreign federal, provincial or state, municipal, local or other governmental, regulatory, judicial or administrative authority.
“POLY” means the utility token on the Ethereum Blockchain at contract address 0x9992ec3cf6a55b00978cddf2b27bc6882d88d1ec that may be exchanged with Polymath in consideration of its performance of certain Services.
“Service Provider” means a third-party service provider that provide services, including, but not limited to, 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.
“Services” 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 as a part of the Services.
We reserve the right, in our sole discretion, to modify these TokenStudio 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 Services, you accept and agree to be bound to the modified terms. You agree to frequently review the TokenStudio 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 Services, and any of their contents, functionality and services.
3.1 Services - The primary purpose of the Services is to assist users with the configuration of their respective ST-20 Security Token. To accomplish this, Polymath makes certain services available, including, but not limited to (collectively, the “Services”):
3.1.1 The Polymath TokenStudio;
3.1.2 tools to reserve a ticker symbol to identify an ST-20 Security Token, on Polymath’s, and its Affiliates’, networks (the “Ticker Reservation Service”);
3.1.3 tools to create and configure an ST-20 Security Token (the “Token Creation Service”);
3.1.4 an online dashboard where users may procure services from Service Providers in connection with their ST-20 Security Token creation activities (the “Polymath Dashboard”);
3.1.5 an interface to whitelist and manage potential recipients of security tokens; and
3.1.6 tools to plan, schedule and monitor the minting and distribution of your ST-20 Security Token (the “Concierge”).
3.2 Usage Fees - We may charge fees to you (the “Usage Fees”) in consideration of your use of certain Services, including, but not limited to, the Ticker Reservation Service, the Token Creation Service, and the Concierge (each, a “Paid Service”). The details of the Usage Fees, including the amount of POLY each Paid Service costs, when Usage Fees apply and how they are calculated can be found in our Usage Fees schedule set out at https://polymath.zendesk.com/hc/en-us/articles/360007626613-Service-Fees. Polymath reserves the right to change the Usage Fees at any time, and will provide you with adequate notice of any such fee changes before they become effective.
3.3 Authorization - You are fully responsible for all acts or omissions relating to any access to your Ethereum Address through Polymath TokenStudio.
3.4 Ethereum Gas Charges - Some Services involve the use of the Ethereum Blockchain, which may require 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 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.
3.5 Taxes - The Usage Fees, and any other charges hereunder, are exclusive of any applicable sale, value-added, excise, withholding and other taxes. Between you and Polymath, 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.
3.6 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 Services 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 or any of its Affiliates.
3.7 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 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 Account.
3.8 No Broker, Legal or Fiduciary Relationship - Polymath 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.
4.1 User Account - You must have an account with us (a “Polymath Account”) in order to use the Services. During registration, in order to create a Polymath Account, we will ask you to provide certain information, including, but not limited to: your name, your email address and your Ethereum Address.
4.2 Your Responsibilities - As a condition to accessing or using the Services, you shall:
4.2.1 only use the Services for lawful purposes and in accordance with these Terms;
4.2.2 ensure that, at all times, all information that you provide for the Services, including the information in your Polymath Account, is current, complete and accurate; and
4.2.3 maintain the security and confidentiality of your Polymath Account and Ethereum Address.
4.3 Unacceptable Use or Conduct - As a condition to accessing or using the Services, you will not:
4.3.1 violate any Applicable Law, including, without limitation, any relevant and applicable anti-money laundering and anti-terrorist financing regimes, such as the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and the Trading with the Enemy Act of 1917 (United States), each as may be amended;
4.3.2 infringe on or misappropriate any contract, intellectual property or other third-party right, or commit a tort while using the Services;
4.3.3 use the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Services, or that could damage, disable, overburden, or impair the functioning of the Services in any manner;
4.3.4 attempt to circumvent any content filtering techniques or security measures that Polymath employs for the Services, or attempt to access any service or area of the Services that you are not authorized to access;
4.3.5 use the Services to pay for, support, or otherwise engage in any illegal gambling activities, fraud, money-laundering, or terrorist activities, or other illegal activities;
4.3.6 use any robot, spider, crawler, scraper, or other automated means or interface not provided by us, to access the Services or to extract data;
4.3.7 use or attempt to use another user’s Polymath Account without authorization;
4.3.8 introduce any malware, virus, Trojan horse, worm, logic bomb, drop-dead device, backdoor, shutdown mechanism or other harmful material into the Services;
4.3.9 provide false, inaccurate, or misleading information;
4.3.10 post content or communications using the Services that are, in our sole discretion, libelous, defamatory, profane, obscene, pornographic, sexually explicit, indecent, lewd, vulgar, suggestive, harassing, hateful, threatening, offensive, discriminatory, bigoted, abusive, inflammatory, fraudulent, deceptive or otherwise objectionable;
4.3.11 post content using the Services containing unsolicited promotions, political campaigning, or commercial messages or any chain messages or user content designed to deceive or trick the user of the Service;
4.3.12 use the Services from a jurisdiction that we have, in our sole discretion, or a relevant Governmental Authority has determined is a jurisdiction where the use of the Services is prohibited; or
4.3.13 encourage or induce any third party to engage in any of the activities prohibited under this Section 4.3.
4.4 Your Assumption of Risks - You represent and warrant that you:
4.4.1 have the necessary technical expertise and ability to review and evaluate the security, integrity and operation of any ST-20 Security Tokens that you decide to interact with;
4.4.2 have the knowledge, experience, understanding, professional advice and information to make your own evaluation of the merits, risks and applicable compliance requirements under Applicable Law of any security token activity you engage in;
4.4.3 know, understand and accept the risks associated with your Ethereum Address, the Ethereum Blockchain, Ether, POLY and ST-20 Security Tokens;
4.4.4 accept the risk of creating ST-20 Security Tokens via the Services, and are responsible for conducting your own independent analysis of the risks specific to your ST-20 Security Tokens and your use of the Services; and
4.4.5 understand and accept that the Services are software applications consisting of code subject to flaws and that you acknowledge that you are solely responsible for evaluating any code provided and for evaluating the functioning of any Services accessed without any liability to Polymath .
4.5 Your Polymath Account Activities - You acknowledge and agree that you will be bound by, and hereby authorize Polymath 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 Account, regardless of whether such access is authorized or unauthorized. You further acknowledge and agree that Polymath will not be liable for any of its actions that you have authorized it to take.
4.6 Your Content - 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, and ST-20 Security Token details (collectively, “Your Content”) through your use of the Services, including, without limitation, for promoting Polymath (or its Affiliates) or the Services. 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.
5.1 Conversion Price Determination - As an extension of Services provided under this Agreement, Polymath may offer a service where, if the purchase price for a ST-20 Security Token is not paid in the same currency or cryptocurrency in which the ST-20 Security Tokens are denominated, the Polymath TokenStudio platform 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 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 transaction pricing purposes.
5.2 Price Updating - The Service may query Price Information on a periodic basis and rely upon and apply the price so determined for transactions that occur prior to the next update 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 transactions. In the event that the Price Information is not updated, for reasons of volatility or any other reason: (a) the Service 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 purchase transactions received after that time limit involving the subject currency or cryptocurrency will not be completed.
5.3 Disclaimers and Limitations of Liability - Provision of access to Price Information and associated currency conversion calculations as part of the Services provided through the Polymath TokenStudio platform does not constitute an advertisement, solicitation, negotiation, offer, acceptance or any other involvement by Polymath as an agent or intermediary in any offering. You expressly acknowledge and agree that the Price Information is provided by third party service providers and not by Polymath, 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.
5.4 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 Services. 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.
7.1 Ownership of Services - Excluding any open source software (as further described in Section 7.2) or third-party software that the Services incorporate, as between you and Polymath, Polymath owns the Services, including all technology, content and other materials used, displayed or provided on or in connection with the Services (including all intellectual property rights subsisting therein).
7.2 Polymath Licence; Open Source Software Licence; Limitations - The source-code for our Services are governed by the source-code licence available on our github repository (https://github.com/PolymathNetwork/polymath-apps). and any other applicable licensing terms for the Services in these Terms (collectively, the “Polymath Licence”). You acknowledge that 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 Services; (b) use the Services for time-sharing or service bureau purposes; or (c) otherwise use the Services in a manner that violates the Polymath Licence or any other Open-Source Licences.
7.3 Trademarks - Any of Polymath’s product or service names, logos, and other marks used in or as a part of the Services, including Polymath’s name and logo are trademarks owned by Polymath, its Affiliates or its applicable licensors. You may not copy, imitate or use them without Polymath’s (or the applicable licensor’s) prior written consent.
8.1 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.
8.2 No Liability - 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 Services.
8.3 Effect of Termination - In the event we terminate your Polymath Account or your complete access to the Services, we may delete or suspend your Polymath Account and all related information and files in such account.
8.4 Survival - In addition to the provisions from the Terms of Site Use that survive termination, the following provisions will survive any termination of your Polymath Account or your access to 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 9-16.
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 Account or any Services. You agree that we may provide our Communications to you by posting them on our site or by emailing them to you at the email address linked to your Polymath 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 transfer of your ST-20 Securities Tokens to recipients; (c) any Ethereum Blockchain assets associated with your Ethereum Address; (d) any feedback or user content you provide when accessing the Services, 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 (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 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.
12.1 To the maximum extent permitted under Applicable Law, 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 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 Services are correctable or will be correctable.
12.2 You acknowledge that your data 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.
12.3 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 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 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 Usage Fees paid by you to us for the Services in the twelve (12) month period immediately preceding the event giving rise to the claim for liability.
The interpretation and enforcement of these Terms, and any dispute related to these Terms 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, the courts located in Toronto, Canada will have exclusive jurisdiction. You waive any objection to venue in any such courts.
16.1 Remedies - Any right or remedy of Polymath set forth in these Terms is in addition to, and not in lieu of, any other right or remedy whether described in these Terms, and terms incorporated by reference herein, under Applicable Law, at law or in equity.
16.2 Affiliates and Contractors - 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.
16.3 Non-waiver - Our failure or delay in exercising any right, power, or privilege shall not operate as a waiver thereof.
16.4 Severability - 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.
16.5 Force Majeure - We will have no responsibility or liability for any failure or delay in performance 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.
16.6 Assignment - You may not assign or transfer any right to use your Polymath Account 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.
16.7 Headings - Headings of sections are for convenience only and shall not be used to limit or construe such sections.
16.8 Entire Agreement; Order of Precedence - These Terms contain the entire agreement, and supersede all prior and contemporaneous understandings between the parties regarding the Services. In the event of any conflict between these Polymath TokenStudio Terms of Service and the Terms of Site Use, the provisions herein will control unless the Terms of Site Use or another agreement between us specifically identifies any provision herein and declares that such provision is superseded.