These terms of use are entered into by and between you and Axicon Labs Limited, a British Virgin Islands Corporation and its affiliates and subsidiaries (collectively, “Panoptic,” “we,” “us,” and “our”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, “Terms of Use”), govern your access to and use of www.panoptic.xyz (the “Website”) and any applications, content, functionality, and services offered on or through the Website (collectively, the “Services”).

Please read the Terms of Use carefully before you start to use the Services. By using the Services or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use, including our Privacy Policy, found at “Privacy Policy” which is incorporated herein by reference and as amended from time to time. If you do not agree to these Terms of Use (including the Privacy Policy), you must not access or otherwise use the Services.

Please Note: These Terms of Use contain certain terms and other information which are important and impact your rights regarding the resolution of disputes, including a mandatory arbitration provision and a waiver of class action and jury trials. You should only access and use the Services if you fully agree with these terms.

BY USING THE SERVICES, YOU HEREBY AGREE THAT YOU ARE NOT A CITIZEN OF, LOCATED IN, INCORPORATED IN OR OTHERWISE HAVE A REGISTERED OFFICE IN (I) THE UNITED STATES OF AMERICA (A “US PERSON”) OR (II) CUBA, IRAN, MYANMAR (BURMA), NORTH KOREA, SYRIA, THE REGIONS OF CRIMEA, DONETSK OR LUHANSK, OR ANY OTHER COUNTRY OR REGION THAT IS THE SUBJECT OF COMPREHENSIVE COUNTRY-WIDE OR REGION-WIDE ECONOMIC SANCTIONS BY THE UNITED STATES OF AMERICA, CANADA, THE UNITED KINGDOM, OR THE EUROPEAN UNION (COLLECTIVELY, “SANCTIONED TERRITORIES”). YOU ALSO HEREBY AGREE THAT YOU ARE NOT THE SUBJECT OF ECONOMIC OR TRADE SANCTIONS ADMINISTERED OR ENFORCED BY ANY GOVERNMENTAL AUTHORITY OR OTHERWISE DESIGNATED ON ANY LIST OF PROHIBITED OR RESTRICTED PARTIES (TOGETHER WITH ANY PERSON OR ENTITY FROM A SANCTIONED TERRITORY, A “SANCTIONED PERSON”). IF YOU ARE A US PERSON OR A SANCTIONED PERSON DO NOT USE THE SERVICES OR ATTEMPT TO USE A VIRTUAL PRIVATE NETWORK OR OTHER TECHNOLOGY TO CIRCUMVENT THE RESTRICTIONS SET FORTH HEREIN.

USE OF A VIRTUAL PRIVATE NETWORK (VPN) TO ACCESS THE SERVICES IS EXPRESSLY PROHIBITED. YOU ACKNOWLEDGE AND AGREE THAT YOU WILL NOT USE A VPN OR SIMILAR TECHNOLOGY TO ACCESS OR USE THE SERVICES IN ANY WAY. WE RESERVE THE RIGHT TO RESTRICT OR DISCONTINUE YOUR ACCESS TO AND USE OF THE SERVICES IN THE EVENT WE KNOW OR HAVE REASON TO SUSPECT YOU ARE USING A VPN FOR SUCH ACCESS OR USE.

The Services are intended only for access and use by individuals at least eighteen (18) years old (or the age of majority in the applicable user’s jurisdiction). By accessing or using any of the Services, you represent and warrant that you are at least eighteen (18) years of age (or the age of majority in your jurisdiction) with the full authority, right, and capacity to enter into this agreement and abide by all of the terms and conditions of these Terms of Use. If you are not at least eighteen (18) years old (or the age of majority in your jurisdiction), you are prohibited from both the access and usage of the Services.

Changes to the Terms of Use

We may change these Terms of Use to reflect: (a) changes in applicable laws; (b) regulatory or security requirements; (c) relevant guidance or codes of practice; (d) technical alterations to the Services; (e) improvements for clarity and consistency; or (f) any other reason within our sole discretion. If changes are made to these Terms of Use, we will update the date listed for “Last Modified” at the top of these Terms of Use. We will treat your continued use of the Services as acceptance of any changes made to the Terms of Use from the previous version. If you do not agree with the changes, you should stop using the Services.

Accessing the Services and Account Security

We reserve the right to withdraw or amend the Services, and any service or material we provide through the Services, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Services is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Services, or the entirety of the Services, to users, including registered users.

To access the Services or some of the resources offered by the Services, you may be asked to provide certain registration details or other information. At any time deemed necessary by Panoptic, you agree to (a) provide us with the information we request for the purposes of identity verification, providing services to you, and the detection of money laundering, terrorist financing, fraud, or any other financial crimes, and (b) permit us to keep a record of such information. It is a condition of your use of the Services that all the information you provide through the Services is correct, current, and complete. You agree to keep us updated if any of the information you provide changes. You agree that all information you provide to register with the Services or otherwise, including, but not limited to, through the use of any interactive features of the Services, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy. This consent is not related to, and does not affect, any rights or obligations we or you have in accordance with data protection laws, privacy laws, and regulations. You can withdraw your consent at any time by discontinuing your use of the Services. However, we may retain and continue to process your personal information if we reasonably believe it is necessary in order to comply with laws or regulations. You authorize us to make inquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you and/or us against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such inquiries. When we carry out these inquiries, you acknowledge and agree that your personal information may be disclosed to credit reference and fraud prevention or financial crime agencies and that these agencies may respond to our inquiries in full. This is an identity check only and should have no adverse effect on your credit rating. We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process, or governmental request.

If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Services or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. We assume no responsibility for any loss that you may sustain due to compromise of any login credentials you have in connection with the Services due to no fault of Panoptic.

We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use or applicable law.

Digital Wallet

In order to use the Services, you may be asked to connect a digital asset wallet. Custody and title to the digital assets held in your digital wallet shall at all times remain with you and shall not transfer to Panoptic. As the owner of such digital assets, you shall bear all risk of loss of such digital assets. We shall have no liability for fluctuations or loss in such digital assets. You retain sole responsibility for any loss of private keys associated with your digital wallet.

Intellectual Property Rights

The Services and their entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Panoptic, its licensors, or other providers of such material and are protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Services for your lawful use only. You must not copy, reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material of the Services, except that your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Services in breach of the Terms of Use, your right to use the Services will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Services or any content of the Services is transferred to you, and all rights not expressly granted are reserved by Panoptic. Any use of the Services not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

Trademarks

The Panoptic name, the Panoptic logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Panoptic or its affiliates or licensors. You must not use such marks without the prior written permission of Panoptic. All other names, logos, product and service names, designs, and slogans on the Website or otherwise displayed through the Services are the trademarks of their respective owners.

Copyrights

If you believe that your copyrighted material has been copied or otherwise used or displayed in a way that constitutes copyright infringement, you may contact us at legal@panoptic.xyz to report such activities.

Prohibited Uses

You may not reproduce, resell, or distribute the Services or any data generated by the Services for any purpose unless we have granted you express permission. You may not offer or enable any third party to use the Services, display on a website or otherwise publish the Services or any content obtained on the Services or otherwise use the Services for the development, production or marketing of a service substantially similar to the Services.

You may use the Services only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Services:

1. In any way that violates or assists you in violating any applicable national or international law, rule, statute, regulation, by-law, order, protocol, code, decree, or other directive, requirement, or guideline, including, without limitation, any of the foregoing relating to anti-money laundering, anti-terrorism, and anti-corruption.
2. For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content or otherwise.
3. To transfer or otherwise use cryptocurrency, blockchain-based assets or other digital assets that do not legally belong to you or for which you are not otherwise authorized to transfer or otherwise use.
4. If you are a US person or a Sanctioned Person or to otherwise transact with a US Person or a Sanctioned Person.
5. In violation of any applicable laws, rules or regulations relating to the integrity of trading markets.
6. To engage in improper or abusive trading practices.
7. To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
8. To impersonate or attempt to impersonate Panoptic, a Panoptic employee, another user, or any other person or entity.
9. In any way that infringes upon the rights of others, or in any way is illegal, threatening, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity.
10. To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by us, may harm or offend Panoptic or users of the Services or expose them to liability.

Additionally, you agree not to:

1. Use the Services in any manner that could disable, overburden, damage, or impair the Services or interfere with any other party’s use of the Services, including their ability to engage in real time activities through the Services.
2. Modify, reverse engineer, decompile, prepare derivative works of, disassemble or otherwise attempt to gain access to the source code of the Services.
3. Use any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any of the material on the Services.
4. Use any manual process to monitor or copy any of the material on the Services or for any other unauthorized purpose without our prior written consent.
5. Use any device, software, or routine that interferes with the proper working of the Services.
6. Introduce any viruses, trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful.
7. Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which the Services are stored, or any server, computer, or database connected to the Services.
8. Attack the Services via a denial-of-service attack or a distributed denial-of-service attack.
9. Otherwise attempt to interfere with the proper working of the Services.

Compliance with Laws

You represent and warrant that your use of the Services will comply with all applicable laws, rules and regulations, including, without limitation, data privacy and protection laws, anti-money laundering, anti-terrorism, anti-corruption, export control and economic sanctions laws and regulations. If you are subject to regulations and you use the Services, we will not be liable if the Services do not meet those requirements.

Use of the Services

You understand and agree that, from time to time, the Services may be unavailable, inaccessible or otherwise inoperable for any reason and that we do not provide any representations, warranties or guarantees regarding the availability or usability of the Services. We reserve the right to disable or modify your access to and use of the Services at any time if we suspect you have breached or are in breach of these Terms of Use. You acknowledge and agree that we may amend, modify, upgrade, disable, replace or discontinue some or all of the Services at any time and in our sole discretion without obligation or liability to you. To the extent not prohibited by applicable law, we do not owe you or any other parties a fiduciary duty or liability and we expressly disclaim any such duty or liability and you hereby irrevocably disclaim, waive and eliminate any such duty and/or liability. You are solely responsible for your use of the Services, including the reporting and paying of any taxes which may apply to or otherwise arise from your use of the Services. We are not responsible for any user of the Services or any interactions or transactions that you may have or undertake with any other user.

In connection with your use of the Services, unless expressly stated otherwise by us, you are required to pay all applicable fees, including fees necessary for interacting with the blockchain as well as any other fees reflected on the Services, which such fees may vary from time to time. Any pricing information included on the Services does not represent an offer, a solicitation of an offer, or any advice regarding, or recommendation to enter into, a transaction with us.

By using the Services, you are also solely responsible for the appropriate and proper filing of all applicable taxes and for any other tax implications arising from your use of the Services. We shall not be liable to you or any third party for any taxes that may apply due to your use of the Services and we will not pay any taxes on your behalf.

Links To Other Websites

The Services may contain links to third party web sites or services that are not owned or controlled by us.

We have no control over, and assume no responsibility for the content, privacy policies, or practices of any third party web sites or services. We do not warrant the offerings of any of these entities/individuals or their websites.

YOU ACKNOWLEDGE AND AGREE THAT PANOPTIC SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH USE OF OR RELIANCE ON ANY SUCH CONTENT, GOODS OR SERVICES AVAILABLE ON OR THROUGH ANY SUCH THIRD PARTY WEBSITES OR SERVICES.

WE STRONGLY ADVISE YOU TO READ THE TERMS OF SERVICE AND PRIVACY POLICIES OF ANY THIRD PARTY WEBSITES OR SERVICES THAT YOU VISIT.

No Professional or Fiduciary Duties

All information provided in connection with your access and use of the Services is for informational purposes only and should not be construed as professional, financial or legal advice. You should not take, or refrain from taking, any action based on any information contained on the Services or any other information that we make available at any time. Before you make any financial, legal, or other decisions involving the Services, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate. These Terms of Use are not intended to, and do not, create or impose any fiduciary duties on us. You further agree that the only duties and obligations that we owe you are those set out expressly in these Terms of Use.

Tax Obligations

You understand and agree that your use of the Services may result in certain tax consequences and obligations, including income or capital gains tax, value-added tax, goods and services tax, or sales tax. It is your sole responsibility to determine whether taxes apply to any transactions you initiate or receive through use of the Services and, if so, to report and/or remit the correct tax to the appropriate tax authority.

To extent information is provided to help assist you in completing your tax obligations, it is based solely on publicly-available data and you should work with tax professionals to ensure all information is accurate. We do not guarantee any accuracy, completeness or use for particular purpose in such information and fully disclaim all liabilities relating to your use of or reliance upon such information.

Assumption of Risk

By accessing and/or using the Services, you represent and warrant that you understand the inherent risks associated with cryptographic systems and blockchain-based networks, and other digital assets. We do not own or control the underlying software through which blockchain networks are formed or smart contracts are deployed, which software is typically open-source. You understand and agree that (a) we are not responsible for the operation of the software or the networks underlying the Services, (b) we do not guarantee the functionality, security or availability of the software or networks, (c) the underlying networks are subject to sudden changes that may materially impact the Services, and (d) we are not responsible for any such underlying networks or software or the impact these networks and software have on the Services. You alone are responsible for securing your passwords and private keys and losing control of these passwords and private keys may result in a permanent and irreversible denial of access to your digital assets. We will not be responsible for any such loss and we cannot retrieve such passwords or private keys if lost. The Services and your digital assets may be impacted by regulatory inquiries or actions or changes in law, which could impede or limit the ability for us to make the Services available. You hereby assume and agree that we will have no responsibility or liability for, the risks set forth herein or other risks inherent in the Services and/or any of the underlying technology relating thereto. You hereby irrevocable waive, release and discharge all claims, whether known or unknown to you, against us.

You acknowledge and agree that the buying and selling of cryptocurrencies and other digital assets involves significant risk. You should never trade more than you can afford to lose. Prices for cryptocurrencies and other digital assets are highly volatile and may gain or lose value at any time. Transactions involving cryptocurrencies and digital assets are irreversible. Carefully check all transaction details prior to completing any transaction involving cryptocurrencies or other digital assets. You acknowledge and agree that your use and ownership of cryptocurrencies and other digital assets is at your own risk. Further, you understand, acknowledge and agree that any cryptocurrencies or other digital assets stored in your digital wallet are not insured by the Federal Deposit Insurance Corporation, the Securities Investor Protection Corporation, the Financial Services Compensation Scheme or other government or private insurance entities.

Disclaimer Of Warranty

THESE SERVICES ARE PROVIDED BY PANOPTIC ON AN “AS IS” AND “AS AVAILABLE” BASIS. PANOPTIC MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SERVICES, OR THE INFORMATION, CONTENT OR MATERIALS INCLUDED THEREIN. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES, THE CONTENT, AND ANY SERVICES OR ITEMS OBTAINED FROM US IS AT YOUR SOLE RISK.

NEITHER PANOPTIC NOR ANY PERSON ASSOCIATED WITH PANOPTIC MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER PANOPTIC NOR ANYONE ASSOCIATED WITH PANOPTIC REPRESENTS OR WARRANTS THAT THE SERVICES, THEIR CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES OR THE SERVER THAT MAKES THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

PANOPTIC HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation Of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PANOPTIC (NOR PANOPTIC’S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES) BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OR LOSSES ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, YOUR ACCESS TO, DISPLAY ON, OR USE OF THE SERVICES OR WITH THE DELAY OR INABILITY TO ACCESS, DISPLAY, OR USE THE SERVICES (INCLUDING, BUT NOT LIMITED TO, ANY COMPUTER VIRUSES, INFORMATION, CONTENT, SUBMISSIONS, SOFTWARE, LINKED SITES, PRODUCTS, AND/OR SERVICES OBTAINED OR ACCESSED THROUGH THE SERVICES; OR OTHERWISE ARISING OUT OF THE ACCESS TO, DISPLAY ON, OR USE OF THE SERVICES) WHETHER BASED ON A THEORY OF NEGLIGENCE, CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Indemnification

You agree to indemnify and hold Panoptic and our affiliates, subsidiaries, and our and their officers, directors, managers, employees, agents, representatives, suppliers and contractors harmless from any losses, damages, judgments, fines and costs, including legal fees and expenses, in connection with any claims arising out of or relating to (a) your use of the Services, (b) your violation of any law, rule, statute, regulation, by-law, order, protocol, code, decree, or another directive, requirement, or guideline, (c) any misrepresentations by you, or (d) your breach of these Terms of Use.

Termination

We may terminate or suspend your account and bar access to the Services immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of these Terms of Use. Fees paid by you in relation to the Services are non-refundable. In the case of a cancellation for breach of these Terms of Use, fees will not be refunded. If terminated for any other reason we may or may not, at our sole discretion return any fees paid by or on behalf of you at the time of termination with or without reason or justification.

All provisions of these Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Governing Law

These Terms of Use shall be governed and construed in accordance with the laws of the British Virgin Islands without regard to its conflict of law provisions. You agree that we may initiate a proceeding related to the enforcement or validity of our intellectual property rights in any court having jurisdiction.

Our failure to enforce any right or provision of these Terms of Use will not be considered a waiver of those rights. If any provision of these Terms of Use is held to be invalid or unenforceable by a court, the remaining provisions of these Terms of Use will remain in effect. These Terms of Use constitute the entire agreement between us regarding our Services and supersede and replace any prior agreements we might have had between us regarding our Services.

Mandatory Arbitration

Any controversy between or among the parties, including those arising out of or relating to these Terms of Use, any claim arising from or relating to the use of the Services and any claim based on or arising from an alleged tort, shall at the request of any party shall be settled by final and binding arbitration between the parties administered by JAMS. The arbitration shall be conducted remotely, in the British Virgin Islands or a location mutually agreed between the parties. The arbitrator(s) shall give effect to statutes of limitation in determining any claim. Any controversy concerning whether an issue is arbitrable shall be determined by the arbitrator(s). Judgment upon the arbitration award may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuit of a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief.

Class Action and Jury Trial Waiver

All disputes, if any, must be brought against Panoptic in your individual capacity and not as a plaintiff in or member of any purported class action, collective action, private attorney general action, or other representative proceeding. This provision applies to class arbitration. You and we both agree to waive the right to demand a trial by jury.

Changes to the Services     

We reserve the right to withdraw or amend the Services, and any service or material we provide via the Services, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Services are unavailable at any time or for any period. From time to time, we may restrict access to some parts of our Services, or the entire Services, to users, including registered users.

Waiver and Severability

No waiver by Panoptic of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Panoptic to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of these Terms of Use will continue in full force and effect.

Contact Us

Please send your feedback, comments, requests for technical support: contact@panoptic.xyz