Pragma terms and conditions
Version 1.0
Effective 15/02/2024
These terms of service, together with any documents and additional terms they incorporate by reference (collectively, these “Terms”), are entered into between ZkPad SA (the “Foundation,” “we,” “us,” and “our”) and you or the company or other legal entity that you represent (“you” or “your”). Please read these Terms carefully as they govern your use of our site located at pragma.build and all associated sites (the “Website”) and our Services (defined below) and describe your rights and obligations and our disclaimers and limitations of legal liability. By accessing or using any part of the Website or the Services, you agree to become bound by the terms and conditions of these Terms. If you use the Services on behalf of a company, organization (including a decentralized autonomous organization or “DAO”) or other entity then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms, and (b) you agree to these Terms on the entity's behalf. If you do not agree to these Terms or do not have authority to bind your organization on whose behalf you are using the Services to these Terms, you must not access or use our Website or the Services. Please carefully review the disclosures and disclaimers set forth in Section 8 in their entirety before accessing the Website, our Services, or using any software developed by the Foundation. Please refer to our privacy policy available at pragma.build/privacyPolicy for information about how we collect, use, share and otherwise process information about you. In addition, you agree to comply with the Pragma Community Code of Conduct with respect to any interactions on or arranged through the Website. We reserve the right, in our sole discretion, to modify these Terms from time to time. If we make changes, we will provide you with notice of such changes using commercially reasonable means, such as by sending an email, providing a notice through the Website or our Services or updating the date at the top of these Terms. Unless we say otherwise in our notice, any modifications are effective immediately, and your continued use of the Website or our Services will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Services.
The Website enables users to access open source documentation, content, and services, including (without limitation) resources, data and computation services provided by decentralized networks of node operators that are selling usage of specific data via data feeds, APIs and various payment capabilities directly to smart contracts integrating Pragma software (Pragma Network”), and information and resources for the Pragma Network community (collectively such services, information, APIs, and resources related to the Pragma Network are referred to as the “Services”). Some Services offered by us or other participants in the Pragma Network require payment or otherwise involve the use of an underlying blockchain or other decentralized or permissioned infrastructure (“Distributed Ledger Technology”), which may require that you pay a fee, such as “gas” charges on the Ethereum network or other applicable blockchain network, for the computational resources required to perform a transaction on the particular Distributed Ledger Technology (such payments and fees, “Charges”). You acknowledge and agree that the Foundation has no control over any Distributed Ledger Technology transactions, the method of payment of any Charges, if applicable, or any actual payments of Charges, if applicable. Accordingly, you must ensure that you have a sufficient balance of the applicable Distributed Ledger Technology network tokens stored at your Distributed Ledger Technology-compatible wallet address (“Distributed Ledger Technology Address”) to complete any transaction on the Pragma Network or the Distributed Ledger Technology before initiating such a transaction.
To use the Website or Service, you must be able to form a legally binding contract online either on behalf of the entity on whose behalf that you are using the Website or Services, or as an individual if you are using the Website or the Services in your personal capacity. Accordingly, you represent that 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. Additionally, you represent and warrant that you are not a citizen or resident of a state, country, territory or other jurisdiction that is sanctioned or embargoed by the Cayman Islands, British Virgin Islands, Switzerland, the European Union or the United States (or if you are using the Website or Services on behalf of an entity, that such entity is not domiciled in any such territory) or where your use of the Website or the Services would be illegal or otherwise violate 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 domestic or foreign federal, provincial or state, municipal, local or other governmental, regulatory, judicial or administrative authority having jurisdiction over the Foundation, you, the Website or the Services, or as otherwise duly enacted, enforceable by law, the common law or equity (“Applicable Law”). As a condition to accessing or using the Services or the Website, you represent, warrant and agree that you: (i) will only use the Website and the Services for lawful purposes and in accordance with these Terms; (ii) will ensure that all information that you provide on the Website or for the Services is current, complete, and accurate; (iii) will maintain the security and confidentiality of access to your Distributed Ledger Technology Address; (iv) will identify and assess the accuracy, availability and quality of data that you choose to consume via the Pragma Network or the code you choose to run via the Pragma Network; and (v) agree (A) that no Protected Party (defined below) will be responsible for any loss or damage incurred as the result of any interactions you have with other users of the Website, Services or the Pragma Network, including the loss of any amount of the native utility future token of the Pragma Network (“Pragma Tokens”), any other tokens or other unit of value; and (B) if there is a dispute between you and any other site or other user, no Protected Party will be under any obligation to become involved. As a condition to accessing or using the Website or the Services, you represent, warrant and agree that you will not: (i) violate any Applicable Law, including, without limitation, any relevant and applicable anti-money laundering and anti-terrorist financing laws and any relevant and applicable privacy and data collection laws, in each case as may be amended from time to time; (ii) export, reexport, or transfer, directly or indirectly, any Foundation technology or Pragma Network data in violation of applicable export laws or regulations; (iii) infringe on or misappropriate any third-party intellectual property rights or other third-party rights, including any unauthorized use of data, breaches of Pragma Network third-party service provider terms, or committing a tort while using the Website or the Services; (iv) misrepresent the truthfulness, sourcing or reliability of any content on the Website or through the Services; (v) use the Website or Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Website, Services or the Pragma Network, or that could damage, disable, overburden, or impair the functioning of the Website, Services or the Pragma Network in any manner; (vi) attempt to circumvent any content filtering techniques or security measures that the Foundation employs on the Website or the Services, or attempt to access any service or area of the Website or the Services that you are not authorized to access; (vii) use any robot, spider, crawler, scraper, or other automated means or interface not provided by us, to access the Website or Services or to extract data; (viii) introduce any malware, virus, Trojan horse, worm, logic bomb, drop-dead device, backdoor, shutdown mechanism or other harmful material into the Website or the Services; (ix) post content or communications on the Website or through the Services (including User Content (as defined below)) 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 or in violation of the Pragma Community Code of Conduct; (x) post content on the Website or through 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; or (xi) encourage, induce or assist any third party to engage in any of the activities prohibited under these Terms. You represent and warrant that you: (i) have the necessary technical expertise and ability to review and evaluate the security, integrity and operation of any of Pragma future Tokens that you decide to acquire, sell or use; (ii) 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 Pragma future Token; and (iii) know, understand and accept the risks associated with your use of the Pragma Network, your Distributed Ledger Technology Address, the Distributed Ledger Technology, Pragma future Tokens and other network tokens, including the risk of mining attacks such as “double-spend attacks,” “majority mining power attacks,” “selfish-mining attacks,” “race condition attacks” and the risks identified in Section 14 below. The Pragma Network enables access to data from multiple sources and you acknowledge and agree that the accuracy, availability or quality of data provided via the Pragma Network may be impacted by various factors, including as a result of the underlying data being of low quality, volatile, or otherwise compromised at the data source.
Excluding any open source software or third-party software that the Website or the Services incorporates, as between you and Foundation, the Foundation owns the Website and the Services, including all technology, content and other materials used, displayed or provided on the Website (including all intellectual property rights), and hereby grants you a limited, revocable, non-transferable, license to access and use those portions of the Website and the Services that are proprietary to the Foundation in accordance with their intended uses and using their designated public interfaces. Certain of the Services are governed by the most recent version of the open source license, commonly known as the MIT License, and any other applicable licensing terms for the Website and the Services in these Terms (collectively, the “Foundation License”). You acknowledge that the Website, the Services or the Pragma Network may use, incorporate or link to certain open-source components and that your use of the Website, Services and/or the Pragma Network is subject to, and you will comply with any, applicable open-source licenses that govern any such open-source components (collectively, “Open-Source Licenses”). Without limiting the generality of the foregoing, you may not resell, lease, lend, share, distribute or otherwise permit any third party to use the Website or the Services or otherwise use the Website or the Services in a manner that violates the Foundation License or any other Open-Source Licenses. Any of the Foundation's product or service names, logos, and other marks used in the Website or as a part of the Services, including the Foundation's name and logo are trademarks owned by the Foundation or its applicable licensors. You may generally use the Foundation's name and logo to refer to the Foundation's mission and activities provided that it does not in any way suggest or imply partnership or collaboration with, sponsorship or approval by the Foundation. You may also indicate the relationship of your products and services to the Foundation's mission and activities by using an accurate descriptive term in connection with your product or service. You may not use the Foundation's name and logo in a manner that may cause confusion with others or result in genericization. The Foundation reserves its right to prohibit the use of the Foundation's marks by anyone at our sole discretion. Except as provided in the foregoing, you may not copy, imitate or use the Foundation's marks without the Foundation's (or the applicable licensor's) prior written consent. The Foundation will be free to use, disclose, reproduce, license, and otherwise distribute and exploit any suggestions, comments, or other feedback provided by you to the Foundation with respect to the Website or Services (“Feedback”) provided to it as it sees fit, entirely without obligation or restriction of any kind, on account of intellectual property rights or otherwise. The Website and the Services provide access to certain third-party websites (“External Sites”) that provide third-party services, including services provided by ZkPad SA, or one of its subsidiaries or affiliates (“Third Party Services”) solely as a convenience to you and not based on any affiliation with the External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator and reference the terms of use associated with such External Sites if you have any questions or concerns regarding such Third Party Services. We make no warranties or representations, express or implied, about such Third-Party Services. You acknowledge sole responsibility for and assume all risk arising from your use of any Third-Party Services.
The Website and the Services permit users to run certain code via the Pragma Network (“User Code”), distribute or publish certain data on-chain, streaming live and pre-recorded audio-visual works, to use services, such as chat, bulletin boards, forum or blog postings, wiki contributions and to participate in other activities in which you may create, post, transmit, perform, or store content, videos or other materials through the Website or the Services (collectively, “User Content”). All User Content must comport with these Terms and the Pragma Community Code of Conduct. If you submit User Code in connection with any Services, you hereby grant the Foundation, its affiliates and any third party Service Providers to the Pragma Network a worldwide, irrevocable, perpetual, non-exclusive, fully paid up and royalty-free right to use, reproduce or store such User Code solely for the purposes of (i) providing or performing the Services; (ii) distributing or promoting the Pragma Network and Services; and (iii) developing and improving the Pragma Network and the Services. If you submit, transmit, display, perform, post or store User Content using the Website, you grant the Foundation and its sublicensees, to the fullest extent and for the maximum duration permitted by Applicable Law (including in perpetuity if permitted under Applicable Law), an unrestricted, worldwide, irrevocable, fully sublicensable, non-exclusive, and royalty-free right to (a) use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such User Content in any form, format, media or media channels now known or later developed or discovered; and (b) use the name, identity, likeness and voice (or other biographical information) that you submit in connection with such User Content. Should such User Content contain the name, identity, likeness and voice (or other biographical information) of third parties, you represent and warrant that you have obtained the appropriate consents and/or licenses for your use of such features and that the Foundation and its sublicensees are allowed to use them to the extent indicated in these Terms. To the furthest extent permitted by Applicable Law, you hereby agree that the Foundation shall not be liable for any unauthorized copying, use or distribution of User Content by third parties and release and forever waive any claims you may have against the Foundation for any such unauthorized copying or usage of the User Content, under any theory. You are solely responsible for your User Code and User Content and the consequences of posting or publishing it on the Website or through the use of the Services. You represent and warrant that: (1) you are the creator and owner of the User Code or User Content or otherwise have sufficient rights and authority to grant the rights granted herein; (2) your User Code or User Content does not and will not (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right or (b) defame any other person; and (3) your User Code or User Content does not contain any viruses, adware, spyware, worms, or other harmful or malicious code. The Foundation reserves all rights and remedies against any users who breach these representations and warranties. Further, you agree that your User Content will comply with the guidelines issued by the U.S. Federal Trade Commission from time to time, as well as any other advertising guidelines required under applicable law. You are solely responsible for any endorsements or testimonials you make regarding any product or service through the Website.
The Pragma Network is intended to be decentralized and self-operating, with or without any Services provided by the Foundation. Accordingly, we may, at our sole discretion, from time to time and with or without prior notice to you, modify, suspend or disable, temporarily or permanently, the Services offered by the Foundation, in whole or in part, for any reason whatsoever, including, but not limited to, as a result of a security incident, your violation of these Terms or, in the Foundation's good faith judgment, such changes, suspension or termination are necessary for the protection of the Pragma Network. 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 Website or the Services. All of these terms will survive any termination of your access to the Website 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.
You consent to receive all communications, agreements, documents, receipts, notices, and disclosures electronically (collectively, our “Communications”) that we provide in connection with these Terms or any Services. You agree that we may provide our Communications to you by posting them on the Website or through the Services or by emailing them to you at the email address you provide in connection with using the Services. 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 legal@pragma.build .
You will defend, indemnify, and hold harmless the Foundation, our members, directors, officers, employees, attorneys, agents, representatives, suppliers, licensors and contractors (collectively, Protected 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 your use of, or conduct in connection with, the Website, Services, the Pragma Network or Pragma future Tokens, Distributed Ledger Technology assets associated with your Distributed Ledger Technology Address, any other digital assets, any Feedback or User Content; your violation of these Terms; your violation of Applicable Law or regulations; any claims made by or against the Protected Parties by other members of the organization or entity on whose behalf you may be using the Website or Services; or your infringement or misappropriation of the rights of any other person or entity. If you are obligated to indemnify any Protected Party, the Foundation (or, at its discretion, the applicable Protected Party) will have the right, in its sole discretion, to control any action or proceeding and to determine whether the Foundation wishes to settle, and if so, on what terms.
The Foundation seeks to encourage the continued growth and success of the Pragma Network as a public good. The Foundation does not operate a virtual currency or derivatives exchange platform or offer trade execution or clearing services and therefore has no oversight, involvement, or control with respect to your transactions, including Pragma future Token purchases and sales. You are responsible for complying with all laws and regulations applicable to your transactions, including, but not limited to, the Commodity Exchange Act and the regulations promulgated thereunder by the U.S. Commodity Futures Trading Commission (“CFTC”), and the federal securities laws and the regulations promulgated thereunder by the U.S. Securities and Exchange Commission (“SEC”). You understand that the Foundation is not registered or licensed by the CFTC, SEC or any financial regulatory authority. No financial regulatory authority has reviewed or approved the use of the open-source software utilized by the Pragma Network. The Website, the Services, and the Pragma open-source software do not constitute advice or a recommendation concerning any commodity, security or other asset. The Foundation is not acting as an investment adviser or commodity trading adviser to any person. The Foundation does not own or control the underlying software protocols that are used in connection with the Pragma future Tokens. In general, the underlying protocols are open-source and anyone can use, copy, modify, and distribute them. the Foundation is not responsible for the operation of the underlying protocols, and the Foundation makes no guarantee of their functionality, security, or availability. To the maximum extent permitted under Applicable Law, the Website 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 hereby 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 Website or the Services (including any related data) will be uninterrupted, available at any particular time or error-free. Further, we do not warrant that errors in the Website or the Service are correctable or will be corrected. You acknowledge that your User Code or User Content may be made public and your data on the Website or through the Services 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, misconduct by third-party service providers on the Pragma Network, viruses or other technologically harmful materials (including those which may infect your computer equipment), protocol changes by third party providers, Internet outages, force majeure events or other disasters, scheduled or unscheduled maintenance, or other causes either within or outside our control. The disclaimer of implied warranties contained in these Terms 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 will the Foundation, together with any Protected Party, be liable for any incidental, indirect, special, punitive, exemplary, 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 Website, the Services and the Pragma Network (and any of their content and functionality), any execution or settlement of a transaction, any performance or non-performance of the Services, your Distributed Ledger Technology assets, other digital assets, Pragma future Tokens or any other product, service or other item provided by or on behalf of a Protected Party, whether under contract, tort (including negligence), civil liability, statute, strict liability, breach of warranties, or under any other theory of liability, and whether or not any Protected Party has 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 nor is the Foundation in any way responsible for the execution or settlement of transactions between users of Pragma open-source software or the Pragma Network.
In no event will the Protected Parties' aggregate liability arising out of or in connection with the Website, the Services and the Pragma Network (and any of their content and functionality), any performance or non-performance of the Services, your Distributed Ledger Technology assets, other digital assets, Pragma future Tokens or any other product, service or other item provided by or on behalf of a Protected Party, whether under contract, tort (including negligence), civil liability, statute, strict liability or other theory of liability exceed the amount of 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.
To the extent permitted by applicable law, in consideration for being allowed to use the Website, the Services and/or the Pragma Network, you and all other members of the entity or organization on whose behalf you are using the Website or Services and/or the Pragma Network hereby release and forever discharge the Foundation and all Protected Parties from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Website, the Services and/or the Pragma Network (including any interactions with, or act or omission of, other Website or Pragma Network users or any third-party services). YOU HEREBY WAIVE ANY APPLICABLE PROVISION IN LAW OR REGULATION IN CONNECTION WITH THE FOREGOING, WHICH STATES IN SUBSTANCE: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
Please read the following section carefully because it requires you to arbitrate certain disputes and claims with the Foundation and limits the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. In addition, arbitration precludes you from suing in court or having a jury trial. You and the Foundation agree that any dispute arising out of or related to these Terms or our Services is personal to you and the Foundation and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding. Except for small claims disputes in which you or the Foundation seeks to bring an individual action in small claims court located in the county or other applicable jurisdiction where you reside or disputes in which you or the Foundation seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and the Foundation waive your rights to a jury trial and to have any dispute arising out of or related to these Terms or our Services resolved in court. Instead, for any dispute or claim that you have against the Foundation or relating in any way to the Services, you agree to first contact the Foundation and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to the Foundation by email at legal@pragma.build . The Notice must include your name, residence address, email address, and telephone number, describe the nature and basis of the claim and set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and the Foundation cannot reach an agreement to resolve the claim within thirty (30) days after such Notice is received, then either party may submit the dispute to binding arbitration administered by the American Arbitration Association (“AAA”), or, under the limited circumstances set forth above, in court. All disputes submitted to AAA will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in Geneva, Switzerland, in accordance with the AAA Consumer Arbitration Rules (“AAA Rules”). The most recent version of the AAA Rules are available on the AAA website and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the AAA Rules or waive your opportunity to read the AAA Rules and waive any claim that the AAA Rules are unfair or should not apply for any reason. You and the Foundation agree that the enforceability of this Section 12 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the AAA Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual's claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual. The arbitrator, the Foundation, and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including, but not limited to, all information gathered, prepared and presented for purposes of the arbitration or related to the disputes. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision. You and the Foundation agree that for any arbitration you initiate, you will pay the filing fee and the Foundation will pay the remaining AAA fees and costs. For any arbitration initiated by the Foundation, the Foundation will pay all AAA fees and costs. You and the Foundation agree that the courts of Geneva sitting in Switzerland have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. Any claim arising out of or related to these Terms or our Services must be filed within one year after such claim arose; otherwise, the claim is permanently barred, which means that you and the Foundation will not have the right to assert the claim. You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section 12 by emailing us at legal@pragma.build . In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration. If any portion of this Section 12 is found to be unenforceable or unlawful for any reason, the unenforceable or unlawful provision will be severed from these Terms, severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this Section 12 or the parties' ability to compel arbitration of any remaining claims on an individual basis under this Section 12, and to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims will be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 12 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 12 will be enforceable. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 12.
The interpretation and enforcement of these Terms, and any dispute related to these Terms, the Website or the Services, will be governed by and construed and enforced in accordance with the laws of Switzerland, as applicable, without regard to conflict of law rules or principles (whether of Switzerland 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 Geneva will have exclusive jurisdiction. You waive any objection to venue in any such courts.
You acknowledge the following serious risks to any use of the Website or the Services or the Pragma future Token and expressly agree to not hold any Protected Parties liable should any of the following risks occur:
Any right or remedy of the Foundation 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. Our failure or delay in exercising any right, power, or privilege under these Terms will not operate as a waiver thereof. The invalidity or unenforceability of any of these Terms will not affect the validity or enforceability of any other of these Terms, all of which will remain in full force and effect. We will have no responsibility or liability for any failure or delay in performance of the Website 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 the Website or the Services, or any of your rights or obligations under these Terms, without our express 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 will not be used to limit or construe such sections. These Terms contain the entire agreement and supersede all prior and contemporaneous understandings between the parties regarding the Website and the Services. If there is a 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.
Email: legal@pragma.build
© 2023 ZkPad Sa All rights reserved.
All trademarks, logos and service marks displayed on the Website and the Pragma Network are our property or the property of other third parties.
ZkPad SA (the “Foundation”) has developed these guidelines (“Guidelines”) to ensure that the Foundation trademarks and service marks (“Marks”) are properly displayed and used. As the owner of its Marks, the Foundation has exclusive rights to use its Marks and is obligated to prevent others from using its Marks inappropriately. If use of the Foundation's Marks is authorized, it is expected that you will comply in all respects with the requirements and conditions set forth in these Guidelines and in any other guidelines promulgated by the Foundation. Nothing contained in these Guidelines should be construed as granting, by implication, estoppel, or otherwise, any license or right in and to the Marks or other intellectual property owned by the Foundation. Unauthorized use of any of the Marks or the Foundation's other intellectual property may violate the law. All rights not expressly granted herein are reserved by the Foundation.
In order to ensure that you do not infringe on any the Marks, you must avoid doing any of the following without the prior written permission of the Foundation:
- Using a Mark in a manner that is likely to directly or indirectly imply either an affiliation with or an endorsement by the Foundation of specific products, goods, services, materials, courses, or programs.
- Using the Pragma logo or any Foundation logo in your materials.
- Using a Mark in a manner that is likely to confuse the public about the origin of products, goods, services, materials, courses, or programs.
- Using a mark similar enough to a Mark owned by the Foundation that it could be confused for a Foundation Mark (considering visual, phonetic and connotations of the marks).
- Altering, adapting, modifying, animating or morphing any Marks.
- Using the Foundation name or Marks as the visual focal point of any materials.
- Using a Mark in a manner that is likely to dilute, defame, disparage, or harm the reputation of the Foundation or the Pragma network.
The Foundation acknowledges that the use of Marks may be necessary to describe the subject matter of some materials, products, and/or programs. Consequently, the Foundation does allow descriptive uses of its Marks; however, the name of the Foundation and other Marks, may be used only when necessary to describe the subject matter of the materials, products, and/or programs. All uses must be accurate and descriptive in nature so there is no likelihood of confusion to the public.
To request permission to use a Pragma Mark, please contact us at legal@pragma.build.
These Guidelines are not intended to serve as legal advice. Should you have questions regarding your legal rights or duties, please consult your own attorney. Should you have further questions regarding the policies of the Foundation with respect to its Marks, please contact legal@pragma.build.
1. SERVICES
The Website enables users to access open source documentation, content, and services, including (without limitation) resources, data and computation services provided by decentralized networks of node operators that are selling usage of specific data via data feeds, APIs and various payment capabilities directly to smart contracts integrating Pragma software (Pragma Network”), and information and resources for the Pragma Network community (collectively such services, information, APIs, and resources related to the Pragma Network are referred to as the “Services”). Some Services offered by us or other participants in the Pragma Network require payment or otherwise involve the use of an underlying blockchain or other decentralized or permissioned infrastructure (“Distributed Ledger Technology”), which may require that you pay a fee, such as “gas” charges on the Ethereum network or other applicable blockchain network, for the computational resources required to perform a transaction on the particular Distributed Ledger Technology (such payments and fees, “Charges”). You acknowledge and agree that the Foundation has no control over any Distributed Ledger Technology transactions, the method of payment of any Charges, if applicable, or any actual payments of Charges, if applicable. Accordingly, you must ensure that you have a sufficient balance of the applicable Distributed Ledger Technology network tokens stored at your Distributed Ledger Technology-compatible wallet address (“Distributed Ledger Technology Address”) to complete any transaction on the Pragma Network or the Distributed Ledger Technology before initiating such a transaction.
2. YOUR REPRESENTATIONS AND WARRANTIES; CONDITIONS
To use the Website or Service, you must be able to form a legally binding contract online either on behalf of the entity on whose behalf that you are using the Website or Services, or as an individual if you are using the Website or the Services in your personal capacity. Accordingly, you represent that 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. Additionally, you represent and warrant that you are not a citizen or resident of a state, country, territory or other jurisdiction that is sanctioned or embargoed by the Cayman Islands, British Virgin Islands, Switzerland, the European Union or the United States (or if you are using the Website or Services on behalf of an entity, that such entity is not domiciled in any such territory) or where your use of the Website or the Services would be illegal or otherwise violate 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 domestic or foreign federal, provincial or state, municipal, local or other governmental, regulatory, judicial or administrative authority having jurisdiction over the Foundation, you, the Website or the Services, or as otherwise duly enacted, enforceable by law, the common law or equity (“Applicable Law”). As a condition to accessing or using the Services or the Website, you represent, warrant and agree that you: (i) will only use the Website and the Services for lawful purposes and in accordance with these Terms; (ii) will ensure that all information that you provide on the Website or for the Services is current, complete, and accurate; (iii) will maintain the security and confidentiality of access to your Distributed Ledger Technology Address; (iv) will identify and assess the accuracy, availability and quality of data that you choose to consume via the Pragma Network or the code you choose to run via the Pragma Network; and (v) agree (A) that no Protected Party (defined below) will be responsible for any loss or damage incurred as the result of any interactions you have with other users of the Website, Services or the Pragma Network, including the loss of any amount of the native utility future token of the Pragma Network (“Pragma Tokens”), any other tokens or other unit of value; and (B) if there is a dispute between you and any other site or other user, no Protected Party will be under any obligation to become involved. As a condition to accessing or using the Website or the Services, you represent, warrant and agree that you will not: (i) violate any Applicable Law, including, without limitation, any relevant and applicable anti-money laundering and anti-terrorist financing laws and any relevant and applicable privacy and data collection laws, in each case as may be amended from time to time; (ii) export, reexport, or transfer, directly or indirectly, any Foundation technology or Pragma Network data in violation of applicable export laws or regulations; (iii) infringe on or misappropriate any third-party intellectual property rights or other third-party rights, including any unauthorized use of data, breaches of Pragma Network third-party service provider terms, or committing a tort while using the Website or the Services; (iv) misrepresent the truthfulness, sourcing or reliability of any content on the Website or through the Services; (v) use the Website or Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Website, Services or the Pragma Network, or that could damage, disable, overburden, or impair the functioning of the Website, Services or the Pragma Network in any manner; (vi) attempt to circumvent any content filtering techniques or security measures that the Foundation employs on the Website or the Services, or attempt to access any service or area of the Website or the Services that you are not authorized to access; (vii) use any robot, spider, crawler, scraper, or other automated means or interface not provided by us, to access the Website or Services or to extract data; (viii) introduce any malware, virus, Trojan horse, worm, logic bomb, drop-dead device, backdoor, shutdown mechanism or other harmful material into the Website or the Services; (ix) post content or communications on the Website or through the Services (including User Content (as defined below)) 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 or in violation of the Pragma Community Code of Conduct; (x) post content on the Website or through 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; or (xi) encourage, induce or assist any third party to engage in any of the activities prohibited under these Terms. You represent and warrant that you: (i) have the necessary technical expertise and ability to review and evaluate the security, integrity and operation of any of Pragma future Tokens that you decide to acquire, sell or use; (ii) 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 Pragma future Token; and (iii) know, understand and accept the risks associated with your use of the Pragma Network, your Distributed Ledger Technology Address, the Distributed Ledger Technology, Pragma future Tokens and other network tokens, including the risk of mining attacks such as “double-spend attacks,” “majority mining power attacks,” “selfish-mining attacks,” “race condition attacks” and the risks identified in Section 14 below. The Pragma Network enables access to data from multiple sources and you acknowledge and agree that the accuracy, availability or quality of data provided via the Pragma Network may be impacted by various factors, including as a result of the underlying data being of low quality, volatile, or otherwise compromised at the data source.
3. PROPRIETARY RIGHTS
Excluding any open source software or third-party software that the Website or the Services incorporates, as between you and Foundation, the Foundation owns the Website and the Services, including all technology, content and other materials used, displayed or provided on the Website (including all intellectual property rights), and hereby grants you a limited, revocable, non-transferable, license to access and use those portions of the Website and the Services that are proprietary to the Foundation in accordance with their intended uses and using their designated public interfaces. Certain of the Services are governed by the most recent version of the open source license, commonly known as the MIT License, and any other applicable licensing terms for the Website and the Services in these Terms (collectively, the “Foundation License”). You acknowledge that the Website, the Services or the Pragma Network may use, incorporate or link to certain open-source components and that your use of the Website, Services and/or the Pragma Network is subject to, and you will comply with any, applicable open-source licenses that govern any such open-source components (collectively, “Open-Source Licenses”). Without limiting the generality of the foregoing, you may not resell, lease, lend, share, distribute or otherwise permit any third party to use the Website or the Services or otherwise use the Website or the Services in a manner that violates the Foundation License or any other Open-Source Licenses. Any of the Foundation's product or service names, logos, and other marks used in the Website or as a part of the Services, including the Foundation's name and logo are trademarks owned by the Foundation or its applicable licensors. You may generally use the Foundation's name and logo to refer to the Foundation's mission and activities provided that it does not in any way suggest or imply partnership or collaboration with, sponsorship or approval by the Foundation. You may also indicate the relationship of your products and services to the Foundation's mission and activities by using an accurate descriptive term in connection with your product or service. You may not use the Foundation's name and logo in a manner that may cause confusion with others or result in genericization. The Foundation reserves its right to prohibit the use of the Foundation's marks by anyone at our sole discretion. Except as provided in the foregoing, you may not copy, imitate or use the Foundation's marks without the Foundation's (or the applicable licensor's) prior written consent. The Foundation will be free to use, disclose, reproduce, license, and otherwise distribute and exploit any suggestions, comments, or other feedback provided by you to the Foundation with respect to the Website or Services (“Feedback”) provided to it as it sees fit, entirely without obligation or restriction of any kind, on account of intellectual property rights or otherwise. The Website and the Services provide access to certain third-party websites (“External Sites”) that provide third-party services, including services provided by ZkPad SA, or one of its subsidiaries or affiliates (“Third Party Services”) solely as a convenience to you and not based on any affiliation with the External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator and reference the terms of use associated with such External Sites if you have any questions or concerns regarding such Third Party Services. We make no warranties or representations, express or implied, about such Third-Party Services. You acknowledge sole responsibility for and assume all risk arising from your use of any Third-Party Services.
4. USER CODE AND USER CONTENT
The Website and the Services permit users to run certain code via the Pragma Network (“User Code”), distribute or publish certain data on-chain, streaming live and pre-recorded audio-visual works, to use services, such as chat, bulletin boards, forum or blog postings, wiki contributions and to participate in other activities in which you may create, post, transmit, perform, or store content, videos or other materials through the Website or the Services (collectively, “User Content”). All User Content must comport with these Terms and the Pragma Community Code of Conduct. If you submit User Code in connection with any Services, you hereby grant the Foundation, its affiliates and any third party Service Providers to the Pragma Network a worldwide, irrevocable, perpetual, non-exclusive, fully paid up and royalty-free right to use, reproduce or store such User Code solely for the purposes of (i) providing or performing the Services; (ii) distributing or promoting the Pragma Network and Services; and (iii) developing and improving the Pragma Network and the Services. If you submit, transmit, display, perform, post or store User Content using the Website, you grant the Foundation and its sublicensees, to the fullest extent and for the maximum duration permitted by Applicable Law (including in perpetuity if permitted under Applicable Law), an unrestricted, worldwide, irrevocable, fully sublicensable, non-exclusive, and royalty-free right to (a) use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such User Content in any form, format, media or media channels now known or later developed or discovered; and (b) use the name, identity, likeness and voice (or other biographical information) that you submit in connection with such User Content. Should such User Content contain the name, identity, likeness and voice (or other biographical information) of third parties, you represent and warrant that you have obtained the appropriate consents and/or licenses for your use of such features and that the Foundation and its sublicensees are allowed to use them to the extent indicated in these Terms. To the furthest extent permitted by Applicable Law, you hereby agree that the Foundation shall not be liable for any unauthorized copying, use or distribution of User Content by third parties and release and forever waive any claims you may have against the Foundation for any such unauthorized copying or usage of the User Content, under any theory. You are solely responsible for your User Code and User Content and the consequences of posting or publishing it on the Website or through the use of the Services. You represent and warrant that: (1) you are the creator and owner of the User Code or User Content or otherwise have sufficient rights and authority to grant the rights granted herein; (2) your User Code or User Content does not and will not (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right or (b) defame any other person; and (3) your User Code or User Content does not contain any viruses, adware, spyware, worms, or other harmful or malicious code. The Foundation reserves all rights and remedies against any users who breach these representations and warranties. Further, you agree that your User Content will comply with the guidelines issued by the U.S. Federal Trade Commission from time to time, as well as any other advertising guidelines required under applicable law. You are solely responsible for any endorsements or testimonials you make regarding any product or service through the Website.
5. CHANGES; SUSPENSION; TERMINATION
The Pragma Network is intended to be decentralized and self-operating, with or without any Services provided by the Foundation. Accordingly, we may, at our sole discretion, from time to time and with or without prior notice to you, modify, suspend or disable, temporarily or permanently, the Services offered by the Foundation, in whole or in part, for any reason whatsoever, including, but not limited to, as a result of a security incident, your violation of these Terms or, in the Foundation's good faith judgment, such changes, suspension or termination are necessary for the protection of the Pragma Network. 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 Website or the Services. All of these terms will survive any termination of your access to the Website 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.
6. ELECTRONIC NOTICES
You consent to receive all communications, agreements, documents, receipts, notices, and disclosures electronically (collectively, our “Communications”) that we provide in connection with these Terms or any Services. You agree that we may provide our Communications to you by posting them on the Website or through the Services or by emailing them to you at the email address you provide in connection with using the Services. 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 legal@pragma.build .
7. INDEMNIFICATION
You will defend, indemnify, and hold harmless the Foundation, our members, directors, officers, employees, attorneys, agents, representatives, suppliers, licensors and contractors (collectively, Protected 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 your use of, or conduct in connection with, the Website, Services, the Pragma Network or Pragma future Tokens, Distributed Ledger Technology assets associated with your Distributed Ledger Technology Address, any other digital assets, any Feedback or User Content; your violation of these Terms; your violation of Applicable Law or regulations; any claims made by or against the Protected Parties by other members of the organization or entity on whose behalf you may be using the Website or Services; or your infringement or misappropriation of the rights of any other person or entity. If you are obligated to indemnify any Protected Party, the Foundation (or, at its discretion, the applicable Protected Party) will have the right, in its sole discretion, to control any action or proceeding and to determine whether the Foundation wishes to settle, and if so, on what terms.
8. DISCLOSURES; DISCLAIMERS
The Foundation seeks to encourage the continued growth and success of the Pragma Network as a public good. The Foundation does not operate a virtual currency or derivatives exchange platform or offer trade execution or clearing services and therefore has no oversight, involvement, or control with respect to your transactions, including Pragma future Token purchases and sales. You are responsible for complying with all laws and regulations applicable to your transactions, including, but not limited to, the Commodity Exchange Act and the regulations promulgated thereunder by the U.S. Commodity Futures Trading Commission (“CFTC”), and the federal securities laws and the regulations promulgated thereunder by the U.S. Securities and Exchange Commission (“SEC”). You understand that the Foundation is not registered or licensed by the CFTC, SEC or any financial regulatory authority. No financial regulatory authority has reviewed or approved the use of the open-source software utilized by the Pragma Network. The Website, the Services, and the Pragma open-source software do not constitute advice or a recommendation concerning any commodity, security or other asset. The Foundation is not acting as an investment adviser or commodity trading adviser to any person. The Foundation does not own or control the underlying software protocols that are used in connection with the Pragma future Tokens. In general, the underlying protocols are open-source and anyone can use, copy, modify, and distribute them. the Foundation is not responsible for the operation of the underlying protocols, and the Foundation makes no guarantee of their functionality, security, or availability. To the maximum extent permitted under Applicable Law, the Website 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 hereby 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 Website or the Services (including any related data) will be uninterrupted, available at any particular time or error-free. Further, we do not warrant that errors in the Website or the Service are correctable or will be corrected. You acknowledge that your User Code or User Content may be made public and your data on the Website or through the Services 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, misconduct by third-party service providers on the Pragma Network, viruses or other technologically harmful materials (including those which may infect your computer equipment), protocol changes by third party providers, Internet outages, force majeure events or other disasters, scheduled or unscheduled maintenance, or other causes either within or outside our control. The disclaimer of implied warranties contained in these Terms 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.
9. EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES
In no event will the Foundation, together with any Protected Party, be liable for any incidental, indirect, special, punitive, exemplary, 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 Website, the Services and the Pragma Network (and any of their content and functionality), any execution or settlement of a transaction, any performance or non-performance of the Services, your Distributed Ledger Technology assets, other digital assets, Pragma future Tokens or any other product, service or other item provided by or on behalf of a Protected Party, whether under contract, tort (including negligence), civil liability, statute, strict liability, breach of warranties, or under any other theory of liability, and whether or not any Protected Party has 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 nor is the Foundation in any way responsible for the execution or settlement of transactions between users of Pragma open-source software or the Pragma Network.
10. LIMITATION OF LIABILITY
In no event will the Protected Parties' aggregate liability arising out of or in connection with the Website, the Services and the Pragma Network (and any of their content and functionality), any performance or non-performance of the Services, your Distributed Ledger Technology assets, other digital assets, Pragma future Tokens or any other product, service or other item provided by or on behalf of a Protected Party, whether under contract, tort (including negligence), civil liability, statute, strict liability or other theory of liability exceed the amount of 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.
11. RELEASE
To the extent permitted by applicable law, in consideration for being allowed to use the Website, the Services and/or the Pragma Network, you and all other members of the entity or organization on whose behalf you are using the Website or Services and/or the Pragma Network hereby release and forever discharge the Foundation and all Protected Parties from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Website, the Services and/or the Pragma Network (including any interactions with, or act or omission of, other Website or Pragma Network users or any third-party services). YOU HEREBY WAIVE ANY APPLICABLE PROVISION IN LAW OR REGULATION IN CONNECTION WITH THE FOREGOING, WHICH STATES IN SUBSTANCE: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
12. DISPUTE RESOLUTION AND ARBITRATION
Please read the following section carefully because it requires you to arbitrate certain disputes and claims with the Foundation and limits the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. In addition, arbitration precludes you from suing in court or having a jury trial. You and the Foundation agree that any dispute arising out of or related to these Terms or our Services is personal to you and the Foundation and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding. Except for small claims disputes in which you or the Foundation seeks to bring an individual action in small claims court located in the county or other applicable jurisdiction where you reside or disputes in which you or the Foundation seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and the Foundation waive your rights to a jury trial and to have any dispute arising out of or related to these Terms or our Services resolved in court. Instead, for any dispute or claim that you have against the Foundation or relating in any way to the Services, you agree to first contact the Foundation and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to the Foundation by email at legal@pragma.build . The Notice must include your name, residence address, email address, and telephone number, describe the nature and basis of the claim and set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and the Foundation cannot reach an agreement to resolve the claim within thirty (30) days after such Notice is received, then either party may submit the dispute to binding arbitration administered by the American Arbitration Association (“AAA”), or, under the limited circumstances set forth above, in court. All disputes submitted to AAA will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in Geneva, Switzerland, in accordance with the AAA Consumer Arbitration Rules (“AAA Rules”). The most recent version of the AAA Rules are available on the AAA website and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the AAA Rules or waive your opportunity to read the AAA Rules and waive any claim that the AAA Rules are unfair or should not apply for any reason. You and the Foundation agree that the enforceability of this Section 12 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the AAA Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual's claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual. The arbitrator, the Foundation, and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including, but not limited to, all information gathered, prepared and presented for purposes of the arbitration or related to the disputes. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision. You and the Foundation agree that for any arbitration you initiate, you will pay the filing fee and the Foundation will pay the remaining AAA fees and costs. For any arbitration initiated by the Foundation, the Foundation will pay all AAA fees and costs. You and the Foundation agree that the courts of Geneva sitting in Switzerland have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. Any claim arising out of or related to these Terms or our Services must be filed within one year after such claim arose; otherwise, the claim is permanently barred, which means that you and the Foundation will not have the right to assert the claim. You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section 12 by emailing us at legal@pragma.build . In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration. If any portion of this Section 12 is found to be unenforceable or unlawful for any reason, the unenforceable or unlawful provision will be severed from these Terms, severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this Section 12 or the parties' ability to compel arbitration of any remaining claims on an individual basis under this Section 12, and to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims will be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 12 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 12 will be enforceable. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 12.
13. GOVERNING LAW
The interpretation and enforcement of these Terms, and any dispute related to these Terms, the Website or the Services, will be governed by and construed and enforced in accordance with the laws of Switzerland, as applicable, without regard to conflict of law rules or principles (whether of Switzerland 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 Geneva will have exclusive jurisdiction. You waive any objection to venue in any such courts.
13. RISK FACTORS
You acknowledge the following serious risks to any use of the Website or the Services or the Pragma future Token and expressly agree to not hold any Protected Parties liable should any of the following risks occur:
- Risk of Regulatory Actions in One or More Jurisdictions: The Website or the Services or the Pragma future Token could be impacted by one or more regulatory inquiries or regulatory actions, which could impede or limit the ability of the Foundation to continue to develop the Website or Services, or which could impede or limit your ability to use the Website or Services or the Pragma future Token.
- Risk of Alternative, Unofficial Pragma Networks: It is possible that alternative Pragma-based networks could be established, which utilize the same open source code and open source protocol underlying the Pragma Network and/or Services. The Pragma Network may compete with these alternative Pragma-based networks, which could potentially negatively impact the Pragma Network, the Services and/or the Pragma future Token.
- Risk of Insufficient Interest in the Pragma Network or Distributed Applications: It is possible that the Pragma Network will not be used by a large number of external businesses, individuals, and other organizations and that there will be limited public interest in the creation and development of distributed applications. Such a lack of interest could impact the development of the Pragma Network and potential uses of Pragma future Tokens. The Foundation cannot predict the success of its own development efforts or the efforts of other third parties.
- Risk that the Website and Services, as Developed, Will Not Meet the Expectations of User: You recognize that the Website, Services and the Pragma Network are under development and may undergo significant changes over time. You acknowledge that any expectations regarding the form and functionality of the Pragma Network held by you may not be met for any number of reasons including a change in the design and implementation plans, specifications and execution of the implementation of the Website, Services or the Pragma Network.
- Risk of Security Weaknesses in the Pragma Network Core Infrastructure Software: The Website, Services and the Pragma Network rest on open-source software, and there is a risk that the Protected Parties, or other third parties not directly affiliated with the Foundation, may introduce weaknesses or bugs into the core infrastructural elements of the Website, Services or the Pragma Network causing the system to lose Pragma future Tokens stored in one or more of your accounts or other accounts or lose sums of other valued tokens. Furthermore, despite our good faith efforts to develop and maintain the Website, Services and the Pragma Network, the Website, Services and the Pragma Network may experience malfunctions or otherwise fail to be adequately developed or maintained, which may negatively impact the Website, Services, the Pragma Network and Pragma future Tokens.
- Risk of Weaknesses or Exploitable Breakthroughs in the Field of Cryptography: Cryptography is an art, not a science. And the state of the art can advance over time. Advances in code cracking, or technical advances such as the development of quantum computers, could present risks to cryptocurrencies and the Website, Services and the Pragma Network which could result in the theft or loss of Pragma future Tokens. To the extent within its control and otherwise possible, the Foundation intends to update the protocol underlying the Services and the Pragma Network to account for any advances in cryptography and to incorporate additional security measures, but it cannot predict the future of cryptography or guarantee that any security updates will be made in a timely or successful manner.
- Risk of Blockchain Network Attacks: Any blockchain used for the Services and/or the Pragma Network may be susceptible to mining attacks, including but not limited to: double-spend attacks, reorganizations, majority mining power attacks, “selfish-mining” attacks, and work race condition attacks. Any successful attacks present a risk to the Services, the Pragma Network, expected proper execution and sequencing of transactions, and expected proper execution and sequencing of contract computations. Known or novel mining attacks may be successful.
- Risk of Rapid Adoption and Insufficiency of Computational Application Processing Power of the Services and the Pragma Network: If the Services and/or the Pragma Network are rapidly adopted, the demand for transaction processing and distributed application computations could rise dramatically and at a pace that exceeds the rate with which Pragma services can be provided. Under such a scenario, the Services and Pragma Network could become destabilized, due to the increased cost of running distributed applications. In turn, this could dampen interest in the Services, the Pragma Network and Pragma future Tokens. Insufficiency of computational resources and an associated rise in the price of Pragma future Tokens could result in businesses being unable to acquire scarce computational resources to run their distributed applications. This could result in lost revenues and disruption or halting of business operations.
- Risks Associated with New and Evolving Laws: The Pragma Network, and by extension the Website and Services, may be subject to a variety of international laws and regulations, including those with respect to financial or securities regulations, consumer privacy, data protection, consumer protection, content regulation, network neutrality, cyber security, data protection, intellectual property (including copyright, patent, trademark and trade secret laws), defamation, and others. Such laws and regulations, and the interpretation or application of these laws and regulations, could change. In addition, new laws or regulations affecting the Pragma Network could be enacted. As the Website, Services and Pragma Network evolve, we may be subject to new laws, and the application of existing laws to us might change. These laws and regulations are frequently costly to comply with and may divert a significant portion of the Foundation's attention and resources or restrict the way the Pragma may operate. If we fail to comply with these applicable laws or regulations, we could receive negative publicity and be subject to significant liabilities which could adversely impact the Website, Services, and the Pragma Network and Pragma future Tokens. Additionally, Pragma node operators of the Pragma Network may be subject to industry specific laws and regulations or licensing requirements. If any of these parties fails to comply with any of these licensing requirements or other applicable laws or regulations, or if such laws and regulations or licensing requirements become more stringent or are otherwise expanded, the Pragma Network and/or Pragma future Tokens could be adversely impacted.
- Market Risks: Pragma future Tokens are intended to be used solely in connection with the Pragma Network, and we do not support or otherwise facilitate any secondary trading or external valuation of Pragma future Tokens. This restricts the contemplated avenues for using Pragma future Tokens, and could therefore create Pragma risk to Pragma future Tokens you hold. Even if secondary trading of Pragma future Tokens is facilitated by third party exchanges, such exchanges may be relatively new and subject to little or no regulatory oversight, making them more susceptible to market-related risks. Furthermore, to the extent that third parties do ascribe an external exchange value to Pragma future Tokens (e.g., as denominated in a digital or fiat currency), such value may be extremely volatile and diminish to zero.
- Specific Risks Relating to Value and Function of Pragma future Tokens: The utility benefits of using Pragma future Tokens to access services provided by Pragma node operators can only materialize through user-driven adoption over time. Such adoption depends on a variety of factors, including the pace of user adoption, the organic community-driven expansion of the Pragma Network. As such, the extent of user adoption is entirely outside of our control and cannot be stated with any certainty. The price of Pragma future Tokens may fluctuate in response to competitive and market conditions affecting the general supply of and demand for user-requested services. These conditions are beyond our control. The value of Pragma future Tokens on the Pragma Network may be lower than the price at which it was purchased. The utility of Pragma future Tokens, and any value associated with that utility, will depend on the ability of the Pragma Network to adequately facilitate user-requested services. Inadequate supply may result in such services taking more time, while inadequate demand may make it difficult to obtain services, both of which may discourage participation in the Pragma Network. The compensation for providing Pragma node services in the Pragma Network will depend on the resale price for the Pragma future Tokens received for such services, which may be lower than the compensation that might have been received through other arrangements. No promises of future performance or value are or will be made with respect to Pragma future Token, including no promise of inherent value, no promise of continuing payments, and no guarantee that Link Token will hold any particular value.
- Unanticipated Risks: Cryptographic tokens such as Pragma future Tokens are a new and untested technology. In addition to the risks included in these Terms, there are other risks associated with the Services, the Pragma Network and Pragma future Tokens, including those that the Foundation cannot anticipate. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in these Terms.
- Risk of Alternative, Unofficial Pragma Networks: It is possible that alternative Pragma-based networks could be established, which utilize the same open source code and open source protocol underlying the Pragma Network and/or Services. The Pragma Network may compete with these alternative Pragma-based networks, which could potentially negatively impact the Pragma Network, the Services and/or the Pragma future Token.
- Risk of Insufficient Interest in the Pragma Network or Distributed Applications: It is possible that the Pragma Network will not be used by a large number of external businesses, individuals, and other organizations and that there will be limited public interest in the creation and development of distributed applications. Such a lack of interest could impact the development of the Pragma Network and potential uses of Pragma future Tokens. The Foundation cannot predict the success of its own development efforts or the efforts of other third parties.
- Risk that the Website and Services, as Developed, Will Not Meet the Expectations of User: You recognize that the Website, Services and the Pragma Network are under development and may undergo significant changes over time. You acknowledge that any expectations regarding the form and functionality of the Pragma Network held by you may not be met for any number of reasons including a change in the design and implementation plans, specifications and execution of the implementation of the Website, Services or the Pragma Network.
- Risk of Security Weaknesses in the Pragma Network Core Infrastructure Software: The Website, Services and the Pragma Network rest on open-source software, and there is a risk that the Protected Parties, or other third parties not directly affiliated with the Foundation, may introduce weaknesses or bugs into the core infrastructural elements of the Website, Services or the Pragma Network causing the system to lose Pragma future Tokens stored in one or more of your accounts or other accounts or lose sums of other valued tokens. Furthermore, despite our good faith efforts to develop and maintain the Website, Services and the Pragma Network, the Website, Services and the Pragma Network may experience malfunctions or otherwise fail to be adequately developed or maintained, which may negatively impact the Website, Services, the Pragma Network and Pragma future Tokens.
- Risk of Weaknesses or Exploitable Breakthroughs in the Field of Cryptography: Cryptography is an art, not a science. And the state of the art can advance over time. Advances in code cracking, or technical advances such as the development of quantum computers, could present risks to cryptocurrencies and the Website, Services and the Pragma Network which could result in the theft or loss of Pragma future Tokens. To the extent within its control and otherwise possible, the Foundation intends to update the protocol underlying the Services and the Pragma Network to account for any advances in cryptography and to incorporate additional security measures, but it cannot predict the future of cryptography or guarantee that any security updates will be made in a timely or successful manner.
- Risk of Blockchain Network Attacks: Any blockchain used for the Services and/or the Pragma Network may be susceptible to mining attacks, including but not limited to: double-spend attacks, reorganizations, majority mining power attacks, “selfish-mining” attacks, and work race condition attacks. Any successful attacks present a risk to the Services, the Pragma Network, expected proper execution and sequencing of transactions, and expected proper execution and sequencing of contract computations. Known or novel mining attacks may be successful.
- Risk of Rapid Adoption and Insufficiency of Computational Application Processing Power of the Services and the Pragma Network: If the Services and/or the Pragma Network are rapidly adopted, the demand for transaction processing and distributed application computations could rise dramatically and at a pace that exceeds the rate with which Pragma services can be provided. Under such a scenario, the Services and Pragma Network could become destabilized, due to the increased cost of running distributed applications. In turn, this could dampen interest in the Services, the Pragma Network and Pragma future Tokens. Insufficiency of computational resources and an associated rise in the price of Pragma future Tokens could result in businesses being unable to acquire scarce computational resources to run their distributed applications. This could result in lost revenues and disruption or halting of business operations.
- Risks Associated with New and Evolving Laws: The Pragma Network, and by extension the Website and Services, may be subject to a variety of international laws and regulations, including those with respect to financial or securities regulations, consumer privacy, data protection, consumer protection, content regulation, network neutrality, cyber security, data protection, intellectual property (including copyright, patent, trademark and trade secret laws), defamation, and others. Such laws and regulations, and the interpretation or application of these laws and regulations, could change. In addition, new laws or regulations affecting the Pragma Network could be enacted. As the Website, Services and Pragma Network evolve, we may be subject to new laws, and the application of existing laws to us might change. These laws and regulations are frequently costly to comply with and may divert a significant portion of the Foundation's attention and resources or restrict the way the Pragma may operate. If we fail to comply with these applicable laws or regulations, we could receive negative publicity and be subject to significant liabilities which could adversely impact the Website, Services, and the Pragma Network and Pragma future Tokens. Additionally, Pragma node operators of the Pragma Network may be subject to industry specific laws and regulations or licensing requirements. If any of these parties fails to comply with any of these licensing requirements or other applicable laws or regulations, or if such laws and regulations or licensing requirements become more stringent or are otherwise expanded, the Pragma Network and/or Pragma future Tokens could be adversely impacted.
- Market Risks: Pragma future Tokens are intended to be used solely in connection with the Pragma Network, and we do not support or otherwise facilitate any secondary trading or external valuation of Pragma future Tokens. This restricts the contemplated avenues for using Pragma future Tokens, and could therefore create Pragma risk to Pragma future Tokens you hold. Even if secondary trading of Pragma future Tokens is facilitated by third party exchanges, such exchanges may be relatively new and subject to little or no regulatory oversight, making them more susceptible to market-related risks. Furthermore, to the extent that third parties do ascribe an external exchange value to Pragma future Tokens (e.g., as denominated in a digital or fiat currency), such value may be extremely volatile and diminish to zero.
- Specific Risks Relating to Value and Function of Pragma future Tokens: The utility benefits of using Pragma future Tokens to access services provided by Pragma node operators can only materialize through user-driven adoption over time. Such adoption depends on a variety of factors, including the pace of user adoption, the organic community-driven expansion of the Pragma Network. As such, the extent of user adoption is entirely outside of our control and cannot be stated with any certainty. The price of Pragma future Tokens may fluctuate in response to competitive and market conditions affecting the general supply of and demand for user-requested services. These conditions are beyond our control. The value of Pragma future Tokens on the Pragma Network may be lower than the price at which it was purchased. The utility of Pragma future Tokens, and any value associated with that utility, will depend on the ability of the Pragma Network to adequately facilitate user-requested services. Inadequate supply may result in such services taking more time, while inadequate demand may make it difficult to obtain services, both of which may discourage participation in the Pragma Network. The compensation for providing Pragma node services in the Pragma Network will depend on the resale price for the Pragma future Tokens received for such services, which may be lower than the compensation that might have been received through other arrangements. No promises of future performance or value are or will be made with respect to Pragma future Token, including no promise of inherent value, no promise of continuing payments, and no guarantee that Link Token will hold any particular value.
- Unanticipated Risks: Cryptographic tokens such as Pragma future Tokens are a new and untested technology. In addition to the risks included in these Terms, there are other risks associated with the Services, the Pragma Network and Pragma future Tokens, including those that the Foundation cannot anticipate. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in these Terms.
15. MISCELLANEOUS
Any right or remedy of the Foundation 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. Our failure or delay in exercising any right, power, or privilege under these Terms will not operate as a waiver thereof. The invalidity or unenforceability of any of these Terms will not affect the validity or enforceability of any other of these Terms, all of which will remain in full force and effect. We will have no responsibility or liability for any failure or delay in performance of the Website 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 the Website or the Services, or any of your rights or obligations under these Terms, without our express 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 will not be used to limit or construe such sections. These Terms contain the entire agreement and supersede all prior and contemporaneous understandings between the parties regarding the Website and the Services. If there is a 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.
CONTACT INFORMATION:
Email: legal@pragma.build
© 2023 ZkPad Sa All rights reserved.
All trademarks, logos and service marks displayed on the Website and the Pragma Network are our property or the property of other third parties.
Trademark Guidelines
ZkPad SA (the “Foundation”) has developed these guidelines (“Guidelines”) to ensure that the Foundation trademarks and service marks (“Marks”) are properly displayed and used. As the owner of its Marks, the Foundation has exclusive rights to use its Marks and is obligated to prevent others from using its Marks inappropriately. If use of the Foundation's Marks is authorized, it is expected that you will comply in all respects with the requirements and conditions set forth in these Guidelines and in any other guidelines promulgated by the Foundation. Nothing contained in these Guidelines should be construed as granting, by implication, estoppel, or otherwise, any license or right in and to the Marks or other intellectual property owned by the Foundation. Unauthorized use of any of the Marks or the Foundation's other intellectual property may violate the law. All rights not expressly granted herein are reserved by the Foundation.
PROHIBITED USE
In order to ensure that you do not infringe on any the Marks, you must avoid doing any of the following without the prior written permission of the Foundation:
- Using a Mark in a manner that is likely to directly or indirectly imply either an affiliation with or an endorsement by the Foundation of specific products, goods, services, materials, courses, or programs.
- Using the Pragma logo or any Foundation logo in your materials.
- Using a Mark in a manner that is likely to confuse the public about the origin of products, goods, services, materials, courses, or programs.
- Using a mark similar enough to a Mark owned by the Foundation that it could be confused for a Foundation Mark (considering visual, phonetic and connotations of the marks).
- Altering, adapting, modifying, animating or morphing any Marks.
- Using the Foundation name or Marks as the visual focal point of any materials.
- Using a Mark in a manner that is likely to dilute, defame, disparage, or harm the reputation of the Foundation or the Pragma network.
PERMISSIBLE REFERENCES TO FOUNDATION MATERIALS
The Foundation acknowledges that the use of Marks may be necessary to describe the subject matter of some materials, products, and/or programs. Consequently, the Foundation does allow descriptive uses of its Marks; however, the name of the Foundation and other Marks, may be used only when necessary to describe the subject matter of the materials, products, and/or programs. All uses must be accurate and descriptive in nature so there is no likelihood of confusion to the public.
TRADEMARK PERMISSION REQUESTS
To request permission to use a Pragma Mark, please contact us at legal@pragma.build.
DISCLAIMER
These Guidelines are not intended to serve as legal advice. Should you have questions regarding your legal rights or duties, please consult your own attorney. Should you have further questions regarding the policies of the Foundation with respect to its Marks, please contact legal@pragma.build.
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