TERMS OF USE AND SERVICE

PALANEUM, LLC

Last Updated: February 25, 2022
Version 02312112 5

THESE TERMS OF USE AND SERVICE (“TERMS OF USE AND SERVICE”) SHALL CONSTITUTE THE ENTIRE AGREEMENT BY AND BETWEEN PALANEUM, LLC, A FLORIDA LIMITED LIABILITY COMPANY, AND/OR ITS SUBSIDIARIES, AFFILIATES, AND ASSIGNS (COLLECTIVELY, “PALANEUM”), AND ANY PERSON, ENTITY, AND/OR USER (EACH, A “USER”) INDIRECTLY OR DIRECTLY ACCESSING www.palaneum.com, ITS CONTENTS, ANY PLATFORM, AND ANY RELATED WEBSITE(S) AND/OR APPLICATION(S), MOBILE OR OTHERWISE (COLLECTIVELY, THE “SITE”), AND/OR ANY SERVICE (DEFINED HEREIN BELOW). THESE TERMS OF USE AND SERVICE TAKE ABSOLUTE PRECEDENCE AND PREVALENCE OVER ANY TERMS OF USE AND SERVICE OF THE USER.  ACCESSING THE SITE AND/OR ANY SERVICES SHALL CONSTITUTE ACKNOWLEDGEMENT AND ASSENT BY THE USER TO THESE TERMS OF USE AND SERVICE. THE USER ACKNOWLEDGES AND AGREES THAT THE USER HAS READ AND UNDERSTANDS AND AGREES TO BE BOUND BY THESE TERMS OF USE AND SERVICE.  IN THE EVENT OF ANY INCONSISTENCIES BETWEEN ANY UNDERSTANDINGS OR REPRESENTATIONS, ORAL OR WRITTEN, AND/OR ANY PRIOR OR CONTEMPORANEOUS AGREEMENTS, INCLUDING, WITHOUT LIMITATION, ANY INVOICE, APPLICATION, ORDER, AGREEMENT, AND/OR ANY DOCUMENT(S) ANCILLARY TO THE FOREGOING, AND THESE TERMS OF USE AND SERVICE, THESE TERMS OF USE AND SERVICE SHALL CONTROL.  PALANEUM AND THE USER EXPRESSLY AGREE THAT PALANEUM MAY MODIFY THESE TERMS OF USE AND SERVICE FROM TIME TO TIME, AND SUCH MODIFICATIONS SHALL BE BINDING UPON THE USER AS OF THE DATE OF SUCH MODIFICATIONS. THESE TERMS OF USE AND SERVICE EXCLUSIVELY GOVERN THE ACCESS AND/OR USE OF THE SITE AND/OR SERVICES BY USER AND REPRESENTS THE ENTIRE AGREEMENT BETWEEN USER AND PALANEUM WITH RESPECT THERETO.  PALANEUM EXPRESSLY OBJECTS TO AND REJECTS OTHER TERMS OR CONDITIONS THAT MAY BE PROPOSED BY USER IN ANY FORM THAT ARE IN ADDITION TO OR OTHERWISE NOT CONSISTENT WITH THESE TERMS OF USE AND SERVICE.

  1. User Acknowledgements.  By accessing the Site and/or using the Services, the User acknowledges and agrees to the following:
    1. Any and all transactions are final.
    2. Payments are nonrefundable and there are no refunds or credits.
    3. User is fully liable for all charges related to the Site and/or Services.
    4. User acknowledges that PALANEUM expressly disclaims the profitability of the Site and/or any Services.
    5. The Site and the Services (as defined below) provided by PALANEUM are intended solely for Users who are 18 or older and who satisfy the criteria described herein.
    6. The Site and Services are operated from the United States of America, and if the User is not located in the United States of America, then by accessing the Site and/or Services, the User agrees to utilize an interface and services which are not located in and may not be subject to the regulatory jurisdiction of, the country in which the User resides.
  2. PALANEUM does not guarantee uninterrupted, secure access to any part of the Site and/or Services, and the operation thereof may be disturbed by numerous factors beyond PALANEUM’s control.
  3. User Restrictions.  User acknowledges and agrees that use of the Site and/or Services shall be for non-commercial purposes.  User further agrees in connection with User’s use of the Site and/or Services that User shall not:
    1. Provide false, inaccurate, or misleading information;
    2. Use, or attempt to use, the Site and/or Services to harass, abuse, or harm, or advocate or incite harassment, abuse or harm of another person or group;
    3. Partake in any transaction involving the proceeds of illegal activity;
    4. Violate or assist in the violation of any applicable law, statute, ordinance, or regulation;
    5. Intentionally try to defraud PALANEUM or its Users;
    6. Take any action that interferes with, intercepts, or expropriates any system, data, or information;
    7. Transmit or upload any malicious software or program;
    8. Attempt to gain unauthorized access to other accounts, the Site or any related networks;
    9. Disrupt the Site and/or Services in any manner; or
    10. Use the Site and/or Services if User is located in, or a citizen or resident of any state, country, territory or other jurisdiction that is embargoed by the United States of America, the European Union, or where use of the Site and/or Services would be illegal or otherwise violate any applicable law.
  1. User Representations and Warranties.  The User represents and warrants that such User:
    1. is of legal age to form a binding contract (at least 18 years old);
    2. has not previously been suspended or removed from using the Site or Services;
    3. is not identified as an individual who is restricted or barred from conducting banking or financial transactions, in any jurisdiction or under any applicable laws;
  1. is not a citizen or resident of any jurisdiction where use of the Site and/or Services would be illegal or otherwise violate any applicable law and that User will not use the Site and/or Services while located in any such jurisdiction;
    1. is not placed on any list of suspicious persons banned from traveling or conducting business or financial transactions in any jurisdiction;
    2. has full power and authority to agree to these Terms of Use and Service;
    3. has the necessary technical expertise and ability to review and evaluate the security, integrity, and operation of any Assets (defined herein below) that User decides to acquire; and
    4. has the knowledge, experience, understanding, professional advice and information to make User’s own evaluation of the merits and risks of any Assets; and
    5. owns or otherwise controls all of the rights to such User’s Assets; the Assets are such User’s original creations and are solely the result of such User’s artistic effort; the Assets are free and clear of liens or encumbrances from any source whatsoever; knows of no adverse claims to the Assets; has secured or will have secured prior to submitting the Assets to PALANEUM, any and all necessary rights, clearances and/or licenses with respect to the Assets, and any other materials and elements embodied in or used in connection with the Site and/or Services; none of the Assets and/or other materials provided, created, produced, compiled, developed or otherwise supplied hereunder, shall violate or infringe upon the copyright, trademark, privacy, creative or other rights of any person, firm, corporation or other third party by reason of distribution, exhibition or other use; any Asset uploaded to the Site or any information incorporated into such User’s profile is not libelous, defamatory, obscene, pornographic, abusive, indecent, threatening, harassing, hateful, or offensive; and such User has not entered into and will not enter into any agreement adverse to or inconsistent with these Terms of Use and Service.
  1. The Site.  The Site is the exclusive property of PALANEUM. The Site is protected, without limitation, pursuant to U.S. and foreign intellectual property laws, including, without limitation, copyright and trademark laws. PALANEUM hereby grants the User a limited, non-sublicensable right to access and make use of the Site.  The foregoing right is hereby granted to the User only to the extent such User’s indirect or direct use of the Site does not violate these Terms of Use and Service. Upon such violation, the foregoing right of access and use shall terminate immediately and without the need for any action on the part of PALANEUM.  The User shall not modify copy, reverse engineer, decompile, create derivative works, distribute, republish, commercially exploit, or upload any of the Site and/or the material on the Site without prior written consent from PALANEUM. No intellectual property or other rights in and to this Site — other than the limited right to use set forth above — are transferred to the User.  PALANEUM expressly reserves the right, at any time, to change or discontinue any content or feature of the Site or any Services made available through the Site without notice; charge fees in connection with the use of the Site and/or Services; modify and/or waive any fees charged in connection with the Site and/or Services; and/or offer opportunities to some or all Users. The User expressly agrees that PALANEUM shall not be liable for any such modification, suspension or discontinuance of the Site or of any Service, content, or feature offered through the Site.

 

  1. Definitions; Description of Services.  “Cryptocurrency,” “token,” “asset,” “digital asset,” “altcoin,” “coin,” and “ledger entry,” and “smart contract” all refer to data entries in a Binance Smart Chain blockchain-based software ledger.  “Platform” means PALANEUM’s technology platform and infrastructure uses to perform the Services.  The Platform is a metaverse gaming experience which allows Users to connect and engage with each other in an immersive virtual world that utilizes non-fungible tokens (“NFTs”), artifacts, and structures that Users can own and transfer (each, an “Asset” and together, the “Assets”). These assets can then be visualized on the Site so that the user can interact with the digital assets (collectively, the “Services”). By utilizing the Services, each User affirms that such User is aware and acknowledges that PALANEUM is a non-custodial provider of software services that has developed and distributed the Platform where the Services occur without any involvement or actions taken by PALANEUM or any third party.
  2. Sale of Assets and Payment. A User may make such User’s Asset eligible to be sold on the Site. Such User will control the scarcity of the Asset on the Site. Any revenue earned on the Site for sales of the Asset, minus any transaction, royalty, creator, or other fees, shall be paid to the User immediately on the blockchain by the purchaser of such User’s Asset.  If a User elects to purchase and/or sell Assets on the Site, any financial transactions that such User engages in will be conducted solely through the Ethereum network via MetaMask, Wallet Connect (or other Ethereum-compatible wallets and browsers). PALANEUM has no insight into or control over these payments or transactions, nor does PALANEUM have the ability to reverse any transactions. With that in mind, PALANEUM will have no and disclaims any and all liability to a User or to any third party for any claims or damages that may arise as a result of any transactions that such User engages in on the Site. Each sales transaction that occurs on the Site may be subject to a fee payable by the User to PALANEUM. Such fee will be automatically applied as part of the sales transaction.
  3. Taxes; Fees.  It is each User’s sole responsibility to determine what, if any, taxes apply to the payments a User makes or receives, and to collect, report, and remit the correct tax to the appropriate tax authority. PALANEUM is not responsible for determining whether taxes apply to any transaction, or for collecting, reporting, or remitting any taxes arising from any transaction. In consideration for access to the Site and/or Services, PALANEUM may take fees that are based on Services, including transaction fees, market fees, withdrawal fees, or other related fees. The amounts of fees and their description are provided on the Site. Fees are subject to revision by PALANEUM with or without prior notification.  Each User hereby acknowledges the foregoing and agrees to pay all the applicable fees and any other amounts incurred by such User or on such User’s behalf through the Site and/or Services, in the amounts that are in effect when such fees are incurred.
  4. DISCLAIMERS; LIMITATION OF LIABILITY.
    1. USER ACKNOWLEDGES AND IS AWARE THAT THE RISKS ASSOCIATED WITH USING, HOLDING, AND TRADING CRYPTOCURRENCIES, TOKENS OR ANY CRYPTO ASSETS CAN BE SUBSTANTIAL. RISKS INCLUDE, BUT ARE NOT LIMITED TO, THE RISK OF HARDWARE, SOFTWARE, MALWARE, INTERNET CONNECTIONS, AND THE INTERFERENCE OF UNAUTHORIZED THIRD PARTIES. THE SITE AND/OR SERVICES ARE NOT CURRENTLY REGULATED BY ANY SECURITIES REGULATOR OR FINANCIAL CONDUCT AUTHORITY OR ANY OTHER GOVERNMENTAL AGENCY. PALANEUM IS NOT AND SHALL NOT ACT AS ANY USER’S BROKER-DEALER, INTERMEDIARY, AGENT OR ADVISOR AND OWES NO AND EXPRESSLY DISCLAIMS ANY FIDUCIARY DUTY TO ANY USER. EACH USER IS HEREBY ADVISED AND ACKNOWLEDGES THAT SUCH USER SHOULD CAREFULLY CONSIDER WHETHER TRADING OR HOLDING VIRTUAL CURRENCIES OR ASSETS ARE SUITABLE FOR SUCH USER IN LIGHT OF SUCH USER’S FINANCIAL CIRCUMSTANCES.
    2. PALANEUM CANNOT AND DOES NOT REPRESENT OR GUARANTEE THAT ANY OF THE INFORMATION AVAILABLE THROUGH THE SITE AND/OR SERVICES IS ACCURATE, RELIABLE, CURRENT, COMPLETE, VALID, STABLE OR APPROPRIATE FOR ANY USER’S NEEDS, INCLUDING, WITHOUT LIMITATION, ANY ASSISTANCE PALANEUM MAY OR MAY NOT PROVIDE TO A USER WITH RESPECT TO WALLET CONFIGURATION. PALANEUM DOES NOT GUARANTEE TIMELINESS OF THE TECHNOLOGY OR INFORMATION INVOLVED IN THE SITE AND/OR SERVICES. PALANEUM DISCLAIMS ANY LIABILITY FOR ANY LOSS OR DAMAGE SHOULD A USER USE OR VIEW INFORMATION AVAILABLE THROUGH THE SITE AND/OR SERVICES.
    3. PALANEUM BEARS NO RESPONSIBILITY UNDER ANY CIRCUMSTANCES FOR ANY PROBLEM THAT MAY BE CAUSED BY USING THE APPLICABLE BLOCKCHAIN.
    4. PALANEUM IS NOT LIABLE AND EXPRESSLY DISCLAIMS ANY LIABILITY TO A USER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL USE, OR DATA), EVEN IF A PARTY HAS BEEN PROVIDED NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, PALANEUM WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION OR DAMAGES ARISING IN CONNECTION WITH: (A) A USER’S INABILITY TO USE THE SITE AND/OR SERVICES, INCLUDING AS A RESULT OF ANY (I) DENIAL OF ACCESS TO OR SUSPENSION OF ANY WALLET PURSUANT TO THESE TERMS AND CONDITIONS, (II) PALANEUM’ DISCONTINUATION OF ANY OR ALL PARTS OF THE SITE AND/OR SERVICES, OR, (III) ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SITE AND/OR SERVICES FOR ANY REASON, INCLUDING AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS; (B) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS MADE BY A USER OR A USER’S USE OF OR ACCESS TO THE SITE AND/OR SERVICES OR THE APPLICABLE BLOCKCHAIN; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF WALLET OR OTHER DATA.
    5. EACH USER ACCEPTS RESPONSIBILITY AND ASSUMES ALL LIABILITY FOR ALL ACTIVITIES AND CONTENTS GENERATED BY SUCH USER ON THE SITE AND/OR SERVICES. ANY COMMUNICATION BY PALANEUM TO A USER SHALL NOT BE CONSTRUED UNDER ANY CIRCUMSTANCES AS LEGAL, TAX, ACCOUNTING OR FINANCIAL ADVICE. ANY USE OF OR ACCESS TO THE SITE AND/OR SERVICES SHALL NOT BE CONSTRUED AS THE FACILITATION OF ANY SALE OR EXCHANGE OF SECURITIES AS AN EXCHANGE.
    6. PALANEUM IS NOT AND SHALL NOT BE CONSIDERED AS A REGULATED AND/OR REGISTERED SECURITIES EXCHANGE AND IS NOT SUBJECT TO THE SAME KIND OF REQUIREMENTS AS NATIONAL SECURITIES EXCHANGES OR ALTERNATIVE TRADING SYSTEMS.
    7. PALANEUM MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SITE AND/OR SERVICES OR THEIR CONTENTS, WHICH ARE PROVIDED ON AN “AS-IS, WHERE-IS BASIS.” PALANEUM DISCLAIMS ANY AND ALL REPRESENTATIONS AND/OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SITE AND/OR SERVICES AND ANY WEBSITE WITH WHICH IT IS LINKED. PALANEUM FURTHER DISCLAIMS ANY AND ALL REPRESENTATIONS AND/OR WARRANTIES THAT THE SITE AND/OR SERVICES WILL MEET A USER’S REQUIREMENTS; THE SITE AND/OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; AND/OR ANY ERRORS IN ANY DATA OR SOFTWARE WILL BE CORRECTED.  PALANEUM IS NOT RESPONSIBLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY TELEPHONE NETWORK OR LINES, COMPUTER ONLINE SYSTEMS, SERVERS, PROVIDERS, COMPUTER EQUIPMENT, SOFTWARE, FAILURE OF COMMUNICATION ON ACCOUNT OF TECHNICAL PROBLEMS, OR TRAFFIC CONGESTION ON THE INTERNET OR AT ANY WEBSITE OR COMBINATION THEREOF, INCLUDING INJURY OR DAMAGE TO USERS OR TO ANY OTHER PERSON’S PROPERTY RELATED TO OR RESULTING FROM PARTICIPATING OR DOWNLOADING MATERIALS IN CONNECTION WITH THE WEB OR IN CONNECTION WITH THE SITE AND/OR SERVICES. PALANEUM ALSO EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND/OR WARRANTIES AS TO WHETHER ANY INFORMATION ACCESSIBLE VIA THE SITE AND/OR SERVICES IS ACCURATE, COMPLETE, OR CURRENT. IT IS THE USER’S RESPONSIBILITY TO EVALUATE THE ACCURACY AND COMPLETENESS OF ALL INFORMATION, OPINIONS, AND OTHER MATERIAL AVAILABLE VIA THE SITE AND/OR SERVICES.
    8. TO THE FULLEST EXTENT PERMITTED BY ALL APPLICABLE LAWS, PALANEUM AND ITS AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, DIRECTORS, INVESTORS, EMPLOYEES, AGENTS, SUPPLIERS, AND CONTRACTORS SHALL IN NO EVENT BE LIABLE FOR ANY CLAIMS, CHARGES, DEMANDS, DAMAGES, LIABILITIES, LOSSES, AND EXPENSES OF WHATEVER NATURE AND HOWSOEVER ARISING, INCLUDING, WITHOUT LIMITATION, ANY COMPENSATORY, INCIDENTAL, DIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOSS OF USE, LOSS OF DATA, LOSS CAUSED BY A COMPUTER OR ELECTRONIC VIRUS, LOSS OF INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY, CLAIMS OF THIRD PARTIES, OR OTHER LOSSES OF ANY KIND OR CHARACTER, EVEN IF PALANEUM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SITE OR ANY WEBSITE WITH WHICH IT IS LINKED. THE USER EXPRESSLY ASSUMES TOTAL RESPONSIBILITY FOR ESTABLISHING SUCH PROCEDURES FOR DATA BACK UP AND VIRUS-CHECKING AS THE USER DEEMS NECESSARY.
    9. USERS OF THE SITE AND/OR SERVICES ARE RESPONSIBLE FOR THE RESULTS OF THEIR ACTIONS AND ARE RESPONSIBLE FOR PROTECTING ACCESS TO INFORMATION TO THE SITE AND/OR SERVICES INCLUDING, BUT NOT LIMITED TO, PRIVATE KEYS, PASSWORDS, AND WALLET FILES.  PALANEUM IS NOT AN INSURED FINANCIAL INSTITUTION. AS A RESULT, UNLIKE FUNDS HELD IN MOST BANKS OR CREDIT UNIONS, AMOUNTS DISPLAYED THROUGH THE SITE AND/OR SERVICES ARE NOT INSURED AGAINST LOSS.
    10. EACH USER ACCEPTS THE RISK OF USING THE SITE AND/OR SERVICES AND IS SOLELY RESPONSIBLE FOR CONDUCTING SUCH USER’S OWN INDEPENDENT ANALYSIS OF THE RISKS SPECIFIC TO THE SITE AND/OR SERVICES OR THE APPLICABLE BLOCKCHAIN. EACH USER ACKNOWLEDGES THAT IN USING THE SITE AND/OR SERVICES, SUCH USER IS NOT RELYING IN ANY MANNER ON PALANEUM OR ITS AFFILIATES IN MAKING SUCH DECISION, AND THE FACT THAT ANY PARTICULAR ASSET IS ACCESSIBLE OR DISCOVERABLE THROUGH THE SITE AND/OR SERVICES IN NO WAY CONSTITUTES ANY ENDORSEMENT OR INDICATION THAT THE ASSET HAS UNDERGONE ANY FORM OF DUE DILIGENCE REVIEW OR QUALIFICATION, AND IN NO WAY INDICATES ANY PARTY’S OPINION THAT THE ASSET IS SAFE, SUITABLE, TRUE TO ANY THIRD PARTY REPRESENTATIONS MADE, VERIFIED OR VERIFIABLE, OR OF ANY VALUE OR QUALITY OR LEGALITY. EACH USER ACKNOWLEDGES AND AGREES THAT SUCH USER SHOULD NOT ACQUIRE OR TRADE ANY ASSETS UNLESS SUCH USER HAS SUFFICIENT FINANCIAL RESOURCES AND CAN AFFORD TO LOSE ALL VALUE OF THE ASSETS.
  1. Risks Disclosure. Assumptions of Risks.  THIS SECTION CONTAINS INFORMATION REGARDING SIGNIFICANT RISKS OF USING, HOLDING, AND PURCHASING CRYPTOCURRENCIES, TOKENS OR ANY CRYPTO ASSETS OR INTERNET-BASED CURRENCY. PLEASE READ THIS SECTION CAREFULLY.
    1. Each User hereby represents and warrants that any asset such User owns, holds, operates or interacts was received by in accordance with applicable law and such User did not conduct any violation of any law or crime regarding obtaining or selling any asset through the Site and/or Services.
    2. Holding and purchasing assets, and use of the Site and/or Services, involves significant risks and potential for financial losses, including without limitation the following:
      1. The features, functions, characteristics, operation, use and other properties of any cryptocurrency assets (“Asset Properties”) and the software, networks, protocols, systems, and other technology (including, if applicable, any distributed ledger (blockchain)) (“Underlying Technology”) used to administer, create, issue, transfer, cancel, use or transact in assets may be complex, technical or difficult to understand or evaluate.
      2. Any asset and its Underlying Technology may be vulnerable to attacks on the security, integrity or operation of the asset or its Underlying Technology (“Attacks”), including Attacks using computing power sufficient to overwhelm the normal operation of a decentralized distributed ledger (blockchain) or other Underlying Technology.
      3. Any asset, Asset Properties or Underlying Technology may change or otherwise cease to operate as expected due to a change made to the Underlying Technology, a change made using features or functions built into the Underlying Technology or a change resulting from an Attack. These changes may include, without limitation, a “fork” or “rollback” of the asset or blockchain.
      4. Any asset may be cancelled, lost or double spent, or otherwise lose all or most of their value, due to forks, rollbacks, Attacks, changes to Asset Properties or failure of the asset to operate as intended.
      5. Any asset may decrease in value or lose all of its value due to various factors including discovery of wrongful conduct, market manipulation, changes to Asset Properties or perceived value of Asset Properties, Attacks, suspension or cessation of support for an asset by exchanges, decentralized platforms or service providers, and other factors outside our control.
      6. Any asset may decrease in value or lose all of its value due to legislative or regulatory activity, or other government action.
      7. Any asset may be lost if sent to the wrong address.
      8. Any transaction by a User and such User’s account involving an asset may be viewable on a public blockchain ledger, including by regulatory authorities.
    3. PALANEUM makes no representation whatsoever that any of the assets that may be found or are accessible through the Site and/or Services, are safe, suitable, true to any representations made by the asset sponsor, verified or verifiable, or of any value or quality or legality.
    4. PALANEUM undertakes no responsibility for conducting any due diligence or screening process with regard to any asset that is accessible or discoverable through the Site and/or Services.
    5. PALANEUM may at any time be required by governmental authorities to freeze accounts or provide information about Users.
    6. PALANEUM may at any time, with or without prior notice to users, remove any asset from display or accessibility through the Site and/or Services for any business or regulatory reason that it may deem appropriate. In the event that any asset held by a User is either not available or was previously available and later becomes inaccessible through the Site and/or Services, it shall be such User’s responsibility to find alternate means of accessing, trading, exchanging or managing that asset.
  1. User Content.
    1. User Content. “User Content” means any and all information and content that a user submits to, or uses with, the Site (e.g., content in the user’s profile or postings). You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate our polices contained herein. You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by PALANEUM. Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. PALANEUM is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.
    2. License. You hereby grant (and you represent and warrant that you have the right to grant) to PALANEUM an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content, and to grant sublicenses of the foregoing rights, solely for the purposes of including your User Content in the Site. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.
  1. User Identity.  A User may not create or use an account on the Site and/or Services for anyone other than such User. A User shall not let others use a User’s account and the User may not share such User’s login information with others. A User shall keep such User’s contact and profile information accurate and current. A User may never use another User’s account without their written permission. A User is solely responsible for the activity that occurs on such User’s account. A User shall notify PALANEUM immediately in writing of any breach of security or unauthorized use of a User’s account. PALANEUM shall not be liable for any losses or damages caused by any unauthorized use of a User’s account.  By providing PALANEUM with an email address the User consents to PALANEUM using the email address to send the User Site-related notices, including any notices required by law, in lieu of communication by postal mail. If a User does not want to receive promotional email messages, such User may opt out by unsubscribing from such email communications from PALANEUM. The User hereby warrants that: all information that such User provides to PALANEUM is true and accurate; the User will not use the Site and/or Services in violation of any international, Federal, State or local law, rule, ordinance or governmental regulation; and User will only access the Site and/or Services on computers and mobile devices for which the User is the authorized owner or has authority to access.
  2. Digital Millennium Copyright Act Compliance.  If a User has any copyright concerns about any materials posted on the Site and/or Services by others, please let PALANEUM know. PALANEUM complies with the provisions of the Digital Millennium Copyright Act applicable to internet service providers (17 U.S.C. § 512). Please provide PALANEUM with written notice (“Notice”) by contacting PALANEUM’ Designated Agent at the following address:

PALANEUM, LLC

7957 N University Dr #301

Pompano Beach, FL 33067

Email: [email protected]

To be effective, the Notice must include the following:

    1. A physical or electronic signature of the owner, or a person authorized to act on behalf of the owner, (“Complaining Party”) of an exclusive right that is allegedly being infringed upon;
    2. Information reasonably sufficient to permit PALANEUM to contact the Complaining Party, such as an address, telephone number, and if available, an electronic mail address;
    3. Identification of the allegedly infringing material on the Site and/or Services (“Infringing Material”), and information reasonably sufficient to permit PALANEUM to locate such material on the Site and/or Services;
    4. Identification of the copyrighted work claimed to have been infringed upon (“Infringed Material”), or, if multiple copyrighted works at a single site are covered by a single Notice, a list of each copyrighted work claimed to have been infringed (User shall be specific as to which Infringing Material is infringing on which Infringed Material);
    5. A statement that the Complaining Party has a good faith belief that use of Infringing Material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
    6. A statement that the information in the Notice is accurate, and under penalty of perjury, that the Complaining Party is the owner or is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
  1. Minors.  The Site and/or Services is intended for persons having the legal capacity to be bound by these Terms of Use and Service. By using the Site and/or Services, the User represents and warrants that (i) such User is at least 18 years of age; and, (ii) that such User have the right, authority, and capacity to accept these Terms of Use and Service and abide by all of the provisions set forth herein. Children younger than 18 years of age may not use the Site and/or Services under any circumstances.
  2. Disclosures to Legal Authorities and Authorized Financial Institutions.  Each User acknowledge and agrees that PALANEUM may share such User’s personal information with law enforcement, data protection authorities, government officials, and other authorities in the following situations:
    1. When required by law;
    2. When compelled by subpoena, court order, or other legal procedure;
    3. When disclosure is necessary to report suspected illegal activity; and
    4. When disclosure is necessary to investigate violations of PALANEUM’ Terms of Use and Service or its Privacy Policy.

PALANEUM is not registered with the financial and securities regulatory authorities or commissions of any country.

  1. Prohibited Use. In connection with a User’s use of the Site and/or Services, and such User’s interactions with other users, and third parties each User agrees and represents such User will not engage in any of the prohibited uses or activities set forth herein. PALANEUM reserves the right, at all times, to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process or governmental request.
  2. Suspension, Termination, and Cancellation.  PALANEUM may suspend, restrict, or terminate a User’s access to any or all of the Site and/or Services if:
    1. required by a facially valid subpoena, court order, or binding order of a government authority;
    2. PALANEUM reasonably suspects such User of using the User’s wallet in connection with a prohibited use or activity;
    3. if there is any pending litigation, investigation, or government proceeding relating to such User and/or the User’s wallet and/or PALANEUM perceives a heightened risk of legal or regulatory non-compliance associated with such User’s activity; and/or
    4. if such User breaches any term or condition set forth herein.
  1. Password Security; Contact Information.  Each User is responsible for creating a strong password and maintaining adequate security and control of any and all passwords, keystore .json file and/or private key related to such User’s wallet, or any other codes used to access such User’s wallet. Any loss or compromise of the foregoing information and/or a User’s personal information may result in unauthorized access to the User’s wallet(s) by third parties and the loss or theft of any assets accessible through such User’s wallet(s). PALANEUM assumes no responsibility for any loss that any User may sustain due to compromise of wallet(s), private keys, or bin files.
  2. No Investment Advice or Brokerage; Risks.  For the avoidance of doubt, PALANEUM does not provide investment, tax, or legal advice, nor does PALANEUM broker trades on any User’s behalf. Each User is solely responsible for determining whether any investment, investment strategy or related transaction is appropriate based on such User’s personal investment objectives, financial circumstances and risk tolerance. Each User acknowledges and agrees that such User should consult such User’s legal or tax professional regarding such User’s specific situation.  To the maximum extent allowed by law, each User agrees not to hold PALANEUM liable for any possible claim for damages arising from any decision made by such User based on information made available through the Site and/or Services. The Site and/or Services shall not be considered a solicitation to any person.  PALANEUM makes no representations, warranties or other guarantees as to the accuracy or timeliness of any data or price quotes. PALANEUM makes no representations, warranties or other guarantees as to the present or future value or suitability of any sale, trade or other transaction involving any particular security or any other investment.
  3. Intellectual Property.  User shall have no rights with respect to any of PALANEUM’ existing or subsequently-acquired or developed Intellectual Property, as defined below, rights or trade secrets or confidential information of PALANEUM, and User hereby acknowledges that it shall not acquire any rights in respect thereof and that all such trade secrets and confidential information are and shall remain vested in or controlled by PALANEUM.  “Intellectual Property” for purposes of these Terms of Use and Service means (i) patents, patent applications, provisional applications, patent disclosures, including all ideas, inventions and improvements disclosed therein, and all reissues, continuations, continuations in part, divisions and reexaminations thereof; (ii) trademarks, service marks, trade names, trade dress, logos, slogans, domain names, including all goodwill appurtenant thereto, and all registrations and applications for registrations thereof and all renewals and extensions thereof; (iii) copyrights and mask works and all registrations and applications for registration thereof; (iv) computer software, software applications and platforms, websites, disks, disk drives, data, data bases and user documentation and audio visuals, domain names, and text materials; (v) all trade secrets, research and development materials, processes, procedures, know how, ideas discoveries, inventions, customer lists, supplier lists, formulas, drawings and designs, technical data, marketing, financial and business plans; (vi) advertising materials currently or in the future utilized by the PALANEUM; and (vii) copies and tangible embodiments thereof (in whatever form or medium), and related documentation and goodwill.  User acknowledges and agrees that PALANEUM owns the exclusive right, title and interest and into all of PALANEUM’ Intellectual Property.  User shall not at any time do or permit to be done any act or thing which impairs or may impair the rights of PALANEUM with respect to PALANEUM’ Intellectual Property. User will never represent that it has any ownership in any of PALANEUM’ Intellectual Property.  User expressly agrees that all of the use and good will of the Intellectual Property shall accrue to the sole benefit of PALANEUM.
  4. Indemnification.  User shall indemnify, defend and hold harmless PALANEUM and its affiliates, shareholders, investors, directors, officers, employees, representatives, and their successors in interest and assigns (collectively, the “Indemnified Parties”) from and against any and all losses, damages, or expenses of whatever form or nature, including reasonable attorney’s fees and other costs of legal defense, whether direct or indirect, that they, or any of them, may sustain or incur as a result of (i) any act or omission of the User; (ii) a breach by User of any representation, warranty, and/or obligation with any Indemnified Party; (iii) failure by User to pay any and all applicable taxes, customs, duties, tariffs, and the like arising from any transactions set forth in these Terms of Use and Service; (iv) any and all corrupt data, viruses, malware, or security breaches directly or indirectly introduced by the User; (v) a violation by User (and/or any of its officers, managers, members, investors, shareholders, directors, employees or agents, to the extent applicable) of any applicable law, regulation, or order of the United States or any other applicable government or quasi-governmental authority; and/or (vi) use of the Site and/or Services by User  (and/or any of its officers, managers, members, investors, shareholders, directors, employees or agents, to the extent applicable). The indemnification obligations under this Section shall continue indefinitely.

 

  1. Independent Contractor.  The parties agree that for all intents and purposes, PALANEUM is an independent contractor, and nothing set forth herein shall be construed as creating any partnership, joint venture, agency or employment relationship whatsoever between User and PALANEUM.
  2. Force Majeure. PALANEUM shall not be liable for any loss, damage, delays, changes in shipment schedules or failure to deliver caused by any event beyond its control, including, without limitation, acts or omissions of any manufacturer, accident, fire, pandemic, epidemic, actual or threatened strike or riot, explosion, mechanical breakdown (including technological or information systems), plant shutdown, unavailability of or interference with necessary transportation, any raw material or power shortage, compliance with any law, regulation or order, acts of God or public enemy, prior orders from others, or limitations on PALANEUM’ or a manufacturer’s products or marketing activities or any other cause or contingency beyond PALANEUM’ direct control.
  3. Assignment.  The rights under these Terms of Use and Service are not assignable nor are the duties delegable by User without the written consent of PALANEUM first having been obtained, and any attempted assignment or delegation without such consent will be null and void.  Nothing contained in these Terms of Use and Service is intended to convey upon any person or entity, other than the parties and their successors in interest and permitted assigns, any rights or remedies under or by reason of these Terms of Use and Service unless expressly stated.  All covenants, agreements, representations and warranties of the parties contained in these Terms of Use and Service are binding on and will inure to the benefit of User and PALANEUM, respectively, and their respective successors and permitted assigns.
  4. Captions and Section Headings.  Captions and section headings are for convenience only, are not a part of these Terms of Use and Service and may not be used in construing them.
  5. Waiver of Terms of Use and Service. The failure of PALANEUM in any one or more instances to insist upon performance of any of the Terms of Use and Service contained herein, or to exercise any right or privilege hereunder, shall not be construed as a waiver of any PALANEUM’ rights or privileges hereunder.
  6. Governing Law; Venue. These Terms of Use and Service shall be governed by and construed in accordance with the laws of the State of Florida, including its provisions of the Uniform Commercial Code, without regard to choice or conflicts of law principles.  These Terms of Use and Service shall be deemed to have been entered into in Florida, U.S.A., regardless of the residence or place or places of business of the User.
  7. Exclusive Jurisdiction.  THE USER HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF ANY FLORIDA STATE COURT OR FEDERAL COURT IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE SITE AND THESE TERMS OF USE AND SERVICE.  THE USER AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.  Notwithstanding the foregoing, in the event User’s primary place of business is located within the People’s Republic of China (each, a “Chinese Customer”), all disputes, controversies, or differences which may arise between PALANEUM and a Chinese Customer, out of or in relation to or in connection with these Terms of Use and Service or for the breach of the foregoing, shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one (1) arbitrator appointed in accordance with the said Rules. The language of the arbitration shall be English.  The situs for such arbitration shall be Hong Kong, China.  The arbitrator shall apply the laws of the State of Florida, USA to the merits of the dispute.  The award rendered by the arbitrator shall be final and binding upon both PALANEUM and Chinese Customer and may be enforced in any court of competent jurisdiction.
  8. Limitation on Time to File Claims.  ANY CAUSE OF ACTION OR CLAIM USER MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE AND SERVICE OR THE SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
  9. OFAC.  Pursuant to United States Presidential Executive Order 13224 (“Executive Order”), User may be required to ensure that it does not transact business with persons or entities determined to have committed, or to pose a risk of committing or supporting, terrorist acts and those identified on the list of Specially Designated Nationals and Blocked Persons (“List”) generated by the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury. The names or aliases of these persons or entities (“Blocked Persons”) are updated from time to time.  User certifies, represents and warrants to PALANEUM that: (a) it is not acting, directly or indirectly, for or on behalf of any person, group, entity or nation named by any Executive Order of the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person” or any other banned or blocked person, entity, nation or transaction pursuant to any Law that is enforced or administered by the Office of Foreign Assets Control; and (b) it is not engaged in this transaction, directly or indirectly on behalf of, or instigating or facilitating this transaction, directly or indirectly on behalf of, any such person, group, entity or nation. User hereby agrees to defend, indemnify and hold PALANEUM harmless from and against any and all claims, damages, losses, risks, liabilities and expenses (including attorney’s fees and costs) arising from or related to any breach of the foregoing certification.

For questions or feedback about these Terms of Use and Service, please contact PALANEUM at:
PALANEUM, LLC
7957 N University Dr #301
Pompano Beach, FL 33067
Email: [email protected]