Pondo Wallet Technologies, Inc. ("Pondo Wallet", the "Company",
"we", "us" or "our") is a blockchain development company,
focused on utilizing decentralized technologies such as the
OptimusZ7 blockchain. Pondo Wallet hosts a top-level domain
website, https://pondowallet.app, that provides information
regarding Pondo Wallet and its service offerings, as well as
sub-domains for Pondo Wallet's product offerings (collectively,
the "Site"), which includes text, images, audio, code, and other
materials and third-party information.
Pondo Wallet makes available to certain users certain software,
including Pondo Wallet's unhosted wallet application and browser
extension (the "Wallet" or the "App"). The Wallet enables users
to (i) store locally on their own devices, tokens,
cryptocurrencies, and other crypto or blockchain-based digital
assets (collectively, "Digital Assets"); (ii) link to
decentralized applications, including, without limitation,
decentralized exchanges (collectively "Dapp(s)"); (iii) from the
App user interface, swap assets on a peer-to-peer basis via
third-party Dapps ("Swapper"); (iv) view addresses and
information that are part of digital asset networks and
broadcast transactions; and (v) additional functionality as may
be added to the App from time to time (collectively the
"Functionality").
These Terms of Use (these "Terms" or this "Agreement") (i)
contain the terms and conditions that govern your access to and
use of the Site and Functionality and (ii) constitute a legally
binding agreement between us and you and/or the entity you
represent ("you", "your" or "user").
Agreement to Terms; Privacy Policy
Please read these Terms carefully before using the Site or
Functionality. By using or accessing the Site, Functionality
and/or Content (defined below) in any manner, or clicking a
button or checkbox to accept or agree to these Terms where that
option is made available to you, (i) you accept and agree to
these Terms and (ii) you consent to the collection, use,
disclosure, and other handling of information as described in
our Privacy Policy, available at https://pondowallet.app (the
"Privacy Policy"). The Privacy Policy is incorporated herein by
this reference in its entirety, and all references herein to the
"Terms of Use", the "Terms" or this "Agreement", include a
reference to the Privacy Policy.
Changes to Terms or Services; Third-Party Services
We may modify the Terms at any time at our sole discretion and
without notice. If we do so, we'll notify you either by posting
the modified Terms on the Site, by providing you a notice
through the App, or through other methods of communication which
we deem reasonable. It's important that you review the Terms
whenever we modify them because, if you continue to use the Site
or Functionality after we have modified the Terms, you are
agreeing to be legally bound and to abide by the modified Terms.
Changes to Terms or Services; Third-Party Services
We may modify the Terms at any time at our sole discretion and
without notice. If we do so, we'll notify you either by posting
the modified Terms on the Site, by providing you a notice
through the App, or through other methods of communication which
we deem reasonable. It's important that you review the Terms
whenever we modify them because, if you continue to use the Site
or Functionality after we have modified the Terms, you are
agreeing to be legally bound and to abide by the modified Terms.
If you don't agree to be bound by the modified Terms, then you
may not use the Site or the Functionality. Because the
Functionality is evolving over time, we may change or
discontinue all or any part of the Site and Functionality (or
any part of either or both) at any time and without notice, in
our sole and absolute discretion. If you don't agree to be bound
by the modified Terms, then you must not use the Site or
Functionality.
When you use our Site and/or Functionality, you may also be
using the functionality of one or more third parties. For
example, the Swapper relies on exchanges operated by third
parties, and obtaining the Pondo Wallet browser extension
requires access to the Google Chrome webstore. Your use of those
and other third-party software ("Third-Party Functionality")
will be subject to the privacy policies, terms of use and
similar policies and terms, and fees of those third parties.
Who May Use the Services
Eligibility
You may use the Site and Functionality if you are of the age of
majority in your jurisdiction of residence (if this is higher)
and are not barred from using the Site and Functionality under
applicable law. By using the Site and/or Functionality and
agreeing to these Terms, you represent and warrant that:
You are of lawful age, and are lawfully able, to enter into
contracts. If you are entering into this Agreement for an
entity, such as the company you work for, you represent and
warrant that you have legal authority to bind that entity to
these Terms.
Neither you nor any person that owns or controls you is subject
to sanctions or otherwise designated on any list of prohibited
or restricted parties, including but not limited to the lists
maintained by the United Nations Security Council, the BVI
government, the United Kingdom government, the U.S. Government
(e.g., the Specially Designated Nationals List and Foreign
Sanctions Evaders List of the U.S. Department of Treasury and
the Entity List of the U.S. Department of Commerce), the
European Union or its Member States, or other applicable
government authority.
Registration and Your Information; Suspension/Termination of
Functionality; Security
To use the Site and avail of the Functionality, you may be asked
to have or to create an account ("Account"). To the extent you
create an account, you agree that you won't disclose your
Account credentials to or allow your Account to be used by
anyone and you'll notify us immediately of any unauthorized use
of your Account. You're responsible for all activities that
occur under your Account, or are otherwise referable to your
Account credentials, whether or not you know about them, and you
are solely responsible for your conduct, and the tasks and
activities you undertake, on or utilizing the Site or
Functionality. We reserve the right to suspend or terminate your
Account if you provide inaccurate, untrue, or incomplete
information, or if you fail to comply with the Account
registration requirements or these Terms (as each may be
modified from time to time). Your access to and use of the Site
or Functionality may be suspended at any time, for any reason,
in our sole and absolute discretion, without incurring liability
of any kind to you as a result of such suspension or
termination. You acknowledge and understand that, in certain
circumstances, such as if you lose or forget your password for
your Wallet, you will need to use a recovery phrase to access
any cryptocurrency stored in your wallet (the "Recovery
Phrase"). You are solely responsible for the retention and
security of your Recovery Phrase. Your Recovery Phrase is the
only way to restore access to the cryptocurrency stored in your
Wallet if you lose access to your Wallet. Anyone who knows your
Recovery Phrase can access, transfer or spend your
cryptocurrency. If you lose your Recovery Phrase, you may not be
able to access, transfer or spend your cryptocurrency.
You acknowledge and agree that Pondo Wallet does not store and
is not responsible in any way for the security of your Recovery
Phrase and you agree to hold Pondo Wallet, its affiliates,
representatives, agents and personnel harmless and that no such
party shall be liable in any way in the event you lose your
Recovery Phrase and cannot access, transfer or spend your
cryptocurrency. You bear sole responsibility for any loss of
your cryptocurrency due to failure to retain and/or secure your
Recovery Phrase.
Feedback
We welcome feedback, comments, ideas, and suggestions for
improvements to the Site and the Functionality ("Feedback"). You
grant to us a non-exclusive, worldwide, perpetual, irrevocable,
fully-paid, royalty-free, sublicensable, and transferable
license under any and all intellectual property rights that you
own or control to use, copy, modify, create derivative works
based upon or improvements with respect to and otherwise exploit
and commercialize the Feedback and any such derivative works and
improvements in any manner and for any purpose.
Content Ownership, Responsibility, and Removal
For purposes of these Terms: (i) "Content" means text, graphics,
images, music, software, audio, video, works of authorship of
any kind, and information or other materials that are posted,
generated, provided or otherwise made available through the Site
or Functionality; and (ii) "User Content" means any Content that
users or Account holders (including you) upload, submit, store,
send, post or otherwise make available on the App or through our
Site. Content includes without limitation User Content.
We do not claim any ownership rights in any User Content and
nothing in these Terms will be deemed to restrict any rights
that you may have to use and exploit your User Content.
Subject to the foregoing, Pondo Wallet and its licensors
exclusively own all right, title, and interest in and to the
Site, the Functionality, and Content, including all associated
intellectual property rights. You acknowledge that the Site,
Functionality, and Content are protected by copyright,
trademark, and other laws of the United States and foreign
countries. You agree not to remove, alter or obscure any
copyright, trademark, service mark, or other proprietary rights
notices incorporated in or accompanying the Functionality or
Content.
Rights in User Content Granted by You
You grant us a worldwide, non-exclusive, royalty-free, fully
paid-up, perpetual, irrevocable, sublicensable, and transferable
license to use, copy, distribute, create derivative works of,
publicly display, and publicly perform your User Content,
subject to the Privacy Policy.
You warrant and represent that you have the right and authority
to submit your User Content and that neither your User Content
nor any part thereof infringes, misappropriates, or otherwise
violates the intellectual property rights or any other rights of
any person.
You acknowledge that, in certain instances, where you have
removed your User Content by specifically deleting it, some of
your User Content (such as posts or comments you make) may not
be completely removed and copies of your User Content may
continue to exist on the Functionality. We are not responsible
or liable for the removal or deletion of (or the failure to
remove or delete) any of your User Content.
Rights in App, Site and Functionality Granted by Pondo Wallet
The App, Site, and Functionality (or access thereto) are
proprietary to Pondo Wallet and its licensors and must not be
used other than strictly in accordance with these Terms. Pondo
Wallet grants to you a limited, non-exclusive, non-transferable,
non-sublicensable, fully-revocable right to use the App and Site
for the purposes of accessing and using the Functionality
strictly in accordance with these Terms.
You agree not to use the Site or Functionality in any manner or
for any purpose other than as expressly permitted by this
Agreement. Except as expressly authorized, you will not, and
will not attempt to (i) modify, distribute, alter, tamper with,
repair, or otherwise create derivative works of any Content
included in the Functionality (except to the extent Content
included in the Functionality is provided to you under a
separate license that expressly permits the creation of
derivative works), (ii) reverse engineer, disassemble, or
decompile the App or Site or apply any other process or
procedure to derive the source code of any software included in
the App or Site, (iii) access or use the Functionality in a way
intended to avoid incurring fees or exceeding usage limits or
quotas, (iv) use scraping techniques to mine or otherwise scrape
data, or (v) resell or sublicense the Functionality, or use the
Functionality to provide software as a service or any
cloud-based, time-sharing, service bureau or other services. You
will not use Our Marks unless you obtain our prior written
consent. You will not misrepresent or embellish the relationship
between us and you (including by expressing or implying that we
sponsor, endorse, or contribute to you or your business
endeavors). You will not imply any relationship or affiliation
between us and you. For the purposes of these terms, "Our Marks"
means any trademarks, service marks, service or trade names,
logos, trade dress, and other designations of source, origin,
sponsorship, certification, or endorsement of Pondo Wallet
Technologies Inc. or its affiliates or their respective
licensors.
Fees
You may be charged fees for access to some or part of the
Functionality you use, including fees charged on token swaps
that you execute on third-party exchanges by accessing such
exchanges via the Swapper. Those fees may change at any time
without notice. The amount of fees applicable to the
Functionality will be made visible to you at the time that you
access the Functionality. Rates that appear in the Pondo Wallet
application are calculated with fees applied.
You may incur charges from third parties for use of Third-Party
functionality. For example, you may be charged fees via the
Dapps (including, without limitation, decentralized exchanges)
that you may access via the App, including via the Swapper.
Under no circumstances shall Pondo Wallet incur any liability,
of any kind, to you arising from or relating to fees charged to
you by such Third Parties or for Third-Party Functionality
linked to or accessed through the Site or the Functionality.
Although the Site endeavors to provide an accurate estimate of
applicable fees, any such information is an advance estimate of
fees, which may vary from the fees actually paid to use the
Functionality and interact with the OptimusZ7 blockchain or any
other network with which the Functionality is compatible.
In connection with the Swapper, you understand and agree that
swap rates and prices are estimates only, and that they may
change at any time. Accordingly, the prices or swap rates
provided via the Functionality, including on the Swapper
interface, are estimates only and may be inaccurate. Pondo
Wallet may not be held liable for, and you hereby forever
release Pondo Wallet from, any losses or other liabilities
arising from an inaccurate estimate of fees provided in
connection with any use of any of the Functionality.
Acceptable Use and Enforcement Rights
As a condition to using the Site and/or Functionality, you agree
not to use the Site or Functionality in ways that:
Violate, misappropriate, or infringe the rights of Pondo Wallet,
its licensors, our users, or others, including privacy,
publicity, intellectual property, or other rights;
Are illegal, obscene, defamatory, threatening, intimidating,
harassing, hateful or racially or ethnically offensive, or that
instigate or encourage conduct that would be illegal or
otherwise inappropriate, including promoting violent crimes;
Involve falsehoods, misrepresentations, or misleading
statements, including impersonating someone;
Involve sending illegal or impermissible communications such as
bulk messaging, auto-messaging, auto-dialing, and the like;
Avoid, bypass, remove, deactivate, impair, descramble or
otherwise circumvent any technological measure implemented by us
or any of our service providers or any other third party to
protect the Functionality or Content;
Disguise your location through IP proxying or other methods;
Interfere with, or attempt to interfere with, the access to the
Functionality of any user, host, or network, including, without
limitation, sending a virus, overloading, flooding, spamming, or
mail-bombing the Functionality;
Circumvent any content-filtering techniques, security measures,
or access controls that Pondo Wallet employs on the Site or the
Functionality in any manner;
Could interfere with, disrupt, negatively affect or inhibit
other users from enjoying the Functionality, or that could
damage, disable, overburden, or impair the functioning of the
Site or Functionality;
Violate any applicable law or regulation, including, without
limitation any applicable anti-money laundering,
anti-proliferation, and anti-terrorism financing laws and
sanctions programs, including, without limitation, the U.S. Bank
Secrecy Act and those enforced by the U.S. Department of
Treasury's Office of Foreign Assets Controls and any other
Export Control Laws and those of the British Virgin Islands;
Encourage or enable any other individual to do any of the
foregoing.
By using the Site or Functionality, you further represent,
warrant, and covenant that:
Any Digital Assets you transfer using the Site via the
Functionality have been legally obtained by, and belong to, you;
You will not provide any false, inaccurate or misleading
information while using the Site or Functionality, or engage in
any activity that operates to defraud the Company, other users
of the Functionality, or any other person or entity;
You will not use the Functionality to transmit or exchange
Digital Assets that are the direct or indirect proceeds of any
criminal or fraudulent activity, including, without limitation,
terrorism or tax evasion;
Any Digital Assets you use in connection with the Functionality
are either owned by you or you are validly authorized to carry
out actions using such assets; and You will pay all fees
necessary for interacting with the OptimusZ7 blockchain, or any
other network with which the Functionality is compatible,
including "gas" costs, as well as all fees charged by us for
your use of the Site and Functionality.
Although we have no obligation to monitor any User Content, we
have absolute discretion to remove User Content at any time and
for any reason without notice. You understand that by using the
Site and Functionality, you may be exposed to User Content that
is offensive, indecent, or objectionable. We take no
responsibility and assume no liability for any User Content,
including any loss or damage to any of your User Content.
You agree to comply with all applicable U.S. and non-U.S. export
control and trade sanctions laws ("Export Laws"). Without
limiting the foregoing, you may not use the Site or download the
App or use the Functionality if (i) you are in, under the
control of, or a national or resident of Cuba, Iran, North
Korea, Sudan, or Syria or any other country subject to United
States embargo, UN Security Council Resolutions, HM Treasury's
financial or other sanctions regime, or if you are on the U.S.
Treasury Department's Specially Designated Nationals List or the
U.S. Commerce Department's Denied Persons List, Unverified List,
Entity List HM Treasury's financial or other sanctions regime;
or (ii) you intend to supply any Functionality to Cuba, Iran,
North Korea, Sudan, or Syria or any other country subject to
United States embargo or HM Treasury's financial or other
sanctions regime (or a national or resident of one of these
countries), or to a person on the Specially Designated Nationals
List, Denied Persons List, Unverified List, Entity List, or HM
Treasury's financial or other sanctions regime.
Third Party Functionality
The Site, Functionality, and App may contain links to
Third-Party Functionality (including, without limitation,
Dapps), and may leverage or plug into such Third-Party
Functionality to enable certain features, such as the Swapper.
When using a Dapp, the Swapper, or other Third-Party
Functionality, you understand that you are at no time
transferring your assets or private keys to us. We provide the
Site and access to the Swapper and other Third-Party
Functionality only as a convenience, do not have control over
their content, and do not warrant or endorse, and are not
responsible for the availability or legitimacy of, the content,
products or functionality made accessible via the Swapper or by
those Third Parties (including any related website, resources or
links displayed therein). We make no warranties or
representations, express or implied, about the Swapper or such
linked Third-Party Functionality, the third parties they are
owned and operated by, the information contained on them or the
suitability of their products or services. You acknowledge sole
responsibility for and assume all risk arising from your use of
the Functionality including any third-party website,
applications, or resources.
You may be able to link your Wallet to your accounts on
third-party platforms, sites, and services, to enable access to
such accounts from your Wallet. In doing so, you understand and
agree that all transactions made when accessing such accounts
from your Wallet are subject to these Terms and to the terms of
use, privacy policies, and other terms, conditions, and policies
imposed by the providers of such third-party sites, services,
and platforms.
Termination
We may terminate this Agreement and/or your access to and use of
the Site and Functionality, in our sole discretion, at any time
and without notice to you. You may cancel your Account, if you
have one, at any time by removing the Wallet web browser
extension and ceasing any and all use of the Site,
Functionality, and/or Content. Upon any termination,
discontinuation or cancellation of this Agreement, the
Functionality, or your Account, (i) all rights and/or licenses
granted to you under these Terms shall immediately cease and
terminate and you shall forthwith cease the use of and/or access
to the App, Site, Functionality, and Content in any way
whatsoever; and (ii) notwithstanding the foregoing, the
following provisions will survive: Content and Content Rights,
Content Ownership, Responsibility and Removal (except for the
subsection "Rights in Content Granted by Pondo Wallet"),
Termination, Warranty Disclaimers, Indemnity, Limitation of
Liability, Dispute Resolution, and General Terms.
Warranty Disclaimers
You expressly acknowledge and agree that use of the site and the
services (including any private key storage service offered as
part of the services, whether cloud or hardware-based) and
content is at your sole risk and that the entire risk as to
satisfactory quality, performance, accuracy, and effort is with
you. The app, site, and functionality are provided on an "As is"
and "As available" basis without any representation or warranty,
whether express, implied or statutory. To the maximum extent
permitted by applicable law, pondo wallet specifically disclaims
any express or implied warranties of title, merchantability,
fitness for a particular purpose and/or non-infringement. Pondo
wallet does not make any representations or warranties that
access to the site or services or any of the materials contained
therein will be continuous, uninterrupted, timely, or
error-free. Pondo wallet does not make any representations or
warranties as to the availability or functionality of the
optimusz7 network, or that the optimusz7 network will operate
free from interruptions, delays, defects and/or errors that may
delay, hinder or prevent the transmission of transactions or
messages to or on the optimusz7 network, or any other network.
The duration of any implied warranty that is not effectively
disclaimed will be limited to the longer of (I) thirty (30) days
from the date that you first use the applicable service and (ii)
the shortest period allowed under applicable law. Some states /
jurisdictions do not allow limitations on how long an implied
warranty lasts, so the above limitation may not apply to you.
Use of any private key storage service included as part of the
services is offered to you as a convenience, subject to the
limitations above. To be safe, you should always back up your
private access key via secondary means.
The site and functionality rely on emerging technologies, such
as the optimusz7 network and third party decentralized
exchanges. Some functionality is subject to increased risk
through your potential misuse of things such as public/private
key cryptography. By using the services you explicitly
acknowledge and accept these heightened risks. Pondo wallet
shall not be liable for the failure of any message to send to or
be received by the intended recipient in the intended form, or
for diminution of value of optimusz7 or any other digital token
or digital asset on the optimusz7 network or any other network,
and pondo wallet makes no representations or warranties with
respect to the same.
No Professional Advice or Fiduciary Duties
All information provided in connection with your access and use
of the Site and Functionality should not and may not be
construed as legal, financial, or professional advice. You
should not take, and should refrain from taking, any action
based on any information contained on the Site or in the
Functionality, or any other information we make available at any
time, including, without limitation, blog posts, articles, links
to third-party content, discord or telegram content, news feeds,
tutorials, tweets, and videos. Before you make any financial,
legal, or other decisions involving the Site or Functionality or
use thereof, you should seek independent professional advice
from an individual who is licensed and qualified in the area for
which such advice would be appropriate. The Terms are not
intended to, and do not, create or impose any fiduciary duties
on us. You further agree that the only duties and obligations
that we have are expressly set out in these Terms (including in
the Privacy Policy).
Indemnity
You will indemnify, defend and hold harmless Pondo Wallet and
its affiliates and its and their respective officers, directors,
employees, agents, and representatives (the "Pondo Wallet
Parties"), from and against any claims, disputes, demands,
liabilities, damages, losses, and costs and expenses, including,
without limitation, reasonable legal and accounting fees,
arising out of, relating to or in any way connected with (i)
your access to or use of the Site, Functionality, or Content,
(ii) your User Content, (iii) Third-Party Functionality, or (iv)
your violation of these Terms.
Limitation of Liability
The pondo wallet parties shall not be liable under any
circumstances for any lost profits or any special, incidental,
indirect, or consequential damages, whether based in contract,
tort, negligence, strict liability, or otherwise, arising out of
or in connection with this agreement or otherwise out of or in
connection with any authorized or unauthorized use of the site,
the app, or the services, even if an authorized representative
of pondo wallet has been advised of or knew or should have known
of the possibility of such damages. Pondo wallet shall not be
liable under any circumstances for damages arising out of or in
any way related to software, products, services, and/or
information offered or provided by third parties and accessed
through the app, site, or services.
Some jurisdictions do not allow the limitation of liability for
personal injury, or of incidental or consequential damages, so
this limitation may not apply to you. In no event shall the
pondo wallet parties' total liability to you for all damages
(other than as may be required by applicable law in cases
involving personal injury) exceed the amount of one hundred u.S.
Dollars ($usd100.00) or its equivalent in the local currency of
the applicable jurisdiction.
Acknowledgment of Certain Risks; Other Disclaimers; Release of
Claims
By accessing and using the Functionality, you represent that you
understand the inherent risks associated with using
cryptographic and blockchain-based systems, and that you have a
working knowledge of the usage and intricacies of Digital
Assets. You further understand that the markets for these
Digital Assets are highly volatile due to factors including (but
not limited to) adoption, speculation, technology, security, and
regulation. You acknowledge and accept that the cost and speed
of transacting with cryptographic and blockchain-based systems
such as OptimusZ7 are variable and may increase dramatically at
any time. You further acknowledge and accept the risk that your
Digital Assets, or any Digital Assets you acquire, including
through a third-party exchange accessed via the Swapper may lose
some or all of their value and you may suffer loss due to the
fluctuation of prices of tokens and/or significant price
slippage and cost. You understand that anyone can create a
token, including fake versions of existing tokens and tokens
that falsely claim to represent projects, and acknowledge and
accept the risk that you may mistakenly trade those or other
tokens. You further acknowledge that we are not responsible for
any of these variables or risks and that we cannot be held
liable for any resulting losses that you experience while
accessing or using the Site or Functionality.
The Site and Functionality and your Digital Assets could be
impacted by one or more government or regulatory inquiries or
government or regulatory actions, which could impede or limit
the ability of Pondo Wallet to continue to make its proprietary
software, and thus, could impede or limit your ability to
continue to use the Functionality.
You understand and acknowledge that cryptography is a
progressing field with advances in code cracking and other
technical advancements, such as the development of quantum
computers, which may present risks to Digital Assets and the
services, and could result in the theft or loss of your Digital
Assets. To the extent possible, we intend to update Pondo
Wallet-developed smart contracts related to the Functionality to
account for any advances in cryptography and to incorporate
additional security measures necessary to address risks
presented from technological advancements, but that intention
does not reflect a binding commitment and does not in any way
guarantee or otherwise ensure full security of the
Functionality.
You understand that the OptimusZ7 blockchain (and all other
networks with which the Functionality may be compatible) remains
under development, which creates technological and security
risks when using the Functionality in addition to uncertainty
relating to Digital Assets and transactions therein. You
acknowledge that the cost of transacting on the OptimusZ7
blockchain is variable and may increase at any time, thereby
impacting any activities taking place on the OptimusZ7
blockchain, which may result in price fluctuations or increased
prices for using the Functionality.
You acknowledge that the Functionality is subject to flaws and
that you are solely responsible for evaluating any code provided
by the Site or Functionality. This warning and others Pondo
Wallet provides in these Terms in no way evidence or represent
any on-going duty to alert you of the potential risks of
utilizing the Functionality or accessing the Site.
Although we intend to provide accurate and timely information on
the Site and during your use of the Site and the Functionality,
that intention does not reflect a binding commitment, and the
Site and other information available when using the
Functionality may not be accurate, complete, error-free or
current. To continue to provide you with as complete and
accurate information as possible, information may be changed or
updated from time to time without notice, including, without
limitation, information regarding our policies. Accordingly, you
should verify all information before relying on it in any
manner, and all decisions based on such information contained on
the Site or made available through the Functionality are your
sole and absolute responsibility. No representation of any kind
or nature is made as to the accuracy, completeness, or
appropriateness for any particular purpose of any pricing or
other information distributed via the Site or Functionality.
Pricing information may be higher or lower than prices available
on platforms providing similar services.
Any reference to a type of Digital Asset on the Site or
otherwise during the use of the Functionality does not indicate
our approval or disapproval of the technology on which the
Digital Asset relies and should not be used as a substitute for
your understanding of the risks specific to each type of Digital
Asset and the use and availability of any particular blockchain.
Use of the Functionality, in particular for trading Digital
Assets, may carry financial risk. Digital Assets are, by their
nature, highly experimental, risky, and volatile. Transactions
entered into in connection with the Functionality are
irreversible, final and there are no refunds. You acknowledge
and agree that you will access and use the Site and the
Functionality at your own risk. The risk of loss in trading
Digital Assets can be substantial (all the more so if you are
leveraged). You should, therefore, carefully assess whether such
trading is suitable and appropriate for you in light of your
circumstances and financial resources. By using the Site and
Functionality, you represent and warrant that you have been,
are, and will be solely responsible for making your independent
appraisal and investigations into the risks of a given
transaction and the underlying Digital Assets. You represent
that you have sufficient knowledge, market sophistication,
professional advice, and experience to make your evaluation of
the merits and risks of any transaction conducted in connection
with the Functionality or any Digital Asset. You accept all
consequences of using the Functionality, including the risk that
you may lose access to your Digital Assets indefinitely. All
transaction decisions are made solely by you. Notwithstanding
anything in these Terms, we accept no responsibility whatsoever
for, and will in no circumstances be liable to you in connection
with, your use of the Functionality for performing Digital Asset
transactions.
Pondo Wallet is a developer of software. Pondo Wallet is not a
broker, nor is it a dealer or arranger, nor does it operate a
Digital Asset exchange platform or offer trade execution or
clearing services and, therefore, has no oversight, involvement,
or control concerning the transactions you choose to conduct via
the Functionality. All transactions between users of Pondo
Wallet-developed software are executed peer-to-peer directly
between the users' OptimusZ7 (or other network) addresses
through smart contracts. You are responsible for complying with
all laws that may be applicable to or govern your use of the
Functionality, including, but not limited to, the Commodity
Exchange Act and the regulations promulgated thereunder by the
U.S. Commodity Futures Trading Commission ("CFTC"), the federal
securities laws and the regulations promulgated thereunder by
the U.S. Securities and Exchange Commission ("SEC") and all
foreign laws that apply to you and your trading.
You understand that Pondo Wallet and the Swapper are not
registered or licensed by the CFTC, SEC, or any other financial
regulatory authority (whether in the United States or
elsewhere). No financial regulatory authority has reviewed or
approved the use of the Pondo Wallet-developed software that
comprises the Site and the Functionality. The Site and the Pondo
Wallet-developed software do not constitute advice or a
recommendation concerning any commodity, security, or other
Digital Asset or instrument. Pondo Wallet is not acting as an
investment manager, adviser, arranger, introducer, or commodity
trading adviser to any person or entity.
You expressly agree that you assume all risks in connection with
your access and use of the Site and Functionality and your
interaction therewith. You further expressly waive and release
the Pondo Wallet Parties from any and all liability, claims,
causes of action, or damages arising from or in any way relating
to your use of the Site and Functionality and your interaction
therewith. If you are a California resident, you waive the
benefits and protections of California Civil Code § 1542, which
provides: "[a] general release does not extend to claims that
the creditor or releasing party does not know or suspect to
exist in his or her favor at the time of executing the release
and that, if known by him or her, would have materially affected
his or her settlement with the debtor or released party."
Dispute Resolution
Governing Law
These Terms shall be construed and enforced in accordance with
the laws of the state of California applicable to contracts
entered into and performed in California by residents thereof;
provided that all provisions hereof related to arbitration shall
be governed by and construed in accordance with the Federal
Arbitration Act (U.S. Code Title 9).
Mandatory Arbitration
Governing Law
Please read this "Mandatory arbitration" provision very
carefully. It limits your rights in the event of a dispute
between you and pondo wallet, subject to the terms and opt-out
option set forth below.
You and Pondo Wallet agree that any and all past, present, and
future disputes, claims, or causes of action arising out of or
relating to your use of any of the Site or the Functionality,
this Agreement, or any other controversies or disputes between
you and Pondo Wallet (including, without limitation, disputes
regarding the effectiveness, scope, validity, or enforceability
of this agreement to arbitrate) (collectively, "Dispute(s)"),
shall be determined by arbitration, unless (A) your Country of
Residence does not allow this arbitration agreement; (B) you
opt-out as provided below; or (C) your Dispute is subject to an
exception to this agreement to arbitrate set forth below. You
and Pondo Wallet further agree that any arbitration pursuant to
this Section shall not proceed as a class, group or
representative action. The award of the arbitrator may be
entered in any court having jurisdiction.
"Country of Residence" for purposes of this agreement to
arbitrate means the country in which you hold citizenship or
legal permanent residence, as well as any country from which you
regularly access and use the Pondo Wallet Functionality. If more
than one country meets that definition for you, then your
country of citizenship or legal permanent residence shall be
your Country of Residence, and if you have more than one country
of citizenship or legal permanent residence, it shall be the
country with which you most closely are associated by permanent
or most frequent residence.
Pondo Wallet wants to address your concerns without the need for
a formal legal dispute. Before filing a claim against Pondo
Wallet, you agree to try to resolve the Dispute informally by
contacting Pondo Wallet at legal@pondowallet.app to notify Pondo
Wallet of the actual or potential Dispute. Similarly, Pondo
Wallet will undertake reasonable efforts to contact you to
notify you of any actual or potential dispute to resolve any
claim we may possess informally before taking any formal action.
The party that provides the notice of the actual or potential
Dispute (the "Notifying Party") will include in that notice (a
"Notice of Dispute") the name of the User, the Notifying Party's
contact information for any communications relating to such
Dispute (including for the Notifying Party's legal counsel if it
is represented by counsel in connection with such Dispute), and
sufficient details regarding such Dispute to enable the other
party (the "Notified Party") to understand the basis of and
evaluate the concerns raised. If the Notified Party responds
within ten (10) business days after receiving the Notice of
Dispute that it is ready and willing to engage in good faith
discussions in an effort to resolve the Dispute informally, then
each party shall promptly participate in such discussions in
good faith.
If, notwithstanding the Notifying Party's compliance with all of
its obligations under the preceding paragraph, a Dispute is not
resolved within 30 days after the Notice of Dispute is sent (or
if the Notified Party fails to respond to the Notice of Dispute
within ten (10) business days), the Notifying Party may initiate
an arbitration proceeding as described below. If either party
purports to initiate arbitration without first providing a
Notice of Dispute and otherwise complying with all of its
obligations under the preceding paragraph, then, notwithstanding
any other provision of this Agreement, the arbitrator(s) will
promptly dismiss the claim with prejudice and will award the
other party all of its costs and expenses (including, without
limitation, reasonable attorneys' fees) incurred in connection
with such Dispute.
We both agree to arbitrate (unless you opt out as described
below). You and Pondo Wallet each agree to resolve any Disputes
that are not resolved informally as described above through
final and binding arbitration as discussed herein, except as set
forth under "Exceptions to Agreement To Arbitrate" below.
If you do not wish to be subject to this agreement to arbitrate,
you may opt-out of this arbitration provision by sending a
written notice to Pondo Wallet at legal@pondowallet.app within
thirty (30) days of first accepting this Agreement. You must
date the written notice, and include your first and last name,
address, and a clear statement that you do not wish to resolve
disputes with Pondo Wallet through arbitration. If no written
notice is submitted by the 30-day deadline, you will be deemed
to have knowingly and intentionally waived your right to
litigate any Dispute except with regard to the exceptions set
forth below. By opting out of the agreement to arbitrate, you
will not be precluded from using the Pondo Wallet Service, but
you and Pondo Wallet will not be permitted to invoke the mutual
agreement to arbitrate to resolve Disputes under the terms
otherwise provided herein.
You and Pondo Wallet agree that the American Arbitration
Association ("AAA") will administer the arbitration under its
Commercial Arbitration Rules and the Supplementary Procedures
for Consumer Related Disputes in effect at the time arbitration
is sought ("AAA Rules"). Those rules are available at
www.adr.org or by calling the AAA at 1-800-778-7879. A party who
desires to initiate arbitration must provide the other party
with a written Demand for Arbitration as specified in the AAA
Rules. (The AAA provides a general Demand for Arbitration.)
Arbitration will proceed on an individual basis and will be
handled by a sole arbitrator. The single arbitrator will be
either a retired judge or an attorney licensed to practice law
and will be selected by the parties from the AAA's roster of
arbitrators. If the parties are unable to agree upon an
arbitrator within fourteen (14) days of delivery of the Demand
for Arbitration, then the AAA will appoint the arbitrator in
accordance with the AAA Rules. The arbitrator shall be
authorized to award any remedies, including injunctive relief,
that would be available to you hereunder in an individual
lawsuit. Notwithstanding any language to the contrary in this
paragraph, if a party seeks injunctive relief that would
significantly impact other Pondo Wallet users as reasonably
determined by either party, the parties agree that such
arbitration will proceed on an individual basis but will be
handled by a panel of three (3) arbitrators. Each party shall
select one arbitrator, and the two party-selected arbitrators
shall select the third, who shall serve as chair of the arbitral
panel. That chairperson shall be a retired judge or an attorney
licensed to practice law and with experience arbitrating or
mediating disputes. In the event of disagreement as to whether
the threshold for a three-arbitrator panel has been met, the
sole arbitrator appointed in accordance with this Section shall
make that determination. If the arbitrator determines a
three-person panel is appropriate, the arbitrator may – if
selected by either party or as the chair by the two
party-selected arbitrators – participate in the arbitral panel.
Except as and to the extent otherwise may be required by law,
the arbitration proceeding and any award shall be confidential.
You and Pondo Wallet further agree that the arbitration will be
held in the English language in San Francisco, California, or,
if you so elect, all proceedings can be conducted via
videoconference, telephonically or via other remote electronic
means. If Pondo Wallet elects arbitration, Pondo Wallet shall
pay all of the AAA filing costs and administrative fees (other
than hearing fees). If you elect arbitration, filing costs and
administrative fees (other than hearing fees) shall be paid in
accordance with the AAA Rules, or in accordance with
countervailing law if contrary to the AAA Rules. However, if the
value of the relief sought is $10,000 or less, at your request,
Pondo Wallet will pay all filing, administration, and arbitrator
fees associated with the arbitration, unless the arbitrator(s)
finds that either the substance of your claim or the relief
sought was frivolous or was brought for an improper purpose (as
measured by the standards set forth in Federal Rule of Civil
Procedure 11(b)). In such circumstances, fees will be determined
in accordance with the AAA Rules. Each party shall bear the
expense of its own attorneys' fees, except as otherwise provided
herein or required by law.
You and Pondo Wallet agree that the arbitration of any Dispute
shall proceed on an individual basis, and neither you nor Pondo
Wallet may bring a claim as a part of a class, group,
collective, coordinated, consolidated or mass arbitration (each,
a "Collective Arbitration"). Without limiting the generality of
the foregoing, a claim to resolve any Dispute against Pondo
Wallet will be deemed a Collective Arbitration if (i) two (2) or
more similar claims for arbitration are filed concurrently by or
on behalf of one or more claimants; and (ii) counsel for the
claimants are the same, share fees or coordinate across the
arbitrations. "Concurrently" for purposes of this provision
means that both arbitrations are pending (filed but not yet
resolved) at the same time.
To the maximum extent permitted by applicable law, neither you
nor pondo wallet shall be entitled to consolidate, join or
coordinate disputes by or against other individuals or entities,
or arbitrate or litigate any dispute in a representative
capacity, including as a representative member of a class or in
a private attorney general capacity. In connection with any
dispute (as defined above), any and all such rights are hereby
expressly and unconditionally waived. Without limiting the
foregoing, any challenge to the validity of this paragraph shall
be determined exclusively by the arbitrator.
Notwithstanding your and Pondo Wallet's agreement to arbitrate
Disputes, either you or Pondo Wallet retain the following
rights:
You and Pondo Wallet retain the right (A) to bring an individual
action in small claims process in the courts of your Country of
Residence; and (B) to seek provisional relief in aid of
arbitration in a court of competent jurisdiction to prevent the
actual or threatened infringement, misappropriation or violation
of a party's copyrights, trademarks, trade secrets, patents or
other intellectual property rights. Further, this agreement to
arbitrate does not deprive you of the protection of the
mandatory provisions of the consumer protection laws in your
Country of Residence; you shall retain any such rights and this
agreement to arbitrate shall be construed accordingly.
Except as otherwise required by applicable law or provided in
this Agreement, in the event that the agreement to arbitrate is
found not to apply to you or your Dispute, you and Pondo Wallet
agree that any judicial proceeding may only be brought in a
court of competent jurisdiction in California, United States.
Both you and Pondo Wallet consent to venue and personal
jurisdiction there; provided that either party may seek
provisional relief in aid of arbitration to enforce its
intellectual property rights as provided above or bring an
action to confirm an arbitral award in any court having
jurisdiction.
This agreement to arbitrate shall survive the termination or
expiration of this Agreement. With the exception of the
provisions of this agreement to arbitrate that prohibit
Collective Arbitration, if a court decides that any part of this
agreement to arbitrate is invalid or unenforceable, then the
remaining portions of this agreement to arbitrate shall
nevertheless remain valid and in force. In the event that a
court finds the prohibition of Collective Arbitration to be
invalid or unenforceable, then the entirety of this agreement to
arbitrate shall be deemed void (but no provisions of this
Agreement unrelated to arbitration shall be void), and any
remaining Dispute must be litigated in court pursuant to the
preceding paragraph.
General Terms
These Terms (including the Privacy Policy) constitute the entire
and exclusive understanding and agreement between Pondo Wallet
and you regarding the Site, Functionality, and Content, and
these Terms supersede and replace any and all prior oral or
written understandings or agreements between Pondo Wallet and
you regarding the Site, Functionality, and Content. Except as
provided above with respect to the provisions hereof pertaining
to Collective Arbitration, if any provision of these Terms is
held invalid or unenforceable (either by an arbitrator appointed
as provided above or by a court of competent jurisdiction) that
provision will be enforced to the maximum extent permissible and
the other provisions of these Terms will remain in full force
and effect. You may not assign or transfer these Terms, by
operation of law or otherwise, without our prior written
consent. Any attempt by you to assign or transfer these Terms
without such consent will be null and void and of no force or
effect. We may freely assign or transfer these Terms without
restriction. Subject to the foregoing, these Terms will bind and
inure to the benefit of the parties, their successors, and
permitted assigns.
Any notices or other communications provided by us under these
Terms, including those regarding modifications to these Terms,
will be given by posting to the Site and/or through other
electronic communication. You agree and consent to receive
electronically all communications, agreements, documents,
notices, and disclosures that we provide in connection with your
Account and/or your use of the Site and Functionality.
Our failure to enforce any right or provision of these Terms
will not be considered a waiver of such right or provision. The
waiver of any such right or provision will be effective only if
in writing and signed by a duly authorized representative of
Pondo Wallet. Except as expressly set forth in these Terms, the
exercise by either party of any of its remedies under these
Terms will be without prejudice to its other remedies under
these Terms or otherwise.
These Terms are written in English (U.S.). Any translated
version is provided solely for your convenience. To the extent
any translated version of our Terms conflicts with the English
version, the English version controls.
Contact Information
If you have any questions about these Terms or the
Functionality, please contact us at
support@pondowallet.app.
