Introduction

This Agreement, referred to as the User Agreement, pertains to customers (referred to as "Users") residing in the United States or accessing our Platform from the United States and other global locations. It establishes the terms governing the services, as well as the access and utilization of our mobile applications, products, software, websites, APIs (collectively termed as our "Platform"), and, where applicable, other service providers accessible on or through the Platform. This legally binding contract is entered into between you and PNWR Token Inc., a global entity.

By utilizing the Platform, you acknowledge and commit to adhere to this Agreement, inclusive of any referenced policies, which are integrated herein by reference. We reserve the right to periodically modify or amend the terms of this Agreement at our discretion, providing actual notice to you as required by law. However, we will make changes effective by posting notices on the Platform. It is your responsibility to regularly review this Agreement, and your ongoing use of the Platform signifies your acceptance of any revisions made to this Agreement. Notice of modified additional terms for specific services will be posted in the relevant service. If you disagree with the amended terms for the Platform or any applicable service, your recourse is to cease using the Platform or said service, which constitutes your sole and exclusive remedy. In the event of a conflict between this Agreement and any referenced policies, this Agreement shall take precedence.

PNWR Token Company is based in the United States, and we distribute airdrop rewards to our community members. It's crucial to clarify that our company operates independently of being a broker-dealer, and we are not affiliated with the Financial Industry Regulatory Authority (FINRA) or the Securities Investor Protection Corporation (SIPC). Additionally, it is essential to recognize that investments in cryptoassets are not covered by the Federal Deposit Insurance Corporation (FDIC) or SIPC insurance, nor any other form of insurance." Deposits made in US dollars and held in US dollars on our platform may qualify for pass-through FDIC insurance, providing coverage in the event of the bank's failure, up to $250,000 per depositor. We provide this information to empower you to make an informed decision regarding your investment with us.

By using the Platform, you acknowledge that you have read and agree to our Privacy & Data Policy, our Cookie Policy, and our Developer Agreement (if applicable). You acknowledge the receipt of all regulatory notices and disclosures required by law, including all items provided in the Disclosure Library and our Privacy & Data Policy.


Eligibility to becoming a User

To become a user of the PNWR Token platform, you must meet the following eligibility requirements:

  • You must not be prohibited by law from using the Platform.
  • You must not have been suspended or removed from the Platform.

  • Account Setup
  • To use the PNWR Token platform, you must set up an account as a User, which is subject to this Agreement and any other applicable agreement or policy with us. When used in this Agreement, the words “you” or “your” mean the owner of the Account and “PNWR Token,” “us” and “our” means PNWR Token Inc.

  • Terms of Use
  • By using an Account, you agree and represent that you will use your Account only for yourself, and not on behalf of any third party, unless you have obtained prior approval from PNWR Token. You are fully responsible for all activity that occurs on your Account. PNWR Token may, in our sole discretion, refuse to open an Account, or terminate any Account and/or your access to the Platform.

  • Account Access
  • In creating an Account, you will be asked to set up an email and password, and you will be required to set up two-factor authentication (“2FA”). Your phone number will be used for initial phone number verification, 2FA via SMS and account management and transactional notifications and communications only. Your email, password, 2FA credentials are referred to collectively as “Login Credentials”.

  • Login Credentials
  • You agree that you are responsible for all activities that occur under your Login Credentials. You are responsible for maintaining the confidentiality of your Login Credentials and you agree not to share your Login Credentials with any unauthorized parties. You also agree to notify us promptly of any unauthorized use of your Login Credentials or any other breach of security that you become aware of involving or relating to the Platform by contacting our customer support team.

  • Access to the Platform
  • To access the Platform, you must have the necessary equipment (such as a smartphone or laptop) and the associated telecommunication service subscriptions to access the Internet. Access to the Platform may become degraded or unavailable during times of significant volatility or volume. This could result in the inability to use the Platform for periods of time and may also lead to support response time delays. PNWR Token shall not be liable for any losses resulting from or arising out of such delays..

IDENTITY VERIFICATION AND ENTITY ACCOUNTS

As a regulated financial services company, PNWR Token is required to identify all users for legal, regulatory, and compliance purposes before they can use our Platform. We take our regulatory and compliance requirements seriously and require all users to provide personal information to verify their identity. We also require certain information from users who are setting up an Account on behalf of an entity.

    IDENTITY VERIFICATION
  • To ensure we remain in compliance with applicable reporting requirements in the jurisdictions in which we operate, we may collect and verify your personal information, including your legal name, address, government identification, date of birth, social security or taxpayer identification number, bank information, or credit card information. We may also ask questions and verify information ourselves or obtain personal information from third parties to verify your identity, prevent fraud, and request information from other entities, such as banks.
  • By agreeing to this Agreement, you certify under penalty of perjury that the information provided, including your social security or taxpayer identification number, is correct and you agree that we may use the information you provide and other information to verify who you are. We may maintain a record of such information, and you agree to keep us updated if any of the information you provide changes.

  • ENTITY ACCOUNTS
  • If you are setting up an Account on behalf of an entity, you confirm that you are an authorized officer of that entity and have the authority to enter into agreements for and on behalf of that entity. As part of our due diligence procedures, we will require you to provide certain information concerning the entity, including formation documents and information concerning beneficial owners.
  • If you do not provide us with the information we request in a timely manner, we may suspend, terminate, or refuse to open an Account for you. If you are opening an Account on the Platform for an entity, you are providing us with written instructions and authorization in accordance with the Fair Credit Reporting Act to obtain your personal and/or business credit report from a credit bureau. You also authorize us to obtain your personal and/or business credit report when you request certain new products or when we reasonably believe there may be an increased level of risk associated with your Account.
  • We take your privacy and security seriously, and we appreciate your cooperation in meeting these requirements.

User Representations and Warranties

We value accuracy, transparency, and compliance with all applicable laws and regulations. As a user of our Platform, you must represent and warrant the following:

    Complete and Accurate Information
  • You will provide us with complete and accurate information at all times
  • You will update your information promptly if there are any changes.

  • Identity Verification
  • You will provide us with your legal identity, including supporting documents such as a copy of your passport or driver's license.

  • Residency Information
  • Your address and residency information is accurate.
  • You will notify us if there are any changes in your residency information

  • Compliance with Laws and Regulations
  • You will only access our Platform from a country or state where we permit it to be accessed.
  • Your use of the Platform complies with all applicable laws, regulations, export controls, and economic sanctions requirements.
  • You will not engage in any Prohibited Businesses or Prohibited Use.

  • Age Requirement
  • You are at least 18 years old and have the capacity to enter into a legally binding agreement.

  • Sanctions Compliance
  • You will not supply any Assets, products, or services to residents of Cuba, the Democratic Republic of Congo, Iran, Iraq, Myanmar, North Korea, South Sudan, Sudan, Syria, Yemen, or any other jurisdiction subject to US embargo, UN sanctions, HM Treasury's financial sanctions regime, or EU sanctions.
  • You will not supply any Assets, products, or services to anyone on the Specially Designated Nationals List, the U.S. Commerce Department's Denied Persons List, Unverified List, or Entity List, HM Treasury's financial sanctions regime, the UN Consolidated United Nations Security Council Sanctions List, or EU financial sanctions list.

  • Automated Access
  • You will not use automated means to access our Platform without our prior consent.

  • Malicious Activities
  • You will not send, use, or upload any scripts, viruses, or malicious code.
  • You will not develop extensions, plugins, or applications unless permitted under our Developer Agreement.
  • You will not do anything that could disable, overburden, or impair the functionality, rendering, or appearance of the Platform, including through denial of service attacks or any other type of attack.

Use of the Platform

  • Although we intend to provide accurate and timely information on the Platform, the Platform may not always be entirely accurate, complete or current and may also include technical inaccuracies or other errors.
  • In an effort 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 other policies, products and services.
  • Accordingly, you should verify all information before relying on it. All decisions made by you based on information contained on the Platform are your sole responsibility and we shall have no liability for such decisions.
  • Information provided by third parties, including historical price and supply data for Assets, is for informational purposes only and PNWR Token makes no representations or warranties to its accuracy.
  • Links to third-party materials (including without limitation websites) may be provided as a convenience but are not controlled by us.
  • You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any third-party materials or on any third-party sites accessible or linked to the Platform.

TERMINATION OR CANCELLATION


    User Cancellation/Termination
  • If you wish to stop using PNWR Token, you may cancel your account provided that you are in good standing and compliant with this Agreement and other policies. We will decide whether to cancel or suspend any pending transactions, and we will need to hold funds until any applicable reversal windows are complete and all your obligations to us are satisfied. Please note that withdrawals are subject to minimum balances. If you are unable to cancel your account, please contact PNWR Token's support.

  • PNWR Token’s Right to Terminate Your Account
  • PNWR Token reserves the right to terminate, suspend, or otherwise restrict your account and use of the platform if we suspect that your account(s) may be connected to any Prohibited Use or Prohibited Business, for suspected violation of this Agreement or any applicable agreements or policies, where required by applicable law, or to otherwise prevent potential loss. Your use of the platform is a privilege, and not a right, and we reserve our right to terminate, suspend, or restrict your access to the platform, as well as take other actions described in this Agreement, at any time to protect you, other users, and/or ourselves as we deem necessary.

  • Vesting Schedule of 3 Years
  • In order to encourage long-term commitment to the platform, PNWR Token implements a vesting schedule of 3 years for all users. This means that any funds or tokens held in your account will be subject to a vesting period of 3 years, during which time you will not be able to withdraw or transfer them. After the vesting period is over, you will be free to withdraw or transfer your funds or tokens as you please.

  • Transfer of Funds upon Termination
  • If your account is terminated, or subject to verification requirements, you will generally be permitted to transfer funds or the relative value of funds off the platform for thirty (30) days unless those transfers are otherwise prohibited. Please note that this 30-day period may be subject to change at PNWR Token's discretion, and that any fees or charges associated with such transfers will be your responsibility.

Inactive Accounts Policy


    Introduction
  • PNWR Token is committed to providing the best possible service to its users. To ensure continued service quality, we have implemented an Inactive Accounts Policy. This policy outlines the procedures that PNWR Token will follow with respect to inactive accounts.

  • Definition of Inactive Accounts
  • An account is considered inactive if there are no logins initiated by the user within a one-year period, or if the account has a zero balance.

  • Vesting Schedule
  • All funds deposited into PNWR Token accounts will be subject to a vesting schedule of three years. This means that any funds deposited into your account will not be available for withdrawal until the three-year vesting period has expired.

  • Unclaimed Property
  • If an account remains inactive for more than three years, PNWR Token may be required to report the funds as unclaimed property to the state where the account is registered. In the event this occurs, PNWR Token will attempt to locate the user via email and at the physical address on record. However, if PNWR Token is unable to locate the user, funds may be surrendered to the applicable jurisdiction as unclaimed.

  • Closing of an Account
  • PNWR Token will attempt to communicate to the user prior to their account becoming inactive that their account will be debited if their account remains inactive past the three-year anniversary. If the account remains inactive for more than three years, PNWR Token may, in its sole discretion, close the account with zero balance.

  • Death of a User
  • In the event that PNWR Token receives legal documentation confirming the death of a user, the account will be frozen and no transactions may be completed until the user's legally designated heir, executor or fiduciary (collectively, a “Fiduciary”) has opened a new account, subject to PNWR Token's standard procedures and provided the information required under its agreement.

Data Security

At PNWR Token, we take the security of your data very seriously. We have implemented appropriate measures to ensure that your information is protected and kept confidential. Below are some important details that you should keep in mind:


    Information Sharing
  • We do not share your information with third parties unless it is required by law or you have given us your explicit consent. In cases where we believe that sharing your information may prevent financial loss, imminent harm, or a violation of the law, we may share it with other financial institutions, law enforcement agencies, or affected third parties (including other users). If we do share your information, we will do so in accordance with our Privacy & Data Policy. If you receive a valid subpoena for information, please contact us.

  • Security Breach
  • If you suspect that your account has been compromised or any of your security details have been breached, or if you become aware of any fraud, attempted fraud, or any other security incident (including cyber-security attacks) affecting you and/or PNWR Token, please notify our support team immediately by raising a support request or contacting us via the methods provided on our website. You must also cooperate with us and provide us with accurate and up-to-date information throughout the duration of the security breach. Any steps that are necessary to manage, reduce, or report the security breach should be taken promptly. Please note that failure to promptly notify us of any security breach may be taken into account in our determination of the appropriate resolution of the matter. For more information, please refer to our Privacy & Data Policy.

Taxes

  • As a United States person, you are required to submit a W-9 IRS form with a valid tax identification number (typically a Social Security Number for individuals). This information may be shared with our third-party partner, Taxbit, to prepare the required tax forms that will be issued to you. Please note that you are responsible for and should pay any applicable taxes, duties, and fees applicable to activities in your Account and any of your Funds.
  • In case of any taxes, including any interest and penalties that may be assessed under present or future laws in connection with your Account and your Funds, you will be responsible for paying them. You must report any proceeds of sale transactions and dividends paid in your Account to the Internal Revenue Service in accordance with applicable law.
  • If you are a United States person, you must certify the below conditions under penalties of perjury as a condition of using our Platform services:

  • The Social Security number or Employer Identification Number provided is correct.
  • You are not subject to backup withholding due to the failure to report interest and dividend income.

  • Please note that we do not provide tax advice. Therefore, you should determine any tax implications associated with your use of the Platform before initiating any transactions. We recommend that you consult an accountant, lawyer, or tax authorities in your jurisdiction to determine any tax consequences.

Customer Complaints, Error Resolution, and Arbitration Policy


    Customer Complaints
  • If you have any complaints related to our services, the purchase, or management of our token, we encourage you to reach out to our customer support team as soon as possible. You can submit your complaint through our official communication channels, including messaging us on our website.
  • Please provide detailed information about the nature of your complaint, including relevant transaction details, dates, and any supporting documentation. Our dedicated customer support team will acknowledge your complaint and initiate an investigation promptly.

  • Error Resolution
  • In the unfortunate event of errors, inaccuracies, or discrepancies in your transactions or token management, we are committed to resolving these issues in a timely manner. Once we receive your complaint, our team will conduct a thorough review of the situation and take appropriate actions to rectify any identified errors. If an error is confirmed, we will promptly correct it and notify you of the resolution. We will also ensure that any associated losses or inconveniences are addressed to the best of our ability.

Arbitration

Arbitration Section

    Arbitration Provision
  • This Section 11.1, known as the "Arbitration Provision," delineates the circumstances and procedures governing the arbitration of claims instead of litigation in court, as chosen by either party. To reject this Arbitration Provision, submit a written notice including your name, address, and the email associated with your Account, accompanied by a statement rejecting the provision. This rejection, signed by you, must reach us within 45 days from either the date you first open an account or when this Arbitration Provision becomes effective, whichever is later. Rejecting arbitration will not impact any other terms of this Agreement.

  • Definitions:
  • In this Arbitration Provision, a "Claim" refers to any dispute, controversy, or claim between you and PNWR Token, its affiliates, agents, employees, officers, or contractors, arising from or related to this Agreement. The broad definition encompasses claims of various kinds, including those based on contract, tort, fraud, consumer rights, statutes, regulations, and more.
  • The terms "we," "us," and "our" in this Arbitration Provision refer to PNWR Token and its subsidiaries, affiliates, licensees, predecessors, successors, assigns, and their agents, employees, directors, and representatives. "You" or "yours" includes all persons or entities approved by us to have and/or use a PNWR Token Account.

  • Initiation of Arbitration Proceeding/Selection of Administrator:
  • Any Claim will be resolved through arbitration, elected by either party, according to the code of procedures of the national arbitration organization chosen when the Claim is filed. The chosen organizations are Judicial Arbitration and Mediation Services (“JAMS”) or the American Arbitration Association (“AAA”). If a party finds the selected organization unacceptable, they have 30 days to choose the other organization as an arbitrator administrator.

  • Significance of Arbitration:
  • Opting for arbitration means waiving the right to litigate or have a jury trial on a Claim. Additionally, participation in representative capacities or class actions related to any Claim subject to arbitration is not allowed.

  • Restrictions on Arbitration:
  • Claims resolved through arbitration must be on an individual basis. Class action, private attorney general, or representative arbitration is not permitted. The arbitrator's authority is limited to resolving Claims between you and us, excluding Claims involving third parties unless agreed upon in writing by all parties.

  • Location of Arbitration/Payment of Fees:
  • Arbitration hearings attended by you will occur in Wyoming. We may consider making a temporary advance of filing, administrative, and/or hearing fees for any individual Claim you initiate. The responsibility for paying these fees will be decided by the arbitrator at the conclusion of the arbitration.

  • Arbitration Procedures:
  • This Arbitration Provision is governed by the Federal Arbitration Act (FAA). The arbitrator will apply the applicable Code, and their decision is final and binding. Special procedures apply to Claims seeking public injunctive relief. The arbitrator's authority includes awarding damages, attorney fees, and costs.

  • No Preclusive Effect:
  • Arbitration awards do not have preclusive effects on issues or claims in disputes involving non-parties to the arbitration. Prior arbitration awards involving other parties do not affect the arbitration between the parties to this Arbitration Provision.

  • Continuation and Severance:
  • This Arbitration Provision survives the cancellation, suspension, revocation, or termination of your Account or this Agreement. If any part is held invalid, the remaining portions remain enforceable. If the Class Action Waiver is declared unenforceable in a non-public injunctive relief Claim, the entire Arbitration Provision (except this sentence) becomes null and void. If public injunctive relief is sought, the Claim will be determined in court, and individual Claims seeking monetary relief will be arbitrated. Class-wide or public injunctive relief Claims will not be arbitrated.

Third-Party Services and Applications


    Financial Service Partners:
  • Periodically, PNWR Token may engage third-party providers to deliver services, including financial products, and other offerings related to the Platform. In compliance with applicable laws, regulations, or agreements, we will maintain and update a list of pertinent financial service partners on the Platform. Engaging with these partners may necessitate the sharing of personal information to facilitate services. All handling of personal information adheres to our Privacy & Data Policy.

  • Linking to Third-Party Applications:
  • Users have the option to link to third-party applications or access content provided by others through the Platform. By doing so, users explicitly authorize PNWR Token to collaborate with third-party service providers, including Single Sign-On (SSO) services and financial product and service providers. This collaboration supports various Platform functionalities such as loading, transferring, converting, and storing Funds. Users are advised to carefully assess the functionality and the developer responsible for it before granting authorization. Unless specified otherwise, PNWR Token does not govern these applications and assumes no responsibility for the actions of developers.

  • Authorization of Third-Party Applications:
  • If users authorize a third-party application to connect to their Account and take actions on their behalf, they assume all associated risks and are accountable to PNWR Token for these connections and actions. Developers are required to provide a support or dispute resolution framework for their applications. However, disputes with developers must be resolved directly between the user and the developer.

  • User Responsibility for Third-Party Actions:
  • Users agree not to hold PNWR Token responsible for, and undertake to indemnify PNWR Token against, any liability arising from the actions of any third party using their Account credentials, whether a developer or otherwise. Users retain the ability to revoke permissions granted to third parties for their Account at any time through the account settings (authorized applications) page.

  • Market Data and Quotes from Third Parties:
  • Unaffiliated third parties may offer access to market data and quotes for use alongside the Platform. If such data is provided by a third party, users' utilization of the market data and quotes is subject to the terms and conditions set forth by the respective third party.

  • User Representations:
  • Users affirm and agree that, as long as they have access to the Platform: (a) they will not use information or market data from a national securities exchange or association for professional or commercial activities without notifying PNWR Token and paying any additional charges; (b) they will refrain from using the Platform in conjunction with activities such as broker-dealing, investment advising, and other specified financial roles; and (c) if employed by a bank, insurance company, or affiliate, they will not engage in functions related to securities or commodity futures trading activities, except concerning their Account(s) with PNWR Token.

Electronic Communications


    Consent to Electronic Delivery:
  • As a Wyoming C Corp company, PNWR Token may be obligated to provide legal and regulatory disclosures, statements, confirmations, notices, and other communications ("Communications") to you in written form. By accepting this Agreement, you consent to PNWR Token delivering such Communications to you in electronic form. This consent applies to each year the statements are provided. If you lose access to your account for receiving electronic disclosures, you can request them in written form.

  • Delivery of Communications:
  • By agreeing to this Agreement, you acknowledge that all Communications from PNWR Token regarding your use of the Platform may be provided electronically. This can include email, text messaging (SMS), "in-app" messaging, or posting on the Platform. You can access these Communications in the designated formats described below. Your agreement to receive electronic Communications applies to all interactions and transactions with PNWR Token and its agents related to your Platform usage.

  • Methods of Electronic Delivery:
  • Electronic Communications are considered received by you upon delivery in the following ways:
  • Posting on your Account on the PNWR Token website or associated mobile application.
  • Posting on a website or mobile application associated with PNWR Token or the Platform.
  • Sending via email to the address you used to register for the Platform.
  • Sending via text messaging (SMS) to the phone number you used to register for the Platform.
  • Communicating through the Platform in other ways.

  • Review of Communications:
  • You are responsible for opening and reviewing Communications delivered through the methods described above. PNWR Token may, but is not obligated to, notify you of the availability of a Communication delivered in the specified methods.

  • Maintenance of Contact Information:
  • It is your responsibility to keep your primary email address and mobile number registered with PNWR Token up to date for electronic communication. If PNWR Token sends an electronic Communication, and you do not receive it due to incorrect information, PNWR Token will be deemed to have provided the Communication to you. You can update your contact information by sending us message or by logging into the Platform and accessing your profile.

  • Spam Filter Considerations:
  • If you use a spam filter that blocks or re-routes emails, add PNWR Token to your email address book to ensure receipt of Communications.

  • Additional Terms for Copies and Withdrawal:
  • If you request additional copies of Communications or withdraw your consent:
  • Request an electronic copy without a fee.
  • Request a paper copy within ninety days, and PNWR Token may charge a fee.
  • Update your registration information or withdraw consent by contacting PNWR Token.
  • PNWR Token reserves the right to terminate your account use if you decline or withdraw consent for electronic Communications.

  • Hardware and Software Requirements:
  • To access, view, and retain Communications, ensure you have the latest operating system and the PNWR Token mobile app. Minimum requirements include:
  • An Internet browser supporting 128-bit encryption (e.g., Microsoft Internet Explorer, Google Chrome, Safari, Brave).
  • Adequate electronic storage capacity.
  • An email account with an Internet service provider.
  • A personal computer, iPhone/iPod Touch running iOS 12.1 or later, or an Android mobile device running Android version 4.19.7 or later.

Indemnification; PNWR Token's Rights and Remedies


    Indemnification for Claims:
  • In accordance with Wyoming C Corp rules, should any claim be brought against PNWR Token, its affiliates, service providers, or any of their respective officers, directors, agents, joint venturers, employees, or representatives related to your utilization of the Platform, including alleged violations of laws, rules, or rights, you agree to indemnify and hold PNWR Token harmless. This includes all damages, losses, and expenses of any kind, such as reasonable legal fees and costs, associated with such claims.

  • Liability for Breach:
  • You are accountable for all claims, fees, fines, penalties, and other liabilities incurred by PNWR Token or a third party due to or arising from your breach of this Agreement or any other User agreement, as well as your usage of the PNWR Token Platform. PNWR Token reserves the right to seek reimbursement for any such liability, along with fees and expenses incurred in the event of collection efforts to enforce its rights under this Agreement.

  • Damages for Prohibited Use or Violation:
  • Engaging in Prohibited Use, Prohibited Business, or violating this Agreement or any User agreement, including activities such as chargeback abuse, fraud, or the sale of login credentials, may result in damages that are challenging to calculate precisely. You acknowledge and agree that US$10,000 USD per violation represents a reasonable minimum estimate of PNWR Token's actual damages, considering the circumstances. PNWR Token retains the right to recover from you and/or directly from your Account the greater of such amount or the actual damages incurred.

  • Computer Viruses and Security:
  • PNWR Token assumes no liability for damages or interruptions caused by computer viruses, malicious code, phishing, spoofing, or other cyber threats affecting your computer or equipment. Users are advised to regularly use reputable virus screening and prevention software. Additionally, SMS and email services may be vulnerable to spoofing and phishing attacks. Users should exercise caution when reviewing messages claiming to originate from PNWR Token and ensure the authenticity of communications by logging into their Account through the Platform. PNWR Token recommends verifying transactions or required actions through the secure Platform interface in case of uncertainty regarding communication authenticity.

Disclaimer


    Platform Usage and Cryptoasset Disclaimer:
  • In accordance with Wyoming state laws for C Corp, the use of the Platform is at your own risk. The Platform is provided on an "as is" and "as available" basis, without any representation or warranty, whether express, implied, or statutory. PNWR Token explicitly disclaims any implied warranties of title, merchantability, fitness for a particular purpose, and non-infringement. We do not guarantee continuous, uninterrupted, timely, error-free, or secure access to any part of the Platform or the materials contained therein. The operation of the Platform may be impacted by factors beyond our control. PNWR Token makes no representations or warranties regarding the real or perceived value of any cryptoasset in any quoted currency. Historical and real-time data provided about cryptoasset prices are not guaranteed in terms of quality, suitability, truth, usefulness, accuracy, or completeness. You acknowledge the volatile nature of cryptoassets, and PNWR Token is not responsible for any losses incurred by holding or trading cryptoassets, even if the Platform is delayed, suspended, or interrupted. PNWR Token also makes no representations or warranties about the quality, suitability, usefulness, accuracy, or completeness of the Platform or any materials contained therein. While we will make reasonable efforts for timely processing of electronic debits and credits, we do not guarantee the time required for completion.

  • Third-Party Actions Disclaimer:
  • PNWR Token is not responsible for the actions, content, information, or data of third parties. By using the Platform, you release PNWR Token, its directors, officers, employees, agents, affiliates, and service providers from any claims and damages, known or unknown, arising from or connected to any claims you may have against such third parties.

  • Waiver of California Civil Code §1542:
  • If you are a California resident, you waive California Civil Code §1542, which states that a general release does not extend to claims that the creditor does not know or suspect to exist in their favor at the time of executing the release, and that, if known, must have materially affected their settlement with the debtor.

  • Limitation of Liability:
  • Neither PNWR Token nor its affiliates, service providers, directors, officers, employees, or representatives will be liable for any lost profits or other consequential, special, indirect, or incidental damages arising out of or in connection with this Agreement or the Platform. Even if advised of the possibility of such damages, PNWR Token's aggregate liability, and that of its affiliates and service providers, or any of their respective officers, directors, agents, joint venturers, employees, or representatives, is limited to the greater of (a) the actual fees paid to PNWR Token by you in the preceding three (3) months or (b) US$100 dollars. Applicable law may not allow the limitation or exclusion of liability or incidental or consequential damages, so the above limitation or exclusion may not apply to you. In such cases, PNWR Token's liability will be limited to the fullest extent permitted by law.

  • Legal Process Compliance:

  • As a C Corp in Wyoming, PNWR Token is required to comply with legal processes, such as writs of attachment, execution, garnishment, tax levies, restraining orders, subpoenas, warrants, or other legal directives. PNWR Token may consider these processes to be valid and may comply with them in good faith. While PNWR Token is not required to notify you of these processes, it may choose to do so via electronic communication. If PNWR Token incurs any costs associated with complying with these legal processes, including legal process fees, it may charge you for them. By agreeing to this provision, you agree to indemnify, defend, and hold PNWR Token harmless from any actions, claims, liabilities, losses, costs, attorney's fees, or damages that may arise from PNWR Token's compliance with any process that it believes to be valid. You also agree that PNWR Token may honor legal processes, regardless of the method or location of service.

  • License Agreement:
  • PNWR Token grants you a limited, nonexclusive, nontransferable, non-sublicensable license to access and use the Platform for informational, transactional, or other approved purposes. All other rights in the Platform, including websites, APIs, and other content, are reserved by PNWR Token. This limited license is the extent of your rights, and you agree not to copy, transmit, distribute, sell, resell, license, decompile, reverse engineer, disassemble, modify, publish, participate in the transfer or sale of, create derivative works from, perform, display, incorporate into another website, or otherwise exploit any content or other part of the Platform for any purpose. Additionally, you agree not to frame or display any part of the Platform without PNWR Token's prior written permission and not to use PNWR Token's trademarks without permission.

  • Non-Waiver of Rights:
  • If PNWR Token fails to act regarding a breach by you or others, it does not waive its right to act with respect to subsequent or similar breaches. This Agreement does not waive rights that cannot be waived under applicable consumer protection laws or regulations.

  • Development Agreement and Entire Understanding:
  • This Agreement, along with other agreements, policies, and terms and conditions, including any brokerage agreement and the Developer Agreement for developers, constitutes the entire understanding and agreement between you and PNWR Token. It supersedes any prior discussions, agreements, and understandings of any kind, including prior versions of this Agreement.

  • Assignment of Agreement:
  • You may not transfer or assign this Agreement or any rights, obligations, and licenses granted hereunder. PNWR Token reserves the right to assign this Agreement without notice or restriction, including to affiliates, parents, subsidiaries, or any successor in interest. Any attempted transfer or assignment in violation is null and void, except that, subject to the limits herein, this Agreement will bind and inure to the benefit of the parties, their successors, and permitted assigns.

  • Enforceability:
  • If any provision of this Agreement is held invalid or unenforceable, it will be changed and interpreted to accomplish the objectives to the greatest extent possible. Such finding shall not affect the enforceability of any other provision.

  • Third-Party Beneficiaries:
  • Except as expressly provided in this Agreement, there are no third-party beneficiaries to this Agreement.

  • Survival of Provisions:
  • Provisions related to suspension, termination, cancellation, debts, general Platform use, fees, disputes, liability, indemnity, and general provisions shall survive any termination of this Agreement.

  • Convenience of Summaries:
  • Any translation or summary of the Platform, this Agreement, or policies is provided solely as a convenience and is not intended to modify the Platform, this Agreement, or any policies. The English version will control in the event of any conflict between the English and translated versions.

  • Governing Law and Venue:
  • This Agreement is governed by the laws of the State of Wyoming, without regard to principles of conflict of laws. Subject to the Arbitration Provision, any legal action or proceeding arising under this Agreement will be brought exclusively in courts located in Wyoming, and you consent to the personal jurisdiction and venue therein.

  • Entire Agreement and Amendments:
  • This Agreement, the Privacy & Data Policy, and any other agreements and policies incorporated by reference comprise the entire understanding and agreement between you and PNWR Token. PNWR Token may amend or modify this Agreement, and the revised Agreement will be effective upon posting on the Platform or emailing to you.

  • Change of Control:
  • In case PNWR Token is acquired or merged with a third-party entity, PNWR Token may transfer or assign collected assets and information, subject to your continued beneficial ownership rights.

  • Force Majeure:
  • PNWR Token shall not be liable for delays, failure in performance, or interruptions of service due to factors beyond its reasonable control, such as significant market volatility, acts of God, civil or military authorities, terrorism, civil disturbances, strikes, other labor disputes, fire, interruption in telecommunications or Internet services, network provider failures, equipment or software failures, or other unforeseeable occurrences.