POWERLOOM INCENTIVIZED TESTNET
TERMS AND CONDITIONS
Last Updated: 17 August 2023
THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING RISKS, YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MAY IMPACT YOUR RIGHTS, INCLUDING AS TO HOW DISPUTES ARE RESOLVED. PLEASE READ IT CAREFULLY.
These PowerLoom Incentivized Testnet Terms and Conditions (the "Terms") apply to your access to, and use of, the websites, platform, software, technologies, features and other online products and services (collectively, the "Powerloom Services") provided or made available by PowerLoom Network Ltd (the "Company", "we", "us" and "our") in connection with the incentivized testnet (the "Testnet") designed to improve the operational experience, security, and design of the PowerLoom Network, to expose potential issues and to improve participant experiences prior to the mainnet launch of the PowerLoom Network.
By accessing or using the Services or by participating in the Testnet, you are agreeing that you have read, understood and agree to be legally bound by these Terms, and in particular the eligibility requirements in section 5 below, and any other agreements or terms as set forth by the Company (together, the "Company Terms"). These Terms constitute a binding obligation between you and the Company. If you do not agree to these Terms, or the Company Terms, do not use the PowerLoom Services or participate in the Testnet.
If you are accessing or participating in the Testnet on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. In that case, “you” and “your” will also refer to that company or other legal entity.
YOUR PARTICIPATION IN THE TESTNET IS ENTIRELY VOLUNTARY, BUT IF YOU ARE PARTICIPATING IN THE TESTNET, YOU MUST STRICTLY ADHERE TO THESE TERMS.
You acknowledge and agree that your participation in Testnet is subject to our privacy policy in place from time to time and as determined by us in our sole discretion and as part of that you acknowledge and agree that we may collect, use and disclose your information provided or obtained by participating in Testnet.
The Company may update these Terms at any time, in its sole discretion. If it does so, the Company will be deemed to have delivered a notice of such update to you (1) if it has posted the updated Terms at the website address where the Terms were originally posted, or (2) if it has posted the updated Terms on its website, or any applicable blog or forum used for sharing information, or (3) if it provides you with a copy of the updated Terms through other communications, including in person, in writing, by facsimile or by e-mail. It is important that you review any and all updates to the Terms and check the foregoing sources regularly for updates. If you continue to participate in Testnet after the Company has posted updates to its Terms, you are agreeing to be bound by the updated Terms. If you don’t agree to be bound by the updated Terms, then you must notify the Company and immediately and permanently cease all participation in the Testnet.
Testnet will commence on the date prescribed by the Company and continue until terminated by the Company in its sole discretion (“Testnet Period”). Notwithstanding any other information provided by the Company regarding the Testnet (including on its website, blog posts or through other communications (such as forums, Telegram, Discord, or other channels), the Company may change, discontinue, or terminate, temporarily or permanently, all or any part of the Testnet, at any time and without notice, at its sole discretion (including prior to providing any incentives or rewards).
To participate in the Testnet, you represent and warrant to the Company that:
Furthermore, in order to participate in the Testnet, participants must have access to computing resources with reliable high-speed internet connection, must demonstrate the ability to configure and deploy a Testnet node to the satisfaction of the Company in its sole discretion, must satisfy the basic requirements for running a snapshotter as listed at https://github.com/PowerLoom/deploy#requirements and will be required to provide certain identifying information (e.g. name, residence or domicile, date of birth, etc.) and related documentation and pass sanctions and watchlist screening. Failure to provide such identifying information, pass sanctions and watchlist screening, and/or a failure to demonstrate compliance with the requirements herein may result in termination of your participation, forfeiture of any Testnet incentives or rewards, and prohibition from participating in future testnet challenges, and other actions.
Among those candidates who register for the Testnet and meet all of the eligibility criteria, the Company will select the participants for the Testnet at its sole discretion based on criteria as determined by the Company (which may include, without limitation, geographical distribution and applicant reputation). By applying or registering, there is no promise or guarantee that you will be able to participate in Testnet.
The Company’s current plan regarding the Testnet (the "Plan") is available at https://coinlist.co/powerloom-testnet. However, notwithstanding this information or any other information provided by the Company regarding the Testnet (including on its website, blog posts or through other communications (such as forums, Telegram, Discord, or other channels)), the Company may change or modify the Plan at any time, including with respect to its eligibility requirements, the number of participants eligible to participate in Testnet, the requirements of the Testnet, and the Testnet incentives or rewards.
The Testnet may operate in certain phases. Your selection or participation in any one phase of the Testnet does not imply that you will be selected for any other phases of the Testnet.
The Company may share identifying information and documentation with certain vendors or third-party providers who provide such identity verification and sanctions and watchlist screening services (the "Third-Party Services"). You agree that your access and use of such Third-Party Services is governed solely by the terms and conditions of such Third-Party Services, and the Company is not responsible or liable for, and makes no representations as to any aspect of such Third-Party Services, including, without limitation, their content or the manner in which they handle, protect, manage or process data or any interaction between you and the provider of such Third-Party Services. You irrevocably waive any claim against the Company with respect to such Third-Party Services. The Company shall not be liable for any damage or loss caused or alleged to be caused by or in connection with your enablement, access or use of any such Third-Party Services, or your reliance on the privacy practices, data security processes or other policies of such Third-Party Services.
Furthermore, the Testnet and the PowerLoom Services may contain links to websites or services operated by third parties. The Company shall not be responsible for and disclaims any and all liability for such websites and services content and privacy policies and does not endorse any linked material.
As part of your participation in Testnet, the Company may choose, in its sole discretion, to provide certain incentives or rewards to eligible participants for completing certain activities related to Testnet. Rewards may take the form of cryptographic tokens if and when the PowerLoom Network launches. Other contributions to Testnet may further be rewarded by the Company in its discretion. Notwithstanding any other information provided by the Company regarding the Testnet (including on its website, blog posts or through other communications (such as forums, Telegram, Discord, or other channels), the Company may in its discretion change or modify the amounts or types of rewards or incentives and/or discontinue, or terminate, temporarily or permanently, all or any part of the incentives or rewards program at any time and without notice and the Company may remove or reallocate any rewards or incentives earned by any participant or elect not to provide any rewards to any participant.
The Company reserves the right to block your access to Testnet. If you violate any of the terms and conditions of the Terms (as determined solely by the Company) or if you do not complete the necessary information or fail to provide accurate information, then you will not be eligible to receive rewards.
You agree that any rewards or incentives received will be for your services in testing the Testnet.
As part of certain phases of the Testnet, mainnet or as part of providing incentives/rewards, the Company may send tokens or rewards to you. In order to connect and engage with the PowerLoom Network or to receive these tokens or rewards, you will be required to connect a non-custodial Ethereum wallet (a "Wallet") to the PowerLoom Network.
You acknowledge that you are solely responsible for the management of the private keys for, and security of, your Wallet. The Company does not and will not manage, store, collect or otherwise access the private keys for your Wallet. The Company does not have custody or control over the contents of your Wallet and has no ability to retrieve or transfer its contents.
The Company is not and will not be responsible or liable for any claims, damages, losses or liabilities whatsoever resulting from the compromise of your systems or Wallet or arising directly or indirectly from your failure to comply with this clause 8 of the Terms.
We may make any improvement, modifications or updates to the Testnet including, but not limited to, changes and updates to the underlying software, infrastructure, security protocols, technical configurations or service features (the “Updates”) from time to time. Your continued access and use of the Testnet are subject to such Updates and you shall accept any patches, system upgrades, bug fixes, feature modifications, or other maintenance work that arise out of such Updates. We are not liable for any failure by you to accept and use such Updates in the manner specified or required by us. Although the Company is not obligated to monitor access to or participation in Testnet, it has the right to do so for the purpose of operating Testnet, to ensure compliance with the Terms and to comply with applicable law or other legal requirements.
In your use of the Testnet, you may accumulate “testnet tokens,” such as through a faucet or other means, which are not, and shall never convert to or accrue to become mainnet tokens or any other tokens or virtual assets. Testnet tokens are virtual items with no monetary value. Testnet tokens do not constitute any currency or property of any type and are not redeemable, refundable, or eligible for any fiat or virtual currency or anything else of value. Testnet tokens are not transferable between users outside of the Testnet, and you may not attempt to sell, trade, or transfer any Testnet tokens outside of the Testnet, or obtain any manner of credit using any Testnet tokens. Any attempt to sell, trade, or transfer any Testnet tokens outside of the Testnet will be null and void.
The Company may, from time to time and in our sole discretion, decide to delete, wipe or otherwise remove the Testnet without notice. If the Testnet expires or terminates, you acknowledge and agree that your access to and use of your Testnet tokens will be removed, and all accrued Testnet tokens will be deleted from the Testnet system. Testnet tokens will not be converted into any future rewards offered by the Company.
We grant you a non-exclusive, limited, revocable, terminable, personal, non-transferable license solely for the purpose of participating in the Testnet and using the PowerLoom Services, in strict accordance with these Terms, without any right to grant sublicenses. You agree that you will not use, modify, distribute, tamper with, create derivative works of, publicly display, publicly perform, republish, download, store, reverse engineer, disassemble or decompile any of the Testnet and PowerLoom Services for any purpose other than as expressly permitted pursuant to the Terms. Such license shall automatically expire upon the termination of your participation in the Testnet.
Except as set forth in this clause 0, you acknowledge and agree that the Company and our licensors retain ownership of all intellectual property rights of any kind related to the Testnet and the PowerLoom Services, including without limitation applicable copyrights, trademarks, service marks and other proprietary rights, text, graphics, photographs, images, moving images, sound, illustrations, data , computer code (including source code or object code), products or software and all other elements of the Testnet and the PowerLoom Services. We reserve all rights not expressly granted under the Terms.
The Company welcomes feedback, comments and suggestions for improvements to the Testnet (“Feedback”). You agree that the Company may use and disclose Feedback in any manner and for any purpose. You hereby assign to the Company any and all right, title, and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.
You will not under any circumstances (in each case except as otherwise contemplated as part of these Terms):
The Company reserves the right to request information about, review and investigate all Testnet activities, and to disqualify participants if it believes a participant has engaged in any activity that is abusive, fraudulent, in bad faith or otherwise constitutes a prohibited activity or fails to meet Testnet standards and requirements.
You agree to comply with all applicable laws, rules, regulations, and any generally accepted practices or guidelines in the relevant jurisdictions (including all applicable privacy and data collection laws and regulations) in connection with your participation with Testnet. To the extent required by law, you are solely responsible for obtaining or filing any approval, clearance, registration, permit, or other regulatory authorization and shall comply with the requirements of such authorization.
You acknowledge and agree that, to the fullest extent permitted by applicable law, in no event shall the Company, any of our affiliates, nor any of the officers, directors and employees of the Company or our affiliates, be held liable for any indirect, incidental, special, punitive, exemplary, consequential or special liability including loss of profits, loss of revenues, loss of goodwill, or loss of data, in any way whatsoever arising out of or in any way related to your use of, or interaction with, the Testnet or the PowerLoom Services regardless of the form of action, whether in contract, tort, strict liability or otherwise. In case of direct liability, damages must be actual and proven.
No provision in these Terms will be deemed to exclude or limit the liability of the Company to you in respect of any fraud or fraudulent misrepresentation made by us.
To the maximum extent permitted by law, in no event will the cumulative liability of the Company, any of our affiliates or any of the officers, directors and employees of the Company or our affiliates for any claims arising out of or related to the Terms, the PowerLoom Services or the Testnet exceed one hundred dollars ($100). The limitation of liability reflects the allocation of risk between the parties.
The Testnet is 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, we specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and/or non-infringement. The Company has made no promises or guarantees with respect to delivery of any future features or functions. Any discussions of any future features or functions, either prior to or following the agreement to these Terms, are for informational purposes only, and the Company has no obligation to provide any such features or functions. You acknowledge that you have not relied on any statement, promise, assurance, or warranty that is not set out in these Terms.
You accept and acknowledge that there are risks associated with participating in Testnet including, but not limited to, the risk of failure of hardware, software and internet connections, the risk of malicious software introduction, loss of rewards, and security risks. You accept and acknowledge that the Company will not be responsible for any losses, failures, disruptions, errors, distortions or delays you may experience when participating in Testnet, however caused. The Company will not be responsible or liable to you for any loss and takes no responsibility for and will not be liable to you for your participation in Testnet.
We do not make any representations or warranties that access to or participation in the Testnet, any part of the PowerLoom Services, or any of the materials contained therein, will be continuous, uninterrupted, timely, or error-free. Any Rewards you receive (including any tokens) as part of the Testnet may have no value.
Some jurisdictions do not allow certain warranty disclaimers or limitations on liability. Only disclaimers or limitations that are lawful in the applicable jurisdiction will apply to you and our liability will be limited to the maximum extent permitted by law.
You understand and agree that:
To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless Company and our subsidiaries and affiliates, and each of our respective officers, directors, agents, partners and employees (individually and collectively, the “Company Parties”) from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to (a) your access to or use of the PowerLoom Services or the Testnet; (b) your violation of these Terms; (c) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); or (d) your conduct in connection with the PowerLoom Services or your participation in the Testnet. You agree to promptly notify the Company Parties of any third-party Claims, cooperate with the Company Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including attorneys’ fees). You also agree that the Company Parties will have control of the defense or settlement, at Company’s sole option, of any third-party Claims.
The indemnification obligations under this clause 16 shall survive the Terms and your participation in the Testnet.
All information or content provided or displayed by these Terms is for informational purposes only and should not be construed as professional advice (including, without limitation, tax, legal, or financial advice). You should not take or refrain from taking any action based on any information or content displayed or provided in the Terms. You should seek independent professional advice before making any financial, legal, or other decisions.
You are responsible for the payment of all taxes associated with your receipt of any rewards. You agree to provide the Company with any additional information and complete any required tax or other forms relating to your receipt of such rewards. You may suffer adverse tax consequences as a result of your participation in Testnet. You hereby represent that (i) you have consulted with a tax adviser that you deem advisable in connection with your participation, or that you have had the opportunity to obtain tax advice but have chosen not to do so, (ii) the Company has not provided you with any tax advice with respect to your participation, and (iii) you are not relying on the Company for any tax advice.
You acknowledge that, in connection with your participation in the Testnet, you may be exposed to data and information, including product, technology, business, and strategy information that is confidential and proprietary to the Company (collectively, “Confidential Information”). All Confidential Information shall be sole and exclusive property of the Company and may be used by you only for participation in the Testnet and/or assisting the Company in resolving any security issue you have reported to the Company. You may not reveal, publish, or otherwise disclose the Confidential Information to any third party without the prior written consent of the Company, and shall protect the Confidential Information from disclosure using the same degree of care you use to protect your own confidential information of like kind, but in no event using less than reasonable care.
Excluded from the above obligation is such information that (i) is or was generally available in the public domain at the time of its notification to the other party, or (ii) (v) is required to be transmitted pursuant to a court or government order. The confidentiality obligation applies beyond the duration of the Terms.
These Terms shall be construed in accordance with the laws of the British Virgin Islands, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.
Dispute Resolution Process. If you have a claim arising out of or relating to the Terms, your participation in the Testnet or your use of the PowerLoom Services, you must contact us by submitting a claim in written notice to [email protected]. The notice must (1) describe the nature and basis of the claim or dispute, (2) set forth the specific relief sought, (3) provide your name, current address and email. We will endeavor to review the claim and respond within a reasonable time period not to exceed 30 days. If the claim is not resolved within such 30-day period, you and the Company agree to resolve the claim by binding arbitration pursuant to the arbitration procedure set out in this clause 20. Arbitration is a form of private dispute resolution and replaces the right to go to court. In the absence of this arbitration agreement, you may otherwise have a right or opportunity to bring claims in a court, before a judge or jury, and/or to participate in or be represented in a case filed in court by others (including, but not limited to, class actions). Your acceptance of these Terms constitutes a waiver of your right to litigate claims and all opportunity to be heard by a judge or jury. There is no judge or jury in arbitration, and court review of an arbitration award is limited. The arbitrator must follow these Terms and can award the same damages and relief as a court (including attorney’s fees).
Arbitration Procedure. Any controversy, dispute or claim arising out of or relating to these Terms, your participation in the Testnet or your use of the PowerLoom Services, shall be referred and finally resolved by arbitration administered by the BVI International Arbitration Centre (“BVI IAC”) under the BVI IAC Arbitration Rules. (“BVI IAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause 20. The law of this arbitration clause shall be the laws of the British Virgin Islands. The place of arbitration shall be the British Virgin Islands. Unless the parties agree otherwise, the number of arbitrators shall be one. The language to be used in the arbitral proceedings shall be English.
Any dispute between your and the Company arising out of or relating to these Terms that is not subject to arbitration or cannot be heard in small claims court will be resolved and filed only in the courts of the British Virgin Islands. In such case, you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these Terms.
Class Action Waiver. Except as otherwise provided in these Terms, to the fullest extent permitted by applicable law, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, consolidated action, representative action, or private attorney general action) unless both you and the Company specifically agree to do so in writing following initiation of the arbitration. Neither you, nor any other user of the PowerLoom Services or participant in the Testnet can be a class representative, class member, or otherwise participate in a class, consolidated, or representative proceeding.
You may not sell, assign, novate or otherwise transfer any of your rights, duties or obligations under the Terms without the Company's prior written consent. Any attempt by you to assign or transfer the Terms, without such consent, will be null and void. The Company reserves the right to assign or transfer the Terms or any of the Company's rights, duties and obligations hereunder to any third party. Subject to the foregoing, the Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
If any term, clause, or provision of the Terms is held to be illegal, invalid, void, or unenforceable (in whole or in part), then such term, clause, or provision shall be severable from the Terms without affecting the validity or enforceability of any remaining part of that term, clause, or provision, or any other term, clause, or provision in the Terms, which will otherwise remain in full force and effect. Any invalid or unenforceable provisions will be interpreted to affect the intent of the original provisions. If such construction is not possible, the invalid or unenforceable provision will be severed from the Terms, but the rest of the Terms will remain in full force and effect.
If you have any questions about these Terms or otherwise need to contact us for any reason, you can reach us at: [email protected].