Terms of Use
Crystalize Ltd. Legal Disclaimer and Terms of Use
Last update: 14th February, 2024
Version: 1.00
PLEASE ENSURE TO READ THESE TERMS THOROUGHLY BEFORE UTILIZING THE PLATFORM. IF YOU DO NOT ACCEPT THESE TERMS, PLEASE REFRAIN FROM ACCESSING OR USING THE PLATFORM.
By accessing and using the Crystalize platform at www.crystalize.fi and associated application program interface (the “Platform”) which serve as a user interface providing access to the decentralized staking platform governed by the blockchain-based decentralized protocol (the “Decentralized Protocol”), you acknowledge and agree that you have read, understood and agreed to be bound by all the terms and conditions stipulated in the Legal Disclaimer and the Terms of Use (the “Terms”) provided below as well as our Privacy Notice at: https://www.crystalize.fi/privacypolicy.
These Terms are an agreement between you (referred to as "you"), Crystalize Ltd., a company registered under the laws of the British Virgin Islands (the “Company”, “we”, “us”, “our”), TM Company (as defined below) and the Platform operators, which encompass all parties, including legal entities, unincorporated organizations, and teams deploying smart contracts by using the Decentralized Protocol which is accessible through the Platform (referred to as "Platform Operators").
These Terms govern the implementation and use of the Platform. The Platform is distinct from the Decentralized Protocol and is one, but not the exclusive, means of accessing the Decentralized Protocol. The Decentralized Protocol comprises an open-source or sourceavailable self-executing smart contract that is deployed on Arbitrum, Optimism and Ethereum blockchain.
By using the Platform, you understand that the Company does not have custody or control over any assets or blockchains you are interacting with, and does not execute or effectuate purchases, transfers, payments, or sales of any assets.
By accessing or using, or both, of the Platform, you confirm that you are of: (i) legal age to enter into these Terms, and (ii) that you are complying and are duly authorized to use the Platform, according to the jurisdiction where you reside or from which you access the Platform. Therefore, if you do not meet the eligibility criteria, you are not permitted to use the Platform.
Please be aware that not all of the Platform’s services may be accessible in every jurisdiction. We reserve the right to limit or prohibit the use of some or all Platform’s services in certain locations ("Restricted Locations"). Restricted Locations include, but are not limited to: United States, Philippines, United Kingdom. By agreeing to these Terms you warrant and represent to us that you are not (i) located in; or (ii) under the control of a legal entity, which is established under the laws of, or resident of, or of an individual, which is a national of, or resident of; or (iii) legal entity, which is established under the laws of, or resident of; or (iv) individual, which is a national of, or resident of, the Restricted Locations.
Legal Disclaimer
1. Important Note:
1.1. PLEASE READ THE ENTIRETY OF THIS "LEGAL DISCLAIMER" SECTION CAREFULLY. NOTHING HEREIN CONSTITUTES LEGAL, FINANCIAL, BUSINESS OR TAX ADVICE AND YOU SHOULD CONSULT YOUR OWN LEGAL, FINANCIAL, TAX OR OTHER PROFESSIONAL ADVISOR(S) BEFORE ENGAGING IN ANY ACTIVITY IN CONNECTION HEREWITH.
1.2. These Terms do not constitute an offer or solicitation to conduct any transactions with digital assets and are not intended to guide investment decisions in any jurisdiction worldwide or provide specific recommendations (the ”Legal Disclaimer”).
1.3. Your access to and use of the Platform is solely at your own risk. The Company provides the access to the Platform "as is," "with all faults," and "as available", in accordance with the limitations of liability outlined in the Terms.
1.4. We do not own the underlying software which governs the operation of the Decentralized Protocol, even technically supported by us or created by us, nor do we guarantee its functionality, security, or availability.
1.5. You agree that Test Machine service (as it defined below) is provided by an external AI based machine learning auditing company, and the Company does not ensure its quality or uninterrupted and secure operation.
1.6. The Company is not liable for the deployment of smart contracts by the Deployers. It does not guarantee or accept any liability for the accuracy, completeness, or legality of smart contracts deployed by Deployers. Users of smart contracts deployed and audited through the Platform are advised to make decisions independently, consult their own advisors, and conduct their own research. If such users engage in digital asset transactions based on this information, they bear the associated risks exclusively, and they waive any right to pursue legal claims against the Company for such risks. Any possible disputes between Users of smart contracts audited through the Platform and Deployers must be resolved directly between the user and the Deployer, with the Company bearing no transaction risk or legal liability whatsoever.
1.7. The Company explicitly disclaims any responsibility for the transactions with digital assets conducted via the Decentralized Protocol. The Company is neither obligated nor able to guarantee the success of any investments. Users of smart contracts deployed and audited through the Platform bear sole responsibility for any losses incurred from their contributions and digital asset transactions, and the Company cannot be held liable for such losses under any circumstances.
2. Your Representation and Warranties.
You represent and warrant that you:
(a) accept full responsibility for all activities conducted on the Platform, including but not limited to information disclosure, protocol rules acceptance, and digital asset transactions, and should you fail to adhere to these Terms or the operating instructions outlined on the Platform’s website during such activities, we cannot be held liable in any way;
(b) have the knowledge, experience, understanding, professional advice and information to make your own evaluation of the merits and risks of any transactions made via the Platform;
(c) agree that in the event of a dispute with an operator of smart contract deployed and audited through the Platform or any other third party regarding a digital asset transaction, you will refrain from requesting the Platform to disclose relevant information through channels other than judicial or administrative channels.
3. Unanticipated Risks.
You acknowledge that due to the inherent characteristics of the Internet, the Company cannot guarantee uninterrupted access to the Platform, nor can it ensure the timeliness or security of its services. If events occur that prevent the normal operation of the system, thereby impacting your ability to access or use Platform services, the Company shall not be held liable to you or any third party. Such events may include, but are not limited to:
(a) scheduled system maintenance that requires the Platform to be temporarily shut down;
(b) errors or failures in telecommunication equipment resulting in data transmission issues;
(c) interruptions or delays in Platform services due to factors such as hacker attacks, technical adjustments, network service provider failures, or website upgrades;
(d) inability of the Platform system to function due to force majeure events like typhoons, earthquakes, tsunamis, floods, power outages, wars, terrorist attacks, etc.
Terms of Use
1. Definitions
1.1. “Deployer” means a legal entity or an individual that uses the Platform to access the Decentralized Protocol to deploy a smart contract.
1.2. “Intellectual Property Rights” means all inventions, trade secrets, know-how, developments, improvements, results, data, designs, computer programs/software and other information in any form, patentable or unpatentable, patented or unpatented, copyrighted or uncopyrighted, copyrightable or not, which are conceived, created, written, developed, reduced to practice, acquired, owned or controlled by the Company.
1.3. “Staker”, “User” means a legal entity or an individual that uses the Platform to access the smart contract of the Deployer.
2. General Provisions
2.1. These Terms constitute a legal agreement and create a binding contract between you, the Company and the Platform operators.
2.2. The Platform provides access to the Decentralized Protocol for the deployment of smart contracts, provide Deployers with access to an integrated framework for protocol verification and audit, and enable further interactions between smart contract Deployers and Stakers by them using the Decentralized Protocol.
2.3. The Platform allows Deployers to:
- have an access to use an integrated solution provided by TestMachine Inc., a corporation organized and existing under and by virtue of the provisions of Wyoming Business Corporation Act, an external AI-based machine learning auditing company (the “TM Company”) for smart contract verification and audit check before deployment for potential vulnerabilities, including but not limited to the ability to mint an unlimited supply of digital assets (the “Test Machine”);
- have an access to the Decentralized Protocol to deploy the smart contracts using a predefined by the Decentralized Protocol customizable smart contract template, that allows to configure basic aspects of the smart contract, including but not limited to reward amounts, minimum and maximum token stakes, and the duration of the staking period.
2.4. The Platform allows Stakers to:
- have an access to the Decentralized Protocol to stake their eligible digital assets and receive rewards in accordance with the rules of the relevant smart contract deployed by the Deployers via the Decentralized Protocol, within the limitations and conditions provided by these Terms and smart contract deployed by the Deployers;
- request from the Deployers the withdrawal of their digital assets, subject to the limitations as stated in the rules of the relevant smart contract deployed via the Decentralized Protocol.
2.5. If you are acting as Staker, you understand and agree that we are not obliged to correct the deployed smart contract you are interacting with, and that we don't guarantee that you will receive any staking rewards.
3. Test Machine Service
3.1. By agreeing to these Terms and utilizing the Platform as a Deployer, you agree to use the integrated Test Machine feature before smart contract deployment, that will conduct verification of the pre-deployed smart contracts, and provide you with reports based on its results.
3.2. While we ensure the ongoing successful integration of the Platform with the Test Machine service, we do not guarantee continuous and secure operation of the smart contract after its deployment.
4. Test Machine Service Fee
4.1. Before initiating the Test Machine audit process, the Deployer must remit the service fee (the “Test Machine Service Fee”) for the audit to the TM Company in accordance with the smart contract rules established by the Decentralized Protocol.
4.2. We provide no refunds of the Test Machine Service Fee.
5. On-Chain Staking
5.1. The on-chain staking is activity that is provided by you as the Deployer by means of the Decentralized Protocol is accessible through the Platform, subject to the terms and conditions of the Terms, including your fulfillment of all applicable eligibility criteria.
5.2. On-chain staking enables interactions between you as Deployer and Stakers of your smart contract, which has been deployed via the Decentralized Protocol accessible through the Platform and audited with the Test Machine.
6. On-Chain Staking Fees
The Deployer will remit to the Company the applicable percentage of staking rewards received from the stakers of its smart contract (presently, in the amount of 3%), which will be used as a service charge to pay the Company for using the Platform, provided that the applicable percentage and timing of such remittances can be determined by us in our sole discretion.
7. Prohibited Activity
7.1. You agree not to utilize the Platform for any unlawful activities or in violation of any laws or regulations. You further commit to adhering to global internet usage norms, as well as all network protocols, rules, and procedures governing the Platform services.
7.2. You agree and assure that you will refrain from using the Platform to infringe upon the rights and interests of others or to engage in any unlawful activities. You acknowledge that you will be held responsible for any legal consequences resulting from breaching these Terms. Such prohibited activity include:
(1) engaging in activities that may compromise the Platform's system integrity or data security;
(2) utilizing the Platform to disrupt the normal operation of the Internet or mobile networks.
(3) intentionally disrupting digital asset transactions taking place on the Platform;
(4) employing technical or other means to interfere with the Platform's operation or another user's service usage;
(5) maliciously damaging the Platform's reputation through false or exaggerated claims;
(6) suspected involvement in money laundering, or cash-out schemes;
(7) any other behavior deemed inappropriate by the Company.
7.3. The Company retains the authority to remove any information that violates legal policies, contains false content, or is deemed inappropriate, at its discretion. The Company assumes no responsibility for such actions. In cases where you fail to adhere to these guidelines, the Company may, at its discretion and without assuming any responsibility, take actions such as suspending or terminating your access to the Platform.
7.4. You agree that if any third party brings forth a claim or demand for compensation (including attorney fees) due to your breach of these Terms, or infringement of any law or rights of a third party through your use of the Platform, you will indemnify and hold harmless the Company against such claims or demands.
7.5. You commit to ensuring that all information uploaded or shared to receive access to the Platform is genuine and accurate. In the event that the Platform or any other user experiences losses due to your failure to uphold these commitments, you will be held liable for such losses.
7.6. If we become aware or have reasonable suspicion, at our sole discretion, that your account is or may be linked to any type of the prohibited activity outlined above, we will deem it a violation of these Terms. Consequently, we may suspend or terminate your account or block access to the Platform’s services in certain cases. Additionally, we reserve the right to report any suspected or actual involvement in any type of the prohibited activity outlined above to law enforcement authorities.
8. Limitation of Liability
8.1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (A) WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHER LEGAL THEORY, INCLUDING DAMAGES FOR LOSS OF PROFITS, USE, OR DATA, LOSS OF OTHER INTANGIBLES AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (B) WITHOUT LIMITING THE FOREGOING, WE WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE PLATFORM, INCLUDING ANY VIRUS THAT MAY BE TRANSMITTED IN CONNECTION THEREWITH; (C) YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE PLATFORM IS TO STOP USING THE PLATFORM; AND (D) OUR AGGREGATE LIABILITY FOR CLAIMS ARISING OUT OF OR IN CONNECTION WITH ANY SINGLE USER'S USE OF THE PLATFORM, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED AGGREGATE AMOUNT OF USD 100.
8.2. IN SOME JURISDICTIONS, THE EXCLUSION OR RESTRICTION OF INCIDENTAL OR CONSEQUENTIAL LOSSES IS NOT ALLOWED, SO THIS LIMITATION OR EXCLUSION MAY NOT BE APPLICABLE TO YOU.
9. Disclaimer of Warranties
YOU ACKNOWLEDGE THAT THE PLATFORM IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, AND MAY NOT BE FUNCTIONAL ON ANY MACHINE OR IN ANY ENVIRONMENT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES RELATING TO THE PLATFORM, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES AGAINST INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE SUITABILITY OF THE PLATFORM FOR YOUR INTENDED REQUIREMENTS OR PURPOSES, INCLUDING FOR USE WITH YOUR SOFTWARE APPLICATION. FURTHER, THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE INTEGRITY OF DATA THAT YOU TRANSMIT, TRANSFER, STORE, OBTAIN OR RECEIVE THROUGH USE OF THE PLATFORM. THE COMPANY IS NOT OBLIGATED TO MAINTAIN OR SUPPORT THE PLATFORM, OR TO PROVIDE YOU WITH UPDATES, FIXES, OR SERVICES RELATED THERETO. YOU ASSUME ALL RISK ARISING FROM USE OF THE PLATFORM, INCLUDING, WITHOUT LIMITATION, THE RISK OF DAMAGE TO YOUR COMPUTER SYSTEM, SOFTWARE APPLICATION, THE CORRUPTION OR LOSS OF DATA, AND COMPLIANCE WITH ALL APPLICABLE LAWS AND REGULATIONS (INCLUDING LAWS AND REGULATIONS RELATED TO PRIVACY AND DATA PROTECTION).
10. Indemnification
10.1. You agree to defend, indemnify, and hold harmless us, along with our members, employees, affiliates, contractors, licensors and agents, from any claim, demand, action, damage, loss, cost, or expense (including reasonable attorneys’ fees) arising from:
(1) your use of our Platform;
(2) your violation of these Terms;
(3) your infringement, misappropriation, or violation of the rights of any other person or entity;
(4) any content, materials, or information (in any form or medium) that you submit, upload, provide, contribute, or make available through the Platform.
10.2. If you are obligated to indemnify us, we have the right to control any action, and you cannot settle any action without our consent, except for settlements solely involving monetary damages which you fully cover.
11. Intellectual Property Rights
11.1. All components and the content of the Platform, belong to the Company and are protected by the intellectual property rights legislation, unless stated otherwise.
11.2. The Platform may contain materials, including information, trademarks, data, text, editorial content, design elements, look and feel, formatting, graphics, images, photographs, videos, music, sounds and other content, which owned, operated, licensed, or controlled by the Company and which is protected by copyright, trademark, trade secret, or other proprietary rights (collectively, the "Company’s Content"). Company or its relevant affiliates, suppliers, or licensors, retain all rights in such Company’s Content. Company grants you a limited, revocable, personal, non-transferable, non-sublicensable and non-exclusive right to view the Company’s Content solely for your internal access to, and use of the Platform.
11.3. The Company’s Content is for informational purposes only, you should not construe any such information or other material as legal, tax, investment, financial, or other advice.
11.4. You must not reproduce, reprint, publish, modify, distribute, display, transmit, license, transfer, or otherwise exploit the content or technology associated with the Platform without the express prior written consent of the Company.
11.5. Violation of any of the Intellectual Property Rights of the Company is strictly prohibited.
11.6. Nothing in these Terms shall operate to assign or transfer any Intellectual Property Rights from the Platform to you, or from you to the Platform, except expressly stated otherwise.
12. Term and Termination
12.1. These Terms of Use shall remain in force until terminated. You may terminate these Terms at any time by discontinuing your use of the Platform.
12.2. We reserve the right to terminate these Terms at our discretion if you breach any of the terms outlined herein.
12.3. The termination of these Terms shall not prevent the Company from seeking any remedies against the other party for any breach of these Terms occurring prior to such termination.
12.4. Notwithstanding the foregoing, Sections 8 (Limitation of Liability), 9 (Disclaimer of Warranties), 10 (Indemnficiation), 11 (Intellectual Property Rights), 14 (Severability) and 18 (Governing Law) will survive any termination of these Terms.
13. Taxes
You bear full responsibility for identifying and addressing any taxes associated with your use of the Platform. This encompasses assessing, collecting, reporting, and remitting taxes to the appropriate tax authorities. We are not obliged to, nor will we, ascertain the applicability of taxes, or undertake any tax calculations, collections, reporting, or remittances to tax authorities for transactions.
14. Severability
If any term, clause, or provision of these Terms is found to be invalid or unenforceable, then that term, clause, or provision shall be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, cause, or provision, or any other terms, clause, or provision of these Terms.
15. Assignment
15.1. These Terms are for the benefit of the parties and their successors and assigns. The parties and their successors and assigns are bound by these Terms.
15.2. We may assign our rights under these Terms without your consent at any time and without notice.
15.3. You are obliged to receive Company’s written consent prior to assignment of any of yours rights or obligations under these Terms to the third-party.
16. Modification and Revision
We reserve the right, at our sole discretion, to change, modify, update, add, or remove portions of the Terms at any time, with or without any prior notice to you. Please check these Terms periodically for any changes. Your continuing use of the Platform following any revisions or changes to the Terms will constitute your irrevocable acceptance of any and all such revisions and changes.
17. Language and Translations
These Terms may, at our sole and absolute discretion, be translated into a language other than the English language. You agree that any such translation shall only be for your convenience and the English text shall prevail in the event of any ambiguity, discrepancy or omission as between the English text and any translated text.
18. Governing Law
18.1. These Terms shall be governed by and construed in accordance with the laws of the British Virgin Islands.
18.2. Any dispute controversy, or claim arising out of, or relating to, or in connection with these Terms, including with respect to the formation, applicability, breach, termination, invalidity, enforceability or any dispute regarding non-contractual obligations arising out of or relating to such obligations, shall be referred to the competent courts of the British Virgin Islands.
19. Relationship of the Parties
Nothing in these Terms is intended to or shall operate to create a partnership or joint venture between you and the Company, or authorize you to act as agent of the Company.
20. Contact Information
If you have any questions relating to these Terms, your rights and obligations arising from these Terms and/or your use of the Platform, or any other matter, please contact: [email protected]