1. INTELLECTUAL PROPERTY
- The Service and its original content, features and functionality are and will remain the exclusive property of Penky and its licensors.
2. LINKS TO OTHER WEBSITES
- Our Service may contain links to third-party web sites or services that are not owned or controlled by Penky.
- Penky has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that Penky shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or services.
- We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.
3. KNOWLEDGE REQUIRED
- The Buyer confirms that he understands and has significant experience with cryptocurrencies, blockchain systems and services, and understands the risks associated with the purchase of the PENKY tokens as well as the mechanisms related to the use and holding of cryptocurrencies.
- By purchasing PENKY tokens, the Buyer acknowledges having carefully reviewed the White Paper and understanding the risks, costs and benefits associated with the purchase, storage and use of the PENKY tokens.
4. VOLUNTARY KNOW YOUR CUSTOMER (KYC)
- The DAO is not a financial intermediary and is not required to obtain any authorization for Anti-Money Laundering purposes. Notwithstanding the aforesaid, the purchase of the PENKY tokens is conditional upon the positive conclusion of an AML/KYC identification process and the Buyer shall provide the DAO with all requested documents and information necessary or useful to the DAO to complete the AML/KYC process.
- The Buyer accepts that he will not be entitled to purchase PENKY tokens in the event of the DAO concluding that the Buyer fails to meet the AML requirements set by the DAO.
- The Buyer acknowledges and accepts that acquiring and storing the PENKY tokens entails various risks, in particular (but not limited to) the risk of the DAO not being able to launch its platform and/or its operations, to develop or benefit from its blockchain and/or to provide the services to which the PENKY tokens are related or is forced (in particular owing to changes in the legal environment and/or issuance of new laws or regulations and/or new leading interpretations of the current legal framework and/or case law, which might also have a retroactive effect) to discontinue its operations or change its business model.
- The Buyer confirms having carefully considered the risks, costs and benefits of acquiring PENKY tokens within the framework of the PENKY token Founder Sale and obtained independent legal and tax advice in this regard.
6. NO INVESTMENT INVITATION
- This Agreement shall not and cannot be considered an invitation to enter into an investment. This Agreement does not constitute or relate in any way nor should it be considered or interpreted as an offering of securities in any jurisdiction.
- This Agreement does not include or contain any information or indication that might be considered or interpreted as a recommendation or that might be used to base any investment decision.
- This Agreement does not constitute an offer or an invitation to purchase shares, bonds, securities or rights belonging to the DAO or any related or associated DAO (the “DAO’s Group“). The PENKY tokens will be used as a private means of payment once the services become accessible and is not intended to be used as an investment.
7. NO SECURITY
- The sale of the PENKY tokens is final: the PENKY tokens are non-refundable and not redeemable.
- The PENKY tokens are not convertible into shares or certificates of the DAO or the DAO’s Group and do not grant any right to receive any such share or certificate.
- The PENKY tokens do not confer any direct or indirect right to the DAO’s or DAO’s Group capital or income and, in particular, do not grant any right to dividends or interests or to any other share or participation of the DAO or DAO’s Group revenue or earnings.
- The PENKY tokens are not proof of ownership of any asset belonging to the DAO or to the DAO’s Group or of a right of control over the DAO or the DAO’s Group and does not grant to the owner any right to assets of the DAO or of the DAO’s Group.
- The PENKY tokens are not shares or participation certificates and give no right to participate in, or vote in, the general meeting of the DAO or the DAO’s Group or to influence in any way the respective corporate governance or the decisions of the corporate bodies of the DAO or the DAO’s Group.
- At the date of the PENKY token Founder Sale, the DAO determines that the PENKY tokens lack the legal qualification of a security pursuant and therefore do not qualify as “Asset Tokens”.
- Pursuant to the Guidelines and current practice, the PENKY token is a utility token (or possibly a hybrid token) which can only be used to access and use the Penky Platform and as means of payment within the Penky Platform and is not intended to be used as an investment.
- The offering of the PENKY token on a trading platform, if any, may be made to allow additional buyers to use and/or to access the Penky Platform and not for speculative purposes and does not change the legal qualification of the token as a utility token (or possibly a hybrid token).
8. CHANGES IN THE LEGAL ENVIRONMENT
- By purchasing the PENKY tokens, the Buyer acknowledges and accepts that the Founder Sale and the purchase of the PENKY tokens is taking place within a legal environment that is still under development. Regulatory authorities are carefully scrutinizing businesses and operations associated to cryptocurrencies in the world.
- The Buyer understands and accepts that regulatory measures, investigations or actions may affect the DAO’s business and even limit or prevent it from performing or developing its operations.
- By purchasing the PENKY tokens, the Buyer confirms he is aware that the DAO’s business model may change owing to new legal, regulatory and compliance requirements from any applicable laws in any jurisdiction, including with retroactive effect. The Buyer acquiring the PENKY tokens therefore acknowledges and accepts that neither the DAO nor any DAO of the DAO’s Group shall be held liable for any direct or indirect loss or damage caused by such changes.
9. NO OFFER – NO INVESTMENT ADVICE – NO REPRESENTATIONS OR WARRANTIES
- This Agreement shall not be construed as an offer, personal recommendation or solicitation to conclude a transaction and should not be treated as providing investment advice.
- The DAO is not to be considered an advisor in any legal, tax or financial matter. Any information in this Agreement and/or in the White Paper is provided for general information purposes only and the DAO provides no representation and/or warranty as to the accuracy and completeness of the information included in this Agreement and/or in the White Paper.
- Given the lack of qualification of the crypto token in most countries, the Buyer confirms having carried out a legal and tax analysis concerning the purchase and ownership of the PENKY tokens according to his nationality and place of residence.
10. IMPORTANT DISCLAIMER
- By participating in the PENKY Token Founder Sale and/or by receiving PENKY tokens in the PENKY Token Founder Sale, no form of partnership, joint venture or any similar relationship between the Buyer and the DAO and/or other individuals or entities involved in the deployment of the Penky Platform is established or created.
- Your use of the Service is at your sole risk. The Service is provided on an “AS IS” and “AS AVAILABLE” basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.
- The Buyer understands and accepts that for the purpose of the development and execution of the business of the DAO, the DAO receives the full consideration raised in both the PENKY Token Founder Sale and the Private Sale (the “Private Proceeds“). The Private Proceeds may be used to cover expenses, charges and other costs that may arise from the DAO and/or its subcontractors as part of the development and execution of the Penky Platform and the PENKY token Founder Sale as well as the Private Sale as such. It remains at the DAO’s sole discretion to decide how to allocate the funds.
- The DAO will do its utmost to launch the Public Sale and its operations and develop the Penky Platform and/or provide the services described in this Agreement and/or in the White Paper. By purchasing the PENKY tokens, the Buyer confirms to be aware that the DAO provides absolutely no guarantee in terms of the actual launching of the Public Sale, the actual performance of the operations, the development of the Penky Platform and/or the provisions of the DAO’s services on the Penky Platform after the Public Sale and/or at any time when the PENKY token is available pursuant to the lock-up periods.
- The PENKY tokens will be issued through a technical process that uses ”Blockchain” technology. This is an open source IT protocol over which the DAO has no rights or liability in terms of its development and operation. The PENKY token distribution mechanism will be controlled by a Smart Contract; this involves a computer program which can be executed on the Ethereum network or on another blockchain network compatible with the Smart Contract programming language. By purchasing the PENKY tokens, the Buyer therefore acknowledges and accepts that the DAO assumes no liability or responsibility for any loss or damage resulting from or related to the inability to use the PENKY tokens, the Penky Platform and/or the services available on Penky Platform, except in the event of intentional misconduct or gross negligence.
- The PENKY tokens are based on the Ethereum protocol. Any malfunction, unplanned function or unexpected operation of the Ethereum protocol may cause the PENKY token network to malfunction or operate in an unexpected way. Moreover, the native Ethereum Protocol account unit may itself lose value in a similar way to tokens, and also in other ways. The DAO assumes no liability or responsibility in this respect except in the event of intentional misconduct or gross negligence directly attributable to the DAO.
- The DAO assumes no liability or responsibility for any loss of the PENKY tokens or situations preventing access the PENKY tokens, which may result from any action or omission of the Buyer, as well as in the event of hacker attacks.
11. BUYER REPRESENTATION AND WARRANTIES
- By participating in the PENKY token Founder Sale and by purchasing the PENKY tokens, the Buyer confirms that he/she:
- has read and understood this Agreement and the White Paper and accepts to be legally bound by their terms;
- has sufficient knowledge of the nature of the cryptographic tokens and has significant experience with, and functional understanding of, the usage and intricacies of dealing with cryptographic tokens, cryptocurrencies and blockchain-based systems and services;
- is familiar with all related regulations, in particular (but not limited to) in the specific jurisdiction in which the Buyer is based, and has received competent advice that purchasing cryptographic tokens is not prohibited, restricted or subject to additional conditions of any kind,
- is entitled to purchase the PENKY tokens in the PENKY token Founder Sale without requiring any local authorization and is in compliance with the local, state, and national laws and regulations upon purchase;
- is authorized and has full power to purchase the PENKY tokens;
- is acting in his own name, is and will be the legal and beneficial owner of Purchase Price and of the PENKY tokens and confirms that all payments by the Buyer under this Agreement will be made directly by the Buyer from [his/her/its] bank account and/or digital wallet;
- has not acquired the Purchase Price from any activity that violates the laws and regulations of any jurisdiction, including anti-money laundering laws and regulations;
- will not use the PENKY token Founder Sale for any illegal activity, including, but not limited to, money laundering and/or financing of terrorism;
- is acquiring the PENKY tokens exclusively in order to be able to use the Penky Platform and/or the services available on the Penky Platform;
- acknowledges and accepts that the value of PENKY tokens over time may experience extreme volatility or depreciate in full; and
- is not purchasing the PENKY tokens for the purpose of speculative investment or usage.
12. INTELLECTUAL PROPERTY RIGHTS
- To the extent that copyright trademark or any other intellectual property rights, such as software, know-how, analysis or programs, existing and future copyrights and other intellectual and industrial rights (hereinafter “IP Rights“), exist in the PENKY tokens, on the Penky Platform and/or in the services available on the Penky Platform, they belong solely to the DAO and/or its affiliated companies, and the Buyer as buyer and Buyer of the PENKY tokens and as Buyer of the Penky Platform and/or in the services available on the Penky Platform does not and will not have any related rights in such IP Rights.
- Completeness of the Agreement – This Agreement, together with the Enclosures and Recitals, constitutes the entire agreement between the Parties and supersedes and replaces any prior written or oral agreement, understanding, negotiation and dealing.
- Severability – If any of the provisions of this Agreement is deemed invalid, void or unenforceable, the remaining provisions shall continue in full force and effect.
- Amendments or Modifications – This Agreement shall not be modified or amended except through an agreement in writing signed by the Parties.
- No Assignment – The Buyer shall not assign this Agreement without the prior written consent of the DAO. Any assignment or transfer in violation of this Section will be void. The DAO may assign the Agreement to an affiliate, in which case this Agreement and the rights and obligations of the Parties hereunder will be binding upon and inure to the benefit of the DAO’s respective successors, assigns, heirs, executors, administrators and legal representatives.
14. APPLICABLE LAW AND JURISDICTION
- Since the DAO is a Decentralized Autonomous Organization, it is not based on any specific territory, therefore the regulation of this contract is devoid of a specific territorial law. This Agreement shall be governed by and construed in accordance with the actual decentralized regulation.
- Any dispute that could arise will be disputed in a decentralized environment and governed by a possible decentralized jury. No specific territory can apply its regulation on a contract based on total decentralization.
- We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will try to provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.
- By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, please stop using the Service.
This Terms and Condition was last updated on Jul 20, 2021. If there will be any update, amendment, or changes to our Terms and Conditions then these will be posted on this page.