Plutoswap Protocol ("Protocol") is a Protocol with the purpose of fostering a community around and providing the technological framework for decentralized infrastructures ("Purpose").
The Protocol is currently overseeing the community around the Plutoswap project ("Project") and the decentralized Plutoswap protocol ("Protocol"), as further described in the documentation made available to the Buyer on the website ("Documentation"; the website together with the subdomains the "Website").
In connection with the Project, the Protocol is selling PLUTO ("Token(s)") equivalent to a maximum contribution amount as determined in the sole discretion of the Protocol ("Token Sale") to interested buyers ("Buyer", together with the Protocol the "Parties" and each a "Party"). The Protocol may place additional Tokens now or in the future.
The Buyer, who is not subject to any of the Prohibited Jurisdictions and who has given the representations and warranties according to provision 7, has contacted the Protocol on its own initiative to receive information on how to support and participate in the Project, and wishes to purchase Tokens in the Token Sale based on the following terms:
By buying the Tokens and/or accepting these token sale and purchase terms (the "Terms"), the Buyer explicitly acknowledges and fully agrees to these Terms. These Terms (including any documents and annexes referenced herein) apply to all Buyers of Tokens in the Token Sale. In case of any conflicts or inconsistencies between these Terms and any documents or annexes referenced herein, these Terms take precedence.
Any potential future use of the Token or the Protocol may be subject to and governed by separate terms, conditions, and policies (as may be amended from time to time).
The Buyer shall pay the Contribution Amount in the currency and as per the instructions on the Website. The Protocol may change the available payment methods and currencies or refuse payments at its sole discretion at any time.
The Buyer acknowledges and agrees that, depending on the method of contribution, there may be fees associated with the purchase of Tokens (e.g., gas fees) which are fully borne by the Buyer.
Buyers that send the Contribution Amount in any currency or in any manner or to any third party website, wallet address, bank account, service, smart contract, or similar that do not conform to the instructions laid out on the Website or these Terms risk losing their entire Contribution Amount. The Protocol is not responsible or liable for recovering any such lost contributions, nor will the Protocol be responsible or liable for any losses incurred by the Buyer in this respect.
Before the Buyer is able to make a contribution, or at any time after making a contribution, the Protocol may (in its sole and absolute discretion):
Request the Buyer to provide certain information and documentation for the purposes of satisfying 'know-your-customer' ("KYC") or similar obligations as determined by the Protocol; Determine that it is necessary to obtain certain other information about the Buyer in order to comply with applicable laws and regulations in connection with the creation and issuance of the Tokens to the Buyer. The Buyer agrees that it will, promptly upon the Protocol's first request, supply such information and documentation as may be requested by the Protocol in order to fulfill the above.
The Buyer acknowledges and accepts that the Protocol:
may, in its absolute discretion and without providing reasons, refuse or reject any Contribution Amount for the purchase of Tokens and exclude any Buyer from the Token Sale; notwithstanding the above, is not required to create or issue Tokens to the Buyer, unless and until the Buyer provides all information and documentation that the Protocol may request under this provision 3.3 and the Protocol has determined, in its absolute discretion, that it is permissible to create and issue Tokens to the Buyer under applicable law and the Buyer meets all other criteria and obligations as set out in these Terms.
The Tokens are available as cryptographic tokens following the ERC-20 standard. The currently active and envisaged functionalities of the Token are described in further detail in the Documentation.
The Buyer acknowledges and agrees that the Tokens (i) do not confer or represent any right of any form, including but not limited to any equity or ownership, voting, distribution, redemption, liquidation, intellectual property, participation, or any other legal right towards the Protocol, the Project or any third party; (ii) are not any kind of loan to the Protocol or to a third party; (iii) do not represent any right to receive future revenues, shares in or relating to the Protocol, the Project or the Protocol, (iv) do not represent any form of currency, money or legal tender, whether fiat or otherwise, in any jurisdiction, nor do they constitute any substitute or representation of currency, deposit or legal tender (including electronic money) nor do they have, or are envisaged to have in the future, a payment function or a function as a means of payment; (v) do not represent a deposit and do not grant any form of (re)payment claim or similar to the Buyer.
The Buyer further acknowledges and agrees that the Project will evolve over time and that the Protocol may change, reduce or add functionalities of the Tokens in its sole discretion. The Tokens do not have a payment function and are not intended to serve as a means of payment now or in the future.
The Buyer is responsible for implementing all reasonable and appropriate measures for securing the wallet, vault or other storage mechanism used to send the Contribution Amount and/or receive and store Tokens. If the Buyer's private key(s) or other access credentials are lost, the Buyer will lose access to its Tokens. The Protocol has no means of recovering such Tokens and is not responsible for any such losses.
Notwithstanding provision 6, the Protocol excludes (to the fullest extent permitted under applicable law) any and all liability for any security breaches or other acts or omissions which result in your loss of (including your loss of access to) Tokens.
The Buyer acknowledges that the Protocol retains all current and future right, title and interest in all of Protocol's, the Project's, or the Protocol's intellectual property, including, without limitation, inventions, ideas, concepts, code, discoveries, processes, marks, methods, software, compositions, formulae, techniques, information, and data, whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyright or patents based thereon ("IP Rights"). The Buyer may not use any of the Protocol's intellectual property for any reason without the Protocol's prior explicit written consent.
The Buyer acknowledges and agrees that by participating in the Token Sale, the Buyer does not (i) acquire or otherwise be entitled to any IP Rights; (ii) make a claim in respect of any IP Rights or any other equivalent rights; (iii) use, attempt to use, copy, imitate or modify (whether in whole or in part) any IP Rights, except with the prior explicit written consent of the Protocol.
UNLESS EXPLICITLY STATED OTHERWISE IN THESE TERMS, THE Protocol DOES NOT MAKE ANY REPRESENTATIONS AND WARRANTIES, AND ALL REPRESENTATIONS AND WARRANTIES SHALL BE EXCLUDED TO THE GREATEST EXTENT PERMITTED UNDER APPLICABLE LAW
IN PARTICULAR, THE Protocol DOES NOT MAKE ANY REPRESENTATIONS AND WARRANTIES REGARDING (I) ANY PARTICULAR FEATURE OF THE TOKEN, THE PROJECT AND/OR THE Protocol, AND (II) THE SUCCESSFUL DEVELOPMENT AND DEPLOYMENT OF THE PROJECT AND/OR THE TOKEN. ANY INFORMATION REGARDING THE TOKEN, THE PROJECT, AND THE Protocol IS PROVIDED 'AS IS', AND THE Protocol DOES NOT MAKE ANY REPRESENTATION OR WARRANTIES REGARDING THE COMPLETENESS, ACCURACY, AND UP-TO-DATENESS OF ANY INFORMATION PROVIDED BY THE Protocol UNLESS EXPLICITLY STATED OTHERWISE IN THESE TERMS. THE BUYER CONFIRMS THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, PERTAINING TO THE TOKENS, THE PROJECT AND/OR THE Protocol. THE BUYER HEREWITH WAIVES ANY AND ALL CLAIMS RELATED TO MISREPRESENTATIONS OR BREACHES OF WARRANTIES IT MAY HAVE UNDER THE APPLICABLE LAW.
Neither these Terms nor any documents referenced herein constitute a prospectus or offering document and are not an offer to sell, nor the solicitation of an offer to buy any investment or financial instrument in any jurisdiction. The Tokens should not be acquired for speculative or investment purposes with the expectation of making a profit on immediate or future re-sale. No regulatory authority has approved any of the information set out in these Terms or any document referenced herein. No such action will be taken under the laws, regulatory requirements, or rules of any jurisdiction.
By participating in the Token Sale, the Buyer represents and warrants that it:
In any case, the Buyer acknowledges and is aware that it is the Buyer's own responsibility to be informed about all legal, regulatory, and tax requirements in connection with the transaction contemplated in these Terms.
In case the Buyer cannot make all of the representations and warranties outlined above, the Buyer must not participate in the Token Sale. The Buyer undertakes and agrees to notify the Protocol immediately if any of the above representations and warranties become untrue, incomplete, invalid, or misleading in any respect. The Protocol reserves the right to deny and invalidate the Contribution Amount made by, and/or withhold the distribution of Tokens from, any Buyer who has made a false, incomplete, or misleading representation or warranty, in the view of the Protocol or which may, in the Protocol's view, breach applicable law.
The Buyer acknowledges and agrees that the participation in the Token Sale, the sending of the Contribution Amount, the creation and issuance of the Token, the Project, and the Protocol carries significant financial, regulatory, and reputational risks, including but not limited to risks of software weakness (of the underlying Ethereum or Linea protocol or any other software), regulatory risk, risks associated with uncertain regulations and enforcement actions, risk of abandonment, lack of success or business failure, risks associated with other applications, risks associated with markets for the Token, risk of losing access to Tokens due to loss of private key(s), custodial errors or errors of the Buyer, risks of theft and vulnerabilities, risks of mining or validation attacks, risks of incompatible wallet services, risks of hard forks, risk of uninsured losses, risks arising from taxation, risks of an unfavourable fluctuation of currency value, risk of dissolution of the Protocol or network, risk arising from lack of legal rights, risks arising from the market in which the Project or Protocol may operate, risks associated with the development and maintenance of the Project or Protocol, risk of competitors, risk associated with third parties, jurisdiction related risks and/or any unanticipated risks.
By participating in this Token Sale, the Buyer expressly and finally acknowledges, accepts, and assumes all risk factors and that the risk factors outlined in these Terms or any documents referenced herein are not, and are not intended to constitute, a comprehensive or exhaustive list of risk factors.
Entire Agreement: These Terms constitute the entire agreement, and supersede all prior agreements, between the Parties relating to the subject matter hereof.
No assignment: Neither Party may assign any of its rights, obligations or claims under these Terms.
Severability: If any provision of these Terms (in whole or part) is held to be illegal, invalid or otherwise unenforceable, the other provisions will remain mutatis mutandis in full force and effect.
No partnership: Nothing in these Terms creates any form of (simple) partnership, joint venture, or other similar relationship under any applicable law between the Buyer and the Protocol. between the Buyers or between any other individuals or entities involved in the Project, Protocol or Token.
Governing Law & Jurisdiction: These Terms are governed by the laws applicable at the seat of the Protocol (excluding the provisions of the United Nations Convention on the International Sale of Goods and excluding the conflict of law rules) and subject to the exclusive jurisdiction of the ordinary courts at the seat of the Protocol.