Terms of Use
Last Updated: 13 June 2024
PLEASE READ THESE TERMS OF USE BEFORE USING THE WEBSITES.
Acceptance of the Terms of Use
These terms of use are entered into by and between you and the Sophon
Foundation, a Cayman Islands foundation (including all affiliates and
subsidiaries, collectively referred to as, “Sophon,” “we,” “us,” or
“our”). The following terms and conditions, together with any
documents they expressly incorporate by reference (collectively, these
“Terms of Use”), govern your access to and use of any website
published by Sophon, including, but not limited to, any content,
functionality, and services offered on or through https://sophon.xyz/, https://info.sophon.xyz/, https://nodes.sophon.xyz/, and https://farm.sophon.xyz/
(collectively, the “Websites”).
Please read the Terms of Use carefully before you start to use the
Websites. By using the Websites or by clicking to accept or agree to
the Terms of Use when this option is made available to you, you accept
and agree to be bound and abide by these Terms of Use in addition to
our Privacy Policy, incorporated herein by reference and available at https://sophon.xyz/privacypolicy.
If you do not agree to these Terms of Use, you must not access or use
the Websites.
About the Websites
Our Websites are primarily meant to function as information with
respect to the Sophon network and ecosystem.
To use parts of our Website, a user may need to use a third-party,
non-custodial wallet software that allows the user to interact with
public smart contracts and blockchains. We do not operate, maintain,
or provide any wallets or wallet services. We will at no time have any
custody or control of any crypto-assets that any user is interacting
with. We are not a wallet provider, exchange, broker, lender or
borrower.
As part of our Website, you may from time to time gain access to
decentralized open-source smart contracts deployed on public
blockchains. Our interface is distinct and separate from any of the
smart contracts that may be accessed through it, and is merely one of
multiple means of accessing such smart contracts. Users can interact
with the same smart contracts otherwise directly, including to develop
and build their own user interfaces on top of such smart
contracts.
Our Websites may change and grow in numbers, which may require that
we include additional terms for certain new parts of the Websites
(which, in such event, will be construed as part of the
“Websites”). We reserve the
right in our sole discretion to modify or discontinue any parts of the
Websites at any time and without any liability.
Who May Use the Websites
The Websites are offered and available to users who are 13 years of
age or older. The Websites are not intended for children under 13
years of age. By using the Websites, you represent and warrant that
you (i) are 13 years of age or older, (ii) are not barred to use the
Websites under any applicable law, and (iii) are using the Websites
only for your own personal use. If you do not meet these requirements,
you must not access or use the Websites.
Changes to the Terms of Use
We may revise and update these Terms of Use from time to time in our
sole discretion. All changes are effective immediately when we post
them.
Your continued use of the Websites following the posting of revised
Terms of Use means that you accept and agree to the changes. You are
expected to check this page frequently so you are aware of any
changes, as they are binding on you.
Accessing the Websites and Account Security
We reserve the right to withdraw or amend the Websites, and any
service or material we provide on the Website, in our sole discretion
without notice. We do not guarantee that our Websites or any content
on them will always be available or be interrupted. We will not be
liable if for any reason all or any part of the Websites are
unavailable at any time or for any period. From time to time, we may
restrict access to some parts of the Websites, or entire Website, to
users.
You are responsible for:
●
Making all arrangements necessary for you to have access to the
Website; and
●
Ensuring that all persons who access the Websites through your
internet connection are aware of these Terms of Use and comply with
them.
To access the Websites or some of the resources they offer, you may
be asked to provide certain registration details or other information.
It is a condition of your use of the Websites that all the information
you provide on the Websites is correct, current, and complete. You
agree that all information you provide to use the Website, including,
but not limited to, using any interactive features on the Websites, is
governed by our Privacy Policy, and you consent to all actions we may
take with respect to your information that are consistent with our
Privacy Policy.
You should use particular caution when inputting personal information
onto the Websites on a public or shared computer so that others are
not able to view or record your personal information.
Intellectual Property Rights
Unless otherwise indicated, the Websites are our proprietary property
and all source code, databases, functionality, software, website
designs, information, audio, video, text, photographs, and graphics on
the Websites (collectively, the “Content”) and the trademarks, service
marks, and logos contained therein (collectively, the “Marks”) are
owned or controlled by us or licensed to us, and are protected by
copyright, trademark and other intellectual property laws and
international conventions. You are not permitted to use the Marks
without the prior written consent of the owner of the Mark.
Except as expressly provided herein, Sophon and its licensors do not
grant any express or implied license to the Websites or the Content.
You agree not to copy, reproduce, aggregate, republish, download,
post, display, transmit, modify, rent, lease, loan, sell, assign,
distribute, license, sublicense, sell, reverse engineer, create
derivative works based on, or otherwise exploit for any commercial
purposes whatsoever, the Websites or the Content, without our express
prior written permission.
If you are eligible to use the Website, you are granted a limited
license to access and use the Websites and the Content to which you
have properly gained access solely for your personal, non-commercial
use. You may not modify or alter the Content in any way. We reserve
all rights not expressly granted to you in and to the Website, the
Content and the Marks.
Prohibited Uses
You may use the Websites only for lawful purposes and in accordance
with these Terms of Use. You agree not to use the Website:
●
In any way that violates any applicable federal, state, local, or
international law or regulation (including, without limitation, any
laws regarding the export of data or software to and from the United
States or other countries);
●
For the purpose of exploiting, harming, or attempting to exploit or
harm minors in any way by exposing them to inappropriate content,
asking for personally identifiable information or otherwise;
●
To send, knowingly receive, upload, download, use, or re-use any
material which does not comply with these Terms of Use;
●
To transmit, or procure the sending of, any advertising or
promotional material without our prior written consent, including any
“junk mail”, “chain letter”, “spam”, or any other similar
solicitation;
●
To impersonate or attempt to impersonate Sophon, a contractor of
Sophon, another user, or any other person or entity (including,
without limitation, by using e-mail addresses or screen names
associated with any of the foregoing); and
●
To engage in any other conduct that restricts or inhibits anyone's
use or enjoyment of the Website, or which, as determined by us, may
harm Sophon or users of the Websites or expose them to liability.
Additionally, you agree not to:
●
Use the Websites in any manner that could disable, overburden,
damage, or impair the Websites or interfere with any other party’s use
of the Website, including their ability to engage in real time
activities through the Websites;
●
Use any robot, spider, or other automatic device, process or means to
access the Websites for any purpose, including monitoring or copying
any of the material on the Websites;
●
Use any manual process to monitor or copy any of the material on the
Websites or for any other unauthorized purpose without our prior
written consent;
●
Use any device, software or routine that interferes with the proper
working of the Website;
●
Introduce any viruses, trojan horses, worms, logic bombs, or other
material which is malicious or technologically harmful;
●
Attempt to gain unauthorized access to, interfere with, damage, or
disrupt any parts of the Website, the server(s) on which the Websites
are stored, or any server, computer or database connected to the
Website;
●
Attack the Websites via a denial-of-service attack or a distributed
denial-of-service attack; and
●
Otherwise attempt to interfere with the proper working of the
Websites.
Reliance on Information Posted
The information presented on or through the Websites are made
available solely for general information purposes. We do not warrant
the accuracy, completeness or usefulness of this information. Any
reliance you place on such information is strictly at your own risk.
We disclaim all liability and responsibility arising from any reliance
placed on such materials by you or any other visitor to the Website,
or by anyone who may be informed of any of its contents.
The Websites may include content provided by third parties, including
materials provided by third-party licensors, syndicators, aggregators,
and/or reporting services. All statements and/or opinions expressed in
these materials, other than the content provided by Sophon, are solely
the opinions and the responsibility of the person or entity providing
those materials. These materials do not necessarily reflect the
opinion of Sophon. We are not responsible, or liable to you or any
third party, for the content or accuracy of any materials provided by
any third parties.
Changes to the Websites
We may update the content on the Websites from time to time, but its
content is not necessarily complete or up-to-date. Any of the material
on the Websites may be out of date at any given time, and we are under
no obligation to update such material.
Information About You and Your Visits to the Websites
All information we collect on the Websites are subject to our Privacy
Policy. By using the Website, you consent to all actions that may be
taken by us with respect to your information in compliance with the
Privacy Policy.
Other Terms and Conditions
Additional terms and conditions may also apply to specific portions,
services or features of the Website, including the Node Sale and the
Airdrop (as such terms are defined in the respective terms and
conditions for those matters). All such additional terms and
conditions are hereby incorporated by this reference into these Terms
of Use. In the event of terms that are directly conflicting between
these Terms of Use and terms of conditions for the Node Sale and the
Airdrop, the terms and conditions for the Node Sale and the Airdrop,
respectively, shall control.
Linking to the Websites and Social Media Features
You may link to our homepage, provided you do so in a way that is
fair and legal and does not damage our reputation or take advantage of
it, but you must not establish a link in such a way as to suggest any
form of association, approval or endorsement on our part without our
express written consent.
Links from the Websites
If the Websites contain links to other sites and resources provided
by third parties, these links are provided for your convenience only.
This includes links contained in advertisements, including banner
advertisements and sponsored links. We have no control over the
contents of those sites or resources, and accept no responsibility for
them or for any loss or damage that may arise from your use of them.
If you decide to access any of the third party Websites linked to the
Websites, you do so entirely at your own risk and subject to the terms
and conditions of use for such Websites. We reserve the right to
withdraw linking permission without notice.
Geographic Restrictions
The owner of the Websites is based in the Cayman Islands. We make no
claims that the Websites or any of its content is accessible or
appropriate outside of the Cayman Islands. Access to the Websites may
not be legal by certain persons or in certain countries. If you access
the Websites from outside the Cayman Islands, you do so on your own
initiative and are responsible for compliance with local laws.
Disclaimer of Warranties
You understand that we cannot and do not guarantee or warrant that
files available for downloading from the internet or the Websites will
be free of viruses or other destructive code. You are responsible for
implementing sufficient procedures and checkpoints to satisfy your
particular requirements for anti-virus protection and accuracy of data
input and output, and for maintaining a means external to our site for
any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY
LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK,
VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT
YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY
MATERIAL DUE TO YOUR USE OF THE WEBSITES OR ANY SERVICES OR ITEMS
OBTAINED THROUGH THE WEBSITES OR TO YOUR DOWNLOADING OF ANY MATERIAL
POSTED ON IT, OR ON ANY WEBSITES LINKED TO IT.
YOUR USE OF THE WEBSITE, THEIR CONTENT AND ANY SERVICES OR ITEMS
OBTAINED THROUGH THE WEBSITES IS AT YOUR OWN RISK. THE WEBSITE, THEIR
CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITES IS
PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS,
WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER
SOPHON NOR ANY PERSON ASSOCIATED WITH SOPHON MAKES ANY WARRANTY OR
REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY,
RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITES.
WITHOUT LIMITING THE FOREGOING, NEITHER SOPHON NOR ANYONE ASSOCIATED
WITH SOPHON REPRESENTS OR WARRANTS THAT THE WEBSITE, THEIR CONTENT OR
ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITES WILL BE ACCURATE,
RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED,
THAT THE WEBSITES OR THE SERVER(S) THAT MAKES THEM AVAILABLE ARE FREE
OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITES OR ANY
SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITES WILL OTHERWISE MEET
YOUR NEEDS OR EXPECTATIONS.
SOPHON HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS
OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY
WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR
PARTICULAR PURPOSE.
SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF WARRANTIES OR
LIMITATIONS ON THE DURATION OF IMPLIED WARRANTIES, SO THE ABOVE
DISCLAIMER MAY NOT APPLY TO YOU IN THEIR ENTIRETIES, BUT WILL APPLY TO
THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
Limitation on Liability
IN NO EVENT WILL SOPHON, ITS AFFILIATES OR THEIR LICENSORS, SERVICE
PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR
DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN
CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY
WEBSITES LINKED TO THEM, ANY CONTENT ON THE WEBSITES OR SUCH OTHER
WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITES OR
SUCH OTHER WEBSITE, INCLUDING ANY DIRECT, INDIRECT, SPECIAL,
INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT
LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS,
LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED
SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER
CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR
OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY
LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW
WHICH MAY INCLUDE FRAUD.
Indemnification
You agree to defend, indemnify, and hold harmless Sophon, its
affiliates, licensors, and service providers, and its and their
respective officers, directors, employees, contractors, agents,
licensors, suppliers, successors, and assigns from and against any
claims, liabilities, damages, judgments, awards, losses, costs,
expenses, or fees (including reasonable attorneys’ fees) arising out
of or relating to your violation of these Terms of Use or your use of
the Website, including, but not limited to, any use of the Website’
content, services and products other than as expressly authorized in
these Terms of Use or your use of any information obtained from the
Websites.
Governing Law and Jurisdiction
All matters relating to the Websites and these Terms of Use and any
dispute or claim arising therefrom or related thereto (in each case,
including non-contractual disputes or claims), shall be governed by
and construed in accordance with the internal laws of the Cayman
Islands without giving effect to any choice or conflict of law
provision or rule (whether of the Cayman Islands or any other
jurisdiction).
Any dispute arising out of or in connection with the Websites and
these Terms of Use, including any question regarding its existence,
validity or termination, shall be referred to and finally resolved by
arbitration under the rules of the London Court of International
Arbitration (“LCIA”), which rules are deemed to be incorporated by
reference into this clause. The number of arbitrators shall be one.
The seat, or legal place, of arbitration shall be London, United
Kingdom. The language to be used in the arbitration shall be English.
You and Sophon agree to submit all Disputes between you and Sophon to
individual binding arbitration. “Dispute” means any dispute, claim, or
controversy between you and Sophon that relates to the Websites and
these Terms of Use.
If a Dispute must be arbitrated, you or Sophon must start arbitration
of the Dispute within one (1) year from when the Dispute first arose.
If applicable law requires you to bring a claim for a Dispute sooner
than one (1) year after the Dispute first arose, you must start
arbitration in that earlier time period. Sophon encourages you to tell
us about a Dispute as soon as possible so we can work to resolve it.
The failure to provide timely notice will bar all claims.
In any Dispute, the arbitrator will award to the prevailing party, if
any, the costs and attorneys’ fees reasonably incurred by the
prevailing party in connection with those aspects of its claims or
defenses on which it prevails, and any opposing awards of costs and
legal fees awards will be offset.
Any breach by you of these Terms of Use could cause Sophon
irreparable harm for which it has no adequate remedies at law.
Accordingly, Sophon is entitled to seek specific performance or
injunctive relief for any such breach. Nothing in this section will
preclude Sophon from seeking specific performance or injunctive relief
from a court of appropriate jurisdiction.
Waiver and Severability
No waiver by Sophon of any term or condition set forth in these Terms
of Use shall be deemed a further or continuing waiver of such term or
condition or a waiver of any other term or condition, and any failure
of Sophon to assert a right or provision under these Terms of Use
shall not constitute a waiver of such right or provision.
If any provision of these Terms of Use is held by a court or other
tribunal of competent jurisdiction to be invalid, illegal, or
unenforceable for any reason, such provision shall be eliminated or
limited to the minimum extent such that the remaining provisions of
the Terms of Use will continue in full force and effect.
Entire Agreement
The Terms of Use, our Privacy Policy and other terms and conditions
applicable at the time you access the Websites constitute the sole and
entire agreement between you and Sophon with respect to the Websites
and supersede all prior and contemporaneous understandings,
agreements, representations and warranties, both written and oral,
with respect to the Websites.
Contact
In order to resolve a complaint regarding the Websites or to receive
further information regarding use of the Websites, please contact us
at info@sophon.xyz