TERMS OF USE

You hereby represent and warrant that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms and to abide by and comply with these Terms.

You represent and warrant that you are legally competent and permitted to access any Product or Service and to consent to the Terms. For example, you must be legally permitted to own, transact with, or otherwise access cryptographic tokens of value.

You represent that you are not subject to trade embargos or sanctions administered or enforced by any country or government or otherwise designated on any list of prohibited or restricted parties (including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government, the European Union or its Member States, or other applicable government authority) or a citizen or organization or resident in a country or territory that is the subject of country-wide or territory-wide sanctions.

You represent that your use and access of the Products and Services are compliant with applicable law of your jurisdiction, and that your funds come from legitimate sources and not illegal activities. You agree to provide necessary information and materials for Pontem to verify the legality of the sources of your funds and your use of the Products and Services.

You may not assign or transfer any right to use the Products and Services or any of your rights or obligations under these Terms without prior written consent from Pontem, including any right or obligation related to the enforcement of laws or the change of control. Pontem may assign or transfer any or all of its rights or obligations under these Terms, in whole or in part, without notice or obtaining your consent or approval.

Your use of the Products and Services may not violate applicable laws and regulations, public interests, public morals, or the legitimate interests of others, including any actions that would interfere with, disrupt, negatively affect, or prohibit other users from using the Products and Services.

You may not use the Products and Services for market manipulation (such as pump and dump schemes, wash trading, front running, quote stuffing, and layering, regardless of whether prohibited by law).

You may not (i) use any deep linking, web crawlers, bots, spiders or other automatic devices, programs, scripts, algorithms or methods, or any similar or equivalent manual processes to access, obtain, copy or monitor any part of the Products and Services, or replicate or bypass the navigational structure or presentation of the Products and Services in any way, in order to obtain or attempt to obtain any materials, documents or information in any manner not purposely provided through the Products and Services; (ii) attempt to access any part or function of the Products or Services without authorization, or connect to Pontem servers or any other systems or networks of any Product or Service by hacking, password mining or any other unlawful or prohibited means; (iii) probe, scan or test the vulnerabilities of the Products and Services or any network connected to Pontem, or violate any security or authentication measures on the Products and Services or any network connected to Pontem; (iv) reverse look- up, track or seek to track any information of any other user or visitors of the Products and Services; (v) take any actions that imposes an unreasonable or disproportionately large load on the infrastructure of systems or networks of Pontem or the Products and Services, or the infrastructure of any systems or networks connected to Pontem; (vi) use any devices, software or routine programs to interfere with the normal operation of the Products and Services or any transactions on the Products and Services, or any other person’s use of the Products and Services; (vii) forge headers, impersonate, or otherwise manipulate identification, to disguise your identity or the origin of any messages or transmissions you send.

You agree that, except as otherwise expressly provided in these Terms, there shall be no third party beneficiaries to the Terms.

You agree to indemnify and hold harmless Pontem, its affiliates, contractors, licensors, directors, officers, employees and agents from and against any claims, actions, proceedings, investigations, demands, suits, costs, expenses and damages (including attorneys’ fees, fines or penalties imposed by any regulatory authority) arising out of or related to (i) your use of, or conduct in connection with the Products and Services, (ii) your breach or our enforcement of these Terms, or (iii) your violation of any applicable law, regulation, or rights of any third party during your use of the Products and Services. If you are obligated to indemnify Pontem, its affiliates, contractors, licensors, directors, officers, employees or agents pursuant to these Terms, Pontem will have the right, in its sole discretion, to control any action or proceeding and to determine whether Pontem wishes to settle, and if so, on what terms.

All title, ownership, and intellectual property rights in the Products and Services and all copies thereof are owned by Pontem or its licensors. You acknowledge and agree that the Products and Services contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Except as expressly authorized by Pontem, you agree not to copy, modify, rent, lease, loan, sell, distribute, perform, display, or create derivative works based on the Products or Services, in whole or in part. You may not reverse engineer, disassemble, or decompile the Products or Services, or apply any other process or procedure to derive the source code of any software included in the Products or Services. You may not resell or sublicense the Products or Services to provide software as a service or any cloud-based, time-sharing, service bureau, or other services.

We grant you limited, non-exclusive, revocable, non-transferrable, and non-sublicensable license to access and use the Products and Services. You are prohibited to use the Products and Services for resale or commercial purposes, including transactions on behalf of other persons or entities. You may not redistribute or transfer the Products or Services. Without prior written consent from Pontem, you may not modify, replicate, duplicate, copy, download, store, further transmit, disseminate, transfer, disassemble, broadcast, publish, remove, or alter any copyright material.

All Pontem trademarks, service marks, trade names, logos, domain names, and any other features of the Pontem brand (“Pontem Brand Features”) are the sole property of Pontem or its licensors. The Terms do not grant you any rights to use any Pontem Brand Features whether for commercial or non-commercial use.

You expressly understand and agree that your use of the Products and Services is at your own risk. The Products and Services are provided on an “as is” and “as available” basis, without warranties of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose or non-infringement or warranties arising from course of performance, course of dealing or usage in trade. Pontem does not represent or warrant that the Products or Services are reliable, current, error-free, free of viruses or other harmful components, resistant to hacking or other malicious actions. We do not guarantee that funds deposited in the Pontem Wallet are secured, or that transactions initiated on Liquidswap.com will be executed, accepted, recorded, or remain open. Except for the express statements, agreements and rules set forth in these Terms, you hereby acknowledge and agree that you have not relied upon any other statement or agreement, whether written or oral, with respect to your use and access of the Products and Services.

To the maximum extent permitted under applicable law, Pontem and its affiliates, shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers and contractors disclaim all liability for any direct, incidental, indirect, special, punitive, consequential, exemplary, or similar damages or liabilities whatsoever (including, but not limited to, damages for loss of data, information, revenue, profits, goodwill, or other businesses or financial benefits) based on contract, tort, strict liability or any other theory, arising out of the Products and Services, even if Pontem has been advised of the possibility of such damages.

Cryptographic tokens, systems, and technologies carry inherent risks. By using or interacting with the Products and Services, you represent that you are familiar with blockchain technology and aware of their inherent risks, including risks of theft or loss of your assets. Pontem values the security of your assets, and strives to incorporate advances in security measures, but we cannot guarantee full security of the Products and Services. By using or accessing the Products and Services, you assume the inherent risks, including security risks, of the underlying blockchain technology, and will not hold Pontem liable for damages or losses related to such risks.

Blockchain software and applications are subject to flaws and vulnerabilities. By using or accessing the Products and Services, you acknowledge the risks the Products or Services could be subject to flaws, errors, and vulnerabilities. You will not hold Pontem liable for damages or losses related to such risks.

You are solely responsible for properly configuring and using the Products and Services and taking appropriate action to secure, protect, and backup your accounts and assets. You will not hold Pontem liable for unauthorized access that may occur.

Cryptographic assets are highly volatile. The costs of transacting on such technologies are variable and may increase in the future. By using and accessing the Products and Services, you acknowledge and assume such risks, and will not hold Pontem liable for damages or losses related to such risks.

Pontem and the Products and Services could be impacted by legislative and regulatory actions, changes, or inquiries, which could impede the availability and performance of the Products and Services. By using and accessing the Products and Services, you acknowledge and assume such risks, and will not hold Pontem liable for damages or losses related to such risks.

Pontem works with third-party software and services providers and partners (“Service Providers”) to enhance your experience and improve the functionalities on the Pontem Products and Services. We have implemented vetting processes for the partners we work with. Nonetheless, we cannot guarantee that services and products of third-party Service Providers are free of errors and vulnerabilities. By using the Products and Services, you assume the risks that services and products by third-party Service Providers may cause damages and loss to your assets, and will not hold Pontem liable for such damages and losses.

Pontem will not be liable for delay or failure to perform its obligations under these Terms due to conditions beyond Pontem’s control.

Pontem may terminate or suspend all or part of your access to and use of the Products or Services immediately, without prior notice or liability, if we determine, in our sole discretion that you have breached these Terms.

The parties shall use their best efforts to resolve any dispute, claim, questions, or disagreement through good faith negotiations.

In the event that the dispute cannot be resolved satisfactorily within 30 days from the first date of notice of the dispute, either party may initiate binding arbitration as the sole means to resolve the claims.

All claims arising out of or relating to these Terms, including the interpretation, applicability, enforceability, and formation of the Terms, the enforceability of the Dispute Settlement provision, the parties’ relationship with each other, your access and use of the Products and Services, shall be finally settled by binding arbitration administered by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules and Mediation Procedures, and not as a plaintiff or class member in a purported class or representative action. You and Pontem further agree to waive any right for such claims to be brought, heard, or arbitrated as a class, collective, representative, or private attorney general action, to the extent permissible by applicable law. Combining or consolidating individual arbitrations into a single arbitration is not permitted without the consent of all parties, including Pontem.

The seat of the arbitration shall be New York, New York. Both parties agree to submit to the personal jurisdiction of any federal and state court in New York, New York, for the sole purpose of compelling arbitration, confirming, modifying, vacating or entering judgment on the award entered by the arbitrator.

Awards entered into through arbitration shall be final and binding on the parties.

The Services use experimental artificial intelligence (“AI”) technology and may sometimes provide inaccurate or offensive content that doesn’t represent Pontem’s views. Use discretion before relying on, publishing, or otherwise using content provided by the Services. Don’t rely on the Services for medical, legal, financial, or other professional advice. Any content regarding those topics is provided for informational purposes only, such information will likely not be up to date – presently, the information available has not been updated since September 2021 – and is not a substitute for advice from a qualified professional.

You may provide input to the Services (“Input”), and receive output generated and returned by the Services based on the Input (“Output”). Input and Output are collectively referred to as “Content.” As between the parties and to the extent permitted by applicable law, you own all Input. Subject to your compliance with these Terms, Pontem hereby assigns to you all its right, title and interest in and to the Output. This means you can use Content for any purpose, including commercial purposes such as sale or publication, if you comply with these Terms. Pontem may use Content to provide and maintain the Services, comply with applicable law, and enforce our policies. You are responsible for Content, including for ensuring that it does not violate any applicable law or these Terms.

Due to the nature of machine learning, Output may not be unique across users and the Services may generate the same or similar output for Pontem or a third party. For example, you may provide input to a model such as “What color is the ocean?” and receive output such as “The ocean is teal.” Other users may also ask similar questions and receive the same response. Responses that are requested by and generated for other users are not considered your Content.

Artificial intelligence and machine learning are rapidly evolving fields of study. We are constantly working to improve our Services to make them more accurate, reliable, safe, and beneficial. Given the probabilistic nature of machine learning, use of our Services may in some situations result in incorrect Output that does not accurately reflect real people, places, or facts. You should evaluate the accuracy of any Output with caution, as appropriate for your use case, including by using human review of the Output.

Entire Agreement. These Terms constitute the entire agreement between the parties regarding the access and use of the Products and Services and will supersede all prior written or oral agreements between the parties. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the Terms herein.

Modifications. Pontem Network reserves the right, at its sole discretion, to modify or replace the Terms at any time. The most current version of these Terms will be posted on our website. You are responsible for reviewing and becoming familiar with any such modifications. Use of the Products or Services by you after any modification constitutes your acceptance of the Terms as modified. If you do not agree to be bound by the modified Terms, then you may not use the Products or Services.

Waiver and Severability. If you do not comply with these Terms, and Pontem does not take action right away, this does not mean Pontem is giving up any of our rights. If any portion of these Terms is adjudged to be invalid or unenforceable for any reason or to any extent, the remainder of these Terms will remain valid and enforceable, and the invalid or unenforceable portion will be given effect to the greatest extent permitted by law.