Version 1.1 - Last update: 31 July 2023
In this document you will find information related to your relationship to Peccala as a customer.
Beta User Specific Terms of Service and Legal Provisions
As a Beta test user of the Peccala Platform, you are agreeing to be an early tester of a product which is not 100% launch ready. Therefore you agree that:
- You may experience user interface, technical, and other errors beyond or more severe than those that would be expected of a finished product.
- Whilst Peccala will do everything possible to avoid such errors, this may include serious issues with the mechanism of the platform or token which may necessitate, for example but not limited to, the suspension of Peccala services for an indeterminate period, or the re-issuance of Peccala Tokens.
- You may also be asked to provide feedback on the product to help us improve it, and you commit to providing this feedback in a timely fashion wherever possible.
These Beta User Specific Terms of Service and Legal Provisions are an addition to the General Terms of Service and Legal Provisions listed below, which also apply to beta and all other users.
You are welcome to tell people about Peccala and your experience with the product in the Beta phase.
Platform and Website Terms of Service
These terms and provisions below govern the use of the Peccala Platform (https://app.peccala.com), Website, and other Peccala products. Specific terms may apply separately to specific Peccala products, including but not limited to Token Purchase Agreements.
A separate Privacy Notice governs the use of your personal data, and can be accessed at peccala.com as well as via the Peccala Platform.
GENERAL TERMS OF SERVICE
These Terms of Service and any terms expressly incorporated herein ("Terms") apply to your access to and use of this website, including the platform provided by this website (“the Website and/or “the Platform”) and constitutes an agreement between you, the User (“You” or the “the User”), and Peccala Token SA including any of its associated companies, including but not limited to, Peccala Trading SPC (“Peccala” “we” or “us”). These Terms further extend not just to your use of the Website and Platform, but also any services rendered by us in respect of the Platform, including but not limited to the services we render in respect of the various funds on our platform (“the Services” and the “Collective Services” when used in conjunction with the Website and the Platform). By creating an account with us and/or by using this website, you have agreed to our Terms. Our Terms are continuously updated in conjunction with improvement of the Services and compliance with the dynamic regulatory environment that governs our Services. We will notify You should our Terms change. By continuing to use the Website, our Platform and our Services, you have agreed to our updated Terms. Should you disagree with these Terms and/or do not wish to be bound to our updated terms (as applicable), you are free to discontinue using the Collective Services and may request that your account, if any, be disabled and/or deleted as required by the applicable laws and in accordance with our data policies. Please note that these Terms operate in conjunction with specific terms and conditions that regulate specific services, including but not limited to, terms and conditions contained with individual token purchase agreements.
“the Services” means the peccala.com website and the Peccala platform we have made available to you after you agreed to these terms and have passed our KYC and AML verification procedures, and the related services we render in relation to the website and any other Peccala services. Peccala “User Data” means data inputted by you, or by us on your behalf for the purpose of using the Services or facilitating your use of the Services and may include your Personal Information.
“Account” means your account that you opened when you signed up using the Peccala Platform on the Peccala Website.
- We do not warrant that your use of the Services will be uninterrupted or error-free, that the Services will meet your requirements. We are not responsible for any transaction delays, transaction failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet and the blockchain, and you acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of communications facilities. You also acknowledge that there are risks associated with utilizing an Internet-based system such as the Blockchain including, but not limited to, the failure of hardware, software, and Internet connections. You acknowledge that We shall not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when transacting via the Services, however caused.
- Your use of our Services is at your own risk, and you should understand that digital assets are inherently risky, volatile, and to a large degree, still unregulated. We are not responsible for the transactions you execute on your Platform and your utilization of our Services is entirely at your own risk. We will further not be liable for errors caused by human error on our part, and further, we will not be responsible for financial losses incurred by You when you execute transactions on the blockchain, and, for whatever reason, your digital assets have been destroyed, are lost, or have lost its apparent underlying value.
- In using our Services, you may view content provided by third parties, including links to web pages of such parties, including but not limited to Facebook and Twitter links ("Third-Party Content"). We do not control, endorse or adopt any Third-Party Content and shall have no responsibility for Third-Party Content, including without limitation material that may be misleading, incomplete, erroneous, offensive, indecent or otherwise objectionable. In addition, your business dealings or correspondence with such third parties are solely between you and the third parties. We are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings, and you understand that your use of Third-Party Content, and your interactions with third parties, is at your own risk. If you follow a link to any of these third party sites, please note that those sites will have their own privacy policies and that we do not accept any responsibility or liability for those policies.
Please check those policies before you submit any personal data to those websites.
- Your use of our Services will be limited, suspended or blocked until you have completed our KYC and AML verification procedures imposed on us by the applicable legal framework. These regulatory requirements are dynamic and you should accordingly be aware that you will be continuously assessed for AML/KYC related compliance, and that your failure to comply, may result in the closure and suspension of your account.
- In the event of a breach of these Terms, or any other event that would make provision of the Services commercially unreasonable for Peccala, we may, at our discretion and without liability to you, with or without prior notice, suspend your access to all or a portion of our Services. We may terminate your access to the Services at our sole discretion, immediately and without prior notice, and delete or deactivate your Peccala Account and all related information and files in such account without liability to you, including, for instance, in the event that you breach any term of these Terms. In the event of termination, Peccala will attempt to ensure that your Peccala tokens will be redeemed for their current value, unless Peccala believes you have committed fraud, negligence or other misconduct such as breaching the applicable anti-money laundering laws.
- We may, at our sole discretion and without liability to you, with or without prior notice and at any time, modify or discontinue, temporarily or permanently, any portion of our Services.
- EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY US, OUR SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE EXPRESSLY DISCLAIM, AND YOU WAIVE, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO OUR SERVICES, INCLUDING THE INFORMATION, CONTENT AND MATERIALS CONTAINED THEREIN.
YOU ACKNOWLEDGE THAT INFORMATION YOU STORE OR TRANSFER THROUGH OUR SERVICES MAY BECOME IRRETRIEVABLY LOST OR CORRUPTED OR TEMPORARILY UNAVAILABLE DUE TO A VARIETY OF CAUSES, INCLUDING SOFTWARE FAILURES, PROTOCOL CHANGES BY THIRD PARTY PROVIDERS, INTERNET OUTAGES, FORCE MAJEURE EVENT OR OTHER DISASTERS INCLUDING THIRD PARTY DDOS ATTACKS, SCHEDULED OR UNSCHEDULED MAINTENANCE, OR OTHER CAUSES EITHER WITHIN OR OUTSIDE OUR CONTROL. YOU ARE SOLELY RESPONSIBLE FOR BACKING UP AND MAINTAINING DUPLICATE COPIES OF ANY INFORMATION YOU STORE OR TRANSFER THROUGH OUR SERVICES.
- Some jurisdictions do not allow the disclaimer of implied terms in contracts with consumers, so some or all of the disclaimers in this section may not apply to you.
LIMITATION OF LIABILITY
- a. EXCEPT AS OTHERWISE REQUIRED BY LAW, IN NO EVENT SHALL PECCALA, OUR DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE OUR SERVICES OR PECCALA MATERIALS, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY ANY USER ON ANY INFORMATION OBTAINED FROM PECCALA, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM A FORCE MAJEURE EVENT, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO PECCALA’ RECORDS, PROGRAMS OR SERVICES.
- b. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF PECCALA (INCLUDING OUR DIRECTORS, MEMBERS, EMPLOYEES AND AGENTS), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE THE SERVICES EXCEED THE FEES PAID BY YOU TO PECCALA IN THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE OF ANY CLAIM GIVING RISE TO SUCH LIABILITY.
- You agree to defend, indemnify and hold harmless Peccala (and each of our officers, directors, members, employees, agents and affiliates) from any claim, demand, action, damage, loss, cost or expense, including without limitation reasonable attorneys’ fees, arising out or relating to (a) your use of, or conduct in connection with, our Services; (b) any Feedback you provide; (c) your violation of these Terms; or (d) your violation of any rights of any other person or entity. If you are obligated to indemnify us, we will have the right, at our sole discretion, to control any action or proceeding (at our expense) and determine whether we wish to settle it.
ACCEPTABLE USE OF OUR SERVICES
- When accessing or using the Services, you agree that you will not violate any law, contract, intellectual property or other third-party right or commit a tort, and that you are solely responsible for your conduct while using our Services. Without limiting the generality of the foregoing, you agree that you will not:
- a) Use our Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Services, or that could damage, disable, overburden or impair the functioning of our Services in any manner;
- b) Use our Services to pay for, support or otherwise engage in any illegal gambling activities; fraud; money-laundering; or terrorist activities; or other illegal activities;
- c) Use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access our Services or to extract data;
- d) Use or attempt to use another user's account without authorization;
- e) Attempt to circumvent any content filtering techniques we employ, or attempt to access any service or area of our Services that you are not authorized to access;
- f) Develop any third-party applications that interact with our Services without our prior written consent;
- g) Provide false, inaccurate, or misleading information; and
- h) Encourage or induce any third party to engage in any of the activities prohibited under this Section.
- You can close your user account with us at any time on the giving of 30 days’ notice. Your notice or request for closure must be made by email from the address associated with your Peccala account, or via your user account.
- We can suspend or close your user account at any time on any of the following grounds including but not limited to:
- a) there are acts of bad faith performed with or through your user account;
- b) if you do not comply with these Terms of Service in any way;
- c) if you abuse and/or misuse our Services;
- d) if the security or integrity of the Services or other users of the Services is compromised;
- e) if you make any fraudulent or false representations to us in respect of your account, and in respect of the information we require to verify you for regulatory purposes;
- f) if we detect any unauthorised or suspicious activity on your user account, including money laundering activity and multiple account operation;
- g) if our continued association with you becomes detrimental to our reputation; and
- h) If legal requirements or laws necessitate the suspension or closure of your user account
- Any dispute, claim, suit, action, cause of action, demand, or proceeding arising out of or related to these Terms (including, for the avoidance of doubt, all documents incorporated herein and any claims regarding their validity, existence, or termination) and any action or transaction under or contemplated by these Terms, including receiving, using, holding, or transferring Peccala Tokens (any Dispute) that is not settled by you within 30 days from the date that either party notifies the other party in writing of the Dispute shall be referred to and finally settled by arbitration in accordance with the provisions of the laws of the Republic of Panama.
- The parties hereby agree that:
- a) the law of this section is the laws of the Republic of Panama;
- b) the seat, or legal place, of arbitration will be Panama City, Panama, unless the Parties agree otherwise;
- c) the number of arbitrators will be appointed in accordance with relevant legislation, and any award or procedural decision of the arbitral tribunal shall, if necessary, be made by a majority and, in the event that no majority may be formed, the presiding arbitrator shall make his determination as if he were a sole arbitrator;
- d) the arbitration proceedings will be conducted in English; and
- e) all awards shall be final and binding on the Parties.
JURISDICTION SPECIFIC LEGAL DISCLOSURES
- Peccala Token SA is based in the Republic of Panama. In future, we may seek a license or registration in this or another jurisdiction, which may extend to certain other jurisdictions, including your own jurisdiction. Any efforts and applications in respect of these licenses or registrations (as applicable) may impact our provision of, and your use of, our Services depending on where you live or are domiciled. By creating a Peccala Account and using our Services, you acknowledge that you have read, understand and agree to those disclosures that are applicable to you.
- These Terms contain the entire agreement and supersede all prior and contemporaneous understandings between the parties regarding the Services. These Terms do not alter the terms or conditions of any other electronic or written agreement you may have with Peccala, such as the terms and conditions for Specific Services. In the event of any conflict between these Terms and any other agreement you may have with Peccala, these Terms shall have precedence.
- We reserve the right to make changes or modifications to these Terms from time to time, at our sole discretion, by posting the amended Terms via the Peccala Website or by communicating these changes through social media. The amended Terms will be effective immediately thereafter and your use of the Services following the date on which such amended Terms are published will constitute consent to such amendments.
- Our failure or delay in exercising any right, power or privilege under these Terms shall not operate as a waiver thereof.
- The invalidity or unenforceability of any of these Terms shall not affect the validity or enforceability of any other of these Terms, all of which shall remain in full force and effect.
- Peccala shall not be liable for (1) any inaccuracy, error, delay in, or omission of (i) any information, or (ii) the transmission or delivery of information; (2) any loss or damage arising from any event beyond Peccala’ reasonable control, including but not limited to flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, or equipment or software malfunction or any other cause beyond Peccala’s reasonable control (each, a "Force Majeure Event").
- You may not assign or transfer any of your rights or obligations under these Terms without prior written consent from Peccala, including by operation of law or in connection with any change of control. Peccala may assign or transfer any or all of its rights under these Terms, in whole or in part, without obtaining your consent or approval.
INTELLECTUAL PROPERTY RIGHTS
- Unless otherwise indicated by us, all copyright and other intellectual property rights in all content and other materials contained on our website, the Platform or provided in connection with the Services, including, without limitation, the Peccala logos and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, "Peccala Materials") are the proprietary property of Peccala or our licensors or suppliers and are protected by international copyright laws and other intellectual property rights laws.
- We hereby grant you a limited, nonexclusive and non-sublicensable license to access and use the Peccala Materials for your personal or internal business use. Such license is subject to these Terms and does not permit (a) any resale of the Peccala Materials (b) the distribution, public performance or public display of any Peccala Materials; (c) modifying or otherwise making any derivative uses of the Peccala Materials or any portion thereof; or (d) any use of the Peccala Materials other than for their intended purposes. The license granted under this Section will automatically terminate if we suspend or terminate your access to the Services.
U.S. PERSON RELATED DISCLAIMER
Access to products and services detailed on this website may be restricted for certain persons or countries. In particular, the products and services referred to herein are not available to U.S. Persons, as defined by Regulation S of the United States Securities and Exchange Commission, as amended ("U.S. Persons"). This includes U.S. Nationals and Green Card holders living inside and outside of the U.S. The information contained on this website is not available to U.S. Persons. Investors who are such "U.S. Persons" should not view this website. The provision of the information in this website does not constitute an offer of securities to any person in the United States or to any "U.S. Person." Peccala is not registered under the U.S. Investment Company Act of 1940, as amended, nor is the sale of any of our products tokens registered under the U.S. Securities Act of 1933, as amended. Consequently, it cannot be offered for sale or be sold in the United States, its territories, possessions or protectorates under its jurisdiction, nor to nationals, citizens or residents in any of those areas, except pursuant to a valid exemption. More generally, the products and services presented on this website may only be purchased in jurisdictions in which their marketing and distribution are authorized. Peccala advises all interested parties to check in advance whether they are legally entitled to purchase the products and/or services presented on the website.