This Terms of Services Agreement (the “Agreement”) governs the access to and use of certain products, services and properties made available through our website, https://www.cenit.finance/ (the “Site”), to any User (“you”) by PANGRA XYZ INC. (“Pangra”, “Cenit”, “we”, “us” or “our”), a Delaware limited liability company corporation duly incorporated and existing in accordance with the laws of United States on 11th May 2022 and with a registered address at 2810 North Church Street PMB 73543 Wilmington, DE 19802 US, with a Tax Identification Number of 37-2047176,
2. Our Services
Our products, services and properties available at the Site, include:
(i) We offer a simulation engine that assesses risks for Tokenomics and DeFi protocols. Our services include customized simulations and consulting to meet your specific needs as well as,
(ii) We have a software application provided on or in connection with those services that allows Users (the “Platform”) to simulate various scenarios and hypotheses to analyze the behavior of their protocol.
(iii) Please note that the simulations are not intended as financial recommendations (collectively, the “Services”).
3. Users and Registered Users
The Services (both, access to the Site and to the Platform) can be provided to all users (the “Users”), regardless they are clients of Cenit (the “Clients”) or not.
The Site is available for all Users. There is an open “demo” version that can be used by all Users of the Site, although in order to use certain features of the Services (i.e.: the software) you will need to register for an account on the Services (“Account”) (the “Registered Users”).
You must be eighteen (18) years old or otherwise capable of forming a binding contract to register for an Account.
By creating an Account, you agree to (i) provide accurate, current, and complete Account information about yourself and create an user, (ii) maintain and promptly update from time to time as necessary your Account information, (iii) maintain the security of your password and accept all risks of unauthorized access to your Account and the information you provide to us, and (iv) immediately notify us if you discover or otherwise suspect any security breaches related to the Services or your Account.
You may not have more than one Account, and Cenit reserves the right to block multiple Accounts of the same user.
We reserve our right to establish and conduct, at any time during the term of this Agreement, know-your-customer (“KYC”) protocols in accordance with cryptocurrency industry’s best practices regarding your use of the Service.You agree that you will not (i) buy, sell, rent, or lease access to your Account without our written permission; (ii) register or attempt to register for a new Account without our written permission after your Account has been disabled or deleted by us; (iii) share your Account password with anyone; or (iv) log in or try to log in to access the Services through unauthorized third party applications or clients.
When a Registered User wants to share the Account with anyone or wants any third party to have access to the Platform, they agree to seek Cenit’s written authorization, so Cenit can provide such new User with its relevant Account’s log in details. Once any new User creates an Account and receives access to the Platform, it will be referred to as a Registered User.
4. Disclaimer applicable to the Service
This Agreement is important and affects your legal rights, so please read it carefully.
Cenit utilizes the software to conduct simulations and projections on behalf of its Clients, specifically related to tokenomics. This service is provided in conjunction with the information provided by Cenit’s Clients regardless they are Registered Users or not.
You specifically acknowledge and agree that, Cenit shall not be a party to or have any responsibility or liability for, arising out of, relating to, associated with or resulting from any disputes between you and any third party in respect of the Service, the Tokenomics or such Tokens being considered as an investment by you or any third party, any intellectual property or other rights embodied thereby or included therewith by you or any third party.
You, acknowledge that Cenit disclaims all responsibility regarding the information used to provide the Services, as all the information it uses is provided by its Clients, and that Cenit cannot verify whether such information has been verified or is authentic information about identity, legitimacy, and authenticity of their Hypothesis.
Notwithstanding anything set forth herein or through the Service, Cenit makes no claims about the identity, ownership, legitimacy, or authenticity of the projections in relation to the Tokenomics.
By clicking on any “I accept” button, completing the Account registration process, purchasing any Services offered in the Site, the Platform and/or otherwise using the Services, you agree to be bound by this Agreement and all of the terms incorporated herein by reference. If you do not agree to this Agreement, you may not access or use the Services or access the reserved area for Registered Users in the Site.
For existing users of the Service, you acknowledge and agree that this Agreement is effective beginning on the date on which you first accessed and/or used any Service.
Cenit reserves the right to change or modify this Agreement at any time and in our sole discretion. If we make changes to this Agreement, we will provide notice of such changes, such as by sending an email notification, providing notice through the Service or updating the “Last Updated” date at the beginning of this Agreement. By continuing to access or use the Service at any point after such update, you confirm your acceptance of the revised Agreement and all of the terms incorporated therein by reference.
We encourage you to review this Agreement frequently to ensure that you understand the terms and conditions that apply when you access or use the Service. If you do not agree to the revised Agreement, you may not access or use the Service.
Cenit is not a broker, financial institution or creditor. Therefore:
- No Investment Advice: the information provided by Cenit through the Site does not constitute an investment advice, financial advice, trading advice, or any other sort of advice. Cenit is not responsible for the impact of the simulations performed under the Platform, nor it will be responsible for the execution by the Client or any third party of the calculus given by the Cenit under the Platform.
- Accuracy of Information: Cenit will do its best efforts to ensure accuracy of the information used to calculate the parameters and probabilistic scenarios, although it will not hold any responsibility for any missing or wrong information.
5. Representations of the Clients that are Registered Users
When you register for an Account, you hereby represent and warrant, to and for the benefit of Cenit, and its representatives, as follows:
- All personal information, company data, protocol behavior, token dynamics (minting, burning, staking), treasury fees, protocol fees and other parameters not detailed have been provided by the Client to Cenit and/or its third-party designees, and, therefore, Cenit does not respond on whether it is accurate and/or complete. You hereby irrevocably disclaim and renounce reliance upon any statements or representations made by or on behalf of, or information made available by, Cenit, regarding any personal information which has been provided by Cenit’s Clients.
- Independent Investigation and Non-Reliance.
o You are sophisticated, experienced and knowledgeable in the business of Crypto Economy, as applicable.
o You have conducted an independent investigation of the Service and the matters contemplated by this Agreement, have formed your own independent judgment regarding the benefits and risks of and necessary and desirable practices regarding the foregoing, and, in making the determination to use or buy the Services as applicable, you have relied solely on the results of such investigation and such independent judgement.
- Without limiting the generality of the foregoing, you understand, acknowledge and agree that the legal requirements pertaining to blockchain technologies and digital assets and digital goods generally, including NFTs, are uncertain, and you have conducted an independent investigation of such potentially applicable legal requirements and the resulting risks and uncertainties, including the risk that one or more governmental entities or other persons may assert that any digital assets or cryptographic tokens (including the NFTs) may constitute securities under applicable legal requirements. You hereby irrevocably disclaim and disavow reliance upon any statements or representations made by or on behalf of, or information made available by, Cenit, in determining to enter into this Agreement or to buy, sell or trade any NFTs or Digital Assets or otherwise use the Service.
- There is no legal proceeding pending that relates to your activities relating to NFTs, other digital assets, or blockchain technology.
- Compliance. You have not failed to comply with, and have not violated, any applicable legal requirement relating to any blockchain technologies, token trading activities or NFT purchase and/or sale. No investigation or review by any governmental entity is pending or, to your knowledge, has been threatened against or with respect to you, nor does any government order or action prohibit you or any of your representatives from engaging in or continuing any conduct, activity or practice relating to NFTs.
- You must provide all equipment and software necessary to connect to the Service. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Service.
6. Know Your Client
When you register for your Account, you agree to provide Cenit with any information we request for the purposes of identity verification.
Cenit reserves the right to require you to provide additional information and documents as it believes reasonably necessary, including at the request of any competent authority or in order to assist Cenit with complying with its obligations under applicable law, regulation, or policy, where applicable.
If you do not provide complete and accurate information and documents in response to such a request, or Cenit is otherwise unable to verify your identity, or we have actual indications of fraud or violation of applicable legislation or regulation from your side, Cenit may, in its sole discretion suspend your account temporarily and refuse to provide any Service and/or further access to the Site and, if no other remedy is available and you have not complied with our requests to verify your compliance with applicable legislation, where applicable and requested, terminate your Account; all without no compensation whatsoever for you.
7. Consent to Electronic Communication
By creating an Account, you consent to receive electronic communications from Cenit (e.g., via email or by posting notices to the Service).
These communications may include notices about your Account (e.g., password changes and other transactional information) and are part of your relationship with us.
You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing.
We have no obligation to store for your later use or access any such electronic communications that we make to you.
We may also send you promotional communications via email, including, but not limited to, newsletters, special offers, surveys and other news and information we think will be of interest to you. You may opt out of receiving these promotional emails at any time by following the unsubscribe instructions provided therein.
Unless otherwise indicated in writing by us, the Service and all content and other materials contained therein, including, without limitation, the Cenit logo, are property of Cenit.
Notwithstanding anything to the contrary in this Agreement, the Service may include software components provided by Cenit or a third party that are subject to separate license terms, in which case those license terms will govern such software components.
The Cenit logo and any Cenit product or service names, logos or slogans that may appear on the Service are trademarks of Cenit and may not be copied, imitated or used, in whole or in part, without our prior written permission.
You may not use any metatags or other “hidden text” utilizing “Cenit,” or any other name, trademark or product or service name of Cenit without our prior written permission. In addition, the look and feel of the Service, including, without limitation, all page headers, custom graphics, button icons and scripts, constitute the service mark, trademark or trade dress of Cenit and may not be copied, imitated or used, in whole or in part, without our prior written permission.
All other trademarks, registered trademarks, product names and other names or logos mentioned on the Service are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the permission of the applicable trademark holder. Reference to any products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by Cenit.
9. License to Our Service and Content
You are hereby granted a limited, revocable, nonexclusive, nontransferable, non-assignable, non-sublicensable, “as-is” license to access and use the Service for your own personal, non-commercial use; provided, however, that such license is subject to this Agreement and does not include any right to (i) sell, resell, or use commercially the Service, (ii) distribute, publicly perform, or publicly display any content provided by the Service, (iii) modify or otherwise make any derivative uses of the Service, or any portion thereof, (iv) use any data mining, robots, or similar data gathering or extraction methods, (v) download (other than page caching) any portion of the Service, except as expressly permitted by us, and (vi) use the Service other than for their intended purposes. This license is subject to your compliance with these Terms of Service.
You are granted a limited, nonexclusive, nontransferable right to create a text hyperlink to the Site for noncommercial purposes, provided that such link does not portray Cenit or any of our Services, products or services in a false, misleading, derogatory or otherwise defamatory manner, and provided further that the linking site does not contain any adult or illegal material or any material that is offensive, harassing or otherwise objectionable in Cenit’s sole discretion.
This limited right may be revoked at any time. You may not use a logo or other proprietary graphic of Cenit to link to the Service without our express written permission.
Further, you may not use, frame or utilize framing techniques to enclose any Cenit trademark, logo or other proprietary information, including the images found on the Service, the content of any text or the layout or design of any page, or form contained on a page, on the Service without our express written consent.
Cenit may from time-to-time change or discontinue any or all aspects or features of the Service, including by deactivating or deleting Accounts that Cenit in its sole discretion determines have been abandoned. In such events, you may no longer be able to access, interact with or, read the data from the Service.
10. Acceptable Use Policy
You agree that you are solely responsible for your conduct while accessing or using the Service. You agree that you will abide by this Agreement and will not:- Provide false or misleading information to Cenit when required;
- Use or attempt to use another user’s Account without authorization from such user and Cenit;
- Pose as another person or create a misleading username;
- Circumvent or attempt to circumvent any limitations or restrictions placed on Promotions offered by Cenit;
- Use the Service in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Service, or that could damage, disable, overburden or impair the functioning of the Service in any manner;
- Develop, utilize, or disseminate any software, or interact with any API in any manner, that could damage, harm, or impair the Service;
- Reverse engineer any aspect of the Service, or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any service, area, or code of the Service;
- Attempt to circumvent any content-filtering techniques we employ, or attempt to access any feature or area of the Service that you are not authorized to access;
- Use any robot, spider, crawler, scraper, script, browser extension, offline reader, or other automated means or interface not authorized by us to access the Service, extract data or otherwise interfere with or modify the rendering of Service pages or functionality;
- Collect or harvest data from our Service that would allow you to contact individuals, companies, or other persons or entities, or use any such data to contact such entities;
- Use data collected from our Service for any direct marketing activity (including without limitation, email marketing, SMS marketing, telemarketing, and direct marketing);
- Bypass or ignore instructions that control all automated access to the Service;
- Use the Service for any illegal or unauthorized purpose, or engage in, encourage, or promote any activity that violates any applicable law or this Agreement;
- Use the Service to carry out any illegal activities in connection with or in any way related to your access to and use of the Service, including but not limited to money laundering, terrorist financing or deliberately engaging in activities designed to adversely affect the performance of the Service;
- Engage in or knowingly facilitate any “front-running,” “wash trading,” “pump and dump trading,” “ramping,” “cornering” or fraudulent, deceptive or manipulative trading activities, including creating a Token at successively lower or higher prices for the purpose of creating or inducing a false, misleading or artificial appearance of activity in such protocol, unduly or improperly influencing the market price for such Token or establishing a price which does not reflect the true state of the market in such Token;
- Participating in, facilitating, assisting or knowingly transacting with any pool, syndicate or joint account organized for the purpose of unfairly or deceptively influencing the market price of a Token;
- Use the Service to carry out any financial activities whether subject to registration or licensing or not; or
For the avoidance of doubt, you represent and warrant that the Tokens referred throughout the Services rendered by Cenit through the platform bear no resemblance to a security as may currently be defined by law or regulation, in neither form nor function; specifically, the Services will not imply any kind of investment advice or contract, nor the Tokens are considered securities under any circumstances.
You hereby release and forever discharge Cenit and our affiliates, officers, employees, agents, successors, and assigns (the “Cenit Entities”) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Services (including any interactions with, or act or omission of, other Users of the Services).
12. Assumption of Risk related to Token price
You acknowledge and agree that:
The prices of digital assets are extremely volatile. Fluctuations in the price of other digital assets could materially and adversely affect the Tokens projections and the Services, which may also be subject to significant price volatility.
We cannot and do not guarantee that the projections and simulations regarding any Tokens or Tokenomics will remain the same if the circumstances of the market change.
You are solely responsible for determining what, if any, taxes apply to Transactions involving your Tokens.
Neither Cenit nor any of the Cenit Entities is responsible for determining the taxes that may apply to any transactions performed by you involving the Tokens referred to in the Services.
Tokens exist and can be transferred only by virtue of the ownership record maintained on the blockchain supporting such Tokens.
There are risks associated with using digital currency and digital assets, including but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your Account.
The legal and regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Service.
There are risks associated with purchasing Tokens or Cryptocurrencies, including but not limited to, the risk of purchasing counterfeit assets, mislabeled assets, assets that are vulnerable to metadata decay, assets on smart contracts with bugs, and assets that may become untransferable.
Cenit has no responsibility for the Tokens/ Digital Assets launched to the market due to an assessment of Cenit or due to a projection of the Service. Cenit does not investigate and cannot guarantee or warrant the authenticity, originality, uniqueness, marketability, legality or value of any NFT.
Cenit makes no representation, guarantee, or warranty of the authenticity or legality of any NFT.
To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Cenit and the Cenit Entities from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement, and costs of or associated with pursuing indemnification and insurance), of every kind and nature whatsoever arising out of or related to this Agreement or your use of the Service, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Service; (b) your violation of this Agreement; (c) your violation of the rights of any third party, including another User; or (d) any breach or non-performance of any covenant or agreement made by you. You agree to promptly notify Cenit of any third-party Claims and cooperate with the Cenit Entities in defending such Claims. You further agree that the Cenit Entities shall have control of the defense or settlement of any third-party Claims
.14. Further disclaimers
The Services are provided on an “as is” and “as available” basis without warranties or conditions of any kind, either express or implied.
Cenit (and its suppliers) make no warranty that the Services:
(a) will meet your requirements;
(b) will be available on an uninterrupted, timely, secure, or error-free basis; or
(c) will be accurate, reliable or complete.
Cenit disclaims all other implied warranties or conditions of merchantability, fitness for a particular purpose, title, and non-infringement as to the Service or any content contained therein.
Cenit does not represent or warrant that content on the Services is accurate, complete, reliable, current, or error-free.
We will not be liable for any loss of any kind from any action taken in reliance on material or information, contained on the Service.
While Cenit attempts to make your access to and use of the Service and content safe, Cenit cannot and does not represent or warrant that the Service is free of errors, viruses or other harmful components.
We cannot guarantee the security of any data that you disclose online.
You accept the inherent security risks of providing information and dealing online over the Internet and will not hold us responsible for any breach of security unless it is due to our gross negligence.
We will not be responsible or liable to you for any losses you sustain as a result of your use of the Service.
We take no responsibility for, and will not be liable to you for, any use of items, including but not limited to any losses, damages or claims arising from: (i) User error such as forgotten passwords, incorrect use of the Platform, or mistyped addresses; (ii) server failure or data loss; (iii) corrupted digital wallet files; (iv) unauthorized access to applications; or (v) any unauthorized third party activities, including without limitation the use of viruses, phishing, brute forcing or other means of attack against the service or items.
Tokens are intangible digital assets. They exist only by virtue of the ownership record maintained in the blockchain network. Any transfer of title that might occur in any unique digital asset occurs on the decentralized ledger within the blockchain platform. We do not guarantee that Cenit or any Cenit entity can affect the transfer of title or right in any Tokens. We cannot and do not guarantee that any Token will have or retain any inherent value, or that you will be able to sell or resell any Token purchased through the service.
Cenit is not responsible for any losses or harms sustained by you due to vulnerability or any kind of failure, abnormal behavior of software (e.g., smart contract), blockchains, or any other features of or inherent to the Tokens. Cenit is not responsible for casualties due to any delay or failure to report any issues with any blockchain supporting Tokens, including without limitation forks, technical node issues, or any other issues that result in losses of any sort.
Nothing in this agreement shall exclude or limit liability of either party for fraud, death or bodily injury caused by negligence, violation of laws, or any other activity that cannot be limited or excluded under the laws applicable to your jurisdiction. some jurisdictions do not allow the exclusion of implied warranties in contracts with consumers, so the above exclusion may not apply to you.
15. Limitation of Liability
To the fullest extent permitted by law, in no event will Cenit be liable to you or any third party for any lost profit or any indirect, consequential, exemplary, incidental, special or punitive damages arising from this Agreement or the Services and whether caused by tort (including negligence), breach of contract, or otherwise, even if foreseeable and even if Cenit has been advised of the possibility of such damages. Access to, and use of, the service is undertaken by you at your own discretion and risk, and you will be solely responsible for any damage to your computer system or mobile device or loss of data resulting therefrom.
Notwithstanding anything to the contrary contained herein, in no event shall the maximum aggregate liability of Cenit arising out of or in any way related to this Agreement, your access to and use of the Service, exceed 10% of the fees paid, where applicable, by Cenit’s Clients for the Services, within the period of six (6) months immediately prior to the event giving rise to such liability, by the Registered Users that are Clients of Cenit.
Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you in such jurisdictions.
16. Data Protection and Security
Security Breach. If you suspect that your Account or any of your security details have been compromised or if you become aware of any fraud or attempted fraud or any other security incident (including a cyber-security attack) affecting you and/or Cenit (collectively a “Security Breach”), you must notify Cenit Support immediately at firstname.lastname@example.org. Prompt reporting of a Security Breach does not imply that Cenit will be liable to you for any losses suffered as a result of the Security Breach.
Computer Viruses. We shall not bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses or other malicious code that may affect your computer or other equipment, or any phishing, spoofing or any other kind of cyber-attack.
We reserve the right in our sole discretion to modify, suspend, or discontinue the Service, or any features or parts thereof, whether temporarily or permanently, at any time with or without notice to you in our sole discretion.
This Agreement, and your access to and use of the Service, shall be governed by and construed and enforced in accordance with the laws of Spain, without regard to any conflict of law rules or principles that would cause the application of the laws of any other jurisdiction.
Any dispute between the parties shall be resolved in the state or federal courts of Madrid, Spain.
Notwithstanding anything contained in this Agreement, we reserve the right, without notice and in our sole discretion, to terminate your right to access or use the Service at any time and for any or no reason, and you acknowledge and agree that we shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to us, to the fullest extent permitted by applicable law.
Whenever the word “including” or any derivative thereof is used herein, it shall be construed as if followed by the phrase “without limitation.” If any term, clause or provision of this Agreement is held invalid or unenforceable, then that term, clause or provision will be severable from this Agreement and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of this Agreement. Your relationship to Cenit is that of an independent contractor, and neither party is an agent or partner of the other. this Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of Cenit. Cenit’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. Except as otherwise provided herein, this Agreement are intended solely for the benefit of Cenit and you and are not intended to confer third party beneficiary rights upon any other person or entity.
18. Contact Information
Company name: Cenit Finance
Mailing Address: 2810 North Church Street PMB 73543 Wilmington, DE 19802 US