Welcome, and thank you for your interest in Presail. Presail is delivered by the Norwegian registered company Datablock AS and its affiliates (“Presail”, “we”, “our”, and/or “us”). These Terms of Service are a legally binding contract governing your access to and use of our website, any related applications we provide you, and our related services (collectively, the “Service”). These Terms of Service are applicable to the individual, company, or other entity that accepts the Terms of Service, by executing an ordering document provided to you by us, placing an order using online functionality Presail makes available like clicking a box, creating an account, or otherwise affirmatively accepting the Agreement through another means Presail offers you. If the Service is being used on behalf of a company or other entity by an individual authorized to accept these Terms of Service on its behalf, then all references to “you,” or “your” refer to the company or other entity. If you are a company or other entity, the individual accepting these Terms of Service on your behalf represents and warrants that they have authority to bind you to this Agreement.
BY CLICKING “I ACCEPT,” OR BY CREATING A USER ACCOUNT OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS (“Terms”). IF YOU ARE NOT ELIGIBLE, SUBJECT TO SECTION 2 OF THESE TERMS, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE, AND OUR PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BETWEEN YOU AND US TO BE BOUND BY THESE TERMS.
ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 17 (Dispute Resolution and Arbitration), you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, WE AND YOU ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.
1. Service Overview
Presail is a platform that facilitates management of investments for companies, projects, and investors in a Web 3.0 model. Specifically, Presail is intended to help:
2. Eligibility.
You must be at least 18 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.
3. Accounts and Registration.
To access most features of the Service, you must register for an account. When you register for an account, you may be required to provide us with information such as your name, email address, and digital wallet information. You agree that the information you provide to us is accurate, complete, and not misleading (including, without limitation, that any digital wallet information you provide actually corresponds to a digital wallet belonging to and controlled by you), and that you will keep it accurate and up to date at all times. When you register, you will be asked to create a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you should immediately notify us at terms@presail.com. Users may terminate their account at any time by contacting us at terms@presail.com.
4. Licenses
4.1 Limited License Subject to your complete and ongoing compliance with these Terms, we grant you, solely for your personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, publicly perform, or create derivative works of the Service; (b) make modifications to the Service; or (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, then you may not use it.
4.2 Feedback We respect and appreciate the thoughts and comments from our users If you choose to provide input and suggestions regarding existing functionalities, problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant us an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services. We will have no obligation to provide you with attribution for any Feedback you provide to us.
5. Ownership; Proprietary Rights
The Service is solely and exclusive owned and operated by us. Including, but not limited to, any rights of ownership, title and interest in and to the Service. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service provided by us, not limited to the aforementioned, (“Materials”) are protected by intellectual property and other laws. All Materials included in the Service are the property of us or our third-party licensors. Except as expressly authorized by us, you may not make use of the Materials. There are no implied licenses in these Terms and we reserve all rights to the Materials not granted expressly in these Terms.
You do not acquire any rights of ownership to any part of the Service. Nothing in these Terms purports to sell, transfer or in any way convey a sale or transfer of our Intellectual Property Rights.
6. Third-Party Programs
6.1 Third-Party Websites. The Service may contain links to third-party websites or services. Linked websites are not under our control, and we are not responsible for their content. Please be sure to review the terms of use and privacy policy of any third-party websites or services before you share any content or information with such third-party websites or services. We will have no control over any content or information that has been shared.
6.2 Third-Party Software The Service may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third-Party Components”). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.
7. User Content
7.1 User Content Generally. Certain features of the Service may permit users to submit, upload, publish, broadcast, or otherwise transmit (“Post”) content to the Service, including messages, reviews, photos, video or audio, images, folders, data, text, and any other works of authorship or other works (“User Content”). You retain any copyright and other proprietary rights that you may hold in the User Content that you Post to the Service, subject to the licenses granted in these Terms. If you Post User Content to the Service, you understand and agree that we may host, copy, and store such User Content for purposes of providing the Service to you (including, as applicable based on where you choose to Post the User Content, by making the User Content visible to other users of the Service such as co-investors, members of a community fund or project, etc.)
7.2 You Must Have Rights to the Content You Post. You must not Post User Content if you are not the owner of or are not fully authorized to grant rights in all of the elements of that User Content. We disclaim any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content via the Service. By providing User Content via the Service, you affirm, represent, and warrant to us that you own the User Content, or have the necessary licenses, rights, consents, and permissions to authorize us grant us the rights granted by you in this Section.
7.3 User Content Disclaimer. We are under no obligation to edit or control User Content that you or other users Post and will not be in any way responsible or liable for User Content. We may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms, is alleged to violate the rights of third parties, or is otherwise objectionable. You understand that, when using the Service, you may be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against us with respect to User Content, apart from rights derived from the Terms.
8. Prohibited Conduct.
By using the Service, you agree not to:
8.1 use the Service for any illegal purpose or in violation of any local, state, national, or international law;
8.2 harass, threaten, demean, embarrass, bully, or otherwise harm any other user of the Service;
8.3 violate, encourage others to violate, or provide instructions on how to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;
8.4 access, search, or otherwise use any portion of the Service through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, and data mining tools) other than the software or search agents provided by us;
8.5 interfere with security-related features of the Service, including by: (i) disabling or circumventing features that prevent or limit use, printing or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;
8.6 interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Service; (iii) collecting personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;
8.7 perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or identity, accessing any other Service account without permission, or falsifying your age or date of birth;
8.8 sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 5 (Ownership; Proprietary Rights)) or any right or ability to view, access, or use any Materials; or
8.9 attempt to do any of the acts described in this Section 8 (Prohibited Conduct) or assist or permit any person in engaging in any of the acts described in this Section 8 (Prohibited Conduct).
9. Modification of Terms.
We may, from time to time, change these Terms. Please check these Terms periodically for changes. Revisions will be effective immediately except that, for existing users, material revisions will be effective 30 days after posting or notify you of the revisions unless otherwise stated. We may require that you accept modified Terms in order to continue to use the Service. If you do not agree to the modified Terms, then you should discontinue your use of the Service. Except as expressly permitted in this Section 9 (Modification of Terms), these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms.
10. Term, Termination, and Modification of the Service
10.1 Term. These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Service, and continue until expiration of the Service as agreed by the parties in a written order form, subscription, or other order flow process or interface made available by us (an “Order Form”) unless earlier terminated as described in Section 10.2 (Termination).
10.2 Termination. Either party may terminate this Agreement (including any or all applicable Order Forms) if the other party: (a) fails to cure a material breach of this Agreement (including a failure to pay fees due hereunder) within 30 days after notice; (b) ceases operation without a successor; or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days. If you violate any provision of these Terms, then your authorization to access the Service and these Terms will automatically terminate. In addition, we may, at our sole discretion, terminate these Terms or your account to the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice, and without any liability to you arising from such termination.
10.3 Effect of Termination Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; and (c) Sections 4.2 (Feedback), 5 (Ownership; Proprietary Rights), 10.3 (Effect of Termination), 11 (Indemnity), 12 (Disclaimers; No Warranties by Us), 13 (Limitation of Liability), 17 (Dispute Resolution and Arbitration), and 18 (Miscellaneous) will survive any termination. You are solely responsible for retaining copies of any User Content you Post to the Service since upon termination of your account, you may lose access rights to any User Content you Posted to the Service. If your account has been terminated for a breach of these Terms, then you are prohibited from creating a new account on the Service using a different name, email address or other forms of account verification.
10.4 Modification of the Service We reserve the right to modify or discontinue all or any portion of the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently. If there are changes made to the Service, we will do our best to notify you in reasonable time before the changes are effective. If you are not content with the changes made, you may terminate the Terms in accordance with section 10.2 of these Terms.
We will have no liability for any change to the Service, including any paid-for functionalities of the Service, or any suspension or termination of your access to or use of the Service. You should retain copies of any User Content you Post to the Service so that you have permanent copies in the event the Service is modified in such a way that you lose access to User Content you Posted to the Service.
11. Indemnity.
11.1 To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend, indemnify, and hold us, our affiliates and our and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the “Presail Entities”) harmless from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys’ fees and costs, arising out of or connected with: (1) your unauthorized use of, or misuse of, the Service; (2) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (3) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (4) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
11.2 To the fullest extent permitted by law, Presail will defend, indemnify, and hold you harmless from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys' fees and costs, arising out of an allegation that the Service, when used by you as permitted under these Terms of Service and the applicable Order Form infringes or misappropriates a third-party’s patent, copyright, trademark, or trade secret. In response to an actual or potential infringement or misappropriation claim or otherwise relating to violation of intellectual property rights, if required by settlement or injunction or as Presail determines necessary to avoid material liability, Presail may at its option: (a) procure rights for your continued use of the applicable Service; (b) replace or modify the allegedly infringing portion of the applicable Service to avoid infringement or misappropriation without reducing the Service’s overall functionality; or (c) terminate the affected Service and refund to you any pre-paid, unused fees for the terminated portion of the Service term. Presail’s obligations in this Section 11.2 do not apply: (a) to infringement or misappropriation resulting from your modification of the Service or use of Service in combination with items not provided by Presail (including Third-Party Components); (b) to unauthorized use of Service; (c) if you settle or make any admissions about a claim without Presail’s prior consent; or (d) to trials, beta testing or other free or evaluation use. This Section 11.2 sets out your exclusive remedy and Presail’s entire liability regarding infringement or misappropriation of third-party intellectual property rights.
12. Disclaimers; No Warranties by Us
12.1 NEITHER WE, NOR THE SERVICE NOR MATERIALS, PROVIDE LEGAL, TAX, FINANCIAL, INVESTMENT, OR OTHER PROFESSIONAL ADVICE. YOU SHOULD CONSULT PROFESSIONAL ADVISORS ABOUT THE LEGAL, TAX, INVESTMENT, OR FINANCIAL RISKS AND CONSEQUENCES OF YOUR ACTIONS. WE ARE NOT A BROKER-DEALER OR AGENT OF ANY INVESTOR, COMPANY, OR PROJECT LISTED THROUGH THE SERVICE AND WE DO NOT SOLICIT INVESTMENTS. WITHOUT LIMITING THE FOREGOING, NOTHING PROVIDED ON OR THROUGH THE SERVICE SHALL CONSTITUTE OR BE CONSTRUED AS AN OFFER OR SOLICITATION TO PURCHASE ANY SECURITY OR FINANCIAL INSTRUMENT, OR AS FINANCIAL, LEGAL, TAX, OR INVESTMENT ADVICE, OR A SUITABLE INVESTMENT OR RECOMMENDATION OR ENDORSEMENT OF ANY COMPANY OR PROJECT. MATERIALS AVAILABLE ON OR THROUGH THE SERVICE SHOULD NOT BE CONSIDERED AS SUFFICIENT INFORMATION UPON WHICH TO BASE AN INVESTMENT DECISION. ALL INVESTMENTS ARE SUBJECT TO ANY SEPARATE AGREEMENTS BETWEEN YOU AND THE APPLICABLE COMPANY, PROJECT, OR ENTITY IN WHICH YOU ARE INVESTING. WE ARE NOT RESPONSIBLE OR LIABLE FOR ANY INFORMATION FURNISHED BY OR ABOUT ANY COMPANIES, PROJECTS, OR ENTITIES. INVESTORS ASSUME SOLE RESPONSIBILITY AND RISK OF THEIR INVESTMENT DECISIONS AND THE DUE DILIGENCE RELATED THERETO. NO REPRESENTATION IS MADE THAT ANY COMPANY, PROJECT, OR ENTITY WILL BE SUCCESSFUL, AND PAST PERFORMANCE OF THE FOREGOING IS NOT INDICATIVE OF FUTURE RESULTS.
12.2 THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. WE DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (b) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. WE DO NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND WE DO NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
12.3 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR PRESAIL ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE PRESAIL ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.
12.4 THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 12 (DISCLAIMERS; NO WARRANTIES BY US) APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. We do not disclaim any warranty or other right that we are prohibited from disclaiming under applicable law.
13. Limitation of Liability
13.1 TO THE FULLEST EXTENT PERMITTED BY LAW AND EXCEPT FOR BREACHES OF SECTIONS 4 (LICENSES), 8 (PROHIBITED CONDUCT) and 15 (CONFIDENTIALITY) (COLLECTIVELY, THE “EXCLUDED CLAIMS”), IN NO EVENT WILL EITHER PARTY, BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE LIABLE PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
13.2 EXCEPT AS PROVIDED IN SECTIONS 17.5 (COMMENCING ARBITRATION) AND 17.7 (ARBITRATION RELIEF) OR WITH RESPET TO THE EXCLUDED CLAIMS, AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF EACH PARTY TO THE OTHER PARTY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE AMOUNTS PAID OR PAYABLE BY YOU TO PRESAIL PURSUANT TO THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM.
13.3 EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A MUTUAL LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE MUTUAL LIMITATIONS IN THIS SECTION 13 (LIMITATION OF LIABILITY) WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
14. Pricing structure and service fees
14.1 Monthly Fee: You agree to pay a recurring monthly fee for the use of Service. The specific amount of the monthly fee shall be clearly stated in the Order Form.
14.2 Fundraising Commission: In the event that you utilize the Service for fundraising activities, Presail shall be entitled to, and you shall pay, a fundraising commission. The fundraising commission shall be defined as a percentage of the total funds raised by you through the Service as detailed in the Order Form . Any fees associated with fundraising commissions shall be billed separately following the completion of the respective activities and applicable time period. For example, if funds are raised between March 15th and April 15th, the commission for this fundraising will be included in the invoice generated on April 15th.
14.3 OTC Commission: If you engage in over-the-counter (OTC) transactions facilitated by Presail's platform or services, the OTC service fee shall be paid by the individual who is purchasing the OTC allocation. The specific OTC service fee shall be clearly specified in the Order Form..
14.4 Service Capacity and Additional Fees: If your use of the Services exceeds the Service Capacity as set forth in the Order Forn or requires the payment of additional fees as described herein or otherwise in the Order Form or other documentation made available by Presail, you shall be billed for such usage. You agree to pay such additional fees in the manner provided herein or in the Order Form or other documentation, ensuring prompt and accurate payment for the additional usage.
14.5 Payment Method, Invoicing, and Payment Address: The parties hereby agree that payments shall be settled in USDT, USDC, or BUSD cryptocurrency, utilizing the daily EUR to USD conversion rate specified by the European Central Bank's Euro foreign exchange reference rates on the day of the transaction. Invoices shall be generated on the 15th day of the month following the provision of services, covering the period from the 15th of the previous month to the 15th of the current month. Any fees associated with fundraising commissions or additional services shall be billed separately following the completion of the respective activities. The invoice shall include a payment address, which represents the designated location where you must submit payment for the invoice.
14.6 Confidentiality of Fees: The parties acknowledge that any fees applicable to you are uniquely tailored to your specific requirements and shall constitute Confidential Information of Presail.
14.7 Modification of Pricing: Presail reserves the right to modify the monthly fee, fundraising commission, OTC commission, and additional fees. In the event of any changes to the pricing structure, Presail shall provide written notice, email notification, or display the updated pricing schedule on its website, ensuring that you are duly informed. Such modifications shall apply to future transactions or usage of the Service; provided, that prior to any payment of modified fees, you will have an opportunity to review any modified fees that will be charged. In the event that any adjusted fees are not acceptable, you may terminate this agreement upon written notice to Presail. .
14.8 Billing and Payment: You shall make timely payments of all applicable fees, commissions, and charges, including any additional fees incurred due to exceeding the Service Capacity or other factors specified herein or in the Order Form. You acknowledge that the detailed pricing information, including a breakdown of fees, commissions, and charges, shall be readily accessible on the billing page within your account on Presail's platform, ensuring transparency in billing processes. The monthly fee shall be paid in advance to cover the services provided to you. Following an invoice provided to you on the 15th day of a given month, invoices shall be paid no later than the 1st day of the following month. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, plus all expenses of collection and may result in immediate termination of Service.
14.9 Refunds and Adjustments: In the event of any pricing discrepancies or errors, you may request a refund or adjustment by promptly contacting Presail's customer support. Presail shall review such requests on a case-by-case basis. If a pricing error or adjustment is confirmed, Presail may issue a refund or make the necessary adjustment accordingly.
14.10 You are responsible for any sales, use, GST, value-added, withholding, or similar taxes or levies that apply to Order Forms or your use of the Service, whether domestic or foreign, other than Presail’s income tax (“Taxes”). Fees are exclusive of all Taxes.
15. Confidentiality
15.1 “Confidential Information” means information disclosed to the receiving party (“Recipient”) under this Agreement that is marked by the disclosing party (“Discloser”) as proprietary or confidential or, if disclosed orally, is designated as proprietary or confidential at the time of disclosure. Our Confidential Information includes the terms and conditions of this Agreement and any technical or performance information about the Service. As Recipient, each party will: (a) hold Confidential Information in confidence and not disclose it to third parties except as permitted in this Agreement; and (b) only use Confidential Information to fulfill its obligations and exercise its rights in this Agreement. At Discloser’s request, Recipient will delete all Confidential Information, except, in the case where Presail is the Recipient, Presail may retain the Customer’s Confidential Information to the extent required to continue to provide the Services. Recipient may disclose Confidential Information to its employees, agents, contractors, and other representatives having a legitimate need to know, provided it remains responsible for their compliance with this Section 15 and they are bound to confidentiality obligations no less protective than this Section 15.
15.2 These confidentiality obligations do not apply to information that Recipient can document: (a) is or becomes public knowledge through no fault of the receiving party; (b) it rightfully knew or possessed prior to receipt under this Agreement; (c) it rightfully received from a third party without breach of confidentiality obligations; or (d) it independently developed without using Confidential Information. Nothing in this Agreement prohibits either party from making disclosures, including of User Content and other Confidential Information, if required by Law, subpoena, or court order, provided (if permitted by Law) it notifies the other party in advance and cooperates in any effort to obtain confidential treatment.
15.3 Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 15.
17. Dispute Resolution and Arbitration
17.1 Generally To the maximum extent permitted by law, except as described in Section 17.2 (Exceptions), you and we agree that every dispute arising in connection with these Terms, the Service, or communications from us will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator. Arbitrations in connection with this Agreement will be conducted in Oslo, Norway by the International Chamber of Commerce pursuant to its Rules of Arbitration (and the Expedited Procedure Provisions set forth therein). Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction.
YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
17.2 Exceptions. Although we are agreeing to arbitrate most disputes between us, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
17.3 Enforceability. If Section 17.1 is found to be unenforceable, then the entirety of this Section 17 (Dispute Resolution and Arbitration) will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 18.2 (Governing Law) will govern any action arising out of or related to these Terms.
18. Miscellaneous
18.1 General Terms. These Terms, including the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and us regarding your use of the Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms and all rights granted under these Terms, including with respect to your User Content, at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to.” If any part of these Terms is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.
18.2 Governing Law. These Terms are governed by the laws of Norway without regard to conflict of law principles. You and we submit to the personal and exclusive jurisdiction of the Norwegian courts located in Oslo, Norway for resolution of any lawsuit or court proceeding permitted under these Terms.
18.3 Privacy Policy. Please read our Privacy Policy (the “Privacy Policy”) carefully for information relating to our collection, use, storage, and disclosure of your personal information.
18.4 Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
18.5 International data transfers. This Section 18.5 will apply if you are located (or if the Services will be accessed from) outside of the European Economic Area or the UK, and the jurisdiction in which you are located has not been recognized as providing adequate protection for personal data by the EU Commission for the purposes of the EU GDPR. Where this Section applies, you agree that Module 1 of the clauses annexed to the EU Commission Implementing Decision 2021/914 of June 4, 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council (OJ L 199, 7.6.2021, p. 31-61) (the “Standard Contractual Clauses”) is incorporated into these Terms and completed as follows: the “data exporter” is Presail, the “data importer” is you, the optional docking clause in Clause 7 is struck; the optional paragraph in Clause 11(a) is struck; Option 1 of Clause 17 is implemented and the governing law in Clause 17 is the law of Norway; the courts in Clause 18 (b) are the courts of Norway; Annex I and II to the Standard Contractual Clauses are Annex 1 and 2 to these Terms respectively.18.6 Contact Information. The Service is offered by Datablock AS, located at Akersbakken 12, 0172 Oslo. You may contact us by sending correspondence to that address or by emailing us at terms@presail.com.
18.7 Notice to California Residents. If you are a California resident, then under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.
18.8 No Support. We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.
ANNEX 1
DESCRIPTION OF THE TRANSFER
Data exporter:
Data importer:
# |
Category of data subjects |
|
|
Investors |
|
|
Employees |
# |
Category of personal data |
1, 0 |
Name |
1, 0 |
Email address |
0 |
Postal address |
0 |
Job title |
1, 0 |
Identity documents, and personal data detailed within such documents including date of birth, nationality, place of birth, passport number, residency, citizenship, biometric data |
1, 0 |
Taxation information |
1, 0 |
Contributions and allocation information |
1, 0 |
Token vesting and distribution information |
# |
Category of sensitive data |
Applied restrictions or safeguards |
|
|
N/A |
N/A |
ANNEX 2
TECHNICAL AND ORGANIZATIONAL MEASURES INCLUDING TECHNICAL AND ORGANIZATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA
The following types of security measures will be implemented:
Technical and organizational measures to ensure confidentiality and that persons entitled to use a data processing system gain access only to such personal data in accordance with their access rights, and that personal data cannot be read, copied, modified or deleted without authorization.
Technical and organizational measures to ensure that personal data cannot be read, copied, modified or deleted without authorization during electronic transmission, transport or storage on storage media (manual or electronic), and that it can be verified to which companies or other legal entities personal data are disclosed.
The measures in this Annex apply to all transfers described in the Terms.