PONZI EXPRESS

TERMS OF SERVICE AGREEMENT

Last Modified: 30 September 2024

Background.
Welcome to ponzi.express, a front-end user interface (the "Interface" or "App") provided by Ponzi Express ("we", "our", or "us"). The Interface provides streamlined access to a launchpad usable by you through interaction with the Ponzi Express smart contract infrastructure (the "Protocol"), as hosted on the Ethereum blockchain. All transactions are conducted, facilitated and executed solely by you through interaction with the autonomous and permissionless Protocol, and the Interface simply provides you view access thereto. The Interface may provide future access to other features in addition to the aforementioned from time-to-time, and the Protocol may be expanded via further smart contract functionality, contingent on the directions of Protocol governance, as further described below. The Interface is one, but not the exclusive, means of accessing the Protocol. To use the Protocol, you must use non-custodial wallet software, which allows you to interact with public blockchains. Your relationship with that non-custodial wallet provider and other Web 3.0 software, as applicable, are governed by the applicable terms of service of those third parties, not this Terms of Service Agreement (the “Agreement”). You understand and agree that the Protocol is permissionless and peer to peer, and is not singularly controlled by us nor any affiliated entity or individual, and has inherently immutable characteristics.

This Agreement explains the terms and conditions by which you may access and use the Interface or Protocol. You must read this Agreement carefully. By accessing or using the Interface or Protocol, you signify that you have read, understand, and agree to be bound by this Agreement in its entirety. If you do not agree to any of the terms herein, you are not authorized to access or use the Interface or Protocol and should not use the Interface or Protocol in any manner whatsoever.

NOTICE: PLEASE READ THIS AGREEMENT CAREFULLY AS IT GOVERNS YOUR USE OF THE INTERFACE AND PROTOCOL. THIS AGREEMENT CONTAINS IMPORTANT INFORMATION, INCLUDING A BINDING ARBITRATION PROVISION AND A CLASS ACTION WAIVER, BOTH OF WHICH IMPACT YOUR RIGHTS AS TO HOW DISPUTES ARE RESOLVED AND HAVE A SUBSTANTIAL IMPACT UPON YOUR LEGAL RIGHTS AND RECOURSE, IF ANY. THE INTERFACE IS ONLY AVAILABLE TO YOU - AND YOU SHOULD ONLY ACCESS THE INTERFACE AND PROTOCOL IF YOU AGREE COMPLETELY WITH THESE TERMS.

IF YOU DO NOT HAVE THE RIGHT, POWER AND AUTHORITY TO ACT ON BEHALF OF AND BIND THE BUSINESS, ORGANIZATION, OR OTHER ENTITY YOU REPRESENT, DO NOT ACCESS OR OTHERWISE USE THE INTERFACE OR PROTOCOL.

BY ACCESSING THE WEBSITE, CONNECTING YOUR WALLET AND USING THE SERVICES, YOU AGREE TO ACCEPT ALL THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT.

Modification of this Agreement.
We reserve the right, in our sole discretion, to modify this Agreement from time to time. All modifications will be effective when they are posted, and your continued accessing or use of the Interface and/or Protocol will serve as confirmation of your acceptance of those modifications. If you do not agree with any modifications to this Agreement, you must immediately stop accessing and using the Interface and Protocol.

Eligibility.
To access or use the Interface or Protocol, you must be able to form a legally binding contract with us. Accordingly, you represent that you are at least the age of majority in your jurisdiction (e.g. eighteen (18) years old) and have the full right, power, capacity and authority to enter into and comply with the terms and conditions of this Agreement on behalf of yourself and any company or legal entity for which you may access or use the Interface or Protocol.

Our Interface is NOT offered to persons or entities who reside in, are citizens of, are incorporated in, or have a registered office in the United States of America, Canada or any Prohibited Localities, as defined below (any such person or entity, a “Restricted Person”), and the Protocol shall not be used by any Restricted Person. We do not make exceptions. If you are a restricted person, then do not attempt to access or use the Interface or Protocol. Use of a virtual private network (e.g. a VPN) or other means by Restricted Persons to access or use the Interface or Protocol is strictly prohibited.

General.
You may not use the Interface or Protocol if you are otherwise barred from using the Interface or Protocol under the applicable laws and regulations of your respective jurisdiction.

Compliance.
You are solely responsible for adhering to all laws and regulations applicable to you and your use or access to the Interface and Protocol, including without limitation, all applicable cryptocurrency regulations relating to the issuance of, purchase of, and/or use of tokens within your jurisdiction. Your use of the Interface and Protocol is not prohibited by, and will not violate or facilitate the violation of any applicable laws or regulations, or contribute to or facilitate any illegal activity. Such requirement of legal adherence includes but is not limited to your sole responsibility for reporting and paying any taxes applicable to your use of the Interface and Protocol.

By using or accessing the Interface or Protocol, you represent to us that you are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or excluded or denied persons, including but not limited to the lists maintained by the United Nations Security Council, the European Union or its Member States, or any other relevant government authority.

We make no representations or warranties that the information, products, or services provided through our Interface or the Protocol are appropriate for access or use in your jurisdiction and as such you make representations that your access of the Interface and Protocol within your respective jurisdiction is lawful and that you have taken reasonable steps to ascertain the appropriate limitations and general restrictions, if any, as pertains to your respective jurisdiction. You are not permitted to access or use our Interface or Protocol in any jurisdiction or country if it would be contrary to the law or regulation of that jurisdiction or if it would subject us to the laws of, or any registration requirement with, such jurisdiction. We reserve the right to limit the availability of our Interface and Protocol (insofar as possible) to any person, geographic area, or jurisdiction, at any time and at our sole and absolute discretion.

Prohibited Localities.
The Interface does not interact with digital wallets located in, established in, or persons of resident of Afghanistan, Albania, Algeria, Angola, Australia, Bahamas, Botswana, Belgium, Bulgaria, Cuba, Crimea and Sevastopol, Curacao, Democratic Republic of Congo, Colombia, Croatia, Czech Republic, Denmark, Estonia, Ecuador, Ethiopia, France, Ghana, Guyana, Hong Kong, Italy, Iran, Iraq, Israel, Ivory Coast, Kuwait, Latvia, Lithuania, Mali, Mexico, Myanmar, Nicaragua, North Korea, Pakistan, Panama, Philippines, Portugal, Romania, Singapore, Somalia, Spain, Sweden, Switzerland, Sudan, Syria, Russian Federation, Taiwan, Trinidad and Tobago, Tunisia, Uganda, United Kingdom, United States of America, Yemen, Zimbabwe or any other state, country or region that is subject to sanctions enforced by the United States of America, the United Kingdom or the European Union.

You must not use any software or networking techniques, including use of a Virtual Private Network (VPN) to modify your internet protocol address or otherwise circumvent or attempt to circumvent this prohibition.

Non-Circumvention.
You agree not to access the Interface using any technology for the purposes of circumventing these Terms.

Access to the Interface.
We reserve the right to disable access to the Interface at any time in the event of any breach of the Terms, including without limitation, if we, in our sole discretion, believe that you, at any time, fail to satisfy the eligibility requirements set forth in the Terms. Further, we reserve the right to limit or restrict access to the Interface by any person or entity, or within any geographic area or legal jurisdiction, at any time and at our sole discretion. We will not be liable to you for any losses or damages you may suffer as a result of or in connection with the Interface being inaccessible to you at any time or for any other reason.

Intellectual Property Rights.
All intellectual property and other rights in the Interface and its original contents, including, but not limited to, the software, text, images, trademarks, service marks, copyrights, patents, and designs are and will remain exclusive property of Ponzi Express.

Unless expressly authorized by us, you may not copy, modify, adapt, rent, license, sell, publish, distribute, or otherwise permit any third party to access or use the Interface or any of its contents. Accessing or using the Interface does not constitute a grant to you of any proprietary intellectual property or other rights in the Interface or its contents.

You will retain ownership of all intellectual property and other rights in any information and materials you submit through the Interface. However, by uploading such information or materials, you grant us a worldwide, royalty-free, irrevocable license to use, copy, distribute, publish and send this data in any manner in accordance with applicable laws and regulations.

Additional Rights.
We reserve the following rights, which do not constitute obligations of ours: (a) with or without notice to you, to modify, substitute, eliminate or add to the Interface and/or Protocol; (b) to review, modify, filter, disable, delete and remove any and all content and information from the Interface; and (c) to cooperate with any law enforcement, court or government investigation or order or third party requesting or directing that we disclose information or content or information that you provide.

Privacy.
Please refer to our Privacy Policy for further information. This can be found here: ponzi.express.

Prohibited Activity.
You agree not to engage in, or attempt to engage in, any of the following categories of prohibited activity in relation to your access and use of the Interface and Protocol:

• Intellectual Property Infringement.
  Activity that infringes on or violates any copyright, trademark, service mark, patent, right of publicity, right of privacy, or other proprietary or intellectual property rights under the law.
• Cyberattack.
  Activity that seeks to interfere with or compromise the integrity, security, or proper functioning of any computer, server, network, personal device, or other information technology system, including (but not limited to) the deployment of viruses and denial of service attacks.
• Fraud and Misrepresentation.
  Activity that seeks to defraud us or any other person or entity, including (but not limited to) providing any false, inaccurate, or misleading information in order to unlawfully obtain the property of another.
• Market Manipulation.
  Activity that violates any applicable law, rule or regulation concerning the integrity of the trading markets, including (but not limited to) the manipulative tactics commonly known as “rug pulls”, pumping and dumping and wash trading, and the employing of any other similarly manipulative and/or dishonest schemes.
• Securities/Commodities and Derivatives Violations.
  Activity that violates any applicable law, rule or regulation concerning the trading of securities and commodities or derivatives thereof, including (but not limited to) the unregistered offering of securities and the offering of leveraged and margin commodity products to retail customers.
• Any Other Unlawful Conduct.
  Activity or use of the Interface and/or Protocol in any manner that violates any applicable law, rule, or regulation of your jurisdiction, including (but not limited to) the restrictions and regulatory requirements imposed by your jurisdiction regarding money laundering or terrorist financing or use of illicit funds from proceeds from any hack or otherwise.

OFAC and Sanctioned Entity and Digital Asset Addresses Prohibition.
Without limiting the generality in the aforementioned “Legalities” and “Prohibited Localities” sections, you agree that you shall not engage with the Interface or Protocol in any manner whatsoever if you are a sanctioned entity on the U.S. Office of Foreign Asset Control (“OFAC”) sanctions list, own a digital asset address under the OFAC list, or have engaged with any entity or digital asset address on that list, directly or indirectly, in the receipt and/or transmission of tokens. This list includes but is not limited to any of the following addresses listed below and addresses which you know have interacted with the following prohibited addresses since August 8th, 2022 (the “Initialization of Sanction”). Such digital asset addresses are identified by OFAC as the prohibited Tornado Cash (a.k.a. Tornado Cash Classic; a.k.a. Tornado Cash Nova) addresses. A non-exhaustive list can be found below, which as prior mentioned, includes any digital asset addresses which have interacted with the following explicitly sanctioned digital asset addresses since the Initialization of Sanction.

You agree that you are solely responsible for ensuring that your address used for the interaction with the Interface and Protocol does not fall within the list above. You are also responsible to keep up to date as to when and if OFAC adds newly sanctioned digital asset addresses. This can be done via a search at Specially Designated Nationals And Blocked Persons List (SDN) Human Readable Lists | U.S. Department of the Treasury.

Not Registered with the SEC or Any Other Agency.
We are not registered with the U.S. Securities and Exchange Commission or Commodities and Futures Trading Commission as a national securities exchange or in any other capacity and are not registered with any other national or state financial regulatory body anywhere else in the world. You understand and acknowledge that we do not broker any orders on your behalf, and whether you execute any launches, trades, swaps, redemptions, lending or borrowing via the Protocol. We solely provide you an Interface by which you interact with the Protocol, and do not exercise control over the Protocol. We also do not facilitate the execution or settlement of your launches, trades, swaps, redemptions, lending or borrowing which occur entirely on the public distributed Ethereum blockchain and which may occur on other distributed ledgers in future iterations and editions. The pricing information of tokens provided through the Interface does not represent an offer, a solicitation of an offer, or any advice regarding, or recommendation to enter into, a transaction via the Interface. Additionally, The Interface does not act as an agent for any users. Such trading functions and launching of tokens are facilitated solely via interactions with the Protocol in a decentralised manner by the user and with no engagement, facilitation or assistance from us.

Non-Solicitation; No Investment Advice.
You agree and understand that all actions, trades, swaps, redemptions, lending or borrowing you submit through the Interface are considered unsolicited, which means that you have not received any investment advice from us in connection with any launches, trades, swaps, redemptions, lending or borrowing, and that we do not conduct a suitability review of any positions, trades, swaps, redemptions, lending or borrowing you submit.

All information provided through the Interface and through other Ponzi Express communication channels is for informational purposes only and should not be construed as investment advice. You should not take, or refrain from taking, any action based on any information contained in the Interface, Protocol, or communication channels. We do not make any investment recommendations to you or opine on the merits of any transaction or opportunity whether on the Interface or otherwise. You alone are responsible for determining whether any transaction is appropriate for you based on your personal investment objectives, financial circumstances, and risk tolerance and as appropriate, before taking any financial, legal, or other decisions involving the Interface or Protocol, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate.

No Warranties.
The Interface and Protocol is provided on an "AS IS" and "AS AVAILABLE" basis. To the fullest extent permitted by law, we disclaim any representations and warranties of any kind, whether express, implied, or statutory, including (but not limited to) the warranties of merchantability and fitness for a particular purpose. You acknowledge and agree that your use of the Interface and Protocol is at your own risk. We do not represent or warrant that access to the Interface or Protocol will be continuous, uninterrupted, timely, or secure, or that the information contained in the Interface will be accurate, reliable, complete, or current, or that the Interface or Protocol will be free from errors, defects, viruses, or other harmful elements. No advice, information, or statement that we make should be treated as creating any warranty concerning the Interface or Protocol. We do not endorse, guarantee, or assume responsibility for any advertisements, offers, or statements made by third parties concerning the Interface or Protocol, nor do we endorse, guarantee or assume any responsibility whatsoever for any tokens launched through the Protocol or any tokens which you can access through the Interface.

Non-Custodial and No Fiduciary Duties.
The Interface is a purely non-custodial application, meaning you are solely responsible for the custody of the cryptographic private keys to the digital asset wallets you hold. This Agreement is not intended to, and does not, create or impose any fiduciary duties on us. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated. You further agree that the only duties and obligations that we owe you are those set out expressly in this Agreement.

Compliance Obligations.
The Interface is operated from international facilities. By accessing or using the Interface and/or Protocol, you agree that you are solely and entirely responsible for compliance with all laws and regulations that may apply to you, and you must ensure continuing compliance with any and all laws and regulations throughout your use of the Interface and interaction with the Protocol to the highest degree of due diligence. Specifically, your use of the Protocol and/or Interface may result in various tax consequences, such as income or capital gains tax, value-added tax, goods and services tax, or sales tax in certain jurisdictions. It is your responsibility to determine whether taxes apply to any transactions you initiate or receive and, if so, to report and/or remit the correct tax to the appropriate tax authority.

Assumption of Risk.
By accessing and using the Interface and/or Protocol, you represent that you fully understand that you are financially and technically sophisticated enough to understand the inherent risks associated with using cryptographic and blockchain-based systems, including the functionality, usage, storage, transmission mechanisms, and intricacies associated with cryptographic tokens, token storage facilities (including wallets), blockchain technology, and blockchain-based software systems; and that you have a working knowledge of the usage and intricacies of digital assets such as Bitcoin (BTC), Ether (ETH) and other digital tokens and such as those following the Ethereum Token Standard (ERC-20) and mechanisms pertaining to Web 3.0 applications, which encompasses the use of web interfaces to interact with blockchain based applications. In particular, you understand that blockchain-based transactions are irreversible and that Web 3.0 applications have intrinsic and unique risks and such are understood, appreciated and assumed by you. You further understand that the Protocol and blockchain applications and interactions therewith are immutable and irreversible, and we do not have the ability to modify the Protocol.

You further understand that digital assets are highly volatile due to factors including (but not limited to) adoption, speculation, technology, security, and regulation, and use of digital assets for gambling purposes further amplifies the aforementioned risks. You understand the risks inherent in using an application like Ponzi Express and understand the reasonably high likelihood of losing any and all assets which you have supplied to the Protocol. You acknowledge and accept that the cost and speed of transacting with cryptographic and blockchain-based systems such as Ethereum and other distributed ledgers systems are variable and may increase dramatically at any time. You further acknowledge and accept the risk that your digital assets may lose some or all of their value while they are supplied to the Protocol, you may suffer loss in the course of using the Protocol and/or Interface due to, but not limited to, vulnerabilities in the Interface; smart contract vulnerabilities; exploits, hacks, bugs and failures with the Interface and Protocol (for example, with the liquidity protection, bot protection or staking mechanisms). You further acknowledge and accept that We do not have the ability to control who launches a token through the Protocol, as the Protocol is made up of peer to peer open source software, and tokens launched through the Platform lack any intrinsic value and are not vetted by us, and may fail to be supported or developed throughout the lifespan thereof, and your purchase of any token through the Interface and/or Protocol is entirely at your own risk. You further acknowledge that we are not responsible for any of these variables or risks, do not own or control the Protocol, and cannot be held liable for any resulting losses that you experience while accessing, using or attempting to use the Interface and/or Protocol. Accordingly, you understand and agree to assume full responsibility for all of the risks of accessing, using and attempting to use the Interface to interact with the Protocol.

You understand that there are also regulatory risks and uncertainties, as the legal status of digital tokens and decentralized platforms is evolving and may vary by jurisdiction, potentially resulting in restrictions, penalties or seizure of assets; market liquidity risks, where low liquidity can lead to substantial slippage or inability to exit positions at desired prices; governance risks, where decisions made by the decentralized governance of the Protocol may negatively impact your assets; and dependency risks, as the Protocol may rely on third-party services, oracles or infrastructure which, if compromised or discontinued, could result in service disruption or loss of assets. Furthermore, risks associated with phishing attacks, malicious airdrops, or front-running attacks, as well as mismanagement or malicious behavior by token project teams or developers utilising the launchpad to launch their tokens, can lead to a total loss of asset or value. Lastly, delays or failures in the launch of new token projects may also result in reputational damage or financial loss.

Third-Party Resources and Promotions.
The Interface may contain references or links to third-party resources, including (but not limited to) information, materials, products, or services, that we do not own or control. In addition, third parties may offer promotions related to your access and use of the Interface and/or Protocol. We do not endorse or assume any responsibility for any such resources or promotions. If you access any such resources or participate in any such promotions, you do so at your own risk, and you understand that this Agreement does not apply to your dealings or relationships with any third parties. You expressly relieve us of any and all liability arising from your use of any such resources or participation in any such promotions.

Release of Claims.
You expressly agree that you assume all risks in connection with your access and use of the Interface and your access and use of the Protocol. You further expressly waive and release us from any and all liability, claims, causes of action, or damages arising from or in any way relating to your use of the Interface and/or Protocol.

Indemnity.
You agree to hold harmless, release, defend, and indemnify us and our officers, directors, employees, contractors, agents, affiliates, and subsidiaries from and against all claims, damages, obligations, losses, liabilities, costs, and expenses arising from: (a) your access and use of (or inability to use) the Interface and/or Protocol; (b) your violation of any term or condition of this Agreement, the right of any third party, or any other applicable law, rule, or regulation; and (c) any other party's access and use of the Interface and/or Protocol with your assistance or using any device or account that you own or control.

Limitation of Liability.
Under no circumstances shall we or any of our officers, directors, employees, contractors, agents, affiliates, or subsidiaries be liable to you for any indirect, punitive, incidental, special, consequential, or exemplary damages, including (but not limited to) damages for loss of profits, goodwill, use, data, or other tangible and intangible property, arising out of or relating to any access or use (or lack thereof) of the Interface and/or Protocol, nor will we be responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access or use of the Interface or the information contained within it or of the Protocol. We assume no liability or responsibility for any: (a) errors, mistakes, or inaccuracies of content; (b) personal injury or property damage, of any nature whatsoever, resulting from any access or use of (or inability to use) the Interface and/or Protocol; (c) unauthorized access or use of any secure server or database in our control, or the use of any information or data stored therein; (d) interruption or cessation of function related to the Interface and/or Protocol; (e) bugs, viruses, trojan horses, or the like that may be transmitted to or through the Interface; (f) errors or omissions in, or loss or damage incurred as a result of the use of, any content or interaction made available or conducted through the Interface and/or Protocol; (g) any inaccuracies, inconsistencies, non fitness for purpose, viability, issues, or content relating to tokens launched through the Protocol and which may be displayed on the Interface; and (h) the defamatory, offensive, or illegal conduct of any third party, including with regards to token launches. Under no circumstances shall we or any of our officers, directors, employees, contractors, agents, affiliates, or subsidiaries be liable to you for any claims, proceedings, liabilities, obligations, damages, losses, or costs in an amount exceeding the amount you paid to us in exchange for access to and use of the Interface, or USD$100.00, whichever is greater.

This limitation of liability applies regardless of whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, and even if we have been advised of the possibility of such liability. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of certain liabilities and damages. Accordingly, some of the disclaimers and limitations set forth in this Agreement may not apply to you. This limitation of liability shall apply to the fullest extent permitted by law.

Interface Complaints Procedure and Dispute Resolution.

If you have any questions about the Interface, or in the event that you have any complaint or dispute regarding the Interface, you should in the first instance, email us at [email]. We will try to resolve your case.

Any dispute arising out of or in connection with this Agreement (“Dispute”), including questions regarding its existence, validity, or termination, or any other dispute arising out of the use of the Protocol and/or Interface shall initially be negotiated between the Parties in good faith a remedy to the specified breach and subsequently through a process of mediation, with the dispute being referred to a mediator nominated by the Company.

Class Action and Jury Trial Waiver.
You must bring any and all Disputes against us in your individual capacity and not as a plaintiff in or member of any purported class action, collective action, private attorney general action, or other representative proceeding. This provision applies to class arbitration. You and we both agree to waive the right to demand a trial by jury.

Governing Law.
This Agreement shall be governed by and construed in accordance with the laws in force in England. You unconditionally submit to the exclusive jurisdiction of the courts of England. Non-contractual obligations, (if any) arising out of or in connection with this Agreement (including its formation) shall also be governed by the laws of England.

Severability.

Should any of the clauses within this Agreement be unenforceable or invalid, the clause running afoul shall be reasonably interpreted to fulfill the intent and purpose of the original provision. In the event interpretation is not possible, the provision shall be severed from this Agreement, leaving any and all other clauses within the Agreement whole and less the severed clause, in full force and effect.

Entire Agreement.
These terms constitute the entire agreement between you and us with respect to the subject matter hereof and in addition to the (1) Ponzi Express Protocol Disclaimer and (2) Ponzi Express Privacy Policy sets out all terms of the relationship. Insofar as there are any inconsistencies between the foregoing and thai Agreement, this Agreement shall take precedence to the extent necessary to correct the deficiency. This Agreement supersedes any and all prior or contemporaneous written and oral agreements, communications and other understandings (if any) relating to the subject matter of the terms, which for the avoidance of doubt, includes rights due, rights waived, obligations owed and obligations waived between you and us.