Published February 2019
Last updated on 13 February 2018.
These Terms and Conditions (the “Agreement”) contain the terms and conditions that govern the use of the Poseidon platform and website.
The Agreement governs the relationship between you or the entity that you represent (the “Participant”, “you” and ”your”) and Poseidon Operations Ltd, registered under the laws of Malta, with registration number C86675and having its registered address situated at Level G, (Office 1/1052), Quantum House, 75, Abate Rigord Street, Ta’ Xbiex XBX 1120, Malta, together with its partners and affiliates ( “Poseidon”, “us”, and “our”).
You and Poseidon are hereinafter referred to, individually as a “Party,” and collectively as the “Parties.”
1.1 Account – online account created by the Participant on the Platform and/or Website;
1.2 Blockchain – a type of DLT, comprised of unchangeable, digitally recorded, data in packages called blocks;
1.3 Distributed Ledger or DLT– means a database system in which information is recorded, consensually shared, and synchronised across a network of multiple nodes;
1.4 Platform - the “Poseidon Platform” operated by Poseidon;
1.5 Poseidon Foundation– is a non-profit foundation registered under the laws of Malta bearing certificate of registration number LPF-274 and with its registered address located at Ewropa Business Centre, Level three (3), Suite seven hundred and one (701), Triq Dun Karm, Birkirkara,which is a 100% owner of Poseidon Operations Ltd;
1.6 Services – any services provided by Poseidon and/or its affiliates, including the services available to registered Participants on the Platform and/or Website;
1.7 Stellar Blockchain – the open Blockchain platform chosen to power the Platform;
1.8 Website – https://poseidon.eco;
2. Purpose of Poseidon
2.1 The Poseidon Foundation is a non-profit foundation registered in Malta that empowers everyone to offset their carbon footprint using a novel Blockchain Platform. This Platform revolutionizes the way carbon markets operate by providing a transparent and traceable way to transact as little as a gram of carbon credit in, amongst other applications, the retail sector at the point of sale.
2.2 Poseidon, 100% owned by the Poseidon Foundation, is operating a platform and website.
2.3 The objective of the Poseidon Foundation is to develop, promote, assist, execute or carry out projects, programs, initiatives or activities, which support or contribute to promoting, widening and disseminating the knowledge about the international threat of climate change. The Poseidon Foundation implements its objective through Poseidon which utilizes the Platform that integrates carbon credits into everyday life, enabling the transparent accountability for one’s carbon footprints with every purchase.
3. Acceptance of the Agreement
3.1 This Agreement comes into effect at the moment you use the Platform and/or register on the Website.
3.2 This Agreement constitute a legally binding Agreement between you and Poseidon and governs your use of the Platform and/or Website. Please read this Agreement carefully.
3.3 Poseidon reserves the right to make changes to this Agreement at any time without notice. Any such changes will become effective upon the posting of the revised Agreement on the Website and you are solely responsible for reviewing any such notice and the corresponding changes to the Agreement. Your continued use of the Platform and/or Website and/or the Services following any such revisions to the Agreement will constitute your acceptance of such changes.
3.4 Poseidon shall have the right to change or remove the Platform and/or Website (temporarily or permanently) at any time without indicating the reasons to such changes or removal and you confirm that Poseidon shall not be liable to you for any such change or removal.
3.5 Use of the Platform and/or Website and/or the Services is limited to parties that are 18 years of age or older and can lawfully enter into and form contracts under applicable law.
4. Your Account
4.1 In order for you to be able to start using the Platform and/or Website, you must first register with Poseidon and open an account (“Account”). Poseidon will provide you with a unique login ID and password. Poseidon is entitled to refuse to register you without indicating any reasons.
4.2 You agree that all information that you give us, such as, but not limited to, valid identification, address and email, during the term of validity of this Agreement is complete, true, correct and that you will immediately notify Poseidon of changes to such information or change such details by yourself on the Platform and/or Website.
4.3 Poseidon reserves the right to suspend the usage of the Account until your identity is completely verified.
4.4 It is your sole and exclusive responsibility to ensure that your login details are kept securely. You must not disclose your login details to anyone as this would constitute a breach of this Agreement. We recommend that you never share or disclose your Account information with anyone. You should create a complex and secure password, change your password from time to time and always log out when you are finished from using the Account. We shall not be responsible for any abuse or misuse of your Account by third parties due to your disclosure, whether intentional or accidental, active or passive, of your login details to any third party.
4.5 You shall not use the Platform and/or Website for any purpose that is unlawful or prohibited by this Agreement and legal requirements. Your registration implies your confirmation and a guarantee that by using the Platform and/or Website, you will act honestly and in such a way that it would meet the interests of both you and Poseidon. Poseidon reserves the right to refuse or close an Account without prior notice if the use of the Platform and/or Website is unlawful or unacceptable.
5. Liability and indemnification
5.1 To the fullest extent permitted by applicable law, you hereby waive and disclaim any right or cause of action against Poseidon in any jurisdiction that would give rise to any damages. Poseidon shall not be liable to you for any type of damages, even if and notwithstanding the extent that Poseidon has been advised of the possibility of such damages. You agree not to seek any refund, compensation or reimbursement from Poseidon, regardless of the reason and regardless of whether the reason is identified in this Agreement.
5.2 In no circumstances will the aggregate liability of Poseidon, whether in contract, warrant, tort or otherwise, for damages to you under this Agreement.
5.3 You understand and agree that Poseidon shall not be liable and you shall be responsible for all liability in connection with any force majeure event, including acts of God, labor disputes or other industrial disturbances, electrical, telecommunications, hardware, software or other utility failures, software bugs or weaknesses, earthquakes, storms or other nature-related events, blockages, embargoes, riots, acts or orders of government, acts of terrorism or war, technological change, changes in interests rates or other monetary conditions, and, for the avoidance of doubt, changes to any Blockchain-related protocol.
5.4 To the fullest extent permitted by applicable law, you release Poseidon from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between you and the acts of omissions of third parties.
5.5 To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless and reimburse Poseidon from and against any and all actions, proceedings, claims, damages, demands and actions (including without limitation fees and expenses of counsel), incurred by Poseidon arising from or relating to:
5.5.1 your responsibilities or obligations under this Agreement;
5.5.2 your breach of or violation of this Agreement;
5.5.3 any inaccuracy in any representation or warranty by you;
5.5.4 your violation of any rights of any other person or entity; and/or;
5.5.5 any act or omission committed by you, that is negligent, unlawful or constitutes willful misconduct.
5.6 Poseidon reserves the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under this Section. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Poseidon.
6.1 You are responsible for maintaining the confidentiality and security of your Account ID and password and accept responsibility for all activities that occur under your Account or password. You must notify Poseidon immediately in the event that the security of your login or password has been breached or compromised.
6.2 You are also responsible for maintaining adequate security and control of any and all identification numbers, or any other codes that you use to access the Platform and/or Website.
6.3 You agree not to hold Poseidon liable for any loss arising out of, or in any way connected to, your failure to properly secure and keep private your Account information, email address, any password and any other identification numbers/codes used in connection with the Platform and/or Website.
6.4 Poseidon shall not bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses, spyware, scareware, Trojan horses, worms or other malware that may affect your computer or other equipment, or any phishing, spoofing or other attack.
6.5 Poseidon does not guarantee the confidentiality or privacy of any communication or information transmitted on the Platform and/or Website or any site linked to the Platform and/or Website. Poseidon will not be liable for the privacy or security of information, e-mail addresses, registration and identification information, disk space, communications, confidential or proprietary information, or any other content transmitted over networks accessed by the site, or otherwise connected with your use of the Platform and/or Website.
7.1 You understand and acknowledge that you must provide your personal data in order to be able to register and make use of our Platform and/or Website.
7.2 Your personal data that you provide will be used to execute this Agreement.
7.3 You confirm that you have entered correct data about yourself in every required form and that going forward, when changing or adding any data on the Platform and/or Website, you will enter only correct data. You shall bear any losses that occur regarding the submission of invalid/incorrect data.
8. No other rights created
8.1 The use of the Platform and/or Website does not provide you with any ownership or other interest in Poseidon.
8.2 Poseidon and the Poseidon Foundation retain all rights to titles and interests in all of their intellectual property, including, without limitation, inventions, ideas, concepts, code, discoveries, processes, marks, methods, software, compositions, formulae, techniques, information and data, whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyright or patents based thereon. You may not use any of Poseidon’s and the Poseidon Foundation’s intellectual property for any reason without Poseidon’s and the Poseidon Foundation’s prior written consent, respectively.
9. Your representations and warranties
9.1 By using the Platform and/or Website, you covenant, represent and warrant to Poseidon that you have all the requisite power and authority to execute and deliver this Agreement and to carry out and perform the obligations under this Agreement. Accordingly, if you are an individual, you shall represent and warrant that you are at least 18 years old and of sufficient legal age and capacity to use the Platform and/or Website. If you are a legal person, you shall represent and warrant that you are duly organized, validly existing and in good standing under the laws of your domiciliary jurisdiction, and every other jurisdiction where you conduct your business.
9.2 The execution, delivery and performance of this Agreement will not result in any violation of, be in conflict with, or constitute a material default under, with or without the passage of time or the giving of notice:
9.2.1 any provision of your organizational documents, if applicable;
9.2.2 any provision of any judgement, decree or order, by which you are bound of or by which any of your assets are subject to;
9.2.3 any material agreement, obligation, duty or commitment to which you are a party of and by which you are bound to; or
9.2.4 any laws, regulations or rules applicable to you.
9.3 The execution and delivery of, and performance under this Agreement requires no approval or other action from any governmental authority or person other than you.
9.4 You represent and warrant that you are legally permitted to use the Platform and/or Website.
9.5 You attest that you are not a criminal, are not associated with any criminal activity, and that you do not finance, engage in, or otherwise support any unlawful activities.
10. Termination of agreement
10.1 The term of this Agreement is for a period of time when you successfully register on the Platform and/or Website until this Agreement is terminated for whatever reason.
10.2 At any time and for any reason in its sole discretion, Poseidon may terminate this Agreement, your access to the Platform and/or Website, your Account and may halt any pending transactions without giving notice to you. Poseidon shall have no liability or obligation for the termination of this Agreement.
10.3 Termination of the Agreement shall not affect any of the rights or remedies that Poseidon may have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.
11. Dispute Resolution, Applicable law and Jurisdiction
11.1 You and Poseidon shall cooperate in good faith to resolve any dispute, controversy or claim (including non-contractual disputes or claims) arising out of, relating to or in connection with this Agreement, including with respect to the formation, applicability, breach, termination, validity or enforceability thereof. If the Parties are unable to resolve a dispute within ninety (90) days of notice of such dispute being received by all Parties, such dispute shall be finally settled by Binding Arbitration as defined in Section 11.2.
11.2 Each Party irrevocably agrees that any dispute not resolved within ninety (90) days as set forth in Section 11.1 shall be finally settled by arbitration in accordance with Part V (International Arbitration) of the Malta Arbitration Act and the Arbitration Rules of the Malta Arbitration Centre as at present in force, which shall be deemed to be incorporated by reference into this Agreement. The number of arbitrators shall be one. The place of arbitration shall be Malta. The language to be used in the arbitral proceedings shall be English. The governing law of the Agreement shall be as set forth in Section 11.4 herein. The arbitration award shall be final and binding on the Parties. The Parties undertake to carry out any award without delay and waive their right to any form of recourse insofar as such waiver can validly be made. Judgement upon the award may be entered by any court having jurisdiction thereof and having jurisdiction over the relevant Party or its assets. Poseidon and you will each pay the respective attorneys’ fees and expenses.
11.3 Any dispute arising out of or related to this Agreement is personal to you and Poseidon and shall not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempt to resolve a dispute as a representative of another individual or group of individuals. Furthermore, a dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
11.4 This Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the Laws of Malta, without giving effect to its principles or rules of conflict of laws, to the extent such principles or rules are not mandatorily applicable by statute and would permit or require the application of the laws of another jurisdiction.
12. Miscellaneous provisions
12.1 You shall not assign this Agreement without the prior written consent of Poseidon. Any assignment or transfer in violation of this Section will be void. Poseidon may assign this Agreement to an affiliate. Subject to the foregoing, this Agreement, and the rights and obligations of the Parties, will be binding upon and inure to the benefit of their respective successors, assignees, heirs, executors, administrators and legal representatives.
12.2 This Agreement and the materials incorporated herein by reference constitute the entire agreement between the Parties and supersedes all prior or contemporaneous agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof, including, without limitation, any public or other statements or presentations made by Poseidon about the Platform and/or Website.
12.3 If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, inoperative or unenforceable for any reason, the provision shall be modified to make it valid and, to the extent possible, effectuate the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible, and the validity and enforceability of the other provisions of the Agreement will not be affected.
12.4 Poseidon may change, amend, delete or add to this Agreement or any of the terms and conditions contained in any policies or rules governing the Website, Fundraiser and Platform at any time and at its sole discretion. Any such modified terms will become effective upon the posting of the revised terms or such policies and rules to the Agreement. It is your responsibility to check the Website regularly for modifications to this Agreement. Your continued participation in the Fundraiser and use of the OCEAN Tokens, the Website, the Platform, and of any other service provided by Poseidon will constitute acceptance of such changes.