Legal

Updated 9/22/2022; 11/15/22

TERMS OF USE

FOR

CRYPTOSWARM AI SERVICE

The CryptoSwarm Sessions and CryptoSwarm Reports described below are part of an informational service provided by Cryptonimous LLC that aims to amplify the knowledge, wisdom, and insights of human forecasters through the use of the Swarm® software platform licensed from Unanimous AI. NFT Holders are eligible to participate in CryptoSwarm Sessions and receive CryptoSwarm Reports subject to the terms and conditions described below.

1. Definitions. 

“Affiliate” means any entity that controls or is controlled by, or is under common control of Cryptonimous LLC, including but not limited to Unanimous A.I., Inc. (“Unanimous AI”).

“CryptoSwarm Session(s)” means Swarm Session(s) that NFT Holders are eligible to participate in and are focused on cryptocurrency-related topics.

“CryptoSwarm Reports” means reports prepared by us and/or our Affiliates related to the outcome and/or analysis of CryptoSwarm Sessions.

“NFT Holder” an individual who owns a unique CryptoSwarm non-fungible token created and sold by Genius Collective LLC (“CryptoSwarm NFT”), which entitles such owner to participate in CryptoSwarm Sessions and, subject to the terms and conditions herein, receive CryptoSwarm Reports.

“Swarm Session” means a proprietary method of connecting people online in real-time systems on the Swarm.ai website.

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1. ​

2. Generally.  Use of the CryptoSwarm-related services are subject to this Terms of Use (the “Agreement”) between Cryptonimous LLC (“Cryptonimous”, “we”, “our”, “us”) and you, as an NFT Holder. This Agreement sets forth the terms of use related to CryptoSwarm Sessions, CryptoSwarm Reports, and how NFT Holders may participate in CryptoSwarm Sessions and access the CryptoSwarm Reports (collectively, the “Service”).  This Agreement is a legal contract between you and us. You acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement. If you do not agree to this Agreement, you may not use the Service. This Agreement together with the Swarm.ai terms of use (which applies to the Swarm.ai site) is the entire agreement between you and us concerning the Service and supersedes all prior or contemporaneous agreements between you and us. We may modify Swarm.ai terms of use at any time without notice.  Participation in CryptoSwarm Sessions requires that you accept this Agreement.

3. Data Protection. We take data protection seriously.  Please see the Swarm.ai privacy policy (the “Privacy Policy”) at  https://cryptonimous.swarm.ai/policies/privacy  for information on how we may use or share your data.

4. Access, Term and Scope.

   1. Being an NFT Holder and having it in your wallet gives you access to participate in CryptoSwarm Sessions. Currently, you may be required to use a Chrome browser and have your NFT held in a MetaMask wallet in order to authenticate when accessing sessions. Other browsers and wallets may be approved from time to time.

   2. At the discretion of Cryptonimous, participants in CryptoSwarm Sessions may win prizes based on forecasting performance in prediction surveys and CryptoSwarm Sessions. The rules for such forecasting-based competitions will be posted on the CryptoSwarm.ai website which may be updated from time to time.   

   3. Being an NFT Holder and having it in your wallet gives you access to CryptoSwarm Reports subject to participation requirements. You may be required to use a Chrome browser and have your NFT held in a MetaMask wallet in order to authenticate when accessing these reports.

   4. If you participate in a CryptoSwarm Session, you agree to hold the information disclosed during the CryptoSwarm Session as confidential. Sharing your wallet with one or more third parties thereby allowing them to access CryptoSwarm Reports or Summary Reports is a breach of such confidentiality obligations and a violation of this Agreement.

   5. We have the right to discontinue the Service upon formal written notice (a “Termination Notice”). The Termination Notice will be posted on the CryptoSwarm site by authorized personnel.  If we terminate the Service during the first year after the initial CryptoSwarm NFT is minted (initial mint date: 10/14/22), we will refund a prorated portion (based on how many complete months the Service was not provided) of the mint price (in USD at the time of the mint) to the NFT Holders at the time such Termination Notice takes effect.

   6. NFT Holders are expected to behave appropriately in CryptoSwarm Sessions and the related chats.

   7. Session moderators have the right to eject an NFT Holder from a CryptoSwarm Session.  If you are ejected more than once, you could be, at our sole discretion, banned from future participation.

   8. If you breach the confidentiality obligation you have agreed to hereunder, you could lose the right to participate in future CryptoSwarm Sessions and lose the right to receive or access the CryptoSwarm Reports and Summary Reports.

   9. Participating in a CryptoSwarm Session requires using a desktop or laptop computer running up to date standards-compliant browser (e.g., Chrome) with a high-speed and stable Internet connection.

   10. Without advance notice and at any time, we may, for violations of this Agreement or for any other legitimate reason: (1) suspend your access to the Service, (2) suspend or terminate Your Account, and/or (3) remove any of your User Content from the Service.

   11. You may not use the Service to break the law, violate an individual's privacy, or infringe any person or entity’s intellectual property or any other proprietary rights.

   12. We are not responsible for any decisions you make based on something you see or participate in on our Service.  You agree that you must evaluate, and bear all risks associated with the use of our Service, including, without limitation, any reliance on the accuracy, completeness or usefulness of any information on our Service.  We do not provide financial or investing advice.  We do not advise you to gamble based on information you see on our Service.  You may not use our Service to gamble in jurisdictions where it is illegal.  Neither Cryptonimous nor its contributors and licensors is responsible or liable for any information you see on our Service or how you use such information.

   13. The Service is not intended to be a marketplace for any goods or services. However, you may find commercial links, coupons, deals and other third-party offers on the Service. In addition, Cryptonimous may have affiliate relationships with certain of these third parties and may receive compensation for any purchase made from them. Cryptonimous is not a party to, nor in any way responsible for, any transactions you have with these third parties, even if Cryptonimous has an affiliate relationship with such parties. For this reason, any transactions you undertake are your responsibility alone.

   14. The CryptoSwarm Sessions, CryptoSwarm Reports, and Summary Reports are for general informational and entertainment purposes only and are not intended to constitute legal, accounting, tax or investment advice. The CryptoSwarm Sessions,  CryptoSwarm Reports, and Summary Reports are not and should not be construed as advice, an endorsement, or a recommendation concerning cryptocurrencies or other assets. You should not rely on the information contained in CryptoSwarm Sessions,  CryptoSwarm Reports or Summary Reports in making investment decisions or to follow a particular investment strategy.

   15. Notwithstanding anything to the contrary, we make no warranty with respect to the accuracy of any predictions or assessments made in CryptoSwarm Sessions, the CryptoSwarm Reports, and/or Summary Reports, which are provided “AS IS.” No representation, warranty or undertaking, stated or implied, is given as to the accuracy of the information contained therein. We expressly disclaim any liability for the accuracy and completeness of information contained in the CryptoSwarm Reports and Summary Reports.  

   16. The CryptoSwarm Sessions, CryptoSwarm Reports, and Summary Reports are for general informational and entertainment purposes. We do not guarantee any specific outcome or profit. Past performance is not indicative of future results. You should be aware of the real risk of loss in following any strategy or investment in cryptocurrencies. Investors may get back less than invested. CryptoSwarm Sessions, CryptoSwarm Reports, and Summary Reports do not take into account your particular investment objectives, financial situation or needs and are not intended as recommendations appropriate for you. You alone are responsible for evaluating the merits and risks of investing in cryptocurrencies and other assets, and you must make an independent decision regarding investments or strategies. Before investing, you should consider whether it is suitable for your particular circumstances and strongly consider seeking advice from your own financial or investment adviser.

   17. You may not use the Service to conduct transactions for any illegal goods or services.

   18. If you provide us with any information or materials that relates to our products or business, such as suggested changes or modifications to the Service (“Feedback”), we are free to use that Feedback for our own business purposes in any manner we choose.

   19. We may skip CryptoSwarm Sessions, CryptoSwarm Reports, and Summary Reports on holidays and/or due to internet outages or other service disruptions.  If CryptoSwarm Sessions are skipped, we will adjust the Minimum Participation Frequency (as such term is defined below) accordingly to accommodate NFT Holders.

   20. With prior written notice on the CryptoSwarm website, we may from time to time in our sole discretion increase or decrease the number and/or frequency of CryptoSwarm Sessions performed (for example, to reflect changes in CryptoSwarm attendance, changes in the cryptocurrency markets, or other reasons) temporarily. In such cases, the number of CryptoSwarm Reports and Summary Reports delivered will be adjusted accordingly. If the CryptoSwarm Session frequency is changed, we will adjust the Minimum Participation Frequency accordingly to accommodate NFT Holders.

   21. NFT Holders who participate in a CryptoSwarm Session and whose performance is in the top 50% of participants in that CryptoSwarm Session (as determined solely by Cryptonimous) will be awarded one (1) performance point that is added to a tally of performance points permanently associated with their unique NFT by its ID number.  NFT Holders who participate in a CryptoSwarm Session and whose performance is in the top 25% of participants in that CryptoSwarm Session (as determined solely by Cryptonimous) will be awarded a total of two (2) performance points that are added to a tally of performance points permanently associated with their unique NFT by its ID number. NFT Holders who participate in a CryptoSwarm Session and whose performance is in the top 10% of participants in that CryptoSwarm Session (as determined solely by Cryptonimous) will be awarded a total of three (3) performance points that are added to a tally of performance points permanently associated with their unique NFT by its ID number. 

   22. As described in 4.2 above, participants in CryptoSwarm Sessions may win prizes and benefits based on forecasting performance in prediction surveys and CryptoSwarm Sessions. The magnitude of said prizes and benefits may be increased based on the level of accrued performance points associated with the unique NFT that is used to authenticate participation in said CryptoSwarm Sessions. The details for such increase will be posted on the CryptoSwarm.ai website which may be updated from time to time.

   23. CryptoSwarm Sessions are live online events that have limited capacity. If more NFT holders attempt to access a session than the maximum capacity allows, some NFT holders may not be able to access that session. Each unique NFT has a unique session priority parameter associated with it indicating Monday, Wednesday, Friday, or Any Day. NFT holders with matching Session Priority for an oversubscribed CryptoSwarm Session may have preferred access as described on the CryptoSwarm.ai website.    

5. Your Account.

   1. To participate in our Service, you may be asked to create an account that includes one or more of the following: a username, a wallet identification code, and/or password ("Your Account").  This may require using the Chrome browser and storing your CryptoSwarm NFT in a MetaMask wallet. 

   2. You are solely responsible for the information you provide for Your Account.

   3. You may not license, transfer, sell, or assign Your Account without our written approval.  For purposes of clarification, while you cannot transfer Your Account you are permitted to sell and/or transfer your CryptoSwarm NFT to another individual.

6. Swarm.ai Content; CryptoSwarm Reports.

   1. To receive or access CryptoSwarm Reports, an NFT Holder must abide by the terms of this Agreement and, other than Gold and Platinum Members, must have participated in at least one of the last three CryptoSwarm Sessions (“Minimum Participation Frequency”). In addition, at Cryptonimous’ sole discretion, Cryptonimous may in the future choose to make a one page summary of each CryptoSwarm Report available to a wider group of NFT holders (“Summary Reports”).

   2. NFT Holders of multiple CryptoSwarm NFTs (defined as more than one held in the same authenticated wallet) are provided additional rights to CryptoSwarm Reports as follows:

      1. NFT Holders of three (3) or more CryptoSwarm NFTs are considered “Gold Members” and may access CryptoSwarm Reports without needing to meet the Minimum Participation Frequency; and 

      2. NFT Holders of ten (10) or more CryptoSwarm NFTs are considered “Platinum Members” and (i) may access CryptoSwarm Reports without needing to meet the Minimum Participation Frequency and (ii) may suggest one question to be asked during a CryptoSwarm Session per calendar month. Suggested questions must be deemed appropriate and on-topic by Cryptonimous representatives.

   3. If a CryptoSwarm Session is already full when you log in, you could be prevented from participation. However, we will make reasonable commercial efforts to ensure that each NFT Holder who wants to participate is able to do so. If you are unable to participate in a session because the CryptoSwarm Session has reached maximum occupancy, we may adjust the Minimum Participation Frequency to accommodate NFT Holders.

   4. Both Summary Reports and CryptoSwarm Reports are confidential, and no part of a Summary Report or CryptoSwarm Report may be shared with anyone. CryptoSwarm Reports and Summary Reports may be watermarked to identify the source of confidentiality breaches. Breach of confidentiality is grounds to lose right to participate in CryptoSwarm Sessions and/or the right to access the CryptoSwarm Reports and Summary Reports.

   5. The Service may contain graphics, text, photographs, images, video, audio, software, code, website compilation and website "look and feel" supplied by us and/or our licensors, which we call "CryptoSwarm Content." CryptoSwarm Content is protected by intellectual property laws including copyright and other proprietary rights of the United States and foreign countries.  No right, title or interest in or to the CryptoSwarm Content or any content on the website is transferred to you, and all rights not expressly granted are reserved by us and our Affiliates.

   6. We grant you the right to access the CryptoSwarm Content in the manner described in this Agreement. You may not otherwise make unauthorized commercial use of, reproduce, prepare derivative works, distribute copies, perform, or publicly display CryptoSwarm Content, except as permitted by the doctrine of fair use or as authorized in advance in writing by us.

7. Your Content.

   1. You retain the rights to your copyrighted content or information that you submit to the Service ("User Content") except as described below. User Content includes any content that has to do with your interaction with the Service, including for example how you behave as a CryptoSwarm Session participant.  You acknowledge and agree that User Content may become publicly accessible. 

   2. Except as otherwise agreed in a signed writing, by submitting User Content to the Service, you grant us a royalty-free, perpetual, irrevocable, non-exclusive, unrestricted, worldwide license to reproduce, prepare derivative works, distribute copies, perform, or publicly display your User Content in any medium and for any purpose, including commercial purposes, and to authorize others to do so.

   3. You warrant and represent that you have the right to submit any content you post, and that your User Content does not violate the copyright, trademark, trade secret or any other personal or proprietary right of any other party.

   4. For purposes of clarification, your retained rights described here only relate to your User Content, and not to the results of any use of the Service, such as the results of a CryptoSwarm Session, which are exclusively owned by us.  Except as otherwise agreed in a signed writing, you are expressly prohibited from the distribution or sale of any results of a CryptoSwarm Session, the CryptoSwarm Reports, the Summary Reports, or of any other results of the Service.

8. Content Policy.

   1. We take no responsibility for, we do not expressly or implicitly endorse, and we do not assume any liability for any User Content submitted by you in CryptoSwarm Sessions and related chats.  Nor do we assume any liability for any User Content submitted by other users in CryptoSwarm Sessions and related chats.  This content might be humorous, juvenile, serious, offensive, or some combination of the above.  Content may not be posted on the Swarm.ai site if it is illegal; is pornography; encourages or incites violence; threatens, harasses or bullies others or encourages such behavior; is personally identifiable or confidential information; impersonates someone in a misleading fashion; or is spam. 

   2. Content displayed on the Service may include third-party links posted by users. We are not responsible for the content or actions of any third party websites or services associated with posted links. You agree to take sole legal responsibility for any links you post, and neither this Agreement nor the Privacy Policy applies to any content on other websites related to those links. You should consult the terms and privacy policies of those other websites to understand your rights.

   3. We also prohibit engaging in manipulation of the processing or activity of Swarm Sessions; doing anything that interferes with others’ normal use of the Service; and/or creating multiple accounts to evade our policies and restrictions.

   4. We may enforce this Agreement utilizing any legal means including, without limitation, removing content; temporary or permanent suspension of accounts; blocking access to CryptoSwarm Reports and Summary Reports; and/or adding restrictions to accounts.

   5. You are prohibited from posting or transmitting any virus, worm, Trojan horse, spyware or other computer code, file, or program that is harmful or invasive or may or is intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment.

   6. You may not obstruct any user's actions to delete or edit their content on the Service.

9. Security.

   1. You agree not to interrupt the serving of the Service, introduce malicious code onto the Service, make it difficult for anyone else to use the Service or the Service’s systems, attempt to manipulate Swarm Session processes, the behavior of other users or the Service’s systems, or assist anyone in misusing the Service in any way.

   2. You agree to report and not exploit security vulnerabilities of which you become aware. To report a security issue, please send an email to support@cryptonimous.ai.

10. Children and the Service.  The Service is not directed at people under the age of 16, and the Service does not knowingly collect any personal information from such people.

11. Indemnification, Disclaimer of Warranties and Limitations on Liability.

    1. You agree to hold us, our Affiliates, and third-party service providers, and each associated director, employee, agent, and officer, harmless from and defend them against any claims, costs, damages, losses, expenses, and any other liabilities, including attorneys’ fees and costs, arising out of or related to your access to or use of the Service, your violation of this Agreement, and/or your violation of the rights of any third party or person.

    2. The Service is provided “as is” and without warranty of any kind. To the maximum extent permitted by law, we and our Affiliates and third party service providers disclaim any and all warranties, express or implied, including (but not limited to) implied warranties of merchantability, fitness for a particular purpose, and non-infringement of proprietary rights, or any other warranty, condition, guarantee or representation, whether oral or electronic. You are solely responsible for any damage to your computer or mobile device, loss of use, or loss of your user content. We do not guarantee that the Service will always work properly.

    3. Neither we nor our Affiliates will be liable for any special, consequential, indirect, incidental, punitive, reliance, or exemplary damages, whether in tort, contract, or any other legal theory, arising out of or in any way connected with this Agreement or your use of or attempt to use the Service, including (but not limited to) damages for loss of profits, goodwill, use, or data. The maximum amount that Cryptonimous and its Affiliates may collectively be liable to you shall be One Thousand U.S. Dollars (US$1,000.00). This limitation on liability shall not be affected even if we have been advised of the possibility of such damages. Some states do not allow for the exclusion of implied warranties or the limitation or exclusion of liability for incidental or consequential damages, so the above exclusions may not apply to you. You may have other rights that vary from state to state.

    4. You agree to release us, our Affiliates, and third-party service providers, and each associated director, employee, agent, and officer, from claims, demands and damages (actual and consequential), of every kind and nature, known and unknown, disclosed or undisclosed, arising out of or in any way connected to your use of the Service.

12. Miscellaneous.

    1. If you have an issue or dispute, you agree to raise it and try to resolve it with us informally. You can contact us with feedback and concerns here or by emailing us at support@cryptonimous.ai.

    2. The headings in this Agreement are for convenience and do not control any of its provisions.

    3. Any claim or dispute between you and us arising out of or relating to this Agreement, in whole or in part, shall be governed by the laws of the State of Wyoming without respect to its conflict of laws provisions.

    4. If any provision of this Agreement is held invalid or unenforceable, that provision will be modified to the extent necessary to render it enforceable without losing its intent. If no such modification is possible, that provision will be severed from the rest of this Agreement.

    5. This Agreement does not, and shall not be construed to, create any partnership, joint venture, employer-employee, or agency relationship between you and us.  You may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent. 

    6. If we do not enforce any right or provision in this Agreement, that is not to be deemed a waiver of our right to do so in the future.