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Terms of Service

Last Updated: 07/01/2024

1. Introduction

These Terms of Service ("Terms") govern your use of the Agentcoin.org website.  By accessing or using Agentcoin.org ("the Service"), you agree that you have read, understood, and will comply with and be bound by these Terms.  You also affirm that you understand the risks associated with the use of cryptographic and blockchain-based systems and have a sound understanding of the use and complexities associated with digital assets.  If you do not agree with these terms, INCLUDING, WITHOUT LIMITATION, THE MANDATORY ARBITRATION PROVISION IN SECTION 3, then you are not authorized to access the website, nor are you authorized to use the Service.

2. Definitions

2.1 "Agentcoin," "we", "us", or "our" refers to the Polywrap Foundation, which is in the process of being renamed the Agent Commons Foundation.

2.2 "User", "you", or "your" refers to any individual or entity using the Service.  

2.3 "Content" refers to any data, text, graphics, images, software, or other materials submitted, uploaded, or otherwise made available through the Service.

2.4 “Parties” refers to Agentcoin and Users.

3. Dispute Resolution

PLEASE BE AWARE THAT SECTION 3 OF THIS AGREEMENT CONTAINS PROVISIONS GOVERNING HOW DISPUTES BETWEEN YOU AND POLYWRAP FOUNDATION WILL BE RESOLVED.  SECTION 3 REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION.  SECTION 3 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER.  PLEASE READ SECTION 3 CAREFULLY.  YOU AGREE THAT PUBLICATION OF THE AAA RULES ON THE AAA WEBSITE, LINKED FURTHER BELOW, IS SUFFICIENT NOTICE OF THOSE RULES, WHICH ARE BINDING UPON BOTH YOU AND POLYWRAP FOUNDATION, WITH LIMITED EXCEPTIONS. 

3.1 Informal Resolution.  If you have a complaint regarding Agentcoin.org or the Service, you agree to first contact Polywrap Foundation through our support team to attempt to resolve any such dispute amicably.  If we cannot resolve the dispute, you agree to use the Formal Complaint Process set forth below before filing any arbitration claim or small claims action.  You must complete the Formal Complaint Process before filing any arbitration or small claims action.  If you do not complete it, then you agree that your claim or action must be dismissed from arbitration or small claims court.  This is a mutual obligation, as Polywrap Foundation agrees to attempt to resolve any dispute with you amicably by contacting you at least forty-five (45) days before filing any action in any court.

3.2 Formal Complaint Process.  If the dispute is not resolved through informal resolution, you agree to use our complaint form to describe your dispute, how you would like us to resolve the complaint, and any other relevant information.  A Polywrap Foundation agent will review your complaint and respond within forty-five (45) business days.  The Formal Complaint Process is completed when Polywrap Foundation responds to your complaint or forty-five (45) business days after the date we receive your complaint, whichever occurs first. 

3.3 Arbitration.  You agree to resolve any disputes not settled through the Formal Complaint Process via binding arbitration as detailed below, except for small claims actions:

  1. Agreement to Binding, Exclusive Arbitration. Unless otherwise specified, all claims, disputes and controversies directly or indirectly arising out of or in connection with or directly or indirectly relating to this Agreement or any of the matters or transactions contemplated by this Agreement (including any claim seeking to invalidate, or alleging that, all or any part of this Agreement is unenforceable, void or voidable) (individually, a “Dispute” or collectively, “Disputes”) shall be finally settled by binding arbitration, rather than in court. The arbitrator, and not any federal, state or local court, agency or other Governmental Authority, shall have exclusive authority to resolve all Disputes.  The Parties hereby acknowledge, represent and warrant that they understand that: (a) there is no judge or jury in arbitration, and, absent this mandatory provision, the Parties would have the right to sue in court and have a jury trial concerning any Dispute; (b) in some instances, the costs of arbitration could exceed the costs of litigation; (c) the right to discovery may be more limited in arbitration than in court; and (d) court review of an arbitration award is limited. 
  1. Any dispute arising out of or relating to this contract, or the relationship between you and Polywrap Foundation, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the American Arbitration Association ("AAA") Consumer Arbitration Rules, which are available at http://www.adr.org or by calling the AAA at 1-800-778-7879.
  1. There shall be one arbitrator, which shall be selected by mutual agreement of the parties.  The seat, or legal place, of arbitration shall be Grand Cayman unless the parties otherwise mutually agree.  The arbitration shall be conducted in the English language.  Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
  1. Confidentiality of Arbitration.  Except to the extent necessary to enforce their respective rights under this Agreement or as otherwise required by applicable law, the Parties undertake to maintain confidentiality as to the existence and events of such arbitration proceedings in the event they may occur, and as to all related submissions, correspondence and evidence.   This provision shall survive the termination of any such arbitral proceedings.
  1. Class Action Waiver. 
  1. The Parties agree that any arbitration or other permitted action with respect to any Dispute shall be conducted in their individual capacities only and not as a class action or other representative action, and the Parties expressly waive their right to file a class action or seek relief on a class basis. EACH PARTY AGREES THAT SUCH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN SUCH PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
  1. If any court or arbitrator makes a final, binding and non-appealable determination that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void with respect to any Dispute that would thus be required to be resolved by arbitration on a class basis, and the Parties shall be deemed to have not agreed to arbitrate such Dispute. In the event that, as a result of the application of the immediately preceding sentence or otherwise, any Dispute is not subject to arbitration, the Parties hereby agree to submit to the personal and exclusive jurisdiction of and venue in the courts located in the Cayman Islands and to accept service of process by mail with respect to such Dispute, and hereby waive any and all jurisdictional and venue defenses otherwise available with respect to such Dispute.
  1. This agreement to arbitrate shall survive termination of this Agreement.

4. Acceptance of Terms

4.1 By accessing or using the Service, you agree to be bound by these Terms, our Privacy Policy, and all applicable laws and regulations.

4.2 If you are using the Service on behalf of an organization, you agree to these Terms on behalf of that organization and represent that you have the authority to bind the organization to these Terms.  

4.3 We reserve the right to amend or modify these Terms at any time by posting the revised agreement on the Agentcoin.org website.  The revised agreement shall be effective as of the time it is posted but will not apply retroactively.  Your continued use of the Service after the posting of a revised agreement constitutes your acceptance of such revised agreement.  If you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Service.  By using the Agentcoin.org platform, you agree that any amendments or modifications to these Terms will be binding upon you, regardless of whether Polywrap Foundation has provided you with notice of such changes via email or other means.  The posting of the current version of the Terms on the Agentcoin.org website constitutes sufficient notice of any amendments.  You acknowledge and agree that this provision, combined with the availability of the most up-to-date Terms on the platform, serves as actual notice of any changes to the Terms.  You hereby waive any right to claim that you did not receive notice of the amended terms.

5. Use of the Service

5.1 You must be at least 18 years old to use the Service.  By using the Service, you represent and warrant that you are of legal age to form a binding contract.

5.2 You agree to use the Service only for lawful purposes and in accordance with these Terms. You may not use the Service:

  1. In any way that violates any applicable laws or regulations, including, without limitation, any applicable sanctions laws and regulations, money laundering rules and regulations, copyright and trademark laws, rights of publicity or privacy, or any other proprietary right.
  1. To transmit any Content that is unlawful, harmful, threatening, abusive, harassing, defamatory, obscene, sexually explicit, indecent, fraudulent, deceptive, or otherwise objectionable or intended to incite, threaten, facilitate, promote, or encourage hate, racial intolerance, or violent acts against others.
  1. To transmit any viruses, malware, or other malicious code.
  1. To interfere with the security or integrity of the Service or any connected systems or networks, including, without limitation, in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Service, or that could damage, disable, overburden, or impair the functioning of the Service.
  1. To represent that Output was human-generated when it was not.
  1. To circumvent any content-filtering techniques, security measures or access controls on the Service, including, without limitation, through the use of a VPN.
  1. To use any robot, spider, crawler, scraper, or other automated means or interface not provided by us, to access the Service or to extract data, or introduce any malware, virus, Trojan horse, worm, logic bomb, drop-dead device, backdoor, shutdown mechanism or other harmful material into the Service.
  1. To provide false, inaccurate, or misleading information while using the Service.
  1. To use the Service from a jurisdiction that we have, in our sole discretion, determined is a jurisdiction where the use of the Service is prohibited.
  1. To harass, abuse, or harm another person or entity.
  1. To impersonate another user of the Service or otherwise misrepresent yourself.
  1. To encourage, induce or assist any third party in engaging in any of the activities prohibited under this Section or any other provision of these Terms.

5.3. By using the Service, you represent and warrant that: 

  1. You are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including, but not limited to, the lists maintained by the United Nations Security Council, the U.S. Government (i.e., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, the United Kingdom, or other applicable government authority.
  1. You are not located in any country subject to a comprehensive sanctions program implemented by the United States.

5.4. If you access or use the Service outside the United States, you are solely responsible for ensuring that your access and use of the Service in such country, territory or jurisdiction does not violate any applicable laws.  You must not use any software or networking techniques, including a Virtual Private Network (“VPN”) or The Onion Router (“TOR”), to modify your internet protocol address or otherwise circumvent or attempt to circumvent this prohibition.  We reserve the right, but have no obligation, to monitor where our Service is accessed from.  Furthermore, we reserve the right, at any time, in our sole discretion, to block access to the Service, in whole or in part, from any geographic location, IP addresses, and/or unique device identifiers, or to any user who we believe is in breach of these Terms.

6. Intellectual Property 

6.1 The Service and its Content, features, and functionality are owned by Polywrap Foundation, and are protected by copyright, trademark, and other intellectual property laws.  

6.2 You may not copy, modify, distribute, sell, or lease any part of the Service without our prior written permission.

6.3 You may not use the Service, its Content, intellectual property, name, logo, nor its trade or service marks, without express consent from Polywrap Foundation or in a manner that otherwise harms Polywrap, including, without limitation, any action that implies an untrue endorsement by or affiliation with Polywrap Foundation.

7. User Content

7.1 The Service may allow you to submit, upload, publish or otherwise make available Content.  By making Content available through the Service, you grant us a worldwide, non-exclusive, royalty-free, sub-licensable, and transferable license to use, copy, modify, distribute, and display the Content in connection with operating and providing the Service.

7.2 You are solely responsible for the Content you make available through the Service.  Polywrap Foundation is not responsible for examining or evaluating the Content.

8. Third Party Services and Content 

The Service may contain links to third-party websites or services that are not owned or controlled by Polywrap Foundation.  Polywrap Foundation has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party sites or services.  Your use of any third-party site or service is subject to the Terms of Service and Privacy Policy applicable to the third-party site or service and is at your own risk.

9. Limitation of Liability

9.1 In no event shall Polywrap Foundation, its affiliates, partners, suppliers or licensors be liable for any indirect, incidental, special, consequential or punitive damages arising out of or relating to your use of the Service. 

9.2 Polywrap Foundation's total liability to you for any claims under these Terms, including for any implied warranties, is limited to the amount you paid to use the Service.

9.3 Polywrap Foundation disclaims any warranties and liabilities in connection with services provided free of charge.

9.4 Any claims arising in connection with your use of the Service must be brought within one year of the event giving rise to the claim.

9.5 Some jurisdictions do not allow exclusions of liability for certain types of damages.  Accordingly, some of these limitations may not apply to you.

10. Indemnification 

You agree to defend, indemnify and hold harmless Polywrap Foundation and its subsidiaries, agents, licensors, managers, and other affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses, resulting from your use of the Service or your violation of these Terms.

11. Termination

11.1 We may suspend or terminate your access to the Service immediately, without prior notice or liability, for any reason whatsoever, including, without limitation, after your use has reached excessive amounts, to be determined by us in our own discretion.  These limits are automatically enforced and may be updated from time to time without notice to users.

11.2 Upon termination, your right to use the Service will immediately cease.  All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

12. Governing Law

12.1 These Terms shall be governed and construed in accordance with the laws of the Cayman Islands, without regard to its conflict of law provisions.

12.2 Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.  If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions will continue in effect.

13. Entire Agreement

These Terms, along with the Privacy Policy and any other legal notices or additional terms published by Polywrap Foundation, shall constitute the entire agreement between you and Polywrap Foundation.

14. Contact Us

If you have any questions about these Terms, please contact us at [legal@polywrap.io].  We are free to use any feedback you provide, and may permit others to use it, without any restriction, and without any compensation to you.

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