Creator Terms of use

CREATOR

Terms Of Use

Last updated January 19, 2024

‍WELCOME !

These Creator Terms of Use describe your right and obligations as a User using P00LS Services to create, mint and distribute your Tokens to your ecosystem via the Service (a “Creator”). If you are not a Creator, then only the Terms of Use available at https://www.p00ls.io/terms apply to you.

These Terms of Use are between you (referenced herein as “you,” “your,” or “Creator”) and P00ls Inc. (referenced herein as “P00LS”, the “provider,” the “company,” “we,” “us,” or “our”). These Terms of Use (the “Agreement”) governs your use and conditions of the services provided by P00LS described below (the “Services”) accessible through the P00LS website located at p00ls.io (the “Site”) for you as a Creator. Please read this Agreement carefully. By accessing, using, or attempting to access or use the Services, you acknowledge and agree that you have read, understood and accepted all of the terms and conditions contained in this Agreement as well as our Privacy Policy https://www.p00ls.io/privacy. If you do not agree, you may not access or use the Services and must immediately cease any use of the Services. We may amend this Agreement from time to time by posting a revised version of this Agreement to the Site and sending notice to the email associated with your Account (if applicable), and may do so without advance notice to you. Accordingly, please review the Agreement posted at this location on a periodic basis.

By agreeing to these Terms, you represent and warrant that you (1) are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; (2) are not listed on any U.S. Government list of prohibited or restricted parties; and (3) are at least 18 years of age. If you do not satisfy these conditions then you may not use the Services. Each time you use the Services, you agree to be bound by the terms of the Agreement in effect at the time of your use thereof. If you do not agree to the revised terms, you are not permitted to use the Services.

THE SERVICES.

Description of Services. P00LS is a semi-decentralized web3 rewards protocol (“P00LS Protocol”) where you can create, mint and distribute your tokens (“Creator Tokens”) within your ecosystem.

You are the sole owner and you act as the token issuer of your Creator Tokens. P00LS acts as a technology provider. P00LS technology includes:

Creator Portal: you can access the P00LS Protocol through a dedicated interface ("Creator Portal") to help you build, manage and distribute your Creator Tokens independently. Additionally, you can utilize the Creator Portal to access data on people and wallets holding Creator Tokens (referred as “Token Holders”) and interact with them.
Technical Development: P00LS leads the technical development for your Creator Tokens, which are based on the ERC20 standard.
Token Minting: P00LS mints your Creator Tokens on your behalf using the information and preferences you've provided in the Creator Portal.
Token Distribution:The P00LS Protocol allows you to manage the distribution of your Creator Tokens which can include weekly rewards and airdrops. The P00LS Protocol identifies on-chain activity & assigns reward sizes to each engagement, which can later be managed and updated by you, the Creator through your Creator Portal.

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Eligibility. As a Creator, in order to use the Services, you must be a resident of a jurisdiction we serve and be at least eighteen (18) years of age (or the applicable age of majority and contractual capacity in the jurisdiction in which you reside) and have a valid Account (see Section 2 below)

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YOUR ACCOUNT.

Account Creation and Identity Verification. To access and use our Services as a Creator, you are required to be granted access to the Creator Portal and to establish an account with P00LS on the Creator Portal, referred to as your "Account.". In order to create an Account, you agree to provide us with the information we request and permit us to keep a record of such information. Your access to the Services and the limits that apply to your use of the Services, may be altered as a result of information collected about you on an ongoing basis. The information we request may include certain personal information, including, but not limited to, your name, address, telephone number, email address. In providing us with this or any other information that may be required, you confirm that the information is accurate and authentic. If you are creating an Account on behalf of an entity, you confirm that you are authorized to enter into this Agreement on behalf of such entity. You agree to keep us updated if any of the information you provide changes. See our Privacy Policy https://www.p00ls.io/privacy for how we treat your data.

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YOUR CREATOR TOKEN.

Your Creator Tokens are ERC20 tokens that are issued by you, on the P00LS Protocol and distributed to your engaged audience.

Creator Tokens Default Settings.

Token Type: ERC20 Token

Total Token Supply: 10 billion Tokens

Limited Transferability (defined in section 3.d) below)

Blockchains: Ethereum, Polygon

Standard Creator Tokens Allocations.
- 70% of the total supply to the Token Holders
- 20% of the total supply to the Creator
- 10% of the total supply to the community-controlled treasury wallet of the holders of the governance token of the P00LS Protocol (“00 Token”) - together the “00 DAO”.
‍Token Distribution. By default, your Creator Tokens are automatically and continuously sent to Token Holders who are eligible based on their on-chain engagements. Token Distribution is managed through your Creator Portal.‍
Transferability. By default, your Creator Tokens can only be sent to and received from wallet addresses you approve and used on specific platforms ("Limited Transferability"). The list of authorized addresses (“Token Allowlist”) can only be modified by you in the Creator Portal. You can decide to allow any address to transact in Creator Token through the Creator Portal (“Full Transferability”).

For sake of clarity, please be aware that the decision to modify the Token Allowlist and switch your Creator Tokens from Limited Transferability to Full Transferability is entirely yours as the token issuer. In particular, Full Transferability, includes listing your Creator Token on trading platforms, centralized exchanges or decentralized exchanges.

Once your Creator Token has Full Transferability, it cannot revert back to Limited Transferability.
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Promotion Requirements. No party will promote or market the Creator Tokens in a manner intended to give Token Holders of the Creator Tokens the impression that they can expect capital appreciation or to derive profits from purchase of Creator Tokens. No party will promote or market the Creator Tokens in a manner intended to suggest that the Creator Tokens could be purchased as an investment opportunity or for any reason other than its consumptive purpose. Creator will not engage in any promotion or marketing of P00LS, the Services or any Creator Tokens in a manner that is misleading or deceptive.
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Creator Products. If you offer any products or services in connection with your Creator Tokens (“Creator Products”), You are solely responsible for ensuring that Token Holders agree and accept the terms and conditions applicable to your Creator Products. You acknowledge and agree that such terms are solely between you and Token Holders, not P00LS, and that P00LS bear no responsibility for such terms. You acknowledge that P00LS have no obligation to assist with or provide any services in connection with your Creator Products.

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PROHIBITED ACTIVITIES.

Illegal Activities. You are responsible for complying with applicable law, including state and federal laws and regulations regarding money laundering, terrorist financing, and money transfer and remittance. You are responsible for understanding and abiding by the laws and regulations of each jurisdiction in which you use our Services.
Service Limitations. Except as required by law, we may, without notice and without liability to you, suspend or terminate access to, or refuse to provide, any Services at any time in our sole discretion, including without limitation:

if we believe, in our sole discretion, you directly or indirectly use, or attempt to use, the Services for any unlawful or improper purpose;
if you provide any incomplete, incorrect or false information to us;
if you attempt to tamper, hack, modify or otherwise corrupt the security or functionality of the Site or the Services;
if you have breached any portion of this Agreement;
if we determine such action is necessary to comply with this Agreement, any of our policies, procedures or practices, or any law, rule or regulation; and/or
You agree that we will not be held responsible or liable to you or any other person for such action except as required by law.

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INTELLECTUAL PROPERTY LICENSES.

By accessing, using, or attempting to access or use the Services as a Creator, you grant P00LS a non-exclusive license to use your Licensed IP (as defined below) in any and all media for the design, development, marketing, and promotion of your Creator Tokens. You retain ownership of the Licensed IP and may provide or withdraw approval for its use. P00LS grants you a non-exclusive license to use our Ecosystem IP (as defined below) for the promotion of your Creator Tokens. P00LS shall retain all right to and interest in its Ecosystem IP.

The “Licensed IP” consists of (i) Creator’s name, appearance, likeness, image, silhouette, profile, statements, initials, biographical and publicity materials, persona, voice, picture, photograph and any other distinctive elements or features of Creator and (ii) trademarks and service marks (if any) which may be provided by the Creator, as applicable, to P00LS for use pursuant to this Agreement.

The “Ecosystem IP” consists of (i) P00LS’ names and publicity materials and (ii) trademarks and service marks (if any) which may be provided by P00LS, as applicable, to the Creator for use pursuant to this Agreement.

TERMINATION

We reserve the right, without notice and in our sole discretion, to terminate your access, your Account or use our Services, at any time and for any reason. You understand and agree that we shall have no liability or obligation to you in such an event.

You agree and understand that all provisions of these Terms shall survive the termination or expiration of these Terms.

DISCLAIMER OF WARRANTIES.

You expressly agree that your use of the site and services are at your sole risk and expense and subject to this agreement, any applicable law, and any additional terms and conditions imposed by any issuer of digital currency or other third party. The site and services are provided on an “as is” and “as available” basis. To the maximum extent permitted by applicable law, the provider expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement or any other implied warranty under the uniform computer information transactions act as enacted by any state. The provider makes no warranty that the site or services will meet your requirements, or that the site or services will be uninterrupted, timely, secure, or error free. The provider makes no warranty regarding any transactions entered into through the site. No information, whether oral or written, obtained by you from p00ls shall create any warranty not expressly made herein.

INDEMNITY

To the fullest extent permitted by law, you agree to indemnify and hold the providers, their affiliates, and their parents, subsidiaries, officers, employees, agents, directors, supervisors, managers, equity owners, successors and assigns, as applicable, harmless from any claim or demand, including reasonable attorneys' fees, due to or arising out of your use of the Services, the violation of this agreement by you, the infringement by you (or anyone accessing the site using your account) of any intellectual property or other right of any person or entity or violation of any applicable law or regulation, or in connection with your Creator Products.

LIMITATION OF LIABILITY.

In addition, to the fullest extent permitted by law, P00LS shall not be liable for any indirect, incidental, special or consequential damages, including but not limited to damages for loss of profits, use, data or other intangibles, even if P00LS has been advised of the possibility of such damages, including damages resulting from (I) the use or the inability to use the services; (II) the cost of procurement of substitute services; or (III) unauthorized access to your account or alteration of your account or data. You specifically agree that P00LS is not responsible or liable to you or anyone else for any loss of, on, or through the site or the services, or for any infringement or violation of your rights by any other party, including but not limited to intellectual property rights, rights of publicity, or rights of privacy. P00LS is not liable for any changes in value in digital currency or fiat currency. To the extent permitted under applicable law, in no event shall P00LS be liable for any direct damages in excess of $10,000.

ARBITRATION.

If the parties are unable to resolve a dispute arising from this Agreement through mutual discussion, then such dispute shall be resolved by arbitration in New York, NY before a mutually agreed arbitrator or, if the parties cannot agree on a single arbitrator, one appointed by JAMS (the “Arbitrator”). The arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. Any decision rendered by the Arbitrator shall be conclusive and binding upon the parties and may be enforced in any court of competent jurisdiction.

GENERAL TERMS.

Entire Agreement. This Agreement constitutes the entire agreement between you and P00LS and governs your use of the Services, superseding any prior agreements between you and P00LS with respect to your use of the Site and Services. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity.

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Governing Law and Disputes. This Agreement shall be governed in accordance with the laws of the State of New York without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any other jurisdiction.

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Force Majeure. No party shall be liable for failure or delay in performing obligations (except for obligations regarding payment of money) set forth in this Agreement, and no party shall be deemed in breach of such obligations, if such failure or delay is due to natural disasters or any cause reasonably beyond the control of such party.

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Relationship. Nothing in this Agreement shall create or be deemed to create any partnership, employer-employee, joint venture, fiduciary, franchise or agency relationship between the parties, or shall be deemed to render any party liable for any of the debts or obligations of any other party. You will be solely responsible for obtaining all necessary third party clearances, including governmental clearances, relating to your Creator Tokens or the use of the Licensed IP in connection with this Agreement. You acknowledge and agree that the P00LS is not providing any legal advice with respect to any Creator Tokens, and that you are responsible for compliance with laws in connection with your Creator Tokens.

Data Protection
Additionally, you warrants that you will: (a) comply with all U.S., state and federal, and international applicable data protection, data privacy, cybersecurity, and unfair and deceptive business practices, laws, rules, and regulations; and (b) provide assistance to P00LS in relation to any obligations on P00LS under such laws, rules, and regulations.

Third Party Beneficiaries. The provisions of this Agreement are solely for the benefit of you and P00LS, and, except as specifically provided herein, no third party (including creditors of any party) may seek to enforce, or benefit from, these provisions, or seek redress for any breach or other damage, alleged or proved, under this Agreement.

Modification of Terms. P00LS reserves the right to modify or discontinue all or any portion of the Services with or without notice to you. P00LS will not be liable to you if we modify or discontinue all or any portion of the Services. P00LS may change the terms and conditions of this Agreement at any time in our sole discretion. Your continued use of the Site or the Services subsequent to such modification shall be deemed an acknowledgment and acceptance thereof.

Assignment. You may not assign any rights and/or licenses granted under this Agreement without prior written consent of P00LS. We reserve the right to freely assign our rights without restriction, including without limitation to any affiliates or subsidiaries, or to any successor in interest of any business associated with the Services or any acquirer. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns. In the event that P00LS is acquired by or merged with a third-party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control.

Contact Information. If you have any questions regarding this Agreement and/or the Site, please contact us at:
P00LS Inc
990 Biscayne Blvd, Suite #701
Miami, FL 33132
legal@p00ls.io