Website Terms of Use

This Agreement contains a range of capitalized terms, some of which are defined in this Section and some of which are defined elsewhere. The Section headings in this Agreement are for convenience of reading only and may not to be used or relied upon for interpretive purposes.

"Pearl Explorer"

means the Blockchain explorer service provided on the Website, which allows users to view, search, and analyze certain Blockchain Data (as defined below).

"Pearl Affiliate"

means, with respect to Pearl, any organization or entity controlling, controlled by, or under common control with, Pearl, where "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, organization or entity, whether through the ownership of voting securities, by contract, or otherwise.

"Pearl Materials"

means, collectively, the Website, the Pearl Explorer, and any Content appearing or displayed on or in the Website (such as Blockchain Data). For the avoidance of doubt, and unless the context requires otherwise, references herein to Pearl Materials includes without limitation Third Party Content (defined below).

"Blockchain"

means a decentralized, distributed digital ledger that records transactions in a series of blocks, which are linked together in chronological order using cryptographic techniques.

"Blockchain Data"

means information recorded on a Blockchain, including without limitation transaction details, block headers, blocks, smart contracts, execution results, wallet addresses, address balances, timestamps, digital assets, and other data that is recorded on, or sourced or derived from, the Blockchain and associated networks and software.

"Content"

means any text, data, information, images, graphics, sounds, videos, audio clips, links, and/or similar materials and content, including but not limited to Blockchain Data presented on the Website.

"Intellectual Property Rights"

means any and all rights, titles, and interests (under any jurisdiction or treaty, whether protectable or not, whether registered or unregistered, and whether vested, contingent, or future) in and to inventions, discoveries, works of authorship, designs, software, technical information, databases, know-how, mask works, methods, technology, and other intellectual property, and includes but is not limited to patents, copyrights and similar authorship rights, moral (and similar personal) rights, mask work rights, data and database rights, trade secret rights and similar rights in confidential information and other non-public information, design rights, trademark, service mark, trade name, trade dress and similar branding rights.

"Law"

means any federal, state, foreign, regional or local statute, regulation, ordinance, or rule, in any jurisdiction.

"Privacy Policy"

means Pearl's then-current privacy policy available at https://explorer.pearlresearch.ai/privacy-policy, as may be modified from time to time by Pearl.

We hereby grant you a personal, limited, non-exclusive, non-assignable, non-sublicensable, revocable right and license to access, view and use the Website and related Pearl Materials solely for your own personal and non-commercial use, and provided that you comply with this Agreement (collectively, the "License"). Except for the License, Pearl does not grant you any right or license in or to any of Pearl's or a third party's Intellectual Property Rights. In our sole discretion we may, at any time, with or without notice, and for any or no reason, do any of the following (whether generally for all users, for a specific category of users, or specifically for you): (a) revoke the License, suspend the Website, and/or terminate this Agreement; and (b) modify, remove, and/or otherwise restrict access to (such as by geo-blocking), all or any part of the Website.

By accessing or using Pearl Materials, you represent and warrant that:

• you have sufficient understanding of the functionality, usage, storage, transmission mechanisms, and intricacies associated with (A) digital cryptographic tokens and digital assets of any kind (collectively, "Digital Assets"), and (B) Blockchain in general; and
• such access or use is not in violation of any Laws of your jurisdiction or any other Laws to which you may be subject.

The Website may display, link to, and/or otherwise allow you to view, access, or interact with, Content from third parties and other sources (including, without limitation, certain Blockchain related Content, such as Crypto Tokens, project links, and contract information) that are not owned or controlled by Pearl, even if they are Pearl-branded or otherwise display Pearl's name or logo (such Content and third parties, "Third Party Content" and "Third Party Providers", respectively). The Website may also enable you to communicate with the Third Party Providers.

The display or communication to you of such Third Party Content does not (and shall not be construed to) in any way imply, suggest, or constitute any sponsorship, endorsement, or approval by Pearl of such Third Party Content or Third Party Provider, or by such Third Party Provider of Pearl, and nor any affiliation between Pearl and such Third Party Provider.

Pearl does not assume any responsibility or liability for Third Party Content, or any Third Party Provider's terms of use, privacy policies, actions, omissions, or practices. Please read the respective terms of use and privacy policies of any Third Party Provider that you interact with before you engage in any such activity.

If you provide, publish, upload, or transmit any Content to or via the Website ("Your Content"), you represent and warrant as follows: (A) Your Content will be complete and accurate; (B) no processing of Your Content under this Agreement (whether by Pearl, Third Party Providers, or subprocessors) will violate any Law, proprietary right, or privacy (or other personal) right; (C) you have obtained and will maintain all required consents and licenses, and will maintain all ongoing legal bases under relevant privacy Laws (if applicable), necessary to so provide, publish, upload, and transmit Your Content; and (D) Your Content will not contain or link to any violent, obscene, or unlawful Content.

By submitting Your Content to Pearl, you hereby grant Pearl a worldwide, irrevocable, non-exclusive, royalty-free, perpetual, sublicensable (through multiple tiers), and transferable right and license to use, reproduce, distribute, prepare derivative works of, publicly display, and publicly perform Your Content in connection with the Website and Pearl's business, including without limitation for publishing and redistributing part or all of Your Content (and derivative works thereof) in any media formats and through any media channels, and you hereby waive any moral rights in or to Your Content, to the extent permitted by law.

As between you and Pearl, Pearl (and/or its licensors and suppliers, as applicable) is and shall remain the sole and exclusive owner of all right, title, and interest (including, but not limited to, all Intellectual Property Rights) in and to:

• the Pearl Materials, as well as any computer programs (including APIs), code, databases, or other Intellectual Property underlying, operating, or otherwise embodied in any Pearl Materials; and
• the trademarks, service marks, trade names, service names, trade dress, symbols, brands, and logos displayed or contained on or in any Pearl Materials ("Trademarks").

You acknowledge that the items above may be protected by Intellectual Property Rights treaties and Laws. Without limiting the foregoing, Pearl™, Impossible Labs™, and their respective logos and design, are the Trademarks of Pearl. Other Trademarks displayed or contained on or in any Pearl Materials are the property of their respective third party owners.

Except for the License, Pearl (and its licensors and suppliers, as applicable) reserve all rights in and to their respective Intellectual Property Rights. Any right not expressly granted to you in this Agreement are hereby reserved by Pearl and its Affiliates, licensors and suppliers.

11.1 Entire Agreement. This Agreement represents the entire agreement between you and Pearl with respect to the subject matter hereof, and supersedes and replaces any and all prior and contemporaneous oral and/or written agreements, understandings and statements between you and Pearl with respect to such subject matter. You acknowledge and agree that in entering into this Agreement you have not relied on any statement or representation (whether negligently or innocently made) not expressly set out in this Agreement, such as statements and explanations in any FAQs, summaries or explanatory guides regarding this Agreement, or other marketing material on the Website.

11.2 Governing Law. This Agreement (including without limitation its validity) shall be governed by, and construed in accordance with, the laws of the State of New York, USA without regard to any conflicts of laws rules or principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement and is hereby disclaimed.

11.3 Mandatory Arbitration. Any dispute, controversy, difference or claim arising out of or relating to this Agreement (including without limitation as to the existence, validity, interpretation, performance, breach or termination thereof) ("Dispute") shall be resolved exclusively by arbitration in accordance with Schedule A attached hereto. However, if the Dispute is not subject to arbitration (either because you opted-out of the arbitration in the manner described in Schedule A, or because a court of competent jurisdiction determined that the agreement to arbitrate does not to apply to you or the Dispute) then the Dispute shall be subject to the exclusive jurisdiction and venue of the competent courts located in New York County, New York, USA, and the parties hereby irrevocably and unconditionally submit to the personal jurisdiction of such courts and waive any jurisdictional, improper venue, inconvenient forum, or other objections to such jurisdiction and venue. EACH PARTY IRREVOCABLY WAIVES ITS RIGHT TO TRIAL OF ANY ISSUE BY JURY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT ANY CLAIM THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THIS AGREEMENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, YOU AGREE THAT SUCH CLAIM SHALL BE DEEMED PERMANENTLY BARRED. Any claims or damages that you may have hereunder shall only be enforceable against Pearl, and not any other entity (such as Pearl Affiliates or any licensors or suppliers of Pearl) or Pearl's officers, directors, representatives, employees, or agents. Moreover, if you are a consumer (as defined in the Law of your jurisdiction), this Agreement is not intended to, and shall not, exclude or limit any mandatory rights you may have under the consumer protection Laws of your jurisdiction.

11.4 Language; Electronic Contract and Communications. The language of this Agreement is expressly agreed to be the English language. You hereby irrevocably waive, to the maximum extent legally permitted, any Law applicable to you requiring that the Agreement be localized to meet your language (as well as any other localization requirements), or requiring an original (non-electronic) signature or delivery or retention of non-electronic records. We may be able (but are not obligated) to provide you with copies of this Agreement on written request; however, please be sure to print a copy of this Agreement for your own records. When you visit or submit information on the Website or send an email to us, you are communicating with us electronically. You consent to receive communications from us electronically. Although we may choose to provide you notice under this Agreement by postal mail, we may also choose to provide notice by email (in which case the notice will be deemed given on the day after sending) and/or by posting notices on the Website (in which case the notice will be deemed given when you access the Website). In addition, you acknowledge and agree that when you click on any "SUBMIT", "I AGREE", "I ACCEPT", or similar button, through which you submit information, you are submitting a legally binding electronic signature. Pursuant to any applicable Laws, including without limitation the United States Electronic Signatures in Global and National Commerce Act, P.L. 106-229 (the "E-Sign Act") or other similar statutes, YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE WEBSITE OR SERVICES OFFERED BY PEARL.

11.5 Email, Telephone and SMS Communication. By providing your email address, fax number, or phone number on the Website, you authorize us to contact you by telephone, fax and email. Such communication shall be in connection with: (a) an issue regarding our Website; (b) in response to inquiries (such as quotes) you have requested from us; and/or (c) to provide information or offers that may be of interest to you. Moreover, you agree that such communications may be sent to your mobile phone via automated telephone dialing system, prerecorded calls, text messages, SMS, MMS, and picture messages, even if the phone number you provide is on a corporate, state or national Do Not Call list. If you do not want to receive such emails, telephone calls, or text messages, you may opt out (i) during the registration process, or (ii) by emailing the address at the bottom of the emails with "UNSUBSCRIBE" or by texting "STOP" or "OPT-OUT" as specifically set forth in the communication. For more information, please see our Privacy Policy.

11.6 Assignment. Pearl may assign this Agreement (or any of its rights and/or obligations hereunder) without your consent, and without notice or obligation to you. This Agreement is personal to you, and you may not assign (or in any other way transfer) this Agreement (or any of its obligations or rights hereunder) without Pearl's express prior written consent. Any prohibited assignment shall be null and void.

11.7 Feedback. If you send us any suggestions, feedback, or similar ideas for or about any Pearl Materials (collectively, "Feedback"), you agree that: (a) Pearl exclusively owns (and is hereby assigned) all right, title, and interest (including without limitation all Intellectual Property Rights) in and to the Feedback, and you are not owed any compensation (or other obligation) in exchange; (b) the Feedback does not contain confidential or proprietary information belonging to you or any third party; (c) Pearl may (itself and/or via third parties), in perpetuity, use, copy, distribute, sell, create derivative works of, and otherwise commercially exploit the Feedback for any purpose and in any way; (d) there is no obligation for us to review your Feedback; and (e) Pearl has no obligation to keep the Feedback confidential.

11.8 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, then: (a) the remaining provisions of this Agreement shall remain in full force and effect; and (b) the Parties hereto agree that the court making such determination shall have the power to limit the provision, to delete specific words or phrases, or to replace the provision with a provision that is legal, valid and enforceable and that most closely approximates the original legal intent and economic impact of such provision.

11.9 Remedies. Except as may be expressly stated otherwise in this Agreement, no right or remedy conferred upon or reserved by any party under this Agreement is intended to be, or shall be deemed, exclusive of any other right or remedy under this Agreement, at law or in equity, but shall be cumulative of such other rights and remedies.

11.10 Privacy. We collect certain data and information about you in connection with your access and use of the Pearl Materials. We will use, store and otherwise process such data and information in accordance with our Privacy Policy, which is hereby incorporated into, and made a part of, this Agreement by reference.

11.11 Waiver. No failure or delay on the part of any party in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. Any waiver granted hereunder must be in writing.

11.12 Relationship. The relationship of the parties is solely that of independent contractors. Nothing in this Agreement shall be deemed to create any employment, fiduciary, joint venture, agency or other relationship between the parties.

11.13 Notices to Pearl. Except as stated otherwise in this Agreement, you agree to send all notices to Pearl, to: support@pearlresearch.ai.

11.14 No Third Party Beneficiaries. Except as may be expressly provided otherwise in this Agreement (such as Pearl Affiliates, Pearl licensors and suppliers, and Indemnitees), there shall be no third-party beneficiaries of, or under, this Agreement, and no third party shall be entitled to enforce any of these terms and conditions.

11.15 Export Compliance. You represent and warrant that: (a) you are not a resident of (and you will not use the Website in) a country that the U.S. or any other relevant government has embargoed for use of the Website, nor are you named on a governmental list of specially designated nationals or any other applicable trade sanctioning regulations of any jurisdiction; and (b) your country of residence and/or incorporation (as applicable) is the same as the country specified in the contact and/or billing address provided to us.

11.16 Force Majeure. Neither party shall be responsible for any failure to perform any obligation hereunder because of any (a) act of God, fire, flood, earthquake, explosion, or pandemic or epidemic (or similar regional health crisis); (b) strikes, lockouts, picketing, concerted labor action, or other labor or industrial disturbances; (c) invasion, war (declared or undeclared), terrorism, riot, insurrection, or civil commotion; and/or (d) other similar cause beyond that party's reasonable control.

11.17 California Users. If you are a California resident, we are required to inform you that you may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs via mail at 1625 North Market Blvd., Suite N112, Sacramento, CA 95834 or telephone at (916) 445-1254 or (800) 952-5210. Hearing-impaired users can reach the Complaint Assistance Unit at TDD (800) 326-2297 or TDD (916).

11.18 Subpoenas. Nothing in this Agreement prevents Pearl from disclosing your information or data to the extent required by Law, subpoenas, or court orders.

Capitalized terms not defined in this Schedule shall have the meanings given to them in the main body of the Agreement to which this Schedule is attached.

Pearl wants to address your concerns without the need for a formal legal dispute. Before filing a claim against Pearl, you agree to try to resolve the Dispute informally by contacting support@pearlresearch.ai. If a Dispute is not resolved within thirty (30) days after the email noting the Dispute is sent, you may initiate proceedings, as set forth in this Schedule A.

You and Pearl agree to resolve any Dispute only by FINAL AND BINDING BILATERAL ARBITRATION in accordance with the below; except, however, that:

• each party retains the right to bring an individual action: (i) in a small claims court located in your county of residence (or in New York County, New York, USA if you meet the requirements of such court);
• each party retains the right to seek equitable relief to protect any Intellectual Property Rights, in any court of competent jurisdiction; and
• nothing herein precludes you from bringing issues to the attention of federal, state, or local agencies.

Unless you and Pearl expressly agree otherwise in writing, the arbitration shall take place in-person (except that if telephonic or other remote electronic means are available and permissible, then you may elect to conduct the arbitration via such means) in New York City, New York, USA. The arbitration will be administered by Judicial Arbitration and Mediation Services, Inc. ("JAMS"), before a single arbitrator and in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures ("JAMS Streamlined Rules"), as modified by this Agreement. The arbitrator must honor the terms and conditions of this Agreement (including, but not limited to, all liability exclusions and limitations), and shall not make any award or decision that is contrary to, or in excess of, what this Agreement provides. The Federal Arbitration Act, 9 U.S.C. § 1, et seq. ("FAA") (and not any state law concerning arbitration) applies to this agreement to arbitrate, and governs all questions of whether a Dispute is subject to arbitration.

The arbitrator's decision must be in writing, and must include the essential findings and conclusions upon which the decision and any award is based. Judgment on any arbitration award may be entered in any court having jurisdiction thereof. In the event any litigation should arise between you and Pearl in any court in a proceeding to vacate or enforce an arbitration award, YOU AND PEARL HEREBY IRREVOCABLY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the proceeding be resolved by a judge.

Regardless of who initiates arbitration for a Dispute, you will always remain responsible for your costs and expenses relating to legal counsel, experts, witnesses, and travel to and from the arbitration. Payment of all filing, administration and arbitrator fees will be governed by the JAMS Streamlined Rules. If Pearl initiates an arbitration for a Dispute, Pearl will pay all administrative fees and costs related to the arbitration, including all professional fees for the arbitrator's services.

Other than to a party's legal counsel, all aspects of the Dispute and arbitration proceeding, including but not limited to the decision and award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain its confidentiality, unless (and in such cases, only to the extent) otherwise required by applicable Law.

YOU ACKNOWLEDGE AND AGREE THAT, EVEN IF ANYTHING IN THE JAMS STREAMLINED RULES (OR OTHER JAMS RULES, AS APPLICABLE) PERMIT OTHERWISE:

• YOU AND PEARL ARE HEREBY EACH IRREVOCABLY WAIVING THE RIGHT TO A TRIAL BY JURY, AS WELL AS THE RIGHT TO PARTICIPATE (FOR EXAMPLE, AS A CLASS REPRESENTATIVE OR CLASS MEMBER) IN A CLASS ACTION, CLASS ARBITRATION, OR OTHER CLASS-WIDE OR REPRESENTATIVE ACTION OR PROCEEDING, AND THAT YOU MAY ONLY BRING A CLAIM IN YOUR INDIVIDUAL CAPACITY; AND
• NO ARBITRATION WILL BE JOINED TO ANY OTHER ARBITRATION, AND THE ARBITRATOR MAY NOT CONSOLIDATE ANY INDIVIDUAL PARTY'S DISPUTE WITH ANY OTHER PARTY'S DISPUTE.

OPT-OUT: You can choose to reject this agreement to arbitrate ("Opt-out") by emailing us within thirty (30) days after the date you agree to this Agreement for the first time. The Opt-out email you send to us must state that you do not agree to this agreement to arbitrate and must include your name, address, phone number, and email address. Providing an Opt-out notice is the only way you can opt-out of this agreement to arbitrate. If you Opt-out of this agreement to arbitrate, all other provisions of the Agreement will continue to apply, and you will not be permitted to invoke this agreement to arbitrate to resolve any Dispute with Pearl.

To the extent any provision of this Schedule A is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, you and Pearl agree that the provisions of Section 11.8 (Severability) shall apply.