Terms of Use

1. 1. INTRODUCTION

   These terms of use, together with any other documents or agreements incorporated by reference (collectively the "Terms"), are entered into between Chronicle ("Association", "Chronicle", "we", "us", and "our" respectively) and you individually or the company, legal entity, organization or structure (including any decentralized autonomous organization) (collectively referred to as "organization") you represent ("you"). We reserve the right to, anytime and in our sole discretion, modify these Terms. Any changes will be made available through an updated version of these Terms available on the Website. Any changes are effective immediately upon making them available on the Website and we encourage you to regularly review these Terms for any changes. In any case, your continued access of the Website or use of the Services will constitute your acceptance to any such changes to the Terms as made available on the Website.
   
   Please review these Terms carefully in their entirety, as they govern your use of the website located www.chroniclelabs.org and all associated websites (collectively the "Website") and, as applicable, other technical infrastructure and information services (Services as defined below) and describe your rights and obligations, disclaimers, limitations of legal liability, applicable laws and jurisdiction, class action waiver, and other terms. Anytime you access the Website or use the Services, you accept these Terms in their current version, as made available on the Website. If you do not accept these Terms or if you do not have the full capacity to legally enter into these Terms in their entirety, you may not access the Website and/or use the Services.
   
   We reserve the right to, anytime and in our sole discretion, modify these Terms. Any changes will be made available through an updated version of these Terms available on the Website. Any changes are effective immediately upon making them available on the Website and we encourage you to regularly review these Terms for any changes. In any case, your continued access of the Website or use of the Services will constitute your acceptance to any such changes to the Terms as made available on the Website.

2. 2. SERVICES

   The following technical infrastructure and information services are collectively referred to as "Services". Refer to the following paragraphs for more information. The availability of certain Services may be subject to additional terms or agreements with us or third-parties and/or may require payment. Certain Services may require you to interact with or use an underlying blockchain network or another third-party service, which we have no control over, whose usage may incur network fees or other fees, which may be a dependency for the proper functioning of other Services and which we are not in any way responsible or liable for.
   
   

   2.1 CHRONICLE PROTOCOL; FRONTENDS

   The chronicle protocol is a decentralized network to connect and allow independent third-party node operators to provide data, information, computation services and similar services via data feeds and other technical solutions and capabilities integrated into wider oracle data providing software developed and deployed by, but not under control of, Chronicle (such software and network the"Chronicle Protocol"). The Chronicle Protocol comprises smart contracts deployed on various public blockchains, such as Ethereum and Layer 2s built on top of Ethereum. Chronicle data feeds may be integrated into other third-party protocols or software. Chronicle does not control any of such public blockchains or third-party protocols or software. Chronicle may, for legal or other reasons, restrict your access to the Chronicle Protocol. However, the Chronicle Protocol is non-custodial and Chronicle does not control and cannot interfere with the execution of any transactions undertaken on or any ongoing data feeds in connection with the Chronicle Protocol.
   
   Chronicle may provide certain software and technical tools adjacent to or connected with the Chronicle Protocol. These may include optional, redundant off-chain interfaces facilitating access to Chronicle Protocol or other third-party protocols or software, allowing persons to generate, review and sign transaction messages based on their own input ("Frontend(s)"). Such Frontends are one, but not the exclusive means, of accessing the Chronicle Protocol or such other third-party protocol or software, as applicable. Such Frontends function entirely based on the user's input, and none of the information displayed on any Frontend is intended to constitute any sort of financial, investment, legal, tax or other professional advice.
   
   You acknowledge and agree that access to and interaction with the underlying blockchains related to the Chronicle Protocol, the Frontends and/or third-party protocols and software referenced herein may require you to use wallet software provided exclusively by third-parties. Your relationship to the provider of such wallet software is governed by the applicable terms solely between you and the provider. We have no custody or control over your wallet or your address in connection with such wallet, and we are in no way responsible or liable for your use of such third-party wallet software.
   
   

   2.2 WEBSITE

   Through the Website and other means, we may provide information, documentation, tutorials, codes and other resources in relation to the Chronicle Protocol or else. Any such content is provided purely for informational purposes. None of such content is to be understood as any sort of financial, investment, legal, tax or other professional advice. Chronicle does not warrant the actuality, completeness, correctness, accuracy or suitability-for-a-specific-purpose of any of the content.
   
   

   2.3 INCENTIVE CAMPAIGN

   Chronicle incentives ("Points") are made available at our sole discretion through a time-limited marketing and incentive campaign to foster usage, recognition, adoption and decentralization of the Chronicle Protocol ("Campaign"). You acknowledge and agree that:

   • Points can be earned by any participant via relevant interaction with the Sky Protocol, a third-party non-custodial and decentralized protocol and its relevant contributors and entity(ies) ("Sky").Participation does not require the exchange of any cash, property or other assets (including intangible assets and personal information) vis-à-vis or the rendering of any services to Chronicle or Sky.
     
     Sky relates to Chronicle with respect to this Campaign, but Sky is in no way operated or controlled by Chronicle and runs entirely independently of Chronicle or the Chronicle Protocol or any of the Services. Any of your use of Sky is entirely at your own choice, at your own risk and subject to Sky's terms of service accessible at https://docs.sky.money/legal-terms#skybase-international-terms-of-use (or such other terms as may be introduced by and at the discretion of Sky) and any other restrictions and requirements of Sky. We bear no responsibility whatsoever with any of your interactions with or transactions on Sky, or any assets associated with it.
     
     Sky can be accessed through a Frontend provided by Chronicle or through any other frontend provided by either Sky or other third-parties. You acknowledge and agree that by providing a Frontend to Sky, Chronicle does not assume or exercise any control over Sky or your interactions with or your transactions undertaken on Sky. Participation in the Campaign does not require your use of any Frontend provided by Chronicle.
   • Further availability, duration, requirements, eligibility criteria, and other specifications of the Campaign are entirely at our own discretion. We may, at any time, without prior notification and without any sort of remedy by you, change any facet of the campaign, suspend or terminate the campaign, change these Terms in relation to the Campaign, and exclude you or any person or address from the Campaign for any reason whatsoever.
   • Points do not entitle you to receive, and there is no obligation by the Association, any Protected Party or any other person to allocate to you, any future rewards, benefits, tokens or similar benefits in connection with the Chronicle Protocol or else ("Rewards"). Any Rewards, if ever allocated, are allocated at the sole discretion of Chronicle and may be subject to any requirements as may be further outlined at our sole discretion, irrespective of any, if any, related communication by Chronicle, any Protected Party or any third-party outside of these Terms. For the avoidance of doubt, Points (i) do not confer or represent any right of any form, including but not limited to any equity or ownership, voting, distribution, redemption, liquidation, intellectual property, participation, or any sort of right to receive future revenues, profit shares, or similar, (ii) do not create or confer any other contractual or other legal obligations against any person or entity, including the Association and any Protected Party, (iii) are not any kind of investment, or other form of participation in Chronicle or the Chronicle Protocol.
   • Points are personal, non-transferable and you may not assign or otherwise transfer, in any form or capacity, any Points attributed to you under the Campaign.

3. 3. NO WARRANTY; NO GUARANTEES; DISCLAIMERS

   The Association and its respective members, members of the committee, officers, managers, directors, principals, agents, employees, contractors and other contributors (collectively the "Protected Parties") make no representations or warranties, express or implied or statutory, regarding title, usage, security, legality, accuracy, absence of errors or bugs, reliability, completeness, suitability, fitness-for-a-specific-purpose, merchantability, non-infringement, actuality, relevance, availability at certain times or any other characteristics of the Services. All Services are subject to change or unavailability without notice and without remedy on your behalf. All Services are strictly provided "AS IS" and "AS AVAILABLE", without any warranty, representation or guarantee of any kind.
   
   Any information or content provided on the Website or as per the wider communication of the Association is for informational purposes only and is not intended to constitute any financial, legal or technical advice and is (and is not intended to be) not legally-binding. Any links to third-party services, tools or solutions are solely for convenience and awareness of users and are not a recommendation or endorsement or a guarantee or warranty of their functionality, security, availability, compliance with applicable laws or else. Such third-party solutions are independently operated are neither deployed, developed, maintained or controlled by the Association. You are solely responsible for interacting with any third-party solutions.
   
   You understand that the Association aims to foster continued decentralization of the Chronicle Protocol. The Association does not operate any sort of digital assets exchange, trading, derivatives, brokerage or other such platform or offer any other sort of financial services related to e.g., the trading, investment, management, execution of digital assets and has no oversight, control, involvement or access of any transactions that you may undertake in connection with the Chronicle Protocol or else. You understand that the Association solely offers the technical Services in connection with the Chronicle Protocol to enable data services, and you understand that the Association is not registered or authorized by any financial market regulatory authority and no such authority has reviewed or approved any of the Services. These Terms and your use of the Website or Services are not intended to create any permanent business relationship with you or to create any fiduciary duties between you and the Association. The Chronicle Protocol and all Services are non-custodial; the Association never takes possession, custody, control or ownership over any digital assets transacted by you.
   
   While the Chronicle Protocol and related software and tools may have been independently security-audited, there is a risk that any such software nonetheless may contain bugs, defects, or errors that materially and adversely affect the use, functionality or performance of any such software or connected Services.

4. 4. YOUR REPRESENTATIONS; CONDITIONS; PROHIBITED USE

   To use the Website or the Services, you must be able to form a legally binding contract online either on your behalf or on behalf of your organization. Accordingly, as a condition to accessing the Website or using the Services, you represent that you are at least 18 years (or the age of majority in the jurisdiction applicable to you, whichever is older), can form a legally binding contract online and have the full right, power and capacity to enter into and comply with these Terms. Additionally, you represent and warrant that (i) you are not the subject of economic or trade sanctions administered or enforced by any governmental authority or otherwise designated on any list of prohibited or restricted parties (including but not limited to any list maintained by Switzerland, the European Union, any member state of the European Union, the United Kingdom (including those administered by HM Treasury), the Office of Foreign Assets Control of the U.S. Department of the Treasury (OFAC), or the United Nations) (ii) you are not a citizen, resident, organized in, incorporated in or effectively managed or otherwise subject to a jurisdiction or a territory that is the subject to country-wide, territory-wide, or regional economic sanctions by Switzerland, the European Union, any member state of the European Union, the United Kingdom, the United States or the United Nations, (iii) you are not, and you do not directly or indirectly own or control any blockchain address that is listed on any list of prohibited or restricted parties by Switzerland, the European Union, any member state of the European Union, the United Kingdom, the United States or the United Nations, or (iv) you are not in any way or capacity subject to a jurisdiction where your use of the Website or the Services would be illegal, restricted, unauthorized or otherwise violate any laws, rules, statutes, regulatory requirement or similar. Furthermore, you represent that you (i) will only use the Website and Services for lawful purposes and in accordance with these Terms and the laws applicable to you, and (ii) will ensure that all information you provide to the Website, the Services or the Association is up to date, complete and accurate.
   
   You specifically may not and/or you may not access the Website or use the Services (i) in any way that violates, or could (assist in) violate (violating), any applicable domestic, foreign, or international laws, statutes, rules, ordinances, or regulations or any sanctions program administered in any relevant countries or in any other way which would involve any unlawful activity, (ii) to impersonate or attempt to impersonate the Association, any Protected Party or any other user, (iii) to cause the Website or the Services to work other than as intended, (iv) to take any action that may be reasonably construed as fraud, deceit or manipulation, (v) to damage the reputation of the Association or Chronicle, (vi) to circumnavigate, by any means, any access restriction or similar that may be implemented in relation to the Services, (vii) to introduce any harmful code, malware, virus, Trojan horse, worm, logic bomb, drop-dead device, backdoor, shutdown mechanism or other harmful material into the Website or the Services or use the Services to transmit such material, (viii) to in any other way interfere with the proper working of the Website or the Services, (ix) to infringe on or misappropriate any third-party intellectual property rights or other third-party rights, (x) to use the Website or Services for benchmarking or competitive analysis with respect to competitive or related products or services, or to develop, commercialize, license, or sell any product, service or technology that could, directly or indirectly, compete with the Services, (xii) to use any robot, spider, crawler, scraper, or other automated means or interface not provided by us, to access the Website or Services or to scrape or extract data.

5. 5. LIMITATION OF LIABILITY; RELEASE; INDEMNIFICATION

   To the maximum extent permitted by applicable laws, the Association and the Protected Parties are not liable for any damage, including any general damage as well as any special, indirect, incidental, punitive, exemplary, consequential or similar damage, arising out of or in connection with the use (or non-use) of the Services (including, but without limitation, damages arising out of or connected with the loss of digital assets or tokens, allocation or non-allocation of fees, loss of data or information, data or information being rendered inaccurate or incomplete, business interruption or failure, loss of goodwill or reputation, or any other monetary or non-monetary loss), whether under contract, tort, statutory or any other theory of liability.
   
   To the maximum extent permitted by applicable laws, you and (if applicable) all other members of your organization hereby release and permanently discharge the Association and the Protected Parties from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind that has arisen or arises or that relates to the Services. You hereby specifically waive any applicable provision in applicable laws or regulations limiting the generalized release from claims.
   
   You agree to indemnify and hold the Association harmless from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third-party due to or arising out of any breach of these Terms or any law or regulation by you, yours, your employees or any other persons acting legally or factually on your behalf, or your violation of the rights of a third-party.

6. 6. INTELLECTUAL PROPERTY RIGHTS; LIMITED LICENSE; USER GENERATED CODE AND CONTENT

   The Association owns intellectual property rights (whether or not protected under intellectual property rights legislation) associated with the Chronicle Protocol and certain other Services. The Association (or, where applicable, third-parties) retains all rights, titles and interests to any of their intellectual property, particularly including copyrights to code, data feeds and other work products, trademarks, designs, patents, domains, know-how and processes, trade secrets and data. Except for the limited license granted as per the following paragraph or unless expressly indicated otherwise by the Association, nothing in these Terms or the wider communication of the Association or any of the Protected Parties shall be understood as an assignment, a transfer, a granting of a license or a granting of any other sort of right to any of the Association's or any third-party's intellectual property rights.
   
   Subject to your full and ongoing compliance with these Terms and any other agreements, requirements and conditions we may introduce at any time at our discretion, the Association grants you a limited, non-exclusive, non-transferable at any time revocable license to use the Website and any other Services (as applicable) for your own private and informational use only.
   
   Notwithstanding anything to the contrary in the Terms, the Services may contain software components released under separate open-source or business-source license terms, in which case those license terms will govern such software components.
   
   The Services may enable you to run or deploy certain software in connection with the Chronicle Protocol or else developed and/or licensed (whole or in part) by us ("User Code"). If you run or deploy User Code in connection with the Chronicle Protocol, you thereby grant the Association and any of its affiliates a worldwide, irrevocable, perpetual, non-exclusive, fully paid-up and royalty-free right to use, modify, reproduce or store such User Code for further developing, distributing and maintaining the Chronicle Protocol and providing or improving the Services. The Services may enable you to submit, publish, distribute or transmit certain data, information or content or participate in any other activities which you may create, post, publish or store such data, information or content through the Services ("User Content"). If you submit, publish, distribute or transmit User Content, you thereby grant the Association and any of its affiliates a worldwide, irrevocable, perpetual, non-exclusive, fully paid-up and royalty-free right to use, reproduce, modify or store such User Content

7. 7. COMPLIANCE WITH TAX OBLIGATIONS

   Your use of the Services may result in tax obligations or consequences. It is solely your responsibility to determine whether taxes apply to any transactions that you initiate or receive, and, if so, to report and/or remit the correct tax amount to the appropriate tax authority.

8. 8. GOVERNING LAW; JURISDICTION

   These Terms shall be governed by and construed in accordance with substantive Swiss laws, excluding its conflict of law provisions and the United Nations Convention on Contracts for the International Sale of Goods (CISG). The ordinary courts at the registered seat of the Association have exclusive jurisdiction for any disputes arising from or in connection with these Terms. You agree to and understand, by entering into these Terms, that you expressly waive any right, if any, to a trial by jury and any right, if any, to participate in any class action lawsuit.

9. 9. MISCELLANEOUS

   These Terms constitute the entire agreement relating to the access of the Website or use of the Services, unless agreed otherwise. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. We may assign these Terms or any or all of our rights and obligations under these Terms to others at any time. You may not assign these Terms or any or all of your rights and obligations under these Terms to others at any time without previous written consent of the Association. If any provision of the Terms (in whole or part) is held to be illegal, invalid or otherwise unenforceable, the other provisions will remain in full force and effect. There is no joint venture, (simple) partnership, employment or agency relationship created between you and us as a result of these Terms or your access of the Website or your use of the Services.

10. 10. Contact Information

    legal@chroniclelabs.org
    
    Chronicle, Dammstrasse 16, 6300 Zug