Terms of Use Delta Swap
version 1.0
last amended on 10 November 2023
Please review these Terms of Use (the: Terms) carefully, as they set forth legally binding terms
and conditions between you and Planq Dev that govern your access and/or use of the website
located at https://swap.deltaswap.io and https://vesting.deltaswap.io (the: Website); the Planq
Smart Contracts (as defined below); the Platform (as defined below); and the Planq Blockchain
(as defined below) on which the Planq Smart Contracts (as defined below) are deployed, including
related trademarks, and other Intellectual Property Rights (as defined below), whether such
access and/or use is via the Website or command line, locally installed programs, Software
Development Kits (SDK), software code and blockchain and smart contract explorers.
By accessing and/or using the Service (as defined below), you and/or the User agree to these
Terms on behalf of yourself and any entity you represent and you represent and warrant that
you are not a Prohibited Person (as defined below) and/or a US Person (as defined below), and
that you have the right and authority to do so.
1. Definitions
1.1. In these Terms, the following terms, always capitalised and used in both singular and plural,
shall have the following meanings:
1.1.1. Agreement: means the agreement between the Parties for the use of the Service,
to which these Terms apply;
1.1.2. Blockchain: means a peer-to-peer distributed and public (or private/permissioned)
immutable ledger that maintains a record of all transactions occurring on the
ledger, such as but not limited to the Ethereum blockchain (ETH), the Binance
Smart Chain (BSC), and the Planq Blockchain (PLANQ);
1.1.3. Ethereum Token Standard: means token development standards, as further
described on https://ethereum.org/en/developers/docs/standards/tokens/;
1.1.4. Excluded Jurisdiction: means the Crimea, Donetsk, Luhansk regions of Ukraine,
Iran, North Korea, Syria, Singapore, United States, the Peoples Republic of China
and/or a jurisdiction identified by the Financial Action Task Force (FATF) for
strategic AML/CFT deficiencies and included in FATFs listing of High-risk and
Other Monitored Jurisdictions accessible at
https://www.fatf-gafi.org/en/topics/high-risk-and-other-monitored-jurisdictions.ht
ml/ and/or a jurisdiction in which the Platform and/or Service would be subject of
licensing;
1.1.5. EVM: means Ethereum Virtual Machine, as described on
https://ethereum.org/en/developers/docs/evm/;
1.1.6. Features: means the Platforms current features, which can be updated by Planq
Dev at any time, as described in the Planq Documentation and on the Website;
1.1.7. Gas Fees: means financing fees for the network of computers running the
decentralised Blockchains and Planq Blockchain to facilitate transactions;
1.1.8. Governmental: means any nation or government, any state or other political
subdivision thereof, any entity that exercises legislative, executive, judicial or
administrative functions of or pertaining to government, including but not limited
to any governmental agency, regulator, agency, department, council, committee or
agency and any court, tribunal or arbitrator(s) with competent jurisdiction and any
self-regulatory organisation, as well as private entities exercising
quasi-governmental, regulatory or judicial functions anywhere in the world;
1.1.9. IBC: means Inter-Blockchain Communication protocol, as described on
https://ibcprotocol.org/;
1.1.10. Intellectual Property Rights: means all intellectual property rights and related
rights, including but not limited to copyrights, database rights, domain names,
trade name rights, trademark rights, design rights, neighbouring rights, patent
rights, (rights to) trade secrets and know-how;
1.1.11. Parties: means the User and Planq Dev;
1.1.12. Personal Data: means any personal data as meant by Section 4 paragraph 1 of
Regulation (EU) 2016/679 of the European Parliament and of the Council of 27
April 2016 on the protection of natural persons with regard to the processing of
personal data and on the free movement of such data, and repealing Directive
95/46/EC (General Data Protection Regulation);
1.1.13. Planq Blockchain: means the Planq Network blockchain (PLANQ), which is a
Blockchain, on which the Platform is built;
1.1.14. Planq Dev: means the private limited liability company established under the laws
of the Netherlands, Planq Dev B.V., registered with the Dutch Chamber of
Commerce under registration number 88231542;
1.1.15. Planq Documentation: means the document repository accessible at
https://docs.planq.network/;
1.1.16. Planq Smart Contracts: means computer code written based on various
blockchain standard and programming languages, which is used in the Service;
1.1.17. Platform: means the decentralised platform which Planq Dev makes available to
the User through providing the Service, consisting of the decentralised Token
Bridge Delta Swap, containing various Features, as described in the Planq
Documentation;
1.1.18. PLQ: means the fungible Planq coin, which is the native coin of the Blockchain
($PLQ);
1.1.19. Privacy Policy: means Planq Devs privacy policy, as available on
https://planq.network/privacy-policy;
1.1.20. Prohibited Person: means a citizen, resident of, or person established or residing in
any region, including Excluded Jurisdictions, where the sale, purchase and/or
obtaining of Tokens is or prohibited, or any entity, including, but not limited to, any
company or partnership incorporated or organised in or under the laws of any
region, including Excluded Jurisdictions, where the sale, purchase, and/or obtaining
of Tokens is prohibited;
1.1.21. Service: means the provision of the Planq Blockchain (Blockchain-as-a-Service),
Planq Smart Contracts, Token Bridge, Website and Platform
(Platform-as-a-Service) by Planq Dev to User under the Agreement, with which
Platform User must connect and/or import its Wallet in order to be able to use
(Features of) the Platform, as described in the Planq Documentation;
1.1.22. Token: means all fungible and/or non-fungible cryptocurrencies, including PLQ;
1.1.23. Token Bridge: means the module based on Planq Smart Contracts for executing
transactions for the transfer of source Tokens to the destination Tokens, as
accessible via the Platform;
1.1.24. Transaction Fee: means financing fees for the Platform and/or Service to facilitate
transactions via the Token Bridge, which may include Gas Fees.
1.1.25. User: means the Party that concluded the Agreement with Planq Dev for the use
of the Service;
1.1.26. US Person: means a citizen, resident of, or any person domiciled or resident in the
United States of America, including the states, territories, or district of Columbia, or
any entity, including, without limitation, any corporation or partnership
incorporated or organised in or under the laws of the United States of America,
any state or territory thereof, or the District of Columbia;
1.1.27. Website: means the web pages accessible via https://swap.deltaswap.io and
https://vesting.deltaswap.io, and all web pages underneath;
1.1.28. Wallet: means a digital wallet and/or seed phrase which can be used for the use of
the Service and in which and/or with Blockchain compliant Tokens can be stored.
2. General
2.1. The User will be prompted to accept the Terms  before connecting and/or importing a Wallet
 to the Platform to access and/or use the Platform and/or Services.
2.2. These Terms shall apply to the Agreement and the Service. Any conditions of the User, such
as general conditions, do not apply and are expressly rejected.
2.3. These Terms have been prepared in English and contain Dutch legal terms (which are quoted
in inverted commas: ...). These Terms may have been translated into other languages. In
case of a dispute, the English version shall have precedence and must always be interpreted
in accordance with the laws of the Netherlands. Thereto, amongst others, in these Terms:
2.3.1. reference to any statute includes a reference to that statute as amended, extended
or re-enacted and to any regulation, order, instrument or subordinate legislation
under the relevant statute;
2.3.2. reference to the singular includes a reference to the plural and vice versa;
2.3.3. reference to or is not exclusive and include and including shall not be
construed or read to be limiting;
2.3.4. reference to a law or regulation includes any amendment or modification to such
law or regulation and any further rules issued thereunder or any law or regulation
in replacement therefor;
2.3.5. references to a natural person or legal entity includes its successors or assigns, to
the extent permitted under these Terms;
2.3.6. any rights of either Party may be exercised at any time and from time to time
unless specified otherwise in these Terms;
2.3.7. reference to written/in writing in these Terms also refers to email communication,
provided the identity of the sender and the integrity of the contents is adequately
established;
2.3.8. reference to a Section in these Terms shall be a reference to such section of the
body of these Terms, and not to any attachment or other document, unless where
explicitly provided otherwise;
2.3.9. specific references in (the body of) these Terms to other parts of these Terms shall
be without prejudice to the full general applicability of any unreferenced provision
or part thereof;
2.3.10. the headings of articles, sections, portions or paragraphs of these Terms are for
ease of reference only and shall not affect the interpretation of the respective
rights and obligations of the Parties and shall not form any part of these Terms for
the purposes of construction; and
2.3.11. the wording of these Terms shall be decisive in interpreting the mutual rights and
obligations of the Parties under these Terms.
3. User
3.1. The User represents and warrants not to be a Prohibited Person and/or a US Person and to
be legally competent and is allowed to conclude the Agreement. If the User is, or becomes, a
Prohibited Person and/or US Person he/she must immediately cease using the Service.
3.2. The User also represents and warrants that access to and use of the Services is lawful in the
country where the User resides in the manner in which the User accesses and uses the
Services.
3.3. The User is responsible for compliance with these Terms.
3.4. The User warrants not to misuse the Service. This means, among other things, that the User:
3.4.1. does not commit or encourage a criminal offence;
3.4.2. Does not engage in, or knowingly facilitate, any money laundering, terrorist
financing, or other illegal activities;
3.4.3. Does not copy, reproduce, republish, (attempt to) reverse-engineer, upload, post,
transmit, resell, or distribute in any way, any data, content, or any part of the
Service, except as expressly permitted by applicable laws;
3.4.4. does not transmit or distribute any virus, trojan, worm, logic bomb or other
material that is malicious, technologically harmful, in breach of confidence or in
any way offensive or obscene;
3.4.5. does not use bots, scripts and/or other (automated) software to take advantage in
or with the Service;
3.4.6. does not hack any aspect of the Website, Service, or other Users, damage data, or
cause annoyance to other Users;
3.4.7. does not infringe upon any Intellectual Property Rights;
3.4.8. does not send unsolicited advertising or promotional material;
3.4.9. does not attempt to affect the performance or functionality of any computer
facility of or accessible through the Service;
3.4.10. does not make any false, inaccurate, misleading or deceptive statements;
3.4.11. does not engage in fraudulent conduct or misuse or attempt to misuse the Service;
3.4.12. does not distribute content that violates any law;
3.4.13. does not violate any privacy rights;
3.4.14. does not violate any applicable laws or regulations;
3.4.15. does not engage in defamatory or libellous conduct towards any other person;
3.4.16. does not threaten or harass any other person;
3.4.17. does not publish or participate in obscene material;
3.4.18. does not publish, use or cause to be published or used any malicious code, script
or data that may damage, disrupt or alter the Service;
3.4.19. does not engage in conduct deemed contrary to the spirit of the Service; and/or
3.4.20. does not act unlawful in any way whatsoever.
3.5. The User is fully responsible and liable for all actions the User performs using the Service.
3.6. Planq Dev does not warrant any results, including but not limited with regard to any profits or
losses on purchasing and/or holding Tokens, or that Tokens will have any particular value or
any monetary value at all.
3.7. The User is fully responsible for meeting the technical and functional requirements and using
the electronic communication facilities that are necessary to be able to access and use (parts
of) the Service. The risk of loss, theft or damage to any information and/or assets, including
but not limited to Tokens, will at all times be borne by the User.
3.8. The User indemnifies Planq Dev and holds Planq Dev harmless against any and all claims (of
third parties) relating to or resulting from a breach of Section 3.4 and. 3.7.
4. Service
4.1. Planq Dev hereby grants the User, under the suspensive (in Dutch: opschortende) and
rescinding (in Dutch: ontbindende) conditions of these Terms, the right to use the Service
under the conditions of these Terms.
4.2. Planq Dev shall make good faith efforts (in Dutch: inspanningen te goeder trouw) to allow
the User to use the Service.
4.3. The User agrees that the Service is provided on an as is and as available basis. Planq Dev
does not warrant that the Service will be error-free, complete or up-to-date at all times.
Planq Dev does not guarantee that the Service or any part thereof will be accessible at all
times and without any interruptions or failures. Failures in the Service can occur as a result of
failures in the internet, on Blockchains, the Planq Blockchain, and/or as a result of viruses
and/or faults and/or defects.
4.4. In order to be able to use the Service, the User needs to connect and/or import its Wallet to
the Service.
4.5. The Service is still under development and may undergo significant changes over time. Planq
Dev may make changes to such Features and specifications, all of which may mean that the
Service no longer meets Users initial expectations. User agrees to that.
4.6. The Service may fail to secure the critical involvement and cooperation of key participants.
Planq Dev and/or the Service may face competition from other entities that have more capital
or resources and offer a wider range of products and services that may outperform the
Service. Planq Dev and/or the Service may be subject to actions by private parties regarding
Intellectual Property Rights and other contractual matters. (International) laws, regulations
and/or rules applicable to technology industries, including but not limited to those relating to
blockchain technology, may affect or limit the design, implementation and operation of the
Service.
5. Pricing
5.1. Use of the Service is in principle free of charge, without prejudice to the provisions of this
Section.
5.2. The risk and expense for using the (adequate) resources for the use of the Service, such as a
mobile phone, internet connection, electricity, Wallet, and the security thereof, et cetera, is
borne by the User.
5.3. Tokens are in principle not free of charge, unless they are lawfully earned by User by staking
PLQ, by running a Planq Blockchain validator and/or by providing liquidity. Tokens can be
purchased respectively obtained to the extent there is an offer for such. Separate conditions
may apply to such an offer. Planq Dev may not be a party to such an agreement. In that
event, the User acknowledges and accepts that Planq Dev is not liable for any actions of
such a third party.
5.4. The User may have to pay Gas Fees to make use of several Features of the Service. User
agrees that paying Gas Fees are subject to fluctuating (price) changes and that paying Gas
Fees will be solely for the Users expense.
5.5. The Service itself comprises open-source or source-available self-executing Planq Smart
Contracts and/or Smart Contracts that are or may be deployed on various public Blockchains,
such as the Planq Blockchain. By using the Service the User understands that Planq Dev
does not control execution of the smart contracts and/or does not control any Blockchain.
When the User pays Gas Fees, those fees accrue to (PLQ) stakers, liquidity providers and/or
validators on the specific Blockchain. Separate conditions may apply between the User and
the concerning third party. Planq Dev is not a party to that agreement. User acknowledges
and accepts that Planq Dev is not liable for any actions of such a third party.
6. Third parties
6.1. Planq Dev has no knowledge of and/or involvement in the actions or information carried out
or made available by Users via the Service. If another User or a third party reports to Planq
Dev unlawful actions or information through use of the Service, and makes this plausible,
Planq Dev will restrict, remove or otherwise make inaccessible the actions or information in
question according to the notice-and-takedown principle known in the industry. User
acknowledges and accepts that Planq Dev is not liable for restricting, removing or otherwise
making inaccessible the relevant acts or information.
6.2. Planq Dev expressly has no involvement in the contact made between Users and/or between
User and third parties as a result of the Service nor in any agreements and/or contracts,
resulting from this contact. Planq Dev is not a party to any agreement between Users and/or
User and third parties, unless otherwise agreed.
6.3. The Service may contain links to other applications, Blockchains, platforms, services or
websites that are not managed by Planq Dev. Planq Dev has no control or authority over
them, makes no warranties or representations in relation thereto and accepts no
responsibility therefor or for any loss or damage that may arise from their use. The use of
these applications, Blockchains, platforms, services or websites of third parties may be
subject to terms of use or terms of service of the relevant third party. Planq Dev is not a party
thereto.
7. Blockchain specific risks
7.1. By accessing and using the Service, the User represents that it is financially and technically
competent enough to understand the inherent risks associated with using cryptographic and
blockchain-based systems, and that it has a working knowledge of the usage and intricacies
of IBC, EVM, and digital assets such as PLQ, Binance Coin (BNB), Ethereum (ETH), so-called
stablecoins such USD Coin (USDC), EVM-compatible Tokens, IBC-compatible Tokens, and
other digital Tokens, including but not limited to those following Ethereum Token Standards,
such as the ERC-20 standard.
7.2. The User understands that the markets for these digital assets are nascent and highly
volatile due to risk factors including (but not limited to) adoption, speculation, technology,
security, and regulation. The User understands that anyone can create a Token, including
fake versions of existing Tokens and Tokens that falsely claim to represent projects, and
acknowledge and accept the risk that the User may mistakenly trade those or other Tokens.
So-called stablecoins may not be as stable as they purport to be, may not be fully or
adequately collateralised, and may be subject to panics and runs.
7.3. The User understands that (smart contract) transactions automatically execute and settle,
and that Blockchain-based transactions are irreversible when confirmed. The User
acknowledges and accepts that the cost and speed of transacting with cryptographic and
Blockchain-based systems such as the Planq Blockchain are variable and may increase
dramatically at any time. The User further acknowledges and accepts the risk of selecting to
trade in so-called expert-modes, which can expose the User to potentially significant price
slippage and higher costs.
7.4. Blockchains can be subject to periodic congestion where transactions can be delayed or lost.
Individuals may also intentionally spam Blockchains in an attempt to gain advantage in using
the Service. The User acknowledges and understands that a Blockchain may not record the
Users transaction when the User wishes, or may not record the Users transaction at all.
7.5. The source code underlying the (components of) the Service, Tokens, Token Bridge and/or the
(Planq) Blockchain may contain errors, bugs, defects or inconsistencies that could jeopardise
the predictability, usability, functionality, stability and security. Planq Dev makes no warranty
that any errors will be identified or that the source code will be error-free. If User observes
such an error, the Users sole and exclusive remedy is to report this to Planq Dev. Planq Dev
may, at its sole discretion, replace the parts that contain an error or create a workaround.
7.6. In addition, changes or updates to the aforementioned source code or Blockchains may lead
to unexpected or unintended results that could adversely affect the utility or functionality of
the Service or related services. Changes in source code that constitute upgrades may be
necessary in connection with the development of the Service or related services, and Users
failure to participate in such upgrades may result in the loss of some or all of the Services
functionality.
7.7. Hackers or other malicious groups or organisations may attempt to disrupt the Service, or
related services, in various ways, including, but not limited to, malware attacks,
denial-of-service attacks, consensus-based attacks, Sybil attacks, smurfs and spoofing. In
addition, because Blockchains and/or the Planq Blockchain, Token Bridge and the Service are
based on open source software, there is a risk that (Planq) Blockchain (smart contracts) may
contain intentional or unintentional bugs or weaknesses that could negatively affect Service
or result in the loss of the Tokens of the User, the loss of the User's ability to access or control
the User's Tokens. In the event of such software error or weakness, there may be no remedy
and the User cannot be guaranteed any remedy, refund or compensation.
7.8. Tokens obtained by the User may be held by the User in the User's Wallet, which requires a
private key or combination of private keys for access. Accordingly, the loss of the required
private key(s) associated with the User's Wallet or Wallet in which Tokens are stored will
result in the loss of such Tokens, access to the User's balance and/or any initial balances in
Blockchains created by third parties. In addition, any third party who gains access to such
private key(s), including by accessing credentials of a hosted Wallet that the User uses, may
misuse the User's Tokens. Planq Dev is not responsible for such losses.
7.9. It is the User's responsibility to ensure that the address of the Wallet provided to Planq Dev
and/or third parties and/or connected to the Service can accept all types and categories of
Tokens, including but not limited to Planq Blockchain compliant tokens. Planq Dev is not
responsible if the Wallet provided by the User cannot accept Tokens distributed by Planq Dev,
the Service and/or third parties. The User assumes all responsibility with respect to the
foregoing and Planq Dev shall not be liable for the foregoing.
7.10. The Service and the matters set forth in the documents, including but not limited to the Planq
Documentation and other documentation sharing platforms, are new and untested. The
Service may not be completed, implemented or (fully) executed. Even if the Service is
completed, implemented or executed, it may not function as intended, and any Tokens
associated with it may not have functionality that is desirable or valuable. Technology
changes quickly and the Service and Tokens can become obsolete.
8. Token Bridge
8.1. When the User uses the Token Bridge Transaction Fees may be charged for each transaction
executed via the Token Bridge.
8.2. The aforementioned Transaction Fees may be modified by Planq Dev, in its sole discretion,
and will be payable in either the source Token or the destination Token at the discretion of
Planq Dev.
8.3. The Transaction Fee for a specific transaction will be displayed to the User of the Token
Bridge during the initiation of a transaction and must be accepted by the User before
executing such a transaction. The User hereby consents to such fees being debited from
either a combination of both of their source Token or destination Token at the time the
transaction is processed.
9. Intellectual Property Rights
9.1. Planq Dev and/or its suppliers reserve all rights not expressly granted to the User in these
Terms.
9.2. The User acknowledges and agrees that, except as specifically set forth in these Terms,
Planq Dev and/or its suppliers retain all rights, title and interest, including the Intellectual
Property Rights, in and to the Service as well as any modifications, adaptations or
translations thereof. The User acknowledges and agrees that he/she does not acquire any
rights therein, express or implied, except for the rights expressly granted under these Terms.
9.3. The User is not permitted to sell, rent out, transfer, or grant restrictive rights to the Service or
to make it available to third parties in any way or for any purpose. The User will also refrain
from granting third parties access, remotely or otherwise, to the Service and/or information or
to provide the Service and/or information to a third party.
9.4. The User is explicitly not allowed to download, reverse-engineer, copy, amend, or provide
otherwise (parts of) the Service, other materials made available to the User by means of the
Service, for direct or indirect commercial purposes or for any other purposes than the
purposes mentioned in these Terms, unless Planq Dev has provided its prior written consent
thereto, or if a mandatory or peremptory rule of law states otherwise.
9.5. The User is also not allowed to make a back-up copy of the Service.
9.6. To the extent that open source software forms part of the Service, the licensing conditions of
the relevant open source software may apply.
9.7. To the extent that third party software forms part of the Service, the licence terms of the
relevant third party shall apply. The user can obtain such licence terms from the relevant
parties.
10. Privacy
10.1. During the use of the Service, the User may provide Personal Data to Planq Dev. If so, these
Personal Data will be saved and processed in accordance with Planq Devs Privacy Policy,
and the applicable legislation with regard to the protection of Personal Data.
11. Maintenance
11.1. Planq Dev is entitled to put the Service (temporarily) out of service and/or to reduce the use of
it without any prior notification and without being obliged to pay any compensation
whatsoever to the User, if in the opinion of Planq Dev this is necessary, for instance in
connection with the reasonably required maintenance of the Service or due to force majeure
(in Dutch: overmacht). Force majeure includes, but is not limited to, unavailability of a
Blockchain, consequences of Blockchain specific risks, site or building blockades, strikes, riots,
civil disruption, war, terrorist acts, inclement weather, epidemics, pandemics, specific work
interruptions, delay in transportation, earthquake, fire, storm, flood, or water damage, delay
in or cancellation of the delivery to Planq Dev of parts, goods or services ordered from third
parties, or Governmental restrictions.
12. Liability
12.1. Planq Dev shall not be responsible or liable to the User for any loss and assume no
responsibility for, and shall not be liable to the User for any use of the Service, including but
not limited to any loss, damage or claim arising out of: (i) user error, for example if the User
forgets his password(s), incorrect transactions or mistyped addresses; (ii) server failure or
data loss; (iii) corrupted (Wallet) files; (iv) loss of Tokens.
12.2. Planq Devs liability for attributable failing (in Dutch: toerekenbare tekortkoming) in the
performance of these Terms and/or the Agreement, or any other wrongful act (in Dutch:
onrechtmatige daad) or otherwise, is excluded, insofar permitted by mandatory law.
12.3. If Planq Dev is liable to the User for damage under mandatory law, Planq Devs liability is
limited to compensation for direct damage. Under no circumstances will Planq Devs total
liability for direct damage, on whatever legal basis, exceed EUR 1,000,- (thousand euros).
12.4. Direct damage is exclusively understood to mean:
12.4.1. material damage to property;
12.4.2. reasonable costs incurred to prevent or limit direct damage that could be expected
as a result of the event on which the liability is based; and
12.4.3. reasonable costs incurred to determine the cause of the damage.
12.5. Liability of Planq Dev for indirect damage (in Dutch: indirecte schade) is excluded. Indirect
damage is understood to mean all damage not expressly designated as direct damage in the
previous paragraph, including but not limited to consequential damage (in Dutch: indirecte
schade, gevolgschade), lost profits, lost savings, losses with regard to Token prices, Token
Bridge losses, exchange rate losses, or any other financial loss, reduced goodwill, damage
due to business interruption, damage due to materials or software of third parties and
damage due to mutilation, destruction or loss of data and/or documents.
12.6. The exclusions and limitations referred to in the previous paragraphs of this Section do not
apply if and insofar as the damage is the result of intent or gross negligence on the part of
Planq Dev or its management.
12.7. Unless compliance by Planq Dev is permanently impossible, Planq Dev is only liable for
attributable failures (in Dutch: toerekenbare tekortkomingen) if the User gives Planq Dev
notice of default (in Dutch: ingebrekestelling) without delay, whereby a reasonable period is
set for remedying the shortcoming, and Planq Dev also after that period has attributably
failed in the fulfilment of its obligations. The notice of default must contain a complete and
detailed description of the failures, so that Planq Dev is given the opportunity to respond
adequately.
12.8. A condition for the exercise of any right of the User with regard to compensation is always
that the User reports the damage to Planq Dev in writing as soon as possible, but at the
latest within thirty (30) days after the damage has arisen.
12.9. Any claim for compensation against Planq Dev lapses by the mere lapse of three (3) months
after the claim arose, unless the User has instituted a legal claim for compensation before the
expiry of that period. This does not affect the User's obligation to complain.
12.10. The User agrees to defend, indemnify and hold Planq Dev harmless from any and all
third-party claim or damages (including reasonable attorneys fees) in connection with or
resulting from the use that the User makes of the Service, a violation by the User of these
Terms and/or the Agreement, and/or any unlawful activities, including but not limited to the
breach of User warrants (Section 3), Intellectual Property Rights (Section 9), and/or privacy
rights of Planq Dev and/or third parties.
13. Term and termination
13.1. Any use of the Service under these Terms and/or the Agreement is entered into for an
indefinite period.
13.2. In addition to the other remedies available to Planq Dev, Planq Dev is at all times, at its sole
discretion, or if it deems such necessary, without prior written notice or explanation and
without becoming liable to the User, entitled (but not always obliged) to:
13.2.1. take all reasonable measures in order to avert dangers regarding the Service,
Planq Dev and/or third parties;
13.2.2. take all reasonable measures in order to stop and/or mitigate (the effects of) a
breach as described in Section 3.4;
13.2.3. recover the damages caused by a breach, as described in Section 3.4, from the
User;
13.2.4. freezing of assets (in Dutch: het bevriezen of van tegoeden) within the Service,
including but not limited to Tokens, granted to the User;
13.2.5. reversing of benefits (in Dutch: het terugdraaien van voordelen), including but
limited to carrying out corrective transactions;
13.2.6. restrict, modify, adapt, (temporarily) take the Service out of use, restrict its use,
and/or terminate it. If the User does not agree with the adjustments and/or
changes made, their only option is to stop using the Service;
13.2.7. suspend (in Dutch: opschorten) or terminate (in Dutch: be�indigen) (temporarily
or permanently) the right to access and use the Service and/or use of the Tokens
by means of the Service or to ban a User from the Service, in the event that Planq
Dev, at its sole discretion and without becoming liable for compensation of
damages, deems such termination necessary. This includes, without limitation, the
Users alleged use of bots, scripts, (automated) software, due to changes in taxes,
security, corporate or other (Governmental) laws, or if Planq Dev determines in its
sole discretion that the Tokens constitutes a security or other form of financial
instrument subject to regulation by a Governmental authority, the situation where
the User does not (in time), in full or properly meet its obligations and/or
warranties, or where the User fails to comply with these Terms and/or the
Agreement;
13.2.8. (temporarily) restrict the Users activities in connection with the Service and/or
Tokens and/or to ban a User from the Service.
13.3. Planq Dev shall not be liable for any loss of Tokens or (other) assets suffered as a result of
any action as mentioned in Section 13.2.
13.4. Planq Dev is authorised to rescind (in Dutch: ontbinden) the Agreement due to an
attributable failure in the performance of the Agreement and/or these Terms if the User,
without a notice of default being necessary, is attributable failing to fulfil its obligations under
the Agreement and/or these Terms.
13.5. All provisions which are meant to survive the termination of the Agreement shall survive such
termination.
13.6. Upon termination or rescission, in any way whatsoever, of the use of the Service under these
Terms, the Users right to access the Service and use the Token(s) shall cease to exist
immediately, without any right to compensation whatsoever.
14. Applicable law and dispute resolution
14.1. These Terms are exclusively governed under the laws of The Netherlands. Unless mandatory
law provides otherwise, the laws of The Netherlands apply exclusively to the Agreement, the
Terms and the Service. The Vienna Sales Convention does not apply.
14.2. The User and Planq Dev will work together in good faith to resolve any dispute. If the Parties
are unable to resolve a Dispute within ninety (90) days after all Parties have received written
notice of such dispute, such dispute shall be finally settled by arbitration as defined in
Sections 14.3 and 14.4 below.
14.3. Any dispute shall be referred to and finally resolved by arbitration under the rules of the
Stichting Geschillenoplossing Automatisering (SGOA) in effect at the time of the arbitration.
The number of arbitrators is one (1), chosen by Planq Dev. The seat, or legal place, of
arbitration is The Hague (in Dutch: Den Haag). The language of instruction in the
arbitration proceedings is Dutch. All documents to be supplied are in Dutch.
14.4. If the User is a consumer, or if a provisional or conservatory injunction is required, the User
may initiate legal proceedings before the competent court. The competent court is the District
Court in the District of Limburg, location Maastricht, the Netherlands, unless mandatory law
stipulates otherwise.
15. Miscellaneous
15.1. The User will not assign or otherwise transfer any of his/her rights and obligations under
these Terms, without our prior written consent, but Planq Dev may assign or transfer these
Terms, in whole or in part, without restriction. Any assignment or transfer in violation of this
Section will be void. Subject to the foregoing, these Terms will be binding upon, and inure to
the benefit of, the Parties and their respective permitted successors and assigns.
15.2. These Terms constitute the entire agreement between the User and Planq Dev for your use of
the Services.
15.3. If any provision of these Terms is held by a court of competent jurisdiction to be invalid,
ineffective or unenforceable for any reason, the Parties will negotiate in good faith to amend
these Terms to best achieve the Parties' original intent, in an acceptable manner so that the
transactions contemplated hereby are carried out as fully as possible as originally
contemplated.
15.4. Planq Dev reserves the right to amend these Terms at any time. The User will be notified of
any amendments by way of notification on the Platform and/or in the Service. The new
version of the Terms will be available for viewing and downloading on the Platform and/or on
the Website. If the User continues to use the Service after these Terms have been amended
or supplemented, the User thereby irrevocably accepts the amended or supplemented Terms.
If the User does not agree with the amended or supplemented Terms, Users exclusive
remedy is to no longer use the Service and to directly terminate the Agreement.
15.5. The legal status of cryptographic Tokens, digital assets and blockchain technology is unclear
or uncertain in many jurisdictions. It is difficult to predict how and if Governmental authorities
will regulate such technologies. It is also difficult to predict how and if a Governmental
authority could make changes to existing laws, regulations and/or rules that affect, amongst
others but not limited to, Planq Dev, the (Planq) Blockchain, the Website, the Platform, the
Token Bridge, Tokens, and the Service. Such changes can negatively affect the Service in
several ways, for example by establishing that Tokens are regulated financial instruments
that require registration. Planq Dev may suspend the Service, development of the Service or
operations in any jurisdiction in the event that Governmental action makes it illegal or
commercially undesirable to continue.
15.6. The industry in which Planq Dev operates is new and may be subject to increased
surveillance and control, including investigations or enforcement actions. There can be no
assurance that Governmental authorities will not investigate Planq Devs activities and/or
take enforcement action against Planq Dev. Such activities by Governmental authorities may
or may not be the result of targeting Planq Dev in particular. All of this could subject Planq
Dev to convictions, settlements, fines or penalties, or cause Planq Dev to restructure its
operations and operations or discontinue offering certain products or services, all of which
could damage Planq Devs reputation or lead to increased operational costs, which in turn
have a material adverse effect on the Service and/or the development of the Service. The
User acknowledges and accepts these options.
15.7. The User agrees and acknowledges that all agreements, notices, disclosures and other
communications provided by Planq Dev to the User under these Terms and/or in connection
with the Users use of the Service shall be made Planq Dev in its sole discretion and may be
provided to the User in electronic form at its discretion.
***

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