Terms of Service - Frenly Protocol

1. Welcome to Frenly Protocol

These are the terms on which Halza Limited S.A., a company incorporated under the laws of the Republic of Panama with registration number (Folio) 155732306 and registered office at Vía España, Torre Banco Delta, Piso 6, Ciudad de Panamá, República de Panamá ("Frenly", "we", "us" and "our") makes available the Website, Documentation, and Apps (together, the "Services") as further defined below.

Before making use of any of our Services (or the Protocol) please make sure you have read and understood the information about risk set out in our Risk Notice available at: [URL to be inserted] ("Risk Notice").

Our Services include: (a) making available our website getfrenly.com ("Website") and documentation accessible at [docs URL when available] ("Documentation") for information purposes; (b) making available certain web-based applications via app.getfrenly.com along with other apps we might make available from time to time which refer to these terms (together, the "Apps").

By accessing or using any of our Services you confirm your acceptance of these terms (the "Agreement") and that you have read and understand our Risk Notice. If you do not accept these terms, you may not access or use our Services.

Our Apps may provide access to a decentralized protocol (the "Protocol") deployed on various EVM (Ethereum Virtual Machine) blockchains. The Protocol is designed to help users create smart wallet systems that allow token distribution with contract-enforced daily sell limits. The Apps may allow you to access the Protocol, but they are not the exclusive means of doing so.

The Protocol is run by smart contracts deployed on relevant blockchains. We are not responsible for the operation of the Protocol, or the execution of transactions submitted to or via the Protocol. You should note that, just as you can access email protocols such as SMTP through multiple email clients, you can access the Protocol through dozens of web or mobile interfaces.

We may modify our Services and these terms from time to time. All changes to these terms, once published on this page, are effective when you next access or use any of the Services, so please be sure to revisit these terms on a regular basis. If you do not agree with any changes you must immediately stop accessing or using the Services.

2. Eligibility

You may not access or use the Services if you are (a) the subject of economic or trade sanctions or otherwise designated on any list of prohibited or restricted parties (including but not limited to the lists maintained by the United Nations Security Council, the U.S. Office of Foreign Assets Control, the U.S. Department of Commerce, and the European Union or its Member States) or (b) a citizen of, or resident or organized in, a jurisdiction or territory that is subject to comprehensive country-wide or territory-wide economic sanctions.

You warrant and represent that your access and use of the Services will fully comply with all applicable laws and regulations, and that you will not access or use the Services to conduct, promote, or otherwise facilitate any illegal activity.

3. Limited Licence and Termination Rights

Subject to your compliance with this Agreement we grant you a non-transferable, non-exclusive, non-sub-licensable, revocable licence to access and use such Services as we make available from time to time.

You can choose to stop accessing and using the Services at any time, for any reason in your sole discretion.

We can prevent you from accessing or using the Services at any time, temporarily or permanently, for any reason in our sole discretion. Please note that the Protocol is global and permissionless; you will still be able to access it if we withdraw the Services.

4. Privacy

Our Privacy Policy (available at /privacy) describes how we process personal data in relation to the Services.

5. Prohibited Activity

You agree not to engage in, or attempt to engage in, any of the following categories of prohibited activity in relation to your access and use of the Services:

6. Not Registered with Any Financial Authority

We are not registered with or authorised by any financial regulatory authority. You understand and acknowledge that we do not create token distributions on your behalf or otherwise, nor do we collect or earn fees from your interactions with the Protocol. We also do not facilitate the execution or settlement of your transactions, which occur entirely on the publicly distributed Ethereum Virtual Machine blockchains where the Protocol is deployed.

7. Non-Solicitation; No Investment Advice

You acknowledge and agree that you have not received any solicitation from us in connection with any transactions, and that we do not conduct a suitability review of any transactions you might submit using the Services.

All data, content, information, or other material available through the Services is for informational purposes only and should not be construed as investment advice, financial advice, trading advice, or any other sort of advice. You should not take, or refrain from taking, any action based on any information available through the Services. We do not make any investment recommendations to you or opine on the merits of any investment transaction or opportunity. You alone are responsible for determining whether any investment, investment strategy or related transaction is appropriate for you based on your personal investment objectives, financial circumstances, and risk tolerance.

8. No Warranties

The Services are provided on an "AS IS" and "AS AVAILABLE" basis. To the fullest extent permitted by law, we disclaim any representations and warranties of any kind, whether express, implied, or statutory, including (but not limited to) any representations or warranties of merchantability, quality, non-infringement, and fitness for a particular purpose. You acknowledge and agree that your use of the Services is at your own risk. We do not represent or warrant that access to the Services will be continuous, uninterrupted, timely, or secure; that information available through the Services will be accurate, reliable, complete, or current; or that the Services will be free from errors, defects, viruses, or other harmful elements. No advice, information, or statement that we make should be treated as creating any warranty or amounting to any representation concerning the Services. We do not endorse, guarantee, or assume responsibility for any advertisements, offers, or statements made by third parties concerning the Services.

9. Non-Custodial and No Fiduciary Duties

The Services do not include or facilitate custody, back-up, or other functions in relation to your digital assets, wallet, private or public keys, or any other data. You are solely responsible for the custody of the cryptographic private keys to the digital asset wallets you hold. Neither this Agreement nor our provision of any Services are intended to, and you agree they shall not, create or impose any fiduciary duties on us. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, discharged, and eliminated. You further agree that the only duties and obligations that we owe you are those set out expressly in this Agreement.

10. You are Responsible for your Taxes and Duties

You bear sole responsibility for paying any and all taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority associated with your use of the Services, and/or payable as the result of using, transferring, receiving, or otherwise dealing in cryptoassets or interacting with the Protocol or any other smart contracts. Blockchain-based transactions are novel, and their tax treatment is uncertain. We therefore recommend you seek professional tax advice when dealing in cryptoassets.

11. Compliance Obligations

By accessing or using the Services, you acknowledge and agree that you are solely and entirely responsible for compliance with all laws and regulations that may apply to you and such use of the Services by you.

12. Assumption of Risk

By accessing and using the Services, you warrant and represent that you are financially and technically sophisticated enough to understand the inherent risks associated with using cryptographic and blockchain-based systems, and that you have a working knowledge of the usage and intricacies of cryptoassets such as Bitcoin (BTC), Ether (ETH), and other digital tokens such as those following the Ethereum Token Standards (ERC-20 and ERC-721) and that blockchain-based transactions are irreversible.

You further acknowledge and understand that the markets for these cryptoassets are highly volatile and influenced by a variety of circumstances and factors including (without limitation) in relation to adoption, speculation, technology, security, and regulation. You acknowledge and accept that the reliability, cost, and speed of transacting with cryptographic and blockchain-based systems such as the Protocol, Ethereum (and other EVM blockchains) are variable and may vary dramatically at any time. You further acknowledge and accept the risk that your cryptoassets may lose some or all value while they are being distributed via the Protocol. You understand 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 you may mistakenly interact with those tokens or that tokens distributed through the Protocol may have no value. You further acknowledge that we are not responsible for any of these variables or risks, do not own or control the Protocol, and cannot be held liable for any resulting losses that you experience while accessing or using the Services to interact with the Protocol. Accordingly, you understand and agree to assume full responsibility for all of the risks of accessing and using the Services to interact with the Protocol.

You further acknowledge additional risks including but not limited to: smart contract vulnerabilities that could result in total loss; permanent loss of assets if private keys are lost or compromised; the Protocol's daily sell limits which may restrict token sales; absence of regulatory protection or deposit insurance; potential tax obligations; cybersecurity threats including hacking and phishing; and the complexity of smart wallet systems. You warrant that you will only risk assets you can afford to lose entirely and have sought appropriate professional advice.

13. Third-Party Resources and Promotions

The Services may contain references or links to third-party resources, including (but not limited to) information, materials, products, or services, that we do not own or control. In addition, third parties may offer promotions related to your access and use of the Services. We do not endorse or assume any responsibility for any such resources or promotions. If you access any such resources or participate in any such promotions, you do so at your own risk. You agree we shall have no liability in relation to your use of any such resources or participation in any such promotions.

14. Release of Claims

You expressly agree that you assume all risks in connection with your access and use of the Services and your interaction with the Protocol. You further expressly waive and release us from any and all liability, claims, causes of action, or damages arising from or in any way relating to your use of the Services and your interaction with the Protocol.

15. Intellectual Property

You acknowledge that we (or our licensors) own the intellectual property rights in the content on our Website, in the Documentation and in the Apps.

We (and our licensors) created the Protocol, and it may be provided subject to open source or proprietary licences. Any improvements or developments of the Website, the Documentation and/or the Apps identified through our interactions with you are automatically assigned to us, and you hereby assign to us any intellectual property rights in such improvements or developments.

You also grant us a licence to use any contributions you make to the Services for the purposes of us providing and developing the Services.

16. Indemnity

You agree to hold harmless, release, defend, and indemnify us and our officers, directors, employees, contractors, agents, affiliates, and subsidiaries from and against all claims, damages, obligations, losses, liabilities, costs, and expenses arising from: (a) your access and use of the Services; (b) your violation of any term or condition of this Agreement, the right of any third party, or any applicable law, rule, or regulation; and (c) any other party's access and use of the Services with your assistance or using any device or account that you own or control.

17. Limitation of Liability

We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents, or subcontractors and for fraud or fraudulent misrepresentation. Subject to the foregoing and applicable law:

(a) we exclude all implied conditions, warranties, representations, or other terms that may apply to our Services or your use thereof. We will not be liable to you for any loss or damage, whether in contract, tort (including negligence or infringement of intellectual property rights), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with: (i) use of, or inability to use, our Services; (ii) use of or reliance on any content or information made available through our Services; (iii) loss of data, cryptocurrency, blockchain assets, other intangible property, profits, sales, business, or revenue; (iv) business interruption; (v) loss of anticipated savings; (vi) loss of business opportunity, goodwill or reputation; or (vii) any indirect, special, exemplary, or consequential loss or damage;

(b) our total aggregate liability (and that of our officers, directors, employees, contractors, agents or affiliates) to you in contract, tort (including negligence) breach of statutory duty or otherwise arising under or in connection with this Agreement or your use of the Services, shall not exceed USD $100.

18. Governing Law

This Agreement, including its subject matter and formation, is governed by the laws of the Republic of Panama. You and we both agree that the courts of Panama will have jurisdiction in respect of any disputes arising under or in connection with this Agreement. However, we retain the right to bring proceedings against you for breach of this Agreement in your country of residence or any other relevant country.

19. Entire Agreement

These terms constitute the entire agreement between you and us with respect to the subject matter hereof. This Agreement supersedes all prior or contemporaneous written and oral agreements, communications, and other understandings (if any) relating to its subject matter.

20. Assignment

We can assign our rights and transfer our obligations under these Terms to another entity if we transfer our business as a result of a corporate reorganization or a business sale. If we do this, we will let you know. Due to the nature of the licence we grant to you under clause 3, you are not able to assign your rights or transfer your obligations under these Terms to anyone else without our prior consent.

21. Contact Information

If you have any questions about these Terms, please contact us at: support@getfrenly.com