Terms of Use

Last updated: June 17, 2024

1. General

These terms and conditions (“Terms”) govern the use of the Site (defined below) and the Services (defined below). These Terms also include any guidelines, announcements, additional terms, policies, and disclaimers made available or issued by us from time to time. These Terms constitute a binding and enforceable legal contract between ProtoKols Inc and its affiliates (“ProtoKols”, “we”, “us”) and you, an end user of the services (“you” or “User”) subscribing to our plans (as defined in section 3) at https://www.protokols.io/ (“Services”). By accessing, using or clicking on our website (and all related subdomains) or its mobile applications (“Site”) or accessing, using or attempting to use the Services, you agree that you have read, understood, and are bound by these Terms and that you comply with the requirements listed herein. If you do not agree to all of these Terms or comply with the requirements herein, please do not access or use the Site or the Services. In addition, when using some features of the Services, you may be subject to specific additional terms and conditions applicable to those features.

We may modify, suspend or discontinue the Site or the Services at any time and without notifying you. We may also change, update, add or remove provisions of these Terms from time to time. Any and all modifications or changes to these Terms will become effective upon publication on our Site or release to Users. Therefore, your continued use of our Services is deemed your acceptance of the modified Terms and rules. If you do not agree to any changes to these Terms, please do not access or use the Site or the Services. We note that these Terms between you and us do not enumerate or cover all rights and obligations of each party, and do not guarantee full alignment with needs arising from future development. Therefore, our privacy policy which can be viewed at the “Privacy Policy” link at the bottom of our Site, platform rules, guidelines and all other agreements entered into separately between you and us are deemed supplementary terms that are an integral part of these Terms and shall have the same legal effect. Your use of the Site or Services is deemed your acceptance of any supplementary terms too.

1.3 This Site and the Services are not available to residents of any jurisdiction in which accessing or using our protocol is prohibited, or listed on the Financial Action Task Force (FATF) Grey list or Black list, European Union Sanctions list, United Nations Sanctions list, Office of Foreign Assets Control (OFAC) Sanctions list, as updated from time to time. (each a “Restricted Country”). We reserve the right to choose markets and jurisdictions to conduct business and may restrict or refuse the access of Site and our Services in other countries or regions in our sole discretion.

2. ProtoKols Services

ProtoKols provides Users with data, content, reports and analytics in relation to their marketing management and strategy. ProtoKols collects data and content on the activity of key opinion leaders (“KOLs”) on public social media platforms including but not limited to X (previously known as Twitter).

ProtoKols Services will be accessible through your User Account and any content accessed through the Services must not be shared with any third-party individuals or corporations unless otherwise the User obtains the prior written consent by ProtoKols. During your subscription of the Plans (as defined below), we grant you a limited, non-exclusive, non-transferable right to access the Services and ProtoKols content. Except for the foregoing, no right, title or interest shall be transferred to you.

3. Plans

ProtoKols will offer Project Plans and Agency Plan (together, the “Plans” and each, a “Plan”), each as described below:

3.1 Project Plans

ProtoKols offers three different subscription plans, each with different conditions, limitations and Fee (as defined below) that may vary from time to time, as described in the table below (each a  “Project Plan”):

The detailed features associated with each Project Plan shall be accessible on the Site and in other types of communications made available to you. The Services may be updated from time to time and new additional features may be available for each of the Plans. ProtoKols will provide reasonable efforts to communicate with Users about changes to the Project Plan as may be necessary to ensure Your efficient use of the Services.

3.2 Agency Plans

ProtoKols may also offer customised plans for agencies, the terms of which shall be agreed by representatives of ProtoKols and such agencies in writing via platforms of communication including but not limited to Telegram (“Agency Plan”).

ProtoKols shall create the agency user account according to the features agreed in the Agency Plan once the payment has been completed on the Site. The specific features of the Agency Plan shall be set-out in an invoice available in the User account.

4. Billing and Cancellation

(a) Billing Cycle. The subscription fee for the Plans and any other charges you may incur in connection with your use of the Services (“Fee”), such as taxes and possible transaction fees, will be charged upfront for a period of 30 calendar days commencing on the date of subscription of the Plan (“Billing Period”) and shall be automatically renewed at the end of the Billing Period, until cancellation by one of the parties. Unless otherwise allowed by your Plan, the Fee is payable on the date which the Service is made available to you, and you have to pay the subscription fee for Plans in advance.

(b) Payment. The Site does not allow payment of the Fee in fiat currency. The payment of the Fee shall be in one of the following cryptocurrency: Tether USD (“USDT”), USD Coin (“USDC”) on an as converted to U.S. dollars basis (based on a 1:1 exchange rate of USDT/USDC into U.S. dollars). The Fee payment shall be sent to the relevant wallet address designated in writing by ProtoKols in an invoice available in the User account.  

(c) Cancellation. You can cancel your Plan at any time, and you will continue to have access to the Services through the end of your billing period. To the extent permitted by applicable law, payments are non-refundable and we do not provide refunds or credits for any partial subscription periods. To cancel, go to the Site and follow the instructions for cancellation. If you cancel your Plan, your Account will automatically be closed at the end of your current billing period.

(c) Changes to the Price and Plans. We may change the features of each of the Plans and the Fee associated with such Plans from time to time. We will notify you by email and notification in your account at least one month before any changes in the Fee or changes to your Plan will become effective. If you do not wish to accept the Fee change or change to your Plan, you can cancel your subscription before the change takes effect.

5. Eligibility

By registering to use a ProtoKols account (“Account”) or using the Services, you represent and warrant that:

1. as an individual, legal person, or other organization, you have full legal capacity and authority to agree and bind yourself to these Terms;
2. you are at least 18 or are of legal age to form a binding contract under applicable laws;
3. your use of the Services is not prohibited by applicable law and regulation, and at all times compliant with applicable law and regulation, including but not limited to regulations on anti-money laundering, anti-corruption, and counter-terrorist financing (“CTF”);
4. you are compliant with any applicable law, regulation or licensing requirement especially with any requirements imposed to virtual assets services providers or equivalent in your country of residence, incorporation or operation;
5. you have not been previously suspended or removed from using our Services;
6. you are not a citizen, resident or domiciliary in a Restricted Country, nor are you using our Services on behalf of any person or entity from a Restricted Country;
7. if you act as an employee or agents of a legal entity, and enter into these Terms on their behalf, you represent and warrant that you have all the necessary rights and authorizations to bind such legal entity; and
8. you are solely responsible for use of the Services and, if applicable, for all activities that occur on or through your user Account.

6. Identity Verification

We and our affiliates may, but are not obligated to, collect and verify information about you in order to keep appropriate record of our customers, protect us and the community from fraudulent users, and identify traces of money laundering, terrorist financing, fraud and other financial crimes, or for other lawful purposes.

All customers who wish to use the Services are required to establish an Account by:

9. providing your name, email address;
10. certifying that you are 18 years or older; and
11. accepting the terms of use and privacy policy

Notwithstanding the above minimum verification procedures, we may require you to provide or verify additional information before permitting you to use any Service.

You are solely responsible for keeping your Account credentials secure and confidential, and you accept sole responsibility for all acts or omissions associated with your Account. Any access, use and/or interaction with our Services associated with your Account shall be deemed to be your access, use, and/or interaction, and shall be binding on you, irrespective of whether you have authorized the same or not. In furtherance of the foregoing, depending on the type of Plan subscribed, your Account will be accessible by multiple users to whom you choose to grant access to your Account all of whom should be considered as Users and You will be solely responsible for their use of the Services and compliance with the present Terms.

ProtoKols may refuse, in its sole discretion, to open an Account for you. We may also: (a) suspend, restrict, or terminate your access to any or all of the Services; (b) deactivate or cancel your Account; or (c) blacklist you from opening any future Accounts with us, if we reasonably suspect you of using your Account in connection with any prohibited use or business; your use of your Account or our Services is subject to any pending litigation, investigation, or government proceeding and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your activity; or you take any action that we deem as circumventing our controls, including, but not limited to, opening multiple accounts or abusing promotions which we may offer from time to time.

In addition to providing such information, you agree to allow us to keep a record of that information during the period for which your Account is active and within five (5) years after your Account is closed. You also authorize us to share your submitted information and documentation to third parties to verify the authenticity of such information. We may also conduct necessary investigations directly or through a third party to verify your identity or protect you and/or us from financial crimes, such as fraud, and to take necessary action based on the results of such investigations.      We will collect, use and share such information in accordance with our privacy policy.      

After registration, you must ensure that the information is true, complete, and timely updated when changed. If there are any grounds for believing that any of the information you provided is incorrect, false, outdated or incomplete, we reserve the right to send you a notice to demand correction, directly delete the relevant information, and as the case may be, terminate all or part of the Services we provide for you. You shall be fully liable for any loss or expense caused to us during your use of the Services. You hereby acknowledge and agree that you have the obligation to keep all the information accurate, update and correct at all times.

We reserve the right to confiscate any and all funds that are found to be in violation of relevant and applicable AML or CFT laws and regulations, and to cooperate with the competent authorities when and if necessary.

7. Restrictions

You shall not use the Services in any manner except as expressly permitted in these Terms. Without limiting the generality of the preceding sentence, you may NOT:

1. use the Services in any dishonest or unlawful manner, for fraudulent or malicious activities, or in any manner inconsistent with these Terms;
2. violate applicable laws or regulations in any manner;
3. infringe any proprietary rights, including but not limited to copyrights, patents, trademarks, or trade secrets of ProtoKols;
4. use the Services to transmit any data or send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware, or any other harmful programmes or computer code designed to adversely affect the operation of any computer software or hardware;
5. use any deep linking, web crawlers, bots, spiders or other automatic devices, programs, scripts, algorithms or methods, or any similar or equivalent manual processes to access, obtain, copy, monitor, replicate or bypass the Site or the Services;
6. make any back-up or archival copies of the Site or any part thereof, including disassembling or de-compilation of the Site;
7. violate public interests, public morals, or the legitimate interests of others, including any actions that would interfere with, disrupt, negatively affect, or prohibit other Users from using the Services;
8. use the Services for market manipulation (such as pump and dump schemes, wash trading, self-trading, front running, quote stuffing, and spoofing or layering, regardless of whether prohibited by law);
9. attempt to access any part or function of the Site without authorization, or connect to the Site or Services or any ProtoKols servers or any other systems or networks of any the Services provided through the services by hacking, password mining or any other unlawful or prohibited means;
10. probe, scan or test the vulnerabilities of the Site or Services or any network connected to the properties, or violate any security or authentication measures on the Site or Services or any network connected thereto;
11. reverse look-up, track or seek to track any information of any other Users or visitors of the Site or Services;
12. take any actions that imposes an unreasonable or disproportionately large load on the infrastructure of systems or networks of the Site or Services, or the infrastructure of any systems or networks connected to the Site or Services;
13. use any devices, software or routine programs to interfere with the normal operation of any transactions of the Site or Services, or any other person’s use of the Site or Services; or
14. forge headers, impersonate, or otherwise manipulate identification, to disguise your identity or the origin of any messages or transmissions you send to ProtoKols or the Site.

By accessing the Services, you agree that we have the right to investigate any violation of these Terms, unilaterally determine whether you have violated these Terms, and take actions under relevant regulations without your consent or prior notice.

8. Termination

ProtoKols may terminate, suspend, or modify your access to the Services, or any portion thereof, immediately and at any point, at its sole discretion. ProtoKols will not be liable to you or to any third party for any termination, suspension, or modification of your access to the Services. Upon termination of your access to the Services, these Terms shall terminate, except for those clauses that expressly or are intended to survive termination or expiry.

9. Disclaimers

OUR SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU HAVE NOT RELIED UPON ANY OTHER STATEMENT OR AGREEMENT, WHETHER WRITTEN OR ORAL, WITH RESPECT TO YOUR USE AND ACCESS OF THE SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. PROTOKOLS DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SITE, ANY PART OF THE SERVICES, INCLUDING MOBILE SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE AND WILL NOT BE LIABLE FOR ANY LOSSES RELATING THERETO. PROTOKOLS DOES NOT REPRESENT OR WARRANT THAT THE SITE, THE SERVICES OR ANY MATERIALS OF PROTOKOLS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NONE OF PROTOKOLS OR ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS WILL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, INTANGIBLE OR CONSEQUENTIAL LOSSES OR DAMAGES ARISING OUT OF OR RELATING TO:

1. ANY PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF PROTOKOLS OR ITS AFFILIATES;
2. ANY AUTHORIZED OR UNAUTHORIZED USE OF THE SITE OR SERVICES, OR IN CONNECTION WITH THIS AGREEMENT;
3. ANY INACCURACY, DEFECT OR OMISSION OF ANY DATA OR INFORMATION ON THE SITE;
4. ANY ERROR, DELAY OR INTERRUPTION IN THE TRANSMISSION OF SUCH DATA;
5. ANY DAMAGES INCURRED BY ANY ACTIONS, OMISSIONS OR VIOLATIONS OF THESE TERMS BY ANY THIRD PARTIES; OR
6. ANY DAMAGE CAUSED BY ILLEGAL ACTIONS OF OTHER THIRD PARTIES OR ACTIONS WITHOUT AUTHORIZED BY PROTOKOLS.

EVEN IF PROTOKOLS KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE, EXCEPT TO THE EXTENT OF A FINAL JUDICIAL DETERMINATION THAT SUCH DAMAGES WERE A RESULT OF OUR GROSS NEGLIGENCE, ACTUAL FRAUD, WILLFUL MISCONDUCT OR INTENTIONAL VIOLATION OF LAW OR EXCEPT IN JURISDICTIONS THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES. THIS PROVISION WILL SURVIVE THE TERMINATION OF THESE TERMS.

10. Intellectual Property

All present and future copyright, title, interests in and to the Services, registered and unregistered trademarks, design rights, unregistered designs, database rights and all other present and future intellectual property rights and rights in the nature of intellectual property rights that exist in or in relation to the use and access of the Site and the Services are owned by or otherwise licensed to ProtoKols. Subject to your compliance with these Terms, we grant you a non-exclusive, non-sub license, and any limited license to merely use or access the Site and the Services in the permitted hereunder.

Except as expressly stated in these Terms, nothing in these Terms should be construed as conferring any right in or license to our or any other third party’s intellectual rights.

If and to the extent that any such intellectual property rights are vested in you by operation of law or otherwise, you agree to do any and all such acts and execute any and all such documents as we may reasonably request in order to assign such intellectual property rights back to us.

You agree and acknowledge that all content on the Site must not be copied or reproduced, modified, redistributed, used, created for derivative works, or otherwise dealt with for any other reason without being granted a written consent from us.

Third parties participating on the Site may permit us to utilise trademarks, copyrighted material, and other intellectual property associated with their businesses. We will not warrant or represent that the content of the Site does not infringe the rights of any third party.

You may voluntarily post, submit or otherwise communicate to us, including through third party channels (e.g., social media or Discord), any questions, comments, suggestions, ideas, original or creative materials or other information about the Services (collectively, “Feedback”). By posting or submitting any Feedback to us, you hereby irrevocably grant to us a perpetual, worldwide, unlimited, royalty-free, and fully transferable and sublicensable licence to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such Feedback (in whole or in part) in any media and to exploit and incorporate the Feedback into other works in any format or medium now known or later developed, without restriction, without attribution, and free of charge without any obligation to compensate you or anyone else. You understand that we are not obligated to keep any Feedback confidential or refrain from using or disclosing it in any way for commercial and non-commercial purposes, and you agree to waive and never to assert any privacy, publicity, moral or other similar rights in connection with such Feedback.

11. Independent Parties

ProtoKols is an independent contractor but not an agent of you in the performance of these Terms. These Terms shall not be interpreted as facts or evidence of an association, joint venture, partnership or franchise between the parties.

12. Indemnification

You agree to indemnify and hold harmless ProtoKols and its affiliates and their respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers or contractors from and against any potential or actual claims, actions, proceedings, investigations, demands, suits, costs, expenses and damages (including attorneys’ fees, fines or penalties imposed by any regulatory authority) arising out of or related to:

1. your use of, or conduct in connection with, the Site or Services;
2. your breach or our enforcement of these Terms; or
3. your violation of any applicable law, regulation, or rights of any third party during your use of the Site or Services.

If you are obligated to indemnify ProtoKols and its affiliates and their respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers or contractors pursuant to these Terms, ProtoKols will have the right, in its sole discretion, to control any action or proceeding and to determine whether ProtoKols wishes to settle, and if so, on what terms.

Your obligations under this indemnification provision will continue even after these Terms have expired or been terminated.

13. Confidentiality

You acknowledge that the Services contain ProtoKols and its affiliates’ trade secrets and confidential information. You agree to hold and maintain the Services in confidence, and not to furnish any other person any confidential information of the Services or the Site. You agree to use a reasonable degree of care to protect the confidentiality of the Services. You will not remove or alter any of ProtoKols or its affiliates’ proprietary notices. Your obligations under this provision will continue even after these Terms have expired or been terminated.

14. Anti-Money Laundering

ProtoKols expressly prohibits and rejects the use of the Site or the Services for any form of illicit activity, including money laundering, terrorist financing or trade sanctions violations. By using the Site or the Services, you represent that you are not involved in any such activity.

15. Force Majeure

ProtoKols shall have no liability to you if it is prevented from or delayed in performing its obligations or from carrying on its Services and business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, failure of a utility service or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation, or direction.

16. Jurisdiction and Governing Law

The parties shall attempt in good faith to mutually resolve any and all disputes, whether of law or fact, and of any nature whatsoever arising from or with respect to these Terms. These Terms and any dispute or claim arising out of or in connection with the Services or the Site shall be governed by, and construed in accordance with, the laws of the British Virgin Islands.

The parties agree to attempt to resolve any dispute, controversy, claim or difference of any kind whatsoever which arises out of or is related to these Terms or the Services or any breach of these Services by discussions and consultations in good faith for a period of fourteen (14) days after written notice has been sent by one party to the other party (“Consultation Period”).

Any dispute that is not resolved after the Consultation Period shall be subject to the exclusive jurisdiction and competence of the Court of the British Virgin Islands.

Any Dispute arising out of or related to these Terms is personal to you and us and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a dispute as a representative of another individual or group of individuals. Further, a dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.

17. Severability

If any provision of these Terms is determined by any court or other competent authority to be unlawful or unenforceable, the other provisions of these Terms will continue in effect.

If any unlawful or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the clause, in which case the entirety of the relevant provision will be deemed to be deleted).

18. Notices

All notices, requests, demands, and determinations for us under these Terms (other than routine operational communications) shall be sent to support@protokols.io.

19. Assignment

You may not assign or transfer any right to use the Services or any of your rights or obligations under these Terms without prior written consent from ProtoKols, including any right or obligation related to the enforcement of laws or the change of control. ProtoKols may assign or transfer any or all of its rights or obligations under these Terms, in whole or in part, without notice or obtaining your consent or approval.

20. Third Party Rights

No third party shall have any rights to enforce any terms contained herein.

21. Third Party Website Disclaimer

Any links to third party websites from our Services does not imply endorsement by us of any product, service, information or disclaimer presented therein, nor do we guarantee the accuracy of the information contained on them. If you suffer loss from using such third party product and service, we will not be liable for such loss. In addition, since we have no control over the terms of use or privacy policies of third-party websites, you should carefully read and understand those policies.