Terms of Use - APPENDIX A
(Integral Part of Cortensor Terms of Use)
Effective Date: Sep 4, 2025
This Appendix is hereby incorporated into and forms an integral part of the Cortensor Terms of Use (“Terms”) and supplements the protections afforded to the Company under the Terms. The provisions contained herein are effective immediately upon posting on the Website or Platform and shall apply retroactively to all past and present purchases, ownership, and use of $COR tokens and Services, to the fullest extent permitted by law. By continuing to use the Services, holding $COR tokens, or accessing any aspect of the Cortensor ecosystem after the Effective Date, all Users expressly agree that these provisions are binding upon them with immediate and retroactive effect. For the avoidance of doubt, these Terms (as amended from time to time) apply to all $COR tokens regardless of the method or date of acquisition, including without limitation tokens purchased, granted, airdropped (Free Supply), issued under contracts (Contractual Supply), or acquired as Sniped Supply. Future amendments to the Terms may be introduced through additional appendices, which shall be incorporated by reference, posted on the Website, and referenced in the Acceptance section of the Terms.
JURISDICTIONAL EXPANSION AND LEGAL SUBMISSION
User irrevocably consents to the exclusive jurisdiction of courts, arbitral institutions, and regulatory bodies in the Republic of Panama for all disputes, controversies, investigations, or enforcement actions connected with the Services or $COR tokens, or any actions related to token issuance, use, or migration.
To the fullest extent permitted by law, User waives any sovereign immunity defenses, diplomatic immunity, or other jurisdictional defenses that may be applicable, in any proceedings related to these Terms or the use of Cortensor’s Services.
These Terms and this Appendix shall be governed exclusively by the laws of Panama, regardless of:
the User’s nationality, residency, or domicile;
the location of token acquisition or use of Services; or
any conflict-of-law principles under international law.
User consents to the extraterritorial enforcement of any judgments, arbitral awards, or regulatory actions arising under these Terms, including cooperation with international authorities as permitted by law.
In the event of conflicting jurisdictional requirements (e.g., between Panama and the User’s local jurisdiction), User agrees that Panama’s laws and jurisdiction shall take precedence, and User shall comply with any additional requirements imposed by Panama law.
REGULATORY SHIELD AND USER ACKNOWLEDGMENTS
Non-Security Representation: User acknowledges that the $COR token and all related digital assets are not securities, commodities, derivatives, or regulated financial instruments under the laws of any jurisdiction.
Waiver of Claims: User irrevocably waives any claims arising under securities, commodities, or investment laws, including alleged violations, misclassifications, or regulatory non-compliance.
Sophisticated Participant Representation: User represents and warrants that they are:
a sophisticated, experienced, and informed participant in blockchain, digital assets, and emerging technologies;
capable of bearing the risks, including total loss of value of tokens; and
not relying on any representation, guarantee, or financial advice from the Company.
Independent Due Diligence: User affirms that all decisions related to the Services and $COR tokens are based solely on their own investigation and judgment.
SUPPLY CLARIFICATIONS
Free Supply: Tokens distributed without monetary consideration (“Free Supply”) remain fully revocable, cancellable, or subject to reallocation by the Company, at its sole discretion. Acceptance of Free Supply confers no permanent right, entitlement, or claim against the Company.
Contractual Supply: Tokens issued pursuant to contracts, employment, or service arrangements (“Contractual Supply”) are conditional upon full performance and compliance by the recipient. Breach, misconduct, fraud, or termination of relationship shall result in immediate forfeiture, clawback, or blacklisting.
Sniped Supply:
Definition: “Sniped Supply” means any tokens acquired through automated scripts, bots, exploitations of technical flaws, latency arbitrage, manipulative activity, or opportunistic methods inconsistent with the intended fair distribution of tokens.
Determination: The existence of “Sniped Supply” shall be determined solely and conclusively by the Company, without requirement of proof, external validation, or appeal.
Consequences: All Sniped Supply shall be deemed voidable and subject to confiscation, blacklisting, or destruction at the Company’s election, without compensation to the User.
Audit and Clawback Rights: Cortensor reserves the right to conduct audits of any $COR token holdings to verify compliance with these Terms, contractual agreements, or applicable laws. If Cortensor determines that tokens were acquired or used in violation of these Terms or applicable regulations, Cortensor may claw back such tokens, including Free Supply, Contractual Supply, or Sniped Supply, without notice or liability.
Token Freezing: Cortensor may freeze any $COR tokens held in a User’s wallet or account if it suspects misuse, fraud, or regulatory non-compliance, pending investigation or resolution. Users waive any claims for losses or damages resulting from such freezes.
Transparency and Reporting: Cortensor may publish reports or notifications regarding token revocations, blacklisting, or clawbacks to maintain transparency with the community, without disclosing sensitive User information, unless required by law.
Token Governance Modifications: Cortensor reserves the right to modify token governance mechanisms, including but not limited to staking, voting, or reward structures, at its sole discretion. Users waive any claims arising from such modifications.
EXPANDED COMPANY IMMUNITY
No Fiduciary Duties: The Company owes no fiduciary duties, duties of good faith, duties of fair dealing, or other implied obligations to Users.
No Equitable Defenses: User waives all defenses based on unconscionability, duress, misrepresentation, mistake, undue influence, or other equitable doctrines in connection with these Terms.
Express Warranties Only: No warranties, covenants, or obligations shall be implied into these Terms by operation of law or otherwise. All obligations of the Company are strictly limited to those expressly set forth in the Terms and this Appendix.
ENHANCED LIMITATION OF LIABILITY AND INDEMNITY
Maximum Liability: The aggregate liability of the Company to any User, under any theory of law or equity, shall be capped at USD $1.00, regardless of the nature of the claim or damages alleged.
User’s Legal Fee Obligation: In the event of any dispute, claim, or investigation, the User shall bear and promptly reimburse the Company for all reasonable attorneys’ fees, arbitration costs, and court costs, in addition to their own.
Regulatory Indemnity: User shall indemnify, defend, and hold harmless the Company, its affiliates, officers, directors, employees, and partners from any claims, penalties, fines, or liabilities arising out of:
regulatory or governmental investigations targeting the User’s activities;
violations of law by the User; or
third-party claims connected to the User’s use of Services or acquisition of tokens.
COMPLIANCE WITH EMERGING TECHNOLOGIES
Blockchain and AI Regulations: User acknowledges that the Services and $COR tokens operate in a rapidly evolving technological and regulatory environment. Cortensor may modify, suspend, or terminate Services or token functionality to comply with emerging regulations related to blockchain, decentralized finance, artificial intelligence, or other technologies, without liability to the User.
Proactive Monitoring: Cortensor reserves the right to monitor User activities on the Platform to ensure compliance with emerging technological regulations, including but not limited to those related to AI model usage, data processing, or decentralized network operations.
User Cooperation: User agrees to provide any information or documentation requested by Cortensor to comply with regulations governing emerging technologies, including but not limited to AI ethics standards, blockchain transaction reporting, or data sovereignty requirements.
No Liability for Technological Changes: Cortensor shall not be liable for any losses or damages resulting from changes to the Services or $COR tokens necessitated by technological advancements, protocol upgrades, or regulatory requirements.
DISPUTE RESOLUTION TIMELINE
Informal Resolution Period: Any dispute, controversy, or claim arising out of or relating to these Terms or the Services must be raised with Cortensor in writing within thirty (30) days of the event giving rise to the dispute. Failure to raise the dispute within this period constitutes a waiver of the claim.
Mediation Requirement: If informal negotiations fail to resolve the dispute within thirty (30) days, the parties agree to engage in mandatory mediation conducted by a neutral third-party mediator in Panama, under the rules of The Arbitration and Settlement Centre of Panama (CECAP). Mediation costs shall be split equally between the parties, unless otherwise agreed.
Arbitration Process: If mediation fails to resolve the dispute within sixty (60) days, the dispute shall be submitted to binding arbitration in Panama under the rules of CECAP and The Center of Dispute Resolutions (CESCON). The arbitration shall be conducted in English by a single arbitrator, and the decision shall be final and binding. Each party shall bear its own legal costs, with arbitration fees allocated as determined by the arbitrator.
Exceptions for Urgent Matters: Notwithstanding the above, Cortensor may seek immediate injunctive or equitable relief in a court of competent jurisdiction in Panama for matters involving intellectual property infringement, breach of confidentiality, or other urgent issues requiring immediate action, without adhering to the informal resolution or mediation periods.
No Class Actions: All disputes shall be resolved on an individual basis. User waives any right to participate in class, collective, or representative actions or arbitrations against Cortensor.
Confidentiality of Disputes: All dispute resolution proceedings, including negotiations, mediation, and arbitration, shall be confidential, and neither party shall disclose details of the dispute or proceedings to third parties, except as required by law or to enforce an arbitral award.
FORCE MAJEURE EXPANSION
Extended Force Majeure Events: In addition to the events listed in Section 24 of the Terms, Force Majeure Events include blockchain-specific events such as network forks, protocol upgrades, consensus failures, smart contract vulnerabilities, or significant changes in blockchain network operations beyond Cortensor’s control.
No Liability for Blockchain Events: Cortensor shall not be liable for any losses or damages resulting from blockchain-specific Force Majeure Events, including but not limited to loss of token access, value depreciation, or service interruptions.
Extended Suspension Period: Cortensor may extend the suspension of its obligations under these Terms for the duration of any Force Majeure Event, including blockchain-specific events, without liability to the User.
SEVERABILITY AND RETROACTIVITY
Severability: If any provision of this Appendix or the Terms is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. The invalid or unenforceable provision shall be interpreted to fulfill as closely as possible the original intent of the provision, to the extent permitted by law.
Retroactive Application: The provisions of this Appendix apply retroactively to all past and present purchases, ownership, and use of $COR tokens and Services, to the fullest extent permitted by law. Users waive any claims based on the retroactive application of these provisions.
Survival of Provisions: All provisions of this Appendix, including but not limited to jurisdictional, regulatory, immunity, liability, token issuance, dispute resolution, and user conduct clauses, shall survive the termination or expiration of these Terms and remain in full force and effect for a period of five (5) years, unless otherwise specified.
PRECEDENCE AND ENFORCEMENT
In case of conflict between this Appendix and the Terms, this Appendix shall prevail to the extent necessary to maximize the Company’s protection.
If any provision of this Appendix is found invalid or unenforceable, the remainder shall remain in full force and effect.
ACKNOWLEDGMENT
By continuing to use the Services or hold tokens, User confirms that they:
have read, understood, and accepted this Appendix;
waive any requirement of individualized negotiation or notice; and
agree that this Appendix is binding on all prior and future use of the Services.
Last updated