Terms of Use

1. INTRODUCTION

These Terms of Use ("Terms") are entered into and form a binding agreement between Chronicle ("Chronicle", "we", "us", or "our" respectively) and you, either individually or on behalf of the company, legal entity, DAO, or other structure (collectively "organization") you represent ("you").

Anytime you access or use any Service covered by these Terms, you agree to these Terms in their current version. If you do not agree, you must not access or use the Services. If you access or use the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms. In such case, "you" includes both you and that organization.

2. SCOPE

These Terms govern your access to and use of:

• the website located at www.chroniclelabs.org and any associated subdomains and websites operated by Chronicle ("Website");
• resources and materials made available through the Website, including product pages, solution pages, documentation, tutorials, discussion forums, blog posts, case studies, code samples, press materials, and other public facing materials;
• Chronicle's web-interface and related public data displays and verifications, views, charts, tables, outputs, and visualizations made available through the Website ("Dashboard"); and
• if Chronicle makes them available under these Terms, certain Protocol-related functionalities and services, Frontends, and promotional campaigns as may be further described below.

The Website, Dashboard and other public-facing services covered by these Terms are collectively referred to as the "Services". Some Services may require interaction with a blockchain network, wallet, or other third-party infrastructure or service. Those infrastructures or services are not operated by Chronicle and may impose fees, restrictions or dependencies that Chronicle does not control and is not responsible or liable for.

Chronicle may facilitate or offer additional technical services, such as data services and oracle deployment services, integrations services, maintenance services, APIs and other data sharing services, or other commercial and non-commercial or customer-specific offerings. Such additional services, if offered by Chronicle, may be subject to a separate agreement between customers and Chronicle. If you have entered into such a separate agreement with Chronicle governing certain services, that agreement prevails with respect to such services, unless explicitly agreed otherwise between the parties.

The Website may describe products, capabilities, or services that are not offered under these Terms. Nothing on the Website requires Chronicle to provide any service unless Chronicle has expressly agreed to do so in a separate agreement.

Access to and use of any data made available by Chronicle through any on-chain data feed is subject to a separate User Disclaimer.

3. WEBSITE

The Website provides public information about Chronicle, the Protocol and the related ecosystem, products, services, integrations, infrastructure, and initiatives. Public resources may include documentation, tutorials, code samples, blog content, case studies, press materials, company information, and similar materials.

The Website and public resources are provided for general informational purposes only. They may change at any time and may not reflect the most current roadmap, commercial terms, technical specifications, availability, or legal position. Any information is provided 'as is' and 'as available'. Chronicle does not warrant the actuality, completeness, correctness, accuracy or suitability-for-a-specific-purpose of any of the content of the Website or the public resources. The Website may contain statements that constitute 'forward-looking statements'. Any such statements are inherently uncertain. Chronicle has no obligation to update them and makes no representations or warranty regarding such statements.

4. DASHBOARD

Chronicle may make the Dashboard available as an interface that displays data and outputs generated by Chronicle oracle infrastructure and data services, including single data points, data verifications, metrics, tables, feeds and other related information. Content on the Dashboard may be delayed, incomplete, corrected, reformatted, unavailable or removed at any time at the sole discretion of Chronicle. Chronicle may not control all data sources and information derived therefrom. Any such display or output on the Dashboard is provided "as is" and "as available", without warranty or representations of any kind. Please refer to Section 9 for important disclaimers.

5. PROTOCOL; INCENTIVE CAMPAIGN

The Chronicle protocol is a blockchain-based network to connect and allow third-party node operators and participants to provide data and information services via data feeds and other technical solutions and capabilities integrated into wider data providing software developed, deployed and maintained by Chronicle and/or third-parties (such software and network the "Protocol"). The Protocol includes smart contracts deployed on various public blockchains. Chronicle data feeds may be integrated into other third-party protocols or software. Chronicle does not control any of such public blockchains or third-party protocols or software.

The Protocol is non-custodial. Chronicle does not control and cannot interfere with the execution of transactions undertaken on, or ongoing data feeds in connection with, the Protocol. Chronicle does not have the ability to control, initiate upon demand or effectuate transactions involving digital assets that users of the Protocol or data feeds may be entitled to. Usage of or access to the Protocol may be subject to other and/or additional agreements, terms, conditions, or technical requirements beyond these Terms. Chronicle may provide certain software and technical tools including optional, redundant off-chain interfaces facilitating access to Protocol or other third-party protocols or software, allowing persons to generate, review and sign transaction messages based on their own input in order to execute a transaction by such persons ("Frontend(s)"). Such Frontends are one, but not the exclusive means, of accessing the relevant protocol or software, as applicable. Such Frontends function entirely based on the user's input, and none of the information displayed on any Frontend is intended to constitute any sort of financial, investment, legal, tax or other professional advice. Such Frontends do not provide any other person than the user with control over (i) any funds of the user, or (ii) the execution of a transaction of the user.

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

Participation in the Campaign does not require the exchange of any cash, money, goods, property or other assets (including intangible assets and personal information) vis-a-vis or the rendering of any services, or other consideration, to Chronicle.

Points can be earned by eligible participants solely through relevant use of the Protocol or related protocols, including with the Sky Protocol, a third-party protocol (together with its relevant contributors and entity(ies) "Sky").

Sky is in not operated or controlled by Chronicle and runs entirely independently of Chronicle or the Protocol or any of the Services. Any use of Sky is entirely at your own choice and risk and is subject to Sky's terms of service accessible at https://docs.sky.money/legal/skybase-international/terms-of-use and any other restrictions and requirements imposed by Sky. Chronicle bears no responsibility for your interactions with or transactions on Sky, or any assets associated with Sky. Sky can be accessed through a Frontend provided by Chronicle or through any other frontend provided by either Sky or other third-parties. By providing a Frontend that can interact with Sky, Chronicle does not assume or exercise any control over Sky or over your interactions with or transactions undertaken on Sky. Participation in the Campaign does not require your use of any Frontend provided by Chronicle.

Without limiting Section 6, the Campaign is not accessible to participants (and such participants are not eligible participants) which are considered 'U.S. Persons' under relevant applicable U.S. laws, including but not limited to participants which are residents in the United States, which are an entity organized or incorporated or under the laws of the United States, which are a trust or estate of which any executor or administrator or trustee is a U.S. person, which are an agency or branch of a foreign entity located in the United States formed under the laws of the United States, which are a non-discretionary account or similar account (other than an estate or a trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person, which are a discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States, which are a partnership or corporation organized or incorporated under the laws of any foreign jurisdiction that has been formed by a U.S. person principally for the purpose of investing in securities not registered, unless it is organized or incorporated, and owned, by accredited investors who are not natural persons, estates, or trusts, or participants which are otherwise subject to the jurisdiction of the United States of America (collectively "U.S. Persons").

Availability, duration, requirements, eligibility criteria, and other specifications of the Campaign are entirely at our sole discretion. We may, at any time, without prior notice and without liability to you, change any facet of the Campaign, suspend or terminate the Campaign, change these Terms as they apply to the Campaign, and exclude you or any person or address from the Campaign for any reason whatsoever. Points are personal, non-transferable and you may not assign or otherwise transfer, in any form or capacity, any Points attributed to you under the Campaign or any related rights.

Points do not entitle you to receive, and there is no obligation by the Chronicle, any Protected Party or any other person to allocate to you, any future rewards, benefits, tokens or similar benefits in connection with the Protocol or else ("Rewards"). Any Rewards, if ever allocated, are allocated at Chronicle's sole discretion and may be subject to any requirements or conditions Chronicle may determine in its sole discretion, regardless of any related communication by Chronicle, any Protected Party, or any third party outside these Terms. If you participate in the Campaign, you acknowledge that Points do not confer or represent any right of any form, including but not limited to any equity or ownership, voting, distribution, redemption, liquidation, intellectual property, or participation right, or any sort of right to receive future revenues or profits, or similar, and that Points do not create or confer any other contractual or other legal obligations against any person or entity, including Chronicle and any Protected Party, and that Points are not any kind of investment, or other form of participation in Chronicle or the Protocol.

For purposes of these Terms, "Protected Parties" means Chronicle and its members, committee members, officers, managers, directors, employees, contractors, agents, contributors and affiliates.

6. ELIGIBILITY; RESTRICTIONS

To be eligible to access or use the Services, you must be able to form a legally binding contract and you represent and warrant that (i) you are not, and you are not acting on behalf of, a Restricted Person (as defined below), (ii) you are at least 18 years old or the age of majority in the jurisdiction applicable to you, whichever is older; (iii) you have full right, power, and capacity to enter into and comply with these Terms; (iv) you will use the Services only for lawful purposes and in accordance with these Terms; and (v) any information you provide to Chronicle in connection with the Services will be complete and accurate.

For purposes of this Section, a "Restricted Person" is any person or entity that (a) is designated on any list of prohibited, restricted, or sanctioned parties maintained by Switzerland (SECO list), the European Union (EU consolidated list), the United Kingdom (UK HMT list), the United States (US OFAC Specially Designated Nationals (SDN) and Consolidated Sanctions lists), or the United Nations (UN consolidated list) (each a "Sanctions List"); (b) is a citizen or resident of, is organized or incorporated in, is effectively managed from, or is otherwise subject to, a country, territory, or region that is subject to comprehensive (country-wide, territory-wide, or region-wide) economic or trade sanctions by any authority referenced in (a); (c) directly or indirectly owns or controls any blockchain address used in connection with the Service(s) that is designated on, or otherwise subject to sanctions by, any Sanctions List or authority referenced in (a) or (b); or (d) is subject to a jurisdiction in which your use of the Service(s) would be illegal, restricted, unauthorized, or otherwise may violate applicable law.

7. PROHIBITED USE

You may use the Services only as expressly permitted by these Terms. You must not, and must not allow any third party to:

• use the Services in violation of any applicable law or regulation;
• impersonate Chronicle, a Protected Party, another user, or any other person or entity, or misrepresent your affiliation with any person or entity;
• use the Services for fraud, deceit, manipulation, or any misleading or unlawful purpose;
• bypass, disable, defeat, or circumvent any access restriction, security feature, or technical measure, including any geo-blocking or rate-limiting measure;
• access or use the Services in a way that causes them to work other than as intended;
• interfere with, disrupt, damage, disable, overburden, or impair the Services or any networks or systems connected to them;
• introduce or transmit any malware, virus, trojan horse, worm, logic bomb, backdoor, or other harmful code or material;
• probe, scan, test, or attempt to exploit any vulnerability of the Services or any related system or network, except as expressly authorized by Chronicle in writing;
• infringe, misappropriate, or violate the intellectual property, privacy, publicity, contractual, or other rights of Chronicle or any third party;
• reverse engineer, decompile, disassemble, or otherwise attempt to derive source code from any portion of the Services;
• use the Services for benchmarking or competitive analysis with respect to competitive or related products or services, or to develop, commercialize, license, support, or sell any product, service, or technology that competes directly or indirectly with the Services; or
• use the Services in any manner not expressly permitted by these Terms.

You acknowledge and agree that the Website and the Dashboard are made available only for ordinary, browser-based, human-readable viewing, unless Chronicle expressly authorizes other access pursuant to a separate agreement between you and Chronicle. You must not, and must not allow any third party to:

• use any robot, spider, crawler, scraper, bot, automated browser, script, or other automated means or interface not provided by Chronicle to access the Website or Dashboard;
• systematically collect, download, query, extract, copy, capture, harvest, record, mine, index, or store any content, data, metadata, output, layout, or visual presentation from the Website or Dashboard whether manually or automatically, including through any systematic manual collection intended to replicate, substitute for, or compete with the Website or Dashboard dataset or functionality;
• mirror, frame, republish, reproduce, or create a substitute or derivative database, dashboard, interface, feed, or service using any part of the Website or Dashboard;
• use the Website or Dashboard as a substitute for contracted oracle deployment/access or API access or any other separately licensed or contracted data service;
• use any Website or Dashboard content, data, output, text, chart, table, image, or metadata to train, fine-tune, test, validate, benchmark, or improve any machine learning or artificial intelligence model or system, including any large language model;
• use any Website or Dashboard content, data, output, text, chart, table, image, or metadata to create or populate datasets, embeddings, vector databases, retrieval systems, or synthetic data;
• supply, sublicense, sell, share, or otherwise make Website or Dashboard content available (commercially or non-commercially) to any third party for any of the uses prohibited by this Section 7;
• use any Website or Dashboard content or data to build, enhance, market, support, or operate any competing data, analytics, verification, oracle, risk, benchmark, index, portfolio, or similar product or service; or
• redistribute, publish, sublicense, commercially exploit, or otherwise reuse the Website or Dashboard or any part of their content or data.

Any permission to access or use the Website or Dashboard automatically terminates if you breach this Section 7.

8. INTELLECTUAL PROPERTY

Chronicle (or, if applicable, third parties) own all right, title, and interest in and to the Services and all associated intellectual property rights, including rights in the Website, Dashboard, software, code, data feeds, source data, data outputs, displays, content, text, graphics, charts, tables, layouts, interfaces, designs, trademarks, logos, domains, know-how, trade secrets, and other materials.

Except for the limited license expressly granted below, nothing in these Terms or in Chronicle's wider communications shall be interpreted as any assignment, transfer, granting of a license or granting of any other right to any of the Chronicle's or (or, if applicable, third parties') intellectual property rights

Subject to your full and ongoing compliance with these Terms, Chronicle grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Website and Dashboard solely for your own internal informational purposes in compliance with these Terms.

If you provide Chronicle with any feedback, suggestions, ideas, comments, proposals, or similar materials relating to the Services, you grant Chronicle and its affiliates a worldwide, irrevocable, perpetual, non-exclusive, royalty-free, fully paid-up right to use, reproduce, modify, distribute, and otherwise exploit that feedback for any purpose without restriction or compensation to you. If Chronicle enables you to submit, publish, transmit, distribute, deploy, or store any content, code, data, or other materials through the Services, including any software you run or deploy in connection with the Protocol ("User Code") and any content you submit or make available through the Services ("User Content"), you represent and warrant that you have all rights necessary to do so. You grant Chronicle and its affiliates a worldwide, irrevocable, perpetual, non-exclusive, fully paid-up, royalty-free right to use, reproduce, modify, distribute, display, store, and otherwise exploit that User Code and User Content as needed to develop, distribute, maintain, provide, and improve the Protocol and the Services.

9. IMPORTANT DISCLAIMERS

Nothing in the Services or in any Chronicle content is intended to constitute an offer, solicitation, promotion or endorsement in respect of any financial products or tokens.

The Services are technical infrastructure and informational data services only. Chronicle does not provide, and neither the Services nor the Protocol nor any other services of Chronicle include any banking services, custody services, brokerage services, trading services, settlement services, portfolio management services, investment advice, payment or money transmittance services, currency exchange services, financial intermediation services or any other regulated financial services. Unless Chronicle expressly agrees otherwise in a separate agreement, these Terms and your use of the Services do not create any fiduciary duty, advisory duty, agency relationship, or ongoing business relationship beyond the limited rights expressly described in these Terms. Chronicle does not provide financial, investment, legal or tax advice.

Certain Services, including Chronicle Proof of Asset, may display and publish data points, data verification outputs, metrics, valuations, portfolio information, asset information or other information that relies on third party sources, including custodians, issuers, administrators, tokenization services, counterparties, public blockchains, node operators, market data providers, or other external systems. Chronicle may normalize, format, calculate, display, or otherwise make that information available, but Chronicle does not control such third party sources or information derived therefrom. Chronicle's verification data outputs, if applicable, are obtained based on data derived from third party sources and Chronicle does not independently attest to, audit, control, or guarantee (any component of) the referenced assets. Chronicle's use terms (and their variations) such as 'verification', 'proof', 'validation', 'attestation', or similar terminology refers solely to technical checks, comparisons, calculations, formatting, processes, or display logic applied to (third-party) source data, and not to an audit, attestation, certification, or guarantee by Chronicle of the source data or (any component of) the referenced assets. Accordingly, Chronicle does not guarantee the existence, ownership, value, quality, composition, liquidity, sufficiency, segregation, performance, legal status, or similar property of any token, asset, reserve, holding, liability, exposure, or other item referenced in any Service. Particularly, any oracle output and any Dashboard display should not be treated as official books and records, a legal attestation, an audit opinion, or an independent assurance. Risk classifications, risk tiers, or similar indicators displayed in connection with data feeds reflect Chronicle-internal assessments of data source and data model quality only and do not constitute comprehensive assessments of investment risk, counterparty risk, credit risk, asset quality, or any other risk associated with the referenced asset or any financial product.

Certain Services may depend on or interoperate with third-party services, systems, and infrastructure, including public blockchains, wallets, node operators, custodians, administrators, issuers, market data providers, protocols, software, cloud providers, and other external dependencies. Chronicle does not control those third-party services, systems, or dependencies and is not responsible for their acts, omissions, performance, legality, security, availability, accuracy, fees, or failures. Your use of any third-party service is solely between you and the applicable third party and may be subject to separate terms, conditions, and privacy policies. Chronicle does not endorse and is not responsible for any third-party website, service, tool, protocol, integration, or software referenced on or through the Services.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." CHRONICLE AND THE PROTECTED PARTIES DISCLAIM ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, RELIABILITY, AVAILABILITY, SECURITY, OR ERROR-FREE OPERATION. EVEN IF ANY COMPONENT OF THE SERVICES (INCLUDING THE PROTOCOL) HAVE BEEN TESTED, REVIEWED AND AUDITED, BUGS, DEFECTS, VULNERABILITIES, ERRORS OR UNEXPECTED BEHAVIOUR MAY STILL EXIST AND MAY AT ANY TIME NEGATIVELY AFFECT ANYONE USING THE SERVICES.

10. LIMITATION OF LIABILITY; RELEASE; INDEMNIFICATION

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER CHRONICLE NOR ANY PROTECTED PARTY WILL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR SIMILAR DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, REPUTATION, DATA, OPPORTUNITY, DIGITAL ASSETS, TOKENS, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, STATUTE, OR ANY OTHER THEORY, EVEN IF CHRONICLE OR A PROTECTED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Without limiting the foregoing, to the maximum extent permitted under applicable law, Chronicle and the Protected Parties will not be liable for any loss or damage arising out of or in connection with your use of or inability to use the Services, any delay, inaccuracy, incompleteness, omission, correction, or change in any content, data, verification output, or display of data, the Protocol, any Frontend, the Campaign, or any allocation or non-allocation of Points or Rewards, any suspension, restriction, or termination of Services, or any decision you make or action you take based on the Services.

You will defend, indemnify, and hold harmless Chronicle and the Protected Parties from and against any and all claims, demands, actions, proceedings, investigations, liabilities, damages, losses, judgments, settlements, fines, penalties, costs, and expenses, including reasonable attorneys' fees, arising out of your breach of these Terms, your violation of any applicable law or regulation, your User Content or User Code, your infringement or misappropriation, or violation of any third party right, or any such act or omission or any person or entity using the Services on your behalf.

11. CHANGES; SUSPENSION; RESTRICTION; TERMINATION

Chronicle may update these Terms from time to time in its sole discretion. If we do, we will post the updated Terms on the Website, unless we choose to provide additional notice.

Unless stated otherwise, updated Terms become effective when posted. By continuing to access or use the Services after updated Terms become effective, you agree to the updated Terms.

We may also add, modify, suspend, restrict, or discontinue any Service, feature, content, interface, or campaign at any time, with or without notice.

Chronicle may, at any time and in its sole discretion, suspend, restrict, disable, block, or terminate your access to or use of any Service, in whole or in part, with or without notice.

12. GOVERNING LAW; JURISDICTION; WAIVER

These Terms shall be governed by and construed in accordance with substantive Swiss laws, excluding its conflict of law provisions and the United Nations Convention on Contracts for the International Sale of Goods (CISG). The ordinary courts at the registered seat of Chronicle have exclusive jurisdiction for any disputes arising from or in connection with these Terms.

13. MISCELLANEOUS

These Terms are the entire agreement between you and Chronicle regarding the Services they cover, unless Chronicle has entered into a separate written agreement with you that governs particular services.

Chronicle may assign or transfer these Terms, in whole or in part, at any time. You may not assign or transfer these Terms, in whole or in part, without Chronicle's prior written consent.

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect, and the invalid, illegal, or unenforceable provision will be enforced to the maximum extent permitted by law.

Chronicle's failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of that right or provision.

Please review Chronicle's Privacy Policy for information about how Chronicle may collect, use, and disclose personal information in connection with the Website and other Services.

Section headings are for convenience only and do not affect interpretation.

All rights reserved. All trademarks, logos and service marks displayed on the Website or in connection with the Chronicle Protocol are our intellectual property or the intellectual property of third-parties. You may not use any of them without the prior written consent of the applicable owner. Please refer to the Trademark Notice.