Last Modified: 13 March 2018
PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THESE TERMS CONTAIN MANDATORY BINDING ARBITRATION ON AN INDIVIDUAL TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
IF YOU DO NOT AGREE TO THESE TERMS, IMMEDIATELY STOP USING THE SITE, DO NOT REGISTER WITH US THROUGH THE SITE, DO NOT PROVIDE ANY PERSONAL INFORMATION TO US THROUGH THE SITE, AND DO NOT USE ANY OF THE SERVICES WE OFFER ON OR THROUGH THE SITE.
1. Use of Our Site
A. Site Description.
By registering with our Site as described in these Terms you may receive information related to your interests, including information about specific products and/or Services that we think you may be interested in from time to time. Depending on the interest you select, we may email you information regarding developing and/or launching a distributed application, hosting and running a node, information about becoming a system integration partner, supporting the Distributed Ledger Foundation and/or the Free + Fair voting initiative.
This is a contract between you and Hedera. You may use the Site and the Services provided on or through the Site only if you can form a binding contract with Hedera, and only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Site or any Services provided on or through the Site by anyone under 13 is strictly prohibited and in violation of these Terms. Any Users who have previously been removed or blocked from the Site or any of the Services provided through the Site by Hedera, or who has previously violated these Terms, is prohibited from using or accessing the Site or any Services provided through the Site, and any such use or access by such Users is a violation of these Terms. THIS IS NOT AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY ANY SECURITIES. OFFERS ARE MADE ONLY BY PROSPECTUS OR OTHER OFFERING MATERIALS.
C. Access to the Site.
Subject to the terms and conditions of these Terms and any applicable Service Terms, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Site and the Services provided on or through the Site as permitted by the features of the Site and/or such Services. Hedera reserves all rights not expressly granted herein in the Site and all of the Services provided on or through the Site and the Hedera Content (as defined below). Hedera may terminate this license at any time for any reason or no reason.
D. Hedera Registration.
By registering with Hedera we may provide you with notifications and emails regarding the Services and functionality of the Site and such Services that we may establish and maintain from time to time and in our sole discretion.
You may never use another User’s email account to register with us without permission. When registering with Hedera, you must provide accurate and complete information, and you must keep this information up to date.
You may update the information that you have provided to us, such as your contact information, interests, developer status, investment interest by emailing us at [email protected]. By providing Hedera your email address you consent to our using the email address to send you Site and Services related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Site or any of the Services and special offers. If you do not want to receive such email messages, you may opt out or change your preferences by emailing us at [email protected]. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.
E. Site Rules.
The rights granted to you in these Terms are subject to the restrictions in this Section. You hereby warrant, represent and agree that you will not use the Site or any Services provided on or through the Site or any Hedera Content in the following manner: (i) rent, lease, sublicense, sell, transfer, assign, redistribute, host, or otherwise commercially exploit the Site or any Services provided on or through the Site or any part thereof; (ii) modify, make derivative works of, disassemble, reverse compile, attempt to find the source code of, or reverse engineer any part of the Site or any Services provided on or through the Site; (iii) access the Site or any Services provided on or through the Site in order to build a similar or competitive service; (iv) except as expressly stated herein, copy, reproduce, distribute, republish, download, post, display or transmit any part of the Site or any Services provided on or through the Site; (v) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter, interfere with or disrupt a computer or communication network, handheld device, mobile device, data, the Site or any Services provided on or through the Site, or any other system, device or property; (vi) access (or attempt to access) any of the Site or any Services provided on or through the Site by means other than through the interface that is provided by Hedera; (vii) access or use the Site or any Services provided on or through the Site in a way intended to avoid incurring any applicable fees; (viii) remove, obscure, or alter any proprietary rights notices (including copyrights and trademark notices); (ix) circumvent, disable, or otherwise interfere with the security or functionality of the Site or any Services provided on or through the Site or of features that prevent or restrict use or copying of any content or that enforce limitations on use of the Site or any Services provided on or through the Site or their content; (x) attempt to gain unauthorized access to, interfere with, damage, or disrupt any part of the Site or any Services provided on or through the Site, the server(s) on which the Site and such Services are stored, or any server, computer, or database connected to the Site or such Services; (xi) infringe or violate the intellectual property rights or proprietary rights, rights of publicity or privacy, or other rights of any third party; (xii) violate any law, statute, ordinance, or regulation; (xiii) impersonate any person or entity, including without limitation any employee or representative of Hedera and/or Swirlds, Inc.; (xiv) jeopardize the security of a User’s account or anyone else’s account; (xv) attempt, in any manner, to obtain the password, account, or other security information from any other User; (xvi) frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Hedera, Swirlds, Inc., or any of its affiliates, existing from time to time, without our express written consent; (xvii) use any meta tags or any other "hidden text" utilizing Hedera’s, Swirlds, Inc.’s, or any of its affiliates’, existing from time to time, name or trademarks without our express written consent; or (xviii) run Maillist, Listserv, or any form of auto-responder or “spam” on the Site or any Services provided on or through the Site or any processes that otherwise interfere with the proper working of the Site or such Services (including by placing an unreasonable load on the Site’s or any Services’ infrastructure).
We may, without prior notice, change the Site or any Services provided on or through the Site; stop providing the Site or any Services provided on or through the Site or any features of any of the foregoing, to you or to Users generally; or create usage limits for the Site or any Services provided on or through the Site. We may permanently or temporarily terminate or suspend your access to the Site or any Services provided on or through the Site without notice and liability for any reason, including if in our sole determination you violate any provision of these Terms, or for no reason. Upon termination for any reason or no reason, you continue to be bound by these Terms.
You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. Hedera shall have no liability for your interactions with other Users, or for any User’s action or inaction.
2. Our Proprietary Rights
For the purposes of these Terms, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction. The Site or any Services provided on or through the Site and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, and music (the “Hedera Content”), and all Intellectual Property Rights related thereto, are the exclusive property of Hedera and its licensors. Except as explicitly provided herein, nothing in these Terms shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Hedera Content. Use of the Hedera Content for any purpose not expressly permitted by these Terms is strictly prohibited.
You may choose to or we may invite you to submit comments or ideas about the Site, including without limitation about how to improve the Site or any Services provided on or through the Site or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Hedera, Swirlds, Inc. or any of its affiliates under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Hedera does not waive any rights to use similar or related ideas previously known to Hedera, or developed by its employees, or obtained from sources other than you.
Hedera uses commercially reasonable physical, managerial, and technical safeguards to preserve the integrity and security of your personal information and implement your privacy settings. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
5. Third-Party Links and Information
You agree to defend, indemnify and hold harmless Hedera and its parent, subsidiaries, agents, licensors, managers, and other affiliated companies, and each of their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Site or any Services provided on or through the Site, including any data or content transmitted or received by you; (ii) your violation of any term of these Terms or any of the Service Terms, including without limitation your breach of any of the representations and warranties in these Terms or any of the Service Terms; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation; (v) any content that is submitted by you including without limitation misleading, false, or inaccurate information; (vi) your willful misconduct; or (vii) any other party’s access and use of the Site or any Services provided on or through the Site with your unique email, username, password or other appropriate security code, in each case as applicable.
7. No Warranty
THE SITE OR ANY SERVICES PROVIDED ON OR THROUGH THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SITE OR ANY SERVICES PROVIDED ON OR THROUGH THE SITE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE OR ANY SERVICES PROVIDED ON OR THROUGH THE SITE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM HEDERA OR THROUGH THE SITE OR ANY SERVICES PROVIDED ON OR THROUGH THE SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, HEDERA, ITS PARENT, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SITE OR ANY SERVICES PROVIDED ON OR THROUGH THE SITE WILL MEET YOUR REQUIREMENTS; THAT THE SITE OR ANY SERVICES PROVIDED ON OR THROUGH THE SITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SITE OR ANY SERVICES PROVIDED ON OR THROUGH THE SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE OR ANY SERVICES PROVIDED ON OR THROUGH THE SITE ARE DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE THE SITE OR ANY SERVICES PROVIDED ON OR THROUGH THE SITE.
HEDERA DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SITE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE OR ANY SERVICES PROVIDED ON OR THROUGH THE SITE OR ANY HYPERLINKED WEBSITE OR SITE, AND HEDERA WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. HEDERA DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF ANY DESCRIPTIONS AND/OR INFORMATION PROVIDED TO YOU, INCLUDING WITHOUT LIMITATION, ON OR THROUGH THE SITE OR SERVICES, RELATED TO THE HEDERA HASHGRAPH NETWORK, ITS STRUCTURE AND/OR ITS FUNCTIONALITY.
FEDERAL LAW, SOME STATES, PROVINCES AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THESE TERMS GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS AND EXCLUSIONS UNDER THESE TERMS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
8. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HEDERA, ITS PARENT, SUBSIDIARIES, AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SITE OR ANY SERVICES PROVIDED ON OR THROUGH THE SITE. UNDER NO CIRCUMSTANCES WILL HEDERA BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SITE OR ANY SERVICES PROVIDED ON OR THROUGH THE SITE OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HEDERA ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SITE OR ANY SERVICES PROVIDED ON OR THROUGH THE SITE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE OR ANY SERVICES PROVIDED ON OR THROUGH THE SITE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SITE OR ANY SERVICES PROVIDED ON OR THROUGH THE SITE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SITE OR ANY SERVICES PROVIDED ON OR THROUGH THE SITE; AND/OR (VII) THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL HASHGRAPH, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING $100.00.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF HEDERA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THESE TERMS GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THESE TERMS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
You may not use the Site or any Services provided on or through the Site if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government.
9. Governing Law, Arbitration, and Class Action/Jury Trial Waiver
A. Governing Law. You agree that the Site or any Services provided on or through the Site shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general. These Terms shall be governed by the internal substantive laws of the State of New York, without respect to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in New York County, New York State for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that New York County, New York State is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.
B. Arbitration. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM HEDERA. For any dispute with Hedera, you agree to first contact us at [email protected] and attempt to resolve the dispute with us informally. In the unlikely event that Hedera has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to these Terms, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in New York County, New York State, unless you and Hedera agree otherwise. If you are using the Site or any Services provided on or through the Site for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Hedera from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, or Intellectual Property Rights.
C. Class Action/Jury Trial Waiver. WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICE FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, THE PARTIES EACH AGREE THAT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, THE PARTIES EACH WAIVE ANY RIGHT TO A JURY TRIAL.
A. Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Hedera without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
C. Entire Agreement/Severability. These Terms, together with all applicable Service Terms and any amendments and any additional agreements you may enter into with Hedera in connection with the Site or any Services provided on or through the Site, shall constitute the entire agreement between you and Hedera concerning the Site or any Services provided on or through the Site. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable.
D. No Waiver. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Hedera’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
E. California Residents. The Site or any Services provided on or through the Site are offered by Hashgraph Consortium, LLC, located at 224 W. Campbell Rd., Suite 2014, Richardson, TX 75080, and can be reached via email at [email protected], or telephone at +1-(833)-SWIRLDS. If you are a California resident, (a) you may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information; and (b) in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.