Last Updated: 9 November 2021
1. Introduction
1.1
These Terms of Use, together with any other terms and conditions or other agreement(s) that hashport DLT Solutions Ltd (“HP”, “we”, “us” and “our”) posts publicly or otherwise makes available to you or the company or other legal entity you represent (“End User”, “you”, and “your”) from time to time (collectively, these “Terms”), form a legally binding agreement between HP and you concerning your use of, and access to, HP’s websites and platforms, including https://app.hashport.network and any related web or mobile applications, and all associated sites linked thereto by HP or its Affiliates (collectively with any materials and services available therein, and successor website(s) or application(s) thereto, the “Site”). Please see Clause 29 for definitions of certain capitalized terms used in these Terms.
1.2
Please read these Terms carefully, as these Terms govern your use of the Site and hashport (as defined below) (the provision of the Site and hashport collectively referred to as the “Services”). These Terms expressly set out your rights and obligations, and our disclaimers and limitations of legal liability, relating to your use of, and access to, the Services. By accessing and/or using the Services, you accept and agree to comply with and be bound by these Terms. If you do not agree to these Terms, then you must not access or use the Services.
1.3
2. Use of the Services
2.1
2.2
3. Fees
In connection with your access to and use of the Services, you are required to pay all fees necessary for interacting with any distributed ledger technology network supported by hashport from time to time, including any and all Network Fees, as well as all other fees as stipulated on the Site from time to time. While HP will use reasonable endeavours to estimate and display such fees on the Site when prompted by an End User, HP is not responsible for any divergence from its estimates and shall not be liable for any Loss you incur arising from or in connection with such divergence.
4. Prohibited Activities
4.1
4.1.1
4.1.2
4.1.3
4.1.4
5. Your Rights and Obligations
5.1
5.2
5.3
5.4
5.5
6. Our Rights and Obligations
6.1
6.2
6.2.1
6.2.2
6.2.3
6.2.4
7. Disclaimers
7.1
7.1.1
7.1.2
7.1.3
7.1.4
7.1.5
7.2
7.3
7.3.1
7.3.2
7.3.3
7.3.4
7.3.5
7.3.6
7.4
8. Compliance with Laws
8.1
8.2
9. Representations, Warranties and Undertakings
9.1
9.2
9.2.1
9.2.2
9.2.3
9.2.4
9.2.5
9.2.6
9.2.7
9.2.8
9.2.9
9.2.10
9.2.11
9.2.12
9.3
10. Intellectual Property Rights
10.1
10.2
11. Data Protection
11.1
11.2
11.2.1
11.2.2
12. Security
13. Termination and Suspension
13.1
13.2
13.2.1
13.2.2
13.2.3
13.2.4
13.2.5
13.3
13.4
14. Liability and Indemnity
14.1
14.2
14.3
14.3.1
14.3.2
14.3.3
14.3.4
for any Loss suffered by HP and/or each of its Affiliates arising out of any fraud or fraudulent statement of you.
14.4
14.4.1
14.4.2
14.4.3
14.5
15. Force Majeure Event
16. Entire Agreement
17. Severability
18. Assignment
18.1
18.2
19. Variation
20. No Reliance
21. Governing Law
22. Arbitration
Each party agrees, on behalf of itself and as agent for its respective Affiliates, that any dispute, controversy, difference or claim arising out of or relating to these Terms, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (“HKIAC”) under the HKIAC Administered Arbitration Rules (the “Rules”) in force when the Notice of Arbitration is submitted under the Rules. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be one (1). The arbitration proceedings shall be conducted in English. This arbitration agreement shall be governed by the laws of Hong Kong. The award under such arbitration shall be final and binding against the Parties concerned.
23. Waiver
24. No Partnership or Agency
25. Costs
26. Further Assurance
27. Third Party Rights
28. Translation
29. Definitions
“Affiliate” means from time to time in relation to an entity, another entity Controlling, Controlled by, or under common Control with, that entity;
“Applicable Laws” means in relation to either party, all laws, statutes, orders, rules, provisions, regulations, directives, and guidelines which have legal effect, whether local, national, international or otherwise existing from time to time, including all Regulators’ rules, requirements, standards, guidelines and recommendations which have legal effect, as applicable to such party or as applicable to that party’s obligations under these Terms;
“Control” means in relation to an entity the legal, beneficial or equitable ownership, whether directly or indirectly, of fifty percent (50%) or more of its fully diluted voting share capital (or other ownership interest, if not a corporation), or the equivalent right under contract to control management decisions with regard to the relevant subjects, and “Controlling” and “Controlled” shall be defined accordingly;
“End User” has the meaning given in Clause 1.1;
“Force Majeure Event” means, in relation to a party, any event or circumstance beyond the reasonable control of such party and not caused by such party’s default or negligence, including failures of public telecommunications or transportation infrastructure, failure or shortage of power supplies, acts of God or nature, terrorism or war, accidents, nature disasters (including fire, earthquakes, landslides, lightning, meteors, floods, tsunami, tornados, storms, hurricane and typhoons), explosions, states of emergency, freight embargoes, riots or civil disturbances, wars, acts of sabotage, strikes, embargo, labour disputes (except involving employees of the party or its sub-contractors), mob violence, act or failure to act of government or other competent regulatory authority including but not limited to a Regulator, plague, epidemic, pandemic, outbreaks of infectious disease and/or any other public health crisis (including quarantine or other similar restrictions), or similar events. For the avoidance of doubt, it shall include an incident in relation to government acts, directives, approvals, consent, laws, regulations or licensing requirement, including any restriction on the supply of a Service pursuant to Applicable Laws or any decision by a governmental authority preventing the supply of a Service;
“hashport” means a public utility portal created by HP that enables interoperability between protocols by allowing End Users to extend the functionality of digital assets to non-native distributed ledger technology networks;
“Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic of China;
“HKIAC” has the meaning given in Clause 22;
“HP” has the meaning given in Clause 1.1;
“Intellectual Property Rights” means all present and future rights conferred by statute, common law or equity in any territory and in relation to patents, trademarks, service marks, logos, get up, trade names, internet domain names, rights in designs, copyright (including rights in computer software and preparatory design materials), moral rights, database rights, semiconductor topography rights, utility models, rights in intellectual property rights, in each case whether registered or unregistered and including applications for registration, and all rights or forms of protection having equivalent or similar effect anywhere in the world (including application programming interfaces);
“Loss” means any and all loss, damages, liabilities, actions, proceedings, claims, demands, costs, expenses, charges, tax, duties, levies, interest, penalties, fines, assessments, disbursements, reimbursement orders and other expenses (including all legal, professional and other expenses and amounts reasonably paid in settlement) paid, suffered or incurred by either party whether incurred directly, indirectly or consequentially;
“Network Fees” mean any and all applicable network fees as necessary to conduct a Porting Execution which are borne by the End User and the Validator respectively, depending on the applicable network;
“Personal Data” has the meaning given in the Applicable Laws in respect of data protection;
“Porting Execution” means the action of projecting a digital asset onto a foreign network, which is validated and processed by the Swarm Node as requested by an End User;
“hashport” means a public utility portal created by HP that enables interoperability between protocols by allowing End Users to extend the functionality of digital assets to non-native distributed ledger technology networks;
“Regulator” means any governmental, statutory or regulatory body and any other competent ministry, authority, agency or institution that may, from time to time, in any jurisdiction have responsibility to regulate, supervise and/or otherwise exercise state authority in relation to either party or the activities contemplated by these Terms;
“Rules” has the meaning given in Clause 22;
“Services” has the meaning given in Clause 1.2;
“Site” has the meaning given in Clause 1.1;
“Swarm Node” means the Validator’s node responsible for signing and approving Porting Executions;
“Systems” means the hardware, software, networks, systems, equipment and peripherals and facilities used by or on behalf of the party;
“Terms” has the meaning given in Clause 1.1;
“Validator” means any entity engaged by HP to operate and secure hashport and which is a member of the Validator Swarm; and
“Validator Swarm” means the governing body responsible for approving Porting Executions and operating and securing hashport, which is composed of the Validator and other third party entities that have also entered into an agreement with HP to act as a Validator in respect of hashport.
30. Interpretation
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
- a Clause is a reference to a section of these Terms;