Terms of Use
Terms of Use
Terms of Use
THA AssetGuard Wallet
The Hashgraph Association is an association domiciled at Zentrum Staldenbach 5 in 8808 Pfäffikon, Switzerland ("THA", "we", "us", "our").
THA makes available to users certain software services (the "Services"), including a mobile application called the THA AssetGuard Wallet (the "Wallet" or "App"). The Wallet enables users to (i) store locally on their own devices any digital representation of value which is recorded on a cryptographically secure distributed ledger or any similar technology ( the "Digital Assets"); (ii) link to decentralized applications (the "Dapp(s)"); (iii) view addresses and information that are part of Digital Asset networks and make use of these networks functionalities, including broadcasting transactions; and (iv) additional functionality and features as may be added to the Wallet from time to time (collectively with the Dapps the "Third Party Services"). The Third Party Services are accessed via third parties that are not affiliated with THA. THA has no control over such Third Party Services or the parties offering them.
These Terms of Use ("Terms") (i) contain the terms and conditions that govern your access to and use of the Wallet and Services and (ii) constitute a legally binding agreement between THA and you and/or the entity you represent ("you", "your" or "user").
THE WALLET IS A WEB3 SELF-CUSTODY WALLET. THIS MEANS THAT ONLY YOU CONTROL AND HAVE ACCESS TO YOUR WALLET UNLESS YOU GRANT ACCESS TO ANYONE ELSE. THA DOES NOT HAVE CONTROL OF, OR ACCESS TO, YOUR WALLET. THA DOES NOT SIGN ANY TRANSACTIONS. IF YOU CHOOSE TO USE THE WALLET, YOU ARE DOING SO PURSUANT TO THESE TERMS AND YOU ARE SOLELY RESPONSIBLE FOR THE CONFIDENTIALITY, SECURITY, STORAGE, MAINTENANCE, BACKUP, AND USE OF THE WALLET, INCLUDING ANY RECOVERY PHRASE, PRIVATE KEYS, AND WALLET ADDRESSES. YOU FURTHER ACKNOWLEDGE AND AGREE THAT THA HAS NO RESPONSIBILITY OR LIABILITY FOR ANY ACTIVITIES, TRANSACTIONS, OR LOSSES RELATED TO YOUR USE OF THE WALLET OR THE SERVICES. INVESTMENTS IN DIGITAL ASSETS ARE ASSOCIATED WITH SPECIFIC RISKS. THE SPECULATIVE NATURE OF THE MARKET AND THE ONGOING CHANGES IN THE REGULATORY FRAMEWORK IN VARIOUS COUNTRIES CONTRIBUTE TO HIGH VOLATILITY. YOU SHOULD FAMILIARIZE YOURSELF CLOSELY WITH TECHNICAL AND REGULATORY DEVELOPMENTS IN THIS AREA, INCLUDING THE PUBLICATIONS OF THE SWISS FINANCIAL MARKET SUPERVISORY AUTHORITY FINMA.
PLEASE READ THE FOLLOWING TERMS CAREFULLY.
Definitions
"12-word Recovery Phrase" means a confidential combination of human readable words, generated by the Wallet, from which users’ Private Keys are derived and which are used to back-up and restore access to your Wallet account and Digital Assets.
"Content" means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Wallet or Services. Content includes without limitation User Content.
"Feedback" means feedback, comments, ideas, and suggestions for improvements to the Services.
"Our Marks" means any trademarks, service marks, service or trade names, logos, trade dress and other designations of source, origin, sponsorship, certification or endorsement of THA or its affiliates or their respective licensors.
"Private Information" means your Private Keys, 12-word Recovery Phrase, or passwords.
"Private Key" means a critical piece of encrypted data used to authorize outgoing transactions on distributed ledgers/blockchain networks.
"THA Entities" means THA and its directors, officers, employees, consultants, and other representatives.
"THA Fees" means the fees we charge for some or part of the Services we make available to you.
"Third Party Fees" means the transaction fees and/or other fees charged for the use of certain Third Party Services.
"Third Party Services" means any services, applications, software, Dapps, or other content, documentation as well as source and object codes for all software embedded within the Wallet and services that are hosted, developed and/or operated by a third party.
"Transaction Fees" means fees for the secured and facilitated access provided by THA to use such Third Party Services through the Wallet.
"User Content" means any Content that users upload, submit, store, send, post or otherwise make available on the App or through our Wallet.
Agreement to the Terms; Privacy Policy
Please read these Terms carefully before using the Wallet or Services. By using or accessing the Wallet, Services and/or Content in any manner, or clicking a button or checkbox to accept or agree to these Terms where that option is made available you, (i) accept and agree to these Terms and (ii) you have been given access to our Privacy Policy.
Eligibility
You may use the Services if you are 18 (eighteen) years old or have reached the age of majority in your country of residence and are not barred from using the Services under applicable law. By using the Wallet or Services and agreeing to these Terms, you represent and warrant that:
· You have all requisite capacity to lawfully able to enter into legally binding agreements. If you are accepting these Terms on behalf a legal entity, such as the company you work for, you represent and warrant that you have legal authority to bind that entity to these Terms.
· Neither you nor any person that owns or controls you is subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, the Swiss State Secretariat for Economic Affairs, or other applicable government authority.
Our Services
Supported Digital Assets. Digital Assets supported by our Services are identified in the Wallet and may change at any time, without notice, at our sole discretion. You are solely responsible for monitoring which Digital Assets are supported by the Services. THA is not liable for discontinuation of support of any particular Digital Asset. While we endeavor to provide notice of such discontinuation, we reserve the right to discontinue supporting any Digital Asset without notice. You acknowledge and agree that we may take any action necessary to discontinue our support of a Digital Asset, including but not limited to removing the ability to transact with or requiring you to remove such Digital Assets from the Wallet in a reasonable period of time, and under no circumstances will we be liable to you for any direct or indirect losses, damages, or costs that you may suffer in connection with any actions or inaction we may take in accordance with these terms to discontinue our support of any Digital Assets.
Private Keys & Recovery Phrase. THA does not store your Private Information on its servers. It is very important that you back up and save your Private Information. We urge you to write down your backup phrase and store it offline in two different places. If you lose your Private Information, it will not be possible for THA to recover it for you, and you may lose access to the Wallet and the Services. THA does not have access to your Wallet, or your funds. If you do not understand the above paragraph, we recommend that you learn more about Digital Assets before using the Services via the THA Help Center. If you do not maintain a backup of your Private Information outside of the Services, you will not be able to access the Digital Assets associated with your Wallet should you lose your Private Information.
Availability. We may change, update or suspend the Services, temporarily or indefinitely, so as to carry out works including, but not limited to:
· firmware and software updates,
· maintenance operations,
· amendments to the servers,
· bug fixes, etc.
We will make reasonable efforts to give you prior notice of any planned suspension of the Services. THA does not guarantee the correct functioning of the Services in the event of the installation or use of programs or applications that do not conform to Service specifications and technical standards. Beyond that, there may also be other reasons, including reasons not under the control of THA, that may affect the availability and functionality of the Services, such as internet service providers and Third-Party Services. Users should not expect a particular service level.
Necessary Equipment. You must provide all equipment and software necessary to connect to use the Services. You are solely responsible for any fees, including internet connection or mobile fees, that you incur when accessing or using the Services.
Changes. THA may at any point in time with or without notice change the Services and the App, including by adding or removing functionalities and other features.
THA Fees. We may charge THA Fees. We reserve the right to change those fees at any time, in our sole and absolute discretion. We will disclose the amount of THA Fees we will charge you for the applicable Service at the time that you access the Service.
Experimental Features. In order to accommodate advanced Users' requests and to build new features and functionalities, we may release a series of experimental features on the Services from time to time (e.g. beta features). These features may not be complete and may have not been fully tested, which may present heightened risks. They may contain errors or inaccuracies that could cause failures, corruption or loss of data and/or information. THA does not guarantee the stability, functionality, or long-term support of these features. We do not recommend using these features unless you are an advanced User with strong technical skills. You expressly acknowledge and agree that use of the experimental features is at your sole risk.
No Warranty. THA will use a reasonable level of skill and care to ensure that the Services can be accessed by you in accordance with the Terms, but there are no guarantees that access and features will not be interrupted or that there will be no delays, failures, errors, omissions, corruption or loss of transmitted information. The Services are provided "as is" without any warranty of any kind, either express or implied, and in particular without implied warranties of merchantability, reliability, non-infringement of third-party rights, and fitness for a particular purpose. The Wallet provided hereunder may be designated as alpha, beta, development, pre-release, untested, or not fully tested versions. The Wallet may therefore be incomplete and contain errors or inaccuracies that could cause failures, corruption and/or loss of data or information. You expressly acknowledge and agree that, to the extent permitted by applicable law, all use of the Wallet is at your sole risk and that the entire risk as to satisfactory quality, performance, accuracy and effort is with you.
Disclaimer. OUR SERVICES RELY ON EMERGING DISTRIBUTED LEDGER TECHNOLOGIES, SUCH AS HEDERA HASHGRAPH AND THIRD-PARTY DAPPS. SOME SERVICES ARE SUBJECT TO INCREASED RISK THROUGH YOUR POTENTIAL MISUSE OF THINGS SUCH AS PUBLIC/PRIVATE KEY CRYPTOGRAPHY. BY USING THE SERVICES YOU EXPLICITLY ACKNOWLEDGE AND ACCEPT THESE HEIGHTENED RISKS. THA SHALL NOT BE LIABLE FOR THE FAILURE OF ANY MESSAGE TO SEND TO OR BE RECEIVED BY THE INTENDED RECIPIENT IN THE INTENDED FORM, OR FOR DIMINUTION OF VALUE OF HBAR OR ANY OTHER DIGITAL ASSET ON HEDERA HASHGRAPH OR ANY OTHER NETWORK, AND THA MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SAME.
Staking
General. Through existing network functionalities, it may be possible to stake specific Digital Assets to receive rewards for securing proof-of-stake networks and participating in the network by validating transactions. You may choose to stake your assets by delegating to a third-party validator node. If you choose to stake your assets with a third-party validator node, then such staking is subject to the third party's staking terms and conditions. THA DOES NOT PROVIDE ANY ADVICE OR MAKE ANY RECOMMENDATIONS ABOUT ENGAGING IN STAKING OR CHOOSING A VALIDATOR. THA reserves the right to modify the list of third-party referenced validators at any time without prior notice. It is up to you to decide which node to stake your Digital Assets.
No Custody. THA will never take custody over any of your rewards or assets and THA has no responsibility or control over any proof-of-stake network. It is possible, that THA, or any related parties act as validator for proof-of-stake networks and in this context exercise rights delegated by you, but any such arrangement is separate from these Terms and does not form part of the Services.
Rewards. You explicitly confirm that you are aware that delegation of staking rights to a validator operator listed in the Wallet does not grant to your benefit any right to request payment of any kind, but merely a potential right to share a reward perceived by the validator. If you stake your Digital Assets with a third-party operated node, that third-party will be acting as a transaction validator (and possibly also block creator and validator) on the applicable proof-of-stake network. If the third-party node successfully validates a block of transactions in that network, you may receive staking rewards granted by such a network at the rate indicated to you when staking your assets with the third-party validator. Your reward will be determined by the protocols of the applicable network.
No Guarantee of Rewards. THA DOES NOT GUARANTEE THAT YOU WILL RECEIVE STAKING REWARDS OR ANY STAKING REWARD RATES. SUCCESSFUL TRANSFER OF THE REWARDS IS SUBJECT TO THE PROOF-OF-STAKE NETWORKS AND IS NOT UNDER THA’S CONTROL.
Disclaimer. Staking is provided on an "as is" and "as available" basis. THA is not responsible in any way for any failure by any supported proof-of-stake network to transfer rewards (including any risks of "slashing") or for the loss, destruction, or transfer of rewards to the incorrect wallet address. THA does not guarantee uninterrupted or error-free operation of the staking services or that it will correct all defects or prevent third-party disruptions or unauthorized third-party access.
Content Ownership
We do not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content.
Subject to the foregoing, THA and its licensors exclusively own all right, title and interest in and to the Wallet, the Services and Content, including all associated intellectual property rights. You acknowledge that the Wallet, Services and Content are protected by copyright, trademark, and other laws of Switzerland, Singapore and other jurisdictions. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content. Nothing herein shall be considered as assigning to you or transferring to you any rights, title or interest in the foregoing.
User Content. You grant us a worldwide, non-exclusive, royalty-free, fully paid-up, perpetual, irrevocable, sublicensable, and transferable license to use, copy, distribute, create derivative works of, publicly display, and publicly perform your User Content, subject to applicable data protection law.
You warrant and represent that you have the right and authority to submit your User Content and that neither your User Content nor any part thereof infringes, misappropriates or otherwise violates the intellectual property rights or any other rights of any person.
You acknowledge that, in certain instances, where you have removed your User Content by specifically deleting it, some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on the Services. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.
Restrictions. Except as expressly authorized by THA or law, you will not, and will not attempt to (i) modify, distribute, alter, tamper with, repair, or otherwise create derivative works of any Content included in the Services (except to the extent Content included in the Services is provided to you under a separate license that expressly permits the creation of derivative works), (ii) reverse engineer, disassemble, or decompile the App or apply any other process or procedure to derive the source code of any software included in the App, (iii) access or use the Services in a way intended to avoid incurring fees or exceeding usage limits or quotas, (iv) use scraping techniques to mine or otherwise scrape data, or (v) resell or sublicense the Services, or use the Services to provide software as a service or any cloud-based, time sharing, service bureau or other services, (vi) use Our Marks unless you obtain our prior written consent, (vii) misrepresent or embellish the relationship between us and you (including by expressing or implying that we sponsor, endorse, or contribute to you or your business endeavors), (viii) share your Private Information with any third parties, and (ix) imply any relationship or affiliation between us and you.
Third Party Services
Terms and Conditions. The Wallet and Services may incorporate, reference and/or provide access to Third Party Services. Digital Assets supported by the Third Party Services are identified in the Wallet and may change at any time, without notice. For instance, buying and selling crypto to crypto exchange ("swap") services are Third Party Services. You are solely responsible for monitoring which Digital Assets are supported by the Third Party Services. You agree that your use of Third Party Services is subject to separate terms and conditions between you and the third-party identified in the Wallet or Services. For ease of reference, a list of links to Third Party Services terms and conditions is available below. THA does not guarantee that such a list is comprehensive and it is your responsibility to review and understand the applicable terms and conditions before using a Third Party Service:
If Third Party Services provide such an option, you may be able to link your Wallet to your accounts on Third Party Services to enable access to such accounts from your Wallet. In doing so, you understand and agree that all transactions made when accessing such accounts from your Wallet are subject to these Terms and to the terms of use, privacy policies, and other terms, conditions and policies imposed by the providers of such Third Party Services.
No Warranty. THA is not responsible for the content, accuracy, security, availability, any performance, or failure to perform of the Third Party Services or any issue in relation with the use of Third Party Services. THA does not provide any guarantees that access to Third Party Services will not be interrupted or that there will be no delays, failures, errors, omissions, corruption or loss of transmitted information, data or funds, and THA shall not be liable for any such Third Party Services. You agree to use the Third Party Services at your own risk. It is your responsibility to review the third party's terms and policies before using a Third Party Service. Third Party Services may not be available in all languages and may not be appropriate or available for use in any particular location. To the extent you choose to use such Third Party Services, you are solely responsible for compliance with any applicable laws in relation to such use. In addition, THA reserves the right to block access to these Third Party Services through THA services in particular, but not exclusively, in the event of non-compliance with the applicable regulations by the Third Party partner. We retain the exclusive right to suspend, remove, or cancel the availability of any such Third Party Service for any reason and without prior notice.
Personal Data. Some Third Party Services may collect, request or require access to your personal data and process it. The processing of such data by them is done under their own responsibility and control; THA disclaims any responsibility. Therefore, consult their privacy notices prior to using these Third Party Services. You can locate them through the above links.
Fees. The use of certain Third Party Services may be subject to Third Party Fees. In addition, THA reserves the right to charge you Transaction Fees. Transaction Fees may be charged directly to the User or indirectly if already included in the Third Party Fees and paid by the Third Party to THA on behalf of the User. In such an event, THA will fully display all applicable fees and any applicable taxes.
Acceptable Use
User License. The App and Services are proprietary to THA and its licensors and must not be used other than strictly in accordance with these Terms. THA grants to you a limited, non-exclusive, non-transferable, non-sublicensable, fully revocable right to use the App for the purposes of accessing and using the Services strictly in accordance with these Terms. Any use of the Wallet or Services other than as specifically authorized in these Terms, without our prior written permission, is strictly prohibited and may result in immediate termination of your license to use the Services.
Do No Harm. You agree not to (i) distribute any virus or other harmful computer code through THA's systems, (ii) use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access the Services or to extract data, (iii) provide false, inaccurate, or misleading information (iv) take any action that may impose an unreasonable or disproportionately large load on our or any of our third party-providers’ infrastructure, and (v) the Wallet or Services to violate the law.
Don’t Circumvent Our Security. You agree not to avoid, bypass, remove, deactivate, impair, descramble, bypass, or circumvent any measures implemented by us or any of our service providers or any other third party to protect the Wallet, Services, or Content. Furthermore, you agree to not disguise your location through IP proxying or other methods.
Don’t Break the Law. You agree that you will not violate any laws when using the Services, including tax obligations. This includes any local, cantonal, provincial, state, federal, national, or international laws that may apply to you. You agree that you will not use the Services to pay for, support, or otherwise engage in any illegal activities including, but not limited to, fraud, tax evasion, illegal gambling, money laundering, or terrorist activities. You further agree not to encourage or induce any third party to engage in any of the activities prohibited under this section. THA does not provide legal or tax advice. You should validate all transaction details before proceeding with any asset transfers. If THA becomes aware of any possible violations by you of the law or these Terms, THA reserves the right to investigate these. If, because of the investigation, THA believes that criminal activity may have occurred, THA reserves the right to refer the matter to, and to cooperate with all competent law enforcement agencies.
Do not Interfere. You agree that you will not use or attempt to use another user's Wallet without authorization or use the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other Users from fully enjoying the Services, or that could damage, disable, overburden or impair the functioning of the Services in any manner. You also agree to not interfere with, or attempt to interfere with, the access to the Services of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services.
Additional Representations & Warranties. By using the Wallet or Services, you further represent, warrant and covenant that:
· Any Digital Assets you transfer via the Services have been legally obtained by, and belong to, you;
· You will not provide any false, inaccurate or misleading information while using the Wallet or Services, or engage in any activity that operates to defraud THA, other users of the Services, or any other person or entity;
· You will not use the Services to transmit or exchange Digital Assets that are the direct or indirect proceeds of any criminal or fraudulent activity, including, without limitation, terrorism or tax evasion;
· Any Digital Assets you use in connection with the Services are either owned by you or you are validly authorized to carry out actions using such assets; and
· You will pay all fees necessary for interacting with Hedera Hashgraph, or any other network with which the Services are compatible, including "gas" costs, as well as all fees charged by us for your use of the Services.
Acknowledgement of Risks; Recommendations
You acknowledge that you are fully aware of all applicable laws and technical constraints relating to the distributed ledger technology, and to the Services. You acknowledge that you have been warned of the following associated risks and advised of the following recommendations:
Regulatory. Distributed ledger technologies and related services are subject to continuous regulatory changes and scrutiny around the world, including but not limited to anti-money laundering and financial regulations. You acknowledge that certain Services, including their availability, could be impacted by one or more regulatory requirements.
Technology. Users understand that some of the technology supported or made available through the Services are new, untested, and not provided by THA and therefore outside of THA's control. Advances in cryptography, or other technical advances such as the development of quantum computers, could present risks to blockchain networks which could result in the theft or loss of Digital Assets. Other adverse changes in market forces or in the technology, broadly construed, may prevent or compromise THA’s performance under these Terms.
Cybersecurity. Hackers or other groups or organizations may attempt to interfere with THA's Services and information systems in several ways, including without limitation denial of service attacks, side-channel attacks, spoofing, smurfing, malware attacks, or consensus-based attacks.
Digital Assets & Distributed Ledger Technology. All transactions created through the Services are confirmed and recorded on public distributed ledgers. Such networks are decentralized peer-to-peer networks run by independent third-parties, which THA does not own, control or operate. We have no control over blockchain networks and, therefore, cannot and do not ensure that the transactions you broadcast on the Services will be confirmed and processed. You acknowledge that we do not store, send, or receive Digital Assets on your behalf, and you agree that the transactions you configure through the Services may fail, or may be substantially delayed by the underlying blockchain networks. On occasions, the underlying protocol of a given Digital Asset may change, which may have consequences on its key characteristics including but not limited to their availability, name, security, valuation value or the way it operates. Forks entail that forked Digital Assets may be misdirected or replicated. In any such events, THA may decide, at its discretion, to suspend support of the impacted Digital Asset for as long as THA deems necessary. When it so decides, THA will endeavor to give you advance notice, but may not be able to. You should keep yourself apprised of such events and make all necessary arrangements.
No Retrieval of Private Keys. The only existing backup is with you. THA operates non-custodial services, which means that we do not store, nor do we have access to your Digital Assets nor your Private Keys. THA does not have access to or store passwords, 12-word Recovery Phrase, Private Keys, passphrases, or other credentials associated with your use of the Services. We are not in a position to help you retrieve your credentials. You are solely responsible for remembering, storing, and keeping your credentials in a secure location. Any third party with knowledge of your 12-word Recovery Phrase can gain control of the Private Keys associated with your Wallet, and therefore steal your Digital Assets, without any possibility for you or THA to retrieve them.
Keep Your Credentials Safe. When you set up your Wallet account, you must: (i) protect and keep your 12-word Recovery Phrase secure and confidential and (ii) protect and keep your Private Key secure and confidential.
Verify, Verify, Verify. Software integrity, especially when connected to the Internet, is very hard to verify. THA’s security model relies on a trusted display. This is why the verification of the information on your Wallet is paramount. Before you approve an operation, you must always double check that the information displayed on your mobile or desktop screen is correct and matches the information displayed on your Wallet. Upon sending Digital Assets, you are solely responsible for verifying that the recipient address, amount and fees are correct and that they are the same on both your computer or mobile device and on your App’s screen. You also acknowledge that using unverified addresses to receive Digital Assets comes at your own risk.
Learn More. Before using the Wallet or any of the Services it is important to learn and understand the value as well as the risks involved with using Digital Assets and distributed ledger technology.
No Liability. There may be additional risks that we have not foreseen or identified in these Terms. Before you use the Services or Third Party Services, you are strongly encouraged to carefully assess whether your financial situation and risk tolerance is compatible with such use. For the avoidance of doubt, and notwithstanding the generality of the Limitation of Liability under these Terms, you hereby agree that THA shall have no liability for any loss that incurs as a consequence of the risks highlighted in this section and/or your failure to follow the recommendations herein.
No Professional Advice or Fiduciary Duties
All information provided in connection with your access and use of the Wallet and Services should not and may not be construed as professional advice. You should not take, and should refrain from taking, any action based on any information contained on the Wallet or in the Services, or any other information we make available at any time, including, without limitation, blog posts, articles, links to third-party content, discord or telegram content, news feeds, tutorials, tweets and videos. Before you make any financial, legal or other decisions involving the Services or use thereof, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate. The Terms are not intended to, and do not, create or impose any fiduciary duties on us. You further agree that the only duties and obligations that we have are expressly set out in these Terms (including in the Privacy Policy).
Indemnification
You agree to fully indemnify, defend, and hold harmless the THA Entities from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees, arising out of, relating to or in any way connected with (i) your access to or use of the Wallet, Services or Content, (ii) your User Content, (iii) Third Party Services, or (iv) your violation of these Terms.
Limitation of Liability
THA DOES NOT MAKE ANY WARRANTY ABOUT THE RELIABILITY OF THE SERVICES OR THE SECURITY OF USER DATA. THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, NON-INFRINGEMENT, OR WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING OR COURSE OF PERFORMANCE OR USAGE OF TRADE.
TO THE EXTENT NOT PROHIBITED BY LAW, YOU ACKNOWLEDGE AND AGREE THAT IN NO EVENT WILL THE THA ENTITIES BE RESPONSIBLE OR LIABLE TO YOU OR ANY THIRD PARTY, UNDER ANY THEORY OF RESPONSIBILITY OR LIABILITY, FOR ANY DIRECT OR INDIRECT LOSS OR ANY SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF DATA, USE, OR PROFITS; BUSINESS INTERRUPTIONS; OR ANY OTHER DAMAGES OR LOSSES), FOR ANY MULTIPLIER ON OR INCREASE TO DAMAGES, OR FOR ANY COSTS OR FEES (INCLUDING ATTORNEYS' FEES), WHETHER UNDER THESE TERMS OR OTHERWISE, ARISING IN ANY WAY IN CONNECTION WITH YOUR WALLET, THE SERVICES, OR THESE TERMS, WHETHER ARISING AT LAW, IN EQUITY, OR OTHERWISE, AND WHETHER BASED IN CONTRACT, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE OR OTHERWISE), COMMON LAW, STATUTE, OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR FOR ANY OTHER CLAIM, DEMAND, OR DAMAGES WHATSOEVER, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE YOUR ACCOUNT OR THE SERVICES.
WITHOUT LIMITATION OF THE FOREGOING, AND TO THE EXTENT NOT PROHIBITED BY LAW, THE TOTAL LIABILITY OF THE THA ENTITIES FOR ANY REASON WHATSOEVER ARISING OUT OF OR RELATED TO THE USE OF, OR INABILITY TO USE THE SERVICES, OR THESE TERMS, SHALL NOT EXCEED THE TOTAL AMOUNT OF THA FEES YOU HAVE PAID US. THIS LIABILITY, IF ANY, SHALL BE COMPLETE AND EXCLUSIVE.
13. Communications
You are not required to agree to receive promotional text messages, calls or pre-recorded messages as a condition of using the Services. By electing to submit your phone number to us and agreeing to these Terms, you agree to receive communications from the THA Entities, including via text messages, calls, pre-recorded messages, and push notifications, any of which may be generated by automatic telephone dialing systems. These communications include, for example, operational communications concerning your account or use of the Services, updates concerning new and existing features on the Services, communications concerning promotions run by us or third parties, and news relating to the Services and industry developments. Standard text message charges applied by your telephone carrier may apply to text messages we send. If you submit someone else's phone number or email address to us to receive communications from the THA Entities, you represent and warrant that each person for whom you provide a phone number or email address has consented to receive communications from THA.
If you wish to stop receiving promotional emails or promotional text messages, we provide the following methods for you to opt-out or unsubscribe: (i) follow the instructions we provide in the email or initial text message for that category of promotional emails or text messages, (ii) if you have an account on the Services, you may opt-out or unsubscribe using your settings, or (iii) you may send us a letter or e-mail to the contact details listed in the Privacy Policy.
Compliance & Export Controls
Users shall comply, at their own expense, with all laws that apply to or result from their obligations under these Terms. By accessing and using the Services, you represent and warrant that you are not on any trade or economic sanctions lists, such as (but not limited to) the UN Security Council sanctions list, the Swiss State Secretariat for Economic Affairs sanctions list, designated as a "Specially Designated National" by OFAC (Office of Foreign Assets Control of the U.S. Treasury Department) or placed on the U.S. Commerce Department's "Denied Persons List". THA reserves the right to select the markets and jurisdictions where it operates and may restrict or deny access to Services in certain countries, states or territories.
Feedback
We welcome Feedback. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.
Governing Law; Dispute Resolution
Governing Law. These Terms will be governed and construed in accordance with the substantive laws of Switzerland, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
Arbitration Clause
PLEASE READ THE FOLLOWING ARBITRATION CLAUSES IN THIS SECTION CAREFULLY AS IT REQUIRES YOU TO ARBITRATE DISPUTES WITH THA AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. THIS SECTION DOES NOT GOVERN DISPUTES BETWEEN USERS OR BETWEEN USERS AND THIRD PARTIES. THA DOES NOT PROVIDE DISPUTE RESOLUTION SERVICES FOR SUCH DISAGREEMENTS AND THE PARTIES MUST RESOLVE THOSE DISPUTES DIRECTLY.
Initial Action. Prior to the commencement of arbitration, the parties shall engage in good faith efforts to resolve any and all disputes by contacting the other party via email at (THA at legal_products@hashgraph-group.com). Such good faith efforts shall continue for twenty (20) days following the initial contact. If the dispute is not amicably resolved within this twenty (20) day period, either party may then commence arbitration.
Arbitration
Any dispute, controversy, or claim arising out of, or in relation to, this contract, including regarding the validity, invalidity, breach, or termination thereof, shall be resolved by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Arbitration Centre in force on the date on which the Notice of Arbitration is submitted in accordance with those Rules.
The number of arbitrators shall be one.
The seat of the arbitration shall be Zurich, Switzerland.
The arbitral proceedings shall be conducted in English.
Right to Opt-Out. You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth above by sending notice of your decision to opt-out to the following email address: legal_products@hashgraph-group.com. The notice must be sent within 30 (thirty) days of your first use of the Services, otherwise you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt-out of these arbitration provisions, THA also will not be bound by them.
Class Action Waiver. You further agree that any arbitration shall be conducted in your individual capacity only and not as a class action or other representative action, and you expressly waive your right to file a class action or seek relief on a class basis. YOU AND AGREE THAT YOU MAY BRING CLAIMS AGAINST THA IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
Jury Trial Waiver. YOU AND THA HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and THA are instead electing that all claims and disputes shall be resolved by arbitration as detailed in this section. An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
Final Provisions
Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between THA and you regarding the Wallet, Services, and Content, and supersede and replace any and all prior oral or written understandings or agreements between THA and you regarding the Wallet, Services, and Content.
Amendments. THA reserves the right to alter, amend or modify these Terms from time to time, in our sole discretion, due to legislative or regulatory measures, technical developments, any change or improvement of the Services including security reinforcement of the Services. If we do so, we will notify you through the App, or through other methods of communication which we deem reasonable. It is important that you review the Terms whenever we modify them. If you continue to use the Wallet or Services after we have modified the Terms, you are agreeing to be legally bound, and to abide by the modified Terms. If you do not agree to be bound by the modified Terms, then you may not use the Wallet or Services. Because our Services are evolving over time we may change or discontinue all or any part of the Wallet or Services at any time and without notice, in our sole and absolute discretion.
Term and Termination. These Terms commence on the date you first begin using the Services and will remain in effect until these Terms are terminated. You may stop using the Services at any time, which may include removing the Wallet web browser extension. We may suspend or terminate your access to the Services at any time and without notice. Following termination of the Services, you will no longer be able to use the Services.
Assignment. You may not assign your rights or obligations under these Terms in whole or in part to any third party. You acknowledge and agree that THA may assign its rights and obligations under these Terms of Use and, in such context, share or transfer information provided by you while using the Services to a third party.
Severability. If any provision, or portion of provision, contained in these Terms is invalid or unenforceable, the remaining provisions, or the remaining portion of such provision, shall remain in full force and effect. Instead of the invalid provision, a rule shall apply that achieves as closely as possible the intention of the Parties in drafting the invalid provision.
Waiver. Our failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of THA. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
Languages. The English version of these Terms will be the binding version and all communications, notices, and other actions and proceedings relating to these Terms will be made and conducted in English, even if we choose to provide translations of these Terms into the native languages in certain countries. To the extent allowed by law, any inconsistencies among the different translations will be resolved in favor of the English version.
Headings. Any heading, caption, or section title contained is inserted as a matter of convenience only and may not be used to interpret any section or provision hereof.
Force Majeure. You understand and acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of third-party communication networks and facilities that are outside of THA’s control, and thus THA will not be responsible for any delays, failures, or damages associated with the Services which result from any system delays, downtimes, interruptions or other failures of or problems with the Services which are outside of THA’s control. We will not be deemed to be in breach of or liable for any breach of these Terms or our Privacy Policy due to any event or occurrence beyond our reasonable control, including without limitation, acts of God, terrorism, war, invasion, epidemic, pandemic, acts of governmental authorities and changes in federal, state or local laws and regulations applicable to the provision of Services, failures of any public networks, electrical shortages, earthquakes or floods, civil disorder, strikes, fire, or other disaster.