The Charity NFT Auction on Hedera is a one-time decentralized auction run by DOVU, Fluent Finance, Gomint.me, Hedera, IvyX, ProvenDB, and SEUNwater. A total of seven items will be be auctioned, which include a combination of physical items with a corresponding NFT from Hedera’s co-founders Mance Harmon and Leemon Baird as well as digital creations from the Hedera community. All proceeds from these auctions will be provided to Hopeful Solutions, a non-profit organization that supports single mothers and their children based in Dallas, Texas. All code for the auction is open sourced under an Apache 2.0 license and available on GitHub.
These Terms govern your access to and use of the Charity NFT Auction on Hedera website (www.hedera.auction); including without limitation the creation, purchase, sale, exchange, or modification of certain digital assets; our online and/or mobile services, and software provided on or in connection with those services (collectively, the “Service”).
This Service also allows you to purchase Crypto Assets (as defined below) via auction (“Auction”). All Crypto Assets are created with Hedera Token Service on the Hedera mainnet. Detailed rules regarding the Auction process are available on this page (https://hedera.com/blog/building-nft-auction-on-hedera). You may only participate in the Auction by placing bids in Hbars (defined below) from any Hbar supported wallet.
PLEASE REVIEW THESE TERMS CAREFULLY, INCLUDING WITHOUT LIMITATION ANY LINKED TERMS AND CONDITIONS APPEARING OR REFERENCED BELOW, WHICH ARE INCORPORATED BY REFERENCE INTO THESE TERMS.
THESE TERMS REQUIRE THE USE OF BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE ALL DISPUTES ARISING OUT OF, RELATING TO, OR CONNECTED WITH THEM, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
- Definitions. Certain capitalized terms in these Terms will have the meaning in this Section.
- “Application(s)” means one or more software programs developed by You that communicates with the Hedera Network, including bug fixes, updates, upgrades, modifications, enhancements, supplements to, revisions, new releases and new versions of such software programs.
- “Crypto Assets” refer to unique non-fungible tokens, implemented on the Hedera Token Service (“HTS”), including without limitation (i) Leemon’s Coin in Nickel, a 3D printed physical token hand-stamped by Leemon with a certificate of authenticity; (ii) Leemon’s Coin in Gold, a 3D printed physical token hand-stamped by Leemon with a certificate of authenticity; (iii) Mance's One From Many Book, an autographed by Mance copy of the book One From Many by Dee Hock from Mance’s personal collection; (iv) Hedera Pendant by Reggie Wraps, a handmade, one-of-a-kind pendant made out of sterling silver wire and featuring the Hedera logo made by Reggie Wraps; and (v) three to five NFTs designed by Hedera community members.
- “Developer(s)” means an individual or entity who accesses or uses the Developer Tools or otherwise attempts to use the Hedera Technology to build an Application(s), inclusive of a Developer’s employees and contractors, members of the Developer’s organization or, if the Developer is an educational institution, faculty and staff.
- “Developer Tools” means Hedera-proprietary software provided hereunder, including but not limited to header files, APIs, libraries, simulators, and software (source code and object code) for purposes of developing Applications to be made available on the Hedera Network and any other software that Hedera provides to You under the Hedera Network, including any Updates thereto (if any) that may be provided to You by Hedera under the Hedera Network.
- “Hedera Documentation” means any technical or other specifications, documentation, manuals, user guides, web pages, content, data and information and/or other documentation provided by Hedera through the Hedera Site or the Hedera Network, as each of the foregoing may be modified from time to time by Hedera, but excluding the Developer Tools.
- “Hedera Materials” means the Hedera Sites, the Hedera Network (including the Hedera Technology, Nodes and Hbars), the Community Testing Applications, and the Charity NFT Auction website (www.hedera.auction).
- “Hedera Network” means the peer-to-peer, distributed ledger technology-based system operated by Hedera that is accessible for use by End Users as a public ledger. The Hedera Network consists of the Nodes, Hbars and the Hedera Technology.
- “Hedera Parties” collectively means Hedera and its affiliates, and its and their respective officers, members, directors, employees, service providers, agents, licensors, suppliers, successors and assigns.
- “Hedera Profile” is defined in Section 2.3 of these Terms.
- “Hedera Site(s)” means the website(s) or webpage(s) operated by Hedera that include content and other information about Hedera and the Hedera Network, including the Developer Site(s) and The Daily Timestamp.
- “Law(s)” means all existing and future federal, state, provincial, regional, territorial and local Laws, international treaties, statutes, statutory instruments, ordinances, regulations, rules, executive orders, supervisory requirements, directives, circulars, opinions, interpretive letters and other office releases, guidelines, and policies with the force of law, of or by any government, or any governmental authority, department, or agency thereof (including all federal and state banking laws, regulations, guidance, and policies), or any court of competent jurisdiction.
- “Node(s)” means an active physical electronic device that runs the Node Software, connects to the Hedera Network, creates, sends, receives and/or transmits information over the Hedera Network and offers one or more services supported by the Hedera Network.
- “Node Software” means the node software provided by Hedera to be used for the purpose of creating and operating a Node.
- “Hbar(s)” means the cryptocurrency native to the Hedera Network for the purpose of securing the network and paying network usage fees.
- “Update(s)” means bug fixes, updates, upgrades, modifications, enhancements, supplements, and new releases or versions of the Developer Tools or Hedera Documentation, or to any part of the Developer Tools or Hedera Documentation.
- Eligibility and Access Terms.
- Eligibility. You must be at least 18 years of age or the age of majority in Your place of residence to access the Hedera Materials. These Terms consist of a legally binding contract between You and Hedera. These Terms apply to any End User of the Hedera Materials. You may access and use the Hedera Materials only if You can form a binding contract and only in compliance with these Terms and all applicable Laws.
- Hedera Portal. Each End User or Developer who generates a mainnet or testnet Account ID through the Hedera Portal must have a current and valid account profile (“Hedera Profile”) to access and use the Hedera Network.
- Grant of Rights. Subject to these Terms, Hedera hereby grants to You a limited, non-exclusive, revocable, non-transferable, non-sublicensable right to access and use the Hedera Materials. Hedera may terminate or limit this license for the (including a license to access and use the Hedera Site) at any time for any reason or no reason. Hedera does not offer any specific uptime guarantee for the Hedera Materials.
- Before putting in an offer to purchase a unique digital asset, we will ask You to create a Hedera account for each auction (details are provided in Section 4). This account is created with a threshold key meaning that several signatures are required to operate the account, no single party has control over the account. The owner of the token being auctioned transfers the token to the Auction account such that when the auction is complete, the token's owner cannot refuse to transfer the token.
- Bids are placed using Hbars. Each time a user places a bid via a browser extension or wallet it is sent to a Hedera account managed by the permissioned network participants. Each auction has its own account to ensure that the bidder has sufficient funds to cover the winning bid and prevents bidders with no intention of paying at the end of the auction from placing bids in the first place. Once a winning bid is placed and the winner declared, the winner cannot rescind their bid.
- Hedera is responsible for the delivery of the Crypto Assets, as well as the corresponding physical item, to the winning bidder. All Crypto Assets and corresponding physical items will be delivered once the winning bidder has successfully completed a KYC identity check. All losing bids will be refunded.
- Hedera Registration. If you wish to participate in an Auction for Crypto Assets, you will need to register for an account on the Service (“Account”). By registering with Hedera on the Charity NFT Auction website or any Hedera Site, Hedera may provide You with notifications and emails regarding the Hedera Materials and functionality of the Hedera Sites and such services that Hedera may establish and maintain from time to time and in Hedera’s sole discretion.
- Accuracy of Information. You may never use another individual’s email account or identity to register with Hedera. All information provided by You to Hedera must be current, true, accurate, supportable and complete and You will promptly notify Hedera of any changes to such information. Additionally, You willmaintain the security of your password and accept all risks of unauthorized access to your Account and the information you provide to us, and immediately notify us if you discover or otherwise suspect any security breaches related to the Service, or your Account.
- Updates and Notices. You may update the information that You have provided to Hedera, such as Your contact information, interests and developer status, by emailing Hedera at firstname.lastname@example.org. By providing Hedera Your email address You consent to Hedera using the email address to send You Hedera Site and Hedera Materials related notices, including any notices required by law, in lieu of communication by postal mail. Hedera may also use Your email address to send You other messages, such as changes to features of the Hedera Sites or any of the Hedera Materials and special offers. If You do not want to receive such email messages, You may opt out or change Your preferences by emailing Hedera at email@example.com. Opting out may prevent You from receiving email messages regarding updates, improvements or offers.
- Hedera will block multiple accounts of the same user. Also, you agree that you will not: create another account if we’ve disabled one you had unless you have our written permission first; buy, sell, rent or lease access to your Account or username unless you have our written permission first; share your Account password with anyone; or log in or try to log in to access the Service through unauthorized third party applications or clients.
- Hedera may require you to provide additional information and documents at the request of any competent authority or in case of application of any applicable law or regulation, including laws related to anti-laundering (legalization) of incomes obtained by criminal means, or for counteracting financing of terrorism. Hedera may also require you to provide additional information and documents in cases where it has reasons to believe that: Your Account is being used for money laundering or for any other illegal activity; You have concealed or reported false identification information and other details; or Transactions effected via your Account were effected in breach of these Terms. In such cases, Hedera, in its sole discretion, may pause or cancel your Auction transactions until such additional information and documents are reviewed by Hedera and accepted as satisfying the requirements of applicable law. If you do not provide complete and accurate information and documents in response to such a request, Hedera may refuse to provide the Content (defined in Section 8.1 below) to you.
- By creating an Account, you consent to receive electronic communications from Hedera (e.g., via email or by posting notices to the Service). These communications may include notices about your Account (e.g., password changes and other transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy. We may also send you promotional communications via email, including, but not limited to, newsletters, special offers, surveys and other news and information we think will be of interest to you. You may opt out of receiving these promotional emails at any time by following the unsubscribe instructions provided therein.
- You must provide all equipment and software necessary to connect to the Service and services, including but not limited to, a mobile device that is suitable to connect with and use Service and services, in cases where the Service offers a mobile component. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Service or services.
- As stated above, your participation in the Auction is also subject to the rules available on this page (https://hedera.com/blog/building-nft-auction-on-hedera).
- End User Security. For any Hedera Materials, including the Community Testing Applications, You are solely responsible for keeping Your access and recovery credentials (e.g. passwords, PINs, recovery codes, private keys, etc.) confidential and secure (“Credentials”). You are solely responsible for the activity that occurs under any profile or on any account or created by You, and You must take all necessary steps to keep Your Credentials secure. Hedera encourages You to use “strong” passwords (passwords that use a combination of upper and lower-case letters, numbers and symbols) with all of Your profiles and accounts associated with any Hedera Materials, and encourages You to securely backup all Credentials, as they may not be recoverable by Hedera. You must notify Hedera immediately of any breach of security or unauthorized use of Your profiles and accounts by submitting your issue at https://help.hedera.com/hc/en-us/requests/new. Hedera will not be liable for any losses caused by any unauthorized use of Your profiles and accounts.
- Force Majeure. Hedera will not be liable or responsible to You, nor be deemed to have defaulted or breached these Terms, for any failure or delay in its performance under these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions (including regulatory actions), war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers, manufacturers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage. The Hedera Materials may be suspended temporarily without notice for security reasons, system failure, maintenance and repair, or other circumstances.
- Proprietary Rights.
- Unless otherwise indicated in writing by us, the Service and all content and other materials contained therein, including, without limitation, the Hedera logo and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, “Content”) are the proprietary property of Hedera or our affiliates, licensors or users, as applicable.
- Notwithstanding anything to the contrary in these Terms, the Service and Content may include software components provided by Hedera or its affiliates or a third party that are subject to separate license terms, in which case those license terms will govern such software components.
- The Hedera Materials are licensed, not sold, to You, and Hedera retains and reserves all rights in the Hedera Materials not expressly granted in the Terms. You expressly acknowledge that Hedera and its licensors retain all worldwide right, title and interest in and to the Hedera Materials and its entire contents, features, and functionality (including but not limited to all information, software, technology, text, displays, images, video, and audio, and the design, selection, and arrangement) thereof and any and all Updates in the foregoing, including without limitation all rights embodied in the Hedera Materials in patents, trademarks, trade names, copyrights, trade secrets, know-how, data (including without limitation all applications therefor), and all proprietary rights under the Laws of the United States, any other jurisdiction or any treaty (collectively, “Intellectual Property Rights”). You acknowledge and agree that Hedera and its licensors own all right, title and interest, including all Intellectual Property Rights and other proprietary rights, in and to the Hedera Materials, and no rights in the foregoing are transferred to You hereunder. The content of the Hedera Materials may not be copied, disseminated, altered or made accessible to third parties for commercial purposes. All Hedera trademarks, service marks, typefaces, company designs, logos and emblems on the Hedera Materials are protected by trademark law. The marks and design elements used on the Hedera Materials are intellectual property of Hedera or its licensors. You will not copy, use, infringe upon, misappropriate or otherwise violate these marks and design elements. The Hedera Materials may also display other product, service and/or company names that may be the trademarks of their respective owners.
- Feedback. You agree that Hedera shall have the right to use, in any manner and for any purpose, any information gained as a result of Your use of the Hedera Materials. Such information shall include but not be limited to ideas, content, concepts, designs, changes, modifications, corrections and improvements to the Hedera Materials provided to Hedera by You. Hedera shall have the right to use, at its sole discretion, all such information, including, but not limited to, use by incorporation of such information into computer programs and documentation for assignment, license, or other transfer to third parties, without any duty to account to You and if You do provide Hedera with any suggestions, ideas, feedback, error identifications or other information related to the Hedera Materials, (“Feedback”). You hereby assign to Hedera all right, title and interest in and to all Feedback, including all Intellectual Property Rights therein, and agrees to assist Hedera in perfecting such rights and obtaining assignments of such rights from all individuals involved in generating the Feedback.
- User Information and Copyright. You are solely responsible for your use of the Services and for any User Information you provide, including compliance with applicable laws, rules, and regulations. We take no responsibility for the User Information posted or listed via the Services. You retain your rights to any User Information you submit, post, or display using the Services.
- By submitting, posting or displaying User Information on or through the Services, you grant us a worldwide, non-exclusive, sublicensable, royalty-free license to use, copy, modify, and display any text, content, files, communications, comments, feedback, suggestions, ideas, concepts, questions, data or other content that you submit or post on or through the Services or through tools or applications we provide for posting or sharing such content (collectively “User Information”) for our lawful business purposes, including to provide, promote, and improve the Services.
- Hedera does not claim that submitting, posting or displaying User Information on or through the Services gives Hedera any ownership or resale rights in your User Information. We're not saying we own it or will resell it. We're just saying we might show it off a bit.
- You represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for any User Information that you submit, post or display on or through the Services. You agree that such User Information will not contain material subject to copyright or other proprietary rights, unless you have necessary permission or are otherwise legally entitled to post the material and to grant Hedera the license described above.
- Hedera reserves the right to remove content without prior notice. Hedera will take down works in response to formal infringement claims and will terminate a user's access to the Services if the user is determined to be a repeat infringer.
- If you believe that your content has been copied in a way that constitutes copyright infringement, please report this by contacting our designated copyright agent at: firstname.lastname@example.org.
- Formal infringement claims regarding content on the Services must include: (i) A written communication delivered to the agent designated above; (ii) A physical or electronic signature of someone authorized to act on behalf of the copyright owner; (iii) Identification of the copyrighted work(s) allegedly infringed; (iv) Identification of material claimed to be infringing, reasonably sufficient to permit Company to locate the material; (v) Information reasonably sufficient to permit Company to contact the complaining party. This can be an address, phone number, email address, or other suitable method of contact; (vi) A statement that the “complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and” (vii) A statement that the information in the notice is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the copyright owner.
- If you believe that your likeness has been used in a way that violates your personality rights, please report this by contacting our designated personality rights agent at: email@example.com.
- Formal claims regarding content on the Services must include: (i) A written communication delivered to the agent designated above;(ii) A physical or electronic signature of someone authorized to act on behalf of the person or the estate affected; (iii) Identification of material claimed to be violating, reasonably sufficient to permit Company to locate the material; (iv) Information reasonably sufficient to permit Company to contact the complaining party. This can be an address, phone number, email address, or other suitable method of contact; (v) A statement that the “complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the person or the estate affected, its agent or the law; and” (vi) A statement that the information in the notice is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the person or the estate.
- Hyperlinks. You are granted a limited, nonexclusive, nontransferable right to create a text hyperlink to the Service for noncommercial purposes, provided that such link does not portray Hedera or our affiliates or any of our products or services in a false, misleading, derogatory or otherwise defamatory manner, and provided further that the linking site does not contain any adult or illegal material or any material that is offensive, harassing or otherwise objectionable. This limited right may be revoked at any time. You may not use a logo or other proprietary graphic of Hedera to link to the Service or Content without our express written permission. Further, you may not use, frame or utilize framing techniques to enclose any Hedera trademark, logo or other proprietary information, including the images found on the Service, the content of any text or the layout or design of any page, or form contained on a page, on the Service without our express written consent.
- Certain Limitations. You acknowledge that the Hedera Materials, are not intended to be 100% reliable and 100% available. The Hedera Materials are subject to interruptions from time to time and failures for a variety of reasons beyond Hedera’s control, such as wireless service limitations and failures. You acknowledge these limitations and agree that Hedera is not responsible for any damages allegedly caused by the failure or delay of the Hedera Materials (including to any person or property).
- End Users. You agree to indemnify, defend and hold harmless the Hedera Parties from and against any Losses arising out of, relating to, or connected with (i) Your violation of these Terms, (ii) Your use of the Hedera Materials, including, but not limited to any use of Hedera’s or its licensors’ content, services and products other than as expressly authorized in these Terms or Your use of any information obtained from the Hedera Materials, (iii) any of Your Applications; (iv) any content or Feedback You provide, or (v) Your violation of any Law or the rights of any third party.
- Generally. Hedera reserves the right, at Your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify Hedera and You agree to cooperate with our defense of such claims. You agree not to settle any such claim without the Hedera’s prior written consent. Hedera will use reasonable efforts to notify You of any such claim, action or proceeding upon becoming aware of it.
- NO WARRANTY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE HEDERA MATERIALS AND YOUR DEVELOPMENT AND USE OF APPLICATIONS (AS APPLICABLE) IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. THE HEDERA MATERIALS IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND THE HEDERA PARTIES HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE HEDERA MATERIALS, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TIMELINESS, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. HEDERA DOES NOT WARRANT:
- A) AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE HEDERA MATERIALS;
- B) THAT THE HEDERA MATERIALS WILL MEET YOUR REQUIREMENTS;
- C) THAT THE OPERATION OF THE HEDERA MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE,
- D) THAT DEFECTS OR ERRORS IN THE HEDERA MATERIALS WILL BE CORRECTED,
- E) THAT HEDERA MATERIALS WILL BE COMPATIBLE WITH FUTURE HEDERA PRODUCTS, SERVICES OR SOFTWARE OR ANY THIRD-PARTY SOFTWARE, APPLICATIONS, OR SERVICES, OR
- F) THAT ANY INFORMATION STORED OR TRANSMITTED THROUGH ANY HEDERA MATERIALS WILL NOT BE LOST, CORRUPTED OR DAMAGED.
YOU ACKNOWLEDGE THAT THE HEDERA MATERIALS ARE NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE ERRORS, DELAYS, FAILURES OR INACCURACIES IN THE TRANSMISSION OR STORAGE OF DATA OR INFORMATION BY OR THROUGH THE HEDERA MATERIALS OR THE APPLICATIONS COULD LEAD TO DEATH, PERSONAL INJURY, OR FINANCIAL, PHYSICAL, PROPERTY OR ENVIRONMENTAL DAMAGE, INCLUDING WITHOUT LIMITATION THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, LIFE SUPPORT OR WEAPONS SYSTEMS.
NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY HEDERA OR A HEDERA AUTHORIZED REPRESENTATIVE WILL CREATE A WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
- Interactive Features; User Submissions.
- Hedera may provide interactive features on or through the Hedera Materials, including, without limitation, message boards, messaging/chat features, information sharing features (including the ability to e-mail information directly to other users), content sharing features, profiles, forums, and bulletin boards (collectively, “Interactive Features”) that allow users to post, submit, publish, display or transmit to other users, Hedera, or other persons, or to share on social media sites, including, but not limited to, by using Hedera’s hashtag(s) (“post”) information, data, content or materials, including, without limitation, any and all image(s), text, photograph(s), video(s), and sound recordings (“User Submissions”).
- Any User Submissions You post to or through the Hedera Materials will be considered non-confidential and non-proprietary. By posting User Submissions, You hereby grant the Hedera Parties a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, transferable license, right and permission to publish, copy, alter, modify, edit, adapt, create derivative works, distribute, publicly perform, display, exhibit, transmit, broadcast, digitize, market, advertise, sell, rent, license, exploit, use, and otherwise disclose to third parties, for any purpose, including for marketing, advertising and promotional purposes, in any and all media or marketing platforms, now known or hereafter known, including the right to sublicense (through unlimited levels of sublicenses), (a) such User Submissions; (b) Your name and/or handle, image, likeness, voice, appearance, biographical information, the image of Your pet(s) and other property; (c) all copyrights and other intellectual property and proprietary rights in the foregoing; and (d) all modifications to and derivative works of the foregoing.
- 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.
- Third Party Links. The Hedera Materials may permit You to link to other websites, services or resources on the Internet, and other websites, services or resources may contain links to the Hedera Sites. When You access third party websites, You do so at Your own risk. These other websites are not under Hedera's control, and You acknowledge that Hedera is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by Hedera or any association with its operators. You further acknowledge and agree that Hedera shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource.
- Relationship of the Parties; Independent Development. The relationship of the parties established by the Terms is that of independent contractors. No party has the authority to bind the other or assume or create any obligation or liability on the other’s behalf. These Terms are for the sole benefit of the parties and their successors and permitted assigns, and nothing in the Terms shall give or be construed to give any person or entity other than the parties any legal or equitable rights. Further, nothing in the Terms will impair Hedera's right to develop, acquire, license, market, promote, or distribute products or technologies that perform the same or similar functions as, or otherwise compete with the Applications, or any other products or technologies that You may develop, produce, market, or distribute.
- Notices. Notices will be in writing and delivered as follows. Notices from You to Hedera will be sent by courier or overnight delivery to 3400 North Central Expressway, Suite 470, Richardson, Texas 75080. Notices from Hedera to You will be sent by electronic mail to the address You provide when You register for Your Hedera Profile, if applicable, or other profile or account related to Your access or use of the Hedera Materials.
- Modifications to the Terms. Hedera may update or modify the Terms and other terms and conditions, from time to time at its sole discretion by posting the changes on the Hedera Site or by otherwise notifying You (such notice may be via email). Hedera reserves the right in our sole discretion to modify, suspend or discontinue, temporarily or permanently, the Services (or any features or parts thereof) or suspend or discontinue the Auction at any time and without liability therefore. When Hedera updates or modify the Terms, Hedera will revise the “last updated” date at the top of this page. If at any time You do not agree to these Terms, please do not access or use any of the Hedera Materials. Your continued use of the Hedera Materials after a posted change in these Terms will constitute Your acceptance of and agreement to such changes.
- Modifications to the Hedera Materials. Hedera may, with or without notice, change, suspend, or discontinue any aspect of the Hedera Sites, the Hedera Network and the Community Testing Applications, including the Hedera Testnet Materials, Developer Sites, Developer Tools or Hedera Documentation. Without limiting the foregoing, Hedera reserves the right, from time to time, without prior notice, to shut down any or all of the Hedera Sites, the Hedera Network and the Community Testing Applications, including the Hedera Testnet Materials, Developer Sites, Developer Tools or Hedera Documentation for maintenance and/or updates and Hedera is not responsible or liable to You for any such downtime, including the discontinuation of Hedera Testnet Materials.
- Third Party Notices. Portions of the Hedera Materials, including the Developer Tools, may utilize or include third party software and other copyrighted material. Acknowledgements, licensing terms and disclaimers for such material may be contained in the electronic documentation for the Developer Tools, and Your use of such material is governed by their respective terms.
- No Waiver. No waiver of any provision of the Terms shall be deemed a further or continuing waiver of such provision or any other provision, and Hedera’s failure to assert any right or provision under the Terms shall not constitute a waiver of such right or provision.
- California Residents. The Hedera Sites or any services provided by Hedera are offered by Hedera Hashgraph, LLC, located at 3400 North Central Expressway, Suite 470, Richardson, Texas 75080, and can be reached via email at firstname.lastname@example.org. 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.
- Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL HEDERA BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THESE TERMS, THE SERVICE, PRODUCTS OR THIRD PARTY SITES AND PRODUCTS, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF HEDERA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICES, PRODUCTS OR THIRD PARTY SITES AND PRODUCTS ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA RESULTING THEREFROM.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF HEDERA ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, THE ACCESS TO AND USE OF THE SERVICE, CONTENT, CRYPTO ASSETS, OR ANY PRODUCTS OR SERVICES PURCHASED ON THE SERVICE EXCEED THE GREATER OF (A) $100 OR (B) THE AMOUNT RECEIVED BY HEDERA FROM THE SALE OF CRYPTO ASSETS THAT ARE THE SUBJECT OF THE CLAIM.
THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY TO LIABILITY OF HEDERA FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A MEMBER OF HEDERA’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A MEMBER OF HEDERA’S FRAUD OR FRAUDULENT MISREPRESENTATION
Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. Some jurisdictions also limit disclaimers or limitations of liability for personal injury from consumer products, so this limitation may not apply to personal injury claims.
- Dispute Resolution; Arbitration.
- Dispute Resolution. Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Hedera and limits the manner in which you can seek relief from us.
- Applicability of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of the Service, to any products sold or distributed through the Service, or to any aspect of your relationship with Hedera, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify; and (2) you or Hedera may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).
- Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to: email@example.com. The arbitration will be conducted by American Arbitration Association (“AAA”) and held in Collin County, an established alternative dispute resolution provider (https://www.adr.org/). If AAA is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay AAA’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Hedera will pay them for you. In addition, Hedera will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
- Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Hedera. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non- monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Terms (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
- Waiver of Jury Trial. YOU AND HEDERA 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 Hedera are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 29(b) above. 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.
- Waiver of Class or Other Non-Individualized Relief. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A OR COLLECTIVE CLASS BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
- 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to firstname.lastname@example.org, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address you used to set up your account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
- Severability. Except as provided in this Section, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
- Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Hedera.
- Modification. Notwithstanding any provision in these Terms to the contrary, we agree that if Hedera makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing to Hedera at the following address: email@example.com.
- Governing Law and Venue. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court, shall be resolved in the state or federal courts of Texas and the United States of America, respectively, sitting in Collin County, Texas, except to the extent prohibited by applicable local law. These Terms shall be governed by, subject to, and construed in accordance with the laws of Texas, USA, excluding all conflict of law rules. This does not affect any rights You may have under the law of the country in which You are a resident, including Your right to have a dispute in relation to these Terms heard in the courts of that country solely to the extent required under such applicable local laws. If any provision(s) of these Terms are held to be invalid or unenforceable, all remaining provisions hereof will remain in full force and effect. These Terms shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
- Termination. Notwithstanding anything contained in these Terms, we reserve the right, without notice and in our sole discretion, to terminate your right to access or use the Service at any time and for any or no reason, and you acknowledge and agree that we shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to us, to the fullest extent permitted by applicable law.
- Survival. The following sections will survive the expiration or termination of these Terms and the termination of your Account: all defined terms and Sections 1-4 and 7-19.
- Miscellaneous. These Terms along with the Auction Rules constitute the entire agreement between you and Hedera relating to your access to and use of the Services and Content, and your participation in the Auction. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of Hedera prior, concurrent or subsequent circumstance, and Hedera’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. Except as otherwise provided herein, these Terms is intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity.