TERMS OF USE.

Last updated on 4 November 2022


PART A – GENERAL TERMS
 

1. THESE TERMS

 

1.1       These terms of use, as updated from time to time, govern your use and access to our Platform,  our Licensed Software, our Licensed Documentation, our Services, our web portals, our application programming interfaces (APIs), our notifications and any information or content appearing therein (collectively our “Offerings”).

 

1.2         These terms of uses contain the terms and conditions that govern your access to and use of the Offerings provided by us and is an agreement between us and you or the entity you represent.

 

1.3         BY CLICKING A BUTTON OR CHECKBOX TO ACCEPT OR AGREE TO THESE TERMS WHERE THAT OPTION IS MADE AVAILABLE, CLICKING A BUTTON TO USE OR ACCESS ANY OF THE OFFERINGS, OR, IF EARLIER, USING OR OTHERWISE ACCESSING THE OFFERINGS (THE DATE ON WHICH ANY OF THE EVENTS LISTED ABOVE OCCUR BEING THE “EFFECTIVE DATE”), YOU (1) ACCEPT AND AGREE TO THESE TERMS OF USE AND ANY ADDITIONAL TERMS, RULES AND CONDITIONS ISSUED BY US FROM TIME TO TIME AND (2) CONSENT TO THE COLLECTION, USE, DISCLOSURE AND OTHER HANDLING OF INFORMATION AS DESCRIBED IN OUR PRIVACY POLICY.

 

1.4       IF YOU DO NOT AGREE WITH ANY OR ALL OF THESE TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE OFFERINGS AND YOU MUST DISCONTINUE USE IMMEDIATELY.

 

1.5        User” refers to you individually.  IF YOU ARE AGREEING TO THESE TERMS AS A REPRESENTATIVE OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AND “USER” SHALL ALSO REFER TO THAT ENTITY ACCESSING THE OFFERINGS BY, THROUGH OR ON BEHALF OF THE USER.  CryptoBLK and User are each a “party” and, together, are the “parties.”

 

2.          In these terms of use, the following terms have the following meanings unless the context otherwise requires (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

 

Adaptations and Modifications” means, with respect to any Intellectual Property, all derivative works thereof, developments therefrom or improvements or enhancements thereto. The term “Adapt and Modify” shall mean to make, have made, and create derivative works, improvements, and enhancements.

CryptoBLK Indemnitee” means CryptoBLK, its Affiliates, the officers, employees, agents and Representatives of CryptoBLK and of its Affiliates. 

CryptoBLK IP” shall have the meaning as ascribed to it in section 15.1.

CryptoBLK Marks” shall have the meaning as ascribed to it in section 16.1.

“Customer” means the party who has entered into the Master Agreement with CryptoBLK for the use of the Offerings in consideration of fees and shall be a User hereof itself, who may authorise directly and indirectly certain entities and individuals to also become a User hereof pursuant to the terms of the Master Agreement.

Designee” means the corporate vendors, contractors and/or designees with whom the Customer transacts business with for the Customer’s internal business purposes who is authorised by the Customer to use the offerings and be a User hereof itself pursuant to the terms of the Master Agreement.

Force Majeure Events” means, in relation to either Party, any circumstances beyond the reasonable control of that Party including:

(a)            Act of God, explosion, flood, tempest, fire or accident;

(b)            war or threat of war, acts of terrorism, sabotage, insurrection, civil disturbance or requisition;

(c)            floods, earthquakes, hurricanes, epidemics or pandemics;

(d)            acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;

(e)            import or export regulations or embargoes;

(f)             strikes, lock-outs or other industrial actions or trade disputes;

(g)            power failure or breakdown in machinery.

“Governmental Authority” means any foreign or federal, state, national, provincial, or local government or political subdividision thereof, or any multinational organization or any authority, agency or commission entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power, any court or tribunal (or any department, bureau or division thereof, or any governmental arbitrator or arbitral body)

“Harmful Code” means any computer code that is intended or known to be harmful, destructive, disabling or which assists in or enables theft, alteration, denial of service, unauthorised disclosure or destruction or corruption of data including viruses, worms, spyware, adware, keyloggers, trojans, and any new types of programmed threats that may be classified, but excludes passwords, trial period software and like features which are security features or intended elements of the software solely used to prevent unauthorised use of the software in contravention of a licence.

Licensed Documentation means the documentation relating to the Licensed Software provided by CryptoBLK, as amended from time to time;

Licensed Software means the software and its updates (including related integration, implementation and configuration from CryptoBLK as part of the Services) licensed by CryptoBLK to a User;

“Object Code” means computer programs assembled or compiled in magnetic or electronic binary form on software media, which are readable and useable by machines, but not generally readable by humans without reverse assembly, reverse compiling, or reverse engineering.

“Order Form” means the standard form in Annex 2 of the Master Agreement, which shall be completed, executed and delivered by CryptoBLK and a Customer for ordering Software licenses and/or Services.

Person” includes a legal person, incorporated or unincorporated entities.

Platform” means KentroTM, a software platform developed by CryptoBLK, which offers software, services, applications, utilities and databases.

Relevant IP” means all relevant Intellectual Property Rights of CryptoBLK or any other person in relation to the Licensed Software and the Licensed Documentation.

Relief Event” means any of the following:

(h)            The failure of, or problems relating to, network services, connections, software, firmware or equipment not under the control of CryptoBLK;

(i)             Misuse or abuse of the Licensed Software by any Person, including the User, other than CryptoBLK;

(j)             Failure or delay to perform any of its obligations by the User as set out in the Master Agreement;

(k)            Use of installation of the Licensed Software in a way not permitted under the Master Agreement or the Licensed Documentation by any Person, including the User, other than CryptoBLK;

(l)             Any Force Majeure Event;

(m)          Cyber-attacks, meaning the use or operation, as a means of inflicting harm, of any computer, computer system, computer software programme, malicious code, computer virus or process or any other electronic system, whether targeted or not, whether malicious or not.

“Representatives” means a Person acting on behalf of another Person, with fully documented authorities to act and the scope of such actions.

Servicesmeans the services to be provided by CryptoBLK to a User.

Third Party” means a Person other than me or you, who may or may not be another User of the Offerings.

Third Party Claim” means any written assertion by a Third Party of any claim, or the commence by any such Third Party of any action against CryptoBLK Indemnitees or User Indemnitees.

Third Party Services” means any services which are provided by any Third Party received by a User in connection with or arising from the Use of the Offerings.

Third Party Software” means any software or application which is proprietary to any Third Party Used by a User in connection with or arising from the Use of the Offerings.

“Use” means to activate the processing capabilities of the Offerings, load, execute, access, employ the Offerings or display or general information resulting form such capabilities.

User Data” shall have the meaning as ascribed to it in section 9.1.

User Indemnitees” means the User, its Affiliates as authorised to Use the Licensed Software pursuant to the Master Agreement, the officers, employees, agents and Representatives of the User and such authorised Affiliates.

User Marks” means the Users’ trademarks and logos.

        “Master Agreement” means the Master Platform-as-a-Service Agreement entered by Customer and CryptoBLK in relation to the use of the Offerings, together with its schedules and annexes, as amended and supplemented from time to time, together with the Order Form(s), these terms of use, the Privacy Policy and other operational guides and protocol documents as may be provided to the User by CryptoBLK from time to time, each of which shall by reference deemed as incorporated into the terms of the Master Agreement. In these terms of use, unless the context otherwise requires, each reference to “MASTER AGREEMENT” shall to the largest extent applicable, include the Order Form(s), these terms of use, the Privacy Policy and other operational guides and protocol documents.

 


3. ABOUT US AND HOW TO CONTACT US

 

3.1        We are CRYPTOBLK LIMITED, a private company having its own office of business at Units 505 – 510, 5/F., 1E Core Building, 1 Science Park East Avenue, Hong Kong Science Park, Shatin, New Territories, Hong Kong (hereinafter referred to as “CryptoBLK” or “we”).

 

3.2       For any questions or problems relating to our Offerings, these terms, the Privacy Policy or the Master Agreement, you can contact us by telephoning our customer service team at +852 3611 2668 or emailing us at info@cryptpblk.io or writing to us at Units 505-510, 5/F, Core Building 1, No. 1 Science Park East Avenue, Hong Kong Science Park, Pak Shek Kok, N.T. Hong Kong.

 

3.3           When we use the words “writing” or “written” in these terms, this includes emails.

 


4. MASTER AGREEMENT

 

4.1          Each User shall comply with terms set out therein and all the terms in the Master Agreement to the largest extent applicable including but not limited to all the provisions relating to the grant of licences and the use of the Offerings. Unless the context otherwise requires, each reference to the “Customer” under the Master Agreement shall also include you, to the extent that you are accessing or using the Offerings as authorised by the Customer pursuant to the terms of the Master Agreement. In the event any term of contained in these terms of use conflicts with any term in an executed Master Agreement, the term in the Master Agreement shall govern. YOU SHALL REQUEST THE CUSTOMER WHO AUTHORISES YOUR USE OF THE OFFERINGS FOR A COPY OF THE SAAS AGREEMENT.

 


5. CHANGES OF TERMS

 

5.1         We may amend these terms from time to time by posting the updated terms on our Platform. If we make material changes, we may notify you of the changes before they become effective. By continuing to use our Offerings after the changes come into effect means that you agree to be bound by the revised policy.

 


6. THIRD PARTY PLATFORM / SOFTWARE / SERVICES

 

6.1      If and where applicable, we may connect with, and receive and/or exchange information and data with, websites, platforms, portals and/or systems administered or managed by Third Parties (who may or may not be a User of the Platform) from other applicable jurisdictions. Some of these Third Parties may require a direct agreement with you. You shall agree to and comply with any such terms and shall indemnify and keep indemnified CryptoBLK against any loss or damage which CryptoBLK may suffer or incur as a result of your breach of such terms.  CryptoBLK may treat your breach of the such additional agreement as a breach of this Agreement.

 

6.2      Certain Third Party Software and/or Third Party Services available in connection with the Use of the Offerings may be subject to end user license agreements and terms and conditions separately issued by such Third Party. CryptoBLK assumes no liability with respect to such Third Party Software and/or Third Party Services. Your use of such Third Party Software and/or Third Party Services is subject to the terms and conditions of the license accompanying such Third Party Software and/or Third Party Services. You shall comply with any such terms and shall indemnify and keep indemnified CryptoBLK against any loss or damage which CryptoBLK may suffer or incur as a result of your breach of such terms.  CryptoBLK may treat your breach of the additional terms relating to Third Party Software and/or Third Party Services as a breach of this Agreement.  

 

6.3       You acknowledge and agree that we 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 your use of such Third Party Software and/or Third Party Services or your reliance on any data, content or resources, or any goods available on or through any Third Party’s websites, platforms, portals or applications.


7. AVALIABILITY OF OUR OFFERINGS

 

7.1.       We are constantly changing and improving the Offerings we provide. We may from time to time change or discontinue any of the products or services we offer, or add or remove functionalities or features, and we may suspend or stop certain products, services, functionalities or features altogether.

7.2    We may release products, services, functionalities or features that we are still testing and evaluating. We will label such services as “beta”, “preview”, “early access” or “trial” or any words or phrases with similar meanings. You understand that these beta services are not as reliable as other products or services we offer. 

7.3     We try our best to ensure that our Offerings is always available, but we do not guarantee that the operation of or access to our Offerings will be uninterrupted or continuous. Our Offerings may be interrupted for maintenance, repairs, upgrades, network or equipment failures. We shall incur no responsibility or liability for any unavailability of our Offerings or for any loss, damage, costs and/or expenses of any kind or character that is or may be suffered or incurred as a result of any unavailability of our Offerings.

 

7.4    You are responsible for configuring your information technology, computer programmes, equipment or system in order to accommodate the blockchain protocol for the access and use of the Offerings via our web portal or API.

 


8. USE OF THE OFFERINGS

 

8.1      We hereby grant you a limited, non-exclusive, non-transferable, non-sublicensable and revocable right and license to access and use the Offerings subject to these terms of use and the Master Agreement.

 

8.2          You must comply with the Acceptable Use Policy as set out in Annex 1 hereto and all Applicable Laws in using or accessing the Offerings.

 


9. INFORMATION YOU SUBMIT

 

9.1     User Data” refers to information or content you submit to or display on or through the Offerings, or information or content created or transferred by you using the Offerings, including any data relating to transactions entered into by you and your trading partners.

 

9.2       You represent and warrant that you have all rights and permissions necessary to provide User Data to us and / or other relevant users. You warrant that User Data is not and will not infringe rights of any Third Parties and that you have all the necessary rights, power and authority to satisfy your obligations with regard to User Data under these terms.

 

9.3        You will not provide false or misleading User Data. You shall be liable for the accuracy, correctness, completeness, origin and integrity of such User Data. You shall promptly notify us and /or other relevant users if there is change or update to the User Data

 

9.4         Subject to these terms of use, you retain your rights, title and interest, including all Intellectual Property Rights, in all User Data.

 

9.5       By making your User Data available to, or sharing your User Data through, the Offerings, you grant us a worldwide, limited, royalty-free, non-exclusive, non-transferrable right to use, host, store, reproduce, modify, create derivative works (such as those resulting from translations, adaptations or other changes we make so that your User Data works better with our Offerings) and create metadata derived from the User Data in aggregate form.  We may also communicate, publish, and distribute User Data only as explicitly configured by you through the Offerings. The rights you grant in this license are for the limited purpose of operating, promoting, and improving our Offerings, and to develop new ones. This license continues even if you stop using our Offerings.

 

9.6      You may request that we delete any of User Data that you submit to the Offerings or exclude User Data from the megadata derived in aggregate form by notifying us. To the extent within our control we will remove User Data from the Offerings to the extent if possible and permitted by applicable law; however, it may persist in backup or residual copies for as long as those copies are maintained. For purposes of clarification, once you submit or share User Data with others via the Offerings (e.g., other users or third parties), we no longer have control over those User Data and will not be able to delete it or prevent them from using it.

 

9.7      You are responsible for your use of User Data and any consequences thereof, including any consequences of the use of User Data by other users or Third Parties. We are not responsible or liable for any use of User Data, nor the use of any content or information submitted by other Users or visitors.

 


10. USER ACCOUNTS AND ACCOUNT SECURITY

 

10.1      In order to access the Offerings, you may be required to establish an account with us and provide certain registration information. You must provide true, complete, and accurate account information and promptly update this information if it changes. You must not share your access credentials with another party and must maintain the security of your account by implementing adequate security measures to safeguard your access credentials. You will promptly notify us if you discover or suspect that someone has accessed your account without your permission. You are responsible for all activities that occur in connection with your account and accept all risks of unauthorized access.

 

10.2      For the avoidance of doubt, whether or not a User registers, a User’s use of the Offerings is governed by these terms, the Privacy Policy and the terms under the Master Agreement.

 


11. FEES

 

11.1         We may charge Customers, and if applicable, Designees, fees for using the Offerings.

 

11.2      Our current pricing and payment policies as may be updated from time to time are posted or otherwise made available via the Offerings. You agree to pay fees owed to us under any terms, policies or other written or electronic agreement we may have in place. We may require you to maintain valid credit card or other payment account information with us or our payment processor in order to use the Offerings, and if so, you hereby authorize us to charge your credit card or other payment account for the Offerings. Any failure to maintain valid, up-to-date payment information with us or our payment processor or to keep your payments current will constitute a material breach of these terms, for which we may suspend or terminate your access to the Offerings immediately without notice.

 

11.3        Interest will be charged on all unpaid amounts at the rate of 5% per annum compounded monthly.

 


12. DISCLAIMER

 

12.1        To the maximum extent permitted by law, you agree and acknowledge that”:

 

(a)        the Offerings are provided “as is”, “where is” and “as available”, and we (including our holding company(ies), subsidiaries, Affiliates, directors, officers, employees, agents, Representatives, partners and licensors) expressly disclaim all warranties, conditions, or other terms, whether implied or statutory (including warranties of merchantability, fitness for purpose, or warranties with respect to satisfactory quality, and/or as to the use of reasonable skill and care with regard to the performance of the Services, and/or as to the accuracy or reliability of the results of the Offerings);

 

(b)       we do not represent, warrant or provide any other form of guarantee that the Offerings will meet your requirements, or that the Licensed Software will operate without interruption, be error free or free from Harmful Code, virus or bugs, nor does it make any warranty as to any data that may be generated and/or obtained from use of the Offerings;

 

(c)        we will use commercially reasonable efforts to respond to any problems about Offerings detected by us and/or reported by you. We, however, do not guarantee that all problems can be fixed within any specific timeframe;

 

(d)       we shall not be responsible for any delays or technical problems arising from use of the Offerings in connection with the internet or the blockchain, or other forms of electronic communications that are not within our control.;

 

12.2      To the largest extent as applicable to a Licensed Software, you agree and acknowledge that distributed ledger technology (“DLT”) is a rapidly developing technology, and using of Offerings may carry additional risks. You further acknowledge that technological failure and network traffic congestion are common and there are other factors beyond our reasonable control that may result in failure or delay in the execution of instructions given through the Licensed Software and/or in handling, processing or transmitting any information and data received by, supplied to, or processed on or through the Licensed Software. Instructions, personal data and information processed and transmitted through the Licensed Software may be subject to the risk of being read, intercepted, interrupted or misused by third party, and cross-platform transmission may not be entirely secure and likewise subject to the aforementioned risks.

 

12.3     You represent that you are technically sophisticated to fully understand all risks relating to use of DLT and blockchain-based system, and before accessing or using the Offerings at any relevant time, you will bear in mind all such risks.

 

12.4      You further understand that blockchain protocols present their own risks of use, that supporting or participating in the protocol may result in losses if your participation violates certain protocol rules, that  blockchain-based transactions are irreversible, and that you are solely responsible for any approvals or permissions you provide by signing blockchain messages or transactions.

 

12.5      You understand and accept that we do not control any blockchain protocol, nor do we control any smart contract that is not otherwise offered by us as part of the Offerings.  You agree that you alone are responsible for any transactions that you engage in with regard to any blockchain protocol whether through transaction validation or otherwise.

 

You expressly assume full responsibility for all of the risks of accessing and using the Offerings to interact with blockchain protocols.

 

12.6      We make no representation that our Offerings are sufficient to enable you to comply with all Applicable Law, and any such determination must be made by you in your sole discretion.


13. INDEMNIFICATION

 

13.1    Subject to the remainder of this section 13 and section 14, we, at our own expense, will indemnify, defend and hold harmless the User Indemnitees from and against any and all Losses directly resulting from any Third Party Claim against any User Indemnitee alleging that the Licensed Software infringes on, constitutes a misappropriation of or otherwise violates any Intellectual Property Right of any Third Party.

 

13.2      If any Licensed Software are found to be infringing, or if at any time we reasonably believe that any Licensed Software may be subject to a claim of infringement, we may choose to:

 

(a)        at CryptoBLK’s expense, Adapt and Modify the applicable portions of the Licensed Software to be non-infringing, provided that such Adaptations and Modifications do not degrade the functionality and performance of the Licensed Software;

 

(b)       at CryptoBLK’s expense, obtain a right for you to continue using the infringing portions of the Licensed Software; or

 

(c)        if neither of the foregoing is commercially practicable, terminate the provision of the Offerings, without thereby incurring any liability to you.

 

13.3       CryptoBLK’s indemnity obligations set out in this Clause will not apply to any resulting Losses to the extent caused by or arising out of:

 

(a)        your use of the Licensed Software in violation of the Master Agreement, these terms of use, the relevant Licensed Documentation or Applicable Law;

 

(b)       your use of any part of the Licensed Software after written notice from CryptoBLK or any Governmental Authority that that it infringes on, constitutes a misappropriation of or otherwise violates any Intellectual Property right of any Third Party;

 

(c)     your use of the Licensed Software in combination with any software, hardware, materials or service not provided by CryptoBLK, except to the extent that such claim of infringement is attributable to the Licensed Software.

 

13.4      Subject to the remainder of this section 13 and section 14, you will, at your own expense,  indemnify, defend and hold harmless the CryptoBLK Indemnitees from and against any and all Losses directly:

 

(a)        arising from any breach of the Master Agreement or these terms of use, any Use of the Licensed Software and the Services, any misrepresentation made, and any breach of Applicable Law by the User in the performance of the Master Agreement or these terms of use; or

 

(b)       resulting from any Third Party Claim alleging that any the User Data or the User Marks, and/or the use, development, design, production, advertising or marketing of thereof, infringes or constitutes a misappropriation of or otherwise violates any Intellectual Property rights of any Third Party or was used without the User having obtained all required consents and approvals.

 

13.5      The obligations of the indemnifying party under any indemnities provided in this section are conditioned upon the indemnifying party receiving written notice of an actual or threatened proceeding or claim within 10 days of indemnified party first becoming aware of such proceeding or claim and indemnified party reasonably cooperating with indemnifying party in the investigation and defence of each such proceeding or claim.

 

13.6       If the subject matter of the Third Party Claim is in relation to or arising of the Master Agreement, the Platform, the Licensed Software and/or the Services, we will have the sole right to control and direct the investigation, defines and settlement of each such proceeding or claim. You shall fully cooperate with us in the defence or settlement of any such Third Party Claim. In other circumstances, the indemnifying party shall control and direct the investigation, defines and settlement of each such proceeding or claim provided, however, that any such settlement will not impose any liability on indemnified party.


14. LIABILITY

 

14.1       Nothing in these terms shall exclude or restrict either Party’s liability:

 

(a)        for fraud or fraudulent misrepresentation;

 

(b)       for personal injury or death;

 

(c)    under any provision in the Master Agreement or these terms of use or other terms and conditions in relation to the provision of the Offerings where a debt or payment is due; or

 

(d)       in respect of any other matter which cannot be limited or excluded under Applicable Law.

 

14.3      Subject to section 14.1, neither Party shall be liable (whether in contract, tort, misrepresentation, under statute or otherwise, howsoever caused including by negligence) for loss of profits, loss of business, loss of opportunity or loss of goodwill, or for any other losses arising out of or in connection with the provision or use of Offerings to the extent that the same are or constitute incidental, special, indirect or consequential losses.

 

14.4      Without prejudice to sections 13.1 and 14.1, a failure by us to perform any of obligations under the Master Agreement or these terms of use shall be excused if, and to the extent that, the failure results from a Relief Event.

 

14.5    Without prejudice to sections 14.1 and 14.3, each Party’s total aggregate liability to the other Party, whether based on an action or claim in contract, tort (including negligence), breach of statutory duty or otherwise arising out of or in relation to the provision or use of Offerings shall be limited to the fees paid or payable for the Offerings in the 12 months prior to the date of the first claim made by the Party in question.

 


15. CRYPTOBLK INTELLECTUAL PROPERTY RIGHTS

 

15.1     All rights, title and interest, including all Intellectual Property Rights, subsisting in the following or the other products or services we provide belong to us or have been lawfully licensed to us:

 

(a)        the Offerings;

 

(b)       the Rules, any operating procedures and any circulars and alike; and

 

(c)        CryptoBLK Marks

 

          (collectively, “CryptoBLK IP”).

 

15.2       All rights under Applicable Law are hereby reserved.

 

15.3     Except as expressly provided in the Master Agreement, we grant no rights or licenses in or to the Relevant IP (including the Object Code or Source Code of the Licensed Software), and all rights and licenses not expressly granted thereunder are hereby expressly reserved by us. No title to or ownership of any part of the Relevant IP or proprietary rights related thereto is transferred to you in the provisions of the Offerings or under the Master Agreement.

 

15.4     You shall use all reasonable efforts to protect the Relevant IP and cooperate with us, at our reasonable request, in our efforts to protect the Relevant IP. You shall report to us any actual or apparent infringement of any Relevant IP as well as any improper or unauthorized use of the Relevant IP that comes to your attention.

 

15.5      You acknowledge and agree that we are the sole authority to deal with any and all issues of infringement or improper or unauthorized use of Relevant IP or other proprietary rights of us or our licensors.

 


16. USE OF TRADEMARKS AND LOGOS

 

16.1        Our name “KENTRO” and all our trademarks, service marks, trade names, logos or other words or symbols identifying CryptoBLK, or our Offerings, or other CryptoBLK’s business are our trade marks (be it registered or unregistered) (“CryptoBLK Marks”) and may not be used without our express prior written consent, save and except any use solely in connection with the use of the Offerings and provided that any use is in compliance with the policy set out in section 16.3.

 

16.2    You hereby grants to use a worldwide, limited, royalty-free, non-exclusive, non-transferrable right to use the User Marks in connection with the provision of the Offerings provided that any use is in compliance with the policy set out section 16.3.

 

16.3        Each Party agrees not to:

 

(a)        use any the User Marks or CryptoBLK Marks (as applicable) or any part thereof as or as part of a corporate business or trade name;

 

(b)       use or combine the User Marks or CryptoBLK Marks (as applicable) with any other words, marks, logos or devices without the prior written consent of the other Party;

 

(c)        use, develop or seek to register any name logo, symbol or other mark or designation that includes, is confusingly similar to, is a derivation or colourable imitation of, or competes with, the User Marks or CryptoBLK Marks (as applicable); or

 

(d)       exploit the User Marks or CryptoBLK Marks (as applicable) in any manner which is misleading or deceptive or compromises or reflects unfavourably upon the good name, goodwill, reputation or image of CryptoBLK.

 


17. FEEDBACK

 

17.1        We value and welcome feedback on our Offerings. You agree that we are free to use, disclose, adopt and/or modify any feedback and any information (including any ideas, concepts, proposals, suggestions or comments) provided by you to use in connection with our Offerings or any products or services we offer, without any payment to you, subject to the confidentiality obligations to the extent that the Feedback contains Confidential Information.

 

17.2       You hereby waive and agree to waive any rights to claim for any fees, royalties, charges or other payments in relation to our use, disclosure, adoption and/or modification of any of your feedback.

 

17.3     You agree that any such feedback and associated Intellectual Property Rights shall be voluntarily given and will become our property and hereby assigns and agrees to assign all right, title and interest in and to such feedback and associated Intellectual Property Rights to us. We shall have the right to use such Feedback

 


18. CONFIDENTIAL INFORMATION AND PUBLICITY

 

18.1       All confidential, non-public information that one Party (the “Receiving Party”) and its Representatives receives from the other Party (the “Disclosing Party”) and its Representatives in its performance of the Master Agreement and these terms of use that is marked “confidential” or that the Receiving Party knows, or reasonably should know, is confidential to the Disclosing Party, including any:

 

(a)        Licensed Software and CryptoBLK IP;

 

(b)       information relating to the Disclosing Party’s and its Affiliates’ business and business strategies, markets, customers, products, pricing, condition (financial or otherwise), operations, assets, liabilities, results of operations, cash flow and prospects, or employees, officers, contractors and agents, including, without limitation, technical, commercial, financial, accounting, legal and administrative information;

 

(c)        the existence of and the terms of the Master Agreement and these terms of use, as well as the Disclosing Party’s position in any dispute in relation to the Master Agreement and these terms of use; and

 

(d)       any User Data

 

         (collectively, “Confidential Information”) will be held in confidence and will not be used or disclosed to any third party, subject to these terms of use including but not limited to sections 9.5 and 6.

 

18.2       Each Party acknowledges that the unauthorised disclosure of Confidential Information may cause irreparable injury to the Disclosing Party.

 

18.3       Information shall not be considered as Confidential Information to the extent that it

 

(a)        is in the public domain at the time of its disclosure by the Disclosing Party or thereafter;

 

(b)       was properly in the Receiving Party’s or its Representatives’ possession prior to such disclosure by the Disclosing Party or;

(c)   was disclosed to Receiving Party or any of its Representatives by a Third Party who did not obtain such information, directly or indirectly, from the Disclosing Party subject to any confidentiality obligation.

 

18.4      The Receiving Party shall exercise at least the same standard of care to protect such Confidential Information from unauthorized disclosure or use as it uses to protect its own Confidential Information of a similar nature, which in no event shall be less than reasonable care.

 

18.5     The Receiving Party shall only use the Disclosing Party’s Confidential Information in accordance with the Master Agreement or these terms of use in connection with the Offerings and in no event use the Disclosing Party’s Confidential information in a manner or for a purpose that is adverse to the interest or the business of the Disclosing Party or its Affiliates.

 

18.6       The Receiving Party may disclose the Disclosing Party’s Confidential Information to:

 

(a)        those of the Receiving Party’s Representatives who are bound to substantially similar obligations of confidentiality and have a need to receive the Confidential Information in connection with the Offerings, provided that the Receiving Party shall remain responsible and liable for the acts and omissions of such Representatives to the same extent as if performed by the Receiving Party;

 

(b)       to the extent that the Receiving Party or its Representatives are required to in a judicial, legislative, or administrative investigation or proceeding or to a government or other regulatory agency, provided that, to the extent permitted by the circumstances, the Receiving Party provides to Disclosing Party prior written notice of the intended disclosure to enable the Disclosing Party the reasonable opportunity to contest or limit such disclosure (including reasonable assistance at Disclosing Party’s expense) or, if prior written notice is not permitted, prompt notice of such disclosure.

 


19. TERMINATION OF THESE TERMS AND YOUR ACCOUNT(S)

 

19.1       We reserve the right to suspend or terminate your access to the Offerings in the event that you, or (in the case of an Authorised User) your Customer or (in the case of a Customer) your Authorised User is engaged in, or suspected by us in good faith as being engaged in, any unauthorized conduct (including, but not limited to any violation of the Master Agreement or these terms of use or the Privacy Policy).  Our exercise of the suspension rights herein shall not be conditioned upon your receipt of any notification. You agree that we shall not be liable to you, your Authorised User (if applicable), your Customer (if applicable), or any other Third Party, if we exercise our suspension rights as permitted by this section.  Upon determining that such unauthorized conduct leading to the temporary suspension has ceased to our reasonable satisfaction, we may reinstate your, your Authorised User (if applicable) or your Customer respective Users’ access and use of the Offerings.  Notwithstanding anything in this section to the contrary, our suspension of Offerings is in addition to any other remedies that we may have under the Master Agreement, these terms of use or otherwise, including but not limited to termination of the Offerings for cause in accordance with the Master Agreement. 

 

19.2     These terms will continue to apply to your Use of the Offerings until the corresponding Order Form(s) and/or the Master Agreement is terminated by the Customer or us, in accordance with the terms therein, or in the case If you are an Authorised User of the Customer until you no longer participate in the transactions or the business purposes contemplated and stop accessing and using the Offerings, whichever is earlier, save and except for sections which by their terms or nature, shall survive termination.

 

19.3     In the event of termination or suspension of your account, you will lose, and we may delete, your profile and the related information you have published, uploaded or made available on the Offerings.  However, to the extent permitted by Applicable Law and these terms of use, we reserve the right to store your profile and any of the User Data on our servers.

 

19.4      The termination or suspension of your account will not affect any rights or liabilities of you arising out of matters which have taken place prior to the termination (as the case may be).


20. OTHER IMPORTANT TERMS

 

20.1       We may transfer our rights and obligations under these terms to our Affiliate or Person that acquires all or substantially all of our assets or operations or business primarily related to the provisions of the Offerings, provided that such Affiliate or Person acknowledges and assumes in writing all our responsibilities hereunder.

 

20.2      You cannot transfer your rights or your obligations under these terms to another Person without our prior written consent.

 

20.3     If a court finds part of these terms illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

 

20.4     Even if we delay in enforcing these terms, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the Offerings, we can still require you to make the payment at a later date.

 


21. GOVERNING LAW AND JURISDICTION

 

21.1       These terms are governed by and shall be construed in accordance with the laws of the Hong Kong Special Administrative Region.

 

21.2   Any dispute, controversy, difference or claim arising from or relating to the Master Agreement, including the existence, validity, interpretation, performance, breach, termination or non-contractual obligations, (“Dispute”) shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force upon submission of the Notice of Arbitration The law of this arbitration and this arbitration clause shall be the laws of Hong Kong. The seat of the arbitration shall be Hong Kong. The arbitration proceedings shall be conducted in English. The number of arbitrators shall be three (3), appointed in accordance with the HKIAC Administered Arbitration Rules. Any decision or award of the arbitral tribunal shall be final, effective, and binding upon the parties to the arbitration proceedings.

 

ANNEX 1

ACCEPTABLE USE POLICY

 

As part of the terms of use, you agree not to misuse the Offerings or help anyone else to do so. For example, you agree not to do any of the following in connection with the Offerings:

 

(a)        use our Offerings for unlawful or unauthorised purposes not expressly permitted by the Master Agreement;

 

(b)        provide or otherwise make available any parts of the Offerings in any form, to any person or entity other than as allowed by the Master Agreement;

 

(c)        license, sublicense, assign, sell, rent, resell, lease, distribute or otherwise transfer the Licensed Software or any of your rights in relation to the Licensed Software to or permit the use of the Licensed Software by a Third Party, grant a timeshare to a Third Party in relation to the Licensed Software, provide outsourcing or other similar services based on the Use of the Licensed Software otherwise market the Licensed Software or in any way disclose or allow others to use or benefit from the Licensed Software; 

 

(d)        allow the Licensed Software to become the subject of any charge, lien or encumbrance;

 

(e)        probe, scan, or test the vulnerability of any system or network;

 

(f)         breach or otherwise circumvent any security or authentication measures or service use limits;

 

(g)        access, tamper with, or use non-public areas or parts of the Offerings;

 

(h)        interfere with or disrupt any user, host, or network, for example by sending a virus, trojan, worm, logic bomb, or any other material that is malicious or technologically harmful, overloading, flooding, spamming, or mail-bombing any part of the Offerings, or by scripting the creation of any content in such manner as to interfere with or create an undue burden on the Offerings;

 

(i)         copy, reproduce, publish, reverse engineer, disassemble, reverse assemble, convert, translate, merge, decompile create derivative works from, or attempt to create, generate or access Source Code from the Licensed Software or any related technology of the Offerings that is not open source;

 

(j)         adapt, modify, make corrections to, or replicate any features, functions, integrations, or interfaces of the Licensed Software or any portion thereof;

 

(k)        take any action to introduce any Harmful Code in or to the Licensed Software, including through any other code used by you in connection with the Licensed Software. If you become aware of the existence of any Harmful Code in or relating to any other code used by you in connection with the Licensed Software, you shall promptly notify us and follow all instructions provided;

 

(l)         remove, destroy, modify, conceal, manipulate or obscure proprietary rights notices placed on or in the Licensed Software, screens or pages with any copyright notices or confidential legends placed upon or contained within the Licensed Software, or any other related materials;

 

 

(m)      circumvent, interfere with, disrupt or disable any security or other technological features or measures of the Licensed Software;

 

(n)        modify or alter the tables or files therein relating to the Licensed Software or any usage statistics access;

 

(o)        combine the Licensed Software with any Copyleft Open-Source Software in any manner that could require that the Licensed Software, any portion thereof, or any Adaptation or Modification thereof to be (i) disclosed or distributed in Source Code form, (ii) licensed for the purpose of making derivative works, or (iii) redistributable at no charge.

 

(p)        access, search, or create accounts for the Offerings by any means (automated or otherwise) other than our publicly supported interfaces (for example, “scraping” or creating accounts in bulk) or attempt to do so;

 

(q)        post, publish, upload, display, distribute, or share materials that are unlawful, inappropriate, profane, pornographic, obscene, indecent, libelous, defamatory, abusive, or knowingly false, and/or that infringe intellectual property rights;

 

(r)         violate the letter or spirit of our terms of use;

 

(s)        violate Applicable Law in any way; or

 

(t)         violate the privacy or infringe the rights of others.