IOHK Terms of Service Agreement
THIS TERMS OF SERVICE AGREEMENT ("Agreement") is made between Input Output HK Limited ("Company") and any person ("User") who completes the process to download, utilize, or operate any software or application created or offered by Company, including, but not limited to, the Mantis Client and the Mantis Wallet ("Product"). You agree that this Agreement is a separate and independent agreement for each such Product. By confirming your acceptance of this Agreement, you agree to be bound by these terms on your own behalf. If you are duly authorized by a corporate entity, you agree on behalf of your corporate entity that it will be bound by the Agreement. Company and User are collectively referred to as the "parties."
1. General Terms - All Products
1.1 Effective Date. This Agreement is effective as of the date User clicks the acceptance button or accesses, uses or installs any part of a Product (“Effective Date”). Access to, use of or installation of a Product in whole or in part signifies that the User has unconditionally agreed to be bound by the relevant terms of this Agreement. For the avoidance of doubt, these General Terms apply to all Products of the Company. In addition, Special Terms may also apply depending on the nature of the Product.
1.2 User Representations. User represents and warrants to Company that: (a) User is over the age of eighteen (18) and has the power and authority to enter into and perform User's obligations under this Agreement; (b) all information provided by User to Company is truthful, accurate and complete; (c) User will comply with all laws and regulations of any applicable jurisdiction with regard to the User's access, use or installation of the Product; (d) User shall comply with all terms and conditions of this Agreement, including, without limitation, the provisions set forth at Section 1.7 (Prohibited Uses); and (e) User has provided and will provide accurate and complete information as required for access, use or installation of the Product.
1.3 Reservation of Rights. The Company retains all intellectual property rights, title, and interest in and to all of the Company's work, the Product, brands, logos, and trademarks, including but not limited to, Input Output HK Limited, IOHK, Mantis, Mantis Wallet, Mantis Client, and variations of the wording of the aforementioned brands, logos, and trademarks. User acknowledges and agrees that this Agreement conveys no title or ownership rights and User does not acquire any rights over the Company’s intellectual property law, express or implied, other than those expressly granted in this Agreement. All rights not expressly granted to User are reserved by the Company.
1.4 Grant of a License. The Product is licensed to User under the terms of the Apache License, Version 2.0 (the "License"). The Product may not be used except in compliance with the License. User may obtain a copy of the License at http://www.apache.org/licenses/LICENSE-2.0. User acknowledges and agrees that the Company shall not be responsible for any aspect of the information, content, or services contained in any third-party materials or on any third party sites accessible or linked to the Product and/or the Company.
1.5 User Obligations. User is solely responsible for (a) providing, maintaining and ensuring compatibility with the Product, all hardware, software, electrical and other physical requirements for User's use of the Product, including, without limitation, telecommunications and internet access connections and links, web browsers or other equipment, programs and services required to access and use the Product; (b) the security, confidentiality and integrity of all information and content that User receives, transmits through or stores on the Product; and (c) any authorized or unauthorized access to any account of User by any person.
1.6 Privacy. When reasonably practicable, Company will endeavor to respect User's privacy. Company will not monitor, edit, or disclose any personal information about User or User's account, including its contents or User's use of the Product, without User's prior consent unless Company has a good faith belief that such action is necessary to: (i) comply with legal process or other legal requirements of any governmental authority; (ii) protect and defend the rights or property of Company; (iii) enforce this Agreement; (iv) protect the interests of users of the Product other than User or any other person; or (v) operate or conduct maintenance and repair of Company's services or equipment, including the Product as authorized by law. User has no expectation of privacy with respect to the Internet generally. User acknowledges that IP addresses are transmitted and recorded with each message or other information User sends from the Product.
1.7 Prohibited Uses. User is solely responsible for any and all acts and omissions that occur under User's account, security information, keys or password, and User agrees not to engage in unacceptable use of the Product, which includes, without limitation, use of the Product to: (a) disseminate, store or transmit unsolicited messages, chain letters or unsolicited commercial email; (b) disseminate or transmit material that, to a reasonable person may be abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening or malicious; (c) disseminate, store or transmit files, graphics, software or other material that actually or potentially infringes the copyright, trademark, patent, trade secret or other intellectual property right of any person; (d) create a false identity or to otherwise attempt to mislead any person as to the identity or origin of any communication; (e) export, re-export or permit downloading of any message or content in violation of any export or import law, regulation or restriction of any applicable jurisdiction, or without all required approvals, licenses or exemptions; (f) interfere, disrupt or attempt to gain unauthorized access to other accounts on the Product or any other computer network; or (g) disseminate, store or transmit viruses, trojan horses or any other malicious code or program.
1.8 Warranties. While the Product has undergone beta testing and continues to be improved by feedback from the developers community, open-source contributors and beta-testers, the Company cannot guarantee there will not be bugs in the Product. Unless required by applicable law or agreed to in writing, the Product is distributed on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied. See the License for the specific language governing permissions and limitations under the License. User agrees that from time to time the Product may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which Company may undertake from time to time; or (iii) causes beyond the control of Company or which are not reasonably foreseeable by Company. User acknowledges that User's use of this Product is at User's risk and discretion.
1.9 Liability. IN NO EVENT WILL IOHK OR ITS SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS OR SERVICE PROVIDERS, BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY OR INABILITY TO USE THE SOFTWARE, LOST REVENUE OR PROFITS, LOST REWARDS, DELAYS, INTERRUPTION OR LOSS OF SERVICE, BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF DATA, LOSS OF CRYPTOCURRENCY LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION OR SHUTDOWN, FAILURE TO ACCURATELY TRANSFER, READ OR TRANSMIT INFORMATION, FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION, SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION OR BREACHES IN SYSTEM SECURITY, OR FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE COMPANY OR ITS SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES OR AGENTS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM OR IN ANY WAY RELATED TO USER'S ACCESS, USE OR INSTALLATION OF THE SOFTWARE. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THUS THIS LIMITATION OF LIABILITY MAY NOT APPLY TO USER. IF USER IS DISSATISFIED WITH THE SOFTWARE, USER'S SOLE AND EXCLUSIVE REMEDY SHALL BE FOR USER TO DISCONTINUE USE OF THE SOFTWARE.
1.10 Indemnification. User agrees to indemnify, hold harmless and defend Company, its shareholders, directors, officers, employees, affiliates and agents ("Indemnified Parties") from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorney's fees, asserted by any person, arising out of or relating to: (a) this Agreement; (b) User's access, use or installation of the Product, including any data or work transmitted or received by User; and (c) any unacceptable use of the Product by any person, including, without limitation, any statement, data or content made, transmitted or republished by User or any person which is prohibited as unacceptable under Section 1.7. THIS INDEMNIFICATION INCLUDES THE EXPRESS INDEMNIFICATION OF COMPANY AND ALL INDEMNIFIED PARTIES FOR ANY ALLEGED NEGLIGENCE, ALLEGED GROSS NEGLIGENCE, OR OTHER ALLEGED MISCONDUCT OF COMPANY OR ANY INDEMNIFIED PARTIES. 1.11 Taxes and Fees. All currency conversion charges, third party fees, sales, use, value-added, personal property or other tax, duty or levy of any kind, including interest and penalties thereon, whether imposed now or hereinafter by any governmental entity fees incurred by User by reason of User's access, use or installation of the Product shall be the sole responsibility of User.
1.12 Termination. This Agreement shall continue in full force so long as User engages in any access, use or installation of the Product. Company reserves the right, in its sole discretion and without notice, at any time and for any reason, to: (a) remove or disable access to all or any portion of the Product; (b) suspend User's access to or use of all or any portion of the Product; and (c) terminate this Agreement. 1.13 Amendment. Company shall have the right, at any time and without notice, to add to or modify the terms of this Agreement. Any changes to these Terms will be made available to User online. For clarity, once Company posts an updated Agreement online, the online version of such Agreement will supersede any prior versions provided to User. By continuing to access, test or use the Product, User agrees to be bound by the updated Agreement.
1.14 Severance. If any provision or part-provision of this Agreement is, or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this paragraph shall not affect the validity and enforceability of the rest of this Agreement.
1.15 Entire Agreement – Disclaimer of Reliance. This Agreement comprises of the General Terms which are applicable to all Users and Special Terms which are applicable to Users who download, utilize, or operate specific products or services created or offered by Company. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements or understandings. Each Party expressly warrants and represents that it is not relying upon any statements, understandings, representations, expectations or agreements other than those expressly set forth in this Agreement.
1.16 Dispute Resolution. This Agreement is subject to binding arbitration. User agrees that any and all disputes or claims against any person arising out of or in any way related to this Agreement or the access, use or installation of the Product by User or any other person shall be subject to binding arbitration under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The location of the arbitration shall be Hong Kong. The language of the arbitration shall be English.
1.17 Language. This Agreement is made in the English language. In case of discrepancy between the English version and translations in other languages, the English version will prevail.
2. Special Terms - Mantis Wallet
2.1 Use. By using Mantis, User acknowledges and agrees: (i) that the Company is not responsible for operation of the underlying protocols and that the Company makes no guarantee of their functionality, security, or availability; and (ii) that the underlying protocols are subject to sudden changes in operating rules ("forks"), and that such forks may materially affect the value, and/or function of the ada or any other cryptocurrency that User stores on Mantis. In the event of a fork, User agrees that the Company may temporarily suspend Mantis operations (with or without notice to User) and that the Company may, in its sole discretion, (a) configure or reconfigure its systems or (b) decide not to support (or cease supporting) the forked protocol entirely, provided, however, that User will have an opportunity to withdraw funds from Mantis. User acknowledges and agrees that the Company assumes absolutely no responsibility whatsoever in respect of an unsupported branch of a forked protocol.
2.2 Customer Obligations. User is solely responsible for the confidentiality of User's security devices, information, keys, or passwords including safekeeping User's wallet recovery phrases, passwords, private keys, and any other codes User uses to access Mantis or any information, ada, or other cryptocurrency unit. If User loses access to User's cryptocurrency wallet or private keys and has not separately stored a backup of User's wallet recovery phrase(s), User acknowledges and agrees that any ada or any other cryptocurrencies User has associated with that cryptocurrency wallet will become inaccessible. All transactions accepted by Ethereum Classic network are irreversible except transactions reversed by temporary forks in Ethereum Classic network.
2.3 User Wallet Recovery Phrases. User agrees that User should never share User's wallet recovery phrases (secret keys) with any natural or legal person, including the Company. Further, User acknowledges that sharing User's wallet recovery phrase may result in loss of User's ada or any other cryptocurrency, and User agrees that the Company shall not be responsible for such loss.
2.4 Liability. The Company and its shareholders, directors, officers, employees, affiliates and agents cannot guarantee transaction confirmation or the ability to retrieve User's cryptocurrency or wallet recovery phrases, private keys or passwords if User loses or forgets them. The Company shall not be responsible for such loss howsoever caused. User acknowledges and agrees that ada or any other cryptocurrency transactions facilitated by Daedalus and/or the Company may be delayed or rejected, and that the Company shall not be responsible for any associated loss arising from such delay.
3. Special Terms - Pre-Release Products
3.1 From time to time, the Company may test certain products and make them available to Users under this Agreement as pre-release products (each, a "Pre-Release Product").
3.2 ANY PRE-RELEASE PRODUCT PROVIDED BY THE COMPANY IS STILL IN TESTING PHASE AND IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND IS BELIEVED TO CONTAIN DEFECTS. A PRIMARY PURPOSE OF OFFERING PRODUCTS UNDER PRE-RELEASE IS TO OBTAIN FEEDBACK ON THE PRODUCT PERFORMANCE. USERS ARE ADVISED TO SAFEGUARD IMPORTANT DATA, TO USE CAUTION AND NOT RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF A PRE-RELEASE PRODUCT AND/OR ACCOMPANYING MATERIALS.
3.3 With respect to each Pre-Release Product, the term of this Agreement will begin on the Effective Date and will continue until the end of the testing of such Pre-Release Product, which occurs on the earlier of (i) the date specified by us in our sole discretion or otherwise agreed to between the parties in writing (unless earlier terminated) (after which you will cease use of such Beta Product), or (ii) the date we (in our sole discretion) make such Beta Product generally publicly available as a non Pre-Release Product (after which any permitted use will no longer be subject to these Special Terms).
3.4 Product-specific terms and policies may also apply to your use of a Beta Product (eg "Mantis Wallet Terms"). In such case, Product Terms will be made available to you (as part of these terms or separately) and will also apply to your use of the Beta Product. By continuing to access, test or use any Beta Product, you agree to also be bound by the Product specific terms.