End User Licensing Agreement and Terms of Service

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TokenBridge End User Licensing Agreement and Terms of Service

PLEASE READ THIS DOCUMENT CAREFULLY AND IN FULL. If you access, use, or install TokenBridge, you will be LEGALLY BOUND BY THESE TERMS OF SERVICE in their entirety, including:

  • Agreeing that your use of our TokenBridge is at your own risk – without any warranties or guarantees – and that you have an adequate understanding of the risks inherent in using our TokenBridge.
  • Being required to resolve any disputes you have with us through binding arbitration, and waiving your right to go to court.
  • Allowing us to disclaim any and all liability to you with respect to your use of TokenBridge to the maximum extent permitted by law, and where we are not legally permitted to disclaim liability, allowing us to substantially limit the type and amount of any remedies you may seek from us in any legal proceeding.

If you do not agree to any term contained in these Terms of Service, DO NOT ACCESS, USE, OR INSTALL OUR TokenBridge.

1. Introduction

This document relates to a TokenBridge jointly offered by POA Networks, Ltd. and Block Notary, Inc. (collectively, “we” or “us” or – for the possessive – “our”). Our TokenBridge includes a decentralized mechanism that provides a method for (i) converting POA native tokens, a form of cryptocurrency maintained on the POA Ledger, into POA20 tokens, a different form of cryptocurrency maintained on the POA20 ledger and (ii) converting POA20 tokens into POA native tokens. This process is referred to herein as “converting cryptocurrency.”

Our TokenBridge includes (i) the mechanism for converting cryptocurrency, (ii) user interface software, and (iii) accompanying support documentation. When this document uses the term “our TokenBridge,” it includes all three of these components, unless otherwise specified.

By accessing, using, and/or installing any component of our TokenBridge, the end user of our TokenBridge (“you”) agrees to the terms contained in this TokenBridge End User Licensing Agreement and Terms of Service (“Terms of Service”).

2. Scope

2.1

These Terms of Service relate only to use of our TokenBridge by end users.

1. These Terms of Service do not govern our relationship with individuals who validate transactions in connection with the operation of our TokenBridge.

2. These Terms of Service do not govern redistribution and/or modification of our TokenBridge. Redistribution and/or modification of our TokenBridge is governed under the terms of the GNU General Public License (“GPL”) as published by the Free Software Foundation, either version 3 of the License, or (at your option) any later version. To view GNU GPL version 3 and subsequent versions in their entirety, and for information on how to apply and follow the GNU GPL, see https://www.gnu.org/licenses/.

3. Due to the decentralized nature of blockchain technology, we are not responsible for exercising any control over the POA Network, the POA Ledger, the POA20 Network, the POA20 Ledger, or any other software, hardware, product, or service other than our TokenBridge. Of particular note, the POA Ledger or the POA20 Ledger may fork at any time, without any involvement from us. Your use of the POA Network, the POA Ledger, the POA20 Network, the POA20 Ledger, or any other software, hardware, product, or service other than our TokenBridge is outside the scope of these Terms of Service, except that you agree to indemnify and hold us harmless (including our officers, our agents, and our employees) from any claim, suit or action arising from or related to your use of the POA Network, the POA Ledger, the POA20 Network, the POA20 Ledger, or any other software, hardware, product, or service other than our TokenBridge. Note that your use of our TokenBridge is subject to additional indemnification duties set forth below.

4.  It is possible that other companies or individuals may develop or operate other TokenBridges – based in whole, in part, or entirely independent of the source code we use for our TokenBridge – that operate without our involvement or control (“Alternative TokenBridges”). For the avoidance of doubt, your use of any such Alternative TokenBridge is outside the scope of these Terms of Service, except that you agree to indemnify and hold us harmless (including our officers, our agents, and our employees) from any claim, suit, or action arising from or related to your use of an Alternative TokenBridge, including any liability or expense arising from claims, losses, damages, suits, judgments, litigation costs, and attorneys’ fees that we face.

2.2

If you are using our TokenBridge on behalf of a business, that business accepts these Terms of Service. For the avoidance of doubt, both the business and you are subject to the indemnification provisions set forth in Section 7.

3. License grant

3.1

Subject to and conditioned on your compliance with the terms and conditions of these Terms of Service, we grant you a worldwide, non-exclusive, non-transferable, non-sublicensable license to access and install TokenBridge, and to use it for your own personal conversion of cryptocurrency.

3.2

Under this license, we retain the copyright(s) and any other ownership and intellectual property interests associated with our TokenBridge.

4. Fees

4.1

We may impose fees for the conversion of cryptocurrency using TokenBridge or decline to charge any fee, in our sole discretion. Our decision to decline to charge any fee for one instance of the conversion of cryptocurrency using TokenBridge shall not prevent us from charging fees on any other instance of the conversion of cryptocurrency using TokenBridge.

4.2

We shall have sole discretion for setting the amount of any fee we choose to impose. We may change the applicable fee for the conversion of cryptocurrency using TokenBridge at any time

4.3

If a fee will apply to a conversion, we will inform you of the current applicable fees before you initiate any conversion of cryptocurrency using our TokenBridge. Such fees will be automatically be deducted from your wallet during the conversion process. You may avoid incurring fees by refraining from initiating a conversion of cryptocurrency using our TokenBridge.

4.4

The Ethereum network, the POA network, and any other blockchain network involved in our conversion of cryptocurrency may independently charge a transaction fee for transactions involving TokenBridge. We do not set or control any such fees, and we are not responsible for informing you of them.

5. User requirements

5.1

You represent and warrant that you are legally capable of entering into binding, non-voidable contracts under any applicable law. If you are not legally capable of entering into binding, non-voidable contracts due to your age, your mental capacity, or any other reason under any applicable law, you may not access, use, or download our TokenBridge.

5.2

You understand that TokenBridge is designed for use by sophisticated individuals and entities. You represent that you are capable of understanding and appropriately weighing the risks and benefits offered by our TokenBridge.

5.3

You understand that you are solely responsible for ensuring that your access, use, or download of our TokenBridge complies with all laws and regulations that apply to you. You represent and warrant that you will use our TokenBridge only in a manner that complies with all laws and regulations that apply to you.

5.4

You understand – and accept sole responsibility for – the risk that your ability to access, use, or download TokenBridge in compliance with all applicable laws and regulations could be impacted at any time by regulatory or legal inquiries, actions, or investigations in one or more jurisdictions.

5.5

You understand – and accept sole responsibility for – the security risks associated with using our TokenBridge.

1. You understand that it is your sole responsibility to ensure that you access our TokenBridge using a well-secured computer and network connection. You solely bear the risks associated with any security vulnerabilities associated with your computer and your network.

2. You understand that hackers and other criminals routinely target cryptocurrency users. You understand that your use of our TokenBridge may result in targeting by hackers and other criminals. You will take appropriate care to avoid transferring cryptocurrency to a hacker or other criminal who is engaging in spoofing, phishing, or other fraudulent schemes.

3. While we take security very seriously, we do not guarantee that our TokenBridge is secure or invulnerable to cyberattack. You agree to assume all risk associated with cybersecurity vulnerabilities related to your use of TokenBridge, regardless of whether the cybersecurity vulnerability arose from our software code, a network-layer vulnerability, or any other source.

4. You agree not to take any action that will bypass or breach any security measures we take to protect our TokenBridge, other TokenBridge users, our networks, or our property.

6. Warranties and disclaimers

6.1

OUR TokenBridge IS OFFERED ON AN “AS IS” BASIS. Other than as is expressly set out in these Terms of Service, we do not make any specific promises about our TokenBridge. For example, we do not make any promises about the availability or reliability of our TokenBridge, the specific functions of our TokenBridge, the timing of transactions using the TokenBridge, the ability of the TokenBridge to meet your needs, our continued support for our TokenBridge, or the error-free operation of our TokenBridge.

6.2

We may suspend, modify, or terminate our TokenBridge at any time, in our sole discretion, with or without prior notice. For the avoidance of doubt, we do not represent that our TokenBridge or any of its features will be continually, consistently, or reliably available or uninterrupted. During any period of time when our TokenBridge is not operational, you may be unable to convert cryptocurrency. You solely assume this risk.

6.3

You understand that our TokenBridge may not operate as intended. USE OF OUR TokenBridge IS AT YOUR OWN RISK.

6.4

For the avoidance of doubt, you are solely responsible for ensuring proper configuration of the user interface app component of our TokenBridge.

6.5

To the maximum extent permitted by law, we DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES, including but not limited to warranties of performance, merchantability, fitness for a particular purpose, accuracy, omissions, completeness, currentness, and delays.

7. Indemnification

7.1

You agree to indemnify and hold us harmless (including our officers, our agents, and our employees) from any claim, suit, or action arising from or related to your use of our TokenBridge or violation of these Terms and Conditions. This includes but is not limited to any claim, suit, or action arising from or related to:

1. Your use of our TokenBridge in a way that violates any applicable law

2. Losses resulting from the non-availability of our TokenBridge

3. Alleged security deficiencies that result in loss of cryptocurrency

4. Software errors that result in imperfect conversion of cryptocurrency

5. Theft of cryptocurrency by a hacker

7.2

Indemnification shall include but not be limited to any liability or expense arising from claims, losses, damages, suits, judgments, litigation costs, and attorneys’ fees.

8. Binding arbitration

Any controversy or claim arising out of or relating to these Terms of Service or the breach thereof (including the suitability of a dispute for arbitration) shall be determined by arbitration administered by the International Centre for Dispute Resolution in accordance with the International Arbitration Rules. Arbitration shall proceed on an individual basis. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE WAIVING YOUR RIGHT TO BRING ANY CLAIM ARISING FROM OR RELATING TO THESE TERMS OF SERVICE IN COURT, AND THAT YOU ARE WAIVING ANY RIGHT TO PARTICIPATE AS A MEMBER OR REPRESENTATIVE OF A CLASS IN ARBITRATION.

9. Limitation of liability and waiver of claims

9.1

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU WAIVE ALL CLAIMS ARISING FROM OR RELATING TO THESE TERMS OF SERVICE THAT ARE CAUSED BY CIRCUMSTANCES BEYOND OUR CONTROL.

9.2

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU WAIVE ALL CLAIMS ASSOCIATED WITH ANY OF OUR CONDUCT ARISING FROM OR RELATING TO THESE TERMS OF SERVICE THAT IS ALLEGEDLY NEGLIGENT OR RECKLESS.

9.3

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOUR MAXIMUM RECOVERY ASSOCIATED WITH ANY LEGALLY COGNIZABLE CLAIM YOU HAVE AGAINST US ARISING FROM OR RELATING TO THESE TERMS OF SERVICE SHALL BE LIMITED TO THE AMOUNT OF FEES YOU HAVE PAID US FOR THE CONVERSION OF CRYPTOCURRENCY.

9.4

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU WAIVE YOUR RIGHT TO SEEK ANY INJUNCTIVE RELIEF FROM US IN ANY CLAIM ARISING FROM OR RELATED TO THESE TERMS OF SERVICE.

9.5

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE BE RESPONSIBLE TO YOU IN ANY CLAIM ARISING FROM OUR RELATING TO THESE TERMS OF SERVICE FOR ANY LOST PROFITS, REVENUES, OR DATA; UNFORESEEABLE DAMAGES; OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

10. Modification.

We may modify these Terms of Service at any time by posting a revised version on our website or within our app. Your continued use of our TokenBridge after any modification to these Terms of Service constitutes your agreement to be bound by such modifications, regardless of whether you have received actual notice of the modification.

11. Choice of law

These Terms of Service and all matters arising out of or relating to these Terms of Service – whether sounding in contract, tort, statute, regulation, or other source of law – are governed by, and construed in accordance with, the laws of the State of Delaware, United States of America, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware.

12. Severability

If any term or provision of these Terms of Service is determined to be invalid, illegal or unenforceable in any jurisdiction by any court or arbitrator of competent jurisdiction, such invalidity, illegality, or unenforceability shall not invalidate or render unenforceable such term or provision in any other jurisdiction. The remaining terms shall be given the maximum effect possible.

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