Terms of Service

Chainweaver Terms of Service

Last Updated: November 14, 2019

Welcome! Kadena Public LLC (“Kadena”, “we,” “our,” or “us”) provides its services through its website located at kadena.io (collectively the “Services” or “Chainweaver”).

Before using our Services, please read the Terms of Service (the “Terms” or the “Agreement”) carefully, along with any other policies or notices on Kadena’s website, and our Privacy Policy. Together, these materials contain terms, conditions, rules, and guidelines related to your use of Chainweaver.

OVERVIEW

This section provides a brief summary of the highlights of this Agreement. Please note that when you accept this Agreement, you are accepting all of the terms and conditions and not just this section.

Chainweaver provides self-hosted wallet services for Kadena-based blockchains.

By creating or importing a wallet, or visiting our website, you are agreeing to our Terms, so please read them carefully.

These terms outline approved uses of Chainweaver, various licenses that we grant to you, and licenses that you grant us.

If you have any questions or comments related to this Agreement, please send us a message at [e-mail]. IF YOU DO NOT AGREE TO THIS AGREEMENT, AS AMENDED OR MODIFIED BY US, YOU CANNOT USE CHAINWEAVER OR THE SERVICES.

HOW YOU ACCEPT THIS POLICY

By creating or importing a locally hosted wallet (a “Wallet”), or visiting our website, you acknowledge that you have read, understood, and agreed to these Terms, as well as the accompanying Privacy Policy(/privacy-policy). By using or otherwise accessing the Services, or clicking to accept or agree to these Terms where that option is made available, you (1) accept and agree to these Terms, (2) consent to the collection, use, disclosure and other handling of information as described in our Privacy Policy and (3) agree to any additional terms, rules and conditions of participation issued by Kadena from time to time. If you do not agree to the Terms, then you may not access or use the Services or Chainweaver Wallet.

We reserve the right to amend, change or modify these Terms at any time. Any such changes with respect to your use of Chainweaver will take effect immediately when posted on our website. Your continued use of Chainweaver following any such change will signify your acceptance to be bound by the then current Terms. Please check the effective date above to determine if there have been any changes since you have last reviewed these Terms.

If you do not agree to this Agreement or any amendments, changes or modifications to this Agreement, you cannot use the Services or Chainweaver.

Failure or delay by Kadena in enforcing or partially enforcing any provision of these Terms shall not be construed as a waiver of any rights.

ELIGIBILITY

To be eligible to use Chainweaver, you must be at least eighteen (18) years old and be able to form legally binding contracts.

If you are using our Services on behalf of a legal entity, you further represent and warrant that: (a) the legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization; and (b) you are duly authorized by such legal entity to act on its behalf.

You can only use our Services if permitted under the laws of your jurisdiction. Please make sure that these Terms are in compliance with all laws, rules, and regulations that apply to you. KADENA ASSUMES NO RESPONSIBILITY, DUTY OR LIABILITY WHATSOEVER FOR ANY BREACH OF LAWS, RULES OR REGULATIONS BY YOU OR APPLICABLE TO YOU.

By using Chainweaver, you represent and warrant that you meet all eligibility requirements that we outline in these Terms. We may still refuse to allow certain people access or use Chainweaver, and we reserve the right to change our eligibility criteria at any time, all in our sole and absolute discretion.

THE BLOCKCHAIN SERVICES

Chainweaver is software that (a) generates Wallet addresses that, can be stored in encrypted storage, that you may use to send and receive Kadena coins and related cryptographically secured tokens (the “Tokens”); (b) facilitates the submission of Token transaction data to Kadena-based blockchains (the “Kadena Networks”); and (c) facilitates the deployment of and interaction with smart contracts to Kadena Networks.

Wallet Address, Private Key, and Backup Capabilities. An encrypted backup of certain information associated with the Wallet can be stored on your device in Keystore JSON format. The private key is connected to the Wallet address and, together,

they can be used to authorize the transfer of Tokens to and from that Wallet address. You are solely responsible for maintaining the security of your private key and any mnemonic (backup) phrase associated with your Wallet. You must keep your Wallet address, mnemonic (backup) phrase, and private key access information secure. Failure to do so may result in the loss of control of Tokens associated with the Wallet.

Chainweaver Cannot Assist With Password Retrieval. Chainweaver stores your Wallet address but does not receive or store your Wallet password, encrypted private key, unencrypted private key, or mnemonic (backup) phrase associated with your

Wallet. We cannot, therefore, assist you with Wallet password retrieval. We cannot generate a new password for your Wallet if you fail to remember your original password. If you have not safely stored a backup of any Wallet address and private key pairs maintained in your Wallet, you accept and acknowledge that any Tokens you have associated with such a Wallet address will become inaccessible if you do not have your Wallet password.

Token Transactions. In order to be completed, all proposed Token transactions must be confirmed and recorded in the Token’s associated public blockchain. Such networks are decentralized, peer-to-peer networks supported by independent third parties, which we do not own, control, or operate. We have no control over the Kadena Networks and, therefore, cannot and do not ensure that any transaction details that you submit via our Services will be confirmed and processed. By using Chainweaver, you acknowledge and agree that the transaction details you submit may not be completed, or may be substantially delayed, by the Kadena Networks.

Chainweaver Wallet Does Not Store or Transmit Tokens. We do not store, send, or receive Tokens. Any transfer of Tokens that occurs does so on a network that is not controlled by us. We therefore do not guarantee that Chainweaver Wallet can affect the transfer of title or right in any Token.

Accuracy of Information Provided by User. You represent and warrant that any information you provide via the Services is accurate and complete. You accept and acknowledge that we are not responsible for any errors or omissions that you make in

connection with any Token transaction initiated via the Services and with any smart contract, including any public, private or encrypted data and information, with which you might interact, modify or create. We strongly encourage you to review your transaction details carefully before attempting to transfer a Token as well as to review any smart contract or program code before attempting to deploy or interact with them.

WALLET REGISTRATION AND ACCOUNT INFORMATION

You must either import or create a Wallet in order to use Chainweaver. When you create a Wallet, you will be assigned a private key. You will be responsible for maintaining the confidentiality of your private key and keystore, and will be fully responsible for any and all activities that occur under your account.

We will not be liable for any loss or damage arising from your failure to comply with this paragraph. When you create a Wallet, you are strongly advised to take precautions in order to avoid loss of access to and/or control over your Wallet.

Suggested measures include, but are not limited to, the following: (a) creating a strong password that you do not use for any other website or online service; (b) using the backup functionality provided by the Wallet or safeguard your private key and mnemonic (backup) phrase on an external hard drive which, all users, are encouraged to do even if they are utilizing the Services’ backup functionality; and (c) maintaining the security of your Wallet by protecting the private key and mnemonic (backup) phrase associated with your Wallet by, for example, limiting access to your computer and your Wallet.

Transactions. Once transaction details have been submitted via the Services, we cannot assist you to cancel or otherwise modify your transaction. Chainweaver has no control over any Kadena Network and does not have the ability to facilitate any cancellation or modification requests. You must ensure that you have an adequate balance in your Wallet and/or gas to complete transactions before initiating a transaction. You acknowledge and agree that we will not be liable for any failed transactions due to insufficient funds or gas associated with your Chainweaver account.

Taxes. It is your responsibility to determine what, if any, taxes apply to the transactions that you have submitted transaction details for via the Services, and it is your responsibility to report and remit the correct tax to the appropriate tax authority. You agree that we are not responsible for determining whether taxes apply to your Kadena-based transactions or for collecting, reporting, withholding, or remitting any taxes arising from any Token-related transactions.

THIRD PARTY SERVICES AND CONTENT

In no event shall a description or reference to a third party’s product or service (including, but not limited to, providing a description or reference via hyperlink) be construed as an endorsement or promotion of such third party products or services by us. We retain the exclusive right to add to, modify, or cancel the availability of any third party product or service.

We do not control, verify, endorse, or adopt any third party content shared through push notifications or otherwise, and will have no responsibility for any third party content including, but not limited to, Token availability and/or sales.

If, to the extent permitted by Chainweaver, you grant express permission to a third party to access or connect to your Chainweaver account, either through the third party’s product or service or through Chainweaver, you acknowledge that granting permission to a third party to take specific actions on your behalf does not relieve you of any of your responsibilities under this Agreement. You are fully responsible for all acts or omissions of any third party with access to your Chainweaver account.

INTELLECTUAL PROPERTY

Chainweaver was developed under a BSD-3 open-source license. Information regarding Chainweaver’s current software can be found at https://github.com/kadena-io/chainweaver. Since software development is community-based, it can be accessed, used, and shared, in modified or unmodified form, by anyone.

Chainweaver also contains copyrighted material and trademarks including, but not limited to, text and graphics (the “Content”), which is protected by copyright law, registered and unregistered trademarks, and other intellectual property rights. [Unless otherwise provided, we exclusively own the Content.] Your use of the Services does not grant you any right, title, or interest in the Content. You agree that you will not copy, transmit, distribute, sell, license, create derivative works from, or, in any other way, exploit any of the Content, in whole or in part.

YOUR USE OF CHAINWEAVER

As a user of the Services, we grant you a limited, personal, non-commercial, non-exclusive, non-transferable, and revocable license to use Chainweaver. When using our Services, you must comply with the following terms and conditions:

Don’t Use Our Services to Break the Law. You agree that you will not violate any laws when using our Services. This includes any local, provincial, state, federal, national, or international laws that may apply to you. You agree that you will not use our Services to pay for, support, or otherwise engage in any illegal activities including, but not limited to, illegal gambling, fraud, money laundering, or terrorist activities. If we discover that you have violated this Agreement or other regulatory requirements including, but not limited to, the Bank Secrecy Act, by participating in money laundering or by financing terrorist activities, we will take appropriate action which may include, without limitation, reporting your activities to governmental authorities, revoking your license to use Chainweaver and commencing legal action against you. You further agree not to encourage or induce any third party to engage in any of the activities prohibited under this Section.

Don’t Interfere With Other’s Use of the Services. You agree that you will not use or attempt to use another user’s Wallet without authorization or use our Services in any manner that could interfere, disrupt, negatively affect, or inhibit other users from fully enjoying it.

Don’t Try to Harm Our System. You agree not to distribute any virus or other harmful computer code through Chainweaver. You also agree to not take any action that may impose an unreasonable or disproportionately large load on our or any of our third party providers’ infrastructure.

Don’t Attempt to Circumvent Our Security. You agree not to bypass, circumvent, or attempt to bypass or circumvent any measures that we may use to prevent or restrict access to the Services including, without limitation, other accounts, computer systems, or networks connected to the Services.

Any use of Chainweaver other than as specifically authorized in this Agreement, without our prior written permission, is strictly prohibited and will terminate your license to use Chainweaver.

LIMITATION OF LIABILITY & DISCLAIMER OF WARRANTIES

You understand and agree that we have no control over, and no duty to take any action regarding:

Failures, disruptions, errors, or delays in processing Tokens that you may experience while using the Services;

The risk of failure of hardware, software, and Internet connections;

The risk of malicious software being introduced or found in the software underlying Chainweaver;

The risk of malicious or erroneous software behavior unintentionally being introduced into the source code or binary of Chainweaver itself by either us or third parties;

The risk that third parties may obtain unauthorized access to information stored within your Wallet, including, but not limited to your Wallet address, private key, and mnemonic (backup) phrase; and

The risk of unknown vulnerabilities in or unanticipated changes to the Kadena Networks.

You hereby irrevocably waive and release us from all liability related to any losses, damages, or claims arising from: (a) user error such as forgotten passwords, incorrectly constructed transactions, or mistyped account addresses; (b) local systems failure or data loss; (c) server failure or remote data loss; (d) unauthorized access to the Chainweaver application; (e) bugs or other errors in the Chainweaver software; and (f) any unauthorized third-party activities, including, but not limited to, the use of viruses, phishing, brute forcing, or other means of attack against Kadena or Chainweaver. We make no representations or warranties concerning any Third-Party Content contained in or accessed through our Services. Any other terms, conditions, warranties, or representations associated with such content, are solely between you and such organizations and/or individuals.

Limitation of Liability TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR ANY OF OUR OFFICERS, DIRECTORS, REPRESENTATIVES, AGENTS, SERVANTS, COUNSEL, EMPLOYEES, CONSULTANTS, LAWYERS, AND OTHER PERSONNEL AUTHORIZED TO ACT, ACTING, OR PURPORTING TO ACT ON OUR BEHALF (COLLECTIVELY THE “KADENA PARTIES”) BE LIABLE TO YOU UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY, FOR: (A) ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER RESULTING FROM: (I) YOUR USE OF, OR CONDUCT IN CONNECTION WITH, OUR SERVICES; (II) ANY UNAUTHORIZED USE OF YOUR WALLET ADDRESS AND/OR PRIVATE KEY DUE TO YOUR FAILURE TO MAINTAIN THE CONFIDENTIALITY OF YOUR WALLET; (III) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; OR (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT ARE FOUND IN THE TRUST WALLET SOFTWARE OR THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (B) ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) OF THE GREATER OF: (I) FEES PAID TO US FOR THE APPLICABLE PRODUCTS; OR (II) $100.00.

THESE LIMITATIONS APPLY REGARDLESS OF LEGAL THEORY, WHETHER BASED ON TORT, STRICT LIABILITY, BREACH OF CONTRACT, BREACH OF WARRANTY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Warranty Disclaimer

CHAINWEAVER IS PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE SERVICES AND UNDERLYING SOFTWARE OR ANY CONTENT ON THE SERVICES, WHETHER PROVIDED OR OWNED BY US OR BY ANY THIRD PARTY, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, FREEDOM FROM COMPUTER VIRUS, AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE IN TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. IN ADDITION, WE DO NOT REPRESENT OR WARRANT THAT THE CONTENT ACCESSIBLE VIA THE SERVICES IS ACCURATE, COMPLETE, AVAILABLE, CURRENT, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS.

INDEMNITY

To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Kadena Parties from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including, but not limited to, attorney’s fees) arising from: (a) your use of and access to the Services; (b) any feedback or submissions you provide to us concerning Chainweaver; (c) your violation of any term of this Agreement; or (d) your violation of any applicable law, rule, or regulation, or the rights of any third party.

TIME LIMITATION ON CLAIMS YOU AGREE THAT ANY CLAIM THAT YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES MUST BE COMMENCED WITHIN ONE YEAR AFTER THE DATE ON WHICH YOUR CLAIM FIRST ARISES AND THAT BRINGING ANY CLAIM AFTER SUCH DATE IS PERMANENTLY BARRED.

GOVERNING LAW; FORUM SELECTION

No matter where you’re located, the laws of the State of Delaware will govern these Terms and the parties’ relationship, without regard to Delaware’s conflicts of laws principles. In addition to the foregoing, all issues relating to arbitrability or the enforcement of the agreement to arbitrate contained in this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.). If any provisions of these Terms are inconsistent with any applicable law, those provisions will be superseded or modified only to the extent such provisions are inconsistent. Subject to the duty to arbitrate set forth below, you and Kadena each irrevocably agree to submit to the exclusive jurisdiction of the federal or state courts sitting in the State of Delaware in respect of any claim, dispute or controversy arising out of or related to your use of the Services or your breach of these Terms. Kadena and you irrevocably waive any objection based on lack of personal jurisdiction, place of residence, improper venue, or forum non conveniens in any such action.

NOTE TO INTERNATIONAL USERS

If you are a user accessing or using our Services from a region with laws, rules or regulations governing personal data collection, use, and disclosure that differ from United States laws, please be advised that we do not collect or process your personal data, except as provided for in our Privacy Policy.

TERMINATION

In the event of termination concerning your license to use Chainweaver, your obligations under this Agreement will survive as necessary appropriate under applicable law. Your access to the funds in your Wallet after termination will depend on your access to your backup of your Wallet address and private key.

DISCONTINUANCE OF SERVICES

We may, in our sole discretion and without cost to you, with or without prior notice, and at any time, modify or discontinue, temporarily or permanently, any portion of our Services. You are solely responsible for storing outside of the Services a backup of any Wallet address and private key pair that you maintain in your Wallet.

Maintaining an external backup of any Wallet address and private key pairs associated with your Wallet will allow you to access the Kadena Networks upon which your Wallet is secured. Such a backup will allow the user to fully restore their Wallet at any time without cost or loss of the user’s Token. If you do not maintain a backup of your Wallet data outside of the Services, you will be not be able to access the Token associated with your Wallet. Chainweaver shall not be held responsible or liable for any loss of Token in the event that we discontinue or depreciate the Services.

NO WAIVER

Our failure to exercise or delay in exercising any right, power, or privilege under this Agreement shall not operate as a waiver; nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof.

SEVERABILITY

If any part of this Agreement is invalid, void, or for any reason unenforceable, that term will be deemed severable and limited or eliminated to the minimum extent necessary. The limitation or elimination of the term will not affect any other terms.

ARBITRATION; WAIVER OF JURY TRIAL & CLASS ACTION

The parties agree to arbitrate any claim, dispute or controversy arising from or relating to this Agreement or your use of the Services solely on an individual basis, and such arbitration shall be the exclusive forum for resolving any and all such claims, disputes or controversies. ARBITRATION PREVENTS YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL. THE PARTIES HEREBY EXPRESSLY WAIVE TRIAL BY JURY. The parties agree that: (a) the arbitration will be binding, (b) any arbitration will occur in New York, New York; and (c) the arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of American Arbitration Association for arbitration of consumer-related disputes, in the English language, and with limited discovery. At your and our request, hearings may be conducted in person or by telephone and the arbitrator may provide for submitting and determining motions on briefs, without oral hearings. Other than class action and related procedures and remedies discussed below, the arbitrator has the authority to grant any remedy that would otherwise be available to a court or other tribunal, subject to the terms, conditions and limitations set forth in this Agreement. THE PREVAILING PARTY IN ANY ACTION OR PROCEEDING TO ENFORCE THESE TERMS SHALL BE ENTITLED TO COSTS AND REASONABLE ATTORNEYS' FEES. JUDGMENT ON THE AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. WHETHER THE DISPUTE IS HEARD IN ARBITRATION OR IN COURT, NEITHER YOU NOR KADENA WILL COMMENCE AGAINST THE OTHER A CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVE OR COLLECTIVE ACTION OR PROCEEDING. YOU AND KADENA EACH AGREE NOT TO COMMENCE ANY ACTION OR PROCEEDING INCONSISTENT WITH THE TERMS OF THIS PARAGRAPH.

FORCE MAJEURE

We shall not be held liable for any delays, failure in performance, or interruptions of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, any delay or failure due to any act of God, act of civil or military authorities, act of terrorism, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe, or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.

ASSIGNMENT

You agree that we may assign any of our rights and/or transfer, sub-contract, or delegate any of our obligations under these Terms. Your agreement to these Terms is personal to you and you may not transfer, assign or delegate any of your rights or duties under this Agreement, in whole or in part, to any person, entity or other party. Any transfer, assignment or delegation in breach or violation of this Section shall be void.

ENTIRE AGREEMENT

This Agreement sets forth the entire understanding and agreement as to the subject matter hereof and supersedes any and all prior discussions, agreements, and understandings of any kind (including, without limitation, any prior versions of this Agreement) and every nature between us. Except for Kadena’s right change these Terms at any time, as set forth above, any amendment or modification to this Agreement must be in writing and must be signed by both parties.

QUESTIONS OR COMMENTS

We welcome comments, questions, concerns, or suggestions. Please send us a message at [e-mail].