Terms of Service
Last Updated: August 24, 2023
PLEASE READ THESE TERMS OF SERVICE CAREFULLY.
BY ACCESSING OR USING OUR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE AND ALL TERMS INCORPORATED BY REFERENCE.
These Terms of Service and any terms expressly incorporated herein (“Terms”), are between you and Swirlds Labs Inc. (the “Company,” “we,” or “us”). You will be referred to in these terms as “you,” and collectively with the Company as the “Parties.” By accessing the Services, you accept and agree to these Terms.
1. USING OUR SERVICES
To be eligible to use the Services, you must: (a) be at least 18 years old and of the age of majority under the laws of your jurisdiction; (b) have not previously been suspended or removed from using our Services; and (c) have full power and authority to enter into this agreement and in doing so will not violate any other agreement to which you are a party. Without limiting the foregoing, if a parent or guardian allows a minor to access the Services, such parent or guardian agrees to these Terms on behalf of the minor.
If you use the Services on behalf of a legal entity, you further represent and warrant that (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization, and (ii) you are duly authorized by such legal entity to act on its behalf.
We may amend or modify these Terms at any time by posting revised Terms and/or providing a copy to you (“Revised Terms”). The Revised Terms shall be effective as of the time they are posted. Your continued use of the Services after the release of Revised Terms constitutes your acceptance of the Revised Terms. If you do not agree with any modification, your sole and exclusive remedy is to terminate your use of the Services.
2. USING OUR SERVICES
You agree that your access to our Services, as well as any API access or authentication, is for your use only and you will not sell, transfer, or sublicense your access to the Services, or any content you receive through the Services, to any other entity or person.
3. MODIFICATION OR DISCONTINUANCE OF SERVICES
We may, in our sole discretion and without liability to you, with or without prior notice and at any time, modify or discontinue, temporarily or permanently, our Services or your access to our Services. By using our Services, you acknowledge and agree that you do not require uninterrupted access to the Services.
We retain sole discretion to limit your API requests (“API Requests”) using the Services. Excessive API Requests may result in temporary or permanent suspension of your access to the Services.
4. ASSUMPTION OF RISK
You acknowledge and agree that there are risks associated with utilizing an Internet-based service including, but not limited to, the risk of failure of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to your information.
You acknowledge and agree that we will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Services, however caused. We disclaim responsibility for and will not be liable for any losses, damages or claims arising from the use of our Services, including, but not limited to, any losses, damages or claims arising from:
- (a) passwords being “Bruteforced”,
- (b) server failure or data loss,
- (c) forgotten passwords,
- (d) corrupted wallet files,
- (e) incorrectly constructed transactions or mistyped wallet addresses, or
- (f) unauthorized access to mobile applications,
- (g)”phishing,” viruses, third-party attacks or any other unauthorized third-party activities,
- (h) failure of the Services to perform as desired or anticipated.
5. THIRD-PARTY SERVICES AND CONTENT
In using our Services, you may view content or utilize services provided by third parties, including links to web pages and services of such parties (“Third-Party Content”).
You agree and understand that we do not verify, control, curate, endorse or adopt any Third-Party Content and will have no responsibility or liability for Third-Party Content, including, without limitation, material that may be misleading, incomplete, erroneous, offensive, indecent or otherwise objectionable in your jurisdiction.
Your business dealings or correspondence with such third parties, and your use of Third-Party Content, are solely between you and the third parties. It is your responsibility to understand the terms and conditions of Third-Party Content, including how third party service providers use any of your information under their privacy policies. We are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings, and you understand that your use of Third-Party Content, and your interactions with third parties, is at your own risk.
6. ACCEPTABLE USE
When accessing or using the Services, you agree that you will not violate any law, contract, intellectual property or other third-party right or commit a tort, and that you are solely responsible for your conduct while using our Services. You must not:
- Use our Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Services, or that could damage, disable, overburden or impair the functioning of our Services in any manner;
- 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;
- Use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access our Services or to extract data;
- Engage in Automated Data Collection (scraping) unless such Automated Data Collection is confined solely to search indexing for display on the Internet;
- Engage in the reproduction of any content posted (such as public labels or name tags) or extracted from our APIs, CSV exports or our website or any of our affiliate websites without our prior consent or authorization;
- Attempt to circumvent any content filtering techniques we employ, or attempt to access any service or area of our Services that you are not authorized to access;
- Introduce to the Services any virus, trojan worms, logic bombs or other harmful material;
- Develop any third-party applications that interact with our Services without our prior written consent;
- Provide false, inaccurate, or misleading information; and
- Encourage or induce any third party to engage in any of the activities prohibited under this section.
7. USER GENERATED CONTENT
You are solely responsible for, and for any harm resulting from, any content you post, upload, link to or otherwise make available via the Service, regardless of the form of that content (“User Generated Content”). We are not responsible for any public display or misuse of your User Generated Content. We have the right (though not the obligation) to refuse or remove any User Generated Content that, in our sole discretion, violates any of the Company’s terms or policies.
You agree that you will only submit Content that you have the right to post, and that you will fully comply with any third party licenses relating to Content you post. You grant us and our legal successors the right to store, parse, and display User Generated Content, and make incidental copies as necessary to provide the Services.
You retain all moral rights to User Generated Content that you upload, publish, or submit to any part of the Service, including the rights of integrity and attribution. However, you waive these rights and agree not to assert them against us, to enable us to reasonably exercise the rights granted in this Section.
To the extent these Terms are not enforceable under applicable law, you grant us the rights we need to use your User Generated Content without attribution and to make reasonable adaptations of your User Generated Content as necessary in connection with the Services.
8. COPYRIGHTS AND OTHER INTELLECTUAL PROPERTY RIGHTS
Other than User Generated Content, and unless otherwise indicated by us, all copyright and other intellectual property rights in all content and other materials contained on our website or provided in connection with the Services, including, without limitation, the Marks and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, “Company Materials”) are the property of Company or our licensors or suppliers and are protected in the U.S. and internationally, as applicable, under copyright, trademark, patent, and other intellectual property laws.
Unauthorized use and/or duplication of Company Materials without express and written permission from this site’s author and/or owner is strictly prohibited. Excerpts and links may be used, provided that full and clear credit is given to Swirlds Labs Inc. with appropriate and specific direction to the original content.
9. TRADEMARKS; GRANT OF LICENSE
“Swirlds Labs,” “Hashscan,” and “Hash.io” are trademarks of the Company or its licensors (collectively with any other Company product or service names, the “Marks”) and may not be copied, imitated or used, in whole or in part, without our prior written permission.
You will not use any Mark without our prior written permission, including without limitation any metatags or other “hidden text” utilizing any Mark. In addition, the look and feel of our Services, including all page headers, custom graphics, button icons and scripts may not be copied, imitated or used, in whole or in part, without our prior written permission.
All other trademarks, registered trademarks, product names and company names or logos mentioned through our Services are the property of their respective owners. Reference to any products, services, processes or other information, by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us.
10. SUSPENSION; TERMINATION
In the event of any Force Majeure Event, breach of these Terms, or any other event that would make provision of the Services commercially unreasonable for Company, we may, in our discretion and without liability to you, with or without prior notice, suspend your access to all or a portion of our Services.
We may terminate your access to the Services in our sole discretion, immediately and without prior notice, which may include deletion or deactivation of User Generated Content or other information or files associated with your use of the Services, without liability to you, including, for instance, in the event that you breach any term of these Terms.
12. DISCLAIMER OF WARRANTIES
(a) TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, AND EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY US, OUR SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM, AND YOU WAIVE, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO OUR SERVICES, INCLUDING THE INFORMATION, CONTENT AND MATERIALS CONTAINED THEREIN.
(b) YOU ACKNOWLEDGE THAT INFORMATION YOU STORE OR TRANSFER THROUGH OUR SERVICES MAY BECOME IRRETRIEVABLY LOST OR CORRUPTED OR TEMPORARILY UNAVAILABLE DUE TO A VARIETY OF CAUSES, INCLUDING DISCONTINUATION OF OUR SERVICES, SOFTWARE FAILURES, PROTOCOL CHANGES BY THIRD PARTY PROVIDERS, INTERNET OUTAGES, FORCE MAJEURE EVENT OR OTHER DISASTERS, SCHEDULED OR UNSCHEDULED MAINTENANCE, OR OTHER CAUSES EITHER WITHIN OR OUTSIDE OUR CONTROL. YOU ARE SOLELY RESPONSIBLE FOR BACKING UP AND MAINTAINING DUPLICATE COPIES OF ANY INFORMATION YOU STORE OR TRANSFER THROUGH OUR SERVICES.
(c) YOU ACKNOWLEDGE THAT OUR SERVICES RELY ON EMERGING TECHNOLOGIES, SUCH AS HEDERA HASHGRAPH AND OTHER DISTRIBUTED LEDGER TECHNOLOGIES. SOME SERVICES ARE SUBJECT TO INCREASED RISK THROUGH YOUR POTENTIAL MISUSE OF THINGS SUCH AS PUBLIC/PRIVATE KEY CRYPTOGRAPHY, OR FAILING TO PROPERLY UPDATE OR RUN SOFTWARE TO TO ACCOMMODATE PROTOCOL UPGRADES. BY USING THE SERVICES YOU EXPLICITLY ACKNOWLEDGE AND ACCEPT THESE HEIGHTENED RISKS, AND AGREE THAT THE COMPANY IS NOT LIABLE FOR ASSOCIATED LOSSES OR ADVERSE RESULTS. YOU REPRESENT THAT YOU ARE FINANCIALLY AND TECHNICALLY SOPHISTICATED ENOUGH TO UNDERSTAND THE INHERENT RISKS ASSOCIATED WITH USING CRYPTOGRAPHIC AND DISTRIBUTED LEDGER-BASED SYSTEMS AND UPGRADING YOUR SOFTWARE AND PROCESSES TO ACCOMMODATE SERVICES AND PROTOCOL UPGRADES, AND THAT YOU HAVE A WORKING KNOWLEDGE OF THE USAGE AND INTRICACIES OF DIGITAL ASSETS. IN PARTICULAR, YOU UNDERSTAND THAT WE DO NOT OPERATE THE HEDERA NETWORK OR ANY OTHER DISTRIBUTED LEDGER OR BLOCKCHAIN PROTOCOL. YOU FURTHER UNDERSTAND THAT DISTRIBUTED LEDGER AND BLOCKCHAIN PROTOCOLS PRESENT THEIR OWN RISKS OF USE, THAT SUPPORTING OR PARTICIPATING IN THEM MAY RESULT IN LOSSES IF YOUR PARTICIPATION VIOLATES CERTAIN RULES, THAT DISTRIBUTED LEDGER AND BLOCKCHAIN-BASED TRANSACTIONS ARE IRREVERSIBLE, THAT THE COMPANY WILL NOT STORE A BACKUP OF, NOR WILL BE ABLE TO DISCOVER OR RECOVER, ANY PRIVATE KEY OR SECRET RECOVERY PHRASE, THAT DIGITALLY COPYING AND STORING YOUR SECRET RECOVERY PHRASE ON A CLOUD STORAGE SYSTEM OR OTHER THIRD PARTY SUPPORTED DATA STORAGE, INCLUDING YOUR PERSONAL DEVICE, MAY INCREASE THE RISK OF LOSS OR THEFT, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY APPROVALS OR PERMISSIONS YOU PROVIDE BY CRYPTOGRAPHICALLY SIGNING BLOCKCHAIN MESSAGES OR TRANSACTIONS, ESPECIALLY THOSE RESPONDING TO SOLICITATIONS AND OTHER PROMPTS FROM THIRD PARTIES.
13. LIMITATION OF LIABILITY
EXCEPT AS OTHERWISE REQUIRED BY LAW, IN NO EVENT SHALL COMPANY, OUR DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE OUR SERVICES OR THE COMPANY MATERIALS, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY ANY USER ON ANY INFORMATION OBTAINED FROM OR THROUGH THE SERVICES OR THE COMPANY, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM A FORCE MAJEURE EVENT, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO COMPANY’S RECORDS, PROGRAMS OR SERVICES.
14. DISPUTE RESOLUTION
Any dispute, controversy or claim arising out of or related to these Terms or the Services, including without limitation any claim involving one of the Company’s Affiliates (as defined in Section 15) (each a “Dispute”) or the breach thereof shall be settled solely and exclusively by binding arbitration held in Collin County, Texas, rather than in court, administered by JAMS and conducted in English. Any Dispute about the scope of these Terms and/or the arbitrability of any particular Dispute shall be resolved in arbitration in accordance with this section. In the event that either Party threatens to litigate a Dispute in court, the other Party may institute arbitration to enjoin the filing of a complaint or petition in court. The Parties agree that an arbitrator may issue all appropriate declaratory and injunctive relief necessary to ensure the arbitration of Disputes, and that any arbitration shall be kept strictly confidential.
The Parties agree that the arbitrator shall have the authority to order any remedies, legal or equitable, which a party could obtain from a court of competent jurisdiction based on the claims asserted, and nothing more. The arbitrator shall not award punitive or exemplary damages to either party.
The Parties agree that any such arbitration shall be conducted in accordance with the then prevailing JAMS Streamlined Arbitration Rules & Procedures (the “Rules”), with the following exceptions to such Rules if in conflict:
- Any arbitration must be commenced within one year after the claim or cause of action arises;
- The arbitration shall be conducted by one neutral arbitrator;
- Service of a demand for arbitration via written notice constitutes sufficient written notice of the demand for arbitration;
- Arbitration may proceed in the absence of any party if that party has been given notice of the arbitration, as specified in these Terms and/or the Rules; and
- Each side agrees to bear its own attorney’s fees, costs, and expenses.
The Parties agree to abide by all decisions and awards rendered in such proceedings, and that such decisions and awards rendered by the arbitrator shall be final and conclusive.
If either Party seeks emergency relief in connection with any controversy, claim, or dispute arising out of or relating to these Terms or the breach thereof, the “Emergency Relief Procedures” provision of the JAMS Comprehensive Arbitration Rules & Procedures, currently rule 2(c), shall govern. You agree and understand that these Terms restrict you from seeking emergency relief from any court, including without limitation temporary restraining orders and/or preliminary injunctions, and that, to the extent a Party breaches these Terms by seeking such relief from a court, such Party shall be responsible for paying the other Party’s attorneys’ fees in opposing such relief, and the arbitrator shall render an award of such attorneys’ fees at the earliest possible time after such fees are incurred.
Either Party may, without inconsistency with this arbitration provision, apply to any court for an order enforcing the arbitral award. Each Party irrevocably and unconditionally waives any objection that it may now or hereafter have to the laying of venue of any action or proceeding relating to enforcement of the arbitral award in the federal or state courts located in the State of New York.
If for any reason this arbitration clause becomes not applicable or for any other reason litigation proceeds in court, then the Parties agree as follows:
- To the fullest extent permitted by applicable laws and regulations, the Parties irrevocably waive all right to trial by jury as to any issue relating to these Terms or the Services in any action, proceeding, or counterclaim arising out of or relating to these Terms, or any other matter involving the Company; and
- The parties submit to the exclusive jurisdiction and venue of the federal or state courts located in New York County, New York, and agree not to institute any such action or proceeding in any other court in any other jurisdiction.
CLASS ACTION WAIVER: TO THE EXTENT PERMISSIBLE BY LAW, THE PARTIES AGREE THAT ANY DISPUTE SHALL BE ARBITRATED SOLELY ON AN INDIVIDUAL BASIS, AND AGREE AND UNDERSTAND THAT THESE TERMS DO NOT PERMIT CLASS ARBITRATION OR ANY CLAIMS BROUGHT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ARBITRATION PROCEEDING. THE ARBITRAL TRIBUNAL MAY NOT CONSOLIDATE MORE THAN ONE USER’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. YOU ACKNOWLEDGE THAT, BY AGREEING TO THESE TERMS, YOU AND THE COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION
In the event the prohibition on class arbitration is deemed invalid or unenforceable, then you and the Company agree and understand that the remaining portions of these arbitration provisions in these Terms will remain in full force and effect. The Parties agree that this section of the Terms has been included to rapidly and inexpensively resolve any disputes with respect to the matters described herein, and that this section shall be grounds for dismissal of any court action commenced with respect to a dispute arising out of such matters. A printed version of these Terms shall be admissible in judicial or administrative proceedings.
You agree to defend, indemnify and hold harmless Company (and each of our officers, directors, members, employees, agents (collectively “Personnel”) and Affiliates and Affiliates’ Personnel) from any claim, demand, action, damage, loss, cost or expense, including without limitation reasonable attorneys’ fees, arising out or relating to:
- (a) your use of, or conduct in connection with, our Services;
- (b) any feedback you provide;
- (c) your violation of these Terms; or
- (d) your violation of any rights of any other person or entity.
For purposes of this section, “Affiliate” means any entity, individual, firm, or corporation, directly or indirectly, through one or more intermediaries, Controlling, Controlled by, or under common Control with the Company.
For purposes of this section, “Control” means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract interest or otherwise.
16.1. Entire Agreement; Order of Precedence. These Terms contain the entire agreement, and supersede all prior and contemporaneous understandings between the parties regarding the Services. These Terms do not alter the terms or conditions of any other electronic or written agreement you may have with Company for the Services or for any other Company product or service or otherwise. In the event of any conflict between these Terms and any other agreement you may have with Company, the terms of that other agreement will control only if these Terms are specifically identified and declared to be overridden by such other agreement.
16.2. Waiver. Our failure or delay in exercising any right, power or privilege under these Terms will not operate as a waiver thereof.
16.3. Severability. You agree and understand that if any provision of these Terms, or application thereof, is determined to be invalid or unenforceable under any rule, law, or regulation or by any governmental agency, local, state, or federal, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law, without diminishing the validity or enforceability of any other provision of these Terms.
16.4. Force Majeure Events. Company will not be liable for any loss or damage arising from any event beyond Company’s reasonable control, including, but not limited to, flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, or equipment or software malfunction (each, a “Force Majeure Event”).
16.5. Assignment. You may not assign or transfer any of your rights or obligations under these Terms without prior written consent from the Company, including by operation of law or in connection with any change of control. Company may assign or transfer any or all of its rights under these Terms, in whole or in part, without obtaining your consent or approval.
16.6. No Joint Venture. Nothing in these Terms shall be construed to create a partnership, joint venture, agency, or employment relationship. Neither party, nor any of their respective affiliates, is an agent for the other for any purpose or has the authority to bind the other.
16.7. Choice of Law. You agree that the laws of the United States and the State of Texas, without regard to principles of conflict of laws, will govern these Terms and any claim or dispute that has arisen or may arise between you and the Company, except to the extent governed by federal law.