Last updated: July 18, 2023
THE CLIENT AND THE HUB ARE SUBJECT TO FAILURE AND MAY CONTAIN DEFECTS. YOUR TRANSACTIONS USING THE CLIENT MAY NOT BE SECURE AND MAY NOT BE PROCESSED AS YOU INTEND.
ALL USE OF THE CLIENT IS AT YOUR OWN RISK. YOU SHOULD NOT USE THE CLIENT TO SEND OR RECEIVE DIGITAL ASSETS WHICH YOU ARE NOT PREPARED TO LOSE ENTIRELY.
BY CLICKING ON THE "ACCEPT" BUTTON, OR BY USING THE CLIENT, YOU REPRESENT THAT (I) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS; (II) YOU ARE OF LEGAL AGE IN THE JURISDICTION YOU RESIDE TO FORM A BINDING CONTRACT WITH HYDRANET DAO; AND (III) YOU HAVE THE CAPACITY OR AUTHORITY TO ENTER INTO THE TERMS. PLEASE SEE SECTION 2 FOR DEFINITIONS OF CERTAIN CAPITALIZED TERMS USED IN THESE TERMS.
IN ADDITION, YOU REPRESENT TO US THAT YOU ARE NOT SUBJECT TO ECONOMIC SANCTIONS OR OTHERWISE DESIGNATED ON ANY SANCTIONS LIST.
PLEASE REVIEW THE ARBITRATION PROVISION SET FORTH BELOW CAREFULLY, AS IT WILL REQUIRE ALL PERSONS TO RESOLVE DISPUTES ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION AND TO WAIVE ANY RIGHT TO PROCEED AS A REPRESENTATIVE OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE PROCEEDING. BY USING THE CLIENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS PROVISION AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.
1.1 These Terms, together with the incorporated and referenced materials, constitute the entire agreement and understanding between you and Hydranet DAO with respect to your use of the Client.
1.2 These Terms may be changed by Hydranet DAO at any time and without prior notice to you. The modified Terms will be effective at the time they are posted and made available to you. You should check back often on the Client or the Website to confirm that your copy and understanding of these Terms is up-to-date and correct. Your non-termination or continued use of the Client after the effective date of any changes constitutes your acceptance of these Terms, as modified by such changes. Your only recourse in the case of your unwillingness to continue to be bound by these Terms is to stop using the Client.
1.3 Use of the Client is void where such use is prohibited by Law, would constitute a violation of, or would be subject to penalties under applicable Laws, and shall not be the basis for the assertion or recognition of any interest, right, remedy, power, or privilege.
2 DEFINITIONS AND INTERPRETATION
2.1 In these Terms, the following words have the following meanings, unless otherwise indicated:
2.1.1 "Associates" means Hydranet DAO and each an every one of its shareholders, subsidiaries, any subsidiary of its shareholders, liquidity providers, directors, officers, affiliates, employees, contractors, licensors, agents, partners, insurers, and attorneys;
2.1.2 "Client" means the non-custodial desktop Client software named Hydranet DEX Client containing a MCLW (Multi-Currency Light Wallet) and User trading capability, and any related Supported Asset Networks, Payment Channel Network and Hub components (that you may access through the Client) included by us;
2.1.3 "Computer Device" means any device that can be used to access or run software, and includes, without limitation, (i) a personal desktop computer, portable computer, workstation, tablet, mobile device or similar device capable of running computer programs locally (in a physical or virtual operating system environment);
2.1.4 "Digital Asset" means any digital asset which is a digital representation of value based on, or built on top of, a cryptographic protocol of a computer network;
2.1.5 "Economic Sanctions" means financial sanctions, trade embargoes, export or import controls, anti-boycott, and restrictive trade measures enacted, administered, enforced, or penalized by any Laws;
2.1.6 "Government" means any national, federal, state municipal, local, or foreign branch of government, including any department, agency, subdivision, bureau, commission, court, tribunal, arbitral body, or other governmental, government appointed, or quasi-governmental authority or component exercising executive, legislative, juridical, regulatory, or administrative powers, authority, or function of or pertaining to a government instrumentality, including any parasternal company, or state-owned (majority or greater) or controlled business enterprise;
2.1.7 "Government Approval" means any authorization license, permit, consent, approval, franchise, concession, lease, ruling, certification, exemption, exception, filing or waiver by or with any Government necessary to conduct the business of either Party or the execution of any Wallet Asset Transfer (defined below) or any transaction entered into under these Terms;
2.1.8 "Government Official" means an officer or employee of any Government, a director, officer, or employee of any instrumentality of any Government, a candidate for public office, a political party or political part official, an officer or employee of a public international organization, and any Person who is acting in an official capacity for any of the foregoing, even if such Person is acting in that capacity temporarily and without compensation;
2.1.9 "Hub" means the order-matching engine which all the Clients are connected to. The Hub facilitates the orderbook found in the Client and connects Clients when matching orders are found;
2.1.10 "Law" means all laws, statutes, orders, regulations, rules, treaties, and/or official obligations or requirements enacted, promulgated, issued, ratified, enforced, or administered by any Government that apply to you, Hydranet DAO, your Receivers, or the Client;
2.1.11 “Payment Channel Networks” means solutions built on top of the Supported Asset Networks that enable Traders to transact with other Traders using a network of Payment Channels. One example of a Payment Channel Network is the Lightning Network;
2.1.12 “Payment Channel” means a two-party transaction channel that enables Traders to conduct multiple transactions with each other without broadcasting each transaction to the blockchain;
2.1.13 "Losses" means, collectively, any claim, application, loss, injury, delay, accident, cost, business interruption costs, or any other expenses (including attorneys' fees or the costs of any claim or suit), including any incidental, direct, indirect, general, special, punitive, exemplary, or consequential damages, loss of goodwill or business profits, work stoppage, data loss, computer failure or malfunction, or any and all other commercial losses;
2.1.14 "MCLW", or "Multi-Currency Light Wallet", means the password protected storage for Digital Assets in the Client;
2.1.15 "Person" includes an individual, association, partnership, corporation, company, other body corporate, trust, estate, and any form of organization, group, or entity (whether or not having separate legal personality);
2.1.16 "Prohibited Jurisdiction" means any jurisdiction subject to a comprehensive embargo by the United States, the British Virgin Islands or the United Nations, which, of the effective day, comprise: Iran, the Democratic People's Republic of Korea ("North Korea"), Cuba, Syria, Crimea (a region of Ukraine annexed by the Russian Federation), the self-proclaimed Donetsk People's Republic (a region of Ukraine) and the self-proclaimed Luhansk People's Republic (a region of Ukraine), including Governmental Authorities of those jurisdictions;
2.1.17 "Prohibited Person" means any resident of the United States of America; any resident of, or Government or Government Official of any Prohibited Jurisdiction; any Sanctioned Person; and any residents, nationals, or agents of any country to which the United States, the United Kingdom, or the European Union embargoes goods or imposes similar sanctions. This also includes those attempting to circumvent restrictions using Virtual Private Networks or other tools;
2.1.18 "Receiver" means a User who receives Digital Assets through the Client;
2.1.19 "Sanctions List" means the "Specially Designated Nationals and Blocked Persons" (`SDN') List and the Non-SDN List, including the "Sectoral Sanctions Identifications List", published by the Office of Foreign Assets Control of the U.S. Department of the Treasury; the Section 311 Special Measures for Jurisdictions, Financial Institutions, or International Transactions of Primary Money Laundering Concern published by the Financial Crimes Enforcement Network of the U.S. Department of the Treasury; and, any other foreign terrorist organization or other sanctioned, restricted, or debarred party list published by the Financial Investigation Authority of the British Virgin Islands;
2.1.20 "Sanctioned Person" refers to any Person or blockchain address that is: (i) specifically listed in any Sanctions List; (ii) directly or indirectly owned 50 percent or more by any Person or group of Persons in the aggregate or blockchain address associated with such Person or Persons that is included in any Sanctions List; (iii) the Government or any Government Official of any Prohibited Jurisdiction; or (iv) otherwise sanctioned, restricted, or penalized under applicable law;
2.1.21 "Sender" means a User who sends Digital Assets through the Client;
2.1.22 "Supported Assets" means any of the supported Digital Assets in the MCLW;
2.1.23 "Supported Asset Networks" means the blockchains on which the Supported Assets are built on and thus the blockchains with which the Client and Hub interact. This includes off-chain solutions such as the Lightning Network;
2.1.24 "Trading Feature" means any of the included features in the Client that allow a User to trade Digital Assets with another User;
2.1.25 "Transaction Fee" means the fee charged when a User uses a Trading Feature in the Client;
2.1.26 "User" means any Person that interacts with the Client;
2.1.27 “Trader” means any Person who buys and sells Digital Assets for profit;
2.1.28 "UTXO" means unspent transaction output;
2.1.29 "Wallet Address" means the alphanumeric identifier that represents a means for holding, storing and transferring Digital Assets;
2.1.30 “Arbitrage Trading” means the strategy with which a Trader profits on the price difference between Digital Asset Exchanges;
2.1.31 “Market Maker” means a Trader that provides liquidity in the form of Digital Assets to the market by offering bid and ask quotes;
2.1.32 “Exchanges” means platforms that allow Traders to buy and sell Digital Assets;
2.1.33 “Buyer” means a User who buys Digital Assets through the Client;
2.1.34 “Sender” means a User who sells Digital Assets through the Client;
2.2 Extended Meanings. Unless otherwise specified in these Terms, words importing the singular include the plural and vice versa and words importing gender include all genders. The word "include," "includes" or "including" will be interpreted on an inclusive basis and be deemed to be followed by the words "without limitation."
3.1 User Requirements
3.1.1 Users of the Client must: (i) not be Prohibited Persons; (ii) not utilize the Client to facilitate any Prohibited Uses; and (iii) assure any Receiver is not a Prohibited Person.
3.1.2 You may use the Client solely in accordance with these Terms. You shall not take any steps to circumvent, avoid, bypass or obviate, directly or indirectly, the intent of these Terms.
3.1.3 Your use of the Client allows you to (i) store Supported Assets; (ii) view information that is part of a Supported Asset Network; (iii) process Digital Asset Transfers; and (iv) use additional functionality Hydranet DAO may add to the Client from time to time.
3.1.4 You own and control the Supported Assets held in your Client. As the owner of the Supported Assets in your Client, you bear all risk of loss of such Supported Assets. Hydranet DAO has no liability for Digital Asset fluctuations or loss associated with your use of the Client. At any time, subject to outages, downtime, and other applicable policies, you may withdraw your Supported Assets by sending them to another Wallet Address utilizing the applicable Supported Assets Network.
3.2 Limitations of Client and Hub
3.2.1 We may permanently or temporarily terminate or suspend your license to the Client without notice and liability for any reason, including if in our sole determination you violate any provision of these Terms, or for no reason. Upon any termination, (i) all rights and/or licenses granted to you under these Terms shall immediately cease and terminate and you shall forthwith cease the use of the Client in any way whatsoever; and (ii) notwithstanding the foregoing, you will continue to be bound by these Terms.
3.2.2 The Client is intended solely for proper use of Supported Assets. Under no circumstances should you attempt to use your Client to store, Send, request, or Receive any assets other than Supported Assets.
3.2.3 To use the Client you must have a Computer Device that is compatible with the Client. Hydranet DAO does not warrant that the Client will be compatible with your Computer Device. You agree that you are solely responsible for any charges incurred by data connectivity of your Computer Device.
3.2.4 You agree that we may close your open Payment Channels with the Hub if we consider your Payment Channels unresponsive, or for no reason. The funds locked in the Payment Channels will be distributed to the owners according to the latest state of the Payment Channels. You also agree that we will not compensate you for any Losses associated with the closure of your Payment Channel.
3.3 Digital Asset Transfers and Payment Channel Management
3.3.1 Your Client enables you to Send Supported Assets to, and Receive Supported Assets from, other Wallet Addresses, including Wallet Addresses controlled by third parties. Your transfer of Supported Assets between other Wallet Addresses you control and to and from Wallet Addresses controlled by third parties is a "Wallet Asset Transfer". Sending and Receiving funds using the Trading Features offered in the Client are also considered a Wallet Asset Transfer.
3.3.2 Your Client enables you to interact with Payment Channel Networks to set up and manage Payment Channels which will enable you to engage with the Trading Features in your Client. Your interaction with the Payment Channel Networks including, but not limited to, opening and closing Payment Channels, depositing Supported Assets to Payment Channels and withdrawing Supported Assets from Payment Channels, is considered as “Payment Channel Management”.
3.3.3 Once a Wallet Asset Transfer or Payment Channel Management is submitted to a Supported Asset Network, the transaction will be unconfirmed and remain in a pending state for a period of time sufficient to allow confirmation of the transaction by the Supported Asset Network. A Wallet Asset Transfer or Payment Channel Management is not complete while it is in a pending state. Pending Wallet Asset Transfers and Payment Channel Managements that are initiated from the Client will reflect a pending transaction status and are not available to you for use in the Client or otherwise while the transaction is pending.
3.3.4 When you or a third party sends Digital Asset to the Client from another Wallet Address ("Wallet Inbound Transfers"), the person initiating the transaction is solely responsible for executing the transaction properly, which includes ensuring that the Digital Asset being sent is a Supported Asset.
3.3.5 When you send Supported Assets from the Client to an external Wallet ("Wallet Outbound Transfers"), such transfers are executed at your instruction. You should verify all transaction information prior to submitting the transfer. We do not guarantee the identity or value received by a Receiver of a Wallet Asset Transfer. Wallet Asset Transfers cannot be reversed once they have been broadcast to the relevant Supported Asset Network, although they may be in a pending state, and designated accordingly, while the transaction is processed by network operators. You acknowledge and agree that you may be required to pay network or miner's fees in order for a Wallet Outbound Transfer transaction to be successful. Insufficient network fees may cause a Wallet Outbound Transfer to remain in a pending state outside of Hydranet DAO's control, and Hydranet DAO shall not be responsible for delays or Loss incurred as a result of an error in the initiation of the transaction and have no obligation to assist in the remediation of such transactions.
3.3.6 When you interact with Payment Channel Networks (Payment Channel Management), such interactions are executed at your instructions. You should verify all interaction information prior to submitting the interaction. Payment Channel Management cannot be reversed once they have been broadcasted to the relevant Supported Asset Network, although they may be in a pending state, and designated accordingly, while the transaction is processed by network operators. You acknowledge and agree that you may be required to pay network or miner’s fees in order for Payment Channel Management to be successful. Insufficient network fees may cause Payment Channel Management to remain in a pending state outside of Hydranet DAO’s control, and Hydranet DAO shall not be responsible for delays or Loss incurred as a result of an error in the inition of the Payment Channel Management and have no obligation to assist in the remediation of such Payment Channel Management.
3.3.7 Hydranet DAO does neither control the Supported Asset Networks nor the Payment Channel Networks, and makes no guarantees that a Wallet Asset Transfer will be confirmed by a Supported Asset Network or Payment Channel Network. Hydranet DAO is not responsible for the availability or legitimacy of the content, products, assets, or services on or accessible from Supported Asset Networks and Payment Channel Networks. Supported Asset Networks and Payment Channel Networks may provide access to Digital Assets which have high risks of illiquidity, devaluation, lockup, or loss.
3.3.8 To Receive Supported Assets using the Trading Features, Users may rent the inbound Supported Assets from the Hub. Hydranet DAO may charge a fee associated with the rental of Supported Assets from the Hub. This fee is based on the amount of Supported Assets being rented and the time period of the rental. You acknowledge and agree that you may be required to pay a fee for renting Supported Assets from the Hub. You also acknowledge and agree that you may be required to pay network or miner’s fees associated with the renting of Supported Assets from the Hub.
4 RIGHTS AND RESTRICTIONS
4.1 Subject to the terms and conditions of these Terms, Hydranet DAO hereby grants you a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Client and the Hydranet DAO Content on one Computer Device owned or leased solely by you, for your personal use. You may not: (i) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Client to any third party or use the Client to provide time sharing or similar services for any third party; (ii) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Client, or features that enforce limitations on use of the Client; or (iii) delete the copyright and other proprietary rights notices on the Client. You acknowledge that Hydranet DAO may from time-to-time issue upgraded versions of the Client and may automatically upgrade the version of the Client that you are using on your Computer Device. You consent to such automatic upgrading on your Computer Device and agree that the terms and conditions of these Terms will apply to all such upgrades. Without limiting the generality of section 11.2, you irrevocably agree and acknowledge that neither Hydranet DAO nor any of its Associates shall have any liability or responsibility for any Losses directly or indirectly arising out of or related to a version upgrade of the Client or the Hub. Any third-party code that may be incorporated in the Client is covered by the applicable open source or third-party license. End-user license, if any, authorizing use of such code. The foregoing license grant is not a sale of the Client or any copy thereof, and Hydranet DAO or its third-party partners or suppliers retain all right, title, and interest in the Client (and any copy thereof). Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in these Terms, is void. Hydranet DAO reserves all rights not expressly granted under these Terms.
4.2 The Supported Asset Networks, the Payment Channel Networks and certain elements of the Client are offered under an open-source license. Open-source software licenses constitute separate written agreements. To the limited extent the open-source software license expressly supersedes these Terms, the open-source license instead sets forth your agreement with Hydranet DAO for the applicable open-source software.
4.3 All materials and content on the Client (the "Hydranet DAO Content"), and all intellectual property rights related thereto, are the exclusive property of Hydranet DAO and its licensors. Except as explicitly provided herein, nothing in these Terms shall be deemed to create a license in or under any such intellectual property rights, and you agree not to appropriate, sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, reverse engineer edit or create derivative works from any Hydranet DAO Content. The Hydranet DAO Content is protected by copyright, trademark, trade secret and other intellectual property or proprietary rights laws in various jurisdictions. All rights not expressly granted to you in these Terms are reserved by Hydranet DAO or its licensor(s). Use of the Hydranet DAO Content for any purpose not expressly permitted by these Terms is strictly prohibited.
5 PROHIBITED USES
You agree not to use the Client to engage in any of the following prohibited activities:
5.1 Permit any transmission of any Digital Assets through your Client from, to, or for the benefit of, any Prohibited Person or use the Client for the financial or other benefit of a Prohibited Person;
5.2 Use the Client in order to disguise the origin or nature of illicit proceeds of, or to breach any Laws, or to transact or deal in any contraband assets, funds, property or proceeds;
5.3 Use the Client if any applicable Laws prohibit, penal sanction, or expose Hydranet DAO to liability;
5.4 Use the Client to facilitate, approve, evade, avoid, or circumvent any applicable Laws;
5.5 Use the Client to evade taxes under the Laws of any jurisdiction;
5.6 Trade, obtain financing or otherwise transact through the Client, with anything other than Digital Assets and Wallet Addresses that have been legally obtained by you and that belong to you;
5.7 Take advantage of any technical glitch, malfunction failure, delay, default, or security breach;
5.8 Subvert any restrictions set out in these Terms;
5.9 Violate, promote, cause a violation of, or conspire or attempt to violate these Terms or applicable Laws.
Any use as described in this Section shall constitute a "Prohibited Use". If Hydranet DAO determines or suspects that you have engaged in any Prohibited Use, Hydranet DAO may address such Prohibited Use through an appropriate sanction, in its sole and absolute discretion. Such sanction may include: (i) making a report to any Government, law enforcement, or other authorities, without providing any notice to you about any such report; or (ii) suspending or terminating your license to the Client. In addition, should your actions or inaction result in Loss being suffered by Hydranet DAO or any of its Associates, you shall pay an amount to Hydranet DAO and the Associate so as to render Hydranet DAO and the Associate whole, including the amount of taxes or penalties that might be imposed on Hydranet DAO or the Associate.
6 YOUR REPRESENTATIONS, WARRANTIES AND COVENANTS
You represent and warrant to Hydranet DAO on the date of your acceptance or deemed acceptance of these Terms and each day on which you use the Client with reference to the facts and circumstances existing at such date, as follows:
6.1 None of you, your Receivers or any of your respective affiliates is: (i) itself or owned (beneficially or of record) or controlled by one or more Prohibited Person(s); (ii) involve in any transaction, transfer, or conduct, whether or not by using the Client, that is likely to result in you, your Receivers or your respective affiliates or your or their shareholders, directors, officers, employees, agents, or partners becoming a Prohibited Person; (iii) residing or domiciled in, or utilizing the Client from a Prohibited Jurisdiction; (iv)
a Government or Government Official of a Prohibited Jurisdiction; or (v) otherwise a Prohibited Person;
6.2 None of you, your Receivers or any of your respect affiliates is acting for or on behalf of any Prohibited Person or will use the Client to make any Wallet Asset Transfers with Prohibited Persons;
6.3 None of you, your Receivers or any of your respect affiliates is otherwise prohibited by applicable Laws from using the Client and your use of the Client will not contravene any Law applicable to you;
6.4 None of you, your Receivers or any of your respective affiliates will use the Client to transfer funds which are the proceeds of conduct that is illegal in any applicable jurisdiction, the jurisdiction in which you are located, and the jurisdiction in which any Receiver is located;
6.5 The Client will not be used by any of you, your Receivers or any of your respective affiliates to enable any Prohibited Uses;
6.6 If you are an individual user, you are 18 years of age or older and that you have the capacity to contract under applicable Laws;
6.7 If you are using the Client on behalf of a legal entity, (i) such legal entity is duly organized and validly existing under the applicable Laws of the jurisdiction of its organization; and (ii) you, and any individuals utilizing the Client on behalf of the legal entity are duly authorized by such legal entity to act on its behalf;
6.8 You understand the risks associated with using the Client, including that: (i) Hydranet DAO does not provide or control any other Person such as your Receivers; (ii) Hydranet DAO does not provide or control the Supported Asset Networks or Payment Channel Networks or any other Person such as miners on the Supported Asset Networks; (iii) market prices for Digital Assets can be volatile and highly unpredictable; (iv) the legality of holding and transacting Digital Assets may not be clear and may vary under the laws of different jurisdictions throughout the world; (v) both the Supported Asset Networks, the Payment Channel Networks and the Client may be subject to security breaches from cyber-attacks that hack and steal your Digital Assets, or electronic or technological failures that impede or prevent your transfers or cause recordkeeping errors; and (vi) Persons may be or become insolvent, bankrupt or default upon their obligations.
6.9 You, your Receivers and your respective affiliates are currently in compliance with, and will, at your own cost and expense, comply with all Laws; and
6.10 None of you, your Receivers and your respective affiliates have (i) violated; (ii) been fined, debarred, sanctioned, the subject of Economic Sanctions-related restrictions, or otherwise penalized under; (iii) received any oral or written notice from any Government concerning actual or possible violation by you under; or (iv) received any other report that you are the subject or target of sanctions, restrictions, penalties, or enforcement action or investigation under, any applicable Laws.
7 NO REPRESENTATION BY HYDRANET DAO
7.1 Hydranet DAO makes no representations, warranty covenants or guarantees to you of any kind and, to the extent permitted by applicable Laws, Hydranet DAO expressly disclaims all representations, warranties, covenants or guarantees, express, implied or statutory, with respect to the Client. The Client is offered strictly on an as-is, where-is basis and, without limiting the generality of the foregoing, is offered without any representation as to merchantability or fitness for any particular purpose. You understand that the Client is experimental and may have features that are still in development, may have bugs or errors, may be feature incomplete and may materially change after commercial launch.
7.2 The Client facilitates transactions between Buyers and Sellers of Digital Assets. Hydranet DAO is not a party to any agreement between Buyers and Sellers interacting via their respective Clients. We do not advise on the merits of any particular transaction, trading risks, or tax consequences, and we do not provide any other financial, investment, taxation or legal advice in connection with the Client. We are not your broker, intermediary, agent, or advisor and we have no fiduciary relationship or obligation to you in connection with any trades or other decisions or activities effected by your use of the Client. Any decision by you to use the Client and transact Digital Assets is your own independent decision. You accept full responsibility for verifying the identity, legitimacy, and authenticity of Digital assets you purchase through the Client. In entering into any Transaction through the Client, you represent that you have been, you are, and will be solely responsible for making your own independent appraisal and investigations into the risks of such Transaction and the underlying Digital Asset. Notwithstanding indicators and messages that suggest verification, we make no claims about the identity, legitimacy, or authenticity of Digital Assets on the Client. You represent that you are not relying on any communication (written or oral) by us as investment advice or as a recommendation to use the Client and transact Digital Assets. We provide no warranty as to the suitability of the Digital Assets traded under the Terms and assume no fiduciary duty to you in connection with the use of the Client.
7.3 Without limiting the generality of Section 7.1 and Section 7.2, Hydranet DAO makes no representations, warranties, covenants or guarantees to you in respect of: (a) the connectivity or uptime of the Client or Hub; or (b), the functionality of the Supported Asset Networks (including any technical glitch, malfunction, code error, failure, delay, default, or security breach thereof); or (c), the functionality of the Payment Channel Networks (including any technical glitch, malfunction, code error, failure, delay, default, or security breach thereof).
It is your sole responsibility to determine whether and to what extent taxes and tax reporting obligations may apply to you (including any goods and services tax) with respect to the transactions carried out through the Client and you shall timely pay all such taxes and shall file all returns, reports, and disclosures required by applicable Law. You agree to indemnify and hold Hydranet DAO and its Associates harmless from and against any and all taxes (other than income or similar taxes on income earned by Hydranet DAO in providing the Client) payable with respect to any transactions carried out through the Client.
9 NO INSURANCE OR REGULATORY OVERSIGHT
You accept that any Digital Assets and Wallet Transactions with your Client are not subject to regulatory oversight, protections or insurance provided by any Person. In addition, whilst Hydranet DAO may maintain insurance for its own benefit in connection with its business, the insurance, if maintained, is solely for the benefit of Hydranet DAO and does not guarantee or insure any User in any way.
10 WARRANTY DISCLAIMERS
10.1 YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE CLIENT IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. THE CLIENT IS PROVIDED ON AN AS IS AND AS AVAILABLE BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESSED, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HYDRANET DAO SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. HYDRANET DAO DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE CLIENT OR ANY DIGITAL ASSETS WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE. SERVICE INTERRUPTIONS MAY CAUSE YOU TO BE SIGNED OUT OF YOUR CLIENT AND REQUIRE YOU TO RE-ENTER YOUR RECOVERY PHRASE TO REGAIN ACCESS.
10.2 YOU ARE SOLELY IN CONTROL OF AND RESPONSIBLE FOR STORING AND SECURING YOUR PRIVATE KEY FOR THE CLIENT. HYDRANET DAO DOES NOT STORE A BACKUP OF, AND WILL NOT BE ABLE TO RECOVER, YOUR PRIVATE KEY. IF YOU LOSE YOUR PRIVATE KEY, THEN YOU WILL LOSE ACCESS TO ALL DIGITAL ASSETS AND INFORMATION YOU HAVE STORED IN YOUR CLIENT. YOU
SHOULD ALWAYS BACKUP YOUR CLIENT'S PRIVATE ACCESS KEY VIA SECONDARY MEANS.
11 RESPONSIBILITIES, LIMITATION OF LIABILITY AND INDEMNITY
11.1 Hydranet DAO is acting as a technology provider. Only You retain full responsibility, and neither Hydranet DAO nor any of its Associates assumes any responsibility, for any Wallet Asset Transfers made through your Client. Hydranet DAO is not required to collate any information on any Receiver. Hydranet DAO is not responsible, and you retain full responsibility, to ensure that any Wallet Asset Transfer: are made to the intended Receiver. Hydranet DAO cannot reverse any transfer.
11.2 To the maximum extent permitted by applicable Law, you irrevocably agree and acknowledge that neither Hydranet DAO nor any of its Associates shall have any liability or responsibility for any Losses directly or indirectly arising out of or related to the Client. You hereby agree to release Hydranet DAO and its Associates from liability for any and all such Losses, and you shall indemnify and save and hold Hydranet DAO and its Associates harmless from and against all such Losses incurred by them as a result of your use of the Client in breach of these Terms, in violation of applicable Law, or for any stolen, lost, or unauthorized use of any Client credentials, private keys, data or other information. To the maximum extent permitted by applicable Law, the foregoing indemnity and limitations of liability and release shall apply whether the alleged liability or Losses are base on contract, negligence, tort, unjust enrichment, strict liability, violation of law or regulation, or any other basis, even if Hydranet DAO or any of its Associates have been advised of or should have known of the possibility of such Losses and damages, and without regard to the success or effectiveness of any other remedies.
11.3 Hydranet DAO may run Market Maker strategies on the Hydranet DEX and thereby act as a liquidity provider. Furthermore, Hydranet DAO may run Arbitrage Trading strategies on the Hub to mirror prices of Supported Assets on other Exchanges. These strategies are run to maintain orderly trading on the Client. However, under no circumstances is Hydranet DAO responsible to maintain orderly trading on the Client. Nor is Hydranet DAO responsible for the prices of the Supported Assets traded on the Client, or the available liquidity.
12 FORCE MAJEURE
Hydranet DAO is not responsible for Losses caused by delay or failure of the Client or Hub, including when the delay or failure is due to fires; strikes; floods; power outages or failures; acts of God or the state's enemies; disease pandemics; acts of any Government or Government Official; any and all market movements, shifts, or volatility; computer, server, protocol or internet malfunctions; software bugs in the Client or Hub; security breaches or cyberattacks; criminal acts; delays or defaults caused by common carriers; acts or omissions of other Persons; or, any other delays, defaults, failures or interruptions that cannot reasonably be foreseen or provided against by Hydranet DAO.
13 DISPUTE RESOLUTION, ARBITRATION AGREEMENT, CLASS ACTION WAIVER, AND JURY TRIAL WAIVER
13.1 Covered Claims. Except for excluded claims described below in Section 13.2, Hydranet DAO and you each agree that any dispute, claim or controversy arising out of or relating to (i) these Terms or the existence, breach, termination, enforcement, interpretation or validity thereof; (ii) the Client; or (iii) your use of the Client at any time (each, a "Claim"), will be subject to and finally resolved by confidential, binding arbitration and not in a class, representative or consolidated action or proceeding. If you are a Person subject to the jurisdiction of the United States of America, the interpretation and enforceability of this arbitration provision will be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq. Arbitration will be conducted through the use of videoconferencing technology (unless both arbitration parties agree that an in-person hearing is appropriate given the nature of
the dispute) before a single arbitrator in accordance with the Rules of Arbitration of the International Chamber of Commerce, as amended from time to time (the "ICC Rules"). Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. If the arbitral parties do not promptly agree on a seat of arbitration if an in-person hearing is selected, the seat will be the British Virgin Islands. The language of the arbitral proceedings will be English. The arbitrator may award any relief that a court of competent jurisdiction could award, including attorneys' fees when authorized by law, and the arbitral decision may be enforced in court.
13.2 Excluded Claims. The following claims and cause of action will be excluded from arbitration as described in Section 13.2: causes of action or claims in which either Party seeks injunctive or other equitable relief for the alleged unlawful use of the Client or its confidential information or private data. The Parties shall be at liberty to pursue claims or causes of actions excluded from arbitration through any court of competent jurisdiction.
13.3 Delegation. The arbitrator will have the power to hear and determine challenges to their jurisdiction, including any objections with respect to the existence, scope or validity of the arbitration agreement. This authority extends to jurisdictional challenges with respect to both the subject matter of the dispute and the parties to the arbitration. Further, the arbitrator will have the power to determine the existence, validity, or scope of the contract of which an arbitration clause forms a part. For the purposes of challenges to the jurisdiction of the arbitrator, each clause within this Section 13 will be considered as separable from any contract of which it forms a part. Any challenges to the jurisdiction of the arbitrator, except challenges based on the award itself, will be made not later than the notice of defense or, with respect to a counterclaim, the reply to the counterclaim; provided, however, that if a claim or counterclaim is later added or amended such a challenge may be made not later than the response to such claim or counterclaim as provided under ICC Rules.
13.4 Class Action Waiver. You and Hydranet DAO expressly intend and agree that: (i) class action and representative action procedures are hereby waived and will not be asserted, nor will they apply, in any arbitration pursuant to these Terms; (ii) neither you nor Hydranet DAO will assert class action or representative action claims against the other in arbitration or otherwise; (iii) each of you and Hydranet DAO will only submit their own, individual claims in arbitration and will not seek to represent the interests of any other person, or consolidate claims with any other person; (iv) nothing in these Terms will be interpreted as your or Hydranet DAO' intent to arbitrate Claims on a class or representative basis; and (v) any relief awarded to any one user of the Client cannot and may not affect any other user of the Client. No adjudicator may consolidate or join more than one Person's or Party's claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding.
13.5 Confidentiality. You and Hydranet DAO and any off arbitration parties will maintain the confidential nature of the arbitration proceeding and any award, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision.
13.6 JURY TRIAL WAIVER. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING OF ANY KIND WHATSOEVER ARISING OUT OF OR RELATING TO THESE TERMS OR ANY BREACH THEREOF, ANY USE OR ATTEMPTED USE OF THE CLIENT BY YOU, AND/OR ANY OTHER MATTER INVOLVING THE USER AND HYDRANET DAO.
14.1 Governing Law. These Terms shall be governed by and construed and enforced in accordance with the laws. Any transaction, dispute, controversy, claim or action arising from or related to your use of the Client or these Terms shall be governed by the Laws of the British Virgin Islands, exclusive of choice-of-law principles.
14.2 No Waiver; Available Remedies. Any failure by Hydranet DAO to exercise any of its rights, powers, or remedies under these Terms, or any delay by Hydranet DAO in doing so, does not constitute a waiver of any such right, power, or remedy. The single or partial exercise of any right, power, or remedy by Hydranet DAO does not prevent either from exercising any other rights, powers, or remedies. The remedies of Hydranet DAO are cumulative with and not exclusive of any other remedy conferred by the provisions of these Terms, or by law or equity. You agree that the remedies to which Hydranet DAO is entitled include (i) injunctions to prevent breaches of these Terms and to enforce specifically the terms and provisions hereof and you waive the requirement of any posting of a bond in connection with such remedies, and (ii) the right to recover the amount of any Losses by set off against any amounts that Hydranet DAO would otherwise be obligated to pay to you.
14.3 Assignment; Third Party Rights. These Terms, and any of the rights, duties, and obligations contained or incorporated herein, are not assignable by you without prior written consent of Hydranet DAO and any attempt by you to assign these Terms without Hydranet DAO's written consent is void. These Terms, and any of the rights, duties, and obligations contained herein, are freely assignable by Hydranet DAO, in whole or in part, without notice or your consent (for clarity, this assignment right includes the right for Hydranet DAO to assign any claim, in whole or in part, arising hereunder). Any attempt by you to assign these Terms without written consent is void. Subject to the foregoing, these Terms, and any of the rights, duties, and obligations contained or incorporated herein, shall be binding upon and inure to the benefit of the heirs, executors, administrators, personal or legal representatives, successors and assigns of you and of Hydranet DAO. None of the provisions of these Terms, or any of the rights, duties, and obligations contained or incorporated herein, are for the benefit of or enforceable by any creditors of you or Hydranet DAO or any other persons, except (i) such as inure to a successor or assign in accordance herewith and (ii) that the Associates of Hydranet DAO are intended third party beneficiaries of the rights and privileges expressly stated to apply to the Associates hereunder and shall be entitled to enforce such rights and privileges (including those rights and privileges set out in Section 5 (Prohibited Uses) and Section 11 (Responsibilities, Limitation of Liability and Indemnity)) as if a direct party to these Terms. No consent of any Person is required for any modification or amendment to these Terms.
14.4 Severability. If any provision of these Terms or parts thereof, as amended from time to time, is determined to be invalid, void, or unenforceable, in whole or in part, by any court of competent jurisdiction, such invalidity, voidness, or unenforceability attaches only to such provision to the extent of its illegality, unenforceability, invalidity, or voidness, as may be, and everything else in these Terms continues in full force and effect.
14.5 Electronic Communications; Acceptance. You agree and consent to receive electronically all communications, agreements, documents, receipts, notices and disclosures that Hydranet DAO may provide in connection with these Terms through publication on any part of the Client. Such notices shall be deemed effective and received by you on the date on which the notice is published on any part of the Client. These Terms may be accepted electronically, and it is the intention of the party that such acceptance shall be deemed to be as valid as an original signature being applied to these Terms.