Last Modified: 18 December 2018
The Terms include the following:
2. Schedule A – Hbars; Nodes; Transaction Fees and Payments;
3. Schedule B – Developers;
4. Schedule C – Hedera Profiles;
5. Schedule D – Hedera Wallet Applications; Hedera Browser Plugin; and
6. Schedule E – The Daily Timestamp
PLEASE REVIEW THESE TERMS CAREFULLY, INCLUDING WITHOUT LIMITATION ANY LINKED TERMS AND CONDITIONS APPEARING OR REFERENCED BELOW, WHICH ARE INCORPORATED BY REFERENCE INTO THESE TERMS.
THESE TERMS REQUIRE THE USE OF BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE ALL DISPUTES ARISING UNDER THEM, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
These Terms give You specific legal rights, and You may also have additional legal rights, which vary from jurisdiction to jurisdiction. The disclaimers, exclusions and limitations of liability under these Terms will not apply to the extent prohibited by applicable law.
1. Definitions. Certain capitalized terms in these Terms will have the meaning in this Section
1.1 “Application(s)” means one or more software programs developed by You that communicates with the Hedera Network, including bug fixes, updates, upgrades, modifications, enhancements, supplements to, revisions, new releases and new versions of such software programs.
1.2 “Developer(s)” means an individual or entity who accesses or uses the Developer Tools or otherwise attempts to use the Hedera Technology to build an Application(s), inclusive of a Developer’s employees and contractors, members of the Developer’s organization or, if the Developer is an educational institution, faculty and staff.
1.3 “Developer Site(s)” means one or more websites or webpages for use by Developers.
1.4 “Developer Tools” means Hedera-proprietary software provided hereunder, including but not limited to header files, APIs, libraries, simulators, and software (source code and object code) for purposes of developing Applications to be made available on the Hedera Network and any other software that Hedera provides to You under the Hedera Network, including any Updates thereto (if any) that may be provided to You by Hedera under the Hedera Network.
1.5 “FOSS,” or Free and Open Source Software, means any software that is subject to terms that, as a condition of use, copying, modification or redistribution, require such software and/or derivative works thereof to be disclosed or distributed in source code form, to be licensed for the purpose of making derivative works, or to be redistributed free of charge, including without limitation software distributed under the GNU General Public License or GNU Lesser/Library GPL.
1.6 “Hedera Browser Extension” means the browser extension developed by or on behalf of Hedera to test micropayment functionality within a browser environment.
1.7 “Community Testing Application(s)” means any applications developed by or on behalf of Hedera for use by End Users to interact with the Hedera Network for the primary purpose of testing the Hedera Network and testing other applications built by Developers, including the Hedera Wallet Applications, the Hedera Browser Extension, and The Daily Timestamp.
1.8 “Hedera Documentation” means any technical or other specifications, documentation, manuals, user guides, web pages, content, data and information and/or other documentation provided by Hedera through the Hedera Site or the Hedera Network, as each of the foregoing may be modified from time to time by Hedera, but excluding the Developer Tools.
1.9 “Hedera Materials” means the Hedera Sites, the Hedera Network (including the Hedera Technology, Nodes and Hbars), and the Community Testing Applications.
1.10 “Hedera Network” means the peer-to-peer, distributed ledger technology-based system operated by Hedera that is accessible for use by End Users as a public ledger. The Hedera Network consists of the Nodes, Hbars and the Hedera Technology.
1.11 “Hedera Network APIs” means the Hedera Network application protocol interface(s) contained in the Developer Tools.
1.12 “Hedera Parties” collectively means Hedera and its affiliates, and its and their respective officers, members, directors, employees, service providers, agents, licensors, suppliers, successors and assigns.
1.13 “Hedera Profile” is defined in Section 2.3 of these Terms.
1.14 “Hedera Site(s)” means the website(s) or webpage(s) operated by Hedera that include content and other information about Hedera and the Hedera Network, including the Developer Site(s) and The Daily Timestamp.
1.15 “Hedera Technology” means the open source and proprietary technology from Hedera and its licensors used to build the Hedera Network, including the Hedera Network APIs, Developer Tools, Hedera Documentation, Node Software and the Hedera Testnet Materials.
1.16 “Hedera Testnet Materials” means any network and associated software created with Hedera Technology for the express purpose of testing Hedera Technology functionality.
1.17 “Hedera Wallet Application(s)” means the iOS and Android mobile applications and any other applications operated by Hedera with cryptocurrency wallet functionality.
1.18 “Law(s)” means all existing and future federal, state, provincial, regional, territorial and local Laws, international treaties, statutes, statutory instruments, ordinances, regulations, rules, executive orders, supervisory requirements, directives, circulars, opinions, interpretive letters and other office releases, guidelines, and policies with the force of law, of or by any government, or any governmental authority, department, or agency thereof (including all federal and state banking laws, regulations, guidance, and policies), or any court of competent jurisdiction.
1.19 “Node(s)” means an active physical electronic device that runs the Node Software, connects to the Hedera Network, creates, sends, receives and/or transmits information over the Hedera Network and offers one or more services supported by the Hedera Network.
1.20 “Node Software” means the node software provided by Hedera to be used for the purpose of creating and operating a Node.
1.21 “The Daily Timestamp” means the website operated by Hedera that allows End Users to view content on a pay-per-view basis as part of the community testing program.
1.22 “Hbar(s)” means the cryptocurrency native to the Hedera Network for the purpose of securing the network and paying network usage fees.
1.22 “Update(s)” means bug fixes, updates, upgrades, modifications, enhancements, supplements, and new releases or versions of the Developer Tools or Hedera Documentation, or to any part of the Developer Tools or Hedera Documentation.
2. Eligibility and Access Terms.
2.1 Eligibility. You must be at least 18 years of age or the age of majority in Your place of residence to access the Hedera Materials. These Terms consist of a legally binding contract between You and Hedera. These Terms apply to any End User of the Hedera Materials. You may access and use the Hedera Materials only if You can form a binding contract and only in compliance with these Terms and all applicable Laws.
2.3 Hedera Account Profiles. Each End User must have a current and valid account profile (“Hedera Profile”) to access and use the Hedera Network or the Community Testing Applications. The additional terms governing Hedera Profiles may be found in Schedule C and are incorporated herein.
3. Grant of Rights. Subject to these Terms, Hedera hereby grants to You a limited, non-exclusive, revocable, non-transferable, non-sublicensable right to access and use the Hedera Materials. Hedera may terminate or limit this license for the (including a license to access and use the Hedera Site) at any time for any reason or no reason. Hedera does not offer any specific uptime guarantee for the Hedera Materials
4. Hedera Registration. By registering with Hedera on any Hedera Site, Hedera may provide You with notifications and emails regarding the Hedera Materials and functionality of the Hedera Sites and such services that Hedera may establish and maintain from time to time and in Hedera’s sole discretion.
4.1 Accuracy of Information. You may never use another individual’s email account or identity to register with Hedera. All information provided by You to Hedera must be current, true, accurate, supportable and complete and You will promptly notify Hedera of any changes to such information.
4.2 Updates and Notices. You may update the information that You have provided to Hedera, such as Your contact information, interests and developer status, by emailing Hedera at [email protected]. By providing Hedera Your email address You consent to Hedera using the email address to send You Hedera Site and Hedera Materials related notices, including any notices required by law, in lieu of communication by postal mail. Hedera may also use Your email address to send You other messages, such as changes to features of the Hedera Sites or any of the Hedera Materials and special offers. If You do not want to receive such email messages, You may opt out or change Your preferences by emailing Hedera at [email protected]. Opting out may prevent You from receiving email messages regarding updates, improvements or offers.
5. End User Security. For any Hedera Materials, including the Community Testing Applications, You are solely responsible for keeping Your access and recovery credentials (e.g. passwords, PINs, recovery codes, private keys, etc.) confidential and secure (“Credentials”). You are solely responsible for the activity that occurs under any profile or on any account or created by You, and You must take all necessary steps to keep Your Credentials secure. Hedera encourages You to use “strong” passwords (passwords that use a combination of upper and lower-case letters, numbers and symbols) with all of Your profiles and accounts associated with any Hedera Materials, and encourages You to securely backup all Credentials, as they may not be recoverable by Hedera. You must notify Hedera immediately of any breach of security or unauthorized use of Your profiles and accounts by emailing [email protected]. Hedera will not be liable for any losses caused by any unauthorized use of Your profiles and accounts.
7. Force Majeure. Hedera will not be liable or responsible to You, nor be deemed to have defaulted or breached these Terms, for any failure or delay in its performance under these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions (including regulatory actions), war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers, manufacturers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage. The Hedera Materials may be suspended temporarily without notice for security reasons, system failure, maintenance and repair, or other circumstances.
8. Proprietary Rights.
8.1 Ownership. The parties acknowledge that the Terms do not give Hedera any ownership interest in Your Applications. Unless governed by a separate licensing agreement, the remainder of this paragraph will apply to all Hedera Materials. The Hedera Materials are licensed, not sold, to You, and Hedera retains and reserves all rights in the Hedera Materials not expressly granted in the Terms. You expressly acknowledge that Hedera and its licensors retain all worldwide right, title and interest in and to the Hedera Materials and its entire contents, features, and functionality (including but not limited to all information, software, technology, text, displays, images, video, and audio, and the design, selection, and arrangement) thereof and any and all Updates in the foregoing, including without limitation all rights embodied in the Hedera Materials in patents, trademarks, trade names, copyrights, trade secrets, know-how, data (including without limitation all applications therefor), and all proprietary rights under the Laws of the United States, any other jurisdiction or any treaty (collectively, “Intellectual Property Rights”). You acknowledge and agree that Hedera and its licensors own all right, title and interest, including all Intellectual Property Rights and other proprietary rights, in and to the Hedera Materials, and no rights in the foregoing are transferred to You hereunder. The content of the Hedera Materials may not be copied, disseminated, altered or made accessible to third parties for commercial purposes. All Hedera trademarks, service marks, typefaces, company designs, logos and emblems on the Hedera Materials are protected by trademark law. The marks and design elements used on the Hedera Materials are intellectual property of Hedera or its licensors. You will not copy, use, infringe upon, misappropriate or otherwise violate these marks and design elements. The Hedera Materials may also display other product, service and/or company names that may be the trademarks of their respective owners.
8.2 Feedback. You agree that Hedera shall have the right to use, in any manner and for any purpose, any information gained as a result of Your use of the Hedera Materials. Such information shall include but not be limited to ideas, content, concepts, designs, changes, modifications, corrections and improvements to the Hedera Materials provided to Hedera by You. Hedera shall have the right to use, at its sole discretion, all such information, including, but not limited to, use by incorporation of such information into computer programs and documentation for assignment, license, or other transfer to third parties, without any duty to account to You and if You do provide Hedera with any suggestions, ideas, feedback, error identifications or other information related to the Hedera Materials, including Your use and evaluation of the Hedera Testnet Materials, Developer Tools or the Hedera Documentation (“Feedback”), You hereby assign to Hedera all right, title and interest in and to all Feedback, including all Intellectual Property Rights therein, and agrees to assist Hedera in perfecting such rights and obtaining assignments of such rights from all individuals involved in generating the Feedback.
9. Certain Limitations. You acknowledge that the Hedera Materials, including the Hedera Testnet Materials and Developer Tools, are not intended to be 100% reliable and 100% available. The Hedera Materials are subject to interruptions from time to time and failures for a variety of reasons beyond Hedera’s control, such as wireless service limitations and failures. You acknowledge these limitations and agree that Hedera is not responsible for any damages allegedly caused by the failure or delay of the Hedera Materials (including to any person or property).
10. LIMITATION OF LIABILITY. IN NO EVENT WILL THE HEDERA PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST SAVINGS, LOSS OF DATA, OR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND ARISING OUT OF ANY PROVISION OF THESE TERMS OR THE USE OF OR INABILITY TO USE THE HEDERA MATERIALS OR WITH REGARD TO ANY APPLICATION, IN WHOLE OR IN PARTY, ANY UPDATES TO EITHER OF THE FOREGOING, OR ANY OTHER SERVICES, SOFTWARE OR MATERIALS PROVIDED TO YOU BY HEDERA, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE), EVEN IF HEDERA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL AGGREGATE LIABILITY OF THE HEDERA PARTIES UNDER OR IN CONNECTION WITH THESE TERMS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE), SHALL NOT EXCEED US $100.
11.1 End Users. You agree to indemnify, defend and hold harmless the Hedera Parties from and against any Losses arising out of or relating to (i) Your violation of these Terms, (ii) Your use of the Hedera Materials, including, but not limited to any use of Hedera’s or its licensors’ content, services and products other than as expressly authorized in these Terms or Your use of any information obtained from the Hedera Materials, (iii) any of Your Applications; (iv) any content or Feedback You provide, or (v) Your violation of any Law or the rights of any third party.
11.2 Generally. Hedera reserves the right, at Your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify Hedera and You agree to cooperate with our defense of such claims. You agree not to settle any such claim without the Hedera’s prior written consent. Hedera will use reasonable efforts to notify You of any such claim, action or proceeding upon becoming aware of it.
12. NO WARRANTY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE HEDERA MATERIALS AND YOUR DEVELOPMENT AND USE OF APPLICATIONS (AS APPLICABLE) IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. THE HEDERA MATERIALS IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND THE HEDERA PARTIES HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE HEDERA MATERIALS, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TIMELINESS, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. HEDERA DOES NOT WARRANT:
A) AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE HEDERA MATERIALS;
B) THAT THE HEDERA MATERIALS WILL MEET YOUR REQUIREMENTS;
C) THAT THE OPERATION OF THE HEDERA MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE,
D) THAT DEFECTS OR ERRORS IN THE HEDERA MATERIALS WILL BE CORRECTED,
E) THAT HEDERA MATERIALS WILL BE COMPATIBLE WITH FUTURE HEDERA PRODUCTS, SERVICES OR SOFTWARE OR ANY THIRD-PARTY SOFTWARE, APPLICATIONS, OR SERVICES, OR
F) THAT ANY INFORMATION STORED OR TRANSMITTED THROUGH ANY HEDERA MATERIALS WILL NOT BE LOST, CORRUPTED OR DAMAGED.
YOU ACKNOWLEDGE THAT THE HEDERA MATERIALS ARE NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE ERRORS, DELAYS, FAILURES OR INACCURACIES IN THE TRANSMISSION OR STORAGE OF DATA OR INFORMATION BY OR THROUGH THE HEDERA MATERIALS OR THE APPLICATIONS COULD LEAD TO DEATH, PERSONAL INJURY, OR FINANCIAL, PHYSICAL, PROPERTY OR ENVIRONMENTAL DAMAGE, INCLUDING WITHOUT LIMITATION THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, LIFE SUPPORT OR WEAPONS SYSTEMS.
NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY HEDERA OR A HEDERA AUTHORIZED REPRESENTATIVE WILL CREATE A WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
13. Interactive Features; User Submissions.
13.1 Hedera may provide interactive features on or through the Hedera Materials, including, without limitation, message boards, messaging/chat features, information sharing features (including the ability to e-mail information directly to other users), content sharing features, profiles, forums, and bulletin boards (collectively, “Interactive Features”) that allow users to post, submit, publish, display or transmit to other users, Hedera, or other persons, or to share on social media sites, including, but not limited to, by using Hedera’s hashtag(s) (“post”) information, data, content or materials, including, without limitation, any and all image(s), text, photograph(s), video(s), and sound recordings (“User Submissions”).
13.2 Any User Submissions You post to or through the Hedera Materials will be considered non-confidential and non-proprietary. By posting User Submissions, You hereby grant the Hedera Parties a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, transferable license, right and permission to publish, copy, alter, modify, edit, adapt, create derivative works, distribute, publicly perform, display, exhibit, transmit, broadcast, digitize, market, advertise, sell, rent, license, exploit, use, and otherwise disclose to third parties, for any purpose, including for marketing, advertising and promotional purposes, in any and all media or marketing platforms, now known or hereafter known, including the right to sublicense (through unlimited levels of sublicenses), (a) such User Submissions; (b) Your name and/or handle, image, likeness, voice, appearance, biographical information, the image of Your pet(s) and other property; (c) all copyrights and other intellectual property and proprietary rights in the foregoing; and (d) all modifications to and derivative works of the foregoing.
14. Arbitration; Governing Law. Except where prohibited by law, You agree that at the sole and exclusive discretion of Hedera that (1) any and all disputes and causes of action arising out of or connected with these Terms, shall be resolved individually, without resort to any form of class action, and exclusively by final and binding arbitration under the rules of the American Arbitration Association and held in Collin County, Texas, USA; (2) the Federal Arbitration Act shall govern the interpretation, enforcement and all proceedings at such arbitration; and (3) judgment upon such arbitration award may be entered in any court having jurisdiction. Any dispute between the parties that is not subject to arbitration will be resolved in the state or federal courts of Texas and the United States of America, respectively, sitting in Collin County, Texas, except to the extent prohibited by applicable local law. These Terms shall be governed by, subject to, and construed in accordance with the laws of Texas, USA, excluding all conflict of law rules. This does not affect any rights You may have under the law of the country in which You are a resident, including Your right to have a dispute in relation to these Terms heard in the courts of that country solely to the extent required under such applicable local laws. If any provision(s) of these Terms are held to be invalid or unenforceable, all remaining provisions hereof will remain in full force and effect. These Terms shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
15. Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by You, but may be assigned by Hedera without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
16. Third Party Links. The Hedera Materials may permit You to link to other websites, services or resources on the Internet, and other websites, services or resources may contain links to the Hedera Sites. When You access third party websites, You do so at Your own risk. These other websites are not under Hedera's control, and You acknowledge that Hedera is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by Hedera or any association with its operators. You further acknowledge and agree that Hedera shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource.
17. Relationship of the Parties; Independent Development. The relationship of the parties established by the Terms is that of independent contractors. No party has the authority to bind the other or assume or create any obligation or liability on the other’s behalf. These Terms are for the sole benefit of the parties and their successors and permitted assigns, and nothing in the Terms shall give or be construed to give any person or entity other than the parties any legal or equitable rights. Further, nothing in the Terms will impair Hedera's right to develop, acquire, license, market, promote, or distribute products or technologies that perform the same or similar functions as, or otherwise compete with the Applications, or any other products or technologies that You may develop, produce, market, or distribute.
18. Notices. Notices will be in writing and delivered as follows. Notices from You to Hedera will be sent by courier or overnight delivery to 224 W Campbell Rd, Suite 504, Richardson, TX 75080. Notices from Hedera to You will be sent by electronic mail to the address You provide when You register for Your Hedera Profile, if applicable, or other profile or account related to Your access or use of the Hedera Materials.
19. Modifications to the Terms. Hedera may update or modify the Terms and other terms and conditions, from time to time at its sole discretion by posting the changes on the Hedera Site or by otherwise notifying You (such notice may be via email). When Hedera updates or modify the Terms, Hedera will revise the “last updated” date at the top of this page. If at any time You do not agree to these Terms, please do not access or use any of the Hedera Materials. Your continued use of the Hedera Materials after a posted change in these Terms will constitute Your acceptance of and agreement to such changes. If You are a Developer, You acknowledge that these updates and modifications may adversely affect how Your Application accesses or communicates with the Hedera Network and Developer Tools.
20. Modifications to the Hedera Materials. Hedera may, with or without notice, change, suspend, or discontinue any aspect of the Hedera Sites, the Hedera Network and the Community Testing Applications, including the Hedera Testnet Materials, Developer Sites, Developer Tools or Hedera Documentation. Without limiting the foregoing, Hedera reserves the right, from time to time, without prior notice, to shut down any or all of the Hedera Sites, the Hedera Network and the Community Testing Applications, including the Hedera Testnet Materials, Developer Sites, Developer Tools or Hedera Documentation for maintenance and/or updates and Hedera is not responsible or liable to You for any such downtime, including the discontinuation of Hedera Testnet Materials.
21. Third Party Notices. Portions of the Hedera Materials, including the Developer Tools, may utilize or include third party software and other copyrighted material. Acknowledgements, licensing terms and disclaimers for such material may be contained in the electronic documentation for the Developer Tools, and Your use of such material is governed by their respective terms.
22. No Waiver. No waiver of any provision of the Terms shall be deemed a further or continuing waiver of such provision or any other provision, and Hedera’s failure to assert any right or provision under the Terms shall not constitute a waiver of such right or provision.
24. California Residents. The Hedera Sites or any services provided by Hedera are offered by Hedera Hashgraph, LLC, located at 224 W. Campbell Rd., Suite 504, Richardson, TX 75080, and can be reached via email at [email protected]. If You are a California resident, (a) You may have this same information emailed to You by sending a letter to the foregoing address with Your email address and a request for this information; and (b) in accordance with Cal. Civ. Code §1789.3, You may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.
Schedule A – Hbars; Nodes; Transaction Fees and Payments
The terms and conditions in this Schedule A are applicable to Your use of Hbars (defined below) and the various transaction fees and payments that may be made on the Hedera Network, which terms and conditions are incorporated into the Terms by reference.
1. Hbars. As part of Your access and use of the Hedera Network, and subject to compliance with applicable Law, You may be granted the right to access and use Hbars, the Hedera Network’s native cryptocurrency, on both the Hedera Network mainnet and any testnets. You understand and agree that:
a. Your right to use Hbars is governed solely by the Terms;
b. Hbars are not granted for speculative purposes or as a profit-making opportunity;
c. The value of the Hbars may be limited to their use on the Hedera Network;
d. Hedera does not guarantee any monetary value associated with any Hbars;
e. Hbars associated with a testnet have no function on the Hedera Network mainnet and are not guaranteed to be converted to Hbars on the mainnet; and
f. Hbar transactions may be taxable. All federal, provincial, territorial, state and local taxes and any other costs and expenses associated with the acceptance and/or use of Hbars are solely Your responsibility.
2. Node Activities. End Users will use Nodes to make API calls (“Transactions”) on the Hedera Network. By receiving and processing Transactions on the Hedera Network public ledger (“Node Activities”), Nodes may earn Hbars as described in paragraph 3 below. End Users who also host Nodes on the Hedera Network may be subject to separate node hosting terms which will control in the event such node hosting terms conflict with these Terms, but only as applied to Node Activities.
3. Transaction Fees and Payments. The Hedera Network operates through fees and payments, which are denominated and paid in Hbars, as described below. The size of the Network Fees and Service Fees may be found on a fee schedule on the Hedera Sites or by contacting Hedera at [email protected].
3.1 Transaction Fees. For each Transaction an End User submits to the Hedera Network, the End User pays a transaction fee (“Transaction Fee”). This Transaction Fee contains three separate fees, the Node Fee, Network Fee and Service Fee, as described below.
3.1.1 Node Fees. Node fees are paid by an End User to a particular Node in exchange for that Node submitting the End User’s Transactions to the Hedera Network (“Node Fees”), with such amount set by the Node’s host.
3.1.2 Network Fees. Network fees are paid by an End User to Hedera in exchange for the Hedera Network processing the End User’s Transactions into consensus (i.e., placing each Transaction in the correct place with respect to the chronological order of all Transactions on the Hedera Network) (“Network Fees”) and may be calculated based on a Transaction’s size, with such amount set by Hedera.
3.1.3 Service Fees. Service fees are paid by an End User to Hedera in exchange for the Hedera Network providing the service associated with that Transaction (e.g., a cryptocurrency transfer, smart contract processing, file storage) (“Service Fees”) and may be calculated based on a Transaction’s size, processing requirements, and service delivery time, with such amount set by Hedera.
3.1.4 Application Fees. Applications may charge additional fees for Transactions submitted by End Users (“Application Fees”), with such amount set by the Developer(s). Developers are solely responsible for the creation and implementation of Application Fees.
3.2 Payments. Hedera will make the following payments to Hedera Network End Users in Hedera’s sole discretion:
3.2.1 Node Payments. Hedera will make payments once a day to Nodes by distributing Hbars to the Accounts of those Nodes that were online and participated in submitting and processing Transactions on the Hedera Network during the previous 24 hours in accordance with the uptime requirements in paragraph 5 below (“Node Payments”). The Node Payments will be distributed to Nodes in proportion to the amount of Hbars associated with a Node’s Account (i.e., both Hbars held directly and Hbars proxy-staked to such Account). Node Payments will be funded solely from the Transaction Fees received by Hedera.
3.2.2 Proxy Payments. Hedera will make payments once a day to Hedera Accounts that have proxy-staked Hbars to Nodes that meet the Hedera Network participation requirements described in clause (i) above (such payments, “Proxy Payments,” and, such Accounts, “Proxying Accounts”). The Proxy Payments will be distributed to Proxying Accounts in proportion to the amount of Hbars staked by such Proxying Account as well as the terms of the agreement between such Proxying Account and the Node to which it proxy-staked Hbars.
3.2.3 Community Testing Payments. Hedera will make payments to eligible End Users as part of Hedera’s community testing program, described in Schedule C of these Terms. You acknowledge and agree that, if required to preserve the security of the network or facilitate regulatory compliance, Hedera may impose sale or transfer restrictions of Hbars in any general or specific case, and You agree that You will comply with such restrictions and that Hedera will have no liability to You based on its exercise of such right.
Schedule B – Developers
The terms and conditions in this Schedule B are applicable to Developers of Applications on the Hedera Network and are incorporated into the Terms by reference (the “Developer Terms”).
1. Developer Use Restrictions. As a condition to using the Developer Tools and making Application(s) available on the Hedera Network, You agree that:
1.1 You will use the Developer Tools and any services only for the purposes and in the manner expressly permitted by the Terms and in accordance with all applicable Law;
1.2 Your Application will be developed in compliance with the Documentation;
1.3 You will not, through use of the Developer Tools, services or otherwise, create any Application or other code or program that would disable, hack or otherwise interfere with any security solution on the Hedera Network, or any security, digital signing, verification or authentication mechanisms that may be implemented in or by the Developer Tools, or any services, or other Hedera software or technology, or enable others to do so (except to the extent expressly permitted by Hedera in writing);
1.4 Except as otherwise expressly permitted herein, You will not share, sell, resell, rent, lease, lend, or otherwise provide access to Your Hedera Profile or any services provided therewith, in whole or in part, to anyone else; and
1.5 Hedera is not responsible if information made available on or through the Hedera Network by You, any End User, Hedera or any other person or entity, or by our Service Providers, is not accurate, reliable, effective, complete, or current. Hedera makes no endorsement, representation, warranty, or guarantee of any kind about any such Hedera or third-party content, information, services, communications, or recommendations.
1.6 SHOULD THE HEDERA TECHNOLOGY PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.
2. Developer Obligations.
2.1 Accuracy of Information. All information provided by You to Hedera or Your End Users in connection with the Terms or Your Applications will be current, true, accurate, supportable and complete and, with regard to information You provide to Hedera, You will promptly notify Hedera of any changes to such information. Further, You agree that Hedera may share such information (including email address and mailing address) with third parties who have a need to know for purposes related thereto (e.g., intellectual property questions, customer service inquiries, etc.).
2.2 Expenses. You will be solely responsible for all costs, expenses, losses and liabilities incurred, and activities undertaken by You and Your Developers in connection with the Developer Tools, Your Applications and Your related development and distribution efforts, including, but not limited to, any related development efforts, network and server equipment, Internet service(s), or any other hardware, software or services used by You in connection with Your use of any services.
2.3 Compliance. You will comply with and fulfill Your obligations under the Terms, including obtaining any required consents for Your Developers’ use of the Developer Tools, and You agree to monitor and be fully responsible for all such use by Your Developers and their compliance with the terms of the Terms. You acknowledge and agree that Hedera is not a party to any payment transactions facilitated through the use of the Hedera Network and is not responsible for any such transactions, including but not limited to the unavailability of any End User payment cards or payment fraud.
3. Developer Requirements.
3.1 Application Requirements. Any Application that will be distributed through the Hedera Network, must be developed in compliance with the Hedera Documentation, the current set of which is set forth at https://github.com/hashgraph.
3.2 APIs and Functionality. Applications may only use Hedera Network APIs in the manner prescribed by Hedera.
3.3 Acknowledgment. You acknowledge and agree that: (a) the Developer Tools may contain bugs, defects, and errors and that the Developer Tools is not expected to function fully, even though You have been granted access and use of the Developer Tools; (b) the Developer Tools and Hedera Documentation is for evaluation and development purposes only; and (c) You should not use any Developer Tools in a commercial operating environment or with important data and that You should back up any data prior to using the Developer Tools.
3.4 Updates and No Support. Hedera may extend, enhance, or otherwise modify the Developer Tools or Hedera Documentation (or any part thereof) provided hereunder at any time without notice, but Hedera shall not be obligated to provide You with any Updates to the Developer Tools or Hedera Documentation. If Updates are made available by Hedera, the terms of the Terms will govern such Updates, unless the Update is accompanied by a separate license in which case the terms of that license will govern. You understand that such modifications may require You to change or update Your Applications. Further, You acknowledge and agree that such modifications may affect Your ability to use, access, or interact with the Developer Tools. Hedera is not obligated to provide any maintenance, technical or other support for the Developer Tools or Hedera Documentation. You acknowledge that Hedera has no express or implied obligation to announce or make available any Updates to the Developer Tools or to the Hedera Documentation to anyone in the future. Should an Update be made available, it may have APIs, features, services or functionality that are different from those found in the Developer Tools licensed hereunder.
3.5 Compliance with Laws. Applications must comply with all applicable criminal, civil and statutory Laws and regulations and policies, related to the manufacturing, marketing, sale and distribution of Your Application in the United States, as well as in other countries or territories where You plan to make Your Application available, e.g., Securities Exchange Commission (“SEC”), the Financial Crimes Enforcement Network (“FINCEN”), U.S. state money transmitter licenses, or the U.S. Food and Drug Administration (“FDA”). You also represent and warrant that You will market Your Application only for its cleared or approved intended use/indication for use, and only in strict compliance with applicable regulatory requirements.
3.6 Restricted Applications. Applications must not contain any malware, malicious or harmful code, program, or other internal component (e.g., computer viruses, trojan horses, “backdoors”) which could damage, destroy, or adversely affect the Developer Tools, services, Hedera-branded products, or other software, firmware, hardware, data, systems, services, or networks.
3.7 Open Source Usage. If Your Application includes any FOSS, You agree to comply with all applicable FOSS licensing terms. You also agree not to use any FOSS in the development of Your Application in such a way that would cause the non-FOSS portions of the Developer Tools to be subject to any FOSS licensing terms or obligations.
3.8 Pre-Release Software. From time to time, Hedera may provide access to pre-release Developer Tools for You to use in connection with Your Applications, or as an End User for evaluation purposes. Some of these may be subject to separate terms and conditions in addition to the Terms, in which case Your usage will also be subject to those terms and conditions. Such services or software may not be available in all languages or in all countries, and Hedera makes no representation that they will be appropriate or available for use in any particular location. To the extent You choose to access such services or software, You do so at Your own initiative and are responsible for compliance with any applicable Laws, including but not limited to applicable local Laws. Hedera and its licensors reserve the right to change, suspend, remove, or disable access to any services at any time. In no event will Hedera be liable for the removal or disabling of access to any such services. Further, upon any commercial release of such software or services, or earlier if requested by Hedera, You agree to cease all use of the pre-release Developer Tools or Services provided to You as an End User for evaluation purposes under the Terms.
4. Developer Confidentiality. You acknowledge that the Hedera Testnet Materials contains valuable trade secrets and confidential information owned by Hedera, including but not limited to the development status, functionality and content of the Hedera Testnet Materials. You shall maintain the confidentiality of this information during and at all times after the effective period of these Terms, including information related to Your evaluation and characterization of the Hedera Testnet Materials (including without limitation, Feedback), and shall not sell, license, sublicense, publish, display, distribute, disclose or otherwise make available this information to any third party nor use such information except as authorized by the Terms. You agree that You shall take all reasonable measures to protect the secrecy of and avoid disclosure or use of Hedera’s confidential information in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under the Terms to have any such information. Such measures shall include, but not be limited to, the highest degree of care that You utilizes to protect Your own confidential information of a similar nature, which shall be no less than reasonable care. You shall not disclose any such information concerning the Hedera Testnet Materials other than to Your Developers (if any), without Hedera’s prior written consent. You agree to immediately notify Hedera of the unauthorized disclosure or use of the Hedera Testnet Materials or any confidential information of Hedera and to assist Hedera in remedying such unauthorized use or disclosure. It is further understood and agreed that money damages would not be a sufficient remedy for any breach of Your obligations under this Section by You or Your Developers. In the event of any such breach or threat thereof, Hedera shall be entitled to equitable relief without the necessity of proving actual damages or posting any bond, in addition to any other rights or remedies provided by law.
5. Developers. To the extent permitted by applicable Law, You agree to indemnify and hold harmless, and upon Hedera’s request, defend, the Hedera Parties from any and all claims, losses, liabilities, damages, taxes, expenses and costs, including without limitation, attorneys’ fees and court costs (collectively, “Losses”), incurred by an Hedera Party and arising from or related to: (a) Your breach of any covenant, obligation, representation or warranty in the Terms; (b) Your use of the Developer Tools, Hedera Documentation or any Updates to the foregoing; (c) any claims that Your Application or the distribution, sale, offer for sale, use or importation of Your Application (whether alone or as an essential part of a combination), violate or infringe any third-party proprietary rights, including without limitation any third-party Intellectual Property Rights or privacy rights; (d) any claims, including but not limited to any End User claims regarding Your Applications, or related logos, trademarks, content or images; or (vi) Your use (including Your Developers’ use) of the Developer Tools, Your Applications, Hedera Documentation, or Your development and distribution of any of the foregoing.
6. Export Control. You may not use, export, re-export, import, sell or transfer the Developer Tools except as authorized by United States Law, the Laws of the jurisdiction in which You obtained the Developer Tools, and any other applicable Laws. In particular, but without limitation, the Developer Tools may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons List or Entity List or any other restricted party lists. By using the Developer Tools, You represent and warrant that You are not located in any such country or on any such list. You also agree that You will not use the Developer Tools for any purposes prohibited by United States Law, including, without limitation, the development, design, manufacture or production of nuclear, missile, chemical or biological weapons. You certify that pre-release versions of the Developer Tools will only be used for development and testing purposes, and will not be rented, sold, leased, sublicensed, assigned, or otherwise transferred. Further, You certify that You will not transfer or export any product, process or service that is a direct product of such pre-release Developer Tools.
7. Government End-Users. The Developer Tools and Hedera Documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government End Users (a) only as Commercial Items and (b) with only those rights as are granted to all other End Users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright Laws of the United States.
Schedule C – Hedera Profiles
The terms and conditions in this Schedule C apply to Your registration of an account with Hedera for use of the Hedera Network and are incorporated into the Terms by reference.
Hedera may maintain different types of Hedera Profiles for different types of End Users. If You open a Hedera Profile on behalf of a company, organization, or other entity, then: (a) “You” includes You, the entity You represent and Your Developers, and (b) You represent and warrant that You are an authorized representative of the entity with the authority to bind the entity and Your Developers to the Terms and that You agree to the Terms on their behalf.
1. End User Representations; Warranties. You represent and warrant that:
a. All required registration information You submit is correct, current, and complete;
b. You will maintain the accuracy of such information;
c. Your use of the Hedera Network or the Community Testing Applications does not violate any applicable law or regulation;
d. You are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country;
e. You are not listed on any U.S. Government list of prohibited or restricted parties; and
f. You are compliant with all of the Terms, including the Eligibility and Access Terms, at all times.
3. Access Codes. Hedera may grant You and Your Hedera Profile access to the Hedera Network and/or the Hedera Testnet Materials via an access code provided to You by Hedera by way of a “scratch-off card” or other mechanism (“Access Code”). You understand and agree that:
a. Access Code activation may be limited by time or other factors;
b. Access Codes are not transferable or redeemable for cash or credit, have no cash value, and cannot be sold, transferred or assigned;
c. Hedera has the right to end or modify any Access Code functionality at any time without notice; and
d. Other exclusions or restrictions may apply.
4. Community Testing Program. End Users who have successfully created a Hedera Profile and have activated an Access Code to the Hedera Network or a Hedera testnet may be eligible to earn Hbars as a result of their activity on the Hedera Network, which stress-tests the overall network and various pieces of its functionality. End Users and Developers may be able to earn Hbars by developing and testing Applications on the Hedera Network and by testing and using these Applications. Details regarding the earning methods and amounts of Hbars that You are eligible to earn will be made available on the Hedera Sites and are subject to change at any time without notice to You.
5. Termination. Hedera may disable Your user name, password, or other identifier or access credentials, whether chosen by You or provided by us, or otherwise terminate Your Hedera Profile at any time in our sole discretion for any or no reason, including if, in our opinion, You have violated any provision of these Terms, any Hedera Policies, Developer Licenses or any other agreements incorporated by reference, or any applicable Law. You agree and acknowledge that termination of Your Hedera Profile may result in Your unrecoverable loss of any information or Hbars associated with Your profiles and accounts. If You have questions about Your Hedera Profile if it has been terminated or if You have other questions about Your Hedera Profile, contact Hedera at [email protected].
Schedule D – Hedera Wallet Applications; Hedera Browser Plugin
The terms and conditions in this Schedule D are applicable to Your download, access, and use of the Hedera Wallet Applications and the Hedera Browser Plugin and are incorporated into the Terms by reference.
1. End User Representations; Warranties. You represent and warrant that Your use of the Hedera Wallet Applications and the Hedera Browser Plugin does not violate any applicable Law or regulation, and You are compliant with all of the Terms, including the Eligibility and Access Terms, at all times.
2. Account Creation. You must have an active Hedera Profile in compliance with Schedule C of these Terms and an Access Code in order to create a wallet account and access or use the functionality of the Hedera Wallet Applications and the Hedera Browser Plugin.
3. Hbar Only. The Hedera Wallet Applications are only capable of supporting Hbar. You understand that any attempt to store any other cryptocurrencies may result in the unrecoverable loss of those cryptocurrencies at no fault of Hedera.
4. Transactions Irreversible. Hbars sent from one account to another may be irreversible once the transaction details have been submitted to the Hedera Network. You understand and agree Hedera may not be able to assist You to cancel or otherwise modify Your transaction or transaction details. You are solely responsible for any user errors that result in unintended transactions, such as mistyped transaction instructions.
5. No Support Guarantee. Hedera does not guarantee technical or user support for the Hedera Wallet Applications or the Hedera Browser Plugin. You understand and agree that Your use of the Hedera Wallet Applications or the Hedera Browser Plugin is at Your own risk and Hedera may not be able to assist or resolve any technical issues, including recovery of any lost or inaccessible Hbars.
6. Fees. All fees associated with the Hedera Network as described in these Terms will apply to the storage and sending of Hbars. The Hedera Wallet Applications and the Hedera Browser Plugin may attempt to calculated such fees required to process a transaction on the Hedera Network, however, Hedera does not guarantee the accuracy of such calculation. You understand that You are solely responsible for payment of any actual fees charged to the account by the Hedera Network and Hedera will not be responsible for any discrepancies in the calculated fees and the actual fees charged.
Schedule E –The Daily Timestamp
The terms and conditions in this Schedule E apply to Your access and use of The Daily Timestamp website and are incorporated into the Terms by reference.
1. End User Representations; Warranties. You represent and warrant that Your use of The Daily Timestamp does not violate any applicable Law or regulation, and You are compliant with all of the Terms, including the Eligibility and Access Terms, at all times.
2. Use of The Daily Timestamp.
2.1 Description. The Daily Timestamp will publish articles and other content available on a pay-per-view basis to End Users (“Content”). The Content may or may not be authored by Hedera and its publication does not indicate an endorsement of the opinions or conclusions contained in the Content.
2.2 Fees. End Users will be charged a fee, in addition to network Transaction Fees, each time the End User views Content (“Content Fee”). Hedera will obtain consent from the End User prior to charging any fees, and End Users may remove this consent at any time. All Content Fees and network Transaction Fees must be paid with Hbar. You are solely responsible for all fees charged while consenting to be charged for viewing the Content in accordance with the terms of Schedule D of these Terms.
2.3 Requirements. In order to use The Daily Timestamp to access the Content, End Users must:
a. Have an active Hedera Profile in compliance with Schedule C of these Terms;
b. Have a Hedera Wallet account linked to the Hedera Network’s mainnet; and
c. Install the Hedera Browser Plugin and link the plugin to the End User’s Hedera Wallet Account.
2.4 Restrictions. End Users must not:
a. Rent, lease, sublicense, sell, transfer, assign, redistribute, host, or otherwise commercially exploit The Daily Timestamp or any services provided on or through Daily Timestamp or any part thereof;
b. Copy, reproduce, distribute, republish, download, post, display or transmit any part of The Daily Timestamp or any services provided on or through The Daily Timestamp;
c. Upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter, interfere with or disrupt a computer or communication network, handheld device, mobile device, data, The Daily Timestamp or any services provided on or through The Daily Timestamp, or any other system, device or property;
d. Access (or attempt to access) any of The Daily Timestamp or any services provided on or through The Daily Timestamp by means other than through the interface that is provided by Hedera;
e. Access or use The Daily Timestamp or any services provided on or through The Daily Timestamp in a way intended to avoid incurring any applicable fees;
f. Remove, obscure, or alter any proprietary rights notices (including copyrights and trademark notices);
g. Circumvent, disable, or otherwise interfere with the security or functionality of The Daily Timestamp or any services provided on or through The Daily Timestamp or of features that prevent or restrict use or copying of any content or that enforce limitations on use of The Daily Timestamp or any services provided on or through The Daily Timestamp or the Content;
h. Attempt to gain unauthorized access to, interfere with, damage, or disrupt any part of The Daily Timestamp or any services provided on or through The Daily Timestamp, the server(s) on which The Daily Timestamp and such services are stored, or any server, computer, or database connected to The Daily Timestamp or such services;
i. Infringe or violate the intellectual property rights or proprietary rights, rights of publicity or privacy, or other rights of any third party;
j. Violate any law, statute, ordinance, or regulation;
k. Impersonate any person or entity, including without limitation any employee or representative of Hedera and/or Swirlds, Inc.;
l. Jeopardize the security of an End User’s account or anyone else’s account;
m. Attempt, in any manner, to obtain the password, account, or other security information from any other End User;
n. Frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Hedera, Swirlds, Inc., or any of its affiliates, existing from time to time, without Hedera’s express written consent;
o. Use any meta tags or any other "hidden text" utilizing Hedera’s, Swirlds, Inc.’s, or any of its affiliates’, existing from time to time, name or trademarks without our express written consent; or
p. Run Maillist, Listserv, or any form of auto-responder or “spam” on The Daily Timestamp or any services provided on or through The Daily Timestamp or any processes that otherwise interfere with the proper working of The Daily Timestamp or such services (including by placing an unreasonable load on The Daily Timestamp’s or any services’ infrastructure).
3. Modification of Services. Hedera may, without prior notice, change The Daily Timestamp or any services provided on or through The Daily Timestamp; stop providing The Daily Timestamp or any services provided on or through The Daily Timestamp or any features of any of the foregoing, to You or to End Users generally; or create usage limits for The Daily Timestamp or any services provided on or through The Daily Timestamp. Hedera may permanently or temporarily terminate or suspend Your access to The Daily Timestamp or any services provided on or through The Daily Timestamp 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 termination for any reason or no reason, You continue to be bound by these Terms.