Hashgreen Labs Terms of Service

Last modified: October 4, 2023

This Agreement, referred to as the "Terms of Service," outlines the terms and conditions for accessing and utilizing the Products provided by Hashgreen Labs ("Hashgreen Labs," "we," "our," or "us"). The Products encompass various offerings, including but not limited to the website-hosted user interface (referred to as the "Interface" or "App") available at https://swap.hash.green/. It is crucial that you carefully review this Agreement as it governs your usage of the Products. By accessing or using any of the Products, you acknowledge that you have read, comprehended, and consent to be bound by this Agreement in its entirety. If you do not agree, you are not authorized to access or utilize any of our Products.

By accessing or utilizing any of our Products, you are confirming that you possess the capacity to enter into a legally binding contract with us. Consequently, you declare that you have attained the age of majority in your jurisdiction (e.g., if you are in the United States, you should be at least 18 years old) and have the complete rights, authority, and power to agree to and comply with the terms and conditions of this Agreement on your own behalf as well as on behalf of any company or legal entity that may access or use the Interface. If you are entering into this Agreement on behalf of an entity, you assure us that you possess the necessary legal authorization to bind said entity.

Furthermore, you affirm that you do not fall under the following categories:

1. Being subject to economic or trade sanctions imposed by any governmental authority or listed as prohibited or restricted parties (including, but not limited to, the list maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury).
2. Being a citizen, resident, or entity organized in a jurisdiction or territory that is subject to comprehensive country-wide, territory-wide, or regional economic sanctions imposed by the United States.

Lastly, you guarantee that your access and utilization of any of our Products will fully adhere to all applicable laws and regulations. You commit to refraining from accessing or using any of our Products to engage in, promote, or facilitate any illegal activities.

NOTICE: This Agreement includes significant details that affect your rights regarding the resolution of disputes, including a binding arbitration provision and a waiver of class action. Your access to and use of our Products are conditional upon your complete agreement with these terms. Our Products are exclusively available to you under this condition, and you should only proceed to access any of our Products if you fully consent to these terms.

1. Our Products

1.1 The Interface

The Interface serves as a web or mobile-based platform that enables users to access the Hashgreen protocol, a decentralized protocol operating on various public blockchains, including but not limited to Chia. The Hashgreen protocol allows users to trade compatible digital assets. It's important to note that the Interface and the Protocol are distinct entities, and the Interface is just one of the methods available for accessing the Protocol. The Protocol itself consists of self-executing smart contracts deployed on the Chia blockchain. Hashgreen Labs does not exercise control over or operate any versions of the Protocol on any blockchain network.

When utilizing the Interface, it's crucial to understand that you are not engaging in buying or selling digital assets from us, and we do not manage any liquidity pools on the Protocol or control trade execution. Fees paid by traders for trades are directed to liquidity providers within the Protocol. Generally, Hashgreen Labs is not a liquidity provider for Protocol liquidity pools, and liquidity providers are independent third parties. Initially, the Protocol was deployed on the Chia blockchain. Deployments on other networks typically involve cross-chain bridges, enabling the transfer of assets native to one blockchain to another. Please be aware that digital assets that have been "bridged" or "wrapped" to operate on other blockchain networks, including those compatible with the Chia Virtual Machine designed to enhance transaction processing capacity, are distinct from the original Chia mainnet asset.

To access the Interface, you must utilize non-custodial wallet software that allows you to interact with public blockchains. Your relationship with the non-custodial wallet provider is governed by their respective terms of service. In the case of the Hashgreen Wallet, it is governed by this Agreement, while third-party wallets are subject to the terms of service provided by the third-party wallet provider. We do not have custody or control over the contents of your wallet, and we cannot retrieve or transfer its contents. By connecting your wallet to our Interface, you agree to abide by this Agreement and all the terms incorporated herein by reference.

1.2 Other Products

In the future, we may introduce additional products. Any such products will be considered as part of our offerings, referred to as a "Product" within the scope of this Agreement, regardless of whether they are explicitly defined in this Agreement.

1.3 Third Party Services and Content

When utilizing any of our Products, it is possible that you may also be utilizing products, services, or content provided by third parties. Your usage of these third-party products, services, or content may be subject to separate policies, terms of use, and fees established by these third parties. By using such third-party offerings, you agree to comply with and take responsibility for their respective policies, terms of use, and applicable fees.

2. Changes to this Agreement or our Products

2.1 Changes to this Agreement

We retain the exclusive right, at our sole discretion, to make changes to this Agreement periodically. In the event of any substantial modifications, we will inform you by updating the date at the beginning of the Agreement and by providing an up-to-date version of the Agreement at Terms of Service . All changes will become effective upon their posting, and your ongoing access or use of any of the Products will signify your acceptance of those modifications. If you disagree with any alterations made to this Agreement, it is imperative that you cease accessing and using all of our Products immediately.

2.2 Changes to our Products

We retain the following rights, which are not considered obligations on our part:

1. We may modify, replace, remove, or add to any of the Products, with or without prior notice to you.
2. We have the authority to review, modify, filter, disable, delete, and remove any content and information from any of the Products.

3. Intellectual Property Rights

3.1 IP Rights Generally

We assert full ownership of all intellectual property and other rights associated with each of our Products, including its contents such as software, text, images, trademarks, service marks, copyrights, patents, designs, and overall "look and feel." This intellectual property is made available under the terms of our copyright licenses and our Trademark Guidelines, which can be accessed at the provided link.

Subject to the terms of this Agreement, we grant you a limited, revocable, non-exclusive, non-sublicensable, and non-transferable license to access and use our Products solely in accordance with this Agreement. It is important to note that this license does not grant you the right to use, modify, distribute, tamper with, reverse engineer, disassemble, or decompile any of our Products for any purpose other than expressly permitted under this Agreement. With the exception of what is explicitly stated in this Agreement, no rights, including intellectual property rights, are granted to you in relation to any of our Products.

It is important for you to understand and acknowledge that the Protocol itself is not considered a Product, and we do not exercise control over the Protocol.

By utilizing any of our Products, including engaging in activities such as listing, posting, promoting, or displaying NFTs, you grant us a worldwide, non-exclusive, sublicensable, and royalty-free license. This license permits us to use, copy, modify, and display any content you post on or through our Products. This content encompasses text, materials, images, files, communications, comments, feedback, suggestions, ideas, concepts, questions, data, or any other form of content. We may exercise this license for our present and future business purposes, which include providing, promoting, and enhancing our services. Furthermore, this license extends to any digital file, artwork, or other material associated with or linked to the displayed NFTs.Additionally, you grant us a non-exclusive, transferable, worldwide, perpetual, irrevocable, fully-paid, and royalty-free license, including the right to sublicense, under any intellectual property rights that you own or control. This license allows us to use, copy, modify, and create derivative works based on any suggestions or feedback you provide, for any purpose.

It is important to review and understand the implications of granting these licenses before proceeding to use our Products and engaging in any related activities.

You confirm and guarantee that you possess, or have obtained, all the requisite rights, licenses, consents, permissions, power, and/or authority to grant the rights stipulated herein for any material you list, post, promote, or display on or through our Products, including NFTs. You affirm and guarantee that such content does not include material that is subject to copyright, trademark, publicity rights, or any other intellectual property rights, unless you have obtained the necessary permission or are legally entitled to post such material and grant us the aforementioned license. Furthermore, you assure that the content does not infringe upon any laws.

3.2 DMCA Complaints

The NFT Marketplace Aggregator acts solely as a platform that consolidates results from various Third-Party Marketplaces. These Third-Party Marketplaces operate independently by unrelated third parties, and we do not have control over the content, information, or materials present within those marketplaces. If you believe that your copyrighted work is being displayed on a Third-Party Marketplace in a manner that infringes upon your rights, or if you believe your intellectual property rights have been violated in any other way, it is advised that you follow the infringement claim procedures outlined by that specific Third-Party Marketplace.

However, even though we are an aggregator, Hashgreen Labs will process and investigate any notices of alleged infringement and take appropriate actions as per the Digital Millennium Copyright Act (DMCA) and other applicable intellectual property laws, concerning any alleged or actual infringement on the NFT Marketplace Aggregator. To submit a notification of claimed copyright infringement, please contact Hashgreen via mail: [email protected]

If you prefer to communicate with us via physical mail, your notice should contain the following information:

1. Identification of the copyrighted work(s), trademark, publicity rights, or other intellectual property rights that you claim have been infringed.
2. Description of the allegedly infringing material that you request to be removed, including specific details of its location (e.g., URLs) on the Interface, to facilitate its identification.
3. Your contact information, including your full legal name and email address.
4. A declaration that includes the following statements:

• A statement expressing your good faith belief that the use of the material in the complained manner is not authorized by the intellectual property rights owner, its agent, or the law.
• A statement affirming the accuracy of the information provided in the notice.
• A statement made under penalty of perjury that you are authorized to act on behalf of the intellectual property owner allegedly infringed.
• Your physical or electronic signature.

If you believe that your content, which was removed or had its access disabled, is not infringing, or if you have the necessary authorization from the copyright owner, the copyright owner's agent, or the law to upload and use the removed content, you may submit a written counter-notice to us or our Copyright Agent.

3.3 Third-Party Resources and Promotions

Our Products may include references or links to third-party resources, such as information, materials, products, or services, that are not owned or controlled by us. Additionally, third parties may offer promotions related to your use of our Products. Please note that we do not endorse, monitor, approve, warrant, or assume any responsibility for such resources or promotions. If you choose to access these resources or participate in the promotions, you do so at your own risk. It's important to understand that this Agreement does not govern your interactions or relationships with any third parties. By using any of these resources or engaging in any promotions, you expressly release us from any liability that may arise from such activities.

3.4 Additional Rights

We retain the right to collaborate with law enforcement agencies, courts, government investigations, or any third party that requests or directs us to disclose the information or content you provide.

4. Your Responsibilities

4.1 Prohibited Activity

You agree to refrain from engaging in any of the following prohibited activities in relation to your use of the Interface:

1. Intellectual Property Infringement: Engaging in activity that violates or infringes upon any copyrights, trademarks, patents, or other intellectual property rights.
2. Cyberattack: Attempting to compromise or disrupt the proper functioning and security of computer systems, networks, or personal devices, including the deployment of viruses or denial of service attacks.
3. Fraud and Misrepresentation: Engaging in deceptive activities with the intention to defraud or unlawfully obtain property.
4. Market Manipulation: Violating laws, rules, or regulations that protect the integrity of trading markets, such as engaging in manipulative tactics or fraudulent practices.
5. Securities and Derivatives Violations: Violating laws, rules, or regulations related to the trading of securities or derivatives, including unregistered offerings or improper trading practices.
6. Sale of Stolen Property: Participating in the buying, selling, or transferring of stolen or fraudulently obtained items.
7. Data Mining or Scraping: Engaging in data mining, robot-driven scraping, or similar methods to extract content or information from the Products.
8. Objectionable Content: Posting or engaging in activities that involve harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, pornographic, or otherwise objectionable content.
9. Any Other Unlawful Conduct: Engaging in any activity that violates applicable laws, rules, or regulations in the United States or any other relevant jurisdiction.

By accessing and using the Interface, you agree to comply with these prohibitions and refrain from engaging in any of the listed activities.

4.2 Trading

You acknowledge and agree to the following:

1. Any trades you initiate through our Products are considered unsolicited, meaning that they are solely initiated by you.
2. You have not received any investment advice from us regarding any trades, including those placed using our Auto Routing API.
3. We do not conduct a suitability review of any trades you submit. It is your responsibility to ensure that the trades you make are suitable for your investment objectives and financial circumstances.

By using our Products, you understand and accept that you are solely responsible for your trading decisions and that you have not relied on any investment advice or suitability review from us.

4.3 Non-Custodial and No Fiduciary Duties

You understand and agree to the following terms:

1. Each of our Products is a non-custodial application, which means that we do not have custody, possession, or control of your digital assets at any time. You are solely responsible for the custody and security of your cryptographic private keys to the digital asset wallets you hold (For the avoidance of doubt, any references herein to a "wallet" shall include the Hoogii Wallet).
2. You should never share your wallet credentials or seed phrase with anyone. It is your responsibility to keep your wallet information secure and confidential.
3. We do not accept any responsibility or liability for your use of a wallet or the operation of any specific wallet. We make no representations or warranties regarding the compatibility or functionality of our Products with any particular wallet.
4. You are solely responsible for your wallet and any associated acts or omissions. We are not liable for any compromises or unauthorized access to your wallet or any resulting loss or damages.
5. This Agreement does not create or impose any fiduciary duties on us. We do not owe any fiduciary duties or liabilities to you or any other party. Any such duties or liabilities that may exist at law or in equity are explicitly disclaimed and waived to the fullest extent permitted by law.
6. The only duties and obligations we owe you are those expressly set out in this Agreement.

By using our Products, you acknowledge and agree to the above provisions regarding custody of digital assets, wallet responsibility, and the absence of fiduciary duties.

As a user of the NFT Marketplace Aggregator, you bear the responsibility for verifying the identity, legitimacy, and authenticity of NFTs that you purchase from third-party sellers. We do not make any claims or representations about the identity, legitimacy, functionality, or authenticity of users or NFTs available on our Products, including the NFT Marketplace Aggregator. It is your responsibility to conduct due diligence and exercise caution when engaging in transactions with third-party sellers. We recommend thoroughly researching the sellers and their NFT listings before making any purchases.

4.4 Compliance and Tax Obligations

It is your responsibility to comply with all applicable laws and regulations, including tax obligations, in your jurisdiction when using our Products. This includes assessing and fulfilling any tax obligations that may arise from your use of our Products, such as income or capital gains tax, value-added tax, goods and services tax, or sales tax.

You should consult with a qualified tax professional or seek legal advice to understand and comply with the specific tax requirements applicable to your situation. They can provide guidance on the proper reporting and remittance of taxes to the relevant tax authority.

Please note that tax laws and regulations can vary depending on your jurisdiction, and it is important to stay informed about any updates or changes to ensure ongoing compliance with your tax obligations.

4.5 NFT Terms

NFTs can come with additional terms and conditions set by their creators, sellers, or associated platforms. These terms may govern the use, ownership rights, transferability, or other aspects of the NFT and its associated content.

When using our Products and exploring NFTs, you may encounter links or references to the creator's website or platform where these additional terms and conditions are provided. It is important to note that we are not a party to these intrinsic NFT terms. The responsibility for understanding, agreeing to, and complying with these terms lies with the buyer and seller of the NFT.

As a buyer, it is essential to review and understand the specific terms and conditions associated with an NFT before making a purchase. This may include limitations on usage rights, restrictions on reproduction or distribution, requirements for attribution, or other conditions set by the creator or seller. By participating in the NFT ecosystem, you accept the responsibility for adhering to these terms and ensuring compliance with the obligations they impose.

If you have any questions or concerns about the terms associated with a particular NFT, it is advisable to contact the creator or seller directly for clarification before engaging in any transaction.

4.6 Fees

When you initiate a transaction on the blockchain using any of our Products, you will be responsible for paying the transaction fees associated with that transaction. These fees are typically referred to as "Network Fees" or "Gas Fees."

The blockchain network on which the transaction occurs (e.g., Chia) requires these fees to process and validate the transaction. The fees compensate the network validators or miners for their computational resources and efforts in maintaining the network.

Please note that the specific amount of the transaction fees can vary depending on network congestion, the complexity of the transaction, and other factors. It is important to consider these fees when conducting transactions on the blockchain.

Unless otherwise stated in the terms of a specific offer by Hashgreen Labs, you will be solely responsible for paying the transaction fees associated with the transactions you initiate through our Products.

4.7 Release of Claims

By using any of our Products, you acknowledge and agree to assume all risks associated with your access and use of the Products. You also expressly waive and release us from any and all liability, claims, causes of action, or damages arising from or related to your use of our Products.

Furthermore, if you are a resident of California, you specifically waive the benefits and protections of California Civil Code § 1542. This section states that a general release does not extend to claims that the releasing party does not know or suspect to exist at the time of executing the release, and that, if known, would have materially affected the settlement with the released party. By waiving the application of this section, you acknowledge that you are releasing us from all known and unknown claims, even if they arise in the future and are not currently suspected or anticipated.

It is important to carefully review and understand these provisions, as they impact your rights and legal relationship with us.

5. DISCLAIMERS

5.1 ASSUMPTION OF RISK - GENERALLY

By accessing and using any of our Products, you confirm that you have read, understood, and agree to the following assumptions of risk:

1. Financial and Technical Sophistication: You represent that you possess the necessary financial and technical knowledge and understanding to comprehend the risks associated with cryptographic and blockchain-based systems. You acknowledge that digital assets, such as XCH and other tokens, are subject to various risks, including volatility, adoption, speculation, technology, security, and regulation.
2. Nascent and Volatile Markets: You understand that the markets for digital assets are still in their early stages and can exhibit high levels of volatility. You accept that the value and performance of digital assets can fluctuate significantly due to multiple factors and that fake tokens or misrepresented projects may exist.
3. Smart Contract Transactions: You acknowledge that smart contract transactions on blockchain-based systems are automatically executed and settled. Once confirmed, these transactions are irreversible. You understand the implications of irreversible transactions and accept the associated risks.
4. Variable Costs and Speed: You understand that the costs and speed of transacting with cryptographic and blockchain-based systems, such as Chia, are variable and can experience sudden increases. You acknowledge the risk of selecting expert modes, which may result in significant price slippage and higher costs.
5. Liquidity Provision Risks: If you act as a liquidity provider to the protocol through the interface, you understand that the value of your digital assets supplied to the protocol may fluctuate due to the changing prices of tokens in a trading pair or liquidity pool.
6. Cross-Chain Bridges: You acknowledge that we do not create, own, or operate cross-chain bridges, and we do not provide any representation or warranty regarding the safety or reliability of any cross-chain bridge, including its use for Hashgreenswap governance.

You further acknowledge that we are not responsible for these variables or risks, do not have ownership or control over the protocol, and cannot be held liable for any losses you may incur while accessing or using our Products. You assume full responsibility for understanding and accepting the risks associated with accessing and using the interface to interact with the protocol.

It is important to conduct your own research, seek professional advice if needed, and carefully assess the risks before engaging in any activities involving digital assets.

5.2 ASSUMPTION OF RISK -- NFTS

By accessing and using the NFT Marketplace Aggregator, you acknowledge and agree to the following risks and terms:

1. Ownership and Blockchain Record: You understand that NFTs exist based on ownership records maintained on the associated blockchain (e.g., Chia). The transfer of title or rights in any NFTs or associated content, items, or rights occurs on the blockchain, and we cannot control or affect such transfers.
2. Subjective Value and Price Volatility: You recognize that the value of NFTs is subjective and can vary significantly. The prices of NFTs are subject to volatility, and fluctuations in the price of cryptocurrencies can have a material adverse impact on NFT prices.
3. Risks of Purchasing Third-Party Content: There are risks involved in purchasing items associated with content created by third parties through peer-to-peer transactions. These risks include the potential purchase of counterfeit or mislabeled items, items vulnerable to metadata decay, items associated with smart contracts with bugs, and items that may become untransferable. You acknowledge and warrant that you have conducted sufficient research before engaging in any transactions involving NFTs.
4. Flags and Inaccessible Items: We may flag certain items as suspicious when third-party marketplaces do so. However, we do not develop these flags ourselves, and we strive to propagate them as soon as possible. We do not make any representations or warranties regarding the accuracy of these flags. Additionally, we may hide NFTs or collections, rendering them inaccessible on the NFT Marketplace Aggregator. Please note that the inability to view items or use the interface for the purchase, sale, or transfer of items on any blockchain does not serve as grounds for a claim against us.

It is important to exercise caution and conduct thorough due diligence when engaging in transactions involving NFTs. You bear the responsibility for understanding and assuming the risks associated with the NFT Marketplace Aggregator and the transactions you undertake through it.

5.3 NO WARRANTIES

Each of our products, including the Protocol, is provided on an "as is" and "as available" basis. We expressly disclaim any representations and warranties, whether express, implied, or statutory, including but not limited to the warranties of merchantability and fitness for a particular purpose. Your use of our products is at your own risk, and we do not guarantee continuous, uninterrupted, timely, or secure access to our products. We do not warrant the accuracy, reliability, completeness, or currency of the information contained in our products, nor do we guarantee that our products will be free from errors, defects, viruses, or other harmful elements. Any advice, information, or statements we provide should not be considered as creating any warranty regarding our products. We do not endorse, guarantee, or assume responsibility for any advertisements, offers, or statements made by third parties regarding our products.

Similarly, the Protocol is provided "as is," at your own risk, and without warranties of any kind. While we may have contributed to the initial code of the Protocol, we do not provide, own, or control the Protocol, which operates autonomously through smart contracts deployed on various blockchains. Upgrades and modifications to the Protocol are generally managed by the Hashgreen governance token holders in a community-driven manner. No developer or entity involved in creating the Protocol will be liable for any claims or damages associated with your use or inability to use the Protocol, or your interactions with other users of the Protocol. This includes any direct, indirect, incidental, special, exemplary, punitive, or consequential damages, as well as loss of profits, cryptocurrencies, tokens, or anything else of value. We do not endorse, guarantee, or assume responsibility for any advertisements, offers, or statements made by third parties regarding our products.

Additionally, we cannot guarantee that NFTs visible through our products will always remain visible and available for purchase, sale, or transfer.

Please note that any payments or financial transactions you engage in will be processed through automated smart contracts. Once executed, we have no control over these payments or transactions, and we do not have the ability to reverse them.

It is important to understand and accept these disclaimers and limitations of liability when using our products and engaging in transactions.

5.4 NO INVESTMENT ADVICE

We may provide information about tokens in our products sourced from third-party data partners, which may include features such as rarity scores, token explorers, or token lists. These informational materials are provided for your convenience and should be considered as informational purposes only. They should not be construed as investment advice or a recommendation that a particular token is a safe or sound investment.

We do not solicit trades in specific tokens or attempt to induce you to make any purchase based on the information provided. The provision of token information does not constitute investment recommendations or an opinion on the merits of any transaction or opportunity. You should not take, or refrain from taking, any action solely based on the information contained in our products.

It is your responsibility to determine whether any investment, investment strategy, or related transaction is appropriate for you based on your personal investment objectives, financial circumstances, and risk tolerance. You should exercise caution and conduct your own research before making any investment decisions.

6. Indemnification

This clause means that you agree to hold us and our officers, directors, employees, contractors, agents, affiliates, and subsidiaries harmless and indemnify us against any claims, damages, obligations, losses, liabilities, costs, and expenses arising from your use of our products, your violation of this agreement, or any other applicable law, rule, or regulation. You also agree to indemnify us against any disputes that may arise between you and any other user of our products or between you and your own customers or users. In essence, you agree to defend and protect us from any legal claims or liabilities that may arise due to your actions or use of our products.

7. Limitation of Liability

This clause states that we and our officers, directors, employees, contractors, agents, affiliates, and subsidiaries will not be liable to you for any indirect, punitive, incidental, special, consequential, or exemplary damages, including but not limited to loss of profits, goodwill, use, data, or other intangible property. This applies to any access or use of our products or any inability to access or use them. We will not be responsible for any damage, loss, or injury resulting from hacking, tampering, or unauthorized access to our products or the information contained within them.

We assume no liability or responsibility for errors, mistakes, or inaccuracies of content; personal injury or property damage resulting from the use of our products; unauthorized access or use of secure servers or databases; interruption or cessation of function related to our products; bugs, viruses, or similar harmful elements transmitted through our products; errors, omissions, or loss incurred from the use of content made available through our products; and the defamatory, offensive, or illegal conduct of any third party.

In summary, we and our affiliates are not liable for any damages or losses incurred in connection with the use of our products, regardless of whether such damages are based on contract, tort, negligence, strict liability, or any other legal theory, even if we have been advised of the possibility of such damages.

This clause states that we have no liability to you or any third party for any claims or damages that may arise from any payments or transactions you engage in using our products. We are not responsible for any losses or damages incurred as a result of such payments or transactions. Additionally, we do not provide refunds for any purchases made through our products, unless expressly stated otherwise in this agreement.

This clause states that we make no warranties or representations, express or implied, about linked third-party services, including the third parties themselves, the information contained on those services, the assets available through them, or the suitability, privacy, or security of their products or services. You acknowledge that you assume all risk and responsibility for using third-party services, websites, applications, or resources, and we will not be liable for any damages arising from your use of such third-party services.

Please note that some jurisdictions may not allow the limitation of liability for personal injury or incidental or consequential damages, so this limitation may not apply to you. However, in no event will our total liability to you exceed the amount of one hundred U.S. dollars ($100.00 USD) or its equivalent in the local currency.

It's important to note that if any part of this disclaimer is prohibited by law, that specific part will not apply, and the remaining provisions will still be in effect.

8. Governing Law, Dispute Resolution and Class Action Waivers

8.1 Governing Law

This clause specifies that the laws of the State of New York, without considering conflict of laws principles, govern the agreement and any disputes between you and us. It further states that our products are deemed to be based solely in the State of New York, regardless of their availability in other jurisdictions. This means that the jurisdiction and laws of New York will apply to any legal matters related to our products.

The clause also mentions that any arbitration conducted as a result of this agreement will be governed by the Federal Arbitration Act. If an arbitration award is appealed or if the binding arbitration clause is found to be unenforceable, you agree that the federal and state courts of New York County, New York, are the appropriate forums for court proceedings.

This provision is intended to establish the jurisdiction and governing law for any legal disputes that may arise between you and us, and to provide clarity regarding the applicable legal framework.

8.2 Dispute Resolution

This clause states that if a potential dispute arises, both parties will make their best efforts to resolve it through informal negotiations in good faith. If the dispute cannot be resolved informally within sixty days of notifying us via email at [email protected], then the dispute will be subject to arbitration.

The arbitration will be conducted under the JAMS Optional Expedited Arbitration Procedures and will be held in New York, New York, unless both parties agree to a different location. The arbitration will be confidential and conducted before a single arbitrator selected according to JAMS rules. The arbitrator's decision, known as the award, may be entered as a judgment in any court with jurisdiction.

However, in cases where arbitration is not applicable or permitted by law, you agree to waive the right to a jury trial and any claims must be brought in a Federal District Court or a New York state court located in New York County, New York.

This clause outlines the process for resolving disputes and establishes the requirement for binding arbitration, with limited exceptions, if informal negotiations fail to reach a resolution. It also clarifies the jurisdiction where legal claims may be brought if arbitration is not applicable or if a claim must proceed in court.

8.3 Class Action and Jury Trial Waiver

The provision specifies that disputes must be brought on an individual basis and cannot be part of a class action or any other representative proceeding. This applies to both arbitration and court proceedings. It also states that both parties waive their right to a trial by jury, meaning that any legal proceedings will be decided by the arbitrator or the court without the involvement of a jury.

9. Miscellaneous

9.1 Entire Agreement

The terms herein represent the complete agreement between you and us regarding the subject matter at hand. This Agreement overrides any previous or concurrent written or verbal agreements, communications, and other understandings (if applicable) pertaining to the subject matter discussed in these terms.

9.2 Assignment

You are not permitted to assign or transfer this Agreement, whether by operation of law or otherwise, without obtaining our prior written consent. Any attempt to assign or transfer this Agreement without our prior written consent will be deemed invalid. However, we retain the right to freely assign or transfer this Agreement. Subject to the aforementioned conditions, this Agreement will be binding upon and enforceable by the parties, as well as their successors and permitted assigns, for their mutual benefit.

9.3 Rewards

In relation to your past or present usage of our Products, we may offer you certain incentives, prizes, or rewards for completing specific activities, such as achieving a certain number of transactions ("User Rewards"). The requirements for earning a reward will be outlined within the relevant Product or official documentation provided by Hashgreen Labs. Once you have fulfilled the criteria for obtaining a reward and are in compliance with the associated terms, this Agreement, and applicable laws as determined solely by Hashgreen Labs, we will make reasonable efforts to promptly transfer the earned reward to the digital wallet of your choice or the one connected to the relevant Product. Please note that we retain the right to modify, discontinue, or terminate any rewards programs (including the frequency and criteria for earning User Rewards) at any time, without prior notice to you.

9.4 Not Registered with the SEC or Any Other Agency

We are not registered with the U.S. Securities and Exchange Commission as a national securities exchange or in any other capacity. It is important for you to understand and acknowledge that we do not act as a broker for trading orders on your behalf. Additionally, we do not facilitate the execution or settlement of your trades, as these processes occur solely on public distributed blockchains such as Chia. Consequently, we cannot guarantee market best pricing or best execution through our Products or when utilizing our Auto Routing feature, which directs trades across liquidity pools on the Protocol exclusively. Any mentions of "best price" in relation to a Product should not be interpreted as a representation or warranty regarding pricing available through the Product, on the Protocol, or elsewhere.

9.5. Notice

We reserve the right to provide any notices to you in connection with this Agreement using commercially reasonable methods, which may include utilizing public communication channels. In the event that we choose to provide notices through public communication channels, such notices will be deemed effective upon being posted.

9.6 Severability

If any provision of this Agreement is determined to be invalid or unenforceable under any rule, law, or regulation of any local, state, or federal government agency, the parties agree that such provision shall be modified or interpreted to achieve the intended purpose of the provision to the maximum extent permitted by law. If modification or interpretation is not feasible, the invalidity or unenforceability of that provision shall not affect the validity or enforceability of the remaining provisions of this Agreement. The parties shall make good faith efforts to replace the invalid or unenforceable provision with a valid and enforceable provision that reflects the original intent of the Agreement.