1. CONFIDENTIAL INFORMATION.
The Customer may not disclose Confidential Information, except to agents or professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The Customer shall ensure that those persons and entities use the received Confidential Information only to exercise rights and fulfill obligations under this Agreement, while using reasonable care to maintain the confidentiality of such information.
The Customer is permitted to state publicly that it is a customer of the Service, consistent with the Trademark Guidelines. If the Customer wants to display HashMax in connection with its use of the Services, the Customer must obtain written permission from HashMax through the process specified in the Trademark Guidelines. The Customer shall not issue any press release or make any other public communication with respect to this Agreement or the Customer’s use of the Services.
3. REPRESENTATIONS AND WARRANTIES
Each party represents and warrants that: (i) it has full power and authority to enter into the Agreement; and (ii) it will comply with all laws and regulations applicable to its provision, or use, of the Services, as applicable. Hashmax warrants that it will provide the Services in accordance with the applicable Service Level Agreement (if any).
Except as expressly provided for in this agreement, to the maximum extent permitted by applicable law, HashMax, its affiliates, and its suppliers do not make any other warranty of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular use and non-infringement. Hashmax, its affiliates, and its suppliers are not responsible or liable for the deletion, failure to store, or any loss of any customer data, including blockchain data and cryptocurrency rewards derived, maintained, or transmitted through the use of the services. The customer is solely responsible for securing its customer data and cryptocurrency rewards. Neither HashMax, its affiliates, nor its suppliers, warrants that the operation of the software or the services will be error-free or uninterrupted. Hashmax, its affiliates, and its suppliers are not responsible or liable for any losses or opportunity costs resulting from blockchain network and protocol or third-party software issues, which may, in turn, result in the inability to process transactions on the blockchain at all or without incurring substantial fees.
5. LIMITATION OF LIABILITY
5.1 LIMITATION OF INDIRECT LIABILITY
To the maximum extent permitted by applicable law, HashMax, the customer, and HashMax’’s suppliers shall not be liable under this agreement for lost revenues, opportunity costs, or indirect, special, incidental, consequential, exemplary, or punitive damages, even if HashMax’ knew or should have known that such damages were possible and even if direct damages do not satisfy a remedy. This limitation of liability does not apply to violations of HashMax’’s intellectual property rights, indemnification obligations, or the customer’s payment obligations.
5.2 LIMITATION OF AMOUNT OF LIABILITY
To the maximum extent permitted by applicable law, neither HashMax nor HashMax ’s suppliers may be held liable under this agreement for more than the amount paid by the customer toH ashMax under this agreement, minus any cryptocurrencies generated or received by the customer as a result of the customer’s use of the services.
Unless prohibited by applicable law, the Customer will defend and indemnify HashMax and its Affiliates against any settlement amounts approved by the Customer and damages and costs finally awarded against the Customer and its affiliates by a court of competent jurisdiction in any formal legal proceeding filed by an unaffiliated third party before a court or government tribunal (including any appellate proceeding) to the extent arising from the Customer’s use of the Services.
7. GENERAL PROVISIONS
The Customer will not assign or otherwise transfer this Agreement or any of the Customer’s rights and obligations under this Agreement, without the prior written consent of HashMax, which may be unreasonably withheld. Any assignment or transfer in violation of this Section 13.1 will be void. In addition, the Customer shall be the beneficial owner of any cryptocurrencies generated and/or received as a result of the Customer’s use of the Services under this Agreement. Hashmax may assign this Agreement without the Customer’s consent (i) in connection with a merger, acquisition or sale of all or substantially all of our assets, or (ii) to any Affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for Hashmax as a party to this Agreement and HashMax is fully released from all of its obligations and duties to perform under this Agreement. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns. The Customer may not merge this Agreement with any other agreements with Hashmax it may be party too.
7.2 CHANGE OF CONTROL
If a Customer experiences a change of Control (for example, through a stock purchase or sale, merger, or other form of corporate transaction): (i) the Customer will give written notice to the other party within thirty days after the change of Control; and (ii) Hashmax may immediately terminate this Agreement any time between the change of Control and thirty days after it receives that written notice.
Any dispute, controversy, difference or claim arising out of or relating to this Agreement or relating in any way to the Customer’s use of the Service, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to the Agreement shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) under the SIAC Arbitration Rules in force when the Notice of Arbitration is submitted. If for any reason a claim proceeds in court rather than in arbitration, Hashmax and the Customer waive any right to a jury trial. Notwithstanding the foregoing HashMax and the Customer agree that Hashmax may bring suit in court to enjoin infringement or other misuse of Hashmax’s intellectual property rights. The law of this arbitration clause shall be Singapore law.
7.4 ENTIRE AGREEMENT
This Agreement sets out all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. In entering into this Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly set out in this Agreement. The terms located at a URL referenced in this Agreement and the Documentation are incorporated by reference into the Agreement. After the Effective Date, Hashmax may provide an updated URL in place of any URL in this Agreement.
7.5 FORCE MAJEURE
HashMax and its affiliates will not be liable for any failure or delay in performance of obligation under this Agreement where the failures or delay results from any cause beyond our reasonable control, including, but not limited to, acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war. Force Majeure events include, but are not limited to, upgrades to the validation rules of a given blockchain (e.g., a “hard fork” or “soft fork”).
7.6 GOVERNING LAW AND VENUE
All claims arising out of or relating to this Agreement or the Services will be governed by the laws of Singapore, excluding the Country’s conflicts of laws rules, and will be litigated exclusively in the courts of Singapore. The Customer and HashMax consent to personal jurisdiction in those courts. The 1980 United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement.
All communications and notices made or given pursuant to this Agreement must be in the English language. If we provide a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict.
7.8 NO AGENCY
This Agreement does not create any agency, partnership or joint venture between HashMax and the Customer.
7.9 NOTICE TO CUSTOMER
HashMax may provide any notice to the Customer under this Agreement by: (i) posting a notice on the HashMax website; or (ii) sending a message to the email address then associated with the Customer’s account. Notices we provide by posting on the Hashmax website will be effective upon posting and notices we provide by email will be effective when we send the email. It is the Customer’s responsibility to keep the Customer’s email address current. The Customer will be deemed to have received any email sent to the email address then associated with the Customer’s account when Hashmax sends the email, whether or not the Customer actually received the email.
7.10 NOTICES TO HASHMAX
To give us notice under this Agreement, the Customer must contact Hashmax by facsimile transmission or personal delivery, overnight courier or registered or certified mail to the mailing address listed on the Hashmax website or to Hashmax Ltd company address. Notices provided by personal delivery will be effective immediately. Notices provided by overnight couriers will be effective one business day after they are sent. Notices provided registered or certified mail will be effective five business days after they are sent.
If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.