Terms of Service and Use
DEFINITIONS AND INTERPRETATION
In these Terms, unless otherwise defined herein, capitalized terms shall have the following meanings:
"Account” means the user account a User opens with the Company on the Platform;
"Affiliate" means a person, entity or company directly or indirectly, controlling, controlled by or under direct or indirect common control with another person, entity or company;
“App” means the mobile and/or web-based applications operated by the Company and/or its Affiliates through which the Platform may be accessed, including all features, functions and contents contained, displayed or made available therein;
"Applicable Law" means, in relation to any person and any property, agreement, arrangement, transaction, activity or any other matter, any law, rule , statute, subsidiary legislation, regulation, by-law, order, ordinance, protocol, code, guideline, treaty, policy, notice, direction or judicial, arbitral, administrative, ministerial or departmental judgment, award, decree, treaty, directive, or other requirement or guideline published or in force at any time which applies to or is otherwise intended to govern or regulate such person, property, agreement, arrangement, transaction, activity or other matter;
“Authority” means any: (i) national, state, municipal or local government, governmental body or agency or any sub-division thereof; (ii) regulatory or administrative agency, commission, board, bureau or statutory body; (iii) central bank; (iv) court, tribunal, administrative panel, hearing body; (v) self-regulatory organization or other non-governmental or semi- or quasi-governmental authority or regulatory body; or (vi) tax authority, which is of competent jurisdiction with respect to the Company, the relevant User or any relevant third party, or any transaction contemplated under these Terms;
"Business Day" means any day except any Saturday, Sunday or public holiday on which commercial banks normally open for business in Hong Kong;
"Company" means Human Institute, Ltd., a company incorporated under the laws of the British Virgin Islands;
"Content" means data, information, documents, materials, advertisements, text, audio, video, graphics, software and other content on the Platform;
“Fees” means any and all fees and charges that may be payable by the User to the Company for the use of the Platform and/or the Services;
"Force Majeure Event" means an event, circumstance or situation which is beyond our control and reasonably foreseeable at the time of entry into these Terms, including, without limitation: (i) any act of God, natural disaster, epidemic or pandemic; (ii) failure or breakdown of, or interruption in, any blockchain networks or protocols, public or private telecommunication networks, communication channels or information systems; (iii) failure or breakdown of, or interruption in, SWIFT or any other money transmission system; (iv) any act or omission of any third party; (v) any delay, failure or interruption in, or unavailability of, any third party services; (vi) any strike, lockout, labour dispute, war, insurrection, civil unrest, terrorist act or riot; (vii) any virus, malware, other malicious computer code or the hacking of or unauthorised access to any part of the Platform or the Services; (viii) any change in or addition or supplementation to Applicable Laws; (ix) any act, decision, order, pronouncement or decree of any Authority of competent jurisdiction; and (x) any change in market rules or practices, currency restrictions, devaluations or fluctuations or market conditions affecting the execution or settlement of transactions or the value of assets (including but not limited to fiat currencies and virtual assets);
"Fork" shall have the meaning given in Clause 7.1;
"Forked Network" shall have the meaning given in Clause 7.1;
“Group” means the Company and other Affiliates of the Company;
“Hong Kong” means the Hong Kong Special Administrative Region of the PRC;
"Instruction" means any information, instruction, communication, order or message (including but not limited to those relating to any transaction) made or given by or on behalf of you or under your Account or otherwise referable to you or your Account;
“Intellectual Property Rights” shall have the meaning given in Clause 10.1;
“OFAC” means the Office of Foreign Assets Control of the US Department of the Treasury;
“Party” means a party to these Terms, namely the Company or the relevant User; and “Parties” means the Company and the relevant User collectively;
"Personal Data" has the meaning given in the PDPO;
“Platform” means the digital platform operated by the Company and/or its Affiliates through which the Services are provided and which is made available through the App and the Site;
"Privacy Policy" means the privacy policy separately available on the Site, as amended, modified, updated or supplemented from time to time;
“PDPO” means the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong);
“Prohibited Jurisdiction” means: (i) any country or territory subject to financial, economic, trade or other sanctions or embargoes imposed by the USA, the United Nations, the European Union or any country or member-state within the European Union, the United Kingdom, the OFAC, the North Atlantic Treaty Organization or any other national government or international or transnational organization; (ii) any country or territory identified as a "Specially Designated National" by the OFAC; (iii) any country or territory placed on the most current list of “High-Risk Jurisdictions subject to a Call for Action” published by the Financial Action Task Force; or (iv) any jurisdiction in which entry into or performance of your obligations under these Terms, the offer of the Services or any transaction contemplated hereunder (including without limitation the delivery, holding, use, transfer, purchase, sale or exchange of virtual assets) is unlawful or requires licensing, registration or approval of any kind;’
“Protocol” means the Humanity Protocol, a blockchain protocol developed and operated by the Company, which enables unique human authentication;
“Sanction” has the meaning given in Clause 1.1(d);
"Site" means the website at https://www.humanity.org/, including all features, functions and contents contained, displayed or made available therein;
"Services" means the products and services offered by the Company through the Platform as set out in Clause 2.1;
"Taxes" means any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, including but not limited to any value added, sales, goods and services, stamp, issue, registration, documentary or other taxes or duties or deductions, withholdings and other liabilities related thereto, which are levied, collected, withheld, deducted or assessed by or on behalf of any Authority having power to tax;
"these Terms" means these Terms of Service, as amended, modified, updated or supplemented from time to time;
"Unsupported Forked Network" shall have the meaning given in Clause 7.2;
“Unsupported Fork VAs” shall have the meaning given in Clause 7.2;
“USA” means the United States of America;
“User” or “you” means the person reading or accessing these Terms or using or accessing the Platform, the Site, the App, the Services, the Contents or opening an Account with the Company under these Terms;
“we” or “us” means the Company or the Group or any one or more members within the Group, as the context requires;
These Terms shall be interpreted and construed in accordance with the following principles:
references to “Clauses” are references to the clauses of these Terms;
references to any legislation or enactment (meaning any statute or statutory provision and any subordinate legislation made under such statute or statutory provision) shall be construed as references to: (i) any enactment which that enactment has directly or indirectly replaced (whether with or without notification); and (ii) that enactment as re-enacted, replaced or modified from time to time, whether before, on or after the date hereof;
references to any party shall be construed so as to include its successors in title, permitted assigns and permitted transferees;
a reference to any agreement or instrument is a reference to that agreement or instrument as amended or novated;
unless the context requires otherwise, words importing the singular include the plural and vice versa and words importing a gender include every gender;
any obligation on any party not to do something includes an obligation not to allow such thing to be done;
any words following terms “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms;
the words “herein”, “hereof”, “hereunder” or any other word of similar import refer to these Terms as a whole and not to any particular clause or subdivision; and
headings are inserted for convenience only and shall not affect the construction and interpretation of these Terms.
APPLICATION OF TERMS
These Terms apply to your access and use of the Platform, the App, the Site and the Services. You hereby agree and acknowledge that, by using the Platform, the Site, the App and/or the Services and/or opening or applying to open an Account, you are entering into a binding contract with the Company and shall be deemed to have read, understood and agreed to be bound by these Terms, together with any other terms, documents and contents relating to our provisions and your use of the Services, including any amendments, modifications and supplementations hereto from time to time as notified to you by published on the Platform or otherwise in accordance with the provisions of these Terms. If you continue to use or access the Platform, the Site, the App or any Services after the effective date of such amendments, modifications and supplementations (which shall be the date of which such amendments, modifications and supplementations are notified to you unless otherwise specified by us), you shall be deemed to have accepted and agreed to be bound by these Terms so amended, modified or supplemented. If you do not agree to be bound by these Terms (as amended, modified or supplemented from time to time), you are not authorized to use or access the Platform or the Services, and you are required to immediately cease and discontinue any use or access of the Platform and the Services.
We may enter into supplemental terms or agreements with you from time to time in addition to these Terms. In the event that there is any conflict or inconsistency between such supplemental terms or agreements and these Terms, the latest of such supplemental terms or agreements shall prevail over these Terms and any terms and agreements previous to such latest terms or agreements, unless the contrary is provided in these Terms or such supplemental terms or agreements.
Nothing in these Terms is intended to constitute any legal, financial or other advice to you in any regard. You acknowledge that you have been asked to seek independent professional advice from your own legal, tax and other professional advisors on matters relating to these Terms and the Services, and have had the opportunity to do so before entering into these Terms.
1. ACCOUNT OPENING
1.1. You are eligible to open an Account and use the Platform and the Services only if:
you are of legal age under the laws of the jurisdiction in which you are domiciled and are of sound mind to enter into a binding contract;
you are not a citizen, resident or tax resident of a Prohibited Jurisdiction;
you are not currently registered as a user under another Account and have no ownership or beneficial interest in any other Account (whether registered in your name or otherwise);
you are not subject to any financial or other sanctions imposed by the United Nations, European Union or any country or member-state within the European Union, the United Kingdom Treasury, the OFAC, the North Atlantic Treaty Organization or any other national or transnational organizations (collectively “Sanctions”);
you are not prohibited by any Applicable Law from opening an Account or using or accessing the Platform and the Services;
you are and will be acting solely for your own account in opening and maintaining the Account and using the Services and not acting on behalf of or representing any other natural person, legal person or legal entity:
you confirm that you have read, understood and agreed to these Terms; and
you confirm all matters set out in sub-paragraphs (a) to (i) above.
By entering into these Terms, you confirm, represent and undertake that you satisfy each of the conditions set out above.
1.2. In order to use the Services, you must register an Account on the Platform and provide us with all information and/or documents requested by us in accordance with these Terms, our internal policies or Applicable Law. All such information and documents must be in English language. If any of the relevant information or documents is in a language other than English, you must provide a certified translation of the same.
1.3. You agree to cooperate with all reasonable requests made by us, our Affiliates or any of our third party service providers on our behalf in connection with your use of the Platform and the Services.
1.4. We may confidentially verify the information provided to us by or on your behalf or obtain information relating to you ourselves (including through our Affiliates and other third parties) and verify such information using secure databases and other secure sources. By agreeing to these Terms, you agree and acknowledge that we, our Affiliates or any third party on our behalf may carry out such verifications.
1.5. Notwithstanding anything herein, we are entitled, in our sole and absolute discretion and without any obligation to give reasons, to reject or suspend or postpone the processing of your application for an Account without liability or compensation to you.
1.6. You agree and acknowledge that certain users or groups or categories of users may be specifically prohibited from accessing or using certain features, items or parts of the Services and we are under no obligation to inform you of any reason of such prohibition, and that, notwithstanding your successful completion of the Account opening process in accordance with this Clause 1, you may not be able to access or use such features, items or parts of the Services.
1.7. You further agree and acknowledge that we may in our sole and absolute discretion, and without prior notice to you, change, modify, add to or subtract from, or supplement, the eligibility criteria for registration of an Account or use of the Services set out in Clause 1, and that this may result in you no longer meeting such eligibility criteria to continue to use the Platform and the Services. In no circumstances shall we be liable to you or be under any obligation to provide any compensation to you for any loss or inconvenience or otherwise in connection with such change of the eligibility criteria.
2. THE SERVICES
2.1. The Services shall comprise the following services, functionalities and features provided by us in accordance with these Terms:
the Protocol;
verification of identity through palm print and vein image recognition and other technologies which will create an encrypted biometric signature;
issuance of a verifiable credential based on palm print and vein image and Human ID;
data encryption;
software development kit (SDK) to allow third parties to build upon the Protocol and support various blockchain applications, the use of which may be subject to additional terms and conditions in addition to these Terms; and
other products and services which may from time to time be offered or made available by the Company through the Platform or in connection with the Protocol.
(together, the “Services”).
2.2. We reserve the right, as we in our sole discretion consider necessary or appropriate and without liability or prior notice to you, to:
update, change, remove, cancel, suspend, disable or restrict access to or discontinue part or whole of the Services or change any features, component or content thereof;
reverse, cancel or change any terms of any reward, promotional, loyalty or other similar scheme or programme which may from time to time be offered by us.
(together “Service Suspension”).
2.3. We reserve the right to suspend, restrict or terminate your access to any or all of our Services and to freeze, suspend, close, delete or deactivate your Account without liability or prior notice to you, in circumstance including without limitation:
where it is our reasonable opinion that we are required to do so by Applicable Law or any court, tribunal or other regulatory authority to which we may be subject in any jurisdiction;
upon coming to knowledge or reasonable suspicion that you are not an eligible user or are using multiple accounts to access our Services;
upon coming to knowledge or reasonable suspicion that you may be in breach of these Terms or are otherwise attempting to circumvent these Terms by means such as opening multiple accounts or abusing any of the Services;
upon reasonable suspicion that a transaction which is initiated or conducted by you (or other person having access to your Account or any of your other accounts with the Company or its Affiliates, with or without your permission) through the Platform or any other platforms, systems or networks operated by the Company or its Affiliates, or which is otherwise connected to you, is fraudulent or erroneous;
upon reasonable suspicion that your Account has been compromised or the Services are being used by you or via your Account in a fraudulent or unauthorized manner;
upon reasonable suspicion of money laundering, terrorist financing, fraud or any other financial crime connected to you;
upon reasonable suspicion that you are conducting any fraudulent or illegal activities including but not limited to any ponzi scheme, pyramid scheme, phishing or dark-net transactions; or
where you are subject to current or pending litigation, arbitration, investigation or other legal, government or disciplinary proceedings.
(collectively “Access Suspension”).
2.4. Service Suspension may occur to all, any specific group or any individual user of Services, for reasons including but not limited to the need to remedy the effects of any defect in or compromise to any information system upon which the Company relies or that the Company in its absolute opinion believes or suspects that an order or transaction has been executed based on an aberrant value. We do not guarantee that any specific product, service content, component and/or feature will always be available to any or all users of the Platform.
2.5. You understand and agree that we may engage any third-party service provider or sub-contractor to operate the Platform and to provide any or all of the Services. In no circumstances shall the Company or any of its Affiliates be liable to you or any other person for any loss, damage, costs, expenses, suits, actions or proceedings of any kind arising from or in connection with any act or omissions of any third-party service provider or sub-contractor engaged or appointed by us, provided that reasonable care and diligence have been exercised by us in the selection of such third-party service provider or sub-contractor. Any claims in connection with the acts or omissions of any third-party service provider or sub-contractor shall be brought solely and directly against such third-party service provider or sub-contractor and/or its directors and officers. Our liability in relation to the services rendered by any third-party service provider or sub-contractor shall be limited to the use of reasonable care in the selection of such service provider or sub-contractor.
2.6. Subject always to your continuing compliance with these Terms, we grant to you a limited, non-transferable, non-exclusive and revocable license to use the Platform and the Services insofar as owned by or licensed to us and only for your own purposes, upon and subject to these Terms. All other rights not expressly granted to you are hereby fully reserved. Some software components used in the Platform may be offered under an open source or other licence, in which case your use of those components of the Platform shall be governed by such licence terms to the extent only of any inconsistency between these Terms and those licence terms. All rights granted to you hereunder shall revert automatically to us immediately upon the termination, deactivation or closure of your Account.
2.7. You acknowledge and agree that your use of the Services is at all times subject to your compliance with these Terms, all other applicable terms and conditions and Applicable Laws.
3. USE OF PLATFORM AND SERVICES
3.1. You may only use or continue to use the Platform and the Services only if you are, and remain, an eligible user. If at any time you cease to meet any of the eligibility criteria set out in Clause 1 or in any other provisions in these Terms, you must promptly notify us and cease any further use of the Platform and the Services, including taking immediate steps to close your Account. Further, you must, at all times throughout your maintenance of an Account with us, comply with all of the provisions in these Terms.
3.2. Without prejudice to any other provision of these Terms, you agree and undertake that you shall not do, or, knowingly or otherwise, authorize, permit, allow or assist any other person to do, any of the following:
impersonate any other person, operate under an alias or do any other thing to conceal your identity from us;
use the Platform or the Protocol to conduct electronic spamming or otherwise distribute any unsolicited or unauthorized advertising, promotional or marketing material, junk mail or chain letters;
use the Platform or the Protocol to perform illegal, unlawful or immoral activities (including but not limited to money laundering, terrorism financing and fraudulent activities);
use the Platform or the Protocol to upload content that contains or is infected with viruses, malicious codes, Trojan horses, is unlawful, immoral or illegal or contains any other harmful or deleterious program or elements;
modify or adapt the whole or any part of the Platform or the Protocol or combine or incorporate the Platform or the Protocol into another other programme or application (except as otherwise permitted under these Terms);
decipher, disassemble, decompile, reverse-engineer or otherwise attempt to derive the source code, object code, underlying concepts, ideas and algorithms of the Platform or the Protocol or any components thereof;
create, launch or introduce any programmes or scripts for the purpose of scraping, indexing, surveying or otherwise data mining any portion of the Platform or the Services or any of our programmes, systems, or products;
avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by the Company or its Affiliates and service providers or any other third party (including another user) to protect the Platform, the Protocol, the App and the Site;
attempt to access or search or download content from the Platform, the App or the Site using any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, data mining tools, or the like) other than the software and/or search agents provided by the Company or its Affiliates or other generally available third-party web browsers;
harvest or otherwise collect, whether aggregated or otherwise, data about other users of the Platform or the Protocol including but not limited to email addresses and/or distribute, sell or exploit such data in any manner;
use the Platform or the Protocol in any manner that would lead to the infringement of our, our Affiliates’ or any other third party’s Intellectual Property Rights;
use the Platform or the Protocol in a way that could damage, disable, impair or compromise the Platform or the provision of the Services (or the systems or security of the Platform or the Protocol or any other computer systems or devices used in connection therewith) or interfere with other users or affect the reputation of the Company or any of its Affiliates;
gain or attempt to gain unauthorized access to the account or wallets of other users;
take any action that imposes an unreasonable or disproportionately large burden or load on the infrastructure of the Platform or the Protocol (including, but without limitation to our servers, networks, data centres and related or like equipment) or unduly hinders the operation and/or functionality of any part or aspect of the Platform or the Services;
detrimentally interfere with, intercept or expropriate any system, data or information belonging to the Company or its Affiliates or other users of the Platform or the Protocol;
provide false, inaccurate, incomplete or misleading information to the Company or any of its Affiliates or third-party services providers;
create a false identity for the purpose of misleading others or fraudulently or otherwise misrepresent yourself to be another person or a representative of another entity including, but not limited to, an authorized user of the Platform or our representative, or fraudulently or otherwise misrepresent that you have an affiliation with a person, entity or group;
use in any transaction or pay any Fees using any virtual assets or monies representing or forming part of the proceeds of or otherwise connected to any criminal or unlawful activity or purpose;
engage in any other conduct which is inappropriate, abusive, harassing, threatening, harmful offensive, tortious or otherwise objectionable or which is in contravention of these Terms or any Applicable Laws; or
counsel, encourage, enable, assist or procure any other persons to do any of the foregoing.
4. OPT-OUT
4.1. If you do not want us to use your personal information to train our models, you have the option to opt out by updating your account settings. If you want to exercise your right to opt out, please email humans@humanity.org with such a request.
5. YOUR DEVICE
5.1. You acknowledge and agree that, in connection with your use of the Platform, you shall be responsible for the following, at your own cost:
ensuring that the encrypted Personal Data that are stored in your device or are in your possession are safely secured;
obtaining and installing all software and communications services necessary for your use of the Platform in accordance with these Terms;
ensuring that your device is protected against any security or other vulnerabilities which may arise in connection with your use of the Platform in accordance with these Terms; and
installing updates and patches for the Platform and your device in a prompt and timely manner.
5.2. We shall be entitled to assume that any and all Instructions received from your device or under your Account have been made by you as the rightful owner of the device and Account and to rely upon such Instructions conclusively without any obligation whatsoever to take any steps to verify the same, and you shall be bound by any and all Instructions given to us under your Account, whether or not authorised by you. You accept full responsibility for keeping your device and Account safe and maintaining adequate security and control of your login and authentication details (including, but not limited to, your username, password and other security details), and shall likewise be solely responsible for any access to and use of the Platform and the Services through your device or Account, notwithstanding that such access and/or use may have been effected without your knowledge, authority or consent. We will not be liable to you for any loss or damage resulting from such unauthorised access and/or us.
5.3. You are aware that Instructions and information transmitted via the Platform are generally transmitted via the Internet and may be routed via public, transnational installations which are not specifically protected. We cannot guarantee that the Instructions and information so transmitted will in fact be completely protected against such unauthorised access, and you accept all of these risks.
5.4. The calculations and records in or generated by the ledgers, systems and books of account maintained by the Company and its Affiliates (including electronic, computer, blockchain, decentralised sever or nodes and microfilm stored records) in relation to the Platform, the Services and your Account, including, but not limited to, the activities, transaction history, balances and status of your Account, shall be final and conclusive and binding upon you for all purposes (including but not limited to the particulars of each Instruction given and each transaction made under your Account, the amount of Fees payable by you and any amount of payment outstanding on your Account). You agree that such records are admissible in evidence and further undertake to waive any rights to challenge or dispute the admissibility, reliability, accuracy or the authenticity of the contents of such records in or generated by the ledgers, systems and books of account maintained by the Company and its Affiliates. No other documents or records of any kind shall be accepted by us or have any effect under or in connection to these Terms.
6. FEES AND TAXES
6.1. It is your sole responsibility to determine whether, and to what extent, any Taxes apply to your use of the Platform and the Services and the receipt, transfer of virtual assets and fiat monies and to any transactions which you conduct pursuant to these Terms, and to withhold, collect, report and remit the correct amounts of Taxes to the appropriate tax authorities. We are not obligated to, nor will we determine whether, and to what extent, Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction conducted by you or on your behalf in or in connection with your use of our Services. Notwithstanding the foregoing, the Company may make any payment, withholding or filing as required by any Applicable Law and we may deduct corresponding amounts from the balances in your Account (if any) and/or withhold any payment to you or otherwise seek indemnity or compensation from you for the same.
7. FORK
7.1. You agree and understand that the underlying protocols and blockchains of the virtual asset networks are subject to changes (each a "Fork") which may result in more than one version of such network (each a "Forked Network"), either of which may be viewed as or claimed to be the legitimate or genuine continuation of the original network. We may not be able to anticipate, control or influence the occurrence or outcome of Forks, and do not assume any risk, liability or obligation in connection therewith. Without limitation to the generality of the foregoing, the Company does not assume any responsibility to notify you of pending, threatened or completed Forks. You further agree and understand that Forks may materially affect our Services. You assume full responsibility to independently remain apprised of and informed about potential Forks, and to manage your own virtual assets and your interests in connection therewith.
7.2. In the event of a Fork, the Company may temporarily suspend any Services (in particular the execution of transactions involving the affected virtual asset) without prior notice to you and we may determine, in our sole and absolute discretion, whether or not to support the Forked Network(s). In the event that the Company decides not to support any such Forked Network ("Unsupported Forked Network"), the virtual assets offered by or based upon such Unsupported Forked Network (“Unsupported Fork Virtual Assets”) may not be stored and will not be made available to you for transactions on or through the Platform. Notice by publication on the Platform and/or other means as provided by these Terms will be given to users of such decision and of the arrangements following such decision. Notwithstanding the foregoing, we may, in our sole discretion obtain and retain Unsupported Fork Virtual Assets as property belonging solely to the Company, without any obligation to account to you for such virtual assets so retained by the Company.
7.3. You acknowledge the risks presented by Forks (including but not limited to those set out in this Clause 7 and Clause 8 below) and hereby accept that we have no responsibility for any losses or damages arising as a result of or in connection to any absence of or delay on our part in giving notice to you of any pending, threatened or completed Forks or our decision not to support a Forked Network.
8. RISK DISCLOSURE
8.1. You should read and consider carefully the risk disclosures in this Clause 8, together with all other information about us, our Platform and Services as contained in our Terms of Service or otherwise made available to you on the Site or the App, before making a decision to use the Platform and Services. By entering into these Terms and making an application to open an Account with us, you confirm your understanding of the risks which may arise in connection with your use of the Platform and the Services.
8.2. This Clause 8 does not purport to be, and shall not be relied upon as, a comprehensive or exhaustive list of all of the risks associated with the use of the Platform and the Services. Further, this Clause 8 does not necessarily reflect the relative importance of the various risks, whether generally or in your particular circumstances.
8.3. You should therefore consult with your own legal, tax, financial and other professional advisers as you deem appropriate and ensure that you fully understand the risks involved and satisfy yourself that you are willing to accept such risks before entering into the Terms or establishing any Account with us and before using any of the Services provided by us or entering into any particular transaction. It is important for you to determine with respect to each Service or transaction whether it is suitable for you in the light of your own knowledge and experience in the relevant types of transactions and assets, your objectives and personal and financial circumstances, as well as any other relevant circumstances and factors. We are not, and shall not be deemed to be, your financial, legal or tax advisor.
General
8.4. We do not provide investment advice and no content on the Platform should be considered as a substitute for tailored professional investment advice. No part of contents available on the Platform or otherwise provided by us should be used as a basis for making investment decisions and should not be construed as marketing or promotion of (or any attempt to market or promote) any type of virtual asset or other asset.
8.5. All information provided by or on behalf of the Company and its Affiliates is for informational purposes only and should not be construed as professional, accounting or legal advice. You should not take or refrain from taking any action in reliance on any information contained in these Terms or provided by or on behalf of the Company and its Affiliates. Before you make any financial, legal, or other decisions relating to the Services, you should seek independent professional advice from persons licensed and qualified to give such advice.
Technology and cybersecurity risks
8.6. We are not responsible for any trading or transaction of any virtual assets. Any trading of virtual asset may involve a number of technology-related risks and other risks. If you undertake transactions on an electronic system, you will be exposed to risks associated with the system including the failure of hardware and software. The result of any system failure may be that your order is either not executed according to your instructions or is not executed at all. In particular, your attention is drawn to the following:
the internet is, and any electronic system connected to the internet may also be, an inherently unreliable medium of data transmission and communication and that, accordingly, there are risks involved in conducting transactions through such electronic system or otherwise communicating through the internet or any electronic system;
access to any electronic system may from time to time be limited, delayed or unavailable, including during periods of peak demand, network congestion, systemic failures (including hardware and software failures), systems upgrade or maintenance or for other reasons;
instructions given or transactions conducted through the internet or any electronic system may be subject to interruption, transmission blackout, delayed transmission or incorrect data transmission due to, amongst other things, unpredictable traffic load, the public nature of the media used or other reasons;
instructions given through the internet or any electronic system may not be executed or may be delayed so that they are executed at prices different from those prevailing at the time the instructions were given; and
communications and personal data may be accessed or intercepted by unauthorized third parties, including potentially malicious actors.
8.7. There is a risk that the Platform or any of the Services may unintentionally include weaknesses or bugs in the source code which may adversely affect the Platform or the Services and result in the loss of your funds (including virtual assets and fiat monies) and/or the loss of your ability to access or control your funds. In the event of such a software bug or weakness, you may lose some or all of your funds and you are not guaranteed any remedy, refund or compensation.
8.8. While we adopt quality assurance procedures to help ensure the source codes as accurately as possible reflect their intended operation, the flawlessness of the source codes, some of which are open-source codes, cannot be guaranteed. They may contain bugs, defects, inconsistencies, flaws or errors, which may disable some functionality, create vulnerabilities or cause instability. Such flaws may compromise the predictability, usability, stability, and/or security of the trading platform. Open source codes rely on transparency to promote community-sourced identification and solution of problems within the code.
8.9. Cryptography is evolving and advancement in cryptography technologies and techniques, including but not limited to code cracking, the development of artificial intelligence and/or quantum computers, could be identified as risks to all cryptography-based and/or blockchain-based systems, including the underlying systems of virtual assets. The security of our Platform cannot be guaranteed, particularly in view of the unpredictability of the future developments in cryptography and security-related innovations.
THIS CLAUSE IS NOT, AND IS NOT INTENDED TO BE, AN EXHAUSTIVE LIST OF RISKS INVOLVED IN OR ASSOCIATED WITH THE USE OF THE PLATFORM OR THE SERVICES OR CARRYING OUT ANY TRANSACTIONS ON OR THROUGH THE PLATFORM. YOU SHOULD, THEREFORE, CAREFULLY CONSIDER WHETHER SUCH USE OR SUCH TRANSACTION IS SUITABLE FOR YOU IN LIGHT OF YOUR CIRCUMSTANCES AND FINANCIAL RESOURCES AND SHOULD CONSULT YOUR OWN FINANCIAL, LEGAL AND/OR ANY OTHER ADVISERS.
9. SUSPENSION, TERMINATION AND ACCOUNT CLOSURE
9.1. The Company may at any time, and without liability to you, terminate, suspend, or limit your use of the Services in accordance with the terms and conditions. You agree and acknowledge that:
you shall not be entitled to any payment, compensation or damages from us in relation to such termination, suspension or limitation of your use of the Services for any reason whatsoever; and
our rights of limitation, suspension and termination of any Service or your access thereto under these Terms shall be without prejudice to any other rights or remedies which we may have, whether under these Terms or Applicable Laws.
9.2. If at any time you wish to: (i) suspend, deactivate or terminate your access to and use of any particular Services; or (ii) deactivate or close your Account, you may submit a request to us for the same through the Platform or by email to humans@humanity.org. You acknowledge that you may be required to accept additional terms and conditions prescribed by us in relation to such suspension, deactivation, termination of Services or deactivation or closure of Account, which will be notified to you in writing.
9.3. If, at the time of the submission of your Account closure request, your Account has any outstanding or ongoing obligations, commitments, liabilities (including but not limited to any amounts owed to the Company) or activities (including but not limited to any pending or partially executed orders or transactions), regardless of whether or not such obligation, commitment, liability or activity has matured or accrued or remains contingent, you agree that the Company shall not be obliged to process such Account closure request until all such obligations, activities or commitments have been fully discharged or completed.
9.4. These Terms shall terminate immediately upon the closure of the User’s Account and no further use of the Platform and Services being made by the User, upon which each of the Company and the User shall be released from further performance of its obligations hereunder and these Terms shall be of no further force or effect, provided that:
termination shall not relieve either Party from any obligations or liabilities which are outstanding on or relate to matters or claims occurring or arising prior to the date of such termination or impair or prejudice any of the rights or remedies of either Party accruing prior to such termination; and
provisions of these Terms expressed or intended to survive the termination of these Terms shall continue to operate in full force and effect.
10. INTELLECTUAL PROPERTY
10.1. The Company, its Affiliates and their respective licensors shall be the exclusive owners of all intellectual property rights, including but not limited to any patent, copyright, trademark, trade name, service mark, service name, brand mark, brand name, logo, corporate name, Internet domain name or industrial design, and any registrations thereof and pending applications therefor (to the extent applicable), as well as any know-how, trade secret, trade right, formula, conditional or proprietary report or information, customer or membership list, any marketing data, and any computer program, software, codes, technology, graphics, files, icons, scripts, videos, text, images, content, other materials, database or data right, any licence or other contract relating to any of the foregoing, and any goodwill associated with any business owning, holding or using any of the foregoing (collectively “Intellectual Property Rights”) which are used for, relate to or involved in the Company and its Affiliates’ respective products, services, businesses and activities, including but not limited to the Platform, the App, the Site, the Services, including the Protocol and the Contents. You shall not obtain, and shall not take any action to claim or assert, any interest or share in, the Intellectual Property Rights of the Company, its Affiliates or their respective licensors by virtue of these Terms or your use of the Platform or the Services. Save for the limited licences and rights expressly granted by you under these Terms, no other rights are granted to you in respect of any of the Intellectual Property Rights of the Company and its Affiliates and their respective licensors, the Platform, the Services or the Contents. All rights and licences not expressly granted to you hereunder are fully reserved by the Company. Nothing in these Terms shall be construed as conferring any right or licence to any Intellectual Property Rights of the Company or its Affiliates or any third party, whether by estoppel, implication or otherwise.
10.2. You shall not violate or infringe, and shall not authorise, counsel, induce, assist or procure any other person to violate or infringe, the Intellectual Property Rights of the Company or its Affiliates or any third party. You further undertake not to take or attempt to take any action or claim ownership of any property that violates or infringes the Intellectual Property Rights of the Company, its Affiliates and their respective licensors. Without limitation to the generality of the foregoing:
you may only access, use and print the information, contents and materials on the Platform, the App or the Site for non-commercial and non-profit making uses (such as for your own informational and record-keeping purposes);
no part or parts of contents, format or design of the Platform, the App, the Site or the Services may be reproduced, distributed, republished, printed, displayed, broadcast, hyperlinked, transmitted, adapted, modified or used to create derivative works or otherwise commercially exploited in any manner or by any means or stored in an information system without our prior written permission; and
to the extent that the Platform, the Site or the App contains any functionality that allows you to access or download specific materials, your use of such functionality and the downloaded materials may be subject to separate terms and conditions which you will be asked to read and accept at the relevant time.
10.3. To the fullest extent permitted by law, you shall upon demand defend, protect, hold harmless, and indemnify the Company and its Affiliates from and against any and all liability, loss, claims, demands, suits, costs, fees and expenses (including actual fees and expenses of attorneys, expert witnesses, and other consultants), by whomsoever brought or alleged, for violation or infringement of any person’s Intellectual Property Rights arising from or in connection to any of your act or omission.
11. DATA PROTECTION
11.1. By using the Platform and the Services, you confirm that you have read, understood and agreed to our Privacy Policy (as amended, modified, updated and supplemented from time to time) which forms part of these Terms and understand how we collect, use, process and disclose your personal data to our Affiliates, third-party service providers and other relevant third parties. We will only disclose your personal data in accordance with our Privacy Policy.
11.2. We reserve the right at any time to take any action to satisfy our internal requirements and obligations (including but not limited to obligations under Applicable Laws) with respect to your personal data, including but not limited to requesting relevant original documents, disclosing your personal data with the relevant Authorities or to our Affiliates and third-party agents and service providers, and verifying your personal data against secure internal or third-party databases, for purposes such as prevention of fraud, money laundering and terrorist financing or any other legitimate purpose.
12. LIMITATION OF LIABILITY
12.1. The Services are provided on an "as is'' and “as available” basis and without any representation, warranty or undertaking, whether express, implied, or statutory, except as expressly provided in these terms. To the fullest extent permitted by law, we disclaim all other representations, warranties or undertakings, express or implied, made to you, your affiliates or any other person, including without limitation, any warranties regarding title, non-infringement, timeliness, quality, suitability, merchantability, fitness for a particular purpose or otherwise (regardless of any course of dealing, custom or usage of trade) in relation to the platform services or any other goods or services incidental thereto the platform. Additionally, we do not represent or warrant that the service content and any other information or materials on the Platform, the Site or the App are accurate, complete, reliable, current, or error-free. While we attempt to make your use of the Services safe, we cannot and do not represent or warrant that the services are free of viruses or other harmful components.
12.2. To the extent permitted by Applicable Law, notwithstanding anything in these Terms, we and our Affiliates, agents and representatives shall not be liable to you for any losses or damage, costs, expenses or claims:
due to an unusual or unforeseeable event, outside our reasonable control and/or the consequences of which could not have been avoided even if all due care had been exercised (including but not limited to any Force Majeure Event);
arising from or in connection with:
any Service Suspension or Access Suspension, or any interruption, delay, suspension, discontinuance or failure of the Services;
any rejection, cancellation, reversal, voiding or delay in processing of any Instruction;
any non-execution, partial execution or delay in execution of any transaction;
use of your device or your Account by third parties, whether authorized or unauthorized by you; or
any unauthorized use of the Services contrary to these Terms by you or under your Account;
due to any actions and steps taken which are necessary for compliance with Applicable Laws and/or orders of courts of competent jurisdiction or relevant governmental or regulatory authorities;
for lost profits, lost revenues, lost business opportunities, lost data, other intangible losses or any punitive, exemplary, special, incidental, indirect or consequential losses or damages, regardless of whether such losses or damages were direct or indirect, foreseeable or unforeseeable, and whether we and our Affiliates, agents and representatives have been advised of the possibility of such damages;
resulting from hacking, tampering, virus transmission or other unauthorised access or use of the Platform, the Services, your Account, or any information, feature or functionality contained therein; or
in connection to any act or omission on the part of any third parties.
provided that nothing in these Terms shall operate to limit or exclude any liability for fraud or gross negligence.
You agree and acknowledge that any claims which you may have against us under these Terms may only be brought on an individual basis and not as a plaintiff or class member in any purported class or representative actions or proceedings, and hereby waive any and all rights to such class action or representative actions or proceedings. No court or adjudicator may consolidate or join more than one person's or party's claims and may not otherwise preside over any form of any consolidated, representative, or class proceedings. Any relief awarded to any user of the Platform or the Services shall not affect any other users.
13. REPRESENTATIONS AND WARRANTIES
13.1. The User hereby represents, warrants and undertakes to the Company that each of the Warranties is true accurate, complete and not misleading in any material respect as at each day that these Terms are binding upon the User (including each day from the opening of an Account up to and until the closure of such Account). The User hereby acknowledges that the Company, in entering into these Terms, is relying on each of its Warranties.
13.2. The User undertakes to notify the Company in writing, as soon as reasonably practicable, of any matter or event coming to its attention which renders or could reasonably be expected to cause any of its Warranties to be or to have been untrue, inaccurate, incomplete or misleading in any material respect.
13.3. Each of the Warranties shall be separate and independent and, save as expressly provided herein, shall not be limited by reference to any other paragraph or anything in these Terms.
13.4. The User represents, warrants and undertakes to the Company, in the following terms, as of each day that these Terms are binding upon it:
Capacity, standing and authority
The User is, has been and will remain an eligible user for so long as the User maintains an Account with the Company.
If the User is a natural person, the User is of sound mind, has the legal capacity to enter into these Terms, has entered into these Terms at his or her own will, and understands the nature of the obligations to be assumed by him or her under these Terms.
These Terms constitute legal, valid and binding obligations of the User enforceable in accordance with their terms and conditions (subject, as to enforceability, to limitations resulting from bankruptcy, insolvency and other similar laws affecting creditors’ rights generally).
Full understanding
You have read the entirety of these Terms (as amended, modified, updated or supplemented from time to time) and fully understands each of the provisions contained in these Terms. You have sought independent professional advice prior to entry into and acceptance of these Terms (as amended, updated or supplemented from time to time) where necessary or, if you have not done so, you acknowledge you have been advised to do so but have deemed it unnecessary and assume all risks (including but not limited to those set out in Clause 8) arising from or associated with acceptance of these Terms and your use of the Services.
You have sufficient understanding of virtual assets, cryptographic tokens, token storage mechanisms (such as digital wallets) and blockchain technology to understand the Terms and the terms and features of the Services offered hereunder, and to appreciate the risks and implications (including but not limited to those set out in Clause 8) of registering for and using the Services.
No litigation or default
No litigation, arbitration or administrative proceeding is currently taking place or pending or, to the knowledge of the User, threatened against the User, or its or their respective assets or revenues.
Legal and regulatory compliance
The User has not been in contravention of any Applicable Laws in the jurisdiction(s) in which it resides.
All funds being used by the User for the purpose of paying any Fees and any other amount (including any interest, penalties, damages and indemnities) are legally and beneficially owned by the User and not obtained through suspicious sources, are not proceeds of crime, and the User has conducted sufficient due diligence against the source of such funds.
Accuracy of information
All information provided by or on behalf of the User in connection with these Terms to the Company and its Affiliates is true and accurate in all respects and all forecasts and projections contained therein were arrived at after due and careful consideration on the part of the User and were, in its considered opinion, fair and reasonable when made. The User is not aware of any fact which has not been disclosed in writing to the Company which might have a material effect on any such information, forecasts or projections or which might affect the willingness of the Company to enter into these Terms with the User or to grant to the User the Account or to provide the Services to the User.
14. INDEMNIFICATION
You agree to, upon demand, indemnify, protect, defend and hold harmless the Company, its Affiliates and its third party service providers, and each of their officers, directors, agents, joint venture entities, employees and representatives (collectively “Indemnified Parties”), from and against any losses, damages, costs, expenses (including but not limited to any legal costs and expenses and fines, fees or penalties imposed by any regulatory authority), claims, demands, litigation, arbitration or other proceedings brought by any person against any of the Indemnified Parties arising out of or in connection with (a) your breach of any provision of these Terms; (b) your use (or misuse or abuse) of the Platform and the Services; (c) your violation of any Applicable Laws or the rights of any third party; and (d) any fraud, negligence, default, misconduct or any other act or omission on the part of you or your agents and representatives. It is hereby expressly agreed and acknowledged by the Parties that the provisions of this Clause 14 shall survive the termination or expiration of these Terms.
15. CUSTOMER FEEDBACK, ENQUIRIES AND COMPLAINTS
If you have any feedback, enquiries or complaints, please contact us via email at humans@humanity.org. Whilst we strive to respond to you as soon as possible, for more complicated issues, it may take us thirty (30) Business Days or more to resolve and revert to you. You accept and agree that we shall not be responsible for any loss and damage incurred due to any delay in responding to any of your feedback, enquiries or complaints.
16. AMENDMENT AND VARIATION
These Terms may from time to time be updated, amended, revised or supplemented by us as we in our absolute discretion deem appropriate. Such updated Terms as posted by us will take effect immediately upon publication unless otherwise stated in such notice. You should regularly check the App and the Site to inform yourself of any such changes. In addition, we may at any time change, add or remove any feature or functionality of the Platform without prior notice. By continuing to use the Platform and/or the Services after any such changes have taken effect, you are indicating your acceptance of the updated or amended Terms as well as your acceptance of the updated Platform and Services and shall be bound by the same accordingly. If you do not wish to be bound by any changes, amendments or supplementations to these Terms then you should stop using the Platform and the Services immediately, including taking steps to deactivate or close your Account promptly without delay.
17. NOTICE AND COMMUNICATIONS
17.1. By using the Services, you agree that we may provide you with any notices or other communications, including marketing, relating to your use of the Services electronically: (a) via email that you provide to us during the onboarding process or subsequently; or (b) by posting to or publication on the Platform. For notices and communications delivered by email. For notices and communications delivered by posting to or publication on Platform, the date of receipt will be deemed to be the date on which the notice or communication is posted.
17.2. Notices to us should be sent electronically to us via the Platform or by email to us at humans@humanity.org, in English language. Any Instruction sent by you to us shall only be deemed to be received by us when we have successfully retrieved such Instruction from the relevant system and informed you of such receipt.
17.3. You agree, without prejudice to any provision of these Terms, that, to the extent that there are any rules or requirements in your local jurisdiction governing the time and place of dispatch and receipt of electronic communications, to the maximal extent permitted under Applicable Laws, such rules and requirements shall not apply to your use of the Services and that you shall bear any loss or damage which may arise from or be associated with the use of the Internet, including but not limited to any loss, delay, corrupted texts, unauthorised interceptions by third parties.
18. THIRD PARTY RIGHTS
Save as expressly provided in these Terms, no person who is not a party to these Terms shall be deemed to have acquired any right by reason of anything contained in these Terms, nor shall any such person be entitled to enforce any provision of these Terms. The application of the Contracts (Rights of Third Parties) Ordinance (Chapter 623 of the Laws of Hong Kong) to these Terms is hereby expressly excluded.
19. GOVERNING LAW AND JURISDICTION
19.1. These Terms and any dispute or claim arising out of or in connection herewith or the subject matter or formation hereof (including any non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Hong Kong.
19.2. Any dispute, controversy, difference or claim arising out of or relating to these Terms, including the existence, validity, interpretation, performance, breach or termination of these Terms or any dispute regarding any non-contractual obligations arising out of or relating to these Terms, shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (“HKIAC”) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be Hong Kong law. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in either English or Chinese.
19.3. The Notice of Arbitration and any other documents, submissions, notices and communications for the purpose of or in connection to arbitral proceedings conducted in accordance with this Clause 19.3 shall be served by the Parties on each other by email as follows:
if to the Company, to humans@humanity.org (or such other email address as may be specified by us and notified to you from time to time); and
if to you, to the email address registered as your email address as shown in your Account or, if your Account has been closed or terminated, to the last email address you have most recently provided to us and of which we are aware (which may be your registered email address prior to the closure or termination of your Account).