These Terms of Use are an agreement (“Agreement”) between you (“Customer”) and HashHub Inc. (“HashHub”). They apply to the software named “Lightning Network on Azure” (the “Product”) that HashHub will provide Customer with in accordance with this Agreement. By using the Product, Customer accepts these Terms of Use and enters into the Agreement.
HashHub grants Customer a non-exclusive, non-transferable license to use the Product. HashHub reserves all other rights. Unless applicable law gives Customer more rights despite this limitation, Customer may use the software only as expressly permitted in this Agreement.
To the extent any software licensed from third parties, including open source software, (collectively, “Third Party Software”) is provided with or embedded in the Product, Customer shall comply with the terms and conditions of the applicable third-party licenses associated with the Third Party Software, in addition to the terms and restrictions contained in this Agreement.
Customer may only use the Product as described in this Agreement. Except as expressly authorized by HashHub or permitted by applicable law, Customer will not, and will not allow any other third party to, (i) decompile, disassemble, reverse engineer, or otherwise attempt to derive the trade secrets embodied in the Product; (ii) use the Product to develop a competing product or service; (iii) use any Product, or allow the transfer, transmission, export, or re-export of any Product or portion thereof, in violation of any export control laws or regulations administered by any government agency; or (iv) remove any copyright, trademark, proprietary rights, disclaimer, or warning notice included on or embedded in any part of the Product. Under no circumstances will HashHub be liable or responsible for any use, or any results obtained by the use, of the Product in conjunction with any services, software, or hardware that are not provided by HashHub. All such use will be at Customer’s sole risk and liability.
Customer acknowledges and agrees that (i) the Product is protected by intellectual property rights, as applicable, of HashHub and that Customer has no right to transfer or reproduce any Product or prepare any derivative works with respect to the Product and (ii) that HashHub owns all right, title, and interest in and to the Product, together with all ideas, architecture, algorithms, models, processes, techniques, user interfaces, database design and architecture, and “know-how” embodying the Product. Under no circumstances will Customer be deemed to receive title to any portion of the Product, title to which at all times will vest exclusively in HashHub. Customer will preserve the Product from any liens, encumbrances, and claims of any individual or entity.
Customer may provide suggestions, comments or other feedback (collectively, “Feedback”) on a voluntary basis to HashHub with respect to its products and services, including the Product. HashHub may use Feedback for any purpose without obligation of any kind. To the extent a license is required under Customer’s intellectual property rights to make use of the Feedback, Customer grants HashHub an irrevocable, non-exclusive, perpetual, fully-paid-up, royalty-free license to use the Feedback in connection with HashHub’s business, including the enhancement of the Product.
HashHub will not provide support services for the Product.
The Product will be provided free of charge.
Customer agrees to indemnify and hold HashHub harmless from any use, transfer, privilege, tariffs, excise, and all other taxes and all duties, whether international, national, state, or local, however designated, which are levied or imposed by reason of the performance of the Product under this Agreement.
THE PRODUCT IS LICENSED FREE OF CHARGE AND PROVIDED “AS IS,” WITH ALL FAULTS, AND WITHOUT WARRANTIES OF ANY KIND. HASHHUB DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, QUALITY OF INFORMATION, AND TITLE/NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY HASHHUB OR ITS AUTHORIZED REPRESENTATIVES WILL CREATE ANY OTHER WARRANTIES OR IN ANY WAY INCREASE THE SCOPE OF HASHHUB’S OBLIGATIONS HEREUNDER.
Customer shall not be entitled to any indemnity of any kind whatsoever under this Agreement. Customer will defend and indemnify HashHub and hold it harmless from any and all claims, losses, deficiencies, damages, liabilities, costs, and expenses (including but not limited to reasonable attorneys’ fees) incurred by HashHub as a result of any claim by a third party arising from Customer’s use of the Product in breach of this Agreement.
HASHHUB WILL NOT HAVE ANY LIABILITY TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, SALES, TRADING LOSSES, BUSINESS, DATA, OR OTHER INCIDENTAL, CONSEQUENTIAL, OR SPECIAL LOSS OR DAMAGE, INCLUDING EXEMPLARY AND PUNITIVE, OF ANY KIND OR NATURE RESULTING FROM OR ARISING OUT OF THIS AGREEMENT, INCLUDING USE OF OR INABILITY TO USE THE SOFTWARE. IT ALSO APPLIES EVEN IF HASHHUB KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF THE LOSS OR DAMAGES.
HashHub may cancel this Agreement for any reason at any time. Upon termination of this Agreement or termination of the Product for any reason, the license granted herein to the Product shall automatically terminate.
This Agreement sets forth the entire agreement between the parties with regard to the subject matter hereof. No other agreements, representations, or warranties have been made by either party to the other with respect to the subject matter of this Agreement, except as referenced herein.
This Agreement will be construed according to, and the rights of the parties will be governed by, the law of Japan, without reference to its conflict of laws rules, and the Tokyo District Court shall have exclusive primary jurisdiction with respect to all disputes arising with respect thereto. Each party waives any right it may have to assert the doctrine of forum non conveniens or similar doctrine or theory or to object to venue with respect to any proceeding brought in accordance with this Section.
Customer may not assign this Agreement without the prior written consent of HashHub.
If any of the provisions of this Agreement are found or deemed by a court to be invalid or unenforceable, they will be severable from the remainder of this Agreement and will not cause the invalidity or unenforceability of the remainder of this Agreement.
Neither party will by mere lapse of time without giving notice or taking other action hereunder be deemed to have waived any breach by the other party of any of the provisions of this Agreement. Further, the waiver by either party of a particular breach of this Agreement by the other party will not be construed as, or constitute, a continuing waiver of such breach, or of other breaches of the same or other provisions of this Agreement.
The following provisions will survive termination or expiration of this Agreement: Proprietary Rights, Warranties, Indemnity, Exclusion of Remedies and Damages, Termination and General Provisions.