Terms of Service

Version 1.0 – Updated May 2019

Centrality Terms of Service Agreement

 

Introduction
THIS TERMS OF SERVICE AGREEMENT (the “Agreement“) is made between Centrality Limited (“Company“) and any person (“User“) who completes the process to download, use, access, install or operate (together, “use”) any software, data processing service, application, communication service, or other code or content created or offered by or on behalf of Company (together, “Software”).

Company and User are collectively referred to as the “Parties” (which term includes their successors in title and permitted assignees).

This version of the Agreement supersedes any previous version of the Agreement between the Parties.

 

Please read this Agreement carefully.

By clicking the acceptance button or using any part of the Software, User expressly and unconditionally consents to be bound by all of the terms of this Agreement, as updated from time to time, and without limitation accepts the Key Risks of Use in clause 2. If User does not agree to all of the terms of this Agreement, or accept the Key Risks of Use, User must not use any part of the Software.

 

1. Service Terms

a. Description. The Software functions as free, open source software licensed to User in accordance with clause 10 (Intellectual Property). For the purposes of this Agreement it includes the following applications and functionality:

• UNfrastructure – a gateway to the CENNZnet network for any user who does not wish to run his or her own node.
• UNcover – a blockchain explorer that provides users with access to CENNZnet data.
• Developer portal – an access point to a library of open source code, tools, learning resources and support.
• rUN node – a secure wallet to manage and store certain digital assets, including CENNZ, and to stake CENNZ tokens to participants in the network.

For the avoidance of doubt, by providing the Software on the terms of this Agreement, Company is not and does not purport to be a financial service provider, financial intermediary or custodian of any of the User’s digital property including any CENNZ or any other cryptocurrency or digital asset.

b. User eligibility: User is only permitted to use the Software if User gives the representations, warranties and undertakings to Company set out in clause 4 (User Representations and Undertakings etc) on an unqualified basis at all times while User uses any part of the Software.

c. No guarantee or warranties: While the Software has undergone beta testing and continues to be improved by feedback from the developer community, open-source contributors and beta-testers, Company cannot guarantee there will not be bugs in the Software. User acknowledges that User’s use of this Software is entirely at User’s risk and discretion.

d. User accepts terms of Agreement: User acknowledges that User’s use of the Software must be in compliance with the terms of this Agreement, as updated from time to time, and all applicable laws.

e. User accepts risks of use. User accepts the risks of use of the Software, including without limitation the key risks described in clause 2 below, and absolves Company of any responsibility or liability for those risks to the extent permitted by mandatory applicable law.

f. Equipment. User shall be solely responsible for providing, maintaining and ensuring compatibility with the Software, all hardware, software, electrical and other physical requirements for User’s use of the Software, including, without limitation, telecommunications and internet access connections and links, web browsers or other equipment, programs and services required to access and use the Software.

This provision does not limit the other terms of this Agreement, including clauses 2 (Key Risks of Use), 6 (Disclaimer of Warranties) and 7 (Limitation of Liability) below.

2. Key Risks of Use

a. Private key risk. Company is not responsible for transferring, safeguarding, or maintaining private keys or passwords, CENNZ or any other cryptocurrency or digital assets. If User and/or any co-signing authorities lose, mishandle, or have stolen associated private keys, or if User’s co-signers refuse to provide requisite authority, User may not be able to recover User’s CENNZ or any other cryptocurrency or digital assets. In addition, if User forgets his or her password or private keys or otherwise loses access to User’s cryptocurrency wallet or private keys and has not separately stored a backup of User’s cryptocurrency wallet or backup recovery seed phrase(s) and corresponding password(s), any CENNZ or any other cryptocurrencies or digital assets User has associated with that cryptocurrency wallet will become inaccessible. Company cannot replace lost CENNZ or other lost cryptocurrency or digital assets, nor retrieve or reset User’s private keys or passwords.

b. Inaccessibility of Software. From time to time the Software may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which Company or its third party service providers may undertake from time to time; or (iii) causes beyond the control of Company or which are not reasonably foreseeable by Company including due to issues with underlying protocols.

c. Bugs and delays. The Software may contain bugs or errors. This may cause it to crash or to lag, including while staking, which can result in loss of CENNZ or other cryptocurrency or digital assets by User. In addition, transactions may be delayed resulting in loss of CENNZ or any other cryptocurrency or digital asset transactions facilitated by the Software.

d. Underlying protocols and forks. Company is not responsible for operation of the protocols underlying the Software and makes no guarantee of their functionality, security, or availability. The underlying protocols are subject to sudden changes in operating rules (“forks”), which may materially affect the value, and/or function of the CENNZ or any other cryptocurrency stored by User. In the event of a fork, Company may temporarily suspend operations (with or without notice to User) and Company may, in its sole discretion, (a) configure or reconfigure its systems or (b) decide not to support (or cease supporting) the forked protocol entirely, provided, however, that User will have an opportunity to withdraw funds. User acknowledges and agrees that Company assumes absolutely no responsibility whatsoever in respect of an unsupported branch of a forked protocol.

3. User Representations and Undertakings (etc)

a. User representations etc. User represents, warrants and undertakes to Company that:

(i) User is over the age of eighteen (18) and has the power and authority to enter into and perform User’s obligations under this Agreement;
(ii) User is in trade and will not use the Software (other than the rUN wallet) for personal, domestic or household use or consumption (and for this purpose, “trade” means any trade, business, industry, profession, occupation, activity of commerce, or undertaking relating to the supply or acquisition of goods or services);
(iii) All information, if any, provided by User to Company is truthful, accurate and complete and User will promptly provide updated information to Company as necessary to ensure it remains accurate and complete or if Company requires additional information to comply with its legal obligations;
(iv) User will comply with all laws and regulations of any applicable jurisdiction with regard to the User’s use of the Software;
(v) User shall not engage in any Prohibited Use (as defined in clause 5 below) and shall comply with all terms and conditions of this Agreement (as updated, amended or replaced from time to time);
(vi) User understands that if User modifies the Software, User is fully responsible for any liabilities arising in connection with such modifications; and
(vii) User warrants to Company that User’s use of the Software is not subject to the law of any jurisdiction which prohibits any term of this Agreement, including without limitation clauses 6 (Disclaimer of Warranties) and 7 (Limitation of Liability) which are fundamental terms.

b. User responsible. User confirms that User is solely responsible for the security, confidentiality and integrity of all information and content that User receives, transmits through or stores on the Software. User shall be solely responsible for any authorized or unauthorized access to any account of User by any person. In addition, User is solely responsible for safekeeping User’s passwords, PINs, private keys, redemption keys, shielded vending keys, backup recovery seed phrases, passcodes and any other codes User uses to access the Software or any CENNZ, voucher, or other cryptocurrency unit or digital asset.

c. User confirmations. User also confirms that User accepts the risks of using the Software and accepts the terms of this Agreement on an unqualified basis.

d. User acknowledgment. User understands that User’s right to use the Software is conditional upon User giving the above representations, warranties, undertakings and confirmations to Company on an unqualified basis, in accordance with clause 1(b) above.

4. Prohibited Use

a. Prohibited use. User understands that it is prohibited to use the Software for or in connection with the following purposes (each a “Prohibited Use”):

(i) To disseminate, store or transmit unsolicited messages, chain letters or unsolicited commercial email;
(ii) To disseminate or transmit material that is illegal or incites violent or terrorist activity or which, to a reasonable person, may be abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening or malicious;
(iii) To disseminate, store or transmit files, graphics, software or other material that actually or potentially infringes the copyright, trademark, patent, trade secret or other intellectual property right of any person;
(iv) To create a false identity or to otherwise attempt to mislead any person as to the identity or origin of any communication;
(v) To export, re-export or permit downloading of any message or content in violation of any export or import law, regulation or restriction of the any applicable jurisdiction, or without all required approvals, licenses or exemptions;
(vi) To interfere, disrupt or attempt to gain unauthorized access to other accounts on the Software or any other computer network;
(vii) To disseminate, store or transmit viruses, trojan horses or any other malicious code or program; or
(viii) To engage in illegal or terrorist activity in any jurisdiction or incite others to do the same.

b. User solely responsible. User agrees that Company has no obligation to monitor User’s use of the Software or to notify User if any act of User amounts to a Prohibited Use.

c. Consequences of engaging in any Prohibited Use. Company may block User from using the Software if it believes in good faith that User is engaging in any Prohibited Use. Company does not need to provide any prior notice or explanation if it invokes this right.

5. Termination

This Agreement is effective upon User’s first use of the Software and shall continue in full force and effect so long as User engages in any use of the Software, subject to clause 12(d) (Terms survive use) below. Company reserves the right, in its sole discretion and without notice, at any time and for any reason, to: (a) remove or disable access to all or any portion of the Software; and/or (b) suspend User’s access to or use of all or any portion of the Software; and/or (c) terminate this Agreement or the licence granted under clause 10 (Intellectual Property).

6. Disclaimer of Warranties

a. No warranties. The Software is provided “as is” without warranty of any kind, express or implied to the extent permitted by mandatory law. Use of the Software is at User’s sole risk. Company does not warrant that the Software will be uninterrupted or error free, nor does Company make any warranty as to any results that may be obtained by use of the Software. Company makes no other warranties, express or implied and expressly disclaims any warranty of merchantability, warranty of suitability for a particular purpose, warranty of title, or warranty of non-infringement to the extent permitted by mandatory law.

b. Contracting out of the Fair Trading Act. The Parties hereby agree (a) that the Software is supplied and acquired in trade; (b) to contract out of sections 9, 12A, 13, or 14(1) of the Fair Trading Act 1986 (NZ) (or their equivalent terms in any successor or analogous legislation if permitted by it); and that it is fair and reasonable given the terms of this Agreement that this provision bind the Parties. Please note: This provision does not apply to the extent User uses the Software, such as the wallet, for personal purposes.

7. Limitation of Liability

In no event shall Company, nor any of its shareholders, directors, officers, employees, independent contractors, advisers, affiliates or agents, or any of its or their respective service providers (together, “Relevant Parties” and each a “Relevant Party”) be liable to User or to any third party or other person for any claim, damages or other liability, whether in an action of contract, tort or otherwise, arising from or in any way related to User’s use of the Software, including any Prohibited Use.

Without limiting the foregoing, in no event will Company nor any other Relevant Party be liable to User or to any third party or other person for any use, interruption, delay or inability to use the Software, lost revenues or profits, delays, interruption or loss of services, loss of reputation, business or goodwill, loss or corruption of data, loss resulting from system or system service failure, malfunction, crashing or shutdown (including while staking), failure to accurately transfer, read or transmit information, failure to update or provide correct information, system incompatibility or provision of incorrect compatibility information or breaches in system security, or for any consequential, incidental, indirect, exemplary, special or punitive damages, whether arising out of or in connection with this Agreement, breach of contract, tort (including negligence) or otherwise, regardless of whether such damages were foreseeable and whether or not Company or any other Relevant Party was advised of the possibility of such damages.

In the event that this provision (or part of it) is prohibited by any law applicable to User or to User’s use of any Software, User must not use the Software in which case User’s sole and exclusive remedy shall be for User to discontinue use of the Software.

8. Indemnification

User hereby indemnifies, holds harmless and defends Company, its shareholders, directors, officers, employees, independent contractors, advisers, affiliates and agents (together “Indemnified Parties” and each an “Indemnified Party”) from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorney’s fees, asserted by any person, arising out of or relating to: (a) this Agreement; (b) User’s use of any Software, including any data or work transmitted or received by User; and (c) any Prohibited Use engaged in by User.

9. Intellectual Property

a. Ownership of Software. As between Company and User, Company owns the Software (but this does not limit clause 6 (Disclaimer of Warranties).) Company retains all right, title, and interest in and to all of Company’s brands, logos, and trademarks.

b. Licence. Company grants User a licence right to use the Software strictly on the terms of this Agreement. The licence terminates with immediate effect if User breaches any term of this Agreement.

 

10. Privacy, tracking and analytics tools

a. User personal information and privacy. Company does not require User to provide any personal information in order to use the Software. To the extent that Company receives any information from or about a User which relates to a living, identifiable individual, Company will not deal with or disclose that information except in accordance with mandatory applicable law and (i) to protect and defend the rights or property of Company; (ii) to administer or enforce the terms of this Agreement; (iii) to protect the interests of users of the Software other than User or any other person; or (iv) to operate or conduct maintenance and repair of Company’s services or equipment, including the Software.

b. Tracking and analytics. Company uses Google Analytics (the analysis service of Google Inc. (“Google”)) to understand how Company’s Software and web resources perform and how they are used. Google Analytics uses “cookies” to collect anonymous information about users, such as (but not limited to) the data on how many people visited a website, which pages they chose to explore and how long did they stay on the website. In the context of Users or the Software, Google may be able to identify a User’s IP address and country. To learn more about how Google processes User data, please visit https://www.google.com/policies/privacy/. To opt out of Google Analytics please visit https://tools.google.com/dlpage/gaoptout.

c. User acknowledgements. User acknowledges parts (a) and (b) of this clause. User acknowledges that neither Company nor any other Relevant Person is responsible for third-party tracking technologies including cookies and web beacons nor for the data collected by Google. User also understands that User’s IP address is transmitted and recorded with each message or other information User sends from or using the Software.

11. Miscellaneous

a. Amendment. Company has the right, at any time and without notice, to add to or modify the terms of this Agreement where it considers it needs to do so for legitimate business purposes or to comply with applicable law, by publishing the amended Agreement on our website and, if practicable to do so in Company’s opinion, by delivering such amended terms to User by electronic message through any medium including any address provided to Company by User. User’s access to or use of the Software after the date on which such amended terms are published on Company’s website or delivered to User (whichever is the first to occur) shall be deemed to constitute acceptance of such amended terms by User.

b. Severance. If any provision or part-provision of this Agreement is, or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Article shall not affect the validity and enforceability of the rest of this Agreement.

c. Entire Agreement – Disclaimer of Reliance. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements or understandings between the Parties. Each Party expressly warrants and represents that: a) it has authority to enter this Agreement; and b) it is not relying upon any statements, understandings, representations, expectations or agreements other than those expressly set out in this Agreement.

d. Terms survive use. This Agreement will continue to apply after User ceases using the Software to the extent Company reasonably considers necessary or desirable.

e. No agency. Company is not User’s agent, associate, or representative for any purpose.

f. Assignment and transfer. Company is permitted to assign its rights or transfer its rights and obligations under this Agreement to any person. User may not assign or transfer its right or obligations to any person without Company’s prior written consent which may be withheld in its discretion.

g. Consent to receive electronic communications. User consents for all purposes to receive in electronic form or via electronic process any communications, agreements, documents, or disclosures that Company may or must provide in connection with the Software from time to time.

h. Taxes and fees: Any and all currency conversion charges, third party fees, sales, use, value-added, personal property or other tax, duty or levy of any kind, including interest and penalties thereon, whether imposed now or hereinafter by any governmental entity fees incurred by User by reason of User’s use of the Software shall be the sole responsibility of User.

 

12. Governing law and jurisdiction

a. New Zealand law applies. This Agreement is governed by, and is to be construed in accordance with, New Zealand law. Each Party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New Zealand. This clause operates subject to clause 13(b) (Arbitration).

b. Arbitration. The Parties unconditionally and irrevocably agree that any dispute or disagreement arising out of or in connection with this Agreement and the provision or use of the Software will be settled by binding arbitration by a sole arbitrator in accordance with the New Zealand Arbitration Act 1996 and its amendments and the AMINZ Arbitration Rules current at the time arbitration is commenced. The place of arbitration will be Auckland and the law applicable to the arbitral proceedings and the matters in dispute will be New Zealand law. The language of the arbitration shall be English.