PLEASE READ THE FOLLOWING TERMS AND CONDITIONS (THE “TERMS”), WHICH ALONG WITH OUR PRIVACY POLICY AND ALL SUPPLEMENTAL TERMS THAT MAY BE PRESENTED TO YOU FOR YOUR REVIEW AND ACCEPTANCE (COLLECTIVELY, THE “AGREEMENT”) CONSTITUTE THE AGREEMENT BETWEEN YOU OR ANY ENTITY ON WHOSE BEHALF YOU ACCESS OR USE THE SERVICES (“USER” OR “YOU”), AND HEIMDALL LABS, INC. (“PREDICATE”). THIS AGREEMENT REPRESENTS THE ENTIRE AGREEMENT CONCERNING THE SERVICES BETWEEN THE PARTIES AND IT SUPERSEDES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING BETWEEN THE PARTIES. PREDICATE AND USER ARE HEREINAFTER JOINTLY DEFINED AS THE “PARTIES” OR INDIVIDUALLY A “PARTY”.
BY ACCESSING OR USING OR SUBSCRIBING TO USE THE SERVICES, YOU ARE ACCEPTING AND AGREEING TO BE BOUND BY AND TO COMPLY WITH THESE TERMS. YOU AGREE TO THESE TERMS PERSONALLY AND ON BEHALF OF ANY COMPANY OR OTHER LEGAL ENTITY THAT YOU REPRESENT OR THAT YOU NAME AS THE USER WHEN YOU CREATE AN ACCOUNT FOR THE SERVICE. WHEN INTEGRATING WITH THE PREDICATE MIDDLEWARE (THE “SERVICES”). YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THIS AGREEMENT AND TO BIND ANY SUCH COMPANY OR LEGAL ENTITY TO THIS AGREEMENT. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THIS AGREEMENT, YOU MAY NOT ACCESS AND/OR USE THE SERVICES.
Predicate may change these Terms from time to time at its sole discretion, and if it makes any material changes, it will update the date at the top of these Terms and maintain a current version on its website. All modifications will be effective when they are posted, and your continued accessing or use of any of the Services will serve as confirmation of your acceptance of those modifications. If you do not agree with any modifications to these Terms, you must immediately stop accessing and using all of the Services.
If you have any queries in relation to the Services, please contact us at contact@predicate.io.
ARTICLE I: DEFINITIONS AND RULES OF INTERPRETATION
The terms defined in this Section, whenever used in these Terms shall have the meanings set forth below:
"Governmental Authority" means any nation or government, any state or other political subdivision thereof, any entity exercising legislative, judicial or administrative functions of or pertaining to government, including, without limitation, any government authority, agency, department, board, commission or instrumentality, and any court, tribunal or arbitrator(s) of competent jurisdiction, and any self- regulatory organization.
"hereof," "herein," "hereunder," "hereby" and words of similar import will, unless otherwise stated, be construed to refer to these Terms as a whole and not to any particular provision of these Terms.
"include(s)" and "including" shall be construed to be followed by the words "without limitation" unless the context requires otherwise.
"Laws" means all laws, statutes, legal requirements, guidance, ordinances, rules, rulings, regulations, judgments, injunctions, orders and decrees enacted, promulgated or issued by any Governmental Authority.
"or" shall be construed to be the "inclusive or" rather than "exclusive or" (i.e., shall be read as "and/or") unless the context requires otherwise.
"Person" means an individual or legal entity or person, including a government or political subdivision or an agency or instrumentality thereof.
"Token" means any amount (including any fractional amount) of an intangible asset that is created and stored in digital format on a blockchain.
The parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of these Terms.
ARTICLE II. PREDICATE SERVICES
Section 2.1 Services. The Predicate Network functions as a network that simplifies transaction prerequisites, allowing application owners to specify certain rules and policies that must be satisfied before a transaction is submitted on a public blockchain. The Predicate Network is composed of: (1) Operators, a permissioned set of entities that are responsible for validating that transactions adhere to an Application’s policy; (2) Applications, which are all of the components that comprise a product and/or protocol where a policy has been defined establishing the rules governing a transaction’s acceptance by the product and/or protocol; (3) Information Providers, which are responsible for offering the services used within Application policies (e.g., anomaly detection engines, ZK proof providers, risk score); and (4) Middleware. The Services represent the Middleware, off-chain infrastructure maintained by Predicate, responsible for broadcasting transactions to Operators and aggregating their signatures.
Section 2.2 Conditions Precedent to Predicate's Obligations to Perform Services. Predicate shall not have any obligation to provide the Services at any time if the representations and warranties of User set forth in Article III hereinafter are not accurate and not complete. User acknowledges and agrees that the Services provided by Predicate are novel, experimental, and speculative, and that there is significant uncertainty regarding the application of existing Law to the Services. Predicate may terminate the Services at any time. Operators must be approved by Predicate and may be terminated as a User at any time in Predicate’s sole discretion.
Section 2.3 Third Party Services and Content. By using the website (predicate.io), the User may also be using the resources, including products, services or content, and links contained in advertisements, banner advertisements, and sponsored links of one or more third parties (such third party resources or linking shall be referred to herein as the “Third Party Services”). Third Party Services are provided for the User’s convenience only and the availability of Third Party Services does not constitute an endorsement by Predicate of the same. Third Party Services are not under Predicate’s control and, as such, are not considered part of our Services. Predicate makes no representation or warranty regarding any Third Party Service, including its availability, security, or suitability for use with or in conjunction with Predicate’s Services. Any proprietary right or interest to any Third Party Service and any content provided therein belongs to that third party provider subject to any right or license User may hold as to such Third Party Service. If you decide to access or use a Third Party Service, your activity and use is governed by the Third-Party Service’s terms and conditions, not by those of Predicate.
ARTICLE III: REPRESENTATIONS AND WARRANTIES OF USER
Section 3.1 Status. If User is an individual, User is of legal age in the jurisdiction in which User resides (e.g., 18 years old in the United States) and is of sound mind and body. If User is a business entity, User is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized, and has all requisite power and authority for a business entity of its type to carry on its business as now conducted.
Section 3.2 Power and Authority. User has all requisite capacity, power, and authority to accept the terms and conditions of these Terms and to carry out and perform its obligations under these Terms. These Terms constitute a legal, valid, and binding obligation of User enforceable against User in accordance with its terms.
Section 3.3 User-Specific Representations. Users of the Services may be Operators, Applications, and/or Information Providers.
Operators have the technical capability and knowledge to successfully validate transactions as instructed by the Application’s specified policy.
Applications are responsible for defining the rules of their policy and have any and all necessary consents and/or approvals from, and have made any and all required disclosures to, their end users that may be required to implement the policy.
Information Providers have any and all necessary consents and/or approvals from, and have made any and all required disclosures to, their end users that may be required to implement an Application’s policy.
Section 3.4 No Conflict; Compliance with Law. User entering into these Terms does not constitute, and would not reasonably be expected to result in (with or without notice, lapse of time, or both) a breach, default, contravention or violation of any Law, regulation, decree or legal restriction, tax regulation or obligation, or any order or judgment of any court or other agency of government applicable to User, or contract or agreement to which User is a party or by which User is bound. User confirms in particular that it will fully comply with all applicable laws and regulations.
Section 3.4 Persons Subject to Sanctions Restrictions. User is not, and is not owned or controlled by, or acting on behalf of, any other Person who is, identified on any list of prohibited parties under any applicable Law or by any applicable Governmental Authorities, such as, for example, the lists maintained by the United Nations Security Council, Switzerland’s State Secretariat for Economic Affairs SECO, the U.S. government (including the Office of Foreign Assets Control of the U.S. Department of the Treasury’s Specially Designated Nationals and Blocked Persons list), and the European Union (EU) or its member states. User warrants he is not, and is not owned or controlled by, or acting on behalf of, any other Person who is, located, ordinarily resident, organized, established, or domiciled in areas subject to comprehensive trade embargoes. User's Tokens are not derived from, and do not otherwise represent the proceeds of, any activities done in violation or contravention of any Law. Predicate has the right, and may have a legal responsibility, to suspend or terminate services with Users subject to such sanctions restrictions.
Section 3.5 Non-Reliance. User is knowledgeable, experienced and sophisticated in using and evaluating the Services and similar technologies. User has conducted its own thorough independent investigation and analysis of the Services and the other matters contemplated by these Terms in determining to use the Services and enter into these Terms, and has not relied upon any information, statement, omission, representation or warranty, express or implied, written or oral, made by or on behalf of Predicate. It’s the Users responsibility to configure their information technology in order to access the Services.
Section 3.6 Prohibited Activity. User agrees to use the Services for its intended purpose and will not engage in, or attempt to engage in, (i) making commercial use of it or any of its content without express permission; (ii) hacking, gaining unauthorized access or introducing any kind of malicious code to it; (iii) reverse engineering or decompile (whether in whole or in part) any software available through it; (iv) making copies, modify, reproduce, transmit, alter or distribute all or any part of the Services or any material or information contained in it; (v) use them for any purpose that is unlawful; or (vi) use them in any manner that disrupts their operation.
ARTICLE IV: INTELLECTUAL PROPERTY RIGHTS
All rights to the Services are either the property of Predicate or are open source software. Any existing intellectual property rights such as copyrights, trademark rights and other intellectual property rights are the exclusive property of Predicate. This content may only be used by the User in connection with the use of the Services and may not otherwise be downloaded, copied, reproduced, distributed, transmitted, broadcast, demonstrated, sold, licensed or used for any other purpose without the prior written consent of Predicate.
ARTICLE V: LIMITED WARRANTY OF PREDICATE
Predicate represents and warrants to the User that it shall use commercially reasonable efforts to provide the Services without introducing errors or otherwise corrupting any data submitted by the User. The User acknowledges and agrees that except as set forth in these Terms, the Services are provided on an "as is" basis with all faults and without warranty of any kind.
Predicate makes no representation or warranty that the Services will comply with any obligations that User may have under any applicable Laws, rules, regulations, or similar obligations and Predicate shall not have any liability or be responsible for any damages, liabilities, losses, costs, out-of-pocket costs or expenses (including attorneys’ fees), whether direct, indirect, special, incidental, consequential, punitive or otherwise of any kind arising out of, in connection with or relating to the User’s compliance with any obligations under any applicable laws, rules, regulations, or similar obligations. Without limiting the foregoing, Predicate does not represent or warrant that (i) the Services will be error free, uninterrupted or available at all times; or (ii) that the Services will remain compatible with, or operate without interruption on, any equipment provided by User. User acknowledges and agrees that technical problems may prevent Predicate from providing all or any part of the Services and except as set forth in the first sentence of this Section, Predicate makes no warranties and the User receives no warranties, whether express, implied or statutory, regarding or relating to the Services and Predicate hereby specifically disclaims, overrides and excludes to the fullest extent permitted by Law, all implied warranties of merchantability, satisfactory quality, fitness for a particular purpose and all other warranties, conditions, other contractual terms, representations, indemnities and guarantees with respect to the Services, whether express, implied or statutory, arising by Law, custom, prior oral or written statements by Predicate or any of its agents or affiliates or otherwise (including but not limited to, as to title, satisfactory quality, accuracy, completeness, uninterrupted use, noninfringement, timeliness, truthfulness, sequence and any implied warranties, conditions and other contractual terms arising from transaction usage, course of dealing or course of performance).
ARTICLE VI: LIMITATIONS OF LIABILITY AND INDEMNIFICATION
User acknowledges and agrees that Predicate shall, to the extent permitted by Law, not have any liability in or be responsible for any damages, liabilities, losses, costs, out of pocket costs or expenses (including attorneys' fees), whether direct, indirect, special, incidental, consequential, punitive or otherwise of any kind (including, without limitation, any loss of revenue, loss of actual or anticipated profits, loss of contracts, loss of the use of money, loss of anticipated savings, loss of business, loss of opportunity, loss of goodwill, loss of reputation or loss of, damage to or corruption of data), in each case arising under or related to claims of breach of contract, tort, including negligence, strict liability, negligent misrepresentation, restitution, breach of statutory duty or any other cause of action whatsoever with respect to these Terms, the Services, or any other matters contemplated hereby.
TO THE EXTENT PERMITTED BY LAW, AND EXCEPT FOR EACH PARTY’S LIABILITY FOR BREACH OF CONFIDENTIALITY OBLIGATIONS UNDER ARTICLE IX, IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY RELATING TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY CUSTOMER TO PREDICATE HEREUNDER IN THE 12 MONTHS PRECEDING THE DATE ON WHICH THE FIRST CLAIM GIVING RISE TO LIABILITY AROSE. MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMITATION.
Notwithstanding anything to the contrary herein and without limiting the foregoing, User acknowledges and agrees, that Predicate shall not be held liable for: any loss or theft of Tokens including, but not limited to private keys; transaction errors done by the User; late execution or settlement of any transaction whatsoever; the incorrect booking of transactions or the presence of an error in ordering the booking of transactions in a blockchain; any security breach or weakness, bug, of any kind for a digital asset; any security breach or weakness, bug, of any kind in the technology stacks used including but not limited to programming languages and open-source libraries; any configuration or installation errors by the User.
Predicate makes no warranties or representations, express or implied, about linked Third Party Services, assets available through them, or the suitability, privacy, or security of their products or services. User acknowledges sole responsibility for and assumes all risk arising from the use of Third Party Services, third-party websites, applications, or resources. Predicate shall not be liable under any circumstances for damages arising out of or in any way related to software, products, services, and/or information offered or provided by third-parties and accessed through any of the Services.
User agrees to indemnify and hold Predicate harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of an (a) any Application’s policy and its data protection/privacy practices, (b) Information Provider’s implementation of any policy and its data protection/privacy practices, and (c) Operator’s validation of any transaction.
ARTICLE VII: CLASS ACTION WAIVER
To the extent permissible by law, all claims must be brought in a party’s individual capacity, and not as a plaintiff or class member in any purported class, collective action, or representative proceeding (collectively, “class action waiver”). Any arbitrator may not consolidate more than one person’s claims or engage in any class arbitration. User acknowledges that, by agreeing to these terms, User and Predicate are each waiving the right to participate in a class action.
ARTICLE VIII: MANDATORY MEDIATION & ARBITRATION
By voluntarily accepting these Terms, User and Predicate agree to the fullest extent permitted by law to resolve any claims arising out of, relating to, or in connection with the Terms or the Services, including but not limited to use of the Services, through final and binding mediation and arbitration.
Any unresolved dispute or controversy arising from or relating to these Terms shall be mediated by both parties prior to any party pursuing any other legal or equitable remedy in any other forum whatsoever (the "Mediation"). All such Mediations shall be conducted through the platform provided by New Era ADR, Inc. (https://app.neweraadr.com/) (the "New Era Platform") in accordance with its rules and procedures by a professional neutral(s) with substantial experience in mediating and resolving commercial disputes (the "Neutral"). The Neutral shall be chosen in accordance with the rules and procedures of the New Era Platform.
If and only if any such unresolved dispute or controversy arising from or relating to these Terms is not finally settled through Mediation, such unresolved dispute or controversy shall be finally resolved by binding arbitration through the New Era Platform in accordance with its rules and procedures for Virtual Expedited Arbitrations. The Neutral shall be chosen in accordance with the rules and procedures of the New Era Platform.
The parties will bear costs as provided for under these Terms in accordance with the rules and procedures of the New Era Platform for Virtual Expedited Arbitrations. The prevailing party may be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys' fees and all other expenses) incurred in connection with the Arbitration, at the Neutral's discretion.
ARTICLE IX: CONFIDENTIALITY
“Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including all copies thereof. Confidential Information of Customer includes Customer Data. Confidential Information of Predicate includes the Service (including its software and content, other than Customer Data). Confidential Information of each Party also includes the terms of this Agreement. However, Confidential Information will not include any information that: (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party without use of or reliance on the Confidential Information of the Disclosing Party.
The Receiving Party will: (a) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care); (b) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; and (c) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of the Receiving Party’s and its Affiliates’ employees, contractors, and agents who need such access for purposes consistent with this Agreement and who are subject to confidentiality obligations at least as restrictive as those herein. The Receiving Party will provide prompt written notice to the Disclosing Party of any unauthorized use or disclosure of the Disclosing Party’s Confidential Information. Upon request of the Disclosing Party during the Term, the Receiving Party will promptly return, or at the Disclosing Party’s option destroy, any or all Confidential Information of the Disclosing Party in the Receiving Party’s possession or under its control.
The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided that the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's expense, if the Disclosing Party wishes to contest the access or disclosure.
ARTICLE X: MISCELLANEOUS
Section 10.1 Governing Law. These Terms shall be governed by and construed in accordance with the substantive laws of Delaware excluding its conflict of law provisions.
Section 10.2 Successors and Assigns.
These Terms shall inure to the benefit of the parties, and their respective permitted successors, permitted assigns, permitted transferees and permitted delegates and shall be binding upon all of the foregoing persons and any Person who may otherwise succeed to any right, obligation or liability under these Terms by operation of Law or otherwise.
Except as set forth in these Terms, no rights, obligations or liabilities of User may be assigned, transferred or delegated to any Person without the prior written consent of Predicate. Predicate may freely assign, transfer or delegate its rights, obligations and liabilities under these Terms to the maximum extent permitted by applicable Law.
Section 10.3 Entire Terms. These Terms constitute the entire terms between the parties relating to the subject matter hereof and supersedes all prior or contemporaneous agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.
Section 10.4 Severability. Should any part or provision of these Terms be held to be invalid by any competent court, governmental or administrative authority having jurisdiction, the other provisions of these Terms shall nonetheless remain valid. In this case, the Parties shall endeavour to negotiate a substitute provision that best reflects the economic intentions of the Parties without being unenforceable, and shall execute all agreements and documents required in this connection. The same shall apply if and to the extent that these Terms are found to contain any gaps or omissions.
Section 10.5 Notices. Predicate may provide any notice to the User under these Terms using commercially reasonable means, including using public communication channels. Notice provided by using public communication channels will be effective upon posting.
Section 10.6 Force Majeure. Predicate shall not incur any liability or penalty for not performing any act or fulfilling any obligation hereunder by reason of any occurrence that is not within its control (including any provision of any present or future law or regulation or any act of any Governmental Authority, any act of God or war or terrorism, or the unavailability, disruption or malfunction of the Internet, the World Wide Web or any other electronic network, the Network or any aspect thereof, or any consensus attack, or hack, or denial-of-service or other attack or on the Network or any aspect thereof). It being understood that Predicate shall use commercially reasonable efforts, consistent with accepted practices in the industries in which Predicate operates, as applicable, to resume performance as soon as reasonably practicable under the circumstances.
Section 10.7 Relationship of the Parties; Third-Party Beneficiaries. The Parties are independent contractors and this Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. There are no third-party beneficiaries to this Agreement.
Section 10.8 No Waiver. No failure on the part of any Person to exercise any power, right, privilege or remedy under these Terms, and no delay on the part of any Person in exercising any power, right, privilege or remedy under these Terms, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. No Person shall be deemed to have waived any claim arising out of these Terms, or any power, right, privilege or remedy under these Terms, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such Person; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.
