These Terms of Use ("Terms") are entered into between you ("User", "you" or "your") and BlockPI (owned by HYPERWARE TECH LIMITED), and its affiliates and related entities ("BlockPI", "we", "us" or "our"), and govern your access to and use of the website (https://blockpi.io) and its subdomains ("Websites") and any products, software, services, accounts, and tools provided by us through the Websites ("Services").

WE SOLEMNLY REMIND THAT: PLEASE AWARE THAT THE TERMS HEREUNDER CONTAIN IMPORTANT INFORMATION, ANY INDIVIDUAL OR ENTITY WHO ACCESS TO OUR WEBSITES OR SERVICES SHALL BE DEEMED TO HAVE FULLY UNDERSTOOD, ACKNOWLEDGED AND ACCEPTED THE ENTIRE CONTENTS OF THIS AGREEMENT (AS DEFINED BELOW).

1. Acceptance of Terms.

1.1 The Terms set forth the legally binding terms and conditions that govern your access to and use of the Websites and Services in any manner. By accessing or using the Websites and Services, you hereby accept and agree to be bound and abide by the Terms and any other rules or policies that we adopt and publish from time to time, which are incorporated herein by reference (collectively, the "Agreement").
IF YOU DO NOT AGREE TO THE TERMS OR THIS AGREEMENT, YOU SHALL NOT ACCESS OR USE THE WEBSITES OR ANY SERVICES.

1.2 By agreeing this Agreement, you hereby certify that you are at least 18 years of age and use the Websites and Services on your own behalf. In case you are accessing or using the Website and Services on behalf of a company or other legal entity, you hereby represent and warrant that you have the authority to bind that company or other legal entity to this Agreement. In that case, "you" and "your" will also refer to that company or other legal entity.

1.3 The content or information provided on the Websites is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to any laws or regulations, or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access or use the Website and Service from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

2. Eligibility.

By accessing and using the Websites and Services in a manner allowed by us, you acknowledge that (a) you must be over the age of 18 years to use the Websites and Services; (b) you may use the Websites and Services on your own behalf or as duly authorized by a company or other legal entity. If you are duly authorized by that corporate or other legal entity, and that company or other legal entity must be duly constituted, organized and validly existing under the laws of the country of its incorporation with full rights, licenses and permits to conduct businesses in its jurisdiction; (c) you are not sanctioned or enforced by any country or government; (d) you are not bar from accessing to the Websites and Services under applicable law. We may, at our discretion, impose any other eligibility criteria or conditions for any user as we deem appropriate.

3. Account.

We may require that you create an account to access or use the Websites and Services. If we do so, you must provide accurate information about yourself when you create an account and ensure that you update us if that information changes. You must ensure that your login details remain confidential. We will not be responsible for any loss caused by your disclosure of account login details, private key leak or any other reasons. You are responsible for any activity under your account. We reserve the right to terminate or suspend your account at any time when you violate any of the terms and conditions of this Agreement or you fail to provide or update accurate information. You shall comprehend that it takes reasonable time for us to take any actions in accordance with your requirements. We will not be liable for the consequences (including, without limitation, any loss to you) that occur before we take actions.

4. Privacy Policy.

Please refer to our Privacy Policy at https://blockpi.io/privacy-policy for more details on the information about how we collect, use, and disclose your personal data in connection with your access to and use of the Websites and Services. By accessing and using the Websites and Services, you acknowledge that you have read and understood such policies, and your access to and use of the Websites and Services is subject to our privacy policies.

5. Amendments.

We reserve the right, in our sole discretion, to make changes or modifications to these Terms at any time and for any reason. We will alert you to any changes by updating the "Last Updated" date of these Terms, and you waive any right to receive specific notice of each such change. You shall check the amendment of this Agreement and our privacy policies regularly for updates. By continuing to access and use the Websites and Services after such notice is provided or posted, you shall be deemed to accept and agree to such amendments. If you do not agree to any amendment to any of this Agreement, then you shall not access the Websites and Services provided by us anymore.

6. Supporting Documents.

We may require any user to provide any supporting documents, including but not limited to national ID card, passports, and business registration certificates and/or to go through any form of identity authentication, verification, or due diligence processes as we deem appropriate, before enabling any user to access or use the Websites and Services or as a condition to continuing to access and use the Websites and Services.

7. Prohibited Use.

While accessing and using the Websites and Services, you shall not: (i) upload, submit or transmit any content that is illegal, infringing, harmful, offensive or inappropriate in our opinion; (ii) engage in any conduct that offends, interferes with, obstructs or otherwise creates any unpleasant experience of other users; (iii) circumvent or attempt to circumvent any access or functionality restrictions or limitations that are operational in relation to the Websites and Services; (iv) commit any illegal activity or further any illegal activity; (v) permit anyone other than your authorized users (with prior acceptance by us) to access the Websites and Services under your account or on your behalf; (vi) place any unreasonable load on or engage in any network or system attacks (including but not limited to denial of service (DoS) attacks and distributed denial of services (DDoS) attacks) against any of the systems or networks underlying the Websites and Services; (vii) engage in any behavior that may interfere with the proper operation and functioning of the Websites and Services; (viii) imply or state that you are affiliated with or involved in the administration, operation, development or management of the Websites and Services; (ix) use bots or other automated means or methods to access or use the Websites and Services; (x) reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive any non-public information or materials related to the Websites and Services; (xi) access or attempt to access any source code for any purpose; (xii) use any information obtained from the Websites and Services in order to harass, abuse or harm another person; (xiii) use the Websites and Services as part of any effort to compete with us or otherwise use the Websites and Services for commercial purpose; (xiv) harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any service to you; (xv) infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of us or any third party; or (xvi) attempt to do any of the foregoing.

8. Fees and Payment.

8.1 Our services are provided to the public in a fee-based manner. All payment on the Websites or for the Services shall be made in cryptocurrencies, and no legal tender or fiat currency will be accepted. You acknowledge that it is your responsibility to keep your account balance sufficient to continue using our Services, and we will not be liable for any losses arising from your failure of using our Services due to an insufficient balance of your account.

8.2 To enhance the user experience, we may provide different Service Packages on the Websites from time to time at our sole discretion. You shall select and purchase the appropriate Service Package in accordance with your personal needs and actual situation. Please refer to specific description at docs for more details about our Service Packages.

8.3 When you purchase the Service Package, you will be able to select to use the automatic renew function on the Websites. By selecting the auto-renew option, the Service Package that you select will be automatically purchased after the current Service Package is exhausted or expired. You agree that BlockPI or its third-party payment processor may submit and process the payment without your further authorization, unless and until you cancel the auto-renew function. If you select to use or not use the auto-renew function, the selection shall take effect on the next Service Package after the current one is exhausted or expired. You shall ensure that you have sufficient balance in your account for using the auto-renew function, and we will not be liable for any loss due to an insufficient balance of your account.

8.4 You acknowledge and agree that your unused account balance, complimentary credit, or any payment made for purchasing the Service Package or other Services shall be non-refundable. We will not be liable to you for any failure to refund.

8.5 If you agree to use our Services, please read carefully and abide by our relevant rules and policies. We may modify and change the charging standards and methods of the charging services according to actual needs. We will notify or announce the aforesaid modification or change on the Websites, and you waive any right to receive specific notice of such modification or change. If you do not agree to such modifications, changes or payments, you should stop using the Services.

9. Trademarks and Intellectual Property.

9.1 "BlockPI" and our logos, our service names, our slogans are trademarks of BlockPI and may not be copied, imitated, or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Websites and Services are the property of their respective owners. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by us.

9.2 All intellectual property rights on the Websites, any Services and all underlying systems is and remains our property (or our licensors' property). You must not contest or dispute that ownership or the validity of those intellectual property rights. We retain our ownership, right and title (whether in present and future) in and to any data, information, content, or any other materials related to the Websites or Services including all derivative works thereof, that are created, written, published, or delivered by us or by a third party on our behalf. For any data, information, content or properties that you may retain ownership, right and title (whether in present and future) according to any applicable laws or regulations, you agree to grant us a worldwide, non-exclusive, fully paid up, transferable, irrevocable license to use, store, copy, modify, make available and communicate for any purpose in connection with the exercise of our rights and performance of our obligations in accordance with this Agreement.

9.3 By accessing or using the Websites and Services, no right, title, or interest in or to the Websites and Services is transferred to you. All rights are reserved by us.

10. Taxes.

10.1 Fees for our Services do not include any taxes, levies, duties, or similar governmental assessments of any nature, including but not limited to, value-added, sales, use, or withholding taxes assessable by any jurisdiction whatsoever (collectively, "Taxes"). Thus, we do not provide invoice or any documents of similar nature. You are responsible for paying all Taxes in accordance with laws and regulations applicable to you.

10.2 If BlockPI is obligated by law to pay or collect Taxes for which you are responsible, you shall provide us with a prior written notice, and pay that amount to us unless you can provide a valid tax exemption certificate authorized by the appropriate taxing authority. You shall provide us any information that BlockPI reasonably requests to determine whether BlockPI is obligated to collect Taxes. BlockPI will not be liable for any losses arising from your failure of providing any required notice, information, or documents, or of paying any amount of Taxes.

11. Use of Materials.

Except as otherwise indicated elsewhere on the Websites, you may view, download, and print the materials available on the Websites subject to the following conditions: (i) the materials must be used solely for personal, informational, internal, non-commercial purposes; (ii) the materials must not be modified or altered in any way; (iii)the materials must not be distributed; (iv) you must not remove any copyright or other proprietary notices contained in the materials. We reserve the right to revoke the authorization to view, download, and print the materials available on the Websites at any time, and any such use shall be discontinued immediately upon written notice from us, and the rights granted to you constitute a non-exclusive license and not a transfer of title.

12. Third-Party Services.

12.1 We may display information, links and other material on the Websites relating to third-party software, hardware, services, networks, blockchains (whether public or private), websites or other resources (collectively, the "Third-Party Services") for your convenience only. We make no representation, warranty, guarantee or undertaking of any kind in respect of any Third-Party Services, including without limitation as to the effectiveness, security, functionality, operation, reliability, quality, accuracy, validity, legality, or intellectual property rights compliance of any Third-Party Services.

12.2 You agree that your access to and use of such Third-Party Services is governed solely by the terms and conditions made by third parties, and we are not responsible or liable for, and make no representations as to any aspect of such Third-Party Services, including without limitation, their content, or the manner in which they handle, protect, manage or process data or any interaction between you and such third parties. We are not liable for any damage or loss caused or alleged to be caused by or in connection with your access to or use of any such Third-Party Services.

13. No Warranty.

The Websites and Services are provided on the "as is" and "as available" basis without warranty or condition of any kind, either express or implied, including, but not limited to the implied terms of satisfactory quality, merchantability, or fitness for a particular purpose. We make no representation or warranty nor accept any obligation to ensure that: (i) the Websites and Services will meet your requirements; (ii) the Websites and Services will be uninterrupted, timely, secure, or error-free; (iii) the results that may be obtained from the use of the Websites and Services will be effective, accurate or reliable; and (iv) the quality of any Websites or Services will meet your expectations.

14. Submissions.

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Services ("Submissions") provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree that there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

15. Analytics.

By accessing and using the Websites and Services, you understand and accept that we may monitor and analyze your activities, and use, extract, copy and disseminate any of your data, information, and materials (whether in present or future) to help us conduct research, analytics, tests, and future developments in relation to the Websites and Services. You agree that you will not make any claims of any nature whatsoever in relation to the foregoing, including disputing our ability or right to monitor and analyze your activities.

16. Updates and Modifications.

We may correct any errors, inaccuracies, or omissions, and make any improvement, modifications or updates to the Websites and Services from time to time. Your continuing to access and use the Websites and Services is subject to such updates and you shall accept any patches, systems upgrades, bug fixes, feature modifications or other maintenance work that arise out of such updates. We are not responsible or liable for any failure by you to accept and use such updates in the manner specified or required by us.

17. Equipment.

You shall procure your own hardware, software, and other resources for accessing and using the Websites and Services. You are responsible for ensuring that your hardware, software, and other resources are compatible with the system or software requirements of the Websites and Services, and you shall ensure that such equipment will not cause any harm, damage, or threat to the systems, security, and resources of the Websites and Services.

18. Termination.

We may terminate this Agreement at any time without notice to you if we believe, in our sole discretion, that you have breached, or may breach, any term or condition of this Agreement, or for our convenience. Termination of this Agreement does not affect rights or liabilities, which may have accrued or become due prior to the date of termination or the coming into, or continuance in, force of any provision which is expressly or by implication intended to come into or continue to be in force on or after termination.

19. Compliance with Laws.

You agree to comply with all applicable laws, rules, regulations, and any generally accepted practices or guidelines in the relevant jurisdictions (including but not limited to any laws regarding the transmission of data or information to and from the country where you are located at/in or other countries and all applicable privacy and data collection laws and regulations) in connection with your access to and use of the Websites and Services.

20. Indemnification.

To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless BlockPI and our subsidiaries and affiliates, and each of our respective officers, directors, agents, partners and employees (individually and collectively, the "BlockPI Parties") from and against any losses, liabilities, claims, demands, damages, expenses or costs ("Claims") arising out of or related to (a) your access to and use of the Websites and Services; (b) your violation of this Agreement; (c) your violation, misappropriation or infringement of any rights of another (including without limitation intellectual property rights or privacy rights); or (d) your conduct in connection with your access to and use of the Websites and Services. You agree to promptly notify the BlockPI parties of any third-party Claims, cooperate with the BlockPI parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including attorneys' fees). You also agree that the BlockPI will have control of the defense or settlement, at our sole option, of any third-party Claims.

21. Disclaimer.

21.1 You accept and acknowledge that there are risks associated with accessing and using the Websites and Services including, but not limited to, the risk of failure of hardware, software and internet connections, the risk of malicious software introduction and security risks. You accept and acknowledge that BlockPI will not be responsible for any losses, failures, disruptions, errors, distortions or delays you may experience when accessing and using the Websites and Services. We will not be responsible or liable to you for any loss and take no responsibility for and will not be liable to you for your access and use of the Websites and Services.

21.2 This Disclaimer applies to any loss, damage or injury caused by any failure of performance, error, omission, interruption, deletion, defect, transmission blackout, incorrect data transmission, delay in operation or transmission due to internet traffic or otherwise, computer virus or other harmful item, communication line failure, theft or destruction or unauthorized access to, alteration of, or use of record, or for breach of this Agreement, tortious behavior, negligence or under any other cause of action.

22. Confidentiality.

You acknowledge that you may be exposed to data and information including product, technology, business, and strategy information while accessing and using the Websites and Services that are confidential and proprietary to us (collectively, "Confidential Information"). All Confidential Information shall be our sole and exclusive property. You shall not reveal, publish, or otherwise disclose the Confidential Information to any third party without our prior written consent and shall protect the Confidential Information from disclosure by using reasonable care.

23. Dispute Resolution.

23.1 Both parties shall use every effort and attempt to resolve any dispute arising out of or relating to this Agreement through negotiation in the first place.

23.2 If the dispute is not resolved by negotiation within sixty (60) days of receipt of a written invitation to negotiation, the dispute may be referred to binding arbitration by any party and not in a class, representative or consolidated action or proceeding. Both parties agree that the laws of [the Republic of Singapore] govern the interpretation and enforcement of this Agreement. This arbitration provision shall survive termination of this Agreement.

23.3 Any disputes, controversy, difference, or claim arising out of or in connection with or relating to this Agreement, shall be submitted to, and finally resolved by Singapore International Arbitration Centre ("SIAC") under the SIAC Arbitration Rules in force when the notice of arbitration is submitted. The number of arbitrators shall be one (1) to be appointed by the Centre. The arbitration proceedings shall be conducted in English. The decision of the sole arbitrator to any such dispute, controversy, difference, or claim shall be final and binding upon both Parties.

24. Miscellaneous.

24.1 You shall not sell, assign, or transfer any of your rights, duties, or obligations under this Agreement without our prior written consent. Any attempt by you to assign or transfer this Agreement, without consent, will be null and void.

24.2 Nothing herein shall constitute an employment, consultancy, joint venture, or partnership relationship between you and us.

24.3 If any provision of this Agreement is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible, and the other provisions of the Terms will remain in full force and effect.

24.4 This Agreement reflects the entire agreement between the parties relating to the subject matter hereof and supersede all prior agreements, representations, statements, and understandings of the parties.

24.5 The section titles in this Agreement are for convenience only and have no legal or contractual effect.

24.6 Any notices or other communications provided by us under this Agreement, including those regarding modifications to this Agreement, may be given by posting to the Websites, blog or through other communications (such as Twitter, Telegram, Discord, or other channels).

24.7 Our failure to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of BlockPI. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.

25. Contact Information.

If you have any questions with respect to this Agreement or the Websites and Services, please contact [email protected].