7/18/17

Software User Agreement and Terms of Tokens Use

This Software User Agreement and Terms of Tokens Use (the “Agreement”) defines terms of use of CAT smart contract and tokens on the decentralized distributed Ethereum blockchain (hereinafter the “Network”). In order to use the Network, the User (as defined below) must be at least 18 years old.

1. Nature and Use of Smart Contract and Tokens.

CAT smart contract (hereinafter ‘smart contract’ or ‘software’) is a software deployed and working on the decentralized distributed Ethereum blockchain (hereinafter ‘Network’)Network at the address [TBA].

This software was initially developed and deployed by BitClave Pte. Ltd. (the “Company”).

CAT tokens (hereinafter ‘tokens’) are part of the software and ensure its interaction with the Network.

By using the smart contract, including its tokens, you expressly acknowledge and represent that you (hereinafter ‘User’ or ‘you’) carefully have reviewed and accepted this agreement between you as a User and the Company and you agree to be bound by the terms and conditions set out below.

This agreement is deemed to be concluded in the Republic of Singapore between you and the Company on the date and time you start using the Software.

2. Disclaimer and Limitation of Liability.

THE SOFTWARE, INCLUDING TOKENS IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN NO EVENT SHALL THE AUTHORSCOMPANY OR COPYRIGHT HOLDERSANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (HEREINAFTER “COMPANY PARTIES”) BE LIABLE FOR ANY CLAIMCLAIMS, DAMAGES OR OTHER LIABILITYLIABILITIES, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR TOKENS, OR THE USE OR OTHER DEALINGS IN THE SOFTWARE OR TOKENS. IN NO EVENT SHALL THE COMPANY PARTIES BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH USE OF THE SOFTWARE OR THE NETWORK.

3. Purpose of the Smart Contract and Tokens.

The tokens are to be used in the BitClave ecosystem and its software API for connecting customers and businesses via business offers. (hereinafter ‘API’).

Tokens provide software interaction with the Network by exchanging on Network tokens (also known as “Ether” or “ETH”) and with the API by exchanging on offers.

The Company does not operate or maintain the Network or API, and as such, it has no responsibility or liability for the Network and the API or any ability to control third parties’ use of the Network or API. The Company does not guaranty or ensure either exchange of tokens on the Network or use with the API.

Tokens are not intended to be a currency, digital currency, security, commodity or any other kind of financial instrument. Using software, including tokens, is not intended to produce any financial income. Tokens should not be exchanged or sold for money or for any kind of financial instruments or tangible goods.

Users are responsible for protecting access to their information to the Network, including without limitation, User names, passwords, account information and details, other identifying information, etc. The Company and the Company Parties shall not be responsible for any positive or negative outcome resulting from use of the software or the Network.

Users are responsible for any and all calculation, reporting, collection and remittance of taxes and for other compliance with law in connection with the use of the software or the Network.

4. Prohibited Uses.

By use of the Network, User warrants and agrees that the software and the Network shall only be used for legal purposes in compliance with law and not for any abusive or illegal purposes such as bullying, cyberstalking, interference with or appropriation of information transmitted on the Network; engaging in or financing terrorism; fraud or other unfair or deceptive practices; money laundering; intellectual property infringement; trade in prohibited materials or services; criminal activity; Ponzi schemes or other similar, different or related activities. Use of the software or the Network by User for any such activities shall result in the automatic and immediate termination of all rights granted User under this Agreement and authorize the Company, in its sole discretion, to immediately suspend User’s account and block and/or freeze any transactions or funds connected with User and terminate User’s rights to use the software and/or the Network.

5. Description of the Software.

Code of the software is open sourced and will be published on https://github.com/bitclave;. Due to the nature of the Network, code of the working software cannot be changed after deployment.

The maximum number of tokens implemented in the software is 2,000,000,000. The software does not permit change to the number of implemented tokens after the smart contract is deployed on the Network.

6. Token Exchange.

The companyCompany provides exchange of tokens for business offers and for ETH using smart contract and other software developed by the Company. The Company does not guarantee the availability of such an exchange at any time, nor does it guarantee the exchange of offers of Ether for tokens. Exchanges are provided by the Company on an “as is” basis. The Company will not provide any refund of the exchanges under any circumstance.

7. Dispute Resolution.

Any dispute, controversy or claim arising out of or relating to this agreement, or the breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the IACC Arbitration Rule (See https://github.com/Cryptonomica/arbitration-rules) in the version in effect at the time of the filing of any claim. (See https://gihub.com/
Cryptonomical/arbitration_rules/tree/master/Arbitration_Rules/IACC) in the version in effect at the time of the filing of any claim. The courts of the Republic of Singapore shall at all times maintain exclusive jurisdiction with respect to any arbitration for the resolution of such disputes. Unless the parties agree otherwise in writing:

Any dispute arising out of or related to this agreement is personal to you and the Company and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a dispute as a representative of a group of individuals. Further, a dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.By use of the software and/or the Network, User hereby consents to the exclusive jurisdiction of the courts of the Republic of Singapore in connection with the enforcement of any arbitration.

8. Force Majeure.

The Force Majeure (Exemption) clause of the International Chamber of Commerce (ICC Publication No. 421) is hereby incorporated herein.

9. Severability.

If any term, clause or provision of these Terms of Use is held unlawful, void or unenforceable, then that term, clause or provision will be severable from these Terms of Use and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these terms.

10. Other Provisions.

This agreement and terms are not boilerplate. If you disagree with them, believe that any should not apply to you, or wish to negotiate these terms, please contact us at  [email protected]  and immediately stop using this software. Do not use the BitClave Ecosystem software until you have agreed with and have acknowledged this agreement and terms of use. This Agreement may not be assigned by the User to any other person or entity. The Company reserves the right to assign this Agreement without restriction.

11. Modification of Terms.

The Company reserves the right to add, remove or change any provision of the terms of use of the software and the Network in is sole discretion. Users of the Network will receive notice of such changes (by posting on the website or electronic communication) and any use of the software or the Network following receipt of such change indicates acceptance of such change and any and all subsequent transactions following such change will be subject to the changed terms of use.

12. Electronic Communication.

User acknowledges that communications from the Company may be in electronic form such as e-mail or other electronic media and may be posted on the website; agrees to accept such communication as being ‘in writing’ and in satisfaction of the Company’s obligation to give notice hereunder; and consents to receiving notices under this Agreement in such form.

13. Indemnification.

User agrees to indemnify and hold the Company Parties harmless from and against any and all claims, loss and expenses, including attorneys’ fees, arising out of or related to User’s use of the software or the Network, including any violation of this Agreement.