PLEASE READ CAREFULLY AND FULLY UNDERSTAND THE CONTENTS OF THE TERMS OF THIS AGREEMENT. BY TICKING AGAINST “I HAVE READ AND AGREE TO THE AGREEMENT”, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT.

This Agreement is made by and between You and HTX Limited (hereinafter referred to as “We”, “Our”, or “Us”)) regarding to Your use of the HTX Self-service Token Listing Platform service (hereinafter referred to as “Service”).

This Service includes submission of blockchain project token listing application materials and related Internet services. In order to use this Service, You should read and abide by this Agreement and relevant agreement or rules. This Agreement is a supplementary agreement to the HTX Platform User Agreement. The contents not specified in this Agreement shall be subject to the HTX Platform User Agreement. If there is any inconsistency between the contents specified in this Agreement and the HTX Platform User Agreement, this Agreement shall prevail. This Agreement also includes the relevant agreements, service statements, business rules and announcement or guidelines that We may issue from time to time regarding this Service (hereinafter collectively referred to as “Special Rules”). The aforementioned contents upon official release shall be an integral part of this Agreement, which You shall also abide by.

By using this Service, You are deemed to have read and agreed to be bound by this Agreement. If You violate this Agreement, We have the right to unilaterally restrict, suspend or terminate the provision of this Service to You at any time, and have the right to pursue an action against you for such violation.

You clearly know, understand and agree that We have the right to amend the terms of this Agreement if necessary. You can check the latest version of the terms and conditions on the relevant service page. If You continue to use this Service after the terms of this Agreement have been changed, You will be deemed to have accepted the revised Agreement. If You do not accept the revised Agreement, You should stop using this Service.

Special Attention:

·   You acknowledge that You are at least 18 years of age or have the legal age for entering into a contract according to applicable laws and regulations. Your use of the Service shall be in accordance with the relevant laws and regulations of sovereign countries or regions that have jurisdiction over You, and You have the requisite capacity to accept these provisions.

·   You agree that You are fully responsible for the information You provide or publish, and you confirm that the information You provide is true and accurate.

·   You agree that You shall comply with any applicable laws and regulations in the course of using this Service.

·   You agree not to engage in or participate in any behaviour or activity that damages Our interests or those of the platform at any time, whether or not related to this Service.

·   You confirm that there is no pending or threatened action, proceeding, or investigation against You or Your related entities in connection with the subject of this Token Listing Application which would in any way prohibit, restrain or diminish Your ability to satisfy Your obligations under this Agreement. You confirm that You are not currently the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union or any other relevant sanctions authority.

Use of this Service

1.   In order to use this Service, You need to register for a HTX platform (hereinafter referred to as “Platform Account”), and you hereby acknowledge that you have done so. Regarding the specific rules for Your registering or using the Platform Account, please follow the relevant account usage agreement and the Special Rules We have released for this purpose.

2.   For the Token Listing Application Service, You need to submit the relevant materials according to the requirements of this Agreement or the requirements that We may revise from time to time. We have the right to request You to continue to provide such materials until they meet Our requirements or specifications.

3.   You confirm and guarantee that all the materials submitted by You for the Token Listing Application are complete, true, accurate, legal and free from deceiving, false or misleading information, do not infringe upon the legal rights and interests of any third party, and conform to the Content Management Specifications stipulated in this Agreement in the section directly below. If any of the services or products You are offering requires any license under any applicable laws and regulations, or any filing or approval from any regulatory authority, You should clearly explain and submit the corresponding license, filing or approval at the time of submission of your Token Listing Application.

4.   We have the right to review the Token Listing Application information and materials submitted by You and decide whether to approve it at our sole discretion. If We believe that the Token Listing Application materials You submitted do not meet the requirements according to our own judgment, We have the right to request You to revise, supplement or resubmit. If You do not agree to revise, supplement or resubmit, we have the right to refuse to proceed with Your Token Listing Application or to terminate or suspend Your use of the Service.

5.   You agree to authorize us, or a third-party agent on our behalf, at our sole discretion, to review, examine, verify and conduct searches regarding the materials and information submitted by You, to the maximum extent permitted by law.

6.   You acknowledge and agree that even if we review and approve Your Token Listing Application, it does not mean that We recognize Your actual business, operations, services, promotion and the like, and in no circumstances do we make any guarantee or warranty regarding the accuracy or completeness of the information or materials which You have provided to us, or Your eligibility to use or access Our Services. In no circumstances do we make any warranty with respect to the suitability of Your product for listing on Our platform or for the performance of Your product on Our platform.

7.   In case of any disputes with other Users or third parties due to Your actions or in relation to Your use of Our Services, You shall be solely responsible for the damages, and indemnify Us, other users or third parties against any damages resulting therefrom.

8.   During the token listing stage, if any information about Your project changes, compared to the Token Listing Application materials, or any disputes or claims arise out of or in connection with Your project, You must inform us immediately and provide to us all relevant documents or materials.

9.   You agree to inform us immediately if You suspect that your Platform Account has been hacked or compromised, or if someone else is using Your Platform Account, or has used your Platform Account to submit any information or materials in relation to the Token Listing Application.

10. You may not use the Service to:

a.        Submit and publish false, misleading or deceptive information.

b.   Perform any action which violates or infringes upon the rights of any third party, including, but not limited to, copyrights, trademarks, privacy, or other personal or proprietary rights.

11. In using this Service, you may not:

a.        Provide any inconsistent information as between the contents of the Token Listing Application and the registration information provided in your Platform Account.

b.   Permit or enable any other person to use Your Platform Account, or lease, transfer, borrow or sell the right to use Your Platform Account to any other Person, or permit or enable any other person to submit any Token Listing Application with Your account, whether on Your behalf or otherwise.

c.        Take any measures to circumvent any part of the Token Listing Application process or any platform restrictions or policies or perform any action which will interfere with the normal operation of the Service.

d.   Use any plug-ins or access this Service and its related systems through other third-party tools, operating platforms or any services without Our written permission.

e.   Use this Service to engage in any illegal and criminal activities including but not limited to fraud, pyramid selling, illegal goods marketing, etc.

f.         Engage any behaviour which will may cause Us to have disputes, controversy or lawsuits with third parties.

g.        Use any of Our trademarks or any variations, abbreviations, rewrites and the like in Our name without prior written permission from Us.

h.   Publish or send commercial advertisements or provide any information to the public, a segment of the public or to any other third party (including other users of the Service) in relation to the Service or where Our name is mentioned, unless You have Our prior written authorization.

i.         Engage in or facilitate the following acts: (i) delete, conceal or change any patent, copyright, trademark or other rights statement contained in this Service; (ii) interfere with or attempt to interfere with the normal operation of any of this Service’s or Our products, parts or functions in any way, or make, publish or spread the tools and methods related to Our service or products; (iii) exhibit any behaviour or perform any action that We believe should not be appropriate.

 

Content Management Specifications

1.   The information content mentioned in this Agreement refers to any content that You fill in or provide during the usage of this Service, including but not limited to registration information and certification materials such as name, and user description, or text, voice, pictures, videos, graphics, and related link pages, as well as other content generated by using the HTX Platform Service or this Service.

2.   You understand and agree that We have been committed to providing users with a civilized, healthy, standardized and orderly network environment. You are not allowed to use the Service to create, publish, transmit, spread, distribute or store any content that interferes with the normal provision of the Service or infringe upon the legal rights and interests of other users or third parties, including but not limited to:

a.        Content which is prohibited by any relevant national laws and regulations.

b.   Content which (i) violates or infringes upon the rights of any third party, including, but not limited to, copyrights, trademarks, privacy, or other personal or proprietary rights; (ii) involve the privacy of others or their personal data without their consent; (iii) are libellous, defamatory, misleading, false or deceptive or otherwise illegal; (iv) are threatening, harassing, obscene, discriminatory, include hate speech (i.e., promotes violence or defames a particular group of people), contains nudity, explicit violence or depictions thereof or promotes alcohol, tobacco, or gambling/lottery; or (v) contains other information that violates laws, regulations, policies, public order, good customs, social stability, or social ethics.

c.        Content which contains any viruses, worms, trojan horses, or which will disrupt the order or the normal functioning of the Platform.

 

Data Storage and Usage

1.   You are responsible for Your failure to delete or save related data in this Service.

2.   We have the right to determine the maximum storage period of individual users’ data in this Service according to the actual circumstances and allocate the maximum storage space for the data on the server. You can back up the relevant data in this Service according to Your own needs.

3.   If You stop using this Service or the Service is terminated or cancelled, We can permanently delete Your data from the server. We have no obligation to return any data to You after the Service is stopped, terminated or cancelled.

4.   We have the ownership of the data in this Service, unless otherwise stipulated by laws and regulations, We have all the rights and they are Our trade secrets. Without Our prior written consent, You shall not use the aforesaid data for purposes other than those agreed in this Agreement, nor shall You provide the aforesaid data to others in any form, nor shall You commit any behaviour that damages the business relationship between us and Our customers.

5.   Once You stop using this Service or We terminate Your usage of this Service for any reason, You must immediately delete all the data obtained from Us (including all kinds of backups) and not use it in any way.

6.   In addition to all kinds of security technical measures taken by this Service to ensure the data security, You should take reasonable and safe technical measures to ensure the security of all kinds of data and other information stored in Our server due to the usage of this Service, and take full responsibility for the results caused by Your own behaviours.

7.   Neither We nor Our service providers can always foresee or anticipate technical difficulties related to the Service. These difficulties may result in loss of data, personalization settings or other Service interruptions. Neither we nor any of Our service providers assumes responsibility for the timeliness, deletion, delivery or failure to store any user data, communications or personalization settings in connection with Your use of the Service.

 

Risks and Disclaimers

1.   You understand and agree that when using this Service, You must bear the following risks beyond Our control, including but not limited to:

a.        Losses and risks such as information loss and leakage that may be caused by factors such as computer viruses, Trojan or other malicious programs, and hacker attacks.

b.   Service terminals, data loss and other losses and risks caused by failures of Your or Our computer software, systems, hardware and communication lines.

c.        Losses and risks arising from improper operation or usage of this Service by means of non-authorization.

d.   Risks and responsibilities arising from the dissemination of the contents by You which are forwarded, shared, quoted, and commented by others.

e.   Risks including login failure, incomplete data synchronization, and slow page opening due to unstable network signals and other reasons.

f.         Other circumstances beyond Our control or which are not reasonably foreseeable.

2.   You understand and agree that the content You publicly publish through the use of this Service may be copied, reprinted, quoted, modified, commented or used for other purposes by other users or third parties. You should be fully aware of the existence of such risks and bear the corresponding consequences. If the relevant behaviour violates Your legal rights and interests, You may notify Us and We will seek to resolve your concerns in accordance with applicable laws.

3.   We have the right to deal with illegal content or behaviours in relation to the use of this Service. This right does not constitute an obligation or commitment on Our part. We do not guarantee that Our systems and processes will be able to detect or discover illegal situations or deal with them in a timely manner.

4.   You understand and agree that due to business development needs, We reserve the right to unilaterally change, suspend, restrict, terminate or revoke all or part of the service content of this Service at any time without any prior notice to You, and in doing so we shall not be liable for any losses or damages sustained by You as result of or in connection with such termination of Service.

5.   You understand and agree that in the course of using this Service, You may encounter risk factors such as force majeure, which may cause interruption of this Service. Force majeure refers to events that cannot be predicted, overcome or avoided and has a significant impact on one or both parties, including but not limited to natural disasters such as floods, earthquakes, storms, and social events such as wars, turmoil, government actions, etc. In no event shall We be responsible or liable for any failure or delay in the provision of the Service by reason of force majeure. 

 

Confidentiality 

1.   “Confidential Information” as used in this Agreement shall mean any and all technical and non-technical information including, without limitation, (a) patent and patent applications; (b) trade secrets; (c) proprietary and confidential information, ideas, techniques, sketches, drawings, works of authorship, models, inventions, know-how, processes, apparatuses, equipment, algorithms, software programs, software source documents, and formulae related to the current, future, and proposed products and services of each of the Parties, such as information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, and marketing plans; (d) shareholding structure, identity of directors, shareholders, and ultimate beneficiary owners; (e) all other information that a receiving Party knew, or reasonably should have known, was the Confidential Information of the disclosing Party. For avoidance of doubt, “Confidential Information” shall also include all notes, analyses, compilations, studies, interpretations or other documents that are made by any Party based upon other Confidential Information. Notwithstanding the foregoing, “Confidential Information” shall not include:

a.        any information known to a Party prior to disclosure of such information by the other Party or its representatives;

b.   any information which becomes available to any Party on a non-confidential basis from a source other than the disclosing Party, which source is not bound by a confidentiality agreement with, or any other contractual, legal or fiduciary obligation of confidentiality to, the disclosing Party with respect to such information;

c.        any information which is or becomes generally available to the public other than as a result of a disclosure by a Party in breach of this Agreement; and

d.   any information conceived or developed by any Party or any of its employees, affiliates, subsidiaries or representatives without access or reference, directly or indirectly, to the Confidential Information.

2.   Each Party hereto agrees that it shall treat the Confidential Information received by it in confidence and undertake the following obligations with respect thereto:

a.        The receiving Party shall limit access to the Confidential Information to senior executives of the receiving Party, employees of the receiving Party assigned to review and analyze the Confidential Information, and the receiving Party’s attorneys, and advisors who reasonably require access to the Confidential Information for the proper performance of their assigned duties with respect to and in connection with the relationship between the receiving Party and the disclosing Party (collectively, the “Other Recipients”).  Each Other Recipient will be informed of the terms and provisions of this Agreement.

b.   Except as provided in paragraph 2(a) directly above, the receiving Party shall not copy, reproduce, make use of, disseminate, or in any way disclose, directly or indirectly, to any other person, firm or corporation any Confidential Information without receiving prior written permission from the disclosing Party.

c.        The receiving Party shall promptly, upon written request, return to the disclosing Party or destroy any and all documents and materials of any nature which contain Confidential Information, provided or delivered by the disclosing Party or its representatives to the receiving Party together with any copies thereof in the receiving Party’s possession. Notwithstanding the foregoing, the receiving Party may retain one copy of each article of the Confidential Information on a confidential basis, to the extent required to comply with legal, regulatory or other internal requirements.

3.   The existence and terms of this Agreement, the content of any discussions with or evaluation of the disclosing Party by the receiving Party, and all other matters related to the disclosing Party by the receiving Party shall not be disclosed by either Party to any persons, except as specifically permitted by the terms of this Agreement or as otherwise required by law; provided that the receiving Party will be free, after notice to the other Party, to correct any false or misleading information which may become public concerning the relationship to the disclosing Party or the Confidential Information.

4.   In the event that the receiving Party becomes legally compelled to disclose any of the Confidential Information, the existence or terms of this Agreement, the content of any discussions with or evaluations of the disclosing Party, the receiving Party shall provide the disclosing Party with prompt prior notice if permitted by law so that the disclosing Party may seek a protective order or other appropriate remedy.  In the event that such protective order or other remedy is not obtained, the receiving Party will furnish only that portion of the Confidential Information which it is legally required to disclose.

 

General

1.   If We discover or otherwise become aware of Your violation of this Agreement or of any improper usage of this Service by You, we have the right to terminate or suspend Your use of the Service. We also have the right to refuse to provide Services to You again.

2.   If Your Token Listing Application has not be completed for a long time without further activity or notification from You, we have the right to terminate or suspend Your use of the Service.

3.   You understand and agree that We have the right to impose restrictions or take other punitive measures against violations under applicable laws and regulations or the provisions of this Agreement at Our reasonable discretion, take appropriate legal action against those who violate applicable laws and regulations or this Agreement, and retain relevant information in accordance with applicable laws and regulations to report to relevant regulators, or regulatory organizations with proper jurisdiction over such matters.

4.   You understand and agree that You shall be solely responsible for any claims, demands or losses claimed by third parties arising from or resulting from Your violations of this Agreement or the relevant terms of the Service, and indemnify Us against any losses We suffer as a result thereof.

5.   Save for the section titled “Confidentiality”, which shall survive the termination of this Agreement for a duration of three years from the date of termination of this agreement, this Agreement shall be terminated on the earlier of: (i) the date of termination, suspension or cancellation of Your access or right to use this Service (ii) the completion of the Token Listing Application process; or (iii) by either party providing one (1) week’s prior written notification to the other Party.

6.   After termination of this Agreement, You have no right to request Us to continue to provide You with any services or perform any other obligations including but not limited to requesting Us to keep or disclose to You any information regarding Your token listing application. For the avoidance of doubt, termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination.

7.   In the event that any provision of this Agreement becomes invalid or unenforceable for any reason, the remaining terms are still valid and binding on both parties.

8.   The governing law and dispute resolution in connection with this Agreement shall be subject to the relevant provisions of the HTX Platform User Agreement.