Our terms of service

Please read these Terms of Service (the “Terms”) and our Privacy Policy (“Privacy Policy”) carefully because they govern your use of the website located at https://hivello.com/home (the “Site”) and the decentralized physical infrastructure (“DePIN”) network manager services accessible via the Site and corresponding desktop application (“App”) offered by Hivello Holdings Ltd (“Hivello”). To make these Terms easier to read, the Site, our services and App are collectively called the “Services.”

PLEASE NOTE: THE SECTION OF THESE TERMS OF SERVICE ENTITLED “GOVERNING LAW AND DISPUTE RESOLUTION” CONTAINS AN ARBITRATION CLAUSE THAT REQUIRES DISPUTES TO BE ARBITRATED ON AN INDIVIDUAL BASIS, AND PROHIBITS CLASS ACTION CLAIMS. IT AFFECTS HOW DISPUTES BETWEEN YOU AND HIVELLO ARE RESOLVED. BY ACCEPTING THESE TERMS OF SERVICE, YOU AGREE TO BE BOUND BY THIS ARBITRATION PROVISION. PLEASE READ IT CAREFULLY.

1. Agreement to Terms.

By using our Services, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not use the Services.

2. Overview of Services and Your Role.

Our Services allow you to use your computer hardware and Internet connection resources (“Resources”) to become a node (“Node”) operator on one or more DePIN networks (each, a “Network”) in order to generate cryptocurrency that is paid to you by the Network. By using the Services, you agree to act as a Node operator and become a part of a Network(s). These Terms govern your use of the Services and any Network. Therefore, you consent that Hivello and other users of the Services may use your Resources. You are responsible for obtaining and maintaining all Resources, including any hardware, software and other equipment, required to use the Services, as well as any associated costs.

3. Hivello’s Role.

We do not encourage, support, or contribute to illegal activities and are resolved to keep Hivello operating legally and to protect you. However, we have no technical ability to monitor and control users’ activities on any Network and cannot guarantee that users will comply with these Terms. Although we strongly believe that you should not be liable for the data or traffic that passes through your instance of the App and your Node, you accept, agree and fully understand that we cannot guarantee that no illegal or criminal traffic passes in or through a Network and that you will never face any legal liability. In the case that you receive any inquiries from legal authorities about your use of a Network or face an official investigation related to the use of your Resources by a user using a Network, we reserve the right in our sole discretion to decide whether to provide you with any help and assistance, including legal advice, that we might find necessary or suitable in the specific situation. If you have any questions, please contact us immediately at [email protected].

4. Privacy Policy.

Please review our Privacy Policy, which also governs your use of the Services, for information on how we collect, use and share your information.

5. Your Account, Password, and Security.

An ID and a private key (jointly, the “ID Data”) will be automatically created for you when you use the App for the first time. Network ID Data will also be created when Hivello connects you to a Network as a Node. You are entirely responsible for maintaining the confidentiality of your ID Data. Furthermore, you are entirely responsible for any activities that occur under your ID Data. You agree to immediately notify us of any unauthorized use of your account or any other breach of security. We will not be liable for any loss that you may incur as a result of someone else using your ID Data, either with or without your knowledge. However, you could be held liable for any losses incurred by us or another party due to someone else using your account. You may not use anyone else's ID Data at any time without the permission of the account holder.

6. Updates and Upgrades.

We may release updates or upgrades to the Services, a Network, or the software you use to connect a Network. If you fail to install updates or upgrades, a Network may not function correctly or certain features may be unavailable.

7. Changes to these Terms or the Services.

We may update the Terms from time to time at our sole discretion. If we do, we’ll let you know by posting the updated Terms on the Site, to the App and/or may also send other communications. It’s important that you review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms, then it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

8. Who May Use the Services?

You may use the Services only if you are 18 years or older and capable of forming a binding contract with Hivello, and not otherwise barred from using the Services under applicable law.

9. Feedback.

We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Services (“Feedback”). If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you.

10. Network Fees.

During your use of the Services, you may be charged fees from Networks (“Network Fees”). These Network Fees will vary and will be automatically deducted from your Hivello account balance. You, and not Hivello, are responsible for paying these Network Fees.

11. Rewards and Commission.

1. In connection with using the Services, you may earn cryptocurrency from providing Resources to the Networks through the Services (“Rewards”). To the extent you earn such Rewards, Hivello shall receive the Rewards in the form such Rewards are paid by the applicable Network. You acknowledge and agree that Hivello shall hold the Rewards in Hivello’s digital asset wallets, until you request a withdrawal of such Rewards in a manner set forth in the Services; provided, however, Hivello may, in its sole discretion, convert the Rewards into any other form of currency, including, but not limited to, other blockchain based digital assets or fiat currency, in Hivello’s sole discretion. You may request your Rewards be paid to you by Hivello as permitted by the Services.
2. You acknowledge and agree that, in exchange for providing you with the Services, Hivello will charge you a commission (“Commission”) that will be a percentage of your Rewards (the “Commission”). The percentage of that Commission is set forth in the Services is subject to change at any time in Hivello’s sole discretion. If you continue to use the Services after we have posted an updated Commission percentage, then it means that you accept and agree to such change.
3. You expressly authorize Hivello to withhold from your Rewards an amount equal to all (i) Network Fees due and payable by you, and (ii) Commissions due and payable to Hivello, in each case at any time prior to your request for a withdrawal of such Rewards.
4. You acknowledge and agree that the Rewards shall be denominated in U.S. Dollars, and Hivello, in its sole discretion, shall determine the exchange rate when converting the Rewards to U.S. Dollars.
5. You hereby agree to the pricing, payment and billing policies applicable to such fees and charges, as posted or otherwise communicated to you. All payments of Rewards are non-refundable and non-transferable except as expressly provided in these Terms.

12. Rights and Terms for the App.

If you comply with these Terms, Hivello grants to you a limited non-exclusive, non-transferable license, with no right to sublicense, to download and install the App on your personal computers, tablets, and/or other devices and to run the App solely for your own personal non-commercial purposes. Except as expressly permitted in these Terms, you may not (and may not allow a third party to): (a) copy, modify or create derivative works based on the App; (b) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (c) reverse engineer, decompile or disassemble the App (unless applicable law permits, despite this limitation); or (d) make the functionality of the App available to multiple users through any means. You may not (i) use the App in any manner that could damage, disable, overburden, or impair the servers and other resources of any Network or other Nodes, or (ii) interfere with any third party’s use of a Network. You may not attempt to gain unauthorized access to any aspect of a Network or to information for which you have not been granted access.

13. General Prohibitions and Hivello’s Enforcement Rights.

You agree not to do, and not to allow a third party to do, any of the following:

• Use, or allow a third party to use, the Services in a manner that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
• Use, display, mirror or frame the Services or any individual element within the Services, Hivello’s name, any Hivello trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Hivello’s express written consent;
• Access, tamper with, or use non-public areas of the Services, Hivello’s computer systems, or the technical delivery systems of Hivello’s providers;
• Attempt to probe, scan or test the vulnerability of any Hivello system or network or breach any security or authentication measures;
• Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Hivello or any of Hivello’s providers or any other third party (including another user) to protect the Services;
• Attempt to access or search the Services or download content from the Services using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Hivello or other generally available third-party web browsers;
• Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
• Use any meta tags or other hidden text or metadata utilizing a Hivello trademark, logo, URL or product name without Hivello’s express written consent;
• Use the Services, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
• Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive or false source-identifying information;
• Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services (unless applicable law permits, despite this limitation);
• Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
• Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
• Impersonate or misrepresent your affiliation with any person or entity;
• Violate any applicable law or regulation; or
• Encourage or enable any other individual to do any of the foregoing.

Hivello is not obligated to monitor access to or use of the Services or to review or edit any content. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

14. Links to Third-Party Websites or Resources.

The Services (including the App) may allow you to access Networks and other third-party websites or other resources. We provide access only as a convenience and are not responsible for the content, products or services on or available from those Networks and other third-party websites and resources. You acknowledge sole responsibility for and assume all risk arising from, your use of Networks and any third-party websites and resources.

15. Termination.

We may suspend or terminate your access to and use of the Services, including suspending access to or terminating your account, at our sole discretion, at any time and without notice to you. You may cancel your account at any time by (i) sending us an email at [email protected], or (ii) any other method permitted by the Services. Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any disclaimers, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.

16. Disclaimers.

THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or content on the Services.

YOU ACKNOWLEDGE AND AGREE THAT HIVELLO HAS NO OBLIGATION TO SCREEN OR MONITOR ANY NETWORKS AND IS NOT RESPONSIBLE OR LIABLE FOR ANY NETWORKS. YOU ACKNOWLEDGE AND AGREE THAT HIVELLO MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE POTENTIAL EARNINGS YOU MAY MAKE OPERATING A NODE IN CONNECTION WITH YOUR USE OF THE SERVICES.

17. Indemnity.

You will indemnify and hold Hivello and its officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Services; (b) your violation of these Terms; or (c) any interaction you have with a Network or other third party.

18. Limitation of Liability.

• TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER HIVELLO NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT HIVELLO OR ITS SERVICE PROVIDERS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
• TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL HIVELLO’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED ONE HUNDRED U.S. DOLLARS (US$100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO HIVELLO, AS APPLICABLE.
• THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN HIVELLO AND YOU.

19. Governing Law and Dispute Resolution.

• These Terms and any action related thereto will be governed by the laws of England, without regard to its conflict of laws provisions. You hereby irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms.
• <u>Class Action Waiver</u>. YOU AND HIVELLO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. A court of competent jurisdiction may not consolidate another person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Governing Law and Dispute Resolution section shall be null and void.
• <u>Severability</u>. With the exception of any of the provisions in Section 19(b) (Class Action Waiver) of these Terms ("Class Action Waiver"), if a court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

20. Use of the Services in Your Jurisdiction.

Hivello makes no representations or warranties that use of the Services (including operating your Node) is appropriate for use in any jurisdictions. You use the Services and operate your Node at your own risk and are responsible for compliance with applicable laws.

21. General Terms.

• <u>Reservation of Rights</u>. Hivello and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other applicable laws. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.
• <u>Entire Agreement</u>. These Terms constitute the entire and exclusive understanding and agreement between Hivello and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between Hivello and you regarding the Services. If any provision of these Terms 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 these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without Hivello’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Hivello may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
• <u>Notices</u>. Any notices or other communications provided by Hivello under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
• <u>Waiver of Rights</u>. Hivello’s failure to enforce any right or provision of these Terms 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 Hivello. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

22. Contact Information.

If you have any questions about these Terms or the Services, please contact Hivello at [email protected].