These Terms of Service ("Terms") constitute a legally binding agreement between you (the "Client" or "you") and Hunch Broker Labs L.L.C-FZ ("Company", "we", "us", or "our"), a limited liability company registered in a free zone, concerning your access to and use of our exchange infrastructure software and related services (collectively, the "Software").
By executing a license agreement or accessing the Software, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Software.
Subject to the terms and conditions of these Terms and payment of applicable license fees, the Company grants you a non-exclusive, non-transferable, revocable license to use the Software for your internal business operations in accordance with the specifications outlined in your executed License Agreement.
You agree not to:
The Software, including all modifications, enhancements, derivative works, and all intellectual property rights therein, is and shall remain the exclusive property of the Company. No title or ownership of the Software is transferred to you under these Terms.
You are solely responsible for:
You acknowledge that operation of a digital asset exchange may be subject to extensive regulatory requirements including, but not limited to, licensing, KYC/AML compliance, data protection, and financial reporting. You are solely responsible for ensuring compliance with all applicable laws and regulations in your jurisdiction.
You may not use the Software:
You agree to pay all fees specified in your License Agreement. Fees are non-refundable except as expressly provided in the License Agreement or as required by applicable law.
All fees are due and payable in accordance with the payment terms specified in your License Agreement. Failure to pay fees when due may result in suspension or termination of your license.
All fees are exclusive of applicable taxes, duties, or similar governmental assessments, which you are responsible for paying.
Support services, if included in your License Agreement, are provided in accordance with our then-current support policies. Support scope, response times, and availability are defined in your License Agreement.
We may, at our discretion, provide updates, upgrades, or enhancements to the Software. Your right to receive such updates is governed by your License Agreement. We reserve the right to discontinue support for older versions of the Software upon reasonable notice.
You retain all rights, title, and interest in and to your data processed through the Software. We do not claim any ownership rights to your data.
As the Software is deployed on your infrastructure, you are the data controller and are responsible for compliance with all applicable data protection laws, including but not limited to GDPR, CCPA, and other privacy regulations.
The Software may collect anonymous usage statistics and performance metrics for the purpose of improving the Software. This data does not include any personally identifiable information or transaction data.
We warrant that the Software will substantially conform to its documentation for a period of ninety (90) days from the date of initial delivery. Your sole remedy for breach of this warranty is, at our option, repair or replacement of the non-conforming Software or refund of the license fees paid.
EXCEPT AS EXPRESSLY PROVIDED IN SECTION 7.1, THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
WE DO NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE FROM SECURITY VULNERABILITIES. YOU ACKNOWLEDGE THAT THE OPERATION OF A DIGITAL ASSET EXCHANGE INVOLVES SIGNIFICANT RISKS AND THAT WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE SUITABILITY OF THE SOFTWARE FOR YOUR SPECIFIC USE CASE OR REGULATORY ENVIRONMENT.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SOFTWARE SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO US FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
The limitations of liability in this Section 8 reflect an agreed allocation of risk between you and us and are a fundamental element of the basis of the bargain between us. The Software would not be provided without these limitations.
You agree to indemnify, defend, and hold harmless the Company, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or in any way connected with:
These Terms commence on the date you first access the Software and continue until terminated in accordance with this Section 10.
Either party may terminate these Terms and your license upon written notice to the other party in accordance with the termination provisions in your License Agreement.
We may terminate these Terms and your license immediately upon notice if:
Upon termination or expiration of these Terms:
"Confidential Information" means any non-public information disclosed by one party to the other, including but not limited to technical data, trade secrets, know-how, research, product plans, software, source code, customer information, financial information, and business information.
Each party agrees to:
Confidential Information does not include information that: (a) is or becomes publicly available through no breach of these Terms; (b) was rightfully known prior to disclosure; (c) is rightfully received from a third party without breach of confidentiality obligations; or (d) is independently developed without use of the Confidential Information.
These Terms shall be governed by and construed in accordance with the laws of the United Arab Emirates, without regard to its conflict of law provisions.
Any dispute arising out of or relating to these Terms shall be resolved through binding arbitration in accordance with the arbitration rules of the Dubai International Arbitration Centre (DIAC). The arbitration shall be conducted in English in Dubai, United Arab Emirates.
The Software may be subject to export control laws and regulations. You agree to comply with all applicable export and import control laws and regulations in your use of the Software.
These Terms, together with your executed License Agreement, constitute the entire agreement between you and us regarding the Software and supersede all prior or contemporaneous understandings and agreements, whether written or oral.
We reserve the right to modify these Terms at any time. We will provide notice of material changes by email or through the Software. Your continued use of the Software after such notice constitutes acceptance of the modified Terms.
If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.
No waiver of any provision of these Terms shall be deemed or shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver.
You may not assign or transfer these Terms or any rights or obligations hereunder without our prior written consent. We may assign these Terms without restriction. Any attempted assignment in violation of this provision shall be void.
Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, labor disputes, or governmental actions.
All notices under these Terms shall be in writing and shall be deemed given when delivered personally, sent by confirmed email, or sent by recognized international courier service to the addresses specified in your License Agreement.
The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
For questions regarding these Terms, please contact:
Hunch Broker Labs L.L.C-FZ
Legal Department
Email: [email protected]