Terms of Use

Your attention is particularly drawn to the provisions of Limitation of liability below.

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These Terms

What these Terms cover

These are the terms and conditions which govern your access to and use of both the Monax Website available at https://monax.io and the Monax Services, which consist of all products or services provided by us to you in connection with the Monax Platform available at https://app.monax.io or through the Monax API.

Why you should read them

Please read these Terms carefully before using either the Monax Website or the Monax Services. These Terms tell you who we are, how we will provide the Monax Website and the Monax Services to you, how you and we may change or end the Contract, what to do if there is a problem and other important information. If you think that there is a mistake in these Terms, please contact us to discuss.

Are you a business customer or a consumer?

The Monax Services are primarily targeted at business customers for use in connection with your trade, business, craft or profession. If you consider you are making an order as a consumer, you may have different rights in some areas and should contact us to discuss before ordering.

This is our entire agreement with you

These Terms constitute the entire agreement between us in relation to your use of the Monax Services. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these Terms and that you shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.

Information about us and how to contact us

Who we are

We are Monax Industries Limited, a company registered in England and Wales. Our company registration number is 09101660 and our registered office is at 5th Floor Condor House, 10 St Pauls Churchyard, London, EC4M 8AL. We operate the website https://monax.io/.

How to contact us

You can contact us through our website or by email at [email protected] .

How we may contact you

If we have to contact you, we will do so by writing to you at the email address you provide to us when you register. When appropriate, we will contact the owner of your subscription through the email address associated with subscription for your user account.

Our contract with you

Our contract

These terms and conditions (Terms) apply to the use by you and supply of the Monax Website and the Monax Services by us to you (the Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

Changes to these Terms

Unless we are not allowed to do so under applicable law, we may change these Terms at any time without notice to external users and other users who do not have a registered user account. If you are a registered user, you will be prompted to review and accept any changes to these Terms upon your first login following the changes. If you are not a registered user, your continued use of the Monax Website or the Monax Services after any changes to these Terms will be taken as your acceptance of such changes. You are responsible for reviewing these Terms regularly.

Changes to the Monax Website or the Monax Services

We may update and change the Monax Website or the Monax Services (including the Monax Platform) from time to time to reflect changes to our products, our users’ needs, our business priorities or for any other reason. We will try to give registered users reasonable notice of any major changes.

We don’t provide any warranties in respect of the Monax Website

We do not warrant that the use of the Monax Website will be uninterrupted or error free and you acknowledge that the Monax Website provided by us is provided “as is” and expressly subject to any and all applicable disclaimers contained in these Terms.

All other warranties are excluded

All other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this licence (other than documents expressly incorporated by reference, e.g. the Privacy Policy) or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.

The Monax Services

You will need to register to use the Monax Services

To use the full suite of services and features made available to you via the Monax Platform, you will need to register with us. In order to register with us and use the Monax Services you must be over the age of eighteen and have legal capacity to enter into a contract. You will need to provide us with an email address which will then be validated by us, and your billing information. Once your email address is validated, your account will be available and you will be able to login to your account. If you have not been invited to create a user account by an existing subscription holder, you will also need to provide your billing information in order to receive services not covered by a coupon. You will be prompted to select which package you want (which are detailed on our website).

You must keep your account details safe

If you choose, or you are provided with a user password or any other piece of information used as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party. We have the right to disable any password or other security measure at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Terms. If you know or suspect that anyone other than you knows your password, you must promptly notify us at [email protected] .

Access to the Monax Platform

We will use commercially reasonable efforts to make the Monax Platform available to you in accordance with these Terms. However, we reserve the right, at our sole discretion, to deny or suspend your access to the Monax Platform at any time. We may do this for any reason, including where we have reason to believe that you have failed to comply with these Terms.

We don’t provide any warranties in respect of the Monax Platform

We do not warrant that the use of the Monax Platform will be uninterrupted or error free and you acknowledge that the Monax Services provided by us are provided “as is” and expressly subject to any and all disclaimers in these Terms.

We are not responsible for the content of Templates, Public Templates or Agreements

We cannot guarantee that Templates, Public Templates and Agreements will be free from coding defects, errors, or bugs, or meet your particular requirements. You acknowledge and agree that whilst the Monax Platform assists you with the creation and management of smart contracts, you are responsible for testing and ensuring the Templates, Public Templates and Agreements meet your requirements.

We are not responsible for transactions you make via the Monax Platform

In addition to the content disclaimer above, we shall have no responsibility for any transactions you enter into using the Monax Platform.

User-generated content is not approved by us

Use of the Monax Services may include use of information and materials uploaded by users of the Monax Services, including but not limited to Templates, Parameters, and Attachments. This information and these materials have not been verified or approved by us and we take no responsibility for the accuracy, suitability or fitness for purpose of such content.

Your licence to use the Monax Services

Subject to these Terms (including, in particular, your obligations and the restrictions on your use of the Monax Website and the Monax Services set out below) and subject to the registration of a user account with the Monax Platform and for the duration of existence of your user account, we agree to grant you a worldwide, non-exclusive, royalty-free, non-transferable, and non-sublicensable licence to use the Monax Platform for the purpose of receiving the Monax Services. The scope and functionality of the Monax Services which you receive, and for which we grant you a licence to use, may depend on the package you have selected. We may reduce the scope of your license if we suspect a violation of these Terms. For example and not by way of limitation, we may arrest the function of a process model associated with an agreement to prevent fraud or the infringement of third party’s rights.

Your obligations and use of the Monax Website and the Monax Services

We are not responsible for viruses

We do not guarantee that the Monax Website or the Monax Services will be secure or free from Viruses.

What you must not do when using the Monax Website or the Monax Services

You must not do and you must not attempt any of the following during the course of your use of the Monax Website or the Monax Services, and we reserve the right, without liability or prejudice to our other rights, to disable your access to any material that breaches the provisions of this clause or your access to the Monax Services. For the purposes of this clause, a “Virus” means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses, and other similar things or devices.

  • access, store, distribute, use, post, publish, transmit or otherwise communicate any Viruses, or any material that:

    • is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

    • is the confidential information of a third party and which you have no rights to use, disclose or otherwise transmit via the Monax Services;

    • facilitates illegal activity;

    • depicts sexually explicit images;

    • promotes unlawful violence;

    • is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

    • is otherwise illegal or causes damage or injury to any person or property;

  • disable, overly burden, impair or otherwise interfere with the servers or networks connected to the Monax Website or the Monax Platform (for example, making a denial of service attack or use it to attack other platforms or services);

  • attempt or support any attempt to gain unauthorised access to the Monax Services or to the information or content associated with a user account to which you do not have authorized access;

  • except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these Terms as part of your authorized use of the Monax Services:

    • attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Monax Website, the Monax Platform or the Monax Services (as applicable) in any form or media or by any means; or

    • attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Monax Platform;

  • access all or any part of the Monax Services in order to build a product or service which competes with the Monax Services; or

  • use the Monax Services to provide services similar to the Monax Services to third parties.

Price and Payment

In consideration of us providing the Monax Services you must pay our fees in accordance with this clause.

Where to find the price for the Monax Services

The price of the Monax Services, exclusive of VAT and other taxes, will be the price indicated on our website for the level of services you select (the Charges).

When you must pay and how you must pay

You will be charged for your use of the Monax Services in advance either monthly or annually, depending on your selection. You will need to enter a valid credit card number to pay the Charges.

Changes to the Charges

Our Charges may change at any time and we will post these changes on our website. Any changes to the Charges will take effect at the next billing date.

No refunds

All transactions between Monax and you are final. This means that Monax is not required to give you any refunds at any time or for any reason.

Complaints

If a problem arises or you are dissatisfied with the Services, please contact us through the chat button that appears in the bottom lefthand corner of the screen.

User Data and the Content you upload to the Monax Platform

Your licence to us

You agree to grant us a fully paid-up, worldwide, non-exclusive, royalty-free, transferable and sublicensable licence to access, store, copy, modify and otherwise use any of your User Data. User Data means all materials, data, information or other content:

  • that you load, transmit to or enter into the Monax Services (including but not limited to Templates, Parameters, Agreements, and Attachments);

  • that you contribute to the Monax Platform or any instance connected with the Monax API and/or

  • that we collect from your usage of the Monax Website, the Monax API or the Monax Services.

How we can use your User Data

You agree that we can use your User Data for the following purposes: (i) to make available, develop, and enhance the Monax Services; and (ii) to produce data, information or other materials that are not identified as relating to a particular individual or company, which is called Anonymised Statistical Information. We will not use your User Data for any purpose other than as set out above. However, we shall have the right to create, use, publish or otherwise disclose the Anonymised Statistical Information for any purpose and without any obligations to you of any kind.

You are responsible for any personal data you upload or transmit via the Monax Platform

You are responsible for ensuring that you only upload, transmit or otherwise use personal data (as defined in the applicable data protection legislation) via the Monax Services for which you have obtained the necessary consents or otherwise have a valid, legal basis for using.

Intellectual property rights

All right, title, and interest in and to any intellectual property rights in or arising out of or in connection with the Monax Website and the Monax Platform (other than your User Data), the Anonymised Statistical Information (other than your User Data) and all other materials provided by us under this Contract, and all renewals and extensions thereof, shall belong to us.

You own any Content you upload

All right, title and interest in and to any intellectual property rights in or arising out of or in connection with your User Data, and all renewals and extensions thereof, shall belong to you.

When can we disclose your identity

We have the right to disclose your identity to any third party who is claiming that any User Data uploaded by you to the Monax Platform constitutes a violation of their intellectual property rights, or of their right to privacy. We have the right to remove and delete any User Data you upload to the Monax Platform if, in our opinion, your uploaded data does not comply with applicable content standards outlined in these Terms.

How we may use your personal information

  • We will use any personal information you provide to us to:

    • provide the Monax Services;

    • inform you about other products or services that we provide, but you may stop receiving these at any time by unsubscribing to the applicable information source. If you have any difficulty unsubscribing, please contact us through the chat button that appears on the bottom lefthand corner of the screen.

  • Further details of how we will process your personal information are set out in the Privacy Policy.

Limitation of liability

YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

Indemnification

Users are responsible for any liability arising out of content contributed to the Monax Platform or the Monax Services or any other services offered through the Monax API (User Materials). You will indemnify, defend and hold Monax and its officers, members, directors, employees, contractors and agents harmless from and against any and all claims, actions, suits, allegations, losses, costs or damages arising out of the contents of any User Materials or the use thereof.

What liability cannot be limited or excluded

Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

  • death or personal injury caused by negligence; and

  • fraud or fraudulent misrepresentation.

What losses you will not be able to recover from us

Subject to above, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

  • loss of profits;

  • loss of sales or business;

  • loss of agreements or contracts;

  • loss of use or corruption of software, data or information;

  • loss of or damage to goodwill; and

  • any indirect or consequential loss.

You can only recover losses from us up to our liability cap

Our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the total value, in pounds sterling received by us from you in the 12 months prior to the event giving rise to the relevant claim.

You must tell us within 6 months if you are going to make a claim

Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire six months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

Confidentiality

We must both keep confidential information secret

We each undertake that we will not at any time during the Contract, and for a period of five years after termination of the Contract or a successor agreement, disclose to any person any confidential information concerning one another’s business, affairs, customers, clients or suppliers, (including your User Data) except as expressly permitted by these Terms.

When we are allowed to disclose confidential information

We each may disclose the other’s confidential information:

  • to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with the confidentiality requirements of this Contract; and

  • as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

How we can each use the other’s confidential information

Each of us may only use the other’s confidential information for the purpose of fulfilling our respective obligations under the Contract.

Our rights to end the Contract

We may disable access if you violate these Terms

Although you will be expected to abide by the terms relevant to the Monax Website as long as you continue to access the Monax Website, we may suspend your access to or use of all or part of the Monax Services at any time without notice to you. Upon your request via the chat button in the bottom lefthand corner of your screen or via email to [email protected] , we will assist you in retrieving copies of your agreements. We may suspend your access to or use of the Monax Services if you do not make a payment when it is due. We may suspend your access to or use of the Monax Services at any time if you breach the terms of this Contract including, without limitation, the provisions relating to what you must not do when using the Monax Services.

You may end the Contract by giving up access

You may end the Contract at any time with immediate effect by canceling your subscription.

Your rights on termination

Termination of the Contract will not affect your or our rights and remedies that have accrued as of termination.

Your Monax Assets Following Termination

If we disable your access to the Monax Services, you may request our assistance via the chat button in the bottom lefthand corner of your screen or via email to [email protected] , and we will assist you in retrieving copies of your agreements. In the event of your incapacitation, we will respond to a mandate arising by operation of applicable law or issued by a court of competent jurisdiction or any governmental or regulatory authority.

Certain Clauses of the Contract will continue after termination

Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect, including but not limited to terms pertaining to indemnification and confidentiality.

Events outside our control

We are not responsible for things that are outside of our control

We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).

What will happen if there is an Event Outside Our Control

If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:

  • we will notify you as soon as reasonably possible of any changes to the Monax Services that may affect you; and

  • our obligations under the Contract will be suspended for the duration of the Event Outside Our Control.

When the Monax Services will be restored

If an Event Outside Our Control takes place, we will make commercially reasonable efforts to restore the provision of the Monax Services as quickly as possible.

Other important terms

We may transfer this agreement to someone else

We may transfer our rights and obligations under these Terms to another organisation. If we transfer this agreement in full, we will tell you in writing and we will ensure that the transfer will not affect your rights under the Contract.

You are not allowed to transfer your rights to someone else

This Contract is personal to you and you must not transfer your rights or your obligations under these Terms to another person.

Nobody else has any rights under this Contract

This Contract is between you and us. No other person shall have any rights to enforce any of its terms. Neither of us will need to get the agreement of any other person or entity in order to end the Contract or make any changes to these Terms.

If a court finds part of this Contract illegal, the rest will continue in force

Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

We can only vary the Contract if we both agree in writing

Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).

Even if we delay in enforcing this Contract, we can still enforce it later

If we do not insist immediately that you take any particular actions you are required to do under these Terms, or if we delay in taking steps against you in respect of your breaking this Contract, that will not mean that you do not have to do those things in the given or in any other instance and it will not prevent us taking steps against you at a later date.

If you are a business, any dispute or claim arising out of or in connection with the Contract between us or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of New York and the courts of the State of New York shall have exclusive jurisdiction to settle any such dispute or claim.

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