Updated: October 18th, 2023
PLEASE READ SECTION 15 ENTITLED “DISPUTE RESOLUTION, GOVERNING LAW, AND JURISDICTION” CAREFULLY, AS IT LIMITS OR MAY OTHERWISE AFFECT YOUR LEGAL RIGHTS AGAINST HUMAN.
BY DOWNLOADING AND USING THE HUMAN APP, YOU ARE CONFIRMING THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THESE TERMS AS WELL AS ANY OTHER POLICIES OR GUIDELINES MADE AVAILABLE THROUGH THE HUMAN APP AND FULLY UNDERSTAND THE RISKS, COSTS AND BENEFITS RELATED TO TRANSACTIONS MADE USING THE HUMAN APP. IF YOU DO NOT AGREE WITH THESE TERMS, YOU ARE NOT PERMITTED TO USE AND MUST DISCONTINUE USING THE HUMAN APP.
3. Changes to Terms
We reserve the right to modify these Terms at any time without prior notice. If we choose to amend the Terms, we will update the “Last Updated” date at the top of the Terms and post the updated version. All changes are effective immediately when we post them, and apply to all access to and use of the Human App thereafter, unless we expressly specify otherwise. In any event, no changes will apply retroactively as to any claims for which the parties have actual notice on or before the “Last Updated” date. However, any changes to the dispute resolution provisions set out in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice on or before the date the change is reflected on the Human App. It is your responsibility to regularly check these Terms to stay informed of updates, as they are binding. We will indicate that these Terms have been updated by updating the “last updated” date at the top of these Terms. Your continued use of the Human App following the posting of revised Terms means that you accept and agree to the changes. All provisions of these Terms that, by their nature, should survive termination shall remain in effect after termination.
4. User Eligibility
You hereby represent and warrant, to and for the benefit of us and each of our officers, directors, supervisors, shareholders, members, investors, employees, agents, service providers and affiliates, that you satisfy all of the eligibility requirements as of each date that you access and/or use the Human App:
you are of legal age in the jurisdiction in which you reside and you have legal capacity to enter into the Terms and be bound by them;
you are not a resident, citizen, national or agent of Belarus, Burundi, Crimea and Sevastopol, Cuba, Democratic Republic of Congo, Iran, Iraq, Libya, North Korea, Somalia, Sudan, Syria, Venezuela, Zimbabwe or any other country to which the United States embargoes goods or imposes similar sanctions (such embargoed or sanctioned territories, collectively, the “Restricted Territories”);
you are not an individual that is listed on any sanctions list or equivalent maintained by the United States (such sanctions-listed persons, collectively, “Sanctions Lists Persons”);
you do not directly or indirectly own or control, and have not received any assets from, any blockchain address belonging to or associated with any Sanctions Lists Persons;
you do not intend to transact in or with any Restricted Territories or Sanctions List Persons;
you will only have one Human App account, which must be in your real name;
you are not already restricted by Human from using the Human App; and
you are not creating an account with false information or on behalf of others.
If you fail to meet the eligibility requirements set forth herein or are otherwise not in strict compliance with these Terms, then you must not attempt to access or use the Human App. Use of a virtual private network (e.g., a VPN) or other means by restricted persons to access or use the Human App is prohibited and may subject you to legal liability for fraudulent use of the Human App.
5. Registration and Account Verification
To use the Human App, you must provide certain registration details and other identification information to create an account (“Account”). It is a condition of your use of the Human App that all the Account information you provide to us through the Human App is correct, current, and complete. We may, in our discretion, offer you a one-time verification reward in connection with your successful creation and verification of an Account, which reward shall be in an amount denominated in U.S. dollars and payable in the form of a debit card issued by a third party partner of Human or other manner of payment (“Verification Reward”). Your eligibility for a Verification Reward will be disclosed to you on and through your Account creation page and enrollment process, as applicable, and shall in all events be contingent on your proper set up of an Account and subsequent contribution of Human Dollars (as defined below) to a unique digital wallet to be maintained for the Human protocol and community, and subject to such additional conditions as disclosed to you on and through the applicable Account creation page and enrollment process. Human may, in its sole discretion, change the Verification Reward conditions and may choose to discontinue the Verification Reward at any time.
Upon downloading the Human App and registering for an Account according to these Terms, you are hereby granted a limited, non-exclusive, non-transferable, non-assignable, non-sublicensable license to access and use the Human App on a device owned or controlled by you. We shall have sole and complete control over the Human App, and reserve the right to withdraw or amend the Human App, and any service or material we provide through the Human App, in our sole discretion without notice. Notwithstanding anything contained in these Terms, we reserve the right, without notice and in our sole discretion, to impose limitations on, suspend, and/or terminate your right to access or use the Human App and your Account, in whole or in part, at any time and for any or no reason, and you acknowledge that we will not be liable if for any reason all or any part of the Human App is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Human App, or the entire Human App, to users, including registered users.
You are responsible for making all arrangements necessary for you to have access to the Human App.
We have the right, in our sole discretion, to:
take any necessary or desirable actions and/or exercise any of our rights and remedies any time and for any reason without notice in the event you breach these Terms; and
to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone using the Human App.
7. Human Dollar and Digital Wallet
As part of the Account registration process, you will be required to create a unique digital wallet for Human native coins (“Human Dollars”), and you will be responsible for recording and safekeeping the private key associated with the Human wallet for your Human Dollars (your “Digital Wallet”). Upon successful registration and creation of your Account on the Human App, a predetermined amount of Human Dollars (as disclosed to you on and through your Account creation page and enrollment process) will be minted on the Human blockchain and transferred to your Digital Wallet. You may direct the peer-to-peer transfer of your Human Dollars to other users of the Human App.
The Digital Wallet is non-custodial, which means Human does not own or control your Digital Wallets or any transactions between your Digital Wallet and the digital wallets of other users of the Human App. You have the sole responsibility to (a) establish, and maintain, in fully operational, secure and valid status, access to your Digital Wallet, and (b) maintain, in your fully secure possession, the credentials for accessing your Digital Wallet and the private key for your Digital Wallet. We do not hold custody of any coins, tokens or funds in your Digital Wallet and do not facilitate transactions to or from your Digital Wallet. In the event of any loss, hack or theft of any digital assets from your Digital Wallet, including any Human Dollars, you acknowledge and agree that you shall have no right(s), claim(s) or causes of action in any way whatsoever against us for such loss, hack or theft, including with respect to any digital asset.
Transactions related to Human Dollars on the Human App are managed and confirmed via the Human blockchain. We shall not be liable for the acts or omissions of any such blockchain or associated third parties, nor shall we be liable for any damage that you may suffer as a result of your transactions or any other interaction with any such blockchain or associated third parties.
8. Third-Party Services
Certain services offered by third-party service providers may be required for the functionality of or for the performance of certain actions on the Human App (“Third-Party Services”). We have no control over Third-Party Services, and accept no responsibility for them or for any loss or damage that may arise from your use of them. Your access and use of any Third-Party Services via the Human App is entirely at your own risk and subject to the terms and conditions of use for such Third-Party Services.
You agree not to use the Human App to:
Violate any law, regulation, or governmental policy in the US;
Infringe upon or violate intellectual property rights or any other rights of anyone else (including Human);
Jeopardize the security of your Digital Wallet or anyone else’s digital wallet;
Impersonate or attempt to impersonate another individual, entity, Human employee, agent, or another user of the Human App;
Attempt to transfer or sell any Human Dollars in a manner inconsistent with these Terms;
Infringe, in any way, on the rights of others or engage in or promote any behavior or activity that is harmful, offensive, fraudulent, deceptive, threatening, harassing, dangerous, defamatory, obscene, profane, discriminatory or otherwise illegal or objectionable;
Copy or store any Human App source code;
Modify or otherwise make any derivative uses of the Human App, or any portion thereof;
Decompile, reverse engineer, or otherwise attempt to obtain source code or underlying ideas or information of or relating to the Human App we provide;
Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Human App, the server on which any part of the Human App requires, or any other computer or database connected to the Human App;
Circumvent, remove, alter, deactivate, degrade, or thwart any technological measure or content protections of the Human App;
Attack the Human App via a denial-of-service attack or distributed denial-of-service attack;
Use the Human App to engage in fraud, or other deceptive, misleading, or manipulative activity;
Use any device, software, bot, or routine that interferes with the proper working of the Human App;
Use any manual or automated process to monitor or copy any of the material on the Human App or for any other unauthorized purpose, including, without limitation, using any automated or non-automated systems to scrape, copy, or distribute content without our prior written consent;
Damage, overburden, disable, or impair the Human App;
Introduce any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;
Engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Human App, or which, as determined by us, may harm or offend Human or its users, or otherwise expose them to any liability; or
Otherwise attempt to interfere with the proper working of the Human App.
You are responsible for paying any and all taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority that are associated with your use of the Human App, including, without limitation any taxes that may become payable as the result of your ownership, transfer or sale of Human Dollars.
The Human blockchain may require the payment of transaction fees (also referred to as “gas fees”) for transactions on the blockchain. The value of the transaction fee may change, often unpredictably, and is entirely outside of our control.
12. Intellectual Property Rights
12.1 Human App
You acknowledge and agree that we (or, as applicable, our licensors) own all right, title, and interest in and to all elements of the Human App, including, without limitation, all graphics, design, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, and all other elements of the Human App, including any artwork that is created by Human, its contractors, or licensors, (collectively, the “Human Materials”). Your use of the Human App does not grant you ownership of any other rights with respect to the Human Materials or the Human App, whether expressly, by implication, estoppel, reliance or otherwise, all of which are specifically excluded and disclaimed.
As a user of the Human App, you may be able to submit certain content, ideas, proposals, suggestions, or comments related to the Human App (“Feedback”). All Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.
13. Disclaimers of Warranties
YOUR USE OF THE HUMAN APP AND ANY SERVICES OR ITEMS OBTAINED THROUGH OR IN CONNECTION WITH THE HUMAN APP IS AT YOUR OWN RISK. THE HUMAN APP AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE HUMAN APP ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER HUMAN NOR ANY PERSON ASSOCIATED WITH HUMAN MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE HUMAN APP OR ANY DIGITAL ASSET.
TO THE FULLEST EXTENT PROVIDED BY LAW, HUMAN HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
You agree to defend, indemnify, and hold harmless Human, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms or your use of the Human App and any use of the Human Materials, other than as expressly authorized in these Terms, or your use of any information obtained from the Human App.
15. Dispute Resolution, Governing Law, and Jurisdiction
The Terms shall be governed by and interpreted in accordance with the laws of Delaware without regard to conflict of law principles. All disputes, claims and actions, at law or in equity, in connection with the Terms or the breach, termination, enforcement, interpretation or validity thereof, use of the Human App (collectively, “Disputes”) shall be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules (“AAA Rules”), and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall take place in Wilmington, DE before a single neutral arbitrator appointed in accordance with the AAA Rules and shall be conducted in the English language. All arbitrations shall be conducted and resolved on an individual basis and not a class-wide, multiple plaintiff or similar basis. No arbitration shall be consolidated with any other arbitration proceeding involving any other person or entity.
You have the right to opt-out and not be bound by these arbitration terms by sending written notice of your decision to opt-out to firstname.lastname@example.org within thirty (30) days of your earliest use or access of the Human App.
Subject to the above arbitration provisions, you and Human agree that all Disputes shall be settled in the federal or state courts located in Wilmington, Delaware, and each of us agrees that such courts shall have exclusive jurisdiction and venue for any such actions. Notwithstanding anything to the contrary, Human also may seek injunctive or other equitable relief for breach of these Terms in any court of competent jurisdiction wherever located. You consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum. The prevailing party in any suit, action or proceeding, including any arbitration proceeding, will be entitled to recover its reasonable legal fees and costs and expenses from the other party.
Notices from one party to any other party must be in the English language and must be reasonably detailed. Notices shall be effective on the date on which the notice is delivered to the notified party’s authorized email address or as published by Human as described herein. Until you receive notice of a different email address from us, Human’s authorized email address for all purposes of these Terms shall be the following: email@example.com.
17. Limitations of Liability:
NOTWITHSTANDING ANY CONTRARY PROVISION OF THESE TERMS OR FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY, AND TO THE FULLEST EXTENT NOT PROHIBITED BY APPLICABLE LAW, YOU AGREE AS FOLLOWS:
(a) IN NO EVENT WILL HUMAN BE LIABLE FOR (I) ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES OR LIABILITIES WHATSOEVER, OR (II) ANY DAMAGES FOR LOSS OF ANY DIGITAL ASSETS, DATA, INFORMATION, REVENUE, PROFITS OR OTHER BUSINESSES OR FINANCIAL BENEFITS, IN ANY CASE WHETHER UNDER CONTRACT, TORT, NEGLIGENCE, STATUTE, STRICT LIABILITY OR OTHER THEORY EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR CONNECTED WITH ACCESS OR USE OF THE HUMAN APP, INCLUDING, WITHOUT LIMITATION, THE FOLLOWING: (A) ANY UNAUTHORIZED USE OF THE HUMAN APP OR SERVICES; (B) ANY HUMAN DOLLAR; (C) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT ARE FOUND IN THE HUMAN APP OR SERVICES (REGARDLESS OF THE SOURCE OF ORIGINATION); (D) ANY INJURY OR DAMAGE TO EQUIPMENT; OR (E) THEFT, TAMPERING, OR DESTRUCTION OF, OR UNAUTHORIZED ACCESS TO THE HUMAN APP, HUMAN DOLLARS, OR DATA OR CONTENT OF ANY KIND;
(b) IN NO EVENT SHALL OUR LIABILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR ALL DAMAGES OR LIABILITIES EXCEED IN THE AGGREGATE THE AMOUNT OF TWENTY-FIVE U.S. DOLLARS (USD $25.00) OR ITS EQUIVALENT IN THE LOCAL CURRENCY OF THE APPLICABLE JURISDICTION; and
(c) NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT THE LIABILITY OF EITHER PARTY FOR DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE. SOME JURISDICTIONS FURTHER DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES OR OTHER DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE FOREGOING LIMITATIONS OF LIABILITY UNDER THIS SECTION 17 SHALL NOT APPLY IF AND TO THE EXTENT OF WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.
The failure by us to enforce any right or provision of these Terms shall not prevent any party from enforcing such right or provision in the future. No waiver by a party of any of the provisions of these Terms is effective unless explicitly set forth in writing and signed by such party. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be unlawful, invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.
The headings of the sections and subsections contained in these Terms are included for reference purposes only, solely for the convenience of the parties, and shall not in any way be deemed to affect the meaning, interpretation or applicability of these Terms or provision hereof. When the context requires, the plural shall include the singular and the singular the plural; and any gender shall include any other gender. All references to “including” or “includes” or any variation thereof shall be deemed to include the terms “without limitation”. The words “hereunder,” “hereof,” “hereto” and words of similar import shall be deemed references to these Terms as a whole. To the extent not prohibited by applicable law, these Terms shall not be construed against the party who drafted these Terms.
21. Entire Agreement
These Terms constitute the sole and entire agreement between you and Human regarding the Human App and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Human App.