Agreement on Access to and Use of the products by sproof GmbH
This Agreement (“Agreement”) is made between:
sproof GmbH, Schlossallee 7/1, 5412 Puch b. Hallein, Austria (“the Provider”)
the User (“User”)
This Agreement constitutes a binding contract between the Provider and the User and shall be effective when signed by the User.
1.1 The Provider operates under the name sproof GmbH a non-custodial provider for registering digital data in a blockchain and/or distributed hash table/decentralized file system (“sproof registry” or “platform”) and a platform for signing digital documents (“sproof sign” or “platform”). In sproof registry, any action that is performed,, such as (but not limited to) creating a profile, registering a document or confirming other profiles is called an “event”. Events are registered to the blockchain via “transactions”.
1.2 In the agreement, the term User covers non-qualified as well as qualified Users.
1.3 The User wishes to use technology provided by sproof to use the services of blockchain technology which enables to timestamp data and register hashes of documents. Or the User wishes to use technology provided by sproof to sign a document or invite others to sign a document.
1.4 For the use of sproof registry, the User has to create its own public/private key pair. There might be fees for events and transactions as laid out in the Provider’s fee model.
2. Purpose of the Agreement
2.1 The purpose of this Agreement is to govern the terms and the procedures for the participation and the use of sproof by the User.
2.2 The information in this Agreement is not exhaustive; the following documents which are available on the website are extending the understanding of what sproof provides: https://sproof.io and https://sign.sproof.io.
3.1 The User acknowledges that he has been extensively explained and has fully understood the proper use and all the functions of sproof and agrees not to hold the Provider responsible for any errors occurring as a result of the User using sproof. The User further understands that the procedures related to the use of sproof can be changed at any time by the Provider, who is under no responsibility to inform the User of such changes.
3.2 The User acknowledges his familiarity with the general procedures of blockchain technology and assumes responsibility for his transactions. The User is in particular understands that data registered in a blockchain or in a distributed hash table/decentralized file system cannot be deleted or modified under normal conditions. Furthermore, the User is solely responsible to properly store its credentials/private keys of its virtual currency, as sproof at no moment has access to the User’s credentials/private keys.
3.3 Electronic and computer-based systems such as sproof are inherently vulnerable to disruption, delay or failure and such systems may therefore be unavailable to the User for an unforeseeable period of time. As a result, the User agrees not to hold the Provider liable in the event of such occurrences and the Provider shall not be held responsible for any loss resulting thereof.
3.4 In addition, the User understands that the Provider is unable to know whether someone other than the User has accessed the platform using the User’s credentials.
3.5 The user acknowledges that hash references stored publicly may allow to link individuals and thus contain personal data. The user takes state-of-the-art measures in order to prevent this, by, e.g., adding a salt to documents. This applies to sproof registry only.
4. Registration Process
4.1 After having signed the Agreement, the user is entitled to register as a User with sproof.
4.2 The registration process is guided within the application.
4.3 The Provider will notify the User as to whether or not the registration is successful. The Provider may decline to accept any registered User at full discretion and without being obliged to provide any reason.
4.4 After registration the User will be able to enter the platform.
5. Fees and Prepayment Options
5.1 The User can purchase the following service level agreement (SLA) from the Provider for the use of sproof:
- Monthly plans
- Yearly plans
- Additional documents (sproof registry only)
- Additional transactions (sproof registry only)
See https://sproof.io/products. The Provider reserves the right to change the present numbers and structure at its discretion in the future.
5.2 Once the month and year, respectively is over, the qualified User can purchase another package based on this agreement by making a further prepayment. The plan is renewed automatically for another period if not cancelled by the user.
6.1 The User is solely responsible for ensuring compliance with all laws in his country of residence or the country from which he may access sproof and the Provider accepts no responsibility for any breach of such laws by the User.
6.2. The aforementioned responsibilities explicitly covers the accordance of the User to the regulations of payments of taxes for non-EU residents.
7. User’s Obligations and Representation
7.1 The User, by accessing sproof, represents and warrants that any data and document he will enter into the platform will be in compliance with all applicable laws in his country of residence at any time.
7.2 The User will be liable to the Provider and any of its directors and hereby agrees to indemnify the Provider and such directors against any and all claims, losses, expenses or liabilities arising out of or in connection with any such non-compliance or alleged non-compliance by the User. The directors of the Provider may enforce these obligations directly against the User to the extent permitted by the applicable law.
7.3 The User must notify the Provider should any of the details or information which the User has provided have changed.
8. Suspension and Removal
8.1 The Provider reserves the right to refuse, suspend or cancel the access of the User to the platform at any time, in particular when the Provider becomes aware of or has justified concerns about any of the following:
- the User did not provide true, accurate or complete information in relation to his personal details and all other dealings with the Provider;
- the information provided by the User cannot be verified or confirmed;
- legal compliance checks on the User provide non-satisfactory results;
- breach of the obligations under this Agreement or the Terms and Conditions of the Provider by the User;
- any other issue of the User that may affect the User’s eligibility as a User in relation to sproof.
8.2 In the case of a suspension or removal based on cf. 8.1, the Provider is not required to refund the provided upfront contribution.
9. Services of the Provider
9.1 The Provider grants the User the right to access the platform as a User and to create events (e.g., registering documents) or sign documents in accordance with the Terms and Conditions and the Privacy Notice. Pursuant to the Terms and Conditions and the Privacy Notice, the Provider may maintain a database of registered Users who will receive information about the platform and on offers.
10.1 The Provider only guarantees the operation of the platform under regular conditions and does not owe any further legal responsibility to the User.
10.2 The decision to perform actions on the platform is based on the User’s independent assessment and made at the User’s sole risk.
10.3 sproof does not assume any responsibility with respect to the User losing access to its data or documents. This in particular applies to the mishandling of the User’s private keys. Moreover, blockchain based smart contracts are known to have significant vulnerabilities. sproof does not assume any responsibility in the event of loss of User’s data or documents, in particular due to a smart contract vulnerability or a blockchain re-organization. This applies to sproof registry only.
11.1 Notice to the Provider: any notice pursuant to this Agreement shall be in writing and be given by sending the same by email to the Provider at firstname.lastname@example.org.
11.2 Notice to the User: any notice pursuant to this Agreement shall be in writing and be given by sending the same by email to the User.
12. Term and Orderly Termination
12.1 This Agreement is entered into for an unlimited term.
12.2 Either party may terminate the Agreement by giving written notice to the other party with a notice period of 1 month.
12.3 Purchased SLA service is not refundable.
13. Further Information
13.1 All information which the Provider is required to make available to the User are provided on the sproof website.
14.1 The Agreement constitutes the entire agreement and supersedes all prior or contemporaneous oral or written agreements between the parties in relation to the subject matter hereof.
14.2 If a clause of the Agreement or a part of a clause is determined by whatever reason to be invalid, unlawful or unenforceable, this shall not affect the validity or enforceability of any other provision of this Agreement. The parties of this Agreement agree to replace such provision by another provision or provisions, which will as closely as possible reflect the original intention of the parties.
14.3 Nothing in the Agreement will constitute a partnership, agency relationship or contract of employment between the parties.
14.4 This Agreement shall not be assignable by either party without the prior written consent of the other party, which may be withheld at each party’s sole discretion; provided that no such prior written consent shall be required in connection with a bona fide merger, consolidation or transfer or sale of all or substantially all of a party’s assets. Any assignment in contravention of this Agreement shall be null and void.
14.5 Any change and amendment to this Agreement shall only be effective if it is made in writing and agreed by the parties. The same applies to changes and amendments to this clause.
14.6 This agreement can be changed by the Provider at any time. Changes the to the agreement are made known to the User via email. In case of changes to the agreement by the Provider, Users have the right to terminate the Agreement by giving written notice within a period of one month.
15. Governing Law
15.1 This Agreement shall be governed by and construed in accordance with the laws of Austria; and the courts of the Federal State of Salzburg and Austria will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Agreement.