This Agreement is the primary legal document that sets and defines the terms of access to and use of Aggregion Platform 2.0 (the “Platform”).
Use of the Platform as such as defined in this Agreement shall constitute unconditional acceptance of all the provisions of this Agreement.
1. Basic Definitions
1.1 Platform — the Aggregion 2.0 Platform as such is described in Chapter 2 of this Agreement. Unless directly stipulated otherwise in a provision of this Agreement, the term Platform may be used in reference to the Platform as a whole or any of its parts (components, functions) regardless of the use or intent to use only a part of the Platform (its separate functions or components).
1.2 Platform Tier — Base Tier or Shell Tier as such are defined in paragraph 2.3 of this Agreement.
1.3 User – Business User and/or End User.
1.4 Business User — Platform user using the Platform for creating own services based on the Platform’s functionality, whether involving Shell Tier development or not, as such is defined in paragraph 2.6 of this Agreement.
1.5 End User — user that acquires rights of access to content or any other item managed via the Platform through a service offered by a Business User or another party.
1.6 Developer — Aggregion Group Ltd, a company under BVI law that owns the rights to all Platform components (except for those to any open source software used), the Documentation and the Brand, as well as any of its affiliates.
1.7 Resources — a quantitative measure that determines the total volume of computations needed for having an operation performed on the Platform.
1.8 Third-party Developer — any person involved with the development and deployment of shell-tier software.
1.9 AGR — a technology for making payments for using the Platform as such is described in Chapter 4 of this Agreement.
1.10 Documentation — user instructions, guidebooks, and technical information intended for Third-party Developers, as well as other similar documents that describe the Platform and originate with the Developer.
1.11 Community — a form of Platform management calling for the users taking part in making substantive decisions on Platform management by way of majority voting.
1.12 Brand — the totality of the Platform’s protected means of individualization and the Aggregion trademark, including trademarks, logos, corporate identity and other means of individualization as set forth in the respective laws of relevant countries.
2. Aggregion 2.0 Platform
2.1 The Aggregion 2.0 Platform, also referred to herein as the Platform, is a complex software solution that includes a number of components. The Platform may incorporate freely distributed (open source) and proprietary software components. The Platform also incorporates certain components that make use of the blockchain technology.
2.2 The Platform’s primary function is to control access. In this capacity, the Platform may, among other things, be used for performing the following tasks:
2.2.1 Management of access to any content, such as video, audio, graphic designs, streamed content, multimedia products, etc.;
2.2.2 Management of access to software and devices and robots using same;
2.2.3 Identity verification and granting of access;
2.2.4 Management of access to services;
2.2.5 Creation of other services, of which the core is access management;
2.2.6 Other tasks based on the Platform’s core functionality.
2.3 The Platform functions on two levels: Base Tier and Shell Tier. The Base Tier comprises the performance by the Platform of its core access control function. There is no separate Base Tier interface available, and Base Tier access is performed from the Shell Tier. The Shell Tier calls for developing a special interface for using Base Tier functionality, as commensurate with the objectives pursued by any respective Shell Tier developer.
2.4 Shell Tier programming may be performed by any third-party developer. Shell Tier functionality allows for solving specific tasks without making use of the full extent of such functionality, as it is defined in paragraph 2.2 of this Agreement. Furthermore, additional services or functions developed directly at the Shell Tier may be offered to users.
2.5 The Platform’s performance at the Base Tier is predicated on the Resources needed (amount of computations required for fulfilling a user’s request). The cost of using the Platform is determined based on the amount of Resources required (Chapter 4 of this Agreement).
2.6 A Business User of the Platform is any person who predicates the service he, she or it offers on the use of the Platform’s functionality set forth in paragraph 2.2 of this Agreement, whether doing Shell Tier development itself or using an application offered by another developer. Developing and implementing solutions on the Shell Tier also makes the developer a Business User of the Platform for the purposes of this Agreement. By beginning to use the Platform in the manner described in this paragraph, Business Users shall be deemed to have thoroughly familiarized themselves with and expressed their unconditional consent to be bound by this Agreement without any exceptions. In the event of disagreement with any of the provisions of this Agreement, a Business User shall immediately stop using the Platform and remove all Platform components and code fragments in his or her possession.
3.1 The Developer hereby reserves all intellectual property rights related to the Platform. The Developer reserves said rights on the Platform with respect to its Base Tier, Shell Tier development performed by the Developer, or by others at its request or on its instructions, documentation, instructions, guidelines and any other intellectual property that is directly or indirectly related to the Platform. Unless expressly stipulated otherwise in this Agreement, no intellectual property rights or licenses shall be transferred to the User.
3.2 The Developer hereby reserves all the rights to the Brands the way it exists at the time of this Agreement and will exist for the duration of this Agreement. The rights to the Brand shall include the right to register and use appropriate trademarks in any country of the world, corporate identity, name and any derivatives thereof. The Developer hereby expressly stipulates that the rights to the Brand shall in no way be related to the user license granted under this paragraph of the present Agreement.
3.3 Obtaining a license and paying a fee for using the Platform, including its Base Tier and Shell Tier, and acquisition of AGR may not and shall not grant the Business User any corporate rights with respect to the Developer, or any Shell Tier developer, and, among other things, shall not entitle the former to share in the profits or participate in the activities of the management bodies, the development of [meeting] agendas or voting, nor attend any meetings of management bodies or receive any information about their activities, etc. When granting a license subject to the terms set forth herein, the Developer shall preserve its complete corporate independence and suffer no encumbrances thereupon except where and as expressly stipulated in this Agreement.
3.4 Pursuant to paragraphs 3.1, 3.2 and 3.3 of this Agreement, the Developer hereby grants the Business User permission to use the Platform by way of copying, installation, execution or launching of the Platform, as well as derive useful effects from Platform operations. Said license shall entitle the Business User to organize its own services based on the use of the Platform’s useful effects, regardless of whether the Business User is doing so to derive a profit. The license shall include the right to independently develop and deploy Shell Tier applications on the Platform as a Third-party Developer and receive remuneration for making such Shell Tier applications available to other users.
3.5 The license described in paragraph 3.4 of this Agreement shall come into effect if the Business User agrees to this Agreement as it is defined in paragraph 2.6 herein and completely and exhaustively complies therewith, including discharging all Business User obligations, as envisaged in this Agreement.
3.6 The User shall bear the costs of any decision to use the Platform, develop hardware or software solutions for beginning to use the Platform and integrating the Platform with its existing services, or do any Shell Tier development and/or modifications. The Developer is not the promoter or originator of the initiative to use the Platform and shall not be liable to indemnify the Business User in any manner whatsoever against any costs associated with its migration to the Platform or development of user interfaces for the Platform, nor guarantees cost recovery or any other financial performance the Business User may expect as a result of using the Platform.
4.1 When using the Platform, Business Users shall pay a user fee.
4.2 Platform use fees shall be paid for using the Platform at both the base and shell tiers. Rates for using the Base Tier have been incorporated in the Platform’s operating algorithms and are based on the amount of Resources used. Rates for using any Shell Tier applications shall be set by their respective developers.
4.3 The Platform makes use of AGR and a system to account for same to monitor Platform operations and ensure accurate billing. Making any Base Tier or Shell Tier transactions on the Platform that are subject to fees shall cause AGR in the user’s wallet to be expended and written off. Therefore, to use the Platform, users need AGR that are expended based on the amount of Platform services used and the Resources required to produce same.
4.4 AGR is not a currency, security or any other property, nor is it an investment asset. It is part of the Platform’s technology related to the payment of fees, and its sole purpose is to ensure the users’ ability to work on the Platform.
4.5 For the avoidance of any misinterpretation, the Developer hereby expressly stipulates that no purchase of AGR from it shall cause it to acquire any obligations that may be associated with securities, and in particular, AGR do not entitle the purchaser to share in the Developer’s profits or participate in its management bodies in any manner whatsoever.
4.6 Whether a User has AGR shall not affect the scope of his or her rights or authority as a member of the Community. No User activities in their capacity as members of the Community shall require expenditure of AGR.
4.7 The Developer shall be entitled to sell AGR at the price of its own choosing. The Developer may set the AGR price based on the costs of supporting the Platform, including its Base Tier and any Shell Tier applications deployed by the Developer, as well as currency exchange rates and purchasing power. Furthermore, no speculative factors inherent in such investment instruments as shares, futures contracts, etc. shall affect the price of AGR sold by the Developer.
4.8 The Developer may engage distributors to sell AGR in different countries or make AGR available free of charge at its own discretion for advertising or other similar purposes, as an incentive for users to increase their activities on the Platform.
4.9 Expending AGR on the Platform does not necessarily mean that the AGR so expended revert to the Developer.
4.10 The Developer shall have the discretion to set a nominal value for AGR and make use of a system of discounts for purchasers of AGR. Setting a nominal value for AGR shall not mean that the Developer stands ready to redeem AGR at any particular rate. On the contrary, the Developer will not accept back AGR purchased from it nor redeem it under any circumstances or in any manner whatsoever. Additionally, the Developer makes no warranties that AGR may or will be purchased by any other party.
4.11 Even though the technology underlying AGR allows, in principle, for the transfer of AGR among users, the Developer will not organize, promote, control or support any such exchange in any manner whatsoever. The Developer has no intention of creating a speculative AGR market. The User understands that in the event of any transfer of AGR to a third party, neither the Developer nor any other person will be party to the transaction, nor control or verify same. Users may transfer AGR to other parties at their own risk.
4.12 The User understands that purchasing AGR will not result in acquisition of any property, and that AGR has no inherent value outside of its specific purpose on the Platform. In the event the User decides to stop using the Platform, any AGR acquired and funds expended to acquire same will be irrevocably lost.
4.13 Acquisition of AGR may be related to going through KYC procedures.
5. Obligations of Business Users
5.1 Business Users shall have proper legal capacity in the country or countries where they operate. Individual Business Users shall be at least 18 years old. Business Users that are legal entities shall be duly organized, validly existing and in good standing under the laws of their domiciliary jurisdiction and each jurisdiction where they conduct business.
5.2 Business Users shall be solely responsible for obtaining any permits necessary for organizing the services they intend to offer using the Platform in the country or countries where such users conduct operations, if such special permits are required by the law of the country or countries where such Business Users operate.
5.3 A Business User shall be aware of the basic principles of the legal regime applicable to intellectual property and of relevant information and the specific manner of its circulation in the country where the Business User conducts operations, as required by said country’s law, as well as in the countries where it intends to offer its services based on the use of the Platform.
5.4 Business Users shall be solely responsible for any legal consequences the use of the Platform and the granting of access to any [intellectual] property managed via same may entail. In particular, Business Users may not use the Platform for providing unlawful access to content (such as engaging in digital piracy or other such similar activities), distribution of any prohibited content or software or for any other activities that violate the rights and lawful interests of third parties, and in particular, undermine their reputation and dignity or allow unlawful access to personal information, photos or videos; nor may they engage in any other activities on the Platform that are unlawful or violate accepted public morals or decency standards.
5.5 Business Users shall independently develop and post the terms and conditions applicable to their services based on the Platform’s functionality, and specifically, those applicable to the protection of personal information and data of the End Users, fees and the manner of their payment. Furthermore, Business Users shall not introduce any terms or provisions that contravene this Agreement; in particular, they shall not make any warranties or representations with respect to the Platform and its characteristics unless those have been confirmed by the Developer. Business Users shall not make any misrepresentations to End Users with respect to the Platform or any component thereof.
5.6 When using the Platform, Business Users shall abide by the Documentation released by the Developer. Business Users shall ascertain they are using the most recent versions of said Documentation. Where Business Users make use of Shell Tier applications offered by Third-party Developers, they shall follow instructions and guidelines published by such respective Third-party Developers.
5.7 Business Users shall comply with all lawful requests of government authorities acting within the scope of their respective competence or jurisdiction, as related to the Business User and its use of the Platform, including demands for ceasing any violations of applicable law, compliance with any injunctions, etc.
5.8 Business Users shall not be subject to sanctions by any country or countries and/or international organizations, nor serve as agents for any such persons or act in any other manner whatsoever to allow any such persons to gain access to the Platform.
6. Obligations of Third-party Developers
6.1 Third-party Developers shall have proper legal capacity in the country or countries where they operate. Individual Third-party Developers shall be at least 18 years old. Third-party Developers that are legal entities shall be duly organized, validly existing and in good standing under the laws of their domiciliary jurisdiction and each jurisdiction where they conduct business.
6.2 Third-party Developers may develop Shell Tier add-ons to the Platform.
6.3 Third-party Developers shall have sufficient expertise in computer technologies to conduct development. A Third-party Developer shall be aware of the basic principles of the legal regime applicable to intellectual property and of relevant information and the specific manner of its circulation in the country where the Third-party Developer conducts operations, as required by said country’s law, as well as in the countries where it intends to deploy its Shell Tier applications.
6.4 Third-party Developers may not conduct any development on the Platform, of which the objective is to violate any third-party rights or lawful interests, or violate the law, including that in the area of intellectual property protection, or to distribute content or software of which the use and/or to which access is prohibited. This condition shall also apply to Shell Tier back office development by the Third-party Developer, including interface creation.
6.5 When conducting development and creating add-ons, Third-party Developers shall be bound by the Platform Documentation. Third-party Developers shall ascertain they are using the most recent versions of said Documentation.
6.6 Third-party Developers shall be solely liable to Business Users and End Users with respect to any of the Shell Tier applications they develop on the Platform.
6.8 No Third-party Developer shall claim Platform functionality that has not been introduced by the Developer or a Third-party Developer (i.e., make misrepresentations about the Platform’s functionality) or make any warranties or representations with respect to the Platform that cannot be honored.
6.9 Third-party Developers shall comply with all lawful requests of government authorities acting within the scope of their respective competence or jurisdiction, as related to the Third-party Developer and its use of the Platform, including demands for ceasing any violations of applicable law, compliance with any injunctions, etc.
6.10 Third-party Developers shall take any and all reasonable measures to ensure security and data protection commensurate with the technology available at the time the respective Shell Tier application is released by its Third-party Developer. When discovering any Base Tier vulnerabilities on the Platform (including those in any third-party software or open source code used), Third-party Developers shall take prompt measures to rectify same.
6.11 Third-party Developers shall not be subject to sanctions by any country or countries and/or international organizations, nor serve as agents for any such persons or act in any other manner whatsoever to allow any such persons to gain access to the Platform.
7. Obligations of End Users
7.1 End Users shall have proper legal capacity in the country or countries where they operate. Individual End Users shall be at least 18 years old. End Users that are legal entities shall be duly organized, validly existing and in good standing under the laws of their domiciliary jurisdiction and each jurisdiction where they conduct business.
7.2 End Users shall not use the Platform for any unlawful purposes, such as gaining access to prohibited content or software, gaining access to content in violation of copyright or any other intellectual property rights, violation of the right to private life or other unlawful or morally reprehensible purposes.
7.3 End Users shall comply with all lawful requests of government authorities acting within the scope of their respective competence or jurisdiction, as related to the End User and his or her use of the Platform, including demands for ceasing any violations of applicable law, compliance with any injunctions, etc.
7.4 End Users shall not be subject to sanctions by any country or countries and/or international organizations, nor serve as agents for any such persons or act in any other manner whatsoever to allow any such persons to gain access to the Platform.
7.5 End Users shall review all End User-related Documentation and user documentation released by Third-party Developers, where applicable.
7.6 End Users shall keep their accounts secure and never reveal their passwords to third parties.
7.7 End Users shall not allow third parties to take any action using their accounts.
7.8 End Users shall only use their own accounts.
8.1 The Community comprises Platform users that may vote for specific solutions not provided for in the Platform’s Base Tier algorithms or for changing specific rules incorporated into the Platform’s Base Tier algorithms.
8.2 Voting rules, including user eligibility requirements and decision making procedures (rules for reaching a consensus) shall be set by the Developer and published as part of the Documentation. Subsequently, the Community may change any such procedures.
8.3 An independent not-for-profit organization may be created to organize the Community and its activities.
9. Limited Liability
9.1 The Platform is made available “as is”. The Developer gives no warranties, whether express, implied, provided for in the law or otherwise, and expressly denies any implied warranties, including any warranties as to suitability for commercial use, suitability for intended purpose or lack of defects to the maximum extent allowed under applicable law. The Developer shall not be subject to any claims for damages, whether direct or indirect, penalties, any in-kind action whatsoever or any other claims arising out of adverse consequences suffered by users.
9.2 The Developer may decide to stop developing and supporting the Platform in its entirety or a part thereof (in particular, stop supporting Third-party Shell Tier applications). The Developer makes no warranties or representations as to continuing Platform support for the duration of any particular period of time.
9.3 The Developer cannot and shall not be liable for any action taken on the Platform by Business Users, Third-party Developers or End Users. The Developer does not possess a technical capability for supervising any such action and shall not be subject to money claims or demands for any action to be taken on the Platform by any Business User, Third-party Developer or End User. For the avoidance of doubt, the Developer expressly stipulates that it is in no position (due to the lack of a technical capability) to cancel or change any action taken by users on the Platform.
9.4 NOTICE OF RISKS ASSOCIATED WITH USING THE PLATFORM
9.4.1 Risk of losing access to the user account. A password is needed to access and manage one’s account on the Platform. Losing said password will cause the user to lose access to the account and, specifically, to any AGR maintained therein. The Platform does not have a technical capability for recovering passwords, i.e. any loss of password would be irrecoverable.
9.4.2 Risk of getting hacked. The Platform and any accounts on it may become a target of an attack by hackers or other criminal groups seeking to gain unlawful access to user accounts. The probability of getting hacked will depend on the ease of access to the User’s devices and the extent of protections and security measures employed. Nevertheless, this risk could not be eliminated in its entirety. In the event of getting hacked, the User may lose access to the account and, specifically, to any AGR maintained therein. The Platform does not have a technical capability for restoring access if it is lost as a result of any illegal actions or otherwise.
9.4.3 Security vulnerabilities. The Platform may become a target for hackers or other criminal groups seeking to interfere with its operations on all levels or on one of them, including applications by Third-party Developers. When developing the Platform, including its Base Tier and own elements of the Shell Tier, the Developer adhered to the highest information security standards. Nevertheless, since the Platform makes use of open source and certain third-party software, no amount of security measures could completely eliminate the risk of security vulnerabilities. A security vulnerability means that a successful illegal interference with the Platform’s operations may cause users to experience difficulties with or outright interruption of their activities (including the loss of access to AGR), and the Developer will not be able to guarantee any specific outcome and cannot be held liable for any possible adverse consequences. Specifically, no compensation or damages may be claimed in the event of such an eventuality.
9.4.4 Legal risks associated with the blockchain technology. Since at the moment the laws of different countries afford different treatment to blockchain-based projects, there is a possibility that Platform operations, and specifically, acquisition of AGR, may be prohibited or limited in some countries. The Developer cannot guarantee that the use of the Platform and acquisition of AGR in any specific country where the User may operate will not be limited or prohibited. The User shall be solely responsible for the decision to use the Platform, and the Developer shall not be liable for any such decisions.
9.4.5 Tax risks. Operations on the Platform, acquisition of AGR and transfer of AGR to a different user may be subject to tax in certain countries. The User shall independently appraise the legislative requirements in effect in any specific country or countries where the User intends to operate and do its own tax planning.
9.4.6 Risk of insufficient interest in the Platform. Insufficient numbers of users on the Platform will make any operations on it less effective.
9.4.7 Community decision risk. Since the Platform’s technology allows the Community to change the rules in effect on the Platform, any such change may have a potential adverse effect for any particular user’s interests and expectations.
9.4.8 New technology risk. Since computer technology is progressing rapidly, there is a risk that the technology used by the Platform may become obsolete, which will reduce the Platform’s effectiveness and the number of its users.
9.4.9 Risk of competition. Other parties may launch similar projects to compete with the Platform or some of its operations, which may cause a reduction in the number of users on the Platform and, as a result, its diminished effectiveness.
10. Privacy and Data Protection
10.1 The User shall take any and all reasonable measures to ensure secure access to the Platform, including but not limited to safekeeping of its user name and password for accessing the system.
10.2 The Developer has no technical capability for recovering passwords. Users shall take independent action to protect their passwords, and where there may be a suspicion they have been compromised, immediately change same and take other reasonable measures for minimizing the risk of any adverse consequences.
10.3 The Developer recognizes and respects the right to privacy and data protection. However, information about any rights management action taken on the Platform is public and verifiable, which is an integral feature of the Platform’s design. The Platform’s Base Tier and the elements of its Shell Tier produced by the Developer will not allow for identification of the individuals holding user accounts, unless their identities have been compromised earlier in some manner. For that reason, Users shall take independent action to safeguard personal information that would allow for identifying individual account holders.
10.4 When organizing a service based on the Platform, Business Users shall develop, implement and abide by applicable rules for safeguarding End User information. Such rules shall comply with the laws of the country or countries where the Business User operates; however, they may not cause End User standing to deteriorate from that set forth in this Agreement.
11.1 Transactions on the Platform, and acquisition of AGR in particular, may be subject to tax under the laws of certain countries. Users shall do their own tax planning and calculate and pay any tax due where required.
11.2 The Developer does not give tax advice, nor plays any role in the payment of taxes, including, among other things, that of a tax agent, nor takes any other part whatsoever in any tax procedures that may affect users.
12. Dispute Resolution and Applicable Law
12.1 This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) will be governed by and construed in accordance with English law.
12.2 Any claim, dispute, controversy or difference arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by binding arbitration under the Rules of Arbitration (the “Rules”) of the London Court of International Arbitration (the “LCIA”), which Rules are deemed to be incorporated by reference into this clause 12.2.
12.2.1 There shall be three arbitrators, and the Parties agree that one arbitrator shall be nominated by the Developer, and one arbitrator shall be nominated by the User, in each case for appointment by the LCIA in accordance with the Rules. The third arbitrator, who shall act as the chairman of the tribunal, shall be nominated by agreement of the two Party-appointed arbitrators within fourteen days of the confirmation of the appointment of the second arbitrator, or in default of such agreement, appointed by the LCIA.
12.2.2 The Parties consent to the consolidation of arbitrations commenced under this Agreement and all other similar user agreements as follows:
12.2.3 if two or more arbitrations are commenced under this Agreement and/or other similar user agreements, the arbitral tribunal shall have the power, upon the application of any party, to order that the arbitrations be consolidated into a single arbitration before that arbitral tribunal (a “Consolidation Order”);
12.2.4 the party making the request shall provide copies of any request for consolidation to all other applicable parties and to any arbitrators appointed;
12.2.5 in determining whether to make such a Consolidation Order, the arbitral tribunal shall take into account the circumstances of the case, including whether the arbitrations raise common issues of law and fact, and whether a Consolidation Order would serve the interests of justice and efficiency;
12.2.6 if, before a Consolidation Order is made by an arbitral tribunal with respect to another arbitration, arbitrators have already been appointed by the LCIA in that other arbitration, their appointment shall be terminated upon the making of such Consolidation Order. Such termination is without prejudice to the validity of any act done or order made by an arbitrator prior to his or her termination; his or her entitlement to fees and disbursements, or any Party’s entitlement to legal and other costs incurred before termination; and the date when any claim or defense was raised for the purpose of applying any limitation bar or any like rule or provision; and
12.2.7 in the event of two or more conflicting Consolidation Orders, the Consolidation Order that was made first in time shall prevail, unless all parties agree otherwise.
12.2.8 The seat, or legal place, of arbitration shall be London, England.
12.2.9 The language to be used in the arbitral proceedings shall be English.
12.2.10 The award shall be final and binding on the Parties and may be entered and enforced in any court having jurisdiction.
13.1 Invalidity or inapplicability of any specific provisions (paragraphs, sections) of this Agreement shall not cause the other provisions (paragraphs, sections) of this Agreement and the Agreement in its entirety to become invalid. Invalidity or inapplicability of any specific provision of this Agreement in any particular jurisdiction shall not prevent it from being applied in any other jurisdictions. If a competent body in any particular jurisdiction finds any specific provision (paragraph, section) of this Agreement to be invalid, it shall be replaced with a similar provision that to the maximum extent possible ascertains the Developer’s intent when introducing the original provision into this Agreement.
13.2 The Developer reserves the right to make amendments to this Agreement. Such amendments shall enter into force once the new version of the Agreement is published by the Developer at its official site, at https://www.aggregion.com. Users shall be solely responsible for checking for amended versions of the Agreement from time to time.