Terms of Use – Partners

These terms and condition (these “Terms”) govern the integration of AIR Kit and/or access to or use of the AIR Services by any of our business partners (a “Partner”, “you” or “your”) and/or any Users and constitute a legally binding agreement between us and you. Crowd Education Limited (the “Company”, “we” or “us”) and you are collectively the “Parties” and each, a “Party”.

1. Agreement to these Terms

Please read these Terms carefully before integrating AIR Kit or accessing or using any of the AIR Services. By integrating AIR Kit and/or accessing or using any of the AIR Services in any manner, you accept and agree to these Terms and any amendment to these Terms that may be made by us from time to time.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT INTEGRATE AIR KIT OR ACCESS OR USE ANY OF THE AIR SERVICES.

When you integrate AIR Kit or access or use any of the AIR Services, you may also be using Third Party Products. Your use of any Third Party Products will be subject to the privacy policies, terms of use and similar policies and terms, and fees (if any) of the relevant third party service providers.

2. Interpretation

The following terms shall have, for the purposes of these Terms, the following meanings:

“Affiliates” means, in respect of a Party, any entity which controls, is controlled by or is under common control with that Party, and the term “control” means the power to direct the management or policies of an entity, whether through the ownership of more than fifty per cent (50%) of voting power, the power to appoint a majority of the members of the board of directors, contractual arrangements or otherwise.

“Agreement(s)” means one or multiple written agreement(s) between you and us or any of our respective Affiliates in respect of any collaboration concerning AIR Kit or any of the AIR Services.

“AIR Account” means an account created in connection with a third party decentralised application and maintained on a blockchain, and which is used in connection with, among others, certain identity and reputation features of the AIR Services, including the issuance, holding and verification of User Credentials;

“AIR Credentials” means the credentials solution enabling issuance and verification of digital records relating to identity, qualifications and other credentials in a structured manner through Moca Chain developed or to be developed by the Company;

“AIR Kit” means the collection of libraries, application programmable interfaces, utilities, instructions, programs, tools and documentation developed and made available, or to be developed and made available, by the Company to enable, among others, the integration of the AIR Services into third-party platforms, applications and/or protocols;

“AIR Services” means the services made available in relation to the AIR Account and all related services made available by the Company from time to time, including AIR Account and AIR Credentials;

AIR System” has the meaning given to that term in Section 4.2(d);

"Applicable Laws" means, with respect to any person, any transnational, domestic or foreign federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a governmental authority that is binding upon or applicable to such person, as amended unless expressly specified otherwise;

“Company”, “we” or “us” shall have the meaning as set out in the first paragraph of these Terms;

“Confidential Information” shall have the meaning as set out in Section 9 of these Terms;

“Credentials” means a User’s identity, qualifications, attributes, statuses and/or other information relating to that User, as may be Processed by a Data Issuer;

“Data Protection Legislation” means any applicable laws, regulations, measures and guidance that are then applicable to the processing of personal data by a party, including the Personal Data (Privacy) Ordinance (Cap. 486);

“Data Issuer” means any Partner who, through the integration of AIR Kit, enables the verification of User Credentials through Moca Chain;

“Data Verifier” means any person using the Verification Services to verify User Credentials;

“HKIAC” shall have the meaning as set out in Section 14.5 of these Terms;

“Indemnifiable Claim” shall have the meaning as set out in Section 13 of these Terms;

“Indemnifying Party” shall have the meaning as set out in Section 13 of these Terms;

“Indemnified Parties” shall have the meaning as set out in Section 13 of these Terms;

“Intellectual Property Rights” mean any copyrights, designs, patents, rights to inventions, rights in confidential information, know-how, trade secrets, trademarks, trade names, database rights, chip topography rights, mask works, utility models, domain names, source codes, rights in designs, rights in computer software, rights in the websites or mobile applications and all similar rights of whatever nature and in whatever form and, in such case (a) whether registered or not, (b) including any applications to protect or register such rights, (c) including all renewals and extensions of such rights or applications, (d) whether vested, contingent or future and wherever existing;

“Losses” shall have the meaning as set out in Section 7.2(d) of these Terms;

“Moca Chain" means a blockchain network known as “Moca Chain”, the intellectual property rights of which are owned by Moca Foundation or its Affiliate;

“Moca Foundation” is an exempted limited guarantee foundation company incorporated in the Cayman Islands with limited liability;

“Moca Network” means the network operated by the Company and its Affiliates, consisting of an interoperable cultural economy of partner “subnets” and their corresponding users, around the key pillars of music, sports, gaming, education, governance and more;

“Partner”, “you” or “your” shall have the meaning as set out in the first paragraph of these Terms;

“Partner Platform(s)” means any platform operated by the Partner on which AIR Kit (or any aspect thereof) is integrated, including without limitation the Partner’s website and any mobile application;

“Personal Data” means any data (i) which relates directly or indirectly to a living individual; and (ii) from which the identity of the individual can practicably be directly or indirectly ascertained;

“Processing” with respect to any Personal Data, means collection, use, holding, storage, processing or transfer;

“System Standards and Upgrades” shall have the meaning set out in Section 4.4(e);

“Termination Event” means any of the following events: (i) you commit a material breach of these Terms and (if such breach is remediable) fail to remedy that breach within a period of thirty (30) days after being notified by us in writing to do so; (ii) you repeatedly breach any of these Terms; (iii) you become insolvent or admit inability to pay debts generally as they become due; (iv) you become subject, voluntarily or involuntarily, to any proceeding under any applicable bankruptcy or insolvency law; (v) you are dissolved or liquidated or take any corporate action for such purpose; (vi) you have a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business; or (vii) in our reasonable opinion, continuing to make the AIR Kit or AIR Services (or any part thereof) available to you could result in a breach of any law or regulation applicable to us or our Affiliates or expose us or our Affiliates to potential legal or regulatory risk.

“Terms” shall have the meaning as set out in the first paragraph of these Terms;

“Third Party Products” shall have the meaning as set out in Section 5 of these Terms;

“User” means a user of the Partner Platform;

“User Credentials” means any digital, cryptographically-secured attestations following the W3C standard that evidences Credentials in an encrypted manner which is tamper-proof and independently verifiable by any Data Verifier;

“User Privacy Terms” shall have the meaning as set out in Section 7.1(c) of these Terms; and

“Verification Services” means the services offered through AIR Credentials that allow the verification of User Credentials.

3. Grant of Licence

We hereby grant you a non-exclusive, non- transferrable, non-sublicensable, revocable, worldwide licence to use the AIR Kit for the purposes of (i) integrating the AIR Kit and the AIR Services (or any part thereof) into the Partner Platform; and (ii) making available and offering the AIR Services (or any part thereof) to Users.

All rights which are not expressly granted to you are reserved by us. Except for the rights and licences expressly granted under these Terms or any Agreement, you expressly agree that (i) nothing herein grants, by implication, waiver, estoppel, or otherwise, to you, any User or any third party any Intellectual Property Rights or other rights, title, or interests in or to the AIR Kit or the AIR Services; and (ii) in particular, you do not have any rights to license, sublicense, assign, transfer, sell, create derivate works from or in any way commericalise or exploit any of our Intellectual Property Rights in or to the AIR Kit or the AIR Services.

4. Obligations relating to Use and Use Restrictions

In consideration of us licensing the AIR Kit to you for the purposes set out in these Terms, you hereby agree to all acknowledgments and agreements set out in this Section 4 for so long as you integrate the AIR Kit or access or use any of the AIR Services (or any part thereof).

With respect to the integration, access and/or use of the AIR Kit or AIR Services (or any part thereof), you hereby agree to:

• take into account and incorporate any reasonable suggestions provided by us with respect to the presentation or user interface of any AIR Services on or from the Partner Platform;
• notify us as soon as possible of any security attacks, breaches or hacks to or involving the Partner Platform;
• not do any act or thing which results in or is reasonably likely to result in any attack on, interference with or disruption of the operation of AIR Kit or any of the AIR Services on the Partner Platform; and

Where you are a Data Issuer or Data Verifier, you acknowledge and agree that AIR Credentials facilitates the generation of verifiable proofs that factual statements regarding a User’s Personal Data are true without revealing the Personal Data itself (e.g. true/false statement to whether a User is above the age of 18, without revealing the User’s date of birth), and the generation and/or transfer of such verifiable proofs are subject to User consent. Accordingly, you further acknowledge and agree that:

• any Processing of any Personal Data in relation to any User Credentials remains within your control (subject to User consent);
• it is your responsibility to ensure that (i) your and your User’s access and use of AIR Credentials is in compliance with applicable laws and regulations, including applicable Data Protection Legislation; and (ii) User Privacy Terms are entered into between you and your Users governing any Processing of any User Personal Data by you;
• in making available the AIR Kit and AIR Credentials, we and the Moca Foundation provide the infrastructure and technology enabling the issuance and verification of User Credentials, but in doing so, neither we nor the Moca Foundation Process any Personal Data in relation to any User Credentials; and
• neither we nor the Moca Foundation shall in any way be liable for any loss, damages, liability, claim, cost and expense of every kind and nature (collectively, “Losses”) arising from or in connection with any Processing of any Personal Data in relation to any User Credentials and you hereby release us, Moca Foundation and our and their respective Affiliates and service providers, and each of their respective officers, directors, agents, joint venturers, employees and representatives from any and all such Losses.

8. Representations and Warranties

You represent and warrant to us that:

• you are duly incorporated or formed, validly existing and in good standing under the laws of the country, province or state in which you are incorporated or formed;
• you have full power and authority, and have obtained all approvals, permissions and consents necessary, to enter into the Agreement and these Terms, and to perform your obligations thereunder;
• your performance of the obligations and duties under the Agreement and Terms do not and shall not violate the terms of your constitutional documents or any agreement to which you are a party, or by which you are otherwise bound;
• you are not aware of any matters which might or shall adversely affect your ability to perform your obligations under the Agreement and these Terms;
• you shall comply with all Applicable Laws in performing your obligations under the Agreement and these Terms;
• all data and information provided by you to us are true, accurate, complete and up-to-date; and
• you shall not use the AIR Kit or any AIR Services to engage in any unlawful, fraudulent, or our activities that we consider to be malicious or detrimental to us, our Affiliates, other users, or any third party.

9. Confidentiality

For the purposes of these Terms, “Confidential Information” means all information and data (including all copies and extracts made of and from such information and data) disclosed (whether in tangible or intangible form, verbally or by any other means and whether directly or indirectly and whether or not marked as “confidential”) by or on behalf of a Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) or its Affiliates in connection with the Agreement or these Terms including, without limitation, any information relating to the Disclosing Party and its Affiliates or any of their services, products, software, know-how, operations, dealings, business, finances, transactions, partners, prospects, processes, plans, strategies, market insights, user manuals, guidelines and instructions, and the existence and terms of the Agreement and these Terms. The confidentiality obligation shall not apply to information which (a) is or becomes publicly available other than through the Receiving Party’s breach of these Terms; (b) can be shown to the reasonable satisfaction of the Disclosing Party to have been known to the Receiving Party prior to disclosed by or on behalf of the Disclosing Party; or (c) is rightfully disclosed to the Receiving Party by a third party who owes no duty of confidentiality to the Disclosing Party.

The Receiving Party shall (a) maintain the Confidential Information in strict confidence; (b) not disclose the Confidential Information to any third party without the Disclosing Party’s prior written consent; and (c) use the Confidential Information solely for the purpose expressly permitted under the Agreement or these Terms.

The Receiving Party may disclose Confidential Information to its or its Affiliates’ respective directors, officers, employees, or agents strictly on a need-to-know basis, where such disclosure is reasonably necessary for the performance of their duties in connection with the matters set out in the Agreement or these Terms, provided that the recipient (the “Recipient”) has agreed to keep such information confidential on substantially the same terms as provided in this Section 9. The Receiving Party shall remain fully responsible for any breach of this confidentiality obligation by its Recipients.

If disclosure of Confidential Information is required by Applicable Laws or any government body, agency, authority or court, the Receiving Party shall, to the extent legally permitted, promptly notify the Disclosing Party in writing and provide all reasonable assistance to allow the Disclosing Party to oppose or restrict such disclosure. In the event that such disclosure shall still be required, the Receiving Party shall, to the extent legally permissible, use reasonable efforts to seek confidential treatment of such information.

The Receiving Party shall destroy or return all records of our Confidential Information in its possession or control promptly upon termination or expiration of the Agreement, or if so requested by the Disclosing Party in writing. For the purpose of Confidential Information in electronic form, “destroy” includes destroying the physical medium on which such Confidential Information is stored or completely and permanently removing such Confidential Information from its storage medium.

During the term of the Agreement and after termination or expiration of the Agreement for any reason whatsoever, neither Party shall issue any press release or make any public statement or other communication about the matters contained in the Agreement and these Terms, or any documents, without the other Party’s prior written consent.

10. Termination and Suspension

We may terminate or suspend your or your Users’ use or access to all or part of the AIR Kit or the AIR Services if:

• a Termination Event has occurred;

If you have a dispute with other users of AIR Kit or AIR Services, to the extent permitted by law, you release us, our Affiliates and service providers, and each of their respective officers, directors, agents, joint venturers, employees and representatives from any and all claims, demands and damages of every kind and nature arising out of or in any way connected with such disputes. In addition, to the extent permitted by law, in entering into this release you expressly waive any protection that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

THE AIR KIT AND AIR SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. WE SPECIFICALLY DISCLAIM (I) ANY IMPLIED OR EXPRESS WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, USAGE OR TRADE, INCLUDING WITHOUT LIMITATION FITNESS FOR A PARTICULAR PURPOSE, NON- INFRINGEMENT OR FREEDOM FROM COMPUTER VIRUS; AND (II) THAT ANY CONTENT OR ASSETS WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO ANY PART OF THE AIR KIT OR AIR SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, ERROR-FREE OR SECURE. OPERATION OF THE AIR KIT OR AIR SERVICES MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL.

WE, OUR AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, EMPLOYEES OR REPRESENTATIVES DO NOT VERIFY, CONFIRM OR IN ANY WAY WHATSOEVER TAKE RESPONSIBILITY FOR (A) YOUR INABILITY TO USE, OR ANY DELAY IN THE USE OF, THE AIR KIT OR THE AIR SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OF THESE TERMS OR YOUR USE OF OR ACCESS TO THE AIR KIT OR AIR SERVICES, (II) OUR SUSPENSION OR DISCONTINUATION OF ANY OR ALL OF THE AIR KIT OR AIR SERVICES, OR, (III) ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE AIR KIT OR AIR SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THESE TERMS OR YOUR USE OF OR ACCESS TO THE AIR KIT OR AIR SERVICES; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY USER CREDENTIALS OR OTHER DATA.

IN NO EVENT WILL OUR AGGREGATE LIABILITY TOGETHER WITH ALL OF OUR AFFILIATES ARISING OUT OF OR RELATED TO THESE TERMS OR THE USE OF AIR KIT OR ANY AIR SERVICES EXCEED US$50,000. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT, TORT OR OTHERWISE AND REGARDLESS OF THE THEORY OF LIABILITY.

12. Force Majeure

We will not be liable for delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, hacking attacks, major market disturbances, other major event or catastrophe, pandemic, or any other occurrence which is beyond our reasonable control (each, a “Force Majeure Event”).

Where a Force Majeure Event continues substantially interrupted for a period of 30 days or more, we may, at our sole discretion, terminate or suspend your or the Users’ use or access to all or part of the AIR Kit or the AIR Services.

13. Indemnification

You (the "Indemnifying Party") hereby indemnify us and our Affiliates (together, the "Indemnified Parties") against any Losses incurred by any of the Indemnified Parties arising out of or in connection with: