Last updated: May 13, 2022
Agreement to Terms
If you are accessing or participating in the Testnet on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. In that case, “you” and “your” will also refer to that company or other legal entity.
YOUR PARTICIPATION IN TESTNET IS ENTIRELY VOLUNTARY, BUT IF YOU ARE PARTICIPATING IN TESTNET, YOU MUST STRICTLY ADHERE TO THE TERMS.
NOTICE: Please read these Terms carefully as it governs your use of the
Testnet. These Terms contain important information, including a binding arbitration provision and a class action waiver, both of which impact your rights as to how disputes are resolved.
Changes to Terms
The Company may update the Terms at any time, in its sole discretion. If it does so, the Company will deliver a notice either by posting the updated Terms on its website, on any applicable Aptos blog or forum used for sharing of information, or through other communications. It’s important that you review any and all updated Terms. If you continue to participate in Testnet after the Company has posted updated Terms, you are agreeing to be bound by the updated Terms. If you don’t agree to be bound by the updated Terms, then you
may not participate in Testnet anymore.
Duration of the Testnet
Testnet will commence on the date prescribed by the Company and continue until terminated by the Company in its sole discretion (“Testnet Period”). Notwithstanding any other information provided by the Company regarding the Testnet (including on its website, blog posts or through other communications (such as forums, Telegram, Discord, or other channels), the Company may change, discontinue, or terminate, temporarily or permanently, all or any part of Testnet, at any time and without notice, at its sole discretion (including prior to providing any incentives or rewards).
Testnet is designed to improve the operational experience, security, and design of the Aptos mainnet protocol and to expose potential issues and to improve participant experiences prior to the mainnet launch of the Aptos Protocol.
Eligibility for Testnet
You may participate in Testnet only if: (a) you are 18 years or older and capable of forming a binding contract with the Company; (b) you are not subject of sanctions administered or enforced by any country or government or otherwise designated on any list of prohibited or restricted parties (including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government, the European Union or its Member States, or other applicable government authority) or a citizen or organized or resident in a country or territory that is the subject of country-wide or territory-wide sanctions (including, without limitation, Cuba, Democratic People’s Republic of Korea, the Crimea, Donetsk, and Luhansk regions, Iran, or Syria); and (c) you are not barred from participating under applicable law. In addition, to be eligible for any incentives or rewards as part of the Testnet, you (i) must be a natural person, (ii) must not be a U.S. person or citizen, and (iii) must not be an employee, consultant or affiliate of the Company.
Furthermore, in order to participate in the incentivized testnet, participants must demonstrate the ability to configure and deploy an Aptos node to the satisfaction of the Company in its sole discretion and will be required to provide certain identifying information (e.g. name, residence or domicile, date of birth, etc.) and related documentation and pass sanctions and watchlist screening. Failure to provide such identifying information, pass sanctions and watchlist screening, and/or a failure to demonstrate compliance with the requirements herein may result in termination of your participation, forfeiture of any incentives or rewards, and prohibition from participating in future testnet challenges, and other actions.
Among those candidates who register for the incentivized testnet and meet all of the eligibility criteria, Company will select the participants for the incentivized testnet at its sole discretion based on criteria as determined by the Company (including, without limitation, geographical distribution and applicant reputation). By applying or registering, there is no promise or guarantee that you will be able to participate in Testnet.
The Company’s current plan regarding the Testnet is available here. However, notwithstanding this information or any other information provided by the Company regarding the Testnet (including on its website, blog posts or through other communications (such as forums, Telegram, Discord, or other channels), Company may change or modify at any time the number of participants eligible to participate in Testnet or the requirements of the Testnet and terminate any participant’s participation at any time.
The Testnet may operate in certain phases. Your selection or participation in any one phase of the Testnet does not imply that you will be selected for any other phases of the Testnet.
As part of your participation in Testnet, the Company may choose, in its sole discretion, to provide certain incentives or rewards to eligible participants for completing certain activities, including running a validator node and meeting certain performance criteria or other requirements set by the Company. Further details are set out in the Incentivized Testnet Program website. Other contributions to Testnet may further be rewarded by the Company in its discretion. Such rewards may include Aptos mainnet tokens; provided, that, (x) any such Aptos mainnet tokens will be provided only following successful mainnet launch and any tokens provided will be subject to a one-year lockup period and (y) U.S. citizens and residents are not eligible for Aptos mainnet tokens. Notwithstanding any other information provided by the Company regarding the Testnet (including on its website, blog posts or through other communications (such as forums, Telegram, Discord, or other channels), the Company may in its discretion change or modify the amounts or types of rewards or incentives and/or discontinue, or terminate, temporarily or permanently, all or any part of the incentives or rewards program at any time and without notice and the Company may remove or reallocate any rewards or incentives earned by any participant or elect not to provide any rewards to any participant.
The Company reserves the right to block your access to Testnet. If you violate any of the terms and conditions of the Terms (as determined solely by the Company) or if you do not complete the necessary information or fail to provide accurate information, then you will not be eligible to receive rewards.
The Company reserves the right to request information about, review and investigate all Testnet activities, and to disqualify participants if it believes a participant has engaged in any activity that is abusive, fraudulent, in bad faith or otherwise fails to meet Testnet standards and requirements.
You agree that any rewards or incentives received will be for your services in testing the Testnet and Aptos network.
You are responsible for the payment of all taxes associated with your receipt of any rewards (including, if applicable, Aptos mainnet tokens). You agree to provide the Company with any additional information and complete any required tax or other forms relating to your receipt of such rewards.
You may suffer adverse tax consequences as a result of your participation in Testnet. You hereby represent that (i) you have consulted with a tax adviser that you deem advisable in connection with your participation, or that you have had the opportunity to obtain tax advice but have chosen not to do so, (ii) the Company has not provided you with any tax advice with respect to your participation, and (iii) you are not relying on the Company for any tax advice.
You are responsible for maintaining adequate security and control of any and all IDs, passwords, hints, personal identification numbers (PINs), or any other codes that you use to access the Testnet as part of your systems. The Company assumes no responsibility for any losses resulting from any compromise of your systems. or wallet(s).
As part of certain phases of the testnet, mainnet or as part of providing incentives/rewards, the Company may send or receive testnet tokens or rewards to your wallet application. In such a case, you are responsible for the management of the private keys and security for your wallet(s). The Company does not and will not manage, store, collect or otherwise access the private keys for your wallet(s). You’re responsible for all activities that occur using your wallet, whether or not you know about them.
We may make any improvement, modifications or updates to our Testnet, including but not limited to changes and updates to the underlying software, infrastructure, security protocols, technical configurations or service features (the “Updates”) from time to time. Your continued access and use of our Testnet are subject to such Updates and you shall accept any patches, system upgrades, bug fixes, feature modifications, or other maintenance work that arise out of such Updates. We are not liable for any failure by you to accept and use such Updates in the manner specified or required by us. Although the Company is not obligated to monitor access to or participation in Testnet, it has the right to do so for the purpose of operating Testnet, to ensure compliance with the Terms and to comply with applicable law or other legal requirements.
Testnet; Testnet Tokens
No Monetary Value. In your use of the Testnet, you may accumulate “testnet tokens,” such as through a faucet, which are not, and shall never convert to or accrue to become mainnet tokens or any other tokens or virtual assets. Testnet tokens are virtual items with no monetary value. Testnet tokens do not constitute any currency or property of any type and are not redeemable, refundable, or eligible for any fiat or virtual currency or anything else of value. Testnet tokens are not transferable between users outside of the Testnet, and you may not attempt to sell, trade, or transfer any Testnet tokens outside of the Testnet, or obtain any manner of credit using any Testnet tokens. Any attempt to sell, trade, or transfer any Testnet tokens outside of the Testnet will be null and void.
Modification. Aptos may, in its sole discretion, decide to delete, wipe or otherwise remove the Testnet at any time without notice, including, without limitation, the modification of the presence, amounts, or any other conditions applicable to the Testnet tokens, without any liability to you or other Testnet users. Aptos does not guarantee that Testnet tokens will continue to be offered for a specific length of time and you may not rely upon the continued availability of any Testnet tokens. If the Testnet expires or terminates, you acknowledge and agree that your access to and use of your Testnet tokens will be removed, and all accrued Testnet tokens will be deleted from the Testnet system. Testnet tokens will not be converted into any future rewards offered by Aptos.
Intellectual Property Rights; Feedback
By participating in our Testnet, you do not gain any rights thereto. All right, title, and interest in and to our Testnet, including all modifications, improvements, and enhancements made thereto, and all proprietary rights therein, shall be and remain the Company’s sole and exclusive property.
The Company welcomes feedback, comments and suggestions for improvements to the Testnet and related technologies of the Aptos protocol (“Feedback”). You grant to the Company a non-exclusive, transferable, worldwide, perpetual, irrevocable, fully-paid, royalty-free license, with the right to sublicense, under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose, in any form, format, media or media channels now known or later developed or discovered.
You will not (in each case except as otherwise contemplated as part of these Terms):
- Initiate any attacks that violate your cloud service, data-center or other applicable third party service provider’s rules or policies;
- Unless as expressly requested by the Company as part of a security or similar challenge, disrupt or initiate any attacks against users of the Aptos Services or the Testnet;
- Disrupt, compromise, or otherwise damage data or property owned by other parties.
- Impersonate any person or entity or misrepresent your affiliation with any person or entity;
- Access any accounts or data other than your own (or those for which you have explicit, permission from their owners);
- Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, creating, encouraging or implementing Sibyl attacks;
- Sell or resell Aptos Services;
- Participate in the Testnet from a jurisdiction other than the jurisdiction of your residence (as determined by the identity documentation provided by you); and
- Encourage or enable any other individual or entity to do any of the foregoing or otherwise violate the Terms.
Compliance with Laws
You agree that to comply with all applicable laws, rules, regulations, and any generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries and all applicable privacy and data collection laws and regulations) in connection with your participation with Testnet. To the extent required by law, you are solely responsible for obtaining or filing any approval, clearance, registration, permit, or other regulatory authorization and shall comply with the requirements of such authorization.
THE COMPANY MAKES NO, AND HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND WITH RESPECT TO OUR TESTNET. THE TESTNET IS PROVIDED “AS IS” AND WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, THE COMPANY EXPLICITLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, VALUE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. The Company has made no promises or guarantees with respect to delivery of any future features or functions. Any discussions of any future features or functions, either prior to or following the agreement to these Terms, are for informational purposes only, and the Company has no obligation to provide any such features or functions. You acknowledge that you have not relied on any statement, promise, assurance, or warranty that is not set out in the Terms.
YOU ACCEPT AND ACKNOWLEDGE THAT THERE ARE RISKS ASSOCIATED WITH PARTICIPATING IN TESTNET INCLUDING, BUT NOT LIMITED TO, THE RISK OF FAILURE OF HARDWARE, SOFTWARE AND INTERNET CONNECTIONS, THE RISK OF MALICIOUS SOFTWARE INTRODUCTION, LOSS OF REWARDS, AND SECURITY RISKS. YOU ACCEPT AND ACKNOWLEDGE THAT THE COMPANY WILL NOT BE RESPONSIBLE FOR ANY LOSSES, FAILURES, DISRUPTIONS, ERRORS, DISTORTIONS OR DELAYS YOU MAY EXPERIENCE WHEN PARTICIPATING IN TESTNET, HOWEVER CAUSED. THE COMPANY WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKES NO RESPONSIBILITY FOR AND WILL NOT BE LIABLE TO YOU FOR YOUR PARTICIPATION IN TESTNET.
The Company makes no warranty that Testnet will meet your requirements or be available on an uninterrupted, secure, or error-free basis or free of viruses, errors, or defects. The Company makes no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or materials offered in connection with Testnet. Any rewards or incentives you received (including any tokens) as part of the Testnet may have no value.
You further understand and agree that:
- access to Testnet may require the use of your personal computer and/or mobile devices, as well as communications with or use of data and storage on such devices. You are responsible for any Internet connection or mobile fees and charges that you may incur as part of your voluntary participation in Testnet.
- certain information, including your on-chain transaction records, are all public information and can be accessed by anyone, including participants and non-participants of Testnet.
- security and other blockchain audits undertaken by the Company or third parties will access user data and could result in the loss of data or provoke actions from telecommunications and other third party service providers.
LIMITATION OF LIABILITY.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE OR OUR AFFILIATES, SUPPLIERS OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF USE, LOST PROFITS, OR LOSS OF DATA ARISING OUT OF OR RELATED TO THESE TERMS OR THE TESTNET PROGRAM, HOWEVER CAUSED AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF WE OR OUR SUPPLIERS OR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE CUMULATIVE LIABILITY OF US, OUR SUPPLIERS, AND OUR LICENSORS FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE TESTNET EXCEED ONE HUNDRED DOLLARS ($100). Some jurisdictions do not allow limitations of liability, so the foregoing limitation may not apply to you.
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COMPANY AND YOU.
To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless Company and our subsidiaries and affiliates, and each of our respective officers, directors, agents, partners and employees (individually and collectively, the “Company Parties”) from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to (a) your access to or use of the Aptos Services or the Testnet; (b) your violation of these Terms; (c) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); or (d) your conduct in connection with the Aptos Services or your participation in the Testnet. You agree to promptly notify the Company Parties of any third-party Claims, cooperate with the Company Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including attorneys’ fees). You also agree that the Company Parties will have control of the defense or settlement, at Company’s sole option, of any third-party Claims.
You acknowledge that, in connection with your participation in the Testnet, you may be exposed to data and information, including product, technology, business, and strategy information that is confidential and proprietary to us (collectively, “Confidential Information”). All Confidential Information shall be sole and exclusive property of the Company and may be used by you only for assisting us in resolving any security issue you have reported to us. You may not reveal, publish, or otherwise disclose the Confidential Information to any third party without the prior written consent of the Company, and shall protect the Confidential Information from disclosure using the same degree of care you use to protect your own confidential information of like kind, but in no event using less than reasonable care.
Governing Law; Forum
These Terms and any action related thereto will be governed by the laws of the state of California in the United States of America without regard to its conflict of laws provisions. The exclusive jurisdiction for all Disputes (defined below) will be in the county of Santa Clara, and you and Company each waive any objection to such jurisdiction and venue.
**Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Aptos and limits the manner in which you can seek relief from us. No class or representative actions or arbitrations are allowed under this arbitration provision. **In addition, arbitration precludes you from suing in court or having a jury trial. **
(a) Mandatory Arbitration of Disputes. (a) We each agree that any dispute, claim or controversy arising out of or relating to your participation in Testnet, use of the Aptos Services, or these Terms or the breach, termination, enforcement, interpretation or validity thereof (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Aptos agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and Aptos are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.
(b) Exceptions. As limited exceptions to the section above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
(c) Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org. The place of arbitration shall be in Palo Alto, CA. The language of arbitration shall be English. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.
(d) Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and we won’t seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under Applicable Law.
(e) Injunctive and Declaratory Relief. Except as provided above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
(f) Class Action Waiver; Jury Trial Waiver. YOU AND APTOS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void. You and we both agree to waive the right to demand a trial by jury.
(g) Severability. With the exception of any of the provisions above (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
You may not sell, assign or transfer any of your rights, duties or obligations under these Terms without our prior written consent. Any attempt by you to assign or transfer the Terms, without such consent, will be null and void. We reserve the right to assign or transfer these Terms or any of its rights, duties and obligations hereunder to any third party. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Nothing herein shall constitute an employment, consultancy, joint venture, or partnership relationship between you and the Company. If any provision of the Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of the Terms will remain in full force and effect. These Terms reflect the entire agreement between the parties relating to the subject matter hereof and supersede all prior agreements, representations, statements and understandings of the parties. The section titles in these Terms are for convenience only and have no legal or contractual effect. Use of the word “including” will be interpreted to mean “including without limitation.”
Notices. Any notices or other communications provided by Company under the Terms, including those regarding modifications to the Terms, may be given by posting to the Aptos website, blog or through other communications (such as forums, Telegram, Discord, or other channels).
Waiver of Rights. Company’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Company. Except as expressly set forth in these Terms , the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
Contact Information. If you have any questions about these Terms or Testnet, please contact firstname.lastname@example.org.