TERMS OF SERVICE

CPAI (“CPAI”, “us”, “our” or “we”), provides a utility token (“Token”), that interacts with Hello Beam and Moontax to facilitate reconciliation for blockchain record keeping and transaction analysis services (the “Services”). CPAI is provided pursuant to, and in accordance with, the following terms of service (“Terms”). These Terms cover your use and access to the Token and the Services. Accessing, entering or viewing the Site, including, but not limited to, registering for an account, submitting any personal or blockchain information to us, or utilizing any of the Services as provided by Us, you hereby consent and agree to be bound by these Terms. Your agreement is with CPAI. as contained herein and in accordance with Our Privacy Policy. If you do not understand or agree with our Terms, do not use our Token or Services.

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These Terms include any updates that may be published from time to time, each of which is incorporated by reference without notice to you. 

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These Terms contain an arbitration clause. When you use the Tokens or Services and thereby agree to the Terms, you are agreeing to resolve any and all disputes with us through binding individual arbitration, which means you are waiving any and all rights to have your dispute decided by a judge or jury. You have the right to opt out of this arbitration clause but only in accordance with the opt-out provisions of these Terms.

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1. UTILITY TOKEN

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Users acknowledge and agree that the Tokens are for use in receiving the Services. Users may not purchase or use Tokens for speculative purposes. THE TOKENS DO NOT PROVIDE EQUITY IN ANY ENTITY, WILL NOT PARTICIPATE IN ANY GROWTH, AND HAVE NO VALUE OUTSIDE OF THEIR USE WITH THE SERVICES.

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2. PROHIBITED USE 

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The following users are prohibited from using our Tokens or Services. (a) Anyone under the age of 18; (b) anyone who has been banned from using our Services; (c) anyone purchasing or using the Token for speculative value; (d) anyone illegally using our Services or otherwise using our Services in breach of these Terms. We reserve the right to remove anyone from using our Services, including removing any and all of their information. We also reserve the right to refuse Services to anyone for any reason or for no reason at all. 

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3. ACCOUNT CREATION

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To purchase or use the Token or the Services you need to create an account. You agree to provide us with complete and accurate information and to keep your information up to date. You will create a password and will be required to keep that password secure and not share it with anyone else. You agree to inform us of any unauthorized use of your password or account. Upon completion of registration, users are known as “Registered Users.” Certain information is encrypted and cannot be accessed by us. If you lose your password or otherwise deny us the ability to decrypt your information we may not be able to access your information.

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4. NO FINANCIAL, INVESTMENT OR LEGAL ADVICE

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Nothing in these Terms, the Token use or the Services is or should be construed as financial, investment or legal advice. The Token and Services are created to help facilitate the collection and analysis of blockchain transactions but nothing is intended to provide financial, investment or legal advice.  You agree and acknowledge that you are solely responsible for obtaining your own advice on financial, investment and legal issues, including tax issues arising from your blockchain transactions analyzed as part of the Services. THE TOKEN HAS NO SPECULATIVE VALUE AND NO VALUE OUTSIDE OF ITS USE INSIDE THE SERVICES. NO USER SHOULD PURCHASE OR USE THE TOKENS EXPECT FOR THEIR INTENDED PURPOSE INSIDE THE SERVICES.

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5. WEBSITE AND SOFTWARE USE TERMS

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While holding or using the Token or Services we grant you a limited, revocable, non­exclusive, non­transferable license to view, use, and download analysis from our software and websites for personal and commercial purposes. Your access to and use of our Services may be interrupted from time to time for any of several reasons, including equipment malfunction, updates, maintenance among others. We also reserve the right to terminate or limit your access to the software and websites and/or the licenses granted herein for any reason and in our sole discretion. You agree not to modify, damage, disrupt, disable, overburden, impair, alter or interfere with the use, features, functions, operation, security or maintenance of the software or websites, or the rights or use and enjoyment of the software and websites by any other person or entity in any manner.

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You may not do any of the following: (a) modify, copy, download, transmit, distribute, display, reproduce, perform, duplicate, publish, license, create derivative works from or sell, or offer to sell any information contained on, or obtained through your use of the Services; (b) use or try to obtain, or reverse engineer, decompile, supplicate, disassemble or otherwise attempt to do any of the foregoing or anything similar to the software code owed or used by us; (c) introduce any trojan horses, worms, viruses, or other similar malicious materials into our software or websites, or attempt to do any of the foregoing; (d) access or use our Services in any way not permitted by these Terms.

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6. TOKEN USE

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The Token is intended to interact with and enhance the User’s access to the Services. The Token is not to be purchased, held or used for any other purpose. 

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You may not do any of the following in regard to the Token or the contract creating it: (a) modify, copy, download, transmit, distribute, display, reproduce, perform, duplicate, publish, license, create derivative works from or sell, or offer to sell any information contained on, or obtained through your use of Token; (b) use or try to obtain, or reverse engineer, decompile, supplicate, disassemble or otherwise attempt to do any of the foregoing or anything similar to the Token software code owed or used by us; (c) introduce any trojan horses, worms, viruses, or other similar malicious materials into our Token, software or websites, or attempt to do any of the foregoing; (d) access, own or use the Token in any way not permitted by these Terms.

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7. COMMUNICATIONS

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You agree, in your individual capacity and on behalf of any client for which you are an authorized representative that we may send communications to you via your email address provided by you. You agree to notify us of any changes in your address or contact details. We may also deliver information verbally over the phone as we provide Services and otherwise. Communications shall be deemed delivered to you when sent and not when received. The use of electronic versions of documents fully satisfies any requirement that such documents be provided to you in writing. You agree that you are responsible for understanding these documents and agree to conduct business by electronic means. You are obligated to review any updates to these Terms and agree not to contest the admissibility or enforceability the electronically stored copy of these Terms in any proceeding arising out of these Terms. 

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8. YOUR INFORMATION

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When you use the Token or our Services you will be required to provide personal information, and may provide other information, such as blockchain transaction history. Your collected information will be stored and treated in accordance with our Privacy Policy which is incorporated by reference into these Terms. YOU UNDERSTAND THAT PUBLIC DATA FROM YOUR BLOCKCHAIN WALLET AND BLOCKCHAIN TRANSACTIONS MAY BE USED TO TRAIN OUR MACHINE LEARNING/ARTIFICIAL INTELEGENCE MODEL.

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9. DISCLAIMER OF LIABILITY

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We have no special relationship with or fiduciary duty to you or any other third party. Your use of the Token or Services is at your own risk. You release CPAI and Hello Beam Inc. from any and all liability from the purchase, ownership and use of the Token or the Services. We make no representations concerning any content contained in or accessed through our software or websites. We are not responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Token, our software or websites. We neither represent, warrant, covenant, guarantee, nor promise any specific results from the purchase, ownership or use of the Token or the Services. 

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OUR TOKEN, SOFTWARE AND WEBSITES, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY SERVICES PROVIDED, IS PROVIDED “AS IS” WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON INFRINGEMENT, WHICH ARE EXPRESSLY DISCLAIMED. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR PURCHASE, OWNERSHIP OR USE OF THE TOKEN OR THE SERVICES. NEITHER CPAI, HELLO BEAM INC. NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE TOKEN, SOFTWARE OR WEBSITES OR SERVICES SHALL BE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES ARISING OUT OF YOUR ACCESS TO, OR USE OF, THE TOKEN OR THE SERVICES.

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To the extent provided by law, we assumes no liability or responsibility for any errors or omissions in the content of our Token, Software or Websites. We have not reviewed all content available within all of the links provided on the websites and are not responsible for the content of any off-Site pages. Clicking on hyperlinks and visiting any off-Site pages is done at your own risk.

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10. OWNERSHIP OF INTELLECTUAL PROPERTY

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The Token, and Services, including their “look and feel” (e.g., text, graphics, images, logos), proprietary content, information and other materials, are protected by copyright, trademark, and other US and foreign intellectual property laws. You agree that we and/or our licensors own all intellectual property rights in and to the Token.  We and our licensors reserve all rights in connection with the Token and its content (other than Your Content), including, without limitation, the exclusive right to create derivative works.

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Ownership of Feedback. We welcome feedback, comments and suggestions for improvements to the Token and Services (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Token or Services or in any such Feedback. All Feedback becomes the sole and exclusive property of CPAI and CPAI may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to CPAI any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.

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Digital Millennium Copyright Notice. We respect the intellectual property of others, and We ask you to do the same. If you or any user of our Software of our Websites believes its copyright rights have been infringed on our Software or Websites, the copyright(s) owner (“Complaining Party”) should send notification to us immediately.

To be effective, the notification must include:

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A physical or electronic signature of the Complaining Party or such person authorized to act on behalf of the Complaining Party;

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Identification of the copyrights(s) claimed to have been infringed;

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Information reasonably sufficient to permit Us to contact the Complaining Party or such person authorized to act on behalf of the Complaining Party, such as address, telephone number and, if available, an electronic mail address at which the Complaining Party may be contacted;

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Identification of the material that is claimed to be infringing the Complaining Party’s copyrights(s) that is to be removed and information reasonably sufficient to permit us to locate such materials;

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A statement that the Complaining Party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, agent, or by law; and

A statement that the information in the notification is accurate and, under penalty of perjury, the Complaining Party or such person authorized to act on behalf of the Complaining Party is the owner of an exclusive copyrights that is allegedly infringed.

Designated Agent for Claimed Infringement. Pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512(c) (“DMCA”).

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11. INDEMNITY

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By entering into these Terms and purchasing, owning, accessing or using the Tokens or Services, you agree that you shall defend, indemnify and hold CPAI and its subsidiaries harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) incurred by the Hello Beam Inc arising out of or in connection with: (a) your violation or breach of any term of these Terms or any applicable law or regulation; (b) your violation of any rights of any third party; (c) your misuse of the Services; (d) Your Content, or (e) your negligence or willful misconduct. If you are obligated to indemnify Hello Beam Inc hereunder, then you agree will have the right, in its sole discretion, to control any action or proceeding and to determine whether Hello Beam Inc wishes to settle, and if so, on what terms, and you agree to fully cooperate with Hello Beam Inc. in the defense or settlement of such claim.

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12. DISPUTE RESOLUTION

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Informal Process First.  You agree that in the event of any dispute between you and us, you will first contact us and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action.

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Arbitration Agreement. After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, “Claim”) arising out of or relating in any way to your use of our Services, and including without limitation any dispute concerning the construction, validity, interpretation, enforceability, or breach of these Terms, shall be exclusively resolved by binding arbitration, including threshold questions of arbitrability of the Claim, except as permitted herein, upon a party’s submission of the dispute to arbitration. You and us agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS  under its Comprehensive Arbitration Rules and Procedures and the JAMS Consumer Minimum Standards (together, the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms). Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. The arbitrator will have the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a dispute, including the determination of whether a dispute is arbitrable. Judgment on the arbitration award may be entered in any court that has jurisdiction. You have a right to have the arbitration conducted via telephone, or as an in-person hearing in your hometown area (if you live in the United States) or another location that is reasonably convenient to you.

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13. CALIFORNIA RESIDENTS

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If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.

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14. INJUNCTIVE RELIEF

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You agree that a breach of these Terms will cause irreparable injury to us for which monetary damages will not be an adequate remedy and we should be entitled to pursue equitable relief, without a need to post a bond.

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15. WAIVER AND SEVERABILITY

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Our failure to enforce a provision is not a waiver of our rights to do so later.. Whenever possible, each provision of these Terms shall be interpreted in such a manner as to be effective and valid under applicable law. If any provision of these Terms becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, these Terms of Use shall continue in full force and effect without such provision, and these Terms of Use shall be construed to the fullest extent possible as to give effect to the intentions of the provisions found to be unenforceable or invalid

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16. MISCELLANEOUS

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IN CONNECTION WITH THESE TERMS OF USE AND WITH RESPECT TO ANY CLAIM, ACTION OR PROCEEDING, DIRECTLY OR INDIRECTLY, ARISING OUT OF, OR RELATING TO, THESE TERMS OF USE YOU HEREBY IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY TO THE FULLEST EXTENT PERMITTED BY LAW. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.

YOU AND HELLO BEAM INC. TO COMMENCE, BE A PARTY TO, JOIN OR BE AN ACTUAL OR PUTATIVE CLASS MEMBER OF ANY CLASS, 

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17. NO THIRD PARTY BENEFICIARIES

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Except as expressly provided in these Terms, there shall be no third-party beneficiaries to the Terms. Hello Beam shall have the right to assign its rights or delegate any of its responsibilities under these Terms to an affiliate or in connection with a merger, consolidation or reorganization of Hello Beam Inc. for the sale of substantially all of its assets.

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