Blockchain Telecom Ecosystem Agreement

Version 1.0
Last updated: 2 October 2019

Disclaimer

Clementvale Baltic OU makes no representation, warranty or undertaking (expressed or implied) with respect to and does not accept any responsibility for, and hereby disclaims liability for the accuracy or completeness or timeliness of the information contained in this document. The information contained in this document may be subject to change without prior notice. We will notify you of any change in the Blockchain Telecom Ecosystem Agreement by publishing a new version of this Agreement on the website: https://blockchaintele.com/blockchain-telecom-ecosystem-agreement.html.

Antitrust Notice

The information contained herein is in full compliance with the Competition Act 2001 of the Republic of Estonia.

More information is available on the website of the public journal of the Republic of Estonia: https://www.riigiteataja.ee/en/eli/519012015013/consolide.

Introduction

This Blockchain Telecom Ecosystem Agreement (hereinafter referred to as the “Agreement”) shall be effective between Clementvale Baltic OU (hereinafter referred to as the “Administrator”, “we”, “us” or “our”) and the entity that you represent (hereinafter referred to as the “Participant” or “you”) jointly referred to as the “Parties”.

Clementvale Baltic OU is a company incorporated in the Republic of Estonia with the registered address at Harju maakond, Tallinn, Kesklinna linnaosa, Estonia pst 5-309B, 10143, registry code 12910090.

The Participant has read and understood the entire Agreement which specifies the rights and obligations of the Administrator and the Participant and the Terms and Conditions of usage of the Blockchain Telecom Ecosystem (hereinafter referred to as “BT”). When the Participant agrees to use the service provided by the Administrator by signing an Application Form by hand and/or by signing electronically, it shall be deemed that the Participant has entered into the Agreement with the Administrator and agrees to comply with this Agreement in all respects.

The Administrator has the right to refuse to enter into the Agreement with or to provide the service to any person, including the Participant, according to the conditions specified in this Agreement.

Starting Date

The actual commercial starting date for this Agreement shall be the date of transfer of a private key to the Participant.

Principles

The main target of BT is direct interaction between mobile operators and service providers without intermediaries, agreements or complex integrations.

The main interaction between the Participants is conducted via a set of transactions called “Smart Contracts”. Such transactions are technically undeniable.

The BT is processed by Blockchain servers called “Nodes”.

The BT is independent.

The BT provides direct billing and cash flow in SDRt.

Definition of Terms and Expressions

Unless the context otherwise requires, the different terms and expressions used shall have meanings assigned to them for the purpose of this Agreement in the following paragraphs:

Term Description
Account An account registered for the Participant which allows to identify the Participant and track their SDRt balance
Administrator A technical expert team, including developers and administrators, which provides access to the Blockchain Telecom Ecosystem and executes administrative and technical support of the system
Assignee A Participant who has published an Offer onto the Blockchain Telecom Ecosystem
Blockchain Telecom Ecosystem Industrial Blockchain developed for Mobile Operators and Service Providers in order to facilitate interaction between them via Smart Contracts
BTClient A client-side software developed by the Administrator and supplied to the Participant to create an interaction layer through the specified API (program interface) between Blockchain Telecom and the Participant's BSS (Business Support System)
Client An end-user of services provided by a Service Provider
Escrow Account An account owned by the Administrator which has the right to issue and liquidate SDRt and guarantees compliance of value of issued SDRt to FIAT received
Information Technology, including equipment, projects, products, applications, services, tariffs, features and terminal equipment, activities and development plans, inventions, processes and working methods, engineering activities and marketing operations, customers, prices, internal procedures, plans and business strategies, knowledge or any financial information of the Parties disclosed to the other party in the running of this Agreement, irrespective of support, written or verbal, whether or not expressly stated that the information is disclosed by a confidant
Issuer A Participant who has submitted a Request for an Offer, which is to be published by an Assignee on behalf of their Subscriber or Client
Master-Node A Node temporary owned by Administrator which exercises administrative, technical and utility function in the first steps of integration of new Participants and during the adjustment period in order to provide stability of the BT
Mobile Operator A Mobile Network Operator or a Mobile Virtual Network Operator
Nodes The Blockchain Telecom Ecosystem servers which are subject to download by the Participant in order to take part in the Agreement
Offer A service with detailed description and price (in SDRt) published by any Participant
Participant A Mobile Operator or a Service Provider connected to the Blockchain Telecom Ecosystem
Request An order on an Offer selected by any Participant
Service The Administrator provides services on the terms of this Agreement. The Service includes but is not limited to:

  • Managing and administrating of BT platform;
  • Accepting new Participants (through Application Form, offline validation and new account registration, BT Node deployment, software configuration, assistance in BT platform integration);
  • Deposit and withdrawal of FIAT;
  • Submitting orders to Escrow Account on issuance or liquidation of SDRt;
  • Further software development;
  • BT platform improvement;
  • Technical support.
Technical Recommendations Actual technical recommendations are available at: https://wiki.blockchaintele.com/index.php/Installation-Guide.
Service Provider Any company which provides non-telecom services (e.g. music provider, TV provider, antivirus provider, personal cloud provider, etc.)
Smart Contract A set of transactions digitally signed by the Participants, verified and executed by the blockchain
Special Transactions Such transactions as blocking of Accounts, compulsory transfer of tokens, etc.
Subscriber An end-user of services provided by Mobile Operator
Tariffs Rates for certain types of services published on BT platform in common access for all the Participants, published in Annex A which is available at: https://blockchaintele.com/annex-a.html.
Wallet A digital wallet that allows Participants to manage SDRt
Abbreviation Description
BC Blockchain
BT Blockchain Telecom Ecosystem
FIAT Any money declared by a government to be legal tender (USD, EUR and so on)
SDR Special-Drawing-Rights
SDRt Cryptocurrency pegged to SDR

Software

The Services may use and include certain software and/or firmware (the "Software") provided by the Administrator, by third-parties and/or an open-source software.

If you downloaded or installed the Software, your use of that Software is subject to the End-User License Agreement that accompanied that Software.

Your use of the Services may cause you to use or interact with the software of non-Administrator third parties. In such cases, those third-parties’ terms and conditions apply to your access and use of such non-Administrator software. The Administrator is not liable to you for any loss or injury arising out of or caused, in whole or in part, by your use of any such software accessed through, or in conjunction with, the Services.

With regard to any Administrator Software (including Software upgrades, changes, or supplements) which is not accompanied by an End-User License Agreement, and which is incorporated into the Services or the Administrator, or its applicable third-party licensors, grants you a limited, personal, non-transferable, and non-exclusive right and license to use the object code of its Software on the Services; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, or otherwise attempt to discover any source code or structure, sequence and organization of, sell, assign, sublicense, distribute, rent, lease, grant a security interest in, or otherwise transfer any right in the Software. You acknowledge that this license is not a sale of intellectual property and that the Administrator or their third-party licensors, providers, or suppliers continue to own all rights, title, and interest to the Software and related documentation. The Software is protected by the copyright laws of the Republic of Estonia and international copyright treaties.

The Administrator or their applicable third-party licensors may provide Software upgrades, updates, or supplements. You understand and agree that the Administrator or applicable third-party licensors have the unrestricted right, but not the obligation, to upgrade, update, or supplement the Software on the Services at any time. The Administrator will notify the Participant regarding any Software changes inside the BT.

Intellectual property

All portions of the Services and any firmware or software used to provide the Services or provided to you in conjunction with providing the Services, or embedded in the equipment, and all Services, information, documents, and materials on related website(s) are the property of the Administrator or third-party providers and are protected by trademark, copyright, or other intellectual property laws and international treaty provisions. All websites, corporate names, service marks, trademarks, trade names, logos, and domain names (collectively “Marks”) of the Administrator or third-party providers are and shall remain the exclusive property of the Administrator or third-party providers, and nothing in this Agreement shall grant you the right or license to use such Marks.

Subject of the Agreement

The Administrator will provide the Service to the Participant as it is described in the Agreement, and in accordance with technical duties that the Administrator pledges to perform.

The Administrator determines actual scenarios of an interaction between the Participants on the BT. The scenarios are subject to change without prior notice. We will notify you of any change by publishing a new version of high-level specifications on our website: https://wiki.blockchaintele.com/index.php/High_level_Specifications.

The Participant fully understands and agrees that the Service is provided “as is”. The Administrator makes no warranties of any kind, either expressed or implied, including without limitation warranties of title or non-infringement or implied warranties of merchantability or fitness for a particular purpose.

The Participant agrees to:

  • download Nodes;
  • undergo an offline validation procedure, have a license or any other permit documents required by the Participant’s jurisdiction and title documents of a legal entity;
  • follow the scenarios determined by the Administrator;
  • include detailed information on the services to be provided, their quality and quantity (as a part of the Offers published to the BT ecosystem);
  • provide services in strict accordance with the provided information;
  • provide services with the standard and quality not lower than the criteria stated in Service Level Agreement which is additionally concluded between Participants.

The Participant must observe and follow the laws of jurisdictions of its operation.

The Participant is solely liable for the information transmitted through BT and for any breach of applicable law.

The Participant pays all SDRt amounts stated in the Offers that the Participant purchased in the Blockchain Telecom Ecosystem.

The Participant shall not assign or transfer the right of using the Service under the Agreement to any person without the consent of the Administrator.

Entry into the Agreement and Provision of the Service

The Participant shall apply for, fill in and submit the Application Form (available at https://blockchaintele.com/application-form.html) with supporting documents specified by the Administrator in order to enter into the Agreement with the Administrator under each type of service provided by the Participant.

When the Participant agrees to enter into the Agreement and to use the Service, the Participant shall submit a copy (physical or electronic) of the Application Form with supporting documents to the Administrator.

Validation Procedure

Offline validation is conducted by the Administrator after receiving the Application Form and supporting documents. The Participant agrees to such procedure by signing the Application Form.

New Account Registration

The Administrator conducts an account registration for a new Participant.

The installation fee is determined by Tariffs in Annex A.

There are two Account statuses currently available with the BT:

  • Upgraded account (installation fee duly paid);
  • Non-upgraded account (no installation fee paid).

Smart Contract

Smart Contracts are executed according to scenarios published on the website: https://wiki.blockchaintele.com/index.php/High_level_Specifications.

Billing and Payments Procedure

10 000 (ten thousand) SDR is the minimum amount the Participant has to have in the Participant’s Wallet in order to start commercial activity.

SDR tokens (SDRt) are not official or legally binding investments of any kind. SDR digital tokens are designed to be used inside BT to pay for the internal processes and payments within the infrastructure of the BT. SDRt are exclusively used on BT platform as a means of payment for acquiring services or as a means of money for transactions and considered as payment tokens.

SDRt is a virtual currency. Information concerning license is available at https://blockchaintele.com/license.html.

SDRt are issued in the amount equal to the accepted FIAT in SDR.

Sufficiency of funds means that the Participant has enough SDRt to commit a transaction.

The Wallet can be replenished by any major currency of SDR valuation basket, that is the U.S. dollar, U.K. pound, euro, Japanese yen and the Chinese yuan.

The Participant undertakes the cost of exchanging the foreign currency to SDR.

The Administrator has the right to issue and liquidate SDRt via Escrow Account and guarantees compliance of value of issued SDRt to FIAT received.

The Administrator has the right to withhold the respective conversion commission from the withdrawal amount in case this commision is charged by a third party.

There are two types of commission:

  • Commission from each purchase and sale on BT platform (estimated from the price of a Smart Contract);
  • Commission from the price of a transaction which depends on the volume of transferred data.

All payments between Participants are made in SDRt via Blockchain transactions without any intermediaries. All transactions are validated by all Participants in order to build a trusted ledger of transactions.

All the necessary information concerning the Billing and Payments procedure is available at: https://blockchaintele.com/billing-and-payments-procedure.html.

Refusal to Provide Service

The Administrator may refuse to provide service in the following events:

Upon the Administrator proving that the Participant used or forged another person’s documents in order to enter into the Agreement;

Upon the Participant not being qualified or not using the Service according to the Agreement.

Suspension of Service

Suspension of service is a type of Special Transactions executed by the Administrator which is done by a temporary block of a Node under certain circumstances.

The Administrator may suspend the Service as a result of the following events:

  • In case that there is a force majeure event incurred by the Administrator;
  • The Participant ceased to be a juristic person;
  • The Participant used false documents to apply for the Service;
  • The Participant used BT for an illegal purpose or in violation of the conditions of the Agreement;
  • The Administrator has the necessity to maintain or to adjust the telecommunications system used in providing the service;

In case of suspension of service, the Administrator shall not be responsible for indirect or consequential damages, loss of profit or commercial loss.

Technical Support

Technical support is conducted on the basis of a trust as far as blockchain allows the Administrator to track all the transactions. There is no reason for the Participant not to trust the Administrator.

If some reasonable technical faults appear, the Participant may provide the Administrator with access to the Node of the Participant in order to help with error correction.

All the necessary information concerning technical support is available at: https://blockchaintele.com/incident-management.html.

Force Majeure

The Force Majeure (Exemption) clause of the International Chamber of Commerce (ICC Publication No. 421) is hereby incorporated in this Agreement.

In this Clause, "Event of Force Majeure" additionally means an event beyond the control of the Administrator and the Participant, which prevents a Party from complying with any of its obligations under this Agreement, including but not limited to:

  • Suspension or revocation of the Participant’s license;
  • Network failure;
  • Node discreditation;
  • The Participant’s fraudulent behavior or activities including but not limited to illegal assets and fake withdrawal;
  • Intentional attacks on the BT;
  • Leakage of a private key;
  • Detection of a critical vulnerability of BT;

In the Event of Force Majeure, the Parties should make all reasonable efforts to stabilize the BT.

In case of fraud, the Participant incurs a lifetime ban, its Node is blocked and the Participant has to pay adequate compensation for damages caused.

In case of baseless increase of SDRt, the Administrator may execute compensatory transactions and has the right to block the Nodes of Participants who took part in such actions while the circumstances are being ascertained.

In case of detection of a critical vulnerability of BT, the Administrator should restore network functionality and monitor network health.

Termination of Service

The Administrator may terminate Service as a result of the following events:

  • The Administrator has reason to believe that the Participant has committed fraud, or has used the Service for an illegal purpose, or has committed a breach of the conditions of the Agreement;
  • The Administrator is unable to provide the service to the Participant due to the events which are beyond the control of the Administrator;
  • The Administrator has reason to believe that the Participant provides services prohibited according to the laws of the jurisdiction where the Participant operates (e.g. criminal activities like selling drugs, providing explicit sexual content or violence of any type, child sexual abuse content, etc.) or provides services without permission of the authorities, a license or a document of any other kind which grants the right to provide services due to requirements of the applicable law.
  • Termination by provisions of law.

Withdrawal of the Participant

If the Participant is withdrawing from this Agreement, the Participant has to give a prior notice (at least 30 days before withdrawal) to all the Participants of BT of its withdrawal from the Agreement, provide all the services specified in the Offers that the Participant published in the Blockchain Telecom Ecosystem and that were purchased by other Participants, make final calculations, make a request for withdrawal of FIAT to a bank account of the Participant and return SDRt to Escrow Account. FIAT is withdrawn from the system in the currency in which it was originally deposited. After completion of the steps above, the Administrator agrees to block the Participant's Node.

Modifications

We may occasionally modify the Agreement. All changes will be effective upon posting on the website: https://blockchaintele.com/blockchain-telecom-ecosystem-agreement.html.

You can determine when the Agreement was last revised by referring to the “Last Updated” legend at the top of the page. You agree to be bound by any such changes if you continue to use the Service after such changes have been posted.

In case that the Participant desires to change the billing address, documents, or information on any services provided by the Participant, the Participant shall inform the Administrator by the following means:

  • in writing, addressed to the Service Office or Branch Office stated in the Application Form;
  • via Internet from a verified email address.

Notifications

All communications, notices or other solicitations between the Administrator and the Participant in connection with this Agreement shall be in writing and should be sent to the contact information stated in the Application Form. Verbal communications will not be considered.

The Parties confirm that all notifications, messages, agreements, and documents related to the Parties’ performance of obligations arising from the Agreement, signed by analogues of the Parties’ handwritten signatures, shall be valid and binding for the Parties. Analogues of handwritten signatures are authorized e-mail addresses, as well as Account Data.

Discrepancy in Billing Data

The Administrator has the right to request billing data when the Administrator receives a request from a Subscriber/Client concerning possible discrepancy in the billing data. The Participant must fulfill such a request within 7 days of receipt.

Cooperation with Authorities and Police Enforcement

We will cooperate with law enforcement authorities as required by law. We will cooperate with law enforcement agencies in any investigation of alleged illegal activity regarding the use of the Service when requested.

Settling Disputes

The Participant agrees that any disagreement that arises in relation to the Agreement will be solved amicably. Disputes of any nature arising from signing, implementation, interpretation, performance, breach, and termination of the Agreement or any part of this Agreement or in connection with it that cannot be resolved amicably shall be settled by competent courts in the Administrator's jurisdiction.

Disputes between the Participants in connection with performance and breach of the terms specified in the published Offers which cannot be resolved amicably shall be settled by a competent court of a competent jurisdiction. In that case, the Administrator shall provide, upon written request, information about the legal entity of the defendant (state id number, company’s name, address, email).

The Administrator cannot be treated as an arbitration body for possible disagreements between Participants.

Limitation of Liability

In case of any conflict, the conditions of this Agreement shall prevail.

The Participant agrees to keep confidential all private keys, passwords, user Ids, IP addresses, and other account identifiers and is solely responsible for any liability or damages resulting from the Participant’s failure to maintain that confidentiality. The Participant is solely and fully responsible and liable for all activities that occur under the Participant’s BT Ecosystem account, assigned telephone number(s), private keys, password, user ID, or IP address.

If the Participant suspects any breach of security such as loss, theft, public use or unauthorized disclosure or use of the Services, the Participant’s BT account, private key, password, or user ID, the Participant must immediately contact the Administrator.

The Administrator shall not be liable for discreditation of a private key and all the direct, indirect, incidental, consequential loss of data, income or profit, punitive damages and/or claims of third parties resulting from the use of, access to, or inability to use the private key. In case of a private key is leaked, the Participant must immediately notify the Administrator to exclude the Node of the Participant from operation on BT and to initiate the procedure of issuance of a new private key. If the Participant's private key has been compromised, the Participant is recommended to create a new account. In case there some SDRt left on the compromised account, they must be transferred to the new one.

The Participant agrees to take full responsibility for maintaining adequate security precautions to restrict access to the Services, or through the Services, to the Participant’s facilities, equipment, hardware, software, systems, computers, servers, private keys, IP addresses, telephone numbers, to prevent hacking, theft, tampering and/or unauthorized access and to prevent fraudulent, unauthorized, illegal or improper use of the Services, equipment and systems of the Services, equipment and systems of third parties.

Confidentiality

1. The Administrator and the Participant each agree that all non-public information furnished by the Administrator or the Participant in connection with the Services:

  • that is designated or labeled as “confidential” or
  • that relates to the disclosing party’s financial, business operations, trade secrets, customers, prices and customer lists or
  • that the Participant sees on BT platform, is confidential and proprietary information or trade secrets (collectively, “Proprietary Information”) of the disclosing Party and will remain the sole and exclusive property of the disclosing Party.

2. Except as provided for in these Terms, the Administrator and the Participant shall each:

  • make reasonable efforts to protect the Proprietary Information from disclosure to anyone other than its employees and agents who have a need to know it in connection with the performance of the Party’s obligations under these Terms;
  • advise those to whom disclosure of the Proprietary Information is made of the confidential nature of the Proprietary Information and of these prohibitions;
  • not duplicate such Proprietary Information, except as reasonably necessary to perform the Party’s duties under these Terms;
  • not remove or destroy any proprietary or copyright notice appearing on the Proprietary Information; and
  • return all Proprietary Information (including all copies thereof in any media) to the disclosing Party at the disclosing Party’s request and in any event of termination or expiration of the Service.

3. If the receiving Party is requested or legally compelled by a governmental agency or court order or otherwise required by law, or any legal or arbitration proceedings, to disclose any of the Proprietary Information of the disclosing Party, the receiving Party agrees that it will provide the disclosing Party with prompt written notice of these requests (if permitted by law) so that the disclosing Party has the opportunity to pursue its legal and equitable remedies regarding potential disclosure.

No Publicity

The Participant agrees not to issue any publicity materials, press releases or other public statements that refer to or describe any aspect of the Services without the prior written approval of the Administrator.

Choice of Law

The Agreement and any matters relating hereto shall be governed by and construed in accordance with Estonian law.

Headings

The headings of the Agreement are for the convenience of reference only and shall in no way limit or affect the meaning or interpretation of the provisions of the Agreement.

Severability

If any part of the Agreement or any Annex hereto is held to be invalid or unenforceable, such determination shall not invalidate any other provision of the Agreement or Annexes hereto; and the Parties shall attempt, through negotiations in good faith, to replace any part of the Agreement or Annexes hereto held to be invalid or unenforceable. The failure of the Parties to agree on such replacement shall not affect the validity of the remaining parts of the Agreement.

Compliance with Laws and Regulatory Requirements

The commitment of the Parties hereto shall be subject to all applicable laws and/or regulatory requirements, present, and future, of any governmental or regulatory authority having jurisdiction over the Parties hereto, as well as any valid order of a court of competent jurisdiction.

No Waiver

Failure by any Party at any time or times to require performance of any provisions of the Agreement shall in no manner affect its rights to enforce the same, and a waiver by any Party of any breach of any provisions of the Agreement shall not be construed to be a waiver by such Party of any succeeding breach of such provision or a waiver by such Party of any breach of any other provision hereof.

Export Control Laws and Sanctions Compliance

The Parties shall, in carrying out their obligations in relation to the Agreement, comply with all applicable export control laws and regulations (“Export Control Laws”) and all applicable economic, trade and financial sanctions laws, regulations, and embargoes or restrictive measures (“Sanctions”) administered in both cases enacted or enforced by the governments of any relevant country.


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