Massive end-user license agreement
Last updated: November 14, 2021
1. Introduction. This end-user license agreement (“EULA”) sets forth the terms under which Massive Computing, Inc. (“Massive” or “We”) shall grant you (“You”) a license to install and operate software provided to you by Massive (“Massive Software”, as further defined in Section 2.3 below) on computers and mobile devices that you own and control (“Devices”). You may operate Massive Software only to perform some of the functions of the software, features, content, or services monetized by computing resources (“Service”, as further defined in Section 2.4) that the third party provides You with (“Application Owner”, as further defined in Section 2.1).
When Massive Software is installed on your Devices, it shall use your computing resources, possibly including your central processing unit, graphics processing unit, random-access memory, storage, bandwidth, and electricity (“Computing Resources”), to engage in cryptocurrency mining or other productive activities. Massive Software has no need to access any personally-identifiable information about You (“PII”) and shall not do so. The financial objective of these activities shall be to generate cryptocurrency-mining or other payments that We shall capture and share with the Application Owner, some of which the Application Owner shall use to fund its provisioning of your free access to the Service (“Compensation”) in consideration of your contribution of Computing Resources to this endeavor. Massive Software aims to use Computing Resources in a manner that is imperceptible to You while You are using your Devices. You expressly authorize Massive to use your Computing Resources in the manner described in this EULA and You understand that You will be responsible for any incremental electricity costs that You incur as a result of such use.
You may terminate your operation of Massive Software and this EULA at any time by uninstalling the instances of Massive Software installed on your Devices.
BY CLICKING “ACCEPT” OR TAKING ANY STEP TO INSTALL OR USE MASSIVE SOFTWARE:
• YOU REPRESENT THAT YOU (I) ARE AT LEAST 13 YEARS OLD, (II) HAVE NOT PREVIOUSLY HAD YOUR USE OF MASSIVE SOFTWARE SUSPENDED OR TERMINATED, AND (III) SHALL FULLY COMPLY WITH THIS EULA AND ALL APPLICABLE LAW.
• YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA, EITHER ON BEHALF OF YOURSELF OR AS AN AUTHORIZED REPRESENTATIVE OF THE PARTY ON WHOSE BEHALF YOU ARE ACCEPTING THE EULA.
IF THE REPRESENTATIONS SET FORTH ABOVE ARE NOT TRUE OR YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THE EULA, YOU MAY NOT, AND MUST NOT, INSTALL OR USE MASSIVE SOFTWARE.
We may revise this EULA at any time. If We do so, We will notify You by posting the revised EULA on our website, https://joinmassive.com/. Each such revised EULA will govern your use of Massive Software after the date on which it was posted. We urge You to periodically review the version of the EULA on our website to confirm that it is acceptable to You. If it is not, your sole recourse and remedy shall be to immediately uninstall Massive Software from your Devices. Your failure to uninstall your instances of Massive Software shall signify your continued acceptance of the then-current version of this EULA.
2. Additional definitions. The following definitions are in addition to those set forth above and in the body of this EULA.
2.1. “Application Owner” is a third-party developer, publisher, or service provider that provides You with the Service and Compensation for use of your Computing Resources, pursuant to its user agreement with You.
2.2. “Application-Owner User Agreement“ is a written agreement between an Application Owner and You that sets the terms under which the Application Owner will provide its Service to You. Such agreements may consist of posted end-user license agreements, terms of service, or other functional equivalents.
2.3. “Massive Software“ consists of current and future Massive software that You may install and operate on your Devices to enable the Devices to generate payments to Massive, including cryptocurrency payments, by performing cryptocurrency mining or other productive activities when the Devices’ other resource consumption is low enough to permit the Devices to engage in such activities without adversely affecting your other computing activities or user experience.
2.4. “Service“ consists of a service monetized by Computing Resources that is provided to You by an Application Owner, pursuant to its Application-Owner User Agreement, in part through your installation and operation of Massive Software on your Devices, in accordance with this EULA.
3. Operational overview. We have been selected by the Application Owner to perform some of the operational elements of the Service. These elements include providing Massive Software for installation on your Devices and maintaining the software. We play no role in and are not responsible and shall not be liable for (i) the Application Owner’s selection of the form or value of the Compensation that it provides to You in consideration of the Service’s use of your Computing Resources or (ii) the exchange rates of Computing Resources work completed for Compensation that the Application Owner uses to make these determinations. Nor are We responsible or shall We be liable for the quality of any item of Compensation that the Application Owner provides You with. Please direct all inquiries regarding such compensation to the Application Owner.
4. Cryptocurrency mining. You acknowledge the possible costs and risks associated with cryptocurrency mining, including but not limited to the possible increase in your Devices’ electricity consumption associated therewith and changes to legislation, regulation, or common law regarding the mining or transmission of digital assets. Should You have any questions about cryptocurrency mining (including, without limitation, questions regarding cryptocurrency-mining technology, data security, or electricity consumption), You should consult with an independent expert on the relevant subject matters. WE SHALL NOT BE LIABLE FOR ANY OF THE FOREGOING COSTS YOU INCUR OR ANY DAMAGE OR LOSS THAT YOU, YOUR COMPUTER, OR ANY OTHER PROPERTY OF YOURS SUFFERS AS A RESULT OF YOUR USE OF MASSIVE SOFTWARE OR THE SERVICE, REGARDLESS OF WHETHER OR NOT THE CAUSE OF THE LOSS WAS DESCRIBED IN THIS SECTION.
5. Ownership of revenue generated. You acknowledge that (i) the Compensation provided to You by the Application Owner shall be your sole compensation under this EULA and the Application-Owner User Agreement, (ii) You will not receive or obtain any right to or interest in any cryptocurrency mined or other revenue generated through the use of your Computing Resources, and (iii) your right to receive the Compensation shall be exclusively controlled by the relevant terms of the Application-Owner User Agreement.
6. Limited license. Subject to your complete and continuing compliance with this EULA, We grant You a limited, personal, royalty-free, revocable, non-exclusive, non-transferable, non-sublicensable, limited right and license to install and use Massive Software solely on your Devices, and to operate and use Massive Software on such devices strictly in accordance with the terms and conditions of this EULA and for non-commercial purposes.
7. Restrictions on use. You shall use Massive Software strictly in accordance with the terms of this EULA. You shall not (i) permit any third party to access, copy, or alter any instance of Massive Software licensed and provided to You, (ii) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt Massive Software, except to the extent that such prohibition is not allowed under applicable law, (iii) make any modification, adaptation, improvement, enhancement, translation, or derivative work from Massive Software, (iv) violate any applicable law, rule, or regulation in connection with your use of Massive Software, (v) remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) of Massive or its affiliates, partners, suppliers, or licensors, (vi) use Massive Software for any revenue-generating endeavor, commercial enterprise, or purpose other than to serve as an element of the Service, (vii) make Massive Software available over a network or other environment that permits access or use by multiple computing devices simultaneously unless You own all of the relevant devices, (viii) use Massive Software to create a product or service that is, directly or indirectly, competitive with or in any way a substitute for any product or service offered by Massive, or (ix) use any proprietary interfaces, information, or intellectual-property rights of Massive in the design, development, manufacture, licensing, or distribution of any applications, accessories, or devices of any nature.
9. Maintenance and updates. We may, at our discretion, provide maintenance for Massive Software installed on your Devices, by updating or replacing instances of Massive Software. You hereby consent to our doing so without further notice. Each such updated or new version of Massive Software will be subject to the provisions of the then-current EULA. If You refuse to use any updated or new version of Massive Software that We make available, We may terminate your instance of this EULA and disable your Massive Software instances.
10. Applicable law. Your use of Massive Software must not violate applicable law. Massive Software cannot be used in some countries and regions.
10.1. You may not install or operate Massive Software where your doing so would be illegal or otherwise violate any applicable law, rule, or regulation. For example, persons with whom United States persons are not permitted to have dealings, pursuant to economic sanctions administered by the US Department of the Treasury’s Office of Foreign Assets Control, including but not limited to persons located or ordinarily resident in or who are citizens of Cuba, Iran, North Korea, Syria, or the Crimea region of Ukraine, are prohibited from installing and operating Massive Software. You represent and warrant that You are not such a prohibited person and not otherwise ineligible to install and operate Massive Software.
10.2. You also may not install or operate Massive Software if You are located or ordinarily resident in or a citizen of any jurisdiction in which We, at our discretion, prohibit the use of Massive Software. We may implement controls to restrict access to Massive Software in any jurisdiction prohibited pursuant to this Section. You are required to comply with this Section even if our methods to prevent the use of Massive Software are not effective or can be bypassed. We reserve the right to disable your instances of Massive Software or the transactions discussed herein without prior notice if any act, conduct, transaction, omission, or misrepresentation might expose Massive to sanctions, restrictions, or penalties, or upon receipt of any subpoena, order, or request from any government, government official, or law-enforcement authority of competent jurisdiction.
11. Term and termination. This EULA shall go into effect upon your downloading and installing Massive Software. The EULA shall continue in effect until termination as provided herein. You and Massive may each terminate this EULA at any time for any reason or no reason. You may terminate the EULA by uninstalling all Massive Software from all of your Devices. We may do so by notifying You that your instance of the EULA has been terminated, in which event You shall immediately uninstall all instances of Massive Software that You have, failing which We may disable those Massive Software instances. Without prejudice to any other rights that We may possess, your rights and our obligations under this EULA will automatically terminate without notice to You should You breach the EULA. Should such a breach occur, You agree that, in addition to any other remedies We may have at law or in equity, We may disable your instances of Massive Software. Neither You nor Massive shall be liable to the other for any costs or injuries that the other incurs as a result of any termination of this EULA effectuated in accordance with this Section.
This Section and Sections 4, 5, 7, 8, 10, 12–15, and 17–26 of this EULA shall survive the termination of the EULA.
12. Ownership rights. You acknowledge that, as between You and Massive, We hold all right, title, and interests in all Massive Software, logos, and trademarks and We hold all intellectual-property rights in any of the foregoing items (“Massive-Owned Items”). Nothing in this EULA other than the limited, revocable license set forth in Section 6 conveys any right, title, or interest in any of the Massive-Owned Items to You, including by implication, estoppel, or otherwise. As between You and Massive, We own and shall continue to own all Massive-Owned Items. This EULA does not grant You any right, license, or interest in our trademarks and You shall not assert any right, license, or interest in these trademarks or any words or designs that are confusingly similar to any of them.
13. Indemnification. To the fullest extent permitted by applicable law, You shall defend, indemnify, and hold harmless Massive and its officers, directors, employees, consultants, affiliates, subsidiaries, agents, and licensors, at your expense, from and against every claim brought by a third party against an indemnitee and from any related liability, damage, loss, or expense, including reasonable attorneys’ fees and costs, arising out of or connected with (i) your unauthorized use or misuse of Massive Software, (ii) your violation of any of the terms of this EULA or applicable law, (iii) your violation of any third-party right, including any intellectual-property right or publicity, privacy, confidentiality, or other property right, or (iv) any other dispute between You and a third party. We shall have the right, at our expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You (without limiting your indemnification obligations with respect to that matter) and, in that case, You agree to cooperate with our defense of those claims.
14. DISCLAIMERS. EXCEPT AS PROHIBITED BY APPLICABLE LAW:
• MASSIVE SOFTWARE IS LICENSED AND PROVIDED TO YOU “AS IS”.
• IN ADDITION TO THE DISCLAIMERS SET FORTH IN SECTIONS 3 AND 5, WE DISCLAIM ANY AND ALL WARRANTIES WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OR TIMELINESS AND ANY WARRANTY ARISING OUT OF A COURSE OF DEALING, USAGE, OR TRADE. NOR SHALL ANY MASSIVE COMMUNICATIONS TO YOU DURING THE TERM CREATE ANY WARRANTIES TO YOU. WE DO NOT WARRANT THAT MASSIVE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT OPERATION OF MASSIVE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, FREE OF HARMFUL CODE, OR COMPLETELY SECURE FROM UNAUTHORIZED MODIFICATION BY THIRD PARTIES, THAT DEFECTS OR ERRORS IN MASSIVE SOFTWARE WILL BE CORRECTED, OR THAT MASSIVE SOFTWARE WILL BE COMPATIBLE WITH ANYTHING OTHER THAN THE DEVICES ON WHICH WE INDICATE IT MAY BE INSTALLED. YOU AGREE THAT YOU ARE USING MASSIVE SOFTWARE AT YOUR DISCRETION AND WITHOUT RELIANCE ON ANY STATEMENT MADE BY MASSIVE OUTSIDE OF THIS EULA AND THAT YOU SHALL BEAR THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF MASSIVE SOFTWARE AND THE IMPACT OF THE PERFORMANCE ON YOUR DEVICES.
15. Limitation of liability. UNDER NO CIRCUMSTANCES SHALL WE OR OUR AFFILIATES, PARTNERS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE MASSIVE SOFTWARE, THE SERVICE, OR ANY THIRD-PARTY CONTENT, WHETHER OR NOT THE DAMAGES WERE FORESEEABLE AND WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MASSIVE’S AGGREGATE LIABILITY TO YOU (WHETHER UNDER CONTRACT, TORT, STATUTE, OR OTHERWISE) SHALL NOT EXCEED THE AMOUNT OF FIFTY DOLLARS ($50.00).
16. Force majeure. No delay, failure, or default other than a failure to pay fees when due will constitute a breach of this EULA to the extent caused by acts beyond the reasonable control of Massive, including acts of war, terrorism, hurricanes, earthquakes, other acts of God or nature, strikes or other labor disputes, riots or other acts of civil disorder, and embargoes.
17. Feedback. You are not required to provide any comments, suggestions, or other feedback regarding the operation of or possible improvements to Massive Software or with respect to any other subject (“Feedback”). Should You voluntarily do so, We may freely act on the Feedback for any purpose, including to improve Massive Software or our business processes and to develop other products and services, without paying You any fees in consideration of our doing so.
18. Notices. You may contact us at https://joinmassive.typeform.com/to/zdcWOY. Our website is located at https://joinmassive.com/. Our mailing address is:
2093 Philadelphia Pike #1787
Claymont, Delaware 19703
19. Severability. If any term or provision of this EULA is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of the EULA nor invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or provision is invalid, illegal, or unenforceable, You and Massive shall negotiate in good faith to modify the EULA so as to affect our mutual original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated herein be consummated as originally contemplated to the greatest extent possible.
20. No third-party beneficiaries. This EULA is entered into solely between You and Massive, may be enforced only by You or Massive, and shall not be deemed to create any rights for any third party or to create any obligations of You or Massive to any third party.
21. Choice of law, venue, and jurisdiction. This EULA is governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any choice- or conflict-of-law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of New York. Any legal suit, action, or proceeding arising out of or related to the EULA or licenses granted hereunder will be instituted in the federal courts of the United States or the courts of the State of New York, in each case located in the County of New York. Each party irrevocably submits to the jurisdiction of such courts in any such suit, action, or proceeding.
22. No class actions. YOU AND MASSIVE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
23. Waiver of jury trial. Each party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this EULA or the transactions contemplated herein.
24. Equitable relief. You acknowledge that your breach or threatened breach of this EULA may cause Massive irreparable harm for which monetary damages may not be an adequate remedy. Accordingly, You agree that, in the event of such a breach or threatened breach, We may seek equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
25. Amendment. This EULA may be modified only in writing by authorized representatives of the parties. A waiver of terms or excuse of breach must be in writing and shall not constitute subsequent consent, waiver, or excuse.
26. Entire agreement. This EULA sets forth the entire and exclusive agreement of the parties with respect to its subject matter and supersedes all prior or contemporaneous writings, negotiations, and discussions relating thereto. Neither party has relied on any such prior or contemporaneous communications in making its decision to enter into the EULA.