Contract Law of the People’s Republic of China
PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES (DEFINED
BELOW) ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF
THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.
Cutout master LLC develops and publishes apps for mobile devices. In
this policy, “Cutout master LLC” may also refer to “Cutout master”, “We”
or “Us”.This Agreement requires the use of arbitration on an individual
basis to resolve disputes, rather than jury trials or class actions, and
also limits the remedies available to you in the event of a dispute.This
Terms of Service (“Agreement”) sets forth the legally binding terms for
your use of any App (including any related services provided by Cutout
master). By using any App, you are accepting this Agreement and you
represent and warrant that you have the right, authority, and capacity
to enter into this Agreement. If you do not agree with all of the
provisions of this Agreement, please do not use any App. This Agreement
is the final, complete and exclusive agreement of you and Cutout master
with respect to the subject matters hereof (including the Apps) and
supersedes and merges all prior discussions and agreements between the
parties with respect to such subject matters (including any prior End
License Agreement1.1 LicenseSubject to the terms of this Agreement,
Cutout master grants you a non-transferable, non-exclusive, license to
(a) use for your personal use, and (b) copy, for the purpose of
downloading, installing and executing, the number of copies for which
you are authorized by the download site of each App on a mobile device
that you own or control for your use (the “License”).1.2 Certain
RestrictionsThe rights granted to you in this Agreement are subject to
the following restrictions: (a) you shall not license, sell, rent,
lease, transfer, assign, distribute, host, or otherwise commercially
exploit any App; (b) you shall not modify, translate, adapt, merge, make
derivative works of, disassemble, decompile, reverse compile or reverse
engineer any part of Apps, except to the extent the foregoing
restrictions are expressly prohibited by applicable law; (c) you shall
not access any App in order to build a similar or competitive service or
application; (d) except as expressly stated herein, no part of any App
may be copied, reproduced, distributed, republished, downloaded,
displayed, posted or transmitted in any form or by any means, or (e) you
shall not remove or destroy any copyright notices or other proprietary
markings contained on or in any App. Any future release, update, or
other addition to functionality of any App (including in-App purchases,
additional levels, and gameplay enhancements) shall be subject to the
terms of this Agreement, unless otherwise provided in terms associated
with such addition. All copyright and other proprietary notices on any
App content must be retained on any copies.1.3 Local LawsYou are solely
responsible for compliance with all applicable laws, including without
limitation export and import regulations.1.4 ModificationCutout master
reserves the right, at any time, to modify, suspend, or discontinue the
Apps or any part thereof with or without notice. You agree that Cutout
master will not be liable to you or to any third party for any
modification, suspension, or discontinuance of any App or any part
thereof.1.5 OwnershipApps provided to you are licensed to you and not
sold. Cutout master (and its licensors, where applicable) own all right,
title and interest, including all related intellectual property rights,
in and to all Apps, excluding your User Content (defined below). This
Agreement is not a sale and does not convey to you any rights of
ownership in or related to any App. The Cutout master name, logo, and
the product names associated with the Apps belong to Cutout master (or
its licensors, where applicable), and no right or license is granted to
use them by implication, estoppel or otherwise. Cutout master (and its
licensors, where applicable) reserve all rights not granted in this
Agreement.1.6 AdsWhen you start or stop an App, it may display an ad.
During gameplay, banner and/or interstitial ads may be displayed.2. User
Content2.1 User Content“User Content” of a user means any and all
content that such user uploads, distributes, or otherwise provides via
any App. You are solely responsible for your User Content. You assume
all risks associated with use of your User Content, including any
reliance on its accuracy, completeness or usefulness by others, or any
disclosure of your User Content that makes you or any third party
personally identifiable. You hereby represent and warrant that your User
Content does not violate the Acceptable Use Policy (defined below). You
may not state or imply that your User Content is in any way provided,
sponsored or endorsed by Cutout master. Cutout master is not obligated
to backup any User Content and User Content may be deleted at any time.
You are solely responsible for creating backup copies of your User
Content if you desire.2.2 LicenseBy uploading, distributing, or
otherwise using your User Content with any App, you automatically grant,
and you represent and warrant that you have the right to grant, to
Cutout master an irrevocable, nonexclusive, royalty-free and fully paid,
worldwide license, with the right to grant sublicenses, to reproduce,
distribute, publicly display, publicly perform, prepare derivative works
of, incorporate into other works, and otherwise use your User Content,
solely to display your User Content on any App.2.3 FeedbackIf you
provide Cutout master any feedback or suggestions (“Feedback”), you
hereby assign to Cutout master all rights in the Feedback and agree that
Cutout master shall have the right to use such Feedback and related
information in any manner it deems appropriate. Cutout master will treat
any Feedback you provide to Cutout master as non-confidential and
non-proprietary. You agree that you will not submit to Cutout master any
information or ideas that you consider to be confidential or
proprietary.2.4 Acceptable Use PolicyThe following sets forth Cutout
master’s¬ “Acceptable Use Policy”:(1) You agree not to use any App to
upload, distribute, or otherwise use any User Content (a) that violates
any third-party right, including any copyright, trademark, patent, trade
secret, moral right, privacy right, right of publicity, or any other
intellectual property or proprietary right; (b) that is tortious, trade
libelous, defamatory, false, or intentionally misleading, (c) that is
harassing, abusive, threatening, harmful, vulgar, obscene, or offensive,
or that contains pornography, nudity, or graphic or gratuitous violence,
or that promotes violence, racism, discrimination, bigotry, hatred, or
physical harm of any kind against any group or individual, or is
otherwise objectionable, (d) that is harmful to minors in any way; (e)
that constitutes unsolicited or unauthorized advertising, promotional
materials, junk mail, spam, chain letters, pyramid schemes, or any other
form of duplicative or unsolicited messages, whether commercial or
otherwise; or (f) that violates of any law, regulation, or contractual
obligations.(2) You agree not to use any App to: (a) upload or
distribute any computer viruses, worms, malicious code, or any software
intended to damage or alter a computer system or data; (b) collect
information or data regarding other users, including e-mail addresses,
without their consent (e.g., using harvesting bots, robots, spiders, or
scrapers); (c) disable, overly burden, impair, or otherwise interfere
with servers or networks connected to Apps (e.g., a denial of service
attack); (d) attempt to gain unauthorized access to the Site or App or
servers or networks connected to Apps (e.g., through password mining);
or (e) interfere with another user’s use and enjoyment of any App.2.5
EnforcementWe reserve the right (but have no obligation) to review any
User Content in our sole discretion. We may remove or modify your User
Content at any time for any reason in our sole discretion with or
without notice to you.3. Term and Termination3.1 This Agreement
commences on the date you accept this Agreement (as described in the
preamble) and will remain in full force and effect while you use the
App, unless earlier terminated in accordance with this Agreement.3.2
Notwithstanding the forgoing, if you used any App prior to the date you
accepted this Agreement (as described in the preamble), you hereby
acknowledge and agree that this Agreement commences on the date you
first use any App (which ever is earlier and which may be prior to the
Agreement Version Date) and will remain in full force and effect while
you use any App, unless earlier terminated in accordance with this
Agreement.3.3 We may (a) suspend your rights to use any App, and/or any
related services or (b) terminate this Agreement, at any time for any
reason at our sole discretion with or without notice to you, including
if we in good faith believe you have violated the Acceptable Use Policy
or any other provision of this Agreement. Without limiting the
foregoing, Cutout master reserves the right to terminate its Agreement
with any user who repeatedly infringes third party copyright rights upon
prompt notification to Cutout master by the copyright owner or the
copyright owner’s legal agent.3.4 Upon termination of this Agreement,
your right to use the App will automatically terminate immediately. You
understand that any termination may involve deletion of your User
Content associated therewith from our live databases. Cutout master will
not have any liability whatsoever to you for any termination of this
Agreement, including deletion of your User Content. Even after this
Agreement is terminated, the following provisions of this Agreement will
remain in effect: Sections 1.2, 1.3, 1.4, 1.5, 2, 3.4, 4, 5, 6, 7, 8, 9,
and 10.4. IndemnityYou agree to defend, indemnify and hold harmless
Cutout master (and its suppliers) from and against any claims, suits,
losses, damages, liabilities, costs, and expenses (including reasonable
attorneys’ fees) brought by third parties resulting from or relating to:
(i) your use of any App, (ii) your User Content, or (iii) your violation
of this Agreement. Cutout master reserves the right, at your expense, to
assume the exclusive defense and control of any matter for which you are
required to indemnify Cutout master and you agree to cooperate with our
defense of these claims. You agree not to settle any matter without the
prior written consent of Cutout master. Cutout master will use
reasonable efforts to notify you of any such claim, action or proceeding
upon becoming aware of it.5. Third Parties5.1 Application Stores. You
acknowledge and agree that the availability of the App is dependent on
the third party from which you received App, e.g., the Apple iPhone or
Android stores (“Application Store”). You acknowledge that this
Agreement is between you and Cutout master and not with the Application
Store. The Application Store is not responsible for the App, the content
thereof, maintenance, support services, and warranty therefor, and
addressing any claims relating thereto (e.g., product liability, legal
compliance, or intellectual property infringement). You agree to pay all
fees charged by the Application Store in connection with App (if any).
You agree to comply with, and your license to use App is conditioned
upon your compliance with, all applicable third party terms of agreement
(e.g., the Application Store’s terms and policies) when using App. You
acknowledge that the Application Store (and its subsidiaries) are third
party beneficiaries of this Agreement and will have the right to enforce
this Agreement.5.2 Third Party ServicesCutout master may permit certain
third party applications (like leaderboards, game networks) to provide
content through the App (“Third Party Services”). The App may be used to
send content provided by the Third Party Service between users who have
the Third Party Service installed on their device. When you do so,
Cutout master will share information with the Third Party Service as
responsible for and does not control Third Party Services. Cutout master
provides these Third Party Services only as a convenience to you. Cutout
master has no obligation to review or monitor, and does not approve,
endorse, or make any representations or warranties with respect to Third
Party Services. You use all Third Party Services at your own risk. When
you access a Third Party Service, the applicable third party’s terms and
policies apply, including the third party’s privacy policies. You should
make whatever investigation you feel necessary or appropriate before
proceeding with any transaction in connection with any Third Party
Services.5.4 Other UsersAn App may contain User Content provided by
other users of the App. Cutout master is not responsible for and does
not control User Content. Cutout master has no obligation to review or
monitor, and does not approve, endorse, or make any representations or
warranties with respect to User Content. You use all User Content and
interact with other users at your own risk. Your interactions with other
users are solely between you and the other user and we are under no
obligation to become involved. You agree that Cutout master will not be
responsible for any liability incurred as the result of any such
interactions.5.5 ReleaseYou hereby irrevocably and unconditionally
release and forever discharge Cutout master (and its suppliers) from any
and all claims, demands, and rights of action, whether now known or
unknown, which relates to any interactions with, or act or omission of,
any Third Party Service, other Apps users, or Third Party Advertisers.
IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE
SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL
RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE
RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS
OR HER SETTLEMENT WITH THE DEBTOR.”6. Disclaimers6.1 APPS ARE PROVIDED
“AS-IS” AND AS AVAILABLE AND Cutout master (AND ITS SUPPLIERS) EXPRESSLY
DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR
IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR
NON-INFRINGEMENT. Cutout master (AND ITS SUPPLIERS) MAKE NO WARRANTY
THAT ANY APP: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON
AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE
ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE.6.2 SOME JURISDICTIONS DO
NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION
MAY NOT APPLY TO YOU.7. Limitation on Liability7.1 IN NO EVENT SHALL
Cutout master (OR ITS SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR
ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL,
SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT
OR Cutout master’S PRIVACY PRACTICES, ANY APP, EVEN IF Cutout master HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF,
ANY APP ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY
RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR
LOSS OF DATA RESULTING THEREFROM. NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED HEREIN, Cutout master’S¬ LIABILITY TO YOU FOR ANY
DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT OR Cutout master’S¬
PRIVACY PRACTICES (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM
OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE AMOUNT YOU’VE PAID
Cutout master IN THE PRIOR 12 MONTHS (IF ANY). IN NO EVENT SHALL Cutout
master’S SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY
CONNECTED TO THIS AGREEMENT.7.2 SOME JURISDICTIONS DO NOT ALLOW THE
LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL
DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND
YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO
JURISDICTION.8. FeesYou agree to pay all fees and applicable taxes
incurred by you or anyone making purchases through the App. Cutout
master may revise the pricing for the goods and services offered to you
through the App at any time. YOU ACKNOWLEDGE THAT Cutout master IS NOT
REQUIRED TO PROVIDE A REFUND FOR ANY REASON, AND THAT YOU WILL NOT
RECEIVE MONEY OR OTHER COMPENSATION FOR UNUSED VIRTUAL ITEMS WHEN YOU
CLOSE YOUR ACCOUNT OR WHEN YOU CEASE TO USE THE APP
You agree to pay the applicable fee (to us or the applicable
distributor) for the Apps you download and for any in-App purchases
(such as virtual currency, coins, gems, in-App products, additional
levels, and gameplay enhancements) you make.
Effective date: August 18, 2017
- General9.1 Changes to this AgreementThis Agreement is subject to
occasional revision, and if we make any substantial changes, we may
notify you by prominently posting notice of the changes on our Site. Any
changes to this Agreement will be effective upon the earlier of thirty
(30) calendar days following our dispatch of an e-mail notice to you (if
applicable) or thirty (30) calendar days following our posting of notice
of the changes on our Site. These changes will be effective immediately
for new users of our Apps. Continued use of our Apps following notice of
such changes shall indicate your acknowledgement of such changes and
agreement to be bound by the terms and conditions of such changes. The
date on which the latest update was made is indicated at the top of this
document. We recommend that you print a copy of this Agreement for your
reference and revisit this webpage from time to time to ensure you are
aware of any changes.9.2 NoticeAny notice provided to Cutout master
pursuant to this Agreement should be sent to: support@Cutout
master.com9.3 SeverabilityIf any provision of this Agreement is, for any
reason, held to be invalid or unenforceable, the other provisions of
this Agreement will be unimpaired and the invalid or unenforceable
provision will be deemed modified so that it is valid and enforceable to
the maximum extent permitted by law.9.4 Entire AgreementThis Agreement
is the final, complete and exclusive agreement of you and Cutout master
with respect to the subject matters hereof (including all Apps) and
supersede and merge all prior discussions and agreements between the
parties with respect to such subject matters (including any prior End
failure to exercise or enforce any right or provision of this Agreement
shall not operate as a waiver of such right or provision. The section
titles in this Agreement are for convenience only and have no legal or
contractual effect. The word including means including without
limitation. Your relationship to Cutout master is that of an independent
contractor, and neither party is an agent or partner of the other. This
Agreement, and your rights and obligations herein, may not be assigned
by you without Cutout master’s prior written consent, and any attempted
assignment in violation of the foregoing will be null and void. Cutout
master may assign this Agreement in connection with a merger,
acquisition, reorganization or sale of all or substantially all of its
assets, or other operation of law, without your consent. The terms of
this Agreement shall be binding upon assignees.10. Apple Application
Store Additional Terms and ConditionsThe following additional terms and
conditions apply to you if you are using an App from the Apple
Application Store. To the extent the other terms and conditions of this
Agreement are less restrictive than, or otherwise conflict with, the
terms and conditions of this Section 10, the more restrictive or
conflicting terms and conditions in this Section 10 apply, but solely
with respect to Apps from the Apple Application Store.10.1
Acknowledgement: Cutout master and you acknowledge that this Agreement
is concluded between Cutout master and you only, and not with Apple, and
Cutout master, not Apple, is solely responsible for App and the content
thereof. To the extent this Agreement provides for usage rules for App
that are less restrictive than the Usage Rules set forth for App in, or
otherwise is in conflict with, the Application Store Terms of Service,
the more restrictive or conflicting Apple term applies.10.2 Scope of
License: The license granted to you for App is limited to a
non-transferable license to use App on an iOS Product that you own or
control and as permitted by the Usage Rules set forth in the Application
Store Terms of Service.10.3 Maintenance and Support: Cutout master is
solely responsible for providing any maintenance and support services
with respect to App, as specified in this Agreement (if any), or as
required under applicable law. Cutout master and you acknowledge that
Apple has no obligation whatsoever to furnish any maintenance and
support services with respect to App.10.4 Warranty: Cutout master is
solely responsible for any product warranties, whether express or
implied by law, to the extent not effectively disclaimed. In the event
of any failure of App to conform to any applicable warranty, you may
notify Apple, and Apple may refund the purchase price for App to you;
and to the maximum extent permitted by applicable law, Apple will have
no other warranty obligation whatsoever with respect to App, and any
other claims, losses, liabilities, damages, costs or expenses
attributable to any failure to conform to any warranty will be Cutout
master’s sole responsibility.10.5 Product Claims: Cutout master and you
acknowledge that Cutout master, not Apple, is responsible for addressing
any claims of you or any third party relating to App or your possession
and/or use of App, including, but not limited to: (i) product liability
claims; (ii) any claim that App fails to conform to any applicable legal
or regulatory requirement; and (iii) claims arising under consumer
protection or similar legislation. This Agreement does not limit Cutout
master’s liability to you beyond what is permitted by applicable
law.10.6 Intellectual Property Rights: Cutout master and you acknowledge
that, in the event of any third party claim that App or your possession
and use of App infringes that third party’s intellectual property
rights, Cutout master, not Apple, will be solely responsible for the
investigation, defense, settlement and discharge of any such
intellectual property infringement claim.10.7 Legal Compliance: You
represent and warrant that (i) you are not located in a country that is
subject to a U.S. Government embargo, or that has been designated by the
U.S. Government as a “terrorist supporting” country; and (ii) you are
not listed on any U.S. Government list of prohibited or restricted
parties.10.8 Developer Name and Address: Cutout master’s contact
information for any end-user questions, complaints or claims with
respect to App is set forth in Section 22.214.171.124 Third Party Terms of
Agreement: You must comply with applicable third party terms of
agreement when using App.10.10 Third Party Beneficiary: Cutout master
and you acknowledge and agree that Apple, and Apple’s subsidiaries, are
third party beneficiaries of this Agreement, and that, upon your
acceptance of the terms and conditions of this Agreement, Apple will
have the right (and will be deemed to have accepted the right) to
enforce this Agreement against you as a third part
Welcome to TanInc. Please read on to learn the rules and restrictions
that govern your use of our website(s), products, services and
applications (the “Services”). If you have any questions, comments, or
concerns regarding these terms or the Services, please contact us at
CHAPTER 1 GENERAL PROVISIONS
andTan, Inc. (“TanInc,” “we” and “us”). You must agree to and
accept all of the Terms, or you don’t have the right to use the
Services. Your using the Services in any way means that you agree to
all of these Terms, and these Terms will remain in effect while you use
作者：Adam Sanitt & Ian Grigg
CHAPTER 2 CONCLUSION OF CONTRACTS
Will these Terms ever change?
CHAPTER 3 EFFECTIVENESS OF CONTRACTS
We are constantly trying to improve our Services, so these Terms may
need to change along with the Services. We reserve the right to change
the Terms at any time, but if we do, we will bring it to your attention
by placing a notice on the Services, by sending you an email, and/or by
some other means.
CHAPTER 4 PERFORMANCE OF CONTRACTS
If you don’t agree with the new Terms, you are free to reject them;
unfortunately, that means you will no longer be able to use the
Services. If you use the Services in any way after a change to the
Terms is effective, that means you agree to all of the changes.
CHAPTER 5 MODIFICATION AND ASSIGNMENT OF CONTRACTS
Except for changes by us as described here, no other amendment or
modification of these Terms will be effective unless in writing and
signed by both you and us.
CHAPTER 6 TERMINATION OF THE RIGHTS AND OBLIGATIONS OF CONTRACTS CHAPTER 7 LIABILITY FOR BREACH OF CONTRACTS
What about my privacy?
A governed blockchain adds a Constitution to a permissionless
Each transaction on a governed blockchain includes a hashed
reference to the Constitution
The Constitution takes effect legally as a series of private
consensual arrangements involving different subsets of the community
CHAPTER 8 MISCELLANEOUS PROVISIONS
TanInc takes the privacy of its users very seriously. For the current
The Children’s Online Privacy Protection Act (“COPPA”) requires that
online service providers obtain parental consent before they knowingly
collect personally identifiable information online from children who are
under 13. We do not knowingly collect or solicit personally
identifiable information from children under 13; if you are a child
under 13, please do not attempt to register for the Services or send any
personal information about yourself to us. If we learn we have
collected personal information from a child under 13, we will delete
that information as quickly as possible. If you believe that a child
under 13 may have provided us personal information, please contact us at
CHAPTER 9 CONTRACTS FOR SALES
What are the basics of using TanInc?
A governed blockchain has the potential to resolve many of the legal
uncertainties that may inhibit widespread adoption of distributed ledger
technology in commerce and finance. However, the form of governance must
not itself raise new intractable issues and a precise but flexible
dispute resolution mechanism will be crucial to its success.
CHAPTER 10 CONTRACTS FOR SUPPLY AND USE OF ELECTRICITY, WATER, GAS OR HEATING
You may be required to sign up for an account and select a user name
(your “TanInc User ID”) to utilize certain features of the Services.
You promise to provide us with accurate, complete, and updated
registration information about yourself. You may not select as your
TanInc User ID a name that you don’t have the right to use, or another
person’s name with the intent to impersonate that person. You may not
transfer your account to anyone else without our prior written
CHAPTER 11 CONTRACTS FOR DONATION
You represent and warrant that you are an individual of legal age to
form a binding contract (or if not, you’ve received your parent’s or
guardian’s permission to use the Services and gotten your parent or
guardian to agree to these Terms on your behalf).
A governed blockchain has a Constitution. This is meant to be more than
a statement of lofty aspirations – it should have some legal effect and
be enforceable. Although a Constitution is – in legal terms – a private
agreement, it may purport to contain obligations of a quasi-public as
well as private nature, so that its analysis does not fit easily into
pre-existing categories. Crucially, it should bind blockchain
participants to a binding arbitration mechanism. To achieve these aims,
a Constitution must:
CHAPTER 12 CONTRACTS FOR LOANS
You will only use the Services for your own internal, personal,
non-commercial use, and not on behalf of or for the benefit of any third
party, and only in a manner that complies with all laws that apply to
you. If your use of the Services is prohibited by applicable laws, then
you aren’t authorized to use the Services. We can’t and won’t be
responsible for your using the Services in a way that breaks the law.
create a legally binding contract;
allow others to enforce the terms of that contract; and
bind parties to an arbitration mechanism in that contract.
CHAPTER 13 CONTRACTS FOR LEASE
You will not share your account access with anyone, and you must protect
the security of your account. You’re responsible for any activity
associated with your account.
CHAPTER 14 CONTRACTS FOR FINANCIAL LEASE
Your use of the Services is subject to the following additional
Whether a Constitution succeeds in these aims will depend on many
factors, including its terms and the governing law that is chosen for
it. In this paper, we address the issues that any governing law will
consider and identify some legal subtleties of a governed blockchain
Constitution that will arise in any governing law.
CHAPTER 15 CONTRACTS FOR WORK
You represent, warrant, and agree that you will not contribute any
Content or User Submission (each of those terms is defined below) or
otherwise use the Services or interact with the Services in a manner
CHAPTER 16 CONTRACTS FOR CONSTRUCTION PROJECTS
(a) Infringes or violates the intellectual property rights or any
other rights of anyone else (including TanInc);
This is necessarily a predictive, even speculative, analysis. The most
developed expression of blockchain governance, EOS, based on EOS.IO
software, launched in early June 2018. It is designed to create three
bases of power: firstly, block producers who maintain the chain;
secondly, the community who vote on changes to the set of block
producers and constitution; and thirdly, a forum for dispute resolution.
CHAPTER 17 CONTRACTS FOR TRANSPORTATION
(b) Violates any law or regulation, including any applicable export
SECTION 1 GENERAL RULES
(c) Is harmful, fraudulent, deceptive, threatening, harassing,
defamatory, obscene, or otherwise objectionable;
Our analysis will inevitably evolve after the launch, as we watch the
chain emerge and practice its trade. Yet, as with all ventures based on
prior agreement on a set of rules, much value rides on getting it right
initially and mistakes can be hard to fix. Accordingly, we present here
an a priori legal analysis of the governed blockchain, in which we seek
to show that effective governance can be achieved by interpreting the
Constitution as a series of private consensual agreements involving
different but overlapping groups of users.
SECTION 2 CONTRACTS FOR PASSENGER TRANSPORTATION
(d) Jeopardizes the security of your TanInc account or anyone else’s
(such as allowing someone else to log in to the Services as you);
SECTION 3 CONTRACTS FOR GOODS TRANSPORTATION
(e) Attempts, in any manner, to obtain the device or other security
information from any other user;
For analysis of blockchain disputes generally, we refer to the
forthcoming chapter Blockchain Disputes: Risks and Resolutions in
Unlocking the Blockchain, which will be available here
）and, for a description of the EOS.IO design, see (Grigg, 2017),
SECTION 4 CONTRACTS FOR MULTI-MODAL TRANSPORTATION
(f) Violates the security of any computer network, or cracks any
passwords or security encryption codes;
）可知，对EOS.IO设计的叙述请参阅(Grigg, 2017), (block.one, 20一柒)。
CHAPTER 18 CONTRACTS FOR TECHNOLOGY
betway体育手机版，(g) Runs Maillist, Listserv, any form of auto-responder or “spam” on
the Services, or any processes that run or are activated while you are
not using the Services, or that otherwise interfere with the proper
working of the Services (including by placing an unreasonable load on
the Services’ infrastructure);
Blockchains have traditionally come in two flavours: permissionless and
permissioned (Swanson, 2015). In a permissionless blockchain, anyone can
join the network by creating a public/private key and submitting
transactions to the network in accordance with the protocol. In a
permissioned network, only identified nodes are permitted to submit
transactions to the network or to take part in building the distributed
consensus or adding to the blockchain. These nodes have generally
undergone some form of validation independent of the blockchain before
being allowed to join as users or block producers (e.g. miners) and
there is generally an administrator with “super-user” powers over the
blockchain (that is, the ability to amend or override the consensus
mechanism or insert arbitrary transactions).
SECTION 1 GENERAL RULES
(h) “Crawls,” “scrapes,” or “spiders” any page, data, or portion of or
relating to the Services or Content (through use of manual or automated
SECTION 2 CONTRACTS FOR TECHNOLOGY DEVELOPMENT
(i) Copies or stores any significant portion of the Content;
A governed blockchain adds a Constitution to a permissionless blockchain
(see (block.one, 2017)). Although it allows anyone to take part, there
is built into the protocol a requirement for transactions to contain a
reference (in the form of a hash) to a separate document: the
Constitution. Only transactions that contain a reference to the
Constitution will be incorporated into the blockchain.
SECTION 3 CONTRACTS FOR TECHNOLOGY TRANSFER
(j) Decompiles, reverse engineers, or otherwise attempts to obtain
the source code or underlying ideas or information of or relating to the
SECTION 4 CONTRACTS FOR TECHNICAL CONSULTANCY AND TECHNICAL SERVICE CHAPTER 19 CONTRACTS FOR STORAGE
A violation of any of the foregoing is grounds for termination of your
right to use or access the Services.
Methods built into the Constitution might allow it to change over time.
New transactions will refer to the current Constitution; previous ones
will refer to older Constitutions. Block producers will have flexibility
as to whether to accept changes to the Constitution. One mechanism for
voting on Constitutional changes is simply consensual adoption by the
community – in this way, much of the effect of a fork could be built in
to the constitutional framework. For further details, see “JAC: the JAC
Amendable Constitution” below.
CHAPTER 20 CONTRACTS FOR WAREHOUSING
What are my rights in TanInc?
CHAPTER 21 CONTRACTS FOR COMMISSION
The materials displayed or performed or available on or through the
Services, including, but not limited to, text, graphics, data, articles,
photos, images, illustrations, User Submissions, and so forth (all of
the foregoing, the “Content”) are protected by copyright and/or other
intellectual property laws. You promise to abide by all copyright
notices, trademark rules, information, and restrictions contained in any
Content you access through the Services, and you won’t use, copy,
reproduce, modify, translate, publish, broadcast, transmit, distribute,
perform, upload, display, license, sell or otherwise exploit for any
purpose any Content not owned by you, (i) without the prior consent of
the owner of that Content or (ii) in a way that violates someone else’s
(including TanInc’s) rights.
Governed blockchains will occupy a spectrum from ostensibly
permissionless blockchains that nevertheless contain significant
barriers to entry managed by central administrators to genuinely open
platforms with community governance and evolution. In this paper, we
focus on the idealised governed blockchain at the open end of the
spectrum, but the issues raised apply, to varying degrees, across the
CHAPTER 22 CONTRACTS FOR BROKERAGE
You understand that TanInc owns the Services. You won’t modify, publish,
transmit, participate in the transfer or sale of, reproduce (except as
expressly provided in this Section), create derivative works based on,
or otherwise exploit any of the Services.
CHAPTER 23 CONTRACTS FOR INTERMEDIATION
The Services may allow you to copy or download certain Content; please
remember that just because this functionality exists, doesn’t mean that
all the restrictions above don’t apply – they do!
We identify the following parties:
Do I have to grant any licenses to TanInc or to other users?
the User : the specific user who posts a transaction to the
blockchain containing a hashed reference to the Constitution
the Counterparty : another individual who has entered into an
arrangement with the User of which the posted transaction forms a
part. The rest of the arrangement may consist of other transactions
posted to the blockchain, or a smart contract or obligations to be
carried out off the blockchain. For instance, the User buys
something to be paid for using cryptocurrency recorded on the
blockchain and the Counterparty is the seller transferring the
physical object and receiving the cryptocurrency.
the Block Producer : the block producer who incorporates the
transaction posted by the User into the blockchain.
The dApp Provider and the end-user : creator of a distributed
application on the blockchain. The dApp Provider and a user of the
application may be a User and Counterparty if they interact directly
on the blockchain. Alternatively, the dApp Provider may be an
intermediary, posting directly on the blockchain itself as a User,
but insulating its own users from any interaction with the
Article 1 This Law is formulated with a view to protecting the lawful rights and interests of the parties to contracts, maintaining the social economic order and promoting the progress of the socialist modernization drive.
Anything you post, upload, share, store, or otherwise provide through
the Services is your “User Submission.” Some User Submissions are
viewable by other users. In order to display your User Submissions on
the Services, and to allow other users to enjoy them (where applicable),
you grant us certain rights in those User Submissions. Please note that
all of the following licenses are subject to the extent they relate to
User Submissions that are also your personally-identifiable information.
Article 2 A contract in this Law refers to an agreement establishing, modifying and terminating the civil rights and obligations between subjects of equal footing, that is, between natural persons, legal persons or other organizations.
For all User Submissions, you hereby grant TanInc a license to
translate, modify (for technical purposes, for example making sure your
content is viewable on an iPhone as well as a computer) and reproduce
and otherwise act with respect to such User Submissions, in each case to
enable us to operate the Services, as described in more detail below.
This is a license only – your ownership in User Submissions is not
Assume a transaction contains a reference to a Constitution – does this
have any legal effect? Is it any different to including a reference to
Bitcoin: A Peer-to-peer electronic cash system by Satoshi Nakamoto or to
the US constitution? In fact, in most legal systems, the reference to a
Constitution will have legal effects. The key to understanding these
effects – and how they differ from the sort of constitution that might
underlie a country – is that the Constitution, at least initially, will
be seen purely as a private agreement between parties. It will be
subject to the area of law dealing with consensual agreements. The
quasi-public effectiveness of the Constitution will be limited by its
nature as a creation of private contract law – see “Civil and Criminal”
Agreements involving personal status relationship such as on matrimony, adoption, guardianship, etc. shall apply the provisions of other Laws.
If you store a User Submission in your own personal TanInc account, in a
manner that is not viewable by any other user except you (a “Personal
User Submission”), you grant TanInc the license above, as well as a
license to display, perform, and distribute your Personal User
Submission for the sole purpose of making that Personal User Submission
accessible to you and providing the Services necessary to do so.
Article 3 The parties to a contract shall have equal legal status. No party may impose its will on the other party.
If you share a User Submission publicly on the Services and/or in a
manner that more than just you or certain specified users can view, or
if you provide us (in a direct email or otherwise) with any feedback,
suggestions, improvements, enhancements, and/or feature requests
relating to the Services] (each of the foregoing, a “Public User
Submission”), then you grant TanInc the licenses above, as well as a
license to display, perform, and distribute your Public User Submission
for the purpose of making that Public User Submission accessible to all
TanInc users and providing the Services necessary to do so, as well as
all other rights necessary to use and exercise all rights in that Public
User Submission in connection with the Services and/or otherwise in
connection with TanInc’s business. Also, you grant all other users of
the Services a license to access that Public User Submission, and to use
and exercise all rights in it, as permitted by the functionality of the
Our goal is to ensure that the Constitution works. This happens at three
levels: it will take effect automatically as a smart contract (R3 &
Norton Rose Fulbright, 2016), it will be supported by the community, and
it will be enforced by the courts (see Figure 1).
Article 4 The parties shall have the rights to be voluntary to enter into a contract in accordance with the law. No unit or individual may illegally interfere.
You agree that the licenses you grant are royalty-free, perpetual,
sublicenseable, irrevocable (except as set forth herein), and worldwide.
1 – the inverted apex effect on the courts in strengthening contracts
Article 5 The parties shall abide by the principle of fairness in defining the rights and obligations of each party.
Finally, you understand and agree that TanInc, in performing the
required technical steps to provide the Services to our users (including
you), may need to make changes to your User Submissions to conform and
adapt those User Submissions to the technical requirements of connection
networks, devices, services, or media, and the foregoing licenses
include the rights to do so.
Article 6 The parties must act in accordance with the principle of good faith, no matter in exercising rights or in performing obligations.
What if I see something on the Services that infringes my copyright?
Article 7 In concluding and performing a contract, the parties shall abide by the laws and administrative regulations, observe social ethics. Neither party may disrupt the socio-economic order or damage the public interests.
You may have heard of the Digital Millennium Copyright Act (the “DMCA”),
as it relates to online service providers, like TanInc, being asked to
remove material that allegedly violates someone’s copyright. We respect
others’ intellectual property rights, and we reserve the right to delete
or disable Content alleged to be infringing, and to terminate the
accounts of repeat alleged infringers; to review our complete Copyright
Dispute Policy and learn how to report potentially infringing content.
To learn more about the DMCA.
For court intervention to operate smoothly, the Constitution should
contain certain classical elements such as governing law and
jurisdiction clauses and clearly set out the User’s obligations and
rights (we discuss below in more detail why these clauses are
necessary). Assuming these conditions are satisfied, it is likely that
the Constitution would be interpreted as a contract binding on the User
and other parties, although there are some technicalities, also
Article 8 As soon as a contract is established in accordance with the law, it shall be legally binding on the parties. The parties shall perform their respective obligations in accordance with the terms of the contract. Neither party may unilaterally modify or rescind the contract.
Who is responsible for what I see and do on the Services?
The contract established according to law shall be under the protection of law.
Any information or content publicly posted or privately transmitted
through the Services is the sole responsibility of the person from whom
such content originated, and you access all such information and content
at your own risk, and we aren’t liable for any errors or omissions in
that information or content or for any damages or loss you might suffer
in connection with it. We cannot control and have no duty to take any
action regarding how you may interpret and use the Content or what
actions you may take as a result of having been exposed to the Content,
and you hereby release us from all liability for you having acquired or
not acquired Content through the Services. We can’t guarantee the
identity of any users with whom you interact in using the Services and
are not responsible for which users gain access to the Services.
To be legally enforceable, the parties must agree to enter into a
contract. This is generally characterised as a process of offer and
acceptance. For the Constitution to be effective as a contract, it must
fit within the offer and acceptance paradigm.
CHAPTER 2 CONCLUSION OF CONTRACTS
You are responsible for all Content you contribute, in any manner, to
the Services, and you represent and warrant you have all rights
necessary to do so, in the manner in which you contribute it. You will
keep all your registration information accurate and current. You are
responsible for all your activity in connection with the Services.
Article 9 In concluding a contract, the parties shall have appropriate civil capacity of right and civil capacity of conduct.
The Services may contain links or connections to third party websites or
services that are not owned or controlled by TanInc. When you access
third party websites or use third party services, you accept that there
are risks in doing so, and that TanInc is not responsible for such
risks. We encourage you to be aware when you leave the Services and to
website or service that you visit or utilize.
The key act is the posting of the transaction containing the reference
to the hashed Constitution. Although posting to a blockchain a hash of a
document in a message secured by a private key (that is, digitally
signed) is an unusual means of specifying the terms of a contract – a
manuscript signature is the normal method – there is no reason in
principle why it cannot work and, indeed, it appears to specify the
exact terms clearly and unambiguously. This is the idea behind the
so-called Ricardian contract and, indeed, the Constitution will – among
other things – be a Ricardian contract.
The parties may conclude a contract through an agent in accordance with the law.
TanInc has no control over, and assumes no responsibility for, the
content, accuracy, privacy policies, or practices of or opinions
expressed by a third party in the Content. In addition, TanInc will not
and cannot monitor, verify, censor or edit the content of any third
party site or service. By using the Services, you release and hold us
harmless from any and all liability arising from your use of any third
party website or service.
Article 10 The parties may conclude a contract in written, oral or other forms.
If there is a dispute between participants on this site, or between
users and any third party, you agree that TanInc is under no obligation
to become involved. In the event that you have a dispute with one or
more other users, you release TanInc, its officers, employees, agents,
and successors from claims, demands, and damages of every kind or
nature, known or unknown, suspected or unsuspected, disclosed or
undisclosed, arising out of or in any way related to such disputes
and/or our Services. If you are a California resident, you shall and
hereby do waive California Civil Code Section 1542, which says: “A
general release does not extend to claims which the creditor does not
know or suspect to exist in his or her favor at the time of executing
the release, which, if known by him or her must have materially affected
his or her settlement with the debtor.”
Where membership is less open, posting a transaction may not be a User’s
first interaction with the community. In this case, there may be scope
for a User to undertake the obligations of the Constitution by entering
into an explicit formal agreement using established non-blockchain
norms. The feasibility of this approach will depend on the details of
the blockchain – in this paper, we restrict discussion to the idealised
open governed blockchain. In any case, whether the Constitution is
entered into offline or using the blockchain techniques discussed here,
to ensure practical enforcement by the community, evidence of offer and
acceptance should be sufficiently certain and accessible, which strongly
suggests that those elements be preserved on the blockchain.
Where the laws or administrative regulations require a contract to be concluded in written form, the contract shall be in written form. If the parties agree to do so, the contract shall be concluded in written form.
Will TanInc ever change the Services?
Article 11 The written forms mean the forms which can show the described contents visibly, such as a written contractual agreement, letters, and data-telex (including telegram, telex, fax, EDI and e-mails).
We’re always trying to improve the Services, so they may change over
time. We may suspend or discontinue any part of the Services, or we may
introduce new features or impose limits on certain features or restrict
access to parts or all of the Services. We’ll try to give you notice
when we make a material change to the Services that would adversely
affect you, but this isn’t always practical. Similarly, we reserve the
right to remove any Content from the Services at any time, for any
reason (including, but not limited to, if someone alleges you
contributed that Content in violation of these Terms), in our sole
discretion, and without notice.
Posting a transaction is an act by a single person – it cannot
constitute both offer and acceptance. There must be at least one other
act by another person to form a contract. This is vital for the
enforceability of the Constitution. In general, only other parties to a
contract can enforce that contract (in fact there are limited exceptions
that allow third parties to enforce contractual obligations in many
legal systems, but only if there is a contract binding on its parties ).
So, if somebody undertakes an obligation in a contract but no interested
person is party to that contract, it becomes effectively unenforceable.
Article 12 The contents of a contract shall be agreed upon by the parties, and shall contain the following clauses in general:
Do the Services cost anything?
(1) title or name and domicile of the parties;
Though basic access to the Services is currently free, TanInc reserves
the right to require payment of fees for certain or all Services. If
you choose to enroll in our subscription services to access the paid
features of the Services (e.g. unlimited reading), you shall pay all
applicable fees, as described on the Website in connection with such
Services selected by you. TanInc reserves the right to change its price
list and to institute new charges at any time, upon notice to you, which
may be sent by email or posted on the Website. Your use of the Services
following such notification constitutes your acceptance of any new or
In practice, a single posting on the blockchain may lead to a contract
in a number of different ways:
(2) contract object;
What if I want to stop using the Services?
A posting by a User may be an offer accepted by a Counterparty
posting its own transaction, leading to the formation of a bilateral
contract between them, perhaps also partly constituted in a smart
contract. In this way, a transaction between a User and Counterparty
would incorporate the Constitution.
Alternatively, the Counterparty could accept the offer by performing
an act other than posting on the blockchain, such as transferring an
asset or cash. This would also constitute a bilateral contract
incorporating the Constitution.
A posting by a User may be a unilateral offer to abide by the
Constitution accepted by a Block Producer adding the transaction to
the blockchain. This would create a contract between that User and
that Block Producer. If the Block Producer is acting as agent for
all Block Producers or a wider group of market participants, there
may be a multilateral contract between them all. However, as most
legal systems have a principle that an agency can only be
established by an act of the principal rather than the agent, the
agency may need to be set out other than in the Constitution itself.
Previous acts such as postings by other Users and creation of blocks
by Block Producers might constitute an offer that is accepted by the
User posting on the blockchain. This might be mediated by software
which presents the Constitution to a potential new User and posts a
transaction on the blockchain when they indicate acceptance of it.
This contract could involve multiple parties.
As the blockchain becomes more established, it may establish a
community with social conventions as to the acceptance of the
Constitution. These background facts may be sufficient for a posting
by a User to bind it to a contract with other members of the
community that includes the Constitution.
You’re free to do that at any time, by deleting your account; , as well
as the licenses above, to understand how we treat information you
provide to us after you have stopped using our Services.
TanInc is also free to terminate (or suspend access to) your use of the
Services or your account, for any reason in our discretion, including
your breach of these Terms. TanInc has the sole right to decide
whether you are in violation of any of the restrictions set forth in
(5) price or remuneration;
Provisions that, by their nature, should survive termination of these
Terms shall survive termination. By way of example, all of the
following will survive termination: any obligation you have to pay us or
indemnify us, any limitations on our liability, any terms regarding
ownership or intellectual property rights, and terms regarding disputes
As governed blockchains develop, all of these methods and others will be
used to bind participants to a Constitution. Essentially, a Constitution
will not be a single arrangement, but a series of private consensual
arrangements involving possibly different groups of people. Replicating
the universal effectiveness of a public agreement will need a
multiplicity of private agreements – a patchwork that will ensure that
all obligations can be enforced against all participants.
(6) time limit, place and method of performance;
I use the TanInc App available via the Apple App Store – should I know
anything about that?
(7) liability for breach of contract; and
These Terms apply to your use of all the Services, including the iPhone,
iPad Touch, and iPad applications available via the Apple, Inc.
(“Apple”) App Store (the “Application”), but the following additional
terms also apply to the Application:
Offer and acceptance alone is not sufficient to constitute a legally
enforceable contract. Most legal systems require some additional element
to show that a party to an agreement should be able to call on the
courts to enforce it. This additional element might include
consideration – a mutual benefit bargained for between the parties, that
the agreement concerns a commercial or legal object, or that the parties
to it have an intention to create legal relations. Whether submitting
the transaction including a hash to a Constitution satisfies this
additional requirement will depend on the complete factual background
behind the transaction.
(8) methods to settle disputes.
(a) Both you and TanInc acknowledge that the Terms are
concluded between you and TanInc only, and not with Apple, and that
Apple is not responsible for the Application or the Content;
The parties may conclude a contract by reference to the model text of each kind of contract.
(b) The Application is licensed to you on a limited,
non-exclusive, non-transferrable, non-sublicensable basis, solely to be
used in connection with the Services for your private, personal,
non-commercial use, subject to all the terms and conditions of these
Terms as they are applicable to the Services;
For instance, take the requirement to show that the parties have an
intention to create legal relations. The User is likely to interact with
the blockchain via software that presents a graphical user interface. An
intention to create legal relations must be inferred from the User’s
interaction with this interface, not just the content that is posted to
the blockchain. The User may click a button or check a tickbox which
triggers software to post a transaction that includes a hash to the
Article 13 The parties shall conclude a contract in the form of an offer and acceptance.
(c) You will only use the Application in connection
with an Apple device that you own or control;
Article 14 An offer is a proposal hoping to enter into a contract with other parties. The proposal shall comply with the following stipulations:
(d) You acknowledge and agree that Apple has no
obligation whatsoever to furnish any maintenance and support services
with respect to the Application;
This raises two issues. First, is the wording on the button sufficient
to demonstrate an intention to create legal relations? Without a
consistent standard, this will be a factual question that depends on the
details of each piece of software used to access the blockchain. And
this issue applies not just to the Constitution but to every agreement
concluded using the blockchain. A solution to this may be for a
consistent mode of expressing agreement to be mandated for all software
included in the blockchain. This would ideally be included in the
Constitution itself – solving the problem for the Constitution and for
all agreements concluded on the blockchain.
(1) Its contents shall be detailed and definite;
(e) In the event of any failure of the Application to
conform to any applicable warranty, including those implied by law, you
may notify Apple of such failure; upon notification, Apple’s sole
warranty obligation to you will be to refund to you the purchase price,
if any, of the Application;
(2) It indicates the proposal of the offeror to be bound in case of acceptance.
(f) You acknowledge and agree that TanInc, and not
Apple, is responsible for addressing any claims you or any third party
may have in relation to the Application;
Second, does inclusion of the hash within a transaction posted to the
blockchain generally show intention to undertake a legal obligation? If
so, then this suggests that the User has that intention in a particular
case. There are certain ways the Constitution itself can be drafted so
as to maximise the chance that it is seen as legally binding, such as by
explicit statements that it constitutes the terms of a contractual
relationship, including details of how it may be accepted, and the
inclusion of governing law, jurisdiction and dispute resolution clauses.
In effect, this would contractually mandate the acceptance of digital
signatures on the blockchain, mitigating any limitations on digital
signatures in local laws.
Article 15 An invitation for offer is a proposal for requesting other parties to make offers to the principal. Price forms mailed, public notices of auction and tender, prospectuses and commercial advertisements, etc. are invitations for offer.
(g) You acknowledge and agree that, in the event of
any third party claim that the Application or your possession and use of
the Application infringes that third party’s intellectual property
rights, TanInc, and not Apple, will be responsible for the
investigation, defense, settlement and discharge of any such
Where the contents of a commercial advertisement comply with the terms of the offer, it may be regarded as an offer.
(h) You represent and warrant that you are not located
in a country subject to a U.S. Government embargo, or that has been
designated by the U.S. Government as a “terrorist supporting” country,
and that you are not listed on any U.S. Government list of prohibited or
Irrespective of the precise additional requirement to demonstrate legal
effectiveness, any Constitution has a starting point at which it is just
a document. How does it come to be seen as a legally binding agreement
for an entire community? That is likely to take a certain amount of
bootstrapping: an originating community demonstrates its commitment to
the Constitution to new participants, in much the same way that a
community assertion of trust in a cryptocurrency starts with a few early
adopters and ultimately becomes self-fulfilling when this fosters
acceptance by the wider community.
Article 16 An offer becomes effective when it reaches the offeree.
(i) Both you and TanInc acknowledge and agree that,
in your use of the Application, you will comply with any applicable
third party terms of agreement which may affect or be affected by such
If a contract is concluded by means of data-telex, and a recipient appoints a specific system to receive the data-telex, the time when the data-telex enters the system shall be the time of arrival; if no specific system is appointed, the time when the data-telex first enters any of the recipient’s systems shall be regarded as the time of arrival.
(j) Both you and TanInc acknowledge and agree that
Apple and Apple’s subsidiaries are third party beneficiaries of these
Terms, and that upon your acceptance of these Terms, Apple will have the
right (and will be deemed to have accepted the right) to enforce these
Terms against you as the third party beneficiary hereof.
Expressing the Constitution within the blockchain software is a key
resource to assist this process, but it is also a social phenomenon. New
members of the community do not enter in isolation, they do so through a
social process. That social process can be seen as the foundation for
establishing the intent to be bound by the Constitution. For example, an
existing member of the community may report to the blockchain witnessing
the manifestation of the intent of the new member. In this way, the
Constitution may gradually take on the form of a real, public
constitution – like a state or municipal constitution that evolved from
agreement among members of a local community.
Article 17 An offer may be withdrawn, if the withdrawal notice reaches the offeree before or at the same time when the offer arrives.
What else do I need to know?
Article 18 An offer may be revoked, if the revocation reaches the offeree before it has dispatched an acceptance.
Warranty Disclaimer.Neither TanInc nor its licensors or suppliers
makes any representations or warranties concerning any content contained
in or accessed through the Services, and we will not be responsible or
liable for the accuracy, copyright compliance, legality, or decency of
material contained in or accessed through the Services. We (and our
licensors and suppliers) make no representations or warranties regarding
suggestions or recommendations of services or products offered or
purchased through the Services. THE SERVICES AND CONTENT ARE PROVIDED
BY TanInc (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT
WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT
LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FORA
PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL
BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON
HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT
APPLY TO YOU.
We have seen that it is not straightforward to determine the extent to
which a Constitution is legally binding and who can enforce it. Assume,
however, that the User has submitted a transaction that contains a
reference to the Constitution and that this constitutes a legally
enforceable contract and that the counterparties to this contract
include the Counterparty, the Block Producer, other block producers and
other users of the blockchain. Even with all these assumptions, it is
not clear how certain obligations in the Constitution are to be
Article 19 An offer may not be revoked, if
Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE
LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING,
WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE)
SHALL TanInc (OR ITS LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY
OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL
DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF
GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR
MALFUNCTION, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF $100 OR
(II) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW
THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION
AND EXCLUSIONS MAY NOT APPLY TO YOU.
(1) the offeror indicates a fixed time for acceptance or otherwise explicitly states that the offer is irrevocable; or
Indemnity. To the fullest extent allowed by applicable law, You agree
to indemnify and hold TanInc, its affiliates, officers, agents,
employees, and partners harmless from and against any and all claims,
liabilities, damages (actual and consequential), losses and expenses
(including attorneys’ fees) arising from or in any way related to any
third party claims relating to (a) your use of the Services (including
any actions taken by a third party using your account or your User
Submissions), and (b) your violation of these Terms. In the event of
such a claim, suit, or action (“Claim”), we will attempt to provide
notice of the Claim to the contact information we have for your account
(provided that failure to deliver such notice shall not eliminate or
reduce your indemnification obligations hereunder).
The Constitution is, from a legal perspective, a private contract
enforced by the law of consensual obligations but, from a social or
technological perspective, a public statement of general rights and
obligations to the community as a whole. Communal obligations based on
moral precepts do exist in modern legal systems, but they have generally
evolved from being enforced by individuals to being enforced by the
state using criminal law principles. We shall see below that enforcement
of some obligations of the Constitution is analogous to enforcement of
the criminal law in a primitive legal system without a developed role
for the state. The closest analogy in developed legal systems is
membership of a private club with multiple participants – these are
often considered as quasi-public relationships that have some private
and some public characteristics.
(2) the offeree has reasons to rely on the offer as being irrevocable and has made preparation for performing the contract.
Assignment. You may not assign, delegate or transfer these Terms or
your rights or obligations hereunder, or your Services account, in any
way (by operation of law or otherwise) without TanInc’s prior written
consent. We may transfer, assign, or delegate these Terms and our
rights and obligations without consent.
Article 20 An offer shall be null and void under any of the following circumstances:
Choice of Law; Arbitration. These Terms are governed by and will be
construed under the laws of the State of California, without regard to
the conflicts of laws provisions thereof. Any dispute arising from or
relating to the subject matter of these Terms shall be finally settled
in San Francisco County, California, in English, in accordance with the
Streamlined Arbitration Rules and Procedures of Judicial Arbitration and
Mediation Services, Inc. (“JAMS”) then in effect, by one commercial
arbitrator with substantial experience in resolving intellectual
property and commercial contract disputes, who shall be selected from
the appropriate list of JAMS arbitrators in accordance with such Rules.
Judgment upon the award rendered by such arbitrator may be entered in
any court of competent jurisdiction. Notwithstanding the foregoing
obligation to arbitrate disputes, each party shall have the right to
pursue injunctive or other equitable relief at any time, from any court
of competent jurisdiction. For all purposes of these Terms, the parties
consent to exclusive jurisdiction and venue in the state or federal
courts located in, respectively, San Francisco County, California, or
the Northern District of California.Any arbitration under these Terms
will take place on an individual basis: class arbitrations and class
actions are not permitted. YOU UNDERSTAND AND AGREE THAT BY ENTERING
INTO THESE TERMS, YOU AND TanInc ARE EACH WAIVING THE RIGHT TO TRIAL BY
JURY OR TO PARTICIPATE IN A CLASS ACTION.
We consider several types of obligation in turn to highlight the issues
that may arise.
(1) The notice of rejection reaches the offeror;
Miscellaneous. You will be responsible for paying, withholding,
filing, and reporting all taxes, duties, and other governmental
assessments associated with your activity in connection with the
Services, provided that the TanInc may, in its sole discretion, do any
of the foregoing on your behalf or for itself as it sees fit. The
failure of either you or us to exercise, in any way, any right herein
shall not be deemed a waiver of any further rights hereunder. If any
provision of these Terms is found to be unenforceable or invalid, that
provision will be limited or eliminated, to the minimum extent
necessary, so that these Terms shall otherwise remain in full force and
effect and enforceable. You and TanInc agree that these Terms are the
complete and exclusive statement of the mutual understanding between you
and TanInc, and that it supersedes and cancels all previous written and
oral agreements, communications and other understandings relating to the
subject matter of these Terms. You hereby acknowledge and agree that
you are not an employee, agent, partner, or joint venture of TanInc, and
you do not have any authority of any kind to bind TanInc in any respect
whatsoever. Except as expressly set forth in the section above
regarding the Apple Application, you and TanInc agree there are no third
party beneficiaries intended under these Terms.
(2) The offeror revokes its offer in accordance with the law;
The governed blockchain allows parties to exchange binding promises that
will execute automatically without the interference of the courts. So
why is there a need to include a governing law clause in any agreement?
In fact, somewhat counterintuitively, if parties want to minimise
national laws impinging on their agreement, it is essential for them to
include a governing law clause. Otherwise, in the event of a dispute
over a binding agreement, courts (or arbitrators) will simply decide for
themselves what the governing law of the agreement should be and then
proceed to apply that law to the agreement.
(3) The offeree fails to make an acceptance at the time when the time limit for acceptance expires;
(4) The offeree substantially alters the contents of the offer.
Not all governing laws are the same. Some will generally respect the
choices of the parties and seek to interpret the agreement in accordance
with their intentions. Others will not: they may incorporate additional
rules – such as consumer protection – or annul certain obligations –
such as payment of interest. Parties that value freedom to create their
own agreements must ensure that the law that governs their agreement is
one of those that is commercial and aims to ‘get out of the way’ rather
than one of those that takes a paternalistic approach.
Article 21 An acceptance is a statement made by the offeree indicating assent to an offer.
Article 22 Except that it is based on transaction practices or that the offer indicates an acceptance may be made by performing an act, the acceptance shall be made by means of notice.
The distributed, cross-border nature of the blockchain makes it
difficult to predict what governing law would be chosen for a particular
contract or for the Constitution. Parties would have to consider every
rule in every paternalistic system of law that might be applied to their
contract. Fortunately, there is a simple solution. Parties can make an
express choice of governing law in their contract. In most courts, a
choice of governing law in a contract is respected and will be given
effect, even when it is the governing law of a country other than that
where the court is situated. By expressly choosing a predictable,
commercial law to govern their contract, parties can avoid a governing
law that interferes with their rights and obligations.
Article 23 An acceptance shall reach the offeror within the time limit fixed in the offer.
Where no time limit is fixed in the offer, the acceptance shall arrive in accordance with the following provisions:
At first, it appears that there is a problem in deciding whether the
governing law clause works: what system of law do you apply to determine
that question? (In computing terms, this would be characterised as a
‘bootstrapping’ issue.) However, most legal systems – including all
those in the EU – have adopted a practical solution to this question. A
purported choice of governing law is used to determine whether that
choice of governing law is binding. So, for instance, if the
Constitution contains an express choice of English law, then English law
principles will be used to decide whether it constitutes a binding
contract – including the governing law clause. This means that a choice
of governing law provides a clear origin for analysis of the
Constitution and its effects and, by extension, transactions that take
place on the blockchain. Any Constitution should contain at the very
least a governing law clause.
(1) If the offer is made in dialogues, the acceptance shall be made immediately except as otherwise agreed upon by the parties;
(2) If the offer is made in forms other than a dialogue, the acceptance shall arrive within a reasonable period of time.
The Constitution may contain provisions that are deemed to be
incorporated into particular contracts made on the blockchain, such as
dispute resolution clauses. Assuming that the Constitution is itself a
contract then, provided that the Counterparty and the User are both
party to it, these bilateral obligations will be incorporated into the
separate agreement between the User and the Counterparty and will be
enforceable as with any other contractual obligation. This will apply,
for instance, to arrangements between dApp Providers and end-users who
are employing their distributed applications, insofar as those end-users
are also Users – that is, direct participants in the blockchain.
Article 24 Where the offer is made in a letter or a telegram, the time limit for acceptance commences from the date shown in the letter or from the moment the telegram is handed in for dispatch. If no such date is shown in the letter, it commences from the date shown on the envelope. Where an offer is made by means of instantaneous communication, such as telephone or facsimile, the time limit for acceptance commences from the moment that the offer reaches the offeree.
Article 25 A contract is established when the acceptance becomes effective.
Some bilateral obligations are only enforceable if they satisfy
particular formal requirements – such as being ‘in writing’ or being
signed by the parties. Arbitration clauses and other dispute resolution
mechanisms often fall into this category. If these clauses are included
in the Constitution and incorporated into individual agreements by
reference, the Constitution itself may have to satisfy these formal
Article 26 An acceptance becomes effective when its notice reaches the offeror. If an acceptance needn’t be notified, it becomes effective when an act of acceptance is performed in accordance with transaction practices or as required in the offer.
Where a contract is concluded in the form of data-telex, the time when an acceptance arrives shall apply the provisions of Paragraph 2, Article 16 of this Law.
Smart contracts will often be used to document bilateral obligations
between a User and a Counterparty. Smart contracts inherently deal with
issues of evidence and intention that are behind some formality
requirements – but, until legal systems add rules dealing specifically
with smart contract, these formalities will still need to be satisfied.
Article 27 An acceptance may be withdrawn, but a notice of withdrawal shall reach the offeror before the notice of acceptance reaches the offeror or at the same time when the acceptance reaches the offeror.
Article 28 Where an offeree makes an acceptance beyond the time limit for acceptance, the acceptance shall be a new offer except that the offeror informs the offeree of the effectiveness of the said acceptance promptly.
The Constitution may contain obligations that are not simple bilateral
promises. It may contain, for instance, promises to do or to refrain
from certain behaviour or undertakings to act in accordance with certain
general norms or values. An example of the former is a promise not to
carry out a distributed denial of service attack on the blockchain; an
example of the latter is a promise to treat other users of the
blockchain with respect and consideration.
Article 29 If the offeree dispatches the acceptance within the time limit for acceptance which can reach the offeror in due time under normal circumstances, but the acceptance reaches the offeror beyond the time limit because of other reasons, the acceptance shall be effective, except that, the offeror informs the offeree promptly that it does not accept the acceptance because it exceeds the time limit for acceptance.
Article 30 The contents of an acceptance shall comply with those of the offer. If the offeree substantially modifies the contents of the offer, it shall constitute a new offer. The modification relating to the contract object, quality, quantity, price or remuneration, time or place or method of performance, liabilities for breach of contract and the settlement of disputes, etc., shall constitute the substantial modification of an offer.
Some of these promises may be too vague to constitute legally binding
obligations. This does not mean that they are useless: their efficacy
will be in establishing moral or cultural norms. Others will be specific
enough to be enforceable – but they are not promises made to particular
individuals and it is unclear who will enforce them and what enforcement
would consist of. Mechanisms to allow individuals to enforce them on
behalf of the community may be needed, such as those used in enforcement
of open source licences.
Article 31 If the acceptance does not substantially modifies the contents of the offer, it shall be effective, and the contents of the contract shall be subject to those of the acceptance, except as rejected promptly by the offeror or indicated in the offer that an acceptance may not modify the offer at all.
Article 32 Where the parties conclude a contract in written form, the contract is established when both parties sign or affix a seal on it.
Take the promise not to carry out a DDOS. Assume that a User carries out
a DDOS attack some time after posting a transaction with a hashed
reference to a Constitution containing a promise not to carry out a
DDOS. The Counterparty is able to enforce the private contract embodied
in the Constitution against the User. In principle, this means the
Counterparty could sue the User for damages. But the Counterparty might
not have suffered any damage. Even if other users are also party to the
contract, they may also have suffered minimal damage. Each person could
only sue for the damage that they had suffered. In the case of the Block
Producer, this might be significant. In most cases, there would probably
be little practical incentive for any person to sue for breach of this
obligation. It seems unsatisfactory to leave enforcement subject to the
vagaries of individual loss or to those motivated by community spirit.
Article 33 Where the parties conclude the contract in the form of a letter or data-telex, etc., one party may request to sign a letter of confirmation before the conclusion of the contract. The contract shall be established at the time when the letter of confirmation is signed.
Article 34 The place of effectiveness of an acceptance shall be the place of the establishment of the contract.
The problem here is that a private consensual agreement is being used to
impose obligations that are more usually found within criminal law, in
that they relate to norms of behaviour that affect the community as a
whole as well as individuals. Provisions in the Constitution that fall
within this definition will be referred to as quasi-criminal
obligations. Private and criminal liability often go together – an
individual may suffer damage from a crime for which he is entitled to be
compensated. By a quasi-criminal obligation, we are referring to the
obligation owed to the community, over and above the damage caused to
any one individual. In many legal systems, there has been a gradual
development of collective enforcement of criminal obligations by
centralised authorities, replacing ad hoc individual enforcement. It may
be that communities centred around blockchain Constitutions will need to
go through a similar process for quasi-criminal obligations.
If the contract is concluded in the form of data-telex, the main business place of the receipient shall be the place of establishment. If no main business place, its habitual residence shall be considered to be the place of establishment. Where the parties agree otherwise, the place of establishment shall be subject to that agreement.
Article 35 Where the parties conclude a contract in written form, the place where both parties sign or affix a seal shall be the place where the contract is established.
Apart from quasi-criminal obligations, the Constitution may also contain
quasi-regulatory obligations. These are obligations relating to areas
such as data privacy, initial coin offerings and mode of payments.
Unlike quasi-criminal obligations, quasi-regulatory obligations do not
apply to all users all the time. A dApp Provider might choose, for
instance, to fall within the data privacy regime of the Constitution. If
it does, Users will have the assurance that their data is being
protected according to the regime and this will presumably bring
benefits to the dApp Provider. But if the dApp Provider opts into the
regime and then contravenes any of its obligations, this will be a
breach of the Constitution with similar consequences to breach of a
Article 36 A contract, which shall be concluded in written form as provided for by the laws and administrative regulations or as agreed upon by the parties, shall be established, as the parties do not use the written form, but one party has performed the principal obligation and the other party has received it.
Article 37 A contract, which is concluded in written form, shall be eslablished, if one party has performed its principal obligation and the other party has received it before signiture or affixing with a seal.
Effective sanctions do exist within the private consensual realm,
particularly if enforcement is delegated to an institution internal to
the community. Apart from monetary claims, which might include penalties
in some circumstances, the community as a whole has an additional
powerful tool: expulsion. Preventing a malefactor from future engagement
with the blockchain is an effective sanction and could be the ultimate
deterrent in enforcing quasi-criminal and quasi-regulatory obligations
in the governed blockchain.
Article 38 In case the State issues a mandatory plan or a State purchasing order task based on necessity, the relevant legal persons or other organizations shall conclude contracts between them in accordance with the rights and obligations as stipulated by the relevant laws and administrative regulations.
Article 39 Where standard terms are adopted in concluding a contract, the party which supplies the standard terms shall define the rights and obligations between the parties abiding by the principle of fairness, request the other party to note the exclusion or restriction of its liabilities in reasonable ways, and explain the standard terms according to the requirement of the other party.
The creation of quasi-criminal and quasi-regulatory obligations suggests
that governed blockchains may be able to address some of the worst
examples of anti-social behaviour seen in permissionless blockchains.
Traditional regulators might even be inserted into the dispute
resolution mechanisms – whether as participants in arbitration or with
some special status. While still fully decentralised, the governed
blockchain may be able to filter out some universally unacceptable
Standard terms are clauses which are prepared in advance for general and repeated use by one party and which are not negotiatied with the other party in concluding a contract.
Article 40 When standard terms are under the circumstances stipulated in Article 52 and Article 53 of this Law, or the party which supplies the standard terms exempts itself from its liabilities, weights the liabilities of the other party, and excludes the rights of the other party, the terms shall be null and void.
Note that even where quasi-criminal and quasi-regulatory obligations are
clearly set out in the Constitution and coupled with effective powers of
enforcement, it is possible that a court may override them, for reasons
of public policy. A court may decide that some obligations are
inherently public and should not form part of private contract law. As
courts have the power to confiscate property and imprison individuals
within their jurisdiction, they cannot ultimately be ignored. So the
scope for the Constitution to form a complete and self-contained regime
may be limited.
Article 41 If a dispute over the understanding of the standard terms occurs, it shall be interpreted according to general understanding. Where there are two or more kinds of interpretation, an interpretation unfavourable to the party supplying the standard terms shall be preferred. Where the standard terms are inconsistent with non-standard terms, the latter shall be adopted.
Article 42 The party shall be liable for damages if it is under one of the following circumstances in concluding a contract and thus causing losses to the other party:
JAC stands for JAC Amendable Constitution. It refers to a Constitution
that can amend itself. In other words, the Constitution includes a
mechanism for changing all or certain terms of the Constitution,
including a method by which assent to a change is measured and recorded.
This might be a voting mechanism, for instance, or conditions on the
Block Producer including a transaction that has a hashed reference to an
(1) disguising and pretending to conclude a contract, and negotiating in bad faith;
(2) concealing deliberately the important facts relating to the conclusion of the contract or providing deliberately false information;
The JAC is not inconsistent with contract formation in most governing
laws. It is not uncommon for contracts to contain provisions limiting
how they may be amended. So, in principle, the JAC can include a wide
variety of different amendment mechanisms. It may even be flexible
enough to regularise blockchain forks, making them a Constitutional
activity, rather than something occurring outside the normal parameters
of the blockchain community.
(3) performing other acts which violate the principle of good faith.
Article 43 A business secret the parties learn in concluding a contract shall not be disclosed or unfairly used, no matter the contract is established or not. The party who causes the other party to suffer from losses due to disclosing or unfairly using the business secret shall be liable for damages.
The difficulty with the JAC is not in enabling variation of the
Constitution but in reconciling different versions. We have seen that
there may be multiple instantiations of a single Constitution, involving
different sets of parties. Where there are, in addition, multiple
different versions of the Constitution, it may be problematic to
determine which version of the Constitution governs the relationship
between two Users who have entered into different versions at different
times. The JAC should itself contain provisions to resolve these
CHAPTER 3 EFFECTIVENESS OF CONTRACTS
Article 44 The contract established according to law becomes effective when it is established.
One of the key benefits of a Constitution is the ability to insert
dispute resolution mechanisms. These may encompass disputes about
enforcement of the Constitution itself or they may be incorporated by
reference into individual arrangements between the User and the
Counterparty. In this way, a single consistent method of dispute
resolution could apply to a large proportion of activity on the
With regard to contracts which are subject to approval or registration as provided for by the laws or administrative regulations, the provisions thereof shall be followed.
Article 45 The parties may agree on some collateral conditions relating to the effectiveness of a contract. The contract with entry-into-force conditions shall be effective when such conditions are accomplished. The contract with dissolving conditions shall be null and void when such conditions are accomplished.
A bespoke dispute resolution mechanism automatically minimises many of
the perceived limitations of the blockchain. Questions as to governing
law and jurisdiction are, by definition, resolved. Issues as to
reconciling code with natural language in smart contracts, dealing with
bugs and coping with external information provider failure can be
determined fairly. For more on types of dispute resolution mechanisms
and, in particular, the advantages of arbitration, see the forthcoming
chapter Blockchain Disputes: Risks and Resolutions in Unlocking the
Blockchain, which will be available here.
To unfairly prevent the conditions from being accomplished by one party for its own interests shall be regarded as those conditions have been accomplished. To unfairly promoting the accomplishment of such conditions by one party shall be regarded as non-accomplishment.
Article 46 The parties may agree on a conditional time period as to the effectiveness of the contract. A contract subject to an effective time period shall come into force when the period expires. A contract with termination time period shall become invalid when the period expires.
A particular concern for arbitration clauses is that there may be
formalities needed to make them binding. For instance, an arbitration
clause may have to be in writing or be written in a particular language
or signed by the parties. This may limit how arbitration clauses are
included in the Constitution and whether they can be incorporated by
Article 47 A contract concluded by a person with limited civil capacity of conduct shall be effective after being ratified afterwards by the person’s statutory agent, but a pure profit-making contract or a contract concluded which is appropriate to the person’s age, intelligence or mental health conditions need not be ratified by the person’s statutory agent.
The counterpart may urge the statutory agent to ratify the contract within one month. It shall be regarded as a refusal of ratification that the statutory agent does not make any expression. A bona fide counterpart has the right to withdraw it before the contract is ratified. The withdrawal shall be made by means of notice.
Another concern for arbitration clauses is multilateral enforcement.
Arbitration, as a private method of dispute resolution, has to be
adapted where it is necessary for it to bind a larger group of people.
For obligations in the Constitution that are inherently multilateral –
such as promises to the community as a whole – drafting an effective
arbitration clause will need careful thought.
Article 48 A contract concluded by an actor who has no power of agency, who oversteps the power of agency, or whose power of agency has expired and yet concludes it on behalf of the principal, shall have no legally binding force on the principal without ratification by the principal, and the actor shall be held liable.
The counterpart may urge the principal to ratify it within one month. It shall be regarded as a refusal of ratification that the principal does not make any expression. A bona fide counterpart has the right to withdraw it before the contract is ratified. The withdrawal shall be made by means of notice.
A successful governed blockchain will facilitate seamless trade with
businesses and individuals across national boundaries. Automatic
execution should minimise disputes and arbitrators should dispose of
those that do arise on the basis of facts clearly recorded on the
blockchain. Apart from the initial activity in creating the blockchain
and the Constitution, this suggests a future for commerce that has far
less need for legal services.
Article 49 If an actor has no power of agency, oversteps the power of agency, or the power of agency has expired and yet concludes a contract in the principal’s name, and the counterpart has reasons to trust that the actor has the power of agency, the act of agency shall be effective.
Article 50 Where a statutory representative or a responsible person of a legal person or other organization oversteps his/her power and concludes a contract, the representative act shall be effective except that the counterpart knows or ought to know that he/she is overstepping his/her powers.
It is possible that the governed blockchain will lead to an overall
reduction in the demand for lawyers. But there are two factors that
suggest otherwise. First, the governed blockchain will include small
businesses and individuals that would not otherwise have resources to
obtain legal advice. In this way, the governed blockchain may spread the
benefits of legal certainty and enforceability beyond those who already
have access to it. As this part of the economy currently functions
without legal advice, its use of the governed blockchain would not
reduce the demand for legal services. Second, technological innovations
in the past have allowed legal services to become more efficient but
this has not been matched by a decline in demand – rather, the reverse
seems to happen. Appetite grows for more complex legal structures and
for an increased number of transactions. New arrangements solve old
problems but raise new questions. Of course, whether this will apply
following creation of the governed blockchain remains to be seen.
Article 51 Where a person having no right to disposal of property disposes of other persons’ properties, and the principal ratifies the act afterwards or the person without power of disposal has obtained the power after concluding a contract, the contract shall be valid.
Article 52 A contract shall be null and void under any of the following circumstances:
The governed blockchain incorporating a Constitution and allied to a
customised forum for dispute resolution is potentially a major advance
that could substantially reduce legal uncertainty and promote adoption
of the blockchain by businesses and individuals. However, there are a
number of legal subtleties in making a Constitution effective and
practically enforceable. A Constitution is a private consensual
agreement that is also trying to do the job of a public statement of
beliefs and obligations. It is a series of individual arrangements with
different subsets of the community that is meant simultaneously to
incorporate specific terms into a single contract between two users and
to take effect as a unitary arrangement binding on the community as a
whole. Some legal systems will impose a supervisory jurisdiction on
ostensibly private obligations that are in fact quasi-public, especially
if they involve exercises of discretion. Resolving these tensions will
need a wise choice of governing law and careful drafting.
(1) A contract is concluded through the use of fraud or coercion by one party to damage the interests of the State;
(2) Malicious collusion is conducted to damage the interests of the State, a collective or a third party;
Ian Grigg, 2017, “EOS: an Introduction,”
(3) An illegitimate purpose is concealed under the guise of legitimate acts;
block.one, 2017; “The Governed Blockchain,” working
(4) Damaging the public interests;
Satoshi Nakamoto, 2008; “Bitcoin: A Peer-to-peer electronic cash system”
(5) Violating the compulsory provisions of the laws and administrative regulations.
Dan Larimer & EOS.IO team, “EOS.IO Technical White Paper,” live
Article 53 The following immunity clauses in a contract shall be null and void:
Norton Rose Fulbright, Blockchain disputes?, working
on page 1R3 & Norton Rose Fulbright, “Can smart contracts be legally
(1) those that cause personal injury to the other party;
Tim Swanson, 2015; “Consensus-as-a-Service”
(2) those that cause property damages to the other party as a result of deliberate intent or gross fault.
About Ian Grigg
Article 54 A party shall have the right to request the people’s court or an arbitration institution to modify or revoke the following contracts:
(1) those concluded as a result of serious misunderstanding;
Ian Grigg has been working in financial cryptography since 1995, and is
best known for creating the Ricardian Contract, a method of securely
preserving legal prose in a digital framework such as blockchain. He
co-invented triple entry accounting which uses cryptography to share
accountable information into strong, immutable form: “I know that what
you see is what I see.” He has consulted for R3, Intuit and Block.one’s
EOS project for the governed blockchain. Ian is currently working on
bringing all of these techniques to Kenyan social savings groups known
as chamas, and is an advisor to Knabu, Akropolis and Mattereum.
(2) those that are obviously unfair at the time when concluding the contract.
If a contract is concluded by one party against the other party’s true intentions through the use of fraud, coercion or exploitation of the other party’s unfavorable position, the injured party shall have the right to request the people’s court or an arbitration institution to modify or revoke it.
Where a party requests for modification, the people’s court or the arbitration institution may not revoke the contract.
We are EOShenzhen
Article 55 The right to revoke a contract shall extinguish under any of the following circumstances:
(1) A party having the right to revoke the contract fails to exercise the right within one year from the day that it knows or ought to know the revoking causes;
(2) A party having the right to revoke the contract explicitly expresses or conducts an act to waive the right after it knows the revoking causes.
Article 56 A contract that is null and void or revoked shall have no legally binding force ever from the very beginning. If part of a contract is null and void without affecting the validity of the other parts, the other parts shall still be valid.
Article 57 If a contract is null and void, revoked or terminated, it shall not affect the validity of the dispute settlement clause which is independently existing in the contract.
Article 58 The property acquired as a result of a contract shall be returned after the contract is confirmed to be null and void or has been revoked; where the property can not be returned or the return is unnecessary, it shall be reimbursed at its estimated price. The party at fault shall compensate the other party for losses incurred as a result therefrom. If both parties are at fault, each party shall respectively be liable.
Article 59 If the parties have maliciously conducted collusion to damage the interests of the State, a collective or a third party, the property thus acpuired shall be turned over to the State or returned to the collective or the third party.
CHAPTER 4 PERFORMANCE OF CONTRACTS
Article 60 The parties shall perform their obligations thoroughly according to the terms of the contract.
The parties shall abide by the principle of good faith and perform the obligations of notice, assistance and maintaining confidentiality, etc. based on the character and purpose of the contract or the transaction practices.
Article 61 Where, after the contract becomes effective, there is no agreement in the contract between the parties on the terms regarding quality, price or remuneration and place of performance, etc. or such agreement is unclear, the parties may agree upon supplementary terms through consultation. In case of a failure in doing so, the terms shall be determined from the context of relevant clauses of the contract or by transaction practices.
Article 62 If the relevant terms of a contract are unclear, nor can it be determined according to the provisions of Article 61 of this Law, the provisions below shall be applied:
(1) If quality requirements are unclear, the State standards or trade standards shall be applied; if there are no State standards or trade standards, generally held standards or specific standards in conformity with the purpose of the contract shall be applied.
(2) If the price or remuneration is unclear, the market price of the place of performance at the time concluding the contract shall be applied; if the government-fixed price or government-directed price shall be followed in accordance with the law, the provisions of the law shall be applied.
(3) If the place of performance is unclear, and the payment is currency, the performance shall be effected at the place of location of the party receiving the payment; if real estate is to be delivered, the performance shall be effected at the place of location of the real estate; in case of other contract objects, the performance shall be effected at the place of location of the party fulfilling the obligations.
(4) If the time limit for performance is unclear, the obligor may at any time fulfill the obligations towards the obligee; the obligee may also demand at any time that the obligor performs the obligations, but a time period for necessary preparation shall be given to the obligor.
(5) If the method of performance is unclear, the method which is advantageous to realize the purpose of the contract shall be adopted.
(6) If the burden of the expenses of performance is unclear, the cost shall be assumed by the obligor.
Article 63 In cases where the government-fixed price or government- directed price is followed in a contract, if the said price is readjusted within the time limit for delivery as stipulated in the contract, the payment shall be calculated according to the price at the time of delivery. If the delivery of the object is delayed and the price has risen, the original price shall be adopted; while the price has dropped, the new price shall be adopted. In the event of delay in taking delivery of the object or late payment, if the price has risen, the new price shall be adopted; while the price has dropped, the original price shall be adopted.
Article 64 Where the parties agree that the obligor performs the obligations to a third party, and the obligor fails to perform the obligations to the third party or the performance does not meet the terms of the contract, the obligor shall be liable to the obligee for the breach of contract.
Article 65 Where the parties agree that a third party performs the obligations to the obligee, and the third party fails to perform the obligations or the performance does not meet the terms of the contract, the obligor shall be liable to the obligee for the breach of contract.
Article 66 If both parties have obligations towards each other and there is no order of priority in respect of the performance of obligations, the parties shall perform the obligations simultaneously. One party has the right to reject the other party’s request for performance before the other party’s performance. One party has the right to reject the other party’s corresponding request for performance if the other party’s performance does not meet the terms of the contract.
Article 67 Where both parties have obligations towards each other and there has been an order of priority in respect of the performance, and the party which shall render its performance first has not rendered the performance, the party which may render its performance lately has the right to reject the other party’s request for performance. Where the party which shall render its performance first violates the terms of a contract while fulfilling the obligations, the party which may render its performance lately has the right to reject the other party’s corresponding request for performance.
Article 68 One party, which shall render its performance first, may suspend its performance, if it has conclusive evidence that the other party is under any of the following circumstances:
(1) Its business conditions are seriously deteriorating;
(2) It moves away its property and takes out its capital secretly to evade debt;
(3) It loses its commercial credibility;
(4) Other circumstances showing that it loses or is possible to lose the capacity of credit.
Where a party suspends performance of a contract without conclusive evidence, it shall be liable for the breach of contract.
Article 69 One party to a contract which suspends its performance of the contract in accordance with the provisions of Article 68 of this Law, shall promptly inform the other party of such suspension. It shall resume its performance of the contract when the other party provides a sure guarantee. After the suspension of the performance, if the other party does not reinstate its capacity of performance and does not provide with a sure guarantee, the party suspending performance of the contract may rescind the contract.
Article 70 If the obligee does not notify the obligor its separation, merger or a change of its domicile so as to make it difficult for the obligor to perform the obligations, the obligor may suspend the performance of the contract or have the object deposited.
Article 71 The obligee may reject an advance performance of the contract by the obligor, except that the advance performance does not damage the interests of the obligee.
Additional expenses caused to the obligee by advance performance shall be borne by the obligor.
Article 72 The obligee may reject the partial performance of the contract by the obligor, except that the partial performance does not damage the interests of the obligee.
Additional expenses caused to the obligee by partial performance shall be borne by the obligor.
Article 73 If the obligor is indolent in exercising its due creditor’s right, thus damaging the interests of the obligee, the obligee may request the people’s court for subrogation in its own name, except that the creditor’s right exclusively belongs to the obligor.
The subrogation shall be exercised within the scope of the creditor’s right of the obligee. The necessary expenses caused to the obligee by exercising subrogation shall be borne by the obligor.
Article 74 If the obligor renounces its due creditor’s right or transfers its property gratis, thus damaging the interests of the obligee, the obligee may request the people’s court to revoke the obligor’s act. If the obligor transfers its property at an obviously unreasonable low price, thus damaging the interests of the obligee, and the transferee knows such situation, the obligee may request the people’s court to revoke the obligor’s act.
The right of revocation shall be exercised within the scope of the creditor’s right of the obligee. The necessary expenses caused to the obligee by exercising the right of revocation shall be borne by the obligor.
Article 75 The time limit for exercising the right of revocation shall be one year, commencing from the day when the obligee is aware or ought to be aware of the causes of revocation. If the right of revocation has not been exercised within five years from the day when the act of the obligor takes place, the right of revocation shall be extinguished.
Article 76 After a contract becomes effective, the parties may not reject to perform the obligations of the contract because of modification of the title or name of the parties, or change of the statutory representative, the responsible person or the executive person of the parties.
CHAPTER 5 MODIFICATION AND ASSIGNMENT OF CONTRACTS
Article 77 A contract may be modified if the parties reach a consensus through consultation.
If the laws or administrative regulations stipulate that a contract shall be modified through the procedures of approval or registration, such provisions shall be followed.
Article 78 If the contents of the modified contract agreed by the parties are unclear, it shall be presumed that the contract is not modified.
Article 79 The obligee may assign, wholly or in part, its rights under the contract to a third party, except for the following circumstances:
(1) The rights under the contract may not be assigned according to the character of the contract;
(2) The rights under the contract may not be assigned according to the agreement between the parties;
(3) The rights under the contract may not be assigned according to the provisions of the laws.
Article 80 An obligee assigning its rights shall notify the obligor. Without notifying the obligor, the assignment shall not become effective to the obligor.
The notice of assignment of rights may not be revoked, unless the assignee agrees thereupon.
Article 81 If the obligee assigns its rights, the assignee shall acquire the collateral rights relating to the principal rights, except that the collateral rights exclusively belong to the obligee.
Article 82 After the obligor receives the notice of assignment of the creditor’s rights, it may claim its demur in respect of the assignor to the assignee.
Article 83 When the obligor receives the notice of assignment of the creditor’s rights, and the obligor has due creditor’s rights to the assign or, and the creditor’s rights of the obligor are due in priority to the assigned creditor’s rights or due at the same time, the obligor may claim to offset each other to the assignee.
Article 84 If the obligor assigns its obligations, wholly or in part, to a third party, it shall obtain consent from the obligee first.
Article 85 If the obligor assigns its obligations to a third party, the new obligor may claim the demur belonging to the original obligor in respect of the obligee.
Article 86 If the obligor assigns its obligations to a third party, the new obligor shall assume the collateral obligations relating to the principal obligations, except that the obligations exclusively belong to the original obligor.
Article 87 Where the laws or administrative regulations stipulate that the assignment of rights or transfer of obligations shall go through approval or registration procedures, such provisions shall be followed.
Article 88 One party to a contract may assign its rights and obligations under the contract together to a third party with the consent of the other party.
Article 89 If one party to a contract assigns its rights and obligations under the contract together to a third party, the provisions of Article 79, Article 81 to 83, and Article 85 to 87 of this Law shall be applied.
Article 90 If one party to a contract is merged after the contract has been concluded, the legal person or other organization established after the merger shall exercise the contract rights and perform the contract obligations. If one party is separated after the contract has been concluded, the legal persons or other organizations thus established after the separation shall exercise the contract rights or assume the contract obligations jointly and severally.
CHAPTER 6 TERMINATION OF THE RIGHTS AND OBLIGATIONS OF CONTRACTS
Article 91 The rights and obligations of contracts shall be terminated under any of the following circumstances:
(1) The debt obligations have been performed in accordance with the terms of the contract;
(2) The contract has been rescinded;
(3) The debts have been offset against each other;
(4) The obligor has deposited the object according to law;
(5) The debt obligations have been exempted by the obligee;
(6) The creditor’s rights and debt obligations are assumed by the same person; or
(7) Other circumstances for termination as stipulated by the laws or agreed upon by the parties in the contract.
Article 92 When the rights and obligations of contracts are terminated, the parties to a contract shall, abiding by the principle of good faith, perform such obligations as making a notice, providing assistance and maintaining confidentiality according to transaction practices.
Article 93 A contract may be rescinded if the parties to the contract reach a consensus through consultation.
The parties to a contract may agree upon the conditions to rescind the contract by one party. When such conditions are accompanised, the party entitled to rescind the contract may rescind it.
Article 94 The parties to a contract may rescind the contract under any of the following circumstances:
(1) The purpose of the contract is not able to be realized because of force majeure;
(2) One party to the contract expresses explicitly or indicates through its acts, before the expiry of the performance period, that it will not perform the principal debt obligations;
(3) One party to the contract delays in performing the principal debt obligations and fails, after being urged, to perform them within a reasonable time period;
(4) One party to the contract delays in performing the debt obligations or commits other acts in breach of the contract so that the purpose of the contract is not able to be realized; or
(5) Other circumstances as stipulated by law.
Article 95 Where the laws stipulate or the parties agree upon the time limit to exercise the right to rescind the contract, and no party exercises it when the time limit expires, the said right shall be extinguished.
Where the law does not stipulate or the parties make no agreement upon the time limit to exercise the right to rescind the contract, and no party exercises it within a reasonable time period after being urged, the said right shall be extinguished.
Article 96 One party to a contract shall make a notice to the other party if it advances to rescind the contract according to the provisions of Paragraph 2, Article 93 and Article 94&nbs