Cross-Ledger EAP Terms of Participation
Effective date: September 1, 2026 Version: 1.0
These terms govern participation in the Cross-Ledger Early Adopter Program (the “Program”) operated by Hashgraph Foundry Inc. (“Hashgraph”). By signing or submitting the registration form, or by accessing the sandbox, you (“Participant”) accept these terms on behalf of your organization.
The Program is free. It runs on test networks using valueless test assets. It involves no production systems, no customer data, and no real money.
What the Program is.
Hashgraph operates a private testnet and sandbox for evaluating CLPR, a cross-ledger protocol. Selected organizations may access the CLPR-enabled application in a sandbox to run test scenarios, build reference integrations, and give feedback. Participation is by invitation and at Hashgraph’s discretion.
In these terms, “Program Technology” means the sandbox and testnet and all software, applications, orchestration and application-layer components, interfaces, SDKs, APIs, smart contracts, and documentation that Hashgraph makes available to Participant in connection with the Program.
The Program is not a purchase, not a license for production use, and not a commitment that CLPR or any Program Technology will ever be commercially released. Hashgraph may change, pause, or end the Program, or any Participant’s access, at any time.
Test environment only.
All activity takes place in the sandbox on a private testnet and in later phases on public test networks. No activity takes place on any mainnet or live ledger.
Every asset, token, balance, and transaction in the sandbox is a valueless test asset. Nothing is redeemable or convertible into anything of value.
Nothing in the Program is an offer or sale of a security, token, derivative, or other financial instrument, and nothing is a token sale, airdrop, or capital raise.
Hashgraph is not providing any banking, custody, money transmission, exchange, clearing, or settlement service.
Nothing in the Program is investment, legal, tax, regulatory, or accounting advice. Neither party is acting as the other’s advisor or fiduciary.
Data and access restrictions.
No real data. Participant will not submit or process in the sandbox any personal data, customer data, production data, or data representing real assets or real transactions, and will not submit special categories of personal data. Any data based on real data must be fully and irreversibly anonymized before submission; masking, tokenizing, or replacing identifiers is not sufficient.
No production connection. Participant will access the sandbox only from non-production environments. Participant will not connect the sandbox to any production system, mainnet, or live ledger, and will not use it to handle customer funds or assets.
Responsibility. Participant is responsible for compliance with this Section by its authorized users, and for their acts and omissions as if they were Participant’s own. Participant will notify Hashgraph immediately on becoming aware that prohibited data has been submitted.
Hashgraph’s response. Hashgraph may delete any data submitted in breach of this Section immediately and without notice, and may suspend Participant’s access. Hashgraph has no obligation to preserve or protect, and no liability for, data submitted in breach of this Section. Participant is responsible for the costs Hashgraph reasonably incurs in responding, including investigation, deletion, and any notification required by law.
Personal data Hashgraph collects. The only personal data Hashgraph collects is the names, business contact details, and role information Participant provides on the registration and onboarding forms. Hashgraph will use it to administer the Program and will not use it for marketing or advertising without the Participant’s consent. Each party acts as an independent controller of any personal data processed in connection with the Program, and neither acts as the other’s processor or as a joint controller.
Access and conduct.
Participant is responsible for its own systems, for keeping its credentials secure, and for all activity under its accounts. Participant will promptly notify Hashgraph of any suspected credential compromise or security issue in the sandbox and will not publicly disclose a vulnerability before Hashgraph has had a reasonable opportunity to address it.
Participant will not reverse engineer the Program Technology or the CLPR protocol, attempt to access systems or data it is not authorized to access, or use the Program Technology, the sandbox, or Hashgraph’s confidential information to develop a product or service that competes with CLPR or the Program Technology.
Hashgraph may suspend access immediately where necessary for security, legal, or Program-integrity reasons.
Support.
Hashgraph will provide Program support through the channels it designates, on a reasonable-efforts basis. There is no service-level agreement, and Hashgraph does not guarantee response times or the continuous availability of the sandbox.
Confidentiality.
What is covered. Each party will keep the other’s non-public information confidential, use it only for the Program, and protect it with at least the care it applies to its own confidential information, and no less than reasonable care. On Hashgraph’s side, this includes information of Hashgraph, its affiliates, and its licensors; the Program Technology; and non-public information of the CLPR protocol, including its architecture, source code, algorithms, security, and state-proof design; performance data; roadmaps; and unreleased features. On the Participant’s side, it includes its non-public business and technical information. Information does not need to be marked confidential to be protected. Information disclosed before registration in connection with the Program is treated as if disclosed under these terms.
Who may see it. Each party may share the other’s confidential information only with its employees, affiliates, and professional advisors who need it for the Program and are bound by confidentiality obligations at least as protective as these. Each party remains responsible for any breach by those recipients.
Exceptions. These obligations do not apply to information the receiving party can show by written records was already known to it without any obligation of confidentiality; becomes public other than through breach of these terms; is received from a third party free to disclose it; or was independently developed without use of or reference to the other party’s confidential information.
Compelled disclosure. A party may disclose where legally required, provided it gives prompt notice where permitted, discloses only what is required, and cooperates with reasonable efforts to obtain confidential treatment.
Breach. Each party will promptly notify the other of any unauthorized use or disclosure of the other’s confidential information and will cooperate to limit its effect.
Remedies. Each party acknowledges that breach of this Section may cause harm that money damages cannot adequately remedy, and that the other party may seek injunctive relief without posting a bond.
Existing NDA. If Participant has a separate negotiated non-disclosure agreement with Hashgraph covering this subject matter, that agreement governs to the extent of any conflict.
Duration. These obligations run for three years after the Program ends, except that information qualifying as a trade secret remains protected for as long as it remains a trade secret under applicable law.
Intellectual property.
Hashgraph’s rights. Hashgraph and its licensors own the Program Technology and all Program materials, including all intellectual property rights in them. The CLPR protocol is owned by Hedera Hashgraph, LLC, and these terms grant Participant no license or other right in it. Participant receives only a limited, revocable, non-exclusive, non-transferable right to use the Program Technology in the sandbox during the Program. No other rights are granted, by implication, estoppel, or otherwise, and nothing here grants Participant any right to use Hashgraph’s or its licensors’ trademarks, logos, or brand names except as Section 8 permits.
Participant’s rights. Participant owns its own pre-existing intellectual property and the integrations, applications, and materials it independently develops. Nothing in these terms transfers ownership of Participant’s intellectual property to Hashgraph.
Modifications and improvements. Any modification, adaptation, or derivative work of the Program Technology, and any improvement to it, belongs to the owner of the technology it derives from, and Participant will do what is reasonably needed to give effect to that. For clarity, an integration or application Participant builds is not a derivative work merely because it calls or interoperates with the Program Technology.
Feedback. If Participant gives Hashgraph feedback, suggestions, bug reports, test results, or feature requests, Participant grants Hashgraph, its affiliates, and its licensors a perpetual, irrevocable, worldwide, royalty-free, fully sublicensable right to use it for any purpose, without obligation, payment, or attribution. Participant will not assert any patent, copyright, or other intellectual property right in that feedback against Hashgraph, its affiliates, its licensors, or their customers and users. Any improvements to the Program Technology made using feedback belong to the owner of the technology improved. Hashgraph will not attribute feedback to Participant by name without Participant’s approval.
Notice. Participant will promptly notify Hashgraph if it becomes aware of any actual or suspected infringement or misuse of the Program Technology or the CLPR protocol.
What Participant may publish.
Participant may evaluate and benchmark the Program Technology for its internal purposes at any time, including by comparing performance and cost against its existing systems, and may share those results within its organization.
During the Program. Participant will not publish anything externally about the Program or the Program Technology without Hashgraph’s prior written approval (email is sufficient).
After the Program ends. Participant may publish its own reference integration, code, and materials, including on public repositories, and may publish blog posts, demos, or talks about its participation, provided it does not disclose Hashgraph’s confidential information and obtains Hashgraph’s prior written approval for anything that names Hashgraph, describes the Program Technology’s design or performance, or presents benchmark results.
Name, logo, and publicity.
By registering, Participant consents to Hashgraph identifying it as a Program participant, by name and logo, in Program materials, announcements, presentations, and the end-of-Program report. The Participant may indicate a different preference on the registration form. After registering, Participant may withdraw consent by giving Hashgraph at least 30 days’ written notice at [email protected]. Withdrawal takes effect at the end of that period and applies only to future use; Hashgraph is not required to recall or amend materials already published.
Any quote, testimonial, endorsement, or case study naming Participant requires Participant’s prior written approval (email is sufficient). Consent to being identified as a participant is not approval for these.
Program sessions may be recorded for internal Program purposes. Recordings will not be published externally in a way that identifies Participant without the approval described above, and Hashgraph will accommodate reasonable requests to pause recording.
Compliance.
Antitrust. The Program includes organizations that compete with each other. It is a technical evaluation forum only. Participants must not exchange or solicit competitively sensitive information, including pricing, costs, margins, customers, bids, or capacity, and must not enter into any agreement regarding prices, markets, customers, or bids.
Sanctions and export. Each party will comply with applicable sanctions and export control laws. Participant represents that, as of the date it registers and at all times during the Program, neither it nor its authorized users are subject to sanctions or named on a restricted-party list, and will promptly notify Hashgraph if that changes.
Anti-corruption. Each party will comply with applicable anti-bribery and anti-corruption laws.
No warranty.
THE PROGRAM TECHNOLOGY AND ALL PROGRAM MATERIALS ARE PRE-RELEASE AND EXPERIMENTAL AND ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
Hashgraph does not warrant that the sandbox will be available, uninterrupted, error-free, or secure. Some Program activity uses public test networks operated by third parties; Hashgraph does not control those networks and is not responsible for their availability, performance, or resets. Test data and configurations may be reset or deleted at any time, and Participant should keep its own copies of anything it wants to retain. Test results do not predict or guarantee production performance. Hashgraph makes no commitment about the roadmap, future features, or general availability of any Program Technology.
Liability.
NEITHER PARTY IS LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA.
EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE PROGRAM WILL NOT EXCEED TEN THOUSAND U.S. DOLLARS (US$10,000).
These limits do not apply to a party’s breach of Section 3 (Data and access restrictions), Section 6 (Confidentiality), infringement of the other party’s intellectual property, or, in Hashgraph’s case, that of its affiliates or licensors, breach of Section 10 (Compliance), or fraud, gross negligence, or willful misconduct. They also do not apply to any liability that cannot be limited by law.
Participant will indemnify Hashgraph against third-party claims arising from Participant’s violation of law, or from Participant’s content or materials infringing a third party’s intellectual property rights.
Term and termination.
These terms begin when Participant registers and continue until the Program concludes, unless earlier terminated. Either party may end Participant’s participation at any time on written notice.
Upon termination, Participant’s access ends, and each party returns or deletes the other party’s confidential information, except for routine backups. Sections 2, 3, 6, 7, 8, 9, 11, 12, and 15 survive.
Changes to these terms.
Hashgraph may update these terms. Each version is dated and published at hashgraph.com/clpr-terms-of-participation. Hashgraph will email the Participant’s registered contact before any material change takes effect. Continued participation after that date means acceptance; if the Participant does not agree, they may withdraw.
General.
No fees are payable by either party in connection with the Program. The parties are independent contractors. These terms are for the benefit of the parties only and create no rights in any third party. Notices under these terms may be given by email to Participant’s registered contact and to Hashgraph at [email protected].
Participant may not assign these terms without Hashgraph’s consent; Hashgraph may assign to an affiliate or in connection with a corporate transaction. If any provision is unenforceable, the rest remains in effect. Neither party is liable for delays caused by events beyond its reasonable control. These terms, together with the registration form, are the entire agreement about the Program.
These terms are governed by the laws of the State of Texas, without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction and venue of the state and federal courts located in Dallas County, Texas, and waive any objection to that jurisdiction or venue, including on grounds of inconvenient forum.
Questions: [email protected]