General Terms and Conditions

Last Updated: April 17, 2023

By executing the Software as a Service (SaaS) Order Form (the "Order Form"), you ("you," "your," or "yours") agree to adhere to the terms and conditions of these General Terms and Conditions ("General Terms"); (ii) your Order Form, which is incorporated herein by reference ("Order Form"and collectively with the General Terms, this "Agreement").

Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them under the Order Form.

  1. Services

    • Subject to the terms of this Agreement, we will use commercially reasonable efforts to provide you with the Services described in your Order Form.

  2. Restrictions and Responsibilities

    • You will not, directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to the Services or any software, documentation, or data related to the Services ("Software"); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by us or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; and remove any proprietary notices or labels from either the Software or the Services.
    • Further, you may not allow the export or re-export of the Services, Software, or anything related thereto, or any direct product thereof in violation of any restrictions, laws, or regulations of the applicable laws and the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.
    • You represent, covenant, and warrant that you will use the Services only in compliance with the Agreement and all applicable laws and regulations. You hereby agree to indemnify us and hold harmless against any damages, losses, liabilities, settlements, and expenses (including, without limitation, costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from your use of Services. Although we have no obligation to monitor your use of the Services, we may do so and may prohibit any use of the Services should we believe that you may be (or alleged to be) in violation of the foregoing.
    • You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers, and the like (collectively, "Equipment"). You shall also be responsible for maintaining the security of the Equipment, your account, passwords (including but not limited to administrative and user passwords), and files, and for all uses of your account or the Equipment with or without your knowledge or consent.

  3. Confidentiality; Proprietary Rights

    • You (the "Receiving Party") understand that we (the "Disclosing Party") have disclosed or may disclose business, technical, or financial information relating to the Disclosing Party’s business (hereinafter referred to as the "Proprietary Information" of the Disclosing Party). Proprietary Information of ours includes non-public information regarding features, functionality, and performance of the Service. The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that, other than with respect to "trade secrets" (as defined under the Commercial Torts Law, 5759-1999), the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
    • We shall own and retain all right, title, and interest in and to (a) the Services and Software, all improvements, enhancements, or modifications thereto, (b) any software, applications, inventions, or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.
    • Notwithstanding anything to the contrary, we shall have the right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning your data and data derived therefrom), and we will be free (during and after the Term) to disclose and use such data in accordance with our internal business purposes.

  4. Payment of Fees

    • We reserve the right to change the fees or applicable charges and to institute new charges and fees upon thirty (30) days' prior notice to you. If you believe that we have billed you incorrectly, you must contact us no later than thirty (30) days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit.
    • We may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by us thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. You shall be responsible for all taxes associated with Services other than taxes based on our net income.

  5. Term and Termination

    • In addition to any other remedies we may have, we may also terminate this Agreement upon ten (10) days' notice (or without notice in the case of nonpayment or if you breach any of the terms or conditions of this Agreement, and in this case, you will pay in full for the Services up to and including the last day on which the Services are provided. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

  6. Warranty and Disclaimer

    • WE WILL USE REASONABLE EFFORTS CONSISTENT WITH PREVAILING INDUSTRY STANDARDS TO MAINTAIN THE SERVICES IN A MANNER THAT MINIMIZES ERRORS AND INTERRUPTIONS IN THE SERVICES. SERVICES MAY BE TEMPORARILY UNAVAILABLE FOR SCHEDULED MAINTENANCE OR FOR UNSCHEDULED EMERGENCY MAINTENANCE, EITHER BY US OR BY THIRD-PARTY PROVIDERS, OR BECAUSE OF OTHER CAUSES BEYOND OUR REASONABLE CONTROL, BUT WE WILL USE REASONABLE EFFORTS TO PROVIDE ADVANCE NOTICE REGARDING SCHEDULED SERVICE DISRUPTION. HOWEVER, WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; AND WE DO NOT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THE SLA (IF ANY), THE SERVICES ARE PROVIDED "AS IS" AND WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, OR BE ERROR-FREE. BY UTILIZING OUR SERVICES, YOU ACKNOWLEDGE AND ACCEPT THE INHERENT RISKS ASSOCIATED WITH DIGITAL ASSETS AND BLOCKCHAIN-BASED SOLUTIONS, AND CONFIRM YOUR AWARENESS OF THE RISKS ASSOCIATED WITH CRYPTOCURRENCIES AND BLOCKCHAIN TECHNOLOGY (FOR YOUR CONVENIENCE, SOME OF WHICH ARE DETAILED IN THE FOLLOWING LINK("RISKS ASSOCIATED WITH DIGITAL COINS")). WE EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU AGREE THAT YOUR USE OF OUR SERVICES IS AT YOUR SOLE RISK, AND YOU ACCEPT RESPONSIBILITY FOR EDUCATING YOURSELF ON THE RISKS, INCLUDING BUT NOT LIMITED TO VOLATILITY, MARKET, OPERATIONAL, REGULATORY, TECHNOLOGY, TRANSPARENCY, TAXATION, CONVERSION, AND CYBERSECURITY RISKS. THESE RISKS MAY RESULT IN THE LOSS OF DIGITAL ASSETS, DELAYS IN TRANSFERS, HIGH COSTS, FRAUD, THEFT OF DATA OR PERSONAL KEYS, AND ADVERSE TAX CONSEQUENCES. WE DO NOT GUARANTEE THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY INFORMATION PROVIDED IN CONNECTION WITH OUR SERVICES. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, AND WE SHALL NOT BE HELD LIABLE FOR ANY LOSSES, DAMAGES, OR ADVERSE CONSEQUENCES RESULTING FROM HOLDING OR TRANSACTING IN DIGITAL ASSETS MONITORED BY OUR SERVICES. YOU ACKNOWLEDGE THAT WE HAVE NO CONTROL OVER THE VALUE, SECURITY, OR UNDERLYING PROTOCOLS OF DIGITAL ASSETS, WHICH MAY BE MODIFIED BY THIRD PARTIES AT ANY TIME. THIS WARRANTY DISCLAIMER SHALL APPLY TO THE FULLEST EXTENT PERMISSIBLE BY LAW. IF ANY PORTION OF THIS DISCLAIMER IS DEEMED TO BE INVALID OR UNENFORCEABLE UNDER APPLICABLE LAW, THE REMAINING PROVISIONS SHALL CONTINUE IN FULL FORCE AND EFFECT.

  7. Indemnity

    • We will hold you harmless from any liability to third parties resulting from the Service's infringement of any United States patent or any copyright or misappropriation of any trade secret, provided we are promptly notified of any and all threats, claims, and proceedings related to it and given reasonable assistance and the opportunity to assume sole control over defense and settlement. We will not be responsible for any settlement that we do not approve in writing. The foregoing obligations do not apply to portions or components of the Service: (i) not supplied by us, (ii) made in whole or in part in accordance with your specifications, (iii) that are modified after delivery by us, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where you continue allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where your use of the Service is not strictly in accordance with this Agreement.
    • If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be infringing or are believed by us to be infringing, we may, at our option and expense: (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for you a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and your rights hereunder and provide you a refund of any prepaid, unused fees for the Service.

  8. Limitation of Liability

    • NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, WE AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS, AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND OUR REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY YOU TO US FOR THE SERVICES UNDER THIS AGREEMENT IN THE TWO MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  9. Miscellaneous

    • If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and be enforceable. This Agreement is not assignable, transferable, or sublicensable by you except with our prior written consent. We may transfer and assign any of our rights and obligations under this Agreement without consent. This Agreement constitutes the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement. All waivers and modifications must be in writing and signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement, and you do not have any authority of any kind to bind us in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees. All notices under this Agreement shall be in writing and shall be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail; the day after it is sent, if sent for next-day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of Delaware without regard to its conflict of laws provisions. The competent courts located in Wilmington, DE, shall have exclusive jurisdiction over all matters relating to this Agreement and the Services.