Our website uses analytics cookies for marketing purposes and to enhance your user experience. By clicking 'Accept', you consent to the use of these non-essential cookies. To learn more about how we use cookies, please review our Privacy Policy.
Connecting you to blockchains with one integration
Blockdaemon’s complete node stack supports the flow of data and value for millions of users. Our customers include top tier financial institutions, crypto native companies, exchanges, and many more…
Terms & Conditions
Updated: February 29, 2024
1. Introduction
2. Definitions
3. Access and Use
3.1 Platform(s)’ Content
3.2 Our Services
3.3 Service Levels & Support
3.4 Restrictions on Use
3.5 Modifications
3.6 Blockchain Protocols and Operational Modifications
4. Billing
4.1 Billing Account
4.2 Service Listings
4.3 Effect of a Free Trial
4.4 Suspension for Non-Payment
4.5 Order Forms
5. Term and Termination
5.1 Term
5.2 For Cause Termination by Either Party
5.3 Opt-out of automatic Payment or Renewal
5.4 Effect of Termination
5.5 Post Termination Data Recovery
5.6 Surviving Clauses Post-Termination
6. Intellectual Property
6.1 Our Content
6.2 Branding & Trademarks
6.3 Your Content
6.4 Service Performance Data
6.5 Feedback
6.6 Publicity
7. Confidentiality
7.1 Confidentiality
7.2 Specific Performance and Injunctive Relief
8. Representations, Warranties, and Our Disclaimer
8.1 Representations and Warranties
8.2 Disclaimer
9. Limitation of Liability
10. Indemnification
10.1 Indemnification by you
10.2 Indemnification by us
10.3 Procedure
11. Binding Arbitration
12. Waiver of Class Action
13. Equitable Relief
14. General Provisions
14.1 Cooperation
14.2 External Sites
14.3 Assignment
14.4 Waiver
14.5 Governing Law
14.6 Relationship of the Parties
14.7 Severability
14.8 Force Majeure
14.9 Third-Party Beneficiaries
14.10 Notices
14.11 Export
14.12 Complete Understanding
15. Support Services
15.1 Service Commitments
15.2 Maintenance
15.3 Incident Reporting
15.4 Support Access / Response Methods
15.5 Service Credits
INTRODUCTION
These Terms of Service (our “Terms of Service”) govern the relationship between you and Blockdaemon (“we,” “us,” or “our”) whenever you access or use any of our products, services, or other offerings presented by us (our “Service(s)”) through our website (www.blockdameon.com) or our app (each one of our “Platform(s)” and where Subscriptions or other purchases are offered our “Marketplace”). Any rights and obligations iterated hereunder are in full force and enforceable so long as you continue to use our Services or have an active subscription, whichever is longer.
BY ACCESSING OUR PLATFORM(S) YOU ACKNOWLEDGE AND AGREE THAT: (1) YOU HAVE READ, UNDERSTAND, AND CONSENT TO BE LEGALLY BOUND BY THESE TERMS OF SERVICE, OUR PRIVACY POLICY (https://blockdaemon.com/privacy-policy/) AND THE POLICIES OF OUR PAYMENT PROCESSOR(S) (COLLECTIVELY THIS “AGREEMENT”); AND (2) YOU REPRESENT AND WARRANT YOU HAVE THE NECESSARY POWER(S), RIGHT(S), AND/OR AUTHORITY TO ENTER INTO THIS AGREEMENT AND THAT “YOU” / “YOUR” REFERS TO YOURSELF AND ANY LEGAL/NATURAL ENTITY, REPRESENTATIVES, AUTHORIZED USERS OR SIMILAR AGENTS THAT YOU ARE ACTING ON BEHALF OF.
IF YOU DO NOT AGREE TO ANY WHOLE OR PART OF THIS AGREEMENT, YOU MUST IMMEDIATELY CEASE ANY AND ALL ACCESS AND USE OF OUR SERVICES, DELETE YOUR ACCOUNT, AND CANCEL ANY ACTIVE SUBSCRIPTIONS.
We reserve the right to revise these Terms of Service without any notice to you. Revised Terms of Service become effective as of their posting and any continued use of our Services constitutes your acceptance of them as posted. We will try our best to communicate any revised Terms of Service to those of you who have registered accounts with us via the email address that you provided.
DEFINITIONS. The definitions for some of the defined terms used in these Terms of Use are set forth below. The definitions for other defined terms are set forth elsewhere in these Terms of Use. Capitalized terms not defined in these Terms of Use shall have the meaning set forth in our Privacy Policy (https://blockdaemon.com/privacy-policy/).
“Actual Uptime” shall mean Total Scheduled Availability minus Downtime.
“API” means an application programming interface that enables various software, services and data accessibility.
“Authorized User” means you and your employees, contractors, or agents authorized by you to access and use the Services pursuant to these Terms of Use. You are responsible for the acts and omissions of your Authorized Users and any other person who accesses and uses the Service(s) on your behalf and use your access credentials as defined by accessing your Billing Account or its associated wallets.
“Blockchain” means a digital ledger in which transactions made with a Digital Asset are recorded chronologically.
“Blockchain Records'' means the transaction and related data collected from or released to the Blockchain. The parties acknowledge that such Blockchain Records are not owned by either party.
“Blockdaemon Account” means the account you have registered with us through either our app or website that allows you to access our Service(s).
“Documentation” means the manuals, specifications, and other materials describing the functionality, features, and operating characteristics, and use of the Service(s) as we may make available to you from time to time, whether in a written or electronic form.
“Downtime” shall mean time (in minutes) that an individual Node is not accessible to you or is not functioning materially as expected for reasons other than you Responsibilities, Maintenance or Force Majeure.
“Harmful Code” means, without limitation, any and all computer code, programs, or programming devices that are intentionally designed to disrupt, modify, access, delete, damage, deactivate, disable, harm, or otherwise impede in any manner, including aesthetic disruptions or distortions, the operation of the Service(s), or any other associated software, firmware, hardware, computer system, or network (including, without limitation, “Trojan horses,” “viruses,” “worms,” “time bombs,” “time locks,” “devices,” “traps,” “access codes,” or “drop dead” or “trap door” devices) or any other harmful, malicious, or hidden procedures, routines or mechanisms that would cause the Service(s) to cease functioning or to damage or corrupt data, storage media, programs, equipment, or communications, or otherwise interfere with the operations of the Service(s).
“Incident” means any actual or imminent unplanned interruption, outage, or degradation of a Service.
“Incident Severity Level 1” means a Service is not operational and/or all endpoints are inaccessible. The Service is completely stopped resulting in critical impact to the business. No workaround is available.
“Incident Severity Level 2” means a Service is operational/accessible but has severely restricted functionality/access or degradation that is impacting operations. No workaround is available.
“Incident Severity Level 3” means a Service is operational/ accessible with functional/ accessibility limitations or restrictions that are not critical to the overall you operations.
“Incident Severity Level 4” means a Service is currently operational with no current impact to operations, but errors have been identified that will potentially impact operations.
“Law(s)” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any federal, state, local or foreign government or political subdivision thereof, or any arbitrator, court or tribunal of competent jurisdiction.
“Maintenance” shall mean time (in minutes) that a Service is not accessible to you or is not functioning materially as expected, including for scheduled maintenance and upgrading of the software and hardware used by us to provide the Service or emergency maintenance to prevent an anticipated outage or reduction in performance.
“Node(s)” means an individual database instance in a blockchain containing a copy of the full ledger of such database, and capable of validating transactions within such database.
“Service Default” means the occurrence of one of the following events: (a) our infrastructure fails to switch from one region to another region due to a region-based outage; (b) our infrastructure fails to switch from one cloud provider to another cloud provider due to a cloud provider-based outage; or (c) our material failure to perform the Services as required by the terms of this Agreement. Specifically not included in the definition are (i) protocol-level failures caused by bugs, maintenance, upgrades, or general failure; (ii) you acts or omissions; or (iii) a Force Majeure event.
“Service Performance Data” means any data that is derived from the use of the Services that does not directly or indirectly identify you, your Authorized Users, Affiliates, any end users, or any natural person and includes (a) data such as volumes, frequencies, and Service performance data.
“Total Scheduled Availability” shall mean 24 hours a day, 7 days a week, 365/6 days a year, excluding Maintenance and Force Majeure.
“Your Responsibilities’” means delay or failure by you to approve or perform recommended upgrades or download recommended software patches; delay or failure by you to provide accurate or complete data or information required by Supplier to provide the Services; or where you fail to report the incident to us.
ACCESS AND USE.
Platform Content. Any and all content authored or provided by us or our partners on: (1) our Platforms (such as our website, app); (2) in direct communications (such as emails, direct links, or newsletters); (3) our official social media accounts (as linked from our website); or (4) other similar mediums we directly control is intended to only provide you with generalized information. All information we provide is strictly on the basis of opinion or understanding of the author or speaker. At no time is any information we provide to you intended by us to provide you with investment, financial, legal, taxation, or similar advice. If you are seeking such information we strongly encourage you to consult a licensed professional in that field.
Content Removal. We reserve the right to remove any whole or partial content from our Platform(s) and Marketplace(s) at any time, for any reason (including, but not limited to, if someone alleges you contributed content that is in violation of the Agreement, community guidelines, or other similar policies) at our sole discretion, and without prior or subsequent notice.
Service(s). All available purchase options for our Service(s) are described within the applicable Service(s)’ description(s) within our Marketplace (a “Service Listing(s)”) for your selection. If a Service(s) you would like to engage is not that is presented on our Platform(s) is not in our Marketplace please contact our you Service team at [email protected]. Upon completion of your purchase for our Service(s) offered within our Marketplace we hereby grant you and those you authorize to use your account (“Authorized Users”) a limited, non-exclusive, non-transferable (except as permitted under Section 6 below) right and license, without the right to grant sublicenses, to access and use our Service(s) (and any Documentation we provide in connection therewith) as described and provided within our Marketplace(s) solely for your own internal, business purposes under the Agreement, subject to our Know Your Customer (“KYC”) Policies.
Standard Services. Unless agreed otherwise between yourself and us, all Services offered through our Platform(s) are subject to these Terms of Service and are offered strictly as described within the Platform. Any orders for such Service(s) and or their associated Subscription(s) (as defined in Section 4.2 and accompanying sub-sections) are to be placed by you through the corresponding Platform(s) to be fulfilled by us. If you have difficulty accessing, using or wish to inquire about our Standard Services or transition to or otherwise incorporate our Customized Services please contact our you service team at [email protected].
Free Services. Blockdaemon offers select Service(s) free of charge, and such services are subject to the parts of these Terms of Service except those portions of Section 4 that detail payment methods, modification, and processing. These Service(s) require you only to have a Blockdaemon Account in good standing with us for you to access and use the free Service(s). All free Service(s) are strictly limited to the details of their Service Listing(s). For further information about our free Service(s) please contact our you Service team at [email protected].
Other Services. Blockdaemon offers other services described on our Platform(s) and which are offered exclusively under separate master service agreements. To inquire about these other service(s) please contact our you Service team at [email protected].
Service Levels and Support. During your access and use of our Services, we shall host, periodically monitor performance and shall provide the Services in a manner that meets or exceeds the service levels set forth in Section 15 at the end of these Terms of Service. To the extent a Service Default occurs that disrupts your access to and use of the Services, we shall provide you with Service Credits in accordance with Section 15.
Reimbursement of Service Credit(s). To be eligible for Service Credits, you must provide a written reimbursement request to us within thirty (30) days following the date of the alleged Service Default. Reimbursements for Service Credits shall be your sole and exclusive remedy in connection with any damages or losses occurring as a result of a Service Default.
Restrictions on Use. We have the right to monitor your compliance with this Section 2.4 and your use of the Services generally. You will not, nor will you authorize, permit, or encourage any third party to do the following: (1) Allow anyone other than Authorized Users to access and use the Services; (2) Allow an Authorized User to share with any third party his or her access credentials; (3) Reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code or interface protocols of the Services; (4) Modify, adapt, or translate the Services; (5) Make any copies of the Services; (6) Resell, distribute, or sublicense the Services or use the Services for the benefit of anyone other than you or your Authorized Users; (7) remove or modify any proprietary markings or restrictive legends placed on the Services; (8) Use the Services in violation of any applicable law, rule, or regulation, or in order to build a competitive product or service, or for any purpose not specifically permitted in these Terms of Use; (9) Access or use the Services to collect any market research for a competing business; (10) Use any robot, spider, scraper, or other automated means to access the Services for any purpose without our express written permission; or (11) Introduce, post, or upload to the Services any Harmful Code.
Modifications. We reserve the right to modify the Services from time to time by adding, deleting, or modifying features to improve the user experience or for other business purposes. We further reserve the right to discontinue any feature of the Services or portion thereof at any time during the Term at our sole and reasonable discretion, including, without limitation, discontinuing support for any digital asset.
Blockchain Protocols and Operational Modifications. You acknowledge and accept:
That we do not own, control, nor are we in anyway responsible for or to the underlying protocols which govern the operation of digital assets supported by the Services;
That such underlying protocols are commonly open source thus allow anyone to use, copy, modify, and distribute them;
That any operating changes to the protocols may materially affect the availability, value, and/or functionality of the protocol; and
We are in no way liable for any of the risks associated with digital asset protocols and nor are we liable for any loss of value you may experience as a result of such changes in operating rules.
BILLING. All pricing is calculated and executed in U.S. Dollars (“USD”). While we or our Third-party Payment Processor may automatically charge you for any taxes related to a transaction, and indicate such tax amounts as a separate line item within your receipt, each party is ultimately responsible for any tax, duty, or similar obligations that are imposed by offering, accessing, and using our Service(s). Unless expressly provided in these Terms of Service, all paid fees are non-refundable. The portions of these subsections referring to payment, its method and processes do not apply to our free Service(s), for avoidance of doubt, free trials are subject to these sections as applicable at time of enrollment. Please contact [email protected] if you have questions regarding any part of this section.
Billing Account. Your purchase(s) will be processed through your registered Blockdaemon Account used to access our Marketplace by our third-party payment processor (the “Payment Processor”) who will bill you through the payment method you have provided either at checkout at the time of purchase or added to your account prior to purchase (making your Blockdaemon Account your “Billing Account”). In purchasing any of our paid Service(s) you authorize us or our third-party payment processor, to submit any and all applicable charges in accordance with the purchase terms then described in our Marketplace(s) for the paid Service(s). In order for the you to successfully gain use of our paid-for-Service(s) offered in our Marketplace a you must provide adequate billing information and valid means of payment (such as a credit card) and select a then actively offered paid-for-Service(s) that will be billed effective immediately or upon the conclusion of any Free Trial offerings. In the case of Subscription Service(s) payment will continue after the first, initial, payment at regular, predetermined, intervals (“Billing Cycle(s)”) as detailed in the Service(s) description on our Marketplace at time of purchase.
Disclaimer of Payment Processing. By choosing to use the Service(s), you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any use of the Service(s) in accordance with the applicable payment terms, and you authorize us, through the Payment Processor, to charge your chosen payment provider. You agree to make payments using one of the selected Payment Methods. We reserve the right to correct any errors or mistakes between us and the Payment Processor that the Payment Processor makes even if it has already requested or received payment. We are not responsible for any error or mistake by or between you and the Payment Processor. Currently, Stripe, Inc. is our Payment Processor, to learn more consult Stripe’s Terms of Service (https://stripe.com/legal/consumer) and Privacy Policy (https://stripe.com/us/privacy). Visit our Privacy Policy (https://www.blockdaemon.com/privacy-policy) to learn what billing information, if any, is collected and used by us.
Service Listing(s). All Service(s) Listing(s) will provide details regarding the price, terms, duration of the purchase (a “Subscription”). From time to time and at our discretion we may offer different pricing, features, benefits, etc within our Service Listing(s) and become effective as of their publication. Altered Service Listing(s) will take effect for active Subscriptions of as that Subcription’s next renewal. Notification of changes will be sent, when possible, one Billing Cycle before they take effect. Continued use of our Service(s) after a change shall constitute your acceptance of the published Service Listing(s). At all times you are responsible for reading, understanding the terms of your selected Service(s)’ Service Listing(s). You are encouraged to contact [email protected] if you have questions regarding any Service(s) or their Service Listing(s) before you make a purchase.
Discounts and Bundled Service(s). We reserve the right to, at our sole discretion, provide discounts on single Service Listing(s) (“Service Discount(s)”) as well as Service Listing(s) for multiple Service(s) for a single discounted rate (a “Services Bundle”). When purchasing a Service(s) with a Service Discount(s) or that is part of a Services Bundle your purchase is subject to any additional terms and conditions contained within the Service Listing(s), or in the event it is awarded to you by our you Service any terms and conditions that are otherwise disclosed to you at the time. We are at no obligation to continue or re-offer any Service Discount(s) or Services Bundle once it has been discontinued, unless stated otherwise in a writing by us at the time you purchased or received your Service Discount(s) or Services Bundle.
Purchase(s). In making a purchase in our Marketplace you are authorizing and agreeing to provide and make a valid, undisputed, payment in accordance with the terms of the purchased Service Listing(s). Each Service Listing constitutes a separate purchase and each a separate Agreement between you and us and is subject to these Terms of Service, our Privacy Policy, and Stripe’s Payment Processing Policies unless expressly described otherwise (such as within the additional terms of a Service Discount(s) or Services Bundle). As the purchaser you are responsible for making sure your invoices or receipts of payments reflect the Service(s) you wish to engage. The Service Listing(s) that appears on your invoice or receipt at the time of initial purchase are the terms and prices that will apply for the Term of that Subscription, subject to the terms of any Service Discount(s) or Service(s) Bundle.
Subscriptions. Each Subscription constitutes a separate Agreement between you and us. Any modification or termination by you, or natural expiration of any one Subscription will not modify, terminate, or expire any then active Subscription. The duration between the recurring charge of a Subscription (such as weekly, monthly, bi-weekly, bi-monthly, or annually) is a Billing Cycle and will be described in the Service Listing(s) of your purchase. In purchasing a subscription you authorize and agree to make recurring payments for each Billing Cycle associated with your active Subscription. You can manage your subscription at any time through your Blockdaemon Account or by contacting you Service at [email protected].
Effect of Modification (Upgrade/Downgrade). You are free to modify your subscription at any time to access more or less features associated with the Service(s) being actively subscribed to, with any modifications that take place being subject to proration. In the case of acquiring additional features at a higher cost (an “Upgrade”) such additional features will become available effective immediately pending successful processing of your chosen Payment Method. If you Upgrade between Billing Cycles your initial charge for the Upgrade will be prorated based on the number of dates remaining in the then current Billing Cycle with the full sum of the Upgrade to take effect on the next full Billing Cycle. If you choose to decrease your access to features associated with the Service(s) being actively subscribed to (a “Downgrade”) you may complete this function in your Account. Downgrades will take effect immediately and a credit note may be issued to your Blockdaemon account to be deducted on your next invoice
Effect of Cancellation for Subscriptions. You are free to cancel your subscription at any time through your Blockdaemon Account or by contacting [email protected]. Cancellation will result in your loss of access to the Service(s) being canceled either at; (1) the end of the then current Billing Cycle for Standard Subscriptions; (2) at the natural expiration of any Prepaid Subscription; or (3) immediately if you contact our you Service team with your requested cancellation. Cancellations will also terminate any automatic or recurring changes to your Credit Card provided the charges are not pending. Cancellations do not reverse or otherwise refund or credit any complete charges.
Effect of a Free Trial. We may offer a free trial for any offered Service(s) in our Marketplace for any duration, to be decided at our sole discretion. Such Free trial period offerings shall only apply to new purchases of Service(s) and/or Subscriptions, and shall not apply to Subscriptions then active at the time of offering. Unless explicitly stated otherwise in the applicable Service Listing(s) a free trial shall not be added to any Service Discount(s) or Services Bundle. For the full duration of any such free trial period all terms of this Agreement shall apply and be fully enforceable. At the end of the trial period the applicable fee for the Service(s) shall be processed and you enrolled in the applicable Subscription that contained the free trial. Termination of the free trial Subscription during the free trial period will have the same result as a Subscription cancellation; wherein you shall have access and use of the Service(s) for only the remaining duration of the free trial and will lose access and use to the Service(s) at the conclusion of the free trial period. Cancellation of a free trial has no effect on the applicability of this Agreement.
Suspension for Non-Payment. Blockdaemon may suspend your access to the Service(s) if we are unable to process a due payment as the result of an expired or invalid payment card. You are responsible for ensuring all payment information is current and accurate, when possible we will use commercially reasonable efforts to notify you of an upcoming payment on an expired card to provide you an opportunity to update your payment information.
Order Forms and MSA. If you have entered into a separate order form (each, an “Order Form”) and related master services agreement (the “MSA”)with us for any of our Service(s) the terms of that Order Form and of that MSA shall prevail over any terms or conditions contained within this Agreement.
TERM AND TERMINATION. The following definesTerm(s) for our Service(s), for the Term of any Service(s) The Agreement shall remain in full force and effect.
Term. In the case of Subscriptions the Term is defined as the duration that Subscription is active and the Billing Account is in good standing. In the case of free Service(s) the Term is defined as so long as you access and use your Blockdaemon Account that is in good standing.
For Cause Termination by Either Party. Either party, unless stated outside within the clauses below, may immediately terminate this Agreement for an active, applicable, Service(s) Term if any of the following occurs regarding the Service(s) (a “For Cause Termination”):
Either party is in material breach of any of obligations under this Agreement, or any of our other applicable policies, and the breach is not rectified or is non-rectifiable;
If it can be rectified, it must be so rectified within ten (10) business days, or if a longer duration is set by applicable law then that such duration, of the breach by the breaching party and at their own cost;
You have outstanding non-paid fee(s) past due, for avoidance of doubt a cancellation of a pending charge or dispute of a charge by you that results in us being unable to obtain or retain fee(s) shall constitute as contemporaneous (for pending) or retroactive (for disputed) non-payment;
You are reasonably believed to be or found guilty of fraudulent or dishonest dealings in connection with our Service(s) subject to this Agreement or any other between yourself and us;
You use the Services in any manner that violates applicable law;
Your use of the Services infringes the intellectual property or privacy rights of a third party;
You transmit or attempt to transmit any Harmful Code to the Services;
You use the Services in any manner that imposes or may impose an unreasonable burden or load on the Services or on our infrastructure; or
The reason falls under the limited circumstances set forth under 10.2.
Opt-out of Automatic Payment or Renewal. Depending on the Service(s) you access and use, you may be able to opt out of automatic payments or renewals. To check the availability of such rights, or to exercise them please contact our you Service team at [email protected]. In the event of Subscription cancellation, you will automatically be opted out of any future automatic payments and renewals associated with the canceled Service(s).
Effect of Termination. Upon For Cause Termination you will immediately lose your access to and use of the Service(s) and your Billing Account. For all other terminations you will continue to have access to the Services until the end of the applicable Subscription Term unless expressly stated otherwise in a writing by us or in the applicable Service Listing(s). After termination, your access and use will cease completely and we have no further obligations regarding the return of access nor use to your Content that remains with us or the Service(s).
For Cause Terminations due to your actions or immediate terminations by you for convenience, you shall not be entitled to a refund for any remaining Term of the terminated Service(s).
For Cause Terminations due to our action, immediate terminations by us for convenience, or for terminations under Section 10.2, we will issue you a prorated refund based on the remainder of any Service(s)’ Term that is affected by such termination. This shall be your only remedy in the event of a For Cause Termination by you.
Post Termination Data Recovery. Upon expiration or termination of this Agreement for any reason whatsoever, and within no more than thirty (30) business days following termination you must retrieve or delete your Data yourself. We may retain Confidential Information or copies thereof which contain insignificant extracts of or references to the Confidential Information, or that which we are required to retain by applicable law or to satisfy the rules or regulations of any applicable regulatory authority.
Surviving Clauses Post-Termination. Sections 5 (Term and Termination), 6 (Intellectual Proprietary), 7 (Confidentiality), 9 (Limitations of Liability), 10 (Indemnification), 11 (Binding Arbitration), 12 (Waiver of Class Action), 13 (Equitable Relief), and 14 (General Provisions).
INTELLECTUAL PROPERTY.
Our Content. The Service(s), Platform(s), Discord, Community, Marketplace(s) and any other location in which we control the published content may contain material, such as software, text, graphics, images, designs, sound recordings, audiovisual works, and other material provided by or on behalf of us (collectively referred to as the “OurContent”). Our Content is owned by or licensed to us and at all times is protected under both United States and foreign laws. Unauthorized use of Our Content may violate copyright, trademark, and other applicable laws. In using the Services you are given no rights in or to Our Content, and will not use Our Content except as permitted under these Terms absent prior written consent from us. You must retain all copyright and other proprietary notices contained within the original form of Our Content and on any copy or other duplication (including screenshots) you create. You may not sell, transfer, assign, license, sublicense, modify, reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use Our Content in any way for any public or commercial purpose not permitted under these Terms. THE USE OR POSTING OF OUR CONTENT WITHOUT PRIOR WRITTEN PERMISSION FROM US FOR ANY PURPOSE IS EXPRESSLY PROHIBITED.
Branding and Trademarks. The trademarks, service marks, and logos used and displayed on the Services may be registered and/or unregistered trademarks or service marks of ours or of our licensors (collectively, the “Trademarks”). Nothing in these Terms of Service nor in using our Service(s) should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks is prohibited unless approved in advance by us in writing as all goodwill and reputation generated from the use of the Trademarks is associated with us or our licensors we retain sole rights to and control of their use.
Your Content. Subject to this Agreement, you hereby grant us a non-exclusive, worldwide, fully paid-up, royalty-free right and license, with the right to grant sublicenses, to reproduce, execute, use, store, archive, modify, perform, display, and distribute your any data, information, and other materials that you or your Authorized Users submit to our Platform(s), including, without limitation, any information pertaining to you and your Authorized Users that is not otherwise protected by our Privacy Policy (https://www.blockdaemon.com/privacy-policy) solely for the purpose of providing you with access to and usage of our Service(s) (“Your Content”).
Service Performance Data. You acknowledge and agree that we will aggregate Your Content along with the technical and other data about your use of the Services, to create Service Performance Data, which excludes any personally identifiable information. You acknowledge that we own the Service Performance Data. For clarity, Service Performance Data does identify you as a source of any Service Performance Data and such data is additionally subject to the obligations iterated in our Privacy Policy (https://www.blockdaemon.com/privacy-policy).
Feedback. During the Term(s) of this Agreement you or your Authorized Users may elect to provide us with feedback, comments, and suggestions with respect to our Service(s) (“Feedback”). In communicating such feedback with us, you hereby agree that we are free to use, reproduce, disclose, and otherwise utilize any and all Feedback in perpetuity without compensation or attribution to you or any submitting Authorized User of yours.
Publicity. During the Term(s) of this Agreement, we may refer to you as a “you” of our Service(s). In connection therewith, we may use your corporate name, trade name, trademarks, and corporate logos. Any goodwill arising from the use of such name and logos will insure solely to your benefit.
CONFIDENTIALITY.
Confidentiality. “Confidential Information” means: (i) with respect to us, the Service(s), the Node(s), the Service Performance Data, the Documentation, and any and all source code relating thereto and any other non-public information or material regarding our legal or business affairs, financing, customers, properties, pricing, products, services, or data; and (ii) with respect to you, the you Materials and any non-public information or material regarding you, your legal or business affairs, financing, employees, customers, properties, or data. Notwithstanding any of the foregoing, Confidential Information does not include information which: (a) is or becomes public knowledge without any action by, or involvement of, the Party to which the Confidential Information is disclosed (the “Receiving Party”); (b) is documented as being known to the Receiving Party prior to its disclosure by the other Party (the “Disclosing Party”); (c) is independently developed by the Receiving Party without reference or access to the Confidential Information of the Disclosing Party and is so documented; or (d) is obtained by the Receiving Party without restrictions on use or disclosure from a third party. At all times the party receiving Confidential Information will protect and preserve the Confidential Information of the Discloser as confidential, using no less than the reasonable degree of care with which they protect and preserve their own confidential and proprietary information. The Receiver will not use the Confidential Information for any purpose except to perform their obligations and exercise its rights under these Terms of Use. The Receiver may disclose, distribute, or disseminate the Discloser’s Confidential Information to any of its officers, directors, members, managers, partners, employees, contractors or agents (singularly and collectively “Representative(s)”), provided that the Receiver reasonably believes that their Representatives have a need to know and such Representatives are bound by confidentiality obligations at least as restrictive as those contained here. The Receiver will not disclose, distribute, or disseminate the Confidential Information to any third party, other than their Representatives, without the prior written consent of the Discloser. The Receiver will at all times remain responsible for any violations of these Terms of Use by themselves and any of their Representatives.
Legally Compelled Disclosure. If legally compelled to disclose any of the Discloser’s Confidential Information, the Receiver will provide the Discloser with prompt prior written notice, when practicable, of such requirement so the Discloser may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Section. If such protective order or other remedy is not obtained or the Discloser waives compliance with the provisions of this Section, the Receiver may furnish only that portion of the Confidential Information which it is advised by their counsel is legally required to be disclosed, and will use its best efforts to insure that confidential treatment will be afforded such disclosed portion of the Confidential Information.
Specific Performance and Injunctive Relief. The Receiving Party acknowledges that in the event of a breach of Section 7.1 by the Receiving Party or their Representatives, substantial injury could result to the Disclosing Party and money damages will not be a sufficient remedy for such breach. Therefore, in the event that the Receiving Party or their Representatives engage in, or threaten to engage in any act which violates Section 7.1, the Disclosing Party will be entitled to injunctive relief (including, without limitation, temporary restraining orders, or preliminary or permanent injunctions) and specific enforcement of the terms of Section 7.1 in addition to all other remedies available under applicable law. The Disclosing Party will not be required to post a bond or other security in connection with the granting of any such relief.
REPRESENTATIONS, WARRANTIES AND OUR DISCLAIMER.
Representations and Warranties.
Each party represents and warrants to the other that they:
Are duly organized, validly existing, and in good standing under its jurisdiction of organization and has the right to enter into these Terms of Service;
That the execution, delivery, and performance of these Terms of Service and the consummation of the transactions contemplated hereby are within their corporate powers and have been duly authorized by all necessary corporate action, and constitute a valid and binding agreement to which they are bound;
They have the full power, authority, and right to perform the obligations and rights hereunder;
Their performance under these Terms of Service shall comply with all applicable laws, rules, and regulations, including, without limitation, all applicable national and international laws, regulations, notices, and guidelines relating to information privacy;
You further represent and warrant to us:
That you have obtained and shall obtain all necessary rights and consents to provide us with the Your Content including, with respect to any personal information contained therein, the express consent from any applicable individuals to disclose and transfer such information to us for the purposes contemplated herein;
That Your Content and our Service(s) do not and shall not infringe, misappropriate, or otherwise violate the rights of any third party including, without limitation, intellectual property rights;
That you are not located in a country subject to an embargo instated by United States (“U.S.”) Government, or that has been designated by the U.S. Government as a “terrorist supporting” country or similar list, nor similar iterations issued by the European Union (“EU”); and
You may not use any of our Service(s) if you are the subject of sanctions or of sanctions consistent with the laws of the EU or U.S. as imposed by the governments of the country where you are using our Service(s). You must comply with all EU, U.S., or other export and re-export restrictions that may apply to goods, software, technology, and services.
DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8.1, THE SERVICES, WEBSITE, THEIR COMPONENTS, ANY DOCUMENTATION, AND ANY OTHER MATERIALS PROVIDED BY US HEREUNDER ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND NEITHER WE NOR ANY OF OUR LICENSORS MAKES ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SAME OR OTHERWISE IN CONNECTION WITH THESE TERMS OF SERVICE, AND HEREBY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. TO THE EXTENT THAT WE AND OUR LICENSORS MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
LIMITATION OF LIABILITY. IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: NEITHER PARTY SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) ANY DIRECT DAMAGES, NOT ATTRIBUTABLE TO PERSONAL INJURIES, THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE SERVICES OR WEBSITE SHALL BE LIMITED TO THE TOTAL FEES THAT YOU HAVE PAID TO US WITHIN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO ANY CLAIM. SOME JURISDICTIONS, INCLUDING THE STATE OF NEW JERSEY, DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. THEREFORE, SOME OF THE ABOVE LIMITATIONS ON WARRANTIES IN THIS SECTION MAY NOT APPLY TO YOU. NOTHING IN THESE TERMS OF USE SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU.
NO ACTION, REGARDLESS OF FORM, ARISING FROM OR PERTAINING TO THIS AGREEMENT MAY BE BROUGHT BY you MORE THAN TWELVE (12) MONTHS AFTER SUCH ACTION HAS ACCRUED.
INDEMNIFICATION.
Indemnification by you. You will indemnify, defend, and hold us, our affiliates, our licensors, and hosting providers, and our and their respective Representatives harmless from and against any and all damages, losses, liabilities, costs, and expenses, including reasonable attorneys’ fees (“Losses”) incurred by any of such indemnified parties in connection with any third-party action, claim, or proceeding (each, a “Claim”) arising from or relating to: (1) your or any of your Authorized Users’ breach or violation of these Terms of Service; (2) your access or use of the Service(s); or (3) your or any of your Authorized Users’ negligence, gross negligence or willful misconduct.
Indemnification by us. We will indemnify, defend, and hold you and your Representatives harmless from and against any and Losses incurred by any such indemnified parties in connection with any third-party Claim (1) arising from our gross negligence or willful misconduct, or (2) alleging that you or your Authorized Users’ access to and use of the Service(s) in compliance with these Terms of Service infringes or misappropriates any third-party intellectual property rights (an “Infringement Claim”). In the event that we reasonably determine that the Service(s) are likely to be the subject of a third-party Infringement Claim, we will have the right (but not the obligation), at our own expense, to: (3) procure for you the right to continue to use the Service(s) as provided in these Terms of Service; (4) replace the infringing components of the Service(s) with other components with equivalent functionality; or (5) suitably modify the Services so that it is non-infringing and functionally equivalent. If none of the foregoing options are available to us on commercially reasonable terms, we may terminate these Terms of Service without further liability to you. Notwithstanding the foregoing, we are not obligated to indemnify, defend, or hold you or your Representatives harmless with respect to any third-party Infringement Claim to the extent the Infringement Claim arises from or is based upon (6) your or your Authorized Users’ use of the Service(s) not in accordance with the Documentation or these Terms of Use; (7) any unauthorized modifications, alterations, or implementations of the Service(s) made by or on behalf of you (other than by us); (8) use of the Service(s) in combination with unauthorized modules, apparatus, hardware, software, or services not supplied or specified in writing by us; or (9) use of the Service(s) in a manner or for a purpose for which it was not designed. This Section 10.2 states your sole and exclusive remedy, and our sole and exclusive liability, regarding any third-party Infringement Claim.
Procedure. The indemnification obligations set forth in Section 10.1 and Section 10.2 are subject to the indemnified party: (1) promptly notifying the indemnifying party of the Claim, provided, however, that any failure of the indemnified party to provide prompt written notice pursuant to this Section 10.3 shall excuse the indemnifying party only to the extent that it is prejudiced thereby; (2) providing the indemnifying party, at its sole cost and expense, with reasonable cooperation in the defense of the Claim; and (3) providing the indemnifying party with sole control over the defense and negotiations for a settlement or compromise of the Claim, provided that the indemnifying party may not make any admission of liability on behalf of the indemnified party without the indemnified party’s approval.
BINDING ARBITRATION. In the event of a dispute arising under or relating to these Terms of Use or the Service(s) (each, a “Dispute”), either party may elect to finally and exclusively resolve the dispute by binding arbitration governed by the Federal Arbitration Act (“FAA”). Any election to arbitrate, at any time, shall be final and binding on the other party. IF EITHER PARTY CHOOSES ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator selected and agreed upon jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website www.jamsadr.com. Each Party will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration will be conducted in English, unless otherwise mutually agreed to by the parties in a signed writing, and be conducted in person, through the submission of documents, by phone, or online as mutually agreed upon by the parties. If conducted in person, the arbitration shall take place in New York, New York. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. As set forth in Section 13 below, nothing in these Terms of Use will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.
WAIVER OF CLASS ACTION . You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (1) no arbitration or proceeding shall be joined with any other; (2) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (3) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
EQUITABLE RELIEF. You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce these Terms of Use. We may, without waiving any other remedies under these Terms of Use, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in the State of Delaware for purposes of any such action by us.
GENERAL PROVISIONS.
Cooperation. You acknowledge that we and certain Affiliates of ours are obligated to report certain information to relevant authorities. As a result, you agree to promptly provide such information or cooperation as we may reasonably request in order to address any matters with, or inquiries by, any regulatory authority related to the Service(s). You will cooperate with Blockdaemon’s due diligence assessment process upon initial onboarding and from time to time during the term of this Agreement. Such cooperation will include, but not be limited to, you responding to our questionnaires and providing supporting documentation and in limited cases, access to select personnel. We will not request due diligence questionnaire responses from you more than once in any given twelve (12) month period unless otherwise required by our legal or regulatory obligations. You agree to notify us of any material changes to your questionnaire responses, such material changes include but are not limited to change of entity name, change of residence or other listed notice address, change of directors, and so on.
External Sites. Our Platforms may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.
Assignment. Neither party may assign or otherwise transfer any of its rights or obligations under these Terms of Service without the prior, written consent of the other party; provided, however, that a party may, upon written notice to the other party and without the consent of the other party, assign or otherwise transfer these Terms of Service in connection with a change of control transaction (whether by merger, consolidation, sale of equity interests, sale of all or substantially all assets, or otherwise). Any assignment or other transfer in violation of this Section will be null and void. Subject to the foregoing, these Terms of Service will be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns.
Waiver. No failure or delay by either party in exercising any right or remedy under these Terms of Service will operate, or be deemed to operate, as a waiver of any such right or remedy.
Governing Law. These Terms of Service will be governed by and construed in accordance with the laws of the State of Delaware, without regard for choice of law provisions thereof.
Relationship of the Parties. Neither party will be deemed to be an employee, agent, partner, joint venturer, or legal representative of the other party for any purpose, and neither party will have any right, power, or authority to obligate the other party.
Severability. If any provision of these Terms of Service is found invalid or unenforceable by a court of competent jurisdiction, that provision will be amended to achieve as nearly as possible the same economic effect as the original provision, and the remainder of these Terms of Service will remain in full force and effect. Any provision of these Terms of Service, which is unenforceable in any jurisdiction, will be ineffective only as to that jurisdiction, and only to the extent of such unenforceability, without invalidating the remaining provisions hereof.
Force Majeure. Except for your obligations to pay any fees and other amounts due hereunder, neither Party will be deemed to be in breach of these Terms of Service for any failure or delay in performance to the extent caused by reasons beyond its reasonable control, including, but not limited to, acts of God, acts of any governmental body, war, insurrection, sabotage, armed conflict, terrorism, embargo, fire, flood, strike or other labor disturbance, unavailability of or interruption or delay in telecommunications or third-party services, or virus attacks or hackers.
Third-Party Beneficiaries. The parties agree that there are no third-party beneficiaries under these Terms of Service.
Notices. Any notice under or in connection with these Terms of Service shall be in writing and shall be sent by confirmed facsimile, electronic mail, nationally recognized (in the country of the sending party) overnight courier or certified mail (return receipt requested) to: (1) in the case of notice to you by us, the electronic or physical address that you provide when registering your Billing Account; (2) for notice by you to us to either [email protected] cc [email protected] or our then-current address of our corporate headquarters set forth on our corporate website (https://blockdaemon.com). You may change your physical notice address by written notice to us at [email protected] and your electronic mail address by updating your profile information for your Billing Account.
Export. You will not export or re-export, either directly or indirectly, the Service(s) or any copies thereof in such manner as to violate the export laws and regulations of the EU or U.S. or any other applicable jurisdiction in effect from time to time (including, without limitation, when such export or re-export requires an export license or other governmental approval without first obtaining such license or approval). Without limiting the foregoing, you will not permit Authorized Users or any third parties to access or use the Service(s) in violation of any EU or U.S. export embargo, prohibition, or restriction.
Complete Understanding. These Terms of Service, together with all Order Forms (if any), the applicable Service Listing(s), our Privacy Policy, and the policies of our Payment Processor executed by your access and use of our Service(s), paid or not, constitutes the final and complete agreement between us regarding the subject matter hereof, and supersede any prior or contemporaneous communications, representations, or agreements between the parties, whether oral or written, including, without limitation, any confidentiality or non-disclosure agreements. Headings are for convenience only and shall not be used to limit or interpret the meaning of any of the provisions of these Terms of Service.
SUPPORT SERVICES. We will provide to you the following support levels for the Service(s) subscribed to by you.
Service Commitments. We shall ensure that the Service(s) we deploy and operate have an Actual Uptime of at least 99.9% during each rolling thirty (30) day period. In the event that the Actual Uptime for any Service or Node is less than 99.9% of Total Scheduled Availability in any calendar month, we shall provide a Service Credit to you against fees payable to us hereunder for the following invoicing cycle based on the Actual Uptime achieve for any such month.
Customer Support Service Tiers. The Support Service tier will correspond with the Service selected and Blockdaemon will provide the Support Services associated with the relevant tier.
Incident Reporting.You can report incidents as described below. We will categorize the incidents as Incident Severity Level 1, 2, 3, or 4 and handle each as described in the chart below. If you disagree with our categorization, you shall advise us of such disagreement and the parties shall use commercially reasonable efforts to resolve the conflict.
Support Access / Response Methods. Our Customer Support time team is the first point of contact for any urgent incident reporting and support queries/questions.
To open Incidents and Requests, you must use the our Support Portal: www.support.blockdaemon.com /hc/en-us/requests/new
To raise Incident Severity Levels 1 and 2 only, use our Support Hotline: [email protected].
Support Hours of Operations: 24x7x365 support for logging and managing incidents. On-call available 24x7x365 for additional fees.
Maintenance. We may from time to time temporarily suspend one or more components of its Services for maintenance. We will use commercially reasonable efforts to conduct any maintenance in windows of four (4) hours or less. We will provide notice to the you about each type of maintenance as described below:
Service Credits.In the event we fail to make the Services available as described above, you shall be entitled to receive a service credit (a “Service Credit”) which shall be a percentage of the fee (paid or payable) of the respective calendar month, or pro-rata portion thereof (the “Service Period”) as described below. Once due, a Service Credit shall be applied as a reduction in the fee in respect of the next following calendar month. If a Service Credit is due in connection with the final Service Period hereunder, we will remit to the you a refund of the relevant percentage of the fee paid.
Service Credit Process. To claim a Service Credit, you must send an email to: [email protected] with “Service Credit Request” in the subject line.
Status of Service Credits. We acknowledge that a Service Credit is a price adjustment to reflect the reduced level of service you have received during the applicable Service Period.
The following table contains the level of Service Credit which will be issued:
