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BETA PROGRAM TERMS
This Beta program Terms (the “Terms”) sets forth the terms under which Blocknative Corporation, (“Blocknative”) will provide the Blocknative blockchain usability software (the “Platform”) and services (the “Services”) available to you, a blockchain Developer (the “Developer”) for use with your blockchain-based application (the “Application”). Because this is a beta release of the Platform and Services, the parties acknowledge that the Platform and Services may change during the course of the beta program and that at the end of the beta program a new set of agreements will need to be entered into between the parties to allow for continued access to the Platform and Services. You agree that these Terms are legally binding upon you and equivalent to any written negotiated agreement signed by you. Your use of the Platform and Services (as defined below) is subject to these Terms.
THESE TERMS CREATE A BINDING LEGAL CONTRACT BETWEEN YOU AND BLOCKNATIVE. BY USING THE PLATFORM AND SERVICES, YOU REPRESENT AND WARRANT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS, YOU MUST NOT USE, AND ARE NOT AUTHORIZED TO USE, ALL OR ANY PORTION OF THE PLATFORM OR SERVICES.
1. Grant of License. Subject to the terms and conditions of this Agreement and solely for the Beta Term (as defined below), Blocknative hereby grants to Developer a limited, non-exclusive, non-transferable right (a) to download, copy, and execute the beta software and APIs specified by Blocknative (the “Beta Integration Tech”) solely for the purpose of integrating and enabling communication between the Application and the Platform and (b) to access and use systems that Blocknative makes available to provide the Platform and Services solely for Developer’s own internal business purposes and solely to assist Blocknative in testing, evaluating, and improving the Platform and Services. Developer may use the Platform, Services, and Beta Integration Tech only as provided in this Agreement and only in accordance with the reasonable instructions of Blocknative including documentation intended by Blocknative to provide Developer Users and Application Users (each as defined below) on the use of the Platform and Services (“Documentation”).
2. Evaluation and Beta Feedback. In connection with its use of the beta version of the Platform, Developer agrees to assist Blocknative in testing, evaluating, refining, and improving the Platform and Services. Developer agrees to use the beta version and to promptly report problems to Blocknative whenever the beta version does not perform in accordance with the Documentation. Periodically, and at Blocknative’s request, Developer will provide to Blocknative comments, criticisms, suggested improvements, and other feedback, about the use, operation, functionality, and features of the Platform and Services, either in-person or online (collectively, the “Beta Feedback”). The Beta Feedback will include any information about operating results, known or suspected bugs, errors or compatibility problems, user-desired features, and the results benchmark or similar testing conducted by Developer. In addition, Developer will report to Blocknative any unusual, unplanned, or out-of-the-ordinary performance observed by Developer. Developer agrees that Blocknative has the right to use the Beta Feedback at its sole discretion on an unlimited basis, including incorporating all or some of the Beta Feedback into the products and services of Blocknative or any other party, and hereby assigns to Blocknative all right, title, and interest in and to the Beta Feedback.
3. Open Source Software. Certain items of independent, third-party code may be included in the Platform and Services, including the Beta Integration Tech that are subject to open source licenses (“Open Source Software”). Such Open Source Software is licensed under the terms of the license that accompanies such Open Source Software. Nothing in these Terms limits Developer’s rights under, or grants Developer rights that supersede, the terms and conditions of any applicable end user license for such Open Source Software. In particular, nothing in these Terms restricts Developer’s right to copy, modify, and distribute such Open Source Software.
4. Pricing. The Platform and Services is provided by Blocknative free of charge. Notwithstanding the foregoing, Blocknative reserves the right to charge a fee for the Platform and/or Services for uses of the Platform and Services over a certain rate or for certain types of commercial applications in its sole discretion upon modification of these Terms.
5. Application and Responsibilities
(a) Developer Content. “Developer Content” means all content, information, and functionality contained within the Application. Developer will obtain all third-party licenses, consents, and permissions needed for Blocknative to use the Developer Content and the Application to provide the Platform and Services. Developer grants to Blocknative a royalty-free, license during the Term to use the Developer Content (including Developer and any Client trade marks) for the purpose of: (i) performing the Services, (ii) improving the Platform, and (iii) generating and disclosing statistics regarding use of the Services.
(b) Legal Compliance. Developer is solely responsible for the appropriateness of the Developer Content and the Application and to ensure their compliance with Applicable Laws. “Applicable Laws” mean all international, federal, state, and local laws, regulations, rules, and industry best practices including those regarding (a) gift cards and rewards programs, (b) gaming, sweepstakes and contests; (c) consumer protection laws, including laws regarding marketing, truth in advertising, deceptive or misleading trade practices, celebrity endorsements, and state and federal securities law (d) all Applicable Laws relating to the generation of the cryptocurrency and (e) anti-money laundering (AML), counter terrorist financing, and economic and trade sanctions. Developer will in all cases meet the standards set by the Financial Action Task Force (FAFT), an international body for Developer identification and prevention of illicit finance.
(c) Restrictions on Use. Except as expressly permitted herein, Developer will not, and Developer not permit its Permitted Users or other third-party to: (i) license, sublicense, sell, resell, rent, timeshare, transfer, assign, distribute, or otherwise commercially exploit or make available in any way to any third-party any service or software or other materials or information included with the Platform, Services, or Beta Integration Tech; (ii) make derivative works of, or otherwise modify, the Platform or Beta Integration Tech; (iii) reverse engineer (except to the limited extent required to be permitted by mandatory applicable law notwithstanding contractual prohibition) or otherwise attempt to discover any source code of or trade secrets embodied in the Platform, Services, or the Beta Integration Tech; (iv) download, install or otherwise use any Beta Integration Tech in an application other than the Developer Application; (v) access , use, or copy any aspect of the Platform or Beta Integration Tech or any portion of the Services or Documentation of any Services in order to build a competitive product or service; (vi) use the Platform to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (vii) use the Services to store or transmit malware; (viii) interfere with, disrupt the integrity or performance of, or attempt to gain unauthorized access to, the Platform; (ix) remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark, or any other intellectual property notice or legend on any part of the Services; or (x) otherwise use the Services in a manner that violates or is inconsistent with this Agreement, the Documentation, applicable laws, Developer’s internal policies, or the rights of any person, including, without limitation, Permitted Users and Blocknative. Blocknative reserves the right, in its sole discretion and without penalty, to terminate or suspend Developer’s use of the Services or any portion thereof, at any time and without notice upon Blocknative’s determination that Developer has violated any of the foregoing restrictions; provided, Blocknative will promptly deliver notice thereafter to Developer notifying Developer of such action.
6. Ownership. The Developer Content and the Developer Application are the exclusive property of Developer and its licensors. All rights in and to the Developer Content and the Developer Application that are not expressly granted to Blocknative in the Agreement are hereby reserved by Developer and its licensors. The Platform, Services, Beta Integration Tech, Documentation, and all other materials provided by Blocknative hereunder are the exclusive property of Blocknative and its licensors. All rights in and to the Platform, Services, Beta Integration Tech and Documentation that are not expressly granted to Developer in the Agreement are hereby reserved by Blocknative and its licensors.
7. Permitted Users. Developer will be permitted to designate two different types of users: (a) “Developer Users,” who are employees or contractors of Developer and who are responsible to integrate the Beta Integration Tech with the Developer Application and otherwise administer the use of the Platform and Services and (b) “Application Users” who are end-users of the Developer Application that contain the Beta Integration Tech (collectively, the Developer Application with the Beta Integration Tech integrated, the “Integrated Application”, and collectively the Developer Users and Application Users, “Permitted Users”). Developer agrees that prior to allowing any Application User to use the Integrated Application, Developer will require that the Application User agrees to a valid and enforceable Application User Agreement that contains the following minimum terms: (i) title to and ownership of the Blocknative Platform remains with Blocknative; (ii) the Application User may not (A) copy, alter, or modify the Platform, (B) reverse engineer, decompile, disassemble, or in any way attempt to derive the source code for the Platform, or (iii) use the Platform except as embedded within the Application; (iv) express and implied warranties regarding the Platform by Blocknative are disclaimed and (v) all consequential, special, and indirect damages are disclaimed on behalf of Blocknative.
8. Confidentiality. “Confidential Information” includes any other materials of Blocknative that Blocknative designates as confidential or which Developer should reasonably believe to be confidential. Developer shall hold Blocknative Confidential Information in confidence and shall neither disclose such Confidential Information to third parties nor use Blocknative Confidential Information for any purpose other than as necessary to perform under these Terms. Developer agrees to limit access to the Confidential Information to those employees, agents, and representatives who are necessary for Developer to perform its obligations under these Terms. All such employees, agents, and representatives must have a written confidentiality agreement with Developer that is no less restrictive than the terms contained herein. Developer will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Developer protects its own confidential or proprietary information of a similar nature and with no less than reasonable care. The foregoing restrictions on disclosure shall not apply to Confidential Information that is (a) already known by Developer; (b) becomes, through no act or fault of Developer, publicly known; (c) received by Developer from a third-party without a restriction on disclosure or use; or (d) independently developed by Developer without reference to Blocknative Confidential Information.
(a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, SERVICES, AND DOCUMENTATION ARE PROVIDED “AS IS,” AND BLOCKNATIVE MAKES NO (AND HEREBY DISCLAIMS ALL) OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, COURSE OF DEALING, TRADE USAGE OR PRACTICE, SYSTEM INTEGRATION, DATA ACCURACY, MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. BLOCKNATIVE DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE PLATFORM AND SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY BLOCKNATIVE OR ITS AGENTS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.
(b) Developer acknowledges that the regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and Blocknative could be impacted by one or more regulatory inquiries or regulatory action, which could impede or limit the ability of Blocknative to continue to develop, or which could impede or limit your ability to access or use the Services.
(c) THE SERVICES WILL RELY ON THIRD-PARTY PLATFORMS SUCH AS METAMASK TO PERFORM CRYPTO TRANSACTIONS. IF BLOCKNATIVE IS UNABLE TO MAINTAIN A GOOD RELATIONSHIP WITH SUCH PLATFORM PROVIDERS; IF THE TERMS AND CONDITIONS OR PRICING OF SUCH PLATFORM PROVIDERS CHANGE; IF BLOCKNATIVE VIOLATES OR CANNOT COMPLY WITH THE TERMS AND CONDITIONS OF SUCH PLATFORMS; OR IF ANY OF SUCH PLATFORMS LOSES MARKET SHARE OR FALLS OUT OF FAVOR OR IS UNAVAILABLE FOR A PROLONGED PERIOD OF TIME, ACCESS TO AND USE OF THE SERVICES WILL SUFFER, AND BLOCKNATIVE SHALL NOT BE HELD LIABLE FOR ANY SUCH ADVERSE EFFECT.
(d) The parties acknowledge that there are risks associated with using an Internet-based currency, including but not limited to, the risk of hardware, software, and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within an Application User’s wallet. Developer accepts and acknowledges that Blocknative will not be responsible for any communication failures, disruptions, errors, distortions, or delays that Blocknative or Application Users may experience when using the Services, however caused. Blocknative shall not be held liable for any failure, error, compromise, breach, or unauthorized access of the Platform and/or Services.
10. LIMITATION OF LIABILITY. IN NO EVENT WILL BLOCKNATIVE BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING ANY LOST PROFITS OR LOSS OF USE, ARISING FROM OR RELATING TO THIS AGREEMENT, EVEN IF BLOCKNATIVE KNOWS OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BLOCKNATIVE’S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) WILL NOT EXCEED THE AMOUNT DEVELOPER HAS ALREADY PAID TO BLOCKNATIVE FOR THE APPLICABLE SERVICES UNDER THE THEN-CURRENT ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE EVENTS GIVING RISE TO SUCH DAMAGES. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.
11. Indemnity. Developer agrees to indemnify and hold Blocknative harmless, including costs and attorneys’ fees, from any claim or demand made by any third-party due to or arising out of (a) Developer Application; (b) Developer’s violation of these Terms; or (c) Developer’s violation of applicable laws or regulations. Blocknative reserves the right, at Developer’s expense, to assume the exclusive defense and control of any matter for which Developer is required to indemnify Blocknative and Developer agrees to cooperate with Blocknative defense of these claims. Licensee agrees not to settle any matter without the prior written consent of Blocknative. Blocknative will use reasonable efforts to notify Developer of any such claim, action, or proceeding upon becoming aware of it.
12. Miscellaneous. Neither the rights nor the obligations arising under these Terms are assignable by Developer, and any such attempted assignment or transfer shall be void and without effect. This Agreement will be governed and interpreted pursuant to the laws of the State of Colorado, United States of America, notwithstanding any principles of conflicts of law. The parties expressly waive and exclude the application of the Uniform Computer Information Transactions Act and the United Nations Convention on Contracts for the International Sale of Goods. Any action or proceeding arising from or relating to this Agreement will be brought in the state and federal courts sitting in Boulder County and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding. In the event that any provision of these Terms is found to be contrary to law, then such provision shall be construed as nearly as possible to reflect the intention of the parties, with the other provisions remaining in full force and effect. Any notice to Developer may be provided by email. These Terms constitute the entire agreement between the parties pertaining to the subject matter hereof, and any and all written or oral agreements previously existing between the parties are expressly canceled.