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Terms of Service
Welcome to Blocknative (“Blocknative”). The Blocknative Services (as defined below) available through the Blocknative website available at www.blocknative.com (the “Website”) is an online platform that provides developer libraries for integrating Ethereum wallets with front-end applications and enables users to set-up and subscribe to data streams related to publicly available blockchain transaction information available in the mempool. By clicking the “I accept” button, registering for an Account (as defined below) or using the Services, you personally, or if on behalf of the entity entering into this Agreement, that entity (you and the entity, each a “Subscriber”) agree to and are subject to the following terms and condition for the Services (the “Agreement”). If you do not fully agree to the terms of this Agreement, you are not authorized to access or otherwise use the Services. Capitalized terms are generally defined in Section 9.
1. Blocknative Services
1.1 License Grant. Subject to the terms and conditions of this Agreement, Blocknative grants to Subscriber a non-exclusive, non-transferable license, during the term of this Agreement, solely for Subscriber’s internal business purposes (a) to access and use the Services and in accordance with the Documentation; and (b) to use and reproduce a reasonable number of copies of the Documentation solely to support Subscriber’s use of the Services.
1.2 API Event Limits. The Services imposes API Event limits based on subscription tiers. In the event that Subscriber wishes to increase the number of API Events beyond the maximum number of API Events for which fees have been paid, Subscriber shall be required to pay additional fees associated with the increased pricing tier, prorated for the remainder of the then-current term.
1.3 Updates. During the term of this Agreement, Blocknative may, in its sole discretion, provide Subscriber with Updates. In the event of a material Update, Blocknative shall promptly inform Subscriber by email of such Update. Updates (if any) will be deemed to be part of the Services under this Agreement. Blocknative is not obligated to provide any Updates to the Services.
1.4 Accounts. To use certain features of the Services, Subscriber will need to create an account with Blocknative (“Account”), and provide certain information as prompted by the Website. Subscriber represents and warrant that: (a) all required registration information Subscriber submits is truthful and accurate; and (b) Subscriber will maintain the accuracy of such information. Blocknative may suspend or terminate Subscriber’s Account in accordance with Section 8. Subscriber may permit any Authorized Users to access and use the features and functions of the Services as contemplated by this Agreement. Subscriber is responsible for maintaining the confidentiality of its Account login information and is fully responsible for all activities that occur under its Account. Subscriber agrees to immediately notify Blocknative of any unauthorized use, or suspected unauthorized use of Subscriber’s Account or any other breach of security. Blocknative will not be liable for any loss or damage arising from Subscriber’s failure to comply with the above requirements.
1.5 Limitations. The Blocknative Property, including but not limited to all manuals, reports, records, programs, data, and other materials, and all Intellectual Property Rights in each of the foregoing, are the exclusive property of Blocknative and its suppliers. Subscriber agrees that it will not, and will not permit any Authorized User or other party to: (a) permit any party to access the Services or Documentation or use the Services, other than the Authorized Users authorized under this Agreement; (b) modify, adapt, alter, or translate the Blocknative Property, except as expressly allowed herein; (c) sublicense, lease, rent, loan, distribute, or otherwise transfer the Services or Documentation to any third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure, or organization) of the Services; (e) use or copy the Services or Documentation except as expressly allowed under this subsection; or (f) use the Service to conduct or promote any illegal activities. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Subscriber regarding the Blocknative Property or any part thereof, including any right to obtain possession of any source code, data, or other technical material relating to the Services.
1.6 Export. Subscriber agrees not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Blocknative, or any products utilizing such data, in violation of the United States export laws or regulations. In particular, but without limitation, the Blocknative Property may not be accessed or used by anyone on the U.S. Treasury Department’s list of Specifically Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By entering into this Agreement and/or using the Services, Subscriber represents and warrants that (i) Subscriber is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and (ii) Subscriber is not listed on any U.S. Government list of prohibited or restricted parties. Subscriber also will not use the Services for any purpose prohibited by U.S. law.
2. Fees and Expenses; Payments
2.1 Fees. In consideration for the access rights granted to Subscriber and the services performed by Blocknative under this Agreement, Subscriber will pay to Blocknative all fees charged to Subscriber’s Account as set forth on the pricing page of the Website, as amended from time to time, and as otherwise required by a particular Order Form. The prices stated on the pricing page or in an Order form are stated in U.S. dollars and must be paid in Bitcoin, Ethereum, USDC, DAI, or such other cryptocurrency, accepted by Blocknative (as determined in its sole discretion, at the time Subscriber subscribers to a Service) (“Cryptocurrency”), wire transfer, credit card, or such other payment method accepted by Blocknative,. If Subscriber provides credit card information to Blocknative, Subscriber authorizes Blocknative to charge such credit card for all services listed in the Account for the initial subscription term, and any renewal subscriber term(s), and any recurring fees and charges set forth therein. For payments made in Cryptocurrency, Blocknative will use reasonable efforts to convert the payment from Cryptocurrency to U.S. dollars (the “Conversion”) as quickly as possible after the payment at the conversion rate on such cryptocurrency exchange as we determine appropriate.
2.2 Payment Terms. All payment obligations are non-cancellable and all amounts paid are non-refundable. Any amounts not paid when due shall bear interest at the rate of one and one half percent (1.5%) per month, or the maximum legal rate, if less. Blocknative shall be entitled to withhold performance and discontinue service until all amounts due are paid in full. Blocknative’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Subscriber shall be responsible for payment of all such taxes, levies, or duties, excluding only taxes based solely on Blocknative’s income. Subscriber agrees to provide Blocknative with complete and accurate billing information and contact information. This information may include Subscriber’s legal name, street address, email address and name and telephone number of an authorized billing contact and license administrator. Subscriber agrees to update this information within thirty (30) days of any change to it. If the contact information Subscriber has provided is false or fraudulent, Blocknative may terminate Subscriber’s access to the Services in addition to other legal remedies.
2.3 Automatic Renewals. Unless Subscriber unsubscribes via its Account settings on the Website at least thirty (30) days prior to the expiration of its then-current subscription, Subscriber’s subscription will automatically be renewed for a term of equivalent duration to the prior subscription, at Blocknative’s then-current rate.
2.4 No Refunds. The amounts paid hereunder are non-refundable. In the event, Blocknative, in its sole discretion, issues a refund, such refund will be credited back to the same payment method used to make the payment and are exclusive of any processing fees previously paid by Subscriber. For payments made in Cryptocurrency, refunds will be at the currency conversion rate for such Cryptocurrency relative to the U.S. dollar in effect at the time the refund is provided. The exchange used to determine the currency conversion rate will be at Blocknative’s reasonable discretion.
As between Blocknative and Subscriber, the Blocknative Property and all worldwide Intellectual Property Rights in each of the foregoing, are the exclusive property of Blocknative and its suppliers. All rights in and to the Blocknative Property not expressly granted to Subscriber in this Agreement are reserved by Blocknative and its suppliers. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Subscriber regarding the Blocknative Property or any part thereof, including any right to obtain possession of any source code, data, or other technical material related to the Services.
4. Warranties and Disclaimers
4.1 Mempool Data. The Services collect and aggregate publicly broadcast Mempool Data. Blocknative therefore cannot guarantee, and makes no representations or warranties of any kind with respect to, the accuracy, completeness, or timeliness of any Mempool Data made available by the Services. Use of any Mempool Data is “as is” and “with all faults”.
4.2 By Subscriber. Subscriber represents and warrant to Blocknative that (a) Subscriber has the authority to enter into this agreement personally (if Subscriber is an natural person), or on behalf of the entity entering into this agreement, and to bind that entity, and (b) Subscriber will not use the Service to promote or conduct any unlawful activity.
4.3 Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, DOCUMENTATION, AND SERVICES 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, MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE USE, MISUSE, OR INABILITY TO USE THE SERVICES, DOCUMENTATION, OR SERVICES (IN WHOLE OR IN PART) OR ANY OTHER PRODUCTS OR SERVICES PROVIDED TO SUBSCRIBER BY BLOCKNATIVE. BLOCKNATIVE DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE PRODUCTS AND SERVICES SHALL BE UNINTERRUPTED, SECURE, OR ERROR-FREE. SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR CONDITIONS OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO SUBSCRIBER.
5. Limitation of Liability
5.1 Types of Damages. TO THE EXTENT LEGALLY PERMITTED UNDER APPLICABLE LAW, NEITHER BLOCKNATIVE NOR ITS SUPPLIERS SHALL BE LIABLE TO SUBSCRIBER, FOR ANY SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE INCLUDING, BUT NOT LIMITED TO DAMAGES OR COSTS DUE TO LOSS OF PROFITS, DATA, REVENUE, GOODWILL, PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN CONNECTION WITH BLOCKNATIVE’S PERFORMANCE HEREUNDER OR THE USE, MISUSE, OR INABILITY TO USE THE SERVICES, DOCUMENTATION, SERVICES OR OTHER PRODUCTS OR SERVICES HEREUNDER, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, EVEN IF BLOCKNATIVE HAS BEEN NOTIFIED OF THE LIKELIHOOD OF SUCH DAMAGES.
5.2 Amount of Damages. THE MAXIMUM LIABILITY OF BLOCKNATIVE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, INCLUDING THE PERFORMANCE OF ITS INDEMNIFICATION OBLIGATIONS, SHALL NOT EXCEED THE FEES PAID (AS EXPRESSLY IN U.S. DOLLARS AT THE TIME OF THE PAYMENT) BY SUBSCRIBER TO BLOCKNATIVE DURING THE TWELVE (12) MONTHS PRECEDING THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY, IF THE AGREEMENT HAS BEEN IN EFFECT ONE YEAR OR MORE. IN NO EVENT SHALL BLOCKNATIVE’S SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT. NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE BLOCKNATIVE’S LIABILITY FOR GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF BLOCKNATIVE OR ITS EMPLOYEES OR AGENTS OR FOR DEATH OR PERSONAL INJURY. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO SUBSCRIBER.
5.3 Basis of the Bargain. The parties agree that the limitations of liability set forth in this Section shall survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties acknowledge that the prices have been set and the Agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties.
6.1 By Blocknative. Subject to the terms herein, including Section 5, Blocknative will (1) defend, or at its option settle, any suit filed by a third party against Subscriber (a “Suit”) to the extent such Suit claims that Subscriber’s use of the Blocknative Property as permitted in this Agreement constitutes Subscriber’s infringement or misappropriation by Subscriber of a third party’s intellectual property rights; and (2) pay (i) any final judgment or award directly resulting from such Suit or (ii) those damages agree to by Blocknative in a monetary settlement of such Suit. If any portion of the Services becomes, or in Blocknative’s opinion is likely to become, the subject of a claim of infringement, Blocknative may, at Blocknative’s option: (a) procure for Subscriber the right to continue using the Services; (b) replace the Services with non-infringing Services which do not materially impair the functionality of the Services; (c) modify the Services so that it becomes non-infringing; or (d) terminate this Agreement and refund any fees actually paid by Subscriber to Blocknative for the remainder of the term then in effect, and upon such termination, Subscriber will immediately cease all use of the Documentation, and Services. Notwithstanding the foregoing, Blocknative shall have no obligation under this section or otherwise with respect to any infringement claim that would not have arisen but for (x) any use of the Services not in accordance with this Agreement or as specified in the Documentation; (y) any use of the Services in combination with other products, equipment, services or data not supplied by Blocknative; or (z) any modification of the Services by any person other than Blocknative or its authorized agents. This subsection states the sole and exclusive remedy of Subscriber and the entire liability of Blocknative, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for infringement claims and actions.
6.2 By Subscriber. Subscriber will defend at its expense any suit brought against Blocknative, and will pay any settlement Subscriber makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim arising out of or relating to Subscriber’s breach or alleged breach of any of Subscriber’s representations or warranties herein.
6.3 Procedure. The indemnifying party’s obligations as set forth above are expressly conditioned upon each of the foregoing: (a) the indemnified party shall promptly notify the indemnifying party in writing of any threatened or actual claim or suit; (b) the indemnifying party shall have sole control of the defense or settlement of any claim or suit; and (c) the indemnified party shall cooperate with the indemnifying party to facilitate the settlement or defense of any claim or suit.
Blocknative may cancel, suspend, or block your use of the Blocknative Property without notice if there has been a breach of this Agreement by Subscriber. Subscriber’s right to use the Blocknative Property will end once Subscriber’s Account has been terminated, and any data that Subscriber may have stored on the Website or Services may be unavailable later, unless Blocknative is required to retain it by law. Subscriber may terminate its Account at any time by notifying Blocknative in writing; provided, that, such termination will not take effect until Subscriber’s then-current subscriptions have expired. In the event Subscriber terminates its Account, Subscriber will not be entitled to any refund of any prepaid fees and will be permitted to continue to use its Account until the expiration of its applicable subscription period(s). Blocknative is not responsible or liable for any records or information that is made unavailable to Subscriber as a result of Subscriber’s termination of its Account. SUBSCRIBER AGREES THAT BLOCKNATIVE WILL NOT BE LIABLE TO SUBSCRIBER OR ANY OTHER PARTY FOR ANY TERMINATION OF SUBSCRIBER’S ACCESS TO THE BLOCKNATIVE PROPERTY. Subscriber’s payment obligations and Sections 3, 5, 6, 7 and 8 shall survive the termination of this Agreement.
8.1 Governing Law and Venue. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of California, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Subscriber hereby expressly consents to the personal jurisdiction and venue in the state and federal courts for the county in which Blocknative’s principal place of business is located for any lawsuit filed there against Subscriber by Blocknative arising from or related to this Agreement. The laws of the jurisdiction where Subscriber is located may be different from California law. Subscriber shall always comply with all international and domestic laws, ordinances, regulations, and statutes that are applicable to its purchase and use of the Services, Documentation, or Services hereunder.
8.2 Notices. Where Blocknative requires that Subscriber provide an email address, Subscriber is responsible for providing Blocknative with its most current email address. In the event that the last email address Subscriber provided to Blocknative is not valid, or for any reason is not capable of delivering to Subscriber any notices required/permitted by this Agreement, Blocknative’s dispatch of the email containing such notice will nonetheless constitute effective notice. Subscriber may give Blocknative notice at the following address: Blocknative Corporation, 540 Howard Street, San Francisco, CA 94105. Such notice will be deemed given when received by Blocknative by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
8.3 Modifications. Blocknative reserves the right, at its discretion, to amend this Agreement on a going-forward basis at any time. Please check this Agreement periodically for changes. Blocknative may require you to consent to updates to this Agreement before further use of the Services is permitted. Any use of the Services following any updates or amendments to this Agreement by Blocknative shall constitute acceptance of the Agreement.
8.5 Consent to Electronic Communication. The communications between Subscriber and Blocknative use electronic means, whether Subscriber visits the Website or send Blocknative emails, or whether Blocknative posts notices on the Website or communicates with Subscriber via email. For contractual purposes, Subscriber (1) consents to receive communications from Blocknative in an electronic form; and (2) agrees that all terms and conditions, agreements, notices, disclosures, and other communications that Blocknative provides to Subscriber electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect Subscriber’s statutory rights.
8.6 General. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. Subscriber shall not assign, subcontract, delegate, or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining the prior written consent of Blocknative, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void; provided, however, that either party may assign this Agreement in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without any consent of the other party. The terms of this Agreement shall be binding upon the parties and their respective successors and permitted assigns. Any delay in the performance of any duties or obligations of either party (except the payment of amounts owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible. Subscriber’s relationship to Blocknative is that of an independent contractor, and neither party is an agent or partner of the other. Subscriber will not have, and will not represent to any third party that it has, any authority to act on behalf of Blocknative. This Agreement is the final, complete, and exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the parties with respect to such subject matters.
8.7 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument.
Capitalized terms shall have the meanings set forth in this section, or in the section where they are first used.
9.1 “API Event” means any API call made by Subscriber to the Services, or any notification pushed by the Services to Subscriber via an API related to any data channels/streams created and/or subscribed to by Subscriber.
9.2 “Authorized User” means any individual who is an employee of Subscriber or such other person or entity as may be authorized by Subscriber, to access one or more Services pursuant to Subscriber’s rights under this Agreement.
9.3 “Blocknative Property” means the Services, Documentation, Website, and all systems, networks, APIs, websites, data (other than Mempool Data) or other materials that are either owned or operated by Blocknative, or provided to Subscriber in connection with this Agreement.
9.4 “Documentation” means the technical materials provided by Blocknative to Subscriber in hard copy or electronic form describing the use and operation of the Services.
9.5 “Intellectual Property Rights” means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.
9.6 “Mempool Data” means any data made available via the Services collected from the mempool of certain blockchains monitored by the Services.
9.7 “Order Form” means a document, either physical or electronic, signed by both parties identifying a Service to be made available by Blocknative pursuant to this Agreement.
9.8 “Services” means Blocknative’s blockchain mempool data collection, aggregation, and filtering service as well as the Company’s front-end libraries for integrating Ethereum wallets with front-end applications (including all Updates made available by Blocknative during the Term) provided by Blocknative to Subscriber under this Agreement.
9.9 “Update” means an update, upgrade, enhancement or any other improvement to the Services that, in its discretion, Blocknative makes generally available to other subscribers as part of the standard Services.