Chain Online Customer Agreement (Standard Plan)
VERSION EFFECTIVE DATE: 4/16/2018
This Chain Online Customer Agreement (“Agreement”) is entered into by and between Chain (“Chain”) and the entity or person accessing the Service (“Customer” or “you”). If you are accessing or using the Service on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to “you” or “Customer” reference your company. The “Effective Date” of this Agreement is the date you first access the Service (as defined below) through any online provisioning or registration process.
Subscription Plans: Chain offers two types of subscription plans for customers to access and use the Service: a free “Standard Plan” (with the Transaction Limit designated below) and an enterprise “Custom Plan” (with higher limits on Transactions) (hereinafter referred to as the “Standard Plan” and “Custom Plan,” respectively). This Agreement applies to customers under the Standard Plan. If you expect to exceed the limit on Transactions for the Standard Plan, please contact us here for more information about our Custom Plan.
Modifications: You acknowledge and agree that Chain may modify the terms and conditions of this Agreement at any time in accordance with Section 11 (Modifications to Agreement). If you do not agree with such changes, your sole recourse is to terminate this Agreement under Section 6.1 (Term).
PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY DISPUTE RESOLUTION AND BINDING ARBITRATION PROVISION THAT REQUIRES THE USE OF ARBITRATION TO RESOLVE ANY DISPUTES.
BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING THE SERVICE, YOU ARE AGREEING TO BE BOUND BY ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT USE THE SERVICE. FOR CLARITY, EACH PARTY EXPRESSLY AGREES THAT THIS AGREEMENT IS LEGALLY BINDING UPON IT.
- 1.1. Overview. The Service (as defined below) is an online ledger platform, built on Chain’s proprietary cryptographic technology, designed to allow customers to manage transactions and balances related to their own applications. The Service is flexible, and can be used as the system of record for a variety of transaction and application types. Subject to this Agreement, Customer retains control and responsibility over its application(s) and its transactions entered into the Service.
1.2. Standard Plan Access.
- (a) Generally. This Agreement applies to use of the Service under a Standard Plan, which is free-of-charge up to the Transaction Limit specified below. Subject to this Agreement and the Documentation, Customer may access and use the Service solely for its own benefit. This includes the right to implement Chain Code on Customer’s systems in order to submit Transactions to the Service.
- (b) Transaction Limits. Currently, the “Transaction Limit” means a maximum of one (1) million Transactions across all Applications in a given calendar month (excluding read-only queries, which do not count against the Transaction Limit). If Chain notifies Customer that it has exceeded the Transaction Limit in any month, the parties will discuss converting Customer from a Standard Plan to a Custom Plan, and if the parties cannot come to terms within thirty (30) days following Chain’s notice, this Agreement will automatically terminate. The Transaction Limit applies to production ledgers only; there are no limits on Transactions for non-production ledgers.
- (c) Limited Functionality; Changes. The Service may have limited features or functionality under a Standard Plan compared to under a Custom Plan. In addition, Chain may make changes to the Service or the Standard Plan from time to time, including to remove certain features or functionality, to decrease the Transactions Limits, or to impose other usage limits. Chain may terminate Customer’s account(s), the Standard Plan or Customer’s access to the Service at any time for any reason (whether or not Chain continues offering the Service to other users), which will result in automatic termination of this Agreement. Chain will have no liability, and is not required to provide notice, for any of the actions described in this paragraph.
- (d) Permitted Users. Use of and access to the Service is permitted only by employees, affiliates and contractors of Customer acting for the sole benefit of Customer (“Permitted Users”). For clarity, this does not prohibit Customer’s making available its Applications to third parties or submitting Transactions to the Service based on third parties’ use of such Applications. Customer must ensure at all times that Permitted Users comply with all of the terms and conditions of this Agreement. Customer is solely responsible for managing its accounts, credentials, passwords and keys required to access the Service and for any actions taken using the foregoing.
- "Application" means any software application or online service owned or operated by Customer that Customer uses with the Service.
- "Chain Code" means the SDK or other code provided by Chain to Customer for use with the Service.
- "Customer Data" means any data or information that Customer submits or uploads to the Service, including any Transaction data.
- "Documentation" means the end user technical documentation for the Service made available online at https://dashboard.seq.com/docs, as may be modified from time to time.
- “Laws” means all applicable local, state, federal and international laws, regulations and conventions, including, without limitation, those related to data privacy and data transfer, international communications, the exportation of technical or personal data, money transfers, the purchase or sale of securities, gambling, currency exchanges, lotteries and financial services products.
- “Service” means Chain’s proprietary software-as-a-service ledger solution, including any related Documentation, Chain Code and API(s) made available by Chain.
- “Transaction” means any transaction, query or other instruction submitted by Customer into the Service, whether through an Application or other means.
- 1.4. Use Restrictions. Customer shall not (and shall not permit any third party to): (a) rent, lease, provide access to or sublicense the Service to a third party; (b) use the Service to provide its own ledger service to a third party or include the Service in any service bureau or outsourcing offering; (c) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Service, except to the extent expressly permitted by applicable law (and then only upon advance notice to Chain); (d) copy or modify the Service or any Documentation, or create any derivative work from any of the foregoing; (e) remove or obscure any proprietary or other notices contained in the Service (including any reports or data printed from the Service); or (f) publicly disseminate information regarding the performance of the Service.
- 2.1. Rights in Customer Data. As between the parties, Customer shall retain all right, title and interest (including any and all intellectual property rights) in and to the Customer Data as provided to Chain. Subject to the terms of this Agreement, Customer hereby grants to Chain a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, display, modify, and create derivative works of the Customer Data in order to provide and support the Service.
- 2.2. Storage and Processing of Customer Data. Customer Data may be stored and processed by Chain in the United States or in other countries anywhere in the world in which Chain or its subcontractors maintain facilities. Chain will make available Customer Data for export or download by Customer during the term of this Agreement and, at Customer’s request, for a period of thirty (30) days following any termination of this Agreement. Chain expressly disclaims all other obligations with respect to storage of Customer Data.
- 2.3. Exporting Customer Data to Third Parties. The Service may contain features or functionality allowing Customer to share Customer Data directly with third-party products or services chosen by Customer, such as data warehouses maintained by Customer (“Third Party Products”). Chain has no responsibility or liability for Third Party Products, including for their interoperability, security, functionality, operation, or integrity or for any use of Customer Data by Third Party Products.
- 3.1. Customer Responsibilities. Customer shall not use the Service in connection with any Application or business that is prohibited by Laws (e.g., illegal drug sales or money laundering), that violates the rights of others, or that may be harmful to others. Customer is solely responsible for (i) ensuring that its use of the Service, its Applications, Customer Data and Transactions (including any underlying transactions, acts or omissions related to Customer’s business) comply with all applicable Laws and any self-regulatory guidelines or standards that apply to Customer and are not otherwise defamatory, obscene, abusive, invasive of privacy or objectionable, and (ii) the accuracy, content and legality of all Customer Data. Customer represents and warrants to Chain that Customer has sufficient rights in the Customer Data to grant the rights granted to Chain in Section 2.1 (Rights in Customer Data) above and that the Customer Data does not infringe or violate the intellectual property, publicity, privacy or other rights of any third party.
- 3.2. No Sensitive Data. In addition, Customer specifically agrees not to submit to the Service: (i) any personally identifiable information, other than account registration information required to establish Customer’s account, (ii) full or partial social security numbers (SSNs) or other government-issued ID data; (iii) any bank account or routing numbers or any credit, debit or other payment card information subject to the Payment Card Industry Data Security Standards (“PCI DSS”); (iv) any patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act, as supplemented and amended (“HIPAA”); or (v) any other personal or sensitive information subject to regulation or protection under the Gramm-Leach-Bliley Act, the Fair Credit Reporting Act, or other Laws ((i)-(v), collectively, “Sensitive Data”). Customer acknowledges that Chain is not a Business Associate or subcontractor (as those terms are defined in HIPAA) or a payment card processor and that the Service is neither HIPAA nor PCI DSS compliant. Chain shall have no liability under this Agreement for Sensitive Data, notwithstanding anything to the contrary herein. Chain reserves the right (but has no obligation to) modify or remove any Customer Data submitted to the Service in breach of this Section or Section 3.1 (Customer Responsibilities) above.
- 3.3. Indemnification by Customer. Customer shall indemnify, defend and hold harmless Chain from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with any claim arising from or relating to (a) any Customer Data (including any Transactions) or breach or alleged breach by Customer of Sections 3.1 (Customer Responsibilities) or 3.2 (No Sensitive Data), (b) any Application used with the Service, or (c) any dispute between Customer and its users relating to any Application or Transactions. This indemnification obligation is subject to Customer receiving (i) prompt written notice of such claim (but in any event notice in sufficient time for Customer to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim; and (iii) all necessary commercially reasonable cooperation of Chain at Customer’s expense.
- 4.1. Chain Technology. This is a subscription agreement for access to and use of the Service. Customer acknowledges that it is obtaining only a limited right to the Service and that irrespective of any use of the words “purchase”, “sale” or like terms in this Agreement no ownership rights are being conveyed to Customer under this Agreement. Customer agrees that Chain or its suppliers retain all right, title and interest (including all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Service and all Documentation, any work product, code or other deliverables provided in connection with Implementation Assistance, and any and all related and underlying technology and documentation; and any derivative works, modifications or improvements of any of the foregoing, including as may incorporate Feedback (as defined below). Except as expressly set forth in this Agreement, no rights in the Service or any Chain technology are granted to Customer. Further, Customer acknowledges that the Service is offered as an on-line, hosted solution, and that Customer has no right to obtain a copy of or directly access any code underlying the Service, other than any Chain Code provided by Chain to Customer in connection with this Agreement.
- 4.2. Feedback. Customer, from time to time, may, at its sole discretion, elect to voluntarily submit comments, questions, suggestions or other feedback relating to any Chain product or service to Chain (“Feedback”). Chain may freely use or exploit Feedback in connection with any of its products or services.
- 4.3. Technical Data. Customer agrees that Chain may collect technical logs and other data regarding the features Customer uses and Customer’s interactions with the Service and use such data to provide, support and improve Chain’s products and services.
- IMPLEMENTATION ASSISTANCE. Chain may provide implementation, configuration and similar services under this Agreement (“Implementation Assistance”). Implementation Assistance may be subject to payment of fees to Chain. The scope, pricing, payment and other terms for Implementation Assistance will be set forth in an SOW or other document referencing this Agreement. Customer may use anything delivered as part of Implementation Assistance in support of authorized use of the Service and subject to the terms regarding Customer’s rights to use the Service set forth in Section 1 (Chain Service) and the applicable SOW, but Chain shall retain all right, title and interest in and to any such work product, code or deliverables and any derivative, enhancement or modification thereof created by Chain (or its agents).
TERM AND TERMINATION
- 6.1. Term. This Agreement is effective as of the Effective Date and will continue until terminated. Customer may terminate this Agreement at any time by notifying Chain that it wishes to terminate its account.
- 6.2. Effect of Termination. Upon any termination of this Agreement, Customer shall immediately cease any and all use of and access to the Service (including any and all related Chain technology) and delete (or, at Chain’s request, return) any and all copies of the Documentation, any Chain passwords or access codes and any other Chain Confidential Information in its possession. Except as set forth in Section 2.2 (Storage and Processing of Customer Data), Customer acknowledges that following termination it shall have no further access to any Customer Data input into the Service, and that Chain may delete any such data as may have been stored by Chain at any time. Except where an exclusive remedy is specified, the exercise of either party of any remedy under this Agreement, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law or otherwise.
- 6.3. Survival. The following Sections shall survive any termination of this Agreement: 1.4 (Use Restrictions), 3.3 (Indemnification by Customer), 4 (Ownership), 5.2 (Fees & Payment), 6 (Term and Termination), 7 (Warranty Disclaimer), 8 (Limitation of Remedies and Damages), 9 (Confidential Information), 11 (Modifications to Agreement) and 12 (General Terms).
THE SERVICE, IMPLEMENTATION ASSISTANCE AND ALL RELATED SERVICES PROVIDED
BY CHAIN ARE PROVIDED “AS IS” AND WITH ALL FAULTS, AND USE IS AT
CUSTOMER’S SOLE RISK. NEITHER CHAIN NOR ITS SUPPLIERS MAKES ANY
WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT
NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A
PARTICULAR PURPOSE OR NONINFRINGEMENT. CHAIN DOES NOT WARRANT THAT
CUSTOMER’S USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, NOR
DOES CHAIN WARRANT THAT IT WILL REVIEW THE CUSTOMER DATA FOR ACCURACY OR
THAT IT WILL PRESERVE OR MAINTAIN THE CUSTOMER DATA WITHOUT LOSS. CHAIN
SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER
PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS
OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF CHAIN. CUSTOMER MAY
HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED
WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY
THE SERVICE PROVIDES A SYSTEM OF RECORD FOR INFORMATION SUBMITTED BY CUSTOMER. DESPITE USE OF THE TERM “TRANSACTION”, THE SERVICE IS NOT INVOLVED IN (AND CHAIN HAS NO RESPONSIBILITY FOR) PROCESSING OR VALIDATING ANY UNDERLYING TRANSACTIONS RELATED TO CUSTOMER’S APPLICATIONS OR BUSINESS; CHAIN DOES NOT TRANSMIT OR HOLD RELATED FUNDS OF CUSTOMER OR THIRD PARTIES AND IS NOT A MONEY TRANSMITTER, MONEY SERVICE BUSINESS OR BANK. CUSTOMER REMAINS SOLELY RESPONSIBLE FOR INDEPENDENTLY DETERMINING THE SUITABILITY OF THE SERVICE FOR CUSTOMER’S OWN OBJECTIVES. CHAIN MAKES NO REPRESENTATIONS AS TO THE LEGALITY OR SUITABILITY OF THE SERVICE FOR CUSTOMER’S PARTICULAR USE CASE OR THAT USE OF THE SERVICE WILL ENSURE CUSTOMER’S COMPLIANCE WITH ANY ACCOUNTING STANDARDS OR OTHER LEGAL OR REGULATORY OBLIGATIONS. CHAIN EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR ACTIONS TAKEN BY PERMITTED USERS THROUGH THE SERVICE TO MODIFY CUSTOMER’S ACCOUNT SETTINGS, LEDGERS OR TRANSACTIONS.
LIMITATION OF REMEDIES AND DAMAGES
- 8.1. Consequential Damages Waiver. NEITHER CHAIN NOR ITS SUPPLIERS SHALL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
- 8.2. Liability Cap. CHAIN’S AND ITS SUPPLIERS’ ENTIRE LIABILITY TO CUSTOMER ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED ONE THOUSAND U.S. DOLLARS ($1,000).
- 8.3. Nature of Claims and Failure of Essential Purpose. The parties agree that the waivers and limitations specified in this Section 8 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
- CONFIDENTIAL INFORMATION. Each party (as “Receiving Party”) agrees that all code, inventions, know-how, business, technical and financial information it obtains from the disclosing party (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any Chain technology, performance information relating to the Service, and the terms and conditions of this Agreement shall be deemed Confidential Information of Chain without any marking or further designation. Except as expressly authorized herein, the Receiving Party will (1) hold in confidence and not disclose any Confidential Information to third parties and (2) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under this Agreement. The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know (including, for Chain, the subcontractors referenced in Section 12.9), provided that such representatives are bound to confidentiality obligations no less protective of the Disclosing Party than this Section 9 and that the Receiving Party remains responsible for compliance by any such representative with the terms of this Section 9. The Receiving Party’s confidentiality obligations shall not apply to information that the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may make disclosures to the extent required by law or court order, provided the Receiving Party notifies the Disclosing Party in advance and cooperates in any effort to obtain confidential treatment. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.
- CO-MARKETING. Customer agrees to the use of Customer’s name and logo on Chain’s web site and in Chain promotional materials. Customer also agrees that Chain may disclose Customer as a customer of Chain.
- MODIFICATIONS TO AGREEMENT. Chain may modify the terms and conditions of this Agreement from time to time, with notice given to Customer by email or through the Service. Any modifications will become effective immediately, and if Customer disagrees with the modifications, Customer’s exclusive remedy is to terminate this Agreement and cease using the Service. Upon any changes to this Agreement, Customer may be required to click to agree to the modified Agreement in order to continue using the Service, and in any event continued use of the Service after the modifications take effect constitutes Customer’s acceptance of the modifications.
- 12.1. Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign this Agreement without the advance written consent of the other party, except that Chain may assign this Agreement in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of Chain’s assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 12.1 will be null and void.
- 12.2. Severability. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that this Agreement shall otherwise remain in effect.
12.3. Governing Law; Dispute Resolution.
(a) Direct Dispute Resolution. In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement, whether arising in contract, tort or otherwise, (“Dispute”), the parties will first use their best efforts to resolve the Dispute. If a Dispute arises, the complaining party will provide written notice to the other party in a document specifically entitled “Initial Notice of Dispute,” specifically setting forth the precise nature of the dispute (“Initial Notice of Dispute”).
Following receipt of the Initial Notice of Dispute, the parties will consult and negotiate with each other in good faith and, recognizing their mutual interest, attempt to reach a just and equitable solution of the Dispute that is satisfactory to both parties (“Direct Dispute Resolution”). If the parties are unable to reach a resolution of the Dispute through Direct Dispute Resolution within thirty (30) days of the receipt of the Initial Notice of Dispute, then the Dispute will subsequently be resolved by arbitration as set forth below.
(b) Arbitration. IN THE EVENT THAT A DISPUTE BETWEEN THE PARTIES CANNOT BE SETTLED THROUGH DIRECT DISPUTE RESOLUTION, AS DESCRIBED ABOVE, THE PARTIES AGREE TO SUBMIT THE DISPUTE TO BINDING ARBITRATION. The arbitration will be conducted before a single neutral arbitrator and will be administered in accordance with this document and the Rules and Procedures for the Arbitration. The arbitration will occur in Saint Kitts and Nevis, and the laws of Saint Kitts and and Nevis shall govern this Agreement, without regard to any conflicts of laws provisions thereof.
The arbitrator will issue a ruling in writing. Any issue concerning the extent to which any dispute is subject to arbitration, the applicability, interpretation, or enforceability of this agreement will be resolved by the arbitrator.
All aspects of the arbitration will be treated as confidential and neither the parties nor the arbitrators may disclose the content or results of the arbitration, except as necessary to comply with legal or regulatory requirements. The result of the arbitration will be final and binding on the parties and judgment on the arbitrator’s award may be entered in any court having competent jurisdiction. The arbitrator will award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration.
- (c) Choice of Law and Jurisdiction. FOR ANY CLAIM WHICH IS NOT SUBJECT TO THIS DISPUTE RESOLUTION PROVISION, EACH PARTY AGREES TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE TO SAINT KITTS AND NEVIS WITHOUT ANY REGARD TO CONFLICTS OF LAWS PROVISIONS THEREOF.
- (d) Injunctive Relief; Intellectual Property Claims. Notwithstanding the above provisions, (a) Chain may apply for injunctive remedies (or an equivalent type of urgent legal relief) in any competent jurisdiction and (b) Chain may, in its sole discretion, bring any claim related to its intellectual property rights in any court of competent jurisdiction.
- (a) Direct Dispute Resolution. In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement, whether arising in contract, tort or otherwise, (“Dispute”), the parties will first use their best efforts to resolve the Dispute. If a Dispute arises, the complaining party will provide written notice to the other party in a document specifically entitled “Initial Notice of Dispute,” specifically setting forth the precise nature of the dispute (“Initial Notice of Dispute”).
- 12.4. Attorneys’ Fees and Costs. The prevailing party in any action to enforce this Agreement will be entitled to recover its attorneys’ fees and costs in connection with such action.
Any notice or communication to Chain that is required or permitted under this Agreement shall be in email to Chain at the email address set forth below or at such other address as may be directed by Chain, and shall be deemed to have been received by Chain (i) if given by hand, immediately upon receipt; (ii) if given by overnight courier service, the first business day following dispatch or (iii) if given by registered or certified mail, postage prepaid and return receipt requested, the second business day after such notice is deposited in the mail. Chain may send notices to Customer through Customer’s email on file or through the Service. All notices given to Customer shall be deemed to have been received by Customer upon delivery.
Chain notice address: [email protected]
- 12.6. Waivers. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived. No provision of any purchase order or other business form employed by Customer will supersede the terms and conditions of this Agreement, and any such document relating to this Agreement shall be for administrative purposes only and shall have no legal effect.
- 12.7. Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement.
- 12.8. Force Majeure. Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events that occur after the signing of this Agreement and that are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.
- 12.9. Subcontractors. Chain may use the services of subcontractors and permit them to exercise the rights granted to Chain in order to provide the Service under this Agreement, provided that Chain remains responsible for (i) compliance of any such subcontractor with the terms of this Agreement and (ii) for the overall performance of the Service as required under this Agreement.
- 12.10. Law Enforcement; Subpoenas. Chain may report to appropriate law enforcement officials any Customer activity in connection with its use of the Service that Chain suspects violates Laws and may disclose Customer Data to the extent required by Laws, subpoenas, or court orders. Customer will reimburse Chain for reasonable attorneys’ fees as well as Chain’s employees’ and contractors’ time and materials spent responding to any such request for Customer Data.
- 12.11. Independent Contractors. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
- 12.12. Export Control. In its use of the Service, Customer agrees to comply with all export and import laws and regulations of the United States and other applicable jurisdictions. Without limiting the foregoing, (i) Customer represents and warrants that it is not designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury, and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, or located in (or a national of) 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, (ii) Customer shall not (and shall not permit any of its users to) access or use the Service in violation of any U.S. export embargo, prohibition or restriction, and (iii) Customer shall not submit to the Service any Customer Data or other information that is controlled under the U.S. International Traffic in Arms Regulations.
- 12.13. Government End-Users. Elements of the Service are commercial computer software. If the user or licensee of the Service is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Service, or any related documentation of any kind, including technical data and manuals, is restricted by a license agreement or by the terms of this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Chain Service is developed fully at private expense. All other use is prohibited.