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These Terms of Use(the "Terms," "Terms of Use" or"Agreement" ) contain the terms and conditions that govern your access to and use of the Site and Services (as defined below) provided by us and is an agreement between us and you or the entity you represent ("you" or "your"). Please read these Terms of Use carefully before using the Site or Services.
You represent to us that you are lawfully able to enter into contracts. If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity.
1. The Services.
1.1 Generally. You may access and use the Services in accordance with this Agreement. You agree to comply with the terms of this Agreement and all laws, rules and regulations applicable to your use of the Service Offerings.
1.2 Third-Party Content. In certain Services, Third-Party Content may be used by you at your election. Third-Party Content is governed by this Agreement and, if applicable, separate terms and conditions accompanying such Third-Party Content, which terms and conditions may include separate fees and charges.
1.3 Third-Party Services. When you use our Services, you may also be using the services of one or more third parties. Your use of these third party services may be subject to the separate policies, terms of use, and fees of these third parties.
2. Changes.
2.1 To the Services. We may change or discontinue any or all of the Services or change or remove functionality of any or all of the Services from time to time. We will notify you of any material change to or discontinuation of the Services. If you are on a Plan, you will be notified of any material changes to the Service at least 30 days in advance of such change. For any discontinuation of or material change to a Service, we will use commercially reasonable efforts to continue supporting the previous version of the Service for three months after the change or discontinuation (except if doing so (a) would pose a security or intellectual property issue, (b) is economically or technically burdensome, or (c) would cause us to violate the law or requests of governmental entities).
2.2 To this Agreement. We reserve the right, at our sole discretion, to modify or replace any part of this Agreement (including any Policies) at any time. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Services following the posting of any changes to this Agreement constitutes acceptance of those changes.
3. Your Responsibilities.
3.1 Your Accounts. Except to the extent caused by our breach of this Agreement, (a) you are responsible for all activities that occur under your Account, regardless of whether the activities are authorized by you or undertaken by you, your employees or a third party (including your contractors, agents or End Users), and (b) we and our affiliates are not responsible for unauthorized access to your Account.
3.2 Your Use. You will ensure that Your Use of the Services does not violate any applicable law. You are solely responsible for Your Use of the Services.
3.3 Your Security and Backup. You are responsible for properly configuring and using the Services and otherwise taking appropriate action to secure, protect and backup your Accounts and Your Content in a manner that will provide appropriate security and protection, which might include use of encryption.
3.4 Log-In Credentials and Account Keys. To the extent we provide you with log-in credentials and API authentication generated by the Services, such log-in credentials and API authentication are for your internal use only and you will not sell, transfer or sublicense them to any other entity or person, except that you may disclose your private key to your agents and subcontractors performing work on your behalf.
4. Fees and Payment.
4.1 Publicly Available Services. Some Services, including paid Services up to a certain use threshold, may be offered to the public and licensed on a royalty free basis.
4.2 Taxes. Each party will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that party upon or with respect to the transactions and payments under this Agreement. All Fees payable by you are exclusive taxes unless otherwise noted. We reserve the right to withhold taxes where required.
5. Temporary Suspension; Limiting API Requests.
5.1 Generally. We may suspend Your right to access or use any portion or all of the Services immediately upon notice to you if we determine:
5.2 Effect of Suspension. If we suspend your right to access or use any portion or all of the Services:
5.3 Limiting API Requests. If applicable to a particular Service, we retain sole discretion to limit your usage of the Services (including without limitation by limiting the number of API requests you may submit ("API Requests")) at any time if your usage of the Services exceeds the applicable Threshold for your Selected Plan of Service.
6. Term; Termination.
6.1 Term. The term of this Agreement will commence on the Effective Date and will remain in effect until terminated under this Section 6. Any notice of termination of this Agreement by either party to the other must include a Termination Date that complies with the notice periods in Section 6.2.
6.2 Termination.
(i) By Either Party. Either party may terminate this Agreement for cause if the other party is in material breach of this Agreement and the material breach remains uncured for a period of 30 days from receipt of notice by the other party.
7. Proprietary Rights.
7.1 Your Content. Depending on the Service, you may share Content with us. Except as provided in this Section 7, we obtain no rights under this Agreement from you (or your licensors) to Your Content. You consent to our use of Your Content to provide the Services to you. Your Content is your own. All data is pre-encrypted.
8. Disclaimers; Risk.
8.1 DISCLAIMER. THE SERVICE OFFERINGS ARE PROVIDED "AS IS." EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED OR WAIVED, WE AND OUR AFFILIATES AND LICENSORS (A) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICE OFFERINGS OR THE THIRD-PARTY CONTENT, AND (B) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (I) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, (II) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, (III) THAT THE SERVICE OFFERINGS OR THIRD-PARTY CONTENT WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, AND (IV) THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED.
8.2 RISKS. OUR SERVICES RELY ON EMERGING TECHNOLOGIES, SUCH AS ETHEREUM. SOME SERVICES ARE SUBJECT TO INCREASED RISK THROUGH YOUR POTENTIAL MISUSE OF THINGS SUCH AS PUBLIC/PRIVATE KEY CRYPTOGRAPHY. BY USING THE SERVICES YOU EXPLICITLY ACKNOWLEDGE AND ACCEPT THESE HEIGHTENED RISKS.
9. Limitations of Liability.
9.1 Limitation of Liability. WITH THE EXCEPTION OF CLAIMS RELATING TO A BREACH OF OUR PROPRIETARY RIGHTS AS GOVERNED BY SECTION 7 AND INTELLECTUAL PROPERTY CLAIMS AS GOVERNED BY SECTION 8, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE, OR, IF NO FEES HAVE BEEN PAID, $25,000. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION 4.
9.2 Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY'S OR ITS AFFILIATES' REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
10. Definitions.
"Acceptable Use Policy" means the policy set forth below, as it may be updated by us from time to time. You agree not to, and not to allow third parties to, use the Services:
"Account Information" means information about you that you provide to us in connection with the creation or administration of your Account. For example, Account Information includes names, usernames, phone numbers, email addresses and billing information associated with your Account.
"API"means an application program interface.
"API Request" has the meaning set forth in Section 5.3.
"Content" means software (including machine images), data, text, audio, video or images and any documentation we offer for the Services.
End User means any individual or entity that directly or indirectly through another user: (a) accesses or uses Your Content; or (b) otherwise accesses or uses the Service Offerings under your account.
"Losses" means any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees).'
"Policies"means this Agreement, the Acceptable Use Policy, Privacy Policy, any supplemental policies or addendums applicable to any Service as provided to you, and any other policy or terms referenced in or incorporated into this Agreement, each as may be updated by us from time to time.
"Suggestions"means all suggested improvements to the Service Offerings that you provide to us.
"Term" means the term of this Agreement described in Section 6.1.
"Termination Date"means the effective date of termination provided in accordance with Section 6, in a notice from one party to the other.
"Third-Party Content"means Content made available to you by any third party on the Site or in conjunction with the Services.
"Your Content"means Content that you or any End User transfers to us for processing, storage or hosting by the Services in connection with Account and any computational results that you or any End User derive from the foregoing through their use of the Services. Your Content does not include Account Information.