Terms and Conditions

General Terms and Conditions for the Program

  1. Applicability.
      • (a) These terms and conditions for the Program (these “Terms“) and the Offer are the only terms that govern the Program offered by Company to the DApp Developer.
      • (b) The Offer and these Terms (collectively, this “Agreement“) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In the event of any conflict between these Terms and the Offer, the Offer shall govern, unless the Offer expressly states that the terms and conditions of the Terms shall control.
  2. DApp Developer’s Acts or Omissions. If Company’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of DApp Developer, Company shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by DApp Developer, in each case, to the extent arising directly or indirectly from such prevention or delay.
  3. Taxes. DApp Developer shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by DApp Developer hereunder, if applicable.
  4. Intellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights“) in and to all documents, work product, and other materials that are delivered to Company under this Agreement or prepared by or on behalf of Company in the course of the Program, including any any Confidential Information, identified as such in the Offer, shall be owned by Company. Company hereby grants DApp Developer a license to use all Intellectual Property Rights on a non-exclusive, worldwide, non-transferable, and non-sublicensable, to the extent necessary to enable DApp Developer to fulfill with the Requirements set by the Program.
  5. Representation and Warranty.
      • (a) Company represents and warrants to DApp Developer that it shall perform the services included in the Program using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement.
      • (b) Company shall not be liable for a breach of the warranty set forth in Section 5(a) unless DApp Developer gives written notice of the defective services, reasonably described, to Company within two days of the time when DApp Developer discovers or ought to have discovered that the services of the Program were defective.
      • (c) Subject to Section 5(b), Company shall, repair or re-perform such services (or the defective part).
      • (d) THE REMEDIES SET FORTH IN SECTION 5(c) SHALL BE DAPP DEVELOPER’S EXCLUSIVE REMEDY AND COMPANY’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 5(a).
  6. Disclaimer of Warranties. EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 5(a) ABOVE, COMPANY MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE PROGRAM, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; OR (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
  7. Limitation of Liability.
      • (a) IN NO EVENT SHALL COMPANY BE LIABLE TO DAPP DEVELOPER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
      • (b) IN NO EVENT SHALL COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO COMPANY PURSUANT TO THIS AGREEMENT.
  8. Intentionally deleted.
  9. Waiver. No waiver by Company of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Company. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
  10. Force Majeure. No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party“) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)“): (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) COVID-19; and (h) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within two days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of ten days following written notice given by it under this Section 10, either party may thereafter terminate this Agreement upon five days’ written notice.
  11. Assignment. DApp Developer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Company. Any purported assignment or delegation in violation of this Section 11 is null and void. No assignment or delegation relieves DApp Developer of any of its obligations under this Agreement.
  12. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
  13. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.
  14. Definitions. All capitalized terms not defined herein shall have the meaning set forth in the Offer.
  15. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice“) shall be in writing and addressed to the parties at the addresses set forth in the Offer or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or email or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section 15.
  16. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
  17. Survival. Provisions of this Agreement, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Confidentiality and Unauthorized Use, Indemnification, Governing Law, Submission to Jurisdiction, and Survival.
  18. Amendment and Modification. The Company reserves the right to update and amend these Terms. Any change or update will become effective from the moment of its publication on the Program’s website. We will inform you of any changes upon your first log-in to your account after the changes have been introduced.

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