KRYPTONIZE Services Agreement

 

THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS AS DETAILED BELOW. PLEASE READ THE AGREEMENT CAREFULLY.

THIS IS A LEGAL AGREEMENT BETWEEN YOU (“CUSTOMER”) AND KRYPTONIZE (“COMPANY”). BY CLICKING ON THE “I ACCEPT” CHECKBOX YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO BIND CUSTOMER & COMPANY. YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION OF THIS AGREEMENT. BY ACCESSING AND USING THE SERVICES RENDERED BY KRYPTONIZE, YOU OR THE LEGAL ENTITY YOU REPRESENT ACCEPTS, WITHOUT LIMITATION OR QUALIFIATION, THESE TERMS & CONDITIONS.

  1. ACCESS RIGHTS & RESTRICTIONS
    1. AccessSubject to Customer’s compliance with the terms and conditions of this agreement (the “Agreement”), the Company hereby agrees that Customer has the non-exclusive right to access and use the services specified in the order form (“Order Form”) (collectively, the “Service”) during the term of this Agreement for the purposes of supporting Customer and only in accordance with Company’s applicable user documentation (or other Company-provided written instructions). For clarity, the Service is hosted by KRYPTONIZE.Customers are responsible for maintaining the confidentiality of the API key or access password that gives access to the Services. You are also responsible for any and all activities that occur under your account. You agree to IMMEDIATELY notify KRYPTONIZE of any unauthorized access you detect of any other breach of security. You acknowledge and agree that KRYPTONIZE will not be liable for any loss or damage arising from your failure to comply with the above requirements. Your use of the Services is personal to you, and you may NOT transfer or make available access to the Services to others. Any sharing or distribution by you of your access details may result in cancellation of your use of the Services without refund and further notification.
    2. Service MaterialsThe Service may include the provision of certain materials (such as, APIs, SDKs, software code, etc.)(“Service Materials”). Subject to the terms of this Agreement, KRYPTONIZE grants to Customer a non-exclusive, non-sublicenseable, non-transferable, limited license to internally use the Service Materials in accordance with the documentation supplied by KRYPTONIZE solely for the purpose of making the Customer fully compatible and interoperable with the Service. Customer represents and warrants that the Customer will (i) comply with all laws and regulations and (ii) not violate any of the rights of any third party (including, without limitation, privacy rights and intellectual property rights. Customer will defend, indemnify and hold KRYPTONIZE harmless from and against all third party claims (and all resulting damages awarded to third parties, and costs and expenses, including reasonably attorneys’ fees) arising from or in connection with any Customer actions/products/services (including, without limitation, any breach of the preceding sentence).
    3. RestrictionsCustomer will not (and will not allow any third party to): (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Service; (ii) modify, translate, or create derivative works based on the Service; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Service; (iv) use the Service for timesharing or service bureau purposes or otherwise for the benefit of a third party (excepting its end users as contemplated by Section 1.1); or (v) remove or otherwise alter any proprietary notices or labels from the Service or any portion thereof. Customer will use the Service only in compliance with (i) the rights granted hereunder, and (ii) in accordance with all applicable laws and regulations. For clarity, all use restrictions on the Service also apply to the Service Materials.
    4. Professional ServicesIn connection with the Service, KRYPTONIZE may provide ancillary professional services (such as training and implementation) (“Professional Services”). Any such Professional Services will be specified in an applicable Statement of Work (“SOW”) with a mutually agreeable Service Level Agreement (“SLA”).
    5. OwnershipExcept for the rights expressly granted under this Section 1, KRYPTONIZE retains all right, title, and interest in and to the Service (and all data, software, products, works, and other intellectual property created, used, or provided by KRYPTONIZE for the purposes of this Agreement). To the extent Customer provides KRYPTONIZE with any feedback relating to the Service (including, without limitation, feedback related to usability, performance, bug reports and test results or the Service Materials) (“Feedback”), Customer hereby grants KRYPTONIZE a non-exclusive, perpetual, irrevocable, sublicensbale, royalty-free, fully paid-up, worldwide right and license to use, reproduce, display, distribute and otherwise fully exploit such Feedback.
    6. No ServiceYou understand and agree that KRYPTONIZE and its third party suppliers make no representation, warranty or condition that:
      • the website and services will be uninterrupted, timely, secure, reliable, accurate or error-free;
      • the website and services will meet your requirements;
      • the Database obtained through the services will meet your expectations, be suitable for any purpose, or be accurate, complete, reliable, current, timely, adequate, or error-free.

      KRYPTONIZE and its third party suppliers disclaim all liability for the use or interpretation of the services data. Services Data may be delayed, inaccurate or contain errors or omissions, and KRYPTONIZE and its third party suppliers will have no liability with respect thereto. KRYPTONIZE does not endorse nor is responsible for the services data of any third party supplier.

  2. PAYMENT FEES OF SERVICESIf Customer use of the Services exceeds the usage capacity based on the Customer’s fee tier, as set forth in the Order Form, Customer will no longer be able to access the Services until either (i) Customer pays fees for the excess usage or (ii) the next calendar month. Unless otherwise specified in an Order Form, all Fees will be invoiced in advance and all invoices issued under this Agreement are payable in U.S. dollars within thirty (30) days from date of invoice or in cryptocurrency (if applicable) for the equivalent USD amount on the date of invoice. Invoices unpaid for more than 30 days are subject to a finance charge of 1.5% per month or the maximum permitted by law, whichever is lower, plus all expenses of collection. Customer shall be responsible for all (i) taxes associated with Service other than taxes based on KRYPTONIZE net income, and (ii) KRYPTONIZE costs of collection in the event of Customer’s delinquent payment. All Fees paid are non-refundable (except as otherwise expressly set forth in an Order Form, SOW or SLA) and not subject to set-off.Customer might agree to re-occurring payment approach to services provided by KRYPTONIZE, which will result in automatic monthly withdraw and immediate billing for the Services selected from preferred payment method. If you cancel your Subscription you will no longer be billed but no money already paid will be refunded. If your preferred payment method is invalid for any reason, KRYPTONIZE, has the right to terminate the Subscription immediately.
  3. TERM & TERMINATIONSubject to earlier termination as provided below, this Agreement shall commence on the Effective Date and continue for one (1) year; thereafter this Agreement will automatically renew for consecutive periods of one (1) year each (unless either party provides the other party with written notice of non-renewal at least thirty (30) days prior to the end of the then current period).  Either party may terminate this Agreement in the event the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days (ten (7) days in the case of non-payment) from receipt of written notice thereof. Without limiting the foregoing, KRYPTONIZE may immediately suspend or limit Customer’s access to or use of the Service if in KRYPTONIZE reasonable judgment, (a) Customer is engaging in illegal activities in connection with its use of the Service or (b) the KRYPTONIZE Service or any component thereof is about to suffer a significant threat to security or functionality. Upon termination of this Agreement, all rights granted herein to Customer will terminate and Customer will make no further use of the Services.  The following provisions will survive termination of this Agreement: Sections 1.5, 2, 3, 4, 6, 7, 8 and 10, as well as all license/use restrictions and indemnity obligations.
  4. CONFIDENTIALITYDuring the term of this Agreement, each party (a “Disclosing Party”) may provide the other party (a “Receiving Party”) with confidential and/or proprietary materials and information (“Confidential Information”). For clarity, the Service Materials are the, KRYPTONIZE Confidential Information. All materials and information provided by Disclosing Party to Receiving Party and identified at the time of disclosure as “Confidential” or bearing a similar legend, and all other information that the Receiving Party reasonably should have known was the Confidential Information of the Disclosing Party, shall be considered Confidential Information; for the avoidance of doubt, the Service and terms of this Agreement are Confidential Information of, KRYPTONIZE. Receiving Party shall maintain the confidentiality of the Confidential Information and will not disclose such information to any third party without the prior written consent of Disclosing Party. Receiving Party will only use the Confidential Information internally for the purposes contemplated hereunder. The obligations in this Section 4 shall not apply to any information that: (i) is made generally available to the public without breach of this Agreement, (ii) is developed by the Receiving Party independently from the Disclosing Party’s Confidential Information, (iii) is disclosed to Receiving Party by a third party without restriction, or (iv) was in the Receiving Party’s lawful possession prior to the disclosure to the Receiving Party and was not obtained by the Receiving Party either directly or indirectly from the Disclosing Party. Receiving Party may disclose Confidential Information as required by law or court order; provided that, Receiving Party provides Disclosing Party with prompt written notice thereof and uses its best efforts to limit disclosure. At any time, upon Disclosing Party’s request, Receiving Party shall return to Disclosing Party all Disclosing Party’s Confidential Information in its possession, including, without limitation, all copies and extracts thereof. Notwithstanding the foregoing, Receiving Party may disclose Confidential Information to any third-party to the limited extent necessary to exercise its rights, or perform its obligations, under this Agreement; provided that, all such third parties are bound in writing by obligations of confidentiality and non-use at least as protective of the Disclosing Party’s Confidential Information as this Agreement.
  5. INDEMNITYCustomer provides KRYPTONIZE with (i) prompt written notice of all claims and threats thereof, (ii) sole control of all defense and settlement activities and (iii) all reasonably requested assistance with respect thereto.You agree to indemnify and hold us and our directors, officers, shareholders, subsidiaries, affiliates, agents, and licensors harmless from and against any and all claims, causes of action, losses, expenses, damages, and costs, including attorneys’ fees, resulting from:
    • your violation of the Terms
    • your use of the Services or any content, information or data accessed on or through the Services and/or
    • your infringement or violation of any third-party’s rights, including intellectual property rights

    KRYPTONIZE will not be responsible for any settlements it does not pre-approve in writing.

  6. WARRANTY & DISCLAIMERKRYPTONIZE warrants that it will use commercially reasonable efforts to (i) provide all Professional Services in a professional and workmanlike manner, and (ii) promptly correct all verifiable defects in the Service and Professional Services of which KRYPTONIZE is aware. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 6, KRYPTONIZE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. KRYPTONIZE DOES NOT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE.You understand and agree that KRYPTONIZE and its third party suppliers make no representation, warranty or condition that:
    • the website and services will be uninterrupted, timely, secure, reliable, accurate or error-free;
    • the website and services will meet your requirements;
    • the Database obtained through the services will meet your expectations, be suitable for any purpose, or be accurate, complete, reliable, current, timely, adequate, or error-free.

    KRYPTONIZE and its third party suppliers disclaim all liability for the use or interpretation of the services data. Services Data may be delayed, inaccurate or contain errors or omissions, and KRYPTONIZE and its third party suppliers will have no liability with respect thereto. KRYPTONIZE does not endorse nor is responsible for the services data of any third party supplier.

    – Sophistication and Risk of Cryptographic Systems

    By utilizing the Service or interacting with the Content or platform in any way, you represent that you understand the inherent risks associated with cryptographic systems; and warrant that you have an understanding of the usage and intricacies of native cryptographic tokens, like Ether (ETH) and Bitcoin (BTC), smart contract based tokens such as those that follow the Ethereum Token Standard (https://github.com/ethereum/EIPs/issues/20), and blockchain-based software systems.

    – Risk of Regulatory Actions in One or More Jurisdictions

    KRYPTONIZE & ALL ASSOCIATED BLOCKCHAINS could be impacted by one or more regulatory inquiries or regulatory action, which could impede or limit the ability of KRYPTONIZE to continue to develop, or which could impede or limit your ability to access or use the Service or Ethereum blockchain.

    – Risk of Weaknesses or Exploits in the Field of Cryptography

    You acknowledge and understand that Cryptography is a progressing field. Advances in code cracking or technical advances such as the development of quantum computers may present risks to cryptocurrencies and Services of Content, which could result in the theft or loss of your cryptographic tokens or property. To the extent possible, KRYPTONIZE intends to update the protocol underlying Services to account for any advances in cryptography and to incorporate additional security measures, but does not guarantee or otherwise represent full security of the system. By using the Service or accessing Content, you acknowledge these inherent risks.

    – Volatility of Cryptocurrencies

    You understand that Ethereum and other blockchain technologies and associated currencies or tokens are highly volatile due to many factors including but not limited to adoption, speculation, technology and security risks. You also acknowledge that the cost of transacting on such technologies is variable and may increase at any time causing impact to any activities taking place on the Ethereum blockchain. You acknowledge these risks and represent that Kryptonize cannot be held liable for such fluctuations or increased costs.

    – Application Security

    You acknowledge that Ethereum applications & all associate blockchains with the services provided by KRYPTONIZE  are code subject to flaws and acknowledge that you are solely responsible for evaluating any code provided by the Services or Content and the trustworthiness of any third-party websites, products, smart-contracts, or Content you access or use through the Service. You further expressly acknowledge and represent that Ethereum applications  & all associate blockchains with the services provided by KRYPTONIZE can be written maliciously or negligently, that KRYPTONIZE cannot be held liable for your interaction with such applications and that such applications may cause the loss of property or even identity. This warning and others later provided by KRYPTONIZE in no way evidence or represent an on-going duty to alert you to all of the potential risks of utilizing the Service or Content.

  7. LIMITATION OF LIABILITY & USAGENOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, NEITHER PARTY, SHALL BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT, UNDER ANY LEGAL OR EQUITABLE THEORY, FOR ANY: (A) ERROR OR INTERRUPTION OF USE, LOSS OR INACCURACY OR CORRUPTION OF DATA, THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICE, OR TECHNOLOGY, OR LOSS OF BUSINESS; (B) INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE; (C) MATTERS BEYOND SUCH PARTY’S REASONABLE CONTROL; OR (D) AMOUNTS IN THE AGGREGATE THAT EXCEED THE FEES PAID BY CUSTOMER TO KRYPTONIZE DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION ACCRUES (PROVIDED THAT, IF NO FEES ARE PAID, SUCH AMOUNTS SHALL BE LIMITED TO US$1,000.00). THE LIMITATIONS ON LIABILITY CONTAINED HEREIN SHALL NOT APPLY TO BREACH(ES) OF SECTIONS 1.2, 1.3 OR 4. THE LIMITATION CONTAINED IN SUBSECTION (D) DOES NOT APPLY TO A PARTY’S INDEMNITY OBLIGATIONS.The extent of Your usage of the Services is dependent on your Subscription plan. You shall not exceed the usage limits associated with your Subscription, as the service will be interrupted until additional payments are made. Unused amounts of call usage will not be carried over from one period to the next. If You exceed your usage limit, the API will return an error message stating that your usage limit has been reached and no further API calls can be made within the current period term. It is your sole responsibility to ensure that your application(s) properly detect and handle any returned error messages. We will make reasonable efforts to help you identify and resolve usage problems, or to review the suitability of your current subscription plan for your needs. KRYPTONIZE reserves the right to limit or throttle the number of network calls available to your application(s) if we (in its sole discretion) believes that such calls are being made for malicious reasons, or as the result of a technical error.
  8. NON-SOLICITATIONUntil one (1) year after termination of this Agreement, Customer will not encourage or solicit any employee or consultant of KRYPTONIZE to leave KRYPTONIZE for any reason.
  9. PRESS RELEASEThe parties shall work together in good faith to issue at least one mutually agreed upon press release within ninety (90) days of the Effective Date (such agreement not to be unreasonably withheld or conditioned). In addition, Customer will reasonably cooperate with KRYPTONIZE for case studies and serve as a reference for potential KRYPTONIZE customers.
  10. COMMUNICATION, EMAILS & CLIENT DATAKryptonize will solely use your email details & personal information in order to communicate about newsletters, promotions, upcoming events & news about our product, services offered by us and our selected partners and potential downtime notifications.
    If you are not the addressee please do not read, print, copy, re-transmit, disclose, store, or act in reliance on it or any attachment. Instead please E-mail the message back to the sender and then immediately permanently delete it.
    Although we believe our e-mail correspondence and any attachments to be free of any virus or other defect that may affect your computer, it is the responsibility of the recipient to ensure that it is virus free and Kryptonize will not accept any responsibility for any loss or damage arising in any way from its use.
    Kryptonize reserves the right to use, disclose and share your information and Client Data to investigate, prevent or take action with respect to any potential or actual fraud, illegal activities, circumstances which threaten the physical safety of any person, violations of these Conditions or as otherwise required by law.
  11. CHANGES OF THE TERMS OF SERVICESKRYPTONIZE reserves the right to change or modify any of the terms and conditions contained in these Terms of Use at any time and in its sole discretion. Any changes or modification will be effective upon posting of the revisions and notice of such changes to the Website. Your continued use of the Services following the posting of the changes or modifications will constitute your acceptance of such changes or modifications.
  12. MISCELLANEOUSIf any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. If the invalid or unenforceable provision cannot be so replaced, then that provision will be considered severable from the remaining provisions, and will not affect their validity and enforceability. This Agreement is not assignable or transferable by a party except with the other party’s prior written consent; provided that, a party may transfer and assign its rights and obligations under this Agreement without consent to a successor to all or substantially all of its assets or business to which this Agreement relates. 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, communications, and other understandings relating to the subject matter of this Agreement, and all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement, and Customer does not have any authority of any kind to bind KRYPTONIZE in any respect whatsoever.

Last Updated: 16 May 2019