Last updated: December 19, 2017
This Subscription Agreement (this “Agreement”) sets forth the terms and conditions for the provision of access to the Platform (defined below) by Blockdaemon Inc. (“Blockdaemon”) for the entity (“Customer”) executing any Order (defined below) to which this Agreement is attached or incorporated by reference. This Agreement may be attached to, or incorporated by reference within, multiple Orders. In the event of any conflict between this Agreement and any Order, the terms and conditions set forth in the Order shall prevail, but only with respect to the Platform access provided under such Order.
The following definitions used in this Agreement have the corresponding meanings. Additional definitions appear throughout the substantive provisions of this Agreement, Order(s), and applicable schedules, exhibits and attachments, if any:
(a) “Node” means an individual database instance in a blockchain, containing a copy of the full ledger of such database, and capable of validating transactions within such database.
(b) “Order” means the details regarding Customer’s subscription to use the Platform under this Agreement, including the Fees associated with Customer’s use of the Platform and the number of Nodes initially licensed and permitted to be developed, established and/or managed utilizing the Platform, as set forth in the document attaching this Agreement, or the document executed by Blockdaemon and Customer and referencing this Agreement, and as further described in Section 2 below. Additional Nodes can be licensed through your routine use of the Platform, the purchase of which shall be deemed a separate Order, subject to the terms and conditions of this Agreement.
(c) “Platform” means Blockdaemon’s software Platform offering set forth in the associated Order, including underlying technology.
(d) “Subscription Term” means the length of time Customer is authorized and licensed to access and utilize the Platform, as set forth in the associated Order.
2. Platform and Support
Blockdaemon shall provide the Platform set forth and described in an Order. The Order shall set forth, as applicable: (a) Subscription Term; (b) the number of Nodes licensed and permitted to be developed and managed utilizing the Platform; (c) the associated Fees and billing contact information; (d) Customer’s method of payment; (e) Customer’s identification and contact information; and (f) any additional information, terms and/or conditions. Customer acknowledges and agree that Customer is solely responsible for decisions made and actions that Customer takes with respect to Customer’s use of the Platform. In connection with Customer’s use of Platform, Blockdaemon will provide e-mail and on-line support, in accordance with Blockdaemon’s policies then in effect. Blockdaemon may also provide links or references to third-party products and/or services in Blockdaemon’s documentation and/or within the Platform. Such third-party products/services are not provided by Blockdaemon, and Blockdaemon is neither liable nor responsible for their functioning, results or effects.
3. Fees and Payment
All charges and fees set forth in an Order (“Fees”) are due at the time of Customer’s Order and shall be paid in accordance with the payment method selected by Customer during checkout and are non-refundable. All Fees exclude any sales or use taxes associated with this Agreement and any Order, which shall be Customer’s responsibility to pay (other than taxes on Blockdaemon’s income). Customer acknowledges and agrees that Customer is solely responsible for any such sales and use taxes that result from this Agreement and any Order. Unless otherwise set forth in the applicable invoice or Order (in which case Customer shall remit such taxes to Blockdaemon along with the applicable Fees), Customer will remit any such taxes due directly to the appropriate state agency. Customer agrees to act in compliance with all state and federal laws, rules and regulations in …