Terms of Services
Updated at Nov, 2023
Welcome to sign these Terms of Services (the "Terms") with BlockSec (hereinafter referred to as "BlockSec," "we," "our" or "us") and use the BlockSec Services.
IT IS IMPORTANT THAT YOU CAREFULLY READ AND FULLY UNDERSTAND THE CONTENTS OF EACH CLAUSE, ESPECIALLY THE CLAUSES OF DISCLAIMERS, INDEMNIFICATION, LIMITATION OF LIABILITY AND DISPUTE RESOLUTION. YOU ACKNOWLEDGE THAT YOU HAVE NOT ENTERED INTO THESE TERMS IN RELIANCE UPON ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY CONTAINED HEREIN.
By clicking "Agree" or choose to accept the Terms in other ways (including without limiation onboarding, installing, registering, accessing or otherwise using any Services), it means that you have fully read, understood and accepted all the contents of the Terms. FURTHERMORE, YOU HEREBY WAIVE ANY RIGHTS OR REQUIREMENTS UNDER ANY LAWS OR REGULATIONS IN ANY JURISDICTION WHICH REQUIRE AN ORIGINAL (NON-ELECTRONIC) SIGNATURE OR DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW.
The "Services" mean the services and products offered by or to be offered by BlockSec to you in accordance with these Terms and other relevant Agreements and which are available or presented on the website at https://blocksec.com, https://phalcon.xyz, https://metasleuth.io (and any of its sub-domains) or such other website or address as BlockSec may nominate from time to time (the "Website"). Without limiting the generality of the foregoing, the Services include but are not limited to Phalcon, MetaDock, MetaSleuth and include other products, and the provision of any code, program, software, technologies, libraries, applications, programs, APIs, tools, features, documentation, support, audits, consulting, deliverables, reports, solutions, blog posts, forums or other materials or services offered or provided from time to time by BlockSec, including any updates thereto.
Your use of the Services is governed by these Terms.
1.1 To use any BlockSec Service, you must first agree to these Terms. If you do not agree to the Terms, you are not authorized to access or use any Services. If you are accepting these Terms on behalf of an entity, you represent and warrant that you have full authority to bind the entity to these Terms.
1.2 These Terms, together with any purchasing or ordering document or agreement (if applicable, an “Order”) and other relevant documents or agreements (collectively, the “Agreements”), constitute a legal and enforceable contract between BlockSec and the person placing an Order or accessing or using the relevant Services in any way (“you”). You will at all times remain in compliance with the Terms, the Order and all other Agreements and any policies and guidelines referenced herein.
1.3 You acknowledge and agree that you have accessed online and/or been provided a copy of these Terms and that you have read, understand and agree to be bound by these Terms in their entirety by: (a) accessing or using any Services; (b) clicking or tapping on a button or by other means indicating your acceptance; or (c) executing or making payment based on an Order that references these Terms (the first date to occur, the “Effective Date”) and BlockSec will treat any of the foregoing as acceptance of the Terms from that point onwards.
2.1 Services. As a condition to using the Services, you agree that you will use the Services only for the purposes and in the manner expressly permitted by these Terms, the Orders and other Agreements and in accordance with all applicable laws and regulations. You may access and use such Service subject to payment of any applicable fees and the requirements of these Terms and other Agreements. If you sign-up for any Service, your subscription will include the features and quotas applicable to the tier selected (a “Subscription”) on the billing frequency that you select (a “Subscription Term”). Available subscription plans may change over time in the sole discretion of BlockSec. You understand and agree that you may not be able to access certain Services upon expiration or termination of the Subscription Term and that BlockSec reserves the right to suspend access to any use of such Services. If you have purchased a paid Subscription, BlockSec will use reasonable efforts to respond to your support requests and resolve such issues on a commercially reasonable basis during business hours, unless otherwise stipulated under the Order or relevant Agreement.
2.2Free or Trial Services. If you access or use any free, unpaid or trial Services or Services released as beta, pilot, limited release, non-production, evaluation or similar (“Free or Trial Services”), you acknowledge and agree that such Services are provided “as-is” and “as-available” without any representations, conditions, warranties, support, maintenance or other obligation of any kind limiting BlockSec. BlockSec does not guarantee that the Free or Trial Services will be uninterrupted or error-free. BlockSec may terminate your access to, or use of, Free or Trial Services at any time.
2.3Open-Source Services. Certain of the Services are offered as, under, use, incorporate or link to open-source software and you acknowledge and agree that your use of such Services is subject to, and you shall comply with, any applicable open-source licenses that govern such open-source software (collectively, “Open-Source Licenses”). Without limiting the generality of the foregoing, you may not use, modify, sell, lease, lend, share, distribute or otherwise permit any third party to use the applicable open-source software in a manner that violates any applicable Open-Source Licenses or our legal rights.
2.4 Service Provision. Subject to Sections 2.2 and 2.3, BlockSec warrants that the Services shall be performed with reasonable skill and care. In the event the Services are found not to comply with this warranty, your sole and exclusive remedy shall be limited to the following: (a) for Phalcon, MetaSleuth and other applicable Services agreed by BlockSec, any credits due under the relevant Order and/or Agreement, and (b) for other Services agreed by BlockSec, re-performance of such Services so that they are reasonably compliant.
3.1 Upgrades and Pricing. In case of upgrades to any Service for additional features, BlockSec may automatically charge on a recurring basis the fee for the plan you choose, including any applicable taxes. You will bear and pay all taxes related to or arising from these Terms, except for those taxes based on BlockSec's income. You may not withhold or set off any fees or payments due to BlockSec. If you upgrade to a higher tier of Service, BlockSec may credit any remaining balance from your previous Subscription payment to your new tier. BlockSec reserves the right to modify pricing at any time. However, BlockSec will notify you prior to any price increase affecting your account and such modified pricing will not take effect until the next renewal of your Subscription.
3.2 Charge Method. You are responsible for the timely payment of all fees and for providing payment account details for payment of all fees. Unless otherwise agreed by BlockSec, BlockSec will bill you in advance for all Services. Except when required by applicable law, all fees are non-cancellable and once paid are non-refundable. You authorize BlockSec to charge your designated payment method for all Subscription and related fees when due. BlockSec may authorize other forms of payment, which may be subject to additional terms. If BlockSec is unable to successfully charge payment account for fees due, BlockSec reserves the right to revoke or restrict access to your stored content, delete your stored content, or terminate your account. If you want to designate a different payment account or if there is a change in your payment account status, you must inform BlockSec in writing; your access to the Services may be temporarily disrupted while BlockSec verifies your new payment information.
3.3Billing Disputes. Billing disputes must be notified by you to BlockSec in writing within five (5) days from discovery of an error. Unless otherwise stipulated in the relevant Order or Agreement, orders for which payment is due but not received by BlockSec will accrue a late charge per day at the rate of 0.5%. BlockSec may, in its sole discretion, suspend any Services or withhold any deliverables until any outstanding fees are paid in full.
4.1 Condition. As a condition to using any Service, you agree that you:
(a)will not use the Services for any unlawful or illegal activity (including without limitation, monitoring any data, code, program, statistics, condition, status and/or transaction of any party other than yours), nor to develop any corresponding or relevant products, which would commit or facilitate the commission of a crime, or other tortious, unlawful or illegal act;
(b)will not violate, misappropriate or infringe any BlockSec or third-party copyrights, trademarks, rights of privacy and publicity, trade secrets, patents, or other proprietary or legal rights or any Use Restrictions (as defined below);
(c)will not, without the permission of BlockSec, through any use of any Service or otherwise: (1) disable, hack or otherwise interfere with any security, digital signing, digital rights management, verification, authentication, trading, transaction or other mechanisms of any party other than yours (other than for bona-fide protection purposes expressly permitted by these Terms and other Agreements), or enable others to do so; or (2) violate the security, integrity, or availability of any other party, or of any network, computer, communications, or trading, management, transaction or other system (including without limitation, use any Service or any insights thereof as a market manipulation tool or as tool intended to take advantage of any third party weaknesses);
(d)will not, directly or indirectly, commit any act intended to interfere with any Service, the intent of these Terms and other Agreement, or BlockSec’s business practices, including but not limited to, taking actions that may hinder the performance or intended use of any Service or posting, publishing, disclosing or submitting fraudulent reviews of any Service or to any third party any technical features, quality, performance or benchmark test, or comparative analyses relating to any Service, except for your internal use or as expressly permitted by BlockSec in writing;
(e)will not engage, or encourage others to engage, in any unlawful, unfair, misleading, fraudulent, improper or dishonest acts or business practices relating to any use of any Service;
(f)unless otherwise expressly permitted by these Terms and other Agreement, will not rent, lease, lend, upload to or host on any website or server, sell, redistribute, or sublicense any Service in whole or in part, or to enable others to do so;
(g)will not, and will not enable others to, without the permission of BlockSec, (1) copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, decrypt, or create derivative works of any Service, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by licensing terms governing use of open-sourced components or sample code included with any Service), or (2) exploit any Service provided hereunder in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity, or by harvesting or misusing data provided by any Service;
(h)will be solely responsible for: (1) access to and use of the Services by you and any users on your account and their respective compliance with these Terms; (2) the secure transmission of Service Inputs (as defined below) to the Services; (3) the legality, reliability, integrity, accuracy and quality of Service Inputs, any conclusions drawn or actions taken therefrom, and the means by which you acquired the Service Inputs, so that BlockSec and its service providers may lawfully use, process, and transfer Service Inputs and other relevant or necessary information in accordance with these Terms; (4) backing-up your systems, operations, and Service Inputs outside of the Services; and (5) using appropriate methods and technologies to prevent the introduction of vulnerabilities, viruses, malware, Trojan horses, worms, spyware or other destructive code into the Services;
(i)will procure and make sure that your affiliates, associates, employees, officers, directors, consultants and contractors shall comply with and not violate the aforesaid terms, provisions and/or restrictions and shall be subject to the same restrictions as the aforesaid terms, provisions and restrictions.
If you breach any of the foregoing terms, provisions and/or restrictions, you shall be subject to prosecution and damages to the maximum extent, and BlockSec shall have the sole discretion to (1) immediately terminate the cooperation with you and/or withdraw and forfeit your rights in whole or in part under these Terms and/or other Agreements and retrieve all relevant information, data and material, and/or (2) request you to compensate BlockSec for all damages and losses and pay an additional twenty-five percent (25%) of all damages and losses suffered by BlockSec as liquidated damages (except as and only to the extent such amount of liquidated damages is prohibited by applicable law, then the amount of such liquidated damages shall be reduced to the maximum extent permitted by such applicable law).
4.2Account. As a registered user of the Services, you must establish an Account (“Account”) if requested by BlockSec. You shall not reveal your Account information to any other person or entity. You are solely responsible for maintaining the confidentiality and security of your Account and for all activities that occur on or through your Account, regardless of whether the activities are authorized by you or undertaken by you, any user, your affiliates, your employees, contractors, agents, collaborators or a third party, and all references to “you” or “your” activities in these Terms include any such usage. You agree to immediately notify BlockSec of any security breach of your Account or any unauthorised access to or use of the Services. BlockSec shall not be responsible for any losses arising out of the unauthorized use of your Account resulting from you not following these rules. You agree to keep all information, including e-mail address and other contact information and billing/payment details, accurate and current. You agree to provide accurate and complete information when you register with, and as you use, the Services (“Service Registration Data”), and you agree to update your Service Registration Data to keep it accurate and complete. Failure to provide accurate, current and complete Service Registration Data may result in the suspension and/or termination of your Account and the relevant Services by BlockSec. You agree that BlockSec may store and use the Service Registration Data and other relevant and necessary information you provide for use in maintaining and billing fees to your Account.
4.3Security. You are solely responsible for properly configuring and using the Services and otherwise taking appropriate action to secure, protect and backup your accounts and/or Service Inputs (as defined below) in a manner that will provide appropriate security and protection. BlockSec is not responsible for unauthorized access to your account perpetrated by third parties, including any access that occurs as a result of fraud, phishing, or other unauthorized activity. Unless otherwise agreed by BlockSec, Subscriptions and any collaborator seats included in your Subscription are for specific individual users and cannot be shared or used by more than one individual at a time. You will: (a) if applicable, obtain from the users on your account any consents necessary for BlockSec to provide the Services; and (b) maintain appropriate security standards with respect to use of the Services by all of your users.
4.4Use Restrictions. For you as an individual user, the Services are only available to an individual whose age is above the minimum age requirement (if any) in the relevant jurisdiction. As a condition of use of the Services, you will not and will ensure that each user does not use the Services in any way: (a) to license, sublicence, sell, resell, rent, lease, transfer, distribute, provide access, or otherwise commercially exploit, or make the Services available to any third-party, except as expressly authorized by these Terms; (b) to remove or modify any proprietary markings or restrictive legends in the Services; (c) to probe, scan, or test the vulnerability of any Service; (d) that could reasonably interrupt, interfere with, destroy or limit the security, integrity, functionality, or operation of the Services or any related computer software or hardware, application, blockchain, or telecommunications equipment in any way; (e) that circumvents a usage or capacity limit of the Services, including any unauthorized use of or access to any Service or any of BlockSec’s intellectual property, data centers, systems or networks; (f) to multiplex usage across different accounts on the Services; (g) to copy, modify, translate, adapt, merge, or create derivative works of the Services or reverse engineer, decompile, translate, disassemble or otherwise attempt to extract any or all of the source code of the Services; (h) to develop a competitive product or service; or (i) otherwise in violation of the Terms and/or any other Agreement (collectively, the "Use Restrictions").
4.5Locations. Subject to the applicable laws and these Terms and other Agreements, the Services may be accessed from countries around the world and may contain references to Services and content that are not available in your country. BlockSec makes no representations that the Services are appropriate or available for use in all locations.
4.6Sanctions and Export Control. Your use of the Services is subject to international export controls and economic sanctions requirements. By accessing or using the Services, you agree that you will comply with those requirements. You are not permitted to access or use any of the Services if you are in, under the control of, or a resident of Cuba, Iran, North Korea, Sudan, or Syria or any other country subject to any applicable sanction regimes or embargo, or if you are a person on the economic sanctions lists as published from time to time by applicable authorities (including, but not limited to the U.S. Commerce Department’s Denied Persons List, Unverified List, or Entity List, or the EU financial sanctions regime). By using the Services, you represent and warrant that you are not located in any such country or on any such list or otherwise restricted. You also agree that you will not use the Services for any purposes prohibited by applicable law, including, without limitation, the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You further agree not to upload to your Account any data or software that is: (a) subject to International Traffic in Arms Regulations; or (b) that cannot be exported without prior written government authorization, including, but not limited to, certain types of encryption software and source code, without first obtaining that authorization. This assurance and commitment shall survive termination of these Terms and other Agreement.
5.1Protected Information. BlockSec uses your personal data as described in its data privacy notice or other relevant privacy policies from time to time. The Services can interact with Protocols (as defined below) and therefore were not designed or intended to process or manage any personal information that is subject to specific regulations or laws that impose increased protections and/or obligations with respect to handling that type of information, including without limitation GDPR (“Protected Information”). You represent and warrant that you will be solely responsible to obtain and maintain any required consents necessary to permit the processing of any Personal Information under these Terms. BlockSec will not be responsible for any liability associated with Protected Information created, stored, shared or processed by you using the Services.
5.2Ownership. BlockSec or its licensors exclusively own all right, title and interest in and to the Services, Service Outputs and System Data and BlockSec’s Confidential Information (each as defined below). Subject to the limited rights expressly granted under these Terms, BlockSec and BlockSec’s licensors reserve all right, title, and interest in and to the Services, including all related intellectual property rights. No rights are granted to you except as expressly set forth in these Terms. “System Data” means data generated by any Services or created by BlockSec in performing the Services and that may include logs, statistics or reports regarding the performance, availability, usage, integrity or security of Service Inputs or any Services. You agree that BlockSec has the right to aggregate, collect and analyze Service Inputs and System Data and other information relating to the performance of the Services and will be free (during and after the term hereof) to use Service Inputs and System Data: (a) to improve BlockSec’s products and services; or (b) in an aggregated and anonymized format, provided that for your use of MetaDock, BlockSec shall further comply with such other restrictions published by BlockSec from time to time.
5.3Service Inputs. You or your permitted licensors under these Terms own any data, information, code, materials and other content (including any intellectual property rights therein) which you (or someone acting on your behalf) provides or uploads to the Services (“Service Inputs”). You permit BlockSec to access and use the Service Inputs for the purposes contemplated by these Terms. You are responsible for all Service Inputs, and you represent and warrant that you have all necessary and legal rights to the Service Inputs and that they will comply with these Terms.
5.4Service Outputs. The Services may generate or provide certain information, reports or data, including outputs based on Service Inputs (“Service Outputs”). BlockSec owns the Service Outputs (including any intellectual property rights therein) but excluding any Service Inputs which may have been incorporated. BlockSec allows you to use the Service Outputs for the limited purposes of your business and in accordance with these Terms and other Agreements and the applicable laws and regulations.
5.5User Feedback. You may provide suggestions for enhancements or improvements, new features or functionality or other feedback with respect to the Services (“Feedback”). BlockSec will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality. BlockSec will have the full, unencumbered right, without any obligation to compensate or reimburse you, to use, incorporate and otherwise fully exercise and exploit any Feedback. BlockSec may use your name and logo to identify you as a user and highlight such use details in public marketing materials.
6.1Confidential Information. In connection with these Terms, either party (as the “Discloser”) on behalf of itself and/or any its affiliate may disclose or make available to the other party (as the “Receiver”), non-public information of the Discloser that is known as such or would reasonably be assumed to be confidential given its nature or the circumstances of disclosure (“Confidential Information”).
6.2Permitted Use. The Receiver must only use the Confidential Information for the purpose contemplated by these Terms and will not disclose Confidential Information, except to Receiver’s officers, directors, agents, affiliated companies, employees, consultants, contractors, investors and professional advisors who need to know the Confidential Information for such purpose and have agreed to keep it confidential and protect it to the same extent that Receiver protects its own Confidential Information, but in no event will it use less than a reasonable degree of care.
6.3Permitted Disclosures. Nothing in this Section 6 prevents the Receiver from disclosing any Confidential Information if necessary pursuant to the lawful requirement of any governmental agency or by any subpoena, summons, order or other judicial process, on the condition that promptly on receipt of any order compelling that disclosure, to the extent legally permissible, the Receiver notifies the Discloser in writing of that requirement to disclose and cooperates with the Discloser’s lawful efforts to resist, limit or delay disclosure, if the Discloser chooses to do so. Confidential Information remains confidential regardless of those orders or requirements of disclosure, and the Receiver’s obligations with respect to Confidential Information will not be altered by virtue of such disclosures.
6.4Exceptions. Confidential Information does not include any information that is: (a) in the public domain not by breach of this Section 6; (b) already known by the Receiver at the time of disclosure without violation of its confidentiality obligations to the Discloser; (c) lawfully obtained by the Receiver from a third party other than through a breach of confidence; (d) independently developed by the Receiver; or (e) authorized by the Discloser in writing to be disclosed by the Receiver.
6.5Duration. Termination of these Terms will not affect the parties’ obligations in relation to Confidential Information, which will continue until the information no longer constitutes Confidential Information of the Discloser. For Confidential Information that is a trade secret, the confidentiality obligations will remain in place as long as the applicable information retains its status as a trade secret.
8.1Blockchain networks, protocols, smart contracts, digital assets and related decentralized technologies (collectively, “Protocols”) are nascent technologies and entail risks. Any use or interaction with Protocols, whether or not using the Services, could require a comprehensive understanding of advanced technology in order to appreciate the inherent risks (including without limitation, computer science). You acknowledge and agree that you have sufficient knowledge and understanding of the functionality, usage, transmission mechanisms and other material characteristics of Protocols to understand and appreciate the risks and implications of the Services.
8.2BlockSec does not own or control any Protocols. Generally, Protocols are public or open source, and anyone can use, copy, modify, and distribute them or participate in them. BlockSec assumes no responsibility for the operation of Protocols and does not guarantee the functionality or security of Protocols. You acknowledge that Protocols are provided by third parties who have no affiliation with BlockSec. You acknowledge and agree that BlockSec’s inclusion, support or promotion of a specific Protocol in the Services, or a description of how to use a Protocol, should not be interpreted as our endorsement or guarantee of that Protocol, or the accuracy, functionality or legitimacy of that Protocol. Further, you acknowledge that BlockSec does not verify any Protocol or related services, including for security, accuracy or completeness. You acknowledge that your use of Protocols is at your own risk, and you expressly release BlockSec from any liability, loss or damage of any nature arising from your use of Protocols and related services.
8.3Protocols may be subject to sudden changes in operating rules or how they function. Any such operating changes may materially affect the availability, functionality, value, name, or other characteristics of the Protocol. Changes to Protocols may contain bugs or security vulnerabilities that may result in loss of functionality or assets. It is your sole responsibility to make yourself aware of operating changes to Protocols and you must carefully consider whether to continue to use a Protocol, including by utilizing interoperable Services. You acknowledge and agree that you assume all risks relating to the introduction of bugs, vulnerabilities, malicious code, the use of phishing, sybil attacks, 51% attacks, double spend attacks, brute forcing, or other means of attack that may affect, in any way, a Protocol and related services.
8.4BlockSec's response to any Protocol change is subject to its sole discretion and may include deciding not to support a Protocol or changes thereto. Any Service may include the features and functionality applicable to the tier set out on the Website or in an Order or relevant Agreement as of its date. BlockSec may update the content and functionality of any Services or any tier thereof, in its sole discretion. BlockSec does not represent or warrant that any Services or particular content, functionality, or subscription plans will be offered indefinitely and reserves the right to change or alter the Services and any features, quotas and options, including the right to put reasonable usage limitations on any Services. Certain features within certain Services are designed to assist or augment users in composing, automating and executing transactions with Protocols. However, you acknowledge and agree that BlockSec does not perform or execute transactions on your behalf and that you are responsible for all of your transactions.
8.5You should verify all transaction information prior to execution. You acknowledge and agree that BlockSec shall bear no liability or responsibility in the event you execute an erroneous transaction. BlockSec does not guarantee the identity, data, value, or instructions in a transaction, including as it relates to any recipient. Protocol transactions typically cannot be reversed once they have been broadcast to the relevant blockchain (even if in a pending state while the transaction is processed by network operators). You acknowledge that third-party RPC providers, including those that attempt to send private transactions, do not always function as intended. BlockSec makes no guarantees that a transaction will be confirmed by a Protocol or remain private.
8.6You understand that the cost and speed of interacting with Protocols is variable and volatile, that cost may increase, or speed may decrease dramatically at any time, and that cost and speed is not within the control of BlockSec. You acknowledge these risks and agree that BlockSec cannot be held liable for such risks, volatility, fluctuations, increased costs or decreased speed.
8.7You acknowledge that any Protocol or the Services could be impacted by changes in law, regulations, or one or more regulatory inquiries or legal actions, which could impede or limit the ability of BlockSec to continue to offer or develop the Services, or which could impede or limit your ability to access or use the Services, and you assume such risk.
8.8BlockSec may produce audit reports and other materials summarizing the security analysis of certain Protocols (“Reports”). BlockSec typically receives compensation for performing security services, including producing Reports. Reports are produced only to assist developers to increase the security of the respective Protocol. The content contained in the Reports is current as of the date appearing on the Report and are subject to change without notice. The Reports and any related analysis of a Protocol or other project do not constitute statements, representations or warranties by BlockSec in any respect, including regarding the security of such Protocol. You may not rely on the Reports in any way, including for the purpose of making any decisions to use a Protocol, a product or service, or buy or sell any digital asset. For the avoidance of doubt, Reports do not constitute investment advice, are not intended to be relied upon as investment advice and are not an endorsement of any Protocol or other project. BlockSec does not owe you any duty by publishing any Reports.
9.1The Services are provided on an “as-is” and “as-available” basis without warranties, representations or conditions of any kind, except as expressly stated in these Terms. BlockSec disclaims any and all warranties, representations and conditions, which may otherwise be implied, including any of merchantability, non-infringement, satisfactory quality, or fitness for a particular purpose and BlockSec makes no representation or warranty of any kind regarding any Third-Party Services with which the Service may interoperate, including without limitation any Protocol.
9.2You acknowledge and agree that the Services are intended to assist or augment, but not replace, your code, software, systems, processes or any other aspect of your application or Protocol. BlockSec uses its reasonable efforts to develop and provide blockchain ecosystem security solutions with good quality, however, BlockSec does not warrant, and nothing in these Terms imply, that the Services, your use of the Services, or your application or your Protocol (if applicable) will be complete, accurate, secure, timely or error-free, or that any security issues will be found or will be corrected, and you acknowledge that any insights provided by the Services do not constitute professional advice or counsel advice and you shall be responsible for your reliance on any such Service.
9.3You acknowledge and agree that you are solely responsible for any decisions made or actions taken pursuant to the Services and any recommendations or suggestions contained therein and that you have sole discretion to accept or to disregard any such recommendations. You are solely responsible for determining the appropriateness of the Services, and unless explicitly stated otherwise in these Terms, you assume all risks associated with their use, including but not limited to the risks and costs of inaccuracies, errors, compliance with applicable laws, damage to or loss of data, systems, and unavailability or interruption of operations. It is your sole responsibility to maintain appropriate and adequate alternate backup, security and/or protection method for your content, data, information, asset, fund, token, currency or other transaction or trade.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU WILL INDEMNIFY, HOLD HARMLESS AND DEFEND BLOCKSEC AND ITS AFFILIATES, AT YOUR EXPENSE, FROM ANY AND ALL CLAIMS, ACTIONS, PROCEEDINGS, AND SUITS BROUGHT AGAINST BLOCKSEC OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR AFFILIATES, AND ALL RELATED LIABILITIES, DAMAGES, SETTLEMENTS, PENALTIES, FINES, COSTS OR EXPENSES (INCLUDING, REASONABLE ATTORNEYS' FEES AND OTHER LITIGATION EXPENSES) INCURRED BY BLOCKSEC OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR AFFILIATES, ARISING OUT OF OR RELATING TO (I) YOUR BREACH OF ANY TERM OR CONDITION OF THESE TERMS, (II) ANY REPRESENTATIONS AND WARRANTIES MADE BY YOU OR ANY VIOLATION OF YOUR OBLIGATIONS CONCERNING ANY ASPECT OF THE SERVICES TO ANY THIRD PARTY; (III) ANY CLAIMS MADE BY OR ON BEHALF OF ANY THIRD PARTY PERTAINING DIRECTLY OR INDIRECTLY TO YOUR USE OF THE SERVICES; AND/OR (IV) ANY CLAIMS WITH RESPECT TO ACTS OR OMISSIONS OF ANY THIRD PARTY IN CONNECTION WITH THE SERVICES.
BLOCKSEC WILL PROVIDE YOU WITH NOTICE (AN EMAIL SHALL SUFFICE) OF ANY CLAIM, SUIT OR ACTION FROM WHICH YOU MUST INDEMNIFY BLOCKSEC. YOU WILL COOPERATE AS FULLY AS REASONABLY REQUIRED IN THE DEFENSE OF ANY CLAIM. BLOCKSEC RESERVES THE RIGHT, AT ITS OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION BY YOU. THE INDEMNIFICATION TERMS CONTAINED IN THIS SECTION SHALL BE CONSTRUED BROADLY IN FAVOR OF BLOCKSEC.
11.1Notwithstanding any other term contained herein (but subject always to clause 11.5), in no event will either party, or its officers, directors, employees, affiliates, contractors, subcontractors, agents, attorneys, representatives, and successors and assigns, be liable to the other party for any damages for loss of goodwill, lost profits, lost sales or business, work stoppage, computer failure or malfunction, lost content, or lost data, even if such party has been advised of the possibility of such damages, nor any indirect, punitive, incidental, special, consequential, exemplary, or aggravated damages arising out of or in any way connected with these Terms.
11.2You acknowledge and agree that BlockSec is not responsible or liable in any way for damage caused by third parties who may use our Services, including those that may commit actionable conduct towards you. You further acknowledge and agree that BlockSec is not responsible or liable in any way for damages incurred by any third parties relating to your use of the Services, including without limitation your employees, customers or other end users.
11.3Notwithstanding any other term contained herein (but subject always to clause 11.5), BlockSec’s liability for any and all causes of action arising under or in connection with any Order or Agreements or your access to or use of the Services (whether arising in tort, contract, statute, or otherwise) will be limited in each year (each such year commencing on the date of the applicable Order and each anniversary thereof) to the amount of fees that you have paid under that Order giving rise to the cause of action during such year.
11.4Notwithstanding any other term contained herein, if you access or use any Free or Trial Services, you understand that these Services are optional and either party may terminate these Services at any time for any reason and that BlockSec provides Free or Trial Services “as is” and “as available” with no warranty (including any of merchantability, quality, fitness for a particular purpose, or non-infringement) and BlockSec shall bear no liability for such Services (subject always to clause 11.5).
11.5Notwithstanding any other term contained herein, neither party's liability: (a) for fraud or fraudulent misrepresentation; or (b) for any other liability that cannot be limited or excluded by law, is excluded or limited by these Terms.
12.1Term. These Terms govern your use of the Services from the Effective Date until terminated pursuant to these Terms.
12.2Termination of Orders by You. Subject to these Terms and any relevant Order and/or relevant Agreement, you may terminate any Order by providing BlockSec with at least thirty (30) days written notice and ceasing use of the Services provided under that Order and all relevant Agreements by the end of such notice period. As set out above, BlockSec does not provide any refunds or credits for amounts that have already been paid prior to termination. Termination of any one Order or Agreement does not automatically terminate any other Order or Agreement which may be in place.
12.3Termination by BlockSec. On written notice, BlockSec may terminate these Terms (including any Orders and relevant Agreements): (a) if you commits a breach of these Terms and such breach has not been cured within ten (10) business days of receiving written notice of the breach; or (b) immediately upon you ceasing to operate in the ordinary course, or becoming the subject of any insolvency, bankruptcy, liquidation, dissolution, or similar proceeding (unless prevented from terminating pursuant to applicable law). BlockSec may also terminate these Terms (including any Orders and relevant Agreements) immediately on written notice if: (a) you have undisputed amounts past due; (b) BlockSec reasonably determines that you are in material breach of these Terms and such breach is irremediable; or (c) BlockSec reasonably determines continuing to offer the applicable Services pose an undue risk of violating applicable laws or regulations.
12.4Suspension. BlockSec may suspend your access to the Services if we consider it necessary for a legitimate business reason, including but not limited to: (a) protecting our or our customers' security; (b) if we suspect any fraud has or may occur; or (c) we suspect you are in breach of these Terms. If BlockSec decides to suspend your access to Services under this Section 12.4 and not terminate the agreement, BlockSec will only suspend access to the extent, and for the duration, necessary to address the risk and will promptly restore access once the issue has been resolved. You acknowledge and agree that if BlockSec suspends access, you may be prevented from accessing the Services, your account details, or any other Service Inputs or Service Outputs contained in your account. If the reason for suspension cannot be resolved, BlockSec will automatically downgrade your account to a free account or terminate your use of the applicable Services. You acknowledge and agree that downgrading your account may cause the loss of Service Inputs, features, functionality or capacity.
12.5Enforcing Quotas. BlockSec retains sole discretion to limit your usage of any Service at any time if your usage of such Service exceeds the quotas specified in your Subscription, including without limitation usage through the API or service user interface. Further, excessive API requests, as determined by BlockSec in our sole discretion, may result in the temporary or permanent suspension of your access to your account or to your use of any Services. BlockSec is not required but will endeavor, when reasonable, to warn an account owner or user prior to suspension.
12.6Survival. Any provision of these Terms that by its nature is reasonably intended to survive beyond termination of the Terms or expressly stipulated to survive the termination of these Terms will survive any termination, including without limitation, Section 4.6, Section 6, Section 10, this Section 12.6 and Section 14.
BlockSec shall be entitled to amend each and every element of the Terms (other than an Order) from time to time. You understand and agree that if you use Free or Trial Services after the date on which the Terms have changed, BlockSec will treat your continued use of the Services as acceptance of the updated Terms. If you have paid Services, the new Terms will apply upon the earliest of: (a) your renewal; (b) your clicking or tapping on a button indicating your acceptance; (c) your executing or making payment based on an Order that references the updated Terms, or (d) you choose to accept the new Terms in other ways.
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM BLOCKSEC, UNLESS YOU OPT OUT OF ARBITRATION BY FOLLOWING THE INSTRUCTIONS SET FORTH BELOW. IN ADDITION, ARBITRATION PRECLUDES YOU FROM SUING IN COURT OR HAVING A JURY TRIAL.
14.1Governing Law and Jurisdiction. The interpretation and enforcement of these Terms, and any dispute related to these Terms, or the Services will be governed by and construed and enforced in accordance with the laws of Hong Kong, as applicable, without regard to conflict of law rules or principles (whether of such jurisdiction or any other jurisdiction) that would cause the application of the laws of any other jurisdiction.
14.2Arbitration of Disputes. You and BlockSec agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, "Disputes") will be resolved solely by arbitration and not in a class, representative or consolidated action or proceeding. The arbitration provisions in this Section 14 shall survive termination of these Terms.
14.3Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the Hong Kong International Arbitration Centre ("HKIAC") under its Administered Arbitration Rules (the "HKIAC Rules") then in effect, except as modified by these Terms. A party who wishes to start arbitration must submit a written Demand for Arbitration to HKIAC and give notice to the other party as specified in the HKIAC Rules. You and BlockSec agree that you shall first seek to resolve any Dispute amicably with BlockSec prior to submitting any such Demand for a maximum of thirty (30) days. Any arbitration hearings will take place in Hong Kong. The parties agree that the arbitrator(s) shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of these arbitration terms and clauses.
14.4Injunctive Relief. Except as provided above, the arbitrator(s) shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. Either party may apply to any competent court for injunctive relief necessary to protect its rights pending resolution of the arbitration. The arbitral award will be final and binding on the parties and its execution may be presented in any competent court, including any court with jurisdiction over either party or any of its property.
15.1No Third-Party Beneficiaries. Unless otherwise expressly stated in these Terms, no right or cause of action for any third party is created by these Terms or any acts or omissions contemplated under the Terms.
15.2Independent Contractors. You and BlockSec are independent contractors of the other. These Terms do not create or imply any agency, partnership, unincorporated association, decentralized autonomous organization, fiduciary, employment, or franchise relationship between the parties.
15.3Notices. Any notice required to be given under these Terms shall be in writing and shall be sent by electronic mail. For BlockSec, such notice must be emailed to [email@example.com] and for you or any user it shall be such email address provided for the respective account, as indicated in an Order, or if no email is reasonably available, such other digital means of contact available to BlockSec or you or such user (as applicable, e.g., Slack account, Telegram handle, Protocol forum, etc.). A notice delivered by email shall be deemed to be received by the next business day.
15.4Assignment. Unless otherwise permitted under these Terms, neither party may assign or transfer any rights or obligations under these Terms without the prior written consent of the other party, which will not be unreasonably withheld or delayed. Notwithstanding the foregoing, either party may assign these Terms to a successor or acquirer of all or substantially all its business or assets in connection with a sale of all or substantially all of its assets, or in the event of a bona fide corporate reorganization. Subject to the foregoing limitation on assignment, these Terms will be binding upon, enforceable by and inure to the benefit of the parties and each of their successors and permitted assigns.
15.5Waivers. No waiver by either party of any default will operate as a waiver of any other default, or of a similar default on a future occasion.
15.6Severability. If any provision of these Terms is held invalid, illegal or unenforceable, it will be limited to the minimum extent necessary, so the rest of these Terms remain in effect.
15.7Force Majeure. Neither party is liable for any delay or failure to perform any obligation under these Terms (except for a failure to pay any fees) due to events beyond its reasonable control, such as a strike, war, act of terrorism, riot or natural disaster.
15.8Entire Agreement. These Terms (which includes each Order and relevant Agreement) is the entire agreement between you and BlockSec related to your use of the Services and supersedes any prior or contemporaneous agreements regarding its subject matter.