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TRUSTCHECK TERMS OF SERVICE
Date of Last Revision: October 16, 2022
These TrustCheck Terms of Service (the “Terms of Service”) are a binding agreement between you (“you” or “your”) and Web3 Builders Inc. (“W3B”). These Terms of Service govern your access to and use of the TrustCheck browser extension (the “Application”), the website for the Application located at TrustCheck.xyz (the “Site”), and the services made available by W3B through the Application and the Site (collectively with the Application and the Site, the “Service”). By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you do not accept the terms and conditions of these Terms of Service, you are not permitted to access or otherwise use the Service.
We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these Terms of Service were last revised. You may read a current, effective copy of these Terms of Service by visiting the “Terms of Service” link on the Site. You should periodically visit this page to review the current Terms of Service so you are aware of any revisions. If you do not agree to abide by these or any future Terms of Service, you will not access, browse, or use (or continue to access, browse, or use) the Service.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST W3B ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.
Your Privacy: At W3B, we respect the privacy of our users. For more information please see our Privacy Policy, located at https://trustcheck.xyz/privacy/ (the “Privacy Policy”). By using the Service, you consent to our collection, use and disclosure of personal data and other data as outlined therein.
Access and Use of the Application
Access to Application: The Application is a free browser extension that is designed to scan web3 transactions that occur in the browser(s) where you have installed the Application for potential threats and vulnerabilities known by W3B.Subject your compliance with these Terms of Service, W3B grants you a limited, non-exclusive, non-transferable, non-sublicensable right to install and use the Application for your personal or internal business purposes.
Non-Custodial Access to Digital Wallet: In order to access certain features of the Service, you may be required to connect a digital wallet that is supported by W3B.For a list of supported wallets, please visit the FAQ portion of our Site.The Service may assist with the scanning and verification of transactions involving cryptocurrency or digital assets contained within your digital wallet (“Digital Assets”).However, you agree and acknowledge that W3B acts as a non-custodial service provider, and your use of the Service does not give W3B custody, possession, or control of any Digital Assets.
Modifications to Service: W3B reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that W3B will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
Restrictions Regarding Use:Except as expressly authorized by W3B, you will not (and will not allow any third party to) directly or indirectly: (a) sublicense, resell, rent, lease, distribute, market, commercialize, or otherwise transfer rights to, or usage of, all or any portion of the Service, or provide the Service on a timesharing, service bureau, or other similar basis; (b) modify, copy, adapt, translate, create derivative works of, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of, any part of the Service, except when expressly permitted by law; (c) remove, alter, or obscure any proprietary rights notices contained in or affixed to the Service; (d) attempt to gain unauthorized access to the Service; (e) attempt to disrupt, degrade, impair, or violate the integrity, security, or performance of the Service; (f) take any action that imposes or may impose an unreasonable or disproportionately large load on W3B’s infrastructure, as determined by W3B in its sole discretion; or (g) access or use the Service in a manner that violates applicable law or regulation, infringes third party rights, or violates the terms and conditions of these Terms of Service.
Special Notice for International Use; Export Controls: W3B is headquartered in the United States. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction. The Application and other software made available in connection with the Service (collectively, “Software”) and the transmission of applicable data, if any, is subject to United States export controls. The Softwaremay not be exported or re-exported in violation of U.S. export laws. Downloading, accessing or using the Software is at your sole risk.
Proprietary Rights
Service Content: You acknowledge and agree that the Service contains software, images, information, content or other materials (“Service Content”) that are protected by copyright, patent, trademark, trade secret, or other intellectual property or proprietary rights and laws. Except for the limited licenses granted herein, W3B retains all right, title and interest to the Service and Service Content.
Usage Data:You hereby authorize W3B and its third-party service providers to derive de-identified, statistical and usage data relating to your use of the Service (“Usage Data”). We may use Usage Data for any purpose in accordance with applicable law and our Privacy Policy.
Feedback: Any questions, comments, suggestions, ideas, feedback, reviews, or other information about the Service (“Submissions”), provided by you to W3B are non-confidential and W3B will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you.
Disclaimer of Warranties
The Service may disclose certain risk classifications or other information to you with respect to the transactions that are analyzed by the Service.However, all such risk classifications and information are provided for informational purposes only and should not be relied upon to determine whether a particular transaction is safe or will achieve any particular result or outcome.None of the risk classifications or other information made available through the Service constitutes a recommendation to proceed with any transaction or that such transaction is suitable or appropriate for you. The transactions analyzed by the Service may involve significant risks of which W3B is unaware, and you should not enter into any transaction unless you have fully understood all such risks and have independently determined that such transactions are appropriate for you. Regardless of any information made available to you through the Service, your decision to proceed with any transaction is entirely at your own risk.
WITHOUT LIMITING THE FOREGOING, YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE W3B PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
IN ADDITION, THE W3B PARTIES MAKE NO WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, VIRUS-FREE OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE OR (D) THE SERVICE WILL IDENTIFY OR PROTECT AGAINST ALL POSSIBLE THREATS, VULNERABILITIES OR RISKS OR OTHERWISE VERIFY THAT ANY PARTICULAR TRANSACTION IS SAFE.
Indemnification
To the extent permitted under applicable law, you agree to defend, indemnify, and hold harmless W3B, its affiliates, and its and their respective officers, employees, directors, service providers, licensors, and agents (collectively, the “W3B Parties”) from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind, and injury (including death) arising out of or relating to your use of the Service, your violation of these Terms of Service, or your violation of any rights of another. W3B will provide notice to you of any such claim, suit, or proceeding. W3B reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, and you agree to cooperate with any reasonable requests assisting W3B’s defense of such matter. You may not settle or compromise any claim against the W3B Parties without W3B’s written consent.
Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE W3B PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING DAMAGES FOR LOSS OF GOODWILL, USE, OR DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE W3B PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE SERVICE; (B) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (C) THE INABILITY OF THE SERVICE TO DETECT OR PROTECT AGAINST ANY PARTICULAR THREAT, VULNERABILITY OR RISK; OR (D) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL THE W3B PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED ONE HUNDRED DOLLARS ($100).
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.
IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “INDEMNIFICATION”, “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.
Termination
You may terminate your use of the Services at any time.You agree that W3B, in its sole discretion, may suspend or terminate use of the Service, for any reason, including for lack of use or if W3B believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Service, may be referred to appropriate law enforcement authorities. W3B may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of these Terms of Service may be effected without prior notice, and acknowledge and agree that W3B may immediately deactivate your access to the Services. Further, you agree that W3B will not be liable to you or any third party for any termination of your access to the Service.
Dispute Resolution By Binding Arbitration
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.
Agreement to Arbitrate
This Dispute Resolution by Binding Arbitration section is referred to in these Terms of Service as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and W3B, whether arising out of or relating to these Terms of Service (including any alleged breach thereof), the Service, any advertising, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms of Service, you and W3B are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
Prohibition of Class and Representative Actions and Non-Individualized Relief
YOU AND W3B AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND W3B AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.
Pre-Arbitration Dispute Resolution
W3B is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at support@trustcheck.xyz. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to W3B should be sent to Position2Launch 1005 Boylston St #244 Newton Highlands, MA 02461-1348 US (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If W3B and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or W3B may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by W3B or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or W3B is entitled.
Arbitration Procedures
Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, https://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, https://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Service as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms of Service and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
Unless W3B and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA. If your claim is for $10,000 or less, W3B agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
Costs of Arbitration
Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. To the extent any Arbitration Fees are not specifically allocated to either W3B or you under the AAA Rules, W3B and you shall split them equally; provided that if you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of such Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of any Arbitration Fees, W3B will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, W3B will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.
Confidentiality
All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
Severability
If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms of Service will continue to apply.
Future Changes to Arbitration Agreement
Notwithstanding any provision in these Terms of Service to the contrary, W3B agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Service, you may reject any such change by sending W3B written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).
General
These Terms of Service (together with the terms incorporated by reference herein) constitute the entire agreement between you and W3B governing your access and use of the Service, and supersede any prior agreements between you and W3B with respect to the Service. These Terms of Service will be governed by the laws of the State of New York without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and W3B submit to the personal and exclusive jurisdiction of the state and federal courts located within New York County, New York. The failure of W3B to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of these Terms of Service and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these Terms of Service without the prior written consent of W3B, but W3B may assign or transfer these Terms of Service, in whole or in part, without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. As used in these Terms of Service, the words “include” and “including,” and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation.” Notices to you may be made via either email or regular mail. The Service may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Service. W3B will not be in default hereunder by reason of any failure or delay in the performance of its obligations where such failure or delay is due to civil disturbances, riot, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or unavailability of electrical power, network access or equipment, or any other circumstances or causes beyond W3B’s reasonable control.
U.S. Government Restricted Rights
The Service is made available to the U.S. government with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the U.S. government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Access or use of the Service (including the Software) by the U.S. government constitutes acknowledgement of our proprietary rights in the Service (including the Software).
Questions? Concerns? Suggestions?
Please contact us at support@trustcheck.xyz to report any violations of these Terms of Service or to pose any questions regarding these Terms of Service or the Service.
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WEB3 BUILDERS
TRUSTCHECK DEVELOPER API TERMS OF SERVICE
Date of Last Revision: February 21, 2023
These Developer API Terms of Service describe your rights and responsibilities when accessing our developer application programming interfaces and related API documentation (collectively, the “APIs”). These Terms of Service, together with any Web3B order form, online sign-up form, or other ordering documentation that references these Terms of Service (each an “Order Form”) are collectively referred to as the “Agreement”. The Agreement is entered into by and between web3 builders, inc. (“Web3B”) and the entity or person accessing the APIs (“Customer”).If you are accessing or using the APIs on behalf of your company, you represent that you are authorized to enter into the Agreement on behalf of your company.
PLEASE REVIEW THESE TERMS OF SERVICE CAREFULLY. ONCE ACCEPTED, THE TERMS AND CONDITIONS OF THE AGREEMENT (INCLUDING THESE TERMS OF SERVICE) WILL BECOME A BINDING LEGAL COMMITMENT BETWEEN YOU AND WEB3B. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF SERVICE, YOU SHOULD NOT ACCEPT THESE TERMS OF SERVICE AND MAY NOT USE THE APIs.
1. ACCESS TO APIs.
1.1 Right to Access APIs. Subject to Customer’s compliance with the Agreement, Web3B grants Customer a non-exclusive, non-sublicensable, non-transferable right to access and use the APIs to use the data made available by Web3B through the APIs (“Web3B Data”) solely for Customer’s internal business purposes. Unless expressly permitted by Web3B, Web3B Data must never be provided to third parties outside Customer’s organization (other than to Customer’s own service providers), and Customer must undertake industry-standard precautions to protect Web3B Data from being collected or scraped from Customer’s Implementation (including incorporating restrictions against scraping, collection and harvesting of Web3B Data in Customer’s terms of service or end user agreement).
1.2 Usage Restrictions. Customer agrees that it will not, directly or indirectly: (i) reverse engineer, decompile, disassemble, modify, create derivative works of or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive, the source code underlying the APIs; (ii) attempt to probe, scan or test the vulnerability of the APIs, breach the security or authentication measures of the APIs without proper authorization or wilfully render any part of the APIs unusable; (iii) use or access the APIs to develop a product or service that is competitive with Web3B’s products or engage in competitive analysis or benchmarking; (iv) transfer, distribute, resell, lease, (sub)license, or assign the APIs or Web3B Data or otherwise offer the APIs or Web3B Data on a standalone basis; (v) introduce any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature through the APIs; (vi) interfere with or disrupt the APIs or the servers or networks providing the APIs; (vii) use the APIs for any activities where the use or failure of the APIs could lead to death, personal injury, or environmental damage; (viii) store any Web3B Data made available to Customer through the APIs beyond any transient caching of the Web3B Data necessary to enable use of Customer’s Implementations; or (ix) otherwise use the APIs or Web3B Data in violation of applicable law (including any export law) or outside the scope expressly permitted hereunder and in the applicable Order Form.
1.3 Usage Limitations. The Order Form(s) and corresponding documentation may contain limits on Customer’s use of the APIs (e.g. limiting the number of APIs requests that Customer may make). Customer warrants and covenants that Customer will not attempt to circumvent any such limitations with respect to the APIs.
1.4 Data Security; Audit. Customer will (a) employ appropriate and at least industry standard practices to protect all Web3B Data from unauthorized access, use or disclosure; and (b) immediately provide Web3B with written notice of any unauthorized access, use or disclosure of any Web3B Data of which Customer becomes aware.Web3B will have the right from time to time to audit Customer’s records in order to verify Customer’s compliance with the Agreement, and Customer will permit Web3B to conduct such audits and respond to all inquiries accurately and completely within ten (10) business days.Customer will assist the representatives of Web3B in conducting such audits and inquiries, without charge, and will make such documents available for inspection and copying and will make such personnel available for interviews as may be reasonably necessary to allow Web3B or its representative to perform the audit.
2. FEES
2.1 Fees. Customer will pay Web3B the fees set forth in the applicable Order Form. Customer will pay those amounts due and not disputed in good faith within thirty (30) days of the date of receipt of the applicable invoice, unless a specific date for payment is set forth in such Order Form, in which case payment will be due on the date specified. Except as otherwise specified herein or in any applicable Order Form, (a) fees are quoted and payable in United States dollars and (b) payment obligations are non-cancelable and non-pro-ratable for partial months, and fees paid are non-refundable.
2.2 Late Payment. Web3B may suspend access to the APIs immediately upon notice if Customer fail to pay any amounts hereunder at least five (5) days past the applicable due date. If Web3B has not received payment within five (5) days after the applicable due date, interest will accrue on past due amounts at the rate of one percent (1%) per month, but in no event greater than the highest rate of interest allowed by law, calculated from the date such amount was due until the date that payment is received by Web3B.
2.3 Taxes. All amounts payable hereunder are exclusive of any sales, use and other taxes or duties, however designated (collectively “Taxes”). Customer will be solely responsible for payment of all Taxes, except for those taxes based on the income of Web3B.Customer will not withhold any Taxes from any amounts due to Web3B.
3. OWNERSHIP; CONFIDENTIALITY
3.1 Ownership; Reservation of Rights. Except for the limited rights granted hereunder, Web3B exclusively owns all right, title and interest in and to the APIs, Web3B Data, and Systems Data. “System Data” means data collected by Web3B regarding the APIs that may be used to generate logs, statistics or reports regarding the performance, availability, usage, integrity or security of the APIs.
3.2 Nondisclosure and Use Restrictions. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s business (hereinafter referred to as “Confidential Information” of the Disclosing Party). Without limiting Section 3.2, the Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information; and (ii) not to use (except to perform its obligations hereunder) or divulge to any third person any such Confidential Information. The Disclosing Party agrees that the foregoing will not apply with respect to Confidential Information that the Receiving Party can document (a) is or becomes generally available to the public; or (b) was in its possession or known by its prior to receipt from the Disclosing Party; or (c) was rightfully disclosed to it by a third party; or (d) was independently developed without use of any Confidential Information of the Disclosing Party.
3.3 Feedback. Customer may from time to time provide Web3B suggestions or comments for enhancements or improvements, new features or functionality or other feedback (“Feedback”) with respect to the APIs.Web3B will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality. Web3B will have the full, unencumbered right to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with its products and services without any obligation to compensate or reimburse Customer.
4. DISCLAIMERS.
The APIs may disclose certain risk classifications or other information to Customer with respect to the websites, digital wallets, smart contracts, proposed transactions and other items that are submitted to the APIs for analysis (collectively, “Scanned Assets”). However, all such risk classifications and information are provided for informational purposes only and should not be relied upon to determine whether a particular Scanned Asset is safe or will achieve any particular result or outcome. None of the risk classifications or other information made available through the APIs constitutes a recommendation to proceed with any transaction, that such transaction is suitable or appropriate for Customer, or otherwise interact with a particular Scanned Asset. The Scanned Assets analyzed by the APIs may involve significant risks of which Web3B is unaware, and Customer should not enter into any transaction or otherwise interact with a Scanned Asset unless Customer have fully understood all such risks and have independently determined that such transactions or Scanned Assets are appropriate for Customer. Regardless of any information made available to Customer through the APIs, Customer’s decision to proceed with any transaction or otherwise interact with a Scanned Asset is entirely at Customer’s own risk.
THE APIs AND ALL WEB3B DATA ARE PROVIDED ON AN “AS-IS” BASIS AND WEB3B DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL WEB3B HAVE ANY LIABILITY ARISING FROM THE USE OF THE APIs, WEB3B DATA, INFORMATION DERIVED THEREFROM OR ACTIONS TAKEN IN RELIANCE UPON THE FOREGOING.
5. INDEMNIFICATION.
Customer agrees to defend and indemnify Web3B from and against any third-party claims and liabilities to the extent resulting from: Customer’s Implementations, Customer’s breach of the Agreement or Customer’s unauthorized use of Web3B Data. Customer must not settle any claim without Web3B’s prior written consent if the settlement would require Web3B to admit fault, pay amounts that Customer must pay under the Agreement, or take or refrain from taking any action. Web3B may participate in a claim through counsel of its own choosing at its own expense and Customer and Web3B will reasonably cooperate on the defense of any such claim.
6. LIMITATION OF LIABILITY.
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, SHALL Web3B BE LIABLE TO CUSTOMER FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING LOST PROFITS, EVEN IF WEB3B HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, OR (B) ANY AGGREGATE LIABILITY IN EXCESS OF THE AMOUNTS PAID BY CUSTOMER TO WEB3B DURING THE SIX MONTHS PRECEDING THE INCIDENT OR CLAIM.
7. TERMINATION
7.1 Term. The Agreement will commence on the earlier of (a) when Customer is first granted access by Web3B to the APIs and (b) when Customer executes or otherwise enters into the Agreement with Web3B, and will continue until terminated in accordance with Section 7.2.
7.2 Termination. Each party may terminate the Agreement for convenience by providing the other party with at least thirty (30) days prior written notice. Notwithstanding the preceding sentence, if there are any Order Form(s) in effect, the Agreement will not terminate until all such Order Form(s) have expired or have been terminated in accordance with the terms therein. Each party may also terminate the Agreement or the applicable Order Form upon written notice in the event (a) the other party commits any material breach of the Agreement or the applicable Order Form and fails to remedy such breach within thirty (30) days after written notice of such breach or (b) subject to applicable law, upon the other party’s liquidation, commencement of dissolution proceedings or assignment of substantially all its assets for the benefit of creditors, or if the other party become the subject of bankruptcy or similar proceeding that is not dismissed within sixty (60) days.
7.3 Survival. Upon expiration or termination of the Agreement all rights and obligations will immediately terminate except that any terms or conditions that by their nature should survive such expiration or termination will survive, including the terms and conditions relating to proprietary rights and confidentiality, usage restrictions, disclaimers, indemnification, limitations of liability and termination and the general provisions below. Upon expiration or termination of the Agreement, each party will return or destroy, at the other party’s option, any Confidential Information of such party in the other party’s possession or control.
8. GENERAL.
8.1 Governing Law; Jurisdiction and Venue. The Agreement is governed by the laws of the State of New York and the United States, without regard to choice or conflict of law rules thereof. The exclusive jurisdiction and venue for actions related to the subject matter of the Agreement are the state courts located in New York, NY or the United States District Court for the Southern District of New York, and both parties submit to the personal jurisdiction of these courts.
8.2 Assignment. The Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign the Agreement without the other party’s advanced written consent, except that each party may assign the Agreement without consent in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of its assets or voting securities. Any attempt to transfer or assign the Agreement except as expressly authorized under this Section will be void.
8.3 Notices. Any notice or communication under the Agreement must be in writing. Customer must send any notices under the Agreement to Web3B, in English to support@web3builders.co AND henry.katz@web3builders.co. Web3B may send notices to the email addresses on Customer’s account or, at Web3B’s option, to Customer’s last-known postal address. Web3B may also provide operational notices regarding the APIs or other business-related notices through conspicuous posting of the notice on Web3B’s website.
8.4 Independent Contractors. The parties to the Agreement are independent contractors, and the Agreement does not create a partnership, joint venture, employment, franchise, or agency relationship. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
8.5 Publicity. Customer agrees that Web3B may refer to Customer’s name and trademarks in Web3B’s marketing materials and website, including but not limited to displaying Customer’s logo, solely for the purpose of identifying Customer as a customer of Web3B.
8.6 Amendments; Waivers. Web3B may update the terms and conditions of the Agreement (which may include changes pricing and plans) from time to time with written notice to Customer in accordance with Section 8.3. No waiver will be implied from conduct or failure to enforce or exercise rights under the Agreement. Waivers must be made in writing and executed by an authorized representative of the waiving party.
8.7 Severability. If any provision of the Agreement is found by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that the Agreement may otherwise remain in effect.
8.8 No Third-Party Rights. Nothing in the Agreement confers on any third party the right to enforce any provision of the Agreement.
8.9 Entire Agreement. The Agreement represents the parties’ complete and exclusive understanding relating to the Agreement’s subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the APIs or any other subject matter covered by the Agreement. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to the Agreement.
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