Last Updated: 9 May 2024
Demerzel Solutions Limited (”Nethermind”, “we”, “us” or “our”) is a leading blockchain software development and research company, with a range of software-as-a-service offerings.
These Terms of Use (the “Agreement”) govern your access and use of the Services (defined below). The terms “you”, “your”, or “Subscriber” refer to you and any organization that you are acting on behalf of or that has authorized you to use these Services. If you are using the Services on behalf of an organization (including, but not limited to, your employer, a decentralized autonomous organization, or other legal entity), you represent and warrant that you have the authority to bind that entity to this Agreement. You and Nethermind may be referred to herein collectively as the “Parties” or individually as a “Party”.
Some Services may be offered to the public and licensed on a royalty free basis, including Services that require a paid subscription plan above a certain threshold of use. This Agreement applies to all Services regardless of whether they require a paid subscription plan.
BY USING THE SERVICES, CLICKING A BUTTON OR CHECKBOX TO ACCEPT THIS AGREEMENT, OR ENTERING INTO A SUBSCRIPTION PLAN OR AN ORDER FORM, YOU AGREE (I) TO BE FULLY BOUND BY THIS AGREEMENT AND (II) TO THE COLLECTION, USE, DISCLOSURE AND OTHER HANDLING OF INFORMATION AS DESCRIBED IN OUR PRIVACY POLICY.
If you do not agree to the Agreement or perform any and all obligations you accept under the Agreement, then you may not access or use the Services.
1.1. “Affiliate” means any entity (a) that a Party controls; (b) that a Party is controlled by; or (c) with which the Party is under common control, where control means direct or indirect control of fifty percent (50%) or more of an entity's voting interests (including by ownership).
1.2. “Authorised User” means an employee or contractor that you authorize to Use the Services.
1.3. “Documentation” means any of the following: operator and user manuals, training materials, specifications, minimum system configuration requirements, compatible device and hardware list, and other similar materials in hard copy or electronic form that relate to the Services, as provided by Nethermind to you (including any revised versions thereof) and available at https://docs.data.voyager.online, and as may be updated by us from time to time.
1.4. “End User” means a third-party individual or entity that utilises or accesses applications you provide or create using the Services.
1.5. “Effective Date” means either: (i) the effective date of your paid subscription plan, or (ii) where you have entered into an Order Form, the effective date set forth on an Order Form, or (iii) where you have not subscribed to a paid plan or entered into an Order Form, the date you first access or use the Services.
1.6. “Intellectual Property Rights” means patent rights (including patent applications and disclosures), inventions, copyrights, trademarks, trade secrets, know-how, data and database rights, mask work rights, and any other intellectual property rights recognised in any country or jurisdiction in the world.
1.7. “Licensed Volume” means the quota, limits, volume, or other measurement or conditions of permitted Use for the applicable Service as set forth on the Site, under the relevant subscription plan or in the applicable Order Form.
1.8. “Losses” means any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees and expenses).
1.9. “Month” means the period between and including the date in one calendar month to, but excluding, the same date in the next calendar month.
1.10. “Nethermind IP” means the Services, the Software, algorithms, interfaces, technology, databases, tools, know-how, processes, and methods used to provide or deliver the Services or support your Use thereof, Documentation and Services Data, all improvements, modifications or enhancements to, or derivative works of, the foregoing (regardless of inventorship or authorship), and all Intellectual Property Rights in and to any of the foregoing.
1.11. “Order Form” means, where applicable, an order form or other ordering document agreed to in writing or electronically by you and Nethermind that references this Agreement and sets forth the applicable Services to be provided by Nethermind.
1.12. “Services” means Nethermind’s ****Software as a Service offerings (including, but not limited to, Nethermind’s Starknet RPC Service and Voyager API Service), as more particularly described or identified on the Site or otherwise in an applicable Order Form, and any Updates, patches, bug fixes and upgrades that Nethermind provides to you.
1.13. “Services Data” means any data that is derived or aggregated in deidentified form from (i) Your Data; or (ii) your and/or your Authorised Users’ use of the Services, including any hardware metrics (if applicable), software event logs, globally unique identifiers for files, usage data or trends with respect to the Services.
1.14. “Site” means https://data.voyager.online/.
1.15. “Software” means the underlying software made accessible as part of or provided in conjunction with the Services.
1.16. “Term” means the period beginning on the Effective Date and continuing until the date of termination as set forth in this Agreement.
1.17. “Use” means to use and/or access in accordance with this Agreement and the Documentation.
1.18. “Updates” means any changes that Nethermind may at its discretion implement as generally available without requiring payment of additional fees. Updates do not include new offerings or services that Nethermind makes available for an additional charge.
1.19. “Your Content” means content that you or any End User transfers to us for storage or hosting by the Offerings and any computational results that you or any End User derive from the foregoing through your use of the Offerings, excluding however any information submitted to a blockchain protocol for processing.
1.20. “Your Data” means all information, data, content and other materials, in any form or medium, that is submitted, posted, collected, transmitted or otherwise provided by or on behalf of you or your End Users through the Services or to us in connection with your use of the Services, but excluding, for clarity, Services Data and any other information, data, data models, content or materials owned or controlled by us and made available through or in connection with the Services.
2.1. Generally. Subject to your continued and full compliance with the terms and conditions of this Agreement, the Documentation and all laws, rules and regulations applicable to your use of the Services, Nethermind grants you during the Term (i) the right to Use the Services solely for your internal business purposes in accordance with, and subject to, the Licensed Volume; and (ii) a limited, non-exclusive, non-sublicenseable, non-transferable license to Use the Software. The Services and Software are deemed delivered to you upon the provision of access for your benefit.
2.2. Account. In order to access the Services, you will be required to set up a User Account. You will need to provide the following information: (i) email address; (ii) a verified account (Google or GitHub) or username and password. You may share your User Account with any of your Authorised Users, subject to any limitations as set out in section 4.
2.3. Licensed Volume. Each subscription plan offered for the Services sets a Licensed Volume for your Use of the relevant Service. The Licensed Volume is measured in reference to the daily number of API requests received in a given calendar day, and resets at 00:00 UTC of the following calendar day. The Licensed Volumes are as follows:
(a) For Starknet RPC Service:
| Tier | Licensed Volume of API Requests |
|---|---|
| Free | 20K requests per day |
| Team | 1M requests per day |
| Custom | By negotiation, specific to the customer |
2.4. Services Data. Nethermind processes Services Data, which may include, but is not limited to, (i) request count per unit time, (ii) Starknet RPC methods called, (iii) response time, and other related usage data. Services Data is not Your Data, and the Nethermind Privacy Policy does not apply to it.
2.5. Third-Party Content and Services. You acknowledge that the Services may enable or assist you to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that you do so solely at your own risk. Nethermind makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by you, with any such third party. Any contract entered into and any transaction completed via any third-party website is between you and the relevant third party, and not Nethermind. Nethermind recommends that you refer to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. Nethermind does not endorse or approve any third-party website nor the content of any third-party website made available via the Services.
2.6. Feedback. In the event you and/or your Authorised Users provide to Nethermind any ideas, thoughts, criticisms, suggestions, enhancement requests, techniques, know-how, comments, feedback or other input related to the Services (collectively “Feedback”), including without limitation in response to any product plans or roadmaps shared with you, unless otherwise agreed in writing prior to such disclosure, you grant to Nethermind a worldwide, royalty-free, fully paid, perpetual, irrevocable license to use, reproduce, modify, translate, distribute, perform, display, import, sell, license, offer for sale, make, have made and otherwise exploit the Feedback in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same without restriction or obligation of any kind, on account of confidential information, intellectual property rights or otherwise. Nethermind may incorporate into its services any service, product, technology, enhancement, documentation or other development (“Improvement”) incorporating or derived from any Feedback with no obligation to license or to make available the Improvement to you or any other person or entity.
2.7. Marketing. Nethermind may publicly refer to you as a customer of Nethermind, including on Nethermind’s website, the Site and in sales presentations, and may use your logo for such purpose. Similarly, you may publicly refer to yourself as a customer of Nethermind’s software as a service, including on your website and in sales presentations. You agree that Nethermind may issue at its own expense a mutually-approved press release after the Effective Date regarding your use of the Services.
3.1. To the Services. We may change or discontinue any or all of the Services or change or remove functionality of any or all of the Services from time to time. We will use commercially reasonable efforts to communicate to you any discontinuation of a Service through the Site or public communication channels. If you are on a paid plan, we will use commercially reasonable efforts to communicate to you any discontinuation of the Services at least 14 days in advance of such discontinuation, and we will use commercially reasonable efforts to continue supporting the Services for up to three months after the discontinuation, except if doing so (a) would pose an information security or intellectual property issue, (b) is economically or technically burdensome, or (c) would create undue risk of us violating the law.
3.2. To this Agreement. We reserve the right, at our sole discretion, to modify or replace any part of this Agreement or any Documentation at any time. It is your responsibility to check this Agreement periodically for changes, but we will also use commercially reasonable efforts to communicate any material changes to this Agreement through the Site, email, or public channels. You agree that your continued use of or access to the Services following the posting of any changes to this Agreement constitutes acceptance of those changes, whether or not you were checking for changes or actually read the changes.
4.1. Use of the Services. Nethermind will not be liable, and you will be solely responsible, for (a) any unauthorised access, damage or loss that may occur through the use or misuse of your user names, passwords, API keys, hardware or software; or (b) any activities that occur under any account issued to or created by you in connection with your use of the Services, regardless of whether the activities are authorised or undertaken by you, your Authorised Users or a third party (including your contractors, agents or other End Users), including any unauthorised access or use of any such account, in each case, except to the extent proven to have been directly caused by Nethermind’s gross negligence, willful misconduct, or fraud. You will ensure that your use of the Services does not violate any applicable law.
4.2. Use Restrictions. You will not at any time and will not permit any third party or Authorised User to, directly or indirectly:
(i) use the Services in any manner beyond the scope of rights expressly granted in this Agreement;
(ii) modify or create derivative works of the Services or Documentation, in whole or in part;
(iii) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain improper access to any Software component of the Services, in whole or in part;
(iv) frame, mirror, sell, resell, rent or lease use of the Services to any other third party, or otherwise allow any third party to use the Services for any purpose other than for your benefit in accordance with this Agreement, unless otherwise agreed in writing by Nethermind;
(v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third party, or that violates any applicable law;
(vi) interfere with, or disrupt the integrity or performance of, the Services, or any data or content contained therein or transmitted thereby;
(vii) access or search the Services (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other than Software or Services features provided, or authorised, by Nethermind for use expressly for such purposes;
(viii) use the Services, Documentation, or Nethermind confidential information for benchmarking or competitive analysis with respect to competitive or related products or services, or to develop, commercialise, license, or sell any product, service or technology that could, directly or indirectly, compete with the Services;
(ix) multiplex or spread usage across multiple accounts or otherwise circumvent usage or capacity limits or the Licensed Volume;
(x) use scraping techniques to mine or scrape data from the Services;
(xi) use the Services to transmit harmful code, file, scripts, agents, or programs, including viruses, worms, time bombs, or Trojan horses; or
(xii) attempt to gain unauthorised access to Nethermind’s systems or networks.
Portions of the Services may include notices of open source or similar licenses, and you will comply with such licenses.
4.3. Authorised Users. You will not allow any third party other than Authorised Users to Use the Services. You may permit Authorised Users to Use the Services, provided that (i) the Use does not exceed the Licensed Volume; and (ii) you ensure each Authorised User complies with all applicable terms and conditions of this Agreement.
4.4. Log-In Credentials and API Authentication. To the extent we provide you with log-in credentials and API authentication generated by the Services, such log-in credentials and API authentication are for your use only and you will not sell, transfer, or sublicense them to any other entity or person, except that you may disclose your password or private key to your agents and subcontractors performing work on your behalf. You will, and will require all Authorised Users to, use all reasonable means to secure user names, passwords, API keys, hardware, and software used to access the Services in accordance with standard security protocols (e.g., multi-factor authentication), and will immediately notify us if you know or reasonably suspect that any user name, password, or API key has been compromised.
4.5. Sanctions. You represent to us that you, or any party that owns or controls you, are (i) not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (i.e., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, the United Kingdom, or other applicable government authority and (ii) not located in any country subject to a comprehensive sanctions program implemented by the United States or deemed as high risk by Stripe, including but not limited to Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk and Luhansk Regions.
5.1. Paid Subscription Plans. The use of some Services above a certain threshold requires you to subscribe to one of the paid plans offered. These are described in detail here: https://data.voyager.online/#pricing. All subscription plans follow a monthly billing period.
5.2. Stripe Integration. All fees payments are collected using the Stripe integration. By making the first subscription payment, you agree for Stripe to store the payment data and use it to charge you automatically upon the renewal of each relevant billing period.
5.3. Payments. For the Services which entail a paid subscription plan, we calculate and bill fees according to the paid plan you subscribe to. For such Services, on the first day of each successive billing period, you will be automatically charged the applicable fees (the “Base Fees”) based on the Services in the relevant paid plan. All payments are non-refundable and neither Party will have the right to set off, discount, or otherwise reduce or refuse to pay any undisputed amounts due to the other Party under this Agreement. In addition, where the Licensed Volume has been exceeded in a given billing period, the overage fees shall be charged alongside the Base Fee on the first day of the following billing period, in accordance with section 6.3. below. If you make any other changes to the Services during a billing period (for example, upgrading or downgrading your paid subscription plan), we will apply any additional fees or credits to the next billing period.
5.4. Order Form. Where you have entered into an Order Form with Nethermind, the payment terms agreed in the Order Form shall prevail and sections 5.2 and 5.3. shall be disregarded accordingly.
5.5. Payment failure. If you fail to make any payment when due, (i) Nethermind reserves the right to charge late fees at 1.5% per month or, if lower, the highest rate permitted by applicable law, and (ii) Nethermind may, in its discretion, suspend your access to the Services in accordance with section 6.1. of this Agreement. You will reimburse Nethermind for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting any late payments or interest.
5.6. Taxes. You are responsible for all sales, use, ad valorem and excise taxes, value added, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, multinational, or local governmental regulatory authority on any amount payable by you to Nethermind hereunder, other than any taxes imposed on Nethermind’s income. In the event that you are required to deduct or withhold any taxes from the amounts payable to Nethermind hereunder, you will pay an additional amount, so that Nethermind receives the amounts due to it in full, as if there were no withholding or deduction.
6.1. Suspension for reason other than exceeding the Licensed Volume. We may suspend your right to access or use any portion or any and all of the Services immediately if we determine:
(a) your use of the Services (i) poses a security risk to the Services, Nethermind or any third party, (ii) could adversely impact our systems, the Services, or the systems of any other user, (iii) could subject us, our affiliates, or any third party to liability, or (iv) could be unlawful;
(b) you are, or any Authorised User or End User is, in breach of this Agreement for reason other than breach of your payment obligations;
(c) you are in breach of your payment obligations under Section 5 for 14 days or longer; or
(d) for entities, you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.
6.2. Effect of Suspension. If we suspend your right to access or use any portion or all of a Service:
(a) you remain responsible for all fees and charges you incur during the period of suspension; AND
(b) you will not be entitled to any service credits for any period of suspension.
6.3. API requests over the Licensed Volume. Nethermind retains the sole discretion to (i) limit your API requests, and/or (ii) increase the price per API request submitted in conjunction with your use of the Services if your usage of the Service exceeds the Licensed Volume specified in your subscription plan or otherwise on the Site or user interface of the Service. The action taken where Licensed Volume is exceeded shall depend on the tier to which you subscribe, as detailed below:
| Tier | Price, flat monthly component | Licensed Volume | Price, over Licensed Volume requests | Consequences of exceeding the Licensed Volume |
|---|---|---|---|---|
| Free | USD 0 per month | 20K requests per day | N/A | No more responses |
| Team | USD 250 per month | 1M requests per day | USD 16.44 per M requests. This is double the at-quota rate. | Responses served, billed at the higher rate |
| Custom | By negotiation, specific to the customer | By negotiation, specific to the customer | By negotiation, specific to the customer | Responses served, billed at the higher rate negotiated |
Where you exceed the Licensed Volume by more than 300% for at least 15 (non-consecutive) days in any Month, Nethermind reserves the right to either (i) suspend your right to access or use any portion or any and all of the Services immediately until a Custom tier subscription is agreed, or (ii) introduce a strict limit such that requests above the Licensed Volume will not be accepted.
7.1. Nethermind rights. You acknowledge and agree that Nethermind owns all Nethermind IP. Except as expressly stated herein, this Agreement does not grant you any Intellectual Property Rights in respect of the Nethermind IP.
Nethermind confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.
7.2. Your Data.
(a) As between you and Nethermind, you own and retain all right, title, and interest in and to all Your Data.
(b) You hereby grant Nethermind a non-exclusive, worldwide, royalty-free right and license to use, host, reproduce, display, perform, and modify Your Data solely for the purpose of hosting, providing, operating, and improving the Services and Nethermind’s other related products, services, and technologies during the Term or as otherwise required by applicable law. Nethermind may generate and use Services Data to provide, operate, and improve the Services or for any lawful purpose.
(c) You represent and warrant that you have obtained and will obtain and continue to have, during the Term, all necessary rights, authority, consents, and licenses for the access to and use of Your Data (including any personal data provided or otherwise collected pursuant to your privacy policy) as contemplated by this Agreement.
(iv) Nethermind will Process any Personal Data (as defined in the UK GDPR) that Nethermind receives in connection with this Agreement by you or on your behalf, in accordance with its privacy policy available here: https://voyager.online/privacy-policy.
8.1. General.
(a) You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any Losses arising out of or relating to any claim concerning: (a) breach of this Agreement or violation of applicable law by you; or (b) a dispute between you and any other person.
(b) We will defend, indemnify, and hold harmless you and your employees, officers, directors, and representatives from and against any Losses arising out of or relating to any claim concerning our material and intentional breach of this Agreement.
8.2. Intellectual Property.
(a) Subject to the limitations in this Section 8, you will defend Nethermind, its affiliates, and their respective employees, officers, and directors against any third-party claim alleging that any of Your Content infringes or misappropriates that third party’s intellectual property rights, and will pay the amount of any adverse final judgment or settlement.
(b) Subject to the limitations in this Section 8 and the limitations in Section 10, we will defend you and your employees, officers, and directors against any third-party claim alleging that the Services infringe or misappropriate that third party’s intellectual property rights, and will pay the amount of any adverse final judgment or settlement. However, we will not be required to spend more than $5,000 pursuant to this Section 8, including without limitation attorneys’ fees, court costs, settlements, judgments, and reimbursement costs.
(c) Neither party will have obligations or liability under this Section 8.2. arising from infringement by you combining the Services with any other product, service, software, data, content or method. In addition, we will have no obligations or liability arising from your use of the Services after we have notified you to discontinue such use. The remedies provided in this Section 8.2 are the sole and exclusive remedies for any third party claims of infringement or misappropriation of intellectual property rights by the Services or by Your Content.
8.3. Process. In no event will a party agree to any settlement of any claim that involves any commitment, other than the payment of money, without the written consent of the other party.
THE SERVICES ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED OR WAIVED, WE AND OUR AFFILIATES AND LICENSORS (A) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICES, THE THIRD PARTY CONTENT, OR THE THIRD PARTY SERVICES, AND (B) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (I) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, (II) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, (III) THAT THE SERVICES, THIRD PARTY CONTENT, THIRD PARTY SERVICE, THE INTERNET, NETWORK, BLOCKCHAIN NETWORK, OR SYSTEMS INFRASTRUCTURE WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, AND (IV) THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED, AND (V) THAT ANY DATA OR INFORMATION PROVIDED AS PART OF THE SERVICES WILL BE COMPLETE, ACCURATE AND/OR RELIABLE. YOUR USE OF THE SERVICES AND ANY CONCLUSIONS DRAWN THEREFROM ARE AT YOUR OWN RISK AND YOU WILL BE SOLELY LIABLE AND RESPONSIBLE FOR ANY DAMAGE OR LOSS RESULTING THEREFROM. YOU UNDERSTAND THAT DIGITAL ASSETS AND CRYPTOASSETS ARE SUBJECT TO MARKET VOLATILITY, AND THAT THE COST AND SPEED OF BLOCKCHAIN NETWORKS ARE VARIABLE AND CANNOT BE CONTROLLED BY NETHERMIND. YOU ASSUME FULL RESPONSIBILITY FOR ALL RISKS OF ACCESSING AND USING THE SERVICES TO INTERACT WITH BLOCKCHAIN NETWORKS. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE NOT RELIED AND ARE NOT RELYING UPON ANY REPRESENTATION OR WARRANTY FROM NETHERMIND THAT IS NOT OTHERWISE IN THIS AGREEMENT OR IN A SEPARATE WRITTEN AGREEMENT BETWEEN US, AND YOU AGREE YOU WILL NOT TAKE A POSITION IN ANY PROCEEDING THAT IS INCONSISTENT WITH THIS PROVISION.
10.1. Exclusion of Damages. EXCEPT FOR: (I) FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT BY EITHER PARTY, OR (II) BREACH OF YOUR PAYMENT OBLIGATIONS, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF INCOME, DATA, FUNDS, ASSETS, PROFITS, REVENUE, GOODWILL, REPUTATION, OR BUSINESS INTERRUPTION, OR THE COST OF COVER OR SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
10.2. General Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT FOR CLAIMS UNDER SECTION 4 (USE RESTRICTIONS) AND SECTION 8 (INDEMNIFICATION), IN NO EVENT WILL EITHER PARTY’S OR ITS AFFILIATES’ TOTAL LIABILITY TO THE OTHER PARTY IN CONNECTION WITH THIS AGREEMENT, EXCEED THE FEES ACTUALLY PAID OR PAYABLE BY YOU TO NETHERMIND IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY ON WHICH THE CLAIM OR LIABILITY IS BASED, AND WHETHER OR NOT NETHERMIND WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
11.1. Term. The Term of this Agreement begins on the Effective Date and shall run until the date of termination as set forth herein.
11.2. Termination by You. If you entered into this Agreement by subscribing to a paid plan through the Site, then you may terminate this Agreement by clicking the ‘unsubscribe’ button available on your User Account. If you are on the Free tier, you may terminate this Agreement at any time by ceasing to use the Services. If you are on the Team or Custom tier, you may terminate this Agreement effective at the end of the billing period in which you terminate, provided **that you shall remain responsible for all fees associated with your use of the Services during the Term.
11.3. Termination by Nethermind. Nethermind may terminate this Agreement by providing fourteen (14) days’ written notice to you and refund a pro-rated amount of any Fees paid for the remaining portion of the Term.
11.4. Survival. This Section 11.4 and Sections 1, 2.5, 2.6, 4.1, 4.2, 4.3, 5, 7, 8, 9, 10, 11.5, and 12 survive any termination or expiration of this Agreement.
11.5. Effect of Termination. Upon expiration or termination of this Agreement the rights granted pursuant to Section 2.1 will terminate.
12.1. Assignment. You will not assign or otherwise transfer this Agreement or any of your rights and obligations under this Agreement, without our prior written consent. Any assignment or transfer in violation of this Section 12.1 will be void. We may assign this Agreement without your consent (a) in connection with a merger, acquisition or sale of all or substantially all of our assets, or (b) to any Affiliate or as part of a corporate reorganisation; and effective upon such assignment, the assignee is deemed substituted for us as a party to this Agreement and we are fully released from all of our obligations and duties to perform under this Agreement. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns.
12.2. DAOs. As a blockchain native company, we may interact with and provide certain Services to DAOs. Due to the unique nature of DAOs, to the extent the DAO votes in favour of and/or accepts such Services from Nethermind, the DAO has acknowledged and agreed to this Agreement in its entirety.
12.3. Entire Agreement and Modifications. This Agreement is the entire agreement between you and us regarding the subject matter of this Agreement. If the terms of this Agreement are inconsistent with the terms contained in the Documentation, the terms contained in this Agreement will control. Any modification to the terms of this Agreement may only be made in writing. In the event of any conflict between this Agreement and any Order Form, the Order Form shall prevail.
12.4. Force Majeure. Neither Party nor their respective affiliates will be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond such Party’s reasonable control, including but not limited to acts of God, utilities or other telecommunications failures, cyber attacks, earthquake, storms or other elements of nature, pandemics, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
12.5. Export and Sanctions Compliance. In connection with this Agreement, you will comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations, including all such laws and regulations that prohibit certain transactions. For clarity, you are solely responsible for compliance related to the manner in which you choose to use the Services. You may not use any Services if you are the subject of U.S. sanctions or of sanctions consistent with U.S. law imposed by the governments of the country where you are using the Services.
12.6. Independent Contractors; Non-Exclusive Rights. We and you are independent contractors, and this Agreement will not be construed to create a partnership, joint venture, agency, or employment relationship. Neither Party, nor any of their respective Affiliates, is an agent of the other for any purpose or has the authority to bind the other. Both Parties reserve the right (a) to develop or have developed for it products, services, concepts, systems, or techniques that are similar to or compete with the products, services, concepts, systems, or techniques developed or contemplated by the other Party, and (b) to assist third party developers or systems integrators who may offer products or services which compete with the other Party’s products or services.
12.7. Notice.
(a) To You. We may provide any notice to you under this Agreement using commercially reasonable means, including: (i) posting a notice on the Site; (ii) sending a message to the email address then associated with your User Account; (iii) posting the notice in the interface of the applicable Service; or (iv) using public communication channels. Notices we provide by posting on the Site or using public communication channels will be effective upon posting, and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address current to the extent you have an User Account. You will be deemed to have received any email sent to the email address then associated with your User Account when we send the email, whether or not you actually receive the email.
(b) To Us. To give us notice under this Agreement, you must contact us by email at legalnotices@nethermind.io.
12.8. No Third-Party Beneficiaries. Except as otherwise set forth herein, this Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement.
12.9. No Waivers. The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.
12.10. Severability. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.
12.11. Governing Law; Jurisdiction. This Agreement and any action related thereto will be governed and interpreted by and under the laws of England and Wales. The Parties agree that the courts of England and Wales have exclusive jurisdiction in relation to the determination of disputes between them relating to the Agreement.