Version 1.0 | Version Effective Date: October 21, 2026
Contents
These Terms of Service (this “Agreement”) govern the products and services that Blockworks, Inc. (“Blockworks”) provides to the customer identified in an Order Form (“Customer”) under that Order Form, including any deliverables, content, data, and access rights provided in connection with them (collectively, the “Services”). This Agreement consists of (a) these general terms (the “General Terms”), (b) the product terms attached as Exhibits A through F, which apply only to the products a Customer purchases, and (c) each order form executed by the parties that references this Agreement (each, an “Order Form”), including the fee schedule set out in that Order Form (the “Fee Schedule”). Each Order Form is a separate document, executed by the parties, that identifies Customer, describes the Services purchased, sets out the Fees and any other commercial terms, and incorporates this Agreement by reference.
Customer accepts this Agreement by executing an Order Form that references it, or by accessing or using the Services. The version of this Agreement in effect on the date an Order Form is executed governs that Order Form for its term, as provided in the Section titled “Updates to This Agreement”. If Customer does not agree to this Agreement, Customer may not access or use the Services.
Customer and Blockworks may instead agree to a negotiated master services agreement; where a signed master services agreement between the parties covers the Services purchased, that agreement governs and this Agreement does not apply to those Services.
1. Retention of Blockworks. Customer hereby retains the services of Blockworks to provide the Services described in the Order Forms to Customer. Customer will pay the fees and costs as described in the Order Forms. Blockworks will perform all Services in a professional, diligent, and timely manner, consistent with industry standards. Blockworks may, at its discretion, engage subcontractors or other third-party service providers to perform or assist in performing the Services, provided that Blockworks remains responsible for the performance of such subcontractors and their compliance with the terms of this Agreement. Customer hereby agrees to reimburse Blockworks for its actual and reasonable out-of-pocket expenses incurred in the performance of this Agreement.
2. Ownership Rights; Customer Materials. (a) Unless explicitly stated otherwise in the applicable Order Form, all rights, title, and interest in and to any work product, deliverables, inventions, discoveries, methodologies, processes, software, data, reports, research, or other materials created, developed, or provided in connection with the Services shall remain the sole and exclusive property of Blockworks. Customer is granted no ownership of, and no license to, any Services, deliverables, data, methodologies, or other Blockworks materials except the limited, terminable use rights expressly stated in this Agreement or the applicable Order Form, and no such license or use right survives the expiration or termination of this Agreement or the applicable Order Form except as expressly provided in this Agreement. (b) Customer retains all right, title, and interest in and to the materials, trademarks, logos, data, and other content that Customer provides to Blockworks in connection with the Services (collectively, “Customer Materials”). Customer hereby grants Blockworks a non-exclusive, royalty-free, worldwide license to use, reproduce, display, and distribute Customer Materials solely to perform the Services and solely during the Term. Customer represents and warrants that it has all rights necessary to grant the foregoing license and that Blockworks’ authorized use of Customer Materials will not infringe or misappropriate the intellectual property or other rights of any third party. (c) Customer acknowledges that certain deliverables incorporate Customer Materials at the time of publication or production, including podcast episodes, newsletter issues, and other media carrying Customer’s sponsor branding, and event-related materials such as Customer’s name and logo on event websites and signage, photographs, and panel or session recordings. Notwithstanding the expiration or termination of this Agreement or any Order Form, Customer grants Blockworks a perpetual, irrevocable, non-exclusive, royalty-free, worldwide license to continue to host, display, distribute, and archive such deliverables and materials in the form in which they were published or produced during the term of the applicable Order Form. For clarity, following expiration or termination Blockworks will not use Customer Materials to create new marketing or promotional materials except as permitted under the Section titled “Publicity.” (d) Customer will not use, and will not permit any third party to use, any Services, deliverables, data, or other Blockworks materials to train, develop, fine-tune, or improve any artificial-intelligence or machine-learning model, except to the extent expressly permitted in the applicable Order Form.
3. Blockworks Representations and Warranties. Blockworks represents and warrants that it is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation, and has all requisite power and authority to enter into this Agreement and to perform its obligations hereunder. Blockworks further warrants that its provision of the Services will not knowingly violate the intellectual property rights of any third party. Blockworks further warrants that it will comply with all applicable laws in performing the Services. EXCEPT FOR THE FOREGOING WARRANTIES, THE SERVICES ARE PROVIDED “AS-IS” AND “AS AVAILABLE,” WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. BLOCKWORKS DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER’S EXPECTATIONS. THE EXPRESS WARRANTIES SET FORTH IN THIS PARAGRAPH ARE THE ONLY WARRANTIES MADE, AND THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY THERE ARE NO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
4. Customer Representations and Warranties. Customer represents and warrants that (i) Customer has the full power and authority to enter into this Agreement and to perform its obligations hereunder, without the need of any approvals or consents not yet obtained; (ii) Customer has the right to grant any assignments or licenses granted herein, without the need for any assignments, approvals, or consents not yet obtained; (iii) Customer is duly incorporated and is validly existing under the laws of its jurisdiction of incorporation and has all requisite legal and corporate power and authority to execute and deliver this Agreement and to carry out and perform its obligations under the terms of this Agreement; (iv) Customer will comply with all applicable laws, regulations, and ordinances in connection with its use of the Services provided under this Agreement; and (v) all information provided or that will be provided by Customer to Blockworks is accurate, complete, and truthful to the best of Customer’s knowledge.
5. Fees; Payment. (a) “Fees” means the fees and expense reimbursements set out in the applicable Order Form or Fee Schedule and this Agreement, and Customer will pay all Fees. (b) Blockworks will invoice Customer for the Fees as set out in the applicable Order Form, and will invoice Customer on a monthly basis for reimbursable out-of-pocket expenses; each invoice is due within thirty (30) days of the invoice date unless the applicable Order Form states otherwise. (c) Any undisputed amount not paid when due will accrue interest from the due date until paid at a rate of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is lower. (d) If Customer fails to pay any undisputed amount and the failure continues for ten (10) days after Blockworks provides written notice of nonpayment, the failure will constitute a material breach of this Agreement; Blockworks’ right to suspend Services for uncured nonpayment is set out in the Section titled “Term and Termination; Suspension.” (e) If Customer disputes any invoiced amount in good faith, Customer will notify Blockworks in writing within ten (10) days of the invoice date, will timely pay all undisputed amounts, and the parties will work together in good faith to resolve the disputed amount promptly. (f) All Fees quoted in any Order Form, Fee Schedule, or this Agreement are exclusive of all taxes, and Customer is responsible for all sales, use, value-added (VAT), goods-and-services (GST), consumption, excise, withholding, and similar taxes, levies, and duties (and any related interest and penalties) arising in connection with this Agreement or any Order Form, excluding only taxes based on Blockworks’ net income. Blockworks may add any such applicable taxes to its invoices where it is required to collect them by law, and Customer will pay them in addition to the Fees. If any applicable law requires Customer to withhold or deduct any amount from a payment to Blockworks, Customer will gross up the payment so that, after all required withholdings and deductions, Blockworks receives and retains the full amount it would have received had no such withholding or deduction been required. (g) Except as expressly provided in this Agreement or an Order Form, all Fees are non-refundable. (h) Payment in USDC. Customer may pay any invoice in U.S. dollars or, unless the applicable Order Form states otherwise, in USD Coin (“USDC”) transferred on the Ethereum network to the wallet address Blockworks designates in writing, and each USDC received will be credited as one U.S. dollar against the invoice. A USDC payment is deemed received only when the transfer is confirmed on the Ethereum network and received in that wallet. Customer bears all network and transaction fees, and USDC sent on any other network or to any other address does not discharge the invoice. By paying in USDC, Customer represents and warrants that it owns, or has full authority to transfer, the USDC and that the transfer does not violate any applicable sanctions, anti-money-laundering, or other law. Blockworks may screen any sending wallet and its transaction history and may reject, return, or decline to credit any USDC that Blockworks reasonably determines originates from or is associated with a sanctioned person or jurisdiction or presents another illicit-finance or compliance risk; any USDC so returned is returned at Customer’s cost, and the invoice remains due and payable. If USDC fails to maintain a value of at least $0.99 per 1 USDC for any continuous period of twenty-four (24) hours, or its issuer suspends or materially restricts redemptions, Blockworks may, upon written notice, require payment in U.S. dollars, and any USDC received during that period will be credited at its U.S. dollar value as reasonably determined by Blockworks on the date received. Customer will defend, indemnify, and hold harmless Blockworks and its officers, directors, employees, and agents from and against any Losses arising out of Customer’s breach of the representations and warranties in this subsection (h). Blockworks does not accept payment in any other cryptocurrency, stablecoin, token, or digital asset.
6. Delivery Schedule; Customer-Requested Delays. (a) Blockworks will deliver the Services and deliverables on the dates or schedule set out in the applicable Order Form (including its Fee Schedule) (each such date, as originally scheduled, a “Scheduled Delivery Date”). (b) If delivery of any Service or deliverable is delayed, postponed, or rescheduled at Customer’s request, or as a result of Customer’s failure to provide the access, materials, approvals, feedback, or other cooperation reasonably required for Blockworks to perform, the original Scheduled Delivery Date will continue to govern Customer’s payment obligations, and Blockworks will have no obligation to reserve capacity, media placements, event space, or personnel beyond that date. (c) If any such delay continues for six (6) months after the original Scheduled Delivery Date, then effective as of the last day of that six-month period the affected Service or deliverable will be deemed delivered, performed, and accepted in full, all Fees allocable to it will be deemed fully earned, due and payable (to the extent not already paid) and non-refundable, and Blockworks will have no further obligation to deliver or perform it. Blockworks may thereafter deliver, reschedule, or substitute the affected Service or deliverable in its discretion, which, unless Blockworks agrees otherwise in writing, requires a new Order Form or a change order signed by both parties and payment of additional Fees. (d) This Section does not limit Blockworks’ rights under the Section titled “Fees; Payment,” the Section titled “Term and Termination; Suspension,” or any work-stoppage, suspension, or delivery-deadline provision of any product-terms Exhibit.
7. Confidentiality.
a. As used herein, the “Confidential Information” of a Party will mean any and all technical and non-technical information disclosed by such Party (the “Disclosing Party”) or its representatives to the other Party (the “Receiving Party”), whether before or after the Effective Date, and which may include without limitation: (a) patent and patent applications; (b) trade secrets; (c) proprietary and confidential information, ideas, techniques, sketches, drawings, works of authorship, models, inventions, know-how, processes, apparatuses, equipment, algorithms, software programs, software source documents, and formulae related to the current, future, and proposed products and services of the Disclosing Party, such as information concerning research, experimental work, development, prototypes, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, business and contractual relationships, business forecasts, sales and merchandising, and marketing plans; (d) any data related to customers, investors, employees, or others; and (e) all other information that the Receiving Party knew, or reasonably should have known, was the Confidential Information of the Disclosing Party. The Confidential Information shall include all such technical and nontechnical information of, or related to, the Disclosing Party, any of its affiliates and any of their respective contract parties, stockholders or personnel.
b. Notwithstanding the foregoing, Confidential Information shall not include information which: (i) is known to the Receiving Party at the time of disclosure or becomes known to the Receiving Party from a source other than the Disclosing Party without breach of this Agreement or of any other obligation of confidentiality; (ii) is or becomes publicly known through no wrongful act of the Receiving Party or any subsidiary of the Receiving Party; (iii) is rightfully received from a third party without restriction on disclosure; (iv) is independently developed by the Receiving Party or any of its subsidiaries without use of, or reference to, the Disclosing Party’s Confidential Information; (v) is furnished to any third party by the Disclosing Party without restriction on its disclosure.
c. Both parties agree that they will not disclose any Confidential Information of the Disclosing Party to any third party and will not use the Disclosing Party’s Confidential Information for any purpose other than for the performance of the rights and obligations hereunder during the term of this Agreement and for a period of 5 years thereafter (provided that, with respect to any Confidential Information that constitutes a trade secret under applicable law, these obligations will continue for as long as the information remains a trade secret), without the prior written consent of the Disclosing Party. Both parties further agree that any Disclosing Party’s Confidential Information shall remain the sole property of the Disclosing Party, and that it will take all reasonable precautions to prevent any unauthorized disclosure of the Disclosing Party’s Confidential Information by Receiving Party’s employees. No license shall be granted by the Disclosing Party to the Receiving Party with respect to Confidential Information disclosed hereunder unless otherwise expressly provided herein. Moreover, both parties understand the sensitive nature of Confidential Information and the underlying project. Upon the Disclosing Party’s written request, the Receiving Party will promptly return or destroy all Confidential Information furnished hereunder and all copies thereof and, upon request, certify such destruction in writing within ten (10) business days; provided that the Receiving Party may retain (i) copies contained in automatic backup or archival systems that are not readily accessible in the ordinary course of business and (ii) copies required to be retained by applicable law, regulation, or a bona fide document-retention policy, and any Confidential Information so retained will remain subject to the confidentiality obligations of this Section for as long as it is retained.
d. Notwithstanding the above, Confidential Information may be disclosed by the Receiving Party to the extent such disclosure is required by a valid judicial order, subpoena, or other legal requirement (collectively, “Judicial Order”), provided that the Receiving Party: (i) Promptly notifies the Disclosing Party in writing of the existence, terms, and circumstances surrounding such Judicial Order, so far as it is legally permitted to do so; (ii) Cooperates with the Disclosing Party, at the Disclosing Party’s expense, in taking legally available steps to resist or narrow such disclosure and/or obtain an appropriate protective order or other remedy; (iii) Discloses only that portion of the Confidential Information which, in the opinion of its legal counsel, is legally required to be disclosed, and uses its reasonable efforts to ensure that such disclosed information is accorded confidential treatment.
8. Equitable Relief. The parties acknowledge that a breach or threatened breach of the Section titled “Confidentiality,” the Section titled “Publicity,” the Section titled “Non-Solicitation; Non-Disparagement,” or the license or use restrictions in any product-terms Exhibit (including Exhibit D) may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, the parties agree that, in the event of such a breach or threatened breach, the non-breaching Party shall be entitled to seek injunctive relief, including but not limited to a temporary restraining order or preliminary or permanent injunction, to prevent or restrain such breach, without the necessity of posting a bond or other security. This remedy shall be in addition to any other rights or remedies available at law or in equity.
9. Indemnification. (a) Indemnification by Customer. Customer will defend, indemnify, and hold harmless Blockworks and its officers, directors, employees, and agents from and against all claims, liabilities, losses, damages, costs, and expenses, including reasonable attorneys’ fees (collectively, “Losses”), arising out of any third-party claim, demand, suit, or proceeding to the extent arising from: (i) Customer Materials, or Blockworks’ authorized use of Customer Materials, infringing, misappropriating, or violating the intellectual property or other rights of any third party; (ii) Customer’s use of the Services or any deliverables in violation of this Agreement or applicable law; (iii) Customer’s products, services, or applications; or (iv) Customer’s gross negligence or willful misconduct. (b) Procedures. The party seeking indemnification (the “Indemnified Party”) will give the other party (the “Indemnifying Party”) prompt written notice of any claim, demand, suit, or proceeding for which indemnity is sought (a “Claim”); provided that a failure or delay in giving notice will relieve the Indemnifying Party of its obligations only to the extent it is actually prejudiced thereby. The Indemnifying Party will have the right to assume the defense and control of the Claim at its own expense and with counsel of its choice, provided that the Indemnifying Party may not settle any Claim in a manner that imposes any non-monetary obligation on, or requires any admission of liability or wrongdoing by, the Indemnified Party without the Indemnified Party’s prior written consent, which will not be unreasonably withheld or delayed. The Indemnified Party will cooperate in the defense of the Claim and may participate in the defense with its own counsel at its own expense.
10. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, AND EXCEPT AS PROVIDED IN THE FOLLOWING SENTENCE, NEITHER PARTY NOR ANY OF ITS OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS, OR EMPLOYEES (AS TO EACH PARTY, ITS “AFFILIATED PARTIES”) SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR THE TERMS AND CONDITIONS RELATED THERETO, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY, OR LOSS OF BUSINESS, LOSS OF DATA, OR LOST REVENUE; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES; OR (C) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE TOTAL FEES PAID BY CUSTOMER TO BLOCKWORKS UNDER THE ORDER FORM OR ORDER GIVING RISE TO THE CLAIM OR, IF THE CLAIM DOES NOT ARISE UNDER A PARTICULAR ORDER FORM OR ORDER, THE TOTAL FEES PAID BY CUSTOMER TO BLOCKWORKS UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM, IN EACH CASE WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF SUCH DAMAGES ARE FORESEEABLE. THE FOREGOING EXCLUSIONS AND LIMITATIONS SHALL NOT APPLY TO: (i) LIABILITY FOR BODILY INJURY TO OR DEATH OF ANY PERSON; (ii) A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD; (iii) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT (INCLUDING UNDER THE SECTION TITLED INDEMNIFICATION); (iv) A PARTY’S BREACH OF THE SECTION TITLED CONFIDENTIALITY; (v) CUSTOMER’S BREACH OF THE LICENSE OR USE RESTRICTIONS IN ANY PRODUCT-TERMS EXHIBIT (INCLUDING EXHIBIT D) OR CUSTOMER’S INFRINGEMENT OR MISAPPROPRIATION OF BLOCKWORKS’ INTELLECTUAL PROPERTY; OR (vi) CUSTOMER’S OBLIGATION TO PAY FEES DUE UNDER THIS AGREEMENT OR ANY ORDER FORM. NOTHING IN THIS SECTION LIMITS CUSTOMER’S OBLIGATION TO PAY ANY FEES DUE.
11. Term and Termination; Suspension. This Agreement shall commence, as between Blockworks and Customer, on the date Customer first accepts it as provided above (the “Effective Date”) and shall continue until terminated by either Party in accordance with the terms set forth herein (the “Term”). This Agreement will continue in effect for so long as any Order Form remains in effect. (a) Termination for cause. Either party may terminate this Agreement for cause if the other party materially breaches this Agreement, or may terminate the affected Order Form for cause if the other party materially breaches that Order Form, in each case where the breaching party fails to cure the breach within thirty (30) days after written notice describing the breach; provided that, for nonpayment, the cure period is the ten (10)-day period following written notice of nonpayment under the Section titled “Fees; Payment,” and no additional notice or cure period applies. A material breach of an individual Order Form does not, by itself, entitle the non-breaching party to terminate this Agreement or any other Order Form. (b) Termination for insolvency. Either party may terminate this Agreement immediately upon written notice if the other party becomes insolvent or is unable to pay its debts as they fall due, makes an assignment or other arrangement for the benefit of creditors, has a receiver, liquidator, provisional liquidator, administrator, or similar officer appointed over it or over any material part of its assets, passes a resolution or has an order made for its winding up, dissolution, or liquidation (other than a solvent reorganisation), or files or has filed against it a petition in bankruptcy or an application to wind it up that is not dismissed or discharged within sixty (60) days. (c) Administrative termination. If no Order Form is active or pending (an Order Form is “pending” if it has been executed but has not yet commenced), either party may terminate this Agreement upon thirty (30) days’ written notice. (d) No termination for convenience. Except as expressly provided in this Section, no Order Form or subscription may be terminated for convenience by either party. Suspension. In addition to its other rights and remedies, Blockworks may suspend the Services, in whole or in part, upon written notice if Customer fails to pay any undisputed amount when due and the failure continues after the cure period set out in the Section titled “Fees; Payment,” or if Customer materially violates the license or use restrictions in any product-terms Exhibit; Blockworks will restore the Services promptly after the cause for suspension is cured. Effects of Termination; Survival. Upon expiration or termination of this Agreement, all licenses granted to Customer will terminate, Customer will pay Blockworks for all Services performed and amounts accrued through the effective date of termination, and each party will return or destroy the other party’s Confidential Information as provided in the Section titled “Confidentiality.” If Customer terminates this Agreement or an Order Form pursuant to subsection (a) as a result of Blockworks’ uncured material breach, Blockworks will refund to Customer, on a pro-rata basis, any prepaid, unused Fees allocable to Services not yet delivered as of the effective date of termination; no refund is due in connection with any termination under subsection (b) or (c) or any other termination not resulting from Blockworks’ uncured material breach, and, except as expressly provided in this Agreement or an Order Form, all other Fees remain non-refundable. The following provisions survive expiration or termination of this Agreement: the Sections titled “Ownership Rights; Customer Materials,” “Fees; Payment” (as to accrued Fees, taxes, and interest), “Confidentiality,” “Equitable Relief,” “Indemnification,” and “Limitation of Liability”; the warranty disclaimers in the Section titled “Blockworks Representations and Warranties”; the Sections titled “Publicity,” “Non-Solicitation; Non-Disparagement” (in accordance with its stated one-year periods), and “Customer Data” (in accordance with its terms); and the Sections titled “Relationship of Parties” through “Counterparts” (which include the Section titled “Jurisdiction”), together with the post-termination obligations in any product-terms Exhibit (including Exhibit D), and any other provision that by its nature should survive.
12. Publicity. Neither party will use the other party’s name, logo, or trademarks in any press release, customer list, marketing or promotional material, or other publicity without the other party’s prior written consent (which may be given by email), provided that no separate consent is required for any use expressly contemplated by an Order Form or product-terms Exhibit, including display of Customer’s name, logo, or branding in connection with the Services purchased. Any approved use will comply with the mark owner’s then-current brand guidelines and will cease prospectively upon the mark owner’s written request. Neither party will disclose the specific terms of this Agreement except as permitted under the Section titled “Confidentiality.”
13. Non-Solicitation; Non-Disparagement. (a) Non-solicitation. During the term of the applicable Order Form and for one (1) year thereafter, neither party will, directly or indirectly, solicit or encourage any employee or contractor of the other party, and Customer will not, directly or indirectly, solicit or encourage any guest, sponsor, advertiser, customer, or business partner of Blockworks with whom Customer first came into contact in connection with this Agreement, in each case to terminate or alter its relationship with that party; provided that this restriction does not apply to (i) general solicitations or advertisements not specifically targeted at the other party’s personnel or relationships, (ii) relationships that preexist the applicable Order Form, or (iii) relationships that arise independently without reliance on Confidential Information. (b) Non-disparagement. During the Term and for one (1) year thereafter, neither party will make, publish, or communicate any disparaging or negative statement, whether written, oral, or electronic, about the other party or any of its officers, directors, employees, or agents; provided that this restriction does not apply to truthful statements required by law, legal process, or governmental investigation. Nothing in this subsection (b) restricts, or shall be construed to restrict, Blockworks’ editorial, journalistic, research, data, or analytical content, commentary, or coverage published in the ordinary course of its business, none of which constitutes disparagement for purposes of this Agreement.
14. Customer Data. Customer hereby grants Blockworks the right to collect, use, process, and store data provided by Customer, its employees, and users (collectively, “Customer Data”) for the purpose of (i) performing the Services; (ii) enhancing and improving Blockworks’ internal processes, methodologies, and tools; and (iii) developing, training, and refining Blockworks’ machine learning models or similar technologies. Blockworks will use Customer Data in compliance with applicable data privacy laws and regulations, and will not disclose or share identifiable Customer Data with third parties except as necessary to perform the Services or as required by law. Customer Data used for the purposes described in clauses (ii) and (iii) will be anonymized or aggregated. Customer will provide all information, access, and cooperation reasonably required by Blockworks to perform the Services, will designate a point of contact for that purpose, and will obtain all third-party consents necessary for Blockworks to perform the Services. Customer represents and warrants that it has obtained all necessary rights, consents, and permissions to provide Customer Data to Blockworks for the purposes described in this Section, and Customer will indemnify Blockworks as provided in the Section titled “Indemnification” for any breach of the foregoing. Blockworks will implement commercially reasonable technical, administrative, and physical safeguards to protect Customer Data from unauthorized access, disclosure, or use. Customer will not redistribute, resell, syndicate, publish, or otherwise make available to any third party any data (including any Data as defined in Exhibit D), reports, or other outputs of the Services, except to the extent (and subject to the attribution and controls) expressly permitted under any product-terms Exhibit or the applicable Order Form. Blockworks’ rights in anonymized or aggregated data and in any improvements to its models, tools, and processes will survive expiration or termination of this Agreement.
15. Relationship of Parties. This Agreement will not be construed as creating an agency, partnership, joint venture or any other form of association between the parties, and the parties shall, at all times, be, and remain, independent contractors.
16. Force Majeure. Neither Party will be liable for or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Party’s reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event. For the avoidance of doubt, a force majeure event does not excuse, suspend, or delay Customer’s obligation to pay any Fees when due.
17. Notice. All notices, requests, demands, or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the parties via email. Notices to Customer shall be sent to the notice email address designated in the applicable Order Form (or, if none is designated, the email address of Customer’s point of contact identified in that Order Form) and notices to Blockworks shall be sent to [email protected]. Notices will be deemed to have been duly given when sent by email. Either Party may change its email address for notices by providing notice to the other Party in writing.
18. Jurisdiction. This Agreement shall be governed in accordance with the laws of the State of Delaware, without giving effect to any conflict of laws principles that would require the application of the law of another jurisdiction. All disputes under this Agreement shall be resolved by litigation in the courts of the State of Delaware including the federal courts therein and the parties all consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to them.
19. Successors. The provisions of the Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their heirs, administrators, and permitted successors and assigns.
20. Assignability. Neither Party may assign or transfer this Agreement or any rights or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of the other Party; provided, however, that either Party may assign this Agreement in its entirety, without the other Party’s consent, to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment, transfer, or delegation in violation of the foregoing will be null and void.
21. Order of Precedence. In the event of any conflict or inconsistency among the documents comprising this Agreement, the following order of precedence will govern, in descending order: (1) a signed amendment that expressly references the provision being amended; (2) the applicable Order Form (including its Fee Schedule and any special terms set out in it); (3) the applicable product-terms Exhibit; and (4) the body of this Agreement; provided, however, that an Order Form or product-terms Exhibit will be deemed to vary the Sections titled “Confidentiality,” “Indemnification,” “Limitation of Liability,” “Term and Termination; Suspension,” “Delivery Schedule; Customer-Requested Delays,” or “Jurisdiction” only if it expressly references the Section being varied.
22. Waiver. No waiver by either Party of any default shall be deemed as a waiver of prior or subsequent default of the same or other provisions of this Agreement.
23. Severability. If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.
24. Integration. This Agreement constitutes the entire understanding of the parties with respect to its subject matter, and revokes and supersedes all prior agreements between the parties with respect to that subject matter, and is intended as a final expression of their Agreement; provided that this Agreement does not supersede (i) any confidentiality or non-disclosure agreement between the parties, which remains in effect in accordance with its terms, or (ii) any prior agreement or order form that this Agreement or an Order Form expressly preserves. It shall not be modified or amended except in writing signed by the parties hereto and specifically referring to this Agreement, other than an update published by Blockworks in accordance with the Section titled “Updates to This Agreement”.
25. Updates to This Agreement. Blockworks may update this Agreement from time to time by publishing a new version with a new version number and effective date. Each Order Form incorporates the version of this Agreement identified in that Order Form (or, if none is identified, the version in effect on the date the Order Form is executed), and that version governs the Services purchased under that Order Form for its initial term and for any Renewal Term that begins before Blockworks gives notice under this Section. A new version applies to Services purchased under a new Order Form, and applies to a Renewal Term only if Blockworks notifies Customer of the new version at least thirty (30) days before the start of that Renewal Term, in which case Customer may elect not to renew as provided in the applicable Order Form (including its Fee Schedule). Blockworks will retain and make available on request each superseded version and its effective date. No update reduces rights that have already accrued to either party.
26. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument. For the purposes of this section, the delivery of a facsimile or electronic copy (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) of an executed counterpart of this Agreement shall be deemed to be valid execution and delivery thereof.
This set of product terms (the “Terms”) particularly applies to a sponsorship of the podcast or other media broadcast (the “Podcast”), and/or of the newsletter or other periodic written publication (the “Newsletter”), hosted, owned, operated, published, or otherwise distributed by Blockworks, Inc. (“Blockworks”) as described in the applicable Order Form. The Podcast and the Newsletter are referred to collectively as the “Sponsored Media,” and references in these Terms to an episode include an issue or edition of the Newsletter. Any capitalized terms not defined in these Terms shall have the meaning given in the Order Form. In the event of any conflict or inconsistency between these Terms and the General Terms or Order Form, the order of precedence set out in the Section titled “Order of Precedence” of the General Terms will govern. By signing an Order Form which incorporates these Terms, you agree to the following:
1. Blockworks Services. Blockworks shall provide the sponsorship package described in the Order Form (the “Services”).
2. Payment Terms. Blockworks will invoice Customer for the Services upon execution of the applicable Order Form, and the full payment for the Services described in the Fee Schedule of the applicable Order Form shall be due no later than thirty (30) days prior to the commencement of the Run Dates as set out in the applicable Order Form; provided that if the applicable Order Form is executed fewer than thirty (30) days before the commencement of the Run Dates, payment shall be due within seven (7) days of execution of the Order Form. Customer shall be responsible for paying the full amount described in the Fee Schedule of the applicable Order Form for the Services. All other payment terms are governed by the Section titled “Fees; Payment” of the General Terms.
3. Intellectual Property. Nothing in the General Terms, the Order Form, or these Terms should be read to grant any rights, licenses, or interests in the intellectual property of Blockworks, including but not limited to the Sponsored Media, their branding, or any other associated materials, to Customer.
4. Editorial Control. Customer understands that Blockworks is an independent media and research organization. Blockworks retains, and will at all times maintain, sole editorial control over the Sponsored Media and all other content associated with the Services. Customer acknowledges and agrees that Blockworks retains full editorial control over the Sponsored Media and has no obligation to share the content of any sponsored episode or issue with Customer in advance of publication. Customer acknowledges that Blockworks is under no obligation to solicit or heed Customer’s requests for particular content to be discussed on or included in their sponsored episodes or issues. Blockworks makes no guarantees regarding the order or placement of the sponsored advertisements within the episodes or issues. Customer further agrees that they have no right to approve, modify, or otherwise influence the content of the Sponsored Media, and Blockworks shall not be liable for any objections Customer may have to the content of any episode or issue. Customer waives any claims, damages, or recourse arising from the content of the Sponsored Media, provided the sponsored advertisements are included as described in this Agreement. A Customer’s dissatisfaction with the content of a particular episode or issue cannot be considered a breach of the Order Form or General Terms.
5. No Performance Guarantees. Blockworks makes no representation or warranty regarding audience size, subscriber, listener, or download counts, opens, click-throughs, impressions, or any other performance metric for the Sponsored Media, and no such metric is a condition of Customer’s payment obligations, in each case except to the extent expressly guaranteed in the applicable Order Form.
6. Additional Representations and Warranties. Customer represents and warrants that its sponsorship of the Sponsored Media, and any materials or assets provided to Blockworks in connection with such sponsorship, will not violate any applicable laws, regulations, or rules; will not infringe upon or misappropriate the intellectual property rights, privacy rights, or other legal rights of any third party; and will not conflict with or result in a breach of any agreement, obligation, or restriction to which Customer is bound. Customer further represents and warrants that it has the full authority to enter into this Agreement and to grant the licenses and permissions required for the sponsorship as described herein.
This set of product terms (the “Terms”) particularly applies to a sponsorship of an in-person event hosted, operated, or otherwise provided by Blockworks, Inc. (“Blockworks”) as described in the applicable Order Form. Any capitalized terms not defined in these Terms shall have the meaning given in the Order Form. In the event of any conflict or inconsistency between these Terms and the General Terms or Order Form, the order of precedence set out in the Section titled “Order of Precedence” of the General Terms will govern. By signing an Order Form which incorporates these Terms, you agree to the following:
1. Blockworks Services. Blockworks shall provide the sponsorship package described in the Order Form for a Blockworks event (the “Services”). These Services may include, but are not limited to, advertising Customer’s brand during the event, displaying Customer’s logo on event materials, and granting Customer booth space or speaking opportunities, as specifically described in the Order Form.
2. Payment Terms. Blockworks will invoice Customer for the Services described in the Fee Schedule of the applicable Order Form upon execution of the applicable Order Form, and payment shall be due within thirty (30) days of the invoice date; provided that (a) payment must in all cases be received by Blockworks before the first day of the applicable event, and (b) if the Order Form is executed fewer than thirty (30) days before the first day of the applicable event, payment shall be due within seven (7) days of execution of the Order Form. Customer shall be responsible for paying the full amount described in the Fee Schedule of the applicable Order Form for the Services. All other payment terms are governed by the Section titled “Fees; Payment” of the General Terms.
3. Intellectual Property. Nothing in this Agreement, the Order Form, or these Terms shall grant any rights, licenses, or interests in Blockworks’ intellectual property, including but not limited to the event branding, materials, or other associated assets, to Customer. Customer’s trademarks, logos, advertising copy, or other materials provided to Blockworks in connection with the Services (the “Assets”) constitute Customer Materials, licensed to Blockworks as provided in the Section titled “Ownership Rights; Customer Materials” of the General Terms.
4. Event Control. Customer acknowledges and agrees that Blockworks retains full control over the planning, execution, and content of the event. Blockworks has no obligation to share event-related materials, schedules, or programming with Customer in advance of the Event Dates (the dates of the applicable event as set out in the Order Form). Blockworks makes no guarantees regarding the placement, prominence, or duration of Customer’s sponsorship presence at the event unless explicitly stated in the Order Form. Customer further agrees that they have no right to approve, modify, or otherwise influence the content, schedule, or format of the event. Blockworks shall not be liable for any objections Customer may have to the execution or content of the event, provided the sponsorship deliverables described in the Order Form are fulfilled.
5. Assets and Promotional Items. To the extent the Services will include the display of Customer’s logo, taglines, or other Assets, Customer must provide such assets by the deadline stated in the applicable Order Form or, if none is stated, no later than thirty (30) days prior to the first day of the event. If Customer is sponsoring promotional items that will be distributed by Blockworks to event attendees, such items must be delivered to the event location no later than seven (7) days prior to the Event Dates. Blockworks assumes no responsibility for the storage, handling, or distribution of promotional items delivered after this deadline. Failure to meet this deadline may result in the promotional items not being distributed, and such failure shall not entitle Customer to any refund or reimbursement.
6. Additional Terms. Customer acknowledges and agrees that it, along with any representatives acting on its behalf, will be subject to additional event attendee terms and conduct requirements established by Blockworks or the event venue. Customer represents and warrants that it, and its representatives, will comply with all such requirements. Failure to comply may result in the removal of Customer or its representatives from the event and the forfeiture of any speaking roles or other sponsorship benefits. Such removal or forfeiture shall not constitute a breach of this Agreement by Blockworks and shall not entitle Customer to any refund or reimbursement.
This set of product terms (the “Terms”) particularly applies to advising services provided by Blockworks, Inc. (“Blockworks”) as described in the applicable Order Form. Any capitalized terms not defined in these Terms shall have the meaning given in the Order Form. In the event of any conflict or inconsistency between these Terms and the General Terms or Order Form, the order of precedence set out in the Section titled “Order of Precedence” of the General Terms will govern. By signing an Order Form that incorporates these Terms, the Customer agrees to the following:
1. Blockworks Services. Blockworks shall provide advising services as described in the Order Form, which may include, but are not limited to, consultation on the launch, structuring, and maintenance of cryptocurrency tokens, coins, or other products relying on blockchain technology, delivery of advisory reports and data dashboards, or other related services as needed (the “Services”).
2. Acceptance and Reworks. Customer shall review the Advisory Deliverables (the advisory deliverables described in the applicable Order Form) within ten (10) calendar days from the date of delivery (the “Review Period”). If Customer does not provide written notice of rejection specifying the reasons for rejection within the Review Period, the Deliverable shall be deemed accepted. The Customer is entitled to request one (1) rework of each completed Advisory Deliverable within ten (10) business days of receipt. The rework request must be submitted in writing and must specifically identify the aspects of the Advisory Deliverable requiring revision and the reasons for the requested changes. The rework shall be limited to adjustments or clarifications that align with the original scope and requirements of the Advisory Deliverable as outlined in the applicable Order Form. Any additional requests outside the scope of the original requirements shall be subject to a separate agreement and may incur additional fees. Blockworks shall deliver the revised Advisory Deliverable within a mutually agreed-upon timeframe after receipt of the rework request.
3. Payment Terms. The Customer agrees to pay Blockworks in accordance with the Order Form. The fees may include flat fees for the accomplishment of particular milestones and/or recurring monthly fees. Unless the Order Form states otherwise, an initial payment in the amount stated in the Order Form (or, if no amount is stated, twenty-five percent (25%) of the total fees under the Order Form) is due within ten (10) days of execution of the Order Form, and recurring fees are invoiced monthly in advance thereafter and are due as provided in the Section titled “Fees; Payment” of the General Terms. All payments shall be made in U.S. dollars via electronic transfer or, as provided in the Section titled “Fees; Payment” of the General Terms, in USDC. All other payment terms are governed by the Section titled “Fees; Payment” of the General Terms.
4. Intellectual Property. Nothing in this Agreement, the Order Form, or these Terms shall grant any rights, licenses, or interests in Blockworks’ intellectual property, including but not limited to any processes, methodologies, templates, or other materials used in the provision of the Services, to the Customer, except as explicitly set forth herein. During the Term of the General Terms, Blockworks hereby grants the Customer a limited, non-exclusive, non-transferable, royalty-free license to use the Advisory Deliverables solely for the Customer’s internal purposes. This license shall automatically terminate upon the expiration or termination of the General Terms, unless otherwise agreed in writing. Ownership of all intellectual property rights in the Advisory Deliverables, including any modifications or derivative works, shall remain exclusively with Blockworks, and no ownership or title to the Advisory Deliverables or any underlying intellectual property is transferred to the Customer.
5. Advisory Disclaimer and Limitation of Liability.
a. The Customer acknowledges that any recommendations, advice, or guidance provided by Blockworks as part of its advisory services are professional opinions based on Blockworks’ expertise, training, and judgment, and are derived from information and sources believed to be reliable. However, Blockworks does not warrant the accuracy, completeness, or suitability of such information or the assumptions upon which its recommendations are based. Assumptions, including but not limited to those regarding technological capabilities, market trends, regulatory developments, or financial projections, may vary significantly from actual outcomes. While Blockworks will use reasonable efforts to deliver high-quality advice and recommendations, Blockworks does not guarantee any specific outcomes or results arising from its advisory services. The Customer agrees that Blockworks’ responsibility is limited solely to rendering advisory services, and Blockworks shall not be liable for the Customer’s reliance on or use of such recommendations, nor for any decisions, actions, or outcomes resulting therefrom. Further, Blockworks shall not be held responsible for any outcomes resulting from faulty assumptions, incomplete or inaccurate information provided by the Customer, or the impact of external factors on the implementation of its advice.
b. The Customer further acknowledges that Blockworks and its employees are not qualified to provide legal, compliance, or accounting services or to prepare legal or financial documentation. The Customer acknowledges and agrees that it is solely responsible for its own compliance obligations, including but not limited to regulatory, legal, financial, and security requirements. Blockworks strongly recommends that the Customer consult with appropriate licensed professionals for such services. Blockworks’ advice is not intended as a substitute for independent financial, legal, tax, or compliance advice. The Customer is solely responsible for consulting with qualified professionals as needed. Blockworks shall not be held liable for any failure to advise the Customer on compliance, security, or legal requirements, nor for any consequences arising from the Customer’s failure to meet such obligations.
c. IN ADDITION TO, RATHER THAN IN SUBSTITUTION OF, ANY LIMITATIONS ON LIABILITY IN THE GENERAL TERMS, TO THE FULLEST EXTENT PERMITTED BY LAW, BLOCKWORKS’ LIABILITY FOR ANY CLAIM, DAMAGES, OR LOSS ARISING FROM ITS ADVISORY SERVICES SHALL BE LIMITED TO THE FEES PAID BY THE CUSTOMER FOR THE SPECIFIC ADVISORY SERVICES GIVING RISE TO THE CLAIM, SUBJECT TO THE CARVE-OUTS IN THE SECTION TITLED “LIMITATION OF LIABILITY” OF THE GENERAL TERMS. TO THE EXTENT THIS SUBSECTION VARIES THAT SECTION, IT EXPRESSLY REFERENCES AND VARIES IT AS PERMITTED BY THE SECTION TITLED “ORDER OF PRECEDENCE” OF THE GENERAL TERMS.
6. Assumption of Risk. The Customer acknowledges and accepts that cryptocurrency, blockchain technologies, and related ventures are emerging and inherently high-risk. Customer further acknowledges that any financial, strategic, or operational decisions made based on Blockworks’ advice are solely their own, and the Customer assumes all responsibility for any resulting outcomes, including the loss of money, time, or effort. Blockworks disclaims any liability for external factors beyond its control, including but not limited to market conditions, regulatory changes, or the Customer’s reliance on incomplete or inaccurate information. By engaging Blockworks’ advisory services, the Customer assumes all risks associated with their use of such technologies, including but not limited to financial losses, market volatility, technological limitations, and regulatory uncertainties. Specific risks include, but are not limited to:
7. Work Stoppage. Customer acknowledges that any milestones or Advisory Deliverables described in the Order Form are dependent on access to certain Customer resources. If Customer fails to respond to a request for information, feedback, or approvals within fifteen days of any request in a way which delays progress on any Advisory Deliverables, the delay shall constitute a material breach of the Order Form and Blockworks may stop its work until Customer cures the breach. Blockworks also retains the right to stop work if invoices are not paid within the specified payment terms or if there are active payment disputes between Blockworks and Customer. Stopping work does not limit Blockworks’ right to terminate. Customer acknowledges that stopping work will cause the project to be delayed. Restarting work is subject to mutual agreement of an amended Order Form adjusting schedule and fees because of the work stoppage plus payment of a restart fee of 5% of the total fee under the Order Form (plus any amounts outstanding at the time work is stopped).
8. Conflict of Interest. The Customer acknowledges that Blockworks and its affiliates, officers, directors, employees, or agents may have existing or future financial, business, or personal relationships that could present a conflict of interest in connection with the provision of Services. Blockworks agrees to disclose any material conflicts of interest that may arise during the term of this Agreement to the Customer in a timely manner. Blockworks may, at its sole discretion, refrain from providing advice or services relating to securities, transactions, or other matters involving entities in which Blockworks, its affiliates, or their respective officers, directors, employees, or agents have a direct or indirect financial interest, substantial economic stake, or fiduciary duty. The Customer further acknowledges that it is under no obligation to act upon Blockworks’ recommendations and retains sole discretion to accept, reject, or implement any advice or recommendations provided by Blockworks, including engaging third parties to do so.
9. Nonexclusivity. The Customer acknowledges and agrees that Blockworks provides advisory and consulting services to multiple clients and is not bound to provide exclusive services to the Customer. Blockworks may provide advice and take actions on behalf of other clients that differ from or conflict with advice or actions provided to the Customer, including differences in timing, recommendations, or strategy. The Customer agrees that such activities do not constitute a breach of this Agreement or any duty owed to the Customer. Blockworks shall not be obligated to disclose to the Customer the advice or actions taken for other clients, and the Customer waives any claim arising from differences in the treatment or outcomes of services provided to other clients. The Customer further acknowledges that Blockworks retains the right to accept or decline engagements at its sole discretion.
1. Scope; Definitions. This Exhibit D governs the data and API products that Blockworks makes available to Customer (the “Data Services”), including dashboards, data feeds, application programming interface (API) access, monitoring and alerts, and research and diligence reports, in each case as specified in the applicable Order Form. The Data Services include Blockworks’ data and market-intelligence products, including the Blockworks API and the Blockworks Intel market-intelligence data feed, together with related dashboards, monitoring, and alerts (the “Blockworks API & Monitoring Product”), which Blockworks makes available to Customer as part of the Data Services where identified in the applicable Order Form. All Data made available through the Blockworks API & Monitoring Product constitutes Data and Data Services for all purposes of this Exhibit D and is subject to the license scope, attribution, restrictions, redistribution controls, and effects-of-termination provisions of this Exhibit D. As used in this Exhibit: “Data” means the data, content, and outputs made available through the Data Services; “API” means the application programming interfaces Blockworks makes available to access the Data Services; “Documentation” means Blockworks’ user or developer documentation for the Data Services; and “Platform” means Blockworks’ data platform through which the Data Services are provided.
2. License; Accounts. Subject to this Agreement and payment of the applicable Fees, Blockworks grants Customer a limited, revocable (only as expressly provided in this Agreement), non-exclusive, non-transferable, and non-sublicensable license, during the term of the applicable Order Form, to access and use the Data Services and Data solely for Customer’s internal business purposes and subject to the seat, user, and volume limits specified in the Order Form. All rights not expressly granted are reserved to Blockworks, and no rights are granted by implication. Customer is responsible for all activity under its Platform accounts and API credentials, for maintaining the security and confidentiality of those credentials, and for promptly notifying Blockworks of any unauthorized use.
3. Publishable Data. Customer may externally display or republish Data only if and to the extent the applicable Order Form expressly designates specific Data as “Publishable Data,” and then only subject to the following attribution requirements: (a) Customer will include a visible attribution to Blockworks together with a hyperlink to the source, which attribution will, for any public redistribution, include the prominent, clearly legible label “Source: Blockworks” displayed proximate to the Publishable Data; (b) the Blockworks name or logo will be plainly visible and placed proximate to the Publishable Data; (c) Customer will not apply a “nofollow” or similar attribute to the required hyperlink; and (d) Customer will not permit any third party to further republish the Publishable Data.
4. Redistribution License. If and only to the extent the applicable Order Form expressly grants Customer a “Redistribution License,” Customer may display and make Data available to end users within the Customer products, platforms, or properties identified in the Order Form, subject to the following: (a) the scope of the license (including the Data sets and fields, update frequency, permitted products, platforms, or properties, and any end-user or volume limits) is as stated in the Order Form; (b) Customer will display the attribution required by the Section titled “Publishable Data” with respect to all Data so displayed or made available; (c) Customer will not provide end users with bulk access to, or the ability to export, scrape, or systematically retrieve, the Data, and will not make the Data available through any API or data feed of its own except as expressly stated in the Order Form; (d) Customer will contractually prohibit its end users from redistributing the Data and from using the Data to train, develop, fine-tune, or improve any artificial-intelligence or machine-learning model, and will use commercially reasonable efforts to enforce those prohibitions; (e) Customer remains responsible for its end users’ use of the Data as if such use were Customer’s own; (f) the Redistribution License terminates upon the expiration or termination of the applicable Order Form, whereupon Customer will promptly remove the Data from its products, platforms, and properties (subject to the exceptions in the Section titled “Effects of Termination”); (g) Customer will display, in a location and manner reasonably proximate to the Data and clearly legible to end users, a “Powered by Blockworks” attribution (together with any logo or hyperlink Blockworks reasonably specifies); (h) Customer will not sublicense, or grant any onward right to redistribute, the Data to any third party, and no end user or other recipient may further redistribute the Data; (i) Blockworks may suspend or revoke the Redistribution License upon Customer’s material breach of this Section that remains uncured ten (10) days after written notice, and immediately where the breach is not capable of cure or gives rise to a risk of irreparable harm; and (j) Customer will maintain accurate records of its redistribution of the Data sufficient to verify compliance with this Section and the Order Form, and will, upon Blockworks’ reasonable written request, provide such records and usage information; any audit of such records will be conducted as provided in, and counts toward the frequency limits of, the Section titled “Usage Records; Audit” of this Exhibit D. Redistribution rights are separately priced; no Redistribution License is granted by default.
5. Restrictions. Except as expressly authorized in this Exhibit D (including the Section titled “Publishable Data”) or the applicable Order Form, Customer will not, and will not permit its affiliates or personnel to: (a) copy the Data or create derivative works from it beyond Customer’s authorized internal use; (b) sell, resell, license, sublicense, distribute, or otherwise make the Data or Data Services available to any third party; (c) reverse engineer, decompile, or disassemble the Platform or API, or attempt to derive source code; (d) remove, obscure, or alter any proprietary notices; (e) use the Data Services in violation of applicable law or to infringe or misappropriate any third party’s rights; (f) interfere with or circumvent any communications to, or consents obtained by, the Platform; (g) misrepresent or cloak Customer’s identity or the source of any request; (h) use any Data, API, or outputs of the Data Services to train, develop, or improve any artificial intelligence or machine-learning model; (i) extract or download Data beyond what is reasonably necessary for a permitted request; (j) engage in any mass or bulk extraction or scraping of the Data or Platform; or (k) publicly display, redistribute, or republish any Data without Blockworks’ prior written consent and the attribution required by the Sections titled “Publishable Data” and “Redistribution License” of this Exhibit D. If Customer exceeds the seat, user, or volume limits in the Order Form, Blockworks may invoice Customer for the excess use on a pro-rata basis or, after notice and a reasonable opportunity to cure, treat the excess as a material breach. A breach of this Section may cause irreparable harm to Blockworks for which monetary damages would be an inadequate remedy, and Blockworks is entitled to seek equitable relief as provided in the Section titled “Equitable Relief” of the General Terms.
6. Usage Records; Audit. Blockworks may monitor Customer’s use of the Data Services, including API call volumes, through the Platform, and Blockworks’ Platform records will be presumptively accurate absent manifest error. Customer will maintain records reasonably necessary to verify its compliance with the seat, user, and volume limits of the applicable Order Form and with the Sections titled “Publishable Data” and “Redistribution License” of this Exhibit D and, upon at least ten (10) business days’ written notice and no more than once in any twelve (12)-month period (or at any time following a prior audit revealing material non-compliance), will make such records available to Blockworks for audit. If an audit or Platform monitoring reveals use in excess of the purchased limits, Blockworks may invoice Customer for the excess use at the rates in the applicable Order Form (or, absent a stated rate, Blockworks’ then-current list price), plus interest as provided in the Section titled “Fees; Payment” of the General Terms, and if the excess exceeds five percent (5%) of the amounts actually paid for the audited period, Customer will also reimburse Blockworks’ reasonable costs of the audit.
7. Updates; Availability. Blockworks may update, modify, or enhance the API, Platform, or Data Services from time to time, and Customer is responsible for making any corresponding changes to its own applications and integrations. Blockworks will not materially degrade the core functionality of the Data Services purchased under an active Order Form during the paid term of that Order Form without providing a substantially equivalent alternative. Support, onboarding, and periodic business reviews will be provided only to the extent stated in the applicable Order Form.
8. Data Disclaimers. The Data Services and Data are provided for general informational purposes only and do not constitute investment, legal, tax, accounting, or financial advice, and nothing in the Data Services is a recommendation or an offer or solicitation to buy or sell any asset. No fiduciary or advisory relationship is created by the provision of the Data Services. Customer is responsible for independently verifying any Data on which it relies. Data may be derived from third-party sources that Blockworks does not control and does not guarantee, and Blockworks is not responsible for third-party content. Blockworks is not a bank, broker-dealer, investment adviser, or other regulated financial institution. THE DATA SERVICES AND DATA ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND BLOCKWORKS DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE DATA SERVICES AND DATA TO THE FULLEST EXTENT PERMITTED BY LAW, CONSISTENT WITH THE WARRANTY DISCLAIMER IN THE GENERAL TERMS.
9. Customer Regulatory Covenant. Customer will not use the Data Services in any manner that would cause Customer to act as an unregistered investment adviser, or that would otherwise violate applicable financial-services laws. Customer will, to the extent legally permitted, promptly notify Blockworks of any regulatory inquiry relating to Customer’s use of the Data Services, and Blockworks may suspend the Data Services upon reasonable belief of a violation of this Section, with notice to Customer.
10. Subscription; Fees; No Convenience Exit. The Data Services are provided on a subscription basis for the term stated in the applicable Order Form. Fees are billed monthly or annually, in advance, as set out in the Order Form, and Blockworks may suspend the Data Services for nonpayment as provided in the General Terms. Unless the applicable Order Form states otherwise, Blockworks will issue the initial invoice upon execution of the Order Form, with payment due as provided in the Section titled “Fees; Payment” of the General Terms, and Blockworks may condition initial access to the Data Services on receipt of the initial payment. A Data Services subscription will renew automatically only if the applicable Fee Item is designated as a subscription Fee Item (marked with an asterisk “*”) in the applicable Order Form (including its Fee Schedule), in which case it will renew for successive Renewal Terms on the renewal, pricing, and non-renewal notice terms stated in the applicable Order Form (including its Fee Schedule); otherwise, the Data Services do not automatically renew and renewal occurs only by mutual written agreement in a new Order Form. Neither party may terminate a Data Services subscription for convenience during its term; the termination-for-cause, insolvency, and other rights and remedies set out in the Section titled “Term and Termination; Suspension” of the General Terms apply. If Blockworks permanently discontinues a Data Service generally for its customers during a paid term, Customer will be relieved of the fees for that discontinued Data Service from the date of discontinuation, and Blockworks will refund to Customer, on a pro-rata basis, any prepaid, unused fees attributable to that Data Service for the period after the date of discontinuation. A permanent discontinuation under this sentence, together with the foregoing fee relief and refund, will not constitute a breach of the Section titled “Updates; Availability”.
11. Effects of Termination. Upon expiration or termination of the applicable Order Form: (a) the licenses granted in this Exhibit D terminate; and (b) Customer will cease all use of the Data Services and, within ten (10) days after the expiration or termination of the applicable Order Form (or, if earlier, within ten (10) days of Blockworks’ written instruction), permanently delete all Data (and any API keys and credentials) from the systems Customer controls and, upon request, certify such deletion in writing within ten (10) business days of such request. The only exceptions are (i) copies stored in inaccessible backup archives and (ii) copies Customer is required to retain by law, regulation, or court order or pursuant to a bona fide document-retention policy as contemplated by the Section titled “Confidentiality” of the General Terms; any such retained copies remain subject to this Exhibit D and the confidentiality obligations of the General Terms for as long as they are retained. With respect to Data, this Section expressly references and varies the return-and-destruction provisions of the Section titled “Confidentiality” of the General Terms, as permitted by the Section titled “Order of Precedence” of the General Terms.
12. Security. Blockworks will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the Platform and the Data it stores against unauthorized access, use, or disclosure.
13. Trade Compliance. Customer represents and warrants that it is not, and is not owned or controlled by, any person that is the subject of applicable sanctions or that is listed on any applicable restricted-party list, and that it is in compliance with applicable U.S. and other export-control and economic-sanctions laws. Customer will not export, re-export, or make the Data Services available in violation of any applicable export-control or sanctions laws.
14. Cross-references. Customer Data, fees and payment, confidentiality, indemnification, limitation of liability, and publicity are governed by the corresponding Sections of the General Terms. Any conflict between this Exhibit D and the General Terms or an Order Form is resolved under the Section titled “Order of Precedence” of the General Terms.
This set of product terms (the “Terms”) particularly applies to the subscription services provided by Blockworks, Inc. (“Blockworks”) as described in the applicable Order Form. Any capitalized terms not defined in these Terms shall have the meaning given in the Order Form. In the event of any conflict or inconsistency among these Terms, the General Terms, and the Order Form, the order of precedence set out in the Section titled “Order of Precedence” of the General Terms will govern; for clarity, the Order Form controls with respect to fees, payment schedule, and subscription term/ renewal designation. By signing an Order Form that incorporates these Terms, Customer agrees to the following:
For the purposes of these Terms, any reference to “Subscriber” shall be deemed to mean “Customer” as defined in the General Terms.
Recitals:
A. Subscriber is a business or institution, seeking access to timely, relevant insights on digital assets and the broader crypto market to support its operations. Blockworks is an independent media and research organization that publishes research reports and analysis about emerging and established crypto projects.
B. Subscriber and Blockworks desire to enter into these Terms to provide the terms and conditions upon which Subscriber may access Blockworks’ subscription-based services providing access to Blockworks’ reports and analysis of various digital assets and the crypto market (the “Subscription”).
Agreement:
1. Services. The services covered by these Terms include access to the Subscription. Importantly, the content, information, and tools provided within the Subscription do not constitute financial advice. Blockworks operates neither as a securities broker/dealer nor as a crypto asset broker/dealer, and is not a financial adviser, analyst, or planner. Additionally, Blockworks is not licensed or qualified to provide investment advice. The information within the Subscription, including all reports, is not an offer to buy or sell securities or any other assets. The content does not take into account the specific investment objectives, financial situations, or needs of individual persons, and should not be viewed as a personal recommendation for any individual. Blockworks will utilize third-party sources (“Information Providers”) and access publicly available information as part of its process in generating and deriving data and information for the Subscription. Blockworks may rely on external data providers, public databases, and other information sources and the accuracy, completeness, or timeliness of this information from third-party sources cannot be guaranteed by Blockworks.
2. Payment. Subscriber agrees to pay the subscription fees and any other charges incurred in connection with the Subscription (including applicable taxes) at the rates set out in the applicable Order Form (including its Fee Schedule). Subscription fees will be billed at the beginning of the Subscription Term and at the start of each Renewal Term, at the rate determined under the applicable Order Form (including its Fee Schedule). Payment may be made either by credit card or via invoice, as specified in the applicable Order Form or agreed billing arrangement. If payment is by credit card, Subscriber authorizes Blockworks to charge the card on file for all applicable fees. If payment is by invoice, all fees are due within the payment terms specified on the invoice. Changes to subscription pricing take effect only as provided in the applicable Order Form (including its Fee Schedule) (including renewal at Blockworks’ then-current list price for the applicable Service). Subscriber is also responsible for any third-party costs incurred to access the Subscription (e.g., Internet access charges). All other payment terms are governed by the Section titled “Fees; Payment” of the General Terms.
3. Term. The Subscription shall commence on the Subscription Start Date set forth in the applicable Order Form (or, if not specified, the Order Form Effective Date) and shall continue for the initial Subscription Term specified therein. The Subscription renews only if and as provided in the applicable Order Form (including its Fee Schedule) (including the asterisk designation for subscription Fee Items), on the renewal, pricing, and non-renewal notice terms stated there.
4. Ownership and Inventions.
a) Ownership of Intellectual Property.
i. All data, information, research, and content provided in the Subscription generated or derived by Blockworks (“Blockworks IP”), including but not limited to inventions, analytical methods, procedures, techniques, and related patents, shall be and remain the exclusive property of Blockworks.
ii. Subscriber is granted a non-exclusive, non-transferable, revocable license to use Blockworks IP solely for internal business purposes. “Internal use” is defined as use within the Subscriber’s organization that does not include any form of disclosure, distribution, or making available to third parties, whether for a fee or free of charge.
b) Prohibition on Public Disclosure.
i. Subscriber agrees not to publicly distribute, publish, disclose, or otherwise make available any research reports, data, or other materials derived from Blockworks IP (“Restricted Materials”).
ii. “Public disclosure” shall mean any sharing, distribution, or communication of Restricted Materials outside the Subscriber’s organization, including but not limited to publications, presentations, internet postings, or sharing through any media or forum accessible by persons not bound by these Terms.
c) Subscriber-Created Work.
i. Ownership of any developments, inventions, or intellectual property created by or for the Subscriber that incorporate, are derived from, or are based on Blockworks IP or the Subscription (“Subscriber-Created Work”) is governed by the Section titled “Ownership Rights; Customer Materials” of the General Terms; the Subscriber is granted no ownership of, and no license to, any Blockworks IP or other Blockworks materials incorporated in, or used to create, any Subscriber-Created Work, except the limited internal-use license stated in these Terms.
ii. No Subscriber-Created Work may be used or disclosed in any manner that results in the public disclosure of Restricted Materials or otherwise breaches these Terms.
5. Independent Contractor Relationship. The relationship of the parties is governed by the Section titled “Relationship of Parties” of the General Terms; neither party has the power or right to bind or obligate the other, and neither party shall hold itself out as having such authority.
6. Limitation of Liability.
a) This Section 6 is in addition to, rather than in substitution of, the limitations on liability in the General Terms (including the Section titled “Limitation of Liability” of the General Terms). The Subscriber acknowledges that the use of the Subscription provided by Blockworks is on an “as-is,” “as available” basis. Blockworks and its Information Providers specifically disclaim any representations or warranties, express or implied, including, without limitation, any representations or warranties of merchantability or fitness for a particular purpose. Furthermore, Blockworks and its Information Providers make no warranties or representations of any kind concerning the subject matter included in, or the use of, the Subscription. The Subscriber’s use of the Subscription is subject to the disclaimers, terms, and conditions of use as outlined by Blockworks. Blockworks is not registered as a securities broker-dealer or investment adviser in any jurisdiction and does not provide personalized financial, investment, or tax advice. Blockworks cannot assess or guarantee the suitability of any particular investment to the Subscriber’s personal situation. The Subscriber bears complete responsibility for its own investment, financial, and tax research and decisions, and should seek the advice of a qualified professional prior to making any decisions based on the information provided in the services. The Subscription is provided solely for informational purposes and does not constitute an offer or solicitation to buy or sell any securities. All opinions expressed, and information and data provided therein, are subject to change without notice. Blockworks does not undertake any duty or obligation to update any content of the Subscription to reflect current market conditions or other changes. Blockworks will not be liable (jointly or severally) to the Subscriber or any other person as a result of such person’s access to or use of the Subscription for indirect, consequential, special, incidental, punitive, or exemplary damages, including, without limitation, lost profits, lost savings, and lost revenues (the “Excluded Damages”), whether or not characterized in negligence, tort, contract, or other theory of liability, even if Blockworks has been advised of the possibility of or could have foreseen any of the Excluded Damages, and irrespective of any failure of an essential purpose of a limited remedy. If any applicable authority holds any portion of this section to be unenforceable, then Blockworks’ liability will be limited to the fullest possible extent permitted by applicable law. By using the Subscription, the Subscriber accepts the foregoing disclaimers and limitations on liability and assumes all risks associated with such use (including without limitation, risk of investment losses, risk to computer, software or data being damaged by any virus transmitted or activated via the services or material that may be included within or accessed from the services). Further, the presence of any hyperlinks from the services to other websites operated by parties other than Blockworks does not imply any endorsement of the content on such websites by Blockworks or its Information Providers, nor any association with their owners or operators. The views expressed at such websites, which may be linked through the services, are not necessarily those of Blockworks, its Information Providers, or their employees. Such hyperlinks are provided for information and reference purposes only, and Blockworks is not responsible for the availability of these external websites or for any of the contents, advertising, products, or other materials on such websites. Any concerns regarding any hyperlink should be directed to the respective website owner or operator/webmaster.
b) Hypothetical or simulated performance results included in the Subscription provided by Blockworks have certain inherent limitations. Unlike actual performance records, simulated results do not represent actual trading. Consequently, such simulated performance results may have under or over compensated for the impact, if any, of certain market factors. Blockworks makes no representation that any stocks, portfolios, financial instruments, or investments, as discussed or depicted in the Subscription, will or are likely to achieve profits or losses similar to those shown or described. Actual performance will vary based on a range of factors, including market conditions and applicable fees and expenses related to actual trading activities. It is important to understand that past performance is not necessarily indicative of future results, and future accuracy and profitable results cannot be guaranteed. The information provided in the Subscription is based on data available as of the time it was compiled or written. Blockworks and its Information Providers do not undertake any duty to update the information provided as part of these services. Specifically, by continuing to make the information available, whether on websites or through other mediums, after the date of its first compilation or publication, neither Blockworks nor its Information Providers make any representation as to the timeliness or ongoing relevance of the information. The Subscriber should be aware that the information might not reflect the most current market conditions or developments.
7. Indemnification. Subscriber shall indemnify, defend and hold harmless Blockworks and its affiliates, and its and their directors, officers, employees and agents (each, a “Blockworks Indemnified Party”), from and against any and all Losses (as defined in the Section titled “Indemnification” of the General Terms), joint or several, resulting or arising from any third-party claims, actions, proceedings, investigations or litigation relating to or arising from or in connection with these Terms or the Subscription, except to the extent such Losses are determined to have resulted solely from the negligence or intentional misconduct of the Blockworks Indemnified Party seeking indemnity hereunder.
8. Indemnification Procedure. The notice, defense, cooperation, and settlement-consent procedures set forth in the Section titled “Indemnification” of the General Terms apply to any claim under Section 7 of these Terms.
9. Termination; Non-Renewal.
(a) Non-Renewal / Cancellation. Renewal and non-renewal of the Subscription are governed by the applicable Order Form (including its Fee Schedule) (including the asterisk designation for subscription Fee Items and the non-renewal notice period stated there). Any non-renewal is effective as of the end of the then-current Subscription Term.
(b) Termination for Cause. Termination for cause is governed by the Section titled “Term and Termination; Suspension” of the General Terms; in addition, Blockworks may suspend access to the Subscription immediately for nonpayment of undisputed amounts or for misuse that materially harms Blockworks or violates applicable law.
(c) Fees; No Refunds. Subscriber remains responsible for all fees due for the then-current Subscription Term, and subscription fees are non-refundable, except as expressly provided in the Section titled “Term and Termination; Suspension” of the General Terms.
10. Binding Agreement and Assignment. Successors and assignment are governed by the Sections titled “Successors” and “Assignability” of the General Terms.
11. Choice of Law, Waiver and Enforceability. These Terms are governed by the laws specified in, and any action related to these Terms shall be brought exclusively in the courts specified in, the Section titled “Jurisdiction” of the General Terms. Waiver is governed by the Section titled “Waiver” of the General Terms. If any provisions herein are found to be unenforceable on the grounds that they are overly broad or in conflict with applicable laws, it is the intent of the parties that such provisions be replaced, reformed or narrowed so that their original business purpose can be accomplished to the extent permitted by law, and that the remaining provisions shall not in any way be affected or impaired thereby.
12. No Third-Party Beneficiaries. No third party is a beneficiary of these Terms. Integration is governed by the Section titled “Integration” of the General Terms.
13. Survival. The rights and obligations of Subscriber and Blockworks, which by intent or meaning have validity beyond such termination (including, but not limited to, rights with respect to inventions, indemnification and liability limitations), shall survive the termination of these Terms.
This set of product terms (the “Terms”) particularly applies to the crypto asset ratings services provided by Blockworks, Inc. (“Blockworks”) as described in the applicable Order Form. Any capitalized terms not defined in these Terms shall have the meaning given in the Order Form or the General Terms. In the event of any conflict or inconsistency among these Terms, the General Terms, and the Order Form, the order of precedence set out in the Section titled “Order of Precedence” of the General Terms will govern; for clarity, the Order Form controls with respect to the specific Covered Products, deliverables, fees, payment schedule, and subscription term/renewal designation for any subscription-based Fee Items. This Exhibit is one of the product-terms Exhibits referenced in the Section titled “Order of Precedence” of the General Terms and is governed by, and subject to, the General Terms, including without limitation the Sections titled “Limitation of Liability” and “Jurisdiction”. By signing an Order Form that incorporates these Terms, Customer agrees to the following:
1. Definitions. For purposes of these Terms, the following definitions apply:
a) “Rating” means any current opinion issued or published by Blockworks regarding the relative creditworthiness, risk, or quality of a Covered Product, expressed as a public grade, an underlying score, and/ or a Rating Report, together with any affirmation, revision, downgrade, upgrade, watch designation, or withdrawal thereof.
b) “Covered Product” means each crypto asset, token, protocol, instrument, or other subject matter identified in the Order Form as covered by the ratings services and for which Blockworks issues or maintains a Rating.
c) “Rating Report” means the written report, analysis, and supporting rationale that Blockworks may publish in connection with a Rating, including the public grade and underlying score.
d) “Investor” means any person or entity, other than Customer, that reads, receives, accesses, or relies on a Rating or Rating Report, including without limitation any actual or prospective investor, holder, issuer, market participant, counterparty, intermediary, or other third party.
e) “Ratings Methodology” means the analytical criteria, models, assumptions, and processes, as published or updated by Blockworks from time to time, that Blockworks applies in issuing and maintaining Ratings.
f) “Information Providers” means any third-party data, pricing, content, or analytical service provider whose information, data, or content Blockworks uses in connection with the Ratings Methodology or the preparation, maintenance, or publication of any Rating or Rating Report.
g) “Excluded Damages” means any indirect, consequential, special, incidental, punitive, or exemplary damages, including without limitation lost profits, lost savings, lost revenues, loss of business, loss of use, cost of substitute procurement, or loss of data.
h) “Losses” means any and all losses, damages, liabilities, reasonable attorneys’ fees, court costs, and expenses, joint or several, resulting or arising from any third-party claims, actions, proceedings, investigations, or litigation.
i) “Blockworks Indemnified Party” means Blockworks and its affiliates, and its and their directors, officers, employees, and agents, each individually.
2. Ratings Services. Subject to the Order Form and these Terms, Blockworks may provide some or all of the following in connection with the Covered Products: (i) publication and maintenance of the Ratings Methodology; (ii) issuance of initial Ratings for each Covered Product, comprising a public grade, an underlying score, and a full Rating Report; (iii) independent publication of each Rating on Blockworks’ website, platform, or other channels selected by Blockworks; (iv) an application programming interface (API) feed of risk grades; (v) continuous surveillance of each Rating, including quarterly affirmations and event-driven reviews; (vi) a coordinated launch announcement as agreed in the Order Form; and (vii) provision of the foregoing on an annual subscription basis as set out in the Order Form. Blockworks retains sole editorial and analytical control over the content, timing, form, and channel of publication of each Rating.
3. Ratings Are Credit Opinions; Not Investment Advice. Customer acknowledges and agrees, and shall ensure that any Investor is made aware, that: (a) a Rating is a current opinion of Blockworks as of its date of issuance, reflecting Blockworks’ independent analytical judgment, and is not a statement of present or historical fact; (b) a Rating is not, and shall not be construed as, a recommendation to purchase, sell, hold, or otherwise transact in any Covered Product or any other security or asset; (c) a Rating is not an offer or solicitation to buy or sell any Covered Product or any security, and does not constitute investment, financial, tax, legal, accounting, or other professional advice; (d) a Rating does not address the suitability of any Covered Product for any particular person and does not take into account the objectives, financial situation, or needs of any Investor; and (e) any use of, or reliance on, a Rating or Rating Report by any person is undertaken entirely at that person’s own risk. Each person considering a Covered Product should conduct its own independent investigation and consult its own professional advisers before making any decision.
4. No Third-Party Beneficiary; No Reliance; No Duty to Investors. No Investor, issuer, rated party, or other third party is a beneficiary of, or has any rights under, these Terms, the General Terms, or any Order Form, and nothing in these Terms confers upon any such person any right, remedy, claim, or standing of any kind. Blockworks owes no duty of care, fiduciary duty, or any other obligation or duty whatsoever to any person other than Customer (and Blockworks’ duties to Customer are solely as expressly set forth in these Terms, the General Terms, and the Order Form). Blockworks assumes no responsibility to, and shall have no liability to, any Investor or other non-Customer for any use of, or reliance on, any Rating or Rating Report. No Investor or other non-Customer has, or shall have, any standing to assert any claim against Blockworks or any Blockworks Indemnified Party arising out of or relating to any Rating, Rating Report, or the Ratings Methodology.
5. “As Is”; No Warranty. Each Rating, Rating Report, risk grade, score, API feed, and all other content provided under these Terms is provided on an “AS IS” and “AS AVAILABLE” basis. To the fullest extent permitted by law, Blockworks and its affiliates, and its and their Information Providers, licensors, directors, officers, employees, and agents, specifically disclaim any and all representations, warranties, and conditions of any kind, whether express, implied, statutory, or otherwise, including without limitation any warranties or conditions of accuracy, completeness, currency, correctness, timeliness, reliability, merchantability, or fitness for a particular purpose or for any Investor’s or Customer’s particular purpose. Blockworks does not warrant or guarantee that any Rating is or will remain accurate, complete, or current, and Blockworks gives no assurance that any Rating will not be changed, affirmed, revised, downgraded, upgraded, placed on watch, suspended, or withdrawn at any time in Blockworks’ sole discretion. Ratings are based on information believed by Blockworks to be reliable, but Blockworks does not independently verify or audit such information and disclaims any warranty as to its accuracy or completeness.
6. Limitation of Liability; Cap Binding on All Persons. This Section 6 is in addition to, rather than in substitution of, the limitations on liability in the General Terms (including the Section titled “Limitation of Liability” of the General Terms), and applies to Customer and to every Investor and other person who reads, receives, accesses, or relies on any Rating or Rating Report.
a) Exclusion of Indirect and Consequential Damages. Blockworks will not be liable (jointly or severally) to Customer or to any other person, including any Investor, market participant, issuer, or other third party who reads, receives, accesses, or relies on any Rating or Rating Report, for any Excluded Damages (as defined in Section 1), whether or not characterized in negligence, tort, contract, or any other theory of liability, even if Blockworks has been advised of the possibility of or could have foreseen any of the Excluded Damages, and irrespective of any failure of an essential purpose of any limited remedy.
b) Aggregate Monetary Cap. To the fullest extent permitted by law, and notwithstanding anything to the contrary in the General Terms, the Order Form, or these Terms, the total aggregate liability of Blockworks and its affiliates, and its and their Information Providers, licensors, directors, officers, employees, and agents, arising out of or relating to the Ratings, the Rating Reports, the Ratings Methodology, or these Terms, whether to Customer, to any Investor, or to any other person, and whether in contract, tort (including negligence), strict liability, or any other theory, shall not in the aggregate exceed $100,000 (the “Ratings Liability Cap”). With respect to any claim by Customer, Blockworks’ total aggregate liability shall not exceed the lesser of (x) the Ratings Liability Cap and (y) the cap on liability set out in the Section titled “Limitation of Liability” of the General Terms, and the exclusions from the limitations of liability set out in that Section (including for gross negligence, willful misconduct, or fraud, and for bodily injury or death) apply equally to this Section 6. In all cases the Ratings Liability Cap operates as an aggregate outer limit on the combined liability of the persons identified above to Customer, all Investors, and all other persons, taken together. To the extent this Section 6 varies the Section titled “Limitation of Liability” of the General Terms, this Section expressly references and varies that Section as permitted by the Section titled “Order of Precedence” of the General Terms; nothing in this Section 6 limits or excludes any liability that cannot be limited or excluded under applicable law. The Ratings Liability Cap is an absolute monetary cap and, as to any person other than Customer, is not measured by, or dependent upon, any fees paid by Customer or by any other person; for the avoidance of doubt, it applies in full to any Investor or other person who has paid no fee to Blockworks. Every Investor and other non-Customer who reads, receives, accesses, or relies on a Rating or Rating Report is bound by, and subject to, this Section 6 (including the Ratings Liability Cap and the exclusion of Excluded Damages) as a condition of such access, receipt, or reliance, and Customer shall ensure that its distribution of Ratings makes such persons subject to these limitations.
c) Enforceability. If any applicable authority holds any portion of this Section 6 to be unenforceable, then Blockworks’ liability will be limited to the fullest possible extent permitted by applicable law, and the remaining provisions of this Section 6 shall remain in full force and effect.
7. Customer Indemnity for Misuse and Redistribution. Customer shall indemnify, defend, and hold harmless each Blockworks Indemnified Party (as defined in Section 1) from and against any and all Losses (as defined in Section 1) to the extent arising out of or relating to: (a) any Investor reliance claim arising from Customer’s redistribution, republication, display, or other dissemination of any Rating or Rating Report; (b) Customer’s misrepresentation, mischaracterization, selective presentation, alteration, or misleading use of any Rating, Rating Report, risk grade, or score; (c) Customer’s presentation of any Rating in a manner that suggests investment advice, a recommendation, an offer, a solicitation, or an endorsement, or that omits any disclaimer required by these Terms; and (d) any regulatory claim, inquiry, or proceeding arising from Customer’s non-compliant investor communications or Customer’s use or distribution of any Rating in violation of applicable law. The notice, defense, cooperation, and settlement-consent procedures set forth in the Section titled “Indemnification” of the General Terms apply to any claim under this Section 7.
8. Redistribution Controls. The Ratings, Rating Reports, risk grades, scores, and API feed are provided to Customer for the permitted uses set out in the Order Form. Customer shall not, and shall not permit any person to: (a) resell, sublicense, redistribute, or make available any Rating, Rating Report, risk grade, score, or API feed except as expressly permitted in the Order Form; and, without limiting the foregoing, Customer shall not sublicense, resell, syndicate, or otherwise provide any third party with access to the API feed or any risk grades or scores delivered through it, and shall not use the API feed to populate, power, or make available any product, platform, application, data feed, or API of Customer or any third party, in each case except as expressly permitted in the Order Form; (b) remove, obscure, or alter any Blockworks attribution, disclaimer, notice, or legend accompanying any Rating; (c) present or distribute any Rating without the disclaimers set forth in Sections 3, 4, and 5 and a notice of the limitations set forth in Section 6 (or materially equivalent notices approved by Blockworks); or (d) use any Rating in any manner that violates applicable law or that would cause Blockworks to be in breach of any legal or regulatory requirement. Blockworks may, at its sole discretion and without liability, modify, suspend, or withdraw any Rating or the availability of any API feed.
9. No Fiduciary Duty; Methodology Independence. Blockworks does not act as, and owes no fiduciary duty to, Customer, any rated issuer, or any Investor in connection with any Rating. Each Rating reflects Blockworks’ independent analytical criteria, judgment, and Ratings Methodology, and is issued free of control or influence by any issuer, Customer, or Investor. Neither Customer nor any issuer has any right to review, approve, edit, or direct the substance of any Rating prior to publication, and no fee paid to Blockworks entitles any person to any particular Rating outcome. Except as expressly agreed in the Order Form (including the quarterly affirmations and event-driven reviews described in Section 2), Blockworks has no obligation to update, maintain, continue surveillance of, or reissue any Rating after its publication, and may discontinue any Rating or the Ratings services in accordance with the Order Form and the General Terms.
10. Assumption of Risk. Customer acknowledges and accepts, and shall ensure that Investors are made aware, that crypto assets, blockchain technologies, and the Covered Products are emerging and inherently high-risk, and that Ratings are opinions that may prove incorrect or may change. Any financial, strategic, or operational decision made based on a Rating is the sole responsibility of the person making it, who assumes all responsibility for any resulting outcomes, including the loss of money, time, or effort. This Section 10 supplements, and does not limit, the assumption-of-risk provisions of Exhibit C.
11. Relationship to Other Exhibits; Precedence. These Terms govern the issuance, publication, surveillance, and use of Ratings and Rating Reports. To the extent any advisory or research service is provided in connection with a Covered Product, Exhibit C (Advising Product Terms) governs that advisory service, and to the extent any research subscription is provided, Exhibit E (Research Subscription Product Terms) governs that subscription; provided, however, that with respect to any Rating, Rating Report, risk grade, or score, and with respect to Blockworks’ liability to, and duties owed to, Investors and other non-Customers in connection therewith, these Terms control. In the event of any conflict or inconsistency between these Terms and Exhibit C or Exhibit D solely with respect to the Ratings, the Rating Reports, or Blockworks’ liability or duties in connection therewith, these Terms will prevail, and in all other respects the Section titled “Order of Precedence” of the General Terms governs.
12. Governing Law; No Third-Party Rights. This Exhibit is governed by, and shall be construed in accordance with, the governing law and jurisdiction provisions of the Section titled “Jurisdiction” of the General Terms, namely the laws of the State of Delaware, without giving effect to any conflicts of laws principles, with exclusive jurisdiction and venue in the courts of the State of Delaware (including the federal courts therein). Consistent with Section 4, no third party is a beneficiary of this Exhibit or the General Terms. This does not limit the ability of Blockworks’ Affiliated Parties, or of any Blockworks Indemnified Party, to rely on and enforce the limitations, exclusions, and indemnities in this Exhibit and in the General Terms.
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