Subscription Services terms
1. ORDER FORM. Claim Digital Assets, Inc. (“Claim”) and the entity identified on the order form (“Company”) have entered into an Order Form for the provision of Claim’s subscription-based services (the “Subscription Services”) hereunder. Each of Claim and Company are a “Party” hereunder. This Subscription Services Terms (the “Terms”) are a material part of, and are hereby incorporated by reference into, the Order Form. The Terms and the Order Form are collectively the Agreement. All capitalized terms not defined herein shall have the meaning given in the Order Form. If not otherwise set forth in an Order Form, the “Effective Date” is the date that both parties have executed such Order Form.
2. SUBSCRIPTION SERVICES. Subject to the terms and conditions of this Agreement, Claim will use commercially reasonable efforts to provide the Subscription Services in a professional and workmanlike manner. Claim shall not be responsible for any delays in its performance that result from the delay of either the Company or Company’s third party service providers, including resulting from Company’s failure to provide any data, information, or other assistance reasonably requested by Claim.
3. FEES. Company will pay Claim all fees incurred for the Subscription Services (the “Claim Fees”). If Company reasonably disputes any invoices, the Parties will work together in good faith to resolve such dispute. Company will be solely responsible for the payment of all taxes, duties, and similar charges or assessments relating to its receipt of the Subscription Services or its use of Claim’s platform (the “Claim Platform”). Company hereby agrees to pay all Claim Fees upon receipt of the applicable invoice. Claim reserves the right to suspend or discontinue the Subscription Services if Company is delinquent, and any amounts not paid when due will bear interest at the rate of one and one half percent (1.5%) per month, or the maximum legal rate if less, from the due date until paid
4. PROPRIETARY RIGHTS
4.1 Claim Platform. Claim and its suppliers own and reserve all rights, title, and interest in and to the Claim Platform and the Subscription Services. Claim hereby grants to Company during the Subscription Services Term a limited, non-exclusive, non-transferable, and non-sublicensable right to access and use the Claim Platform solely for its evaluation of such Claim Platform.
4.2 Marks. Company grants to Claim during the Subscription Services Term a non-exclusive license to use Company’s name, trademarks, service marks, logos and trade names as necessary in connection with the Subscription Services and in marketing materials. Claim grants to Company during the Subscription Services Term a non-exclusive license to use Claim’s name, trademarks, service marks, logos and trade names as necessary in connection with the Subscription Services and in marketing materials.
4.3 Company Data. As between the Parties, Company owns the data uploaded or transmitted by it to the Claim Platform (“Company Data”). Company agrees that Claim may use Company Data during the Subscription Services Term as necessary to provide the Subscription Services. Company also agrees that Claim may use Company Data and data generated by Company’s use of the Subscription Services and the Claim Platform during and after the Subscription Services Term solely in aggregated and de-identified form.
4.4 Feedback. Company agrees that Claim may use in any manner on a worldwide, irrevocable, perpetual, royalty-free basis, any suggestions, requests and feedback provided by or on behalf of Company regarding Claim’s business, products or services.
5. CONFIDENTIAL INFORMATION. Each Party agrees to exercise reasonable care to maintain the confidentiality of information disclosed by the other Party hereunder that should reasonably be expected to be treated confidentially (the “Confidential Information”) and to only use such information in connection with exercising its rights or performing its obligations hereunder. The confidentiality obligations set forth in this Section 5 will not apply to any information that (a) is at the time of disclosure or becomes generally available to the public through no fault of the receiving party; (b) is lawfully provided to the receiving party by a third party free of any confidentiality duties or obligations; (c) was already known to the receiving party at the time of disclosure free of any confidentiality duties or obligations; or (d) was independently developed by employees and contractors of the receiving party. In addition, the receiving party may disclose Confidential Information to the extent that such disclosure is necessary for the receiving party to enforce its rights under this Agreement or is required by law or by the order of a court or similar judicial or administrative body, provided that (to the extent legally permissible) the receiving party promptly notifies the disclosing party in writing of such required disclosure and cooperates with the disclosing party if the disclosing party seeks an appropriate protective order.
6. Representations and Warranties. Each Party represents and warrants that: (a) it has all necessary rights, power and authority to enter into this Agreement and to perform its obligations and exercise its rights under this Agreement; (b) it will comply with all laws, rules, and regulations applicable to the performance of its obligations and the exercise of its rights under this Agreement; and (c) any tangible or intangible materials provided or made available by it in connection with this Agreement will not infringe, misappropriate, or otherwise violate the rights of any other party.
7. DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLAIM PERFORMS THE SUBSCRIPTION SERVICES AND PROVIDES THE CLAIM PLATFORM “AS IS” AND “AS AVAILABLE” AND MAKES NO WARRANTY, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AS TO ANY MATTER WHATSOEVER, INCLUDING WITH RESPECT TO THE ACCURACY, COMPLETENESS, USEFULNESS, OR EFFECTIVENESS OF ANY SUBSCRIPTION SERVICES PERFORMED, THE CLAIM PLATFORM, OR RESULTS OR INFORMATION GENERATED HEREUNDER OR ANY DECISIONS OR ACTIONS TAKEN BY COMPANY AS A RESULT OF OR BASED ON ANY OF THE FOREGOING, AND CLAIM EXPRESSLY DISCLAIMS AND EXCLUDES ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
8. INDEMNIFICATION. Each Party (as the “Indemnifying Party”) will defend and hold harmless the other Party (as the “Indemnified Party”) from and against any claims brought against the Indemnified Party by an unaffiliated third-party, and will indemnify the Indemnified Party for any damages, losses and expenses (including reasonable attorneys’ fees) resulting from such third-party claims, to the extent such third-party claims arise from the Indemnifying Party’s breach of any of its representations or warranties set forth in Section 6. The Indemnified Party must provide the Indemnifying Party with: (a) prompt notice of; (b) sole control over the defense and settlement of; and (c) all information and assistance reasonably requested in connection with, any such third-party claim; provided that the Indemnifying Party may not enter into any voluntary final disposition of any such claim that places any obligation on the Indemnified Party without its prior consent.
9. LIMITATION OF LIABILITY. EXCEPT WITH RESPECT TO A PARTY’S LIABILITY ARISING FROM ITS INDEMNIFICATION OBLIGATIONS UNDER SECTION 8 OR ITS WILLFUL MISCONDUCT: (A) NEITHER PARTY WILL BE LIABLE FOR ANY LOSS OF PROFITS OR REVENUES, LOSS OF BUSINESS, NOR FOR ANY SPECIAL, CONSEQUENTIAL, OR INDIRECT LOSSES OR DAMAGES, HOWSOEVER CAUSED, WHICH ARISE OUT OF OR IN CONNECTION WITH THIS AGREEMENT REGARDLESS OF WHETHER SUCH PARTY HAS BEEN APPRISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) NEITHER PARTY’S TOTAL LIABILITY ARISING UNDER THIS AGREEMENT SHALL EXCEED THE AMOUNT PAID TO CLAIM BY COMPANY DURING THE SUBSCRIPTION SERVICES TERM.
10. TERM AND TERMINATION. This Agreement will commence on the Effective Date and will continue for the Subscription Services Term set forth in an Order Form. Upon termination or expiration: (a) Company shall promptly remit any amounts owed to Claim; (b) each Party shall promptly return or destroy any confidential information of the other party under its control; and (c) Sections 3, 4.1 (first sentence), 4.3, 4.4, 5, and 7 through 11 will survive.
11. GENERAL TERMS
11.1 Assignment; Notices. Neither Party will assign or otherwise transfer any of its rights or obligations under this Agreement, in whole or in part, to any other party without the prior written consent of the other Party; provided that Claim may assign this Agreement in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without any consent of Company. All notices hereunder shall be sent via email.
11.2 Relationship Between the Parties. In all matters relating to this Agreement, the Parties shall act as independent contractors. Neither Party will represent that it has any authority to assume or create any obligation, expressed or implied, on behalf of or act as agent, employee, or represent in any other capacity, the other Party.
11.3 Governing Law. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, without regard to choice of law rules, and each Party submits and consents to the exclusive jurisdiction and venue of the state and federal courts located in Suffolk County, Massachusetts.
11.4 Partial Invalidity; Entire Agreement. If any provision of this Agreement is declared void, illegal, or unenforceable, the remainder of this Agreement shall be valid and enforceable to the fullest extent permitted by applicable law. This Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof, and supersedes all prior agreements, arrangements, and undertakings between the Parties.
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