DEFINITIONS

  1. “Chainstack” means Chainstack Pte. Ltd. or any other entity which Chainstack Pte. Ltd, may assign, cede or delegate any of their rights or obligations to.
  2. “Chainstack Platform” means equipment operated together as a system by Chainstack to provide any Service, including without limitation servers, peripherals, routers, switches, Software, Databases, blockchain protocols and cloud service providers.
  3. “Chainstack Website” means the Internet website published at the URL “www.chainstack.com” or another URL that Chaistack notifies the Client of from time to time.
  4. “Agreement” means these General Terms, Privacy Policy and all annexures to any of these documents.
  5. “Application” means a request for initiation of a Service(s) and / or provision of Good(s);
  6. “Business Day” means any day other than a Saturday, a Sunday or a public holiday in Singapore.
  7. “Business Hour” means a period of 60 minutes between the hours of 08h00 and 17h00 Singapore Time, on a Business Day.
  8. “Member” means any organization that is a participant in a project. An organization first creates a project and may then invite other organizations to participate in that project.
  9. “Consortium” means a Group of members that are part of a project
  10. “Client”, also referred to as “User”, means the party described as such on any Application or Service Order executed between it and Chainstack. Client represents the interests of; and acts on behalf of a Member.
  11. Blockchain means a digital database containing that can be simultaneously used and shared within a large decentralized, accessible network
  12. Project: In Chainstack, a project contains one or more blockchain networks related to a clearly defined business case. Creating a project is a prerequisite to creating a blockchain network.
  13. Node: Any computer that maintains a copy of the shared ledger of a Project.
  14. Network mean a blockchain deployment that comprises nodes.
  15. Blockchain protocol means the choice of rules that are defined to keep all the nodes on a network synchronized with each other. Various choices are available such as Fabric, Corda, Ethereum, MultiChain, Quorum, and Ethereum.
  16. “Data” means electronic representations of information in any form.
  17. “Cloud Service Provider”, or “CSP”, is a company that offers components of cloud computing to:
    1. Host the Chainstack Platform
    2. Host client nodes
  18. “Client Data” means Data:
    1. transmitted to the Client using the Chainstack System,
    2. stored by the Client on the Chainstack System (or on the Client System as the case may be),
    3. transmitted by the Client via the Chainstack System,
    4. stored with a Cloud Service Provider
    5. Stored on nodes owned by other members of a consortium
  19. “Database” means a collection of related data including, but not limited to, text, images sound and video, all of which have been created and integrated using a method of connecting and displaying the data into a collection of interrelated independent files or data which are stored together.
  20. “Emergency Maintenance” means maintenance to the Chainstack System intended to remedy existing circumstances or prevent imminent circumstances that are likely to cause danger to persons or property, an interruption to the Communication Services, or substantial loss to Chainstack, the Client or any third party.
  21. “Fee” means the subscription, resource usage or consultation charges applicable to a client, in respect of each Service as will be as noted in the Fee Schedule provided to the Client on initiation of the Service and adjusted from time to time.
  22. “Intellectual Property Rights” means patents, registered designs, trade marks (whether registered or otherwise), copyright, trade secret rights, database rights, design rights, service marks and other intellectual property rights and rights to claim something as confidential information, including in other jurisdictions, that grant similar rights.
  23. “Services” means access to, and support on the Chainstack Platform.
  24. “Service Order” means a good, license, services and/or work order agreed to in terms of this Agreement describing the specific Goods or Services to be provided by Chainstack to the Client.
  25. “Account” means Client’s Chainstack Platform account
  26. “General Terms” means this document.

SERVICES

As part of receiving the Services, Client will have access to the Chainstack Platform, through which Client may administer the Services.
Subject to the terms of this Agreement, Client may, during the Term: (a) use the Services, (b) integrate the Services into any Application that has material value independent of the Services, and (c) use any services provided by Chainstack as part of its Services. Subject to the Client not sublicensing or transferring the rights granted to it.

ACCOUNTS

Client must have an Account to use the Services, and Client is responsible for: (a) the information it provides to create the Account, (b) any use of its Account. If Client becomes aware of any unauthorized use of its password or its Account, Client will notify Chainstack as promptly as possible.

NEW APPLICATIONS AND SERVICES

Chainstack may make new tools, features or functionality available from time to time through the Services, and add new services to the “Services” definition from time to time.

DISCONTINUATION

Chainstack may discontinue any Services (or any portion or feature of any Service) for any reason at any time without liability to Client.

BILLING TERMS

  1. Billing date for all Clients the date that they subscribed to a payment plan
  2. Members of the same project can choose different subscription plans. Invited prospects are offered a basic plan, which they can then upgrade.
  3. Monthly fees will be prorated for members who join a project after the billing date on a monthly billing cycle.
  4. Nodes that a member adds to a project are charged on a daily basis. Part of a day hour of utilization is charged as a full day.
  5. Members can opt to be billed monthly or annually for their subscription fees.
  6. Client will pay all Fees based on: (a) Chainstack’s measurements of Client’s use of the Services, in relation to which Chainstack’s determination is final; (b) any Subscriptions purchased
  7. Any upgrade in the subscription plan will result in the new rate being charged immediately.
  8. Clients will be pro-rated for downgrades during the billing cycle. Client must manually remove additional nodes from their current package if it exceeds the features permitted on the package that they plan to migrate to, before a downgrade for the project can occur.

PAYMENT TERMS

  1. The Service is offered with a developer plan that entitles the project creator to 24 hours usage. If Clients require more than 24 hours access, they will only be able to continue using the Service by paying in advance for additional usage. If you fail to pay for additional usage, your account will be frozen and inaccessible until payment is made.
  2. Client shall pay company for resource usage for each Term. Company’s invoices are due within 2 days of issuance. For late payment, Client shall pay interest charges from the time the payment was due at the rate that is the lower of 1.5% per month or the highest rate permissible under applicable law.
  3. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties.
  4. Clients agree to a single or 12-month commitment on their subscription plan.

TERMINATION

  1. This Agreement shall commence on the Effective Date and shall continue for as long as a Subscription Term is in effect. On each anniversary of a Subscription Term, this Agreement and the Order will renew automatically for successive periods equal to the initial Subscription Term, unless either Client or Chainstack provide the other with written notice of termination at least thirty (30) days prior to such anniversary.
  2. Upon termination or expiration of this Agreement, all licenses set forth hereunder shall terminate, and Client’s right to access the platform shall cease.
  3. You will pay for your Subscription Fee until the last date of your current billing cycle. You will have the choice of suspending and deleting all your Member’s project resources (nodes and networks):
    • a. In 30 days
    • b. immediately
  4. This information can not be recovered once it has been permanently deleted.
  5. If you cancel the Service before the end of your current paid up month, your cancellation will take effect immediately, and you will not be charged again. But there will not be any prorating of unused time in the last billing cycle

MODIFICATIONS TO THE SERVICE AND PRICES

  1. The Company reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, any part of the Service with or without notice.
  2. Prices of all Services are subject to change upon 30 days notice from us. Such notice may be provided at any time by posting the changes to the Chainstack site or the Service itself.
  3. The Company shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.

GOVERNING LAW

This Agreement will be governed by and interpreted in accordance with the laws of Singapore

FAIR USAGE POLICY

  1. Members are subject to a Fair Usage Policy for data traffic and disk storage between their systems and the cloud service providers. Chainstack will monitor individual member’s data traffic and disk storage compared to other members utilizing its service. Should your usage exceed typical member utilization, Chainstack reserves the right to adjust its subscription pricing or discontinue your access to the Services.

INDEMNIFICATION

Client will indemnify Chainstack and its Affiliates against Indemnified Liabilities in any Third Party Legal Proceeding to the extent arising from:
(a) any Application, Project, Instance, Client Data, Chainstack Platform or Blockchain Protocol Features; or
(b) Client’s, or Client End Users’, use of the Services in violation of Chainstack’s Fair Use Policy.
Chainstack will indemnify Client against Indemnified Liabilities in any Third Party Legal Proceeding to the extent arising from an Allegation that Client’s use in accordance with this Agreement of: (a) Chainstack’s technology used to provide the Services (excluding any open source software); or (b) any Chainstack Platform Feature, in each case infringes the third party’s Intellectual Property Rights.
Exclusions. This Clause will not apply to the extent the underlying Allegation arises from:
(a) the indemnified party’s breach of this Agreement;
(b) modifications to the indemnifying party’s technology or Chainstack Platform Features by anyone other than the indemnifying
party; or
(c) combination of the indemnifying party’s technology or Chainstack Platform Features with materials not provided by the
indemnifying party.Conditions. Indemnification Clauses will apply only to the extent that:
(a) the indemnified party has promptly notified the indemnifying party in writing of any Allegation(s) that preceded the Third Party Legal Proceeding and cooperates reasonably with the indemnifying party to resolve the Allegation(s) and Third Party Legal Proceeding. If any breach of this Clause prejudices the defence of the Third Party Legal Proceeding, the indemnifying party’s obligations under (as applicable) will be reduced in proportion to the prejudice.
(b) the indemnified party tenders sole control of the indemnified portion of the Third Party Legal Proceeding to the indemnifying party, subject to the following:
(i) the indemnified party may appoint its own non-controlling counsel, at its own expense; and
(ii) any settlement requiring the indemnified party to admit liability, pay money, or take (or refrain from taking) any action, will require the indemnified party’s prior written consent, not to be unreasonably withheld, conditioned, or delayed.

REMEDIES

(a) If Chainstack reasonably believes the Services might infringe a third party’s Intellectual Property Rights, then Chainstack may, at its sole option and expense:
(i) procure the right for Client to continue using the Services;
(ii) modify the Services to make them non-infringing without materially reducing their functionality; or (iii) replace the Services with a non-infringing, functionally equivalent alternative.
(b) If Chainstack does not believe the remedies are commercially reasonable, then Chainstack may
suspend or terminate Client’s use of the impacted Services.
Sole Rights and Obligations. Without affecting either party’s termination rights, this Clause states the parties’ only rights and obligations under this Agreement for any third party’s Intellectual Property Rights Allegations and Third Party.

PROHIBITIONS

Prohibited uses and activities include, without limitation, any use of the Services in a manner that, in Chainstack’s reasonable judgment, involves, facilitates, or attempts any of the following:

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