Last Updated: November 10, 2022
These Terms of Service constitute a binding agreement (the “Agreement”) between Chainstack Pte. Ltd. (“Chainstack”, “we”, “us”, “our”) and Customer (each, a “party”, or, collectively, “parties”) under which Chainstack provides Customer access to Chainstack Managed Services. Customer accepts and agrees to be bound by the Agreement by executing an Order Form for Chainstack Services or by using Chainstack Services.
If Customer does not accept and agree to be bound by the Agreement, Customer shall not execute the Order Form for Chainstack Services and/or use Chainstack Services
(i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make Chainstack Services available to any third party, other than as expressly permitted by this Agreement;
(ii) interfere with or disrupt the integrity or performance of Chainstack Services, the Chainstack Technology or the data contained therein or disrupt any servers or networks connected to Chainstack Services, or disobey any requirements, procedures, policies or regulations of networks connected to Chainstack Services;
(iii) attempt to gain unauthorized access to Chainstack Services or the Chainstack Technology or any related systems or networks;
(iv) remove, alter or obscure any proprietary notices associated with Chainstack Services;
(v) access or use Chainstack Services in a Singapore embargoed country or in violation of any applicable export law or regulation (including any Singapore export laws and regulations);
(vi) use Chainstack Services in violation of any applicable, law, rule regulation or guideline;
(vii) attempt to probe, scan, or test (including without limitation stress testing or penetration testing) the vulnerability of any system or network associated with Chainstack Services or breach any security or authentication measures; or
(viii) utilize Chainstack Services in order to (a) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (b) send or store infringing, obscene, threatening, libellous, or otherwise unlawful, unsafe, malicious, abusive or tortious material, including material harmful to children or violative of third party privacy rights; or (c) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs or plant malware on Chainstack’s computer systems, those systems of Chainstack’s third party service providers or vendors, or otherwise use Chainstack Services to attempt to upload and/or distribute malware.
Restrictions. Customer will not: (a) adapt, alter, modify, improve, translate or create derivative works of Chainstack Services (or any part thereof including the Chainstack Technology); or (b) reverse engineer, decompile, disassemble or otherwise attempt to reconstruct or obtain the source code to all or any portion of Chainstack Services; or (c) provide, maintain access to, or use Chainstack Services in any manner inconsistent with this Agreement.
i. will not and does not infringe the patent, copyright, trademark, trade secret, or other intellectual property or proprietary right of others;
ii. will not and does not violate the privacy, publicity, or other rights of third parties or any other law, statute, ordinance or regulation, including applicable personal data protection laws;
iii. is not and will not become unlawful, tortious, fraudulent, defamatory or harmful to minors, obscene, pornographic, or offensive as determined by Chainstack in its sole discretion;
v. will not and does not misrepresent the source of the Customer Inputs;
vi. will not and does not disclose or provide information protected under any law, agreement or fiduciary relationship, including but not limited to, proprietary or confidential information of others for which Customer does not have the right or license to use and provide Chainstack the rights granted hereunder;
vii. will not and does not misrepresent the Customer’s identity in any way;
viii. will not and does not contain any viruses, Trojan horses, spyware, malware, worms, time bombs, cancelbots, or other disabling devices or other harmful component intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; and
ix. will not and does not advocate or encourage any illegal activity; and
x. will not violate, or encourage any conduct that would violate, any applicable law or regulation or would give rise to civil liability.
(a) The termination of this Agreement can be requested by the User at any time, upon which the User will be asked to pay any outstanding amount owed, after which no further charges will be incurred by the User.
(b) This Agreement may be terminated by Chainstack if Customer fails to timely make any payment due hereunder and fails to cure such default within seven (7) days after receiving notice in writing from Chainstack of such failure (whether or not Chainstack avails itself of its right to suspend Services pursuant to Section 10.3 hereof).
a. Subject to the restrictions in this Section 11.12 (Modifications), Chainstack may modify these Terms, the Professional Services Terms, and the Service Level Agreement. If Chainstack modifies these Terms, the Professional Services Terms, and the Service Level Agreement, it will provide prior written notice (“Modification Notice”) to Customer of such modifications at least 30 days prior to the effectiveness of the modifications. Notwithstanding the previous sentence, Chainstack may not provide prior notice if modifications are necessary to comply with applicable laws, rules, regulations or guidelines but will use commercially reasonable efforts to provide prior notice when practicable. If the modifications materially and adversely affect Customer, and Customer does not wish to accept such modifications, then Customer may terminate Customer’s subscription to the affected Chainstack Services by written notice to Chainstack within the 30-day period following the date of the Modification Notice, subject to the terms of this Section 11.12 (Modifications).
b. If the Modification Notice states that the modifications will become effective upon commencement of a renewal Subscription Term, then the modifications will become effective for all Chainstack Services, as applicable, affected by the changes upon renewal of the applicable Subscription Term. Customer may avoid the applicability of the changes only by cancelling the renewal of the Subscription Term prior to the commencement of the renewal Subscription Term.
c. If the Modification Notice states that the modifications will become effective during the then-current Subscription Term, then Customer may terminate Customer’s subscription to the affected Chainstack Services or Professional Services, as applicable, at any time. If Customer does not terminate the affected Chainstack Platform subscription as specified in this Section 11.12 (Modifications), then Customer will be bound by the modified terms beginning upon the effective date set forth in the Modification Notice.
Construction. The titles of the sections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. Unless the context of this Agreement clearly requires otherwise: (i) references to the plural include the singular, the singular the plural, and the part the whole, (ii) “or” has the inclusive meaning frequently identified with the phrase “and/or,” (iii) “including” has the inclusive meaning frequently identified with the phrase “including but not limited to” or “including without limitation,” and (iv) references to “hereunder,” “herein” or “hereof” relate to this Agreement as a whole. Any reference in this Agreement to any statute, rule, regulation or agreement, including this Agreement, shall be deemed to include such statute, rule, regulation or agreement as it may be modified, varied, amended or supplemented from time to time. The parties agree that this Agreement shall be fairly interpreted in accordance with its terms without any strict construction in favour of or against either party and that ambiguities shall not be interpreted against the drafting party.