Last updated: 31th October 2019.
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Blockdata B.V. with address Volerakstraat 11-2, 1078XM Amsterdam, registered with the Chamber of Commerce ( Kamer van Koophandel ) under number: 71816046.
- Blockdata is a company that collects, offers and maintains a database of news and information on blockchain ecosystems. Blockdata makes this database accessible to customers via a Software as a Service (“SaaS”) Platform (defined below), against a monthly subscription fee (“Service”)
- These terms and conditions apply to every offer, subscription (free or paid), proposal and assignment between Blockdata and you ( Client ). On request, Blockdata shall send these terms and conditions to you, free of charge.
- To this end, Parties wish to enter into this Software-as-a-Service agreement (“SaaS Agreement”). This SaaS Agreement governs Parties rights and obligations regarding the use of the Services and Platform by Client.
- Establishment of the Assignment
- Parties may only terminate this SaaS Agreement in writing against the end of the Initial Term or at the end of a Renewal Term with one month's notice.
- Either Party may terminate this SaaS Agreement with immediate effect, without any notice being required and without being liable for any damages as a result of the termination, in case the other Party:
- has been dissolved or liquidated, or is in dissolution or liquidation.
- has been granted suspension of payments; or
- has been declared bankrupt.
- If the SaaS Agreement is terminated, Blockdata will deny Client access to the Software after expiry of the last period that Client has paid for.
- Blockdata will deliver Client data and information related to blockchain based companies, projects and tokens via access to Blockdata’s SaaS platform (“Platform”).
- Blockdata offers various subscription plans. Each subscription plan gives access to a plan as stated on the subscription order form.
- As of the order completion date, Client gains access to the ordered subscription plan.
- The Platform will be electronically accessible for Client. The Services provided qualify as SaaS. Client’s access is non-exclusive.
- Blockdata reserves the right to adjust the subscription plans and its corresponding features.
- The subscription fee for access to the Platform is dependent on the active subscription plan.
- The fee does not include VAT.
- Blockdata will invoice Client every month based on Client’s subscription plan. Client may alternatively choose to be invoiced every six months or yearly.
- Client will pay the Fee within 30 days after the invoice date. If Client fails to pay Blockdata within this term, Blockdata may deny Client access to the Software.
- Blockdata reserves the right to review the price for the subscriptions from time to time. Blockdata will inform Client in advance of any price change and, if applicable, inform the Client how they can accept those changes. Price changes will take effect at the beginning of the next subscription period after the date of the price change. Subject to applicable law, Client agrees to the new price by continuing to use the Services after the price change.
- If the Client wishes to upgrade the subscription plan – as described in article 5 of this agreement – the fee will be adjusted accordingly.
- Change of Subscription
- The client can upgrade in consultation with Blockdata to any other higher plan at any time.
- Blockdata will provide Client with a written confirmation including the date the new subscription plan enters into effect.
- Upgrading the subscription plan has no effect on the Initial Term.
- Blockdata grants Client a non-transferrable, non-exclusive, non-sublicensable and revocable right to access and use the Software on a SaaS-basis.
- Employees of Client may also use the Software, to the extent necessary to carry out their activities.
- While using the Software Client may:
- Save and store content on their server environment;
- Show data to clients; however, data cannot be shared with third parties in any way or form that allows the third party to store this data.
- Run analysis on the data to ensure data integrity.
- Make backups of the data to ensure timely delivery.
- As a condition for using the Software, Client may not, nor allow third parties to:
- distribute the content of the Software outside the of the clients computing environment;
- investigate, scan or test the Software, or violate any security or authentication;
- use automated systems of software to withdraw data from the Software (“(screen)-scraping”)
- attempt to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Software, documentation or data related thereto;
- attempt copy, rent, loan, merge, reproduce, alter, modify, transfer, exchange, translate, hack, distribute, harm or misuse the Software.
- If Client breaches any of the provisions of this clause, Blockdata is entitled to immediately deny Client access to the Software and immediately terminate this SaaS Agreement without further notice, without prejudice to Blockdata’s right to opt for damages.
- Blockdata acknowledges the importance of confidentiality for your business and shall take all measures to ensure confidentiality of all information disclosed in the context of and as a result of the execution of this SaaS Agreement and usage of the Platform (“Confidential Information”).
- Confidential Information includes (but is not limited to) Parties’:
- business plans, processes, strategies, forecasts, projects and analyses;
- financial information and fee structures;
- employee, customer, dealer, business partner and supplier information;
- hardware and system designs, architectures, structure and protocols;
- product and service specifications;
- manufacturing, purchasing, logistics, sales and marketing information;
- the terms of this Agreement;
- Data about Client’s usage of the Platform.
- Parties will keep disclosed any information disclosed in the context of and as a result of the execution of this SaaS Agreement that is reasonably understood by Parties to be confidential information.
- If a Party is required by law to disclose any information that is prohibited to disclose by this Agreement, that Party will provide the other Party with prompt written notice of such requirement so that the disclosing Party may seek a protective order or other appropriate relief.
- Intellectual property
- All “Intellectual Property Rights” vesting in and otherwise related to Blockdata, Blockdata’s software and underlying code and/or the Platform remain the sole property of Blockdata. In particular, all Intellectual Property rights vesting in the data, data structure and content offered via the Platform shall be owned exclusively by Blockdata.
- Intellectual Property Rights include, without limitation, copyrights, patents, database rights, trademark rights, trade secret rights, (un)registered design rights, domain names, and other (intellectual property) rights, title and interest associated with any ideas, concepts, techniques, inventions, processes, works of authorship or trade secrets, source code, object code and underlying technical documentation.
- Client may not rebuild or reproduce the Platform or Application Programming Interface (“API”) or underlying (source/object) code, whether or not using reverse engineering. If Client requires information in order to achieve the interoperability of the API with internal software that is not documented, it must request this to Blockdata in writing.
- Client may not remove any designation concerning copyrights, trademarks, trade names or other rights of (intellectual) property from the data, Platform or API.
- Liability and indemnification
- The Software is provided ‘as is’ and on a best effort basis. Granting access to the Software and all of Blockdata’s Services do not qualify as giving professional advice, opinion, or recommendation. Client is and remains fully responsible and liable for any decision or business choice made using the Software and Services. Blockdata cannot be held liable for possible inaccuracies in the data.
- Blockdata is in no event liable for:
- any damage caused by the use of the Software by Client;
- any damage resulting from hacking, tampering, or other unauthorized access or use of the Platform or user accounts as a result of negligence on the part of the Client.
- failure to meet any of Blockdata’s obligations under this SaaS Agreement where such failure is due to events beyond Blockdata’s control (for example a network failure);
- any damage or alteration to Client’s equipment as a result of the installation or use of the Software.
- If Blockdata is nevertheless liable, this liability is limited to the total amount of subscription fees paid during the calendar year in which the liability causing event took place.
- If Client is in breach of any of its obligations provided in this SaaS Agreement, Client is liable to Blockdata for compensation for loss suffered or to be suffered by Blockdata.
- Nothing in this SaaS Agreement shall exclude or limit Blockdata’s liability when it cannot be excluded or limited under applicable law.
- Final provisions
- The SaaS Agreement may only be amended by mutual agreement between Parties in writing. In writing includes e-mail.
- The invalidity or unenforceability of any provision of this SaaS Agreement shall not affect the validity or enforceability of any other provision in it. The invalid provision shall be deemed to be replaced by a valid and enforceable provision that complies with the objectives of the Parties as much as possible.
- This SaaS Agreement supersedes all prior agreements between Parties regarding the use of the Software by Client.
- Client may not transfer its rights and obligations from this SaaS Agreement to a third party without Blockdata’s prior permission in writing.
- Governing law and jurisdiction
- This SaaS Agreement shall be governed by and construed in accordance with the laws of the Netherlands.
- All disputes arising out of or in connection with this SaaS Agreement shall be exclusively submitted to the competent court in Amsterdam.
- Blockdata shall not disclose any of Client’s information to third parties, unless Blockdata is required by a statutory or professional obligation to disclose the information.
- Blockdata shall not use any information obtained from Client in a different manner than originally intended, except that the information may be used in a legal procedure that involves Blockdata and the information can be of importance.
1078 XM Amsterdam
Data protection officer