Terms of Service

Updated June 9th, 2024

PLATFORM TERMS OF USE

1. ACCEPTANCE OF TERMS

1.1 Your access and use of the Platform, the creation and holding of an Account, using the Services, accessing any Chainsight Content, Third Party and/or Your Content, or any forums, wikis, blogs, or services provided on the Platform, are subject to these Platform Terms.

1.2 As used in these Platform Terms, “Chainsight”, “we”, “us” or “our” refers to Horizonx FZCO, a free zone company, registered with the International Free Zone Authority of Dubai, with registered address at IFZA Business Park, DDP, 17688-001, Dubai Silicon Oasis, Dubai, United Arab Emirates.

1.3 Your use of the Platform, the creation and holding of an Account, using the Services, accessing any Chainsight Content, Third Party and/or Your Content, or any forums, wikis, blogs, or services provided on the Platform, may also be subject to disclaimers, legal notices, click-through agreements, or other legal agreements (any, "Additional Legal Terms"), which may be posted on the Platform from time to time.

1.4 These Platform Terms, the applicable Additional Legal Terms and the Privacy Notice (together "Controlling Terms") form a legally binding agreement between you and Chainsight regarding your access and use of the Platform.

1.5 If you are accessing and/or using the Platform on behalf of your employer or as a consultant or agent of a third party (collectively "Your Company"), you represent and warrant that you have the authority to act on behalf of and bind Your Company to these Platform Terms and everywhere in these Platform Terms that refers to you or your, shall also include Your Company.

1.6 In addition, you represent to us that you are (i) not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (i.e., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, the United Kingdom, or other applicable government authority and (ii) not located in any country subject to a comprehensive sanctions program implemented by the United States.

1.7 By accessing or using the Platform, including opening an Account or otherwise receiving the Services, you accept and agree to abide by the terms of these Platform Terms. If you do not agree to the terms of these Platform Terms, you must stop using/accessing the Platform immediately.

2. Definitions

3. The Services

3.1 Generally. You may access and use the Services only in accordance with this Agreement. You agree to comply with the terms of this Agreement and all laws, rules and regulations applicable to your use of the Services.

3.2 Services and Access. Chainsight offers a number of Services under the Chainsight brand or brands owned by us. Services are generally accessed through the Platform or through a third party provider, unless otherwise agreed in writing. Some Services may require you to create an account with Chainsight, enter a valid form of payment, and select a paid plan (a "Paid Plan"), or initiate an Order.

3.3 Third-Party Content and Services. As part of certain Services, you may view, have access to, and may use the informational content, Data, products, or services of one or more third parties ("Third Party Content" and "Third Party Services" respectively) as provided by a Third-Party Information Provider/s. In each such case, you agree that you view, access or use such content and services at your own election. Your reliance on any Third Party Content and use of Third Party Services in connection with the Services is governed on one hand by this Agreement but, on the other, will also generally be subject to separate terms of use including disclaimers or risk warnings about reliance on or the accuracy of any information. Such terms may also apply a Privacy Notice different than that which Chainsight maintains and incorporates into this Agreement. It is your responsibility to understand the terms and conditions of the Third Party Services, including how those service providers use any of your information under their privacy policies.

Third Party Content and Third Party Services are provided for your convenience only.  We do not verify, curate, or control Third Party Content.  We do not control Third Party Services.  As a result, we do not guarantee, endorse, or recommend such content or services to any or all users of the Services, or the use of such content or services for any particular purpose.  You access, rely upon or use any Third Party Content or Third Party Service at your own risk.  Chainsight disclaims all responsibility and liability for any Losses on account of your reliance upon or use of such content or services.  We have no responsibility for Third Party Content that may be misleading, incomplete, erroneous, offensive, indecent, or otherwise objectionable to you or under the law in your jurisdiction.  The choice to rely on Third Party Content or to use a Third Party Service is your own, and you are solely responsible for ensuring that your reliance or use is in compliance with all applicable laws.  Dealing or correspondence with any third party that provides such content or services is solely between you and that third party.  We reserve the right to change, suspend, remove, disable, or impose access restrictions or limits on the use of any Third Party Service at any time without notice.

3.4 Support. You may seek or receive technical or product support, information, advice, or guidance from us regarding the Services, including via a third party service provider, chat interface, or email. All support made available or provided by or on behalf of Chainsight is believed to be reliable, but we do not make representations or warranties, express or implied, as to its accuracy, its completeness, or the results to be obtained. Such support is being provided for informational purposes only and, by accepting such support, you are representing that you have adequate skill and experience regarding the proper selection, use, and/or application of Services and use such Services at your own discretion and risk. With the exception of instances of gross negligence, you hold us harmless for any injury that may result from the support you receive from us. You are aware that our customer support efforts may be impersonated by malicious third parties, and you agree that we are not responsible for the actions of such impersonators. You further acknowledge that we will not offer support via SMS, WhatsApp, Telegram, WeChat, or Twitter DMs, and that we will never ask you for your private key or secret recovery phrase or for you to make a payment to us.

4. License

4.1 Except as otherwise expressly provided herein, Chainsight hereby grants to you a limited, worldwide, non-exclusive, non-transferable, revocable license permitting you, during the term of this Agreement, to: (a) receive, store, process, commingle, and use for your own internal purposes any Data received (i) directly from Chainsight, or (ii) from another Data provider that Chainsight has entered into an agreement with for the dissemination of its Data, in each case in accordance with the terms of this Agreement and the terms and conditions applicable to any Third Party Content or Third Party Services, any Third Party Agreements and Regulatory Requirements, as may be amended, modified, or supplemented from time to time. Notwithstanding anything to the contrary herein, You shall not use, or permit any third party to use, any Data (i) as input data in the creation or calculation of any index or similar work or to create input data for use in the creation or calculation of any index or similar work, or (ii) to create any financial instrument, investment product, or investment strategy that is based on, or seeks to match the performance of, values included in the Data, except as authorized in writing by Chainsight or, with respect to any Data owned by a third party, the applicable Third-Party Information Provider.

4.2 Chainsight expressly reserves any and all other rights in and to the Data other than the limited license rights granted in accordance with this Agreement.

4.3 Record Retention by You. You shall maintain complete and accurate records relating to the use and distribution of Data in accordance with applicable Regulatory Requirements and other such information as Chainsight from time to time may reasonably request in writing.

4.4 Reporting. You shall comply with Regulatory Requirements relating to usage reporting, such as reporting Data users, devices, and other units of count as required.

4.5 Proprietary Nature of Data. You further acknowledges and agrees that Third-Party Information Providers (i) have proprietary rights in their respective information and data, and (ii) may impose certain requirements on the use and distribution of their respective information and data and/or information derived from their information and data that may be more restrictive than the rights set forth herein, and accordingly. Chainsight has no liability and responsibility on the user's data source. You's rights under this Agreement with respect to Data including or based on such third-party information and data is subject to any such requirements imposed by the subject Third-Party Information Provider from time to time, notwithstanding any terms and conditions of this Agreement to the contrary, and any violation of such requirements shall constitute a breach hereunder.

4.6 Protection of Data. You agree to use commercially reasonable efforts to prevent any person from obtaining Data through its equipment or facilities, except as authorized hereunder. In the event You have reason to believe any Data is being obtained by an unauthorized Person from You, You agree to use commercially reasonable efforts to ascertain the source from which, and the manner in which, the same is being obtained and to promptly inform and cooperate with Chainsight fully with respect thereto. During the term of this Agreement, You shall maintain effective Data Controls for any part of You's service for which You control access to Data.

4.7 Right to Deny Use or Distribution. Chainsight retains the right to direct You to terminate any use or distribution of Data for any or no reason, in which event Chainsight shall notify You and You shall cease using and/or distributing Data as directed by Chainsight as soon as commercially practicable.

4.8 Licence to Your Content. By transmitting or uploading any of Your Content on the Platform, you grant to Chainsight a perpetual, irrevocable, non-exclusive, world-wide, fully-paid up and royalty free license to use such Your Content without restrictions of any kind and without any payment or other consideration of any kind, or permission or notification, to you or any third party. The license shall include, without limitation, the irrevocable right to reproduce, prepare derivative works, combine with other works, alter, translate, distribute copies, display, perform, license the Your Content, and all rights therein; to make, have made, offer to sell, sell, lease, or otherwise distribute any Your Content or product; and to practice any method, embodying such Your Content (including the right to sublicense any of the foregoing).

4.9 You further represent and warrant to Chainsight that you have the right, title, and/or authority to grant such license to Chainsight. Chainsight may elect not to post or publish the Your Content that you send or upload. If Chainsight elects to post or publish the Your Content, Chainsight may in its sole discretion elect to withdraw the posted or published information for any reason and without notice.

5. ACCEPTABLE USE

You agree not to, and not to allow third parties to, use the Services:

5.1 to violate or encourage the violation of the legal rights of others (for example. this may include allowing End Users to infringe or misappropriate the intellectual property rights of others in violation of the Digital Millennium Copyright Act);

5.2 to engage in, promote or encourage any illegal or infringing content:

5.3 for any unlawful, invasive, infringing, defamatory or fraudulent purpose (for example, this may include phishing, creating a pyramid scheme or mirroring the Platform);

5.4 to intentionally distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature;

5.5 to interfere with the use of the Services, or the equipment used to provide the Services, by customers, authorized resellers, or other authorized users;

5.6 to disable, interfere with or circumvent any aspect of the Services (for example, any thresholds or limits);

5.7 to generate, distribute, publish or facilitate unsolicited mass email, promotions, advertising or other solicitation; or

5.8 to use the Services, or any interfaces provided with the Services, to access any other product or service in a manner that violates the terms of service of such other product or service.

6. Changes

6.1 To the Services. We may change or discontinue any or all of the Services or change or remove functionality of any or all of the Services from time to time. We will use commercially reasonable efforts to communicate to you any discontinuation of a Service through the Platform Terms of Use or public communication channels. If you are on a Paid Plan, we will use commercially reasonable efforts to communicate to you any discontinuation of the Service at least ten days in advance of such discontinuation, and we will use commercially reasonable efforts to continue supporting the Service for up to thirty days after the discontinuation, except if doing so (a) would pose an information security or intellectual property issue, (b) is economically or technically burdensome, or (c) would create undue risk of us violating the law.

6.2 To this Agreement. We reserve the right, at our sole discretion, to modify or replace any part of this Agreement or any Policies at any time. It is your responsibility to check this Agreement periodically for changes, but we will also use commercially reasonable efforts to communicate any material changes to this Agreement through the Platform, email (if you have an account), or public channels. You agree that your continued use of or access to the Services following the posting of any changes to this Agreement constitutes acceptance of those changes, whether or not you were checking for changes or actually read the changes.

7. Your Responsibilities

7.1 Use of the Services. For any Services, whether they require that you set up an account with Chainsight or not, and except to the extent caused by our breach of this Agreement, (a) you are responsible for all activities that occur with respect to your use of the Services, regardless of whether the activities are authorized by you or undertaken by you, your employees or a third party (including your contractors, agents or other End Users), and (b) we are not responsible for unauthorized access to the Services or your account, including any access that occurred as a result of fraud, phishing, or other criminal activity perpetrated against you by third parties. You will ensure that your use of the Services does not violate any applicable law.

7.2 Your Security and Backup. You are solely responsible for properly configuring and using the Services and otherwise taking appropriate action to secure, protect, and backup your accounts and/or Your Content in a manner that will provide appropriate or implemented, and recording and securely maintaining any passwords or secret recovery phrases that relate to your use of the Services. You further acknowledge that you will not share with us nor any other third party any password or secret recovery phrase that relates to your use of the Services, and that we will not be held responsible if you do share any such password or phrase, whether you do so knowingly or unknowingly. For the avoidance of doubt, we take no responsibility whatsoever for any theft of a secret recovery phrase that involved intrusion through any means into your personal device or a cloud provider's data repository.

7.3 Log-In Credentials. To the extent we provide you with log-in credentials generated by the Services, such log-in credentials are for your use only and you will not sell, transfer, or sublicense them to any other entity or person, except that you may disclose your password or private key to your agents and subcontractors performing work on your behalf.

8. Fees and Payment

8.1 Service Fees. If your use of a Service does not require an Order or Paid Plan but software licensing fees are charged contemporaneously with your use of the Service, those fees will be charged as described on the Platform Terms of Use or in the user interface of the Service. Such fees may be calculated by combining a fee charged by us and a fee charged by us and a fee charged by a Third Party Service that provides certain functionality related to the Service. For those Services which entail an Order or Paid Plan, we calculate and bill fees and charges according to your Order or Paid Plan.

8.2 In addition, for particular Orders, we may issue an invoice to you for all charges above the applicable threshold for your Paid Plan which constitute overage fees for the previous billing period. If you make any other changes to the Services during a billing period (for example, upgrading or downgrading your Paid Plan), we will apply any additional charges or credits to the next billing period. We may bill you more frequently for fees accrued at our discretion upon notice to you. You will pay all fees in U.S. dollars unless the particular Service specifies a different form of payment or otherwise agreed to by you and us in writing. All amounts payable by you under this Agreement will be paid to us without setoff or counterclaim, and without any deduction or withholding. Fees and charges for any new Service or new feature of an Service will be effective when we use commercially reasonable efforts to communicate updated fees and charges through our Platform Terms of Use, the interface of the Service itself, or other public channels or, if you are on a Paid Plan, upon commercially reasonable efforts to notify you directly, but we may expressly state when notifying you that another effective date applies. We may increase or add new fees and charges for any existing Services you are using by using commercially reasonable efforts to notify users of the Services through our Platform Terms of Use, the interface of the Service itself, other public channels or, if you are on a Paid Plan, by giving you 30 days' notice. Unless otherwise specified in an Order, all Paid Plan amounts due under this Agreement are payable within 30 days following receipt of your invoice. We may elect to charge you interest at the rate of 12% per month (or the highest rate permitted by law, if less) on all late payments.

8.3 Taxes. Each party will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that party upon or with respect to the transactions and payments under this Agreement. All fees payable by you are exclusive taxes unless otherwise noted. We reserve the right to withhold taxes where required.

9. Temporary Suspension; Limiting API Requests

9.1 We may suspend your right to access or use any portion or all of the Services immediately if we determine:

1. 9.1.1 your use of the Services (i) poses a security risk to the Services or any third party, (ii) could adversely impact our systems, the Services, or the systems of any other user, (iii) could subject us, our affiliates, or any third party to liability, or (iv) could be unlawful;

2. 9.1.2 you are, or any End User is, in breach of this Agreement;

3. 9.1.3 you are in breach of your payment obligations under Section 8 for 30 days or longer; or

4. 9.1.4 for entities, you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.

9.2 Effect of Suspension. If we suspend your right to access or use any portion or all of an Service:

1. 9.2.1 you remain responsible for all fees and charges you incur during the period of suspension; and

2. 9.2.2 you will not be entitled to any fee credits for any period of suspension.

10. Term; Termination.

10.1 Term. For Services subject to a Paid Plan, the term of this Agreement will commence on the Effective Date and will remain in effect until terminated under this Section 10 or by separate written agreement. Any notice of termination of this Agreement by either party to the other must include a Termination Date that complies with the notice periods in Section 10.3 as applicable. For Services that are not subject to a Paid Plan, the term of this Agreement will commence on the Effective Date and will remain in effect until you stop accessing or using the Services.

10.2 Termination for Convenience. If you are not on a Paid Plan, you may terminate this Agreement for any reason by ceasing use of the Service. For Paid Plans, Chainsight may terminate this Agreement for any reason after providing thirty calendar days' written notice.

10.3 Termination for Cause.

1. 10.3.1 By Either Party. Either party may terminate this Agreement for cause if the other party is in material breach of this Agreement and the material breach remains uncured for a period of thirty days from receipt of the other party's notice of breach.

2. 10.3.2 By Us. We may also terminate this Agreement for cause immediately (a) if we have the right to suspend under Section 9, (b) if our relationship with a Third-Party Information Provider who provides Data we use to provide the Services expires, terminates, or requires us to change the way we provide Data as part of the Services, or (c) in order to avoid undue risk of violating any Regulatory Requirement.

10.4 Effect of Termination. Upon the Termination Date:

1. 10.4.1 all your rights under this Agreement immediately terminate; and

2. 10.4.2 each party remains responsible for all fees and charges it has incurred through the Termination Date and are responsible for any fees and charges it incurs during the post-termination period;

3. 10.4.3 these Platform Terms shall survive the expiration or termination to the full extent necessary for their enforcement and for the protection of the party in whose favour they operate. For instance, should this Agreement between you and us terminate, any dispute raised after you stop accessing or using the Services will be subject to the applicable provisions of this Agreement if that dispute relates to your prior access or use.

For any use of the Services after the Termination Date, the terms of this Agreement will again apply and, if your use is under a Paid Plan, you will pay the applicable fees at the rates under Section 8.

11. Indemnification

11.1 General

1. 11.1.1 You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any Losses arising out of or relating to any claim concerning: (a) breach of this Agreement or violation of applicable law by you; or (b) a dispute between you and any of your customers or users. You will reimburse us for reasonable attorneys' fees and expenses, associated with claims described in (a) and (b) above.

2. 11.1.2 We will defend, indemnify, and hold harmless you and your employees, officers, directors, and representatives from and against any Losses arising out of or relating to any claim concerning our material and intentional breach of this Agreement. We will reimburse you for reasonable attorneys' fees and expenses associated with the claims described in this paragraph.

11.2 Intellectual Property

1. 11.2.1 Subject to the limitations in this Section 11, you will defend Chainsight, its affiliates, and their respective employees, officers, and directors against any third-party claim alleging that any of Your Content infringes or misappropriates that third party's intellectual property rights, and will pay the amount of any adverse final judgment or settlement.

2. 11.2.2 We will have no obligations or liability arising from your use of the Services after we have notified you to discontinue such use. The remedies provided in this Section 11.2 are the sole and exclusive remedies for any third-party claims of infringement or misappropriation of intellectual property rights by the Services.

12. Disclaimers; Risk

12.1 DISCLAIMER. THE SERVICES ARE PROVIDED "AS IS." EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED OR WAIVED, WE AND OUR AFFILIATES AND LICENSORS (A) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICES, THE THIRD PARTY CONTENT, OR THE THIRD PARTY SERVICES, AND (B) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (I) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, (II) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, (III) THAT THE SERVICES, THIRD PARTY CONTENT, OR THIRD PARTY SERVICE WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, AND (IV) THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE NOT RELIED AND ARE NOT RELYING UPON ANY REPRESENTATION OR WARRANTY FROM CHAINSIGHT THAT IS NOT OTHERWISE IN THIS AGREEMENT OR IN A SEPARATE WRITTEN AGREEMENT BETWEEN US, AND YOU AGREE YOU WILL NOT TAKE A POSITION IN ANY PROCEEDING THAT IS INCONSISTENT WITH THIS PROVISION.

12.2 RISKS. OUR SERVICES RELY ON EMERGING TECHNOLOGIES, SOME SERVICES ARE SUBJECT TO INCREASED RISK THROUGH YOUR POTENTIAL MISUSE OF THINGS SUCH AS PUBLIC/PRIVATE KEY CRYPTOGRAPHY, OR FAILING TO PROPERLY UPDATE OR RUN SOFTWARE TO ACCOMMODATE PROTOCOL UPGRADES, LIKE THE TRANSITION TO PROOF OF STAKE CONSENSUS BY USING THE SERVICES YOU EXPLICITY ACKNOWLEDGE AND ACCEPT THESE HIGHTENED RISKS. YOU REPRESENT THATYOU ARE FINANCIALLY AND TECHNICALLY SOPHISTICATED ENOUGH TO UNDERSTAND THE INHERENT RISKS ASSOCIATED WITH USING CRYPTOGRAPHIC AND BLOCKCHAIN-BASED SYSTEMS AND UPGRADING YOUR SOFTWARE AND PROCESSES TO ACCOMMODATE OFFERING AND PROTOCOL UPGRADES, AND THAT YOU HAVE A WORKING KNOWLEDGE OF THE USAGE AND INTRICACIES OF DIGITAL ASSETS, YOU UNDERSTAND THAT WE DO NOT OPERATE ANY BLOCKCHAIN PROTOCOL, COMMUNICATE OR EXECUTE PROTOCOL UPGRADES, OR APPROVE OR PROCESS BLOCKCHAIN TRANSACTIONS ON BEHALF OF YOU. YOU FURTHER UNDERSTAND THAT BLOCKCHAIN PROTOCOLS PRESENT THEIR OWN RISKS OF USE, THAT SUPPORTING OR PARTICIPATING IN THE PROTOCOL MAY RESULT IN LOSSES IF YOUR PARTICIPATION VIOLATES CERTAIN PROTOCOL RULES, THAT BLOCKCHAIN-BASED TRANSACTIONS ARE IRREVERSIBLE, THAT YOUR PRIVATE KEY AND SECRET RECOVERY PHRASE MUST BE KEPT SECRET AT ALL TIMES, THAT CHAINSIGHT WILL NOT STORE A BACKUP OF, NOR WILL BE ABLE TO DISCOVER OR RECOVER, YOUR PRIVATE KEY OR SECRET RECOVERY PHRASE, THAT DIGITALLY COPYING AND STORING YOUR SECRET RECOVERY PHRASE ON A CLOUD STORAGE SYSTEM OR OTHER THIRD PARTY SUPPORTED DATA STORAGE, INCLUDING YOUR PERSONAL DEVICE, MAY INCREASE THE RISK OF LOSS OR THEFT, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY APPROVALS OR PERMISSIONS YOU PROVIDE BY CRYPTOGRAPHICALLY SIGNING BLOCKCHAIN MESSAGES OR TRANSACTIONS, ESPECIALLY THOSE RESPONDING TO SOLICITATIONS AND OTHER PROMPTS FROM THIRD PARTIES. WITH RESPECT TO THIRD PARTIES, YOU ARE AWARE THAT SOCIAL ENGINEERING SCAMS LIKE PIG BUTCHERING PERPETRATED BY MALICIOUS THIRD PARTIES IS A RISK AND YOU AGREE THAT YOU AND YOU ALONE ARE RESPONSIBLE FOR TRANSACTIONS OR AGREEMENTS WITH SUCH THIRD PARTIES THAT MAY LEAD TO INJURY. YOU AGREE THAT WE ARE NOT RESPONSIBLE FOR VERIFYING THE LEGITIMACY OR SAFETY OR SUITABILITY OF ANY THIRD PARTY APPLICATIONS OR TOKENS THAT YOU MAY INTERACT WITH OR RECEIVE USING OUR SERVICES. YOU ARE AWARE THAT THERE ARE TECHNICAL MEASURES IN CERTAIN SERVICES THAT IMPROVE USER SAFETY, AND YOU ARE SOLELY RESPONSIBLE FOR UNDERSTANDING HOW THEY FUNCTION AND USING THEM AS APPROPRIATE.

YOU FURTHER UNDERSTAND AND ACCEPT THAT DIGITAL ASSETS PRESENT MARKET VOLATILITY RISK, TECHNICAL SOFTWARE RISKS, REGULATORY RISKS, AND CYBERSECURITY RISKS.  YOU UNDERSTAND THAT THE COST AND SPEED OF A BLOCKCHAIN-BASED SYSTEM IS VARIABLE, THAT COST MAY INCREASE DRAMATICALLY AT ANY TIME, AND THAT COST AND SPEED IS NOT WITHIN THE CAPABILITY OF CHAINSIGHT TO CONTROL.  YOU UNDERSTAND THAT PROTOCOL UPGRADES MAY INADVERTENTLY CONTAIN BUGS OR SECURITY VULNERABILITIES THAT MAY RESULT IN LOSS OF FUNCTIONALITY AND ULTIMATELY FUNDS.

YOU UNDERSTAND AND ACCEPT THAT WE DO NOT CONTROL ANY BLOCKCHAIN PROTOCOL, NOR DOES CHAINSIGHT CONTROL ANY SMART CONTRACT THAT IS NOT OTHERWISE OFFERED BY CHAINSIGHT AS PART OF THE SERVICES AND IS NOT ITSELF A THIRD PARTY SERVICE.  YOU UNDERSTAND AND ACCEPT THAT CHAINSIGHT DOES NOT CONTROL AND IS NOT RESPONSIBLE FOR ANY THIRD PARTY SERVICE.  YOU AGREE THAT YOU ALONE, AND NOT CHAINSIGHT, IS RESPONSIBLE FOR ANY TRANSACTIONS THAT YOU ENGAGE IN WITH REGARD TO ANY BLOCKCHAIN PROTOCOL WHETHER THROUGH TRANSACTION VALIDATION OR OTHERWISE, OR ANY TRANSACTIONS THAT YOU ENGAGE IN WITH ANY THIRD-PARTY-DEVELOPED SMART CONTRACT OR TOKEN, INCLUDING TOKENS THAT WERE CREATED BY A THIRD PARTY FOR THE PURPOSE OF FRAUDULENTLY MISREPRESENTING AFFILIATION WITH ANY BLOCKCHAIN PROJECT.  YOU AGREE THAT CHAINSIGHT IS NOT RESPONSIBLE FOR THE REGULATORY STATUS OR TREATMENT IN ANY JURISDICTION OF ANY DIGITAL ASSETS THAT YOU MAY ACCESS OR TRANSACT WITH.  YOU EXPRESSLY ASSUME FULL RESPONSIBILITY FOR ALL OF THE RISKS OF ACCESSING AND USING THE SERVICES TO INTERACT WITH BLOCKCHAIN PROTOCOLS.

13. Limitation of Liability

13.1 LIMITATION OF AMOUNT. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF CHAINSIGHT TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT (REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM NEGLIGENCE OR OTHERWISE) EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE, OR, IF NO FEES HAVE BEEN PAID, USD25,000. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION 8. CHAINSIGHT SHALL HAVE NO LIABILITY TO YOU WITH RESPECT TO ANY OFFERING EXCEPT TO THE EXTENT THAT SUCH DAMAGES ARE DETERMINED BY FINAL JUDGEMENT OF A COURT OR ARBITRATOR.

13.2 EXCLUSION OF CONSEQUENTIAL AD RELATED DAMAGES. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELA7ED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY'S OR ITS AFFILIATES' REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

14. Miscellaneous

14.1 Assignment. You will not assign or otherwise transfer this Agreement or any of your rights and obligations under this Agreement, without our prior written consent. Any assignment or transfer in violation of this Section 14.1 will be void. We may assign this Agreement without your consent (a) in connection with a merger, acquisition or sale of all or substantially all of our assets, or (b) to any Affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for us as a party to this Agreement and we are fully released from all of our obligations and duties to perform under this Agreement. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns.

14.2 Entire Agreement and Modifications. This Agreement incorporates the Policies by reference and is the entire agreement between you and us regarding the subject matter of this Agreement. If the Platform Terms are inconsistent with the terms contained in any Policy, the terms contained in the Platform Terms will control. Any modification to the Platform Terms may only be made in writing.

14.3 Force Majeure. Neither party nor their respective affiliates will be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond such party's reasonable control, including but not limited to acts of God, utilities or other telecommunications failures, cyber attacks, earthquake, storms or other elements of nature, pandemics, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

14.4 Export and Sanctions Compliance. In connection with this Agreement, you will comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations, including all such laws and regulations that prohibit certain transactions. For clarity, you are solely responsible for compliance related to the manner in which you choose to use the Services. You may not use any Service if you are the subject of U.S. sanctions or of sanctions consistent with U.S. law imposed by the governments of the country where you are using the Service.

14.5 Independent Contractors; Non-Exclusive Rights. We and you are independent contractors, and this Agreement will not be construed to create a partnership, joint venture, agency, or employment relationship. Neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. Both parties reserve the right (a) to develop or have developed for it products, services, concepts, systems, or techniques that are similar to or compete with the products, services, concepts, systems, or techniques developed or contemplated by the other party, and (b) to assist third party developers or systems integrators who may offer products or services which compete with the other party's products or services.

14.6 Eligibility. If you are under the age of majority in your jurisdiction of residence, you may use the Platform Terms of Use or Services only with the consent of or under the supervision of your parent or legal guardian.

NOTICE TO PARENTS AND GUARDIANS.  By granting your minor permission to access the Platform Terms of Use or Services, you agree to these Platform Terms of Use on behalf of your minor.  You are responsible for exercising supervision over your minor’s online activities.  If you do not agree to these Platform Terms of Use, do not let your minor use the Platform Terms of Use or Services.

14.7 Language. All communications and notices made or given pursuant to this Agreement must be in the English language. If we provide a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict.

14.8 Notice

1. 14.8.1 To You. We may provide any notice to you under this Agreement using commercially reasonable means, including: (i) posting a notice on the Platform Terms of Use; (ii) sending a message to the email address then associated with your account; (iii) posting the notice in the interface of the applicable Service; or (iv) using public communication channels. Notices we provide by posting on the Platform Terms of Use or using public communication channels will be effective upon posting, and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address current to the extent you have an account. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email contact@chainsight.network.

2. 14.8.2 To Us. To give us notice under this Agreement, you must contact us by email at contact@chainsight.network.

14.9 No Third-Party Beneficiaries. Except as otherwise set forth herein, this Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement.

14.10 No Waivers. The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.

14.11 Severability. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.

You can reach us at contact@chainsight.network