LOCKCHAIN PLATFORM

TERMS OF SERVICE

IMPORTANT: READ CAREFULLY

This License Agreement (‘Agreement’) forms a legally binding contract between you (“Customer” or “You”) and Lockchain Corp., including its affiliates (“Us”, “We”, or “Lockchain”). This Agreement governs your acquisition, use, and access of our risk intelligence and risk management automation platform, provided as a Software-as-a-Service (SaaS) solution (“Lockchain Service”).

1. DEFINITIONS

”Acceptable Use Policy”: The policy, available at www.lockchain.ai/terms-of-service, that governs the acceptable use of the Lockchain Services. This policy is applicable to both the Customer and any Authorized Users who access or use the Services under the Customer’s account. Lockchain may update this policy from time to time.

”Account Information”: Information provided by the Customer or Authorized User to create or manage their account on the Lockchain Services, including but not limited to names, usernames, phone numbers, email addresses, telegram handles, and billing details.

”API Keys”: Authentication credentials issued or authorized by either Lockchain or the Customer’s external custody platforms or service providers, respectively, to allow secure programmatic access and interaction with services or data. Third-party API keys may be voluntarily provided by the Customer or Authorized Users to Lockchain for the purpose of facilitating data retrieval or integration with third-party platforms.

”Authorized User”: Any individual or entity, including but not limited to Customer’s employees, consultants, contractors, and agents, who are (a) authorized by Customer to access and use the Lockchain Services under the rights granted to Customer pursuant to this Agreement, and (b) for whom access to the Lockchain Services has been purchased hereunder. This term also encompasses any individual or entity that gains direct or indirect access to the Lockchain Services or Customer Data through the Customer’s account.

”Confidential Information”: Any non-public, proprietary, or sensitive information disclosed by either party, whether in oral, written, electronic, or other form, which is designated as confidential or would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

”Customer-Generated Content”: Any reports, documents, or data generated or created through the Lockchain Services.

”Customer Data”: All data, information, and assets the Customer or any Authorized User stores, hosts, or processes through the Lockchain Services. This content is considered Confidential Information but does not include Account Information.

“Initial Term”: The initial duration of this Agreement, commencing on the Effective Date and continuing for the period specified in the Lockchain-provided Service Order, unless earlier terminated in accordance with the provisions of this Agreement.

”Linked Sites”: External websites to which the Lockchain Services may link, such as Etherscan.io. Lockchain is not responsible for the content, policies, or practices of these Linked Sites.

”Playbooks”: Predefined response strategies provided by the Customer to Lockchain, outlining actions to be taken given certain defined scenarios.

”Prohibited Activities”: Activities or uses that are not permitted on the Lockchain Platform, as specified by Lockchain and detailed in the Acceptable Use Policy, including but not limited to data sharing restrictions.

”Lockchain Services”: The risk intelligence and automation platform for web3 risk management, provided as a Software-as-a-Service (SaaS) by Lockchain.

”Service Attributes”: Metrics and data related to the Customer’s usage of the Lockchain Services, such as resource identifiers, metadata tags, security roles, usage statistics, and analytics.

”Suggestions”: Any recommended improvements to the Lockchain Services provided by the Customer.

”Term”: The duration of this Agreement, as specified in the corresponding Service Order, and further elaborated in the terms and conditions of this Agreement.

”Termination Date”: The effective date upon which this Agreement will end, as stipulated in the corresponding Service Order and governed by the provisions in this Agreement.

”Third-party Tools”: Any third-party components or technologies that may be embedded in the Lockchain Services.

”User Data”: Data collected from or generated in relation to the Customer and Authorized Users during the course of interaction with the Lockchain Services. This term may include, but is not limited to, account information, metadata, timestamps, platforms, transaction histories within the Lockchain Services, activity logs, IP addresses, device information, geographical location, browser type, operating system, referral source, length of visit, page views, clicks, and other ancillary information related to user activity.

”User-Provided Asset Data”: Information voluntarily submitted to Lockchain by the Customer or Authorized Users, encompassing assets, wallet addresses, specified risk observation protocols, and manually specified assets and amounts. Users may also provide authorization for Lockchain to access API keys to custody platforms.

2. GRANT OF LICENSE AND PROVISION OF SERVICES

2.1 License Grant and Services

In consideration of the payment of the Fees as detailed in the corresponding Service Order and in accordance with Section 2 of this Agreement, Lockchain:

2.1.1 Grants the Customer a non-exclusive, non-transferable, and non-assignable license and right to access and use the Lockchain Services, solely for the Customer’s own business operations (“the License”).

2.1.2 Commits to provide the Customer with access to the Lockchain Services, as well as any Technical Support and services, upon the terms and conditions set forth in this Agreement.

2.4 Reservation of Rights

Any rights not expressly granted under this Agreement are hereby reserved. Without limiting the foregoing, the Customer agrees not to:

2.4.1 Make unauthorized copies of any part of the Lockchain Services;

2.4.2 Adapt, reverse engineer, decompile, disassemble, modify, or create derivative works based on the Lockchain Services or otherwise attempt to derive the source code, underlying ideas, algorithms, or any files contained in or generated by the Lockchain Services. The Customer shall also not permit, whether directly or indirectly, any third party to do any of the foregoing, including attempts to correct issues within the Lockchain Services;

2.4.3 Use any information provided by Lockchain to create any software or service substantially similar to the Lockchain Services, nor use such information in any manner that would infringe upon any copyright;

2.4.4 Sell, rent, lease, sub-lease, loan, translate, merge, adapt, modify, or transfer the rights to use the Lockchain Services, except as expressly allowed under Section 4.11, “Permissible Sharing and Prohibited Activities,” to any third party, or otherwise relinquish possession or control of the Lockchain Services for any purpose.

2.4.5. Input, upload, transmit, or otherwise provide to or through the Services, any information or materials that are unlawful or injurious, or contain, transmit, or activate any harmful code;

3. FEES, PAYMENTS, AND TAXES

3.1 Subscription Fees

In consideration of the License and Services provided under this Agreement, the Customer agrees to pay Lockchain the Subscription Fees as detailed in the Service Order. These Subscription Fees will cover:

3.1.1. Access to the Lockchain Services;

3.1.2. Technical Support;

3.1.3. Any other Services as defined in this Agreement.

3.2 Payment Terms

All amounts payable by the Customer will be paid to Lockchain without setoff, counterclaim, or any deduction or withholding, except as required by law. Payments shall be made by any method reasonably stipulated by Lockchain. No payment shall be considered paid until received by Lockchain in full and in cleared funds.

3.3 Excess Use and Adjustments

Should the Customer’s usage exceed the limitations set forth in the Service Order, Lockchain reserves the right to adjust the Subscription Fees for any excess use, provided that Lockchain gives the Customer notice of such excess usage.

3.4 Late Payments

Late payments may be subject to an interest charge at the rate of 1.5% per month or the highest rate permitted by law, whichever is lower. Furthermore, Lockchain reserves the right to suspend Services until full payment is received.

3.5 Taxes and Duties

All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Lockchain’s income.

3.6 Fee Increases

Lockchain reserves the right to increase Fees after the completion of the Initial Term. Any such fee increase will automatically apply to all subsequent Renewal Terms. Lockchain will provide written notice to the Customer at least 45 calendar days prior to implementing the fee increase. Upon receipt of such notice the Service Order shall be deemed automatically updated to reflect the new Fees.

3.7 Non-refundable Fees

Customer hereby acknowledges that all Fees paid in accordance with this Agreement are non-refundable, irrespective of any early termination of this Agreement or any other conditions that might otherwise constitute a basis for refund.

3.8 Credits Instead of Refunds

In the event that a situation arises where a refund might typically be considered, at Lockchain’s sole discretion, a credit may be issued to the Customer’s account. Such credits can only be used for future use of Lockchain Services and will not be redeemable for cash or other forms of reimbursement.

4. CUSTOMER RESPONSIBILITIES

4.1 Accounts

Except to the extent caused by Lockchain’s breach of this Agreement, Customer is responsible for all activities that occur under their account, irrespective of whether the activities are undertaken by Customer, their employees, or a third party (including Customer’s contractors, agents, or Authorized Users). Lockchain and its affiliates are not responsible for unauthorized access to Customer’s account.

4.2 Customer Data

The Client warrants that all Customer Data and Authorized User activity comply with this Agreement and applicable laws. The Client is solely responsible for the content, operation, and accuracy of uploaded Customer Data. Excessive storage or use will be billed under Section 3, Fees, Payments, and Taxes

4.3 Backup and Security

Customer shall ensure that their content is free of viruses and malware before uploading it to Lockchain. Customer has the sole responsibility for adequate protection of their data during the uploading process. Customer should maintain a backup of all their data both before and during the term of this Agreement as Lockchain retains no copies or archives for retrieval.

4.4 Log-In Credentials and API Keys

Account log-in credentials and API keys generated by the Lockchain Services are for Customer’s internal business use only. Customer shall not sell, transfer, or sublicense them to any other entity or person.

4.5 Authorized Users

The Client is responsible for any actions taken by Authorized Users that the Client has permitted, enabled, or facilitated in relation to this Agreement, Customer Data, or the use of the Lockchain Services. The Client is also accountable for the manner in which Authorized Users engage with the Customer Data and the Service. The Client is obligated to make sure all Authorized Users comply with the terms and conditions specified in this Agreement. Any separate agreements with Authorized Users must align with this Agreement. Should the Client become aware of an Authorized User failing to uphold these terms, the Client commits to immediately restrict that Authorized User’s access to both the Customer DataCustomer Data and the Lockchain Service.

4.6 Playbooks

Where applicable, Customer is responsible for the configuration and input of response strategies known as “playbooks.” These playbooks indicate the actions the user would take given a defined scenario. Customer acknowledges and agrees that Lockchain is not responsible for the effectiveness or appropriateness of these playbooks. THE CUSTOMER UNDERSTANDS AND AGREES THAT ANY DECISIONS, TRADES, OR ACTIONS TAKEN BASED ON THE USE OF THE LOCKCHAIN SERVICE, INCLUDING PLAYBOOKS, NOTIFICATIONS, OR ANY OTHER INFORMATION PROVIDED BY LOCKCHAIN, ARE THE SOLE RESPONSIBILITY OF THE CUSTOMER AND DO NOT CONSTITUTE TRADING, INVESTMENT, OR FINANCIAL ADVICE FROM LOCKCHAIN. Lockchain shall not be liable for any losses, damages, or consequences arising from the Customer’s interpretation or use of the provided information. The Customer should consider the information and notifications as informational and not advisory.

4.7 Compliance with Laws and Regulations

Customer will ensure that their use of the Lockchain Services and any associated services will not violate any applicable laws or regulations.

4.8 Linked Sites

Lockchain hereby disclaims any responsibility for the content, products, or services provided by Linked Sites. Inclusion of links does not imply an affiliation with Lockchain. Lockchain does not warrant the accuracy, legality, or reliability of Linked Sites.Customers acknowledge that accessing Linked Sites is done at their own risk. Lockchain is not liable for any losses or damages incurred due to reliance on Linked Sites’ content or practices. Customers are strongly advised to review the terms and policies of all Linked Sites they visit. Customers agree to indemnify, defend, and hold Lockchain harmless from all claims, damages, losses, and costs arising from (a) their use or reliance on the content, goods, or services offered by Linked Sites or (b) their violation of any terms or conditions specified by Linked Sites.

4.9 Third-Party Tools

Lockchain acknowledges the potential need to enhance the Lockchain Service by embedding Third-party Tools in the future to improve functionality and user experience. Your use of these tools may be subject to additional terms and conditions imposed by the respective third-party providers. Lockchain makes no warranties, representations, or guarantees regarding the performance, availability, or functionality of Third-party Tools, and your use of them is at your own risk. Lockchain may update, modify, or discontinue the integration of Third-party Tools within the Lockchain Service at its sole discretion, with or without prior notice. Lockchain is not responsible for providing support, maintenance, or assistance for Third-party Tools, and any support inquiries should be directed to the respective third-party providers.

4.10 API Keys

Customer may authorize Lockchain to access API keys provided by external custody platforms or service providers. Customer is solely responsible for supplying accurate and up-to-date API keys. Customer hereby commits to full compliance with the terms and conditions stipulated by the respective custody platforms or service providers, which may include additional obligations. Customer agrees to take all necessary precautions to prevent unauthorized access to their API keys and to promptly notify Lockchain shall use authorized API keys exclusively for the specific purpose of retrieving data essential to the provision of the mutually agreed Lockchain Services. The extent and nature of data accessible through these API keys are determined by the policies and capabilities of the external custody platforms or service providers.

4.11 Permissible Sharing and Prohibited Activities

Lockchain acknowledges that Customer may need to share alerts or other data derived from the Lockchain Service with third parties, associates, or service providers to facilitate operational actions or decisions on behalf of the Customer. Such sharing, when necessary for the Customer’s operational purposes, is permissible under this Agreement.

However, apart from the aforementioned circumstances, the Customer is strictly prohibited from distributing, sharing, or transferring any data accessed or derived from the Lockchain Services to third parties. Customer is also responsible for ensuring compliance with the “Acceptable Use Policy,” available at www.lockchain.ai/terms-of-service, which outlines the acceptable use of the Lockchain Services and may be updated by Lockchain from time to time.

5. TEMPORARY SUSPENSION

5.1 Lockchain’s Right to Suspend

Lockchain may suspend Customer or any Authorized User’s right to access or use any portion or all of the Lockchain Services immediately upon notice to Customer if Lockchain determines:

(a) Customer or an Authorized User’s use of the Lockchain Services

(i) poses a security risk to the Lockchain Services or any third party,

(ii) could adversely impact Lockchain’s systems, the Services, or the systems or data of any other Lockchain customer,

(iii) could subject Lockchain or any third party to liability, or

(iv) could be fraudulent;

(b) Customer is, or any Authorized User is, in breach of this Agreement;

(c) Customer is in breach of any payment obligations under Section 3, “Fees, Payments, and Taxes”; or

(d) Customer has ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of Customer’s assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding.

5.2 Effect of Suspension

If Lockchain suspends Customer’s right to access or use any portion or all of the Lockchain Services for any reason outlined in Section 5.1:

(a) Customer shall remain responsible for all fees and charges incurred during the period of suspension; and

(b) Customer shall not be entitled to any service credits or any type of refund for any period of suspension.

6. CHANGES TO SERVICE AND APIS

6.1 Service Changes

Lockchain may discontinue the Lockchain Services or any feature within it with a 90-day advance notice to Customer. A complete discontinuation of the Lockchain Services shall be deemed a Termination for Convenience, and shall be treated in accordance with Section 11.2(a) “Termination for Convenience.”

6.2 API Changes

Lockchain reserves the right to modify or cease offering any APIs related to its Platform at its discretion. Should a major alteration or discontinuation occur, Lockchain will endeavor, using commercially viable means, to sustain support for the prior version of the affected API for a period of one year following the change. This commitment may be overridden in circumstances where: (i) there is a threat to security or intellectual property rights; (ii) continued support is financially or technically impractical; or (iii) upholding the older version would result in legal violations or contradict directives from governmental authorities.

7. SECURITY, DATA PRIVACY, AND CONFIDENTIALITY

7.1 Security Measures

Without limiting any other provision in this Agreement, Lockchain will implement reasonable and appropriate measures designed to secure Customer Data against accidental or unlawful loss, access, or disclosure.

7.2 Data Privacy

Customer Data will be stored on servers operated by Amazon Web Services located in the United States. Lockchain will not access User Data except:

(a) as necessary to maintain or provide the Service,

(b) in accordance with legal obligations, or

(c) a governmental directive demands it.

Lockchain will notify the User of any legal requirement mandating such access or disclosure when legally permissible. Lockchain shall utilize the Account Information solely in conformity with this Agreement, to which the Customer grants consent.

7.3 Service Attributes

Lockchain may use Service Attributes for the following reasons:

(a) invoicing and managerial tasks,

(b) probing into fraudulent activities, misuse, or infringements of this Agreement, or

(c) supervising and refining the Service capabilities, on the condition that such analytics are consolidated and made anonymous.

7.4 Confidential Information

Both parties agree to keep any Confidential Information obtained under or in connection with this Agreement strictly confidential. Confidential Information may be disclosed to:

(a) employees, advisers, or agents of either party solely for the purposes of this Agreement, or

(b) as required by applicable law or governmental order after notification to the other party, when legally permissible.

Each party will take reasonable measures to prevent unauthorized disclosure, dissemination, or use of Confidential Information.

7.5 Exceptions

The obligations under Section 7.4 shall not apply to information:

(a) independently developed without the use of Confidential Information,

(b) already known by the recipient at the time of its receipt,

(c) acquired from a third party without a breach of any confidentiality obligation, or

(d) that becomes public domain through no breach of this Agreement.

7.6 Publicity

Nothing in this section shall prevent Lockchain from referring publicly to the fact that it has provided the Platform to the Customer for marketing or promotional activities, subject to consent from the Customer.

7.7 Post-Termination

Upon termination of this Agreement, Customer shall either return, destroy, or erase all Confidential Information. The obligations related to Confidential Information shall survive termination of this Agreement and remain in effect until such information no longer qualifies as Confidential Information.

8. BETA SERVICES

8.1 Beta Services

From time to time, Lockchain may offer Customer the chance to use and evaluate services that are in beta testing (“Beta Services”) for the purpose of gathering Customer Suggestions. By choosing to participate in the use of Beta Services, Customer acknowledges and agrees that such services are provided “AS-IS” and may contain bugs, errors, or other issues. Consequently, Lockchain offers no warranty, either express or implied, regarding the functionality, reliability, or any other aspect of the Beta Services.

8.2 Suggestions

Participation in the use of Beta Services may necessitate that the Customer provide Lockchain with Suggestions. Such Suggestions are invaluable for the improvement of our services and may be used by Lockchain for any purpose without obligation to the Customer.

8.3 Discontinuation

Lockchain reserves the right to discontinue any Beta Services at their sole discretion, without the requirement for advanced notice. Should a Beta Service be discontinued, Customer may lose access to any content, data, or other information stored within that specific Beta Service. Lockchain shall have no liability to Customer for any losses or damages that may result from the discontinuation of Beta Services. By choosing to use Beta Services, you agree to these terms, waiving any claim against us related to your use of, or any issues arising from, Beta Services.Your continued use of the Beta Services constitutes your agreement to these terms.

9. REPORTS AND GENERATED CONTENT

9.1 Ownership of Reports

All Customer-Generated Content, shall remain the exclusive property of Lockchain. Unauthorized copying, distribution, or commercial use of Customer-Generated Content without explicit consent from Lockchain is strictly prohibited. Lockchain may, at its sole discretion, tag or mark certain Customer-Generated Content as permissible for public sharing. Unless expressly indicated, all other Customer-Generated Content is deemed confidential and should not be disclosed publicly. Any unauthorized disclosure, distribution, or use of unmarked Customer-Generated Content will be considered a material breach of this agreement.

9.2 As-Is Data

The Customer-Generated Content is provided “AS-IS” without warranty of any kind, either express or implied, including but not limited to the accuracy, timeliness, performance, completeness, or suitability of the information and materials found or offered. Customer and Authorized Users acknowledge that such information and materials may contain inaccuracies or errors, and Lockchain expressly excludes liability for any such inaccuracies or errors to the fullest extent permitted by law.

9.3 No Liability for Incorrect Information

Lockchain is not liable for any loss, damage, or inconvenience suffered by the Customer or Authorized User as a result of relying on the information contained in the Reports. Authorized Users should independently verify the data before taking any actions based on it.

9.4 No Guarantee of Outcomes

Customer-Generated Content generated by the Lockchain Services are not predictive of future events, do not guarantee any specific results or outcomes, and should not be relied upon for making financial or strategic decisions without consulting a qualified professional.

9.5 Data Privacy

While Lockchain makes reasonable efforts to secure all data processed, we cannot guarantee the absolute security of the information contained within the Customer-Generated Content. It is the Authorized User’s responsibility to secure the Customer-Generated Content once generated and delivered.

9.6 Updates and Changes

Lockchain reserves the right to update or modify the Customer-Generated Content at its sole discretion. Customers are accountable for staying updated on any modifications to the Reports and understanding their possible impact. By utilizing the Lockchain Services and its reporting features, Customer agrees to the terms and conditions outlined in this Reports and Generated Content Clause. Failure to comply with these terms may result in immediate termination of your access to the Lockchain Services.

9.7 Customer-Generated Content License

Lockchain hereby grants the Customer and its Authorized Users a limited, non-exclusive, non-transferable license to use, display, and perform the Customer- Generated Content for internal business purposes only, which includes sharing the Customer-Generated Content with affiliates, stakeholders, financial contributors, and other parties with a legitimate need to know such information as part of the Customer’s internal business operations.This license does not grant the right to modify, distribute, or create derivative works based on the Customer Generated Content. Unauthorized use, copying, or distribution of the Customer-Generated Content is strictly prohibited. The Customer and its Authorized Users must comply with Lockchain’s Acceptable Use Policy and any other guidelines or policies provided by Lockchain.

10. ANCILLARY, PROFESSIONAL, AND SUPPORT SERVICES

If applicable, Lockchain may provide tailored training and support services as part of its risk intelligence and automation platform for web3 risk management, the details of which will be outlined in the Service Order. Additional ancillary services like system configuration and onboarding support may also be included strictly as specified. For Customers seeking specialized consulting, separate written agreements will be created to suit individual needs. Opting for any of these services implies acceptance of the terms specified in the relevant Service Order.

11. TERM AND TERMINATION

11.1 Term

The Initial Term of this Agreement begins on the Effective Date and continues for the duration specified in the Lockchain-provided Service Order (“Termination Date”) unless terminated under this Section 11. After the Initial Term, this Agreement automatically renews for additional 12-month periods (“Renewal Term”), unless either party gives notice of termination that complies with the notice periods specified in Section 11.2.

11.2 Termination

(a) Termination for Convenience:

• Customer may terminate this Agreement after the Initial Term by providing Lockchain with 60 days’ advance written notice. Should the Customer choose to terminate, any prepaid fees shall be non-refundable, and the Customer shall remain obligated to pay all fees due for the remaining duration of the applicable term.
• Lockchain may terminate this Agreement for any reason by providing the Customer with at least 60 days’ advance written notice. In the event of such termination by Lockchain, any fees prepaid for services not yet rendered shall be refunded to the Customer on a prorated basis.

(b) Termination for Cause:

• Either party may terminate this Agreement for cause if the other party is in material breach of the Agreement, and the breach remains uncured for 30 days from the receipt of notice.
• Lockchain may also terminate this Agreement immediately for reasons specified under Section 5 (Temporary Suspension), if a third-party partnership affecting the Service ends, or to comply with legal or governmental requests.

11.3 Effect of Termination

All rights granted to Customer under this Agreement shall cease immediately upon termination of the Agreement. Customer shall remain responsible for all fees and charges incurred up to the date of termination. Additionally, the Customer shall return or destroy all Confidential Information in their possession upon termination.

11.4 Survival

Sections concerning Security, Data Privacy, Confidential Information, and any other provisions that should reasonably survive will continue to apply post-termination.

11.5 Special Conditions

This Agreement may be terminated immediately if there is a change in the ownership or control of the Customer. If the Customer faces insolvency, bankruptcy, or a similar financial situation, Lockchain may terminate this Agreement immediately.

12. INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS

12.1 Ownership of Content and Service

12.1.1 Customer Rights. Other than as expressly set forth in this Agreement, Customer shall retain all rights to the User Data. Customer hereby grants Lockchain the limited right to use the User Data solely to deliver the Service under this Agreement.

12.1.2. Lockchain Rights.

Lockchain or its licensors retain all rights, title, and interest in and to the Service and Lockchain Content, including any and all related intellectual property rights. Customer is granted a limited, revocable, non-exclusive, non-transferable license to access and use the Service and Lockchain Content solely in accordance with the terms of this Agreement.

12.1.3. Warranties on Customer Data

The Customer represents and warrants that: (i) Customer or their Authorized Users own all rights to the Customer Data; (ii) Customer has all necessary rights to grant the permissions specified in this Agreement; and (iii) the Customer Data and its use will not violate any policies or laws, including Lockchain’s Acceptable Use Policy.

12.2 Licenses Granted

12.2.1. Lockchain Licenses. Lockchain grants the Customer and its Authorized Users a time-limited, revocable, non-exclusive, non-transferable, non-sublicensable license to: (i) access and use the Service as per this Agreement; (ii) utilize Lockchain Content solely in relation to permitted use of the Service; and (iii) access, use, and interact with any Customer-Generated Content, solely for purposes consistent with this Agreement and any applicable laws or regulations.

12.2.1. Customer Licenses. Customer hereby grants Lockchain a non-exclusive, royalty-free, worldwide license to use, copy, store, transmit, modify, create derivative works of, and display the User Data solely to the extent necessary to provide, maintain, and improve the Service under this Agreement. Lockchain may also use User Data in an aggregated and anonymized form for analytical and product enhancement purposes. Lockchain shall not use or disclose User Data for any purpose other than as expressly permitted by this Agreement, and shall implement reasonable security measures to protect such data from unauthorized access, disclosure, alteration, or destruction.

12.3 Data Analytics and Suggestions

Customer grants Lockchain the right to use anonymized User Content and aggregated Resultant Data for analysis, statistical, operational purposes, and future product enhancements. Any Suggestions provided by the Customer or Authorized Users are freely usable by Lockchain, with all rights to such Suggestions irrevocably assigned to Lockchain

12.4 Defense Against Intellectual Property Claims

Subject to the limitations in this Section 12 and 13, Lockchain undertakes to defend or, at its option, settle any claim against the Customer that alleges infringement of third-party intellectual property rights due to use of the Service, subject to conditions listed in this Agreement.

12.5 Reporting and Compliance

Should the Customer face a claim as described in 12.5, Customer must provide prompt written notice to Lockchain, allow Lockchain reasonable access to necessary data, and not make any admissions or settlements without Lockchain’s prior consent.

13. INDEMNIFICATION

13.1 General

The Customer shall indemnify, defend, and hold harmless Lockchain, its licensors, and each of their respective employees, officers, directors, and representatives from and against any and all losses, damages, and expenses, including reasonable attorney fees, arising out of or relating to any third-party claim concerning: (a) the Customer’s or any Authorized Users’ use of the Service; (b) the violation of this Agreement by the Customer, Authorized Users, or Customer Data; or (c) a dispute between the Customer and any Authorized User.

13.2 Intellectual Property

1. In accordance with the constraints outlined in Section 13, Lockchain shall indemnify Customer, along with its employees, officers, and directors, against any claims from third parties asserting that the Service violates or unlawfully utilizes their intellectual property rights.
2. In accordance with the constraints outlined in Section 13, the Customer shall indemnify, defend, and hold harmless Lockchain and its employees, officers, and directors from any third-party claim alleging that the Customer Data infringes or misappropriates such third party’s intellectual property rights.
3. Neither party shall have obligations or liability under this Section 13.2 arising from: (i) the combination of the Service with other products, services, software, data, content, or methods; (ii) any continued use of the Service after either party has been advised to cease such use; or (iii) otherwise any unauthorized or non-compliant use of the Service by the Customer.
4. Lockchain disclaims all other obligations and liabilities for third-party claims of infringement or misappropriation of intellectual property rights

13.3 Process

The obligations under this Section 13 are conditional upon the party seeking indemnification: (a) promptly notifying the other party in writing of the claim; (b) granting the other party sole control over the defense and settlement of the claim; and (c) providing reasonable cooperation, at the indemnifying party’s expense, in the defense and settlement of the claim.

14. WARRANTY AND DISCLAIMERS

14.1 Mutual Representations and Warranties. Each party represents and warrants to the other party that: (a) it is duly organized, validly existing, and in good standing as a corporation or other entity under the Laws of the jurisdiction of its incorporation or other organization; (b) it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant under this Agreement; (c) the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such party; and (d) when executed and delivered by both parties, this Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms.

14.2 Additional Customer Representations and Warranties. Customer warrants that it possesses the required legal rights and permissions for all Customer Data used in relation to the Services. Furthermore, Customer assures that such data, when used by Lockchain in accordance with this Agreement, will neither violate any third-party intellectual property rights nor any applicable laws.

14.3 Lockchain Warranty. Lockchain represents and warrants that the Services will generally conform to the features and functionalities as described, provided they are used as intended and in accordance with this Agreement.

14.4 WAIVER OF WARRANTY

OTHER THAN AS EXPRESSLY PROVIDED FOR HEREIN , THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, LOCKCHAIN AND ITS LICENSORS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. LOCKCHAIN MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE CUSTOMER OR AUTHORIZED USERrS’ USE OF DATA WILL RESULT IN ANY PARTICULAR OUTCOMES OR RESULTS.

15. LIMITATIONS OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LOCKCHAIN SHALL NOT BE LIABLE FOR ANY DECISIONS, FINANCIAL OR OTHERWISE, MADE BY THE CUSTOMER OR ANY AUTHORIZED USER BASED ON DATA PROVIDED BY THE SERVICE. EXCLUDING PAYMENT OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY’S LIABILITY EXCEED THE AMOUNT ACTUALLY PAID BY THE CUSTOMER TO LOCKCHAIN IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY.

16. AUDITS

16.1 Audit Procedure. Lockchain or its nominee (including its accountants and auditors) may, in Lockchain’s sole discretion, inspect and audit Customer’s use of the Services under this Agreement at any time during the Term and for one year following the termination or earlier expiration of this Agreement. All audits will be conducted during regular business hours, and no more frequently than once in any 12-month period, and in a manner that does not unreasonably interfere with Customer’s business operations. Customer shall make available all such books, records, equipment, information, and personnel, and provide all such cooperation and assistance, as may reasonably be requested by or on behalf of Lockchain with respect to such audit. Lockchain shall only examine information directly related to Customer’s use of the Services.

16.2 Cost and Results of Audit. If the audit reveals any material deviation by the Customer from the terms outlined in this Agreement and the corresponding Service Order, Customer shall pay to Lockchain all applicable fees and charges for such deviation, along with interest on such amounts. If the material deviation exceeds a threshold of 10%, Customer shall also be responsible for covering all reasonable costs incurred by Lockchain in conducting the audit. Customer shall make all required payments within 30 days of receiving written notification of the audit results. If the audit finds no material deviation, Lockchain shall reimburse Customer for any reasonable costs incurred in cooperating with the audit within 30 days of written notification of the audit results.

17. AMENDMENTS TO THIS AGREEMENT

Lockchain reserves the right to amend this Agreement, including any accompanying policies, by publishing a revised version on the Lockchain website or notifying the Customer as specified in Section 18.8. However, Lockchain shall provide a minimum of 60 days’ notice for any changes that materially affect the Customer’s rights or obligations. The modified terms shall become effective upon their publication or as otherwise stated in the notification. Continued usage of the Service after the effective date constitutes the Customer’s agreement to be bound by the revised terms. The Customer bears the responsibility for regularly reviewing updates to this Agreement on the Lockchain website.

18. ACCOUNT CREDENTIALS:

Customer hereby undertakes to immediately inform Lockchain in the event Customer becomes aware of any unauthorized access or use of Customer’s account. Further, Customer is obligated to employ reasonable security protocols to safeguard Customer and Authorized Users’ account name, password, and other associated login credentials from unauthorized disclosure or utilization by third parties.

19. SUBCONTRACTORS:

Lockchain may from time to time in its discretion engage third parties to perform Services (each, a “Subcontractor”).

20. MISCELLANEOUS PROVISIONS

20.1 Assignment

The Customer shall not assign this Agreement, in whole or in part, without the prior written consent of Lockchain. Any unauthorized assignment shall be null and void. Lockchain may assign this Agreement without the Customer’s consent under the following circumstances: (a) during a merger, acquisition, or sale of substantially all assets of Lockchain; or (b) to an affiliate or as part of corporate restructuring. This Agreement shall be binding upon permitted successors and assigns.

20.2 Entire Agreement

This Agreement represents the entire understanding between Lockchain and the Customer regarding the subject matter herein, superseding all previous agreements, whether written or oral. No terms submitted by the Customer in any other form shall be binding upon Lockchain unless explicitly agreed to in writing.

20.3 Force Majeure

Neither parties shall be liable for any failure to fulfill their respective obligations due to circumstances beyond their reasonable control, including but not limited to natural disasters, acts of the other party causing delays, or widespread disruptions in services. This mutual exclusion of liability does not extend to payment obligations or any other responsibilities explicitly outlined in this Agreement as non-excludable.

20.4 Governing Law and Arbitration

This Agreement shall be governed by the laws of the State of Delaware, excluding its conflicts of laws principles. Any disputes arising in connection with this Agreement shall be resolved through arbitration in Delaware, in accordance with the Commercial Arbitration Rules of the American Arbitration Association (AAA). The tribunal shall consist of a single arbitrator chosen in accordance with AAA rules, and the language of the arbitration shall be English. Both parties waive the right to a jury trial. The arbitrator’s award shall be final and binding, inclusive of legal fees, arbitration costs, and all related matters. Judgment upon the award may be entered in any court having jurisdiction thereof.

20.5 Compliance with Laws

Both parties shall comply with applicable laws and regulations concerning this Agreement. The Customer is solely responsible for its use of the Service, including compliance with any regulations related to data storage and sharing.

20.6 Relationship of Parties

Both parties operate as independent contractors. This Agreement shall not be construed as creating a partnership, joint venture, or agency relationship between the parties.

20.7 Third-Party Beneficiaries

Except for the indemnification obligations set forth in Section 13, this Agreement creates no rights for any individual or entity not a party to this Agreement.

20.8 Notices

For the purpose of serving Notices, both Lockchain and the Customer shall utilize the address provided during the enrollment or onboarding process, unless otherwise updated in writing by either party. Notices shall be sent via registered mail, certified mail, or other traceable methods, and shall be deemed effective upon confirmed receipt.

20.9 Waiver

Failure by Lockchain to enforce any provision shall not waive its right to enforce said provision at a later time.

20.10 Severability

If any provision is deemed invalid, the remaining provisions shall remain in effect, and the invalid provision shall be construed to fulfill its intended purpose.

20.11 Trademark License

The Customer grants Lockchain the right to use its trademarks for promotional purposes, pending written consent from the Customer, which shall not be unreasonably withheld.

20.12 Third-Party Products and Services

When using Lockchain’s Services, Customer may interact with goods or services provided by third parties. Customer’s engagement with these third-party goods and services is governed by separate agreements between Customer and the respective third-party providers. Lockchain is not responsible or liable for any issues arising from Customer’s use of these third-party goods or services.

20.12 E-Signatures

Both parties agree that electronic signatures are legally binding and may be used to execute this Agreement.

BY CLICKING “I AGREE,” DOWNLOADING, INSTALLING, OR OTHERWISE USING THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AND ITS AFFILIATES TO THIS AGREEMENT. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU ARE PROHIBITED FROM USING THE PLATFORM.

LOCKCHAIN SERVICES ACCEPTABLE USE POLICY

This Acceptable Use Policy (“Policy”) outlines the rules and guidelines governing the use of the Lockchain Services services (“Services”) provided by Lockchain (“We,” “Us,” or “Our”). This Policy is applicable to all Customers, end-users, and entities (“You” or “User”) who access or use the Services. This Policy may be amended at any time, and the latest version will be posted on the Lockchain website (“Website”). By using the Services, you agree to the terms of the latest version of this Policy. Violating this Policy may result in the suspension or termination of your use of the Services.

1. No Illegal, Harmful, or Offensive Use or Content:

You are not permitted to use the Services for illegal, harmful, or offensive activities or to transmit, store, or display content that is illegal, harmful, or offensive. Prohibited activities or content include but are not limited to:

2. No Illegal, Harmful, or Fraudulent Activities:

You are not permitted to engage in activities that are illegal, violate the rights of others, or could harm others, Lockchain operations, or reputation.

3. No Infringing Content:

You are not permitted to share content that violates or infringes upon the intellectual property or proprietary rights of others.

4. No Offensive Content:

You are not permitted to display or disseminate content that is defamatory, obscene, abusive, or invasive of privacy.

5. Age Restrictions:

You must be at least 18 years old to use the Platform. Individuals under the age of 18 are not permitted to use the Platform.

6. No Harmful Content:

You are not permitted to distribute technology that may harm or interfere with any system, program, or data, such as malware, ransomware, or phishing schemes.

7. No Security Violations:

You are not permitted to use the Services to compromise the security or integrity of any network, system, or data.

8. No Unauthorized Access:

You are not permitted to access or use systems without permission, including any forms of hacking or bypassing security measures.

9. No Data Interception:

You are not permitted to monitor data traffic on any network or system without authorization.

10. No Falsification of Origin:

You are not permitted to forge any part of the packet header or any part of the message in an email or a posting.

11. No Network Abuse:

You are not permitted to misuse our Services to manipulate or harm any users, hosts, or networks.

12. No Monitoring or Crawling:

You are not permitted to disrupt systems by monitoring or crawling.

13. No Denial of Service (DoS):

You are not permitted to flood networks with an excessive amount of requests.

14. No Intentional Interference:

You are not permitted to obstruct the functioning of any system, application, or network.

15. No Avoiding System Restrictions:

You are not permitted to circumvent usage or storage limitations.

16. No Data Misuse:

You are not permitted to share the risk data you receive from Lockchain with third parties.

Monitoring and Enforcement:

We reserve the right to investigate any violations of this Policy, remove, disable access to, or modify any content that violates this Policy. We may report any activities that we suspect to be in violation of any applicable laws and may cooperate with law enforcement agencies in any investigation.

Reporting Violations:

If you become aware of any violations of this Policy, you are required to report them to us immediately at support@lockchain.ai.

Audit:

We reserve the right to audit your compliance with this Policy.

By continuing to use the Services, you agree to comply with this Acceptable Use Policy.