Terms of Service
dfuse Platform Inc. (“dfuse”) is the developer and owner of a proprietary software platform which provides sophisticated and reliable APIs to support developers building applications on the blockchain, as well as unique solutions including (but not limited to) dfuse API™, dfuse Stream™, dfuse Lifecycle™, dfuse Worker™, dfuse Analytics™ and dfuse Search™ (collectively, the “dfuse Platform”), and eosq, a high-precision block explorer and analytics platform (“eosq”). These Terms of Services (“Terms”) define the terms and conditions of service for the use of the dfuse Platform and eosq (collectively the “Services”) by you (“Customer”).
By using the Services in any manner (including by registering for an account), Customer is agreeing to be bound by these Terms. If Customer is using the Services for an organization, Customer is agreeing to the Terms on behalf of that organization.
If, at any time, Customer does not or cannot agree to these Terms, Customer must stop accessing or using the Services.
1. SERVICES AND SUPPORT
1.1. Subject to these Terms, dfuse hereby grants Customer a non-exclusive, non-transferable (except to the extent permitted herein), worldwide license to access and use (and to permit its employees and contractors (each a “User”) to access and use) during the Subscription Period (as defined in Section 5.1 below) the Services and any Software (defined below) included in the Services plan purchased by Customer (the “Purchased Plan”), as contemplated by these Terms. If Customer purchases a custom plan or additional Services through a separate subscription order form, all such Services shall be considered part of the Purchased Plan for the purposes herein. For clarity, a free plan is considered a Purchased Plan.
1.2. dfuse will commence provision of the Services to Customer upon registration, subscription and payment of the applicable Fees, if any, for the Purchased Plan and shall continue such provision through the Subscription Period. As part of the registration process, Customer will identify an administrative user for Customer’s dfuse account.
1.3 Subject to these Terms, dfuse will provide Customer with reasonable technical support services (the “Support Services”) in accordance with the terms set forth in the Purchased Plan. If any implementation services are provided by dfuse to Customer, they shall be included in the definition of Support Services hereunder.
1.4 dfuse will use commercially reasonable efforts to achieve the service levels set forth in the Purchased Plan. “Service Availability” means the number of minutes in a month that the key components of the Service are operational as a percentage of the total number of minutes in such month, excluding Downtime. “Downtime” means the time in a given month when the Services are not accessible to more than 50% of Customer’s Users, or when more than 50% of Customer’s API calls are not reaching the service, excluding downtime or unavailability resulting from: (a) scheduled maintenance, (b) events of Force Majeure (as defined in the Terms), (c) malicious attacks on the Service, (d) issues associated with the Customer’s network or equipment, or (e) inability to deliver the Service because of acts or omissions of Customer. dfuse reserves the right to take the Service offline for scheduled maintenance for which Customer has been provided reasonable notice and dfuse reserves the right to change its maintenance window upon prior notice to Customer. If dfuse does not meet its obligations for Service Availability as set forth in the Purchased Plan, then for each minute of Downtime, the Customer will be eligible for 2 minutes of service credit, up to a cumulative value of 100% of the monthly service billing.
2. RESTRICTIONS AND RESPONSIBILITIES
2.1 Customer will not, directly or indirectly: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, architecture, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (collectively, the “Software”); (b) modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by dfuse); (c) use the Services or any Software or any data obtained by the use thereof to develop any product or service that has functionality similar to the Services or Software or part thereof; (d) use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party, except for the use of the Services or any Software for the purpose of providing a service to third parties of a nature unrelated to that of, and not in competition with, the Services or Software; (e) create any “links” to or “frame” or “mirror” the Service or any portion thereof; (f) sell, rent, lend, transfer, distribute, license, or grant any rights in the Service or Software in any form to any person without the written consent of dfuse; or (g) remove any proprietary notices or labels.
2.2 Further, Customer acknowledges that the Services may be subject to U.S., Canadian and/or international rules that govern the export/import of software. Customer agrees to comply with all applicable international, federal and state laws that apply to the Services as well as end-user, end-use and destination restrictions issued by national governments.
2.3 Customer represents, covenants, and warrants that Customer will use the Services only in accordance with these Terms. Although dfuse has no obligation to monitor Customer’s use of the Services, dfuse may do so and may prohibit or prevent any use of the Services it reasonably believes may be (or alleged to be) in violation of the foregoing. Without limiting the foregoing, any use of the Services by Customer that, in dfuse’s reasonable judgment, imminently threatens the security, stability, integrity or availability of the Services, or otherwise harms dfuse, other customers, or third parties, may result in immediate suspension of the Services, however when reasonably possible dfuse will use commercially reasonable efforts under the circumstances to (a) notify Customer in advance of such suspension, and (b) provide Customer with a reasonable opportunity to correct its usage prior to any such suspension. dfuse will have no liability for any such suspension, whether or not Customer was notified. Unless the Purchased Plan or Customer’s account has been terminated, dfuse will restore Customer’s access to the Services once it verifies that Customer has resolved the condition which was the reason for the suspension.
2.4 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer Account, passwords (including but not limited to administrative and user passwords), API keys, authentication tokens, and files, and for all uses of Customer’s account or the Equipment with or without Customer’s knowledge or consent.
2.5 The Services may rely on or require that Customer access services delivered or performed by third parties independent of dfuse related to the Services, or other online, web-based services or other business application subscription services, that interoperate with the Services (collectively “Third Party Offerings”). Customer acknowledges that dfuse does not have any control over such Third Party Offerings. Customer further acknowledges and agrees that dfuse shall not be liable under these Terms for any delays, rate limits, failures to perform, damages, losses or destruction, or malfunction of any equipment, or any consequence thereof, caused or occasioned by, or due to such Third Party Offerings.
3. ACCOUNT ACTIVATION
3.1 Customer is required to open an account with dfuse (an “Account”) in order to use the Services. During registration, a User will be asked to provide personal information in order to create an Account on behalf of Customer. Customer shall ensure that such account activation information is accurate and complete and that such information remains current throughout the Subscription Period. Customer is fully responsible for all activity that occurs in Customer’s Account, including for any actions taken by its Users. dfuse may approve or reject an application to register for a Service in its sole discretion. If dfuse rejects an application, it is not obliged to provide the Customer with its reasons for doing so. If dfuse approves an application to open an Account, it will notify the Customer by email, online, or by other means, and the Customer will then be able to access and use the Service.
3.2 Customer is responsible for keeping all Account passwords, API keys, and authentication tokens secure. dfuse will not be liable for any loss or damage caused by or arising from a failure by Customer or its Users to maintain the security of the Customer’s Account and password. Customer is also responsible for all activity in the Account and for any Customer Data (as defined in Section 4) uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited on or in connection with Customer’s Account.
4. CONFIDENTIALITY; PROPRIETARY RIGHTS
4.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of dfuse includes non-public information regarding features, functionality, architecture, delivery, and performance of the Software and the Services. Proprietary Information of Customer includes non-public data provided by Customer to dfuse to enable the provision of the Services and identified in writing as such (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law. For the avoidance of doubt, if dfuse and Customer have entered into a distinct non-disclosure or confidentiality agreement, the obligations set out in this Section 3.1 shall be in addition to those set forth in such distinct non-disclosure or confidentiality agreement (“NDA”).
4.2 dfuse shall secure Personal Information with all necessary safeguards appropriate to the level of sensitivity of the Personal Information. dfuse shall only Process Personal Information on behalf of and in accordance with Customer’s documented instructions and applicable privacy and data protection laws for the following purposes: (i) processing in accordance with these Terms; (ii) processing initiated by Customer’s Users or customers in their use of the Services; and (iii) processing to comply with other documented reasonable instructions provided by Customer where such instructions are consistent with these Terms. “Personal Information” means any information relating to an identified or identifiable natural person as defined under applicable privacy or data protection laws.
4.3 Customer shall own all right, title and interest in and to the Customer Data. dfuse shall own and retain all right, title and interest in and to (a) the Services and Software, including all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Support Services, and (c) all intellectual property rights related to any of the foregoing. No rights or licenses are granted except as expressly set forth herein.
4.4 If Customer elects to provide any suggestions, comments, improvements, ideas or other feedback relating to the Services to dfuse (collectively, “Feedback”), Customer acknowledges and agrees that dfuse may incorporate into the Services any such Feedback without any obligation, payment, or restriction based on intellectual property rights or otherwise, excluding any Customer Confidential Information contained in the Feedback.
4.5 Notwithstanding anything to the contrary, dfuse shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services, Software and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and dfuse will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and Software and for other development, diagnostic and corrective purposes in connection with the Services and other dfuse offerings, (ii) disclose such data solely in aggregated or other de-identified form (“Aggregated Data”) in connection with its business, and (iii) use such Aggregated Data, and all modifications thereto and derivatives thereof, to develop new products and services and for any other business purposes.
5. PAYMENT OF FEES
5.1 Customer will pay dfuse the then applicable fees described in the Purchased Plan for the Services and Support Services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the service capacity or usage limits or data quotas set forth on the Subscription Order Form or otherwise requires the payment of additional fees (as required by these Terms), Customer shall be billed for such usage and Customer agrees to pay the additional Fees in the manner provided herein. dfuse reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of any Subscription Period, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that dfuse has billed Customer incorrectly, Customer must contact dfuse no later than 30 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to dfuse’s customer support department.
5.2 The Purchased Plan shall be prepaid by Customer. However, dfuse may choose or accept to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by dfuse thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month (18% per year) on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection, and may result in immediate suspension or termination of Service. Unless Customer provides dfuse with a valid tax exemption certificate or other information as may be required under applicable law with respect to any applicable taxes, Customer will pay dfuse for such taxes of the Services after being invoiced by dfuse. dfuse will remain responsible for all taxes that are applicable to any property or services acquired for use or consumption by dfuse in relation to the provision of the Services. For the avoidance of doubt, dfuse’s fees and expenses as set forth in these Terms are exclusive of applicable taxes payable by Customer.
6. TERM AND TERMINATION
6.1 Subject to earlier termination as provided below, these Terms will remain in force for the period specified in the Purchased Plan or in a subscription order form, and shall be automatically renewed for additional periods of the same duration as such initial period (collectively, the “Subscription Period”), unless either party requests termination in writing at least five (5) days prior to the end of the then-current Subscription Period.
6.2 dfuse may terminate or suspend the Services immediately without prior notice if it believes, in its sole discretion, that (a) Customer owes any unpaid amounts for the use of the Services; (b) Customer is in breach of any obligations, undertakings, representations, or warranties or is otherwise in default under these Terms; (c) Customer usage of the Services is fraudulent, illegal or negatively impacting the operating capability of the Services; (d) providing the Services is prohibited by law, or it has become impractical or unfeasible for any legal or regulatory reason to provide the Services; or (e) subject to applicable law, upon Customer liquidation, commencement of dissolution proceedings, disposal of its assets or change of control, a failure to continue business, assignment for the benefit of creditors, or if Customer becomes the subject of bankruptcy or similar proceeding.
6.3 Customer will pay in full for the Services up to and including the last day on which the Services are provided. All sections of these Terms which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
7. WARRANTY AND DISCLAIMER
dfuse shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Support Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by dfuse or by third-party providers, or because of other causes beyond dfuse’s reasonable control, but dfuse shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, DFUSE DOES NOT WARRANT THAT THE SERVICES (INCLUDING SUPPORT SERVICES AND IMPLEMENTATION SERVICES) WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, SUPPORT SERVICES AND IMPLEMENTATION SERVICES. DFUSE DOES NOT EXPRESS AN OPINION ON NOR MAKE ANY WARRANTIES REGARDING THE FUTURE OR EXPECTED VALUE OF ANY CRYPTOCURRENCY. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND SUPPORT SERVICES ARE PROVIDED “AS IS” AND DFUSE DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NO REPRESENTATION OR STATEMENT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE OF THE SERVICES AND THE SUPPORT SERVICES NOT CONTAINED IN THESE TERMS SHALL BE DEEMED TO BE A WARRANTY BY DFUSE. DFUSE MAKES NO WARRANTY OF ANY KIND WITH RESPECT TO ANY THIRD-PARTY SOFTWARE USED BY CUSTOMER IN CONNECTION WITH THE DFUSE SERVICES.
8. CUSTOMER INDEMNITY
Customer shall defend, indemnify and hold dfuse harmless against any loss, damage or costs (including reasonable legal fees) incurred in connection with any claims, demands, suits, or proceedings made or brought against dfuse by a third party (a) alleging that the Customer Data or Customer’s use of the Service in violation of this Agreement, infringes the intellectual property rights of, or has otherwise harmed, a third party; (b) based on a breach of any applicable privacy or data protection laws or a breach of these Terms; or (c) caused by any negligent act or omission of Customer or its employees, contractors or agents (each a “Customer Indemnified Claim”); provided, that dfuse (i) promptly gives written notice of the Customer Indemnified Claim to Customer; (ii) gives Customer sole control of the defense and settlement of the Customer Indemnified Claim (provided that Customer may not settle or defend any Customer Indemnified Claim unless it unconditionally releases Company of all liability); and (iii) provides to Customer, at Customer’s cost, all reasonable assistance and information.
9. INTELLECTUAL PROPERTY INFRINGEMENT INDEMNITY
dfuse shall hold Customer harmless from liability to third parties resulting from infringement by the Services of any patent or any copyright or misappropriation of any trade secret, provided dfuse is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement. dfuse will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Services (i) not supplied by dfuse, including Third Party Offerings, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery to Customer, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Service is not strictly in accordance with these Terms. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by dfuse to be infringing, dfuse may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate the Services, the Purchased Plan and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Service.
10. LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, DFUSE AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL SUPPLIERS OF THIRD PARTY OFFERINGS AND EQUIPMENT), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS OR PROFITS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, LIQUIDATED, CONSEQUENTIAL OR COVER DAMAGES OF ANY KIND OR NATURE WHATSOEVER; (C) FOR ANY MATTER BEYOND DFUSE’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED IN THE AGGREGATE THE FEES PAID BY CUSTOMER TO DFUSE FOR THE SERVICES IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT DFUSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11. PUBLICITY AND REFERENCES
Customer hereby grants to dfuse the express right to use in all channels, including online, Customer’s company name and logo in marketing, sales, financial, and public relations materials and other communications solely to identify Customer as a dfuse customer. Other than as expressly stated herein, neither party shall use the other party’s marks, codes, drawings or specifications without the prior written permission of the other party.Customer agrees to reasonably cooperate with dfuse to serve as a reference account upon request.
dfuse may revise these Terms and its Services plans from time to time and will always post the most current version on its website. If a revision meaningfully reduces Customer’s rights, dfuse will notify Customer (by, for example, sending a message to the email address associated with the account, or posting on dfuse’s blog or on dfuse’s website). Customer agrees to review the Terms from time to time and, in any case, each time dfuse notifies Customer of changes thereto. By continuing to use or access the Services after the revisions come into effect, Customer will agree to be bound by the revised Terms.
If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. These Terms and the Purchased Plan are not assignable, transferable or sublicensable by Customer except with dfuse’s prior written consent. dfuse may transfer and assign any of its rights and obligations under these Terms without consent. These Terms, together with the NDA, the plan description for the Purchased Plan and the order subscription form, is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of these Terms and Customer does not have any authority of any kind to bind dfuse in any respect whatsoever. All notices under these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. These Terms shall be governed by the laws of the province of Quebec and the federal laws of Canada applicable therein, without regard to its conflict of laws provisions, and any dispute or conflict arising out or relating to these Terms or the Services shall be submitted to the exclusive jurisdiction of the courts of the Judicial District of Montreal (Quebec, Canada). The application of the United Nations Convention on Contracts for the International Sale of Goods to these Terms is expressly excluded and does not apply to these Terms.
Force Majeure. Neither dfuse nor Customer shall be deemed to be in default of any provision of these Terms (other than Customer’s obligation to pay amounts due to dfuse hereunder) for any failure in performance resulting from acts or events beyond its reasonable control, including acts of God, acts of civil or military authority, civil disturbance, strikes, fires or other catastrophes.
If you have any customer service inquiries, concerns, questions or complaints regarding this Agreement, please contact dfuse through the online form and write “Terms of Service” in the issue line.
300-481 Ave Viger W Montreal, QC H2Z 1G6 Canada