General Terms and Conditions – Moralis

These General Terms and Conditions (the “Agreement”) governs the obligations and rights of the Client and Moralis Web3 Technology AB (org.no: 559307-5988), “Moralis”. By accepting these terms and conditions upon a sign up procedure, or in any other way, you hereby confirm that you are authorized to bind the Client through such execution.

1 Services – Right to use

1.1 Subject to the terms and conditions of this Agreement, Moralis hereby grants to the Client a non-transferable, non-exclusive, non-sublicensable limited term world-wide right and licence for the Client to access and use the Services. The “Services” means the at all times current version of the web services, associated software, and other services related thereto provided to the Client by Moralis in accordance with this Agreement. The Services consist of a suite of developer tools, software development kits, hosted databases, and servers for web developers and blockchain developers available on moralis.io. The Client may not transfer, sub-licence or in any other way provide, permit or utilise the Services for use by a third party, e.g. through time-sharing, as a service or otherwise.

1.2 Moralis reserves the right to implement new versions and upgrades of the Services including, but not limited to, changes that effect modifications to the design, operational method, technical specifications, systems, and other functions, etc. of the Services, at any time without prior notice.

1.3 Moralis undertakes, in its sole discretion, to adopt reasonable measures so that the Services are available over the Internet around the clock, seven (7) days a week. Moralis shall be entitled to take measures that affect the aforementioned accessibility where Moralis deems such to be necessary for technical, maintenance, operational, or security reasons. The Client does not have the right to compensation in the event of lack of access as a result of any such measures taken. Nor is Moralis liable for lack of access as a result of interruptions or communication problems on the Internet or other private and public networks, for other accessibility deficiencies outside of Moralis control, or problems with the Client’s own equipment which is used to obtain access to the Services.

1.4 Moralis has the right to amend these General Terms and Conditions. The Client shall be informed of any such amendments through a notification via e-mail or via Moralis’ web site. The Client shall be regarded as having received the notification at the latest one (1) week from the date on which the notification was sent by e-mail or announced on the web site. If the change has an appreciable adverse effect on the Client, the Client has the right to terminate the Agreement within thirty (30) days of the date on which the notification was regarded as having been received in accordance with the above. If the Client does not terminate the Agreement within the period stipulated above, the Client shall be regarded as having accepted the new General Terms and Conditions.

1.5 Moralis shall be entitled to retain subcontractors, including third party software suppliers, for the performance of obligations in accordance with this Agreement. Moralis shall be liable for the subcontractors’ work and services in the same manner as for its own work and services.

2 Client Obligations

2.1 The Client shall always comply with any security and administrative regulations as notified in conjunction with registration, by e-mail, as made available on Moralis’ web site, or in any other manner.

2.2 The Client shall ensure that all details provided regarding the Client’s contact information, billing information and credit card information, where applicable, are correct and undertakes to update such information as soon as possible when changes to such information occurs. 

2.3 The Client shall be responsible for the activities conducted by the Client and shall use the Services in compliance with national laws in conjunction therewith. All applications and other results and the use of such applications and result created by the Client using the Services shall be the sole responsibility of the Client.

2.4 The Client shall be responsible for monitoring applications and other results created or using the Service and shall be liable vis-à-vis Moralis for ensuring that any content and data transferred to, stored in or handled within the Services which is processed by the Client does not infringe any third party rights nor in any other manner violates any applicable governing legislation.  It is the sole responsibility of Client to ensure that any plug-ins or other third party services used and installed in its applications and results created using the Service does not create a breach of this Agreement nor violate any applicable laws and regulations. Any use of a plug-in or any other third party services is at Client’s own risk and responsibility. Client’s use of such third party services is solely governed by Client’s and the third party’s agreement. Moralis has no liability for Client’s use of plug-ins or other third party services.

2.5 The Client undertakes not to use the Services in any manner which may result in the infringement of any third party’s copyright, or which constitutes a dissemination of business secret, or may incite a third party to commit or participate in a crime, or may be understood as constituting a threat, or to use the Services in any other manner incompatible with the purpose intended.

2.6 The Client shall remain liable for all of its users use of the Services, created applications or other results under this Agreement and any third party services, including but not limited to plug-ins. The Client shall indemnify Moralis, its contractors, its licensors and their respective directors, officers, employees and agents for any claim, suit or proceeding brought against Moralis that is related to the performance by the Client, its users, plug-in developers or any third party developers.

2.7The Client is obligated to notify Moralis regarding any suspected breach of these article 2 provisions.

 

3 Fees and Payment Terms

3.1 The Client shall pay compensation for the Services in accordance with the fees set out upon sign up procedure or otherwise agreed.

3.2 All Services provided by Moralis shall be debited to the Client in advance.

3.3 Payment shall be made by the Client against through use of a credit card or through a selected Moralis third party payment provider.

3.4 In the event of early termination of the Services or the Agreement, due to the Client’s breach the Client shall not be entitled to a refund of any prepaid fees.

3.5 All prices and fees are excluding VAT and exclude other additional applicable taxes and charges.

4 Ownership

4.1 Moralis shall hold title to any and all intellectual property rights and technical solutions to the Services or, in the alternative, shall possess a sole right to use the same. Such intellectual property rights and technical solutions may only be used by the Client in the manner stated in this Agreement. Under no circumstances shall the Client or a third party acquire any intellectual property rights to the Services or to the software or technical solutions used in Services, or to any trademark or any other business mark belonging to or used by Moralis. Access to the Services are licensed, not sold.  

4.2 All content and data uploaded to, transferred through, posted, processed or entered into the Services by the Client and/or its users shall remain the sole property of the Client or its respective legal owner. Moralis shall have no liability for such content and data.

4.3 The Client may not in any way modify, decompile, disassemble or reverse engineer the Services except as permitted by law.

5 Client Support

5.1 Moralis provides the Client with support by e-mail (hello@moralis.io) regarding Client’s enquiries in connection with use of the Services. Such support is provided on weekdays (excluding Swedish public holidays) during Moralis’ ordinary office hours and to the reasonable extent decided upon from time to time in detail by Moralis.

5.2 Enquiries and/or error notices must be submitted to Moralis by e-mail in accordance with the contact information available on Moralis’ web site. 

6 Personal Data, Privacy, Disclosure

6.1 In order for the Client to be able to use the Services, the Client must provide certain data to Moralis regarding the Client’s representatives, including but not limited to full name, e-mail address, contact details and type of organisation. Following receipt of such data, Moralis will process the same using automatic data processing in order to enable Moralis to administer and otherwise perform its obligations within the scope of the Services and to ensure that unauthorised persons do not gain access to the Services. Moralis information gathering and dissemination practices are set forth in the Moralis’ Privacy Policy applicable from time to time, which is available on Moralis’ web site.

6.2 In addition, in order for the Client to be able to use the Services, the Client must also allow Moralis to store and retrieve session information on the Client’s representatives’ end terminal equipment, through the use of “cookies”. The purpose of such storage and retrieval of information is to enable the necessary login/logout procedures used in the Services and to ensure that unauthorised persons do not gain access to the Services and to improve the use of the Services. The Client further approves that Moralis is entitled to produce aggregated statistics on and analyzing data related to the Client’s application and the Client’s users use of the same application.

6.3 Client shall when considered to be the data controller, in its use of the Services, process personal data in accordance with the requirements of applicable data protection laws and regulations. Client shall in such event has the sole responsibility for the accuracy, quality, and legality of personal data and the means by which Client acquired personal data.

6.4 If Moralis is considered to be a data processor to Client, Moralis shall fulfil its obligations as a processor in accordance with the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, (General Data Protection Regulation, “GDPR”), and will furthermore accept such assignment based on the instructions, terms and conditions in the data processing agreement (https://moralis.io/dpa) which hereby forms an integrated part of this Agreement.

6.5 The Client agrees that Moralis may use the Client’s name and logo to identify the Client as a client of Moralis.

7 Passwords

7.1 The Client shall ensure that usernames, passwords, and equivalent obtained by the Client in conjunction with registration are stored and used in a secure manner and cannot be accessed and thereby used by third parties. The Client shall be liable for any unauthorised use of the Services. Moralis shall have no liability for any loss or damage arising from the Client’s failure to comply with these requirements.

8 Limited Warranty

8.1 Moralis warrants to the Client that the Services will perform substantially and materially in accordance with how it is presented on its web site, under normal use and circumstances, and for the purpose intended.

8.2 Except for the express warranties set forth above and to the extent permitted by law, Moralis expressly disclaims all other warranties with respect to the Services, whether express or implied, including without limitation, fitness for a particular purpose, accuracy or reliability of results from use of the Services, that the Services will meet specific requirements, that the Services will be uninterrupted, completely secure, free of software errors, or that defects and deficiencies in the Services will be corrected.

9 Limitation of Liability

9.1 Subject to the limitations set forth in this Agreement Moralis shall only be liable for direct damages.

9.2 In the event of major defects that seriously impede the Client’s use of the Services and that are attributable to Moralis, Moralis undertakes to act to rectify such defect without unreasonable delay. In the absence of intent or gross negligence by Moralis, Moralis assumes no responsibility for defects or deficiencies in the Services. Error notification must be given by the Client in accordance with the instructions announced by Moralis and within a reasonable time of the discovery of the defect.

9.3 The Client shall not be entitled to a reduction in payment, or to damages or other sanctions in the event of operational disruption or errors that impede data traffic that are not due to negligence by Moralis.

9.4 Moralis shall defend and indemnify Client from and against any damage, cost and expense (including reasonable attorneys’ fees) finally awarded or agreed in a settlement by Moralis as a result of any claim, suit or proceeding brought against Client based on a claim that the authorized use of the Services furnished by Moralis under this Agreement constitutes an infringement of any third party intellectual property right; provided that Moralis has been notified promptly in writing of such claim, and given authority, information, and assistance to handle the claim or the defence of any suit, proceeding or settlement and that Client has not compromised or settled the claim, suit or proceeding without Moralis prior written consent, and provided further that Moralis shall have no obligations under this section to the extent any claim is based on the combination or use of the Services  with other software, hardware or services not furnished by Moralis or use of the Services in a manner prohibited under this Agreement, in a manner for which it was not designed where the Services would not otherwise itself be infringing.

9.5 In the event that the Services in such suit or proceeding are held to constitute an infringement, or if in Moralis reasonable opinion the Services may constitute such infringement, and/or its further use is enjoined, Moralis shall, at its own expense and at its option, either

(i) procure for Client the right to continue the use of the Services, or

(ii) replace the Services with non-infringing services of materially equivalent function and performance, or

(iii) modify the Services so that it becomes non-infringing without materially detracting from function or performance.

Should none of these measures be technically, commercially or economically reasonable to Moralis, then either party may terminate this Agreement. Upon such termination, Moralis shall refund the amount of fees paid in advance in respect of not yet used Services.

9.6 Moralis liability under this Agreement, including the DPA, shall, under all circumstances be limited to direct losses in an amount corresponding to the agreed fees paid by the Client for the Services during the period of six (6) months immediately prior to the breach of contract that entitles the Client to damages.

10 Force Majeure

10.1 A party is exempt from sanctions for failure to fulfil certain obligations under the Agreement if the failure is due to any circumstance which is outside the party’s control and which the party could not reasonably have foreseen or avoided, such as war, actions by the authorities, new or amended legislation, industrial action, restrictions on trade or currencies, blockade, fire, flood or similar circumstance, as well as defects or delays in deliveries from subcontractors.

10.2 It is incumbent upon the party who wishes to cite grounds for exemption under this section to inform the other Party without delay that such a circumstance has arisen, and when it ceases.

10.3 Irrespective of the provisions on exemption from sanctions in this section, a party has the right, without sanction, to terminate this Agreement with immediate effect in writing to the other party if the fulfilment of a significant obligation under this Agreement is delayed by more than three (3) months.

11 Confidentiality.

11.1 Moralis undertakes not to disclose to any third party, or otherwise make available, information received by Moralis from the Client within the scope of the Agreement. Furthermore, any other information received by a party that in any way relates to the other party, including but not limited to any business, financial, scientific, intellectual property, customer or potential customer related, technical or operational information shall be considered confidential and shall not be disclosed to any third party. The above confidentiality obligations shall not apply to such information as a party can demonstrate became known to that party other than pursuant to this Agreement or which is in the public domain. Nor shall the duty of confidentiality apply where a party is obligated to provide information pursuant to legal provisions, public authority regulations or court orders

12 Term of Agreement and Termination

12.1 The Agreement comes into force on the earliest of (i) when the Client logs-on to the Services for the first time, (ii) when the Client pays the fee for the Services. The Agreement runs thereafter until further notice and is terminated in accordance with 12.2.

12.2 Each Party has the right to give written notice of termination of the Agreement. Such notice of termination must be given no later than ninety (90) days before the party wants the Agreement to expiry.  

12.3 Either party has the right to terminate the Agreement with immediate effect if:

(i) the other party is guilty of material breach of the Agreement and the breach of the Agreement is not fully rectified within thirty (30) days from the date on which the party in breach receives written notice from the other party with a request that corrective action is taken;

(ii) the other party suspends payments, resolves on voluntary or involuntary liquidation, applies for a company reorganisation or bankruptcy or if the party can otherwise be regarded as insolvent.

12.4 On the termination of the Agreement, all parts of the Client’s right to utilise the Services terminates.

12.5 Upon termination of this Agreement for any reason, Moralis shall be entitled to permanently delete and destroy all of the Client’s data and content related thereto.

12.6 Sections 9 and 15 shall survive any termination of this Agreement.

13 Access Restrictions and Early Termination

13.1 Moralis shall be entitled, with immediate effect, to disable the Client’s access to the Services or to  terminate the Agreement at any time in writing where: (a) the Client or its users uses the Services in a manner that entails the perpetration of a crime; (b) the Client uses the Services in a manner that occasions losses or the risk of loss for Moralis or any third party; (c) the Client uses the Services in a manner that violates Moralis security or administrative regulations; (d) it may be reasonably assumed that Client’s use of the Services violates governing law; (e) the Client otherwise fails to comply with the Agreement  and such breach of contract is material.

14 Assignment

14.1 Moralis shall be entitled, in whole or in part, to assign its rights and obligations under the Agreement to a company within the same de jure or de facto group of companies as Moralis or to a purchaser of all or substantially all of its stock or assets without the Client’s prior consent.

15 General Provisions

15.1 If any provision of this Agreement is declared unenforceable for any reason, the remainder of this Agreement will continue in full force and effect, and the unenforceable provision shall be amended to the extent possible and permitted by law to achieve as nearly as possible the same intent and economic effect as the original provision.

15.2 This Agreement and the ensuing relationship between Moralis and the Client shall be construed in accordance with, and governed by, the laws of Sweden. The United Nations Convention on the International Sale of Goods shall have no application to this Agreement

15.3 Disputes arising from the Agreement shall be finally settled through arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (SCC). The Institute’s Rules for Expedited Arbitration shall apply unless SCC, in consideration of the degree of complexity of the case, the value of the matter at issue and other circumstances decides that the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply to the proceedings. In this last named case, SCC shall also determine whether the arbitral tribunal shall consist of one arbitrator or three arbitrators.

15.4 Notwithstanding section 15.3 Moralis may however bring disputes regarding overdue unpaid claims for the Services before Swedish ordinary courts, in the first instance the District Court of Stockholm (Stockholms Tingsrätt).

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Version 1.1, September 2021