The Block Pro General Terms and Conditions
These General Terms and Conditions (the “General Terms and Conditions”) shall govern the provision of Services by Block Bond Holdings, Inc., a Delaware corporation (“The Block”) to the entity or person identified on the Order Form as the purchaser (“Customer”). The Block and Customer may be referred herein individually as a “Party” and collectively as the “Parties”. All capitalized terms used but not defined herein shall have the respective meanings ascribed to them under the Order Form. The Order Form and these General Terms and Conditions are collectively referred to as the “Agreement”. Customer’s affiliates may enter into separate Order Forms and / or SOWs with The Block for the Services hereunder, provided that Customer shall remain jointly and severally liable for such affiliate’s obligations under the Agreement.
- SCOPE OF AGREEMENT
- Access to the Services and Content. Subject to the terms and conditions of the Agreement, during the Term, The Block will make available, and Customer may access and use, the Services and the content (together with the Services, “Content”) made available by The Block on the platform identified in one or more Order Forms executed by The Block and Customer (the “Platform”). For the purposes of this Agreement, Content also means any information Customer receives from The Block’s analysts, regardless of how that information is communicated to Customer.
- Allowed Usage. The Services and Content may only be used for the following purposes: (i) for Customer’s internal business operations such that a Designated User (defined below) may view, download, and manipulate the Content for Customer’s internal business operations; (ii) to incorporate Content into presentations and reports (Customer’s “Work Product”) so long as (A) the quantity of Content incorporated into the Work Product has no independent commercial value and is not separately marketable by The Block, (B) the Work Product is not issued on behalf of a third party, (C) the Work Product is not published to more than 500 individuals without the prior written consent of The Block, which consent will not be unreasonably withheld, (D) the incorporated Content is not disclosed with the intent of supplanting (or actually supplants) the provision of products and services by The Block, and (E) contains the following source attribution: Source: The Block Pro. The Block retains sole ownership over any Content incorporated into the Work Product. Except as explicitly allowed in herein or the terms of an applicable Order Form, Customer may not transfer, sell, rent, distribute, display, or otherwise disclose any portion of the Services or Content to anyone and The Block does not give Customer or its Designated Users the right to distribute Licensed Content to users who do not have a unique login and are not a Designated User.
- Prohibited Usage.
- Customer agrees not to use the Content in furtherance of a Competitive Product. A “Competitive Product” is a product or service that provides customers with Content that is substantially similar to Content marketed and licensed by The Block as of the Effective Date.
- Customer may not use or attempt to use any deep-link, scraper, robot, bot, spider, data mining, computer code or any other device, program, tool, algorithm, process or methodology to systematically access, acquire, copy, or monitor any portion of the Content or the Platform. Additionally, Customer may not modify, decompile, decrypt, disassemble or reverse engineer any portion of the Services or the Platform. Further, Customer will not use the Content in conjunction with any machine learning, neural network, deep learning, predictive analytics or other artificial intelligence computer or software program. If Customer collects Content from the Platform in violation of this Section, Customer agrees to promptly, upon receipt of notice and invoice, delete such Content and pay 150% of the then-current pricing for such Content.
- Customer may not violate the security of the Platform or any application related thereto or attempt to gain unauthorized access to the Services, Content, or The Block’s computer systems. Designated Users may not share their password or other login credentials to the Services.
- Customer may not use the Services or Content in any manner that is unlawful or that harms The Block. Additionally, Customer may not use the Services or Content in any way that is fraudulent, false, or deceptive.
- Customer may not remove any proprietary notices from any content that is part of the Services (including without limitation, from any Content therein).
- Ownership. Customer owns all right, title and interest, including all intellectual property rights, in and to Customer’s Work Product, but excluding the Content. The Block does not claim an ownership interest in derivations of Content that a Designated User creates through authorized use of the Services if such derived work is sufficiently transformed so that any Content on which it is based or that forms one or more inputs into it cannot be readily understood, reverse engineered, disassembled or decompiled. The Block owns and retains all right, title and interest, including all intellectual property rights, in and to the Services (including, without limitation, all Content). As between the Parties, each Party retains ownership in and to its Confidential Information (defined below). All rights not specifically granted to Customer in the Agreement are retained by The Block.
- Third Party Materials. Customer acknowledges that the Content may link to, interface and integrate with third party software applications, websites, data, content, or materials that are not operated or controlled by The Block (“Third-Party Materials”). As between Customer and The Block, all Third Party Materials shall be owned by, and remain owned by, the applicable third party providers. Customer hereby acknowledges and agrees that The Block is not responsible for the content or practices of the Third-Party Materials providers. Any links to or content from Third-Party Materials in the Content are provided for Customer’s convenience only.
- Feedback. Notwithstanding any provision in the Services Agreement to the contrary except for the confidentiality obligations of The Block, The Block may use, develop and implement any information, suggestions, comments or other feedback provided by Customer or any of its Designated Users or representatives (collectively, “Feedback”) in connection with the development, operation, marketing and sale of the Services, in its discretion and with no compensation to any person providing Feedback. The Block shall own all right, title, and interest in and to all Feedback (including all intellectual property rights therein).
- Changes to Services. The Block reserves the right at any time to alter, change, modify, or remove any features, functionality, and other characteristics of the Services; provided, however, that in the event that any such alterations, changes, modifications, or removals materially diminish the overall features or functionality of the Services, Customer shall have the right to terminate the Agreement pursuant to the termination provisions herein.
- CONFIDENTIAL INFORMATION AND DATA
- “Confidential Information” means all non-public, confidential, and/or proprietary information of a Party (as a “Disclosing Party”) disclosed to the other Party (as a “Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including, without limitation, the terms and conditions of the Agreement (including pricing and other terms reflected in any Order Form), business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party. Receiving Party agrees to (a) protect the Confidential Information of the Disclosing Party in the same manner that it protects its own proprietary and confidential information of like kind (but in no event using less than reasonable care); (b) except as set forth in the Agreement, not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under the Agreement; and (c) not disclose any such Confidential Information to any person or entity, except to the Receiving Party's personnel, representatives, or subcontractors who need to know the Confidential Information to assist the Receiving Party to exercise its rights or perform its obligations under the Agreement, and are bound by confidentiality obligations at least as restrictive as this Section 2.1. Each Party's obligations with respect to Confidential Information under this Section 2.1 are effective during the Term and for a period of one (1) year thereafter; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of protection and non-disclosure will survive the termination or expiration of the Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (1) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (2) to establish a Party's rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement (or upon request of the Disclosing Party), the Receiving Party shall promptly return to the Disclosing Party all copies, whether in written, electronic, or other form or media, of the Disclosing Party's Confidential Information, or destroy all such copies (if directed by Disclosing Party), and certify in writing to the Disclosing Party that such Confidential Information has been returned or destroyed.
- Customer Data. The Block does not claim ownership of Customer Data. “Customer Data” means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or a Designated User through the Services (but excluding Analytics (defined below and Feedback). Customer shall be responsible for all changes to and/or deletions of Customer Data and the security of all passwords and other access protocols required in order to access the Services. Customer will be solely responsible for the accuracy and completeness of the Customer Data. Notwithstanding any other provision of the Agreement, Customer acknowledges and agrees that The Block’s obligation to maintain any Customer Data obtained in the course of performance of the Services shall not extend beyond the Term of the Agreement. Customer represents, warrants, and covenants that: (i) it has (and will have) Processed (defined below), collected and disclosed all Customer Data in compliance with applicable law and provided any notice and obtained all consents and rights required by applicable law to enable The Block to lawfully Process Customer Data as permitted by the Agreement; (ii) it has full right and authority to make the Customer Data available to The Block under the Agreement; and (iii) The Block’s Processing of the Customer Data in accordance with the Agreement will not infringe upon or violate any applicable law or any rights of any third party. “Process” (including any grammatically inflected forms thereof) means any operation or set of operations which is performed on data or on sets of data, whether or not by automated means, including without limitation collection, recording, organization, structuring, storage, adaptation or alteration, access, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
- Personal Data. For the sole purpose of providing access to the Services, Customer will provide The Block with the names and company email addresses of Designated Users (“Personal Data”). Such Personal Data may be subject to “Data Protection Laws” which means, as applicable, any and/or all applicable domestic and foreign laws, rules, directives and regulations pertaining to data privacy. Customer acknowledges and agrees that The Block may use affiliates or third-party sub-processers who will be permitted to obtain Personal Data only to deliver the Services subject to a written agreement with each sub-processor that includes data protection obligations no less protective than those contained herein.
- Usage Data. Notwithstanding any other provision in the Agreement to the contrary, The Block may collect, analyze, and anonymize data, statistics or other information relating to the Customer obtained through the provision, use, and performance of the Services (collectively, “Analytics”), and aggregate such Analytics with data, statistics or other information obtained from other sources, and may use such Analytics for lawful business purposes, including improvement of the Services; as long as in doing so, The Block does not identify (i) the Customer, or (ii) a Designated User. The Block owns (and shall retain) all right, title and interest in and to all Analytics (including all intellectual property rights therein), and no compensation will be paid by The Block to Customer or person or entity with respect to its use of Analytics.
- Termination for Cause. A Party may terminate the Agreement for cause upon written notice to the other Party (i) if the other Party materially breaches the Agreement (including but not limited to failure to pay the Fees, and such breach: (a) is incapable of cure; or (b) being capable of cure, remains uncured 30 days after the non-breaching Party provides the breaching Party with written notice of such breach; or (ii) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors (and not dismissed within sixty (60) days thereafter).
- Discontinuance of Business; Regulatory Changes. The Block shall have the right to terminate the Agreement upon thirty (30) days’ written notice to Customer if: (i) The Block determines to cease to operate its Services in the normal course of business; (ii) The Block becomes aware of the final adoption of any legislation or regulation or the issuance of any interpretation that in The Block’s reasonable judgment materially impairs The Block’s ability to perform the Agreement in accordance with applicable law; or (iii) any litigation or regulatory proceeding is commenced and The Block reasonably believes that such litigation or proceeding would have a material adverse effect upon the ability of The Block to perform under the Agreement.
- Effect of Termination. Upon any expiration or termination of the Agreement, Customer shall immediately cease use of the Services, and all rights and licenses granted by The Block to access the Services will immediately terminate. Customer will maintain the right to continue to use any materials downloaded or generated from the Services during the term of the Agreement. No expiration or termination will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination; provided that Customer is entitled to a pro-rata refund from the effective date of termination of any prepaid fees in the event that the Agreement is terminated (i) by Customer pursuant to Section 3.1 (Termination for Cause); or (ii) by The Block pursuant to Sections 3.2 (Discontinuance of Business; Regulatory Changes), or Force Majeure pursuant to Section 7.5.
- Survivability. Sections 1, 2, 3.3, this Section 3.4, 5, 6, 7.2, 7.3, 7.4, 7.7 and any other right or obligation of the Parties in Agreement that, by its nature will survive any expiration or termination of the Agreement.
- CUSTOMER’S DUTIES AND RESTRICTIONS
- Login and Password. The Block shall assign unique initial login credentials for Customer’s designated end users and administrators to access the Services (collectively, the “Designated Users”). Each Designated User must be Customer’s employee, agent or officer and, in each case, under Customer’s control. Only Designated Users may access and use the Services and logins may not be shared. Customer is solely responsible for maintaining the confidentiality of the accounts and related passwords of Customer’s Designated Users and all use of such accounts. Customer shall be solely responsible for all use of the Services under Customer’s account, including by Customer’s Designated Users. The Block retains the right to temporarily disable Customer’s access if The Block suspects account sharing or violation of the terms of Section 1.
- Payment and Taxes. Customer will pay to The Block all fees, charges, costs and expenses (collectively, the “Fees”) set forth in the Agreement. Customer shall make all payments in US Dollars. Except as expressly otherwise set forth in the Agreement, Customer’s payment obligations are non-cancellable and any and all Fees paid are non-refundable. The Fees do not include, and Customer shall be responsible for paying all, local, state, federal or foreign sales, use, excise, VAT or other taxes, levies, duties or tariffs of any nature (collectively, “Taxes”) that may be due relating to the Customer’s purchase of the Services. If any such Taxes arise, Customer will pay upon invoice all Taxes, unless Customer provides The Block with a valid tax exemption certificate or other documentary proof, issued by an appropriate taxing authority. If Customer fails to make any payment when due, then, in addition to all other remedies that may be available, if such failure continues for ten (10) days following written notice thereof, The Block may (a) suspend or disable Customer’s access to the applicable Service until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to Customer (or extension to any Term) or any other person or entity by reason of such suspension; and/or (b) terminate the Agreement.
- REPRESENTATIONS AND WARRANTIES, DISCLAIMERS AND
- Representations. Each Party represents and warrants to the other that it has the legal power to enter into the Agreement and any applicable Order Form.
- Warranty Disclaimer. The Services, Content, and the Platform on which the Services and Content are made available are provided on an “As-Is” and “As Available” basis. Except as expressly stated in this Agreement, there are no representations or warranties about the nature or quality of the Services, Content, or the Platform. The Block has not and cannot make any guarantee that the Content is an accurate reflection of real-world facts.
- No Investment Advice. Customer, on behalf of itself, its affiliates and the designated users hereby acknowledges and agrees that (i) The Block is not an investment adviser, broker, or fiduciary, and is not providing any investment advice or recommendations, nor any brokerage or execution services, to customer, either through the Services, Content, or otherwise, and (ii) The Block will not have any responsibility for or involvement in Customer’s investment decisions or the execution thereof, nor for any outcome of such decisions or the execution thereof. Customer will be solely responsible for any judgments as to the valuation, hedging, or purchase or sale of its portfolios or any securities and other related financial instruments in which it transacts. Accordingly, The Block and its affiliates will not be responsible nor have any liability for any investment or business conclusions, decisions, or actions of customer, whether or not based to any extent on the Services, Content, including any data, analyses or recommendations contained therein. Any decisions Customer makes on the basis of the Services, or any Content are made solely at its own risk. The Block has no responsibility or liability arising from such decisions.
- Disclaimer of Specific Warranties. The Block makes no warranty, express or implied, as to the accuracy of the Content, the results that may be obtained as a result of using the Services, Content or the Platform by which The Block makes the Services and Content available, and The Block expressly disclaims any condition of quality and implied warranties of title, non-infringement, accuracy, merchantability, or fitness for a particular purpose. The Block also disclaims any warranties arising through course of dealing or usage of trade. Customer represents that it has not relied upon any warranty or representation made by The Block except as specifically stated in the Agreement. The Block provides access to certain data through its Services to the extent it is provided by third party sources, (including, without limitation, third party materials) (collectively “third party data”) and The Block does not maintain or control such third-party data providers and accordingly is not responsible for the availability, completeness, timeliness, factual accuracy, or non-infringement of such third party data, which is provided “as is” and “as available.”
- Limitation of Damages; Limitation of Liability. Except as expressly agreed otherwise in the Agreement, (A) the Content is provided “as-is” and “as available,” and (B) The Block will not be liable for any damages incurred by Customer that result from Customer’s use of the Content. Except for (A) indemnification obligations under the Agreement and (B) Customer’s willful misconduct or gross negligence, under no circumstances will either party be liable for any indirect, incidental, special punitive, exemplary, or consequential damages with respect to this Agreement. This categorical limitation on damages applies even if such damages could have been foreseen or prevented. Except for (A) indemnification obligations under the Agreement and (B) Customer’s willful misconduct or gross negligence, under no circumstances will either party be liable to the other party in excess of the amount of Fees actually paid by Customer to The Block under the Agreement within the 12 months preceding the liability-causing events.
- Prohibition of Claim. Customer specifically acknowledges and agrees that any cause of action arising out of the Agreement or relating to the Services or Content brought by customer must be commenced within one (1) year after the cause of action accrues, otherwise such cause of action shall be permanently barred.
- Each Party (as “Indemnifying Party”) shall indemnify, defend, and hold harmless the other party (the “Indemnified Party”) and its affiliates, officers, directors, employees, agents, sublicensees, successors, and assigns (each, an "affiliate") from and against all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, fees, costs, or expenses of whatever kind, including attorneys' fees, (collectively, "Losses") arising out of or in connection with any third-party claim, suit, action, or proceeding ("Third-Party Claim") relating to any actual or alleged: (a) breach by the Indemnifying Party of any representation, warranty, covenant, or obligation under this Agreement, or (b) infringement or other violation of any intellectual property or other personal or proprietary rights of any person or entity by Indemnifying Party resulting from the use of the Services by the Indemnified Party or any of its affiliates or sublicensees in accordance with this Agreement. This does not include any infringement claims against the Indemnified Party based on the Indemnified Party’s continuing infringing activity after being given actual notice thereof or its continuing use of any version after being provided modifications by Licensor that would have avoided the alleged infringement; or any intellectual property right in which the Indemnified Party or any of its affiliates has an interest. Neither party will have any liability or obligation with respect to any Claim to the extent caused by: (i) the other party’s use of the Services that is not in accordance with this Agreement or not reasonably foreseeable by the Indemnifying Party; or (ii) the combination, operation or use of the Services with other applications, portions of applications, products or services where the Services would not by itself be infringing.
- Conditions. As a condition of the obligations set forth in this Section, an Indemnified Party will: (a) provide prompt written notice of the applicable Claim to the Indemnifying Party; (b) provide the Indemnifying Party with sole control of the applicable defense and settlement; and (c) cooperate as requested by the Indemnifying Party, at the Indemnifying Party’s expense. The Indemnifying Party will not agree to any settlement that admits fault or obligates the Indemnified Party to pay damages without the consent of the Indemnified Party, which consent shall not be unreasonably withheld.
- Relationship of the Parties. The Parties are independent contractors. The Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties.
- Publicity. Unless otherwise specified in the Order Form, the Parties shall have the right to identify the other Party, by name and / or logo, as a customer or service provider for marketing purposes.
- Notices. All notices shall be in writing and
shall be deemed to have been given upon: (i) personal delivery;
(ii) the second business day after mailing; or (iii) the second
business day after sending by email (provided that such email
has not been returned as undelivered, or that sender does not
receives an automatic response or other indication that the
email account is not being monitored).
Notice to The Block:
Attention: Block Bond Holdings, Inc.
Address: 769 Broadway #1198, New York, NY 10003
Email: [email protected]
- Waiver and Cumulative Remedies. No failure or delay by either Party in exercising any right under the Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a Party at law or in equity.
- Force Majeure. Except with regard to payments due to The Block, neither Party will be liable for any delays or failures in performance due to circumstances beyond its reasonable control. In the event any such delay continues for a period of sixty (60) or more days, then either Party may terminate the Agreement upon ten (10) business days’ prior written notice, provided Customer shall remain responsible for payments due to The Block prior to termination.
- Amendment; Assignment. The Block reserves the right to amend, remove, or add to the General Terms and Conditions at any time. Such modifications shall be effective immediately. Accordingly, please continue to review the General Terms and Conditions whenever accessing, linking to, or using the Services. Your access, link to, or use of the Services will constitute your acceptance of the General Terms and Conditions, as modified. If, at any time, you do not wish to accept the General Terms and Conditions, you may not access, link to, or use the Services. The Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns and designees; provided, however, neither Party shall have the right to transfer, assign or delegate its rights or obligations under the Agreement or any portion thereof without the prior written consent of the other Party not to be unreasonably withheld; provided that either Party may assign or transfer the Agreement to an affiliate or to a parent or successor person or entity in the event of a merger, acquisition, or reorganization or a sale of substantially all of a Party’s business relating to the Agreement.
- Governing Law; Arbitration. The Agreement (including all Order Forms and / or SOWs) is governed by and construed in accordance with the laws of the State of New York without giving effect to any choice or conflict of law provision or rule. With respect to any disputes or claims not subject to arbitration, the Parties agree to submit to the personal jurisdiction of the state and federal courts located in New York County in the State of New York with respect to any legal proceedings that may arise in connection with the Services or from a dispute as to the interpretation or breach of the Agreement.
- Entire Agreement. The Agreement, including applicable Order Forms and / or SOWs, Schedules and Exhibits hereto constitute the entire Agreement between the Parties and supersede all prior and contemporaneous undertakings and agreements between the Parties, whether written or oral, with respect to the Services.
- Counterparts; Severability. The Agreement (including applicable Order Forms and / or SOWs) may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of the Agreement (including the applicable Order Form and / or SOWs) delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of the Agreement. If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Agreement shall remain in effect.