Terms and Conditions of Use
Last updated: 19th April 2021.
CB Insights, B.V., organized under the laws of the Netherlands and doing business as Blockdata (“Blockdata” or “we” or “ours” or “us”) owns or controls this and, as applicable, other websites (collectively, “Website”) and the certain information, content, and materials provided therein (“Materials,” and together with Website and any benefits or services purchased via the same or provided without fees, “Services”). Blockdata requires that all visitors, users, members, and/or customers of the Services (“you” or “your) adhere to, and agree to be bound by, the following terms and conditions of use, inclusive of any other policies or provisions incorporated herein (collectively, “Terms”). We reserve the right to modify these Terms at any time without notice, to the extent permitted by law. Except where conflicting with a separately executed Order Form (as defined below), your use, access, and/or participation in the Services constitutes your acceptance and agreement to adhere to and be bound by the Terms. Any applicable ordering document (“Order Form”) which references and incorporates these Terms shall be governed by these Terms and any other provisions set forth therein, and will be made by and between Blockdata and specific entity or individual identified as the member/customer or party thereto.
1. Use of Services.
Except as otherwise permitted herein, you may access our publicly available Services solely for your own personal use or non-commercial purposes. Additionally, unless authorized by Blockdata in writing, you are not permitted to copy, transmit, distribute, reproduce, publicly display, alter, or create derivative works of any of the Services. No rights, title, or interest shall pass to you or your organization through access and/or use of the Services. You agree and acknowledge that you will only use the Services in accordance with applicable laws, will not take any action to render the Services inaccessible to others, and will not take any action which could impact the security of the Services.
2. Username Registration;
Resultant Data. Some of the Services require secure login through a unique username and password (collectively, “User ID”). If you access the Services using secure User IDs, you agree as follows (and, if you are an organization that has purchased access for employees, shall compel your employees to agree) for purposes of initial registration and general User ID security: (i) as part of the registration process, you shall provide truthful registration information to Blockdata; (ii) each user-registration shall be for a single individual only; (iii) you shall only have access to their services under an authorized User ID, which may be subject to an applicable Order Form; and (iv) you will treat the User ID as confidential and not disclose or share such User ID, either directly or indirectly, to any person other than as permitted by Blockdata. For clarity, Blockdata shall not be liable to you or any third person or entity for any loss or damage directly arising from your failure to comply with these security requirements. Blockdata reserves the right to monitor the use of the Services to ensure compliance with these Terms and further to use any utilization or resultant data to maintain and improve the Services (“Resultant Data”).
In connection with your use of the Services, you may not, nor shall you cause or permit any person or organization, to do any of the following:
a. Use the Services in a manner contrary to or in violation of any applicable laws;
b. Log into any password-restricted areas unless Blockdata has provided you with registration access. Additionally, you may not continue to access such areas after your password has expired or terminated.
c. Copy, reproduce, modify, distribute, publicly display, use or disclose the Services, except as expressly permitted in these Terms and/or an applicable Order Form;
d. Sell, license, or commercially distribute the Services to third parties or use as a component of, or as a basis for, any material offered for sale, license, or commercial distribution, including using the Services as source to create and/or maintain any market index, databases, interfaces, mobile platforms, or software programs that you, your organization, or a third party publishes or distributes commercially;
e. Share, recompile, decompile, disassemble, reverse engineer, or make or distribute any other form of, or any derivative work from the Services;
f. Use the Services, directly or indirectly, in any manner that could cause the Services, so used to: (i) be a substitute for the Services by a third party, or (ii) affect Blockdata’s ability to realize revenue in connection with the Services;
g. Post any Submissions (as defined herein) that are defamatory, infringing, unlawful, or otherwise comprised of information that you do not have a right to transmit under any applicable law, contractual obligations, or fiduciary relationships (including but not limited to, confidential information or proprietary information learned from employment or restricted by valid, non-disclosure agreements);
h. Upload, post, or otherwise transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
i. access, use or copy any portion of the Services through the use of bots, spiders, scrapers, web crawlers, indexing agents, or other automated devices or mechanisms; and
j. use the Services to post or transmit any unauthorized or unlawful commercial communication.
For clarity, Blockdata reserves the right, in its sole discretion, to temporarily or permanently block access to the Services for violations of any of the foregoing or any violation of these Terms, at any time without notice and effective immediately.
4. Links to Other Websites.
You acknowledge and agree that you may, through hypertext or other computer links available in the websites or materials, elect to gain access to websites operated by individuals or entities other than Blockdata. Such hyperlinks are the exclusive responsibility of the owners of each such website. You further agree and acknowledge that Blockdata is not responsible for the content or operation of such websites, and that we shall have no liability to you or any other person or entity for your use of third-party websites.
5. Privacy Statement; Data Disclaimer; Content Policy.
Any information you provide to us or that we collect about individuals (whether relating to use of the Services or as relating to information relevant to distributed ledger technology community and/or emerging technology current awareness) is subject to our Private Statement, located at https://blockdata.tech/privacypolicy you acknowledge and agree to the incorporation of our Data Policy and Content Policy.
6. User-Generated Submissions; Subscription Benefits.
Certain portions of the Services may provide user-generated features that permit individuals to upload, submit, store, send, or receive certain information, content, and materials, or to claim, verify, or update your company profile (“Submissions”). As between you and Blockdata, you agree and acknowledge that you are fully responsible for all Submissions provided and ensuring that all Submissions are truthful, accurate, complete, and relevant to the Services. You further represent that you are authorized to provide the Submissions and disclose all portions thereof. For clarity, under no circumstances are we obligated to use, display, publish, or distribute the Submissions. Blockdata may remove Submissions (in whole or in part) or modify with other publicly available information, at any time, with or without notice to you, in our sole discretion. Additionally, in the event you purchase certain subscription benefits via an Order Form (for example, placement in a newsletter or research/content article), Blockdata shall have editorial discretion over such subscription benefits and related marketing activities, except as expressly stated otherwise in the applicable Order Form.
7. License to Blockdata.
Except as otherwise set forth in an applicable Order Form, by uploading or providing any Submission, you grant Blockdata and its parent company, CB Information Services, Inc. (“CBI”) to the fullest extent permitted by law, (and represent and warrant that you and/or your organization have the right to grant) an irrevocable, perpetual, non-exclusive, transferable, fully-paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt, and distribute such Submissions for any of Blockdata’s or CBI’s respective business purposes, and to grant and authorize sublicenses to any of the foregoing.
8. License to You; Linking.
Except as otherwise set forth in an applicable Order Form, Blockdata grants you a limited, non-exclusive, non-transferable, and revocable license to use the Services and engage in authorized linking to the same. You understand and agree that Blockdata and CBI own their respective trademarks, logos and service marks (“Marks”). The Marks may only be used by you to link to the Services for the sole purpose of referencing you or your organization’s profile in the Services. By so linking to the Services, you agree not to misrepresent or misconstrue your relationship with Blockdata or CBI or to provide any intentional misleading information. No linking may be used in a manner that implies or suggests that Blockdata or CBI endorses you or your organization or any of your respective business activities. No linking may be accompanied by content that may be interpreted as libelous, obscene, or criminal, or which infringes or violates any third-party rights. Except for the limited permission in the foregoing, you may not, without our express written authorization, use any of the Marks for any other purpose. In the event Blockdata or CBI request you to remove the linking or Marks, you agree to do so immediately and certify if reasonably requested.
9. Proprietary Materials.
Other than for purposes of providing the Services, Blockdata has no further rights to any of your names, trademarks, and logos, but shall have no obligation to destroy or delete any prior use of the same. Blockdata and CBI shall own all right, title, and interest in their respective names, trademarks, and logos (collectively, “Marks”), as well as the Services and Resultant Data, including any derivatives and improvements thereof. Except as expressly set out in these Terms or an applicable Order Form, no right, title, or license under any of the Services or the Marks is granted to you or implied hereby.
10. Fees; Order Form Termination.
In the event you have purchased Services under an Order Form or other ordering document, you agree to pay Blockdata all fees in accordance with the applicable Order Form. Unless otherwise set forth in an applicable Order Form: (i) fees will be quoted and payable in United States dollars; and (ii) payment obligations are non-cancelable and fees paid are non-refundable unless Blockdata terminates an Order Form for reasons other than violation of these Terms or provisions set forth in an Order Form, in which case any prepaid, unearned fees will be refunded in a prorated amount. For clarity, unless expressly set forth in an applicable Order Form, you and/or your organization (or any entity operating on your behalf) cannot terminate an Order Form for convenience during the subscription period set forth in the applicable Order Form.
11. Reliability of Materials.
Materials provide through the Services are generally derived from selected sources or other such publicly available sources that we believe are accurate and reliable, but we do not guarantee the accuracy or completeness of this information, which is subject to change without notice. Employees involved in the preparation of Materials may hold positions in the companies or assets mentioned in the same. Nothing herein shall constitute or be construed as investment or professional advice, or recommendations by Blockdata of an investment or other strategy.
12. Disclaimer of Warranties.
THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW. BLOCKDATA AND ITS PARENT COMPANY, AFFILIATES, JOINT VENTURERS, BUSINESS PARTNERS, LICENSORS, EMPLOYEES, AGENTS, AND ANY APPLICABLE THIRD-PARTY INFORMATION PROVIDERS (COLLECTIVELY, "BLOCKDATA PARTIES") FURTHER DISCLAIMS ALL WARRANTIES (I) RELATING TO THE ACCURACY, RELIABILITY, CORRECTNESS, OR COMPLETENESS OF THE SERVICES; (II) THAT THE SERVICES WILL BE FREE FROM ERRORS, OMISSIONS, DEFECTS, OR DELAYS IN OPERATION, OR FROM TECHNICAL INACCURACIES OR OTHER ERRORS; (III) THAT THE SERVICES SHALL NOT INFRINGE THE INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS OF ANY THIRD PARTY; (IV) THAT THE SERVICES WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (V) THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION. NONE OF THE BLOCKDATA PARTIES MAKE ANY, AND HEREBY SPECIFICALLY DISCLAIM ALL REPRESENTATIONS, ENDORSEMENTS, GUARANTEES, AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.
13. Limitations On Liability.
YOU AGREE AND ACKNOWLEDGE THAT THE BLOCKDATA PARTIES SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES OR UNDER ANY THEORY OF LAW FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION, BUSINESS FAILURE OR LOSS, DAMAGES FOR LOST PROFITS, WHETHER ARISING OUT OF YOUR USE OF THE WEBSITES OR MATERIALS, WHETHER OR NOT THE BLOCKDATA PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE FURTHER THAT THE BLOCKDATA PARTIES SHALL NOT BE LIABLE FOR ANY DAMAGES INCURRED BY YOU ARISING AS A RESULT OF RELIANCE UPON THE SERVICES OR ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS OR OTHER INACCURACIES IN THE SERVICES. TO THE EXTENT CERTAIN JURISDICTIONS DO NOT ALLOW THE LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE LIABILITY OF THE BLOCKDATA PARTIES IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
Because you are responsible for your use of the Services, you agree to indemnify, defend, and hold the Blockdata Parties harmless from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, consequential, exemplary and indirect damages), and reasonable attorneys’ fees, resulting from or arising out of your use, misuse, or inability to use the Services, or any violation by you of these Terms.
15. Governing Law.
These Terms, and their validity, construction and effect, shall be governed by and construed in accordance with the laws of the State of New York, United States of America, without giving effect to its principles or rules of conflict of laws to the extent such principles or rules are not mandatorily applicable by statute and would require or permit the application of the laws of another jurisdiction, as to all matters, including but not limited to matters of validity, construction, effect, performance and remedies. You consent to the exclusive jurisdiction and venue in the New York state courts located in the County of New York, in the borough of Manhattan and in the federal courts located in the Southern District of New York.
These Terms (as may be revised and amended from time to time) and, to the extent applicable, any Order Form(s), collectively constitute the entire agreement with respect to your access to and use of the Services. Blockdata’s electronically or otherwise properly stored copy of these Terms will be deemed to be the true, complete, valid, authentic, and enforceable copy, and you agree that you will not contest the admissibility or enforceability of our copy of these Terms in connection with any action or proceeding arising out of or relating to these Terms or any applicable Order Form. Any provisions herein that are reasonably inferable to have been intended to survive termination (for example, provisions relating to authorized use, proprietary rights, indemnification, liability) will continue in effect beyond any such termination of access to the Services. Blockdata may, at any time and without notice, assign our rights and duties under these Terms to a third party. You may not assign these Terms without our prior written consent, which may be withheld in our sole discretion. Our waiver of any breach of these Terms will not be a waiver of any preceding or subsequent breach thereof. If any provision of these Terms is held to be invalid or unenforceable, that provision will be stricken and will not affect the validity and enforceability of any remaining provisions.
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