Terms of Service

1. Definitions

1.1 “Account” means a unique account created for Subscriber to access the Subscription Services. Subscriber may grant access to the Account to its Affiliates, Clients, employees, contractors, and agents in accordance with Section 3.2.

1.2 “Add-On Services” means additional services that may be added to the Subscription Services.

1.3 “Affiliate” means an entity that controls, is controlled by, or is under common control with a party, where “control” means ownership of 50% or more of the voting securities or equivalent interest. Affiliates of Subscriber may use the Services under Subscriber’s Account as provided in this Agreement.

1.4 “Client” means any customer, end-user, or third party for whom Subscriber is providing products or services that incorporate, rely on, or are supported by the Services or data obtained through the Services.

1.5 “Commercial Research Data” means any information about the business of the Subscriber, including, but not limited to, the estimated number of customers or audience, data disclosures, and intended use of the data obtained under this Agreement.

1.6 “Dedicated” means subscribers that are not running on public Bitquery but dedicated servers in a data warehouse facility that is paid by subscriber.

1.7 “Early Access Blockchains” (“EAB”) means blockchains provided under the EAP.

1.8 “Early Access Program” (“EAP”) means a program offered by Bitquery to its users for evaluation of unreleased functionality and features.

1.9 “Professional Services” means time-and-materials services provided to Subscriber, such as consulting services, on-boarding support, etc.

1.10 “Public Bitquery” means bitquery.io that serves free or trial visitors-subscribers.

1.11 “Scope Limitations” means the volume, rate, credit, concurrency, user-count, or other usage limits specified in an applicable Service Order. Each individual with unique credentials counts as one user. Scope Limitations control how much of the Services Subscriber may use and how many individual users are permitted. They do not otherwise restrict which of Subscriber’s Affiliates, Clients, employees, contractors, or agents may be granted their own credentials under Subscriber’s Account, provided such use complies with this Agreement.

1.12 “Services” means, collectively, Subscription Services, Add-On Services and Professional Services.

1.13 “Service Order” means a document setting out the specific details of one or more specific Services to be provided to the Subscriber, which is agreed upon and signed by both parties.

1.14 “Sites” means https://bitquery.io.

1.15 “Subscription Services” mean the subscription services provided by Bitquery to Subscriber, as identified in one or more Service Orders. The Subscription Services include the use of web-based applications, Mobile Applications (if applicable), technical support within one business day via electronic means, on-time bug fixes, and documentation such as user manuals and online help files and online groups.

1.16 “Subscription Term” means the subscription term set forth in the applicable Service Order for the Services.

1.17 “Target Functionality” means the API's accessibility and full function (uptime) during ninety-nine percent (99%) of each calendar month, assessed by calculating the uptime on an hourly basis.

2. Service Orders

Once executed by both parties, each Service Order will be a unique agreement that incorporates the terms of this Agreement and stands alone with respect to all other Service Orders. If there is a conflict between the terms of this Agreement and the terms of a Service Order, the terms of this Agreement will control unless the Service Order states that a specific provision of this Agreement will be superseded by a specific provision of the Service Order. Bitquery will provide, and Subscriber will pay for, all Services set out in each Service Order, subject to the terms of the Service Order and this Agreement.

3. Use of the Services

3.1 Use of the Services. Subject to the terms of this Agreement and any applicable Service Order, Bitquery grants Subscriber a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services during the term of each Service Order.

Under this license, Subscriber may use the Services and any data or results obtained through the Services for any lawful commercial or non-commercial purpose, including:

• its own internal business operations;
• use by its Affiliates;
• use on behalf of its Clients; and
• inclusion in Subscriber’s own products, services, reports, or applications,

provided that such use complies with Section 3.3 and any Scope Limitations.

Subscriber may allow its employees, contractors, agents, Affiliates, and Clients to access the Services only through unique individual credentials issued under Subscriber’s Account, as set out in Section 3.2. Subscriber remains responsible for all use under its Account.

Except for the limited license expressly granted in this Section 3.1, Bitquery and its licensors retain all right, title, and interest in and to the Services.

3.2 Access and Users. Subscriber is responsible for managing access to its Account and for all activity that occurs under its Account.

Each person who accesses the Services (including employees, contractors, agents, Affiliate personnel, and Client personnel) must be issued their own unique credentials. Credentials may not be shared by more than one person.

Subscriber may grant access to:

• its employees, contractors, and agents;
• its Affiliates; and
• its Clients (or their personnel),

provided that every individual receives their own credentials, all such access is for purposes allowed under Section 3.1, and Subscriber remains fully responsible for their compliance with this Agreement.

If a Service Order sets a limit on the number of users, each person with their own credentials counts toward that limit.

All access and use remain subject to any Scope Limitations in the applicable Service Order.

3.3 Use Restrictions. Subscriber may use the Services and any data or results obtained through the Services for any lawful commercial or non-commercial purpose, including providing services to its Clients, as long as the use stays within the Scope Limitations of the applicable Service Order.

Subscriber will not, and will not permit others to:

• circumvent, disable, or interfere with the security, rate limits, or other technical protections of the Services;
• reverse engineer the Services for the purpose of building a directly competing product or service;
• disrupt or degrade the performance or integrity of the Services;
• use the Services to store, transmit, or distribute unlawful, harmful, or malicious content (including viruses or malware);
• attempt to gain unauthorized access to the Services or to another user’s account;
• use the Services, directly or indirectly, in any way that directly substitutes for the Services for a third party, affects Bitquery’s ability to realize revenue from the Services, or directly competes with Bitquery’s business. Bitquery may determine in its reasonable discretion whether a use violates this restriction; or
• use the Services in a way that violates applicable law.

Subscriber may not use the Services for unlawful surveillance or for discriminatory profiling of individuals based on sensitive categories prohibited by law (such as race, religion, health, sexual orientation, or political beliefs).

If Subscriber exceeds the Scope Limitations, Bitquery may, after giving thirty (30) days’ written notice, adjust the fees for the excess use or suspend access until the excess fees are paid. Bitquery may also suspend or terminate access if it reasonably believes Subscriber is violating the restrictions in this Section 3.3.

3.4 Compliance with Laws. Subscriber will use the Services in compliance with all applicable laws and regulations and in a manner that does not infringe on the rights of any third party or violate any third party’s privacy rights.

3.5 Protection Against Unauthorized Use. Subscriber will use reasonable efforts to prevent any unauthorized use of the Services and immediately notify Bitquery in writing of any unauthorized use that comes to Subscriber’s attention. If there is unauthorized use by anyone who obtained access to the Services directly or indirectly through Subscriber, Subscriber will take all steps reasonably necessary to terminate the unauthorized use. Subscriber will cooperate and assist with any actions taken by Bitquery to prevent or terminate unauthorized use of the Service

3.6 Right to Suspend Services. Bitquery may suspend Subscriber’s or any Client’s use of the Services if Bitquery reasonably and in good faith believes such suspension is necessary to prevent unauthorized use of the Services or to prevent an ongoing violation of any applicable laws or regulations. Bitquery will use commercially reasonable efforts to notify Subscriber prior to any such suspension and will only suspend the Services to the extent necessary to prevent such unauthorized use or violation. In addition, if Subscriber fails to timely pay any fees in accordance with the terms of this Agreement and/or any Service Order, Bitquery may, without limitation to any of its other rights or remedies, suspend performance of the Services until it receives all amounts due.

3.7 Reservation of Rights. Bitquery grants to Subscriber a limited right to use the Services under this Agreement. Subscriber will not have any rights to the Services except as expressly granted in this Agreement. Bitquery reserves to itself and its licensors all rights to the Services not expressly granted to Subscriber in accordance with this Agreement. Bitquery and its licensors retain all copyright, patent, and other intellectual property rights in and to the Services.

3.8 Feedback. If Subscriber provides suggestions, ideas, or other feedback about the Services, Bitquery may use that feedback to improve or develop the Services. Bitquery receives a non-exclusive, royalty-free license to use the feedback for this purpose. Subscriber retains all rights to its feedback and is free to use it however it wishes. Bitquery has no obligation to implement any feedback.

4. Fees and Payments

4.1 Fees. Subscriber will pay Bitquery the fees specified in each applicable Service Order. If Subscriber orders additional Services or changes the Services it is receiving, the fees for such additional or changed services will be charged at the then-current pricing for such additional or changed services and will commence on the activation date listed in the Service Order. Any resulting change in fees shall be reflected in future invoices. All amounts payable under this Agreement are denominated in United States dollars, and Subscriber will pay all such amounts in USD via wire transfer or cryptocurrency through Bitquery website. Except as otherwise provided in this Agreement, fees are non refundable. There are no refunds for partial months of Services, plan downgrades, or refunds for unused time if Subscriber closes its account before the end of the term of any Service Order.

4.2 Commercial Research Data. Subscriber hereby univocally agrees to and consents to the pricing policy of Bitquery as described in this provision. Bitquery is entitled to adjust the pricing terms based on the Commercial Research Data obtained by Bitquery in relation to the Subscriber. Bitquery will notify the Subscriber of any pricing terms adjustment under this provision one (1) month before the new pricing becomes effective. The pricing terms may be reviewed and adjusted only upon expiration of the Agreement and prior to its renewal for the new tenure.

4.3 Payment Terms. Unless otherwise specified in the applicable Service Order, Subscriber will pay all amounts due within ten (10) days of the date of the applicable invoice, except for amounts subject to a good faith dispute, provided that Subscriber notifies Bitquery of any such dispute in writing prior to the date such amounts would otherwise be due, and that Subscriber cooperates with Bitquery in promptly resolving such dispute. Any amount not paid when due will be subject to finance charges equal to one and one-half percent (1.5%) of the unpaid balance per month or the highest rate permitted by applicable usury law, whichever is less, determined and compounded daily from the date due until the date paid. Subscriber will reimburse any costs or expenses (including, but not limited to, reasonable attorneys’ fees) incurred by Bitquery to collect any amount that is not paid when due.

Amounts due from Subscriber under this Agreement may not be withheld or offset by Subscriber against amounts due to Subscriber for any reason.

4.4 Taxes. Other than net income taxes imposed on Bitquery, Subscriber will bear all taxes, duties, and other governmental charges (collectively, “taxes”) resulting from its purchase or use of the Services. Taxes will not be deducted from or set off against the fees set forth in the applicable Service Order or invoice.

4.5 Target Functionality Credit. Shall Bitquery fail to uphold the Target Functionality of its APIs, the credit-penalty shall be calculated as follows: ten percent (10%) of the monthly fee for every one percent (1%) below Target Functionality, to a maximum of thirty percent (30%) of the monthly fee. Subscriber is entitled to use the calculated amount for during next subscription months. This provision shall not apply to any EAB and EAP Services of Bitquery.

5. Term and Termination

5.1 Agreement Term. This Agreement commences on the Effective Date and will remain in effect for 12 months with automatic renewal if both parties agreed.

5.2 Service Order Term. Each Service Order will be valid for the term specified on such Service Order unless the Service Order is terminated earlier in accordance with the terms of this Agreement.

5.3 Termination. Either party may terminate a Service Order or this Agreement (i) upon thirty (30) days written notice to the other party, or (ii) immediately upon written notice 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 with the ability to terminate the Agreement by each Party prior 14 days (without any reason/ground).

5.4 Post-Termination Obligations. If this Agreement or a Service Order is terminated for any reason, (a) Subscriber will pay to Bitquery any fees or other amounts that have accrued prior to the effective date of the termination, (b) any and all liabilities accrued prior to the effective date of the termination will survive, and (c) Subscriber will discontinue all use of the Services. Upon termination of this Agreement or any Service Order, Bitquery shall have the right to remove Subscriber’s account information and account settings after thirty (30) days, Subscriber will not be able to recover this data or content (except that content stored/ published to third-party websites, that data will remain on said third-party websites pursuant to those website’s terms and conditions). All provisions of this Agreement that, by their nature, are intended to survive termination (including those related to third party claims and limitations on liability) will remain in effect.

6. Confidentiality

6.1 Definition of Confidential Information. For the purpose of this Agreement, “Confidential Information” means non-public information of Bitquery or Subscriber disclosed by either party to the other party, either directly or indirectly, in writing, orally or by inspection of tangible objects, or to which the other party may have access, which (i) a reasonable person would consider confidential or (ii) is marked “confidential” or “proprietary” or some similar designation by the disclosing party, and which constitutes, including but not limited to, information about: legal matters, business operations, technological processes/methods/technologies/developments, financial information, intellectual property rights. Confidential Information will not, however, include any information that (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party other than as a result of a violation of this Agreement by the receiving party; (iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party, as shown by the receiving party’s files and records; (iv) is obtained by the receiving party from a third party without a breach of the third party’s obligations of confidentiality; or (v) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the receiving party’s possession. Confidentiality obligations are valid for the term of the Agreement and 2 (two) years after its termination.

6.2 Protection of Confidential Information. During the validity of this Agreement and two (2) years after its termination, the receiving party shall not disclose, use, transmit, inform or make available to any entity, person or body any of the Confidential Information, except as a necessary part of performing its obligations hereunder, and shall take all such actions as are reasonably necessary and appropriate to preserve and protect the Confidential Information and the parties’ respective rights therein, at all times exercising at least a reasonable level of care. Each party agrees to restrict access to the Confidential Information of the other party to those employees, advisors, agents and other representatives who require access in order to perform its obligations hereunder and who agreed to be bound by these obligations of confidentiality and non-disclosure.

7. Warranties and Disclaimer

7.1 Mutual Warranties. Each party represents and warrants to the other that: (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such party in accordance with its terms; and (b) no authorization or approval from any third party is required in connection with such party’s execution, delivery, or performance of this Agreement.

DISCLAIMER. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS SECTION 7, BITQUERY MAKES NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. BITQUERY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT ON ITS BEHALF AND ON BEHALF OF ITS LICENSORS. BITQUERY RELIES ON THIRD PARTY DATA SOURCES FOR INFORMATION AND THEREFORE DOES NOT WARRANT THAT ANY INFORMATION PROVIDED THROUGH THE SERVICES IS ACCURATE OR COMPLETE OR THAT ANY INFORMATION PROVIDED THROUGH THE SERVICES OR THIRD-PARTY DATA WILL ALWAYS BE AVAILABLE. BITQUERY DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE SERVICES DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK OR ANY OTHER ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, USER COMMUNICATIONS, PROBLEMS RELATED TO THE SERVICES OR ITS USE, LOSS OF PERSONAL CONTENT ON THE SITES NOT WITHIN BITQUERY’S REASONABLE CONTROL.

8. Intellectual Property Infringement

8.1 Defense and Indemnification. Bitquery will, at its expense, either defend Subscriber and Subscriber’s officers, directors, employees, agents, permitted successors and assigns from or settle any claim, proceeding, or suit (“Claim”) brought by a third party against Subscriber alleging that Subscriber’s use of the Services infringe or misappropriate any patent, copyright, trade secret, or trademark, right of any third party, and indemnify Subscriber from all damages, costs, and attorneys’ fees finally awarded in any such Claim or paid to any third party to settle any such Claim. Bitquery’s obligation under this section is contingent on (a) Subscriber giving Bitquery prompt written notice of the Claim; (b) Subscriber granting Bitquery full and complete control over the defense and settlement of the Claim; and (c) Subscriber providing assistance in connection with the defense and settlement of the Claim as Bitquery may reasonably request, at Bitquery’s cost. Subscriber will not defend or settle any Claim eligible for indemnification under this section without Bitquery’s prior written consent.

8.2 Infringement Remedy. If Subscriber is enjoined or otherwise prohibited from using the Services or a portion thereof based on an allegation that the Services violate any third party intellectual property right (including a Claim), or if Bitquery reasonably determines that such prohibition is likely, then Bitquery will, at its sole expense and option: (a) obtain for Subscriber the right to use the allegedly infringing portions of the Services; (b) modify the allegedly infringing portions of the Services so as to render them non-infringing without substantially diminishing or impairing their functionality; or (c) replace the allegedly infringing portions of the Services with non-infringing items of substantially similar functionality. If Bitquery determines that the foregoing remedies are not commercially reasonable, then Bitquery may terminate the impacted Service Order, or portion thereof, and will promptly provide a prorated refund to Subscriber for any prepaid fees received by Bitquery for any Services that have not yet been performed at the time of termination.

8.3 Exclusions from Obligations. Bitquery will have no obligation under this Section 8 for any infringement or misappropriation to the extent that it arises out of or is based upon (a) use of the Services in combination with other products or services if such infringement or misappropriation would not have arisen but for such combination; (b) any aspects of the Services that are provided to comply with designs, requirements, or specifications required by or provided by Subscriber, if the alleged infringement or misappropriation would not have arisen but for the compliance with such designs, requirements, or specifications; (c) use of the Services by Subscriber for purposes not intended or outside the scope of the license granted to Subscriber; (d) Subscriber’s failure to use the Services in accordance with written instructions provided by Bitquery, if the infringement or misappropriation would not have occurred but for such failure; or (e) any modification of the Services not made or authorized in writing by Bitquery where such infringement or misappropriation would not have occurred absent such modification.

8.4 Limited Remedy. This Section 8 states Bitquery’s sole and exclusive liability, and Subscriber’s sole and exclusive remedy, for the actual or alleged infringement or misappropriation of any third-party intellectual property right by the Services.

9. Subscriber Indemnification

Subscriber will defend Bitquery and its officers, directors, and employees from any third-party claim that arises directly from Subscriber’s material breach of Section 3 (Use Restrictions), and will indemnify Bitquery for damages and reasonable attorneys’ fees finally awarded against Bitquery in such a claim, or for amounts Subscriber agrees to pay in a settlement approved by Bitquery.

Bitquery must:

• (a) give Subscriber prompt written notice of the claim;
• (b) give Subscriber sole control over the defense and settlement of the claim; and
• (c) provide reasonable assistance at Subscriber’s expense.

Subscriber will not settle any claim that imposes an obligation on Bitquery (other than payment of money that Subscriber will fully cover) without Bitquery’s prior written consent, which will not be unreasonably withheld.

10. Limitations of Liability

DISCLAIMER OF INDIRECT DAMAGES. NEITHER PARTY OR ITS AFFILIATES WILL, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER PARTY, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR EXEMPLARY, ENHANCED, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOST PROFITS, REVENUE, BUSINESS, OR DATA; BUSINESS INTERRUPTION; OR LOSS OF GOODWILL OR REPUTATION, REGARDLESS OF WHETHER THE PARTY IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING OR ANY LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.

CAP ON LIABILITY. UNDER NO CIRCUMSTANCES WILL THE AGGREGATE LIABILITY OF EITHER PARTY AND THEIR RESPECTIVE AFFILIATES OF ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT, (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AMOUNT PAID AND AMOUNTS ACCRUED BUT NOT YET PAID BY SUBSCRIBER TO BITQUERY UNDER THE APPLICABLE SERVICE ORDER DURING THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM (DETERMINED AS OF THE DATE OF ANY FINAL JUDGMENT IN AN ACTION). THE FOREGOING LIMITATIONS WILL NOT IN ANY WAY LIMIT SUBSCRIBER’S PAYMENT OBLIGATIONS UNDER SECTION 4 ABOVE.

INDEPENDENT ALLOCATIONS OF RISK. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY BITQUERY TO SUBSCRIBER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION 11 WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

STATE PROHIBITION OF LIMITATION OF LIABILITY AND DISCLAIMER OF IMPLIED WARRANTIES. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHICH MEANS THAT SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY. IN THESE STATES, EACH PARTY’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

11. General

11.1 Export Compliance and Anti-Corruption. The Services may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. Subscriber shall not permit users to access or use the Services in a U.S.-embargoed country or in violation of any U.S. export law or regulation. Subscriber further represents that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value in connection with this Agreement (excluding any reasonable gifts and entertainment provided in the ordinary course of business).

11.2 Federal Government End Use Provisions. If Subscriber is a U.S. federal government end user, the Services is a “Commercial Item” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as those terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Services are licensed to Subscriber with only those rights as provided under the terms and conditions of this Agreement.

11.3 Assignability. Neither party may assign its right, duties, and obligations under this Agreement without the other party’s prior written consent, which consent will not be unreasonably withheld or delayed, except that a party may assign this Agreement without the other party’s consent to a successor (including a successor by way of merger, acquisition, sale of assets, or operation of law) if the successor agrees to assume and fulfill all of the assigning party’s obligations under this Agreement.

11.4 Subcontractors. Bitquery may utilize a subcontractor or other third party to perform its duties under this Agreement so long as Bitquery remains responsible for all of its obligations under this Agreement.

11.5 Notices. Any notice required or permitted to be given in accordance with this Agreement will be effective if it is in writing and sent by fax, e-mail, US mail, or insured courier, return receipt requested, to the appropriate party at the address provided by the Subscriber. Either party may change its address for receipt of notice by notice to the other party in accordance with this Section. Notices are deemed given two business days following the date of mailing or one business day following delivery to a courier or sending an email or fax.

11.6 Force Majeure. Neither party will be liable for, or be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any cause or condition beyond its reasonable control, so long as that party uses all commercially reasonable efforts to avoid or remove the causes of non-performance.

11.7 Governing Law. This Agreement will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of New York, U.S.A., without reference to its choice of law rules and not including the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods. Each party hereby irrevocably consents to the exclusive jurisdiction and venue of the federal, state, and local courts in New York, New York in connection with any action arising out of or in connection with this Agreement.

11.8 Modification. This Agreement may be amended or modified only by a written instrument duly executed by both Parties.

11.9 Waiver. The waiver by either party of any breach of any provision of this Agreement does not waive any other breach. The failure of any party to insist on strict performance of any covenant or obligation in accordance with this Agreement will not be a waiver of such party’s right to demand strict compliance in the future, nor will the same be construed as a novation of this Agreement.

11.10 Severability. If any part of this Agreement is found to be illegal, unenforceable, or invalid, the remaining portions of this Agreement will remain in full force and effect. If any material limitation or restriction on the use of the Services under this Agreement is found to be illegal, unenforceable, or invalid, Subscriber’s right to use the Services will immediately terminate.

11.11 Entire Agreement. This Agreement, including the applicable Service Orders, is the final and complete expression of the agreement between these parties regarding Subscriber’s use of the Services. This Agreement supersedes, and the terms of this Agreement govern, all previous oral and written communications regarding these matters, all of which are merged into this Agreement. This Agreement may be changed only by a written agreement signed by an authorized agent of the party against whom enforcement is sought. Bitquery will not be bound by, and specifically objects to, any term, condition, or other provision that is different from or in addition to this Agreement (whether or not it would materially alter this Agreement) that is proffered by Subscribe in any receipt, invoice, acceptance, purchase order, confirmation, correspondence, or otherwise, regardless of Bitquery’s failure to object to such terms, provisions or conditions.