Terms of Service

Terms of Service

These ChainMart Terms of Service (the “Agreement”) are madebetween ChainMart Limited, a private limited company incorporated andregistered in England and Wales with company number 16026465 (“ChainMart”),and each party (a “Customer”) that enters into the Agreement.

By either clicking a boxindicating acceptance or by executing a sales order or a free trial form thatrefers to this agreement, or by accessing or using the services, customeraccepts and agrees to be bound by the terms of this agreement. If customer doesnot agree to be bound by the terms of this agreement, customer must not accessor use the services or attempt to do so.

ChainMart reserves the right tomodify the terms of the Agreement at any time. Any changes will be effectiveimmediately upon posting on our website. Your continued use of the Servicesfollowing the posting of changes constitutes your acceptance of those changes.Please review the Agreement periodically for updates.

ThisAgreement was last updated on 7 March 2025. It is effective betweenCustomer and ChainMart as of the date of Customer accepting (or being deemed tohave accepted) this Agreement.

1. Definitions

1.1. “Affiliate” means an entity controlling, controlled by orunder common control with a party to this Agreement at any time during the termof this Agreement, for so long as such ownership and control exists, providedsuch entity is not a competitor to ChainMart or in the business of developingand offering products or technologies that are substantially similar to theService.

1.2. “Applicable Law” means each federal, state, orlocal statute, law, ordinance, rule, administrative interpretation, regulation,order, writ, injunction, directive, judgment, decree, or other requirement ofany international, federal, state, or local court, administrative agency, orcommission or other governmental or regulatory authority or instrumentality,domestic or foreign, applicable to a party.

1.3. “Beta Features” means pre-production Service features or functionalities.

1.4. “Customer Data” means: (a) content that Customers publishusing the Service, (b) Customer Original Content, and (c) other data thatCustomers provide to ChainMart when they use the Service.

1.5. “Customer Original Content" means a subset ofCustomer Data that has been written exclusively for ChainMart and is designedto educate Users about enterprise blockchain.

1.6. “Order Form” means as applicable: (a) ChainMart’s online registration,account setup and payment system, or (b) a document executed by both partiesthat identifies Customer’s Service subscription terms.

1.7. “Prohibited Content” means content that: (a) violatesApplicable Law; (b) violates any third party’s intellectual property rights,including, without limitation, copyrights, trademarks, patents, and tradesecrets; (c) contains indecent or obscene material; (d) contains libelous,slanderous, or defamatory material, or material constituting an invasion ofprivacy or misappropriation of publicity rights; (e) promotes unlawful orillegal goods, services, or activities; (f) contains false, misleading, ordeceptive statements; (g) contains any harmful, malicious, or hidden code,programs, procedures, routines, or mechanisms that would: (i) cause the Serviceto cease functioning; (ii) in any way damage or corrupt data, storage media,programs, equipment, or communications; or (iii) otherwise interfere with theoperations of the Service, including, without limitation, trojan horses,viruses, worms, time bombs, time locks, devices, traps, access codes, or dropdead or trap door devices.

1.8. The “Service(s)” consists of ChainMart’ssoftware-as-a-service product to help businesses connect and trade with theenterprise blockchain community as described in more detail at www.chainmart.io.

1.9.. “User(s)” means registered individuals, or employees,contractors, or agents authorized by a registered Customer to access and usethe Services under Customer’s account.

2. ChainMart Service Overview

2.1. Provision of the Service. During each subscription term, ChainMartwill provide the Service to Customer as identified on each Order Form. Where anOrder Form is not completed, or the Order Form states Free Trial, the Servicewill be provided on a Free Trial basis, no term will be specified, and theCustomer will be designated a “Free Trial Customer”

2.2. Subscription Term. Customer’s Service subscription (“SubscriptionTerm”) will run for the time period specified in the Order Form. Free Trial Customerscontinue month-to-month and paid accounts will run for the prepaid period. Asof the end of each prepaid period Customer’s subscription will automaticallyrenew for an additional period of the same duration and ChainMart will chargeCustomer’s payment card for the applicable fees. ChainMart may increase feesfor each renewal period. Customer may terminate its subscription at any time.On termination, Customer may continue to use the Service through the end of theprepaid subscription period. ChainMart will not refund any prepaid fees on suchtermination. ChainMart may terminate Customer’s subscription as of the end ofCustomer’s prepaid subscription period, or at any time in the case of Free TrialCustomers.

2.3. Orders by Affiliates. Customer’s Affiliates may subscribeto use the Service on execution of additional Order Forms referencing thisAgreement. On execution of an Order Form by ChainMart and the Affiliate, theAffiliate will be bound by the provisions of this Agreement as if it were anoriginal party hereto.

2.4. Free Trials. ChainMart may provide all or part of theService on a free trial basis without charge. If Customer enters into a Free Trial,ChainMart will make one or more Services available to Customer on a trial basisuntil the earlier of: (a) ChainMart suspends the Service, with or withoutcause, and without prior notice, (b) the end of the trial period for whichCustomer registered to use the applicable Service, and (c) the start date ofany Service subscription ordered by Customer.

2.5. Beta Features. From time to time, ChainMart may inviteCustomer to try Beta Features. Customer may accept or decline any such trial inits sole discretion. Beta Features are for evaluation purposes only and not forproduction use, are not considered part of the Service under this Agreement,are not supported, and may be subject to additional terms. ChainMart maydiscontinue Beta Features at any time in its sole discretion and may never makethem generally available.

2.6. Compliance. Customer is solely responsible for: (a) theaccuracy, content and legality of all Customer Data, and (b) any consents andnotices required to permit: (i) Customer’s use and receipt of the Services, and(ii) ChainMart’s access to and processing of Customer Data pursuant to thisAgreement. Where ChainMart does not pre-screen Customer Data published usingthe Service, ChainMart reserves the right (but not the obligation) to refuse orremove any Customer Data that, in its sole discretion, violates any ChainMart’sterms or policies. Between ChainMart and each Customer and User, ChainMartdisclaims any responsibility or liability for Customer Data published byCustomer or its Users.

3. Payment Terms.

3.1. Invoicing; Payments. Customer will pay ChainMart the feesset forth in each Order Form. Fees for self-serve accounts must be paid bycredit card or bank debit via the Service. Fees for other accounts will beinvoiced and must be paid within 14 days after Customer’s receipt of theinvoice, which may be sent by email. If Customer pays via card or anotherpayment method, Customer: (a) represents and warrants that it has the right toprovide the payment information to ChainMart, and (b) authorizes ChainMart toprocess payments using that information. ChainMart reserves the right to chargea 3% surcharge for any card payments. Except as otherwise provided herein allfees are noncancelable and nonrefundable. If Customer believes that ChainMarthas billed Customer incorrectly, Customer must contact ChainMart no later than60 days after the date of the first billing statement in which the error orproblem appeared, in order to receive an adjustment or credit. Inquiries shouldbe directed to ChainMart’s customer support department.

3.2. Taxes. Customer is responsible for any sales, use, valueadded, excise, property, withholding or similar tax and any related tariffs,and similar charges, except taxes based on ChainMart’s net income. If Customeris required to pay any such taxes, Customer shall pay such taxes with noreduction or offset in the amounts payable to ChainMart hereunder. If anapplicable tax authority requires ChainMart to pay any taxes that should havebeen payable by Customer, ChainMart will advise Customer in writing, andCustomer will promptly reimburse ChainMart for the amounts paid.

3.3. Delinquent Accounts. ChainMart may suspend or terminateaccess to the Service if overdue fees are not paid promptly following noticefrom ChainMart. Unpaid amounts are subject to a finance charge of 1.5% permonth on any outstanding balance, or the maximum permitted by law, whichever islower, plus all expenses of collection.

4. Use Rights and Restrictions

4.1. Limited License. ChainMart grants Customer the right toaccess and use the Service in accordance with the terms of this Agreement.

4.2 License Restrictions. Except and solely to the extent sucha restriction is impermissible under Applicable Law, Customer may not: (a)reproduce, distribute, publicly display, publicly perform, or create derivativeworks of the Service; (b) make modifications to the Service; or (c) interferewith or circumvent any feature of the Service, including any security or accesscontrol mechanism.

4.3. Use Restrictions. Customer will not and will not authorize,permit, or encourage any User or any third party to: (a) allow anyone otherthan its Users to access and use the Service; (b) reverse engineer, decompile,disassemble, download, access or otherwise attempt to discern the source codeor interface protocols of the Service; (c) modify, adapt, or translate theService; (d) make any copies of the Service; (e) resell, distribute, orsublicense the Service, or use any of the foregoing for the benefit of anyoneother than Customer and its Users; (vi) remove or modify any proprietarymarkings or restrictive legends placed on the Service; (vii) use the Service inviolation of any Applicable Law (including anti-spam laws); (viii) use theService in order to build a competitive product or service, or for any purposenot specifically permitted in this Agreement; or (ix) introduce, post, orupload to the Service any Prohibited Content.

4.4. Scraping. Customer will not and will not authorize,permit, or encourage any User or any third party to extract data from theService via an automated process, such as a bot or webcrawler, except: (a) thatCustomer may archive its own Customer Data using automated means, or (b) forlegitimate research or archival purposes or otherwise to the minimum extentpermitted by Applicable Law.

4.5. API Usage. ChainMart may provide APIs to help Customerimport and export content from the Service. API usage is subject to thefollowing limitations:

a. ChainMart determines that API calls to the Services are abusive orexcessively frequent, ChainMart may suspend or terminate access to APIs orrequire an upgrade to fee-based accounts.

b. Customers may not share API tokens to exceed ChainMart ratelimitations. ChainMart may offer subscription-based access to our API for thoseUsers who require high-throughput access or access that would result in resaleof ChainMart Service.

4.6. Bandwidth Usage. If bandwidth usage for no-fee accounts issignificantly excessive in relation to other ChainMart customers, ChainMartreserves the right to suspend the account or throttle file hosting untilCustomer reduces bandwidth consumption. Fee-based accounts may be asked to paymore in case of excessive bandwidth usage.

4.7. Subdomains. Each account may include an optionalchainmart.io subdomain. ChainMart reserves the right to rename or removechainmrt.io subdomains for inactive accounts as well as to prevent namesquatting. This policy applies only to chainmafrt.io subdomains, not toCustomer-hosted domains.

5. Intellectual Property and Commercialization

5.1. No Ownership Assignment. Neither party will assignownership rights in any of its assets to the other pursuant to this Agreement,and neither party grants the other any rights or licenses not expressly set outin this Agreement.

5.2. What Customer Owns. Customer owns all right, title andinterest in and to the Customer Data, and all intellectual property rightsrelated to any of the foregoing.

5.3. What ChainMart Owns. ChainMart owns or has and retains allappropriate rights, title and interest in and to the Services, underlyingsoftware and all intellectual property rights related thereto. There are noimplied licenses in this Agreement and ChainMart reserves all rights notgranted expressly in this Agreement.

5.4. License Grant Regarding Publication of CustomerData. Customer Data that Users post publicly, including documentation,comments, and contributions to other Users’ spaces, may be viewed by others.Customer, for itself and on behalf of each User who creates Customer Datawithin Customer’s account, grants ChainMart a nonexclusive, worldwide licenseto use, display, and perform that Customer Data through the Service.

5.5 Licence Grant Regarding Publication of Customer OriginalContent. Customer Original Content that Users post to the Service,including documentation, comments, and contributions to other Users’ spaces,may be viewed by others.

Customer, for itself and on behalf of each User who createsCustomer Data within Customer’s account, grants ChainMart an exclusive, worldwide licenseto use, display, reproduce, distribute, commercialize, and perform thatCustomer Original Content to the Service for the term of the Agreement.

5.6 Compensation. The Customer may be eligible for rewards based onthe interest and traffic generated by the Customer Original Content asdetermined by ChainMart's reward program. The terms and conditions of thereward program are subject to change at the sole discretion of ChainMart.

5.7 Penalties for non-exclusivity of Customer Original Content. CustomerOriginal Content must be hosted exclusively on the ChainMart Service. If thisrequirement is not met, penalties such as the reclamation of rewards orimmediate termination of the Agreement may be imposed.

5.8. Moral Rights. Customer retains all moral rights inCustomer Data, including the rights of integrity and attribution. The licensegrant above includes a waiver of moral rights solely and to the limited extentrequired so that ChainMart can publish Customer Data via the Service.

6. Confidentiality.

6.1. Confidential Information. Subject to the limitations inthe following paragraph, all information disclosed by one party to the otherparty during the term of this Agreement, whether in oral, written, graphic orelectronic form, shall be deemed to be “Confidential Information”. ChainMart’sConfidential Information includes non-public information regarding features,functionality and performance of the Services. Confidential Information ofCustomer includes all non-public Customer Data.

6.2. Exceptions. Confidential Information does not includeinformation which: (a) is part of the public domain at the time of disclosure;(b) becomes a part of the public domain through no fault of the receiving partyor persons or entities to whom the receiving party has disclosed, transferredor permitted access to such information; (c) becomes available to the receivingparty on a non-confidential basis from a source legally entitled to share theinformation without confidential treatment; (d) is independently developed bythe receiving party without use of or access to the disclosing party’sConfidential Information; or (e) is released from the confidentialityobligations herein by written consent of the disclosing party.

6.3. Nondisclosure. Each party covenants that it will notdisclose any Confidential Information of the other party to any person orentity except: (a) to agents of the receiving party who have a need to knowsuch information, who are subject to confidentiality agreements with thereceiving party at least as protective of the disclosing party’s ConfidentialInformation as this Agreement, or (b) pursuant to the terms of a valid andeffective subpoena or court order, provided that the receiving party immediatelynotifies the disclosing party (to the extent permitted) of the existence, termsand circumstances surrounding such a request so that the disclosing party mayseek appropriate protective action. Neither party may use the other party’sConfidential Information in any directly competitive manner or for any purposeother than to exercise its rights and comply with its obligations under thisAgreement.

6.4. Return; Destroy; Protect. On the disclosing party’srequest, the receiving party must return or destroy all ConfidentialInformation of the disclosing party which has been supplied to or acquired bythe receiving party other than: (a) records the receiving party has a separatelegal right or obligation to retain; and (b) copies of Confidential Informationcreated in the ordinary course of the receiving party’s business and retainedin accordance with its internal document retention and information technologypolicies. To the extent the receiving party retains information disclosed bythe disclosing party, the receiving party will continue to protect suchinformation in accordance with Section 6.3: (x) for so long as it meets thedefinition of Confidential Information above; (y) if it constitutes a tradesecret or personal data for so long as required under Applicable Law.

6.5. Customer Identification. ChainMart may identify Customeras a user of the Services and may use Customer’s name and logo in ChainMart’scustomer list, press releases, blog posts, advertisements, and website.

7. Term, Termination, and Modification of the Service

7.1. Term. This Agreement will continue for the Subscription Term,unless terminated earlier according to Section 7.2.

7.2. Termination for Cause. In addition to any other remediesit may have, either party may terminate this Agreement upon written notice, ifthe other party: (a) materially breaches any of the terms or conditions of thisAgreement and fails to cure such breach within 30 days after written noticedescribing the breach; or (b) files for bankruptcy or is the subject of aninvoluntary filing in bankruptcy (in the latter case, which filing is notdischarged within 60 days) or makes an assignment for the benefit of creditorsor a trustee is appointed over all or a substantial portion of its assets.

7.3. Effect of Termination. Upon termination of this Agreement:(a) Customer’s license rights will terminate and Customer must immediatelycease all use of the Service; (b) Customer will no longer be authorized toaccess its account or the Service; (c) Customer must pay ChainMart any unpaidamount that was due prior to termination; and (d) all payment obligationsaccrued prior to termination and Sections 5, 6 and 10- 11 will survivetermination.

8. Warranties and Covenants.

8.1. Authority. Each of ChainMart and Customer represents andwarrants that: (a) it has the full right, power and authority to enter into andfully perform this Agreement; (b) the person signing this Agreement on itsbehalf is a duly authorized representative of such party who has in fact beenauthorized to execute this Agreement; and (c) its entry herein does not violateany other agreement by which it is bound

8.2. Protection of Customer Data. ChainMart will maintainadministrative, physical, and technical safeguards for protection of thesecurity, confidentiality and integrity of Customer Data in accordance with itsprivacy policy at https://chainmart.io/legal/privacy-policy  which is incorporated herein by reference.Those safeguards will include measures for preventing access, use, modificationor disclosure of Customer Data by ChainMart personnel except: (a) to providethe Service and to prevent or address service or technical problems, or (b) asCustomer expressly permits in writing.

8.3. Compliance with Laws. Customer will comply with all lawsapplicable to its use of the Service. Without limiting the foregoing, Customerrepresents and warrants that it is not: (a) listed or identified on any U.S.government list of sanctioned parties, or (b) located in a country where itwould be prohibited from using the Service due to economic sanctions or tradeembargoes. Customer further covenants that it will comply fully with all UnitedStates and other export and sanctions laws applicable to Customer’s use of theService, which include restrictions on destinations, end users, and end use. ChainMartreserves the right to terminate Customer’s access to the Service if Customerengages in activities that violate these laws.

8.4. EXCEPT AS SET FORTH ABOVE THE SERVICE AND ALL MATERIALS ANDCONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “ASAVAILABLE” BASIS. CHAINMART DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHEREXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENTAVAILABLE THROUGH THE SERVICE, INCLUDING: (a) ANY IMPLIED WARRANTY OFMERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ORNON-INFRINGEMENT; AND (b) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE,OR TRADE. CHAINMART DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THESERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BEUNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS,AND CHAINMART DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

9. Indemnity.

9.1. Indemnification by Customer. To the fullest extentpermitted by law, Customer is responsible for its use of the Service, andCustomer will defend, indemnify and hold harmless ChainMart, its affiliates andtheir respective shareholders, directors, managers, members, officers,employees, consultants, and agents (together the “ Related Parties”) from andagainst all liability, damage, loss, and expense, including attorneys’ fees andcosts ("Losses”), arising out of or related to claims, demands, suits, actionsor proceedings made or brought by third parties (collectively, “Claims”)against ChainMart or its Related Parties arising from or related to theCustomer Data.

9.2. Indemnification by ChainMart. ChainMart will defend,indemnify and hold harmless Customer and its Related Parties from and againstall Losses arising from Claims alleging that the Service infringes ormisappropriates a third party’s patent, copyright or other intellectualproperty rights. However, ChainMart will have no such obligations to the extentClaims arise from: (a) modifications to the Service by anyone other than ChainMart(provided that ChainMart shall not be liable if ChainMart made themodifications using requirements, documents, written specifications or otherwritten materials submitted by Customer or its agents or representatives); (b)use of the Service in violation of this Agreement; (c) Customer’s use of theService during a free trial period; (d) third party software or services orCustomer Data.

9.3. Indemnification Procedure.

a. Promptly after a party seeking indemnification learns of theexistence or commencement of a Claim, the indemnified party must notify theother party of the Claim in writing. The indemnifying party’s indemnityobligations will be waived only if and to the extent that its ability toconduct the defense are materially prejudiced by the indemnified party’sfailure to give notice.

b. The indemnifying party will at its own expense assume the defenseand settlement of the Claim with counsel reasonably satisfactory to theindemnified party. The indemnified party: (i) may join in the defense andsettlement of the Claim and employ counsel at its own expense, and (ii) willreasonably cooperate with the indemnifying party in the defense and settlementof the Claim.

c. The indemnifying party may not settle any Claim without theindemnified party’s written consent unless the settlement: (i) includes arelease of all Claims; (ii) contains no admission of liability or wrongdoing bythe indemnified party; and (iii) imposes no obligations upon the indemnifiedparty other than an obligation to stop using any infringing items.

d. The indemnified party must mitigate the damages or other lossesthat would otherwise be recoverable from the indemnifying party, including bytaking actions to reduce or limit the amount of damages and/or other lossesincurred.

10. Limitations of Liability

10.1. In no event will either party or its Related Parties be liableto the other party for any indirect, incidental, special, consequential orpunitive damages (including damages for loss of profits, goodwill, or any otherintangible loss) arising out of or relating to this Agreement, the Service orCustomer’s use of the Service, whether such claims are based on warranty,contract, tort (including negligence), statute, or any other legal theory, andwhether or not any party has been informed of the possibility of damage.

10.2. The aggregate liability of each party and its Related Parties tothe other for all claims arising out of or relating to this Agreement, theService or Customer’s use of the Service, whether in contract, tort, orotherwise, is limited to the greater of: (a) the amount Customer has paid to ChainMartfor access to and use of the Service in the 12 months prior to the event orcircumstance giving rise to the claim and (b) US$100.

10.3. The foregoing paragraphs will not limit Customer’s paymentobligations or either party’s liability for misappropriation of intellectualproperty rights in the other party’s products or services. Each provision ofthis Agreement that provides for a limitation of liability, disclaimer ofwarranties, or exclusion of damages is intended to and does allocate the risksbetween the parties under this Agreement. This allocation is an essentialelement of the basis of the bargain between the parties. Each of theseprovisions is severable and independent of all other provisions of thisAgreement. The limitations in this section 10 will apply even if any limitedremedy fails of its essential purpose.

11. Miscellaneous

11.1. Notices. All notices must be in writing and sent byemail, postal mail or other recognized delivery method to the other party’sprimary point of contact for this Agreement.

11.2. Integration. This Agreement, including any Order Forms,exhibits and any other agreements expressly incorporated by reference into thisAgreement, is the entire and exclusive understanding and agreement betweenCustomer and ChainMart regarding Customer’s use of the Service. This Agreementexpressly supersedes any nondisclosure agreements between the parties prior tothe Agreement.

11.4. Assignment. This Agreement may not be assigned by eitherparty without the other party’s written consent, whether by operation of law orotherwise; provided that either party may assign this Agreement without consentto its successor in the event of a merger, acquisition or sale of all orsubstantially all of the assets of such party. Any other purported assignmentshall be void.

11.5. Construction; Interpretation. This Agreement shallsupersede the terms of any purchase order or other business form. If acceptedby ChainMart in lieu of or in addition to its Order Form, Customer’s purchaseorder shall be binding only as to the following terms: (a) the Services orderedand (b) the appropriately calculated fees due. Other terms shall be void. ThisAgreement is the result of negotiations between and has been reviewed by eachof the parties hereto and their respective counsel, if any; accordingly, thisAgreement shall be deemed to be the product of all of the parties hereto, andno ambiguity shall be construed in favor of or against any one of the partieshereto. Headings contained in this Agreement are for convenience of referenceonly and do not form part of this Agreement. A word importing the singularincludes the plural and vice versa. Gendered pronouns are used for convenienceand are intended to refer the masculine or feminine, as applicable. The word“including” shall be interpreted to mean “including without limitation”.

11.6. Severability. If any provision of this Agreement isadjudicated invalid or unenforceable, this Agreement will be amended to theminimum extent necessary to achieve, to the maximum extent possible, the samelegal and commercial effect originally intended by the parties. To the extentpermitted by Applicable Law, the parties waive any provision of law that wouldrender any clause of this Agreement prohibited or unenforceable in any respect.

11.7. Governing Law. This Agreement is governed by the laws ofthe State of California without regard to conflict of law principles. Customerand ChainMart submit to the personal and exclusive jurisdiction of the statecourts and federal courts in California for resolution of any lawsuit or courtproceeding permitted under this Agreement.

If you have any questions, feel free to contact us at legal@chainmart.io.

Thank you for using ChainMart!

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