Terms of service
SettleMint Blockchain-as-a-Service (BaaS) Platform -- Terms of Service
DISCLAIMER: Please read these Terms of Service carefully before using the SettleMint BaaS Platform (as defined below). By clicking the "I agree" button, you agree that your use of the SettleMint BaaS Platform shall be governed by these Terms of Service.
Version 2.0 -- October 15, 2021
If you have any questions about the SettleMint BaaS Platform or these Terms of Service, please contact us at [email protected].
The SettleMint BaaS Platform (as defined herafter) is operated and managed by SettleMint, a limited liability company (naamloze vennootschap) having its registered office at 7Tuinen, Building B, Arnould Nobelstraat 38, 3000 Leuven (Belgium) and registered with the Crossroads Bank of Enterprises (Kruispuntbank van Ondernemingen) under company number 0661.674.810 (RLE Leuven) ("SettleMint" or "we").
These terms of service (the "Terms of Service") describe the terms and conditions under which user(s) ("User(s)" or "you") can access and use the SettleMint BaaS Platform) except when other contractual arrangements are expressly made between SettleMint and User. The general terms and conditions of the User are not applicable and are therefore expressly excluded, even if such general terms and conditions would contain a similar clause. In the event of any conflict or inconsistency between the provisions of these Terms of Service and the provisions of any contractual arrangements between SettleMint and User, the provisions of the latter shall prevail.
SettleMint and the User are hereinafter jointly referred to as "Parties" and each individually as a "Party".
1. DESCRIPTION OF THE SettleMint BAAS PLATFORM
The SettleMint BaaS Platform is a cloud-based blockchain application building, integration and hosting platform allowing developers to build and integrate blockchain applications available at https://console.settlemint.com/ (the "Platform").
2.1. The access and use of the Platform is subject to acceptance without modification of all terms and conditions as contained in these Terms of Service.
2.2. By clicking the "I agree" button, you engage in our service and acknowledge and agree that your use of the Platform is exclusively governed by these Terms of Service. If you do not agree to any provision of these Terms of Service, you may not access and use the Platform in any manner, even if you already have an Account.
2.4. We reserve the right at any time, and from time to time, with or without cause to:
- amend these Terms of Service;
- change the Platform, including, adding, eliminating or discontinuing, temporarily or permanently any tool, service or other feature of the Platform without any liability against the User or any third parties; or
- deny or terminate, in part, temporarily or permanently, your use of and/or access to the Platform as set forth herein. Any such amendments or changes made will be effective immediately upon SettleMint making such changes available in the Platform or otherwise providing notice thereof. You agree that your continued use of the Platform after such changes constitutes your acceptance of such changes.
3. USE OF THE PLATFORM
3.1. You are responsible for providing at your own expense, all equipment necessary to connect to, access and otherwise use the Platform, including but not limited to modems, hardware, server, operating system, software and internet access (the "Equipment"). You are responsible for ensuring that such Equipment is compatible with the Platform and complies with all minimum system requirements as set out on the webpage. You will also be responsible for maintaining the security of the Equipment. SettleMint will not be liable for any loss or damage arising from your failure to comply with the above requirements.
3.2. In order to access the Platform's app creation and management tools you will be required to create an account providing you access to the Platform (the "Account") and provide certain registration information. Every individual with such access Account is a "Direct User" (as opposed to "End Users" who are individuals invited by User to use the SettleMint Platform Apps created in the Platform. When creating your Account, you agree (i) to provide accurate, truthful, current and complete information and (ii) to maintain and promptly update your Account information. SettleMint reserves the right to suspend or terminate the Account of anyone who provides inaccurate, untrue, or incomplete information or who fails to comply with the account registration requirements. You shall be solely responsible for maintaining the confidentiality and security of your Account login information such as your password and shall be fully responsible for all activities that occur under your Account. You agree to immediately notify SettleMint of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security.
3.3. During the Term, SettleMint may, in its sole discretion, provide you with certain updates of the Platform.
4. ACCES TO THE PLATFORM
4.1. License by SettleMint
4.1.1. During the Term and subject to these Terms of Service and to the timely payment of the Fees, SettleMint grants you a non-exclusive, personal, restricted, revocable and subject to the conditions set forth in section 4.1.7. transferable and sub-licensable license to access and use the functionality of the Platform, including updates, solely to develop, use and host a blockchain application that you make available to End Users (a "SettleMint Platform App") (the "License").
4.1.2. Term and Renewal. Your initial license term is of one year and will automatically renew at the end of the license term.
4.1.3. Notice of Non-Renewal. To prevent renewal of your license, you must give a written notice of non-renewal at least 60 days before the end of the license term.
4.1.4. Early Cancellation. You may choose to cancel your license early at your convenience provided that we will not provide any refunds of prepaid fees or unused license Fees, and you will promptly pay all unpaid fees due through the end of the license Term.
4.1.5. Free Trial. If you register for a free trial, we will make the applicable license available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period (if not terminated earlier) or (b) the start date of your paid license. Unless you purchase a license before the end of the free trial, all your data may be permanently deleted at the end of the trial, and we will not recover it. If we include additional terms and conditions on the trial registration web page, those will apply as well.
4.1.6. You are not allowed to use the Platform in a manner not authorized by SettleMint. You shall use the Platform solely in full compliance with (i) these Terms of Service; (ii) any additional instructions or policies issued by SettleMint, including, but not limited to, those posted within the Platform and (iii) any applicable legislation, rules or regulations.
4.1.7. Provided you are offering the Platform exclusively as an integrated solution for your own use and for your proper commercial purposes to offer your End Users a SettleMint Platform App in your own name and for your proper account, the License set forth herein is transferable and sub-licensable for purposes of integration only and subject to the restrictions set out in section 4.2.
You agree to use the Platform only for its intended use as set forth in these Terms of Service. Within the limits of the applicable law, you are not permitted to (or allow any other third party to) (i) access the Platform functionalities by any other means other than through the interface and Account that is provided to you by SettleMint (ii) copy, adapt, alter, translate or modify in any manner the Platform or underlying software; (iii), lease, rent, loan, distribute, or otherwise transfer the Platform to any third party; (iv) decompile, reverse engineer, disassemble, or otherwise derive or determine or attempt to derive or determine the software code (or the underlying ideas, algorithms, structure or organization) of the Platform, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation; (v) gain unauthorized access to accounts of other Users or use the Platform to conduct or promote any illegal activities; (vi) use the Platform to generate unsolicited email advertisements or spam; (vii) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; (viii) use any high volume automatic, electronic or manual process to access, search or harvest information from the Platform (including without limitation robots, spiders or scripts); (ix) alter, remove, or obscure any copyright notice, digital watermarks, proprietary legends or other notice included in the Platform; (x) intentionally distribute any worms, Trojan horses, corrupted files, or other items of a destructive or deceptive nature (xi) use the Platform for any unlawful, invasive, infringing, defamatory or fraudulent purpose; or (xii) remove or in any manner circumvent any technical or other protective measures in the Platform. Except as expressly set forth herein, no express or implied license or any rights of any kind are granted to you regarding the Platform, including but not limited to any right to obtain possession of any source code, data or other technical material relating to the Platform.
4.3. License by User
By uploading, creating or otherwise sharing data on or through the Platform, you grant SettleMint a non-exclusive, royalty-free, worldwide, sublicensable, transferable, license to use, copy, store, modify, transmit and display such data and documents uploaded by you (the "User Data"), to the extent necessary and always in compliance with the provisions set forth in Article 12 of these Terms of Service. To provide and maintain the Platform, SettleMint reserves the right, but is not obliged, to review and remove any User Data which is deemed to be in violation with the provisions of these Terms of Service or is deemed inappropriate in accordance with any rights of third parties or any applicable legislation or regulation.
5.1. As between the User and SettleMint, the Platform and all Intellectual Property Rights pertaining thereto, are the exclusive property of SettleMint and/or its licensors. For the purpose of this Agreement, "Intellectual Property Rights" means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, and moral rights, (b) trademark or service mark rights, (c) trade secret rights, know-how, (d) patents, patent rights, and industrial property rights, (e) layout design rights, design rights (f) semi-conductor topography rights (g) rights on trade-, brand- , business- and domain names, (h) database rights, and any other industrial or intellectual proprietary rights or similar right (whether registered or unregistered), and (i) all registrations, applications for registration, renewals, extensions, divisions, improvements or reissues relating to any of these rights and the right to apply for, maintain and enforce any of the preceding items, in each case in any jurisdiction throughout the world.
5.2. All rights, including Intellectual Property Rights, titles and interests in and to the Platform or any part thereof not expressly granted to the User by these Terms of Service are reserved by SettleMint and its licensors. Except as expressly set forth herein, no express or implied license or right of any kind is granted to the User regarding the Platform, including any right to obtain possession of any software code, data or other technical material related to the Platform.
5.3. Feedback. If you provide SettleMint with any feedback or suggestions regarding the Sites or Services ("Feedback"), you hereby assign to SettleMint all rights in such Feedback and agree that SettleMint shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. SettleMint will treat any Feedback you provide to SettleMint as non-confidential and non-proprietary. You agree that you will not submit to SettleMint any information or ideas that you consider to be confidential or proprietary.
6. SUSPENSION FOR BREACH
If SettleMint becomes aware or suspects, in its sole discretion, any violation by you of these Terms of Service, or any other instructions, guidelines or policies issued by SettleMint, then SettleMint may suspend or limit your access to the Platform. The duration of any suspension will be until you have cured the breach which caused such suspension or limitation, except when such breach is incurable.
In case you need technical support, you can contact SettleMint on the following Email address [email protected].
8.1. In consideration for the License and the access to and use of the Platform as set out in these Terms of Service, SettleMint will charge the usage fees as displayed on the Platform.
8.2. All payments for the use of the Platform can be made by credit card or wire transfer (upon approval by the credit committee). SettleMint will only process card transactions that have been authorized by the applicable network or card issuer. Users shall authorize their banks to hold, receive, disburse and settle funds on their behalf, including generating a paper draft or electronic funds transfer to process each payment transaction initiated by the User and relating to the use of the Platform. Subject to these Terms of Service, Users shall also authorize their banks to debit or credit any payment card or other payment method accepted by SettleMint.
8.3. If payments are made by credit card, the User shall be solely responsible for the security of its data (including but not limited to the information associated with a payment card, such as card holder, account number, expiration date and CVC (the "Cardholder Data")) in its possession or control. Users agree to comply with all applicable laws, regulations and rules relating to the collection, security and dissemination of any personal, financial or transaction information. Users agree to notify SettleMint immediately if they provide any third party with access (or otherwise permit, authorize, or enable such third party's access) to any Cardholder Data.
8.4. If payments are settled via wire transfer, the User should pay the invoices within 30 days of issuance. For later payment, interest charges of 1,5% per month or the highest permissible rate applicable by law will be charged. Under no circumstances will SettleMint refund the usage fees.
YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSORS IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE AT [email protected]
9.1. To the maximum extent permitted under applicable law, SettleMint shall only be liable for personal injury or any damages resulting from (i) its gross negligence; (ii) its willful misconduct or (iii) any fraud committed by SettleMint.
9.2. To the extent permitted under applicable law, SettleMint shall not be liable to the User or any third party, for any special, indirect, exemplary, punitive, incidental or consequential damages of any nature including, but not limited to damages or costs due to loss of profits, data, revenue, goodwill, production of use, procurement of substitute services, or property damage arising out of or in connection with the Platform under these Terms of Service, including but not limited to any miscalculations, or the use, misuse, or inability to access or use the Platform, regardless of the cause of action or the theory of liability, whether in tort, contract, or otherwise, even if SettleMint has been notified of the likelihood of such damages. The limitation in this section 9.2. shall not apply to the obligations of SettleMint under section 11 ("Indemnification").
9.3. You agree that SettleMint can only be held liable as per the terms of this section 9 to the extent damages suffered by you are directly attributable to SettleMint. You further agree that SettleMint is only liable to you directly, and not to the End Users. For the avoidance of doubt, SettleMint shall not be liable for any claims resulting from (i) your or any third party's unauthorized use of the Platform, (ii) your or any third party's use of the SettleMint Platform Apps, (iii) Third Parties Services, (iv) your failure to use the most recent version of the Platform made available to you or your failure to integrate or install any corrections to the Platform issued by SettleMint, or (v) your use of the Platform in combination with any non-SettleMint products or services. The exclusions and limitations of liability under this section shall operate to the benefit of any of SettleMint's affiliates and subcontractors under these Terms of Service to the same extent such provisions operate to the benefit of SettleMint.
9.4. To the extent permitted by applicable law, and except in the case of fraud, willful misconduct or gross negligence by SettleMint, SettleMint's aggregate liability arising from or relating to these Terms of Service will be limited to the Fees paid to SettleMint during a period of twelve (12) months prior to the occurrence giving rise to the liability.
10. WARRANTIES AND DISCLAIMERS
10.1. By SettleMint
10.1.1. General. Except as expressly provided in this section 10 and to the maximum extent permitted by applicable law, the Platform is provided "AS IS," and SettleMint makes no (and hereby disclaims all) other warranties, covenants or representations, or conditions, whether written, oral, express or implied including, without limitation, any implied warranties of satisfactory quality, course of dealing, trade usage or practice, merchantability, suitability, availability, accessability, title, non-infringement, or fitness for a particular use or purpose, with respect to the use, misuse, or inability to use the Platform or any other products or services provided to the User by SettleMint. SettleMint does not warrant that all errors can be corrected, or that access to or operation of the Platform shall be uninterrupted, secure, or error-free.
10.1.2. Network control. The User acknowledges and agrees that there are risks inherent to transmitting information and storing information on the internet and through blockchain and that SettleMint is not responsible and cannot be held liable for any loss of your data. User further acknowledges and agrees that SettleMint does not own or control any of the underlying software through which blockchain networks are formed nor, the case being, cryptocurrencies are created and transacted. In general, the underlying software for blockchain networks tends to be open source such that anyone can use, copy, modify, and distribute it. By accessing and using the Platform, you understand and acknowledge that SettleMint is not responsible for operation of the underlying software and networks that support blockchain and cryptocurrencies and that SettleMint makes no guarantee of functionality, security, or availability of such software and networks.
10.1.3. Forks. The underlying protocols are subject to sudden changes in operating rules, and third parties may from time to time create a copy of a digital asset network and implement changes in operating rules or other features ("Forks") that may result in more than one version of a network (each, a "Forked Network"). You understand and acknowledge that Forked Networks are wholly outside of the control of SettleMint. In the event of a Fork, you understand and acknowledge that SettleMint may temporarily suspend services on the Platform and SettleMint Platform Apps (with or without advance notice to you) while we determine, at our sole discretion, if and which Forked Network(s) to support.
10.2. By User
You represent and warrant to SettleMint that (a) you have the authority to enter into this binding agreement personally, (b) that you are liable for any User Data and that this User Data is accurate and truthful and shall not (i) infringe any Intellectual Property Rights of third parties; (ii) misappropriate any trade secret; (iii) be deceptive, defamatory, obscene, pornographic or unlawful; (iv) contain any viruses, worms or other malicious computer programming codes intended to damage the Platform or data; or (v) otherwise violate the rights of a third party, (c) that you and all transactions initiated by you will comply with all rules and regulations applicable to such transaction, (d) you are solely responsible for the SettleMint Platform Applications created by you on the Platform and (e) you will not use the Platform, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of the Platform. If SettleMint determines you have used the Platform for a fraudulent, unauthorized, illegal or criminal purpose, you hereby authorize SettleMint to share information about you, your Account or your access to the Platform with the competent authorities. You agree that any use of the Platform contrary to or in violation of these representations and warranties shall constitute unauthorized and improper use of the Platform for which SettleMint cannot be held liable.
11.1. By SettleMint
SettleMint shall defend and indemnify you as specified herein against any founded and well-substantiated claims brought by third parties to the extent such claim is based on an infringement of the Intellectual Property Rights of such third party by the Platform and excluding any claims resulting from (i) your or any third party's unauthorized use of the Platform, (ii) your or any third party's use of the SettleMint Platform Apps, (iii) your failure to use the most recent version of the Platform made available to you, or your failure to install any corrections or updates to the Platform issued by SettleMint, if SettleMint indicated that such update or correction was required to prevent a potential infringement, (iv) Third Parties Services, or (v) your use of the Platform in combination with any non-SettleMint products or services.
Such indemnity obligation shall be conditional upon the following: (i) SettleMint is given prompt written notice of any such claim; (ii) SettleMint is granted sole control of the defense and settlement of such a claim; (iii) upon SettleMint's request, the User fully cooperates with SettleMint in the defense and settlement of such a claim, at SettleMint's expense; and (iv) the User makes no admission as to SettleMint's liability in respect of such a claim, nor does the User agree to any settlement in respect of such a claim without SettleMint's prior written consent. Provided these conditions are met, SettleMint shall indemnify the User for all damages and costs incurred by the User as a result of such a claim, as awarded by a competent court of final instance, or as agreed to by SettleMint pursuant to a settlement agreement.
In the event the Platform, in SettleMint's reasonable opinion, is likely to or become the subject of a third-party infringement claim (as per this section 11.1.), SettleMint shall have the right, at its sole option and expense, to: (i) modify the (allegedly) infringing part of the Platform so that it becomes non-infringing while preserving materially equivalent functionalities; (ii) obtain for the User a license to continue using the Platform in accordance with these Terms of Service; or (iii) terminate the Terms of Service for that portion of the Platform which is the subject of such infringement.
The foregoing states the entire liability and obligation of SettleMint and the sole remedy of the User with respect to any infringement or alleged infringement of any Intellectual Property Rights caused by the Platform or any part thereof.
11.2. By User
You hereby agree to indemnify and hold harmless SettleMint and its current and future affiliates, officers, directors, employees, agents and representatives from each and every demand, claim, loss, liability, or damage of any kind whatsoever, including reasonable attorney's fees, whether in tort or in contract, that it or any of them may incur by reason of, or arising out of, any claim which is made by any third party with respect to (i) any breach or violation by you of any provisions of these Terms of Service or any other instructions or policies issued by SettleMint; (ii) any data violating any Intellectual Property Rights of a third party and (iii) fraud, intentional misconduct, or gross negligence committed by you.
12. PRIVACY STATEMENT
SettleMint recognizes and understands the importance of your privacy and wants to respect your desire to store and access personal information in a private and secure environment. Please note that SettleMint has to be considered as the Data Processor and the User as the Data Controller for the processing of any Personal Data in accordance with the EU Regulation 2016/679 together with the codes of practice, codes of conduct, regulatory guidance and standard clauses and other related legislation resulting from such Regulation, as updated from time to time (the "General Data Protection Regulation"), via the Platform or any part thereof. Please note that SettleMint shall only process any Personal Data relating to you on the documented instructions from the Data Controller and takes appropriate technical and organizational measures against any unauthorized or unlawful processing of your Personal Data or its accidental loss, destruction or any unauthorized access thereto. In the event you as a User request SettleMint of a copy, correction, deletion of the Personal Data or you want to restrict or object to the processing activities, you shall inform SettleMint of such request within two (2) calendar days. SettleMint shall, as Data Processor, provide the User with full details of such request, objection or restriction of the User, together with a copy of the Personal Data held by SettleMint. We shall not use your Personal Data for any other purpose than instructed by the Data Controller and allowing you to make use of the features of the Platform. For the purpose of these Terms of Service, "Data Controller", "Data Processor" and "Personal Data", shall have the meaning given thereto in the Data Protection Regulation.
13. TERMS AND TERMINATION
13.1 The term of this Agreement will commence on the Effective Date and remain in effect as long as subscription and usage fees are paid, unless terminated earlier in accordance with section 13.3. The termination of this Agreement can be requested by you at any time, upon which you will pay the outstanding balance, after which there will be no further charges.
13.2. SettleMint will not be liable to you for compensation, reimbursement, or damages in connection with any termination or suspension of the use of the Platform. Any termination of these Terms of Service does not relieve Users from any obligations to pay Fees or costs accrued prior to termination and any other amounts owed by you to SettleMint as provided in these Terms of Service.
13.3. Termination for breach SettleMint may terminate with immediate effect these Terms of Service and your right to access and use of the Platform (i) if SettleMint believes or has reasonable grounds to suspect that you are violating these Terms of Service (including but not limited to any violation of the Intellectual Property Rights of SettleMint) or any other guidelines or policies issued by SettleMint or (ii) if you are suspended for non-payment for more than 30 (thirty) days.
13.4. Effects of termination Upon the termination of these Terms of Service for any reason whatsoever in accordance with the provisions of these Terms of Service, at the moment of effective termination: (i) you will no longer be authorized to access or use the Platform; (ii) SettleMint shall sanitize and destroy the Personal Data related to your Account, including but not limited to the data on the Platform within thirty (30) calendar days upon termination of these Terms of Service in a secure way that ensures that all Personal Data is deleted and unrecoverable. Personal Data that needs to be kept to comply with relevant legal and regulatory retention requirements may be kept by SettleMint beyond expiry of the period of thirty (30) calendar days as long as required by such laws or regulations, and (iii) all rights and obligations of SettleMint or the User under these Terms of Service shall terminate, except those rights and obligations under those sections specifically designated in section 14.7. Upon written request submitted by the User to SettleMint no later than fourteen (14) calendar days prior to the termination of the agreement, SettleMint shall provide the User, immediately prior to the sanitization and destruction thereof, with a readable and usable copy of the Personal Data and/or the systems containing Personal Data.
13.5. Outstanding Fees. Termination shall not relieve you of the obligation to pay any fees payable to SettleMint prior to the effective date of termination. In the event of termination by SettleMint pursuant to Section 13.3, all amounts payable by you under this Agreement will become immediately due and payable.
14.1. Force Majeure
SettleMint shall not be liable for any failure or delay in the performance of its obligations with regard to the Platform if such delay or failure is due to causes beyond our control due including but not limited to acts of God, war, pandemic, strikes or labor disputes, embargoes, government orders, telecommunications, network, computer, server or Internet downtime, unauthorized access to SettleMints' information technology systems by third parties or any other cause beyond the reasonable control of SettleMint (the "Force Majeure Event"). We shall notify you of the nature of such Force Majeure Event and the effect on our ability to perform our obligations under these Terms of Service and how we plan to mitigate the effect of such Force Majeure Event.
If any provision of these Terms of Service is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms of Service will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
Any failure to enforce any provision of the Terms of Service shall not constitute a waiver thereof or of any other provision.
You may not assign or transfer these Terms of Service or any rights or obligations to any third party. SettleMint shall be free to (i) transfer or assign (part of) its obligations or rights under the Terms of Service to one of its affiliates and (ii) to subcontract performance or the support of the performance of these Terms of Service to its affiliates, to individual contractors and to third party service providers without prior notification to the User.
All notices from SettleMint intended for receipt by you shall be deemed delivered and effective when sent to the email address provided by you on your Account. If you change this email address, you must update your email address on your personal settings page.
Sections 5, 9, 10, 11 shall survive any termination or expiration of these Terms of Service.
14.7. Governing law and jurisdiction
These Terms of Service shall be exclusively governed by and construed in accordance with the laws of Belgium, without giving effect to any of its conflict of law principles or rules. The courts and tribunals of Leuven shall have sole jurisdiction should any dispute arise relating to these Terms of Service.