Last Updated: August 15, 2019
These Terms of Service (“Terms”) apply to your access to and use of the websites, applications, cloud-hosted products and services, application programming interface (“API”) materials, and web portals (collectively, our “Services”) that Bloq, Inc. (“Bloq” or “we,” “us,” or “our”) provides to you as a customer (“Customer” or “you” or “your”).
PLEASE READ THESE TERMS CAREFULLY. BY DOWNLOADING, CLICKING ACCEPT, OR BY ACCESSING OR USING ANY OF THE SERVICES OR API MATERIALS, YOU AGREE TO BE BOUND BY THESE TERMS (“TERM COMMENCEMENT”). IF YOU DO NOT AGREE TO THESE TERMS, INCLUDING THE MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER IN SECTION 17, DO NOT ACCESS OR USE OUR SERVICES.
1. General Use
(a) You must be at least 18 years of age to access or use our Services, and by entering into these Terms, you represent that you are at least 18 years of age or older. If you are accessing or using our Services on behalf of another company or other legal entity, you represent that you are authorized to accept and bind that company or legal entity to these Terms.
(b) We may make changes to these Terms from time to time. If we make changes, we will use commercially reasonable efforts to provide advance notice of the changes, and we will post the amended Terms to our website and update the “Last Updated” date above. We may also attempt to notify you by sending an email notification to the address associated with your account or providing notice through our Services. Unless we say otherwise in our notice, the amended Terms will be effective immediately and your continued access to and use of our Services will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop accessing and using our Services.
(c) These Terms govern Bloq’s provision of its “Connect” and “Nodes” Services. “Connect” provides blockchain APIs (REST and WebSocket) for real-time connectivity to popular blockchain networks and access to blockchain data services (e.g., indexed blockchain data), and “Nodes” allows you to spin up private Nodes to access popular blockchain networks, each as may be further described on our website. These Services may contain errors or inaccuracies that could cause failures, delays, corruption, or loss of data, and you assume sole responsibility in connection with your use of any such Services. Bloq is not obligated to provide any maintenance, technical, or other support for such Services. You agree that upon request, you will provide Bloq with Feedback regarding the Beta Services.
2. Defined Terms
Capitalized terms have the meanings provided below or in the context where they are first used in these Terms.
(a) “Analytics Data” means information gathered, prepared, computed, originated, or stored by Bloq resulting from the use or provision of the Services. Analytics Data may include information derived from or based on Customer Data that is used only in aggregated or anonymized form.
(b) “API Key” means the unique string of alphanumeric digits required to access the Services that Bloq provides Customer for use in the Customer Application.
(c) “API Materials” means the application programming interface (“API”) Documentation, the API Key, programming instructions, tools, protocols, and sample code.
(d) “Authorized Users” means Customer’s officers, employees, consultants, and/or agents performing services for or on Customer’s behalf that are permitted by Customer to use the Services with log-in rights and access credentials.
(e) “Billing Period” means in the case of Services purchased on a subscription basis the full period of a Subscription Term corresponding to Customer’s use of a Service that is subject to Fees and in any case where Bloq expressly agrees to permit you to activate a Service plan other than a subscription plan means each 30-day period corresponding to Customer’s use of a Service that is subject to Fees.
(f) “Blockchain Data” means any information or data directly or indirectly extracted or computed from the blockchain and reported in response to a Customer query to the Services.
(g) “Bloq Data” means any information, data, or content that Bloq provides Customer as part of the Services, excluding all Blockchain Data.
(h) “Bloq Technology” means Bloq’s proprietary software, websites, algorithms, workflows, methodologies, designs, processes, and other technology.
(i) “Confidential Information” means the Bloq Technology, API Materials, Documentation, and Bloq Data.
(j) “Customer Application” means any software application Customer develops using the API Materials to access one or more Services.
(k) “Customer Data” means any information, instructions, data, content, and/or files Customer is permitted to post or transmit in connection with Customer’s use of the Services, if any.
(l) “Documentation” means any user manuals and any other instructional, technical, or training materials or documentation that are provided to Customer in printed form, via Bloq’s website and/or through the Bloq online portal, as may be updated by Bloq from time to time.
(m) “Fees” means the fees payable for the applicable Services as set forth in the Pricing Schedule that Bloq makes available from time to time.
(n) “Intellectual Property Rights” means all patents, copyrights, moral rights, trademarks, trade names, service marks, trade dress, trade secrets and any other form of intellectual property rights now or hereafter recognized in any jurisdiction, including applications and registrations for any of the foregoing.
(o) “Malicious Code” means any files, scripts, agents, code, or programs that are designed, intended to, or have the effect of disrupting, damaging, or interrupting the Services, the data contained therein, including any viruses, worms, time bombs, Trojan horses, and other malicious code.
(p) “Node” means an individual database instance in a blockchain containing a copy of the full ledger of such database, and capable of validating transactions within such database.
(q) “Payment Card” means a credit card, a debit card, or a pre-paid card, in each case denominated in fiat currency.
(r) “Subscription Term” means, for Services provided on a subscription basis, the period of time from the commencement of the stated term of such subscription for the particular Service purchased by Customer until the stated expiration date thereof and any renewal term of such Subscription Term or if such subscription plan is terminated prior to its expiration date then from the date of such commencement until the earlier of the date (a) Customer affirmatively terminates its use of that Service or (b) the Service is terminated by Bloq, in each case, as provided by these Terms.
3. User Accounts and Account Security
You will need to establish a customer account with Bloq to access the Services and online portal. You must provide true, complete, and accurate account information and promptly update this information if it changes. Only Authorized Users appointed by Customer are entitled to use the Services under these Terms. You must not share your access credentials with another party and must maintain the security of your account by implementing adequate security measures to safeguard your access credentials. You will promptly notify us if you discover or suspect that someone has accessed your account without your permission. You are responsible for all activities that occur in connection with your account and accept all risks of unauthorized access.
4. Privacy
Please refer to our Privacy Policy at bloq20com.local/privacy for information on how we collect, use, and disclose information about you. By agreeing to these Terms, you also agree to our Privacy Policy.
5. Use of the Services
(a) Bloq grants you a limited, non-exclusive, non-transferable, revocable right to access and use the Services and any Documentation for the applicable Subscription Term, solely in accordance with these Terms, for your own internal, business purposes. Bloq will use commercially reasonable efforts to provide the Services in material conformance with these Terms.
(b) Bloq may make modifications to the Services or Documentation or particular components of the Services from time to time and will use commercially reasonable efforts to notify you of any material modifications. Bloq reserves the right to discontinue offering the Services at the end of the then-current Subscription Term for such Services. Bloq will not be liable to you nor to any third party for any modification of the Services as described in this Section.
6. Use of API Materials
If Bloq provides you with access to its API Materials, this Section 6 will also apply to your use of the API Materials.
(a) Subject to these Terms, and solely for the applicable Subscription Term, Bloq hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the API Materials solely to (i) use the API Materials to develop the Customer Application at your sole expense and (ii) access the Services using the Customer Application to receive Blockchain Data and/or Bloq Data and/or to send Customer Data (as applicable based on the Services). Bloq may limit API calls from the Customer Application if Bloq determines in its reasonable judgment the number of API calls is excessive or constitutes abusive usage.
(b) Bloq reserves the right to change, update, enhance, revise, or discontinue the API Materials, at any time. If any such change, update, enhancement, revision, or discontinuation would, in the reasonable determination of Bloq adversely affect your access to or use of the Services, Bloq will use commercially reasonable efforts to provide you advance prior written notice. Bloq’s change, update, enhancement, or revision to or discontinuation of the API Materials may require you to update the Customer Application to continue functioning properly with the Services. Bloq will have no liability to you for any changes to the API Materials as described in this paragraph.
(c) You will not: (i) reproduce, distribute, or otherwise make the API Materials available to any third party; (ii) modify, improve, or create any derivative works of the API Materials except as necessary to develop your Customer Application for the purposes set forth in these Terms; (iii) introduce into the Services any Malicious Code through your Customer Application; (iv) access the Services and/or API Materials in order to build a similar or competitive product.
7. Bloq Nodes
If Bloq provides you with access to the Nodes Services, this Section 7 will also apply to your use of the Nodes Services.
(a) Customer will be responsible for the following: (i) selecting a version of the Node software and a pre-defined configuration option to run the software; (ii) starting up a Node; (iii) shutting down the Node by cancelling Service for that Node; and (iv) monitoring the Node until the end of the applicable Subscription Term for that Node.
(b) Bloq will be responsible for the following: (i) providing recent (based on Bloq’s judgment) Node software for Customer to run; (ii) providing a Node with recently synchronized blockchain data (subject to the time required for the blockchain to complete synchronization); and (iii) providing access to the Node through APIs. Bloq reserves the right to blacklist certain APIs at its discretion.
8. Term and Termination
(a) These Terms become effective as of the Term Commencement, and your access and use of the Services will continue for the relevant Subscription Term. You may affirmatively terminate your subscription to a Service at any time by using the cancellation function provided for that Service. Non-use of a Service, irrespective of the duration of non-use, will not serve to terminate your subscription, and you will be responsible for all Fees incurred. You will not be entitled to, and Bloq shall not issue or pay, a refund for any subscription Services in the event that your subscription is terminated (either by you or otherwise) prior to the expiration of the subscription period.
(b) Bloq may terminate these Terms or your access or use rights to any Service at any time for any reason upon fifteen days’ written notice to you.
(c) Upon termination of a Subscription Term, all use rights and licenses for the applicable Service will automatically terminate, and you will immediately cease all use of the terminated Services and any associated API Materials, Documentation, and Bloq Technology. In the case where Bloq extends credit or expressly agrees to permit you to activate a Service plan other than a subscription plan, promptly following any termination, Bloq will invoice you for any Services used prior to the effective date of termination and payment of such invoice together with any other any unpaid Fees will be due and payable upon your receipt of the invoice.
(d) Bloq may suspend or limit access to the Services at any time: (i) if Bloq reasonably determines that you are using the Services in violation of applicable law or Section 11 (Restrictions and Acceptable Use); (ii) if Bloq reasonably determines that your use of the Services adversely affects or interferes with service to others in a material manner; (iii) if Bloq is prohibited or restricted by an order of a court or other governmental authority from providing the Services; (iv) for your non-payment of any Fees due and payable to Bloq hereunder within 10 days of the date on which payment is due under Section 9; or (v) if there exists a critical security incident that materially threatens the security of the Services. Bloq will have no liability for any damages, liabilities, or losses as a result of any suspension or limitation of your use of the Services in accordance with this paragraph.
(e) Upon termination or expiration of these Terms, all rights granted to you under these Terms will immediately cease, and the following provisions will survive: Sections 1, 4, 9 (for fees due and payable), and 11 through 19.
9. Fees and Payment Terms
(a) The Fees for each of the Services are as set forth in the Pricing Schedule. Unless otherwise expressly agreed by Bloq at the time of activation of an account and the related Service plan selection, all Services are provided solely on a subscription basis and the amount due for such subscription shall be due and payable prior to the commencement of the Subscription Term for the subscription plan selected by you. If you shall fail to pay the amount due for such subscription prior to the commencement of such Subscription Term, such Subscription Term shall be deemed terminated by Bloq effective upon the commencement of such Subscription Term and Bloq shall not be required to provide any further Services to you. In the case of any Service plan selected by you where Bloq expressly agrees that such Service plan may be other than a subscription plan (a “Non-Subscription Plan”), any Fees for Services based on an hourly rate will be rounded up to the nearest hour and in such case (i) for the avoidance of doubt, any use of such Services that is less than one hour will be calculated as a full hour of use, and (ii) any Service that involves your use of Bloq Nodes will incur a minimum charge for 24 hours and will be charged on a per-hour basis thereafter. You will be billed for each Billing Period during the term of such Non-Subscription Plan.
(b) Bloq may extend credit to certain customers or expressly agree to permit you to activate a Non-Subscription Plan and either in such case Bloq will permit you to pay for Services at the end of each Subscription Term or Billing Period. In the case where Bloq extends credit or expressly agrees to permit you to activate a Non-Subscription Plan, at the end of each Subscription Term or Billing Period, Bloq will invoice you for the Services used or consumed during such Subscription Term or Billing Period. You will pay each Bloq invoice within 15 days of the invoice date. All payments both for subscription Services and for Services where Bloq has extended credit to you or permitted you to activate a Non-Subscription Plan: (i) are non-cancelable and nonrefundable unless otherwise expressly stated in these Terms; (ii) will be made in fiat currency or digital currency by Payment Card or digital wallet; and (iii) are exclusive of all taxes and duties, which will be paid solely by you (other than taxes based on Bloq’s net income). Bloq may assess a late charge of the lesser of 1.5% per month or the maximum rate allowed under applicable law for all late payments. You will not be entitled to, and Bloq shall not issue or pay, a refund for any subscription Services in the event that your subscription is terminated (either by you or otherwise) prior to the expiration of the subscription period.
(c) Upon Bloq’s prior approval, you may use a Payment Card to pay Fees due. Bloq offers use of a Payment Card as a convenience to its customers and uses a third-party payment processor to process payment transactions on its behalf. By enabling payment by Payment Card, you (i) agree to be bound by the separate terms and conditions applicable to the third-party payment processing services; and (ii) authorize Bloq to have the payment processor charge or debit the Payment Card provided by you on a recurring basis in the amount of the Fees owed and will pay for all associated payment processing fees. You acknowledge and agree that all Customer information submitted in connection with your Payment Card is separately collected, processed, and stored by the payment processor and is subject to the payment processor’s posted privacy policy. Bloq will not be responsible for and will have no liability in respect of any services provided by the payment processor.
10. Customer Responsibilities
(a) Customer understands that the technical processing and transmission of Customer Data is required for certain Services. Customer is responsible for obtaining and maintaining, at Customer’s sole cost and expense, any hardware, equipment, software, and all Internet or network connections required to access or use the Services. Customer expressly consents to Bloq’s storage, processing, and transmission of Customer Data as needed to provide the Services, and Customer acknowledges and understands that this may involve transmission over the Internet and over various networks, only part of which may be owned and/or operated by Bloq. Bloq is not responsible for Customer Data which is delayed, lost, altered, intercepted, or stored during transmission across networks not owned and/or operated by Bloq, including, the Internet and Customer’s local network.
(b) Customer will use reasonable security precautions and employ administrative, physical, and/or technical safeguards in view of Customer’s use of the Services and the customer portal. Customer will reasonably cooperate with Bloq’s investigations into Service outages, security problems, and/or suspected breaches of these Terms or Customer’s account.
(c) Customer will take commercially reasonable actions and precautions to prevent the introduction and proliferation of Malicious Code into the Services, and Customer will neither insert nor permit the insertion or introduction of any Malicious Code into the Services. Bloq may immediately suspend Customer’s access to the Services if Bloq detects Malicious Code or reasonably suspects that Malicious Code was introduced by Customer or through the use of Customer’s Access Credentials.
(d) Customer acknowledges and agrees that Bloq exercises no control over the Customer Data and Customer is solely responsible for the creation, content, maintenance, use, and claims relating to any Customer Data. Bloq will have no liability for any Customer Data Customer sends or posts to the Services.
(e) Customer will comply with all applicable federal, state, and local laws, regulations, rules, orders, licenses, permits, and other governmental requirements in Customer’s use of the Services, Documentation, Bloq Data, Blockchain Data and API Materials. Without limiting the foregoing, you will comply with all applicable laws regarding the export of items, software or technology, including ensuring that: (a) no equipment, technical data or software received from Bloq is exported or re-exported to any country, person or entity in violation of any U.S. sanctions or export controls (including to any sanctioned or restricted entities); and (b) that anything received from Bloq is not used or re-exported for a prohibited use under applicable law. Further, you represent and warrant that you (i) are not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services, or that has been designated by the U.S. Government as a “terrorist supporting” country; (ii) have not been identified as a “Specially Designated National” by the U.S. Office of Foreign Assets Control or similar restrictions of any other country; (iii) have not been placed on the U.S. Commerce Department’s Denied Persons List or similar restrictions of any other country; and (iv) will not use any equipment, technical data or software received from Bloq if any applicable laws in your country prohibit you from doing so in accordance with this Agreement (such representation and warranty by you being referred to as the “Compliance Warranty”). Bloq shall not provide or be required to provide use of the Services, Documentation, Bloq Data, Blockchain Data and API Materials to any Customer where the Compliance Warranty would not be true in all respects as determined by Bloq in its sole and absolute discretion.
11. Restrictions and Acceptable Use
(a) You acknowledge that the Services and Bloq Technology contain trade secrets and other valuable proprietary information belonging to Bloq. You will not: (i) alter, copy, modify, translate, or make derivative works, or permit the alteration, copying, modification, translation, or making derivative works, of the Services, Bloq Technology, or any component thereof; (ii) attempt to derive the source code or object code for the Services or Bloq Technology, including by reverse engineering, decompiling, disassembling, or similar means; (iii) seek to acquire any ownership interest in or to the Services or Bloq Technology; (iv) license, sell, transfer, grant a subscription to, lease, or otherwise provide third parties with access to the Services or Bloq Technology or attempt any of the foregoing; (v) remove, alter, or obfuscate any copyright, trademark, or other proprietary rights notices included with the Services, API Materials, or Bloq Technology; (vi) access the Services or use the Bloq Technology or API Materials in order to build a similar or competitive product or service; or (vii) perform benchmarking or performance testing nor publicly disseminate performance information or analysis from any source relating to the Services.
(b) You may not use the Services: (i) to infringe on, violate, dilute, or misappropriate the Intellectual Property Rights or other proprietary right of a third party; (ii) to interfere with or attempt to interfere with or disrupt the integrity, security, functionality, or proper working of the Services; (iii) to participate in a denial-of-service attack on the Services or any Node to which the Services provide access; (iv) in a fraudulent or illegal manner; (v) to circumvent, disable, or impair any features of the Services or its APIs that provides or enhances security, restricts access, protects privacy, or monitors use; or (vi) to attempt to discover, access, read, alter, destroy, or damage any programs, data, or other information.
(c) None of the Services are designed for any use in a safety-critical system such that any malfunction or failure of a Service could cause serious personal injury or death or severe damage to property or the environment, and you are expressly prohibited from using the Services in any such systems, including: (i) life support machines or other life preserving medical devices or system; (ii) air traffic or aircraft navigation or communication systems; (iii) safety-critical control equipment for nuclear facilities; or (iv) safety-critical control systems for missiles or nuclear, biological, or chemical weapons.
12. Ownership Rights
(a) Subject to the use rights granted under these Terms, Bloq owns and retains all right, title, and interest in and to the Services, API Materials, Documentation, Bloq Technology, Bloq Data and all related Intellectual Property Rights. These Terms do not convey to Customer any rights of ownership in or related to the Services, API Materials, Documentation, Bloq Technology, or Bloq Data and except for the rights expressly granted in these Terms, no other rights are granted to Customer, whether by implication, estoppel, or otherwise.
(b) Customer owns and retains all right, title, and interest in and to the Customer Data and all Intellectual Property Rights therein.
(c) Customer acknowledges that any Blockchain Data provided by Bloq in connection with these Terms is public information and that Bloq has no ownership or control over it. Bloq is not responsible for, nor will it have any liability with respect to, the accuracy, completeness, correctness, performance, timeliness, or usefulness of any Blockchain Data.
(d) Notwithstanding anything to the contrary in these Terms, Bloq may generate, use, transfer and/or disclose to third parties Analytics Data to perform data analytics; to monitor and improve the Services; develop new products, services, and/or features; and for any other reasonable commercial purpose. Bloq owns and retains all rights to Analytics Data, and no rights are granted to Customer, whether by implication, estoppel, or otherwise in or to any Analytics Data.
13. Confidentiality
(a) You (i) will protect Confidential Information from unauthorized disclosure using at least a commercially reasonable degree of care; (ii) will not disclose Confidential Information to any third party; and (iii) will use the Confidential Information solely for the purpose of exercising your rights under these Terms. Promptly upon expiration or termination of these Terms, but no more than three days, you will return, or permanently erase or destroy at Bloq’s request, all materials or media constituting or containing any Confidential Information in your possession or control. These obligations will survive until five years from the date of the disclosure of such Confidential Information (except that with respect to Bloq’s trade secrets such obligations shall continue for so long as such trade secrets are entitled to legal protection under applicable law).
(b) You will not be liable for disclosure or use of any information which: (i) rightfully becomes publicly available other than by any breach of a duty to Bloq; (ii) rightfully became known to you before Bloq’s disclosure of such information; (iii) became known to you from a source other than Bloq where such source did not breach an obligation of confidentiality to Bloq; or (iv) is independently developed by you without use or reference to the Confidential Information. You may disclose the Confidential Information if required by law or court order, provided you promptly notify Bloq of such law or court order, and upon request, reasonably cooperates with Bloq in seeking confidential treatment of such Confidential Information or other appropriate relief from such law or order.
(c) You may from time to time voluntarily provide suggestions, enhancements, recommendations, requests for features or functionality, comments or other feedback (“Feedback”) to Bloq regarding the Services. Feedback, even if designated as “confidential” or “proprietary” by you, will not create any confidentiality or other obligation for Bloq, and you grant Bloq a royalty-free, fully paid-up, worldwide, transferable, sublicensable, irrevocable, perpetual license to use such Feedback for any purpose.
14. Indemnification
You will indemnify, defend, and hold harmless Bloq and its officers, employees, and agents harmless against any damages, liabilities, losses, costs, or expenses (including reasonable attorneys’ fees) based upon any third-party claim (a) arising from your breach of any of your obligations under these Terms; (b) resulting from your violation of law or illegal conduct, fraud, gross negligence, or willful misconduct; or (c) arising from your access or use of Blockchain Data or use of the Services.
15. WARRANTY DISCLAIMER
THE SERVICES, DOCUMENTATION, BLOQ DATA, BLOCKCHAIN DATA, AND API MATERIALS ARE PROVIDED “AS IS,” AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BLOQ HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SERVICES, DOCUMENTATION, BLOQ DATA, BLOCKCHAIN DATA, AND API MATERIALS, WHETHER STATUTORY, EXPRESS, OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. BLOQ DOES NOT WARRANT, AND SPECIFICALLY DISCLAIMS, THAT THE SERVICES WILL OPERATE UNINTERRUPTED OR THAT ALL TRANSACTIONS WILL BE COMPLETED OR TRANSMITTED SUCCESSFULLY, THAT THE SERVICES, BLOQ DATA, OR BLOCKCHAIN DATA WILL BE ERROR-FREE, OR THAT ALL DEFECTS WILL BE CORRECTED. BLOQ MAKES NO WARRANTY CONCERNING TIMELINESS, SPEED, PERFORMANCE, QUALITY, ACCURACY, RELIABILITY, COMPLETENESS OF ANY DATA, ANY RESULTS OBTAINED OR DERIVED THROUGH THE USE OF THE SERVICES, BLOCKCHAIN DATA, OR BLOQ DATA, OR THAT THE SERVICES, BLOCKCHAIN DATA, OR BLOQ DATA WILL MEET CUSTOMER’S REQUIREMENTS.
16. LIMITATION OF LIABILITY
IN NO EVENT WILL: (A) BLOQ BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, OR INCIDENTAL DAMAGES, REGARDLESS OF THE FORM IN WHICH THE ACTION IS BROUGHT (INCLUDING NEGLIGENCE), ARISING OUT OF OR RELATING TO THESE TERMS, INCLUDING CLAIMS FOR LOSS OF DATA, INTERRUPTION OF SERVICES, OR LOSS OF BUSINESS, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES, AND (B) BLOQ’S TOTAL LIABILITY UNDER THESE TERMS, REGARDLESS OF LEGAL THEORY OR CAUSE OF ACTION, EXCEED, IN THE AGGREGATE, THE VALUE OF THE FEES PAID OR PAYABLE TO BLOQ UNDER THE APPLICABLE SERVICE GIVING RISE TO THE CLAIM DURING THE SIX-MONTH PERIOD PRECEDING THE DATE ON WHICH THE CLAIM ARISES.
17. Dispute Resolution; Binding Arbitration
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH BLOQ AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
Except for small claims disputes in which you or Bloq seek to bring an individual action in small claims court located in the county of your billing address or disputes in which you or Bloq seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and Bloq waive your rights to a jury trial and to have any dispute arising out of or related to these Terms or our Services resolved in court. Instead, all disputes arising out of or relating to these Terms or our Services will be resolved through confidential binding arbitration held in Chicago, Illinois in accordance with the Streamlined Arbitration Rules and Procedures (“Rules“) of the Judicial Arbitration and Mediation Services (“JAMS“), which are available on the JAMS website and hereby incorporated by reference. You either acknowledge and agree that you have read and understand the rules of JAMS or waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.
YOU AND BLOQ AGREE THAT ANY DISPUTE ARISING OUT OF OR RELATED TO THESE TERMS OR OUR SERVICES IS PERSONAL TO YOU AND BLOQ AND THAT ANY DISPUTE WILL BE RESOLVED SOLELY THROUGH INDIVIDUAL ARBITRATION AND WILL NOT BE BROUGHT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER TYPE OF REPRESENTATIVE PROCEEDING.
You and Bloq agree that these Terms affect interstate commerce and that the enforceability of this Section 17 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA“), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual. You and Bloq agree that for any arbitration you initiate, you will pay the filing fee and all JAMS fees and costs. If Bloq initiates arbitration, Bloq will pay the filing fee and all JAMS fees and costs. You and Bloq agree that the state or federal courts of the State of Illinois located in Chicago have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.
Any claim arising out of or related to these Terms or our Services must be filed within one year after such claim arose; otherwise, the claim is permanently barred, which means that you and Bloq will not have the right to assert the claim.
You have the right to opt out of binding arbitration within 30 days of the Term Commencement by sending us written notice of your request to opt out of binding arbitration to the notice address provided in Section 19 below. In order to be effective, the opt out notice must include your full name and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 18.
18. Governing Law and Venue
These Terms and your access to and use of our Services will be governed by, construed, and enforced in accordance with the laws of Illinois, without regard to conflict of law rules or principles that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved exclusively in the state or federal courts of the State of Illinois, respectively, sitting in Chicago, Illinois.
19. General Provisions
You may not assign your rights or obligations under these Terms, in whole or in part, directly or indirectly, by operation of law or otherwise to a third party without the prior written consent of Bloq. Each party is as an independent contractor to each other and will have no authority to bind the other party. Any waiver or modification of these Terms must be in writing and signed by Bloq to be effective. Each party is excused from performance of these Terms (other than for any payments due from Customer) and will not be liable for any delay in whole or in part caused by any event or circumstance beyond the reasonable control of a party, including natural catastrophes, governmental acts, war, terrorism, labor strikes or difficulties, interruptions or failure of the Internet, failures of third-party network connections, or service outages of third-party service providers. If any provision of these Terms is determined to be invalid, unenforceable, or otherwise illegal, such provision will be deemed restated, in accordance with applicable law, to reflect as nearly as possible the original intentions of the parties, and the remainder of the Agreement will be in full force and effect. The headings of these Terms are for reference only and will not be used to interpret the meaning of these Terms. Any reference to “includes” or “including” will be understood to be exemplary and not limiting and followed by “but not limited to.” Any delay or failure to exercise any right under these Terms or any law does not constitute a waiver of that right in the future. These Terms constitute the entire agreement between the parties relating to its subject matter and supersedes all prior oral or written communications and agreements between the parties. All notices under these Terms must be sent in writing, via certified mail, or email followed by mail, by a party to the other party. Notices to Customer will be sent to the address associated with the Customer account. Notices to Bloq must be sent to: Bloq, Inc., 330 North Wabash Avenue, 23rd Floor, Chicago, IL 60611, Attn: Bloq/BloqCloud Team. Notices will be deemed given on receipt by the applicable party.