The following terms and conditions govern all use of Gate2Chain Ltd.’s content, services and products available at or through the website [www.gate2chain.com] (henceforth the "Website"). The Website is owned and operated by Gate2Chain Ltd., a company incorporated in the United Kingdom under registration number 12326735 with its registered office address at 18 Soho Square, London,England, W1D 3QL (henceforth "G2C", "We" or "Us"). These terms and conditions constitute a binding agreement (henceforth "Agreement") between you (henceforth "You") and Us (each party may henceforth also be referred to as"Party" or together the"Parties").
Please read the Agreement carefully before accessing or using the Website or any products or services offered through the Website. By accessing or using any part of the Website, You agree to become bound by the Agreement. If You do not agree to all the terms and conditions of the Agreement, then You may not access the Website nor use any of the products or services offered hereunder. The Website is available only to individuals who are at least 18 years old.
We provide specialist services for projects that are built over distributed systems, also known as a blockchain (distributed digital ledger). We provides new business model design as well as offering software (SaaS) and technology as a services (TaaS) in order to create and operate new products. Over our Website, We offer a software library ("Library") along with a range of modular tools used to build applications over the blockchain.This library, along with a support team, can be utilised to custom design and integrate applications and business layers. We are willing to grant You a right of access to and to use the Library over the Website and to provide further, related services under the terms and conditions set forth in the Agreement.
In addition to any other definitions set forth above or below in this Agreement, or except as expressly provided otherwise in this Agreement, the following words shall have the following meaning:
a) "Agreement" means these terms and conditions;
b) "Confidential Information" means any information or data that is not readily available in the public domain provided by one Party to the other Party, including any information regarding to its activities, finances, commercial strategies, trade secrets, documents, source codes, business plans, databases, statistical information, algorithms, Technology, reports, memoranda, know-how or technology, whether or not marked "Confidential". Confidential Information may be communicated in writing, orally or electronically;
c) "Documentation" means the documentation for the Library as set forth in further detail in Annex 1.
d) "Intellectual Property Rights" means and an all intellectual property rights wherever in the world, whether registrable or not registrable, registered or unregistered, including any application or right of application for such rights, including: authors’ rights, copyrights, where software copyrights are concerned both the source code version as well as the object code version, related rights, database rights, designs, trade secrets, know-how, algorithms, business names, trade names, trademarks, goodwill, service marks, passing off rights, unfair competition rights, utility, patents, utility models, semi-conductor topography rights, domain names, and any rights in any of the foregoing;
e) "Know How" shall mean any and all technical data, information, materials, trade secrets, technology, formulas, processes, and ideas, in any form in which the foregoing may exist;
f) "Library" means the software library ("Library") along with a range of modular tools used to build applications over the blockchain developed by Licensor as further explained in Annex 1;
g) " Fee" means the amount(s) that the Parties have agreed in writing shall be payable by You to Us in respect of this Agreement as further specified in Section 7.
In order to enjoy access to and all benefits of the Website and the Library, You must open an own user account. If You create a user account, You are responsible for maintaining the security of your account and are responsible for all activities that occur under your account. Should You gain notice of any unauthorized use of your account or other breaches of security, You must inform us immediately. We are not responsible or liable for any damages caused by your acts or omissions to safeguard your user account. We are entitled to suspend access to our Website and the Library should We, in our own discretion, gain notice that your user account is not secure.
4.1 We grant You a right to access and use the Library and developer tools specified in Annex1 (including all software features and any Intellectual Property Rights contained therein) through the control panel for purposes of developing own applications and to use them in their own (or other third party-) offerings.
4.2 This grant is non-exclusive and non-assignable (unless with our prior written consent).
4.3 The license is granted for the following territory/ies: Worldwide.
4.4 You are free to use Library for development of your own applications, websites or other platforms and integration in your own offerings (downstream use of Library permitted). However, You may not sub-license the Intellectual Property Rights or Know-How in the Library as such, i.e. in an isolated manner, to third parties. This is the property of G2C and it shall remain open to use by all participants and developers active on our Website.
You may use the Library as a basis to build your own applications, websites or other platforms and integration into your own offerings. You shall retain any and all Intellectual Property Rights in your own applications. They shall be considered your own property.
Implementation services may be agreed in further detail between the Parties, if and to the extent that such implementation is necessary and cannot be achieved by You alone based on the instructions on our Website and/or support feeds, which We provide from time to time. For this purpose, the Parties may enter into separate implementation service orders.
We only provide basic self-service support to resolve general issues relating to your account and your use of the Library. This support includes (i) resources and documentation made available through the current online-support pages, (ii) updates/feeds and/or (iii) other pages on the Website. Should You have questions after reviewing the information referenced above, You may contact Us. Further support will only provided if We agree on it in a separate agreement.
You are solely responsible for providing support to your customers regarding product or service delivery, support, returns, refunds, and any other issues related to your products and/or services or other business activities. We are not responsible for providing support to your Customers unless We agree to do so in a separate agreement.
8.1 You shall pay a monthly fee for the grant of access to and right to use the Library and basic support based on the following levels of membership:
- Developer: 1 application and 10'000 transactions per month max. Price: 49 Euro per month.
- Team: 3 applications. 100'000 transactions per month. Price: 490 Euro per month.
- Corporate: Unlimited amount of applications and unlimited amount of transactions per month. Price is agreed on a case by case basis per month dependent on the company's needs.
8.2 You shall pre-pay the monthly fee in advance via Credit Card or other suitable online payment system designated by Us. Pre-payments are required before gaining access to and using the Library and non-refundable. We are entitled to suspend your access to the Website and the Library, if your monthly fee cannot be charged/processed by us until the monthly fee is wired to our account.
8.3 Should the parties agree on implementation project services in a separate agreement the fees established therein shall govern.
If You use the Library to post material onto your website, applications and/or platform or within your system environment, place links or otherwise make (or allow any third party to make) material available (henceforth "Content"), You are entirely responsible for the content of, and any harm or possible damages resulting therefrom. By making Content available, You represent and warrant that such Content is not in any way harmful, pornographic nor contain threats or incite violence and does not violate privacy rights of any third party or public policy. We are not responsible for any of your Content posted and are entitled to suspend your access to the Website and the Library should We, in our own discretion, find that your Content is harmful. You shall indemnify and hold us harmless from any and all third party claims raised against us based on an alleged harmful Content posted by You, including damages and costs (and reasonable attorneys' fees).
10.1 We represent and warrant that We are the owner of the Intellectual Property Rights embodied in the Library specified in Annex 1 and entitled to grant the right of access and use under this Agreement and that the Intellectual Property Rights do not infringe third-party rights in your jurisdiction.
10.2 If You are threatened or sued based on an alleged infringement of third party rights by using the Library specified in Annex 1, You must immediately notify us. Should You notify Us in appropriate time, We will reasonably support You in the defence of your claims, it being understood that You may not approve any settlement or acknowledge any claims vis-à-vis that third party without our prior written consent. If possible, under applicable local procedural laws, We have the option of joining and assuming the defence before the competent local courts. The costs of litigation and compensation to third parties are borne by each party itself. If a violation of third party rights has been finally established by the court, We owe compensation of these costs to You. In case of a continuing impediment to You by third party rights, We may, at your option, (i) change or alter the technical knowledge embodied in the Library as specified in Annex 1 in such a manner that it no longer infringes third party rights, (ii) reduce the licensing fee appropriately or (iii) either Party may terminate the agreement for cause.
10.3 We will indemnify and hold You harmless for finally adjudicated costs, damages and expenses (including reasonable attorney's fees), subject to the following conditions: (1) You have notified Us immediately about third party claims raised or alleged;(2) You offer Us full control over the defence and settlement of claims; and (3) You offer Us all available information, which may be relevant for the defence of the case.
10.4 Notwithstanding the above, We hereby exclude any and all warranties regarding the suitability or merchantability of the Library specified in Annex 1 and of any of your own applications built based on the Library specified in Annex 1.
10.5 If, for whatever reason, the Intellectual Property Rights in the Library specified in Annex 1 are declared void, the validity of this Agreement shall not be affected. You, however, shall be entitled to terminate the Agreement within three months. Paid fees cannot be reclaimed.
You shall immediately notify Us of any and all violations of the Intellectual Property Rights in the Library specified in Annex1 conducted by third parties which may come to your attention. In case of such violation, We are not obliged to take action against the offender. However,We shall enable you to do so at your expenses by granting You an authorization to sue, if required and possible under applicable law. We will furthermore support You by providing all necessary information. The cost of such proceedings shall be borne by You.
To the fullest extent possible under applicable law, the liability of Us is hereby excluded, it being understood that liability for damages caused by wilful intent or gross negligence cannot be excluded.
13.1 Subject to the aforementioned provisions, the Parties shall: (i) keep all Confidential Information confidential at all times; (ii) not use any Confidential Information other than for the purposes contemplated by this Agreement; (iii) not copy or disseminate any Confidential Information of the other Party; and (iv) not publish, disclose or divulge any Confidential Information to any third party other than the Party’s employees and professional advisors who have a reasonable need to know or access such information.
13.2 For the purpose of this Agreement, Confidential Information shall be deemed to exclude information which a Party can demonstrate by documentary evidence: (i) is, or becomes, readily available in the public domain other than as the result of the violation of this Agreement or other act or omission by such Party; (ii) was lawfully known to such Party without restriction on use or disclosure at the time of disclosure hereunder; (iii) is hereafter lawfully received by such Party from a third party authorized to make such disclosure and without restriction on use or disclosure; (iv) is approved for release by prior written consent from the disclosing Party; or (v) is required to be disclosed by law, a court order or competent government authority, provided that in such case the receiving Party shall promptly inform the disclosing Party of such requirement of disclosure prior to the disclosure such that the disclosing Party has an opportunity to object to the production or disclosure through seeking a protective order.
13.3 The confidentiality obligations contained in this Section 10 shall remain effective until five (5) years after the termination of this Agreement.
You are responsible for compliance with any data protection laws applicable to your blockchain-related business resp. towards your own customers and their rights under applicable data protection laws. You hereby represent and warrant that your data processing activities are in compliance with applicable data protection law sand that You have provided all the necessary information or received all necessary consents from your customers (if required by law). You shall indemnify Us and hold Us harmless in the event of any third party claims raised against Us based on an alleged infringement of data privacy laws in particular damages, disbursements (incl. reasonable attorneys' fees). If and to the extent necessary (e.g. if We are to gain access to personal data of You or your customers for specific project services or maintenance and support services separately agreed), We will enter into a Data Processing Agreement (DPA) in line with applicable European and/or Swiss legislation.
15.1 This Agreement shall enter into force immediately upon signing by the Parties and remain valid for an initial term of one (1) year. Hereafter, the Agreement shall automatically extend for a further period of one (1) year and thereafter continue to automatically extend for the same period each year, unless terminated earlier by either Party with a prior notice period of six (6) months.
15.2 Unless provided differently in this Agreement, each Party may terminate the Agreement for convenience with a prior written notice of six (6) months.
15.3 Each Party may terminate the Agreement for material breach of its terms by the other Party, if such breach has not been cured within 30 days after notice from the non-breaching Party. It is understood that your failure to pay the agreed Fees to Us shall constitute a material breach for Us.
15.4 This Agreement shall automatically terminate with immediate effect if either Party is declared bankrupt, becomes insolvent or enters into composition procedures.
15.5 Upon termination of the Agreement, the right of access to and to use the Library granted in this Agreement shall cease to apply. You are, however, entitled to continue using your website, applications and/or platform built/developed based on the Library in your own blockchain offerings. However, we are not responsible for the migration of your website, applications and/or platform to any other provider and interoperability with the other provider's systems.
We reserve the right, at our sole discretion, to change any part of this Agreement. In any such event, We will notify You that our terms and conditions have been updated.Should You continue to use the Website and/or the Library or should We not receive a reply from You within ten (10) working days, this will be deemed an acceptance of our new terms and conditions. Should You not agree with our new terms and conditions within the mentioned timeframe, then You are entitled to terminate this Agreement as per the new terms and conditions come into effect. For the avoidance of doubt, We remain free at any time to change, improve, update any technical features of our Website and/or the Library without your consent.
This Agreement shall in all respects be governed by and construed in accordance with the substantive laws of Switzerland without any reference to its conflict of laws provisions. The provisions of the United Nation Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
18. Jurisdiction
Any disputes arising out of or in connection with this Agreement shall be submitted to the exclusive jurisdiction of the courts of the city of Zurich.
19.1 The Parties are independent contractors. Consequently, the provisions of this Agreement shall not, under any circumstances, be interpreted as creating any joint venture, association or partnership between the Parties. Neither Party may bind the other in any manner what so ever or in favour of anyone whomsoever, except in accordance with this Agreement.
19.2 The failure of any of the Parties to enforce any of the provisions of this Agreement or any rights with respect thereto shall in no way be considered as a waiver of such provisions or rights, or in any way affect the validity of this Agreement. The waiver of any breach of this this Agreement by any Party hereto shall not operate to be construed as a waiver of any prior, concurrent or subsequent breach of the same and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving Party.
19.3 If any provision of this Agreement is held to be void, invalid or inoperative, the remaining provisions of this Agreement shall not be affected and shall continue in effect and the invalid provision shall be deemed modified to the least degree necessary to remedy such invalidity.
19.4 This Agreement and any documents referred to in this Agreement shall constitute the entire agreement between the Parties in relation to the subject matter hereof and supersede all previous agreements, arrangements and understandings between the Parties in respect hereto.
Library documentation index:
In providing the Services under the Terms of Service Agreement ("Agreement"), G2C shall or may respectively process personal data provided by Client for the purpose of providing the Services from time to time and in respect of which Client acts as a data controller in the sense of data protection law ("Client Data"). This Annex specifies the data protection obligations and rights of the Parties in connection with the processing of Client Data for the provision of the Services under the Agreement.
2.1 G2C shall process Client Data exclusively on behalf of and in accordance with the instructions of Client, unless G2C is required to do so by law. In the latter case, G2C shall notify Client of such legal requirements prior to the processing, unless the relevant law prohibits such notification due to an important public interest.
2.2 The processing of Client Data by G2C shall only be carried out in the manner, to the extent and for the purpose specified in Annex 1 to this Appendix; the processing shall only concern the types of personal data and categories of data subjects designated therein.
2.3 The duration of the processing corresponds to the duration of the Agreement.
2.4 Client reserves the right to issue instructions on the type, scope, purposes and means of processing Client Data.
3.1 G2C shall oblige all persons who process Client Data to maintain confidentiality with regard to the processing of Client Data.
3.2 G2C shall ensure that natural persons subordinated to him who have access to Client Data process them only in accordance with its instructions, unless they are obliged to process them under applicable law.
4.1 G2C shall take all appropriate technical and organizational measures necessary to ensure a level of protection of Client Data appropriate to the risk, taking into account the state of the art, the costs of implementation and the nature, scope, circumstances and purposes of the processing of Client Data, as well as the varying likelihood and severity of the risk to the rights and freedoms of the data subjects.
4.2 G2C shall, in particular, implement the technical and organizational measures specified in Annex 2 to this Appendix prior to the commencement of the processing of Client Data and maintain them during the Agreement and ensure that the processing of Client Data is carried out in accordance with these measures.
5.1 Client hereby authorises in a general manner the use of further sub-processors by G2C. The sub-processors currently used by G2C are as follows:
5.2 G2C shall inform Client of any intended change with regard to the involvement or replacement of further sub-processors. Client shall be entitled to object to any intended change. If Client objects, G2C may consider if envisaged sub-processor can be replaced another suitable one. If G2C considers this is not possible, Client is free to terminate his Agreement with G2C.
5.3 G2C shall contractually impose the same data protection obligations on any further sub-processor as are set out in this Annex in relation to G2C.
5.4 G2C shall verify before each commissioning and regularly during the commissioning that the other Processors have taken appropriate technical and organizational measures and that these are implemented in such a way that the processing of Client Data is carried out in accordance with this Annex.
6.1 G2C shall, within reasonable time periods, support Client with technical and organizational measures to comply with its obligation to respond to requests to exercise the rights of data subjects to which they are entitled.
6.2 G2C shall in particular:
-inform Client without delay, if a data subject should contact G2C directly with a request to exercise his or her rights in relation to Principal Data;
-provide Client, upon request, with all information available to it concerning the processing of Client Data which Client needs to respond to the request of a data subject and which the contracting authority does not itself possess.
7.1 G2C shall report to Client, immediately after becoming aware of such a breach, any breach of the protection of Client Data, in particular incidents leading to the destruction, loss, modification or unauthorized disclosure of or unauthorized access to Client Data. If possible, the notification shall include a description:
- of the nature of the breach of the protection of Client Data, indicating, as far as possible, the categories and approximate number of data subjects concerned, the categories concerned and the approximate number of personal data records concerned;
- of the likely consequences of the breach of the protection of Client Data;
- of the measures taken or proposed by G2C to remedy the breach of the protection of Client Data and, where appropriate, measures to mitigate its possible adverse effects.
7.2 In the event that Client is obliged to inform the supervisory authorities and/or data subjects in accordance with applicable law, G2C shall support Client in complying with these obligations upon Client's request.
7.3 G2C shall support Client within the bounds of what is reasonable in any data protection impact assessments to be carried out by Client and any subsequent consultations with the supervisory authorities pursuant to applicable law.
Upon Client's instruction, G2C shall either completely and irrevocably delete all Client Data upon termination of the Agreement or return it to Client, subject to mandatory retention obligations of G2C which entitle G2C to retain such data stored for as long as the retention obligations apply.
9.1 G2C shall ensure and regularly monitor that the processing of Client Data complies with this Annex, including the scope of the processing of Client Data set out herein as well as with the instructions of Client.
9.2 G2C shall document the implementation of the obligations under this Annex in an appropriate manner and provide Client with corresponding evidence upon request. G2C shall in particular document:
- any confidentiality obligations of persons processing client data;
- any breaches of protection of Client Data occurring within its sphere of influence, including all related facts, their effects and remedial measures taken by it;
- all contracts for the use of other sub-processors and any audits conducted of other sub-processors within the meaning of point 5;
- if occurred, deletion or returns of client data carried out under the instructions of Client.
9.3 Client shall be entitled to review G2C prior to the commencement of the processing of Client Data and regularly during the term of the Agreement with regard to compliance with the provisions of this Annex, in particular, it may ask for information on the implementation of G2C's technical and organizational measures.
