of Crypto APIs, Inc.
Updated: November 1, 2022
1.1. These Terms and Conditions (hereinafter “Terms”) constitute the contractual agreement between Crypto APIs INC, a company, registered and existing under the laws of Delaware, USA, having its registered company number UIC 30-1313692, having its registered seat and address at 24a Trolley Square, Wilmington, DE 19806, United States (hereinafter referred to as “Crypto APIs”) and the customer of Crypto APIs software and services as per the Product Description (“Customer”).
1.2. By accepting these Terms, Customer also accepts the Addendums to these Terms, namely: (1) Product Description (2) Data Security Policy.
1.3. The date of acceptance of these Terms shall be considered as the Effective date, whereby the legally binding agreement between Crypto APIs and Customer becomes effective.
1.4. These Terms shall be valid and binding between the Parties during the period, whereby Customer uses the Subscription Service under Free Plan, as it may be described on the Crypto APIs website www.cryptoapis.io (the Website).
1.5. Whenever Customer decides to upgrade the Free Plan to any other pricing plan, available in the Pricing section of the Website, Customer shall be required to fill in valid bank card data.
1.6. As of the moment of filling in the bank card data as per previous pt. 1.5., the card holder of the bank card shall be considered by Crypto APIs as Customer under these Terms therefore all rights and obligations, applicable to Customer under these Terms shall, as of this moment become applicable to the bank card holder.
1.7. Crypto APIs and Customer can at any time, by signing a Customized Order form agree on contractual terms that may deviate and/or vary from the ones in these Terms.
2.1. “Confidential Information” means: (a) Crypto APIs Core Technology (which is Confidential Information of Crypto APIs); (b) Customer Data and Customer Technology (which are Confidential Information of Customer); (c) any other information of a party that is disclosed in writing or orally and is designated as Confidential or Proprietary at the time of disclosure (and, in the case of oral disclosures, summarized in writing within thirty (30) days of the initial disclosure and delivered to the receiving party), or that due to the nature of the information the receiving party would clearly understand it to be confidential information of the disclosing party; and (d) the specific terms and conditions of these Terms, any Customized Order Form, and any amendment and attachment thereof, between the parties. Confidential Information shall not include any information that: (i) is or becomes generally known to the public through no fault or breach of these Terms by the receiving party; (ii) was rightfully in the receiving party’s possession at the time of disclosure without restriction on use or disclosure; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) was or is rightfully obtained by the receiving party from a third party not under a duty of confidentiality and without restriction on use or disclosure.
2.2. “Customer Data” means electronic data uploaded by or for Customer and Customer’s agents, employees and contractors, and processed in the Subscription Service excluding the Crypto APIs Core Technology.
2.3. “Customer Technology” means software, methodologies, templates, business processes, documentation or other material authored, invented or otherwise created or licensed (other than by or from Crypto APIs) by Customer using or for use with the Subscription Service, excluding the Crypto APIs Core Technology.
2.4. “Documentation” means the Crypto APIs product documentation relating to the operation and use of the Subscription Service and Software, including technical program or interface documentation, user manuals, operating instructions and release notes, as updated from time to time by Crypto APIs.
2.5. “Product Description” means the description of the ordered software products and services and their functionalities, as they may be publicly available on the Website or as they may be specified separately and in written between the Parties by a Customized Order Form.
2.6. “Professional Services” means any services provided by Crypto APIs like training and implementation. Any such Professional Services will be specified in an applicable Statement of Work (“SOW”) or, as the case may be, in a separate Service Level Agreement (SLA).
2.7. “Crypto APIs Core Technology” means: (a) the Subscription Service; Software; Documentation; and Crypto APIs technology and methodologies (including, without limitation, products, software tools, hardware designs, algorithms, templates, software (in source and object forms), architecture, class libraries, objects and documentation) existing as of the Effective Date or otherwise arising outside of work under a Professional Service; (b) updates, upgrades, improvements, configurations, extensions, and derivative works of the foregoing and related technical or end user documentation or manuals; and (c) intellectual property anywhere in the world relating to the foregoing.
2.8. “Software” means software provided by Crypto APIs to Customer that operates on Customer provided machines solely to facilitate the use of the Subscription Service.
2.9. “Subscription Service” means the Crypto APIs software as a service (SaaS), namely the products of Crypto APIs, as they may be defined in the Product Description.
2.10. “Subscription Term” means the term of authorized use of the Subscription Service as set forth in the Pricing section of the Website or within a Customized Order Form – which can be set in months (for monthly subscription) or years (for annual subscription).
3. GRANT OF USE RIGHTS
3.1. SUBSCRIPTION SERVICE. Subject to these Terms, Crypto APIs authorizes Customer to access and use the purchased Subscription Service during the Subscription Term as set forth in the Product Description for its internal business purposes in accordance with the Documentation. Customer shall not use or otherwise access the Subscription Service in a manner that exceeds Customer’s authorized use as set forth in these Terms.
3.2. SOFTWARE. Crypto APIs grants Customer a limited, personal, worldwide, non-sublicensable, non-transferable, non-exclusive license during the Subscription Term to install, Whenever such technical necessity arises and execute Software on machines operated by or for Customer solely to facilitate Customer’s authorized access to and use of the purchased Subscription Service. The Software may include code that is licensed under third party license agreements, including open source made available or provided with the Software. Software is licensed and not sold even if for convenience Crypto APIs makes reference to words such as sale or purchase.
3.3. RESTRICTIONS. Customer shall not (and shall not permit others to) do the following with respect to the Crypto APIs Core Technology: (i) use the Subscription Service with external programs in a manner that intentionally circumvents contractual usage restrictions; (ii) license, sub-license, sell, re-sell, rent, lease, transfer, distribute or time share or otherwise make any of it available for access by third parties except as otherwise expressly provided in a Customized Order Form; (iii) access it for the purpose of developing or operating products or services intended to be offered to third parties in competition with the Subscription Service; (iv) disassemble, reverse engineer or decompile it; (v) copy, create derivative works based on or otherwise modify it except as permitted in these Terms; (vi) remove or modify a copyright or other proprietary rights notice in it; (vii) use it to reproduce, distribute, display, transmit or use material protected by copyright or other intellectual property right (including the rights of publicity or privacy) without first obtaining the permission of the owner; (viii) use it to create, use, send, store or run viruses or other harmful computer code, files, scripts, agents or other programs or otherwise engage in a malicious act or disrupt its security, integrity or operation; or (ix) access or disable any Crypto APIs or third party data, software or network (other than Customer’s instance of the Subscription Service in accordance with these Terms). Before Customer exercises any of the foregoing actions that Customer believes it is entitled to, Customer shall provide Crypto APIs with thirty (30) days’ prior written notice to (or, if applicable law or the relevant court order does not allow for such notice, then the maximum amount of notice allowable), and provide reasonably requested information to allow Crypto APIs to assess Customer’s claim and, at Crypto APIs’s sole discretion, provide alternatives that reduce adverse impacts on Crypto APIs’s intellectual property and other rights.
4. USE VERIFICATION
4.1. Crypto APIs may remotely review Customer’s use of the Subscription Service, and upon Crypto APIs written request Customer shall provide any reasonable assistance, to verify Customer’s compliance with the Agreement. If Crypto APIs- determines that Customer has exceeded its permitted use of the Subscription Service then Crypto APIs will notify Customer and within thirty (30) days thereafter Customer shall either: (i) disable any unpermitted use or (ii) purchase additional subscriptions commensurate with Customer’s actual use. If Customer fails to regain compliance within such thirty (30) day period or fails to make payment as provided in its Pricing Plan, Crypto APIs may suspend Customer’s use of the Subscription Service or terminate the contractual relation for cause in accordance with Section 9 (Term and Termination), in addition to any other rights or remedies Crypto APIs may have.
5. INTELLECTUAL PROPERTY
5.1. Crypto APIs OWNERSHIP. As between Crypto APIs and Customer, all rights, title, and interest in and to all intellectual property rights in the Crypto APIs Core Technology are owned exclusively by Crypto APIs notwithstanding any other provision in these Terms. Except as expressly provided in these Terms, Crypto APIs reserves all rights in the Crypto APIs Core Technology and does not grant Customer any rights, express or implied.
5.2. CUSTOMER OWNERSHIP. As between Customer and Crypto APIs, Customer shall retain all of its rights, title, and interest in and to its intellectual property rights in Customer Data and Customer Technology. Customer hereby grants to Crypto APIs a royalty-free, fully-paid, non-exclusive, non-transferable, sub-licensable, worldwide right to use Customer Data and Customer Technology solely for the purpose of providing the Subscription Service and Professional Services to Customer.
5.3. FEEDBACK. Crypto APIs encourages Customer to provide suggestions, proposals, ideas, recommendations or other feedback regarding improvements to Crypto APIs’s services and related resources. To the extent Customer provides such feedback, Customer grants to Crypto APIs a royalty-free, fully paid, sub-licensable, transferable, non-exclusive, irrevocable, perpetual, worldwide right and license to make, use, sell, offer for sale, import and otherwise exploit feedback (including by incorporation of such feedback into the Crypto APIs Core Technology) without restriction.
5.4. Customer hereby agrees that Crypto APIs can use Customer’s company logo royalty-free and free-of-charge for marketing and advertising purposes, such as, but not limited to: placement on Crypto APIs’s corporate website, broadcasting through Crypto APIs’s social media channels, newsletters, advertisements, testimonials.
6.1. LIMITED SUBSCRIPTION SERVICE WARRANTY. Crypto APIs warrants that during the Subscription Term Customer’s production instances of the Subscription Service shall materially conform to the Product Description. To submit a warranty claim under this Section, Customer shall (1) reference this Section; and (2) submit a support request to resolve the non-conformity as provided in the Product Description. If the non-conformity persists without relief more than thirty (30) days after written notice of a warranty claim provided to Crypto APIs under this Section 6.1, then Customer may terminate the affected Subscription Service and submit to Crypto APIs a claim for refund of any prepaid subscription fees covering the remainder of the Subscription Term the affected Subscription Service after the date of termination. Notwithstanding the foregoing, this warranty shall not apply to any non-conformity due to a modification of or defect in the Subscription Service that is made or caused by any person other than Crypto APIs or a person acting at Crypto APIs’s direction. THIS SECTION 6.1 SETS FORTH CUSTOMER’S EXCLUSIVE RIGHTS AND REMEDIES (AND Crypto APIs’S SOLE LIABILITY) IN CONNECTION WITH THIS WARRANTY.
6.2. LIMITED PROFESSIONAL SERVICES WARRANTY. Crypto APIs warrants that the Professional Services will be performed in a competent and workmanlike manner in accordance with accepted industry standards and practices. Customer shall notify Crypto APIs in writing of any breach within thirty (30) days after performance of the non-conforming Professional Services. Upon receipt of such notice, Crypto APIs, at its option, shall either use commercially reasonable efforts to re-perform the Professional Services in conformance with these warranty requirements or shall terminate the affected Professional Services, in which case Customer may submit to Crypto APIs a claim for a refund of any amounts paid for the nonconforming Professional Services. THIS SECTION 6.2 SETS FORTH CUSTOMER’S EXCLUSIVE RIGHTS AND REMEDIES (AND Crypto APIs’S SOLE LIABILITY) IN CONNECTION WITH THIS WARRANTY.
6.3. DISCLAIMER OF WARRANTIES. EXCEPT FOR THE WARRANTIES EXPRESSLY STATED IN THESE TERMS, TO THE MAXIMUM EXTENT ALLOWED BY LAW, Crypto APIs DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING WARRANTIES ARISING UNDER STATUTE, WARRANTIES OF MERCHANTABILITY, ACCURACY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTIES ARISING FROM USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, Crypto APIs SPECIFICALLY DOES NOT WARRANT THAT THE SUBSCRIPTION SERVICE, SOFTWARE, PROFESSIONAL SERVICES, OR DOCUMENTATION WILL MEET THE REQUIREMENTS OF CUSTOMER OR OTHERS OR THAT THEY WILL BE ACCURATE OR OPERATE WITHOUT INTERRUPTION OR ERROR. CUSTOMER ACKNOWLEDGES THAT IN ENTERING THIS AGREEMENT IT HAS NOT RELIED ON ANY PROMISE, WARRANTY OR REPRESENTATION NOT EXPRESSLY SET FORTH HEREIN.
7. CONFIDENTIAL INFORMATION
7.1. CONFIDENTIALITY OBLIGATIONS. The recipient of Confidential Information shall: (i) at all times protect it from unauthorized disclosure with the same degree of care that it uses to protect its own confidential information, and in no event using less than reasonable care; and (ii) not use it except to the extent necessary to exercise rights or fulfill obligations under these Terms. Each party shall limit the disclosure of the other party’s Confidential Information to those of its employees and contractors with a need to access such Confidential Information for a party’s exercise of its rights and obligations under this Agreement, provided that all such employees and contractors are subject to binding disclosure and use restrictions at least as protective as those set forth herein. Each party’s obligations set forth in this Section 6 shall remain in effect during the term and three (3) years after termination of this Agreement. The receiving party shall, at the disclosing party’s request or upon termination of these Terms, return all originals, copies, reproductions and summaries of Confidential Information and other tangible materials and devices provided to the receiving party as Confidential Information, or at the disclosing party's option, certify destruction of the same.
7.2. REQUIRED DISCLOSURES. A party may disclose the disclosing party’s Confidential Information to a court or governmental body pursuant to a valid court order, law, subpoena or regulation, provided that the receiving party: (a) promptly notifies the disclosing party of such requirement as far in advance as possible to the extent advanced notice is lawful; and (b) provides reasonable assistance to the disclosing party in any lawful efforts by the disclosing party to resist or limit the disclosure of such Confidential Information.
7.3. EQUITABLE REMEDIES. The parties agree that the receiving party’s disclosure of Confidential Information except as provided herein may result in irreparable injury for which a remedy in money damages may be inadequate. The parties further agree that in the event of such disclosure or threatened disclosure, the disclosing party may be entitled to seek an injunction to prevent the breach or threatened breach without the necessity of proving irreparable injury or the inadequacy of money damages, in addition to remedies otherwise available to the disclosing party at law or in equity.
8.1. Crypto APIs OBLIGATION. Subject to the exclusions set forth below, Crypto APIs shall: (i) defend Customer, its officers, directors and employees against any third party suit, claim, action or demand (each a “Claim”) to the extent alleging: (A) that the Subscription Service used in accordance with this Agreement infringes any third party patent, copyright or trademark, or misappropriates any third party trade secret; or (B) that Crypto APIs’s personnel when onsite at Customer’s premises caused death, bodily harm or damage to tangible personal property due to their negligence or willful misconduct; and (ii) pay any court-ordered award of damages or settlement amount to the extent arising from any such Claims. If any portion of the Subscription Service becomes the subject of a Claim under this Section 7, Crypto APIs may: (a) contest the Claim; (b) obtain permission from the claimant for Customer’s continued use of the Subscription Service; (c) replace or modify the Subscription Service to avoid infringement, if such replacement or modification has substantially the same capabilities as the Subscription Service; or, if the foregoing (a), (b), and (c) are not available on commercially reasonable terms in Crypto APIs’s judgment, then (d) terminate Customer’s use of the affected Subscription Service upon sixty (60) days’ written notice, whereupon Customer may submit to Crypto APIs a claim for a refund of any prepaid subscription fees covering the remaining portion of the applicable Subscription Term for the affected Subscription Service after the date of termination. Notwithstanding the above, Crypto APIs shall have no obligation or liability for any Claim under this Section 7.1 arising in whole or in part from: (1) any use of the Subscription Service which exceeds the authorized use permitted under this Agreement or not in accordance with the Documentation; (2) Customer Data or Customer Technology; (3) use of the Subscription Service by Customer in violation of applicable law; (4) use of the affected Subscription Service after termination in accordance with clause (d) of this Section 8.1; (5) modifications to the Subscription Service made to Customer’s specifications or otherwise made by any person other than Crypto APIs or a person acting at Crypto APIs’s direction if the Claim would have been avoided by use of the unmodified Subscription Service; or (6) use of the Subscription Service in combination with any hardware, software, application or service that was not provided by Crypto APIs, if the Claim would have been avoided by the non-combined or independent use of the Subscription Service.
8.2. CUSTOMER OBLIGATION. Customer shall: (i) defend Crypto APIs, its officers, directors and employees against any Claim alleging that: (A) Customer Data, (B) Customer Technology or (C) a modification to the Subscription Service made to Customer’s specifications or otherwise made by or on behalf of Customer by any person other than Crypto APIs or a person acting at Crypto APIs’s direction (but only if the Claim would have been avoided by use of the unmodified Subscription Service), infringes any patent, copyright or trademark, misappropriates any third party trade secret, or violates any third party privacy rights; and (ii) pay any court ordered award of damages or settlement amount to the extent arising from such Claim.
8.3. PROCESS. All of the foregoing indemnity obligations of Crypto APIs and Customer are conditioned on the indemnified party notifying the indemnifying party promptly in writing of any actual or threatened Claim, the indemnified party giving the indemnifying party sole control of the defense thereof and any related settlement negotiations, and the indemnified party cooperating and, at the indemnifying party’s request and expense, assisting in such defense. SECTION 8 STATES EACH PARTY’S ENTIRE LIABILITY AND THE OTHER PARTY’S EXCLUSIVE REMEDY FOR THIRD PARTY CLAIMS AND ACTIONS.
9. LIMITATIONS OF LIABILITY
9.1. LIMITATIONS OF LIABILITY. TO THE EXTENT PERMITTED BY LAW, THE TOTAL, CUMULATIVE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATED TO THESE TERMS OR THE PRODUCTS OR SERVICES PROVIDED HEREUNDER WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL BE LIMITED TO THE AMOUNTS PAID BY CUSTOMER FOR THE PRODUCTS OR SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE THIS LIMIT. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO: (1) CUSTOMER’S OBLIGATION TO PAY FOR PRODUCTS, SERVICES OR TAXES; (2) A PARTY’S OBLIGATIONS IN SECTION 8 (INDEMNIFICATION); AND (3) INFRINGEMENT BY A PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS.
9.2. EXCLUSION OF DAMAGES. TO THE EXTENT PERMITTED BY LAW, NEITHER Crypto APIs NOR CUSTOMER SHALL BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR LOST PROFITS (WHETHER DIRECT OR INDIRECT) OR LOSS OF USE OR DATA, COVER, SUBSTITUTE GOODS OR SERVICES, OR FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGE TO BUSINESS, REPUTATION OR GOODWILL), OR INDIRECT DAMAGES OF ANY TYPE HOWEVER CAUSED, WHETHER BY BREACH OF WARRANTY, BREACH OF CONTRACT, IN TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL OR EQUITABLE CAUSE OF ACTION EVEN IF SUCH PARTY HAS BEEN ADVISED OF SUCH DAMAGES IN ADVANCE OR IF SUCH DAMAGES WERE FORESEEABLE. THE FOREGOING EXCLUSIONS SHALL NOT APPLY TO: (1) PAYMENTS TO A THIRD PARTY ARISING FROM A PARTY’S OBLIGATIONS UNDER SECTION 7 (INDEMNIFICATION); AND (2) INFRINGEMENT BY A PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS.
9.3. GROSS NEGLIGENCE; WILFUL MISCONDUCT. AS PROVIDED BY LAW, NOTHING HEREIN SHALL BE INTENDED TO LIMIT A PARTY’S LIABILITY IN AN ACTION IN TORT (SEPARATE AND DISTINCT FROM A CAUSE OF ACTION FOR BREACH OF THIS AGREEMENT) FOR THE PARTY’S GROSS NEGLIGENCE OR WILFUL MISCONDUCT.
10. TERM AND TERMINATION
10.1. TERM AND TERMINATION. The contractual relation between Crypto APIs and Customer continues until terminated under the conditions of these Terms. This contractual relation can be terminated based on the mutual consent of the Parties, expressed in written. Each party may terminate the contractual relation in its entirety either (i) upon written notice within the last 30 (thirty) days of each Subscription Term, or (ii) upon written notice if the other party becomes the subject of a petition in bankruptcy or any proceeding related to its insolvency, receivership or liquidation, in any jurisdiction. Either party may terminate a Subscription Service or Professional Services upon written notice if the other party materially breaches these Terms or the applicable Customized Order Form for the affected service and does not cure the breach within 30 (thirty) days after receiving written notice thereof from the non-breaching party. Professional Services are separately ordered from the Subscription Service, and are not required for the Subscription Service. A breach by a party of its obligations with respect to Professional Services shall not by itself constitute a breach by that party of its obligations with respect to the Subscription.
10.2. TERM EXPIRATION AND AUTOMATIC RENEWAL. Upon expiration of Subscription Term, the effect of these Terms Agreement is automatically prolonged for a subsequent Subscription term, equal to the previous one, unless either of the parties addresses the other with a written notice for termination at least 30 (thirty) days before the expiration of the relevant Subscription term.
10.3. For avoidance of any doubt, whenever Customer who uses Subscription Service on a monthly basis (Monthly Subscription Term) terminates the contractual relation with Crypto APIs he shall be obliged to pay the subscription fee for the month, following the month when the termination occurred and therefore will be automatically charged the monthly subscription fee at the beginning of month, following the month when the termination occurred.
10.4. EFFECT OF TERMINATION OF SUBSCRIPTION SERVICE. Upon termination of the Subscription Service for any reason, Customer shall stop using, and Crypto APIs shall stop providing, the Subscription Service and all rights granted to Customer in these Terms shall terminate. If the Subscription Service is terminated by Customer due to Crypto APIs’s breach, then Customer may submit to Crypto APIs a claim for refund of all prepaid fees for the remaining portion of the Subscription Term for the terminated Subscription Service after the effective date of termination.
10.5. SURVIVAL. Sections 3.3 (Restrictions), 5.1 (Crypto APIs Ownership), 5.2 (Customer Ownership), 5.3 (Feedback) and 7 (Confidential Information) through 11 (General Provisions) of these Terms, together with any other provision required for their construction or enforcement, shall survive termination of the Agreement for any reason.
11. GENERAL PROVISIONS
11.1. ASSIGNMENT. Neither party may assign its rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of the other party.
11.2. NOTICE. Except as otherwise provided herein, all notices shall be in writing and deemed given upon sending by email to the e-mail addresses for notice of the parties as set forth during Customer’s registration process on Crypto APIs corporate website (for the Customer) and on Crypto APIs corporate website (for Crypto APIs).
11.3. FORCE MAJEURE. No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (excluding Customer’s failure to pay amounts owed when due), when and to the extent such failure or delay is caused by or results from acts beyond the affected party’s reasonable control, including without limitation: strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), trespassing, sabotage, theft or other criminal acts, failure of energy sources or transport network, acts of God, export bans, sanctions and other government actions, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, explosions, collapse of building structures, fires, floods, storms, earthquakes, natural disasters or extreme adverse weather conditions (each a “Force Majeure Event”). The party suffering a Force Majeure Event shall use reasonable efforts to mitigate against the effects of such Force Majeure Event.
11.4. USE OF AGGREGATE DATA. Customer agrees that Crypto APIs may collect, use and disclose quantitative data derived from the use of the Subscription Service for industry analysis, benchmarking, analytics, marketing, and other business purposes. All data collected, used, and disclosed will be in aggregate form only and will not identify Customer or its users.
11.5. RELATIONSHIP OF THE PARTIES. The parties are independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture or agency relationship. Neither party shall have any right or authority to assume or create any obligation of any kind expressed or implied in the name of or on behalf of the other party.
11.6. GOVERNING LAW; JURISDICTION AND VENUE. This Agreement shall be governed by the laws of USA, without regard to its conflict of laws principles. The parties hereby irrevocably consent to the exclusive jurisdiction of, and venue in, any court of competent jurisdiction located in the city of New York, USA, for the purposes of adjudicating any dispute arising out of these Terms. To the extent permitted by law, choice of law rules and the United Nations Convention on Contracts for the International Sale of Goods shall not apply.
11.7. CONSTRUCTION. Products and services shall be provided in the English language unless agreed otherwise. The parties confirm that they have requested that these Terms and all related documents be drafted in English at the express wishes of the parties. Section headings are for convenience only and are not to be used in interpreting these Terms.