Master User Agreement

Last Updated: August 22, 2024

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Welcome! This Master User Agreement (the “Agreement” or the “Terms”) is between you and the company or other legal entity for which you are accepting this Agreement, and affiliates of that company or entity (“you” or “your” or “user”) and BlockApps, Inc. (“BlockApps”, “we,” “our,” or “us”). This Agreement sets forth the terms and conditions that govern your access to, use of the suite of BlockApps Products referenced herein, and such other services that may be offered by BlockApps on its BlockApps Site (as defined below), including without limitation each of the BlockApps Products and Services that provide for the recordation of a transaction on the STRATO Mercata blockchain provided by BlockApps from time to time (the “BlockApps Services” or “Services”) (The Services and the BlockApps Site shall be collectively referred to as “BlockApps Products”).

How You Accept This Policy

This Agreement is effective, and you agree to its terms and conditions, as of the date that you accept the Agreement by (1) clicking a box indicating your acceptance; (2) executing an order form that references this Agreement; (3) signing up to use a BlockApps account or service through blockapps.net, BlockApps’ APIs, or the BlockApps mobile application (collectively referred to as the “BlockApps Site”); or (4) accessing or using the Services (the “Effective Date”). Therefore, before using our BlockApps Products please reads this Agreement carefully, along with any other policies or notices on the Services, BlockApps Product specific terms set forth in any product order form (each, an “Order Form”), the BlockApps Site, and our Privacy Policy located at blockapps.net/privacy. Together these materials contain terms, rules, and guidelines related to your use of the BlockApps Products.

If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions, in which case the terms “you”, “your”, or “user” shall refer to such entity and its affiliates.

The BlockApps Products may not be accessed for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes. BlockApps’ direct competitors are prohibited from accessing the Services, except with BlockApps’ prior written consent.
Modifications to Agreement

This Agreement was last updated on October 21, 2022. It is effective between you and BlockApps as of the date of your acceptance of this Agreement.

We may amend or modify the Agreement at any time by posting the revised agreement on the BlockApps Site and the modified Terms shall be effective as of the time it is posted. Your continued us of the BlockApps Products after the posting of a revised agreement shall constitute your agreement to the amended Agreement by and between you and BlockApps, and you agree to be legally bound by its terms and conditions as amended. Please be aware that, among other things, this means that following an amendment to this Agreement, transaction fees, discounts, rebates, and other benefits could be affected by the amended Agreement. If you do not agree to this Agreement or any modifications to this Agreement, your sole and exclusive remedy is to terminate your use of the BlockApps Products and close your account in accordance with the account closure section below.

Eligibility For Use of The BlockApps Products

You can only use our BlockApps Products to the extent the laws of your jurisdiction or the United States do not bar you from doing so. Please make sure these Terms are in compliance with all laws, rules, and regulations that apply to you. Please note that we may still refuse to let certain people or entities access or use the BlockApps Products at our sole discretion and reserve the right to change our eligibility criteria.

In order to process transactions on BlockApps’ STRATO Mercata, you must:

• Certify that you are 18 years or older;

• Accept this Master User Agreement and Privacy Policy along with any other policies or notices on the Services and BlockApps Product specific terms set forth in any product Order Form;

• Provide your name, email address, state/province, country of residence, and where applicable, the name and address of the entity you work for; and

• Create a password to access the Services.

In the event you are requesting access to process transactions on BlockApps’ STRATO Mercata as an individual, you must additionally:

• Accept this Master User Agreement and Privacy Policy along with any other policies or notices on the Services and BlockApps Product specific terms set forth in any product Order Form;

• Add a credit card or link a bank account in your name to your BlockApps account;

• Verify your identity for the purchase of high value items by providing:

  • An acceptable form of identification (i.e., passport, driver’s license, or state identification card);

  • A picture of yourself taken from your mobile phone or webcam;

  • Date of birth;

  • Physical address; and

  • Social security number or an identification number assigned to you by a government agency.

In the event you want to process transactions on BlockApps’ STRATO Mercata on behalf of an entity for the purchase of high value items, in addition to the above requirements, you must:

• Verify the entity’s identity by providing:

  • A copy of your entity’s certificate of incorporation;

  • Your entity’s registration number, registered office address, names of all directors, and your entity’s website URL;

  • A bank or utility statement that is less than ninety (90) days old that shows the address of the entity;

  • A copy of your identification card and identification cards of any other users who require access to the entity’s BlockApps account; and

  • Your email address and the email addresses of any others who are required to have access to the entity’s BlockApps account.

Account Access

You are only permitted to access your BlockApps account using your user account login credentials. You agree that your account login credentials and authentication method have been chosen by you and that you agree to keep them confidential. You agree and understand that you are solely responsible (and you will not hold us responsible) for managing and maintaining the security of any and all electronic devices, passwords, hints, personal identification numbers, and API keys you use to access the Services. You further agree and understand that we are not responsible (and you will not hold us responsible) for any unauthorized access to or use of your BlockApps account.

Consent to Access, Process, and Store Your Personal Information & Identity Verification

For interests of detecting money laundering, fraud, terrorist financing, or any other financial crimes, you permit us or our designated service provider to access, process, and keep a record of the personal information and identity verifying documents submitted by you during registration and during your request to process funds into fiat, including, but not limited to, your name, address, email address, telephone number, SS/EIN number, date of birth, government identification, certification of registration, and information pertaining to your bank account. You can withdraw your consent at any time by closing your account with us. However, we may retain, disclose, and continue to process your personal information as necessary to comply with laws or regulations and to defend against litigation.

Our Services

BlockApps Products and services refers to the services and products that are ordered by you pursuant to an Order Form and made available online via the BlockApps Site or affiliated website or application by BlockApps, including associated BlockApps offline or mobile components. BlockApps Products may include, but are not limited to, STRATO Mercata, Mercata Art, Mercata Carbon, and other BlockApps-branded platforms owned and/or operated by BlockApps that allow users to process and record transactions on the STRATO Mercata blockchain provided by BlockApps.

Subject to the terms and conditions of this Agreement, BlockApps will (i) make the Services available to you pursuant to this Agreement and the applicable Order Forms for the BlockApps Product, (ii) provide applicable BlockApps standard support for the specific BlockApps Product to you pursuant to the Term of Use for the relevant BlockApps Product, and (iii) undertake commercially reasonable efforts to make the BlockApps Products available to you except for: (x) scheduled or emergency maintenance, or (y) in the event you are in breach of the Agreement or any specific BlockApps Product order form, including failure to pay any amounts due to BlockApps, or (z) any unavailability caused by circumstances beyond BlockApps’ reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem, Internet link failure or delay, a Non-BlockApps application, or denial of service attack.

In order to process transactions via STRATO Mercata or on any other BlockApps Product, you may be required to enter into a “Smart Contract”, which contract is created to record the initial transfer of real-world assets on the Platform and any subsequent transfers thereto. A “Smart Contract” means a self-executing contract with the terms of the agreement between buyer and seller being directly written into lines of code wherein the code and the agreements contained therein exist across a distributed, decentralized STRATO Mercata blockchain network and the execution and transactions of which are trackable and irreversible. The Terms of Use for the relevant BlockApps Product will specify when Smart Contracts will be required and related terms and conditions for their use.

Beta Services

From time to time, BlockApps may make Beta services available to you. You may choose to try such Beta services or not in your sole discretion. Any use of Beta Services is subject to any additional Beta services terms provided by BlockApps at the time the Beta Services are made available.

Fees

BlockApps makes money when you add a transaction to the STRATO Mercata blockchain.

You understand and agree that your acceptance of this Agreement is considered your acceptance of our transaction fees as follows:

Every transaction on a BlockApps Product is subject to fees collected to support the BlockApps Product. The Terms of Use for the specific BlockApps Product will specify whether you are going to be charged a transaction fee. You hereby authorize the BlockApps to initiate debits in your account in settlement of the transactions being made on the relevant BlockApps Product, agree to pay BlockApps any transaction fees being charged for the sale or purchase of the asset(s), and authorize BlockApps to deduct such fees from your account directly. You agree and understand that all fees, commissions, and royalties are transferred, processed, or initiated directly through one or more of the Smart Contracts on the STRATO Mercata blockchain network. Transaction fee charges may be subject to foreign exchange fees or differences in prices based on location (e.g., exchange rates).

By transacting on the STRATO Mercata blockchain network in respect of a particular BlockApps Product and by using the corresponding Smart Contracts for that transaction, you hereby acknowledge, consent to, and accept all automated fees, commissions, and royalties for the transaction relating to the purchase and sale of any asset via a BlockApps Product. You further consent to and agree to be bound by the Smart Contracts’ execution and distribution of the fees, commissions, and royalties. When executing a Smart Contract in the capacity of a “Purchaser”, you hereby waive any entitlement to fees, commissions, or royalties paid to another by operation of the Smart Contracts. When executing a Smart Contract in the capacity of a “Seller” in a Smart Contract, you hereby waive any entitlement to fees, commissions, or royalties paid to another by operation of the Smart Contracts.

You further authorize us to store and continue billing your payment method (e.g., bank account) to avoid interruptions in your transactions and to facilitate easy payment for new transactions.

The Parties agree and understand that as the STRATO Mercata Marketplace is in Beta testing as of the date of this Agreement, all payments, fees, commissions, and royalties will be transferred, processed, or initiated through ACH/Wire transfer, Stripe, Paypal, or other similar means and thereafter recorded on the Smart Contract until the STRATO Mercata Marketplace activates capacity to collect payment information securely on-chain.

You cannot reverse, cancel, or change a transaction that has been marked as pending or complete. If your payment method has insufficient funds or if you reverse payment made by you to us, you authorize BlockApps, at its sole discretion, either to cancel the transaction or to debit your other linked payment methods in any amount necessary to complete the transaction. We reserve the right to refuse to process, or to cancel, correct, or reverse your transaction in response to a subpoena, court order, or other government order, or if we suspect that the transaction may involve money laundering, terrorist financing, fraud, or any other financial crime. BlockApps is under no obligation to reinstate a transaction on the same terms as the cancelled, corrected, or reversed transaction.

Third Party Services and Content

We utilize links and other tools to connect users to third-party services and websites, including, but not limited to, AWS Cloud Platform to host STRATO Mercata and third-party payment processors to process USD payment between you and BlockApps (“Third Party Services”). We have no control over these Third-Party Services, and in no event shall we be held responsible or liable for the accuracy, reliability, or contemporaneity of any third-party’s services, content, or policies. Users who access or use a Third-Party Service through BlockApps are solely responsible for complying with the terms and policies of these third parties.

In no event shall a description or reference to a third-party’s product or service (including, but not limited to, providing a description or reference via hyperlink) be construed as an endorsement of such third-party product or service by us. We retain the exclusive right to add to, modify, or cancel the availability of any Third-Party Service.

Intellectual Property

The BlockApps Products contain our proprietary property including, but not limited to our platform and are protected by copyright law, registered and unregistered trademarks, database rights, and other intellectual property rights. Unless otherwise provided, we exclusively own rights to the BlockApps Products and your use of the BlockApps Products does not grant you any right, title, or interest in the BlockApps Products. You understand and agree not to modify, copy, reproduce, retransmit, distribute, sell, publish, broadcast, create derivative works from, or store the BlockApps Products’ source code or similar proprietary or confidential data or other similar information provided via the BlockApps Products, without our express prior written consent. You may not use the BlockApps Products for unlawful purposes.

As a user of our BlockApps Products, we grant you a limited, non-exclusive, non-transferable, non-sublicensable and revocable license to use the BlockApps Products solely for your own commercial use while this Agreement is in effect. Your use of the BlockApps Products will also be subject to the terms, limitations and conditions in the relevant Terms of Use for such BlockApps Product. All other uses are prohibited. All rights in and to the BlockApps Products not granted herein, are reserved.

Except as expressly set forth herein, BlockApps alone (and its licensors, where applicable) will retain all intellectual property rights relating to the BlockApps Products, all aggregated data generated during the access and use of the BlockApps Products, and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any third party relating to the BlockApps Products, which are hereby assigned to BlockApps. Without limitation to the foregoing, all rights in any tradename, graphics, logos, button icons, and service names made available or included in the BlockApps Products, including without limitation BlockApps, STRATO, STRATO Mercata, STRATO Mercata Carbon, and STRATO Mercata Art are BlockApps’ proprietary marks and are protected by applicable trademark laws. You may not copy, distribute, reproduce, use, or imitate any of the foregoing without BlockApps’ prior written consent. These Terms are not a sale and do not convey to you any rights of ownership in or related to the BlockApps Products or BlockApps marks, or any other intellectual property rights related thereto.

Your Use of Our Services

If you sign-up for an account, we ask that you abide by a few commonsense rules. Specifically:

Don’t Share Your Account. You agree that you will not sell, lease, furnish, or otherwise permit access to your BlockApps account to any other individual or entity that is not your agent or employee, and will accept full responsibility for your agent or employee’s use of your BlockApps account regardless of method used to access your account. You understand and agree that you are responsible for any and all transactions, orders, trades, and other instructions entered into your BlockApps portal.

Don’t Use Our Services to Break the Law. You agree that you will not violate any laws when using our Services. This includes any local, provincial, state, federal, national, or international laws that may apply to you.

Don’t Try To Harm Our System. You agree not to distribute any virus or other harmful computer code through BlockApps. You also agree to not take any action that may impose an unreasonable or disproportionately large load on our or any of our third-party providers’ infrastructure.

Don’t Attempt to Circumvent Our Security. You agree not to bypass, circumvent, or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Services, including without limitation other accounts, computer systems, or networks connected to the Services.

Don’t Steal From Us. You agree not to “crawl,” “scrape,” or “spider” BlockApps or reverse engineer or attempt to obtain our source code or data.

Don’t Copy From Us. You agree not to copy, imitate, mirror, reproduce, distribute, publish, download, display, perform, post, store, or transmit any of BlockApps’ content, including without limitation any marks, in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or otherwise.

Any use of the BlockApps Products other than as specifically authorized in this Agreement, without our prior written permission, is strictly prohibited and will terminate your license to use the BlockApps Products.

License You Grant to Us Over User Content

In order to use certain features of the BlockApps Products, including processing certain buy-sell transactions via STRASTO Mercata, it will be necessary for you to share certain information with us and/or prospective purchasers or sellers, including without limitation description and details concerning the product or asset to be sold or purchased. There are areas of the Services and areas on third-party sites where you can communicate with us. We do not own any of such information and data; however, by providing such information and data to us, you grant us a license to use it. The information and data that you provide and related communications between you and BlockApps will be referred to as “User Content.”

When you submit, post, or otherwise direct communications to BlockApps (through the use of a BlockApps Product or Services, on third-party sites, or via a telephone call with a member of our team) you grant us a non-exclusive, transferable, worldwide, royalty-free, irrevocable, sub-licensable through multiple levels of sublicenses, perpetual license to use, publicly display (in any media or format), edit, stream, digitize, modify, reproduce, display, distribute, store, and prepare derivative works of your User Content in any formats and through any channels, including across any BlockApps Product or Service that we may own or operate. You agree that the User Content provided to BlockApps is non-confidential and that BlockApps has the right to unrestricted use for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

Applicable Laws and Regulations

Your use of the BlockApps Products is subject to applicable laws and regulations in the jurisdiction from where you are using our products. Some possible laws that may apply to you are as follows:

• State, province, or local money transaction laws;

• Relevant tax authority regulations, rules, and laws;

• The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001;

• Anti-Money Laundering Act of 2020;

• The Currency and Foreign Transactions Reporting Act of 1970, aka the Bank Secrecy Act (“BSA”); and

• The Office of Foreign Assets Control (“OFAC”) Sanction Programs.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR ANY OF OUR OFFICERS, DIRECTORS, REPRESENTATIVES, AGENTS, SERVANTS, COUNSEL, EMPLOYEES, CONSULTANTS, LAWYERS, AND OTHER PERSONNEL AUTHORIZED TO ACT, ACTING, OR PURPORTING TO ACT ON OUR BEHALF (COLLECTIVELY THE “BLOCKAPPS PARTIES”) BE LIABLE TO YOU UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY, FOR: (A) ANY LOST PROFITS, LOSS OF GOODWILL OR REPUTATION, CORRUPTION, BREACH, OR DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, DIMINUTION ON VALUE OR BUSINESS OPPORTUNITY, OR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, INTENGIBLE, PUNITIVE, COMPENSATORY, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER ARISING FROM: (I) THIS AGREEMENT OR YOUR ACCESS TO, USE OF, OR RELIANCE ON OUR BLOCKAPPS PRODUCTS OR ANY ERRORS OR OMISSIONS IN OUR SOFTWARE; (II) ANY UNAUTHORIZED ACCESS TO OR USE OF THE SERVICES, THE BLOCKAPPS SITE, OR BLOCKAPPS’ SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (III) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR API; OR (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR BLOCKAPPS PRODUCTS BY ANY THIRD-PARTY (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (B) ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE TRANSACTION FEES PAID TO US FOR THE USE OF THE BLOCKAPPS PRODUCTS.

THESE LIMITATIONS APPLY REGARDLESS OF LEGAL THEORY, WHETHER BASED ON TORT, STRICT LIABILITY, BREACH OF CONTRACT, BREACH OF WARRANTY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Disclaimer of Warranties

You understand that BlockApps cannot and does not guarantee or warrant that data or files available for downloading from the internet or via the BlockApps Products will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE BLOCKAPPS PRODUCTS OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE BLOCKAPPS PRODUCTS OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

BLOCKAPPS PRODUCTS ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE BLOCKAPPS PRODUCTS OR ANY CONTENT THEREIN, WHETHER PROVIDED OR OWNED BY US OR BY ANY THIRD-PARTY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, FREEDOM FROM COMPUTER VIRUS, AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE IN TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. IN ADDITION, WE DO NOT REPRESENT OR WARRANT THAT THE SERVICES ACCESSIBLE VIA THE BLOCKAPPS SITE, ANY PART OF THE SERVICES OR ANY OF THE MATERIALS CONTAINED THEREIN WILL BE CONTINUOUS, UNINTERRUPTED, ERROR-FREE, TIMELY, ACCURATE, COMPLETE, AVAILABLE, CURRENT, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE RESULTS OF USING THE BLOCKAPPS PRODUCTS WILL MEET YOUR REQUIREMENTS.

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

The foregoing limitations of damages, liability, and no warranty provisions set forth above are fundamental elements of the basis of the bargain between you and BlockApps.

Indemnity

To the extent permitted by applicable law, you agree to defend, indemnify, and hold us and the BlockApps Parties harmless from and against any and all claims, damages, obligations, losses, penalties, actions, liabilities, judgments, costs or debt, and expenses (including but not limited to attorneys’ fees), disbursements or any actions of any kind of injury (including death) arising from: (i) your use of and access to our BlockApps Products; (ii) your violation of any term of this Agreement and any BlockApps Product Terms of Use; or (iii) your violation of any law, rule, or regulation, or right of any third-party.

If any regulatory inquiry, legal action, litigation, dispute, or investigation related to you, your account or any related account arises (collectively referred to “Legal Action”), you agree to indemnify us for actual, reasonable legal costs and expenses directly related to the Legal Action, including attorney fees and costs.

Time Limitation on Claims

You agree that any claim you may have arising out of or related to your relationship with us must be filed within one year after such claim arose; otherwise, your claim is permanently barred.

Governing Law

No matter where you’re located, the laws of the State of New York will govern these Terms and our relationship as if you entered into this Agreement in New York, without regard to New York’s conflicts of laws rules. If any provisions of these Terms are inconsistent with any applicable law, those provisions will be superseded or modified only to the extent such provisions are inconsistent. You agree to submit to the federal or state courts in the State of New York for exclusive jurisdiction of any dispute arising out of or related to your use of the BlockApps Products or your breach of these Terms. You waive any objection based on lack of personal jurisdiction, place of residence, improper venue, or forum non conveniens in any such action.

Note to International Users

BlockApps is hosted in the United States. If you are a user accessing the Services from the European Union, Asia, or any other region with laws or regulations governing personal information collection, use, and disclosure that differ from United States laws, please be advised that through your continued use of the Services, which is governed by US law, you are transferring your Personal Information to the United States and you consent to that transfer. Additionally, by participating in Our blockchain and providing your Personal Information to Our blockchain, you consent to your Personal Information being processed for the duration of the blockchain.

No Tax or Legal Advice

BlockApps does not provide legal, tax, or investment advice to you. You are solely responsible for determining if you need to consult with qualified professionals in your own jurisdiction prior to using the BlockApps Products or determining whether a transaction on STRATO Mercata is appropriate for you and your objectives.

Suspension, Termination, and Cancellation

We reserve the right to suspend or terminate your access to use the BlockApps Products without providing you with notice or reason. In the event of suspension, termination, and cancellations for cause your obligations under this Agreement will still continue.

Suspension will occur if we, in our sole discretion, suspect that you and/or your account is in violation of the provisions of this Agreement or applicable laws. Suspension shall also occur if we are: (i) required to do so by a regulatory authority, court order, facially valid subpoena, or binding order of a government authority; (ii) the account is, or is related to any account that is, subject to any pending litigation, investigation, or governmental proceeding; (iii) the account has a negative balance for any reason; (iv) your ACH deposit was returned to your bank; (v) you reverse your credit card payment; (vi) we believe someone is attempting to gain unauthorized access to the account; (vii) we believe there is unusual activity in the account; (viii) we believe your account was used to send or receive a ransomware payment; (ix) the account is being accessed from a jurisdiction where we do not offer the use of our BlockApps Products; or (x) the account has not been accessed in two years or more.

If your account has been suspended, you will be notified when accessing the BlockApps Products. We may, in our sole discretion, give written notice that your account has been suspended and may, in our sole discretion, disclose the reasons for suspension, if permitted to do so by law.

BlockApps may discontinue or change any product, service, or feature, in its sole discretion, at any time. You agree that we may transfer you to a product or service that is reasonably similar to the discontinued or changed product or service, to the extent such product or service exists. We will provide you with prior notice of material changes, discontinuation, or the transfer related to a product, service, or feature, to the extent required or applicable.

No Waiver

This Agreement shall not be construed to waive rights that cannot be waived under applicable laws, including applicable state money transmission laws in the state where you are located. In addition, our failure or delay in insisting upon or enforcing strict performance by you of any provision of this Agreement or exercising any right, power, or privileged under this Agreement shall not be construed as a waiver or relinquishment to any extent of our right to assert or rely upon any such provision or right in that or any other instance.

Severability

If it turns out that any part of this Agreement is invalid, void, or for any reason unenforceable, that term will be deemed severable and limited or eliminated to the minimum extent necessary. The limitation or elimination of the term will not affect any other terms.

Survival

You understand and agree that all provisions of this Agreement, which by their nature extend beyond the termination or expiration of this Agreement, including, but not limited to, sections pertaining to suspension, cancellation, debts owed to BlockApps, investigations, remedies for breach, termination, right to offset, unclaimed funds, general use of the BlockApps Products, disputes with BlockApps, and general provisions, shall survive the termination or expiration of this Agreement.

Notices

You agree that we may provide notices to you in the following ways: (i) a banner notice on blockapps.net; (ii) an email sent to an address you provided; or (iii) through other means including mobile number, telephone, or mail.

Arbitration & Waiver of Class Action

Agreement to Arbitrate. You agree and understand that any dispute, claim, disagreements arising out of or relating in any way to your access to or use of the BlockApps Products, any communications you receive, any products sold or distributed through the BlockApps Products, or the Agreement and prior versions of the Agreement (each a “Dispute”) shall be resolved solely and exclusively by binding arbitration, rather than in court, except that: (1) you and BlockApps may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as patents, trademarks, trade dress, domain names, trade secrets, and copyrights); and (2) you or BlockApps may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court. That means you cannot sue us in court or have a trial by jury. You agree to keep any arbitration strictly confidential. This Arbitration clause shall not require arbitration of the following types of claims brought by either you or BlockApps: (i) small claims court actions, if the requirements of the court are met and the claims are only on an individual basis; and (ii) claims pertaining to intellectual property rights, including trademarks, trade dress, domain names, trade secrets, copyrights and patents.

Format for Arbitration. The parties agree that: (i) any arbitration will occur in the State of New York; and (ii) the arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of JAMS in accordance with JAMS’ Streamlined Arbitration Rules and Procedures then in effect, in the English language, and with limited discovery.

If mutually agreed to, hearings may be conducted in person, by telephone, or remotely by way of video conference administered by JAMS and conducted in English and the arbitrator may provide for submitting and determining motions on briefs, without oral hearings. Other than class procedures and remedies discussed below, the arbitrator has the authority to grant any remedy that would otherwise be available to a court or other tribunal.

Other Provisions. THE PREVAILING PARTY IN ANY ACTION OR PROCEEDING TO ENFORCE THESE TERMS SHALL BE ENTITLED TO COSTS AND ATTORNEY’S FEES. THE ARBITRAL DECISION MAY BE ENFORCED IN ANY COURT.

Jury Trial Waiver. You and BlockApps hereby waive any constitutional and statutory rights to sue in court and have a trial in front of a judge or a jury. You and BlockApps are instead electing that all disputes shall be resolved by arbitration as provided above, except as specified above. Court review of an arbitration award is subject to very limited review. Discovery may be limited in arbitration, and procedures are more streamlined than in court.

Waiver of Class Action. THE PARTIES WILL NOT COMMENCE AGAINST THE OTHER A CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE ACTION OR PROCEEDING.

Export Control and Sanctions

Your use of the BlockApps Products is subject to United States and international applicable laws including, but not limited to export restrictions, end-user restrictions, antiterrorism laws and economic sanctions. By using the Services or the BlockApps Site, you represent and warrant that the BlockApps Products may not be used in, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to, countries as to which the U.S. maintains an embargo (“Embargoed Countries”), or to or by a national or resident thereof, or any person or entity of the U.S. Department of Treasury’s List of specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders. The lists of Embargoed Countries and designated nationals are subject to change without notice. Further, you represent and warrant that you are not (and any end users who access and use the BlockApps Products using your Account access are not) located in, under the control of, or a national or resident of an Embargoed Country or designated national.

You understand and agree that you will comply with all applicable laws, including, but not limited to those of the United States, the United Nations Security Council, and/or any other applicable federal, state, municipal or local laws and regulations (each as amended from time to time). Without limiting the foregoing, you may not use our Services or the BlockApps site if: (i) you are in, under the control of, or a national or resident of any country or region subject to sanctions or embargoes issued by OFAC, the U.S. Department of State, the United Nations, the UK’s HM Treasury’s financial sanctions regime, or any other applicable government authority (each, a “Prohibited Jurisdiction”); (ii) you are on OFAC’s Specially Designated Nationals List, the U.S. Commerce Department’s Denied Persons List, Unverified List, Entity List, HM Treasury’s financial sanctions regime, or any similar list of restricted persons issued by an applicable government authority (each, a “Governmental Watchlist”) (collectively (i) and (ii) shall be referred to as a “Sanctioned Person”); or (iii) you intend to offer any services that we provide on the BlockApps Site to any Prohibited Jurisdiction or Sanctioned Person.

Force Majeure

We shall not be held liable for any delays, failure in performance, or interruptions of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to: any delay or failure due to any act of God, act of civil or military authorities, act of terrorism, civil disturbance, war, nuclear or natural disaster, epidemic, action or inaction of civil or military authorities, sabotage, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe, or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.

Assignment

You agree that we may assign any of our rights and/or transfer, sub-contract, or delegate any of our obligations under these Terms. Your agreement to these Terms is personal to you and you may not transfer or assign it to any third-party. This Agreement shall be binding and inure to the benefit of the parties hereto, our successors, and permitted assigns.

Unclaimed Property

If your account remains dormant for a long period of time, we may be required by law to report the remaining funds in your account as unclaimed property in accordance with abandoned property and escheat laws. If this occurs, we will use reasonable efforts to give you written notice and if you fail to respond to such written notice within the notice period required by law, we may be required to deliver any such funds to the applicable state or jurisdiction as unclaimed property.

Relationship of Parties

You agree and understand that nothing in this Agreement shall be deemed to constitute, create, imply, give effect to, or otherwise recognize a partnership, employment, joint venture, or formal business entity of any kind, and the rights and obligations of the parties shall be limited to those expressly set forth herein.

E-Signature Disclosure

BlockApps shall deliver to you by email or any other electronic means all communications, agreements, disclosures, documents, or notices (collectively, “Communications”) related to this Agreement, the use of the Services, or the use of the BlockApps Site. Communication shall include, but not be limited to, terms of use and policies, including updates to these agreements and policies; account or transactional information; legal and regulatory disclosures we may be required to provide to you, or any other matter, including documents and/or notices required to be delivered to you by applicable securities law or any other law or otherwise. By using our BlockApps Products, You hereby consent to receive such documents and notices by such electronic delivery and agree to participate through any online or electronic system that may be established and maintained by BlockApps or a third-party designated by BlockApps.

It is your responsibility to update the information we have on file for you to ensure it is current and up to date. You understand and agree that if BlockApps sends you an electronic Communication, but you do not receive it because you did not update your information, our message was blocked by your service provider, or you are otherwise unable to receive electronic Communications, BlockApps will be deemed to have provided the Communication to you.

Entire Agreement

This Agreement and the Privacy Policy, together with any product specific Terms of Use or order form(s) you enter into in connection with using a particular BlockApps Product, sets forth the entire understanding and agreement as to the subject matter hereof and supersedes any and all prior discussions, agreements, and understandings of any kind (including without limitation any prior versions of this Agreement) and every nature between us. Section headings in this Agreement are for convenience only and shall not govern the meaning or interpretation of any provision of this Agreement.

Questions or Comments

We welcome comments, questions, concerns, or suggestions. Please send us a message at [email protected].

We know that Terms can be long. Thanks for making it to the end!