Terms of Service for Developer Preview
Thanks for your interest in Sequence!
These terms (“Terms”) govern participation in the Developer Preview for Chain’s new service, Sequence (the “Service”). These Terms form a binding agreement between you (“you”) and Chain, Inc. (“we” or “Chain”) and contain important rules about use of the Service and your Testing Data, so please read them carefully. If you are entering into these Terms on behalf of a company, organization or other legal entity, then “you” also includes that entity, and you are binding that entity to these Terms and representing that you have authority to do so.
By clicking on “Create account” (or a similar button) or accessing the Service, you agree to be bound by these Terms.
- Introduction. The Service is an online ledger platform, built on Chain’s proprietary cryptographic technology, designed to let customers manage transactions and balances related to their own applications. The Service has not yet launched, and under these Terms, you may take part in Chain’s developer preview for the Service (“Developer Preview”). References to the “Service” include our ledger platform and related online features, along with any SDKs, code, documentation and guidelines we make available to you in connection with the Developer Preview.
- Use of Service. You may use the Service only to conduct internal testing and review as part of the Developer Preview, in compliance with any documentation and guidelines we provide. We are excited to see how you use the Service, but during the Developer Preview, you may not use the Service for production purposes (e.g., in a live environment with your applications, or to manage live transactions or balances).
- Registration; No Fees. To participate in the Developer Preview, you must complete Chain’s account registration process and provide us with accurate and complete information about you and your company. Participation is currently free of charge, but Chain reserves the right to change this policy in the future.
- Restrictions. You agree to keep your login credentials for the Service confidential and not to share them with anyone else. You will not (or allow anyone else to): (a) rent, lease, provide access to or sublicense the Service to a third party, or otherwise use the Service for the benefit of any third party; (b) distribute any SDKs or other code included in the Service to third parties; (c) reverse engineer, decompile, or disassemble the Service, or otherwise seek to obtain any underlying source code of the Service; (d) modify or create any derivative works of the Service; (e) remove or obscure any proprietary or other notices contained in the Service; (f) use the Service for competitive or benchmarking purposes or to create a product or service that has similar functionality to or could compete with the Service; or (g) distribute performance information about the Service to any third party.
- Support; Changes. During the Developer Preview, Chain will use reasonable efforts to respond to your inquiries regarding use of the Service. Otherwise, Chain has no obligation to provide support, maintenance, bug fixes or error corrections. From time to time during the Developer Preview, Chain may add or remove features of the Service, reset the Service, or make other changes to the Service, without notice or liability.
- Testing Data. “Testing Data” means any data or information you submit or upload to the Service in connection with the Developer Preview.
- No Sensitive Data. Testing Data must not include any personally identifiable information, other than your own account registration information as referenced in Section 3. In any event, your Testing Data must not include (and you must not otherwise submit to Chain): (i) names or contact information of your customers or other third parties; (ii) full or partial social security numbers (SSNs) or other government-issued ID data; (iii) any credit, debit or payment card information or any bank account or routing numbers; (iv) any patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act, as supplemented and amended (“HIPAA”) (and you acknowledge that the Service is not HIPAA-compliant and Chain is not a Business Associate or subcontractor, as defined in HIPAA); or (v) any other personal or sensitive information subject to regulation or protection under the Gramm-Leach-Bliley Act, the Fair Credit Reporting Act, or other laws or regulations.
- Managing Users; Export. You are solely responsible for managing the users who can access your ledgers on the Service and for any actions taken by users of your ledgers. During the Developer Preview, all users you allow to access your ledgers will have administrator rights, including read/write access to Testing Data. In addition, the Service may contain features allowing you to share your Testing Data with other third-party services that you use. Chain has no responsibility or liability for anyone to whom you make available your Testing Data or for how they use it.
- Your Responsibilities. You represent and warrant that you have all necessary rights and permissions to submit your Testing Data to Chain and to grant the rights granted to Chain in these Terms and that the Testing Data and its use will not violate (i) any third party intellectual property or other rights; (ii) any laws or regulations (including those relating to export control and electronic communications); or (iii) any terms, agreements or policies that apply to you or your business. You will defend, indemnify and hold harmless Chain from and against any loss, cost, liability or damage, including attorneys’ fees, for which Chain becomes liable arising from or relating to any claim relating to Testing Data or your breach of this Section 6.
- Data Rights. As between the parties, you retain all of your rights in the Testing Data as provided to Chain. You hereby grant to Chain a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, display, modify, and create derivative works of the Testing Data in order to operate the Service as part of the Developer Preview and internally to support and improve the Service and related products and services. Testing Data may be stored and processed by Chain in the United States or in other countries in which Chain or its subcontractors maintain facilities. Chain uses subcontractors such as Amazon Web Services (AWS) to help provide the Service, and you acknowledge that Chain may permit its subcontractors to exercise its rights to Testing Data.
- Important Disclaimers for Testing Data. This is a Developer Preview for testing purposes only. Chain will not intentionally disclose your Testing Data to unauthorized third parties in violation of these Terms, but otherwise, you acknowledge and agree that Chain has no security, backup or storage obligations for Testing Data. You are solely responsible for selecting the Testing Data you submit and determining its appropriateness for our limited-feature Developer Preview. In the course of the Developer Preview, Chain may delete Testing Data at any time, so you should only submit Testing Data that you have backed up on your own systems.
- Feedback. We look forward to receiving feedback, comments and suggestions about the Service and what you might like to see from Chain in the future (“Feedback”). Providing Feedback is wholly voluntary, and likewise Chain is not required to use your Feedback. For any Feedback you provide, you grant Chain a worldwide, perpetual, irrevocable, sublicenseable, royalty-free right and license to use, copy, disclose, license, distribute and exploit the Feedback in any manner without any obligation, payment, or restriction based on intellectual property rights or otherwise.
- Confidentiality. The Service, information you learn about the Service (including its characteristics, features and performance), your Feedback and any other information you receive or learn as part of the Developer Preview are highly confidential to Chain and are our “Confidential Information”. You agree not to disclose, discuss, blog or otherwise share any Confidential Information with anyone else, or to use Confidential Information for any purpose other than your participation in our Developer Preview. Breach of these Terms may cause irreparable harm for which monetary damages are an insufficient remedy. Upon any breach, Chain will be entitled to appropriate equitable relief without the posting of a bond, in addition to whatever remedies it has at law.
- Implementation Assistance. Chain may provide implementation, configuration and similar services in connection with the Developer Preview (“Implementation Assistance”), as mutually agreed by Chain and you in writing. Any deliverables provided by Chain in connection with Implementation Assistance are deemed part of the “Service”, and you may use such deliverables subject to these Terms, including Sections 2 (Use of Service) and 4 (Restrictions).
- Ownership. Chain and its suppliers retain all right, title and interest (including all intellectual property rights) in and to all Confidential Information, the Service, any related or underlying technology, work product, deliverables, code or documentation (including as may be provided as part of Implementation Assistance), and any modifications or derivative works of the foregoing, including as may incorporate any Feedback. During the Developer Preview, we may collect technical logs and other data regarding the features you use and your interactions with the Service; Chain may use this data to provide, support and improve our products and services and for other business purposes.
- The Service and any Implementation Assistance are provided “AS IS” and with all faults, and use is at your sole risk. During the Developer Preview, the Service has limited features, is not fully functional and may include errors, bugs, or defects that affect Service operation or your systems. Chain makes no warranty of any kind, including any warranties of merchantability, fitness for a particular purpose, title or non-infringement. Chain makes no representations as to the legality or suitability of the Service for any use case or that the Service is secure or designed to meet any of your compliance needs. You remain solely responsible for independently determining the suitability of the Service for your own objectives.
- Chain makes no guarantee that the Service or any related features will ever be made generally available. These Terms do not bind either party to any obligation, express or implied, with respect to any future commercial launch or use of any version of the Service.
- You may have other statutory rights, but these disclaimers will apply to the full extent permitted by law.
- Limitations of Liability. To the full extent permitted by law, Chain will not be liable under or in connection with these Terms for any direct, incidental, consequential, indirect or special damages of any kind, or for any loss of use, loss of data, failure of security mechanisms or lost profits, whether or not advised of the possibility of such damage or liability. If the foregoing disclaimer of direct damages is not enforceable, then to the full extent permitted by law, in no event will Chain’s entire liability to you (if any) exceed five hundred dollars ($500). You understand and agree that these limitations are an essential element of the agreement between you and Chain, and that without these limitations these Terms would be substantially different.
- Modifications to Terms. Chain may modify these Terms from time to time by posting a new version online. Modifications will apply to your continued participation in the Developer Preview, including any further Feedback you provide. We may require you to click to accept the modified Terms to continue participating in the Developer Preview, and your continued participation will also signify your agreement to the modifications. If you have concerns about any modifications, please let us know – if we are unable to solve the problem, you may terminate these Terms under Section 14 below.
- Term and Termination. The Developer Preview will last for the period specified by Chain. Either of us may terminate these Terms at any time with written notice to the other party, in which case you must immediately cease using the Service and return all Confidential Information to Chain. Chain’s rights and your obligations in these Terms survive after termination of these Terms or the Developer Preview.
- General. You may not assign or transfer any rights or obligations under these Terms to anyone else. Chain may assign these Terms in its discretion. These Terms are governed by the laws of the State of California and the United States without regard to their conflicts of laws provisions. The exclusive jurisdiction and venue for actions related to the subject matter of these Terms will be the state and United States federal courts located in San Francisco, California, and both parties hereby submit to the personal jurisdiction of such courts. Except as specified in Section 13 above, any amendment must be in writing and signed by both parties. Any waiver must be in writing and signed by an authorized representative of the waiving party. No failure or delay in enforcing any right will be deemed a waiver. Terms such as “including” or “e.g.” are to be construed without limitation. If any provision of these Terms is held unenforceable, it will be limited or eliminated to the minimum extent necessary so that these Terms otherwise remain in full force and effect. Nothing in this Agreement prevents Chain from disclosing Testing Data to the extent required by legal process, subpoenas, or court orders, but Chain will use commercially reasonable efforts to notify you when permitted by law. These Terms supersede all prior discussions and writings and are the entire agreement between the parties with respect to the Developer Preview.