Blocksize Data License Agreement 

Intent: A person acts intentionally when their conscious objective is to cause that result or to engage in that conduct. 

License: the license granted in § 8. 

List of Prices and Services: the overview of all services offered by Blocksize and their corresponding services fees, as provided to the Customer during its purchase process. 

Manipulate: to combine or aggregate the Data (wholly or in part) with other data or information or to adapt the Data (wholly or in part). 

Manipulated Data: any data which has been Manipulated, including any Derived Data. 

Materials: any documents or Software supplied by Blocksize under this Agreement. 

Permitted Use: business use as specified in this Agreement and in the order form with its List of Services  

Renewal Period: each successive period after the Initial Period for which this Agreement is renewed. 

Services: the services to be supplied by Blocksize as specified in the order form, including the supply of any Data, Materials, or Support. 

Software: any software provided by Blocksize to enable the Services to be used. Any updates or upgrades of the Software shall be at Blocksize's sole discretion. 

Support: the support to be supplied by Blocksize is limited to reasonable efforts to assist the Customer to access the Data. 

Term: the Initial Period (including a potential Trial Period) and any Renewal Periods. 

Trial Period: a period that may be agreed upon in advance between the Parties and in which the Customer can use the Services free of charge or for a reduced price. After the Trial Period the chargeable Initial Period starts automatically.  

Website: any webpage of Blocksize, including but not limited to https://Blocksize-capital.com. 

 
§ 2 Scope 

2.1 During the Term, Blocksize shall supply the Services to the Customer and the Customer shall pay the Fees and use the Services. 

2.2 Blocksize offers the Services exclusively to entrepreneurs (as defined in Sec. 14 (1) of the German Civil Code), i.e. legal entities that enter into the transaction in the exercise of their commercial, business or professional activity. Customer is required to confirm the above upon registration for the Services. 

 
§3 Services 

3.1 During the Term, Blocksize shall supply the Services as further described in the order form to the Customer. Blocksize shall use reasonable efforts to make the Services available to Customer on the Effective Date.  

 
§4 Fees and Invoicing 

4.1 For the performance of the Services, the Customer shall pay to Blocksize the Fees in advance as further specified in the List of Prices and Services, unless otherwise contractually agreed. 

4.2 The Fees shall be due and payable in full to Blocksize within 15 days of the date of the respective invoice. The payment currency is euros, unless any other currency was contractually agreed. Blocksize will invoice the Fees at the beginning of each contractual period (Initial Period or Renewal Period) in advance of Blocksize supplying the Services. 

4.3 Blocksize is entitled to charge default interest in the amount equivalent to EURIBOR (six (6) months) plus five percent (5%), per year (or, if lower, the maximum amount allowed by Applicable Law) for any undisputed payment owing and not received by Blocksize when due. 

4.4 The Customer acknowledges and agrees that Blocksize may use third Parties for the purposes of invoicing and processing the payment of Fees. 

4.5 The Customer acknowledges and agrees that data relating to Section 4.4 will be transferred to and processed by third Parties as far as this is necessary for said purpose. 

4.6 If Customer fails to pay any undisputed invoice when due, in addition to its other rights under this Agreement, Blocksize will have the right, in its discretion, to cease all activities hereunder and withhold all Services until all outstanding and undisputed invoices have been paid in full. 

4.7 All sums payable under this Agreement are net and shall be paid in full without any deductions (including, but not limited to, deductions in respect of items such as income, corporation, or other taxes, charges and/or duties). No withholding taxes shall be applicable to payments of the Fees and Customer shall not withhold any such taxes from payments hereunder. In the event that any withholding tax is required by applicable law, the Fees to be paid by Customer shall be increased such that Blocksize receives the agreed upon amounts set forth in this Agreement. 

4.8 Blocksize proposes amendments to the Blocksize Data License Agreement to the Customer by informing the Customer of the amendments by email or in writing no later than 90 calendar days before the proposed date on which the amendments enter into effect. Before the proposed effective date, the Customer may accept, reject or remain silent in relation to the proposed amendments. If the Customer remains silent within a period of 15 calendar days from receipt of the notification that Blocksize proposes amendments to this Agreement, the Customer will be deemed to have approved the amendments. If the Customer has objected to the amendments within 15 calendar days from receipt of the notification, the proposed amendments will not enter into effect. Blocksize will expressly mention this effect when proposing amendments to the Customer. Any objection must be submitted to the following email address: connect@Blocksize-capital.com. For the avoidance of doubts, amendments with respect to the Fees or Services are subject to Section 4 and the corresponding List of Prices and Services while the process of Section 4.9 applies. 
 
4.9 The Fees or Services listed in the List of Prices and/or Services may be amended by Blocksize in accordance with the procedure stipulated in Section 4.8 if: 

a) the costs for making the Services available have increased; 

b) the structure of the Fees for the Services shall be changed in total; or 

c) the content of the License has been expanded; 

d) the value of the License has increased; 

e) an adaptation of the Fees is necessary to adapt the fee level of Blocksize to the respective fee level of other comparable market data suppliers and information providers; 

f) an adaptation of the Services is necessary to adapt the service level of Blocksize to the respective service level of other comparable market data suppliers and information providers; 

g) a manifest or methodology used by Services of the Customer have changed. 

The adjustments of the Fees and/or Services shall be made by Blocksize according to its reasonably exercised discretion, taking adequately into account the Customers’ legitimate interests. 

§5 Security 

5.1 The Customer shall ensure that the Data and Materials are kept secure, and shall use the best available security practices and systems applicable to the use of the Data and Materials to prevent, and take prompt and proper remedial action against, unauthorized access, copying, modification, storage, reproduction, display or distribution of the Data and the Materials. 

5.2 The Customer shall not (i) create multiple accounts, (ii) try to hack or otherwise exploit Blocksize’s systems and (iii) try to cause harm to Blocksize’s systems in any way. 

5.3 The Customer shall not share access credentials for the Services and shall not generate or share API keys assigned to the Customer to anyone outside of the Customer’s organization or its Authorized Persons. 

5.4 In case a Customer employee or other Authorized Person with access to credentials or API keys leaves the Customer’s organization or the relationship between the Customer and the Authorized Person is terminated, the Customer shall change the account password or API keys to ensure authorized access only. 

 
§6 Confidentiality 

6.1 The Parties shall each, as a receiving Party: (i) keep confidential all Confidential Information disclosed by the disclosing Party; (ii) use the Confidential Information disclosed by the disclosing Party solely in connection with performing its obligations or exercising its rights in each case under the Agreement and not otherwise for its own benefit or the benefit of any third Party; and (iii) not disclose the Confidential Information disclosed by the disclosing Party to any person except to an Authorized Person. 

6.2 The Parties shall each, as a receiving Party, ensure that each Authorized Person complies with confidentiality provisions no less onerous than those contained in this §6 and will remain liable for any disclosure of Confidential Information by each Authorized Person as if it had made such disclosure. 

6.3 The Parties agree that the provisions of Clauses 6.1 and 6.2 shall not apply to any information which the receiving Party can prove: (i) is or becomes public knowledge other than by breach of this Clause; (ii) was in the possession of the receiving Party without restriction in relation to disclosure before the date of receipt from the disclosing Party; (iii) is received from a third Party who lawfully acquired it and who was under no obligation restricting its disclosure; or (iv) was independently developed without access to any Confidential Information disclosed by the disclosing Party. 

6.4 The Parties agree that these provisions in this § 6 shall not apply so as to prevent disclosure of Confidential Information by the receiving Party to the extent that such disclosure is required to be made by any authority of competent jurisdiction or by any applicable law or relevant regulation or for the purposes of defending itself in relation to actual or threatened proceedings, regardless of whether brought or threatened by the other Party or any other person, provided in each case that where permissible the receiving Party: (i) gives the disclosing Party reasonable formal written notice (provided that this is not in contravention of applicable law or relevant regulation) prior to such disclosure to allow the disclosing Party a reasonable opportunity to seek a protective order; and (ii) uses reasonable endeavors to obtain prior to the disclosures written assurance from the applicable entity that it will keep the Confidential Information confidential. 

6.5 Each Party reserves all rights in its Confidential Information. No rights or obligations in respect of a Party’s Confidential Information, other than those expressly stated in this Agreement, are granted to the other Party, or are to be implied from this Agreement. 

6.5 Unless otherwise agreed, Blocksize may publicly indicate that there is a customer relationship with Blocksize, naming the customer. 

6.6 The provisions of this § 6 shall survive any expiry or termination of the Agreement. 

 
§ 7 Intellectual Property 

7.1 The Customer acknowledges that: 

(a) All Intellectual Property Rights in the Data and the Materials are the property of Blocksize or its licensors, as the case may be; 

(b) Customer shall have no rights in or to the Data or the Materials other than the right to use them in accordance with the express terms of this Agreement; 

(c) Blocksize or its licensors has or have made and will continue to make substantial investment in the obtaining, verification, selection, coordination, development, presentation and supply of the Data; 

7.2 Any display of the Services by the Customer shall credit, wherever technically and commercially feasible, Blocksize, any licensor of Blocksize or any other source of the Data specified by Blocksize as the source of the Data. 

7.3 If any third-Party claim is made, or in Blocksize’s reasonable opinion is likely to be made, in relation to the use of the Data, Blocksize may at its sole option and expense: 

(a) procure for the Customer the right to continue using, developing, modifying or retaining the Data or the Materials (wholly or in part) in accordance with this Agreement; 

(b) modify the Data or the Materials (wholly or in part) so that they cease to be infringing; 

(c) replace the Data or the Materials (wholly or in part) with non-infringing items; or 

(d) terminate this Agreement immediately by notice in writing (email sufficient) to the Customer. In respect of ongoing Subscriptions purchased by the Customer, Blocksize shall refund any Fees for the Initial Period or Renewal Period (as relevant) paid in advance by the Customer as at the date of termination (less a reasonable sum in respect of the Customer’s use of the Data or Materials to the date of termination) on return or destruction as instructed by Blocksize of the Data or the Materials and all copies of each of them. 

7.4 Clause 7.3 constitutes the Customer’s sole and exclusive remedy and Blocksize’s only liability in respect of any such third-Party claims. 

 
§ 8 License 

8.1 Blocksize grants to the Customer a non-exclusive, non-transferable, revocable license for the Permitted Use only during the Term, always subject to the Customer Restrictions, to: 

(a) Access, view and Manipulate Data and create Derived Data; 

(b) Store the Data and Manipulated Data on the Customer System or elsewhere as specified in the order form; 

(c) Distribute and store the Data and Manipulated Data to Customer employees on the Customer System; and 

(d) Distribute and store of the Data and Manipulated Data to the customer's own customers, provided this was permitted by Blocksize when commissioned; 

(e) Use (but not modify) the Materials in support of the activities referred to in this Clause 8.1  

8.2 Except as expressly provided in this Agreement or authorized by Blocksize via written notice (email sufficient), the Customer shall not redistribute or resell the Data or the Services in any way (wholly or in part). 

8.3 The Customer shall comply with the Customer Restrictions. 

 
§ 9 Warranties 

9.1 Except as expressly stated in this Agreement, all warranties, conditions and terms, whether express or implied by statute or otherwise (including any implied warranties of satisfactory quality or fitness for a particular purpose) are hereby excluded to the extent permitted by law. 

9.2 Without limiting the effect of Clause 9.1, Blocksize does not warrant or make any representations: 

(a) that the supply of the Data will be error-free, free from interruption, or operate without loss or corruption of data or technical malfunction and that the Data is accurate, complete, reliable, secure, useful, fit for purpose or timely; rather the Data will be provided as-is; 

(b) that the Data has been tested for use by the Customer or any third Party or that the Data will be suitable for or be capable of being used by the Customer or any third Party; 

(c) regarding the benefit the Customer or any third Party will obtain from the Data; or 

(d) that the Services are available at all times. 

9.3 If not otherwise stated, Blocksize will provide 99.9% Availability (as defined below). For purposes hereof, "Availability” or “Available” means the Licensed Data is available for access at a Blocksize data endpoint. 

Availability Calculation: Availability is based on a weekly 7 day x 24 hour calculation. The calculation will be as follows: ((a – b) / a) x 100, where “a” is the total number of hours in a given calendar month, and “b” is the total number of hours that service is not Available in a given month. Specifically excluded from “b” in the calculation of the Availability measurement are (1) a service interruption caused by a bona fide security threat until such time as the security threat has been eliminated, provided that such security threat is not the result of any fault or inadequacy of security measures of Blocksize; and (2) service interruption caused by Scheduled Maintenance as described below. 

Scheduled Maintenance: Blocksize will provide the customer with at least 48 hours’ advance notice, unless otherwise agreed, via e-mail of all scheduled maintenance activities. 

Remedies: If Blocksize is unable to provide the Availability objective noted above in any given calendar month, Blocksize will pay to the customer a prorated refund of any payments made by the customer to Blocksize covering such period. 

 
§10 Limitations of Liability / Disclaimer 

10.1 The Customer acknowledges that: 

(a) the use and interpretation of the Data requires specialist skill and knowledge of financial markets; 

(b) the Customer shall be solely responsible, as against Blocksize, for any opinions, recommendations, forecasts or other conclusions made or actions taken by the Customer, any client of the Customer or any other third Party based (wholly or in part) on the Data unless otherwise set out in this § 10; and 

(c) the Customer is responsible for making appropriate insurance arrangements to address the risk of any loss it may suffer in connection with the usage of the Data. 

10.2 Nothing herein shall exclude or limit either Party's liability to the other Party for: 

(a) fraud or willful misconduct or gross negligence; 

(b) death or personal injury caused by its negligence or willful misconduct; 

(c) any guaranteed quality (if any) as well as any matter which cannot be excluded by law. 

10.3 Subject to Clause 10.2, Blocksize shall not in any circumstances be liable for: 

(a) indirect or consequential damages; 

(b) any loss (whether direct or indirect) of profits, business, business opportunities, revenue, turnover, reputation or goodwill; 

(c) any loss or corruption (whether direct or indirect) of data or information; or 

(d) loss (whether direct or indirect) of anticipated savings or wasted expenditure (including management time). 

10.4 Subject to Clause 10.2, Blocksize’s total aggregate liability arising in connection with the performance of this Agreement shall in all circumstances be limited to the total Fees paid by the Customer to Blocksize during the 2-month period immediately before the date on which the cause of action first arose or, if the cause of actions arose during the Initial Period, in respect of the Initial Period. 

10.5 Blocksize shall not be liable for any delay in delivery of the Services that is caused by an event within the scope of Clause § 12 or the Customer’s failure to provide Blocksize with any instructions that are relevant to the supply of the Services. 

10.6 A limitation period of one year shall apply to all claims against Blocksize for damages or reimbursement of futile expenses in the case of contractual and non-contractual liability. The limitation period shall commence on the point in time as specified by applicable German statutory law. The provisions of sentences 1 and 2 of this Section 10.6 shall not apply to liability for willful misconduct or gross negligence or in the event of personal injury or under the German Product Liability Act. 

 
§11 Terms and Termination 

11.1 This Agreement shall commence on the Effective Date. Unless terminated earlier in accordance with the terms of this Agreement, this Agreement shall continue for the Initial Period. This Agreement shall be renewed automatically for succeeding terms of twelve (12) months each (Renewal Period, unless something else was otherwise agreed) unless either Party gives written notice (email sufficient or via customer service portal on Blocksize’s webpage) to the other Party at least three (3) months prior to the expiration of this Agreement.  

11.2 Blocksize may terminate this Agreement in respect of the Services (wholly or in part) by giving written notice (email sufficient) to Customer, without liability to Blocksize: 

(a) with immediate effect if the Customer fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 30 days after being noticed in writing (email sufficient) to make that payment; 

(b) at any time if Blocksize discontinues or withdraws, in whole or in part, its provision of the Services in question to all subscribers of such Services. Blocksize will use reasonable endeavors to give the Customer as much notice of the same as reasonably practicable. 

11.3 Without prejudice to any rights that have accrued under this Agreement or any of its rights or remedies, either Party may terminate this Agreement with immediate effect by giving written notice (email sufficient) to the other Party if: 

(a) the other Party: (i) commits a material breach of this Agreement and (if that breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing (email sufficient) to do so; or (ii) commits a series of breaches of this Agreement which when taken together have the impact or effect of or otherwise amount to a material breach; 

(b) a Force Majeure Event continues for a period exceeding two (2) months; 

(c) the other Party becomes insolvent; or 

(d) the Party reasonably determines that it has become unlawful to perform its obligations under the Agreement. 

11.4 Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination of this Agreement shall remain in full force and effect. 

11.5 Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry. 

11.6 On any termination of this Agreement for any reason or expiry of the Term, the Customer shall: 

(a) immediately pay any outstanding amounts owed to Blocksize under this Agreement; and 

(b) within a reasonable period of termination or expiry ensure that there is no further use of the Services in any of the Customer's products, applications or services which are under the control of the Customer; and 

(c) except as expressly agreed upon by the Parties each Party shall as soon as reasonably practicable return or destroy (as directed in writing by the other Party) all data, information, software, and other materials provided to it by the other Party in connection with this Agreement including all materials containing or based on the other Party’s Confidential Information. 

11.7 Each Party may retain one (1) copy of the Confidential Information to the extent required by applicable law, regulation, or government or regulatory body. 

 
§12 Force Majeure 

12.1 Neither Party shall be responsible for any failure to fulfil any obligation for so long as, and to the extent to which, the fulfilment of such obligation is impeded by a Force Majeure Event, and the affected Party: 

(a) has promptly notified the other Party of any circumstances which may result in failure to perform its obligations; 

(b) uses its commercially reasonable endeavors to minimize the adverse consequences that any failure in performance of its obligations might have, and to return the performance of such obligations to normal as soon as possible. 

 
§13 Compliance 

13.1 Customer warrants and represents to Blocksize that: 

(a) any of its subsidiaries or, any of its directors, officers, agents, employees or affiliates is currently subject to any sanctions administered or enforced by the U.S. government, the European Union, the UK or other relevant sanctions authority (collectively, “Sanctions”), nor is the Customer or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, including without limitation, Crimea, Cuba, Iran, North Korea and Syria. 

(b) the Customer carries out its obligations under this Agreement in compliance with all applicable laws (including, but not limited to, anticorruption and anti-bribery laws) and regulations. 

13.2 Any breach of the warranty set out in this § 13 is considered a material breach of contract and results in Blocksize's right to immediately terminate this Agreement for cause. 

 
§14 Changes to these terms 

Blocksize may change at any time, with as much prior notice to the Customer as is reasonably practicable the content, format or nature of the Data or the Services, or the Fees. Such change will not become effective until agreed between the Parties. In case the Customer does not agree to a change proposed by Blocksize, within 15 days of being notified of the intended change, Blocksize may terminate this Agreement by email or in writing with immediate effect without any liability towards Customer. 

 
§15 Governing Law and Venue 

This Agreement shall be governed by and construed in accordance with the laws of Germany, without giving effect to any conflict of laws provision. The Parties irrevocably agree that any dispute or claim arising out of this Agreement (including non-contractual disputes or claims, and any question regarding its existence, validity or termination) will be subject to the exclusive jurisdiction of the German courts competent for Frankfurt, Germany. 

§16 Miscellaneous 

16.1 This Agreement represents the entire agreement between the Parties and supersedes all previous discussions, correspondence, negotiations, arrangements, understandings and agreements between them, whether written or oral, relating to its subject matter. Any terms or conditions introduced by Customer either directly, indirectly by way of reference or otherwise are hereby explicitly rejected and shall not apply. Each Party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement. 

16.2 No failure or delay by a Party to exercise any right or remedy provided under the Agreement or by law, or a single or partial exercise of such right or remedy, shall constitute a waiver of that or any right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. 

16.3 The Customer shall not assign or transfer or sub-contract any of its rights and obligations under this Agreement without the prior written consent of Blocksize. Blocksize may at any time assign, transfer, or sub-contract, or otherwise transfer any of its rights and obligations under this Agreement without the consent of the Customer. 

16.4 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted without affecting the remaining provisions. 

 
§17 Customer Restrictions 

The Customer shall: 

(a) Only make copies of the Data and the Materials to the extent reasonably necessary for the following purposes: back-up, mirroring (and similar availability enhancement techniques), security, disaster recovery and testing; 

(b) Comply with all applicable law and relevant regulations, and not use the Services for any purpose contrary to any applicable law or relevant regulation, or any regulatory code, guidance or request; 

(c) Not extract, reutilize, use, exploit, redistribute, resell, redisseminate, or store the Data or the Materials for any purpose not expressly permitted by this Agreement;