The following terms, when used in these Subscription Terms (hereafter, this “Agreement”) will have the following meanings:
1.1. “Order Form” means a Syndica order form, online order page or other similar document that sets forth the components of the Syndica Platform to which Customer (defined below) is obtaining a subscription, applicable subscription term, pricing therefor and other relevant terms, and that references this Agreement.
1.2. “Platform” means Syndica’s developer tooling and infrastructure software for blockchain-based distributed applications, together with associated software and documentation provided by Syndica.
1.3. “Proprietary Information” means any information or data disclosed or made available by either party (the “Disclosing Party”) to the other party (the “Receiving Party”) that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure. Proprietary Information of Syndica includes, without limitation, all software, documentation and other non-public information relating to the Platform or the features, functionality and performance thereof.
1.4. “Term” shall mean Customer’s initial subscription term for the Platform as set forth in the applicable Order Form along with any applicable subscription renewal terms, as described in Section 6 below.
2. PLATFORM AND SUPPORT
2.1. General. Syndica Inc. (“Syndica”) provides its Platform to you (“Customer”) pursuant to the terms of this Agreement. By entering into a Platform Order Form with Syndica or otherwise registering for, accessing or using the Platform, Customer unconditionally accepts and agrees to all of the terms of this Agreement. By entering into this Agreement on behalf of a company or other legal entity, Customer represents that it has the authority to bind such entity and its affiliates to the terms of this Agreement, and, accordingly, the terms "Customer" shall refer to such entity and its affiliates. If Customer does not have such authority, or Customer does not agree to all of the terms of this Agreement, Customer may not use the Platform. Capitalized terms not defined herein shall be given the meaning set forth in the applicable Order Form.
2.2. Platform Services. Syndica will use commercially reasonable efforts to provide Customer the Platform during the Term solely for Customer’s internal business operations, subject to any terms and restrictions set forth in this Agreement and each Order Form.
2.3. Support. Subject to the terms of this Agreement and the applicable Order Form (and payment of all applicable fees), Syndica will provide customer reasonable technical support in accordance with its standard practice.
2.4. Agreement Updates. Syndica reserves the right to change or modify portions of this Agreement at any time. If Syndica does so, it will post the changes on this page and will indicate at the top of this page the date this Agreement was last revised. Syndica will also notify Customer, either through the Platform user interface, in an email notification or through other reasonable means. Any such changes will become effective no earlier than fourteen (14) days after being posted, except that changes addressing new functions of the Platform or changes made for legal reasons may become effective immediately. Customer’s continued use of the Platform after the date any such changes become effective constitutes acceptance of the new Agreement.
2.5. Beta Platform and Products. From time to time, Customer may have the option to participate in a program with Syndica where customer gets to use alpha or beta versions of the Platform and/or related products, features or documentation, including a beta version of Syndica’s Platform during its initial rollout, if specified in an applicable Order Form (collectively, “Beta Products”). The Beta Products are not generally available and are provided “AS IS” and “AS AVAILABLE”, without warranty, indemnity, or support of any kind. Syndica may discontinue, modify or deprecate the Beta Products at any time in its sole discretion, and Syndica will have no liability or obligations for, and Customer will hold Syndica harmless from and against, any damage, loss or harm arising out of or relating to any use of the Beta Products.
3. RESTRICTIONS AND RESPONSIBILITIES
3.1. Restrictions. Customer will only use the Platform as expressly permitted herein and in the applicable Order Form and agrees that it will not (and will not allow any third party to), directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Platform; modify, translate, or create derivative works based on the Platform (except to the extent expressly permitted by Syndica in writing or authorized within the Platform); use the Platform for timesharing or service bureau purposes or otherwise for the benefit of any third party; use or access the Platform to develop a product or service that is competitive with the Platform or engage in competitive analysis or benchmarking; remove any proprietary notices or labels; or modify, adapt, hack, or attempt to probe, scan or test the vulnerability of, the Platform, or otherwise attempt to gain unauthorized access to the Platform or its related systems or networks.
3.2. Compliance. Customer represents, covenants, and warrants that Customer will use the Platform only in compliance with Syndica’s standard published policies and codes of conduct then in effect and all applicable laws and regulations (including, without limitation, those relevant to privacy, intellectual property and the like). Although Syndica has no obligation to monitor Customer’s use of the Platform, Syndica may do so and may prohibit any use of the Platform it believes may be (or alleged to be) in violation of the foregoing or any other term of this Agreement.
3.3. Equipment. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Platform, including, without limitation, modems, hardware, server, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.
4. CONFIDENTIALITY; PROPRIETARY RIGHTS
4.1. Confidentiality. The Receiving Party agrees: (i) to take reasonable precautions to protect all Proprietary Information of the Disclosing Party, and (ii) not to use (except as permitted herein) or divulge to any third person (other than employees or contractors with a reasonable need to know who are bound by confidentiality obligations consistent with this Agreement) any such Proprietary Information of the Disclosing Party. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public through no fault of the Receiving Party, or (b) was in its possession or known by it without restriction prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
4.2. Data Security. Syndica will maintain a security program materially in accordance with industry standards that is designed to (i) ensure the security and integrity of Customer data uploaded to the Platform by Customer or collected by Syndica in the provision of the Platform (“Customer Data”); (ii) protect against threats or hazards to the security or integrity of Customer Data; and (iii) prevent unauthorized access to Customer Data. In furtherance of the foregoing, Syndica will maintain appropriate administrative, physical and technical safeguards to protect the security of Customer Data. Syndica’s security safeguards include measures for preventing access, use, modification or disclosure of Customer Data by Syndica personnel except (a) to provide and maintain the Platform and prevent or address service or technical problems, (b) as required by applicable law, or (c) as Customer expressly permits in writing or under this Agreement. Syndica will not materially diminish the protections provided in this Section during the term of this Agreement. If the parties determine that Syndica will be processing any Personal Information (as defined in the DPA referenced below) contained in Customer Data that is subject to the GDPR or CCPA (as defined in the DPA), on Customer’s behalf, in the provision of the Platform, the parties will execute Syndica’s standard Data Processing Addendum ("DPA"), and attach such DPA to this Agreement.
4.3. Proprietary Rights. Syndica shall own and retain all right, title and interest in and to (a) the Platform and all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Platform, services or support, and (c) all intellectual property rights related to any of the foregoing. If Customer provides any suggestions, comments for enhancements or functionality or other feedback to Syndica with respect to the Platform or any of Syndica’s other products or services, Syndica will have the full, free and unencumbered right to use and otherwise fully exploit the same in connection with the Platform and its other products and services.
4.4. Platform Improvements; Aggregate Data and Marketing. Notwithstanding anything to the contrary, Syndica shall have the right to collect and analyze data and information relating to the use and performance of various aspects of the Platform and related technologies (including, without limitation, end-user request logs and other data related to platform usage), and Syndica will be free (during and after the term hereof) to (i) use such information and data to provide, improve and enhance the Platform and other Syndica offerings, and (ii) otherwise use and disclose such data solely in aggregate or other de-identified form in connection with its business. Further, Syndica shall have the right to use Customer’s name in a factual manner for marketing or promotional purposes on Syndica’s website and in other communication with existing or potential Syndica customers, and Customer hereby grants Syndica a license to display Customer’s name and logo on its website, in case studies, and other marketing or promotional materials. To decline Syndica this right, Customer must email Syndica (at the email address provided in the Platform) stating that Customer does not wish to grant Syndica this right. No rights or licenses are granted except as expressly set forth herein.
5. PAYMENT OF FEES
5.1. Fees. Customer will pay Syndica the then applicable subscription and other fees for the Platform and any other applicable services, as described in the relevant Order Form (or in the Platform itself, as applicable) in accordance with the terms therein (the “Fees”). All Fees are non-cancelable and non-refundable regardless of any early termination of this Agreement. If Customer’s use of the Platform exceeds any applicable limits set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Syndica reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the initial subscription term or thencurrent renewal term, upon forty five (45) days prior notice to Customer (which may be sent by email). If Customer believes that Syndica has billed Customer incorrectly, Customer must contact Syndica no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Syndica’s customer support department.
5.2. Payment Terms. Except as otherwise agreed in an applicable Order Form, payment of Fees will be due monthly in advance via credit card or other electronic payment method. Syndica may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Syndica within seven (7) days after the date of the invoice. Unpaid or late Fees are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. Customer shall be responsible for all taxes associated with Platform other than U.S. taxes based on Syndica’s net income. Syndica reserves theright to suspend Customer’s access to the Platform if Customer fails to timely pay any Fees due to Syndica under this Agreement. Suspension shall not release Customer of its payment obligations under this Agreement.
6. TERM; TERMINATION
6.1. Term. Subject to earlier termination as provided below, this Agreement is for the initial subscription term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the initial subscription term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.
6.2. Termination . Customer may terminate this Agreement for convenience at any time upon written notice to Syndica, which notice may be provided via a subscription cancellation feature in the Platform; provided, however, that in accordance with Section 5.1 of this Agreement no refund or credit will be provided for Fees paid in advance. In addition to any other remedies it may have, Syndica may terminate this Agreement immediately upon written notice if Customer party materially breaches any of the terms or conditions of this Agreement. Syndica may also reasonably suspend Customer’s and/or any users’ access to or use of Platform at any time in its reasonable discretion if it possesses a good faith belief that Customer’s use of the Platform may be in violation of this Agreement or otherwise places Syndica (or its customers or other interests) at risk of harm, damage, loss or liability. Upon termination, Customer’s right to use the Platform shall immediately terminate, all outstanding Fees due for the Platform for the entire Term (regardless of any early termination) shall immediately become due and payable, Customer shall immediately cease use of and return (or at Syndica’s option destroy) all Platform software and related documentation in its possession or control, and each party shall return to the other all Proprietary Information. The terms of the following Sections shall survive expiration or termination of this Agreement: 3, 4, 5, 6.2, 8.2, 9, 10 and 11.
Syndica shall hold Customer harmless from liability to third parties resulting from infringement by the Platform of any United States patent or copyright or misappropriation of any trade secret, provided Syndica is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Syndica will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to the Platform or portions or components thereof (i) not supplied by Syndica, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Syndica, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Platform is not strictly in accordance with this Agreement. Customer will indemnify Syndica from all damages, settlements, attorneys' fees and expenses related to (i) any claim of infringement or misappropriation excluded from Syndica's indemnity obligation by the preceding sentence, or (ii) any other claim arising from or in connection with Customer’s use of the Platform (except to the extent covered by Syndica’s indemnity obligations above).
8. WARRANTY AND DISCLAIMERS
8.1. Warranty. Syndica warrants that it shall use reasonable efforts consistent with prevailing industry standards to operate and maintain the Platform in a manner which minimizes errors and interruptions in the Platform. As Customer’s sole remedy, Syndica shall use diligent efforts to repair or replace any portion of the Platform that does not conform to the foregoing warranty
8.2. DISCLAIMER. SYNDICA DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE PLATFORM. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PLATFORM AND ANY OR OTHER SERVICES ARE PROVIDED “AS IS” AND SYNDICA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.
9. LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, SYNDICA AND ITS OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND SYNDICA’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES RECEIVED BY SYNDICA UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT SYNDICA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10. GOVERNMENT MATTERS
Customer may not remove or export from the United States or allow the export or re-export of the Platform or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Platform and documentation are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable or transferable by either party without the other party’s prior written consent, except that either party may assign this Agreement without consent to a successor to all or substantially all of such party’s assets or business. Syndica may use subcontractors in its performance of this Agreement; provided that Syndica shall remain responsible for any such subcontractor’s performance hereunder. Except to the extent the parties have mutually executed and delivered a separate written agreement covering the same Syndica Platform (a “Separate Signed Agreement”), this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. In the event of a conflict between the terms of this Agreement and the terms of a Separate Signed Agreement, the terms of the Separate Signed Agreement shall supersede and control. However, any different or additional terms of any purchase order, confirmation, or similar pre-printed form will have no force or effect. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Syndica in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of Texas without regard to its conflict of laws provisions. Any claim, action or proceeding arising from or relating to this Agreement may only be brought in the state or federal courts of Texas and each party hereby consents to the exclusive jurisdiction thereof.
Figma Community Attribution 4.0 International
“Landscape-vector-editable”, By Manish Yadav, licensed under CC BY 4.0 https://creativecommons.org/licenses/by/4.0/, landscape vector field color was changed and added in a different place within our website design. Link to original work https://www.figma.com/community/file/1021017154484071063
“Stars Pack”, By Daria Dzisko, licensed under CC BY 4.0 https://creativecommons.org/licenses/by/4.0/, star color was changed and added to several places in our website design. Link to original work https://www.figma.com/community/file/1020701317322253884
“SAAS Dashboard”, By Jiang Yu, licensed under CC BY 4.0 https://creativecommons.org/licenses/by/4.0/, various elements such as graphs were edited and repurposed around our website design various attributes were changed such as colors, fonts, and layout. Link to original work https://www.figma.com/community/file/1065510379888107603
“Block 3D”, By Umpontoseis and Flavio Farias, licensed under CC BY 4.0 https://creativecommons.org/licenses/by/4.0/, the figma logo on block was changed to a Solana logo and the block itself was moved to various parts of our website design. Link to original work https://www.figma.com/community/file/851034193365416503