LAST UPDATED May 16, 2024
Welcome to Chain.io!
Thanks for using the Chain.io services (including its website, web-based applications, and any other tools, products, or services provided by Chain.io, Inc. that link to or reference these Terms) (collectively, the “Services”). The Services are provided by Chain.io, Inc. (“Chain.io”, “we,” “our,” or “us”), located at 1650 Market Street, Suite 3600, Philadelphia, PA, 19103, U.S.A.
“Customer” means the customer of Chain.io identified in an Order Form. “Order Form(s)” means an order form, statement of work, other similar ordering document, including in electronic form that references these Terms (“Order Form(s)”) entered into by Customer and Chain.io or a Chain.io authorized reseller (a “Reseller”). “You” or “Your” means Customer in addition to, as applicable, an employee, Reseller or service provider of Customer using the Services on Customer’s behalf, or any other trading partner or person using the Services in connection with Customer’s use of the Services.“Reseller Agreement” means any additional terms and conditions relating to the Services agreed to by Customer and such Reseller.
By using our Services, You are agreeing to these Terms of Service (“Terms”). Please read them carefully. Our Services are very diverse, so sometimes additional terms or product requirements (including age requirements) may apply. If additional terms or conditions are available with or applicable to the relevant Services, then those additional terms become part of Your agreement with us if You use those Services. By accessing or using the Services, You intend and agree to be legally bound by these Terms. You may wish to print or save a local copy of the Terms for Your records.
YOU ACKNOWLEDGE AND AGREE THAT THESE TERMS OF SERVICE LIMIT OUR LIABILITY AND THAT YOU ARE RELEASING US FROM VARIOUS CLAIMS IN SECTION 7 BELOW. THESE TERMS ALSO CONTAIN A BINDING ARBITRATION PROVISION IN SECTION 12 THAT AFFECT YOUR RIGHTS UNDER THESE TERMS WITH RESPECT TO THE SERVICES.
1. USING OUR SERVICES
You must follow any policies made available to You within the Services, including any pricing and payment policies posted or otherwise made available within the Services.
Don’t misuse our Services. For example, don’t interfere with our Services, try to access them using a method other than the interfaces and the instructions that we provide. You may use our Services only for Your personal use and as permitted by law, including applicable export and re-export control laws and regulations. We may suspend or stop providing our Services to You if You do not comply with our terms or policies, if we are investigating suspected misconduct, or for any other reason.
Using our Services does not give You ownership of any intellectual property rights in our Services or the content You access through them (“Data”). You may not use Data from our Services, except as permitted by its owner or as otherwise permitted by law. These Terms do not grant You the right to use any branding or logos used in our Services, including the Chain.io names and logos. Don’t remove, obscure, or alter any legal notices displayed in or along with our Services.
Our Services provide some Data that is not our own, for example, Data belonging to third parties, or other users (collectively, “Third Party Data”) or Data that is Your Data (as defined in Section 6 below). We are not responsible for, and You waive all of our liability with respect to, Third Party Data or Your Data. Third Party Data or Your Data is the sole responsibility of the individual or entity that makes it available via the Services. We may review Third Party Data or Your Data to determine whether it is illegal or violates our policies, and we may remove or refuse to provide Third Party Data or Your Data that we believe violates our policies or the law. But we do not generally review content beforehand, and we are not obligated to do so.
In connection with Your use of the Services, we may send You service announcements, administrative messages, and other information. You may opt out of some of those communications, for example, by clicking on the “unsubscribe” link in marketing e-mails. Please be aware that there may be a brief period before we are able to process Your opt-out.
Some of our Services are available on mobile devices, which may cause You to incur data charges with Your wireless provider. Please be aware that we have no control over these charges, and if You do not wish to be charged, You should stop using the mobile features.
You may not (i) resell, remarket or distribute the Services or any integrations with the Services, or (ii) use the Services or any integrations with the Services for service bureau-type activities.
2. YOUR CHAIN.IO ACCOUNT
You will need an account in order to use the Services. If You create Your own account, You agree that all registration information You give us will be accurate and current. If Your account has been assigned to You by an administrator, such as Your employer, different or additional terms may apply, and Your administrator may be able to access or disable Your account. You will timely notify us of any changes to any of the foregoing information. You are responsible for controlling access to any PCs, mobile devices, or other end points that You allow to store Your Services password, or on which You enable a “Remember Me” or similar functionality (“Activated Device”). Accordingly, You agree that You will be solely responsible for all activities that occur under Your Services accounts, including the activities of any individual with whom You share Your Services account or an Activated Device.
To protect Your account, keep Your password confidential. You are responsible for the activity that happens on or through Your account. If You learn of any unauthorized use of Your password, please contact us at security@chain.io.
3. PAYMENT
If You acquired access to the Services through a Reseller, then your payment obligations for use of the Services are determined by the Reseller Agreement and not this Section 3. Our current pricing and payment policies, as may be updated from time to time, are posted or otherwise made available via the Services. Customer agrees to pay all amounts owed to us for the Services under any terms, policies or other written or electronic agreement we may have in place. We may require Customer to maintain valid credit card or other payment account information with us or our payment processor in order to receive the Services, and if so, Customer hereby authorize us to charge Customer’s credit card or other payment account for the Services. Any failure to maintain valid, up-to-date payment information with us or our payment processor or to keep Customer’s payments current will constitute a material breach of these Terms, for which we may suspend or terminate Your access to the Services immediately without notice. Interest will be charged on all unpaid delinquent amounts at the rate of 1.5% per month or the highest rate permitted by applicable law, whichever is lesser. Customer agrees to reimburse us for all collection agency fees, attorneys’ fees and other costs we may incur to collect delinquent amounts Customer owes to us.
4. TERM AND TERMINATION
4.1 Term. The initial term (“Initial Term”) of these Terms is that which is set forth in the Order Form(s) (together with any Renewal Term (as defined in Section 4.2 below), the “Term”). These Terms and the Order Form are not cancellable and shall remain in effect until expiration or earlier termination in accordance with these Terms.
4.2 Automatic Extension of the Term. Unless otherwise expressly stated in an Order Form(s), these Terms and the Order Form will automatically renew for a period equal to the length of the Initial Term or one year, whichever is longer (each, a “Renewal Term”), unless a Notice of Non-Renewal (as defined below in this Section 4.2) is provided at least sixty (60) days prior to the expiration of the Initial Term or the then-current Renewal Term. “Signing Party” means (i) Chain.io, if Chain.io signed the applicable Order Form, or (ii) Reseller, if Reseller signed the applicable Order Form. “Notice of Non-Renewal” means written notice of a party’s desire not to renew these Terms and the Order Form provided by (i) Customer to the Signing Party, if Customer elects not to renew, or (ii) the Signing Party to Customer, if the Signing Party elects not to renew.
4.3 If a Reseller is the Signing Party, then this Section 4.3 does not apply. In the event that the Term is extended under Section 4.2 above: (1) Customer shall remain subscribed during such period of extension to the Services to which it was subscribed, and (2) the subscription fee to be paid to Chain.io for such Services during such period of extension shall be equal to the annualized amount of the subscription fee that was in effect during the recently concluded term or the renewal amount communicated by Chain.io at least ninety (90) days prior to the expiration of the Initial Term or the then-current Renewal Term. Unless otherwise specified in an Order Form(s), (i) Chain.io will invoice Customer upon renewal, and (ii) invoiced amounts will be payable within thirty (30) days of Customer’s receipt of an invoice.
4.4 Termination. Chain.io or Customer may terminate these Terms and an applicable Order Form(s) immediately, without further obligation to the other party, in the event of a material breach of these Terms or an Order Form by the other party that is not remedied within thirty (30) days after the breaching party’s receipt of written notice specifying such breach. Chain.io and Customer may terminate these Terms and any Order Form where Chain.io is a Signing Party at any time upon their mutual agreement in a writing signed by both parties.
4.5 Termination by Customer. If these Terms and an Order Form where Chain.io is a Signing Party are terminated by Customer due to an uncured material breach of these Terms or such Order Form by Chain.io, Chain.io shall promptly refund to Customer the pro-rata amount of any pre-paid subscription fees attributable to periods after the date of such termination, calculated on a straight-line monthly basis.
4.6 Termination by Chain.io. If these Terms and an Order Form where Chain.io is a Signing Party are terminated by Chain.io due to a material breach by Customer ofthese Terms or such Order Form, all subscription fees payable to be paid to Chain.io for the remainder of the Initial Term or then-current Renewal Term shall be immediately due and payable to Chain.io, and Customer shall promptly remit all such fees to Chain.io upon receipt of an invoice. If these Terms where a Reseller is a Signing Party are terminated by Chain.io due to a material breach by Customer of these Terms, then such Order Form or the Reseller Agreement will determine whether Customer is entitled to a refund from such Reseller.
5. PRIVACY AND FEEDBACK
Our privacy policy explains how we treat Your personal information and protect Your privacy when You use our Services. Our privacy policy is available at https://chain.io/privacy. By using our Services, You agree that we can collect, use, and share data from You as described in our privacy policy. We are not responsible for any information or Data collected by users that You submit or make available via Your use of the Services. You assume all privacy, security, and other risks associated with providing any information, including personally identifiable information, to other users of the Service.
If You submit feedback or suggestions about our Services, You agree that we may use Your feedback or suggestions without obligation to You.
6. INFORMATION YOU SUBMIT
“Your Data” means supply chain-related and other Third Party Data that You or Your trading partners submit, upload, or otherwise transfer, whether manually or through integrations with other systems, and share to or through the Services.In making Your Data available for use through the Services, You must follow these Terms and the rules and policies referenced in these Terms. You represent and warrant that You have all rights and permissions necessary to provide Your Data to us for use in the Services and sharing with other users of the Services, as configured by You through the Services. You retain ownership of any intellectual property rights that You hold in Your Data. In short, what belongs to You stays Yours.If You acquired access to the Services through a Reseller, the Reseller does not automatically receive access to the Services or Your Data.However, the Reseller Agreement may provide the Reseller with permission to use the Services or Your Data on Your behalf.
You may upload Your own JavaScript code for use in connection with the Services (“Your Code”).Your Code will execute in connection with Your use of the Services as configured by You.You agree that you are solely responsible for Your Code and that Chain.io will have no liability or responsibility whatsoever arising from Your Code. You represent and warrant that (i) Your Code does not violate or infringe any third party copyright, trademark, patent or trade secret rights, or any privacy or other proprietary rights of any third party; (ii) You will ensure that Your Code will be free of any virus, Trojan horse, worm, backdoor, root kit, advanced persistent threat, time bomb, drop dead device, ransomware, or any other malicious code, or device (collectively, “Malware”) that could damage or allow unauthorized access to Chain.io’s or any third party’s networks, systems, applications, or data; and (iii) Your Code will not be used to collect, upload, download, copy, store, transfer, or disclose any unauthorized data, information, Malware, code, or script.
By making Your Data and/or Your Code available to, or sharing Your Data through, the Services, You give us (and those we work with) a royalty-free, worldwide license to use, host, store, reproduce, modify, create derivative works (such as those resulting from translations, adaptations or other changes we make so that Your Data and/or Your Code works better with our Services but in all cases for the purpose of providing the Services), and create aggregate usage data and data sets of Your Data (“Data Sets”) and/or Your Code. We may also communicate, publish, and distribute Your Data and/or Your Code only as explicitly configured by You through the Services. The rights You grant in this license are for the limited purpose of operating, promoting, supporting, and improving our Services, and to develop new ones. This license continues even if You stop using our Services.
If You configure the Services to allow it, we may use the Data Sets in a machine learning system to create recommendations and to provide predictive logistics services (such recommendations and services collectively, the “Predictive Analytics”). You retain ownership of Your Data as included in the Data Sets. We own all right, title, and interest in and to the Predictive Analytics. If You turn off this configuration, Your ability to access Predictive Analytics may be limited.
You may request that we delete any of Your Data that You submit to the Services or exclude Your Data from the Data Sets by sending us an email at support@chain.io. To the extent within our control, we’ll remove Your Data from the Services if permitted by applicable law; however, it may persist in backup or residual copies for as long as those copies are maintained (but will not be available to other users through the Services). For purposes of clarification, once You submit or share Your Data with others via the Services (e.g., other users or third parties), we no longer have control over those portions of Your Data and will not be able to delete it or prevent them from using it.
You acknowledge that Chain.io is a technology provider and does not perform any freight forwarding, customs brokerage, transportation management, or any other logistics or trade compliance related service. You are solely responsible for evaluating and selecting all logistics service and trading partners, even if You are introduced through a Chain.io employee or Service. Chain.io maintains separate, independent business relationships with You and all of our other customers and partners. The relationship between Chain.io, You and any other users is that of independent contractors, and not legal partners, employees, joint venturers, or agents of each other.
You acknowledge that You are solely responsible for payment of applicable duties, tariffs, taxes and any other applicable fees and levies with respect to shipments. Additionally, You are solely responsible for compliance with all applicable governmental, insurance, and industry rules, regulations, and requirements (including, without limitation, any applicable restrictions on imports or exports to or from any nation, port or other shipping center).
You agree that You will not use the Services or Your Code to:
- Violate any law or a third-party’s rights;
- Submit excessive or unsolicited commercial messages or spam any users;
- Submit malicious content or viruses;
- Solicit other people’s login information, credit card numbers, or other sensitive information;
- Harass or bully other users; or
- Post content that is hate speech, threatening or pornographic, that incites violence or that contains nudity or graphic or gratuitous violence.
7. MODIFYING OUR SERVICES
We are constantly changing and improving our Services. We may add or remove functionalities or features, and we may suspend or stop a Service altogether, at any time, without any notice or liability.
Sections 8 – 13 will survive termination or expiration of these Terms indefinitely.
8. OUR WARRANTIES AND DISCLAIMERS
OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS, NEITHER CHAIN.IO NOR ITS LICENSORS, SUPPLIERS, OR DISTRIBUTORS MAKE ANY SPECIFIC PROMISES ABOUT THE SERVICES. FOR EXAMPLE, WE DON’T MAKE ANY COMMITMENTS ABOUT THE DATA WITHIN THE SERVICES, THE SPECIFIC FUNCTIONS OF THE SERVICES, OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. WE ALSO DO NOT MAKE ANY WARRANTIES OR COMMITMENT RELATING TO NON-INFRINGEMENT, FREEDOM FROM VIRUSES OR OTHER HARMFUL CODE, OR ERROR-FREE OR UNINTERRUPTED OPERATIONS. IN THE EVENT OF ANY ERRORS CAUSED BY THE SERVICES (EXCLUDING YOUR DATA), CHAIN.IO WILL, WITHIN A COMMERCIALLY REASONABLE TIME, TAKE SUCH COMMERCIALLY REASONABLE REMEDIAL MEASURES AS HAVE BEEN MUTUALLY AGREED UPON BY YOU AND CHAIN.IO IN WRITING. EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, WE PROVIDE THE SERVICES “AS-IS.”
SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES.EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, CHAIN.IO SHALL HAVE NO LIABILITY ARISING FROM YOUR RELATIONSHIP WITH A RESELLER, INCLUDING THE RESELLER AGREEMENT OR AN ORDER FORM WHERE A RESELLER IS THE SIGNING PARTY.
YOU AND YOUR HEIRS, SUCCESSORS, AND ASSIGNS HEREBY FOREVER IRREVOCABLY RELEASE, DISCHARGE, AND HOLD HARMLESS US, OUR AFFILIATES, AND OUR AND THEIR SUCCESSORS AND ASSIGNS, AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS (COLLECTIVELY, “RELEASED PARTIES”) FROM, AND AGREE NOT TO SUE ANY RELEASED PARTY FOR, ANY LIABILITIES, CLAIMS, OBLIGATIONS, SUITS, ACTIONS, DEMANDS, EXPENSES, AND DAMAGES WHATSOEVER (COLLECTIVELY, “LIABILITIES”) THAT YOU MAY HAVE AGAINST ANY RELEASED PARTY WHETHER EXISTING NOW OR IN THE FUTURE, WHETHER KNOWN OR UNKNOWN, ARISING OUT OF OR IN CONNECTION WITH YOUR OR A THIRD PARTY’S CONDUCT RELATED TO USE OF THE SERVICES, INCLUDING YOUR CODE. YOU UNDERSTAND AND ACKNOWLEDGE THAT THE FOREGOING SENTENCE RELEASES AND DISCHARGES ALL LIABILITIES, WHETHER OR NOT THEY ARE CURRENTLY KNOWN TO YOU, AND YOU WAIVE YOUR RIGHTS UNDER CALIFORNIA CIVIL CODE SECTION 1542. YOU UNDERSTAND THE MEANING OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH READS AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” BY AGREEING TO THESE TERMS AND THIS WAIVER, YOU ASSUME ALL RISK ARISING FROM YET UNKNOWN CLAIMS.
Chain.io warrants that it will use commercially reasonable efforts to not introduce any virus in the source code used to provide the Services as delivered to the hosting environment (the “Virus-free Warranty”). For the avoidance of doubt, the Virus-free Warranty shall not apply to, and Chain.io shall have no responsibility or liability for, any software, technologies or data not provided by Chain.io, including Your Data, any of Your or Your trading partners’ networks or systems, or any third-party software or cloud service platforms used to provide the Services. In the event of a breach of the Virus-free Warranty, Chain.io will mitigate the effects of the virus by using commercially reasonable efforts to remove such virus from the Services (the “Virus Remedy”). Your sole and exclusive remedy, and Chain.io’s sole liability, for breach of the Virus-free Warranty shall be for Chain.io to provide the Virus Remedy.
Additionally, Chain.io warrants that it (i) will process Your Data in accordance with (a) all U.S. laws generally applicable to information technology service providers, and (b) generally accepted good industry practices of Chain.io’s industry, and (ii) subject to the next sentence, has all necessary and appropriate permissions, rights, and powers to enter into and perform its obligations in these Terms. You warrant that You have all necessary and appropriate permissions, rights, and powers to enter into and engage in the activities contemplated by these Terms.
Chain.io shall have no responsibility or liability under this Section 8 or otherwise arising from (x) Your Code, (y) use of the Services in any manner contrary to Chain.io’s instructions or these Terms, or (z) modification or alteration of the Services by any party other than Chain.io or Chain.io’s authorized sub-contractors.
9. LIABILITY FOR OUR SERVICES
WHEN PERMITTED BY LAW, CHAIN.IO (AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS) AND OUR LICENSORS, SUPPLIERS, AND DISTRIBUTORS, WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES OR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.
TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF CHAIN.IO (AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS) AND OUR LICENSORS, SUPPLIERS, AND DISTRIBUTORS, FOR ANY AND ALL CLAIMS UNDER THESE TERMS OR RELATING TO YOUR USE OF THE SERVICES, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE SERVICES (OR, IF WE CHOOSE, TO SUPPLY YOU THE SERVICES AGAIN) IN THE SIX (6) MONTHS PRECEDING THE EVENT(S) GIVING RISE TO SUCH CLAIM(S).
IN ALL CASES RELATING TO PROVIDING YOU THE SERVICES, CHAIN.IO (AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS) AND ITS LICENSORS, SUPPLIERS, AND DISTRIBUTORS, WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE OR THAT IS DUE TO EVENTS OUTSIDE OF OUR REASONABLE CONTROL, SUCH AS WARS, CRIMINAL ACTIVITIES, STORMS OR EXTREME WEATHER, NATURAL DISASTERS, ACTS OF GOVERNMENT, CIVIL DISORDER, DELAYS (INCLUDING, BUT NOT LIMITED TO, DELAYS OR FAILURES OF CARRIERS), SUPPLY INTERRUPTIONS, OR TELECOMMUNICATION OR INTERNET FAILURES.
SUBJECT TO THE FOREGOING IN SECTIONS 8 AND 9, CHAIN.IO WILL BE FULLY RESPONSIBLE FOR ALL ACTS AND OMISSIONS OF ITS OFFICERS, EMPLOYEES AND AGENTS IN FULFILLING ITS OBLIGATIONS UNDER THIS AGREEMENT.
10. BUSINESS/EMPLOYER USES OF OUR SERVICES
If You are using our Services on behalf of a business or employer, You are accepting these Terms on behalf of such business or employer, and that business or employer agrees to be bound by these Terms.
11. INDEMNIFICATION
You hereby agree to indemnify, defend, and hold harmless Chain.io, its affiliated companies, and its and their predecessors, successors, and assigns, and its and their respective directors, officers, employees, agents, representatives, partners, and contractors from and against all claims, losses, expenses, damages and costs (including, but not limited to, reasonable attorneys’ fees), resulting from or arising out of Your actual or alleged breach of these Terms, Your Data made available to or through the Services, Your Code, Your relationship with a Reseller, including, as applicable, a Reseller Agreement or an Order Form where a Reseller is the Signing Party, or Your use or misuse of the Services. However, You will not be responsible for claims, damages, and costs which are found by a court of competent jurisdiction to have arisen solely from our (i) gross negligence or willful misconduct, (ii) breach of our express warranties in Section 8 above, or (iii) use of Your Data in breach of the terms of these Terms.
Chain.io shall indemnify, defend, and hold harmless You and Your affiliated companies, and Your and their predecessors, successors, and assigns, and Your and their respective directors, officers, employees, agents, representatives, partners, and contractors from and against all out-of-pocket losses, expenses, damages and costs (including, but not limited to, reasonable attorneys’ fees) arising from any third party demand, claim or proceeding resulting from or arising out of any actual or alleged infringement or misappropriation by the Services, as provided by Chain.io and used strictly in accordance with these Terms, of any United States copyright, trademark, patent or trade secret right of any third party, except to the extent such infringement or misappropriation arises from (i) alterations made by You or a third party to the Services, (ii) any materials, data, information, specifications or instructions provided by You or Your trading partners, (iii) breach of these Terms or improper or unauthorized use of the Services by You or any third party obtaining access through You, (iv) combination of the Services with products, data, or services that are not provided by Chain.io, or (v) use of the Services after You receive notice of such actual or alleged infringement or misappropriation.
Should the Services become, or in Chain.io’s opinion likely to become, the subject of a claim of infringement or misappropriation, Chain.io shall, at its option and expense either: (i) procure for You the right to continue to use the Services, (ii) replace or modify the infringing Services to make their use non-infringing without loss of substantial functionality, or (iii) provide for a reduction in the scope of the Services and a corresponding reduction in the applicable fees. Notwithstanding the foregoing, if Chain.io, in its sole discretion, determines that such options are not available to it on commercially reasonable terms, Chain.io, at its option, may terminate Your license for the allegedly-infringing Services or these Terms, in which event Chain.io shall refund to Customer the unused portion of any fees prepaid under these Terms. The infringement indemnification remedies provided herein shall be Chain.io’s sole liability, and Your sole and exclusive remedy, for any claims or allegations relating to intellectual property infringement or misappropriation.
The indemnified party shall promptly provide the indemnifying party with written notice of any claim for which it seeks indemnification hereunder, and the indemnifying party shall assume the defense thereof; provided, however, that failure of the indemnified party to provide such notice will not release the indemnifying party from any of its indemnity obligations except to the extent that the indemnifying party’s ability to defend such claim is materially prejudiced by such delay. The indemnifying party shall not (i) settle or compromise any such claim (a) without the full release of the indemnified party from all liabilities and obligations associated with the claim (except for any obligations that the indemnified party has consented to in writing), or (b) in a manner that imposes any obligation on the indemnified party (including the payment of any amount) without the prior written consent of the indemnified party, or (ii) admit liability or wrongdoing on behalf of an indemnified party without the indemnified party’s prior written consent. Each party shall have the right to participate, at its expense, in the defense of any claim covered hereunder with counsel of its own choosing.
12. SALES TAX
If You acquired access to the Services through a Reseller, then your payment obligations with respect to the taxes described in this Section 12 are determined by the Reseller Agreement and not this Section 12. Chain.io is required to charge sales, use, value-added or other similar taxes (collectively, “Taxes”) on all purchases made by Customers in certain jurisdictions, including certain states, that impose such Taxes.Chain.io must remit Taxes collected to the respective jurisdictions. Accordingly, Chain.io will collect and remit Taxes on behalf of customers, based on the price of the products, according to applicable tax rates in the state to which the Customer's home office is located. All fees are exclusive of Taxes, which we will charge as applicable. You agree to pay Taxes applicable to Your use of the subscription service and other services as indicated on the billing invoice. If the customer is a sales tax-exempt company, the valid exemption certificate for the applicable Taxes must be submitted to ar@chain.io.
13. ABOUT THESE TERMS
We may modify these Terms or any additional terms that apply to a Service for any reason, for example, to reflect changes to the law or changes to our Services. You should look at the Terms regularly and the “Last Updated” date at the beginning of these Terms. We’ll use reasonable efforts to give You notice of these modifications, such as posting notice of modifications to these Terms on this web page, through the Services, or via email. By continuing to use the Services after we make these modifications, You agree that You will be subject to the modified Terms. If You do not agree to the modified terms for a Service, You should discontinue Your use of that Service.
If there is a conflict between these Terms and any additional terms for a Service, the additional terms will control for that conflict.No Reseller Agreement or Order Form where a Reseller is the Signing Party may modify, amend, or vary these Terms.
These Terms control the relationship between Chain.io and You. They do not create any third-party beneficiary rights. If You do not comply with these Terms, and we don’t take action right away, this doesn’t mean that we are giving up any rights that we may have (such as taking action in the future). If it turns out that a particular term is not enforceable, this will not affect any other terms.
The laws of the United States and the Commonwealth of Pennsylvania, excluding Pennsylvania’s conflict of laws rules, will apply to any disputes arising out of or relating to these terms or the Services.
You may not assign or delegate Your rights or obligations relating to these terms or Your account for the Services without our prior written consent. We may assign these terms or assign or delegate any of our rights or obligations at any time.
For information about how to contact Chain.io, please visit our contact page.
14. Binding Arbitration
Without limiting Your waiver and release in Sections 8 and 9, You agree to the following:
Purpose. Any and all Disputes (as defined below) involving You and Chain.io will be resolved through individual arbitration. In arbitration, there is no judge or jury and there is less discovery and appellate review than in court. This Section 14 (the “Arbitration Provision”) shall be broadly interpreted. Notwithstanding anything to the contrary in these Terms, this Section 14 does not apply to an action by either party to enjoin the infringement or misuse of its intellectual property rights, including copyright, trademark, patent or trade secret rights.
Definitions. The term “Dispute” means any claim or controversy related to the Services or the Software, including but not limited to any and all: (1) claims for relief and theories of liability, whether based in contract, tort, fraud, negligence, statute, regulation, ordinance, or otherwise; (2) claims that arose before these Terms or any prior agreement; (3) claims that arise after the expiration or termination of these Terms; and (4) claims that are currently the subject of purported class action litigation in which You are not a member of a certified class. As used in this Arbitration Provision, “Chain.io” means Chain.io and any of its predecessors, successors, assigns, parents, subsidiaries and affiliated companies and each of their respective officers, directors, employees and agents, and “You” means You and any users or beneficiaries of Your access to the Services or the Software.
Initiation of Arbitration Proceeding/Selection of Arbitrator. The party initiating the arbitration proceeding may open a case with JAMS, formerly Judicial Arbitration and Mediation Services, Inc., (“JAMS”) by visiting its website (www.jamsadr.com) or calling its toll-free number (1-800-352-5267). You may deliver any required or desired notice to Chain.io by mail to 1650 Market Street, Suite 3600, Philadelphia, PA, 19103, U.S.A.
Right to Sue in Small Claims Court. Notwithstanding anything in this Arbitration Provision to the contrary, either You or Chain.io may bring an individual action in a small claims court in the area where You access the Services if the claim is not aggregated with the claim of any other person and if the amount in controversy is properly within the jurisdiction of the small claims court.
Arbitration Procedures. This Arbitration Provision shall be governed by the Federal Arbitration Act. Arbitrations shall be administered by JAMS pursuant to its [Comprehensive Arbitration Rules and Procedures] [Streamlined Arbitration Rules and Procedures] (the “JAMS Rules”) as modified by the version of this Arbitration Provision that is in effect when You notify Chain.io about Your Dispute. You can obtain the JAMS Rules from the JAMS by visiting its website (www.jamsadr.com) or calling its toll-free number (1-800-352-5267). If there is a conflict between this Arbitration Provision and the rest of these Terms, this Arbitration Provision shall govern. If there is a conflict between this Arbitration Provision and the JAMS rules, this Arbitration Provision shall govern. If JAMS will not administer a proceeding under this Arbitration Provision as written, the parties shall agree on a substitute arbitration organization. If the parties cannot agree, the parties shall mutually petition a court of appropriate jurisdiction to appoint an arbitration organization that will administer a proceeding under this Arbitration Provision as written applying the JAMS Rules. A single arbitrator will resolve the Dispute. Unless You and Chain.io agree otherwise, any arbitration hearing will take place in Philadelphia, PA. The arbitrator will honor claims of privilege recognized by law and will take reasonable steps to protect customer account information and other confidential or proprietary information. The arbitrator shall issue a reasoned written decision that explains the arbitrator’s essential findings and conclusions. The arbitrator’s award may be entered in any court having jurisdiction over the parties only if necessary for purposes of enforcing the arbitrator’s award. An arbitrator’s award that has been fully satisfied shall not be entered in any court.
Waiver of Class Actions and Collective Relief. THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY CLAIMS TO BE ARBITRATED OR LITIGATED ON A CLASS ACTION, JOINT OR CONSOLIDATED BASIS OR ON BASES INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC (SUCH AS A PRIVATE ATTORNEY GENERAL), OTHER SUBSCRIBERS, OR OTHER PERSONS. THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT INDIVIDUAL PARTY’S CLAIM. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.
Arbitration Fees and Costs. If Your claim seeks more than $75,000 in the aggregate, the payment of the JAMS’s fees and costs will be governed by the JAMS Rules. If Your claims seek less than $75,000 in the aggregate, the payment of the JAMS’s fees and costs will be Chain.io responsibility. However, if the arbitrator finds that Your Dispute was frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), the payment of the JAMS’s fees and costs shall be governed by the JAMS Rules and You shall reimburse Chain.io for all fees and costs that were Your obligation to pay under the JAMS Rules. You may hire an attorney to represent You in arbitration. You are responsible for Your attorneys’ fees and additional costs and may only recover Your attorneys’ fees and costs in the arbitration to the extent that You could in court if the arbitration is decided in Your favor. Notwithstanding anything in this Arbitration Provision to the contrary, Chain.io will pay all fees and costs that it is required by law to pay.
Severability and Waiver of Jury Trial. If any part of subsection (f) of this Arbitration Provision is found to be illegal or unenforceable, the entire Arbitration Provision will be unenforceable, and the Dispute will be decided by a court. WHETHER IN COURT OR IN ARBITRATION, YOU AND CHAIN.IO AGREE TO WAIVE THE RIGHT TO A TRIAL BY JURY TO THE FULLEST EXTENT ALLOWED BY LAW. If any other clause in this Arbitration Provision is found to be illegal or unenforceable, that clause will be severed from this Arbitration Provision and the remainder of this Arbitration Provision will be given full force and effect.
Continuation. This Arbitration Provision will survive the termination or expiration of these Terms.