Terms of Service

Last Updated: June 8, 2020

 

This Terms of Service Agreement (“Terms”) are between you (“you” or “Customer”) and Cambridge Blockchain, Inc. ("Cambridge Blockchain,“ "we,” "us,” or "our”). Please read them carefully because together with your order of Tracelinks Monitor (“Services”), these Terms form an agreement between you and Cambridge Blockchain (“Agreement”). These Terms govern your initial purchase of a subscription as well as any future purchases made by you that reference these Terms. These Terms apply whether your purchases are made directly from Cambridge Blockchain.

By clicking on the “I agree” (or a similar) button that is presented to you at the time of your order, or by using, registering for, or accessing the Services described herein, you indicate that you have the power to form a contract with Cambridge Blockchain, agree that this Agreement forms a legally binding contract between you and Cambridge Blockchain and are agreeing to be contractually bound by these Terms.

If you are using the Services on behalf of an organization, you are agreeing to these Terms for that organization, and representing to Cambridge Blockchain that you have the authority to bind that organization to these Terms (in which event, “you” and “you” will refer to the organization).

Our Services are not intended for and may not be used by people under the age of 18. By using our Services, you are representing to us that you and your users are over 18 years of age.

Our services are currently only intended to be used to customers and users only based in the United State of America. By agreeing to these terms, you are representing to us that the you are legally based in the Unites States of America and that all users are residents of the United States of America.

These Terms may be modified from time to time, though any such modifications shall only be applicable at the date of renewal of your Agreement with Cambridge Blockchain. The date of the most recent revisions will appear on this page, so please check back periodically. Your use of or continued access to the Services after renewal constitutes your acceptance of those changes, whether or not you have reviewed them. If you do not agree to changes to the Terms, you must terminate the Agreement in accordance with these Terms effective as of the end of your subscription.

1 Definitions

“Customer Account” means an account created by you or on your behalf to avail of the Services.

“Authorized Representative” means an individual authorized by the Customer to represent the Customer

“Administrator” means an individual authorized by the Customer to perform administrative functions related to the Services

“Authorized User Account” or “User” means an account for an individual authorized by the Customer to participate in the Services. A User could also be an Authorized Representative or an Administrator.

This Agreement contains certain provisions that are unique to the Tracelinks Monitor services. These provisions are only binding and enforceable to the extent that Customer has purchased a subscription to said Services. Section headings are provided for general reference only and are not probative in interpreting the meaning of any provisions hereunder.

2 Availability and Use of the Services

2.1 General

Cambridge Blockchain will make the Services available to Customer for its business purposes during the Term of this Agreement solely through any Account (Customer Account, User Account) registered to Customer and in accordance with the subscription purchased by the Customer. Any changes in the quantity or type of Services are subject to separate mutual, written agreement of the parties. For clarity, the Services are not for resale.

2.2 Tracelinks Monitor

Tracelinks Monitor is a SaaS platform offering subscription-based Services for workplace health safety management to employers and its employees.

2.3 Access to the Services

Tracelinks provides its Services in a hosted, cloud-based format. “Apps” refers to applications installed on Customer’s desktop or mobile devices (for example, desktop apps, mobile apps,) and that enable a User or Administrator to engage with the Services. Cambridge Blockchain makes the Apps available to the Customer, including Administrators and Users solely as an ancillary tool for accessing the Services. Customer acknowledges that, from time to time, Cambridge Blockchain may issue updates to the Apps (for example, to address security vulnerabilities, improve usability or performance, others). In that event, in order for the Customer to best utilize the Services, either the Customer will be offered the ability to upgrade their version of the Apps or the Apps will be automatically upgraded by Cambridge Blockchain.

​2.4 Support

The Customer may contact Cambridge Blockchain by email at support@tracelinks.co for technical support for the Services.

​2.5 Security

Cambridge Blockchain takes security of data very seriously. Cambridge Blockchain works hard and takes several measures to protect Customer Data and Other Information you provide from loss, misuse, and unauthorized access or disclosure. These steps take into account the sensitivity of the Customer Data and Other Information we collect, process and store, and the current state of technology. Given the nature of communications and information processing technology, Cambridge Blockchain cannot guarantee that information during transmission through the Internet or while stored on our systems or otherwise in our care will be absolutely safe from loss or intrusion by others.

3 Your Responsibilities relating to Use of the Services.

3.1 Content

  1. The Customer is responsible for the accuracy and quality of the Content.

  2. The Customer will ensure that the Content complies with this Agreement and applicable laws.

  3. The Customer will promptly handle and resolve any notices and claims from a third party that any Content violates such party’s rights, including regarding take-down notices pursuant to the U.S. federal Digital Millennium Copyright Act.

  4. The Customer will ensure that any and all necessary permissions are secured to enable Cambridge Blockchain to access, copy and/or use Content as necessary to perform the Services, including, but not limited to, consent of Users to process Content in general and any personal data in particular. The Customer’s signature on this Agreement confirms that Customer will secure their Users’ consent to share their Content in order to use the Services.

Absent a binding legal order, Cambridge Blockchain does not access any of the Customer’s Accounts for the Content transmitted, shared or maintained through its Services for any purpose other than providing the Services.

​3.2 Passwords and Accounts

The Customer is responsible for all activities conducted under its User and Customer logins, and for safeguarding the confidentiality of all usernames and passwords. Cambridge Blockchain will have no liability to Customer or any third party as a result of any unauthorized disclosure or access to Customer’s Accounts or Content as a result of misuse or loss, or the theft of any password or username. Customer will provide Cambridge Blockchain with prompt written notice regarding any unauthorized use of an Account, Content or the Services of which Customer becomes aware, and will take all steps necessary to terminate such unauthorized use. In addition, Customer will provide Cambridge Blockchain with any cooperation and assistance reasonably requested by Cambridge Blockchain related to any such unauthorized use.

​3.3 Usage Restrictions

Customer will comply with, and ensure its Users comply with, this Agreement. In addition, Customer and its Users and Administrators will not:

  1. use the Services in any manner or for any purpose other than as expressly permitted by this Agreement;

  2. allow multiple individuals to utilize the same User login credentials; 

  3. resell, sublicense, lease or otherwise make the Services available to any third party;

  4. modify, copy or create derivative works based on the Services;

  5. reverse engineer, disassemble or decompile the Services, or attempt to derive source code from the Services;

  6. remove, obscure or alter any proprietary right notice related to the Services; 

  7. use the Services to send unsolicited or unauthorized junk mail, spam, chain letters, pyramid schemes or any other form of duplicative or unsolicited messages; 

  8. store or transmit Content:

    1. containing unlawful, defamatory, threatening, pornographic, abusive, or libelous material,

    2.  containing any material that encourages conduct that could constitute a criminal offense, or

    3.  that violates the intellectual property rights or rights to the publicity or privacy of others;

  9. use the Services to store or transmit viruses, worms, time bombs, Trojan horses or other harmful or malicious code, files, scripts, agents or programs; 

  10. interfere with or disrupt use of the Services by other Cambridge Blockchain customers or to other servers or networks connected to the Services, or violate the regulations, policies or procedures of such other networks;

  11. access or attempt to access Cambridge Blockchain’s other accounts, computer systems or networks not covered by this Agreement, through password mining or any other means;

  12. access or use the Services in a way intended to avoid incurring fees or exceeding usage limits or quotas;

  13. use the Services, or permit their use, for purposes of product evaluation, benchmarking or other comparative analysis intended for publication without Cambridge Blockchain’s prior written consent.

​3.4 Notices

You acknowledge that once you have registered with us, we may send you communications or data regarding the Services using electronic means. These may include but are not limited to (i) notices about your use of the Services, including any notices concerning violations of use, (ii) updates to the Services, (iii) materials regarding Cambridge Blockchain's products and services, and (iv) information the law requires us to provide. We give you the opportunity to opt-out of receiving certain of these communications from us by following the opt-out instructions provided in the message. However, even if you opt-out, you understand that we may continue to provide you with required information by email at the address you specified when you signed up for the Services or via access to a website that we identify. Notices we email to you will be deemed given and received when the email is sent. If you provide Cambridge Blockchain with legal notices, you must transmit it to us via email to legal@cambridge-blockchain.com, with a duplicate copy sent via registered mail, return receipt requested, to the following address: Cambridge Blockchain, Inc., Attn: Legal Department, 1, Broadway, 14th Floor, Cambridge, MA 02142. Any such notice, in either case, must specifically reference that it is a notice given under these Terms.

4 Fees and Payment

4.1 Fees

You agree to pay, using a valid credit card (or other form of payment which we may accept from time to time), the charges and fees (such as recurring monthly or annual fees) set forth in the applicable subscription (if any) or on our website (collectively, “Fees”) and any applicable Taxes (as defined below). You will pay Fees in the currency we quoted for your account (and we reserve the right to change the quoted currency at any time). We will automatically charge your credit card or, invoice and collect payment in an alternative method, at the start of the billing period and at the start of each renewal period. Except as specifically set forth in this Section, the Services are prepaid for the period selected (monthly, annually or otherwise) and are non-refundable. This includes Accounts that are renewed.

​4.2 Invoicing and Payment Terms

You agree to keep all information in your billing account current. In the event that we invoice you, then all fees will be due and payable upon receipt, unless otherwise indicated on your subscription order. We reserve the right to charge, and you agree to pay, a late fee on past due amounts. The late fee will be equal to the lesser of 1.5% of the unpaid amount each month or the maximum amount allowed by applicable law. We may use a third party to collect past due amounts. You must pay for all reasonable costs we incur to collect any past due amounts, including reasonable attorneys' fees and other legal fees and costs. In addition, we may suspend your access to the Services or cancel the Services if your account is past due five days after Cambridge Blockchain provides you with written notice of a past due invoice.

​4.3 Taxes

Fees are exclusive of Taxes and you agree to pay or reimburse Cambridge Blockchain for all Taxes arising out of this Agreement. For purposes of this Agreement, “Taxes” means any sales, use, withholding and other taxes (other than taxes on Cambridge Blockchain’s income), export and import fees, customs duties and similar charges applicable to the transactions contemplated by this Agreement that are imposed by any government or other authority. You will promptly provide Cambridge Blockchain with legally sufficient tax exemption certificates for each taxing jurisdiction for which you claim exemption. In the event any government or authority imposes withholding taxes on Cambridge Blockchain’s fees, you shall increase the amount of fees payable to Cambridge Blockchain in a manner such that Cambridge Blockchain receives the full amount of committed fees.

5 Confidentiality

5.1 Confidential Information Definition

"Confidential Information" means all confidential and proprietary information of a party ("Disclosing Party") disclosed to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms and conditions of this Agreement (including pricing and other terms reflected in the subscription order), the Content, the Services (including the Cambridge Blockchain Apps), business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information of a Disclosing Party includes any information the Disclosing Party has received from others which the Disclosing Party is obligated to treat as confidential or proprietary. Confidential Information will not include any information that, in each case without breach of any obligation owed to Disclosing Party: (i) is or becomes generally known to the public; (ii) was known to Receiving Party prior to its disclosure by Disclosing Party; (iii) was independently developed by Receiving Party; or (iv) is received from a third party who is not subject to an obligation of confidentiality vis-à-vis Disclosing Party.

​5.2 Obligations regarding Confidential Information

Receiving Party will not use or disclose any Confidential Information of Disclosing Party for any purpose outside the scope of this Agreement, except with Disclosing Party's prior written consent. Receiving Party will protect the confidentiality of Disclosing Party's Confidential Information in the same manner that it protects the confidentiality of its own confidential information of like kind (but in no event using less than reasonable care). Receiving Party will promptly notify Disclosing Party if it becomes aware of any actual or reasonably suspected breach of confidentiality of Disclosing Party's Confidential Information. 

Cambridge Blockchain will process Content only in accordance with Customer’s and Users’ instructions. Absent a binding legal order, Cambridge Blockchain does not access any of the Customer’s Accounts for the Content transmitted, shared or maintained through its Services for any purpose other than providing the Services.

​5.3 Compelled Disclosures

If Receiving Party is compelled by law to disclose Confidential Information of Disclosing Party, Receiving Party will provide Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party's cost, if Disclosing Party wishes to contest the disclosure. The Receiving Party will (i) take reasonable steps to limit any such provision of Confidential Information to the specific Confidential Information required by such court or agency, and (ii) continue to otherwise protect all Confidential Information disclosed in response to such order, subpoena, regulation or process of law. Except for such required disclosure, the Confidential Information will remain subject to the terms of this Agreement and may only be disclosed as set forth in this Section 6.

​5.4 Injunctive Relief

If Receiving Party discloses (or threatens to disclose) any Confidential Information of Disclosing Party in breach of confidentiality protections hereunder, Disclosing Party will have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts (without the need for the posting of a bond or other guarantee), it being acknowledged by the parties that any other available remedies are inadequate.

​5.5 Return of Confidential Information

Upon any termination of this Agreement, Receiving Party will continue to maintain the confidentiality of Disclosing Party's Confidential Information and, upon request, return to Disclosing Party or destroy (at Disclosing Party's election) all materials containing such Confidential Information. The aforementioned only pertains to Confidential Information transferred from one party to the other not within the usage of the Service; the destruction of Content on termination is governed by the terms of Section 10.

6 Ownership

6.1 Ownership by Customer

As between Customer and Cambridge Blockchain, Customer or its licensors own all right, title and interest in and to the Content provided, transmitted or processed through, or stored in, the Services. Customer hereby grants Cambridge Blockchain the right to transmit, use, modify, adapt, reproduce, display or disclose the Content solely (i) to provide the Services to Customer or any User, (ii) to comply with any request of a governmental or regulatory body (including subpoenas or court orders) or as otherwise required by law, (iii) for statistical use provided that such data is not personally identifiable, and (iv) as necessary to monitor and improve the Services and corresponding support. Customer represents and warrants that Customer has all rights in the Content necessary to grant these rights and use the Services, and that the transmission, storage, retrieval, and processing of the Content do not violate any law.

6.2 Ownership by Cambridge Blockchain

As between Cambridge Blockchain and Customer, Cambridge Blockchain or its licensors own all right, title and interest in and to the Services (including all hardware, Cambridge Blockchain Apps and other artifacts used to provide the Services), including all intellectual property rights in any of the foregoing. No title to or ownership of any proprietary rights related to the foregoing is transferred to Customer or any User pursuant to these Terms or any transaction contemplated by these Terms. Cambridge Blockchain reserves all rights not explicitly granted to Customer. Cambridge Blockchain is free to use any comments, suggestions, recommendations, and other feedback you provide with respect to the Services for any purpose, without obligation.

7 Warranty and Disclaimers of Warranty

CAMBRIDGE BLOCKCHAIN WARRANTS THAT THE SERVICES WILL PERFORM IN ALL MATERIAL RESPECTS IN ACCORDANCE WITH THE DOCUMENTATION. CAMBRIDGE BLOCKCHAIN MAY MODIFY THE DOCUMENTATION IN ITS SOLE DISCRETION AS LONG AS THE FUNCTIONALITY OF THE SERVICES WILL NOT BE MATERIALLY DECREASED DURING THE THEN CURRENT SUBSCRIPTION TERM. EXCEPT FOR THE FOREGOING WARRANTY AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CAMBRIDGE BLOCKCHAIN MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. CAMBRIDGE BLOCKCHAIN SPECIFICALLY DISCLAIMS, WITHOUT LIMITATION, ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE CONTENT WILL BE SECURE BEYOND ANY POSSIBLE THREAT, OR ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF ANY COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. SOME JURISDICTIONS DO NOT ALLOW THE FOREGOING EXCLUSIONS. IN SUCH AN EVENT, THESE EXCLUSIONS WILL NOT APPLY SOLELY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

8 Indemnification

8.1 Indemnification by Cambridge Blockchain

Without derogating from and subject to any of the other Terms, Cambridge Blockchain will defend Customer from and against all claims, suits or actions made or brought against Customer by a third party (“Claim”) alleging that the Services infringe the intellectual property rights of that third party, and will indemnify Customer against any final judgment awarded (including reasonable attorneys’ fees and costs) or final settlement made with respect to such Claim which imposes a financial obligation on Customer. In addition to Cambridge Blockchain’s obligation of indemnification, if the Services become or, in Cambridge Blockchain’s opinion, are likely to become the subject of a claim of infringement, Cambridge Blockchain may, at its sole option and expense, either procure for you the right to continue using the Services under the terms of the Agreement or replace or modify the Services to be non-infringing without material decrease in functionality. If neither of the foregoing options is reasonably practicable, in Cambridge Blockchain’s judgment, Cambridge Blockchain may terminate your access to the infringing Services and refund to you all prepaid subscription fees for the remainder of the Subscription Term on a pro rata basis. Cambridge Blockchain will have no liability for any Claim to the extent the Claim is based upon (i) the Content; (ii) the Services in combination with any other product, service or device not furnished, recommended or approved by Cambridge Blockchain, if such Claim would have been avoided without such combination; or (iii) your use of the Services other than in accordance with the Agreement. This Section 9.1 states your exclusive remedy for any intellectual property claim against Cambridge Blockchain regarding the Services.

​8.2 Indemnification by Customer

You agree to indemnify Cambridge Blockchain, its officers, directors, employees, and agents, against any cost, loss, damage, or other liability arising from any third party demand or claim that any Content provided by you, or your use of the Services in breach of these Terms: (a) infringes any patent, trademark, or copyright of a third party, or misappropriates a trade secret (to the extent that such misappropriation is not the result of Cambridge Blockchain's actions) or (b) violates applicable law or these Terms. Cambridge Blockchain will provide you with notification of any such claim or demand that is subject to your indemnification obligation.

​8.3 Indemnification Process

A party’s obligation of indemnification is subject to the party requesting the indemnification: (i) promptly notifying the party providing the indemnification in writing of the existence of a third party demand for which indemnification is sought; (ii) granting the party providing the indemnification sole control over the defense, negotiation, compromise and settlement of any legal proceedings; and (iii) cooperating with the party providing the indemnification with respect to any such legal proceedings. The party requesting the indemnification may elect to participate in any such legal proceedings with an attorney of its own choice and at its own expense.

9 Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE FOLLOWING APPLIES: (a) IN NO EVENT WILL THE LIABILITY OF CAMBRIDGE BLOCKCHAIN, ITS AFFILIATES, OFFICERS, EMPLOYEES, OR AGENTS FOR ANY AND ALL CLAIMS RELATING TO THIS AGREEMENT OR THE TRANSACTIONS UNDER IT, INCLUDING THE SERVICES, EXCEED THE AMOUNT OF FEES THAT YOU PAID US DURING THE PREVIOUS TWELVE MONTH PERIOD, AND (b) IN NO EVENT WILL CAMBRIDGE BLOCKCHAIN, ITS AFFILIATES, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REVENUE, GOODWILL, USE OR CONTENT) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, NEGLIGENCE OR OTHERWISE, EVEN IF CAMBRIDGE BLOCKCHAIN HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU.

10 Term and Termination

10. 1 Term

The Agreement will commence on the date of Customer’s online registration for the Services, and will continue for the Subscription Term designated in the online registration process.

Unless a party provides the other party with at least 30 days’ written notice of termination prior to the end of the Subscription Term (with termination effective at the end of the Subscription Term), the Agreement will automatically renew for the same Subscription Term as had been in effect prior to the renewal (and, in the case of support, at the same support level if that level is still offered by Cambridge Blockchain) and Cambridge Blockchain will charge your payment information on file with us commencing on the first day of the renewal Subscription Term. 

For a Customer initiated termination in accordance with the above, Customer shall follow the termination process set forth in the Account. If Customer attempts to terminate the Agreement during a Subscription Term other than for cause, Cambridge Blockchain will not provide Customer with a refund for any pre-paid fees; this, without derogating from Cambridge Blockchain’s rights to bring a claim for all fees that Customer is committed to paying under the Agreement, with all such fees accelerating and becoming due on the date of termination.

​10.2 Suspension or Termination for Cause

A party may terminate this Agreement for cause immediately upon written notice: (i) for a material breach of this Agreement by the other party if the breach remains uncured 10 days after receipt of the initial written notice setting forth the breach in reasonable detail or (ii) if the other party becomes the subject of a bankruptcy, insolvency, receivership, liquidation, assignment for the benefit of creditors or similar proceeding (except to the extent that a party is prohibited by law from terminating under such conditions). Upon any termination for cause by Customer, Cambridge Blockchain will refund Customer any prepaid subscription fees for the post-termination period on a pro rata basis.

Additionally, Cambridge Blockchain reserves the right to temporarily suspend or terminate your access to the Services for: (i) the use of the Services in a manner that may cause Cambridge Blockchain to have legal liability or disrupt others' use of the Services; (ii) the detection of any malicious code, virus or other harmful code in your Account; or (iii) your use of excessive storage capacity or bandwidth. If circumstances allow, we will use commercially reasonable efforts to notify you of the suspension or termination through the Services. You acknowledge that if your access to the Services is suspended or terminated, you may no longer have access to the Content that is stored with the Services.

​10.3 Post-Termination Obligations

Within ninety days of termination of the Agreement for any reason, Cambridge Blockchain will destroy all copies of Content that remain within Cambridge Blockchain’s Services infrastructure.

​10.4 Survival

The provisions of these Terms that by their nature are intended to extend beyond termination will survive termination of this Agreement for any reason.

11 General Provisions

11.1 Dispute Resolution and Binding Arbitration

Except for small claims disputes in which a party seeks to bring an individual action in small claims court located in the county of its billing address or disputes in which such party seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, Customer and Cambridge Blockchain waive their rights to a jury trial and to have any dispute arising out of or related to this Agreement or our Services resolved in court. Instead, all disputes arising out of or relating to this Agreement or the Services will be resolved through confidential binding arbitration held in Boston, Massachusetts in accordance with the Streamlined Arbitration Rules and Procedures (“Rules”) of the Judicial Arbitration and Mediation Services (“JAMS”), which are available on the JAMS website.

Customer and Cambridge Blockchain each agree that this Agreement affects interstate commerce and that the enforceability of this Section 15 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law.  As limited by the FAA, this Agreement and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by this Agreement. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual. Customer and Cambridge Blockchain each agree that for any arbitration Customer initiates, it will pay the filing fee and Cambridge Blockchain will pay the remaining JAMS fees and costs.  For any arbitration initiated by Cambridge Blockchain, Cambridge Blockchain will pay all JAMS fees and costs.  Customer and Cambridge Blockchain each agree that the state or federal courts of the State of Massachusetts and the United States sitting in Boston, Massachusetts have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.

​11.2 Governing Law and Jurisdiction

This Agreement will be governed by and construed and enforced in accordance with the laws of Massachusetts, without regard to conflict of law rules or principles (whether of Massachusetts or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of Massachusetts and the United States, respectively, sitting in Boston, Massachusetts.

​11.3 Government Users

If you are a U.S. government entity, you acknowledge that any Cambridge Blockchain Apps and Documentation are provided as “Commercial Items” as defined at 48 C.F.R. 2.101, and are being licensed to U.S. government end users as commercial computer software subject to the restricted rights described in 48 C.F.R. 2.101 and 12.212.

​11.4 Waiver

No failure or delay in exercising any right hereunder will constitute a waiver of such right. Except as otherwise provided, remedies provided in this Agreement are in addition to, and not exclusive of, any other remedies of a party at law or in equity. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions will remain in effect.

​11.5 Assignment​

You may not assign these Terms or your rights and obligations under them, in whole or in part, to any third party without our prior written consent, and any attempt by you to do so will be invalid.

​11.6 Force Majeure

Neither party will be liable to the other for any delay or failure to perform its obligations under this Agreement (excluding payment obligations) if the delay or failure arises from any cause or causes beyond that party’s reasonable control including, but not limited to, natural disasters, war or acts of terrorism, industry-wide labor disruptions, Internet outages and governmental decrees.

11.7 Public Announcement

Cambridge Blockchain reserves the right to release a press announcement of the execution of the Agreement and to include Customer’s name on Cambridge Blockchain’s customer lists and in its marketing materials, including on Cambridge Blockchain’s websites; provided, however, that Cambridge Blockchain will first coordinate any such actions with Customer.

​11.8 Entire Agreement

These Terms, as well as other online Services initiation process that we employ, constitute the entire Agreement between you and Cambridge Blockchain, and supersede and replace any other prior or contemporaneous agreements and understandings with respect to the subject matter of the Agreement, including any non-disclosure agreement (with the confidentiality provisions of this Agreement to govern any prior disclosures of Confidential Information). Additional terms pertaining to Cambridge Blockchain’s commitment to privacy can be found in its online Privacy Policy. These Terms create no third party beneficiary rights.

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