Terms of Use

Terms of Use

1. Introduction

Demerzel Solutions Limited (”Nethermind”, “we”, “us” or “our”) is a leading blockchain software development and research company, with a range of software-as-a-service offerings.

These Terms of Use (the “Agreement”) govern your access and Use of the Services (defined below). The terms “you” and “your” refer to you and any organisation that you are acting on behalf of, or that has authorised you to use these Services. If you are using the Services on behalf of an organisation (including, but not limited to, your employer, a decentralised autonomous organisation, or other legal entity), you represent and warrant that you have the authority to bind that entity to this Agreement. You and Nethermind may be referred to herein collectively as the “Parties”, or individually as a “Party”.

BY USING THE SERVICES, OR CLICKING A BUTTON OR CHECKBOX TO ACCEPT THIS AGREEMENT, YOU AGREE (I) TO BE FULLY BOUND BY THIS AGREEMENT; (II) TO THE COLLECTION, USE, DISCLOSURE AND OTHER HANDLING OF INFORMATION AS DESCRIBED IN OUR PRIVACY POLICY; AND (III) TO THE TERMS OF USE AND PRIVACY POLICIES OF THE UNDERLYING APIs, CHAT GPT-4o AND CLAUDE (AS LISTED IN CONDITION 5.4).

If you do not agree to the Agreement or to perform any and all obligations that you will accept under the Agreement, then you may not access or use the Services.

2. Definitions

i.  “Applicable Law” means all laws, statutes and regulations in the United Kingdom applicable to the performance by a party of its obligations under this Agreement, including of any Regulatory Authority and any orders of any court or other tribunal of a competent jurisdiction, including but not limited to Data Protection Legislation.

ii. “Authorised User” means an employee or contractor that you authorise to use the Services.

iii. “Data Protection Legislation” means any data protection legislation from time to time in force in the UK, including the Data Protection Act 2018 and the UK GDPR, and any other directly applicable regulation relating to privacy (in each case as may be amended, updated or re-enacted from time to time).

iv. “Feedback” means any ideas, thoughts, criticisms, suggestions, enhancement requests, techniques, know-how, comments, feedback or other input provided by you and related to the Services.

v. “Improvement” means ****any service, product, technology, enhancement, documentation or other development incorporating or derived from any Feedback.

vi. “Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trade marks, trade names, domain names, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, moral rights, rights in confidential information, and any other intellectual property rights, whether registered or unregistered, and all similar or equivalent rights or forms of protection in any part of the world.

vii. “Losses” means any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees and expenses), whether direct or indirect.

viii. “Nethermind Intellectual Property” (”Nethermind IP”) means the Services, the Software, algorithms, interfaces, technology, databases, tools, know-how, processes, and methods used to provide or deliver the Services or support your Use thereof, Services Data, all improvements, modifications or enhancements to, or derivative works of, the foregoing (regardless of inventorship or authorship), and all Intellectual Property Rights in and to any of the foregoing, expressly excluding the Chat GPT-4o API which is the property of OpenAI and the Claude AI API which is the property of Anthropic.

xix. “Personal Data” has the meaning as defined in the United Kingdom’s Data Protection Act 2018 and the UK GDPR.

x. “Rate Limit” means a cap introduced to limit the requests you make of the Services, both in number and frequency.

xi. “Regulatory Authority” means any governmental or regulatory authority, department, agency, commission, board, tribunal, crown corporation, or other law, rule or regulation-making entity that any of the parties submit to or are subject to the jurisdiction of in respect of this Agreement, and any successor or replacement of any of the foregoing.

xii. “Report” means a result or other output generated by the Services, which may highlight Vulnerabilities in Your Data, and suggestions to rectify these Vulnerabilities, excluding any

xiii. “Services” means Nethermind’s Test Audit Agent, any Report it generates, its platform, and its link to any underlying APIs. For avoidance of doubt, the Services are operated with the use of Chat GPT-4o and Claude APIs. Further information may be found here: https://openai.com/index/hello-gpt-4o/

https://claude.ai

For the purpose of the OpenAI Business Terms, the Services constitute a Customer Application and you are an End User.

For the purpose of the Anthropic Commercial Terms of Service, Nethermind is the Customer and you are a User.

xiv. “Services Data” means any data that is derived or aggregated in deidentified form from (i) Your Data; or (ii) your and/or your Authorised Users’ Use of the Services, including any hardware metrics (if applicable), software event logs, globally unique identifiers for files, usage data or trends with respect to the Services.

xv. “Site” means https://auditagent.nethermind.io/.

xvi. “Software” means the underlying software or APIs made accessible as part of or provided in conjunction with the Services.

xvii. “Test Purposes” means the only purposes for which you can use the Services, which are limited to (1) test and study the usability of the Services internally in connection with assessing whether you want to enter into a commercial licence agreement for the Services; and (2) providing Feedback to us. ‘Test Purposes’ does not include the external operations of your company, or the development of any product or service offered by your company.

xviii. “Term” means the duration of this Agreement, which will be continue for the Test Period or until it is terminated in accordance with this Agreement.

xix. “Test Period” means the period between 21.10.2024 and 21.12.2024.

xx. “Use” means to use and/or access in accordance with this Agreement.

xxi. “Virus” means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

xxii. “Vulnerability” means a weakness in the computational logic (for example, code) found in the software and hardware components of your product/code/smart contract that could, if exploited, result in a negative impact to the confidentiality, integrity, or availability of such product/code/smart contract.

xxiii. “Your Data” means all information, data, content and other materials, in any form or medium, that is submitted, posted, collected, transmitted or otherwise provided by or on behalf of you through the Services or to us in connection with your use of the Services, but excluding, for clarity, Services Data and any other information, data, data models, content or materials owned or controlled by us and made available through or in connection with the Services.

3. The Services

3.1. Right to Use. Subject to your continued and full compliance with the terms and conditions of this Agreement and all laws, rules and regulations applicable to your use of the Services, Nethermind grants you during the Term (i) the right to Use the Services for Test Purposes only; and (2) a limited, non-exclusive, revokable, non-sublicensable, non-transferable licence to Use the Software.

3.2. Account. In order to access the Services, you will be required to set up a User Account. You will need to provide the following information: (i) email address; and (ii) a verified GitHub account.

3.3. Feedback. In the event you and/or your Authorised Users provide to Nethermind any Feedback, including without limitation in response to any product plans or roadmaps shared with you, unless otherwise agreed in writing prior to such disclosure, you grant to Nethermind a worldwide, royalty-free, fully paid, perpetual, irrevocable licence to use, reproduce, modify, translate, distribute, perform, display, import, sell, license, offer for sale, make, have made and otherwise exploit the Feedback in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same without restriction or obligation of any kind, on account of confidential information, intellectual property rights or otherwise. Nethermind may incorporate into its services any Improvement with no obligation to license or to make available the Improvement to you or any other person or entity.

4. Changes to The Services

4.1. To the Services. We may change or discontinue any or all of the Services or change or remove functionality of any or all of the Services from time to time. This includes but is not limited to introducing general or specific Rate Limits at Nethermind’s sole discretion.

4.2. To this Agreement. We reserve the right, at our sole discretion, to modify or replace any part of this Agreement at any time. You agree that your continued use of or access to the Services following the posting of any changes to this Agreement constitutes acceptance of those changes, whether or not you were checking for changes or actually read the changes.

5. Responsibilities and Representations

5.1. Use of the Services. Nethermind will not be liable, and you will be solely responsible, for (a) any unauthorised access, damage or loss that may occur through the use or misuse of your user names, passwords, API keys, hardware or software; or (b) any activities that occur under any account issued to or created by you in connection with your use of the Services, regardless of whether the activities are authorised or undertaken by you, or your Authorised Users including any unauthorised access or use of any such account. You will ensure that your use of the Services does not violate any applicable law.

5.2. Use Restrictions. You will not at any time and will not permit any third party or Authorised User to, directly or indirectly:

(i) use the Services in any manner beyond the scope of rights expressly granted in this Agreement;

(ii) modify or create derivative works of the Services, in whole or in part;

(iii) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain improper access to any Software component of the Services, in whole or in part;

(iv) frame, mirror, sell, resell, rent or lease use of the Services to any other third party, or otherwise allow any third party to use the Services for any purpose other than for your benefit in accordance with this Agreement, unless otherwise agreed in writing by Nethermind;

(v) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third party, or that violates any Applicable Law;

(vi) interfere with, or disrupt the integrity or performance of, the Services, or any data or content contained therein or transmitted thereby;

(vii) access or search the Services (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other than Software or Services features provided, or authorised, by Nethermind for use expressly for such purposes;

(viii) use the Services or Nethermind’s confidential information for benchmarking or competitive analysis with respect to competitive or related products or services, or to develop, commercialise, license, or sell any product, service or technology that could, directly or indirectly, compete with the Services;

(ix) multiplex or spread usage across multiple accounts or otherwise circumvent usage or Rate Limits;

(x) use scraping techniques to mine or scrape data from the Services;

(xi) use the Services to transmit harmful code, file, scripts, agents, or programs, including Viruses, worms, time bombs, or Trojan horses;

(xii) attempt to gain unauthorised access to Nethermind’s systems or networks;

(xiii) audit any smart contract that does not belong to you; or

(xiv) implement any suggestions given by the Services without prior human review.

5.3. Third Party Use Restrictions. The use of the Services is subject to the restrictions of third parties engaged by the Services. This includes but is not limited to the underlying APIs such as Chat GPT-4o API and Claude AI API**.** Accordingly, you will not at any time and will not permit any third party or Authorised User to, directly or indirectly:

(i) Use the Services in ways prohibited by any third party engaged by the Services.

(ii) Use the Services when located in a ‘prohibited location’, as may be defined by the third parties.

(iii) Use the Services to analyse Your Data where such data relates to any ‘high risk domains’ as may be defined by third parties, including but not limited to law, finance, insurance, healthcare, employment and housing, journalism, academic testing, and academic accreditation.

(iv) Use the Services to audit Your Data where such data is intended to misinform, misrepresent or mislead.

5.4. Third Party Agreements. Through your use of the Services, you agree to the Terms of Use, Privacy Policies and any other applicable terms or policies of both OpenAI and Anthropic. Relevant documents can be found here:

5.5. Authorised Users. You will not allow any third party other than Authorised Users to Use the Services. 

5.6. Sanctions. You represent to us that you, or any party that owns or controls you, are (i) not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (i.e., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, the United Kingdom, or other applicable government authority and (ii) not located in any country subject to a comprehensive sanctions program implemented by the United States, including but not limited to Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk and Luhansk Regions.

6. Payments

6.1. Paid Reports. For each input submitted, the Services shall return one finding detected (if any). Access to each full Report generated as part of the Services is restricted. In order to gain access, a payment of USD$20 per Report is required.

6.2. Stripe Integration. All Report payments are collected using Stripe.

6.3. Payments. A separate payment has to be made for each new Report generated. All payments are non-refundable and you will not have the right to set off, discount, or otherwise reduce or refuse to pay any undisputed amounts due to Nethermind under this Agreement.

6.4. Taxes. You are responsible for all sales, use, ad valorem and excise taxes, value added, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, multinational, or local governmental regulatory authority on any amount payable by you to Nethermind hereunder, other than any taxes imposed on Nethermind’s income. In the event that you are required to deduct or withhold any taxes from the amounts payable to Nethermind hereunder, you will pay an additional amount, so that Nethermind receives the amounts due to it in full, as if there were no withholding or deduction.

7. Intellectual Property

7.1. Nethermind rights. You acknowledge and agree that Nethermind owns all Nethermind IP. Except as expressly stated herein, this Agreement does not grant you any Intellectual Property Rights in respect of the Nethermind IP. Nethermind confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.

7.2. Inputs. By submitting Your Data as the input, you represent and warrant to Nethermind that you have all the rights, licences, and permissions required to provide Your Data as an input to the Services. Nethermind does not gain Intellectual Property Rights to Your Data submitted as an input, except for a limited licence to reproduce parts of your code within the Report solely for the purpose of flagging the Vulnerability detected (if any), and as otherwise set out in this Agreement. The inputs (other than Feedback) submitted to the Services are only processed by Nethermind for the purpose of providing the Services, and they are not stored or processed by Nethermind for any other purpose.

7.3. Reports. The Reports generated through your use of the Services are provided to you for Test Purposes only. You are granted a limited, non-transferable, non-exclusive right to use the Reports for Test Purposes, but you do not obtain any ownership rights to the Reports or the underlying processes used to generate them. You must not distribute, share, or otherwise make the Report available to any third party without prior written consent from Nethermind, unless explicitly permitted by this Agreement. Any Report generated through your use of Services shall be stored by Nethermind until the earlier of (i) six (6) months following its generation, or (ii) your express request for the Report to be deleted.

7.4. IP Claims.

(a) You will defend Nethermind, its affiliates, and their respective employees, officers, and directors against any third-party claim alleging that any of Your Data infringes or misappropriates that third party’s intellectual property rights, and will pay the amount of any adverse final judgment or settlement.

(b) Nethermind will not have any obligations or liability under this Agreement arising from infringement by you combining the Services with any other product, service, software, data, content or method. In addition, Nethermind will not have any obligations or liability arising from your Use of the Services after we have notified you to discontinue such Use.

7.5. IP Claims Process. In no event will a Party agree to any settlement of any claim that involves any commitment, other than the payment of money, without the written consent of the other Party.

8. Non-Exclusivity

8.1. Independent Contractors; Non-Exclusive Rights. We and you are independent contractors, and this Agreement will not be construed to create a partnership, joint venture, agency, or employment relationship. Neither Party is an agent of the other for any purpose or has the authority to bind the other.

9. Data

9.1. Your Data. As between you and Nethermind, you own and retain all right, title, and interest in and to all Your Data.

9.2. Licence. You hereby grant Nethermind a non-exclusive, worldwide, royalty-free right and licence to use, host, reproduce, display, perform, and modify Your Data solely for the purpose of hosting, providing, operating, and improving the Services during the Term or as otherwise required by applicable law. Nethermind may generate and use Services Data to provide, operate, and improve the Services or for any lawful purpose.

9.3. Access and Use. You represent and warrant that you have obtained and will obtain and continue to have, during the Term, all necessary rights, authority, consents, and licences for the access to and use of Your Data (including any personal data provided or otherwise collected pursuant to your privacy policy) as contemplated by this Agreement.

9.4. Privacy Policy. Nethermind will process any Personal Data (as defined in Data Protection Legislation) that Nethermind receives in connection with this Agreement by you or on your behalf, in accordance with our privacy policy, which is available below.

9.5. Designation. If Nethermind processes any Personal Data on your behalf when performing its obligations under the Agreement, the parties record their intention that you shall be the controller and Nethermind shall be a processor (where “controller” and “processor” have the meanings as defined in the Data Protection Legislation). The Parties acknowledge that the nature, purpose and duration of the processing activities to be carried out under this Agreement, and the type of personal data and data subjects concerned, shall be as stated in or reasonably inferred from the terms of this Agreement.

9.6. Nature of Processing. Nethermind shall, in relation to any Personal Data processed in connection with the performance of its obligations under the Agreement:

  1. process the Personal Data only on your documented instructions (unless otherwise required by Applicable Law);

  2. maintain records of any processing of Personal Data that it carries out on your behalf;

  3. ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data;

  4. ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;

  5. assist you, at your cost, in responding to any request from a data subject and in ensuring compliance with your obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or other regulatory authorities;

  6. notify you without undue delay on becoming aware of a Personal Data breach; and

  7. at your written direction, delete or return personal data and copies thereof to you on termination of the Agreement (unless required by Applicable Law(s) to store the Personal Data).

9.7. Third Party Processors. You consent to Nethermind appointing third-party processors of Personal Data that assist with aspects that may be required under the Agreement, including IT and system administration services and file storage services. You acknowledge that such appointment may involve transfer of Personal Data outside the UK and accordingly you consent to such transfers. Nethermind confirms that it has entered, or will enter (as the case may be), a written agreement with any such third-party processor incorporating terms which are substantially similar to those set out in this Condition 9, and, where applicable, has ensured that appropriate safeguards are in place in compliance with the Data Protection Legislation.

9.8. Warranties. You warrant that:

  1. You are not aware of any circumstances likely to give rise to breaches of the Data Protection Legislation (including any Personal Data breach);

  2. You have a lawful basis under the Data Protection Legislation to transfer any Personal Data to Nethermind for processing under this Agreement and such use will comply with all Data Protection Legislation;

  3. You will promptly notify Nethermind of any action that Nethermind must take to assist it with ensuring compliance with its obligations under Data Protection Legislation, including with request to security, breach notifications, impact assessments and consultations with any regulatory authority; and

  4. The Personal Data is necessary, adequate, relevant, accurate and up-to-date and you will notify Nethermind promptly of any changes to the personal data.

10. Indemnification

10.1. Indemnifications. You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any Losses arising out of or relating to any claim concerning: (a) breach of this Agreement or violation of applicable law by you; or (b) a dispute between you and any other person. You agree to indemnify Nethermind in respect of any claim arising out of any disclosure or publication of any Report or output, except to the extent that such a claim exclusively results from Nethermind’s material breach of contract or gross negligence.

11. Warranties and Disclaimers

11.1. General. THE SERVICES ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED OR WAIVED, WE AND OUR AFFILIATES AND LICENSORS (A) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICES, THE THIRD PARTY CONTENT, OR THE THIRD PARTY SERVICES, AND (B) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (I) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, (II) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, (III) THAT THE SERVICES, THIRD PARTY CONTENT, THIRD PARTY SERVICE, THE INTERNET, NETWORK, BLOCKCHAIN NETWORK, OR SYSTEMS INFRASTRUCTURE WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, AND (IV) THAT ANY DATA WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED, AND (V) THAT ANY DATA OR INFORMATION PROVIDED AS PART OF THE SERVICES WILL BE COMPLETE, ACCURATE AND/OR RELIABLE.  YOUR USE OF THE SERVICES AND ANY CONCLUSIONS DRAWN THEREFROM ARE AT YOUR OWN RISK AND YOU WILL BE SOLELY LIABLE AND RESPONSIBLE FOR ANY DAMAGE OR LOSS RESULTING THEREFROM. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE NOT RELIED AND ARE NOT RELYING UPON ANY REPRESENTATION OR WARRANTY FROM NETHERMIND THAT IS NOT OTHERWISE IN THIS AGREEMENT OR IN A SEPARATE WRITTEN AGREEMENT BETWEEN US, AND YOU AGREE YOU WILL NOT TAKE A POSITION IN ANY PROCEEDING THAT IS INCONSISTENT WITH THIS PROVISION. FOR AVOIDANCE OF DOUBT, THE SERVICES, ANY REPORT GENERATED AND ITS CONTENT, ACCESS, AND/OR USAGE THEREOF, INCLUDING ANY ASSOCIATED SERVICES OR MATERIALS, SHALL NOT BE CONSIDERED OR RELIED UPON AS ANY FORM OF FINANCIAL, INVESTMENT, TAX, LEGAL, REGULATORY, OR OTHER ADVICE.

11.2. Beta Services. Please note, the Services offered are in beta stage and no guarantee is being given as to the reliability, accuracy and/or completeness of any of the outputs the Services may generate, including without limitation any Report.

11.3. Output. The Services will generate Reports in relation to your code. It is your responsibility to vet the Report to determine its validity, accuracy, and applicability with your requirements. You acknowledge that the Reports may be false, misleading, inaccurate, and understand that factual assertions within the Reports should not be relied on for any purpose.

11.4. API and LLMs. You acknowledge that the Services use underlying APIs, which in turn use Large Language Models (”LLMs”) to enable their operation. The APIs used by Nethermind include Chat GPT-4o and Claude. These APIs and LLMs are entirely external to Nethermind, and Nethermind accepts no responsibility for their functionality or output.

11.5. Disclaimer of output. The information provided to you in the Reports:

  1. is for your use and not for any third party. This may not be published by you without Nethermind’s express written permission or as otherwise permitted by this Agreement;

  2. is based solely on the information, materials and/or documentation provided by you to Nethermind; and

  3. only makes recommendations or observations based on such information, materials and/or documentation which are provided by you and made available at the time of review.

12. Limitations of Liability

12.1. Exclusion of Damages. EXCEPT FOR: FRAUD, GROSS NEGLIGENCE, OR WILFUL MISCONDUCT BY EITHER PARTY, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF INCOME, DATA, FUNDS, ASSETS, PROFITS, REVENUE, GOODWILL, REPUTATION, OR BUSINESS INTERRUPTION, OR THE COST OF COVER OR SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

12.2. General Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT FOR CLAIMS UNDER CONDITION 5 (RESPONSIBILITIES AND REPRESENTATIONS), IN NO EVENT WILL NETHERMIND’S TOTAL LIABILITY TO YOU IN CONNECTION WITH THIS AGREEMENT, EXCEED USD$5,000.00, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY ON WHICH THE CLAIM OR LIABILITY IS BASED, AND WHETHER OR NOT YOU WERE ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

12.3. Limitation of Liability. Nethermind shall not be liable to you, or any third parties (as applicable) for any Losses arising from:

  1. any Use made by you of the Services;

  2. any Use made by you or any third parties of the Reports, whether or not Nethermind has provided its express written permission to disclose or publish such Reports;

  3. any damage caused by errors or omissions in any information or instructions provided to Nethermind by you in connection with the Services, or any actions taken by Nethermind at your direction;

  4. negligence on the part of any person other than Nethermind;

  5. your failure to implement any recommendations made by Nethermind in any Reports

  6. any third-party hack, introduction of any Virus, and/or exposure of any Vulnerability which is directly or indirectly related to the disclosure or publication of any Reports whether or not Nethermind has provided its express written permission to disclose such Reports; and

  7. any reliance by you or any third party on any Reports which has been invalidated by any event occurring on or after the date of the applicable Services.

13. Suspension and Termination

13.1. Suspension. We may suspend your right to access or Use any portion or any and all of the Services immediately if we determine that your Use of the Services:

(a) poses a security risk to the Services, Nethermind or any third party;

(b) could adversely impact our systems, the Services, or the systems of any other user;

(c) could subject us, our affiliates, or any third party to liability; or

(d) could be unlawful.

13.2. Termination by Nethermind. Nethermind may terminate this Agreement immediately with no prior notice to you. Nethermind will terminate this Agreement pursuant to this condition 13.2 at the end of the Test Period, unless it has already done so before.

13.3. Termination by You. You may terminate this Agreement at any time by contacting Nethermind to request the deletion of your account. Please note, one of the effects of account deletion is the deletion of all Your Reports stored in it.

13.4. Effect of Termination. Notwithstanding termination of this Agreement:

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

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

14. Disputes

14.1. Disputes Procedure. If a dispute arises out of or in connection with this agreement or the performance, validity or enforceability of it, then the Parties shall follow the procedure set out in this condition:

  1. either Party shall give to the other written notice of the dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents. The Parties shall attempt in good faith to resolve the dispute;

  2. if the Parties are for any reason unable to resolve the Dispute within 30 days of service of the Dispute Notice, the dispute shall be referred to the CEO (or equivalent) of each of the Parties (or their respective nominees), who shall attempt in good faith to resolve it; and

  3. if the Parties’ CEOs (or equivalents or nominees) are for any reason unable to resolve the dispute within 30 days of it being referred to them, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the Parties, the mediator shall be nominated by CEDR. To initiate the mediation, a Party must serve notice in writing (ADR notice) to the other Party to the dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR. The mediation will start not later than 30 days after the date of the ADR notice.

14.2. Court Proceedings. No Party may commence any court proceedings in relation to the whole or part of the dispute until 60 days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delay.

15. General

15.1. Assignment. You will not assign or otherwise transfer this Agreement or any of your rights and obligations under this Agreement, without our prior written consent. Any assignment or transfer in violation of this condition 15.1 will be void. We may assign this Agreement without your consent (a) in connection with a merger, acquisition or sale of all or substantially all of our assets, or (b) to any affiliate or as part of a corporate reorganisation; and effective upon such assignment, the assignee is deemed substituted for us as a party to this Agreement and we are fully released from all of our obligations and duties to perform under this Agreement. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the Parties and their respective permitted successors and assigns.

15.2. Entire Agreement and Modifications. This Agreement is the entire agreement between you and us regarding the subject matter of this Agreement.

15.3. Force Majeure. Neither Party nor their respective affiliates will be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond such Party’s reasonable control, including but not limited to acts of God, utilities or other telecommunications failures, cyber attacks, earthquake, storms or other elements of nature, pandemics, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

15.4. Notice. To give us notice under this Agreement, you must contact us by email at legalnotices@nethermind.io. Any notice required to be given, shall be deemed to have been served (i) six (6) business Days after time of posting if sent by airmail (ii) forty eight (48) hours after time of posting if sent by first class or prepaid UK post or (iii) at the time of delivery, if delivered personally, by commercial courier or sent by e-mail.

15.5. No Third-Party Beneficiaries. Except as otherwise set forth herein, this Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement. No rights are given to any third party under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.

15.6. No Waivers. The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.

15.7. Severability. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect an intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.

15.8. Governing Law; Jurisdiction. This Agreement and any action related thereto will be governed and interpreted by and under the laws of England and Wales. The Parties agree that the courts of England and Wales have exclusive jurisdiction in relation to the determination of disputes between them under condition 14.2 of this Agreement.

© 2024 Demerzel Solutions Limited (t/a Nethermind)

Terms of Use

Privacy Policy

© 2024 Demerzel Solutions Limited (t/a Nethermind)

Terms of Use

Privacy Policy

© 2024 Demerzel Solutions Limited (t/a Nethermind)

Terms of Use

Privacy Policy