Supplemental Terms & Conditions - Flipside Crypto Data Services

‍Standard Agreement for Marketplace Products

This Supplemental Terms & Conditions document (Supplemental Terms) is made and entered into on the date of acceptance by the Customer and by Flipside Crypto.

Scope of Services

Flipside Crypto shall provide the Customer with access to data through the Snowflake Marketplace and to a range of data services including, but not limited to data storage, pipelining, storage, and curation. These supplemental terms are intended as a supplement to and to be incorporated with the terms of the Snowflakes Standard Agreement for Marketplace Customers, linked above. In the event that the terms hereunder conflict with the standard terms, these terms shall govern.

Service Level

Flipside Crypto shall use commercially reasonable efforts to make the data services available to the Customer 99% of the time, excluding scheduled downtime and other events outside of control of Flipside Crypto (such as blockchain node outages). In the event of any unplanned downtime, Flipside Crypto shall use commercially reasonable efforts to restore the data services as soon as possible.

Termination of Agreement and Refund Policy

If Customer terminates the data services before the end of the Service Term for any reason, Flipside Crypto will not refund Customer any fees paid prior to termination. Upon termination or expiration of this Agreement, customers’ use of rights to the data services shall cease and any amounts owed to Flipside Crypto under this agreement will become immediately due and payable.

Support

Flipside Crypto shall provide the Customer with technical support for the data services via Slack during normal business hours (9:00 AM to 5:00 PM PST, Monday through Friday, excluding holidays). Flipside Crypto shall use reasonable efforts to respond to support requests within eight (8) hours during normal business hours and within twenty four (24) hours outside of normal business hours.

Fees and Payment

The fees for the data services shall be as set forth in the Order Form or other agreement between the parties. The Customer shall pay all fees in accordance with the payment terms set forth in the agreement.

Term and Termination

These supplemental terms shall commence on the date of acceptance and shall continue until terminated by either party upon thirty (30) days’ written notice. Flipside Crypto may terminate these supplemental terms immediately if the Customer breaches any material term or condition of these supplemental terms.

Limitation of Liability

In no event shall Flipside Crypto be liable for any direct, incidental, consequential, special, or exemplary damages, including, but not limited to loss of profits, loss of data, or loss of goodwill, arising out of or in connections with these supplemental terms or the data services, even if Flipside Crypto has been advised of the possibility of such damages. Flipside Crypto’s total liability for all damages arising out of or in connection with these supplemental terms or the data services shall not exceed the fees paid by the customer to Flipside Crypto for the data services during the twelve months preceding the event giving rise to the damages.

Customer Obligations

Customer will not, and will not permit any employee, contractor or third party to (a) allow any third party to access the data, except as expressly allowed herein; (b) intentionally modify, adapt, alter the platform; (c) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the Flipside Crypto data for the benefit of another third party; (d) intentionally reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization), except as permitted by law; (e) intentionally interfere in any manner with the operation of Flipside Crypto; (f) modify, copy or make derivative works based on any part of the solution; (g) access or use Flipside Crypto with the intention of building a similar or competitive product or service; (h) knowingly attempt to access Flipside Crypto data through any unapproved interface.

Use of Name

Flipside Crypto may use Customer’s name and/or logos to publicly indicate the fact that the Parties are in a client relationship but may not otherwise use Customer’s name in marketing or promotional materials without customers prior written consent.

Governing Law

This Agreement will be governed by the laws of the State of Delaware and the United States without regard to conflicts of law provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods; and the jurisdiction and venue for actions related to the subject matter hereof will be the state and federal courts located in New Castle County, Delaware, and both Parties hereby submit to the personal jurisdiction of such courts.