APPLICATION OF TERMS

1. These Terms apply to your use of the Services (as that term is defined below). By setting up an account, clicking You agree to our Terms and Privacy Policy, and/or accessing and using any Services:
   1. you agree to these Terms;
   2. and where your access and use is on behalf of another person (e.g. a company), you confirm that you are authorised to, and do in fact, agree to these Terms on that person’s behalf and that, by agreeing to these Terms on that person’s behalf, that person is bound by these Terms.
2. If you do not agree to these Terms, you are not authorised to access and use the Services, and you must immediately stop doing so.

CHANGES

1. We may amend these Terms from time to time by posting the updated policy on our Website and/or Platform. Any changes that we make will be posted on this page and, where appropriate, notified to you by e-mail or post. You should check these Terms frequently to ensure you are aware of the most recent version that will apply each time you access the Website/Platform. By continuing to use our Website/Platform after the changes come into effect means that you agree to be bound by the revised Terms.
2. These Terms were last updated on the 12th March 2024

INTERPRETATION

In these Terms:

Confidential Information means any information that is not public knowledge and that is obtained from the other party in the course of, or in connection with, the provision and use of the Services. Our Confidential Information includes Intellectual Property owned by us (or our licensors), including the SubQuery Software. Your Confidential Information includes the Data.

Consumption-Based Services means any Premium Services where the Fees payable are based on your consumption of resources. The applicable rate at which Fees are charged is the rate set out on the pricing page of our website at the time you signed up for Consumption-Based Services.

Credentials means a unique account allocated to you to allow you to access certain parts of the Services and/or Website.

Data means all data, content and other information (including personal information) owned, held, used or created by you or on your behalf that is stored using, or inputted into, the Services, and includes any software owned, held or created by you that is inputted into the Services (excluding, to avoid doubt, the SubQuery Software).

Fees means the applicable fees set out on our pricing page on the Website or as agreed otherwise in writing between you and us, as may be updated from time to time in accordance with clause 8.1.

Free Services has the meaning given in clause 5.1.

Force Majeure means an event that is beyond the reasonable control of a party, excluding:

• an event to the extent that it could have been avoided by a party taking reasonable steps or reasonable care; or
• a lack of funds for any reason.

Including and similar words do not imply any limit.

Intellectual Property Rights includes copyright and all rights existing anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trade marks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity. Intellectual Property has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property.

Objectionable includes being objectionable, defamatory, obscene, harassing, threatening, harmful, or unlawful in any way.

SubQuery Software means the software owned by us (and our licensors) that is used to provide the Services.

Premium Services means those features of, or a version of, the Services for which Fees are payable, and to avoid doubt, includes the Consumption-Based Services and the Subscription Services.

A Party includes that party's permitted assigns.

A Person includes an individual, a body corporate, an association of persons (whether corporate or not), a trust, a government department, or any other entity.

Personal Information means information about an identifiable, living person.

Personnel includes officers, employees, contractors and agents, but a reference to your personnel does not include us.

Sales Tax means sales tax, goods and services tax, value added tax or equivalent tax payable under any applicable law.

Services means the services having the core functionality described on the Website (as the Website is updated from time to time), the Support Services, and any other service made available to you through the Website.

Start Date means the date that you set up an account or otherwise first access or use the Services.

Subscription Period means, if you have subscribed to the Premium Services, the length of your subscription to the Premium Services that you selected when you signed up for the Premium Services.

Subscription Services means the Premium Services that are sold on a recurring subscription basis and includes Support Services.

Support Services means the services described in the Addendum.

Terms means these terms titled SubQuery terms of use, including the Addendum.

Underlying Systems means the SubQuery Software, IT solutions, systems and networks (including software and hardware) used to provide the Services, including any third party solutions, systems and networks.

We, Us or Our means SubQuery Pte. Ltd, The SubQuery Foundation and/or our affiliates.

Website means the internet site at subquery.network and any of its subdomains, or such other site notified to you by us.

Year means a 12-month period starting on the Start Date or the anniversary of that date.

You or your means you or, if clause 1.1b applies, both you and any other person on whose behalf you are acting.

Words in the singular include the plural and vice versa.

A reference to a statute includes references to regulations, orders or notices made under or in connection with the statute or regulations and all amendments, replacements or other changes to any of them.

PROVISION OF THE SERVICE

1. We must use reasonable efforts to provide the Services:
   1. in accordance with these Terms and applicable law;
   2. exercising reasonable care, skill and diligence; and
   3. using suitably skilled, experienced and qualified personnel.
2. Our provision of the Services to you is non-exclusive. Nothing in these Terms prevents us from providing the Services to any other person.
3. Subject to clause 4.4, we must use reasonable efforts to ensure the Services are available on a 24/7 basis. However, it is possible that on occasion the Services may be unavailable to permit maintenance or other development activity to take place, or in the event of Force Majeure. We must use reasonable efforts to publish on the Website advance details of any unavailability.
4. Through the use of web services and APIs, the Services interoperates with a range of third party service features. We do not make any warranty or representation on the availability of those features. Without limiting the previous sentence, if a third party feature provider ceases to provide that feature or ceases to make that feature available on reasonable terms, we may cease to make available that feature to you. To avoid doubt, if we exercise our right to cease the availability of a third party feature, you are not entitled to any refund, discount or other compensation.

FREE SERVICES

1. We may make certain features or versions of the Services available on our website for free (Free Services). Where you access and use Free Services, then these Terms apply except to the extent varied in this clause.
2. No Fees apply to your access and use of the Free Services.
3. The Free Services are provided to you on an as is and as available basis and, despite any other provision in these Terms, all conditions, warranties, guarantees and indemnities (including any warranties of merchantability and fitness for purpose) in relation to our provision of the Free Services to you are excluded to the fullest extent permitted by law.
4. Despite any other provision in these Terms, we may change or remove any feature or part of the Free Services at any time and for any reason without liability of any kind.
5. Without limiting clause 5.4, if you access and use only the Free Services, certain Premium Services, including the Support Services, will not be made available to you.
6. Without prejudice to any other right or remedy available to us, we may immediately terminate or suspend your right to access and use the Free Services (or any part of the Free Services) at any time with or without notice.
7. On suspension or termination of any Free Service, you must immediately cease using that Free Service and must not attempt to gain further access.

YOUR OBLIGATIONS

1. You and your personnel must:
   1. use the Services in accordance with these Terms solely for:
      1. your own internal business purposes; and
      2. lawful purposes; and
   2. unless otherwise explicitly approved in writing by us, not resell or make available the Services to any third party, or otherwise commercially exploit the Services.
2. If you are given Credentials, you must keep your Credentials secure and:
   1. not permit any other person to use your Credentials, including not disclosing or providing it to any other person; and
   2. immediately notify us if you become aware of any disclosure or unauthorised use of your Credentials, by sending an email to support@subquery.network.
3. When accessing the Services, you and your personnel must:
   1. not impersonate another person or misrepresent authorisation to act on behalf of others or us;
   2. correctly identify the sender of all electronic transmissions;
   3. not attempt to undermine the security or integrity of the Underlying Systems, including not act in a way, or use or introduce anything (including any virus, worm, Trojan horse, timebomb, keystroke logger, spyware, overloading, flooding, spamming, mail-bombing or other similar feature) that in any way compromises, or may compromise, the Services or any Underlying System, or otherwise attempt to damage or interfere with the Services or any Underlying System;
   4. not use, or misuse, the Services in any way which may impair the functionality of the Underlying Systems or impair the ability of any other user to use the Services;
   5. not attempt to view, access or copy any material or data other than:
      1. that which you are authorised to access; and
      2. to the extent necessary for you to use the Services in accordance with these Terms; and
   6. neither use the Services in a manner, nor transmit, input or store any Data, that breaches any third party right (including Intellectual Property Rights and privacy rights) or is Objectionable, incorrect or misleading.
4. A breach of any of these Terms by your personnel is deemed to be a breach of these Terms by you.
5. You are responsible for procuring all licences, authorisations and consents required for you and your personnel to use the Services, including to use, store and input Data into, and process and distribute Data through, the Services.
6. You indemnify us against all any liability, claim, proceeding, cost, expense (including the actual legal fees charged by our solicitors) and loss of any kind to the extent arising from or in connection with:
   1. your failure to comply with these Terms, including any failure of a person who accesses and uses our Services by using your Credentials;
   2. any actual or alleged claim by a third party that any Data infringes the rights of that third party (including Intellectual Property Rights and privacy rights) or that the Data is Objectionable, incorrect or misleading; or
   3. an actual or alleged breach by you or your personnel of any legal or regulatory requirements which occurs in connection with your or their use of the Services or as a result of any relationship established through the Services.

DATA

1. You acknowledge that:
   1. we may require access to the Data to exercise our rights and perform our obligations under these Terms; and
   2. to the extent that this is necessary but subject to clause 10, we may authorise a member or members of our personnel to access the Data for this purpose.
2. You must arrange all consents and approvals that are necessary for us to access the Data as described in clause 7.1.
3. You acknowledge and agree that:
   1. we may:
      1. use Data and information about your and your end users' use of the Services to generate anonymised and aggregated statistical and analytical data (Analytical Data); and
      2. use Analytical Data for our internal research and product development purposes and to conduct and publicly share statistical analysis.
   2. our rights under clause 7.3aii above will survive termination or expiry of these Terms; and
   3. title to, and all Intellectual Property Rights in, Analytical Data is and remains our property.
4. You acknowledge and agree that to the extent Data contains personal information, in collecting, holding and processing that information through the Services, we are acting as a data processor and/or a service provider and/or your agent for the purposes of any applicable privacy and data protection laws. You must obtain all necessary consents from the relevant individual to enable us to collect, use, hold and process that information in accordance with these Terms.
5. You agree that we may store Data (including any personal information) in secure servers in Japan, Ireland, the United States of America, Singapore, Hong Kong, and New Zealand and may access that Data (including any personal information) in those countries from time to time.

FEES

1. This clause 8 does not apply to the Free Services.
2. You must pay us the Fees.
3. The Fees for Consumption-Based Services will be charged to your valid debit/credit card at the end of each Subscription Period using our third party payment gateway provider (currently Stripe).
4. The Fees exclude Sales Tax, which you must pay in addition to the Fees (if applicable).
5. If both parties agree in writing, you may pay Fees for the Consumption-Based Services via a different payment method. In this case, we will send invoices via email for fees incurred at the end of each subscription period. These invoices must be paid prior to the specified due date on the invoice.
6. If we are unable to collect the Fees from you for any reason, including where your card has expired or there are insufficient funds, or you fail to make payment for outstanding invoices after the specified due date on the invoice, you remain responsible for any uncollected Fees and while there are any uncollected Fees outstanding, we may suspend or cancel your access to the Services without giving you notice.
7. We may increase the Fees by giving at least 30 days' notice. If you do not wish to pay the increased Fees, you may terminate these Terms and your right to access and use the Services on written notice to us at any point before the effective date of the Fee increase. If you do not terminate these Terms and your right to access and use the Services in accordance with this clause, you are deemed to have accepted the increased Fees.

INTELLECTUAL PROPERTY

1. Subject to clause 9.2, title to, and all Intellectual Property Rights in, the Services, the Website, and all Underlying Systems is and remains our property (and our licensors' property). You must not contest or dispute that ownership, or the validity of those Intellectual Property Rights.
2. Title to, and all Intellectual Property Rights in, the Data (as between the parties) remains your property. You grant us a worldwide, non-exclusive, fully paid up, transferable, irrevocable licence to use, store, copy, modify, make available and communicate the Data for any purpose in connection with the exercise of our rights and performance of our obligations in accordance with these Terms.
3. To the extent not owned by us, you grant us a royalty-free, transferable, irrevocable and perpetual licence to use for our own business purposes any know-how, techniques, ideas, methodologies, and similar Intellectual Property used by us in the provision of the Services.
4. If you provide us with ideas, comments or suggestions relating to the Services or Underlying Systems (together feedback):
   1. all Intellectual Property Rights in that feedback, and anything created as a result of that feedback (including new material, enhancements, modifications or derivative works), are owned solely by us; and
   2. we may use or disclose the feedback for any purpose.
5. User Submissions. If you create an Account, you may be allowed to access and use the Services to create a “SubQuery Project” (an open API for querying blockchain data) or to otherwise submit feedback, information, data, text, software, messages, or other materials (each, a "User Submission"). You grant to us a non-exclusive, transferable, worldwide, perpetual, irrevocable, fully-paid, royalty-free license, with the right to sublicense, under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the User Submissions for any purpose.
6. You acknowledge that the Services may link to third party websites or feeds that are connected or relevant to the Services. Any link from the Services does not imply that we endorse, approve or recommend, or have responsibility for, those websites or feeds or their content or operators. To the maximum extent permitted by law, we exclude all responsibility or liability for those websites or feeds.

CONFIDENTIALITY

1. Each party must, unless it has the prior written consent of the other party:
   1. keep confidential at all times the Confidential Information of the other party;
   2. effect and maintain adequate security measures to safeguard the other party's Confidential Information from unauthorised access or use; and
   3. disclose the other party's Confidential Information to its personnel or professional advisors on a need to know basis only and, in that case, ensure that any personnel or professional advisor to whom it discloses the other party's Confidential Information is aware of, and complies with, clauses 10.1a and 10.1b.
2. The obligation of confidentiality in clause 10.1 does not apply to any disclosure or use of Confidential Information:
   1. for the purpose of performing a party's obligations, or exercising a party's rights, under these Terms;
   2. required by law (including under the rules of any stock exchange);
   3. which is publicly available through no fault of the recipient of the Confidential Information or its personnel;
   4. which was rightfully received by a party from a third party without restriction and without breach of any obligation of confidentiality; or
   5. by us if required as part of a bona fide sale of our business (assets or shares, whether in whole or in part) to a third party, provided that we enter into a confidentiality agreement with the third party on terms no less restrictive than this clause 10.

WARRANTIES

1. Each party warrants that it has full power and authority to enter into, and perform its obligations under, these Terms.
2. To the maximum extent permitted by law:
   1. the Services are provided as is and as available without warranty of any kind, either expressed or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose;
   2. all conditions, guarantees or warranties whether expressed or implied by statute or otherwise (including any warranties of fitness for purpose or merchantability) are expressly excluded and, to the extent that they cannot be excluded, liability for them is limited to the cap set out in clause 12.1; and
   3. without limiting clauses 11.2a and 11.2b, we make no representation concerning the quality of the Services and do not promise that the Services will:
      1. meet your requirements or be suitable for a particular purpose, including that the use of the Services will fulfil or meet any regulatory requirements you may be subject to; or
      2. be secure, free of viruses or other harmful code, uninterrupted or error free.
3. Without limiting clause 11.2, we make no representation or warranty that the Services is appropriate or available for use in all countries or that the content satisfies the laws of all countries. You are responsible for ensuring that your access to and use of the Services is not illegal or prohibited, and for your own compliance with applicable local laws.
4. You agree and represent that you are acquiring the Services, and accepting these Terms, for the purpose of trade. The parties agree that:
   1. to the maximum extent permissible by law, no consumer protection laws apply to the supply of the Services or these Terms; and
   2. it is fair and reasonable that the parties are bound by this clause 11.3.
5. Where legislation or rule of law implies into these Terms a condition or warranty that cannot be excluded or modified by contract, the condition or warranty is deemed to be included in these Terms. However, our liability for any breach of that condition or warranty is limited, at our option, to:
   1. supplying the relevant Services again; and/or
   2. paying the costs of having the relevant Services supplied again.

LIABILITY

1. To the maximum extent permitted by law:
   1. you access and use the Services at your own risk; and
   2. we are not liable or responsible to you or any other person for any claim, damage, loss, liability and cost under or in connection with the Agreement, the Services, or your access to and use of (or inability to access or use) the Services.  This exclusion applies regardless of whether our liability or responsibility arises in contract, tort (including negligence), equity, breach of statutory duty, or otherwise.
2. To the maximum extent permitted by law and only to the extent clause 12.1 does not apply, our maximum aggregate liability under or in connection with these Terms or relating to the Services, whether in contract, tort (including negligence), breach of statutory duty or otherwise, must not in any Year exceed an amount equal to the Fees paid by you relating to the Premium Services in the previous Year (which in the first Year is deemed to be the total Fees paid by you from the Start Date to the date of the first event giving rise to liability).
3. Neither party is liable to the other under or in connection with these Terms or the Services for any:
   1. loss of profit, revenue, savings, business, use, data (including Data), and/or goodwill; or
   2. consequential, indirect, incidental or special damage or loss of any kind.
4. Clauses 12.1 and 12.2 do not apply to limit our liability under or in connection with these Terms for:
   1. personal injury or death;
   2. fraud or wilful misconduct; or
   3. a breach of clause 10.
5. Clause 12.2 does not apply to limit your liability:
   1. to pay the Fees;
   2. under the indemnity in clause 6.6; or
   3. for those matters stated in clause 12.3a and 12.3b.
6. Neither party will be responsible, liable, or held to be in breach of these Terms for any failure to perform its obligations under these Terms or otherwise, to the extent that the failure is caused by the other party failing to comply with its obligations under these Terms, or by the negligence or misconduct of the other party or its personnel.
7. Each party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done or not done by the other party under or in connection with these Terms or the Services.

TERM, TERMINATION AND SUSPENSION

1. Unless terminated under this clause 13, these Terms and your right to access and use the Services starts on the Start Date and continues for the Free Services and/or the Consumption-Based Services, until we terminate your access to the Free Services and/or the Consumption-Based Services under clause 5.5.
2. Either party may, by notice to the other party, immediately terminate these Terms and your right to access and use the Services if the other party:
   1. breaches any material provision of these Terms and the breach is not:
      1. remedied within 10 days of the receipt of a notice from the first party requiring it to remedy the breach; or
      2. capable of being remedied; or
   2. becomes insolvent, liquidated or bankrupt, has an administrator, receiver, liquidator, statutory manager, mortgagee's or chargee's agent appointed, becomes subject to any form of insolvency action or external administration, or ceases to continue business for any reason.
3. You may terminate these Terms and your right to access and use the Services in accordance with clause 8.1.
4. Termination of these Terms does not affect either party's rights and obligations that accrued before that termination.
5. On termination of these Terms, you must pay all Fees for the provision of the Services prior to that termination.
6. No compensation is payable by us to you as a result of termination of these Terms for whatever reason, and you will not be entitled to a refund of any Fees that you have already paid.
7. Except to the extent that a party has ongoing rights to use Confidential Information, at the other party's request following termination of these Terms but subject to clause 13.8, a party must promptly return to the other party or destroy all Confidential Information of the other party that is in the first party's possession or control.
8. Without limiting any other right or remedy available to us, we may restrict or suspend your access to and use of the Services and/or delete, edit or remove the relevant Data if we consider that you or any of your personnel have:
   1. undermined, or attempted to undermine, the security or integrity of the Services or any Underlying Systems;
   2. used, or attempted to use, the Services:
      1. for improper purposes; or
      2. in a manner, other than for normal operational purposes, that materially reduces the operational performance of the Services;
   3. transmitted, inputted or stored any Data that breaches or may breach these Terms or any third party right (including Intellectual Property Rights and privacy rights), or that is or may be Objectionable, incorrect or misleading; or
   4. otherwise materially breached these Terms.

GENERAL

1. Neither party is liable to the other for any failure to perform its obligations under these Terms to the extent caused by Force Majeure.
2. No person other than you and us has any right to a benefit under, or to enforce, these Terms.
3. For us to waive a right under these Terms, that waiver must be in writing and signed by us.
4. Subject to clause 7.4, we are your independent contractor, and no other relationship (e.g. partnership, joint venture, agency, or trust) exists under these Terms.
5. If we need to contact you, we may do so by email or by posting a notice on the Website. You agree that this satisfies all legal requirements in relation to written communications. You may give notice to us under or in connection with these Terms by emailing support@subquery.network.
6. These Terms, and any dispute relating to these Terms or the Services, are governed by and must be interpreted in accordance with the laws of Singapore. Each party submits to the non-exclusive jurisdiction of the Courts of Singapore in relation to any dispute connected with these Terms or the Services.
7. Clauses which, by their nature, are intended to survive termination of these Terms, including clauses 9, 10, 12, 13.4 to 13.8 and 14.6, continue in force.
8. If any part or provision of these Terms is or becomes illegal, unenforceable, or invalid, that part or provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity. If modification is not possible, the part or provision must be treated for all purposes as severed from these Terms. The remainder of these Terms will be binding on you.
9. Subject to clauses 2.1 and 8.1, any variation to these Terms must be in writing and signed by both parties.
10. These Terms set out everything agreed by the parties relating to the Services, and supersede and cancel anything discussed, exchanged or agreed prior to the Start Date. The parties have not relied on any representation, warranty or agreement relating to the Services that is not expressly set out in these Terms, and no such representation, warranty or agreement has any effect from the Start Date. The parties agree that it is fair and reasonable that the parties are bound by this clause 14.10.
11. You may not assign, novate, subcontract or transfer any right or obligation under these Terms without our prior written consent, that consent not to be unreasonably withheld. You remain liable for your obligations under these Terms despite any approved assignment, subcontracting or transfer.