Last update: October 17, 2023
Thirdwave Insights+ Terms Of Service
- Partnership Overview.
- Access to the Product; Product Development and Improvement. As the first web3 growth platform, Thirdwave Systems Inc. (“Thirdwave”) empowers blockchain projects with the analytics and insights to understand their customers and the actions that accelerate their growth. Through Thirdwave’s platform (the “Insights Platform”), customers will have access to powerful insights into customer behavior and emerging trends. As a beta user of Thirdwave’s product, the company signing the applicable order form (“Partner”) will receive early access to the product in exchange for the subscription fees set forth in Section 1.2. Thirdwave may use any feedback, including the questions that Partner directs to Thirdwave, to iterate on the product and improve it for all customers. The Parties will mutually agree on how best to provide and receive other feedback on Thirdwave’s products. Thirdwave will solely own all feedback and will use the feedback to iterate on Thirdwave’s products for the benefit of all future customers.
- Subscription Fees. Partner agrees to pay the Subscription Fees set forth in the applicable signed order form (“Order Form”) in exchange for access to the Insights Platform during the Term. Partner may input data into the Insights Platform, and Partner will grant a perpetual, worldwide, sublicensable, transferable license, and hereby does grant such a license to Thirdwave to use any such data as well as general usage data collected by Thirdwave to improve Thirdwave’s products. Partner will retain ownership of the data that it inputs into the Insights Platform.
- Term. The subscription term (“Term”) will be one year beginning on the Amendment Effective Date, which will automatically renew for additional one year terms unless Partner gives written notice at least 30 days before the end of the then-current term. This Agreement may not otherwise be terminated, except that Thirdwave may terminate this Agreement and Partner’s access immediately at any time.
- Publicity. Thirdwave may use Partner’s name and logo on its website and promotional materials or in a mutually agreed case study.
- Restrictions; Intellectual Property. Thirdwave's general website terms of service located at https://www.thirdwavelabs.com/terms-of-service are incorporated by reference. Partner may only access and use the Thirdwave products for its internal business purposes and will not (i) directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Thirdwave products, (ii) use, transform, modify, or adapt the Thirdwave products for any other purpose, including to assist in the development of a competing product, (iii) remove any proprietary notices or labels, or (iv) use the Thirdwave products in a manner which violates any applicable law, rule or regulation. Thirdwave shall at all times retain all right, title and interest, including all copyrights, patents, trademarks, trade secrets, moral rights and other intellectual property and proprietary rights, in and to the Insights+ platform and all other Thirdwave products (including any product modifications created as part of the partnership with Partner), the Thirdwave website and Thirdwave logos.
- Confidentiality; Insights. During the term of this Agreement and for five (5) years after the termination or expiration of this Agreement, neither party shall make use of the other's Confidential Information (as hereinafter defined) for purposes other than the performance of its obligations under this Agreement. Each party shall protect the other party's Confidential Information by using the same degree of care as it uses to protect its own information of a like nature, but no less than a reasonable degree of care. The receiving party shall only disclose the Confidential Information to its employees, consultants and subcontractors who have a need to know such Confidential Information in order to perform its obligations under this Agreement. "Confidential Information" shall mean all information of either party not generally available to the public which is provided to the receiving party by the disclosing party or which the receiving party has access to or discovers in the performance of this Agreement, including but without limitation, all information relating to a Party's products, business and operations including, but not limited to, business plans, financial records, customers, suppliers, vendors, products, costs, sources, strategies, inventions, procedures, forecasts, sales materials and data, technical advice or knowledge, contractual agreements, pricing, product specifications, trade secrets, procedures, distribution methods, inventories, marketing strategies, algorithms, designs, drawings, work sheets, blueprints, manufacturing processes, computer programs and systems and know-how or other intellectual property of a Party and its affiliates that may be at any time furnished, communicated or delivered by a Party to the other Party, whether in oral, tangible, electronic or other form. All Confidential Information shall remain the property of the disclosing Party. Confidential Information shall not include any information that: (a) was rightfully known to a party prior to disclosure by the other party; (b) is rightfully obtained by a party from a third party; (c) is made available by the disclosing party to the public without restrictions; (d) is disclosed by a party with prior written permission of the other party; (e) is independently developed or learned by the recipient party through legitimate means; (f) is disclosed by the disclosing party to a third party without a duty of confidentiality on the third party; or (g) is disclosed pursuant to any applicable laws, regulations, or order of a court of competent jurisdiction, or by the recipient in defense of a claim against the recipient. Each party will provide reasonable prior notice to the other, unless prohibited by applicable law, if it is required to disclose any of the other party's Confidential Information under operation of law, and such disclosure shall not constitute a breach of this Agreement. While the foregoing language controls for confidentiality in general, Partner may want to share publicly the insights shared. If that is the case Thirdwave asks that the Partner coordinates with the Thirdwave team to properly package with TW branding at no cost to the Partner.
- Mutual Warranty Disclaimer; Limitation of Liability. To the maximum extent permitted by law, neither party makes any warranties to the other party, and each party disclaims all warranties, oral or written, express, implied or statutory, with respect to its performance under this Agreement, fitness for a particular purpose, non-infringement, and any implied warranties. Except for breaches coveredSection 2 or Section 3, the liability of each Party with respect to this Agreement under any contract, tort, strict liability or other legal or equitable theory, whether or not advised of the possibility of such damages (a) excludes all special, indirect, incidental, exemplary, punitive, reliance or consequential damages; and (b) is otherwise limited in aggregate to the amount of fees paid by Partner to Thirdwave in the preceding 12 months.
- Miscellaneous. Governing Law. The laws of the State of California will govern this Agreement, without reference to its conflict of law provisions, and any suit or action will be in the courts located in San Francisco, California. Notices. Unless otherwise stated in this Agreement, all notices will be given by email to the email address listed in the table on page 1 of this Agreement. Entire Agreement. This Agreement and the Order Form represents the entire understanding of the parties, supersedes any prior or contemporaneous understandings, and may not be modified except in a writing signed by both Parties. Independent Contractors. Each party is entering this Agreement as an independent contractor. Neither party will have any power or authority to bind the other party.