Data Subscriber Terms of Use

Last updated January 1, 2020

bitdoor, inc., a Delaware corporation, (“bitdoor”) offers a proprietary platform that allows subscribers to access fully-permissioned consumer data and information as well as other services (the “Platform”). Except as expressly provided herein, these Data Subscriber Terms of Service (“Terms”) and any fully executed bitdoor Platform subscription form, which may include a webform (a “Subscription Form”), contain the terms and conditions that govern your access to and use of the Platform and other websites offered by bitdoor. Your access to, review of, or use of the Platform and bitdoor Services is conditioned on your acceptance of and compliance with these Terms.

You acknowledge and agree that, by accessing the Platform, you are indicating that you have read, and that you understand and agree to be bound by these Terms and the bitdoor Privacy Policy, as may be updated from time to time. The Privacy Policy is incorporated into these Terms by this reference. If you do not agree to these Terms or the Privacy Policy, you may not use or access the Platform. If you access the Platform or accept or agree to these Terms on behalf of a company or other legal entity, you are binding that company or other legal entity to these Terms, and you represent and warrant that you have the authority to do so and, in such event, “you” and “your” will refer and apply to that company or other legal entity.

Please note that these Terms do not apply to users of the bitdoor consumer dashboard or to individual consumers or businesses who contribute data to the Platform. Those services are covered by the bitdoor Contributor Terms of Service and other terms.

bitdoor reserves the right, in its sole discretion, to change and revise these Terms at any time by posting the changes on this page. Any changes are effective immediately upon posting to this page. The most current version will be available on the bitdoor website, and the Effective Date of the current version is at the top of this page. By continuing to access or use the Platform or bitdoor Services after those revisions become effective, you agree to be bound by the revised Terms. bitdoor will provide you with any additional notices or choices with respect to such changes as required by applicable law.

DEFINITIONS. The following definitions may be used in these Terms, the bitdoor network, and any Subscription Forms:

“API” means bitdoor’s application programming interface that enables you to access Protected Data and use such data in your applications.

“Applicable Laws” means any applicable country, federal, state, and local law, legislation, ordinance, statute, regulation, order, regulatory policy (including any requirement or notice of any regulatory body), rule of court or directives, binding court decision or precedent.

“Authorized User” is an employee or third-party contractor of yours that has (i) been assigned a unique username-password combination to access and use the Platform, and (ii) registered online to access and use the Platform.

“bitdoor Services” means the API, source code, and any related software bitdoor makes available through the Platform as a service from time to time.

“CCPA” means the California Consumer Privacy Act of 2018 and related regulations.

“Consumer” means an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

“GDPR” means the EU General Data Protection Regulation 2016/679 of the European Parliament and of the Council and related regulations.

“Generally Accepted Practices” means those levels of accuracy, quality, care, prudence, completeness, timeliness, responsiveness, resource efficiency, productivity, and proactive monitoring of service performance that are at least equal to the then-current accepted industry standards generally expected of entities performing services similar to yours.

“Information Security Incident” means a suspected, successful, or imminent threat of unauthorized access, use, disclosure, breach, modification, theft, loss, corruption, or destruction of Protected Data or any other sensitive information; interference with information technology operations; or interference with system operations.

“Intellectual Property Rights” means patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, moral rights, know-how, and any other intellectual property rights recognized in any country or jurisdiction in the world.

“Personal Data” means any information relating to a consumer.

“Platform Data” means all information and data provided or made available to you, which may include Personal Data, transactional data, as well as other consumer information and data, any manipulation of that data and any data or information bitdoor collects, generates, or otherwise makes available on the Platform. For clarity, to the extent Platform Data contains Personal Data as defined herein, the terms related to Personal Data will also apply.

“Protected Data” means Platform Data and all Personal Data.

“Subscription Term” means the term of your subscription to the Platform, as defined in a Subscription Form, during which these Terms will be in full effect

SUBSCRIPTION SERVICES

Access to the Platform. Subject to your compliance and in accordance with these Terms, commencing on the launch date set forth in the Subscription Form and continuing throughout the remainder of the Subscription Term, bitdoor shall grant you and your Authorized Users access to the Platform. You may access and use the Platform and bitdoor Services solely for your internal business purposes and such access and use is expressly limited to the number of Authorized Users for which you have paid fees. bitdoor reserves the right to revoke access to and use of the Platform at any time, with or without cause.

Consumer Notices and Consent. Prior to any use or disclosure of Protected Data by you, bitdoor, or a third party, you shall provide all required notices to and obtain affirmative consents from (including notices and consents required by Applicable Laws, which may include CCPA and GDPR) each Consumer with respect to such specific use and disclosure of Protected Data. Furthermore, you shall furnish specific copies of such consent to bitdoor prior to any such use or disclosure in order to allow bitdoor to display the consents on the Platform. Additionally, you agree to promptly comply with bitdoor’s instructions to update disclosures or consent language to enable bitdoor to provide the bitdoor Services.

Permitted Uses of Protected Data.

bitdoor may: (a) during the Subscription Term, use Protected Data to provide and improve the Platform; and (b) use the Protected Data as otherwise permitted by the Consumer. bitdoor will not disclose Protected Data to any third party other than as permitted by the Consumer.

Platform Restrictions. You shall not: (a) attempt to interfere with or disrupt the Platform or bitdoor Services, or attempt to gain access to any systems or networks that connect thereto; (b) reverse engineer, disassemble, decompile, or otherwise attempt to derive source code from the Platform or bitdoor Services; (c) make the Platform, bitdoor Services, or Protected Data available to any third parties other than as expressly permitted in these Terms; (d) modify, adapt, translate, or create derivative works based on the Platform or bitdoor Services except as may be expressly permitted by these Terms; (e) reproduce any portion of the Platform or bitdoor Services except as expressly permitted herein; (f) transfer any of its rights hereunder (unless specified in these Terms), or (g) permit or authorize any party to do any of the foregoing.

Account Registration. In order to access the Platform, you, your Authorized Users, and any other third party accessing the Platform on your behalf must each register to create an account (“Account”). You may register directly via the Platform, as described herein. During the registration process, you must provide certain information, including a credit card number or other payment method, and you will establish a username and a password. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete. bitdoor reserves the right to suspend or terminate your Account if any information provided during the registration process or thereafter proves to be inaccurate, not current, or incomplete. You are responsible for safeguarding your password. You agree that you will not disclose your password to any third party and that you will take sole responsibility for any activities or actions under your Account, whether or not you have authorized such activities or actions. You will immediately notify bitdoor of any unauthorized use of your Account.

Enforcement. You shall ensure that all Authorized Users comply with these Terms. You shall promptly notify bitdoor of any suspected or alleged violation of these Terms and you shall reasonably cooperate with bitdoor with respect to: (a) any investigation by bitdoor of any suspected or alleged violation of these Terms, and (b) any action by bitdoor to enforce these Terms. bitdoor may suspend or terminate your or any Authorized User’s access to the Platform if bitdoor reasonably determines that such Authorized User has violated these Terms. Furthermore, you shall be liable for any violation of these Terms by any Authorized User.

Uptime. bitdoor will use commercially reasonable efforts to make the Platform and bitdoor Services available with an uptime rate of 99.99% except for:

planned maintenance for which 24 hours’ notice will be given;
unscheduled maintenance during normal business hours (Pacific Standard time) or otherwise, for which bitdoor will use reasonable efforts to give the you advance notice; or
any downtime caused by or arising from the non-availability of services or data provided by its vendors or data providers.

PAYMENT

Account Information. When you register for an Account, you will be required to provide customary billing information such as your name and billing address, and to select a subscription term and the payment frequency (monthly or annual). For individual accounts, you will be required to provide a credit card number. For business accounts, you may provide a credit card number or, if you request payment on an invoice basis, you will be required to provide us with the necessary information to send you an invoice and establish an electronic payment service.

Payment Terms. You agree to pay the applicable subscription fees and any taxes and other fees that may accrue in relation to your use of the Platform and bitdoor Services, if any. If you select an annual payment frequency, then the entire subscription fee may be payable in advance. If you select a monthly payment frequency, then you will automatically be charged or invoiced the subscription fee for the subsequent month, unless you cancel your Account at least thirty (30) days before that month begins. For accounts set up on an invoice basis, you agree to pay all amounts stated in such invoices within thirty (30) days of receipt of the invoice. All fees are non-refundable and non-transferable except as expressly provided in these Terms. All fees and applicable taxes, if any, are payable in United States dollars.

Late Payments. bitdoor may charge a late fee on all amounts not paid within thirty (30) days of the due date equal to one and one-half percent (1½%) per month of such outstanding amounts or the highest rate allowed by law, whichever is less. You will be liable to bitdoor for all fees and expenses (including reasonable attorney’s fees) that bitdoor incurs in collecting, or attempting to collect, fees owed by you to bitdoor.

LEGAL AND REGULATORY STANDARDS

You represent and warrant that you comply with, and that throughout the Subscription Term, you will continue to comply with, all Applicable Laws. You acknowledge and agree that you are solely responsible for determining Applicable Laws, and you are not relying in any manner on bitdoor in this regard. This compliance covenant is in addition to your obligations set forth in the section titled “YOUR SECURITY OBLIGATIONS” below. Furthermore, you shall not (i) make any representations or other statements with respect to Protected Data that are contrary to or otherwise inconsistent with the Privacy Policy, or (ii) interfere with any efforts by bitdoor to provide Consumer notices or obtain Consumer consent.

If you receive, process, transmit, use, or store any Protected Data, you represent and warrant that information security procedures, processes, and systems will at all times meet or exceed all applicable information security laws, standards, rules, and requirements related to the collection, storage, processing, and transmission of payment card information, including those established by applicable governmental regulatory agencies, the Payment Card Industry (PCI), all applicable networks, and any written standards provided by bitdoor’s information security group to you from time to time.

If neither Applicable Laws nor these Terms specifically address a particular data security or privacy issue, you will use appropriate, the generally accepted practices of your industry to protect the confidentiality, security, privacy, integrity, availability, and accuracy of the potentially affected Protected Data.

You agree that, in the event of a breach of these Terms, neither bitdoor nor any relevant data contributor (which may be a natural person or business) will have an adequate remedy in damages. bitdoor or an affected data contributor will therefore be entitled to seek injunctive or equitable relief to immediately cease or prevent the further use or disclosure of Protected Data and ensure compliance with all Applicable Laws.

In the event and to the extent that the Applicable Laws impose stricter obligations on you than the express obligations under these Terms, you shall comply with the obligations under the Applicable Laws.

YOUR SECURITY OBLIGATIONS

Safeguarding Protected Data. You shall use, store, and access Protected Data with that degree of skill, care, and judgment customarily accepted as sound, quality, and professional practices. You shall implement and maintain safeguards necessary to ensure the confidentiality, availability, and integrity of Protected Data. You shall also implement and maintain any safeguards required to be implemented by Applicable Laws.

Such safeguards must include, as appropriate, and without limitation, the following:

System Security. Any system that is owned or operated by you and contains Protected Data (“System”) shall be secured as follows:
- You shall implement controls reasonably necessary to prevent a breach.
- The System must use secure protocols and encryption to safeguard Protected Data in transit.
- You understand the System may not be placed on a public network and you shall implement safeguards reasonably necessary to protect its System from compromises and attacks. You will protect the System with firewalls.
You shall additionally:
- Limit administrative access to the System;
- Limit remote access to the System;
- Limit account access and privileges to the least necessary for the proper functioning of the System;
- Remove or disable applications and services that are not necessary for the proper functioning of the System;
- Use named user accounts and not generic or shared accounts;
- Use Federated Single Sign On, Kerberos, or other industry compliant services for authentication and authorization; and
- Enable an appropriate level of auditing and logging for the operating system and applications;

Data Protections. You shall implement controls reasonably necessary to prevent unauthorized use, disclosure, loss, acquisition of, or access to Protected Data. This includes, but is not limited to personnel security measures, such as background checks. All transmissions of Protected Data by you shall be performed using a secure transfer method.

Information Security Incident Reporting and Response. If you become aware of an Information Security Incident, you shall use reasonable efforts to promptly alert bitdoor, and shall immediately take such actions as may be necessary to preserve forensic evidence and eliminate the cause of the Information Security Incident. You shall give highest priority to immediately correcting any Information Security Incident and shall devote such resources as may be required to accomplish that goal. You shall provide bitdoor information necessary to enable bitdoor to fully understand the nature and scope of the Information Security Incident. If required by Applicable Laws, you shall provide notice and credit monitoring to parties affected by any Information Security Incident. Upon request, you shall provide bitdoor information about what you have done or plan to do to mitigate any deleterious effect of the unauthorized use or disclosure of, or access to, Protected Data. In the event that an Information Security Incident requires your assistance in reinstalling software or reconstructing databases or servers, such assistance will be provided at your cost and expense. bitdoor may discontinue your access to the Platform until bitdoor, in its sole discretion, determines that the cause of the Information Security Incident has been sufficiently mitigated.

Compliance Review. To access or use the Platform and bitdoor Services, you must successfully pass bitdoor’s compliance reviews, which may include automated verifications, online questionnaires, requests for information, and review of your most recent information security audit report and that of any datacenter in which Protected Data is stored (“Compliance Reviews”). As part of the Compliance Reviews, you must provide reasonably prompt responses to bitdoor’s requests for information about you, your application, your business and associated entities, and your intended use of the Platform and bitdoor Services. You represent and warrant that all information you provide to bitdoor as part of any Compliance Review will be accurate and complete, and you will immediately notify bitdoor if any previously provided information is out-of-date or becomes inaccurate. You may be required to complete more than one Compliance Review, as requested by bitdoor based on changes in your use of the Platform or increased risk factors. Your passage or failure of any Compliance Review is in bitdoor’s sole discretion. If you fail any Compliance Review or you fail to provide prompt and complete responses within three business days after bitdoor’s requests for information (even if you have passed a previous Compliance Review or received provisional access to the Platform), bitdoor may suspend, revoke, or terminate your access to the Platform, without notice or liability to you.

OWNERSHIP

As between bitdoor and you, the Platform, bitdoor Services, and any related software, products, works, and other intellectual property created, used, or provided by bitdoor, and all Intellectual Property Rights therein or relating thereto, are and will remain the exclusive property of bitdoor or its licensors (except for Personal Data, which belongs to the Consumer). You will not remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Platform or bitdoor Services.

In the event of any claims that you have infringed or misappropriated the Intellectual Property Rights of any third party through the use of the Platform or bitdoor Services, bitdoor will reasonably cooperate with you in the resolution of such claim. Such cooperation is at bitdoor’s sole discretion and may include, but is not limited to, the licensing of bitdoor’s Intellectual Property Rights to you to demonstrate non-infringement or your lack of misappropriation.

CONFIDENTIALITY

Definition. The parties may have access to each other’s Confidential Information. “Confidential Information,” as used in these Terms, means any written, machine-reproducible, and/or visual materials that are clearly labeled as proprietary, confidential, or with words of similar meaning, and all information that is orally or visually disclosed, if not so marked, if it is identified as proprietary or confidential at the time of its disclosure or in a writing provided within thirty (30) days after disclosure. bitdoor Confidential Information includes, without limitation, the Platform, any usernames and passwords used to access the Platform, and any other sensitive information whether in source or executable code, documentation, nonpublic financial information, pricing, business plans, techniques, methods, processes, and the results of any performance tests of the Platform or bitdoor Services.

Exclusions. Confidential Information does not include information that: (a) is or becomes publicly known through no act or omission of the receiving party; (b) was in the receiving party’s lawful possession prior to the disclosure; (c) is rightfully disclosed to the receiving party by a third party without restriction on disclosure; or (d) is independently developed by the receiving party, which independent development can be shown by written evidence. The foregoing exceptions do not apply to Personal Data, Protected Data, or any other personally identifiable information that is protected by applicable privacy or similar laws.

Use and Nondisclosure. During the Subscription Term and for a period of five (5) years after expiration or termination of a Subscription Form, or longer as required by applicable, neither party shall make the other’s Confidential Information available to any third party or use the other’s Confidential Information for any purposes other than exercising its rights and performing its obligations under these Terms. Each party shall take all reasonable steps to ensure that the other’s Confidential Information is not disclosed or distributed by its employees or agents in violation of the these Terms, but in no event will either party use less effort to protect the Confidential Information of the other party than it uses to protect its own Confidential Information of like importance. Each party will ensure that any agents or subcontractors that are permitted to access any of the other’s Confidential Information are legally bound to comply with the obligations set forth herein or substantially similar obligations. Notwithstanding the foregoing, Confidential Information may be disclosed as required by any governmental agency, provided that before disclosing such information the disclosing party must provide the non-disclosing party with sufficient advance notice of the agency’s request for the information to enable the non-disclosing party to exercise any rights it may have to challenge or limit the agency’s authority to receive such Confidential Information.

TERMINATION

Failure to Pay. If you fail to pay any fees due to bitdoor and such fees remain outstanding for thirty (30) days following notice requiring such overdue fees be paid, bitdoor may terminate these Terms and your access to the Platform immediately by notice in writing and without any liability to you.

IP Infringement. bitdoor may terminate these Terms and your access to the Platform by written notice with immediate effect if you infringe bitdoor’s Intellectual Property Rights.

Frustration of Purpose. bitdoor may terminate these Terms and your access to the Platform by written notice with immediate effect in the event that a data provider is unwilling or unable to provide data to bitdoor, and such withholding materially impacts the bitdoor Services.

Breach. Either party may terminate these Terms at any time on written notice to the other if the other (i) is in breach of Applicable Laws, or (ii) is in material or persistent breach of any of these Terms and either that breach is incapable of remedy, or the other party fails to remedy that breach within thirty (30) days after receiving written notice requiring it to remedy that breach.

Bankruptcy: Either party may terminate these Terms at any time on written notice to the other if the other (i) institutes insolvency, receivership, or bankruptcy proceedings or any other proceedings for the settlement of the party’s debts, (ii) the party makes an assignment for the benefit of creditors, or (iii) the party dissolves or ceases to do business.

Licenses. Upon termination of these Terms for any reason all licenses granted under these Terms shall immediately terminate and your right to access and use the Platform and bitdoor Services will end.

WARRANTY

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS THE PLATFORM AND BITDOOR SERVICES ARE PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS, AND NO WARRANTIES, EXPRESS OR IMPLIED, REPRESENTATIONS, OR PROMISES HAVE BEEN MADE BY BITDOOR TO YOU OR ANY OTHER PERSON OR ENTITY REGARDING THE ORIGINALITY, MERCHANTABILITY, SUITABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE PLATFORM OR BITDOOR SERVICES, OR ANY OTHER MATTER AND NO WARRANTY IS GIVEN THAT THE PLATFORM OR BITDOOR SERVICES WILL CONFORM TO ANY DESCRIPTION THEREOF OR BE FREE OF OMISSIONS, ERRORS, INTERRUPTIONS, OR DEFECTS.

Disclaimer. You assume sole responsibility and liability for results obtained from the use of the Platform and bitdoor Services, and for conclusions drawn from such use. bitdoor shall have no liability for any claims, losses, or damage caused by errors or omissions in any information provided to bitdoor by you in connection with the Platform or bitdoor Services, or any actions taken by bitdoor at your direction. bitdoor shall have no liability for any claims, losses, or damages arising out of or in connection with your or any Authorized User’s use of any third-party products, services, software, or web sites that are accessed via links from within the Platform or bitdoor Services.

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS OR PROHIBITED BY LAW, BITDOOR MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THESE TERMS, THE PLATFORM, OR BITDOOR SERVICES. WITHOUT LIMITING THE FOREGOING, EXCEPT AS EXPRESSLY PROVIDED ABOVE, BITDOOR DISCLAIMS ANY WARRANTY THAT THE PLATFORM OR BITDOOR SERVICES WILL BE ERROR FREE OR UNINTERRUPTED OR THAT ALL ERRORS WILL BE CORRECTED. BITDOOR FURTHER DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE PLATFORM OR BITDOOR SERVICES AS TO MERCHANTABILITY, ACCURACY OF ANY INFORMATION PROVIDED, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. BITDOOR FURTHER DISCLAIMS ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM BITDOOR OR ELSEWHERE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Indemnification by You. You shall defend, indemnify, and hold harmless bitdoor and its officers, directors, employees, agents, successors, and permitted assigns from and against all third-party claims, suits, or other actions and all losses, liabilities, costs, expenses, and damages (including but not limited to reasonable attorneys’ fees, and all costs and expenses associated with data breach response and notification obligations) arising from or related to (i) any breach of Applicable Laws, including without limitation privacy and data security laws and regulations, by you, your Authorized Users, or other employees or agents; (ii) any breach of these Terms or a Subscription Form by you, your Authorized Users, or other employees or agents; (iii) your or your Authorized Users’ access to or use of the Platform, bitdoor Services, or Protected Data; (iv) your or your Authorized Users’ violation of any agreements you have with any Consumer; or (v) your failure to obtain adequate Consumer consents or to provide legally sufficient disclosures regarding the use of the Protected Data by bitdoor as contemplated in these Terms or by you in any regard. Your obligations under this section are contingent upon: (a) bitdoor providing you with prompt written notice of such claim; (b) bitdoor providing reasonable cooperation to you, at your expense, in the defense and settlement of such claim; and (c) you having sole authority to defend or settle such claim.

LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER BITDOOR NOR ITS AFFILIATES, SUPPLIERS, LICENSORS, OR DISTRIBUTORS WILL BE LIABLE UNDER THIS AGREEMENT FOR ANY: INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF INCOME, DATA, PROFITS, REVENUE, OR BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, OR OTHER ECONOMIC LOSS, WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER ANY CLAIM FOR RECOVERY IS BASED ON THEORIES OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE.

Notwithstanding any other provisions of these Terms, in no event will bitdoor’s aggregate liability to you or any third party in connection with these Terms, any Subscription Form, or your access to and use of the Platform exceed the total monthly subscriptions fees paid by you in the six month period preceding the claim or action, regardless of the form or theory of the claim or action (provided that, if no fees are paid or payable, such amounts will be limited to One Hundred Dollars (US $100.00)).

Acknowledgement. Without limiting the generality of the foregoing, the parties acknowledge and agree that (a) the provisions hereof that limit liability, disclaim warranties, or exclude consequential damages or other damages or remedies are severable and independent of any other provisions and shall be enforced as such, regardless of any breach hereunder, and (b) all limitations of liability, disclaimers of warranties, and exclusions of consequential damages or other damages or remedies will remain fully valid, effective, and enforceable in accordance with their respective terms, even under circumstances that cause an exclusive remedy to fail of its essential purpose.

GENERAL

Governing Law. These Terms and all matters arising out of or relating to these Terms are governed by the laws of the State of California, without regard to its conflict of law provisions. Any legal action or proceeding relating to these Terms must be brought exclusively in the state or federal courts located in the Northern District of California. bitdoor and you hereby agree to submit to the jurisdiction of, and agree that venue is proper in, those courts in any such legal action or proceeding.

Waiver. The waiver by either party of any default or breach of these Terms does not constitute a waiver of any other or subsequent default or breach.

Notices. Written notices may be sent via first-class mail to 851 Burlway Avenue, Suite 711, Burlingame, California 94010. You agree that bitdoor may send notices to you regarding your use of the Platform by means of electronic mail, a general notice posted on the Platform, or by written communication delivered either by overnight courier or U.S. mail to your email or mailing address as appearing in our records from time to time.

Severability. In the event any provision of these Terms is held to be invalid or unenforceable, the remaining provisions of these Terms will remain in full force and effect.

Force Majeure. Neither party will be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of events beyond the reasonable control of such party, which may include without limitation denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, and material shortages (each a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, the non-performing party will be excused from any further performance of its obligations effected by the Force Majeure Event for so long as the event continues, and such party continues to use commercially reasonable efforts to resume performance.

Relationship Between the Parties. Nothing in these Terms may be construed to create a partnership, joint venture, or agency relationship between the parties. Neither party will have the power to bind the other or to incur obligations on the other’s behalf without such other party’s prior written consent.

Assignment. You may not assign or transfer these Terms, by operation of law or otherwise, without bitdoor’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. bitdoor may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

Entire Agreement. These Terms together with any duly executed Subscription Forms constitutes the complete and exclusive agreement between the parties concerning its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, concerning the subject matter of these Terms. These Terms may not be modified or amended except in a writing signed by a duly authorized representative of each party.

Non-Exclusive Remedies. Except as set forth herein, the exercise by either party of any remedy under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

Equitable Relief. Each party acknowledges that a breach by the other party of any confidentiality or proprietary rights provision of these Terms may cause the non-breaching party irreparable damage, for which the award of damages would not be adequate compensation. Consequently, the non-breaching party may institute an action to enjoin the breaching party from any and all acts in violation of those provisions, which remedy will be cumulative and not exclusive, and a party may seek the entry of an injunction enjoining any breach or threatened breach of those provisions, in addition to any other relief to which the non-breaching party may be entitled at law or in equity.

No Third-Party Beneficiaries. These Terms are intended for the sole and exclusive benefit of the signatories and are not intended to benefit any third party. Only the parties to these Terms may enforce them.

Headings. The headings in these Terms are for the convenience of reference only and have no legal effect.