Terms of service

Definitions:

Provider = BlockPro

Customer = You as a user

Services = software known as BlockPro (also known as Software as a Service “SaaS Product”)

Agreement = These terms of service

Intellectual Property

• Ownership

All rights, title, and interest in and to the Software as a Service (SaaS) product, including but not limited to the software, applications, user interfaces, documentation, and any and all improvements, enhancements, modifications, and updates thereto, are and shall remain the exclusive property of the Provider. The Customer acknowledges that they do not acquire any ownership rights by using the Services.

• Licence

Subject to the terms and conditions of this Agreement, the Provider grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the Services solely for the Customer’s internal business operations during the term of this Agreement.

• Customer Data

The Customer retains all rights, title, and interest in and to any data that the Customer inputs into the SaaS product (“Customer Data”). The Provider will not use Customer Data for any purpose other than to provide the SaaS product and as otherwise required by law.

• Feedback

Any feedback, suggestions, or recommendations provided by the Customer to the Provider regarding the SaaS product (“Feedback”) are hereby assigned to the Provider, who shall have the right to use, disclose, reproduce, licence, distribute, and exploit the Feedback as it sees fit, entirely without obligation or restriction of any kind.

• Protection of Intellectual Property

The Customer or related parties shall not (i) modify, copy, or create derivative works based on the SaaS product; (ii) reverse engineer, decompile, or disassemble the SaaS product, except as expressly permitted by applicable law; (iii) access the SaaS product in order to build a competitive product or service; (iv) use the SaaS product in violation of any applicable laws or regulations; or (v) remove, obscure, or alter any proprietary notices or labels on the SaaS product.

• Trademark Use

Nothing in this Agreement grants the Customer any rights to use any trademarks, service marks, logos, or trade names of The Provider or its licensors unless agreed in writing.

Confidentiality

• Both parties agree to keep confidential any proprietary or confidential information disclosed during the term of this Agreement, including but not limited to technical, financial, and business information.
• This obligation of confidentiality shall survive the termination of this Agreement.

Customer’s Responsibility for Employees

• Customer shall ensure that its employees, agents, and any other individuals granted access to the Services (“Customer Personnel”) comply with the terms of this Agreement.

• Customer shall be responsible for any act or omission of Customer Personnel that would constitute a breach of this Agreement if done by Customer.
• Customer shall indemnify and hold Provider harmless against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with any act or omission of Customer Personnel related to their use of the Services.

Limitation of Liability

• Nothing in this Agreement shall limit or exclude either party’s liability for death or personal injury caused by its negligence, fraud, fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.
• Subject to the above clause, neither party shall be liable to the other party, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any indirect, consequential, or special loss or damage.
• In no event shall the Provider’s total aggregate liability to Customer arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total annual Fees payable by Customer to Provider under this Agreement.

Data Processing Agreement (DPA)

Customer and Provider acknowledge the existence of a separate Data Processing Agreement (DPA) between the parties, which governs the processing of Personal Data in accordance with applicable data protection laws, including the General Data Protection Regulation (GDPR) and any other relevant regulations. The DPA is attached hereto as Schedule 3 and is hereby incorporated by reference into this Agreement.

Governing Law and Dispute Resolution

• This Agreement shall be governed by and construed in accordance with the laws of England and Wales.
• Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.

Miscellaneous

• This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings.
• This Agreement may be amended only in writing and signed by both parties.

Internet Connection Disclaimer

Customer acknowledges and agrees that the proper functioning of the Services is dependent on the availability of a stable and adequate internet connection. A slow or disrupted internet connection may result in unexpected behaviour, interruptions, or delays in the use of the Services. It is the responsibility of Customer to ensure that they have a reliable internet connection to use the Services effectively.