BUILD Program Terms & Conditions

General. The Services (as defined below) to be provided shall be set forth in the Participation Form, and are detailed in the annex to these Terms (the “Annex”). In the case of a conflict between or among any provisions in these Terms and the applicable Annex, the provisions of the Annex shall control with respect to such conflict. The terms of the Annex may be modified by entering into an amendment to such Annex or a new Annex. Subject to these Terms, the Customer agrees to comply with the Terms of Service available at https://chain.link/terms (the “Chainlink Terms”) in connection with the use of the Chainlink Network and the Chainlink Terms are incorporated herein by reference and shall be considered an integral part of these Terms. In the event of a conflict between a defined term in these Terms and a defined term in the Chainlink Terms, for purposes solely of these Terms, the meaning given in these Terms shall control. Customer agrees to comply with any additional terms specified in its Participation Form.

Technical Services; Technical Support. Vendor or its affiliates shall provide the services checked in the Participation Form and correspondingly described in the Annex hereto (the “Services”). Vendor shall provide the Services in a professional and workmanlike manner consistent with any applicable documentation. Vendor shall comply with all laws applicable to Vendor in the performance of its obligations under these Terms and the Participation Form. As described in the Annex, Vendor agrees to provide reasonable technical support to the Customer in connection with the Customer’s use of and integration into the Chainlink Network.

Fees. The Customer shall pay Vendor or, if applicable, Service Providers, all fees set forth in the Participation Form (the “Fees”), subject to these Terms. All Fees are exclusive of Taxes. “Taxes” means all taxes, charges, duties, fees, levies or other assessments (together with any interest and any penalties, additions to tax or additional amounts with respect thereto) imposed by any government or agency or political subdivision of any such government.

Designated Wallet. Vendor and Customer will establish a smart contract vault or wallet (the “Designated Wallet”) subsequent to the Effective Date that will be jointly administered by Vendor and Customer with Vendor and Customer collectively holding cryptographic keys (“Keys”) sufficient to effect transactions from such Designated Wallet in a manner designed to conform to the terms and conditions of the Participation Form and these Terms. The Parties agree that Vendor shall perform the ministerial functions necessary to make portions of the Service Fee claimable as initiated by the Customer under these Terms (i) to satisfy the obligations to Chainlink stakers and/or node operators (“Service Providers”) for payment in respect of services or security on the Chainlink Network for Customer’s consumption of network services on its Application and (ii) for Vendor’s general corporate purposes. Notwithstanding the foregoing, any claims made pursuant to part (i) of the first sentence of this subsection will only be made available in accordance with best practices established from time to time to support consumer protection of the Chainlink community and the viability of the Chainlink Network. Customer agrees to reasonably cooperate with Vendor in furtherance of this Section 4 and not to otherwise utilize its Keys unless Vendor is in material breach of its obligations under this Section 4 and such failure continues for five (5) business days after written notice from the Customer to Vendor (unless otherwise agreed upon between the Customer and Vendor) or Customer is required to make withdrawals in connection with withholding obligations required by any applicable taxing authority. Other than as permitted hereby, Vendor shall not transfer any digital assets, including Tokens from the Designated Wallet, without the prior written permission of Customer. Vendor has no rights with respect to any of the Tokens that accrue in the Designated Wallet, including any rights to participate in any future payments, voting, profits or distributions that may accrue to the Designated Wallet, other than to claim Tokens as set forth above. All rights and interests in the Designated Wallet belong solely to Customer, Customer will be responsible for any applicable Taxes related to the activities associated with the Designated Wallet and Customer has priority and closest nexus to the Fees related thereto. Vendor assumes no withholding or reporting responsibilities with respect to any payments to Service Providers from the Designated Wallet or otherwise.

Coordination. To facilitate efficient communications, each Party will designate a person as the primary point of contact (each, a “Designated Representative”) as set forth in the Participation Form. If either Party wishes to replace its respective Designated Representative, it shall provide written notice to the other Party promptly upon replacement. The Parties agree to review their performance under these Terms and the Participation Form on a quarterly basis or at a more regular interval (each, a “Quarterly Business Review”) as mutually agreed by the Designated Representatives. The Designated Representatives shall have primary responsibility for conducting the Quarterly Business Reviews. The Quarterly Business Review will cover services and performance for the completed quarter across key service categories determined by the Designated Representatives and ensure alignment and prioritization of initiatives for the quarter ahead.

Costs & Expenses. In addition to the Fees, the Customer shall be responsible for all Customer-specific costs incurred by Vendor in performing the Services for Customer, including without limitation the fees for the computational resources required to perform transactions on the blockchain (commonly known as “gas charges”) incurred in connection with its payment of Fees.

Obligations.

Except with Vendor’s prior written consent, the Customer shall at no time develop, participate in, contribute to or otherwise engage in any activities related to software development of any code that is or could be construed as a hard or soft fork or derivative work of the code of the Chainlink Network and related oracle architecture, as it exists on the date hereof or as further developed based on the existing codebase, regardless of whether such code is open source or developed on a proprietary basis.

The Customer has and will retain sole responsibility for: (a) all data related to its users; (b) all information, instructions, and materials provided by or on behalf of the Customer in connection with the Services; (c) the Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by the Customer or through the use of third-party services (“Customer Systems”); and (d) all access to and use of the Services directly or indirectly by or through the Customer Systems, with or without the Customer’s knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.  The Customer shall not (i) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Services to any person other than as permitted under these Terms and the Participation Form and (ii) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner Vendor’s provision of the Services.

Each Party agrees not to disparage the other Party or its products, services, agents, representatives, directors, officers, shareholders, attorneys, employees, vendors, business partners, affiliates, successors or assigns, or any person acting by, through, under or in concert with any of them, with any written or oral statement; provided that nothing shall prohibit either Party from providing truthful information in response to a valid subpoena or other legal process; however, the Party receiving the subpoena agrees to provide the other Party sufficient notice of such to allow it the opportunity to oppose such subpoena or legal process prior to providing any information (unless expressly prohibited by applicable law).

During the term of these Terms and for a period of one year thereafter, neither Party will directly or indirectly, separately or in association with others, without the express prior written consent of the other Party, solicit or entice any employee, consultants or personnel of the other Party or its affiliates to work for the requesting Party or any of its affiliates or business relations, provided that the foregoing shall not apply to any employee, consultants or personnel of either Party or their respective affiliates who voluntarily respond to general advertisements for employment and provided further that any employee, consultant or personnel of Vendor can serve as an advisor to the Customer.

Co-Marketing. The Parties will coordinate the content and the timing of any co-marketing announcement; provided that Vendor shall have the exclusive right to authorize such co-marketing announcement and determine such announcement’s timing and form. Each Party grants the other Party a limited, non-exclusive, non-transferable, royalty-free, revocable license to display each Party’s brand and logo for the sole purpose of promoting the collaborative efforts of the Parties contemplated by these Terms and the Participation Form, subject to the last sentence of this section. Use of each Party’s brand and logo will be displayed in accordance with and subject to that Party’s trademark and brand guidelines. Chainlink is a trademark of SmartContract Chainlink Limited SEZC (“SCCL”) and the use of the Chainlink name and logo is sublicensed by Vendor to Customer on a non-exclusive, non-sublicensable and non-transferable basis hereby, subject to any rights of SCCL therein; provided that each use of the Chainlink name and logo shall at all times be subject to the prior approval of Vendor.

Representations, Warranties and Covenants of the Parties. Each of (i) Customer on behalf of itself and each of its Beneficial Owners (as defined below) and (ii) Vendor, hereby represents, warrants and covenants to the other Party that the following are true as of the Effective Date:

The Party is duly organized and formed under the laws of its jurisdiction and has the power and authority to consummate the transactions contemplated hereunder.

The execution and performance of these Terms and the Participation Form by the Party has been duly authorized by all necessary actions of the Party, and the Participation Form and these Terms have been duly executed and delivered by the Party.

These Terms and the Participation Form are valid and binding upon the Party and enforceable in accordance with their terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

No permits, consents, authorizations or approvals of any kind of governmental authority or other third Party are required in connection with the execution or performance of these Terms or the Participation Form by the Party, other than those that have been obtained prior to the date of these Terms and the Participation Form.

The consummation of the transactions contemplated hereunder and the performance of these Terms and the Participation Form by the Party do not violate (a) the provisions of the formation or similar organizational documents of Party or (b) any applicable law, except in the case of clause (b), for such violations as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Party to perform its obligations under these Terms and the Participation Form.

Neither the Party nor any related party is (a) a citizen or resident of a geographic area in which use of cryptographic tokens is prohibited by applicable law, decree, regulation, treaty, or administrative act, (b) a citizen or resident of, or located in, a geographic area that is subject to Cayman Islands, British Virgin Islands, U.S., EU or other applicable sanctions or embargoes, (c) an individual, or an individual employed by or associated with an entity, that is identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, the U.S. Department of State’s Debarred Parties List or the sanctions lists adopted by the United Nations and the European Union to such extent such sanctions are extended by the UK Government to its overseas territories, as such lists may be amended from time to time, or (d) a person who acts, directly or indirectly, for a senior foreign political figure, any member of a senior foreign political figure's immediate family or any close associate of a senior foreign political figure, unless the other Party, after being specifically notified by such Party in writing that it is such a person, conducts further due diligence, and determines that the transaction is permitted (collectively, a “Prohibited Person”).

Each Party agrees that the other Party, its affiliates, principals, shareholders, partners, employees and agents shall have no liability whatsoever to the Party, its affiliates, principals, shareholders, partners, employees, agents, grantors or beneficiaries, due to or in connection with its use or non-use of any material non-public information or otherwise as a result of the transactions contemplated hereby, and the Party hereby irrevocably waives any claim that it might have based on the failure of the other Party to disclose such information.

No person or entity that controls, is controlled by or under common control with, the Party or a related party is a Prohibited Person.

No person having any direct or indirect beneficial interest in the Party or a related party (each, a “Beneficial Owner”) is a Prohibited Person.

To the extent the Party or a related party has any Beneficial Owners, (i) it has carried out thorough due diligence to establish the identities of those Beneficial Owners; (ii) it holds the evidence of those identities and status and shall maintain all of that evidence for at least five years; and (iii) it shall make available that evidence and any additional evidence that the other Party may require upon request in accordance with applicable regulations.

The Party confirms that it is not, and has not been involved in any type of activity associated with money laundering or terror financing, nor violated any provision of the UK Bribery Act 2010 or any other applicable anti-corruption or anti-bribery legislation, nor was ever subject to any investigation by, or has received a request for information from any governmental body relating to corruption or bribery under any statute.

Ownership of IP. Each Party expressly reserves all rights in its services, platform, all materials provided to the other Party and all technology created, and all know-how learned, in discussing, conducting and completing, as applicable, the activities contemplated by these Terms and the Participation Form (collectively, the “Owned IP”). All rights, titles and interests in and to the Owned IP, as well as any update, modification, adaptation, translation, customization or derivative work thereof, and all intellectual property rights therein shall remain with the applicable Party (or its third party suppliers, as applicable). Vendor expressly acknowledges and is bound by Section 3 of the Chainlink Terms (Proprietary Rights) stating that, excluding any open source of third-party software incorporated therein, the Website (as defined in the Chainlink Terms and including the Chainlink Network) and all technology, content and other materials used, displayed or provided on the Website (including all intellectual property rights therein) is owned by the Chainlink Foundation or its affiliate SCCL. Furthermore, any new technology or intellectual property rights developed by Vendor in the course of performing the Services under these Terms and the Participation Form (“New Technology”) shall be owned by SCCL. The New Technology is sublicensed by Vendor to the Customer on a non-exclusive, worldwide license to use the New Technology during the term of these Terms and the Participation Form. If the Customer gives to Vendor any suggestions, ideas, advice and other feedback generated by the Customer in relation to the Services (“Feedback”), Customer hereby grants Vendor a non-exclusive, worldwide, perpetual, sublicensable license to use, disclose or reproduce such Feedback.

Term and Termination. The term of these Terms shall commence on the Effective Date and shall continue in effect as long as any Participation Form is in effect. Should either Party materially breach any of its obligations under these Terms or the Participation Form, the non-breaching Party may terminate these Terms and the Participation Form upon written notice to the breaching Party if the breaching Party fails to cure the breach within twenty (20) business days after having received written notice by the non-breaching Party of the breach or default (unless otherwise agreed upon between the Customer and Vendor). These Terms and/or the Participation Form shall automatically terminate upon written notification from Vendor to the Customer if (i) in the reasonable discretion of Vendor, any decentralized autonomous organization (DAO) that governs the Customer Application has affirmatively voted to impair or frustrate the purposes of these Terms or the Participation Form, including any changes to the Service and Fee terms, without the consent of Vendor; (ii) Vendor becomes aware of any legislation or regulation or the issuance of any interpretation thereof that in Vendor’s reasonable judgment materially impairs Vendor’s ability to perform these Terms and/or the Participation Form in accordance with applicable law; (iii) any litigation or regulatory proceeding is commenced and Vendor reasonably believes that such litigation or proceeding would have a material adverse effect upon the ability of Vendor to perform under these Terms and/or the Participation Form or (iv) in the reasonable discretion of Vendor, the Customer Application is no longer serving a viable commercial purpose (unless as otherwise agreed upon by the Parties). In the event the Agreement is terminated, any Fees accrued prior to the date of such termination shall remain payable to Vendor in accordance with the Participation Form and these Terms. In addition to the covenants that survive the termination of these Terms by their terms, Section 7.3 (Non-Disparagement), Section 10 (Ownership of IP), Section 12 (Disclaimer), Section 13 (Limitation of Liability), Section 14 (Confidentiality), Section 15 (Indemnification), Section 16 (Governing Law) and Section 17 (Miscellaneous Provisions) shall survive the termination of these Terms.

Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN OR IN THE APPLICABLE PARTICIPATION FORM, VENDOR, ITS AFFILIATES AND THEIR THIRD PARTY PROVIDERS SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS, INTERRUPTIONS, MALFUNCTIONS OR DELAYS IN ANY OF THE SERVICES. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND VENDOR, ITS AFFILIATES AND THEIR THIRD-PARTY PROVIDERS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. EXCEPT AS EXPRESSLY PROVIDED HEREIN OR IN THE APPLICABLE PARTICIPATION FORM, VENDOR, ITS AFFILIATES AND THEIR THIRD-PARTY PROVIDERS DO NOT REPRESENT OR WARRANT AS TO THE COMPLETENESS OR ACCURACY OF ANY DATA OR THAT THE CHAINLINK NETWORK OR THE SERVICES WILL BE UNINTERRUPTED, CURRENT OR ERROR-FREE OR THAT THEY WILL BE AVAILABLE CONTINUOUSLY OR AT ANY PARTICULAR TIME. NO PORTION OF THE SERVICES CONSTITUTES A RECOMMENDATION OR OPINION TO BUY OR SELL ANY PRODUCT OR PARTICIPATE IN ANY TRANSACTION.

Limitation of Liability. Neither party will be liable to the other party for any special, incidental, indirect, or consequential damages (including loss of data, profits or revenue, cost of capital or downtime costs), or for any exemplary or punitive damages related to or arising out of any performance of the Participation Form or these Terms, regardless of whether such damages are based in tort, warranty, contract or any other legal theory, even if advised of the possibility of such damages. All support, services and other deliverables from Vendor are provided on an “as is” basis without any representations, warranties, covenants, or conditions of any kind. Vendor’s entire liability to the Customer and any third party with respect to these Terms and the Participation Form will not exceed $100,000.

Confidentiality. As to the other Party’s Confidential Information (as defined below), the receiving Party (“Recipient”) agrees (a) to use the Confidential Information only for its performance of these Terms and the Participation Form and not for any other purpose, (b) to maintain the Confidential Information as confidential, and exercise reasonable precautions to prevent any unauthorized access, use or disclosure and (c) not to disclose the Confidential Information to any third party other than Recipient’s officers, directors, employees, accountants, and legal and tax advisors with a need to know such Confidential Information, provided that such persons are bound by confidentiality obligations no less stringent than those set forth in these Terms (“Representatives”). Each Party shall be responsible for any breach of its obligations hereunder by its respective Representatives. The term “Confidential Information” means, to the extent previously, presently or subsequently disclosed by or for the disclosing Party (the “Discloser”) to Recipient, all financial, business, legal and technical information of Discloser or any of its affiliates, suppliers, customers and employees (including information about research, development, operations, marketing, transactions, regulatory affairs, discoveries, inventions, methods, processes, articles, materials, algorithms, software, specifications, designs, drawings, data, strategies, plans, prospects, know-how and ideas, whether tangible or intangible, and including all copies, abstracts, summaries, analyses and other derivatives thereof), that is marked or otherwise identified as proprietary or confidential at the time of disclosure, or that by its nature would be understood by a reasonable person to be proprietary or confidential. The existence, terms and conditions of these Terms and the Participation Form will also be considered Confidential Information, subject to Section 8. Confidential Information shall not include any information that (i) was rightfully known to Recipient without restriction before receipt from Discloser, (ii) is rightfully disclosed to Recipient without restriction by a third party, (iii) is or becomes generally known to the public without violation of these Terms by Recipient or (iv) is independently developed by Recipient or its employees without access to or reliance on such information. Discloser represents and warrants to Recipient that it is authorized to disclose any and all Confidential Information made available to Recipient under these Terms and the Participation Form. Notwithstanding anything to the contrary herein, Recipient may disclose Confidential Information in accordance with a request by a federal, state, or local government authority or as required under applicable federal, state or local law, regulation or a valid order issued by a court or government agency of competent jurisdiction. To the extent permitted, prior to any such disclosure, Recipient will provide Discloser with prompt notice of such requirement so that Discloser may seek a protective order or other remedy and will provide reasonable assistance, at Discloser’s sole expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. In addition to any other remedies, the Discloser shall be entitled to seek equitable relief. The confidentiality and use obligations of this Section 14 shall continue for five (5) years from the date of initial disclosure.

Indemnification. To the fullest extent permitted by applicable law, the Customer will indemnify, defend and hold harmless Vendor, Vendor’s respective past, present, and future employees, officers, directors, contractors, consultants, suppliers, vendors, service providers, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “Vendor Parties”) from and against all claims, demands, actions, damages, losses, costs and expenses (including attorneys’ fees) that arise from or relate to Vendor’s use or acquisition of the Tokens or interaction with the Customer Application resulting from any legal or regulatory proceedings which are the result of the Customer’s actions or omissions.    

Governing Law. The validity, interpretation, construction and performance of these Terms and the Participation Form, and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of New York, without giving effect to principles of conflicts of law.

Miscellaneous Provisions. These Terms and the Participation Form set forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes all prior or contemporaneous discussions, understandings and agreements, whether oral or written. No failure to exercise and no delay in exercising, on the part of either Party, any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege hereunder preclude further exercise of the same right or the exercise of any other right hereunder. No modification of or amendment to these Terms or the Participation Form, nor any waiver of any rights under these Terms or the Participation Form, shall be effective unless in writing signed by the Parties to these Terms and the Participation Form or as otherwise set forth under these Terms or the Participation Form. The Participation Form and these Terms may be amended, amended and restated, supplemented or otherwise modified from time to time, notice of which shall be given to Customer no less than ten (10) business days prior to the effective date of any such amendment, amendment and restatement, supplement or other modification. Except as otherwise provided in these Terms and the Participation Form, these Terms and the Participation Form, and the rights and obligations of the Parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives. Except as otherwise agreed by the Parties, neither Party may assign, whether voluntarily or by operation of law, any of its rights and obligations under these Terms and the Participation Form, except with the prior written consent of the other Party. Notwithstanding the foregoing, Customer agrees that Vendor may assign its rights and obligations to an affiliate controlling, controlled by or under common control with Vendor so long as such transferee agrees to comply with the responsibilities and obligations of Vendor under these Terms and the Participation Form. If one or more of the provisions in these Terms or the Participation Form are deemed void or unenforceable to any extent in any context, such provisions shall nevertheless be enforced to the fullest extent allowed by law in that and other contexts, and the validity and force of the remainder of these Terms and the Participation Form shall not be affected. The Participation Form, together with these Terms, constitute the entire agreement between Customer and the Vendor and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Execution of a .pdf, facsimile or scanned copy will have the same force and effect as execution of an original, and a facsimile or scanned signature will be deemed an original and valid signature. Except as otherwise provided in the Participation Form, all notices required or permitted to be given under these Terms and the Participation Form shall be in writing and shall be deemed to have been given and received (a) when personally delivered, or delivered by same-day courier; or (b) on the third business day after mailing by registered or certified mail, postage prepaid, return receipt requested; or (c) upon delivery when sent by prepaid overnight express delivery service (e.g., FedEx, UPS); or (d) when sent by email to the respective email address specified in the signature page for a Party.