Terms of Service
These terms of service, together with any documents and additional terms they incorporate by reference (collectively, these “Terms”), are entered into between Chainlink Labs Inc., or any of its current or future subsidiaries, affiliates, successors or assigns (collectively, “Chainlink Labs,” “we,” “us,” and “our”) and you or the company or other legal entity that you represent (“you” or “your”). Please read these Terms carefully as they govern your use of the Services (as defined below). If you do not accept these Terms, you are not authorized to use the Services for any purpose.
If you use the Services on behalf of a company, organization (including a decentralized autonomous organization or “DAO”) or other entity then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms, and (b) you agree to these Terms on the entity’s behalf.
1. Our Services
We provide access to a variety of services, resources, and information (collectively, the “Services”) related to your access to on-chain data that is independently provided by third parties via the Chainlink network (“Data”). In connection with your use of the Chainlink network related to the Services, you also agree to comply with the Chainlink Terms of Service (https://chain.link/terms), as amended from time to time (the “Chainlink Terms”). As a condition to using the Services, you agree that you will only use the Services for lawful purposes and in accordance with these Terms.
To use certain Services, you may be required to enter into an order form with Chainlink Labs for the provision of certain Services (each, an “Order Form”). The Order Form incorporates these Terms, but may contain additional terms to those specified in these Terms. You agree that any additional terms of any Order Form and the fact of its existence is confidential and will not be disclosed to any third party, other than your representatives under a duty of confidentiality. In the event of any conflict between the Order Form and these Terms, the Order Form will control. If applicable, you agree to pay the fees (“Fees”) set forth in any applicable Order Form for the Services. Unless otherwise specified in any Order Form, we will submit invoices on a monthly basis to you for Fees payable for the previous monthly period, and you agree to pay such invoices within thirty (30) days of receipt.
2. Your Representations and Warranties
You represent that, you are at least 18 years old (or the age of majority where you reside, whichever is older), can form a legally binding contract online, and have the full right, power and authority to enter into and to comply with the obligations under these Terms including on behalf of the entity or organization on whose behalf you are entering into these Terms. Additionally, you represent and warrant to us that neither you nor your affiliates is located or does business in a geographic area in which the purchase, holding or use of LINK tokens or your use of the Data or the Services is prohibited by, would be illegal under or would otherwise violate any applicable law, rule, statute or regulation or other requirement issued by any governmental, regulatory, judicial or administrative authority having jurisdiction over us, you or the Services (“Applicable Law"). You further represent and warrant to us that neither you nor your affiliates is subject to or located in a geographic territory that is the subject of U.S. or other applicable sanctions or embargoes (or if you are using the Website or Services on behalf of an entity, that such entity is not domiciled in any such territory).
As a condition to accessing or using the Services, you represent, warrant and agree that you will not: (i) violate any Applicable Law, including, without limitation, any relevant and applicable anti-money laundering and anti-terrorist financing laws, sanctions regimes, money transmission laws, securities laws, commodities laws, intellectual property laws, gambling laws, and privacy and data collection laws, in each case as may be amended while using the Services; (ii) infringe on or misappropriate any contract, intellectual property or other third-party right, or commit a tort while using the Services; (iii) attempt to circumvent any content filtering techniques or security measures that Chainlink Labs employs, or attempt to access any Services or data that you are not authorized to access; (iv) use any robot, spider, crawler, scraper, or other automated means or interface not provided by us, to access the Services or to extract data; or (v) encourage or induce any third party to engage in any of the activities prohibited under these Terms. You further agree not to modify, edit, copy, create any index from, reverse engineer, decompile, alter, enhance or in any way exploit the Services or any Data in any manner. You understand and acknowledge that the Data is independently provided by third parties, and you agree that in no event will you use the Data in a way that infringes upon the rights of such third parties relating to the Data. Specifically, you agree that you will not (x) license, sell, resell, loan, retransmit, distribute, redistribute, permit access to, syndicate or provide any Data to any third party whether commercially or free of charge, (y) repackage any Data to any third party for any reason, or (z) create derivative data from the Data, in each case without the prior consent of the third party providers of such Data.
3. Changes; Suspension; Termination
We may suspend or disable, temporarily or permanently, the Services, in whole or in part, for any reason whatsoever, including, but not limited to, as a result of a security incident on the Chainlink network. We will not be liable for any losses suffered by you resulting from any suspension, for any reason, of your access to all or any portion of the Data or the Services. We may terminate your Order Form immediately by providing notice to you if you are in material breach of the Order Form, these Terms or the Chainlink Terms. Unless otherwise set forth in an Order Form, we may terminate the Services for convenience on thirty (30) days’ prior notice to you. We may suspend the Services if you are more than sixty (60) days due in arrears on any Fees. All of these Terms will survive any termination of your access to the Data or the Services, regardless of the reasons for its expiration or termination, in addition to any other provision which by law or by its nature should survive.
4. Publicity; Proprietary Rights
Neither party may use the other party’s name or marks, refer to or identify the other party in any advertising or press releases without such other party’s written approval; provided that we may publish your name and logo on our website as part of a list of clients. Chainlink® is a trademark of SmartContract Chainlink Limited SEZC. You agree that you will not use the Chainlink trademarks or our trademarks without our written permission. We own and retain all right, title and interest in and to the Services, and all improvements, enhancements or modifications thereto (whether or not developed based on your suggestions or other feedback), and all intellectual property rights related to any of the foregoing.
5. Use of the Services, the Chainlink Network and Data
You agree that you are solely responsible for your proper use of the Services, the Chainlink network and the Data, and for any and all acts and omissions that occur with regard to your use thereof. We do not control the Chainlink network and cannot control activity and Data on the Chainlink network, nor can we control the activities of you or third parties who may develop on the Chainlink network, validate transactions on the Chainlink network, or use the Chainlink network. It is your responsibility to review the quality of the Data that you use or access via the Chainlink network. For example, some data providers use a single data source, which might be necessary if only one source exists off-chain for a specific type of data, and some data providers may obtain their pricing data from individual exchanges rather than from aggregated price tracking services that gather their data from multiple exchanges. You are also responsible for the proper use of any Data feed registry.
You will defend, indemnify, and hold harmless Chainlink Labs, its affiliates and their respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers, licensors and contractors (each, a “Protected Party”) from any claim, demand, lawsuit, action, proceeding, investigation, liability, damage, loss, cost or expense, including without limitation reasonable attorneys’ fees, arising out of or relating to your use of the Services or access to Data or in violation of applicable laws or regulations; and any claims made by or against any Protected Parties by other members of the organization or entity on whose behalf you may be using Services. If you are obligated to indemnify any Protected Party, we (or, at its discretion, the applicable Protected Party) will have the right, in our sole discretion, to control any action or proceeding and to determine whether we wish to settle, and if so, on what terms.
To the maximum extent permitted under applicable law, the Services provided by or on behalf of Chainlink Labs (including any integration, orchestration or support-related Services with respect to your use of the Chainlink network) are provided on an “AS IS” and “AS AVAILABLE” basis, and we expressly disclaim, and you hereby waive, any representations, conditions or warranties of any kind, whether express or implied, legal, statutory or otherwise, or arising from statute, otherwise in law, course of dealing, or usage of trade, including, without limitation, the implied or legal warranties and conditions of merchantability, merchantable quality, quality or fitness for a particular purpose, title, security, availability, reliability, accuracy, quiet enjoyment and non-infringement of third party rights. Without limiting the foregoing, we do not represent or warrant that the Services (including any related Data) will be uninterrupted, available at any particular time or error-free. You are solely responsible for determining and complying with all legal and regulatory restrictions and requirements that may govern your use of the Services and the Chainlink network.
8. Limitation of Liability
Except in connection with your indemnification obligations, in no event will any party be liable for any incidental, indirect, special, punitive, exemplary, consequential or similar damages or liabilities whatsoever (including, without limitation, damages for loss of data, information, revenue, goodwill, profits or other business or financial benefit) arising out of or in connection with the Services, the Data and the Chainlink network (and any of their content and functionality), whether under contract, tort (including negligence), civil liability, statute, strict liability, breach of warranties, or under any other theory of liability, and whether or not such party has been advised of, knew of or should have known of the possibility of such damages. In no event will our and any Protected Party’s aggregate liability arising out of or in connection with the Services, the Data and the Chainlink network (and any of their content and functionality), whether under contract, tort (including negligence), civil liability, statute, strict liability or other theory of liability exceed the amount of Fees paid or owed by you for the Services in the twelve (12) month period immediately preceding the event giving rise to the claim for liability.
9. Arbitration and Dispute Resolution
Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Chainlink Labs and limits the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. In addition, arbitration precludes you from suing in court or having a jury trial.
You and Chainlink Labs agree that any dispute arising out of or related to these Terms or our Services is personal to you and Chainlink Labs and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.
Except for small claims disputes in which you or Chainlink Labs seeks to bring an individual action in small claims court located in the county or other applicable jurisdiction where you reside or disputes in which you or Chainlink Labs seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and Chainlink Labs waive your rights to a jury trial and to have any dispute arising out of or related to these Terms or our Services resolved in court. Instead, for any dispute or claim that you have against Chainlink Labs or relating in any way to the Services, you agree to first contact Chainlink Labs and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to Chainlink Labs by email at Legal@smartcontract.com. The Notice must include your name, residence address, email address, and telephone number, describe the nature and basis of the claim and set forth the specific relief sought. Our notice to you will be similar in form to that described above.
If you and Chainlink Labs cannot reach an agreement to resolve the claim within thirty (30) days after such Notice is received, then either party may submit the dispute to binding arbitration administered by the American Arbitration Association (“AAA”), or, under the limited circumstances set forth above, in court. All disputes submitted to AAA will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in New York, NY, USA, in accordance with the AAA Consumer Arbitration Rules (“AAA Rules”). The most recent version of the AAA Rules are available on the AAA website and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the AAA Rules or waive your opportunity to read the AAA Rules and waive any claim that the AAA Rules are unfair or should not apply for any reason.
You and Chainlink Labs agree that the enforceability of this Section 9 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the AAA Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
The arbitrator, Chainlink Labs, and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including, but not limited to, all information gathered, prepared and presented for purposes of the arbitration or related to the disputes. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.
You and Chainlink Labs agree that for any arbitration you initiate, you will pay the filing fee and Chainlink Labs will pay the remaining AAA fees and costs. For any arbitration initiated by Chainlink Labs, Chainlink Labs will pay all AAA fees and costs. You and Chainlink Labs agree that the United States District Court for the Southern District of New York and any New York State Court sitting in New York, New York have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.
Any claim arising out of or related to these Terms or our Services must be filed within one year after such claim arose; otherwise, the claim is permanently barred, which means that you and Chainlink Labs will not have the right to assert the claim.
You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section 9 by emailing us at Legal@smartcontract.com. In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration.
If any portion of this Section 9 is found to be unenforceable or unlawful for any reason, the unenforceable or unlawful provision will be severed from these Terms, severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this Section 9 or the parties’ ability to compel arbitration of any remaining claims on an individual basis under this Section 9, and to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims will be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 9 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 9 will be enforceable. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 9.
We are not liable for any of the taxes that you are legally obligated to pay and that are incurred or arise in connection with or related to the Services contemplated under these Terms, and all such taxes will be your financial responsibility. We do not provide tax advice and you agree that you will determine any tax implications associated with your use of the Services. You should consult an accountant, lawyer or tax authorities in your jurisdiction to determine any tax consequences.
The validity, interpretation, construction and performance of these Terms, and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto will 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. Except in connection with the arbitration set forth in Section 9 above, the parties submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State Court sitting in New York, New York for purposes of all legal proceedings arising out of or relating to these Terms (together with any Order Forms). The parties irrevocably waive, to the fullest extent they may do so, any objection that they may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. In addition, you agree to waive, to the fullest extent permitted by applicable law, any right to a trial by jury in any legal proceeding directly or indirectly arising out of or relating to these Terms or your use of the Services or access to Data, whether in contract, tort or under any other theory.
These Terms (together with the Chainlink Terms and any Order Forms) sets 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. If there is a conflict between these Terms and any other agreement you may have with us, these Terms will control unless the other agreement specifically identifies these Terms and declares that the other agreement supersedes these Terms. Nothing in these Terms will make or be construed to make you and us partners or agents of each other or to create any other relationship by which the acts of any party may bind the others or result in any liability to the other. 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, nor any waiver of any rights under these Terms, will be effective unless set forth in an Order Form. Except as otherwise provided in these Terms, these Terms 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. Neither party may assign, whether voluntarily or by operation of law, any of its rights and obligations under these Terms, except with the prior written consent of the other party. If one or more of the provisions in these Terms are deemed void or unenforceable to any extent in any context, such provisions will nevertheless be enforced to the fullest extent allowed by law in that and other contexts, and in any event, the the remainder of these Terms will remain in full force and effect.