Last updated: Dec 5, 2022

GOLDSKY CUSTOMER AGREEMENT

Please read this Customer Agreement (“Agreement”) carefully before clicking the “I Accept” button, and/or using the Endless Sky, Inc. dba Goldsky (“Goldsky”) Services (as defined below). By clicking the “I Accept” button, or by using the API Technology (as defined below) in any way, you or the legal entity that you represent (“Customer”) are unconditionally consenting to be bound by and becoming a party to this agreement with Goldsky and you represent and warrant that you have the authority to bind such entity to this Agreement. If you do not unconditionally agree to all of the terms of this Agreement, use of the API Technology is strictly prohibited. If Customer has executed, or subsequently executes, a separate agreement with Goldsky with respect to use of the Services or API Technology (“Other Agreement”), then the terms and conditions of such Other Agreement shall govern and control your use of the Services, in the event of any conflict. In addition, if you enter into an order form with Goldsky for an enterprise plan (an “Enterprise Order Form”), some of the terms of this Agreement may not apply to you or to additional services you may select, and the terms of the Enterprise Order Form shall govern and control in the event of any conflict.


Please note that this Agreement is subject to change by Goldsky in its sole discretion at any time. When changes are made, Goldsky will make a new copy of this Agreement available on the Goldsky website (“Website”). We will also update the “Last Updated” date at the top of the Agreement. If we make material changes to this Agreement, we may (and, where required by law, will) also provide notification of changes in another way that we believe is reasonably likely to reach you, such as via e-mail or another manner through the Website (which may include posting an announcement on the Website). Goldsky may require you to provide consent to the updated Agreement in a specified manner before further use of the API Technology is permitted. If you do not agree to any of the changes after receiving a notice of such changes, you shall stop accessing the API Technology and using the API Technology or any other Services. Otherwise, your continued use of the API Technology constitutes your acceptance of such changes.

1. DEFINITIONS.

Capitalized terms will have the meanings set forth in this section, or in the section where they are first used.

1.1 “Access Protocols” means the passwords, access tokens, technical specifications, connectivity standards or protocols, or other relevant procedures, as may be necessary to allow Customer or any Authorized Users to access the API Technology.

1.2 “API Technology” means Goldsky’s application programming interface (“API”) technology to obtain and manage cryptocurrency data and any modified versions of, and upgrades, updates, and additions to such solution, provided to Customer pursuant to this Agreement, including any documentation related thereto.

1.3 “Authorized User” means each of Customer’s employees, independent contractors and developers or users who are authorized to access the API Technology pursuant to Customer’s rights under this Agreement.

1.4 “Customer Data” means all data, files, and information stored on the Customer Platform.

1.5 “Confidential Information” has the meaning given in Section 9.1.

1.6 “Customer Platform” mean’s Customer’s proprietary ecosystem for storing files on the blockchain that will interoperate with the API Technology in a manner agreed upon by the parties.

1.7 “Fees” means the fees for the API Technology and any other Services which are described on the Goldsky Pricing webpage.

1.8 “Intellectual Property Rights” means any and all now known or hereafter existing: (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.

1.9 “Services” means any services provided by Goldsky to Customer under this Agreement, including, but not limited to, provision of the API Technology, based on the Account (as defined herein) tier Customer selects, as further described on the Goldsky Pricing webpage at goldsky.com/pricing.

1.10 “Term” has the meaning given in Section 6.1.

2. PROVISION OF SERVICES.

Summary: Goldsky will provide you with access to the API Technology. You must register and set up an Account to access the API Technology.

2.1 Access. Subject to Customer’s payment of the Fees, Goldsky will provide Customer and its Authorized Users with access to the API Technology. On or as soon as reasonably practicable after the Effective Date (as defined below), Goldsky will provide to Customer the necessary Access Protocols to allow Customer and its Authorized Users to access the API Technology in accordance with the Access Protocols. Customer shall have sole responsibility in determining what security protocols, permissions and/or privileges Authorized Users have with respect to the API Technology, but must keep the Access Protocols private and confidential. Customer will use commercially reasonable efforts to prevent unauthorized access to, or use of, the API Technology and Access Protocols, and notify Goldsky promptly of any such unauthorized use known to Customer. In the event of any excess or other usage concerns, Goldsky reserves the right to rate limit calls to the API Technology at its sole discretion.

2.2 Registration. In order to access the API Technology, Customer may be required to become a Registered User. For the purposes of this Agreement, a “Registered User” is a Customer who has registered an account on the Website (“Account”) on behalf of an organization seeking to use the Services for internal business purposes. Each Account shall have a designated administrative user, and Accounts may have multiple Registered Users associated with the Account.

3. INTELLECTUAL PROPERTY.

Summary: During the Term, Goldsky grants you a limited license to access and use the API Technology, subject to certain restrictions, but Goldsky retains ownership of the API Technology. You may be provided with Open Source Software with the API Technology; each item of Open Source Software is licensed under the terms of the end-user license that accompanies such Open Source Software. If you give us feedback related to our API Technology or our business, you give us the right to use the feedback, including incorporating the feedback into the API Technology and our business.

3.1 License Grant. Subject to the terms and conditions of this Agreement, Goldsky grants to Customer a non-exclusive, revocable, limited, non-transferable (except as permitted under Section 10.6 (Subcontracts; Assignment)), restricted license during the Term, solely for Customer’s internal business purposes and in accordance with the limitations (if any) set forth in this Agreement to access and use the API Technology in the Customer Platform. Customer may permit any Authorized Users to access and use the features and functions of the API Technology as contemplated by this Agreement.

3.2 Restrictions. Customer will not, and will not permit any Authorized User or other third party to: (a) allow any third party to access the API Technology; (b) modify, adapt, alter or translate the API Technology; (c) sublicense, lease, sell, resell, rent, loan, distribute, transfer, or make available on a service bureau basis, Customer’s rights to access the API Technology; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the API Technology, except as permitted by law; (e) interfere in any manner with the operation of the API Technology; (f) modify, copy or make derivative works based on any part of the API Technology; (g) access or use the API Technology to build a similar or competitive infrastructure or database product or service or otherwise engage in competitive analysis of the API Technology; (h) attempt to access the API Technology through any unapproved interface; or (i) otherwise use the API Technology in any manner that exceeds the scope of use permitted under Section 3.1or in a manner inconsistent with applicable law or this Agreement. Customer will not remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of Goldsky or its licensors on the API Technology.

3.3 Ownership. The API Technology and all worldwide Intellectual Property Rights in the API Technology, are the exclusive property of Goldsky and its suppliers. All rights in and to the API Technology not expressly granted to Customer in this Agreement are reserved by Goldsky and its suppliers. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Customer regarding the API Technology or any part thereof.

3.4 Open Source Software. Certain items of software may be provided to Customer with the API Technology and are subject to “open source” or “free software” licenses (“Open Source Software”). Some of the Open Source Software is owned by third parties. The Open Source Software is not subject to the terms and conditions of Section 3.1. Instead, each item of Open Source Software is licensed under the terms of the end-user license that accompanies such Open Source Software. Nothing in this Agreement limits Customer’s rights under, or grants Customer rights that supersede, the terms and conditions of any applicable end user license for the Open Source Software.

3.5 Feedback. Any ideas, suggestions, guidance, or other information disclosed by Customer related to Goldsky’s Confidential Information (including the API Technology) and any intellectual property rights relating to the foregoing shall be collectively deemed “Feedback.” Customer agrees to grant and hereby grants to Goldsky a nonexclusive, perpetual, irrevocable, royalty free, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform and otherwise exploit such Feedback without restriction. Customer further agrees to periodically provide Goldsky with feedback, including upon Goldsky’s request.

4. FEES AND EXPENSES; PAYMENTS.

Summary: If applicable to the Account tier you select, you will provide Goldsky with a valid Payment Method for the Fees and you authorize Goldsky to charge such Payment Method. The Fees for the Services are set forth on Goldsky’s Pricing webpage.

4.1 Fees. In consideration for the access rights granted to Customer and the Services performed by Goldsky under this Agreement, Customer will pay to Goldsky the Fees based on the Account tier Customer selects as set forth on the Goldsky Pricing webpage at goldsky.com/pricing. All payment obligations are non-cancelable, and Fees are non-refundable. Goldsky reserves the right to modify the Fees payable hereunder or its pricing model at any time during the Term. For existing Customers, the Fees in effect at the time Customer became a Registered User shall apply. Any such change to the Fees shall go into effect immediately for new Accounts created after the date of the change in Fees. Goldsky will provide Customers with notice of any other fee changes. If a payment is not successfully settled, due to insufficient funds, or otherwise, Customer remains responsible for any uncollected amounts and authorizes Goldsky to continue billing the Payment Method (as defined below), as it may be updated. Goldsky reserves the right (in addition to any other rights or remedies Goldsky may have) to discontinue the API Technology and suspend all Authorized Users’ and Customer’s access to the API Technology if any Fees are more than fifteen (15) days overdue (and Customer has not provided Goldsky with a valid Payment Method) until such amounts are paid in full.

4.2 Payment Method. Customer will maintain complete, accurate and up-to-date Customer billing and contact information at all times. Unless an alternative billing schedule is expressly agreed to by the parties, Customer authorizes Goldsky to charge Customer at Customer’s current, valid method of payment accepted by Goldsky (such as, Visa, MasterCard, or any other issuer accepted by Goldsky) (each a “Payment Method”) for the Fees (if applicable to the Account tier Customer selects) starting on the date on which Customer first registers an Account to access the API Technology and, on a monthly basis thereafter, for the duration of the Term (as defined herein). Customer must provide Goldsky with a valid Payment Method to cover any overage Fees incurred during the Term. By providing Goldsky with your Payment Method, Customer agrees that Goldsky is authorized to invoice Customer for all overage Fees due and payable to Goldsky under Customer’s Account and that no additional notice or consent is required. At any time, Customer may change its Payment Method information by updating the Payment Method (as defined below) in the Customer’s Account. Customer acknowledges that for certain Payment Methods, the issuer of Customer’s Payment Method may charge a foreign transaction fee or other charges.

4.3 Taxes. The Fees are exclusive of all applicable sales, use, value-added and other taxes, and all applicable duties, tariffs, assessments, export and import fees, or other similar charges, and Customer will be responsible for payment of all such taxes (other than taxes based on Goldsky’s income), fees, duties, and charges and any related penalties and interest, arising from the payment of the fees, the provision of the Services, or the license of the API Technology to Customer. Customer will make all payments of Fees to Goldsky free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of Fees to Goldsky will be Customer’s sole responsibility, and Customer will provide Goldsky with official receipts issued by the appropriate taxing authority, or such other evidence as the Goldsky may reasonably request, to establish that such taxes have been paid.

4.4 Interest. Any amounts not paid when due will bear interest at the rate of one and one half percent (1.5%) per month, or the maximum legal rate if less, from the due date until paid.

5. CUSTOMER RESPONSIBILITIES.

Summary: This section lays out your responsibilities under this Agreement (such as providing Goldsky with access to nodes that host or provide Customer Data to support the performance of the Services) and you make certain warranties and representations regarding the Customer Data. You are responsible for creating backup copies of any Customer Data.

5.1 Customer Responsibilities. Customer will be responsible for providing Goldsky with access to any nodes or any other data sources that host or provide the Customer Data to support performance of the Services, and acknowledges that it is solely responsible for any and all obligations with respect to the accuracy, quality, and legality of the Customer Data. Customer represents and warrants that it owns or has adequate rights to the Customer Data as contemplated to be utilized in connection with the Services and hereby grants Goldsky a non-exclusive, worldwide, royalty-free and fully paid license during the Term to use the Customer Data for the purposes contemplated herein, including providing and improving the Services. Customer further represents and warrants that any Customer Data will not (a) be deceptive, defamatory, obscene, pornographic or unlawful, or otherwise violate any rights of any third party, or (b) contain any viruses, worms or other malicious computer programming codes intended to damage Goldsky’s system or data. Goldsky is not obligated to back up any Customer Data; the Customer is solely responsible for creating backup copies of any Customer Data at Customer’s sole cost and expense. Customer shall reasonably and in good faith cooperate and work collaboratively with Goldsky to enable its performance of the Services under this Agreement.

6. TERM AND TERMINATION.

Summary: This Agreement will have consecutive one month terms, unless earlier terminated in accordance with this Agreement. You can terminate this Agreement by giving prior written notice to Goldsky.

6.1 Term. The term of this Agreement commences on the earlier of Customer’s acceptance of the Agreement by clicking the “I Accept” button and when Customer first accesses the API Technology (the “Effective Date”) and shall continue in full force and effect for consecutive one (1) month terms, unless otherwise set forth in your Account or earlier terminated in accordance with the Agreement (the “Term”).

6.2 Termination. Either party may terminate this Agreement upon written notice to the other party, with such termination effective at the end of then-current billing cycle. Either party may terminate this Agreement immediately upon notice to the other party if the other party materially breaches this Agreement, and such breach remains uncured more than fifteen (15) days after receipt of written notice of such breach.

6.3 Effect of Termination. Upon termination or expiration of this Agreement for any reason: (a) all licenses granted hereunder will immediately terminate; (b) promptly after the effective date of termination or expiration, each party will comply with the obligations to return all Confidential Information of the other party, as set forth in Section 9; and (c) any amounts owed to Goldsky under this Agreement will become immediately due and payable, including any outstanding overage or professional service fees or expenses and any remaining unpaid minimum fees. For clarity, in the event that Goldsky permits Customer to terminate this Agreement prior to its expiration, Customer shall immediately pay to Goldsky all minimum fees that remain owing under all active Accounts. Sections 1 (Definitions), 3.2 (Restrictions), 3.3 (Ownership), 3.5 (Feedback), 4 (Fees and Expenses; Payments), 6.3 (Effect of Termination), 7.2 (Disclaimer), 8 (Limitation of Liability), 9 (Confidentiality), and 10 (Miscellaneous) will survive expiration or termination of this Agreement for any reason.

7. WARRANTIES AND DISCLAIMERS.

Summary: This section contains the limited warranty provided by Goldsky and the remedy for breach of the limited warranty. We are not guaranteeing any particular outcomes based on your use of the API Technology, and the API Technology is provided to you “as is”.

7.1 Limited Warranty.Goldsky represents and warrants that the API Technology will perform substantially in accordance with its specifications for a period of sixty (60) days after delivery to Customer. Customer must report any deficiencies in the performance of the above warranty to Goldsky in writing within five (5) days after identifying the non-conformity, specifically describing the non-conformity and how it occurred, and providing any additional supporting information as Goldsky may request. As Customer’s exclusive remedy and Goldsky’s entire liability for any breach of the foregoing warranty, and provided that Customer has complied with its reporting obligations, and Goldsky is able to duplicate and confirm the non-conformity, to Goldsky will work to promptly correct the non-conformity, and if Goldsky in unable or unwilling to correct the non-conformity, Customer may terminate this Agreement and receive a refund of any pre-paid but unearned Fees prorated on a monthly basis for the remainder of the Term.

7.2 Disclaimer. THE LIMITED WARRANTY SET FORTH IN SECTION 7.1 IS MADE FOR THE BENEFIT OF CUSTOMER ONLY. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 7.1, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS AND GOLDSKY MAKES NO (AND HEREBY DISCLAIMS ALL) OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, COURSE OF DEALING, TRADE USAGE OR PRACTICE, SYSTEM INTEGRATION, ACCURACY, MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS PROVIDED OTHERWISE HEREIN, GOLDSKY MAKES NO WARRANTY REGARDING THE QUALITY, FUNCTIONALITY OR ACCURACY OF THE API TECHNOLOGY, OR THE COMPLETENESS OR RELIABILITY OF THE RESULTS OBTAINED THROUGH PROVISION OF THE SERVICES. CUSTOMER IS SOLELY RESPONSIBLE FOR THE UNDERLYING DATA IN THE CUSTOMER PLATFORM. GOLDSKY HAS NO RESPONSIBILITY FOR ANY ERRORS OR INACCURACIES IN THE RESULTS OF THE SERVICES DUE TO INACCURACIES IN THE CUSTOMER’S UNDERLYING DATA. GOLDSKY DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE API TECHNOLOGY WILL BE UNINTERRUPTED OR ERROR-FREE. CUSTOMER AGREES THAT GOLDSKY WILL NOT BE RESPONSIBLE FOR ANY LOSS OF SUBMITTED DATA OR ANY FAILURE TO MAINTAIN, STORE, OR BACKUP ANY SUBMITTED DATA.

8. LIMITATION OF LIABILITY

Summary: Subject to limited exceptions, each party’s liability for direct damages under this Agreement is limited to 12 months of Fees paid under the Agreement preceding the event giving rise to the liability, and neither party has liability for any consequential or indirect damages.

8.1 Limitation of Liability and Amount of Damages. EXCEPT FOR EITHER PARTY’S OBLIGATIONS RELATING TO CONFIDENTIAL INFORMATION UNDER SECTION 9 AND CUSTOMER’S MISAPPROPRIATION OF GOLDSKY’S INTELLECTUAL PROPERTY RIGHTS, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (A) IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) THE MAXIMUM LIABILITY OF EITHER PARTY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO GOLDSKY DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. The parties agree that the limitations of liability set forth in this Section 8 will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties acknowledge that the prices have been set and the Agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties.

9. CONFIDENTIALITY.

Summary: Each party agrees to protect the other’s Confidential Information and only use the Confidential Information for the limited purposes as set forth in this Agreement.

9.1 Confidential Information. “Confidential Information” means any nonpublic information of a party (the “Disclosing Party”), whether disclosed orally or in written or digital media, that is identified as “confidential” or with a similar legend at the time of such disclosure or that the receiving party (the “Receiving Party”) knows or should have known is the confidential or proprietary information of the Disclosing Party. The Services and all enhancements and improvements thereto will be considered Confidential Information of Goldsky.

9.2 Protection of Confidential Information. The Receiving Party agrees that it will not use or disclose to any third party any Confidential Information of the Disclosing Party, except as expressly permitted under this Agreement. The Receiving Party will limit access to the Confidential Information to Authorized Users (with respect to Customer) or to those employees who have a need to know, who have confidentiality obligations no less restrictive than those set forth herein, and who have been informed of the confidential nature of such information (with respect to Goldsky). In addition, the Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care. At the Disclosing Party’s request or upon termination or expiration of this Agreement, the Receiving Party will return to the Disclosing Party or destroy (or permanently erase in the case of electronic files) all copies of the Confidential Information that the Receiving Party does not have a continuing right to use under this Agreement, and the Receiving Party will, upon request, certify to the Disclosing Party its compliance with this sentence.

9.3 Exceptions. The confidentiality obligations set forth in Section 9.2 will not apply to any information that the Receiving Party can demonstrate (a) is at the time of disclosure or becomes generally available to the public through no fault of the Receiving Party; (b) is lawfully provided to the Receiving Party by a third party free of any confidentiality duties or obligations; (c) was already known to the Receiving Party at the time of disclosure free of any confidentiality duties or obligations; or (d) was independently developed by employees and contractors of the Receiving Party who had no access to the Confidential Information, as demonstrated by contemporaneous, written records. In addition, the Receiving Party may disclose Confidential Information to the extent that such disclosure is necessary for the Receiving Party to enforce its rights under this Agreement or is required by law or by the order of a court or similar judicial or administrative body, provided that (to the extent legally permissible) the Receiving Party promptly notifies the Disclosing Party in writing of such required disclosure and cooperates with the Disclosing Party if the Disclosing Party seeks an appropriate protective order.

9.4 Usage and Configuration Metrics. Goldsky and its third party service providers that perform services in connection with Goldsky’s performance of this Agreement may collect information regarding number of users, number of devices, number of servers, per user storage capacity, aggregate storage usage, storage locations, and other usage and configuration metrics of the Customer and Authorized Users, and may use such information for its business purposes, including to perform their obligations under this Agreement, to ensure compliance with this Agreement, and to provide and improve the API Technology and other products of Goldsky. Any information collected pursuant to this Section shall not include any Customer Data, or any “personal identifiable information” or “protected health information” as such terms are defined in applicable U.S. privacy laws. Goldsky and its third-party service providers agree to keep all collected information confidential.

10. MISCELLANEOUS.

Summary: This section identifies how we will resolve any disputes between us, how to send each other notices, and provides other information about the scope of our relationship.

10.1 Governing Law. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of California, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction.

10.2 Arbitration. The parties agree to resolve all disputes arising under or in connection with the Agreement through binding arbitration. A party who intends to seek arbitration must first send a written notice of the dispute to the other party. The parties will use good faith efforts to resolve the dispute directly, but if the parties do not reach an agreement to do so within thirty (30) days after the notice is received, either party may commence an arbitration proceeding. The arbitration will be confidential and conducted in accordance with the applicable rules of the American Arbitration Association (“AAA”). The arbitration will be conducted in English in San Francisco, California. If the parties do not agree on an arbitrator, the arbitrator will be selected in accordance with the applicable rules of the AAA for the appointment of an arbitrator. The arbitrator’s decision will be final and binding on both parties. Notwithstanding the foregoing, this Section 10.2 will not prohibit either party from seeking injunctive or other equitable relief in a court of competent jurisdiction.

10.3 Export. Customer agrees not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Goldsky, or any products utilizing such data, in violation of the United States export laws or regulations.

10.4 Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

10.5 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

10.6 Subcontracts; Assignment. To the extent permitted by law, Goldsky may subcontract any services to be performed under this Agreement without Customer’s consent and without providing notice. Subject to the foregoing, neither party will assign, subcontract, delegate, or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining the prior written consent of the other party, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void; provided, however, that either party may assign this Agreement in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without any consent of the other party. The terms of this Agreement will be binding upon the parties and their respective successors and permitted assigns.

10.7 Compliance with Law. Customer will always comply with all international and domestic laws, ordinances, regulations, and statutes that are applicable to its purchase and use of the Services.

10.8 Force Majeure. Any delay in the performance of any duties or obligations of either party (except the payment of Fees owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible.

10.9 Independent Contractors. Customer’s relationship to Goldsky is that of an independent contractor, and neither party is an agent or partner of the other. Customer will not have, and will not represent to any third party that it has, any authority to act on behalf of Goldsky.

10.10 Notices. All notices given under this Agreement shall be in writing and shall be deemed given upon receipt. Where Goldsky requires that Customer provide an e-mail address, Customer is responsible for providing Goldsky with Customer’s most current e-mail address. In the event that the last e-mail address provided by Customer to Goldsky is not valid, or for any reason Goldsky is not capable of delivering to Customer any notices required/ permitted by the Agreement, Goldsky’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Goldsky at the following address: 9450 SW Gemini Dr, PMB 68694 Beaverton, Oregon 97008, Attn: NOTICE, or [email protected] Such notice shall be deemed given when received by Goldsky by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address, or by electronic mail.

10.11 Publicity. Customer authorizes Goldsky to use Customer’s name, logo, and/or trademark in connection with promotional, marketing, sales, financial and public relations activities only. If requested by Goldsky, Customer shall cooperate with Goldsky in marketing-related activities, which may include a press release, case study, testimonial, or customer reference (collectively, the “Testimonials”). If Customer provides any written or recorded Testimonials to Goldsky, Customer hereby authorizes Goldsky to reproduce, publish, distribute and/or translate such Testimonials for marketing purposes (i) on websites or social media channels operated by Goldsky and/or (ii) in commercial presentations or events.

10.12 Entire Agreement. This Agreement is the final, complete, and exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the parties with respect to such subject matters. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by an authorized signatory of Customer and the Goldsky.