Terms Of Service

These terms of service (these "terms") govern subscription to and use of DeBank Cloud 's services. if you receive a free trial of DeBank Cloud's services, the applicable provisions of these terms will also govern that free trial. by accessing or using DeBank Cloud's websites and services, you accept or agree to these terms. if you are entering into or accepting these terms on behalf of a legal entity, you represent and warrant that you have the right, authority and capacity to bind such entity and its affiliates to these terms, in which case, the term "subscriber" shall refer to such entity and its affiliates. if you do not have such authority, or if you do not agree to be bound by all of the provisions of these terms, do not access or use DeBank Cloud's services.

LAST UPDATED: 25-OCT-2022 EFFECTIVE DATE: 25-OCT-2022

1.Agreement

These Terms of Service (these "Terms") are made by and between the party on whose behalf they are accepted ("Subscriber") and DeBank Cloud and are effective as of the date they are accepted by Subscriber. "DeBank Cloud" or "DeBank" means DeBank Global Pte. Ltd., a company organized under the laws of Singapore. The complete subscription agreement including these Terms (the "Agreement") is made for the purpose of granting Subscriber a limited subscription to use DeBank Cloud's services, the “Services” refer to any services that we may make available to you.We hereby emphasize that our services include but not only limited to any application programming interface (“API”), daily snapshot for all DeFi users' portfolios from all protocols, **** tools to enhance dapp security for you and your users, help you precisely reach all Web3 users you want and boost your marketing efficiency.

2.Free Trial

2.1 If Subscriber receives DeBank Cloud's free trial ("Trial Account") for one or more Services, DeBank Cloud will make such Services available to Subscriber on a trial basis for free until the earlier of (a) fourteen (14) days (the "Evaluation Period"), (b) the start of any paid subscription for such Services, or (c) termination by DeBank Cloud at its sole discretion. If, at the end of the Evaluation Period, Subscriber does not sign up for a paid subscription of the Services, the Agreement will automatically terminate unless DeBank Cloud agrees, in its sole discretion, to extend the Evaluation Period. Additional terms and conditions may appear on the registration website for a Trial Account and any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.

2.2 All trial accounts are provided "as is" and "as available" without any warranty of any kind. Trial accounts may be suspended, terminated, or discontinued at any time and for any reason (or no reason). DeBank Cloud disclaims all obligation and liability under the agreement (including liability otherwise provided for any harm or damage arising out of or in connection with a trial account, including any obligation or liability with respect to subscriber data). Any configurations or subscriber data entered into a trial account, and any customizations made to a trial account by or for subscriber, may be permanently lost if the trial account is suspended, terminated, or discontinued.

3. DeBank Cloud's Obligations

3.1 Services.

DeBank Cloud will make the Services available to Subscriber according to Service Order. The Agreement includes each Service Order incorporating the Agreement.

3.2 Compliance with Laws.

DeBank Cloud will comply with all laws and governmental regulations applicable to the Services.

3.3 Security Measures.

DeBank Cloud will maintain administrative, physical, and technical safeguards for the security and integrity of the Services (the "Security Measures") consistent with industry standard practices. DeBank Cloud will store, process, transmit and disclose electronic data and configurations submitted to the Services.

4. Subscriber's Obligations

The obligations of subscribers include:

(a) Subscriber shall use the Services in accordance with the applicable Documentation;

(b) Subscriber shall be responsible for using commercially reasonable efforts to prevent unauthorized access to or use of the Services;

(d) Subscriber shall not use the Services to store, transmit for fraudulent purposes or in violation of applicable laws and governmental regulations;

(e) Subscriber shall not use the Services to store, transmit or display Malicious Code;

(f) Subscriber shall not interfere with or disrupt the integrity or performance of the Services or any third-party technology contained therein;

(g) Subscriber shall not attempt to gain unauthorized access to any of DeBank Cloud's data centers, systems or networks;

(h) Subscriber shall not permit direct or indirect access to or use the Services in a way that circumvents a usage or capacity limit of the Services or use the Services to access or use any of DeBank Cloud's intellectual property except as permitted under the Agreement;

(i) Subscriber shall not alter, remove or obscure any copyright, trademark or other proprietary notices or confidentiality legend on the Services;

(j) Subscriber shall obtain and maintain appropriate equipment and ancillary services needed to connect to, access or otherwise use the Services, including modems, hardware, servers, software, operating systems and internet access;

(k) Subscriber obtain and maintain any required consents necessary to permit the processing of Subscriber Data by DeBank Cloud under the Agreement;

(l) **** Subscriber obtain and maintain any consents necessary to permit the processing by DeBank Cloud of the personal information of Subscriber's personnel that serve as Subscriber's designated contact for purposes of the Services and the Agreement.

(m) Subscriber shall not resell or share your account and data with other entities.

5. Term and Termination

5.1 Term

These Terms are effective during the term of any Service Order that incorporates the Agreement.

5.2 Termination for Convenience

DeBank Cloud reserves the right to terminate this Agreement at its sole discretion without liability and an Email notice will be sent to the Subscriber at least two weeks in advance before the termination.Moreover, DeBank Cloud reserves the right to take off some or all of the services according to its own business development without liability, and an Email notice will be sent to the "affected Subscribers" at least two weeks in advance. The "affected Subscribers"' scope will be evaluated by DeBank Cloud based on Subscribes' usage of the services and other factors. DeBank Cloud reserves the right for final interpretation.

6. Beta Services

From time to time, DeBank Cloud may offer services identified as beta, pilot, developer preview, no/n-production, evaluation or by a description of similar import ("Beta Services"). Subscriber may accept or decline Beta Services. If accepted by Subscriber, Beta Services: (a) are provided only for evaluation purposes; (b) may not be relied on by Subscriber for production use; (c) may not be supported; and (d) may be subject to additional terms. Unless otherwise stated, any Beta Services trial period will expire on the date that a version of the Beta Services becomes generally available or is discontinued. DeBank Cloud may discontinue Beta Services at any time in its sole discretion and may never make Beta Services generally available.All beta services are provided "as is" and "as available" without any warranty of any kind. beta services may be terminated at any time. DeBank Cloud disclaims all obligation and liability under the agreement for any harm or damage arising out of or in connection with a beta service, including any obligation or liability with respect to subscriber data. any configurations or subscriber data entered into beta services, and any customizations made to beta services by or for subscriber, may be permanently lost if the beta services are suspended, terminated, or discontinued.

7. Fees and Payment

The fees paid by subscribers are (a) based on Services purchased instead of the actual usage; (b) can't be cancelled; and (c) cannot be decreased during the specified term. Fees paid are not refundable

In no event will a party have any liability to any other party for any lost profits, lost opportunities, or indirect, special, incidental, consequential, cover, or punitive damages, whether an action is in contract or tort and regardless of the theory of liability, even if a party has been advised of the possibility of these types of damages or a party's remedy otherwise fails of its essential purpose. The foregoing disclaimer will not apply to the extent prohibited by law.

9. Disclamer of Warranties

The developed software and developer data are provided "as is" and developer makes no representations or warranties of any kind whatsoever, express or implied, in connection with this agreement, the developed software or the developer data. without limiting the foregoing, developer disclaims any warranty that use of the developed software will be error free or uninterrupted; that the developed software or developer data will be free from bugs, viruses, other malicious code, errors or program limitations; or that all errors will be corrected. developer further disclaims any and all warranties with respect to the developed software as to merchantability, accuracy of any information provided, fitness for a particular purpose, or non-infringement. developer 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 developer or elsewhere shall create any warranty not expressly stated in this agreement.

10. Indemnification

In no event shall either party’s aggregate liability arising out of or related to this agreement, whether arising out of or related to breach of contract, tort (including negligence), or otherwise, exceed the aggregate amounts paid or payable to the service provider pursuant to this agreement for the preceding three months.

11. Governing Law

This Agreement will be governed by, interpreted, and enforced in accordance with the laws of Singapore. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The tribunal shall consist of one arbitrator. The language of the arbitration shall be English.

12. Publicity

Subscriber consents to DeBank Cloud's use of Subscriber's name and logo and general description of Subscriber's relationship with DeBank Cloud in press releases and other marketing materials and appearances. Subscriber further permits DeBank Cloud to use it as a reference account for marketing purposes and agrees, from time to time, to support DeBank Cloud by participating in reference phone call(s) and other marketing events including with press, analysts, and DeBank Cloud's existing or potential investors or customers upon reasonable request by DeBank Cloud.

13. Force Majeure

Except for payment obligations under the Agreement, neither party will be liable for failure to perform or inadequate performance to the extent caused by a condition that was beyond the party's reasonable control, including, for example, an act of God, natural disaster, act of war or terrorism, riot or civil arrest, labor conditions, governmental action, disruption of telecommunications, failure or delay of internet services providers or internet disturbance, disruption of power or other essential services.

14. Entire Agreement

The Agreement supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. In the event of any conflict or inconsistency among the following, the order of precedence shall be: (i) the applicable Service Order, (ii) the Agreement (iii) the Documentation. DeBank Cloud and Subscriber each represent that it has validly entered into or accepted the Agreement and has the legal power to do so. DeBank Cloud may modify these Terms from time to time. Any and all changes to these Terms will be posted athttps://docs.open.debank.com/en/reference/term-of-service and the Terms will indicate the date they were last updated and their effective date. The changes will become effective seven days after posting and Subscriber may terminate the Agreement without penalty upon notice to DeBank Cloud within seven days of the effective date of the revised Terms. Subscriber is deemed to accept and agree to be bound by any changes to the Agreement when Subscriber uses the Service after the effective date of those changes. Notwithstanding the foregoing, in the event that the parties enter into, or have entered into a separate formal written subscript agreement, the terms of that agreement shall control over the terms of the Agreement unless the parties expressly agree to supersede such agreement with this Agreement. Any term or condition stated in a Subscriber purchase order or other Subscriber order documents (excluding Service Orders) is void. No failure or delay by either party in exercising any right under the Agreement will constitute a waiver of that right. If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of the Agreement will remain in effect. In this Agreement, all reference to "including" means "including but not limited to".

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