Terms and conditions for Taurus-EXPLORER
These Terms and Conditions between Taurus SA (“Taurus”) and the Client (hereafter the “Agreement") govern the execution and receipt of the Taurus-EXPLORER Service (the “Service”) provided by Taurus to the Client. Other product or service-specific agreements and other special regulations for staking transactions are reserved.
2. Description of the service
The Service is a blockchain node connectivity service operated by Taurus according to the service description in Exhibit A. Taurus agrees to grant the Client access to the Service pursuant to the terms and conditions set forth in this Agreement and the Client agrees to use the Service only in strict conformity with such terms and conditions and additional terms and conditions set in the Order Form.
3. Availability of the service
Taurus will provide the Client with all information necessary to use the Service. The Client acknowledges that Taurus is making the Service available through the Internet or through other means mutually acceptable to the Client and Taurus and that access to the Internet and the Service is dependent on numerous factors, technologies and systems, all of which are beyond the authority and control of Taurus. The Client acknowledges and agrees that Taurus shall not be liable or responsible for any inability of the Client to access the Service due to blockchain and/or computer network issues (see also art. 11). Taurus will strive to provide the Service or repair any fault under its full control, as the case may be, in an appropriate and generally accepted manner using the resources available during Swiss banking hours and days. The Client acknowledges and agrees that Taurus may employ, delegate, engage, associate or contract with one or more affiliates, agents or service providers as Taurus may deem necessary or desirable to assist it in providing the Service or discharging its other obligations under this Agreement; provided, however, that Taurus shall be as responsible to the Client for the acts and omissions of any such affiliates, agents or service providers as it is for its own acts and omissions under this Agreement.
4. Access to the service; Restrictions on use
a. Access to the service
Access and use of the Service is limited to the Client only. The Client shall not permit any other entity or person to use the Service and the Client shall immediately notify Taurus of any unauthorised use of the Service. For the avoidance of doubt, mother, sister, and daughter company(ies) of the Client would need to enter each in a separate agreement.
b. Certain restrictions on use
The Client is solely responsible for all information and the usage that it makes available via the Service. The Client agrees that it shall not use the Service (i) in a manner that negatively affects other users or interferes with or disrupts the Service or that could otherwise bring the Service into disrepute; (ii) in any manner that intentionally or unintentionally violates any applicable law or regulation.
5. Term; Termination
a. Term; Termination upon written notice
This Agreement starts on the start date with the Service activated for all the blockchain protocols selected by the Client in the Order Form. The minimum service duration for a given blockchain protocol is one (1) year. Then, either party hereto may terminate the Service for a given blockchain protocol at any time upon at least three (3) months prior written notice to the other party. The Client can elect to activate the Service for a new blockchain protocol at any time upon at least one (1) week prior notice to Taurus. Notwithstanding the foregoing, either party also may terminate this Agreement at any time effective immediately upon written notice to the other party if: (i) the other party becomes insolvent; (ii) the other party becomes the subject of a petition in bankruptcy; (iii) the other party makes an assignment for the benefit of creditors; or (iv) the other party materially breaches its obligations under this Agreement and fails to cure such breach within twenty (20) working days of written notice thereof. Each party hereby agrees that it shall promptly notify the other party in writing if any of the events specified in the preceding sentence occurs with respect to it.
b. Immediate termination or suspension
Taurus may, at any time and without delivery of prior written notice to the Client, terminate or suspend this Agreement, in whole or in part, immediately if Taurus learns, or believes in its sole judgment, that (i) the Service has been or may be used by the Client for any illegal or unlawful purpose or in a manner that breaches any applicable law or regulation; (ii) the Client is acting or has acted in a manner that threatens or may threaten the fair and orderly use of the Service; or (iii) the Client permits other entities than itself to use the service in violation of art. 3a.
c. Effect of termination
Upon termination, the Client shall (i) cease to use of the Service and destroy all authenticators then in possession or control of the Client; and (ii) pay to Taurus all fees and expenses outstanding through the termination date. Further, the termination of this Agreement, for any reason, shall not affect the entitlement of Taurus to any fees and expenses due. All representations, warranties, and covenants made in or pursuant to this Agreement will survive the termination of this Agreement.
6. Fees; Payment
The Client agrees to pay Taurus for use of the Service all fees set forth on the Order Form attached. Fees are charged quarterly in advance. All fees are due and payable in Swiss Francs within thirty (30) calendar days after the invoice date.
The Client will pay on top any value added taxes (VAT), any tax in the nature of a withholding tax and any duties payable in respect of the fees due hereunder or otherwise arising in respect of this Agreement. Taurus may increase fees at any time. The Client will be notified three (3) months in advance of the intention by Taurus to increase such fees.
7. Proprietary information
The Client acknowledges and agrees that Taurus owns and shall retain all right, title and interest in and to the Service, all components thereof, including without limitation all related applications, all application programming interfaces, user interface designs, software and source code and any and all intellectual property rights therein, including, without limitation all registered or unregistered (a) copyright, (b) trade mark, (c) service mark, (d) trade secret, (e) trade name, (f) data or database rights, (g) design rights, (h) moral rights, (i) inventions, whether or not capable of protection by patent or registration, (j) rights in commercial information or technical information, including know-how, research and development data and manufacturing methods, (k) patent and (l) other intellectual property and ownership rights, including applications for the grant of any of the same, in or to the Service and all other related proprietary rights of Taurus (together, with any and all enhancements, corrections, bug fixes, updates and other modifications to any of the foregoing and any and all data or information of any kind transmitted by means of any of the foregoing, the “Proprietary Information”). The Client further acknowledges and agrees that the Proprietary Information is the exclusive, valuable and confidential property of Taurus. The Client acknowledges and agrees that it shall not reverse engineer, copy, bug fix, correct, update, transfer, reproduce, republish, broadcast, create derivative works based on or otherwise modify, in any manner, all or any part of the Service or the Proprietary Information. The Client further agrees to keep, the Proprietary Information confidential and not to transfer, rent, lease, loan, sell or distribute, directly or indirectly, all or any portion of the Service or any Proprietary Information to any third party without the prior written consent of Taurus.
8. Confidentiality; Use of data
All information provided under this Agreement by a party (the “Disclosing Party”) to the other party (the “Receiving Party”) regarding the Disclosing Party’s business and operations, including without limitation the terms of this Agreement, shall be treated as confidential (“Confidential Information”). All confidential information provided under this Agreement by Disclosing Party shall be used, including disclosure to third parties, by the Receiving Party or its agents or service providers, solely for the purpose of performing or receiving the Service and discharging the Receiving Party’s other obligations under this Agreement or managing the business of the Receiving Party and its affiliates, including financial and operational management and reporting, risk management, legal and regulatory compliance and client service management. However, information is not confidential to the extent (i) it is or becomes publicly available other than through a breach of this Agreement, (ii) it is independently derived by the Receiving Party without the use of any information provided by the Disclosing Party in connection with this Agreement, (iii) it is disclosed to comply with any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, (iv) it is disclosed as required by operation of law or regulation, or (v) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld.
b. Use of data
Taurus may collect and store information regarding the Client and share it with its affiliates, agents and service providers in order to: (i) provide the Service; and (ii) manage Taurus’ business, including, but not limited to, client on-boarding, financial and operational management and reporting, risk management, legal and regulatory compliance and client service management. Taurus shall require any affiliate, agent or service provider to which it has disclosed Data pursuant to this section to comply with the Agreement’s confidentiality and Swiss data-protection obligations.
9. Mutual representation and warranties
Each party represents and warrants to the other party: (a) it is duly organized and validly existing under the laws of the jurisdiction in which it was formed or incorporated; (b) it has full power and authority to enter into and perform its obligations hereunder; and (c) this Agreement has been duly authorized, executed and delivered on its behalf by persons empowered to do so.
10. Limited warranty of Taurus
TAURUS REPRESENTS AND WARRANTS TO THE CLIENT THAT IT SHALL USE COMMERCIALLY REASONABLE EFFORTS TO PROVIDE THE SERVICE WITHOUT INTRODUCING ERRORS OR OTHERWISE CORRUPTING ANY DATA SUBMITTED BY THE CLIENT. THE CLIENT ACKNOWLEDGES AND AGREES THAT EXCEPT AS SET FORTH IN THE PREVIOUS SENTENCE, THE SERVICE, INCLUDING, WITHOUT LIMITATION, THE BLOCKCHAIN DATA AND THE INFORMATION CONTAINED THEREIN, ARE PROVIDED ON AN “AS IS" AND “AS AVAILABLE” BASIS WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TAURUS MAKES NO REPRESENTATION OR WARRANTY THAT THE SERVICE WILL COMPLY WITH ANY OBLIGATIONS THAT CLIENT MAY HAVE UNDER ANY APPLICABLE LAWS, RULES, REGULATIONS, OR SIMILAR OBLIGATIONS AND TAURUS SHALL NOT HAVE ANY LIABILITY OR BE RESPONSIBLE FOR ANY DAMAGES, LIABILITIES, LOSSES, COSTS, OUT-OF-POCKET COSTS OR EXPENSES (INCLUDING ATTORNEYS’ FEES), WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE OF ANY KIND ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THE CLIENT’S COMPLIANCE WITH ANY OBLIGATIONS UNDER ANY APPLICABLE LAWS, RULES, REGULATIONS, OR SIMILAR OBLIGATIONS. WITHOUT LIMITING THE FOREGOING, TAURUS DOES NOT REPRESENT OR WARRANT THAT (I) THE SERVICE WILL BE ERROR FREE, UNINTERRUPTED OR AVAILABLE AT ALL TIMES; (II) THAT THE SERVICE WILL REMAIN COMPATIBLE WITH, OR OPERATE WITHOUT INTERRUPTION ON, ANY EQUIPMENT PROVIDED BY CLIENT. (III) CLIENT ACKNOWLEDGES AND AGREES THAT TECHNICAL PROBLEMS MAY PREVENT TAURUS FROM PROVIDING ALL OR ANY PART OF THE SERVICE AND (IV) EXCEPT AS SET FORTH IN THE FIRST SENTENCE OF THIS SECTION, TAURUS MAKES NO WARRANTIES AND THE CLIENT RECEIVES NO WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING OR RELATING TO THE SERVICE AND TAURUS HEREBY SPECIFICALLY DISCLAIMS, OVERRIDES AND EXCLUDES. TO THE FULLEST EXTENT PERMITTED BY LAW, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND ALL OTHER WARRANTIES, CONDITIONS, OTHER CONTRACTUAL TERMS, REPRESENTATIONS, INDEMNITIES AND GUARANTEES WITH RESPECT TO THE SERVICE, WHETHER EXPRESS, IMPLIED OR STATUTORY, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS BY TAURUS OR ANY OF ITS AGENTS OR AFFILIATES OR OTHERWISE (INCLUDING BUT NOT LIMITED TO, AS TO TITLE, SATISFACTORY QUALITY, ACCURACY, COMPLETENESS, UNINTERRUPTED USE, NONINFRINGEMENT, TIMELINESS, TRUTHFULNESS, SEQUENCE AND ANY IMPLIED WARRANTIES, CONDITIONS AND OTHER CONTRACTUAL TERMS ARISING FROM TRANSACTION USAGE, COURSE OF DEALING OR COURSE OF PERFORMANCE).
11. Warranty for third-party products
Taurus will not be held liable for any Defects of the source codes and software which are integral part of the Taurus-EXPLORER Software, but are not proprietary to Taurus, such as the open source codes of the blockchain nodes.
12. Warranty for blockchain
Taurus shall not be held liable for any and all damages caused by the blockchain protocols underlying the Taurus-EXPLORER and for any cause including, but not limited to forks, network congestions, bugs, actions whatsoever of any kinds in any jurisdictions, actions for breach of contract or tort, provided that Taurus did not act with intent or gross negligence. In particular, Taurus shall not be liable for any indirect, incidental, special, exemplary or consequential damages, including for loss of profits, goodwill or data loss, arising out of all blockchain protocols underlying the Taurus-EXPLORER service.
a. By Taurus
Taurus will indemnify, defend and hold harmless the Client from and against any and all damages, liabilities, losses, costs and reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) to the extent arising out of any claim, action or allegation brought under the laws of Switzerland by any third party that the use of the Service by the Client violates the copyright, patent or other intellectual property rights of such third party. The obligation of Taurus to provide such indemnity will not apply to the extent that (i) any software or hardware supplied to the Client in respect of the Service is modified by persons or entities other than Taurus and the alleged violation relates to such modification, (ii) any such software or hardware is combined with other products, processes or materials not supplied or recommended by Taurus, where such alleged violation would not have arisen but for such combination, (iii) any such software or hardware is modified by Taurus in compliance with the directions of the Client and the alleged violation relates to such modification, (iv) the Client continues to use such software or hardware after Taurus has made available a non-infringing alternative to the Client or (v) such damages, liabilities, losses, costs or expenses arise as a result of the fraud or wilful misconduct of the Client.
b. By the Client
The Client will indemnify, defend and hold Taurus, and each of its officers, directors, employees and agents, harmless from and against any and all damages, liabilities, losses, costs and reasonable out-of-pocket costs and expenses (including, but not limited to, reasonable attorneys' fees) to the extent arising out of any claim, action or allegation brought under the laws of Switzerland by any third party relating to, resulting from, in connection with or arising out of (i) any breach of this Agreement by the Client, (ii) the use of the Service by the Client, (iii) any failure on the part of the Client to comply with any applicable law, rule and regulation, including holding, maintaining and complying with the necessary licenses, recognitions, registrations, authorizations, exemptions and memberships necessary for the conduct of its business and with respect to the use of the Service, except, in each case, to the extent that such damages, liabilities, losses, costs and expenses are incurred as a result of the fraud or wilful misconduct of Taurus.
c. Obligations; Control of defense
Any party that seeks indemnity must (i) not be in breach of this Agreement, (ii) give prompt notice to the other party of any such claims, actions or allegations against it, (iii) allow the other party to take control of the defense and settlement thereof at the sole expense of the other party and (iv) not agree to any settlement without the prior written consent of the other party.
14. Limitations of liability
The Client acknowledges and agrees that Taurus shall not have any liability in or be responsible for any damages, liabilities, losses, costs, out of pocket costs or expenses (including attorneys' fees), whether direct, indirect, special, incidental, consequential, punitive or otherwise of any kind (including, without limitation, any loss of revenue, loss of actual or anticipated profits, loss of contracts, loss of the use of money, loss of anticipated savings, loss of business, loss of opportunity, loss of goodwill, loss of reputation or loss of, damage to or corruption of data), in each case arising under or related to claims of breach of contract, tort, including negligence, strict liability, negligent misrepresentation, restitution, breach of statutory duty or any other cause of action whatsoever with respect to this Agreement, the Service, or any other matters or services contemplated hereby. Notwithstanding anything to the contrary herein and without limiting the foregoing, the Client acknowledges and agrees, that Taurus shall not be liable in any manner to the Client for (i) the failure of any Transaction or Transfer through the Service to perform its settlement or other obligations under such Transaction or (ii) the failure of the Service to deliver, display or transmit orders, messages or other data entered into the Service by the Client. As a consequence, Taurus shall not be held liable for: any loss or theft of digital assets including, but not limited to private keys; transaction errors done by the Client; late execution or settlement of any transaction whatsoever, in particular if Taurus-EXPLORER is down or if the blockchain is down or congested; the incorrect booking of transactions or the presence of an error in ordering the booking of transactions in a blockchain; any security breach or weakness, bug, of any kind for a digital asset; any security breach or weakness, bug, of any kind in the technology stacks used including but not limited to programming languages and open-source libraries; any configuration or installation errors by the Client.
Any notice required or permitted to be given in connection with this Agreement will be deemed to be delivered if it is personally delivered or sent by certified or registered mail or overnight courier, postage prepaid with return receipt requested, and addressed to the relevant party thereto at the address specified on the signature pages hereto or at such other address as such party may specify to the other party in writing from time to time.
Except as otherwise provided below, neither party may assign, transfer or otherwise dispose of this Agreement or any rights or obligations hereunder without the prior written consent of the other party. Notwithstanding the foregoing, (a) Taurus may assign or transfer this Agreement or any rights or obligations hereunder to any affiliate of Taurus without the prior written consent of the Client and (b) either party shall have the right to assign or transfer this Agreement in connection with the merger or acquisition of such party or the sale of all or substantially all of its assets, without such consent. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their respective successors and permitted assigns.
17. Electronic signature consent
The Client and Taurus agree to use electronic records and signatures. The Client and Taurus expressly agree that any contracts and any transaction documents between both parties may be validly concluded by means of any electronic signature process (even not qualified within the meaning of Swiss law) (such as DocuSign, HelloSign, Adobe Sign or other similar electronic signature process) then stored in electronic form exclusively.
18. Governing Law; Jurisdiction
This Agreement will be governed by and construed in accordance with the laws of Switzerland. The parties agree to submit to the exclusive jurisdiction of the state and federal courts located in Geneva, Switzerland, for the adjudication of any case or controversy arising under this Agreement and the parties hereby waive their right to a trial by jury in any such litigation.
Any modification, amendment or waiver to this Agreement shall not be effective unless in writing and signed by the parties hereto. No failure or delay by either party in exercising any right, power or remedy hereunder shall operate as a waiver of such right, power or remedy. The section headings are inserted for convenience of reference only and in no way define or delimit any of the provisions set forth herein or otherwise affect construction of this Agreement.
20. Force majeure
Any delay in or failure of performance by either party under this Agreement will not be considered a breach and will be excused to the extent such delay in or failure is caused by any event beyond the reasonable control of such party, including, but not limited to, acts of God, acts of civil or military authorities, strikes or other labor disputes, fires, interruptions in telecommunications or Internet or network service providers, acts or omissions of a third party hardware or software supplier or a third party communications provider, power outages and governmental restrictions.
If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule of law or otherwise, the remainder of this Agreement will not be affected and to that extent the provisions of this Agreement will be deemed to be severable.
22. Entire agreement
This Agreement, together with all related exhibits and schedules, constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and supersedes all prior agreements, understandings, representations, and warranties, both written and oral, with respect to such subject matter.
22. No waiver
No failure on the part of any party to exercise, and no delay on its part in exercising, any right or remedy under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further or future exercise thereof or the exercise of any other right or remedy.
Exhibit A – Service description
The Taurus-EXPLORER service is a secure and enterprise-grade hosting service of blockchain nodes for digital assets.
The Taurus-EXPLORER service consists of blockchain nodes operated by Taurus as well as custom-developed software that allows to:
- Read the blockchain;
- Write to the blockchain;
- Broadcast transactions to the blockchain.
The Taurus-EXPLORER service includes:
- Taurus software layer development and maintenance to connect to blockchain protocols (mainnets)
- API connections
- Infrastructure to support Taurus enterprise-grade nodes (Virtual Machines + I/O databases)
- Maintenance and monitoring.