Terms of Service
Your use of our Services is governed by these Terms of Service (the “Terms”). The “Services” mean the services and products offered by OpenZeppelin to you in accordance with these Terms and which are available on the website at https://openzeppelin.com (and any of its sub-domains) or such other address as we may nominate from time to time (the "Website"). The Services may include the cloud-hosted security operations platform for blockchain applications called Defender (“Defender”), OpenZeppelin Security Services, OpenZeppelin Contracts, and the provision of any code, software, libraries, applications, programs, APIs, tools, features, documentation, support, audits, consulting, deliverables, reports, blog posts, forums, or other materials offered from time to time by OpenZeppelin.
1. Accepting these Terms
1.1. These Terms, together with any ordering document, online registration, or invoice (if applicable, an “Order”), constitute a legal and enforceable contract between Zeppelin Group Ltd, a company incorporated in England and Wales whose registered address is at 5 New Street Square, London EC4A 3TW (“OpenZeppelin”, “we”, “our” or “us”) and the entity or person placing an Order for or accessing or using the Services in any way (“you” or “your”). If you have multiple Orders, each Order forms a separate and independent agreement between you and OpenZeppelin incorporating these Terms.
1.2. To use any Services (including Free and Beta Services), you must first agree to the Terms. If you do not agree to the Terms, you are not authorised to access or use any Services. Please note that the dispute resolution section of these Terms includes a binding arbitration provision in Section 14.
1.3. If you are accepting these Terms on behalf of an entity (such as a company (e.g. your employer), a decentralised autonomous organisation, or other legal entity), you represent and warrant that you have full authority to bind the entity to these Terms. If the entity does not agree to or cannot comply with all of the Terms, or if you do not have authority to bind the entity, then do not agree to these Terms and the entity will be not authorised to access or use the Services.
1.4. You acknowledge and agree that you have accessed online and/or been provided a copy of these Terms and that you have read, understand and agree to be bound by these Terms in their entirety by: (a) accessing or using any Services; (b) clicking or tapping on a button indicating your acceptance; or (c) executing or making payment based on an Order that references these Terms (the first to occur, the “Effective Date”) and OpenZeppelin will treat any of the foregoing as acceptance of the Terms from that point onwards.
2. The Services
2.1. Defender. You may access and use Defender subject to payment of any applicable fees and the requirements of these Terms. If you sign-up for Defender, your subscription will include the features and quotas applicable to the tier selected (a “Subscription”) on the billing frequency that you select (a “Subscription Term”). Available subscription plans may change over time, but your Subscription will not be materially degraded mid-Subscription Term.
2.2. Support. If you have purchased a paid Subscription to Defender, OpenZeppelin will provide you support by email at email@example.com and will use reasonable efforts to respond to support requests during business hours and resolve such issues on a commercially reasonable basis, unless another support level is set out in your Order. You are also encouraged to visit our community forums for any support-related questions.
2.3. Security Services. OpenZeppelin may provide certain security services as described in, and subject to payment of the fees specified in, an Order (“Security Services”). Descriptions of OpenZeppelin's standard Security Services offerings are available on the Website.
2.4. Free or Beta Services. If you access or use any free, unpaid or trial Services or Services released as beta, pilot, limited release, non-production, evaluation or similar (“Free or Beta Services”), you acknowledge and agree that such Services are provided “as-is” without any representations, conditions, warranties, support, maintenance or other obligation of any kind including any of merchantability, quality, fitness for a particular purpose, or non-infringement. OpenZeppelin does not guarantee that the Free or Beta Services will be uninterrupted or error-free. Unless otherwise agreed in an Order, OpenZeppelin may terminate your access to, or use of, Free or Beta Services at any time.
2.5. Open-source Services. Certain of the Services are offered as, under, use, incorporate or link to open-source software and you acknowledge and agree that your use of such Services is subject to, and you will comply with, any applicable open-source licences that govern such open-source software (collectively, “Open-Source Licences”). Open-Source Licenses are generally included in a “LICENSE” or “README” file in open-source software, or in the related repository (e.g. on GitHub or GitLab) or on the Website. Without limiting the generality of the foregoing, you may not use, modify, sell, lease, lend, share, distribute or otherwise permit any third party to use the applicable open-source software in a manner that violates any applicable Open-Source Licences.
2.6. Service Provision. Subject to Section 2.4 and Section 2.5, OpenZeppelin warrants that the Services shall be performed with reasonable skill and care, and materially in accordance with any description made available on the Website or otherwise provided by OpenZeppelin. In the event the Services are found not to comply with this warranty, your sole and exclusive remedy shall be limited to the following: (a) for Defender, any credits due under the Service Level Agreement, and (b) for Security Services, re-performance of any Services so that they are compliant.
3. Billing, Payment and Renewal
3.1. Pricing. Unless specified in an Order, the pricing applicable to the Services is specified on the Website. If you upgrade to a higher tier of Defender, OpenZeppelin will credit any remaining balance from your previous Subscription payment to your new tier. OpenZeppelin reserves the right to modify pricing at any time. However, OpenZeppelin will notify you prior to any price increase affecting your Defender account and such modified pricing will not take effect until the next renewal of your Subscription. If you do not accept the pricing change, you may elect to not renew your Subscription in accordance with these Terms.
3.2. Due Dates. OpenZeppelin will bill you in advance for all Services, however OpenZeppelin may in its sole discretion permit you to exceed the quotas set out in your Subscription and in such case will bill you at current rates for any excess usage at the end of each calendar month and any such amounts will be due immediately. Except when required by applicable law, all fees are non-cancellable and once paid are non-refundable. Unless otherwise communicated to you, credit card, debit card, or other non-invoice forms of payment are due at the beginning of each Subscription Term. You authorise OpenZeppelin to charge your designated payment method for all Subscription and related fees when due. OpenZeppelin may authorise other forms of payment, which may be subject to additional terms. Payments for invoices are due ten (10) business days after the invoice date, unless otherwise specified, and are considered overdue thereafter.
3.3. Renewals. If you enter into a Subscription, you are enrolling in a recurring payment plan. Your Subscription will automatically renew at the end of each Subscription Term at your then-current tier for the same period of time (e.g., 12 months if you chose an annual plan), unless either party cancels the auto-renewal or otherwise terminates the Subscription at least 30 days before the end of the current Subscription Term.
3.4. Downgrade or Cancellation. You may downgrade or cancel your Subscription at any time. The cancellation or downgrade will take effect at the end of your current Subscription Term and you will continue to have access to all the features of your Subscription until the end of the current Subscription Term, unless you request closure of your account. OpenZeppelin does not provide any refunds or credits for partial or unused Subscription Terms. To cancel, you must log into your account and select the appropriate options on the account settings page (if available to you), or you can contact OpenZeppelin support.
3.5. Currency and Taxes. All amounts payable to OpenZeppelin will be paid in the currency set forth on the pricing page on the Website or in an applicable Order and are exclusive of any applicable sales, value-added or use taxes (such as GST or VAT). In the event that a party is required to collect, deduct or withhold any taxes from the amounts payable to OpenZeppelin, you will pay an additional amount, so that OpenZeppelin receives the amounts due to it hereunder in full, as if there were no assessment, withholding or deduction.
3.6. Billing Disputes. Billing disputes must be notified to OpenZeppelin in writing within 30 days from discovery of an error. Orders for which payment is not received within ten (10) business days following your receipt of the invoice or other bill will accrue a late charge at the rate of 4% per annum above the base lending rate of the Bank of England for the time being, except as prohibited by law. OpenZeppelin may, in its sole discretion, suspend any Services or withhold any Deliverables until any outstanding fees are paid in full.
4. Using the Services
4.1. Account Information. In order to use or access certain Services, you must successfully register an account with us. You retain administrative control over who is granted access to your account. Each account is controlled by account admin(s) tied to a specific email address. You and any collaborators or other users ("User(s)") that you add to your account may be required to provide registration information in order to register for and access certain Services. You agree to keep this information, including contact information (e.g. e-mail address) and billing/payment details, accurate and current. OpenZeppelin is entitled to rely on communications from the account owner or admins when servicing your account.
4.2. Responsibility for Account. You are responsible for all activities that occur relating to your access or use of the Services or that occur through your account, regardless of whether the activities are authorised by you or undertaken by you, any User, your affiliates, your employees, contractors, agents, collaborators or a third party and all references to “you”, “your”, or a “User’s” activities in these Terms include any such usage. The individual or entity entering into these Terms will remain responsible for any such acts or omissions.
4.3. Users. Subscriptions and any collaborator seats included in your Subscription are for specific individual Users and cannot be shared or used by more than one individual at a time. However, individual Users on your account may be reassigned to new Users, replacing individuals who no longer use the Services for any purpose (e.g. transferring a collaborator seat from a terminated employee to a new employee). You will: (a) if applicable, obtain from the Users on your account any consents necessary for OpenZeppelin to provide the Services; (b) maintain appropriate security standards with respect to use of the Services by all of your Users; and (c) in the event of any unauthorised access to or use of the Services, promptly notify OpenZeppelin at firstname.lastname@example.org.
4.4. Security. You are solely responsible for properly configuring and using the Services and otherwise taking appropriate action to secure, protect and backup your accounts and/or Service Inputs (as defined below) in a manner that will provide appropriate security and protection. This includes your obligation under these Terms to record and securely maintain any passwords or backup security phrases (e.g. “seed” phrases or API “secret keys”) that relate to your use of the Services. You acknowledge and agree that you will not share with OpenZeppelin any password or backup/seed phrase that you create to use the Services and that you are solely responsible for adopting security procedures to secure and recover your account or any Third-Party Services you use with the Services. OpenZeppelin is not responsible for unauthorised access to your account perpetrated by third parties, including any access that occurs as a result of fraud, phishing, or other unauthorised activity (except to the extent we are found at fault).
4.5. Your Responsibilities. You are responsible for: (a) access to and use of the Services by you and any Users on your account and their respective compliance with these Terms; (b) the secure transmission of Service Inputs to the Services; (c) the legality, reliability, integrity, accuracy and quality of Service Inputs, any conclusions drawn or actions taken therefrom, and the means by which you or the Users acquired the Service Inputs, so that OpenZeppelin and its service providers may lawfully use, process, and transfer Service Inputs in accordance with these Terms; (d) backing-up your systems, operations, and Service Inputs outside of the Services; and (e) using appropriate methods and technologies to prevent the introduction of vulnerabilities, viruses, malware, Trojan horses, worms, spyware or other destructive code into the Services.
4.6. Use Restrictions. As a condition of use of the Services, you will not and will ensure that each User does not use the Services in any way: (a) to licence, sublicence, sell, resell, rent, lease, transfer, distribute, provide access, or otherwise commercially exploit, or make the Services available to any third-party, except as expressly authorised by these Terms; (b) to remove or modify any proprietary markings or restrictive legends in the Services; (c) to infringe or misappropriate any OpenZeppelin intellectual property; (d) that is or that a person would reasonably believe to be unlawful, illegal, fraudulent, tortious, threatening, deceptive, or prohibited by these Terms or other applicable terms and conditions; (e) that violates the legal rights of OpenZeppelin or others; (f) that could reasonably interfere with any other party’s use and enjoyment of the Services; (g) to probe, scan, or test the vulnerability of Defender; (h) that could reasonably interrupt, interfere with, destroy or limit the security, integrity, functionality, or operation of the Services or any related computer software or hardware, application, blockchain, or telecommunications equipment in any way; (i) that circumvents a usage or capacity limit of the Services, including any unauthorised use of or access to Defender or any of OpenZeppelin’s intellectual property, data centers, systems or networks; (j) to multiplex usage across different accounts on the Services; (k) to copy, modify, translate, adapt, merge, or create derivative works of the Services or reverse engineer, decompile, translate, disassemble or otherwise attempt to extract any or all of the source code of the Services (except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties); (l) to develop a competitive product or service (collectively, the “Use Restrictions”).
4.7. International Trade Laws. The Services may be accessed from countries around the world and may contain references to Services and content that are not available in your country. OpenZeppelin makes no representations that the Services are appropriate or available for use in all locations. Your use of the Services is subject to international export controls and economic sanctions requirements. By accessing or using the Services, you agree that you will comply with those requirements. You are not permitted to access or use any of the Services if you are in, under the control of, or a resident of Cuba, Iran, North Korea, Sudan, or Syria or any other country subject to HM Treasury’s financial sanctions regimes, UN sanctions, the European Union or United States embargo, or if you are a person on the economic sanctions lists as published from time to time by applicable authorities (including, but not limited to the Office of Financial Sanctions Implementation (part of HM Treasury), the U.S. Commerce Department’s Denied Persons List, Unverified List, or Entity List, or the EU financial sanctions regime). You acknowledge and agree that you may not use the Services if you are a person barred from using the Services under the laws the country in which you are resident or from which you use the Services. Those who access or use the Services or content agree to do so at their own volition and acknowledge they are responsible for compliance with applicable law.
4.8. Protected Information. OpenZeppelin uses your personal data as described in its Data Privacy Notice. The Services can interact with Protocols (as defined below) and therefore were not designed or intended to process or manage any Protected Information. For the purposes of this section, “Protected Information” means personal information that is subject to specific regulations or laws that impose increased protections and/or obligations with respect to handling that type of information (e.g. GDPR). You represent and warrant that you will obtain and maintain any required consents necessary to permit the processing of any Personal Information under these Terms. OpenZeppelin will not be responsible for any liability associated with Protected Information created, stored, shared or processed by you using the Services.
5.1. Confidential Information. In connection with these Terms, either party (as the "Discloser") on behalf of itself and its affiliates may disclose or make available to the other party (as the "Receiver"), non-public information of Discloser that is known as such or would reasonably be assumed to be confidential given its nature or the circumstances of disclosure ("Confidential Information").
5.2. Permitted Use. The Receiver must only use the Confidential Information for the purpose contemplated by these Terms and will not disclose Confidential Information, except to Receiver’s officers, directors, agents, affiliated companies, employees, consultants, contractors and professional advisors who need to know the Confidential Information for such purpose and have agreed to keep it confidential and protect it to the same extent that Receiver protects its own Confidential Information, but in no event will it use less than a reasonable degree of care.
5.3. Permitted Disclosures. Nothing in this Section 5 prevents the Receiver from disclosing any Confidential Information if necessary pursuant to the lawful requirement of any governmental agency or by any subpoena, summons, order or other judicial process, on the condition that promptly on receipt of any order compelling that disclosure, to the extent legally permissible, the Receiver notifies the Discloser in writing of that requirement to disclose and cooperates with the Discloser’s lawful efforts to resist, limit or delay disclosure, if the Discloser chooses to do so. Confidential Information remains confidential regardless of those orders or requirements of disclosure, and the Receiving Party’s obligations with respect to Confidential Information will not be altered by virtue of such disclosures.
5.4. Exceptions. Confidential Information does not include any information that is: (a) in the public domain not by breach of this Section 5; (b) already known by Receiver at the time of disclosure; (c) lawfully obtained by the Receiver from a third party other than through a breach of confidence; (d) independently developed by Receiver; or (e) authorised by Discloser in writing to be disclosed by Receiver.
5.5. Duration. Termination of this agreement will not affect the parties' obligations in relation to Confidential Information, which will continue until the information no longer constitutes Confidential Information of the Disclosing Party. For Confidential Information that is a trade secret, the confidentiality obligations will remain in place as long as the applicable information retains its status as a trade secret. Upon the Disclosing Party’s request, the Receiving Party must take reasonable steps to destroy or erase any Confidential Information it holds, except the Receiving Party may retain copies of Confidential Information: (a) that are securely stored in archival or computer back-up systems; (b) to meet legal or regulatory obligations; or (c) in accordance with bona fide record retention policies.
6. Proprietary Rights
6.1. OpenZeppelin Ownership. OpenZeppelin or its licensors exclusively own all right, title and interest in and to the Services, Service Outputs and System Data (as defined below) and OpenZeppelin’s Confidential Information. Subject to the limited rights expressly granted under these Terms, OpenZeppelin and OpenZeppelin's licensors reserve all right, title, and interest in and to the Services, including all related intellectual property rights. No rights are granted to you except as expressly set forth in these Terms. “System Data'' means data generated by Defender or created by OpenZeppelin in performing the Services that may include logs, statistics or reports regarding the performance, availability, usage, integrity or security of Service Inputs or Defender. You agree that OpenZeppelin has the right to aggregate, collect and analyse Service Inputs and System Data and other information relating to the performance of the Services and will be free (during and after the term hereof) to use Service Inputs and System Data: (a) to improve OpenZeppelin’s products and services; or (b) solely in an aggregated and anonymised format that does not identify you or any individual.
6.2. Service Inputs. You or your licensors own any data, information, code, materials and other content (including any intellectual property rights therein) which you (or someone acting on your behalf) provides, uploads to or is transmitted through the Services ("Service Inputs"). You permit OpenZeppelin to access and use the Service Inputs for the purposes contemplated by these Terms. You are responsible for all Service Inputs and you represent and warrant that you have all necessary rights to the Service Inputs and that they will comply with these Terms.
6.3. Service Outputs. The Services may generate or provide certain information, reports or data, including outputs based on Service Inputs ("Service Outputs"). OpenZeppelin owns the Service Outputs (including any intellectual property rights therein), but excluding any Service Inputs which may have been incorporated. OpenZeppelin allows you to use the Service Outputs for the purposes of your business on a perpetual basis.
6.4. User Feedback. You may provide suggestions for enhancements or improvements, new features or functionality or other feedback with respect to the Services (“Feedback”). OpenZeppelin will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality. OpenZeppelin will have the full, unencumbered right, without any obligation to compensate or reimburse you, to use, incorporate and otherwise fully exercise and exploit any Feedback.
6.5. Publicity. OpenZeppelin may use your name and logo to identify you as a user and highlight such use details in public marketing materials. You may use OpenZeppelin’s name and logo, subject to our Brand Guidelines to accurately describe your use of the Services in accordance with these Terms, provided that you will not misrepresent or embellish the relationship between us. Either party shall immediately cease use of the other party’s name and logo upon receipt of a written request from such party.
7. Third-Party Services
7.2. Customer Contractors. For the purposes of these Terms, “Customer Contractor” means any individual or entity authorised by you to have access to or use of the Services on your behalf (e.g. to provide an audit). Customer Contractors are subject to these Terms while they are using the Services. “Customer Contractor Services” means products, services or content developed or provided by Customer Contractors, including, but not limited to, audit services, implementation services, managed services, training, technical support, or other consulting services provided through, related to, or in conjunction with, the Services. You represent and warrant to OpenZeppelin that you will have a separate contractual agreement with any Customer Contractor that provides you Customer Contractor Services (in addition to the Customer Contractor being bound by these Terms). OpenZeppelin is not the provider of Customer Contractor Services and you acknowledge and agree that we have no liability whatsoever for the provision or non-provision of any Customer Contractor Services.
7.3. Authorisation. You may authorise OpenZeppelin to give your Customer Contractors the rights and privileges to the Services (including the Service Inputs and Service Outputs) necessary to enable and provide for your use and receipt of the Customer Contractor Services. If at any time you revoke this authorisation, to the extent the Services provide the option for you to limit the Customer Contractor’s access and use, then you are responsible for taking the actions necessary to revoke such access and use. In the event you require OpenZeppelin assistance with such revocation or limitation, you must contact OpenZeppelin with written notice of such revocation or limitation and OpenZeppelin will disable the Customer Contractor’s access to your Services within a reasonable period of time following receipt of such notice.
8. Disclaimers Relating to Blockchain Technology
8.1. Blockchain networks, protocols, smart contracts, digital assets and related decentralised technologies (collectively, “Protocols”) are nascent technologies and entail risks. Any use or interaction with Protocols, whether or not using the Services, could require a comprehensive understanding of advanced technology in order to appreciate the inherent risks (including without limitation, computer science). You acknowledge and agree that you have sufficient knowledge and understanding of the functionality, usage, transmission mechanisms and other material characteristics of Protocols to understand and appreciate the risks and implications of the Services.
8.2. OpenZeppelin does not own or control any Protocols. Generally, Protocols are public or open source, and anyone can use, copy, modify, and distribute them or participate in them. OpenZeppelin assumes no responsibility for the operation of Protocols and does not guarantee the functionality or security of Protocols. You acknowledge that Protocols are provided by third parties who have no affiliation with OpenZeppelin. You acknowledge and agree that OpenZeppelin’s inclusion, support or promotion of a specific Protocol in the Services, or a description of how to use a Protocol, should not be interpreted as our endorsement or guarantee of that Protocol, or the accuracy, functionality or legitimacy of that Protocol. Further, you acknowledge that OpenZeppelin does not verify any Protocol or related services, including for security, accuracy or completeness. You acknowledge that your use of Protocols is at your own risk and you expressly release OpenZeppelin from any liability, loss or damage of any nature arising from your use of Protocols and related services.
8.3. Protocols may be subject to sudden changes in operating rules or how they function. Any such operating changes may materially affect the availability, functionality, value, name, or other characteristics of the Protocol. Changes to Protocols may contain bugs or security vulnerabilities that may result in loss of functionality or assets. It is your responsibility to make yourself aware of operating changes to Protocols and you must carefully consider whether to continue to use a Protocol, including by utilising interoperable Services. You acknowledge and agree that you assume all risks relating to the introduction of bugs, vulnerabilities, malicious code, the use of phishing, sybil attacks, 50% attacks, bruteforcing, or other means of attack that may affect, in any way, a Protocol and related services.
8.4. OpenZeppelin’s response to any Protocol change is subject to its sole discretion and may include deciding not to support a Protocol or changes thereto. Defender includes the features and functionality applicable to the tier set out on the Website or in an Order as of its date. OpenZeppelin may update the content and functionality of any Services, including without limitation Defender, or any tier thereof, in its sole discretion. OpenZeppelin does not represent or warrant that any Services or particular content, functionality, or subscription plans will be offered indefinitely and reserves the right to change or alter the Services and any features, quotas and options, including the right to put reasonable usage limitations on the Services, including Defender. OpenZeppelin will use commercially reasonable efforts to provide advance notice of any such usage restrictions or any material change in paid offerings and OpenZeppelin will not materially degrade your Subscription mid-Subscription Term.
8.5. Certain features within Defender are designed to assist or augment Users in composing, automating and executing transactions with Protocols. However, you acknowledge and agree that OpenZeppelin strictly does not perform or execute transactions on your behalf and that you are responsible for all of your transactions. Defender offers certain technology that may allow you to more easily compose, automate and execute transactions you would like to perform in connection with a supported Protocol. As such, Defender may generate draft transaction objects, which you must independently review and authorise in conjunction with a third-party wallet application, device or similar functionality selected by you to execute transactions (for example, by executing a transaction using a multisignature wallet). For example, Defender may combine publicly available information from a supported Protocol with your commands within Defender, producing a draft transaction compatible with the Protocol, intended to accomplish your operational goals as expressed through your interactions with Defender. You must then authorise the transaction with a private cryptographic key that you control. The transaction authorised by you will then be broadcast to the Protocol through a third-party RPC provider, resulting in any successful transaction being completed by you on the Protocol. Therefore, you acknowledge and agree that all Protocol transactions will ultimately be effected and recorded solely by you through your interactions with the respective nodes or other validators of the respective Protocol and that you assume full responsibility for all of the risks of accessing and using the Services to interact with Protocols.
8.6. You should verify all transaction information prior to execution. You acknowledge and agree that OpenZeppelin shall bear no liability or responsibility in the event you execute an erroneous transaction. OpenZeppelin does not guarantee the identity, data, value, or instructions in a transaction, including as it relates to any recipient. Protocol transactions typically cannot be reversed once they have been broadcast to the relevant blockchain (even if in a pending state while the transaction is processed by network operators). You acknowledge that third-party RPC providers, including those that attempt to send private transactions (e.g. Flashbots), do not always function as intended. OpenZeppelin makes no guarantees that a transaction will be confirmed by a Protocol or remain private.
8.7. You understand that the cost and speed of interacting with Protocols is variable and volatile, that cost may increase or speed may decrease dramatically at any time, and that cost and speed is not within the control of OpenZeppelin. You acknowledge these risks and agree that OpenZeppelin cannot be held liable for such risks, volatility, fluctuations, increased costs or decreased speed.
8.8. You acknowledge that any Protocol or the Services could be impacted by changes in law, regulations, or one or more regulatory inquiries or legal actions, which could impede or limit the ability of OpenZeppelin to continue to offer or develop the Services, or which could impede or limit your ability to access or use the Services, and you assume such risk.
8.9. OpenZeppelin may produce audit reports and other materials summarising the security analysis of certain Protocols (“Reports”). OpenZeppelin typically receives compensation for performing security services, including producing Reports. Reports are produced only to assist developers to increase the security of the respective Protocol and are published with consent. The content contained in the Reports is current as of the date appearing on the Report and are subject to change without notice. The Reports and any related analysis of a Protocol or other project do not constitute statements, representations or warranties by OpenZeppelin in any respect, including regarding the security of such Protocol. You may not rely on the Reports in any way, including for the purpose of making any decisions to use a Protocol, a product or service, or buy or sell any digital asset. For the avoidance of doubt, Reports do not constitute investment advice, are not intended to be relied upon as investment advice, and are not an endorsement of any Protocol or other project. OpenZeppelin does not owe you any duty by publishing Reports.
9. General Disclaimers
9.1. The Services are provided “as is” and without warranties, representations or conditions of any kind, except as expressly stated in these Terms. OpenZeppelin disclaims any and all warranties, representations and conditions, which may otherwise be implied, including any of merchantability, non-infringement, satisfactory quality, or fitness for a particular purpose.
9.2. OpenZeppelin makes no representation or warranty of any kind regarding any Third-Party Services with which the Service may interoperate, including without limitation any Protocol.
9.3. You acknowledge and agree that the Services are intended to assist or augment, but not replace, your code, software, systems, processes or any other aspect of your application or Protocol. OpenZeppelin does not warrant, and nothing in these Terms imply, that the Services, your use of the Services, or your application or your Protocol (if applicable) will be accurate, secure, or error-free, or that any security issues will be found or will be corrected and you acknowledge that any insights provided by the Services do not constitute professional advice or counsel. You acknowledge and agree that you are solely responsible for any decisions made pursuant to the Services and any recommendations or suggestions contained therein and that you have sole discretion to accept or to disregard any such recommendations. You are solely responsible for determining the appropriateness of the Services, and unless explicitly stated otherwise in these Terms, you assume all risks associated with their use, including but not limited to the risks and costs of inaccuracies, errors, compliance with applicable laws, damage to or loss of data, systems, and unavailability or interruption of operations.
You agree to indemnify and hold harmless OpenZeppelin and its officers, directors, employees, affiliates, contractors, subcontractors, agents, attorneys, representatives, successors and assigns from and against any and all losses, liabilities, damages and all related costs and expenses (including reasonable attorneys' fees, litigation, settlement, judgment, interest and penalties) resulting from an actual or threatened claim, action or proceeding by a third party concerning: (a) your use of the Services in breach of these Terms; or (b) your application or Protocol (if applicable).
11. Limitation of Liability
11.1. Notwithstanding any other term contained herein (but subject always to clause 11.5), in no event will either party, or its officers, directors, employees, affiliates, contractors, subcontractors, agents, attorneys, representatives, and successors and assigns, be liable to the other party for any damages for loss of goodwill, lost profits, lost sales or business, work stoppage, computer failure or malfunction, lost content, or lost data, even if such party has been advised of the possibility of such damages, nor any indirect, punitive, incidental, special, consequential, exemplary, or aggravated damages arising out of or in any way connected with these Terms.
11.2. You acknowledge and agree that OpenZeppelin is not responsible or liable in any way for damage caused by third parties who may use our Services, including those that may commit actionable conduct towards you. You further acknowledge and agree that OpenZeppelin is not responsible or liable in any way for damages incurred by any third parties relating to your use of the Services, including without limitation your customers or other end users.
11.3. Notwithstanding any other term contained herein (but subject always to clause 11.5), OpenZeppelin's liability for any and all causes of action arising under or in connection with any Order or your access to or use of the Services (whether arising in tort, contract, statute, or otherwise) will be limited in each year (each such year commencing on the date of the applicable Order and each anniversary thereof) to the amount of fees that you have paid under that Order giving rise to the cause of action during such year.
11.4. Notwithstanding any other term contained herein, if you access or use any Free or Beta Services, you understand that these Services are optional and either party may terminate these Services at any time for any reason and that OpenZeppelin provides Free or Beta Services “as is” with no warranty (including any of merchantability, quality, fitness for a particular purpose, or non-infringement) and our liability for such Services shall be limited in aggregate to GBP £100 (one-hundred pounds sterling) (subject always to clause 11.5).
11.5. Notwithstanding any other term contained herein, neither party's liability: (a) for death or personal injury caused by its negligence or the negligence of its employees or agents; (b) for fraud or fraudulent misrepresentation; or (c) for any other liability that cannot be limited or excluded by law, is excluded or limited by these Terms.
12. Term, Termination and Suspension
12.1. Term. These Terms govern your use of the Services from the Effective Date (as determined in Section 1.4) until terminated pursuant to the terms contained herein (the “Term”). You may terminate your agreement to these Terms at any time if you have no active Orders by closing your account or ceasing to use any Services, as applicable.
12.2. Termination of Orders by You. You may terminate any Order for any reason by providing OpenZeppelin with at least thirty (30) days written notice and ceasing use of the Services provided under that Order by the end of such notice period. As set out above, OpenZeppelin does not provide any refunds or credits for amounts that have already been paid prior to termination. Termination of any one Order does not automatically terminate any other Order which may be in place.
12.3. Termination by Either Party. On written notice, either party may terminate these Terms (including any Orders): (a) if the other party commits a breach of these Terms and such breach has not been cured within 10 business days of receiving written notice of the breach; or (b) immediately upon the other party ceasing to operate in the ordinary course, making an assignment for benefit of creditors, or becoming the subject of any insolvency, bankruptcy, liquidation, dissolution, or similar proceeding (unless prevented from terminating pursuant to applicable law).
12.4. Termination by Us. OpenZeppelin may terminate these Terms (including any Orders) immediately on written notice if: (a) you have undisputed amounts past due; (b) OpenZeppelin reasonably determines that you are in material breach of these Terms and such breach is irremediable; or (c) OpenZeppelin reasonably determines continuing to offer the applicable Services pose an undue risk of violating applicable laws or regulations.
12.5. Suspension. OpenZeppelin may suspend your access to the Services if we consider it necessary for a legitimate business reason, including but not limited to: (a) protecting our or our customers' security; (b) if we suspect any fraud has or may occur; or (c) we suspect you are in breach of these Terms. If OpenZeppelin decides to suspend your access to Services under this Section 12.5 and not terminate the agreement, OpenZeppelin will only suspend access to the extent, and for the duration, necessary to address the risk and will promptly restore access once the issue has been resolved. You acknowledge and agree that if OpenZeppelin suspends access, you may be prevented from accessing the Services, your account details, or any other Service Inputs or Service Outputs contained in your account. If the reason for suspension cannot be resolved, OpenZeppelin will automatically downgrade your account to a free account or terminate your use of the applicable Services. Downgrading your account may cause the loss of Service Inputs, features, functionality or capacity.
12.6. Enforcing Quotas. OpenZeppelin retains sole discretion to limit your usage of Defender at any time if your usage of Defender exceeds the quotas specified in your Subscription, including without limitation usage through the API or Defender user interface. Further, excessive API requests, as determined by OpenZeppelin in our sole discretion, may result in the temporary or permanent suspension of your access to your account or to your use of Defender. OpenZeppelin is not required but will endeavor, when reasonable, to warn an account owner or User prior to suspension.
12.7. Survival. Any provision of these Terms that by its nature is reasonably intended to survive beyond termination of the Terms will survive any termination.
13. Changes to the Terms and Orders
13.1. Amendments. OpenZeppelin shall be entitled to amend each and every element of the Terms (other than an Order) from time to time. When these changes are made, OpenZeppelin will make a new copy of the Terms available at www.openzeppelin.com/tos. You understand and agree that if you use Free or Beta Services after the date on which the Terms have changed, OpenZeppelin will treat your continued use of the Services as acceptance of the updated Terms. If you have paid Services, the new Terms will apply upon the earliest of: (a) your renewal; (b) your clicking or tapping on a button indicating your acceptance; or (c) your executing or making payment based on an Order that references the updated Terms.
13.2. Orders. Any material changes requested or required to be made to an Order will require mutual written agreement of the parties, for example under a statement of work or change order.
14.1. Please read the following section carefully because it requires you to arbitrate certain disputes and claims with OpenZeppelin and limits the manner in which you can seek relief from OpenZeppelin, 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.
14.2. Mandatory Arbitration of Disputes. You and OpenZeppelin agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, "Disputes") will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and OpenZeppelin agree that the JAMS International Arbitration Rules govern the interpretation and enforcement of these Terms, and that you and OpenZeppelin are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.
14.3. Exceptions. As limited exceptions: (a) both parties may seek to resolve a Dispute in small claims court if it qualifies; and (b) each party retains the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of its respective intellectual property rights or to enforce the confidentiality obligations in these Terms.
14.4. Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by JAMS under its International Arbitration Rules (the “JAMS Rules”) then in effect, except as modified by these Terms. The JAMS Rules are available at www.jamsadr.com or by calling 1-800-352-JAMS. A party who wishes to start arbitration must submit a written Demand for Arbitration to JAMS and give notice to the other party as specified in the JAMS Rules. JAMS provides a form Demand for Arbitration at www.jamsadr.com. You and OpenZeppelin agree that you shall first seek to resolve any Dispute amicably prior to submitting any Demand for a maximum of thirty (30) days. Any arbitration hearings will take place in London, United Kingdom. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.
14.5. Injunctive and Declaratory Relief. Except as provided above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or OpenZeppelin prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
14.6. Severability. If any clause within this Section 14 (other than the Dispute Resolution clause above) is found to be illegal or unenforceable, that clause will be severed from this provision whose remainder will be given full force and effect.
14.7. Governing Law and Jurisdiction. The interpretation and enforcement of these Terms, and any dispute related to these Terms or the Services will be governed by and construed and enforced in accordance with the laws of England and Wales, as applicable, without regard to conflict of law rules or principles (whether of England and Wales or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. You agree that OpenZeppelin may initiate a proceeding related to the enforcement or validity of its intellectual property rights in any court having jurisdiction. With respect to any other proceeding that is not subject to arbitration under these Terms, the courts located in London, England will have exclusive jurisdiction. You waive any objection to venue in any such courts.
15. General Legal Terms
15.1. Independent Contractors. You and OpenZeppelin are independent contractors of the other. These Terms do not create or imply any agency, partnership, unincorporated association, decentralised autonomous organisation, fiduciary, employment, or franchise relationship between the parties. No right or cause of action for any third party is created by these Terms or any acts or omissions contemplated under the Terms.
15.2. Notices. Any notice required to be given under these Terms shall be in writing and shall be sent by electronic mail. For OpenZeppelin such notice must be emailed to email@example.com and for Users it shall be such email address provided for the respective account, as indicated in an Order, or if no email is reasonably available such other digital means of contact available to OpenZeppelin (e.g. Slack account, Telegram handle, Protocol forum, etc). A notice delivered by email shall be deemed to be received by the next business day.
15.3. Assignment. Neither party may assign or transfer any rights or obligations under these Terms without the prior written consent of the other party, which will not be unreasonably withheld or delayed. Notwithstanding the foregoing, either party may assign these Terms to a successor or acquirer of all or substantially all its business or assets in connection with a sale of all or substantially all of its assets, or in the event of a bona fide corporate reorganisation. Subject to the foregoing limitation on assignment, these Terms will be binding upon, enforceable by and inure to the benefit of the parties and each of their successors and permitted assigns.
15.4. Waivers. No waiver by either party of any default will operate as a waiver of any other default, or of a similar default on a future occasion. No waiver of any term or condition by either party will be effective unless in writing and signed by both parties.
15.5. Severability. If any provision of these Terms is held invalid, illegal or unenforceable, it will be limited to the minimum extent necessary so the rest of these Terms remain in effect.
15.6. Force Majeure. Neither party is liable for any delay or failure to perform any obligation under these Terms (except for a failure to pay any fees) due to events beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, Internet or utility failures, regulatory changes, refusal of government licence or natural disaster.
15.7. Injunctive Relief. Each party acknowledges that any breach, threatened or actual, of the confidentiality and intellectual property obligations hereunder may cause irreparable injury to the other party for which there may not be an adequate remedy at law. Therefore, upon any such breach or threat thereof, the party alleging breach will be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it, without the requirement of posting a bond.
15.8. Order of Precedence. Any documents forming the agreement between you and OpenZeppelin are intended to be consistent. However there are incidences when the documents may conflict and in the event that there is a conflict between the elements of the agreement the order of precedence is as follows: (a) any statement of work, change order, or similar referencing an Order and signed by the parties; (b) the Order; (c) the Terms.
15.9. Entire Agreement. These Terms (which includes each Order) is the entire agreement between you and OpenZeppelin related to your use of the Services and supersedes any prior or contemporaneous agreements regarding its subject matter. If you have another valid contractual agreement for the purchase and use of OpenZeppelin products and services, these Terms govern your rights to use any other OpenZeppelin products and services that are not explicitly covered by such separate agreement(s).