Master Subscription Agreement
Blockchain Insight Group, LLC (hereinafter “BIG” or “Company”) hosts a Discord server (“Platform”) which provides investment information and advice for educational purposes only. Any advice, education, etc. given on our platform relates ONLY to non-security assets. The Platform do not provide any advice, assessments, counsel, or information about securities. It is your responsibility to properly evaluate your investment options and to get advice regarding securities from appropriate sources. It is also your responsibility to determine the status of particular assets and to determine if they are securities or not. Any new features which augment or enhance the current Platform, including the release of new features or products, are also included in the term “Platform.”
The Platform does not include any “Professional Services,” meaning any work performed at your request by Company, a third-party partner (including a party whose services are recommended by Company). If you ever require Professional Services, we (or an associated partner or third party) will enter into a separate written agreement with you outlining the Professional Services and the terms under which they will be provided. We are not responsible in any way for Professional Services rendered by a third party.
Please carefully read through this Master Subscription Agreement and Terms of Service (“Agreement”) since they are a binding agreement between you and Company. The Agreement is effective when you sign up or otherwise use any of the Platform or access any content or material that is made available by Company through the Platform.
You may sign up for the Platform using the applicable order form (“Order Form”), which contains terms specific to your order. An Order Form may be used to select features, service level agreement provisions, pricing, and other terms related to the Platform. An Order Form may not be used to enter into any agreement to render Professional Services. To the extent any provision of a duly executed Order Form accepted by Company conflicts with the provisions of this Agreement, the provisions of the Order Form will prevail.
When you visit the Website or send emails to us, you are communicating with us electronically, and you consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on our website. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
If communicating to Company:
Blockchain Insight Group, LLC
915 N Franklin St #2315
Tampa, FL, 33602
3. Received Materials - Feedback
If you send us any ideas for features or new code or any comments, materials, letters or feedback, including without limitation questions, comments, suggestions, criticisms or the like, directly related to the Platform or the content thereon, but excluding any of the foregoing that contain your Data, your Intellectual Property, or Professional Services for custom, proprietary, or exclusive deliverables, that feedback, unless marked or designated by you as your Confidential Information, may be deemed by us to be non-confidential and free of any claims of proprietary or personal rights. Company shall have no obligation of any kind with respect to such feedback, and Company will be free to reproduce, use, disclose, exhibit, display, transform, edit, abridge, create derivative works from and/or distribute the Feedback without limitation or restriction. Except for your Confidential Information, your Data, your Intellectual Property, or custom deliverables, Company is free to use any ideas, concepts, know-how, or techniques contained in any feedback you send to Company, or learned in the process of providing you the Platform or Professional Services, for any purpose whatsoever, including, but not limited to, developing, producing, and marketing products using such feedback, without compensation or any other obligations to anyone, including you.
4. Platform, Payment, and Term
Company’s Platform is provided for a subscription fee, which will be set forth in the Order Form. If no terms are set, Company provides both a free and a paid membership to access the Platform. The paid membership is $100/month, with payment initially due upon sign-up and recurring payments payable and due on the sign-up date of each month. Company reserves the right to immediately suspend or restrict access to the Platform in the event membership dues are not timely made.
All fees or other amounts due to Company must be paid by electronic funds transfer from Client’s designated bank account on the due date, or by such other method as Company may designate, and Client agrees to comply with any payment instructions provided by Company. Client authorizes Company to initiate debit entries and credit correction entries to Client’s checking, savings, operating, or other account for the payment fees or other amounts due from Client under this Agreement or otherwise. Client shall reimburse Company upon receipt of any invoice for any fees incurred due to insufficient funds in Client’s designated bank account. Client shall comply with Company’s procedures and instructions in connection with this direct debit and credit process and sign any document or take any action that may be required to affect this authorization.
When you sign up using a credit card, ACH, or other payment method, you authorize us to make the charges disclosed to you, including recurring payments, where applicable. The term of this Agreement shall be the period set forth in the Order Form, or if no term is set forth in the Order form, a period of one year, with a one-year renewal occurring automatically at the end of each year unless a party notifies the other not less than 60 days prior to the end of the then-current term that it intends to terminate this Agreement.
5. License and Acceptable Use
Company hereby grants you, subject to this Agreement, a limited non-exclusive, non-sublicensable, non-transferable, license to use the Platform for your personal use only. You have no rights in the Platform other than as expressly provided in this Agreement. You may not download any portion of the Platform other than for your own personal use. You may not use any data mining, robots, or similar data gathering tools or otherwise exploit your access to the Platform for any commercial purpose. You may not use any of the trademarks, logos, or other proprietary graphics without express written permission, which may be denied in Company’s absolute discretion. Company’s logos and product and service names are trademarks of Company. All other trademarks appearing on the website or in connection with the Platform are trademarks of their respective owners, and our reference to them does not imply or indicate any approval or endorsement by their owners unless such approval or endorsement is expressly made.
In addition to any other things that might constitute a misuse of the Platform, you must not, and must not attempt to do the following things:
modify, alter, tamper with, repair or otherwise create derivative works of any portion of the Platform;
use the Platform for research or benchmarking or any related endeavor with the intent of creating a competing or similar product;
sell, lend, rent, resell, lease, sublicense or otherwise transfer any of the rights granted to you with respect to the Platform to any third party, except as specifically allowed under the terms of any written agreement with the Company;
remove, obscure or alter any proprietary rights notice pertaining to the Platform;
access or use the Platform in a way intended to improperly avoid incurring fees or exceeding usage limits or quotas;
use the Platform to: (i) engage in any unlawful or fraudulent activity or perpetrate a hoax or engage in phishing schemes or forgery or other similar falsification or manipulation of data; (ii) send unsolicited or unauthorized junk mail, spam, chain letters, pyramid schemes or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) advertise or promote a commercial product or service that is not available through Company; (iv) store or transmit inappropriate content, such as content: (1) containing unlawful, defamatory, threatening, pornographic, abusive, libelous or otherwise objectionable material of any kind or nature, (2) containing any material that encourages conduct that could constitute a criminal offense, or (3) that violates the intellectual property rights or rights to the publicity or privacy of others; (v) store or transmit any content that contains or is used to initiate a denial of service attack, software viruses or other harmful or deleterious computer code, files or programs such as Trojan horses, worms, time bombs, cancelbots, or spyware; or (vi) abuse, harass, stalk or otherwise violate the legal rights of a third party;
interfere with or disrupt servers or networks used by Company to provide the Platform or used by other users to access the Platform, or violate any third-party regulations, policies or procedures of such servers or networks or harass or interfere with another user’s full use and enjoyment of any of the Platform;
access or attempt to access Company’s other accounts, computer systems or networks not covered by this Agreement, through password mining or any other means;
cause, in Company’s sole discretion, inordinate burden on the Platform or Company’s system resources or capacity; or
share passwords or other access information or devices or otherwise authorize any third party to access or use the Platform.
6. Third-Party Applications
The Platform may be integrated with third-party applications, websites, and services to make available content, products, and/or services to you. These Third- Party Applications may have their own terms and conditions of use and privacy policies, and your use of these Third-Party Applications will be governed by and subject to such terms and conditions and privacy policies. You understand and agree that we do not endorse and are not responsible or liable for the behavior, features, or content of any Third-Party Application or for any transaction you may enter with the provider of any such Third-Party Applications.
7. Your Data and User-Generated Content
Your use of the Platform may involve the processing of information concerning you. This specific information (“Your Data”) belongs to you. You grant us a license to use Your Data in connection with the Platform, as permitted in the “Your License to Us” section below, but you exclusively own Your Data.
You may post, upload, and/or contribute content to the Platform that is intended to be made available to third parties or end users (including, for example, documents, videos, images, text, translations, messages, information, and/or other types of content (“User Content”). For the avoidance of doubt, “User Content” includes any such content posted to any support community we may establish, as well as to any other part of the Platform.
You promise that, with respect to any User Content you post, (1) you have the right to post such User Content, and (2) such User Content, or its use by Company as contemplated by the Agreement, does not violate the Agreement, applicable law, or the intellectual property (including without limitation copyright), publicity, personality, or other rights of others or imply any affiliation with or endorsement of you or your User Content by Company or any artist, band, label, entity or individual without express written consent from such individual or entity.
Subject to any applicable laws, we may, but we have no obligation to, monitor, review, or edit User Content. In all cases, we reserve the right to remove or disable access to any User Content for any or no reason, including but not limited to, User Content that, in our sole discretion, violates the Agreement. We may take these actions without prior notification to you or any third party. Subject to any applicable laws, removal or disabling of access to User Content shall be at our sole discretion, and we do not promise to remove or disable access to any specific User Content.
You are solely responsible for all User Content that you post. We are not responsible for User Content, nor do we endorse any opinion contained in any User Content. YOU AGREE THAT IF ANYONE BRINGS A CLAIM AGAINST US RELATED TO USER CONTENT THAT YOU POST OR SUFFER TO BE POSTED, THEN, TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW, YOU WILL INDEMNIFY AND HOLD US HARMLESS FROM AND AGAINST ALL DAMAGES, LOSSES, AND EXPENSES OF ANY KIND (INCLUDING REASONABLE ATTORNEY FEES AND COSTS) ARISING OUT OF SUCH CLAIM.
8. Your License to Us
You grant us a non-exclusive, royalty-free, fully paid, worldwide license to use, reproduce, make available to the public, publish, translate, modify, and distribute any of your User Content in connection with the Platform through any medium, whether alone or in combination with other content or materials, in any manner and by any means, method or technology, whether now known or hereafter created. Aside from the rights specifically granted herein, you retain ownership of all rights, including intellectual property rights, in the User Content.
You also grant us a non-exclusive, royalty-free, worldwide license to use Your Data in connection with the Platform and services that we provide to you. You acknowledge and agree that we may anonymize and aggregate some or all of Your Data (“Anonymized Data”) and use the Anonymized Data for the purposes of helping us improve the security, usability, performance, reliability, availability, efficiency, documentation or accuracy of the Platform and other internal business purposes. We will not sell, rent, or transfer Your Data or the Anonymized Data to any third party, except in connection with the assignment of this Agreement to a successor in interest.
9. Your Instance
Your instance of the Platform will be provided under a single account. You are responsible for maintaining the confidentiality of any account information, including your username, login and password, and for restricting access to your computer and the Platform under your account. In addition, you agree to accept responsibility for all activities that occur under your account. Company reserves the right to refuse service, disable usernames, logins, and passwords of specific Users, and to remove or edit content in its sole discretion. You agree to indemnify and hold Company harmless from and against any claim related to content, accuracy, or currency of the information you or your Internal Users provide through the Platform.
10.1 Confidential Information. During the term of this Agreement, each party or its employees, consultants, or agents may receive information of the other party that is proprietary or confidential (“Confidential Information”). Each party agrees to hold the Confidential Information of the other party in confidence and not to disclose such Confidential Information to any third parties. Each party further agrees to not use such Confidential Information for any purpose outside of the scope of this Agreement. Confidential Information shall not include information that is: (a) part of, or becomes part of, the public domain (other than by disclosure by the receiving party in violation of this Agreement); (b) previously known to the receiving party without an obligation of confidentiality; (c) independently developed by the receiving party outside this Agreement; (d) rightfully obtained by the receiving party from third parties without an obligation of confidentiality; or (e) otherwise addressed in this Agreement.
10.2 Exceptions. Notwithstanding the foregoing, either party may disclose the Confidential Information of the other party to the extent such disclosure is required to comply with applicable law or the valid order or requirement of a governmental or regulatory agency or court of competent jurisdiction, provided that the disclosing party (a) restricts such disclosure to the maximum extent legally permissible; (b) notifies the party to whom the Confidential Information belongs as soon as practicable of any such requirement; and (c) that subject to such disclosure, such disclosed materials shall in all respects remain subject to the restrictions set forth in this Agreement.
10.3 Remedies. The parties acknowledge that their respective Confidential Information is unique and valuable, and that breach by a party of the obligations of this section regarding the other party’s Confidential Information could result in irreparable injury to the other party for which monetary damages alone would not be an adequate remedy. Therefore, the parties agree that in the event of a breach or anticipated breach of this section, the affected party shall be entitled to seek injunctive or other equitable relief as a remedy for any such breach or anticipated breach without the necessity of posting a bond. Any such relief shall be in addition to and not in lieu of any appropriate relief in the way of monetary damages.
11. Copyright and Title; Intellectual Property
The Platform and all copyrights, trademarks, trade secrets and other proprietary rights therein, including any derivative work, are, and will remain the sole property of Company, regardless of the use made by you; and are protected by certain United States and international copyright laws and trademark laws. The Platform is licensed, not sold, to you. This Agreement confers no title of ownership in the Platform and is not a sale of any rights in the Platform, including any intellectual property rights related thereto.
As between the parties, and subject only to the express licenses provided for in this Agreement, You retain all right, title and interest (including all Intellectual Property Rights) in and to Your Data, Your Confidential Information and Your Intellectual Property.
Company warrants that the Platform, with the exception of any beta trial, and all elements thereof do not infringe the intellectual property rights of any third party and agree to hold you, your parent, affiliates, and each of your officers, directors, employees, consultants, and agents (“Client Indemnified Parties”) harmless and indemnify Client Indemnified Parties with respect to any final judgment obtained by a third party based on a claim that the Platform infringes on the intellectual property rights of such third party. As Your sole remedy for breach of this warranty, you may terminate this Agreement and receive a refund of the fees paid for any period of time in which you are not able to use the Platform due to any such claim.
13. Disclaimer of Warranty
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, ORAL, WRITTEN, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF PERFORMANCE OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT OR GUARANTEE THE AVAILABILITY, ACCURACY, OR TRUTHFULNESS OF ANY INFORMATION PROVIDED BY OR WITH RESPECT TO THE PLATFORM. WITHOUT LIMITING THE FOREGOING, COMPANY DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE PLATFORM AND/OR DELIVERY OF ANY SERVICE SHALL BE UNINTERRUPTED OR ERROR-FREE.
14. Limitation of Liability
EXCEPT AS SET FORTH IN THIS SECTION, IN NO EVENT WILL YOU OR COMPANY, OR EACH OF OUR SUPPLIERS, SHAREHOLDERS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY LOST PROFITS, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES ARISING OUT OF THIS AGREEMENT OR THE USE OF OR RELIANCE UPON THE PLATFORM, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL COMPANY’S OR YOUR, AS APPLICABLE, TOTAL LIABILITY OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT AND USE OF THE PLATFORM (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE AMOUNT PAID BY YOU DURING THE 12-MONTH PERIOD PRIOR TO SUCH CLAIM ARISING. THE EXCLUSIONS TO AND LIMITATIONS OF LIABILITY DESCRIBED IN THIS SECTION SHALL NOT APPLY TO (I) MISAPPROPRIATION OR INFRINGEMENT BY A PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS; (II) BREACH BY A PARTY OF CONFIDENTIALITY OF THIS AGREEMENT; (III) COMPANY’S INDEMNIFICATION AND RELATED OBLIGATIONS SET FORTH IN INDEMNIFICATION; OR (IV) ANY PENALTIES OR THIRD-PARTY CLAIMS THAT ARISE OUT OF A PARTY’S FAILURE TO COMPLY WITH PRIVACY OBLIGATIONS. THE PARTIES AGREE THAT THIS SECTION SHALL 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.
15. Service Limitations and Modifications
Company will make all commercially reasonable efforts to keep the Platform operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. To the extent permissible under applicable law, we reserve the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the Platform, with or without notice, all without liability to you, except where prohibited by law, for any interruption, modification, or discontinuation of the Platform or any function or feature thereof. You understand and agree that Company has no obligation to maintain, support, upgrade, or update functions and features of the Platform, or to provide all or any specific content through the Platform, other than as set forth on an Order Form. Company and/or the owners of any content may, from time to time, remove any such content without notice to the extent permitted by applicable law.
16. Term and Termination; Survival
This Agreement will continue to apply to you until it either expires pursuant to the provisions of an Order Form or is terminated under the provisions of this Agreement. Any sections of this Agreement that, either explicitly or by their nature, must remain in effect even after termination of the Agreements, shall survive termination.
17. Governing Law and Jurisdiction
The Platform is operated by Company from its offices in Florida in the United States. The validity, construction, and performance of this Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without reference to choice of law principles. You expressly agree that exclusive jurisdiction for any claim or dispute with Company, this Agreement, or relating in any way to your use of the Platform resides in the federal and state courts located in the State of Florida, and you do hereby submit to and consent to jurisdiction and venue in the courts of that state. You agree to waive any defense pertaining to jurisdiction and venue. In the event any provision hereof shall be held by a tribunal of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement shall remain in full force and effect.
18. Attorney Fees
In case of an action to enforce any rights or conditions of this Agreement, or appeal from said proceeding, it is mutually agreed that the prevailing party in such suit, action, proceeding or appeal may seek to recover reasonable attorney fees and costs incurred.
19. Entire Agreement; Non-Waiver; Severability
This Agreement is a binding contract and constitute the entire agreement and understanding of the parties, whether oral or written, relating to the subject matter hereof; are intended as the parties’ final expression and complete and exclusive statement of the terms hereof, superseding all prior or contemporaneous agreements, representations, communications, and understandings, whether written or oral; and may be amended or modified only by an instrument in writing signed by authorized representatives of both parties.
No waiver of any provision of this Agreement shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement shall not operate as a waiver of such provision or any other provision or of the right to enforce such provision or any other provision. If any provision of this Agreement shall be invalid or unenforceable in any respect for any reason, the validity and enforceability of any such provision in any other respect and of the remaining provisions of this Agreement shall not be impaired.
20. Privacy Obligations
Company is committed to protecting the security and privacy of your personal information and the personal information of Users, as well as to complying with applicable privacy laws.
20.1 GDPR. We acknowledge that you may be subject to the provisions of the General Data Protection Regulation (“GDPR”) made effective in the EU on May 25, 2018.
In turn, if you are legally bound by the provisions of the GDPR with respect to any personal data with which you come in contact using the Platform, including without limitation the personal data belonging to individuals with whom you communicate or whose personal data you access using the Platform, you agree to comply with the GDPR in all respects. Specifically, you agree that you will:
A. Never access, process, transfer, view, use, or store any Data of any third party without express authorization, and then only for purposes directly related to fulfilling your contractual obligations under your agreement with any third party;
B. Keep all Data strictly confidential and disclose Data only on a strict need-to-know basis to authorized users only as required for fulfilling an individual’s contractual obligations; however, you agree that you shall not disclose or otherwise make accessible Data under any circumstances to anyone who has not been obliged to Data Secrecy and Confidentiality.
C. Ensure that your obligations of Data Secrecy and Confidentiality are observed forever, both during and after the expiration and/or termination of any agreement with us or any contractual relationship you may have with an employer or other party.
D. Upon our request to provide Company with satisfactory evidence that you have complied with your obligations of Data Secrecy and Confidentiality as set forth in this agreement.
20.2 CCPA. Company acknowledges that it is a Service Provider as that term is defined in the California Consumer Privacy Act ("CCPA") (Cal. Civ. Code Sec. 1798.100 et seq.). As such Company agrees as follows:
A. Company agrees that it is prohibited from (1) selling the personal information of any of the Users of the Platform that is the subject of this Agreement; (2) retaining, using or disclosing the personal information of such Users for any purpose other than the specific purposes of providing the Platform hereunder, outside of the direct business relationship between Company and you, or as otherwise permitted by the CCPA;
B. Company shall not further collect, sell, or use the personal information of the Users except as necessary to provide the Platform hereunder; and
C. Company certifies that it understands the restrictions of being a Service Provider under the CCPA and will comply with those restrictions.
21. Breaches and Termination.
A. Material Breach. A material breach includes specifically, but is not limited to, a serious breach of the following provisions: confidentiality, license, early termination provisions of this Agreement, Intellectual Property, or non-payment of financial obligations more than sixty (30) days. Further, Company, in Company’s sole discretion, may upon written notice to User, terminate a User’s access to the Platform. Such notice shall provide reasonable detail regarding the basis for such determination. In the event the service is unavailable for 48 hours in succession, and the issue was caused by Company, User may terminate the Agreement for non-performance immediately upon written notice.
B. Termination Upon Mutual Consent. This Agreement may be terminated at
any time and with any terms as may be subsequently agreed to in writing by the Parties.
C. You have the right at anytime to discontinue your monthly subscription to BIG Crypto Discord Pro. To cancel, please contact firstname.lastname@example.org 14 days before your next billing cycle starts to notify us.