Terms of Service
MILLENEOS Platform Inc. (“MILLENEOS”) is the developer and owner of the MILLENEOS Platform, offering sophisticated and reliable APIs to support developers building applications on the blockchain, with unique solutions including (but not limited to) MillenEOS API, MillenEOS Plugin, MillenEOS DB (collectively, the “MILLENEOS Platform”), has the right to operate and license the MILLENEOS Platform and all associated intellectual property rights. These Terms of Services (“Terms”) define the terms and conditions of service for the use of the MILLENEOS Platform (the “Services”) by you (“Customer”).
If, at any time, Customer does not or cannot agree to these Terms, Customer must stop accessing or using the Services.
THE API AND THE SERVICES ARE STILL IN TESTING PHASE AND ARE PROVIDED TO YOU IN A BETA AND PRERELEASE VERSION, ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU REPRESENT THAT YOU FULLY UNDERSTAND THE INHERENT RISKS OF USING A BETA VERSION, INCLUDING INCREASED RISKS OF ERRORS, BUGS AND DEFECTS. WITHOUT LIMITING THE WARRANTY TERMS AND THE LIABILITY LIMITATION TERMS OF THIS AGREEMENT, WE MAKE NO WARRANTIES OF ANY KIND WITH RESPECT TO THE BETA SERVICES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NOTWITHSTANDING ANY PUBLISHED DOCUMENTATION THAT STATES OTHERWISE, MILLENEOS DOES NOT WARRANT THAT THE BETA SERVICES WILL BE ERROR-FREE OR THAT THEY WILL MEET ANY SPECIFIED SERVICE LEVEL, OR WILL OPERATE WITHOUT INTERRUPTIONS OR DOWNTIME.
1. Services and Support
1.1. Subject to these Terms, MILLENEOS hereby grants Customer a non-exclusive, non-transferable (except to the extent permitted herein), worldwide license to access and use during the Subscription Period (as defined in Section 5.1 below) the Services and any Software (defined below) included in the Services plan purchased by Customer (the “Purchased Plan”), as contemplated by these Terms. If Customer purchases a custom plan or additional Services through a separate subscription order form, all such Services shall be considered part of the Purchased Plan for the purposes herein. For clarity, a free plan is considered a Purchased Plan.
1.2. MILLENEOS will commence provision of the Services to Customer upon registration, subscription and payment of a Purchased Plan and shall continue such provision through the Subscription Period. As part of the registration process, Customer will identify an administrative user for Customer’s MILLENEOS account.
1.3. Subject to these Terms, MILLENEOS will provide Customer with reasonable technical support services (the “Support Services”) in accordance with the terms set forth in the Purchased Plan. If any implementation services are provided by MILLENEOS to Customer, they shall be included in the definition of Support Services hereunder.
2. Restrictions and Responsibilities
2.1. Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, architecture, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (collectively, the “Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by MILLENEOS); use the Services or any Software to develop any product or service that has functionality similar to the Services or Software; use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party, except for the use of the Services or any Software for the purpose of providing a service to third parties of a nature unrelated to that of, and not in competition with, the Services or Software; or remove any proprietary notices or labels.
2.2. Further, Customer acknowledges that the Services may be subject to international rules that govern the export/import of software. Customer agrees to comply with all applicable international, federal and state laws that apply to the Services as well as end-user, end-use and destination restrictions issued by national governments.
2.3. Customer represents, covenants, and warrants that Customer will use the Services only in accordance with these Terms. Customer hereby agrees to indemnify and hold harmless MILLENEOS against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of the Services. Although MILLENEOS has no obligation to monitor Customer’s use of the Services, MILLENEOS may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing. Without limiting the foregoing, any use of the Services by Customer that, in MILLENEOS’s reasonable judgment, imminently threatens the security, stability, integrity or availability of the Services, or otherwise harms MILLENEOS, other customers, or third parties, may result in immediate suspension of the Services, however when reasonably possible MILLENEOS will use commercially reasonable efforts under the circumstances to notify Customer in advance of such suspension and provide Customer with an opportunity to correct its usage prior to any such suspension. MILLENEOS will have no liability for any such suspension, whether or not Customer was notified. Unless the Purchased Plan or Customer’s account has been terminated, MILLENEOS will restore Customer’s access to the Services once it verifies that Customer has resolved the condition requiring suspension.
2.4. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords), API keys and files, and for all uses of Customer’s account or the Equipment with or without Customer’s knowledge or consent.
2.5. The Services may rely on or require that Customer access services delivered or performed by third parties independent of MILLENEOS related to the Services, or other online, web-based services or other business application subscription services, that interoperate with the Services (collectively “Third Party Offerings”). Customer acknowledges that MILLENEOS does not have any control over such Third Party Offerings. Customer further acknowledges and agrees that MILLENEOS shall not be liable under these Terms for any delays, rate limits, failures to perform, damages, losses or destruction, or malfunction of any equipment, or any consequence thereof, caused or occasioned by, or due to such Third Party Offerings.
3. Confidentiality; Proprietary Rights
3.1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of MILLENEOS includes non-public information regarding features, functionality, architecture, delivery, and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to MILLENEOS to enable the provision of the Services and identified in writing as such (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law. For the avoidance of doubt, if MILLENEOS and Customer have entered into a distinct non-disclosure or confidentiality agreement, the obligations set out in this Section 3.1 shall be in addition to those set forth in such distinct non-disclosure or confidentiality agreement (“NDA”).
3.2. Customer shall own all right, title and interest in and to the Customer Data. MILLENEOS shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Support Services, and (c) all intellectual property rights related to any of the foregoing. If Customer elects to provide any suggestions, comments, improvements, ideas or other feedback relating to the Services to MILLENEOS (collectively, “Feedback”), Customer acknowledges and agrees that MILLENEOS may incorporate into the Services any such Feedback without any obligation, payment, or restriction based on intellectual property rights or otherwise, excluding any Customer Confidential Information contained in the Feedback.
3.3. Notwithstanding anything to the contrary, MILLENEOS shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and MILLENEOS will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and Software and for other development, diagnostic and corrective purposes in connection with the Services and other MILLENEOS offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
4. Payment of Fees
4.1. Customer will pay MILLENEOS the then applicable fees described in the Purchased Plan for the Services and Support Services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the service capacity set forth on the Subscription Order Form or otherwise requires the payment of additional fees (per these Terms), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. MILLENEOS reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of any Subscription Period, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that MILLENEOS has billed Customer incorrectly, Customer must contact MILLENEOS no later than 10 days after the closing date on the first billing statement in which the error or problem appeared, in order to initiate the resolution process. Inquiries should be directed to MILLENEOS’ customer support department.
4.2. The Purchased Plan shall be prepaid by Customer. However, MILLENEOS may choose or accept to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by MILLENEOS thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 5% per monthon any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection, and may result in immediate suspension or termination of Service. Unless Customer provides MILLENEOS with a valid tax exemption certificate or other information as may be required under applicable law with respect to any applicable taxes, Customer will pay MILLENEOS for such taxes of the Services after being invoiced by MILLENEOS. MILLENEOS will remain responsible for all taxes that are applicable to any property or services acquired for use or consumption by MILLENEOS in relation to the provision of the Services. For the avoidance of doubt, MILLENEOS’s fees and expenses as set forth in these Terms are exclusive of applicable taxes payable by Customer.
5. Term and Termination
5.1. Subject to earlier termination as provided below, these Terms will remain in force for the subscription period as specified in Appendix A, and shall be automatically renewed for additional periods of the same duration as such subscription period (collectively, the “Subscription Period”), unless either party requests termination in writing at least five (5) days prior to the end of the then-current subscription period.
5.2. MILLENEOS may terminate or suspend the Services immediately without prior notice if it believes, in its sole discretion, that (a) Customer owes any unpaid amounts for the use of the Services, (b) Customer is in breach of any obligations, undertakings, representations, or warranties or is otherwise in default under these Terms (c) Customer usage of the Services is fraudulent, illegal or negatively impacting the operating capability of the Services; (d) providing the Services is prohibited by law, or it has become impractical or unfeasible for any legal or regulatory reason to provide the Services; or (e) subject to applicable law, upon Customer liquidation, commencement of dissolution proceedings, disposal of its assets or change of control, a failure to continue business, assignment for the benefit of creditors, or if Customer becomes the subject of bankruptcy or similar proceeding.
5.3. Customer will pay in full for the Services up to and including the last day on which the Services are provided. All sections of these Terms which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
6. Warranty and Disclaimer
MILLENEOS shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Support Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by MILLENEOS or by third-party providers, or because of other causes beyond MILLENEOS’s reasonable control, but MILLENEOS shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, MILLENEOS DOES NOT WARRANT THAT THE SERVICES (INCLUDING SUPPORT SERVICES AND IMPLEMENTATION SERVICES) WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, SUPPORT SERVICES AND IMPLEMENTATION SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND SUPPORT SERVICES ARE PROVIDED “AS IS” AND MILLENEOS DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NO REPRESENTATION OR STATEMENT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE OF THE SERVICES AND THE SUPPORT SERVICES NOT CONTAINED IN THESE TERMS SHALL BE DEEMED TO BE A WARRANTY BY MILLENEOS. MILLENEOS MAKES NO WARRANTY OF ANY KIND WITH RESPECT TO ANY THIRD-PARTY SOFTWARE USED BY CUSTOMER IN CONNECTION WITH THE MILLENEOS SERVICES.
MILLENEOS shall hold Customer harmless from liability to third parties resulting from infringement by the Service of any patent or any copyright or misappropriation of any trade secret, provided MILLENEOS is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement. MILLENEOS will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by MILLENEOS, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by MILLENEOS, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Service is not strictly in accordance with these Terms. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by MILLENEOS to be infringing, MILLENEOS may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate the Services, the Purchased Plan and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Service.
8. Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, MILLENEOS AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS OR PROFITS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, LIQUIDATED, CONSEQUENTIAL OR COVER DAMAGES OF ANY KIND OR NATURE WHATSOEVER; (C) FOR ANY MATTER BEYOND MILLENEOS’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED IN THE AGGREGATE THE FEES PAID BY CUSTOMER TO MILLENEOS FOR THE SERVICES IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT MILLENEOS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
MILLENEOS may revise these Terms and its Services plans from time to time and will always post the most current version on its website. If a revision meaningfully reduces Customer’s rights, MILLENEOS will notify Customer (by, for example, sending a message to the email address associated with the account, or posting on MILLENEOS’s blog or on MILLENEOS’s website). Customer agrees to review the Terms from time to time and, in any case, each time MILLENEOS notifies Customer of changes thereto. By continuing to use or access the Services after the revisions come into effect, Customer will agree to be bound by the revised Terms.
If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. These Terms and the Purchased Plan are not assignable, transferable or sublicensable by Customer except with MILLENEOS’s prior written consent. MILLENEOS may transfer and assign any of its rights and obligations under these Terms without consent. These Terms, together with the NDA, the plan description for the Purchased Plan and the order subscription form, is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of these Terms and Customer does not have any authority of any kind to bind MILLENEOS in any respect whatsoever. In any action or proceeding to enforce rights under these Terms, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. These Terms shall be governed by the laws of the Republic of Seychelles applicable therein, without regard to its conflict of laws provisions, and any dispute or conflict arising out or relating to these Terms or the Services shall be submitted to the exclusive jurisdiction of the courts of the Republic of Seychelles.
Customer hereby grants to MILLENEOS the express right to use in all channels, including online, Customer's company name and logo in marketing, sales, financial, and public relations materials and other communications solely to identify Customer as a MILLENEOS customer. Other than as expressly stated herein, neither party shall use the other party's marks, codes, drawings or specifications without the prior written permission of the other party.
Customer agrees to reasonably cooperate with MILLENEOS to serve as a reference account upon request.