Master Subscription Agreement
This Master Subscription Agreement (this “Agreement”) is made and entered into by and between:
- Nansen Pte. Ltd. (Company Registration Number 202032242W), a private limited company incorporated in Singapore (“Nansen”); and
- the entity named as Customer in the applicable Order Form (“Customer”),each a “Party” and collectively, the “Parties”.
- For the purposes herein, “Order Form” means an ordering document or online order in respect of one or more subscription plans (each, a “Subscription Plan”) and/or other services provided by Nansen that may be entered into between Customer and Nansen from time to time. By entering into an Order Form, Customer agrees to be bound by the terms of this Agreement which shall govern the provision of such Subscription Plan(s) and/or other services.
- This Agreement is effective between Customer and Nansen as of the date Customer executes the applicable Order Form between Nansen and Customer that references this Agreement, and shall continue until all Subscription Plans to which the applicable Order Form relates have expired or terminated or this Agreement has been terminated in accordance with the terms hereof or as otherwise agreed between the Parties.
- Nansen may from time to time amend or update the terms of this Agreement for the purposes of consistency with future developments, industry trends and/or any changes in legal or regulatory requirements as Nansen deems appropriate and will publish such amended or updated terms (“Updated Terms”) on its website together with the effective date of publication. Such Updated Terms will be effective and binding on the Parties upon publication or such other timing as Nansen may specify in connection with such Updated Terms. Customer agrees that any publication of Updated Terms in the manner as aforesaid shall constitute sufficient notice of the same to Customer, and Customer’s continued access and/or use of a Subscription Plan shall constitute an affirmative acknowledgement and acceptance by Customer of the Updated Terms.
- Nansen shall make available to Customer the number of seats in relation to each Subscription Plan as set forth in the applicable Order Form.
- Customer shall pay Nansen fees calculated in accordance with the applicable Order Form as consideration for each Subscription Plan provided and licences granted to Customer under this Agreement (the “Fees”).
- Save as otherwise set forth in this Agreement, each Subscription Plan shall begin on the date specified as the Subscription Start Date and subsist for the Subscription Period, in each case, as set forth in the applicable Order Form in respect of such Subscription Plan. Customer irrevocably commits to each Subscription Plan purchased for the entire duration of the applicable Subscription Period and will make prompt payment of the Fees whenever they fall due. Save as otherwise agreed herein, the Parties agree that all payment obligations are non-cancellable and all Fees paid are non-refundable, whether the Fees are paid upfront, on a periodic basis or otherwise.
Proprietary Rights and Licences
- Nansen shall make available to Customer such data as may be exported, downloaded or otherwise accessed by Customer via the respective Subscription Plan(s) subject to the terms and conditions of this Agreement (the “Licensed Data”).
- Subject to the terms and conditions of this Agreement, Nansen grants to Customer a limited, non-exclusive, non-transferable, and non-sublicensable licence to access and use the Licensed Data (the “Licence”) made available by Nansen in relation to a Subscription Plan for the duration of such Subscription Plan as maintained by Customer (the “Licence Term”).
- Customer acknowledges and agrees that all intellectual property rights, including any copyright or trade secret, in the Licensed Data shall remain the sole and exclusive property of Nansen. Customer has no right, title or interest in such intellectual property rights other than the limited right to use such Licensed Data as expressly set out in and subject to the terms of this Agreement.
- Customer acknowledges that suggestions, enhancement requests, recommendations, corrections or other feedback relating to the Subscription Plan(s) or Licensed Data may be provided to Nansen by Customer or its Representatives from time to time (“Feedback”), and Customer agrees to grant all rights, title and ownership in and to all such Feedback to Nansen. To the extent ownership rights are not effectively transferred to Nansen above, Customer grants to Nansen a worldwide, perpetual, irrevocable, royalty-free licence to use, distribute, disclose, and make and incorporate any Feedback into Nansen’s services, and Nansen may use the Feedback for any and all commercial and non-commercial purposes with no obligation of any kind to Customer.
Customer represents, warrants, and undertakes to Nansen that:
- The Licensed Data may only be used within Customer’s own organisation by Customer’s employees, contractors or agents acting for such purposes on Customer’s behalf (“Representatives”), in accordance with and subject to the terms of this Agreement.
- Customer shall not without Nansen’s written consent distribute, disclose or otherwise make available any Licensed Data to any third party, except to individual Representatives performing work for and on behalf of Customer to the extent that such Representatives need the Licensed Data to perform such work, and provided that such Representatives (a) only use the Licensed Data strictly in such capacities and not for any other purposes, (b) do not retain the Licensed Data, and (c) are bound by terms at least as protective of the Licensed Data as those set forth in this Agreement. Customer shall be and remain fully responsible to Nansen for any non-compliance by any of its Representatives of such terms and any other terms herein applicable to the use of or access to Licensed Data.
- Without limiting the generality of the foregoing and notwithstanding any provision of this Agreement, Customer shall not (whether directly or indirectly), and shall procure that its Representatives do not, use or permit the use of any Licensed Data (a) to prepare an original database or a comparison to other databases that are sold, rented, published, or furnished in any manner to a third party; (b) for the purpose of compiling, enhancing, verifying, supplementing, adding to, or deleting from any compilation of information that is sold, rented, published, or furnished in any manner to a third party; or (c) by voluntarily producing the Licensed Data in legal proceedings.
- Customer undertakes not to, and shall procure that its Representatives and any other person who has access to any Licensed Data or any Subscription Plan will not, “crawl”, “scrape”, “spider” or otherwise copy, extract, store or reproduce any data or content from Nansen’s websites and subdomains in any manner that Nansen deems to be fraudulent, deceptive, threatening, harmful, illegal, or otherwise objectionable in Nansen’s sole discretion. Customer shall make every effort, in accordance with the best industry practices, to secure the Licensed Data and to prevent the unauthorised access to, and use or disclosure of, the Licensed Data.
- Customer may not use any Confidential Information for any purpose other than the performance of his obligations under this Agreement, and will not disclose such Confidential Information to any person except to its directors, officers, employees, agents or advisors with a need to know such information and who are bound by obligations of confidentiality no less restrictive than those set forth in this Agreement. Customer shall be and remain fully responsible to Nansen for any non-compliance by any of such persons of such terms.
- Without limiting the obligations in Clause 6.1, Customer shall make every effort to prevent the unauthorised access to, and use or disclosure of, the Confidential Information.
- “Confidential Information” means the terms and conditions of this Agreement and all Order Forms made between Nansen and Customer, and information (whether in tangible or intangible form) provided to Customer by Nansen, including but not limited to (a) all current and future information, know-how, processes, plans and intentions, transactions or transaction details, works in progress, software, data, algorithms, techniques, methods and/or trade secrets, (b) any data or information relating to Nansen’s business, development, systems, legal, design, marketing, pricing or sales operations, and (c) any other information which may reasonably be understood to be confidential in the circumstances. Confidential Information shall include all such information disclosed, whether in writing, orally, visually, or in the form of software, models, recordings, or other items which contain such information.
- This clause shall survive the expiry or the termination of this Agreement.
- Customer agrees and acknowledges that all Subscription Plans and Licensed Data are provided by Nansen on an “as is” and “as available” basis, with no representations or warranties of any kind, express or implied. In particular, Nansen provides no representations or warranties about the accuracy, completeness, authenticity, usefulness, timeliness, reliability, availability, appropriateness, fitness for a particular purpose, merchantability, non-infringement, or sequencing of any Subscription Plan or Licensed Data, and assumes no responsibilities for the use of any Subscription Plan or Licensed Data by Customer.
- Customer shall indemnify and hold Nansen harmless from any and all liabilities, damages, claims, losses, costs and expenses (including legal fees) suffered or incurred by Nansen or any of its directors, officers, employees or agents arising from any claims, demands, proceedings, investigations or actions brought against Nansen or any such persons in relation to (i) a breach of Customer’s warranties, representations and obligations under this Agreement, or (ii) the use or disclosure of the Licensed Data by Customer or any of its directors, officers, employees, contractors, or agents, including without limitation any allegation that any intellectual property rights of a third party have been infringed due to such use or disclosure.
Limitation of Liability
- Nansen’s total liability to Customer for all claims of any kind for any damages, claims, losses, costs and expenses of any kind arising out of or in relation to the performance or breach of this Agreement shall not exceed the Fees paid under this Agreement.
- Nansen shall not be liable to Customer or any other party in any event, including in relation to this Agreement or the use of any Subscription Plan or Licensed Data, whether in contract, negligence, strict liability, tort or other legal or equitable theory, for any indirect, incidental or consequential losses or damages of any kind, including without limitation loss of use, revenue or profit arising from Customer’s use of any Subscription Plan or Licensed Data, even if advised of the possibility of such losses or damages.
Suspension, Termination and Renewal
- Nansen may suspend or terminate this Agreement, any Licence or any Subscription Plan with immediate effect should Customer fail to perform any of its obligations or breach any of the terms under this Agreement or breach or fail to comply with any applicable law or regulation (“Cause”), save that where the failure or breach is considered, at the sole discretion of Nansen, to be capable of remedy and Nansen provides notice of the same to Customer, Customer shall have a period of thirty (30) days to remedy such failure or breach before Nansen may exercise the foregoing right to such suspension or termination.
- Without prejudice to the undertakings and obligations of Customer hereunder, Nansen may suspend or terminate this Agreement, any Licence or any Subscription Plan at any time without Cause with thirty (30) days’ notice, and in any such event, Nansen will refund any Fees already paid by Customer and/or release Customer from payments of further Fees, in each case, in respect of any unused period remaining of any relevant Subscription Plan(s) to which Customer has subscribed.
- Upon any suspension, expiration or termination of a Subscription Plan for any reason, all rights and licences granted to Customer to access and use the Licensed Data supplied in relation to such Subscription Plan shall automatically cease and Customer shall immediately cease all use of such Licensed Data. Upon the suspension, expiration or termination of this Agreement for any reason, all rights and licences granted to Customer to access and use any and all Licensed Data shall automatically cease and Customer shall immediately cease all use of all such Licensed Data.
- Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional one (1) year terms, unless either Party gives the other Party written notice of its intent not to renew at least 30 days before the end of the relevant Subscription Period. Except as expressly provided in the applicable Order Form, renewal of subscriptions will be at Nansen’s applicable list price as determined by Nansen in its sole discretion for the relevant Subscription Plan in effect at the time of the applicable renewal, without any discounts or pricing incentives, including Applied Discount(s), as may be specified in the applicable Order Form.
- For the avoidance of doubt, the suspension, expiration or termination of any Subscription Plan or this Agreement shall not affect the continued operation of the provisions of this Agreement which by their nature are intended to survive such suspension, expiration or termination, including without limitation Clauses 4 to 15 of this Agreement.
Use of Name and Publicity
- Customer agrees to grant Nansen a limited, non-exclusive right and licence to use the name and logo(s) of Customer (as may change from time to time) in Nansen’s marketing materials or other oral, electronic or written promotions, including but not limited to naming Customer as a customer of Nansen’s services on the home page of Nansen’s website. In addition, the Parties may, subject to mutual agreement as to the specific content, issue joint publicity materials, including but not limited to press releases and case studies highlighting the relationship between the Parties.
- Customer shall not assign, delegate or otherwise transfer this Agreement or any right or obligation herein (including any licence) without the express prior written consent of Nansen.
Entire Agreement and Order of Precedence
- This Agreement constitutes the entire agreement and understanding of the Parties and supersedes all prior oral or written agreements, understandings or arrangements relating to the subject matter of this Agreement. In the event of any conflict or inconsistency, the order of precedence shall be: (1) the applicable Order Form, and (2) this Agreement. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.
Exclusion of Third Party Rights
- Nothing in this Agreement, express or implied, is intended to or shall confer upon any person (other than the Parties hereto) any right, benefit or remedy under this Agreement.
Governing law and Arbitration
- This Agreement shall be governed by and construed in accordance with the laws of Singapore. Any dispute arising out of or in connection with this Agreement shall be referred to and finally resolved by arbitration in Singapore administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause.
COLLECTION OF PERSONAL DATA
"Personal Data" means: (a) any data relating to an identified or identifiable natural person; or (b) “personal data,” “personal information,” “personally identifiable information” or similar term as defined under applicable data protection laws.
The amount and types of Personal Data that we collect and process depends on the nature of your interaction with us. Generally, we may collect and process the following:
- Account and profile information, such as email addresses, passwords and/or blockchain wallet addresses;
- Payment and transaction information, such as the name of the credit/debit cardholder, credit/debit card number, country, city, state, address, and/or blockchain wallet transactions. We may use third-party vendors to collect and process payment information;
- Contact information, such as usernames in third party services such as Telegram or Discord, first and last names, email addresses, professional titles, company names, and/or phone numbers;
- Technical information and usage data, such as statistical and site-related information relating to how a visitor arrived at our websites or platforms, the IP address which may provide information about precise or approximate location, device information, clickstream information and time stamp, and information about how you use our websites and services. We may automatically receive and record such information from our server logs or cookies. For more information, please see the section on Cookies below;
- Marketing and communications data, such as your preferences in receiving marketing messages from us, your communication preferences and history of communications with us, our service providers or third parties; and/or
- Other information, which may include your participation in our contests, promotions, or surveys, and photographs, videos and/or audio recordings taken by us or our representatives.
We may also collect and process information from third-party sources, which may include public records, social media platforms, and blockchain data about records or histories of transactions occurring on the applicable blockchain for a blockchain wallet address.
We may also offer features that help users invite or refer their friends or contacts to use our services, and we may collect Personal Data (such as contact details) about these invitees or referrals so we can reach out to them. Please do not refer someone to us or share their contact details or Personal Data with us unless you have their permission or consent to do so.
While labelling blockchain wallet addresses is an integral part of our business, we do not use Personal Data of our users (such as the blockchain wallet addresses in their account or profile information) to add or publish such labels or otherwise reveal the identity of any natural person as the owner of any given blockchain wallet address.
In addition, we do not take any other steps that would reveal the identity of any natural person as the owner of any given blockchain wallet address or otherwise make them identifiable (taking account of the means reasonably likely to be used to identify them). Indeed, at Nansen, we do not have the technical ability to effect any such identification of owners of blockchain wallet addresses ourselves – we have also adopted and implemented technical and organisational measures to further cement the fact that no such identification should occur in the ordinary course of our business. There may be limited exceptions to this general rule, for example, we may add labels about a high-profile public figure who has publicly declared their blockchain wallet address; however, such circumstances cover a statistically insignificant percentage of the blockchain wallet address-related information we use to provide our websites and services.
PURPOSES FOR PROCESSING OF YOUR PERSONAL DATA
Where permitted under applicable law, Nansen processes your Personal Data for the following purposes (which may apply even if you do not maintain an account or have terminated your account with us):
- providing you with products and/or services which you have purchased or requested to receive, and to personalise and customise your experience on our services, including to recommend features or content which may be relevant to you based on your usage of our services, your profile information and preferences, and other information that you submitted to us;
- for the development and improvement of our products, services, processes and/or business, such as through the use of technical and usage data, as well as aggregated, de-identified, and/or anonymized data to understand user behaviour and market trends;
- to communicate with you, such as notifying you of any service issues and account updates, handling and responding to your queries, requests, feedback and suggestions, or sending you direct marketing messages or interest-based advertising, when carried out in our legitimate interests or in accordance with applicable law;
- managing our business operations and complying with internal policies and procedures, including but not limited to keeping records for tax purposes, managing and preparing reports on incidents and accidents, protecting and enforcing our contractual and legal rights and obligations, and facilitating business asset transactions;
- complying with any applicable laws and regulations, rules, codes of practice or guidelines, or to assist in law enforcement and investigations by relevant authorities;
- facilitating your account registration and transactions, whether through verifying your blockchain wallet address or otherwise;
- matching any Personal Data held which relates to you for any of the purposes listed herein; and/or
- any other purpose relating to or reasonably necessary for any of the above.
In relation to particular products or services or in your interactions with us, we may also have provided additional "just-in-time" disclosures or specifically notified you of other purposes for which we process your Personal Data. These notices may supplement or clarify our privacy practices or may provide you with additional choices about how we process your Personal Data for these purposes as well.
DISCLOSURE OF PERSONAL DATA
Subject to applicable law, your Personal Data may be provided, for the purposes listed above (where applicable), to the following entities or parties, whether they are located overseas or in Singapore:
- any business partner, investor, assignee or transferee (actual or prospective) to facilitate business asset transactions (which may extend to any merger, acquisition or any debt or asset sale);
- our professional advisers such as our board of directors, auditors, cybersecurity consultants and lawyers;
- relevant government regulators, ministries, statutory boards or authorities and/or law enforcement agencies, to comply with any directions, laws, rules, guidelines, regulations or requests issued or administered by any of them; and/or
- any other party to whom you authorise us to disclose your Personal Data to.
We have implemented technical and organizational measures designed to protect your Personal Data from unauthorized access, use, or disclosure. However, please be aware that no method of transmission over the internet or method of electronic storage is completely secure. While we strive to use commercially acceptable means to protect your Personal Data, we cannot guarantee its absolute security, or that no malicious attacker or harmful code will enter or target our websites or services (for example, viruses, bugs, trojan horses, spyware or adware).
Our website is not intended for use by anyone under 18 years of age. If you are a parent or guardian of a child from whom you believe we have collected Personal Data in a manner prohibited by law, please contact us. If we learn that we have collected Personal Data from a child without the consent of the child’s parent or guardian as required by law, we will comply with applicable legal requirements to delete the information.
Cookies are small text files stored in your browser's file directory when you visit our websites and platforms, so that the next time you visit our website or platform, your browser will read the cookie and relay the information back to us or third party companies which provide us with web analytics and intelligence about our websites and platforms.
- as necessary in order to enable our websites and platforms to operate, for example, to enable you to log onto secure parts of our websites and platforms;
- to collate information on your search and browsing history within our websites and platforms in order to better tailor our products and services to your interests and needs, such as to personalise the websites and platforms for you and deliver prompts which may be of particular interest to you;
- to track and compile statistics about visitors who interact with the websites, platforms and other Nansen online content; and/or
- making our websites and platforms easier to use, for example, to help speed up your future interactions with our websites and platforms by storing your selected inputs so that you are not constantly asked for the same information.
Most browsers let you remove or reject cookies. To do this, follow the instructions in your browser settings. Many browsers accept cookies by default until you change your settings. Please note that if you delete or disable the cookies associated with our websites and platforms by changing the settings on your browser, this may impact your user experience while on our websites or platforms, including but not limited to your ability to enter or use certain part(s) of our websites or platforms. For more information about cookies, including how to see what cookies have been set on your browser and how to manage and delete them, visit www.allaboutcookies.org
Some Internet browsers may be configured to send “Do Not Track” signals to the online services that you visit. We currently do not respond to “Do Not Track” signals. To find out more about “Do Not Track,” please visit http://www.allaboutdnt.com
If you have registered for an account with us, you may review and update certain account information by logging into your account, or by contacting us in the manner specified below. You should ensure that all Personal Data submitted to us is accurate, true and correct, as failure on your part to do so may affect our ability to provide you with any products and/or services.
WE DO NOT TARGET OUR WEBSITES OR SERVICES AT EUROPEAN INDIVIDUALS
Please note that we do not take any deliberate steps to direct the offering of our websites or services at individuals located in the European Economic Area and/or the United Kingdom (together, “Europe”). For example, we do not accept payment for our services in the currency of any country(ies) in Europe, we do not take any steps to target sales of our services to individuals in Europe, we do not take any ‘search engine optimisation’ related steps intended to facilitate the use, promotion or availability of our websites or services by or to users in Europe etc.
In addition, we do not take any steps to monitor any behaviours of any individuals that we are aware (or have any reasonable means to be aware) occur in Europe. In particular, we do not use any Personal Data (including any such data collected through analytics technologies deployed on the website) in any way that has a specific purpose in mind, whether concerning its initial collection or any further use, that relates to any individual’s behaviour occurring within Europe.
CONTACTING US – QUESTIONS, FEEDBACK, AND EXERCISING YOUR RIGHTS
- would like to obtain access and make corrections to your Personal Data records, subject to applicable law;
- would like to withdraw your consent to any processing of your Personal Data or delete your Personal Data, subject to applicable law,
you can email us at firstname.lastname@example.org.
Please note that if you have provided your Personal Data to a third party, you should contact such third party directly.
While we respect your decision to withdraw your consent to any processing of your Personal Data, please note that depending on the nature of your request, Nansen may not be in a position to continue to provide its products or services to you, administer any contractual relationship already in place, or perform or conclude an existing or prospective agreement. This may also result in the termination of any agreements you have with Nansen, and your being in breach of your contractual obligations or undertakings. Nansen's legal rights and remedies in such event are expressly reserved. Please also note that withdrawing consent does not affect our right to continue to process Personal Data where such processing without consent is permitted or required under applicable laws.
Upon receipt of your written request, we may require reasonable time to process your request and for us to notify you of the consequences of us acceding to the same, including any legal consequences which may affect your rights and liabilities to us. In general, we shall seek to process your request within thirty (30) days of receiving it, and will inform you should we require more time or information from you to process the request (which may depend on the complexity of the request, the rights and exemptions under applicable law, and the impact on our relationship with you).
Data Protection Officer. If you need to reach our Data Protection Officer, you may contact us at email@example.com