Terms and conditions

February 8, 2024

These terms and conditions (the "Terms and Conditions") apply to Your use of the Services (as this term is defined in Paragraph 1.1 (Definitions) below) provided by Blockmate j. s. a., a company incorporated and existing under the laws of the Slovak Republic, with its registered office at Černyševského 10, Bratislava - mestská časť Petržalka, Slovak Republic, Postal Code 851 01, Identification No.: 54 114 772, registered in the Commercial Register maintained by District Court Bratislava I, Section Sja Insert No.: 194/B ("Blockmate").

The Terms and Conditions are accepted in order to access and use the Services and the Orders constitute an agreement (the "Agreement") between You as customer and Blockmate as provider.

If You do not agree to these Terms and Conditions, You cannot access and use the API or the Services.

1. Definitions and interpretation

1.1 Definitions

In these Terms and Conditions:

"API" means the application programming interface described in the API Documentation.

"API Documentation" means the documentation documenting the API, available at docs.blockmate.io.

"End User" means:

the holder of; or
other person authorised to access,

the relevant Financial Asset Account.

"End User Documentation" means:

the End User Privacy Policy; and
the End User ToCs.

"End User Privacy Policy" means the End User Privacy Policy of Blockmate available at www.blockmate.io/term/end-user-privacy-policy.

"End User Technology" means the software implementing Your Solution to be used by an End User.

"End User ToCs" means the End User Terms and Conditions of Blockmate available at www.blockmate.io/term/terms-and-conditions.

"Financial Asset Account" means:

a crypto exchange;
a custodial wallet;
a non-custodial wallet;
a non-fungible token service; or
a blockchain account,

in relation to which the Financial Data is extracted or handled by the API.

"Financial Data" means

(a) account information, including, without limitation:

account holder name;
list of crypto addresses of the account holder and other financial information tied to the respective account; and

(b) transaction history, including, without limitation, history of:

deposits;
purchases;
transfers;
swaps;
staking; and
other transaction types tied to the respective account.

"Financial Infrastructure" means:

(d) blockchains.

"GDPR" means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation.

"Home Jurisdiction" means a jurisdiction of any country or state:

(a) if You are entering into the Agreement as a legal entity:

under the laws of which You are incorporated; or
in which Your registered or factual seat is located; or

(b) if You are entering into the Agreement as an individual:

of which You are a citizen; or
where Your principal seat or permanent or factual residence is located; and

"Intellectual Property Rights" means the right to patents, trademarks, trademark registrations, service marks, service mark registrations, trade names, copyrights, licenses, inventions, software, databases, know-how, internet domain names, trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures, and other intellectual property.

"Order" means an order made by You for use of the Services:

through the Website;
by email; or
otherwise in writing,

and in each case accepted by Blockmate.

"Order Form" means the part of the Order containing inter alia Your identification information.

"Parties" means Blockmate and You.

"Partner" means the owner or the holder of the proprietary Intellectual Property Rights to the End User Technology.

"Services" means:

the API; and
additional services included in accordance with Paragraph 2.4 (Additional services) below.

"Trial Version" has the meaning ascribed to this term in Clause 3.3 (Trial version) below.

"User Account" means Your user account created via the Website.

"Website" means https://blockmate.io.

"You" means the individual or entity identified as the person making the Oder in the Order Form.

"Your Solution" means Your software (including software as a service) that uses the API.

1.2 Construction

(a) Unless a contrary indication appears, a reference in this Agreement to:

"Blockmate", "You", any "Party" or any other person will be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under the Agreement; and
a provision of law is a reference to that provision as amended or re-enacted;

(b) Section, Clause, Paragraph and Schedule headings are for ease of reference only;

references to "End User Technology" are references to Your Solution; and
references to "Partner" are references to You;

(d) each Order constitutes an integral part of the Agreement; and

(e) to the extent to which a more recent Order modifies or disapplies a provision of an older Order, such more recent Order will be deemed to have superseded each such older Order.

2. Look and feel

2.1 End User Consent

Each End User will be presented with a clear and visible consent screen which will enable such End User to acknowledge and agree that the Financial Data relating to such End User will be retrieved by Blockmate and provided to You prior to performing the Services.

2.2 Blockmate items

(a) You shall ensure that the consent screen will at all times include clear and visible links to the End User Documentation.

(b) You shall ensure that throughout the term of this Agreement the End User Technology clearly and visibly (from the perspective of the respective End User) display a notice that the Services are performed by Blockmate by:

displaying the business name and logo of Blockmate; and
in each case in a manner not misleading to the respective End User.

(c) In order for You to comply (and solely for this purpose) with the obligation set out in Paragraph (b) above, Blockmate grants You its consent to display trademark and logo of Blockmate in a form and specification provided to You by Blockmate.

(d) Blockmate will have the right to provide You with additional binding instructions to use the Services and You undertake to comply with such instructions immediately.

2.3 API limitations

(a) Provision of the Services is subject to API connections established and maintained between Financial Infrastructure and Blockmate.

(b) Blockmate shall keep an updated list of established connections available on its website.

(c) You acknowledge that provision of the Services is dependent on the Financial Infrastructure in respect of initial access to Financial Data, and therefore, Blockmate cannot guarantee the availability or quality of such elements of the Services that are outside of control of Blockmate.

(d) Specific API functionality and API responses may differ based on the type of Your subscription as these are specified in Your relevant Order.

(e) Functionality of the API may be subject to such other limitations as may be set out in the API Documentation.

2.4 Additional services

(a) The Services may include additional API services (including data cleansing, transaction categorization, data enrichment, which are performed after retrieval of the Financial Data).

(b) You may choose to enable additional services at Your sole discretion. Additional services may be subject to fees which will be presented or communicated to You prior to enabling a specific service.

3. Licence and intellectual property

3.1 License grant

(a) Blockmate hereby grants You a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the API, and the outputs obtained as a result of using the API during the term of the Agreement and according to terms of the Agreement.

(b) The license set out in Paragraph above is granted for free, without prejudice to Your obligation to pay the fees for use of the Services in accordance with the terms of the Agreement.

3.2 Rights retentions

You acknowledge and agree that Blockmate retains all rights, title and interest in and to all intellectual property objects related to the API and other Services and any improvements or upgrades to the API and other Services developed from or derived from the Financial Data.

3.3 Trial version

Blockmate, acting in its sole discretion, can allow You to use the Services (in a full or limited extent) for free for a limited period of time (a "Trial Version"). This period, along with other terms of use of such Trial Version, will be specified in the Order relating to such Trial Version.

3.4 Third party components

You acknowledge that the Services may contain third-party intellectual property, which is not owned by Blockmate, and may be subject to additional restrictions imposed by the third-party intellectual property licensor set out in the API Documentation. You agree to abide by such additional restrictions.

4. Services

4.1 Use of Services

You shall use the Services only for the purposes that are permitted by Blockmate and as described in this Agreement and the API Documentation. You shall not, either directly or indirectly (except as expressly permitted in this Agreement or by Blockmate in writing):

reverse engineer, disassemble, decompile or otherwise attempt to derive source code from the API;
modify, adapt, translate, or create derivative works based on the Services;
use the Services to store or transmit infringing or otherwise unlawful or tortious material, malicious code, worms, viruses, Trojan horses, or any other malware, disruptive or harmful software;
interfere with or disrupt the integrity or performance of the Services or third-party data contained in the API;
permit direct or indirect access to the Services and other intellectual property or content in a way that circumvents any restrictions built into the API;
attempt to gain unauthorised access, breach, override or otherwise circumvent any authentication or security mechanisms to the Services as well as other intellectual property of Blockmate or its licensors, the Financial Infrastructure or related systems or networks;
disseminate, market, license, sub-license, sell, resell, lease, transfer, assign, distribute, timeshare, let, rent or sub-authorize any element of the Services except as expressly permitted under this Agreement or by Blockmate in writing.

5. Payments, taxes, and refunds

5.1 Payments

The Services are, or may in the future be, subject to payment of fees. Where this is the case, such fees will be presented to You in the respective Order or otherwise in the process of registering or using the Services.
Fees and accompanying payment terms so presented constitute a part of the Agreement. The relevant charges may be payable in advance, in arrears, per usage, or as otherwise described by Blockmate.
By accessing and using the Services, You agree to the applicable fees at the then-current prices of Blockmate indicated by Blockmate and authorize Blockmate to charge You by issuing an invoice or by integrated payment solutions.

5.2 Taxes

Unless expressly stated otherwise, all the monetary sums contained in the Agreement are stated without value-added tax and any other taxes.
You shall make all payments to be made by You without any tax deduction unless such tax deduction is required by applicable law.
If a tax deduction is required by the applicable law to be made by You, the amount of the payment due from You shall be increased to an amount which (after making any tax deduction) leaves an amount equal to the payment which would have been due if no tax deduction had been required.

5.3 Refunds

All fees paid under this Agreement are non-refundable.

6. Liability and warranties

6.1 As is basis

The Services are provided on an "as is" and “as available” basis, without warranties of any kind. Blockmate does not accept and specifically disclaims any liability or responsibility for any use of or reliance on the Services, the content of the Services or outputs from the Services. Blockmate will not be liable for any disruptions or delays in the provision of the Services. You are aware that Blockmate does not have any control over the data maintained by Financial Infrastructure and account servicing payment service providers and acknowledge that Blockmate makes no warranty in respect of the quality of the Financial Data, nor of it being accurate or complete.

6.2 Your services

You acknowledge and agree that You are solely responsible for the provision of Your own services, and undertake to ensure that Your services are provided in compliance with applicable laws and regulations at all times. Blockmate does not assume and specifically excludes any liability towards stability or availability of Your Solution, Your services or the End User Technology.

6.3 Data safety

You shall not commit any actions or omission that would endanger the safety of the API or the Services or the personal or other data transferred in the course of the provision of Services. If You commit any acts or omissions that endanger the safety of the API or the Services or the data transferred in the course of the provision of Services, You will assume full responsibility for such acts and omissions and any and all losses and damages thereby caused to Blockmate or third parties. If Blockmate has any indication of a security breach or any suspicious or unusual activity, it has the right to unilaterally shut down or terminate or suspend Your use of the Services until clarifying the circumstances. Blockmate shall inform You of any such events as well as of restoring the Services without undue delay and will carry out all necessary actions in accordance with the Privacy Policy and applicable laws to ensure the safety of personal data in possession of Blockmate.

6.4 Liability disclaimer

Blockmate expressly disclaims any liability, in respect of any damage, expense or other loss arising from accessing and using the Services, including any decisions or outcomes of decisions that You make or the Partner or any third party makes or may make based on the result of using the Services or any information provided to You by Blockmate. Without prejudice to other exclusions of liability contained in the Agreement, Blockmate will under no circumstances be liable for loss of profit or any other indirect damages or loss, including any liability to compensate a third party.

6.5 Limitation of liability

Notwithstanding anything to the contrary in this Agreement, the aggregate liability of Blockmate arising under or in connection with this Agreement will always be limited to a total sum equal to the fees paid by You and irrevocably received by Blockmate during the calendar year in which the relevant harmful event occurred. Any claims for damages under or in connection with the Agreement must be presented to Blockmate no later than on the day falling three months after You become aware of the basis for the claim, however never later than six (6) months from the expiration or termination of Your use of the Services.

6.6 Services interruptions

Blockmate shall take reasonable effort to settle any interruptions in the Services. In case of any planned technical works that may cause interruption of the Services, Blockmate will notify You via email before commencement of the planned technical works. In case of unexpected interruptions relating to the Financial Infrastructure, Blockmate will notify You via email without undue delay after becoming aware of any interruptions.

7. Indemnity

You shall indemnify and hold Blockmate and its directors, employees, affiliates, advisors and agents (jointly the "Protected Parties") harmless from all claims and all direct, indirect or consequential liabilities (including loss of profits, loss of business, depletion of goodwill and similar losses), costs, proceedings, claims, damages and expenses (including legal and other professional fees and expenses) awarded against or incurred by, the respective Protected Party, as a result of or in connection with Your failure to comply with the terms of the Agreement and/or applicable laws.

8. Representations

By agreeing to these Terms and Conditions, You represent that:

8.1 General representations

You are entering into the Agreement in Your capacity of an entrepreneur and solely in relation to Your business activity.
You have the power to own Your assets and carry on Your business as it is being conducted.
The obligations expressed to be assumed by You in the Agreement are legal, valid, binding and enforceable obligations.
Your entry into and performance by You of, and the transactions contemplated by, the Agreement do not and will not conflict with any law or regulation applicable to You.
You have the power to enter into and perform the Agreement and the transactions contemplated by the Agreement.
You are not in breach of any of the obligations arising under or in connection with this Agreement.
You are not insolvent under the laws of Your Home Jurisdiction.
The choice of the governing law of the Agreement will be recognised and enforced in Your Home Jurisdiction.
Any judgment obtained in relation to the Agreement in the jurisdiction of the governing law of the Agreement will be recognised and enforced in Your Home Jurisdiction.
If You are entering into the Agreement as an individual, You are older than the higher of the following:

eighteen (18) years of age; or
such other minimum age as may be required under the laws of Your Home Jurisdiction for You to validly enter into this Agreement and assume the obligations arising under this Agreement.

If You are entering into the Agreement as a legal entity, You have taken all action necessary to authorise Your entry into and performance of the Agreement and the transactions contemplated by the Agreement.

8.2 Repetition

Each representation is:

made on the date of the Agreement; and
deemed to be repeated, in each case by reference to the facts and circumstances existing at the last day of each calendar month throughout the term of the Agreement.

9. Privacy

9.1 Personal data treatment

When performing the Services, Blockmate and You will be considered as separate data controllers for the purposes of the GDPR. Once the Financial Data is transferred to You, You act as an independent data controller.
Blockmate confirms that where data processed and stored by Blockmate is personal data pursuant to the GDPR, Blockmate will process such personal data in accordance with the GDPR and the applicable personal data protection laws.
You undertake to collect, use or otherwise process personal data contained in Financial Data in accordance with the GDPR and other applicable data protection laws.
To provide Services, Blockmate will collect and process certain personal data from You and about You. Blockmate will process such data according to practices described in the Privacy Policy. By entering into this Agreement, You accept and agree to the terms and conditions of the Privacy Policy and that Blockmate may process Your data for the purpose of providing the Services and other purposes stated in the Privacy Policy.

9.2 Unauthorised access

Blockmate shall notify You promptly upon becoming aware that the Financial Data has been disclosed to an unauthorised third party due to an incident.

10. Changes

Blockmate has the right to change the Terms and Conditions at any time. In case of amending the Terms and Conditions, Blockmate will make the proposed amendment to the Terms and Conditions available on the Website, via email or other means of electronic communication. You may be asked to accept any changes made, but it is Your responsibility to check the terms of this Agreement periodically. Your continued use of the Services following notification of any changes to the Terms and Conditions constitutes a deemed acceptance of those changes. If You do not accept the amended Terms and Conditions, Blockmate has the right to terminate this Agreement.

11. Confidentiality

11.1 Confidentiality undertaking

You undertake not to disclose the Financial Data, any personal data or any other confidential information which You have obtained from Blockmate in connection with the Services to any third person other than to the Partner in connection with provision of Your services directly relating to Your Solution, or unless otherwise specifically set forth in the Agreement and/or the Privacy Policy. The Parties agree that all information exchanged in connection with the Services shall be processed in accordance with applicable laws and regulations, this Agreement and the Privacy Policy. Confidential information includes any data and/or information that is proprietary to You or Blockmate and not generally known to the public, regardless of the medium in which it has been recorded or preserved, whether oral, written or otherwise, whenever and however, disclosed by a Party to the other Party or which has become known to a Party in any other manner pursuant to or in connection with the Agreement.

11.2 Permitted disclosure

1. Disclosure will not be considered as a breach of the Agreement in the following cases:

Confidential information is disclosed by a Party after this confidential information has become publicly known otherwise than as a result of a breach of confidentiality undertaking by the relevant Party;
Confidential information is disclosed in order to comply with applicable law or an order of a court or other competent public authority, in which case, to the extent permissible under the applicable law, the Party making such disclosure shall provide the other Party with a notice of such disclosure reasonably in advance prior to making such disclosure;
Confidential information is disclosed to auditors of the Party for the purposes of conveying of statutory audit;
Confidential information is disclosed to an official securities exchange on which securities issued by the relevant Party or its controlling entities are listed, in each case in accordance with the rules of such official securities exchange;
Confidential information is disclosed to the sub-contractor and/or sub-processor of Blockmate engaged by Blockmate; and
Blockmate, for marketing purposes, discloses publicly or to third parties that You use, or that the Partner uses, the Services.

2. In addition to the disclosures permitted under Paragraph (a) above, Blockmate may disclose confidential information to its professional advisors who are bound by a confidentiality obligation. Blockmate shall ensure that its advisors to whom Blockmate discloses confidential information, use the data only to the extent necessary for the performance of the Services, this Agreement, Privacy Policy or within their mandate.

11.3 Confidentiality period

Parties undertake to respect the confidentiality rules set forth in the Agreement, while the Agreement is in force, as well as after termination of the Agreement without any time limit after the termination.

12. Assignment

You may assign Your receivables or other rights arising under or in connection with the Agreement only with prior written consent of Blockmate.

13. Communication

13.1 Notices

Notices made under or in connection with the Agreement will be sent to:

in relation to You, to the email address provided by You as Your contact email in the Order Form; and
in relation to Blockmate, to dpo@blockmate.io, or such other email address as may be notified to You by Blockmate.

13.2 Alternative delivery

Blockmate may deliver You a notice by standard mail to the address:

provided by You as Your address in the Order Form; or
registered as Your registered office in a public register.

13.3 Delivery

Any communication made in accordance with this Clause 13 will be delivered when actually received by the addressee. Notwithstanding the preceding sentence, each communication made:

pursuant to Paragraph 13.1 (Notices) above, will be deemed to be delivered to the addressee by no later than on the day of its dispatch; and
pursuant to Paragraph 13.2 (Alternative delivery) above will be deemed to be delivered to the addressee by no later than on the day falling four days from its dispatch with duly paid postage.

14. Term and termination

14.1 Term

The Agreement comes into force when You accept the terms and conditions herein and shall remain in force until the Agreement is terminated.

14.2 Termination by You

You may terminate the Agreement at any time by following the cancellation procedure set out on the Website.

14.3 Termination by Blockmate

You acknowledge and agree that Blockmate has the right to terminate or suspend this Agreement and/or Your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately.

14.4 Effect of termination

(a) You expressly acknowledge and agree that termination or suspension of the Agreement, whether by You, by Blockmate or by operation of law or other event, and regardless of whether for cause or without a cause, will not give rise to a right of You, the Partner or any third party to obtain a refund or surrender by Blockmate of any fees paid by You under or in connection with the Agreement.

(b) Termination of the Agreement does not affect:

right to receive fees, performance of obligation on account of damages or indemnity, that has in each case arisen prior to such termination; and
all provisions of the Agreement, which by their nature should survive termination, including, without limitation, Clause 7 (Indemnity) above and Clauses 11 (Confidentiality) to 16 (Jurisdiction).

14.5 User inactivity

In case of inactivity for more than three months, Blockmate may delete Your User Account at its sole discretion.

15. Governing law

The Agreement and any contractual and non-contractual obligations arising out of or in connection with the Agreement are governed by the laws of the Slovak Republic.

16. Jurisdiction

The courts of the Slovak Republic have exclusive jurisdiction to settle any dispute arising out of or in connection with the Agreement (including a dispute relating to the existence, validity or termination of the Agreement.