Service Agreement

Self-service mainnet deployments

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Services

Core Service: Conduit’s proprietary cloud-based ‘rollup-as-a-service’ product, which provides a standalone execution environment for blockchain infrastructure.

Support: Standard support as set forth in the SLA (as defined in the Enterprise Terms). At any time, Conduit may engage a services provider(s) to provide such support.

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Fees and Rebates

Infrastructure Fees: Payable within thirty (30) days of receipt of invoice. Customer will be charged for the infrastructure that runs the rollup based on the hardware provisioned via the Service. Customer will be charged $3000/month (subject to increase if hardware constraints change), payable within thirty (30) days of receipt of invoice.

Additional Fees: Payable within thirty (30) days of receipt of invoice. Customer will be charged additional amounts for the: (i) setup, deployment, operation and maintenance of the rollup’s on-chain components; and (ii) operations (on or off-chain) related to the setup, deployment, operation, and maintenance of such on-chain components.

Sequencer Rebate: In connection with Conduit’s operation of the Sequencer for the Product, Conduit will rebate the Customer’s Share to Customer. Customer hereby acknowledges and agrees that other than the Customer’s Share, it shall have no rights to any other amounts arising from the operation of the Sequencer for the Product.

“Customer’s Share” means the Sequencer Revenue less (i) the Services Fee and (ii) the L1 Gas Fees. “Sequencer Revenue” means the total amount of fees collected by a Sequencer needed to effect a transaction. [“Services Fee” means the greater of (i) 2.5% of the gross Sequencer Revenue or (ii) 7.5% multiplied by an amount equal to (x) the gross Sequencer Revenue less (y) the L1 Gas Fees, such greater number determined on a regular basis by Conduit and its service providers. “L1 Gas Fees” means the required Ethereum network gas fees to submit a given transaction to Ethereum network].

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Enterprise Terms

THESE ENTERPRISE TERMS (“TERMS”) EFFECTIVE AS OF THE DATE ON WHICH YOU CLICK A BUTTON OR CHECK A BOX (OR SOMETHING SIMILAR) ACKNOWLEDGING YOUR ACCEPTANCE OF THESE TERMS OR YOU EXECUTE WITH CONDUITXYZ, INC. (“CONDUIT”) AN ORDER FORM THAT INCORPORATES THIS AGREEMENT BY REFERENCE (THE “EFFECTIVE DATE”) ARE BY AND BETWEEN CONDUIT AND THE ENTITY ON WHOSE BEHALF THE INDIVIDUAL ACCEPTING THESE TERMS ACCEPTS THESE TERMS. BY MUTUALLY EXECUTING ONE OR MORE ORDER FORMS WITH CONDUIT WHICH REFERENCE THESE TERMS (EACH, AN “ORDER FORM”), CUSTOMER AGREES TO BE BOUND BY THESE TERMS (TOGETHER WITH ALL ORDER FORMS, THE “AGREEMENT”) TO THE EXCLUSION OF ALL OTHER TERMS. IN ADDITION, ANY ONLINE ORDER FORM WHICH YOU SUBMIT VIA CONDUIT’S STANDARD ONLINE PROCESS AND WHICH IS ACCEPTED BY CONDUIT SHALL BE DEEMED TO BE MUTUALLY EXECUTED. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO BIND SUCH ENTITY TO THE TERMS OF THIS AGREEMENT. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS.

Order Forms; Access to the Services. Upon mutual execution, each Order Form shall be incorporated into and form a part of the Agreement. For each Order Form, subject to Customer’s compliance with the terms and conditions of this Agreement (including any limitations and restrictions set forth on the applicable Order Form) during the applicable Order Form Term (as defined below), Customer may, solely through Customer’s employees, consultants, contractors, and agents: (i) who are authorized by Customer to access and use the Conduit product(s) and/or service(s) specified in such Order Form (collectively, the “Services”) under this Agreement; and (ii) for whom access to the Services has been purchased hereunder (“Authorized Users”), internally access and use the Services for Customer’s internal business purposes, only as provided herein, only in accordance with Conduit’s applicable official user documentation for such Services (the “Documentation”), and on a nonexclusive, limited, personal, nonsublicensable, and nontransferable basis. The foregoing includes a limited license for Customer to install and use Conduit software in source or object code form that Conduit makes available to Customer for use in connection with the Services (“Client-Side Software”) solely in support of Customer’s authorized use of the Services. Each Authorized User must have its own unique account on the Services and Authorized Users may not share their account credentials with one another or any third party.
Restrictions.
1. Except as expressly set forth in this Agreement, Customer shall not (and shall not permit any third party or Authorized User to), directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services (except to the extent applicable laws specifically prohibit such restriction); (ii) modify, translate, or create derivative works based on the Services; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services; (iv) use the Services for the benefit of a third party; (v) remove or otherwise alter any proprietary notices or labels from the Services or any portion thereof; (vi) use the Services to build an application or product that is competitive with any Conduit product or Services; (vii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; or (viii) bypass any measures Conduit may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services). Customer is responsible for all of Customer’s and any Authorized User’s activity in connection with the Services, including but not limited to uploading Customer Data (as defined below) onto the Services. Customer (a) shall use the Services in compliance with all applicable local, state, national and foreign laws, treaties and regulations in connection with Customer’s use of the Services (including those related to data privacy, international communications, export laws and the transmission of technical or personal data laws), and (b) shall not use the Services in a manner that violates any third party intellectual property, contractual or other proprietary rights.
2. Customer represents and warrants that it is not, and for the duration of the Term will not be (a) the subject of economic or trade sanctions administered or enforced by any governmental authority or otherwise designated on any list of prohibited or restricted parties (including but not limited to the United Nations Security Council, the European Union, His Majesty’s Treasury, and U.S. Department of Treasury), or (b) a citizen, resident, or organized in a jurisdiction or territory that is the subject of comprehensive country-wide, territory-wide, or regional economic sanctions by the United Nations, European Union, any EU country, UK Treasury, or the United States, including without limitation Cuba, the Crimea, Donetsk, and Luhansk regions of Ukraine, Iran, North Korea, Russia, Syria, or Yemen.
Upgrade Keys and Rollup Keys.
1. Customer understands and agrees that the Upgrade Keys for the Customer Chain will be held by Conduit (or its service providers) and that Customer will not be entitled under any circumstances to any return of the Upgrade Keys. Customer explicitly agrees that Conduit (or its service providers) may use such Upgrade Keys to effect Upgrades. Such Upgrade Keys may be used by Conduit (or its service providers) in an Exception Event. For the avoidance of doubt, the determination as to whether an Exception Event has occurred (or will occur) will be made by Conduit (or its service providers) in their sole discretion.
2. Customer understands and agrees that the Rollup Keys for the Customer Chain will be held by Conduit (or its service providers) during the Order Form Term. If this Agreement is expired or terminated for any reason, Customer will have thirty (30) days in which to take custody of the Rollup Keys for each Customer Chain and Conduit will, itself or through its service providers, effect such transfer of custody within such 30-day period. After such 30-day period, Conduit and its service providers will have no obligations or liability of any kind with respect to such Rollup Keys.
3. Customer acknowledges and agrees that Conduit or its service providers may create pre-signed transactions, or similar measures, to pause a Bridge Contract (“Pause Permissions”) and that, if created, such Pause Permissions may be held and used by Conduit, Customer, its service providers, and/or other third parties.
4. In connection with the operation of the Customer Chain, Customer acknowledges and agrees that Conduit will deploy and maintain a smart contract for each Sequencer for the Customer Chain (the “Services Fee Smart Contract”), which, among other things, accounts for the Services Fee and the Customer’s Share.
5. The parties agree that the rights and obligations set forth in this Section 3 shall survive the termination of this Agreement.
Support; Service Levels. Subject to Customer’s payment of all applicable fees, Conduit will provide support and maintenance for the Services in accordance with Conduit's then-current Service Level Agreement (as amended from time to time), the current version of which is made available at https://conduit.xyz/sla (the "SLA") for the support package selected by Customer on the applicable Order Form (if any).
Services Updates. From time to time, Conduit (or its service providers) may provide upgrades, patches, enhancements, or fixes for the Services to its customers generally without additional charge (“Updates”), and such Updates will become part of the Services and subject to this Agreement; provided that Conduit (or its service providers) shall have no obligation under this Agreement or otherwise to provide any such Updates. Customer understands that Conduit (or its service providers) may make improvements and modifications to the Services at any time in their sole discretion; provided that Conduit shall use commercially reasonable efforts to give Customer reasonable prior notice of any major changes.
Professional Services. From time to time, Conduit (or its service providers) may perform certain professional services consisting of, by way of example, implementation, integration, or customization services (“Professional Services”) as described in an Order Form. Customer will provide Conduit (or its service providers) all reasonable cooperation required for Conduit (or its service providers) to perform the Professional Services, including without limitation timely access to any reasonably required Customer materials, information, or personnel. Subject to any limitations identified in the applicable Order Form, Customer will reimburse Conduit’s reasonable travel and lodging expenses incurred in providing Professional Services. To the extent the Professional Services result in any software code or other work product or deliverables of any kind (“Work Product”), all such Work Product will remain owned solely and exclusively by Conduit (or its service providers) and may be used by Customer solely in connection with Customer’s authorized use of the Services under this Agreement.
Ownership; Feedback. As between the Conduit and Customer, Conduit retains all right, title, and interest in and to the Services, and all software, products, works, and other intellectual property and moral rights related thereto or created, used, or provided by Conduit for the purposes of this Agreement, including any copies and derivative works of the foregoing. Any software which is distributed or otherwise provided to Customer hereunder (including without limitation any software identified on an Order Form) shall be deemed a part of the “Services” and subject to all of the terms and conditions of this Agreement. No rights or licenses are granted except as expressly and unambiguously set forth in this Agreement. Customer may (but is not obligated to) provide suggestions, comments or other feedback to Conduit with respect to the Services (“Feedback”). Conduit acknowledges and agrees that all Feedback is provided “AS IS” and without warranty of any kind. Notwithstanding anything else, Customer shall, and hereby does, grant to Conduit (and its service providers) a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up license to use and exploit the Feedback for any purpose. Nothing in this Agreement will impair Conduit’s (or its service providers') right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with any products, software or technologies that Customer may develop, produce, market, or distribute.
Fees; Payment. Customer shall pay Conduit fees as set forth in each Order Form, consisting of Subscription Fees and Usage Fees (in each case as defined in the applicable Order Form) (“Fees”). Unless otherwise specified in an Order Form, all Fees shall be invoiced at the cadence identified in the applicable Order Form and all invoices issued under this Agreement are payable in U.S. dollars within thirty (30) days from date of invoice. Past due invoices are subject to interest on any outstanding balance of the lesser of 1.5% per month or the maximum amount permitted by law. Customer shall be responsible for all taxes associated with the Services (excluding taxes based on Conduit’s net income). All Fees paid are non-refundable and are not subject to set-off. If Customer exceeds any user or usage limitations set forth on an Order Form, then (i) Conduit shall invoice Customer for such additional users or usage at the overage rates set forth on the Order Form (or if no overage rates are set forth on the Order Form, at Conduit’s then-current standard overage rates for such usage), in each case on a pro-rata basis from the first date of such excess usage through the end of the Order Form Initial Term or then-current Order Form Renewal Term (as applicable), and (ii) if such Order Form Term renews (in accordance with the section entitled “Term; Termination”, below, such renewal shall include the additional fees for such excess Authorized Users and usage.
Customer Data.
1. For purposes of this Agreement, “Customer Data” shall mean any data, information or other material provided, uploaded, or submitted by Customer to the Services in the course of using the Services.
2. Customer shall retain all right, title and interest in and to the Customer Data, including all intellectual property rights therein. Customer, not Conduit, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data. Customer represents and warrants that it has all rights necessary to provide the Customer Data to Conduit as contemplated hereunder, in each case without any infringement, violation or misappropriation of any third party rights (including, without limitation, intellectual property rights and rights of privacy).
3. Conduit shall use commercially reasonable efforts to maintain the security and integrity of the Services and the Customer Data. Conduit is not responsible to Customer for unauthorized access to Customer Data or the unauthorized use of the Services unless such access is due to Conduit’s gross negligence or willful misconduct. Customer is responsible for the use of the Services by any Authorized User and any other person to whom Customer has given access to the Services, even if Customer did not authorize such use.
4. If Customer is a controller or processor of personal data subject to (i) the General Data Protection Regulation (Regulation (EU) 2016/679) (the “EU GDPR”) and the EU GDPR as it forms part of the law of England and Wales by virtue of section 3 of the European Union (Withdrawal) Act 2018 (the “UK GDPR” and, collectively with the EU GDPR, the “GDPR”), (ii) a controller or processor of personal data subject to the Virginia Data Consumer Data Protection Act (the “VCDPA”), or (iii) is a business or service provider of personal information subject to the California Consumer Privacy Act as amended by the California Privacy Rights Act (collectively, the “CCPA”), then the Data Processing Addendum located at https://conduit.xyz/dpa (as amended from time to time) (the “DPA”) applies and is hereby included and incorporated into this Agreement.
5. Customer agrees and acknowledges that Customer Data may be irretrievably deleted if Customer’s account is ninety (90) days or more delinquent. Notwithstanding anything to the contrary, Customer acknowledges and agrees that Conduit may (i) internally use and modify Customer Data for the purposes of (A) providing the Services to Customer and (B) generating Aggregated De-Identified Data (as defined below), and (ii) freely use, retain and make available Aggregated De-Identified Data for Conduit’s business purposes (including without limitation, for purposes of improving, testing, operating, promoting and marketing Conduit’s products and services), where “Aggregated De-Identified Data” means data submitted to, collected by, or generated by Conduit in connection with Customer’s use of the Services, but only in aggregate, de-identified form that is not linked specifically to Customer.
Third Party Integrations. Customer acknowledges and agrees that (i) the Services may operate on, with or using application programming interfaces (APIs) and/or other services operated or provided by third parties (e.g., other vendors of Customer) (“Third Party Integrations”), (ii) the availability and operation of the Services or certain portions thereof may be dependent on Conduit’s ability to access such Third Party Integrations, and (iii) Customer’s failure to provide adequate access or any retraction of permissions relating to such Third Party Integrations may result in a suspension or interruption of the Services. Customer hereby represents and warrants that it has all rights, licenses, permissions and consents necessary to connect, use and access any Third Party Integrations that it integrates with the Services, and Customer shall indemnify, defend and hold harmless the Conduit for all claims, damages and liabilities arising out of Customer’s use of any Third Party Integrations in connection with or through the Services. Conduit cannot and does not guarantee that the Services shall incorporate (or continue to incorporate) any particular Third Party Integrations and does not make any representations or warranties with respect to Third Party Integrations. Customer is solely responsible for procuring any and all rights necessary for it to access Third Party Integrations (including any Customer Data or other information relating thereto) and for complying with any applicable terms or conditions thereof. Any exchange of data or other interaction between Customer and a third party provider is solely between Customer and such third party provider and is governed by such third party’s terms and conditions.
Open Source Components. Certain aspects of the Services, such as the Client-Side Software, may contain or be distributed with open source software code or libraries (“Open Source Components”). Conduit will provide a list of Open Source Components for a particular version of any distributed portion of the Services, such as the Client-Side Software, on Customer’s request. To the extent required by the license applicable to such Open Source Components: (i) Conduit will use reasonable efforts to deliver to Customer any notices or other materials (such as source code); and (ii) the terms of such licenses will apply to such Open Source Components in lieu of the terms of this Agreement. To the extent the terms of such licenses prohibit any of the restrictions in this Agreement with respect to any particular Open Source Component, such restrictions will not apply to such Open Source Component. To the extent the terms of such licenses require Conduit to make an offer to provide source code or related information in connection with the Open Source Component, such offer is hereby made.
Term; Termination.
1. This Agreement shall commence upon the date of the first Order Form, and, unless earlier terminated in accordance herewith, shall last until the expiration of all Order Form Terms. For each Order Form, unless otherwise specified therein, the “Order Form Term” shall begin as of the effective date set forth on such Order Form, and unless earlier terminated as set forth herein, (i) shall continue for the initial term specified on such Order Form (the “Order Form Initial Term”), and (ii) following the Order Form Initial Term, shall automatically renew for additional successive periods of equal duration to the Order Form Initial Term (each, an “Order Form Renewal Term”) unless either party notifies the other party of such party’s intention not to renew no later than thirty (30) days prior to the expiration of the Order Form Initial Term or then-current Order Form Renewal Term as applicable. Conduit may increase the Fees for any Order Form Renewal Term by providing written notice to Customer at least thirty (30) days prior to the expiration of the then-current Order Form Initial Term or Order Form Renewal Term as applicable.
2. In the event of a material breach of this Agreement by either party, the non-breaching party may terminate this Agreement by providing written notice to the breaching party, provided that the breaching party does not materially cure such breach within thirty (30) days of receipt of such notice. Without limiting the foregoing, Conduit may terminate, suspend or limit Customer’s and any Authorized User’s access to or use of the Services if (i) Customer’s or any Authorized User’s account is more than sixty (60) days past due, or (ii) Customer’s or any Authorized User’s use of the Services results in (or is reasonably likely to result in) damage to or material degradation of the Services which interferes with Conduit’s ability to provide access to the Services to other customers; provided that in the case of subsection (ii): (a) prior to any such suspension or limitation, Conduit shall use commercially reasonable efforts to provide notice to Customer describing the nature of the damage or degradation; and (b) Conduit shall reinstate Customer’s use of or access to the Services, as applicable, if Customer remediates the issue within thirty (30) days of receipt of such notice. In addition and notwithstanding anything to the contrary herein, Conduit may terminate this Agreement and any current Order Forms for any reason by providing Customer with ten (10) days prior written notice.
3. In addition to Section 3 and any other terms of this Agreement that explicitly survive termination, all provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, accrued payment obligations, ownership provisions, warranty disclaimers, indemnity and limitations of liability. For clarity, any services provided by Conduit to Customer, including any assistance in exporting the Customer Data, shall be billable at Conduit’s standard rates then in effect.
Indemnification.
1. Each party (“Indemnitor”) shall defend, indemnify, and hold harmless the other party, its affiliates and each of its and its affiliates’ employees, contractors, directors, service providers, suppliers and representatives (collectively, the “Indemnitee”) from all liabilities, claims, and expenses paid or payable to an unaffiliated third party (including reasonable attorneys’ fees) (“Losses”), that arise from or relate to any claim that (i) the Customer Data or Customer’s use of the Services (in the case of Customer as Indemnitor), or (ii) the Services (in the case of Conduit as Indemnitor), infringes, violates, or misappropriates any third party intellectual property or proprietary right. Each Indemnitor’s indemnification obligations hereunder shall be conditioned upon the Indemnitee providing the Indemnitor with: (x) prompt written notice of any claim (provided that a failure to provide such notice shall only relieve the Indemnitor of its indemnity obligations if the Indemnitor is materially prejudiced by such failure); (y) the option to assume sole control over the defense and settlement of any claim (provided that the Indemnitee may participate in such defense and settlement at its own expense); and (z) reasonable information and assistance in connection with such defense and settlement (at the Indemnitor’s expense).
2. The foregoing obligations of Conduit do not apply with respect to the Services or any information, technology, materials or data (or any portions or components of the foregoing) to the extent (i) not created or provided by Conduit (including without limitation any Customer Data), (ii) made in whole or in part in accordance to Customer specifications, (iii) modified after delivery by Conduit, (iv) combined with other products, processes or materials not provided by Conduit (where the alleged Losses arise from or relate to such combination), (v) where Customer or any Authorized User continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) Customer’s use of the Services is not strictly in accordance herewith.
3. THIS SECTION 13 SETS FORTH CUSTOMER’S SOLE REMEDIES AND CONDUIT’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, VIOLATE, OR MISAPPROPRIATE ANY THIRD PARTY’S INTELLECTUAL PROPERTY OR PROPRIETARY RIGHT.
Disclaimers. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.
Limitation of Liability. EXCEPT FOR THE PARTIES’ INDEMNIFICATION OBLIGATIONS AND FOR CUSTOMER’S BREACH OF SECTION 2, IN NO EVENT SHALL CONDUIT, NOR ANY OF ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT OR SERVICE PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER(II) FOR ANY IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION, OR DELAY OF THE SERVICES, BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR ANY LOSS OF GOODWILL OR REPUTATION OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE FEES PAID (OR PAYABLE) BY CUSTOMER TO CONDUIT HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER.
Material Changes to the Services. The Services may change over time, and Conduit reserves the right to introduce new features or impose limits on certain features or restrict access to parts or all of the Services. Conduit will use commercially reasonable efforts to give Customer notice prior to making a material change to the Services.
Miscellaneous. This Agreement (including all Order Forms and Exhibits hereto) represents the entire agreement between Customer and Conduit with respect to the subject matter hereof, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Customer and Conduit with respect thereto. In the event of any conflict between these Terms and an Order Form, the Order Form shall control. The Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of law rules, and the parties consent to exclusive jurisdiction and venue in the state and federal courts located in San Francisco, California. All notices under this Agreement shall be in writing and shall be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Notices must be sent to the contacts for each party set forth on the Order Form. Either party may update its address set forth above by giving notice in accordance with this section. Except as otherwise provided herein, any provision of this Agreement may be amended or waived only by a writing executed by both parties. Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party’s reasonable control, including, without limitation, the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes lock-outs or labor disruptions; any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts. Neither party may assign any of its rights or obligations hereunder without the other party’s consent; provided that Conduit may (i) assign all of its rights and obligations hereunder without such consent to a successor-in-interest in connection with a sale of substantially all of such party’s business relating to this Agreement, and (ii) utilize subcontractors in the performance of its obligations hereunder. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of either party to act with respect to a breach of this Agreement by the other party shall not constitute a waiver and shall not limit such party’s rights with respect to such breach or any subsequent breaches.
Certain Definitions. The following capitalized terms shall have the meanings ascribed in this Section 18:
1. “Bridge Contract” means a Protocol Contract connecting a blockchain to the respective blockchain that it settles on.
2. “Customer Chain” means a Rollup Stack on mainnet arising out of the Customer’s use of the Services.
3. “Exception Event” means circumstances where Upgrade Key action or inaction is necessary or appropriate to (i) prevent or respond to Security or Stability Incidents or (ii) comply with applicable law.
4. “Multisig” means the onchain address of a smart contract, which takes onchain actions when authorized by a requisite quorum of authorized onchain signatures to control Upgrades for a Customer Chain.
5. “Protocol Contracts” means the smart contracts that comprise the onchain code that powers a Customer Chain.
6. “Rollup Keys” means the set of technological permissions necessary to execute a Rollup Stack, create a Customer Chain, and maintain and upgrade the rollup stack], such that the holder(s) of the Rollup Keys will, when authorized by the requisite quorum of onchain signatures, have the capacity to execute the Rollup Stack, create the Customer Chain, and maintain and upgrade the rollup stack.
7. “Rollup Stack” means a rollup deployed on mainnet arising out of the Customer’s use of the Services.
8. “Security or Stability Incident” means anticipated or actual bugs or defects, unplanned maintenance, or stability, integrity, availability, non-repudiation or other security issues with the Rollup Stack, Protocol Contracts, or any Customer Chain.
9. “Sequencer” means the node(s) providing block production services which produces transaction confirmations and state updates, constructs and executes either (i) layer 2 blocks, and submits layer 2 block data transactions to layer 1, or (ii) layer 3 blocks, and submits layer 3 block data transactions to layer 2. “Sequence” and “Sequencing” shall have a correlated meaning with respect to the activities of such node(s).
10. “Upgrade” means using the Upgrade Keys to change, rollback, or upgrade the Protocol Contracts or permissions for certain roles (e.g., permissions for the number, or identity of, signers on a Multisig) to the extent permitted by the applicable protocol.
11. “Upgrade Keys” means the set of technological permissions necessary to Upgrade the Protocol Contracts of a Customer Chain, such that the holder(s) of the Upgrade Keys will, when authorized by the requisite quorum of onchain signatures, have the capacity to implement Upgrades.