Welcome to The Graph ("Us" or "Our" or "We")
Website and thank You for visiting.
LAST UPDATED: February 10, 2022
The Graph Website is offered by The Graph Foundation. The Graph Foundation stewards The Graph ecosystem and supports the decentralized network. The “Services” refer to any services that we and/or our affiliates may make available to you including any services we may provide through our website at the https://thegraph.com or through any other means, The Graph’s decentralized network (“The Graph Network”), any associated websites (collectively, the “Site”), any mobile or decentralized applications (collectively, the “Apps”), any application programming interface (“API”), or any direct assistance you accept from us around the use of or migration to The Graph Network (“Direct Assistance”).
For the purposes of these Terms:
“The Graph,” "us," "our," or "we" refers to The Graph Foundation and/or our affiliates and, solely with respect to Direct Assistance, Edge & Node Ventures, Inc.;
“You” and “your” refers to anybody who accesses or uses, in any way, the Services (as defined below); and
If you are accessing or using and accessing the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms and, in that case, “you” and “your” will refer to that entity.
READ THESE TERMS CAREFULLY BEFORE USING OR ACCESSING THE SERVICES. YOU CANNOT USE OR ACCESS THE SERVICES IF YOU DO NOT ACCEPT THESE TERMS. IMPORTANT NOTICE REGARDING ARBITRATION FOR U.S. CUSTOMERS: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND THE GRAPH THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 17 “DISPUTE RESOLUTION AND ARBITRATION; CLASS ACTION WAIVER” BELOW FOR DETAILS REGARDING ARBITRATION.
2. Changes to Terms or Services. We may update the Terms at any time, in our sole discretion. If we do so, we’ll deliver a notice either by posting the updated Terms on the App or through other communications. It’s important that you review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms, you are agreeing to be bound by the updated Terms. If you don’t agree to be bound by the updated Terms, then you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion. Continued access and use of the Services following notice of any such modifications indicates You acknowledge and agree to be bound by the modifications.
3. Eligibility. You may use the Services only if you are at least 13 years of age (or such other minimum age at which you can provide consent to data processing under the laws of your territory), and not otherwise barred from using and accessing the Services under applicable law. If you are not yet 18 years old, you must have the permission of an adult to access and use the Services and agree to these Terms, and that adult must be a parent or legal guardian who is willing to be responsible for your use of the Services.
In addition, you represent to us that you and your financial institutions, or any party that owns or controls you or your financial institutions, are (1) not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, or other applicable government authority and (2) not located in any country to which the United States has embargoed goods or has otherwise applied any sanctions.
4. Creating an Account.
(a) General. In order to use or access certain parts of the Services, you must successfully register an account with us (“Account”). It’s important that you provide us with accurate, complete and current account information and keep this information up to date. If you don’t, we might have to suspend or terminate your Account. To protect your Account, keep the Account details and password confidential, and notify us right away of any unauthorized use. You’re responsible for all activities that occur under your Account. Your Account is separate from any account you may have, for example, with a compatible and eligible third-party cryptocurrency service through which you maintain a separate cryptocurrency wallet (each a “Third-Party Wallet”). Such Third-Party Wallets must be compatible with the Ethereum public blockchain. If you’re using your Account to create an API key for query fee payments, you must ensure that you add GRT to the billing smart contract. Otherwise, your API key will not support queries.
(b) Third-Party Services. You may register for the Services using third-party services (e.g., GitHub). If you choose the third party account option, for example via your GitHub account, we’ll create your Account by extracting from your GitHub account certain personal information such as your name and email address and other personal information that your GitHub account privacy settings permit us to access. Please remember that the manner in which third party services use, store and disclose your information is governed solely by the policies of such third parties, and The Graph shall have no liability or responsibility for the privacy practices or other actions of any third party site or service that may be enabled within the Services.
(c) Keep Your Information Accurate and Current. It’s important that you provide us with accurate, complete, and up-to-date information for your Account. You also agree to update such information to keep it that way. If you don’t, we may suspend or terminate your Account. You agree that you will not disclose your Account password to anyone, and to notify us immediately of any unauthorized use of your Account.
You are responsible for all activities that occur under your Account and in connection with your Third-Party Wallet and wallet, whether or not you know about them. If you believe that your Account is no longer secure, then you must immediately notify us at our Support Email Address. It is also your sole responsibility to keep your login details to your wallets secure and ensure that they are not disclosed to anyone. In the event any third-party gains access to your login details in any way, we will not be responsible for any misuse of your wallet or the related funds.
(d) No Account Sharing. You may not sell, rent, lease, share or provide access to your Account to anyone else. We reserve all available legal rights and remedies to prevent unauthorized use of our Services, including, but not limited to, technological barriers, IP mapping, and, in serious cases, directly contacting your Internet Service Provider regarding such unauthorized use.
(e) No False Accounts. You may not create an Account for anyone else or create an Account in a name other than your own.
5. Services and Integrating an Electronic Wallet. You will not be able to engage in certain parts of the Services other than through MetaMask or another Ethereum-compatible wallet provider. The Services will only recognize you as a user, and you will only be able to fully engage with the Services, if your Third-Party Wallet is connected and unlocked, or otherwise linked to the Services.
GENERAL. YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING THE SECURITY OF YOUR ACCOUNT, ANY ASSOCIATED CREDENTIALS INCLUDING YOUR THIRD-PARTY WALLET ACCOUNT. FAILURE TO DO SO MAY RESULT IN THE LOSS OF CONTROL OF ANY GRT ASSOCIATED WITH YOUR ACCOUNT.
You are responsible for implementing all appropriate measures for securing your Account, including any credentials or and any other data that can be used to access the electronic wallet or Account.
You acknowledge and agree that you are solely responsible for evaluating and adopting security procedures to secure and recover your Account and any GRT associated therewith. As such, you agree that we shall not be liable for any failure of any security procedures or any other acts or omissions which may result in your loss of access to your Account or associated GRT.
The Graph does not receive or store your electronic wallet or Account credentials (collectively, your “Credentials”). Therefore, we cannot assist you with the retrieval of such Credentials if you lose them. You are solely responsible for remembering your Credentials. If you have not safely stored a backup of any Credentials, you accept and acknowledge that any GRT you have associated with your Account will become inaccessible if you do not remember your Credentials.
6. Our Rights. All title, ownership and intellectual property rights in and to the Services are owned by The Graph or its licensors, unless otherwise stated. You acknowledge and agree that the Services contain proprietary rights that are protected by applicable intellectual property and other laws. Except as expressly authorized by us, you agree not to copy, modify, rent, lease, loan, sell, distribute, perform, display or create derivative works based on the Services, in whole or in part.
7. Rights and Terms for Services. If you comply with these Terms, The Graph grants to you a limited non-exclusive, non-transferable license, with no right to sublicense, to download and install the Services on your personal computers, mobile handsets, tablets, wearable devices, and/or other devices and to run the Services solely for your own personal non-commercial purposes. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the Services; (ii) distribute, transfer, sublicense, lease, lend or rent the Services to any third party; (iii) reverse engineer, decompile or disassemble the Services (unless applicable law permits, despite this limitation); or (iv) make the functionality of the Services available to multiple users through any means.
8. User Submissions. If you create an Account, you may be allowed to access and use the Services to create a “Subgraph” (an open API for querying blockchain data) or to otherwise submit feedback, information, data, text, software, messages, or other materials (each, a "User Submission"). You grant to us a non-exclusive, transferable, worldwide, perpetual, irrevocable, fully-paid, royalty-free license, with the right to sublicense, under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the User Submissions for any purpose.
9. Account and User Submissions.
(a) Ownership. As between you and us, we or our licensors will own all right, title and interest in and to the User Submissions and all other software and materials used to provide the Services.
(b) License Grant. Subject to your compliance with these Terms, we hereby grant you a limited, non-transferable, non-sub-licensable, non-exclusive, revocable, royalty-free license to download, use, and copy the User Submission solely for purposes of participating in the Services, and for no other purpose.
(c) License Restrictions. You acknowledge and agree that you have no right to and will not distribute or make the User Submission available on a stand-alone basis. You will not (a) transfer, sublicense, lease, lend, rent, upload to or host on any website or server, sell or otherwise distribute the User Submission to any third party; or (b) make the functionality of the User Submission available to multiple users through any means, including, without, limitation, by uploading the User Submission to a network or file-sharing service or through any hosting, application services provider, service bureau or any other type of services. You will not modify, translate, reverse engineer, decompile or disassemble the User Submission. You will not remove, alter or obscure any copyright or other proprietary notice (or any source identifier) included in or with the User Submission. All rights and licenses not expressly granted in these Terms are reserved and no other licenses or rights, express or implied or by estoppel, are granted.
10. General Prohibitions and Company’s Enforcement Rights.You agree not to do any of the following:
(a) Tamper with or hack the Services, the Graph computer systems, or the technical delivery systems of The Graph Network;
(b) Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services or Graph network;
(c) Impersonate or misrepresent your affiliation with any person or entity;
(d) Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure designed or intended to secure or protect any video content stored, processed, streamed, or distributed through The Graph Network;
(e) Access, copy, distribute, or publish any video content included in any video workloads processed through The Graph Network;
(f) Forge, counterfeit, or attempt to use any fake, counterfeit, or unauthorized GRT or other tokens to access or participate in the Services, or use any methods to generate or obtain disbursements other than the authorized methods as described in the Services;
(g) Adversely affect the goodwill of the Services or The Graph Network;
(h) Violate any applicable law or regulation; or
(i) Encourage or enable any other individual to do any of the foregoing.
Although we are not obligated to monitor access to or participation in the Services, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to suspend or terminate the Services at any time and without notice. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
11. Links to Third Party Websites or Resources.The Services (including The Graph Network Site) may contain links to third-party websites or resources. Such links are provided only as a convenience and we are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party websites or resources.
12. Termination.We may terminate your access to and use of the Services or Account, at our sole discretion, at any time and without notice to you. You may terminate your use of the Services by withdrawing your GRT Tokens at any time. Upon any termination, discontinuation or cancellation of the Services, the following Sections will survive: 5, 6, 7, 8, 9, 10, 13, 14, 15, 16, and 17.
13. Warranty Disclaimers.
(a) THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of the Services or The Graph Network. You acknowledge and agree that you participate in the Services at your own risk and expense, and that we make no guarantee or representation that you will receive any compensation or disbursements as a result of your participation.
(b) YOU ACCEPT AND ACKNOWLEDGE THAT THERE ARE RISKS ASSOCIATED WITH PARTICIPATING IN THE SERVICES INCLUDING, BUT NOT LIMITED TO, THE RISK OF FAILURE OF HARDWARE, SOFTWARE AND INTERNET CONNECTIONS, THE RISK OF MALICIOUS SOFTWARE INTRODUCTION, LOSS OF THE GRT TOKENS INCLUDED IN YOUR SUBGRAPH AND LOSS OF THE ABILITY TO ACCESS SUCH TOKENS, LOSS OF OWNERSHIP OF YOUR SUBGRAPH AND LOSS OF THE ABILITY TO ACCESS YOUR SUBGRAPH, LOSS OF THE CURATION SHARES OF YOUR SUBGRAPH AND LOSS OF THE ABILITY TO ACCESS SUCH SHARES, LOSS OF ANY MULTISIGNATURE THIRD-PARTY WALLETS YOU RECEIVE FROM US IF YOU HAVE CHOSEN TO RECEIVE DIRECT ASSISTANCE OR LOSS OF ACCESS TO SUCH WALLETS, AND THE RISK THAT THIRD PARTIES MAY OBTAIN UNAUTHORIZED ACCESS TO INFORMATION STORED WITHIN YOUR ACCOUNT OR ON THE GRAPH NETWORK. YOU ACCEPT AND ACKNOWLEDGE THAT WE WILL NOT BE RESPONSIBLE FOR ANY LOSSES, FAILURES, DISRUPTIONS, ERRORS, DISTORTIONS OR DELAYS YOU MAY EXPERIENCE WHEN PARTICIPATING IN THE SERVICES, INCLUDING ANY LOSS OF GRT TOKENS OR FUNDS, HOWEVER CAUSED.
(c) YOU ACCEPT AND ACKNOWLEDGE THAT THIRD PARTIES MAY GAIN UNAUTHORIZED ACCESS TO API KEYS PROVIDED TO YOU AS PART OF THE SERVICES. YOU ACCEPT AND ACKNOWLEDGE THAT WE WILL NOT BE RESPONSIBLE FOR ANY LOSSES, FAILURES, DISRUPTIONS, ERRORS, DISTORTIONS OR DELAYS YOU MAY EXPERIENCE WHEN PARTICIPATING IN THE SERVICES, INCLUDING ANY LOSS OF GRT TOKENS OR FUNDS, CAUSED BY SUCH UNAUTHORIZED ACCESS. YOU ACCEPT AND ACKNOWLEDGE THAT YOU WILL BE RESPONSIBLE FOR ANY GRT QUERY FEES OWED AS A RESULT OF SUCH UNAUTHORIZED ACCESS.
(d) YOU ACCEPT AND ACKNOWLEDGE THAT THERE ARE RISKS ASSOCIATED WITH UTILIZING THE GRAPH NETWORK, INCLUDING, BUT NOT LIMITED TO, THE RISK OF UNKNOWN VULNERABILITIES IN OR UNANTICIPATED CHANGES TO THE GRAPH NETWORK PROTOCOL. YOU ACKNOWLEDGE AND ACCEPT THAT WE HAVE NO CONTROL OVER ANY CRYPTOGRAPHIC TOKENS, INCLUDING GRT, ANY SUBGRAPHS UTILIZED ON THE GRAPH NETWORK, AND ANY CURATION SHARES OF ANY SUBGRAPHS, AND THAT WE WILL NOT BE RESPONSIBLE FOR ANY HARM OR LOSS OCCURRING AS A RESULT OF SUCH RISKS. You have a sufficient understanding of the functionality, usage, storage, transmission mechanisms, and other material characteristics of cryptographic tokens, token storage mechanisms (such as token wallets), distributed ledger technology, and decentralized software systems to understand the terms of the Services and to appreciate the risks and implications relating to the Services and the GRT Tokens.
(e) YOU ARE SOLELY RESPONSIBLE FOR THE PROPER CREATION, STORAGE, BACKUP, TRANSFER AND OTHER USE OF YOUR GRAPH ACCOUNT, YOUR GRT AND OTHER CRYPTOGRAPHIC TOKENS, YOUR SUBGRAPHS, YOUR CURATION SHARES, EVEN IF YOU ACCEPT OUR DIRECT ASSISTANCE IN USING OR MIGRATING TO THE GRAPH NETWORK. YOU ARE SOLELY RESPONSIBLE FOR PROPER CREATION, STORAGE, BACKUP, TRANSFER AND OTHER USE OF ANY MULTISIGNATURE THIRD-PARTY WALLETS THAT YOU MAY RECEIVE FROM US IF YOU HAVE CHOSEN TO RECEIVE DIRECT ASSISTANCE. WHEN TRANSFERRING GRT TOKENS, PLEASE VERIFY THE ADDRESS YOU HAVE SPECIFIED FOR ACCURACY AND ENSURE THAT THERE ARE NO TYPOS, ERRORS OR INACCURACIES. YOU ASSUME FULL RESPONSIBILITY AND LIABILITY FOR ANY LOSSES FROM ANY INTENTIONAL OR UNINTENTIONAL MISUSE OF YOUR GRAPH ACCOUNT, INCLUDING ANY LOSS RESULTING FROM DESIGNATING A NON-GRT COMPLIANT WALLET FOR THE RECEIPT OF TOKENS, DEPOSITING OR STAKING GRT TOKENS TO A NON-GRT COMPLIANT WALLET OR NON-EXISTENT WALLET, ERRORS OR TYPOS IN ANY WALLET ADDRESSES THAT YOU PROVIDE TO ANYONE, OR FAILURES TO PROPERLY FUND THE GRAPH’S BILLING SMART CONTRACT SO THAT YOUR API KEY SUPPORTS QUERIES. WE WILL NOT BE LIABLE TO YOU FOR ANY LOSSES ARISING OUT OF OR IN CONNECTION WITH (I) ACTS OR OMISSIONS BY YOU, (II) SOFTWARE BUGS, ERRORS, OR DOWNTIME IN THE GRAPH NETWORK OR THE BLOCKCHAIN NETWORK UNDERLYING THE GRT TOKEN, (III) FORKS TO THE GRAPH NETWORK OR THE GRT TOKEN, OR (IV) HACKS OR CYBERSECURITY BREACHES BY A THIRD PARTY.
(f) THERE IS NO ASSURANCE THAT ANY OF THE SERVICES WILL FUNCTION OR OPERATE AS EXPECTED. IN ADDITION, YOUR GRT TOKENS MAY BE SUBJECT TO LOSS, INCLUDING A TOTAL LOSS, DUE TO SOFTWARE BUGS, ERRORS, TECHNICAL DIFFICULTIES, OR OTHER ACTIONS OR OMISSIONS OF THIRD PARTIES, YOUR TOKEN WALLET SOFTWARE, OR THE UNDERLYING BLOCKCHAIN NETWORK.
(g) WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR AND WILL NOT BE LIABLE TO YOU FOR YOUR PARTICIPATION IN THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (A) USER ERROR SUCH AS FORGOTTEN PASSWORDS, LOST OR MISSING PRIVATE KEYS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (B) SERVER FAILURE; (C) CORRUPTED WALLET FILES; (D) UNAUTHORIZED ACCESS TO APPLICATIONS; OR (E) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTE FORCING OR OTHER MEANS OF ATTACK AGAINST THE SERVICES OR THE GRAPH NETWORK.
(h) WE MAKE NO WARRANTY THAT THE SERVICES, INCLUDING THE SERVERS THAT MAKES THE SERVICES AVAILABLE, ARE FREE OF VIRUSES OR ERRORS, THAT THE GRAPH NETWORK WILL BE UNINTERRUPTED, OR THAT DEFECTS WILL BE CORRECTED. WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS OF ANY KIND, FROM ACTION TAKEN, OR TAKEN IN RELIANCE ON MATERIAL, OR INFORMATION, CONTAINED OR MADE AVAILABLE THROUGH THE SERVICES.
14. Indemnity.You will defend, indemnify and hold harmless us and our officers, directors, employees and agents from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with your violation of these Terms.
15. Limitation of Liability.You will defend, indemnify and hold harmless us and our officers, directors, employees and agents from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with your violation of these Terms.
(a) NEITHER WE NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE OR ANY OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
(b) IN NO EVENT WILL OUR TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE OR PARTICIPATE IN THE SERVICES EXCEED ONE THOUSAND DOLLARS ($1,000).
(c) THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU.
16. Governing Law and Forum Choice.These Terms and any action related thereto will be governed by the laws of the Cayman Islands, unless otherwise, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 18 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (as defined below) will be the courts located in the Cayman Islands, and you and The Graph each waive any objection to jurisdiction and venue in such courts.
17. Dispute Resolution and Arbitration; Class Action Waiver.
(a) Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, "Disputes") will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding . You and we agree that the JAMS International Arbitration Rules governs the interpretation and enforcement of these Terms, and that you and we are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.
(b) Exceptions. As limited exceptions to listed in Section 17(a) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
(c) Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the JAMS (“JAMS”) under its International Arbitration Rules (the “JAMS Rules”) then in effect, except as modified by these Terms. The JAMS Rules are available at www.jamsadr.com or by calling 1-800-352-JAMS. A party who wishes to start arbitration must submit a written Demand for Arbitration to JAMS and give notice to the other party as specified in the JAMS Rules. JAMS provides a form Demand for Arbitration at www.jamsadr.com.
Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.
(d) Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the JAMS Rules, and we won’t seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
(e) Injunctive and Declaratory Relief. Except as provided in Section 18(b) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
(f) Class Action Waiver. YOU AND THE GRAPH AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
(g) Severability. With the exception of any of the provisions in Section 18(f) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
18. Severability.If any clause within this Provision (other than the Dispute Resolution and Class Action Waiver clause above) is found to be illegal or unenforceable, that clause will be severed from this Provision whose remainder will be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable, this entire Provision will be unenforceable and the dispute will be decided by a court.
(a) Reservation of Rights. The Graph and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.
(b) Entire Agreement. These Terms may be superseded by expressly designated legal notices or terms provided through the Services. These expressly designated legal notices or terms are incorporated into these Terms and supersede the provision(s) of these Terms that are designated as being superseded. Unless otherwise stated, these Terms constitute the entire and exclusive understanding and agreement between us and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between us and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. We may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
(c) Notices. Any notices or other communications provided by us under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
(d) Waiver of Rights. Our failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of The Graph. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
In the event of a conflict between the Graph Terms and any provision in these Gateway Terms, the Gateway Terms will prevail.
All capitalized terms shall have the meaning set forth in the Graph Terms, unless otherwise defined in these Gateway Terms. If the individual consenting to these Gateway Payment Terms is doing so on behalf of an entity and registers such entity for the Gateway, then you (the individual) represent and warrant that you have authority to bind such entity and enter into these Gateway Terms on its behalf, and all further references to “you” shall be to such entity.
We are constantly trying to improve our services, so these Gateway Terms may need to change along with our services. We may amend or modify these Gateway Terms at any time by posting the revised terms on our website and/or providing a copy to you. The revised Gateway Terms will be effective as of the time they are posted but will not apply retroactively unless otherwise stated. Your continued use of the Gateway after the posting of the revised Gateway Terms constitutes your acceptance of such revised Gateway Terms. If you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Gateway and to close your Subgraph Studio account.
1. AGREEMENT TO TERMS.
By using Gateway, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, you may not use the Gateway. By using the Gateway, or any of our other products or services that link to these Graph Terms, you agree to the Graph Terms.
(a) General. The Gateway facilitates an efficient exchange of paid queries for API end points. You may use the Gateway as either a Developer or Indexer. For both Developers and Indexers, any Transaction (as defined below) is subject to these Gateway Terms and any associated Documentation related to your use of the Gateway and compliance with the technical specifications of the Graph Network.
(b) Developer. As a Developer, the Gateway will identify Indexers based on the performance parameters you request from Indexers including the fees associated with any queries (“Paid Queries”). You will send such Paid Queries through the Gateway. The Gateway automatically aggregates Paid Queries and routes access to API end-points to Developers upon a completed transaction where your Paid Queries are received and processed by the Indexer (“Transaction”).
(c) Indexer. As an Indexer, the Gateway will receive your performance parameters including any fees associated with the Indexer services you are rendering to Developers. When a Developer provides a Paid Query through the Gateway, the Gateway automatically routes it to the appropriate Indexer. The Paid Query is released upon a successful Transaction.
3. ACCESS AND USE.
(a) Access to the Gateway. The Graph hereby grants you and your Authorized Users a limited, non-exclusive, non-transferable right and license, without the right to grant sublicenses, to access and use the Gateway (and any general release user documentation provided on or through by The Graph at or at such other URL as The Graph may use and as may be amended from time-to-time (“Documentation”)) solely for your own internal business purposes, subject to these Gateway Terms. "Authorized User" means any natural person that you authorize to use the Gateway and signs up for a Subgraph Studio account to use the services in accordance with the Graph’s then-current Subgraph Studio account registration process.
(b) Termination or Modifications to these Gateway Terms. We reserve the right to modify the Gateway from time to time by adding, deleting, or modifying features to improve the user experience or for other business purposes. We further reserve the right to discontinue any feature of the Gateway or portion thereof at any time at our sole and reasonable discretion, including, without limitation, discontinuing support for any Transaction type. You acknowledge and accept the risks of operating changes to digital asset protocols and agree that we are not responsible for such operating changes and not liable for any loss of value or missed rewards you may experience as a result of such changes in operating rules. You acknowledge and accept that we have sole discretion to determine the response to any operating change and that we have no responsibility to assist you with unsupported assets or protocols. We will try to give you notice when we make a material change that would adversely affect you, but this may not be practical. We reserve the right to remove any content from the services at any time, for any reason (including, but not limited to, if someone alleges you contributed that content in violation of these Gateway Terms), in our sole discretion, and without notice.
(c) Term and Termination. We may suspend or terminate your access to and use of the Gateway, including suspending access to or terminating your Subgraph Studio account, at our sole discretion, at any time and without notice to you.
(d) Service Levels and Support. The Graph, or our contractors, shall host the Gateway, periodically monitor the Gateway to optimize performance thereof, and shall use commercially reasonable efforts to minimize any downtime, other than for scheduled maintenance or downtime caused by reasons beyond our reasonable control.
(e) Restrictions on Use. You will not (and will not authorize, permit, or encourage any third party to): (i) allow anyone other than Authorized Users to access and use the Gateway; (ii) allow an Authorized User to share with any third party his or her access credentials; (iii) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code or interface protocols of the Gateway; (iv) modify, adapt, or translate the Gateway; (v) make any copies of the Gateway; (vi) resell, distribute, or sublicense the Gateway or use the Gateway for the benefit of anyone other than you or your Authorized Users; (vii) remove or modify any proprietary markings or restrictive legends placed on the Gateway; (viii) use the Gateway in violation of any applicable law, rule, or regulation, or in order to build a competitive product or service, or for any purpose not specifically permitted in these Gateway Terms; (ix) access or use the Gateway to collect any market research for a competing business; (x) use any robot, spider, scraper, or other automated means to access the Gateway for any purpose without our express written permission, or (xi) introduce, post, or upload to the Gateway any Harmful Code. We have the right to monitor your compliance with this Section 2 and your use of the Gateway and Nodes generally.
(f) Third Parties. The Gateway comprises a technology platform that allows Developers to choose Indexers and make paid queries. As such, The Graph may use or connect you with third party providers (collectively, “Third Party Providers”) to provide services as part of the Gateway. You acknowledge that services provided by Third Party Providers are provided by third-parties who are not employed by The Graph. You acknowledge that The Graph does not supervise, direct, or control the performance of services provided by Third Party Providers to you or for your benefit.
(a) The services are only intended for adults eighteen (18) years of age and older. You are not allowed to use the Gateway if you are under eighteen (18) years of age or if you are not capable of forming a binding contract with The Graph. The services are limited to users who meet the Anti-Money Laundering and Counter Terrorism Financing customer due diligence requirements outlined below, and not otherwise barred from using the Gateway under applicable law.
(a) Transactions. In order to be completed, all proposed Transactions must be confirmed and recorded in a public ledger associated with The Graph Network. The Graph Network, and any other public ledger used by the Gateway to confirm and record Transactions, is a decentralized, peer-to-peer network supported by independent third-parties, which is not owned, controlled or operated by The Graph or any third party. Neither The Graph nor any third party has any control over The Graph Network and therefore cannot and does not ensure that any Transaction details you submit via the Gateway will be confirmed. You acknowledge and agree that Transactions may not be completed, or may be substantially delayed, by the Gateway and neither The Graph nor any third party has any liability to you in this regard.
(b) No Storage or Transmission of GRT Token. A GRT Token is an intangible digital asset. GRT Tokens exist only by virtue of the ownership record maintained on The Graph Network. Any transfer of title that might occur in any GRT Token occurs on the decentralized ledger within The Graph Network and not within the Gateway. We do not guarantee that the Gateway can affect the transfer of title or right in any GRT Token.
(c) Accuracy of Information. You represent and warrant that any information you provide via the Gateway is accurate and complete. You accept and acknowledge that The Graph is not responsible for any errors or omissions that you make in connection with any GRT Token transaction initiated via the Gateway, for instance, if you mistype an Account address or otherwise provide incorrect information. You agree to review your transaction details carefully before completing them via the Gateway.
(d) No Cancellations or Modifications. Once transaction details have been submitted to the Graph Network via the Gateway, the Gateway cannot assist you to cancel or otherwise modify your transaction details. The Graph has no control over any Graph Network and does not have the ability to facilitate any cancellation or modification requests.
(e) Taxes. It is your responsibility to determine what, if any, taxes apply to the transactions you for which you have submitted transaction details via the Gateway, and it is your responsibility to report and remit the correct tax to the appropriate tax authority. You agree that The Graph is not responsible for determining whether taxes apply to your GRT Token transactions or for collecting, reporting, withholding or remitting any taxes arising from any GRT Token transactions.
6. CERTAIN FEES.
(a) Validation Fees. The Graph Network is a network of computers operated by individuals or entities who voluntarily participate in the process of validating transactions on the network. You agree to pay any validation fees that apply with respect to a transfer of your GRT Token.
7. ANTI-MONEY LAUNDERING AND COUNTER-TERRORIST FINANCING.
We are committed to providing secure and compliant, and reputable services through the Gateway. Accordingly, we insist on a comprehensive and thorough customer due diligence process and implementation and ongoing analysis and reporting. This includes monitoring of and for suspicious activity.
We reserve the right to refuse registration to, or to bar transactions from or to, anyone for any reason, including without limitation, anyone from or in any jurisdictions that do not meet applicable Anti-Money Laundering and Counter Terrorist Financing (“AML–CTF”) standards; to anyone that is a Politically Exposed Person under applicable laws; or, that fails to meet any of our customer due diligence standards, requests, or requirements. At all times, you may be subject to enhanced customer due diligence procedures in your use of the Gateway and any related service. We will validate and verify your identity based on the information provided. As part of our Know Your Customer (“KYC”) policy and ongoing monitoring of account activity, we may request additional information and documentation from you from time to time and at any time. If we are unable to contact you and verify your identity, we may need to close your account.
We will cooperate with applicable law enforcement and regulatory authorities where it is required to do so and will share information if there are reasonable grounds to believe that the Gateway is being used for illegal purposes.
You or your Authorized Users may elect to provide us with feedback, comments, and suggestions with respect to the Gateway and Nodes (“Feedback”). You hereby agree that The Graph will be free to use, reproduce, disclose, and otherwise exploit any and all such Feedback in perpetuity without compensation or attribution to you or any Authorized User.
9. REPRESENTATIONS AND WARRANTIES; OUR DISCLAIMER.
(a) Representations and Warranties.You represent and warrant that your performance under these Gateway Terms shall comply with all applicable laws, rules, and regulations, including, without limitation, all applicable national and international laws, regulations, notices, and guidelines relating to information privacy. You further represent and warrant to The Graph that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and (iv) that you are not listed on any U.S. Government list of prohibited or restricted parties.
(b) DISCLAIMER.THE GATEWAY, WEBSITE, THEIR COMPONENTS, ANY DOCUMENTATION, AND ANY OTHER MATERIALS PROVIDED BY THE GRAPH HEREUNDER ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND NEITHER THE GRAPH NOR ANY OF OUR LICENSORS MAKES ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SAME OR OTHERWISE IN CONNECTION WITH THESE TERMS OF SERVICE, AND HEREBY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. TO THE EXTENT THAT THE GRAPH AND OUR LICENSORS MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
(c) LIMITATION OF LIABILITY.IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) WE AND OUR LICENSORS SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE GATEWAY OR WEBSITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) ANY DIRECT DAMAGES, NOT ATTRIBUTABLE TO PERSONAL INJURIES, THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE GATEWAY OR WEBSITE SHALL BE LIMITED TO $100.
IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) WE AND OUR LICENSORS SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE GATEWAY OR WEBSITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) ANY DIRECT DAMAGES, NOT ATTRIBUTABLE TO PERSONAL INJURIES, THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE GATEWAY OR WEBSITE SHALL BE LIMITED TO $100.
10. COMPLETE UNDERSTANDING.
These Gateway Terms that you have executed with The Graph constitute the final and complete agreement between the parties regarding the subject matter hereof, and supersede any prior or contemporaneous communications, representations, or agreements between the parties, whether oral or written, including, without limitation, any confidentiality or non-disclosure agreements. Headings are for convenience only and shall not be used to limit or interpret the meaning of any of the provisions of these Gateway Terms.
BY USING THE GATEWAY YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF SERVICE, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEIR TERMS AND CONDITIONS. IF YOU ARE ENTERING THESE TERMS OF SERVICE ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT AND AUTHORITY TO LEGALLY BIND THE ENTITY TO THE TERMS OF THIS AGREEMENT.
If you have any questions about these Terms or otherwise need to contact us for any reason, you can reach us at:
The Graph Foundation