1. Distribution of Services

Subject to the terms and conditions, 23blocks offers you access to our cloud-based SaaS platform and related services, including software, hosting, cloud computing services(the "Services"), and user documentation ("Documentation"), subject to the terms of this Agreement. This grant provides you, the Customer, and authorized individuals or entities ("Authorized Users"), a limited, non-exclusive, non-transferable, and non-sublicensable right to access and use the Services and Documentation for the duration of the Agreement.

You agree to use the Services only as intended and not to permit misuse of the Services by others. It's important to note that installation guides, end-user Documentation, feedback, or contributions to online community sites or forums do not constitute official Documentation provided by 23blocks.

2. Services Evaluation Agreement

When the Services and Documentation are made available to the Client for evaluation purposes, 23blocks confers a nonexclusive, royalty-free, non-transferable evaluation license to use these Services strictly for evaluation before any potential purchase ("Evaluation License"). This Evaluation License is set to expire either after the pre-agreed evaluation period or can be terminated immediately by 23blocks at its discretion. 

It is important to note that the Services provided under this Evaluation License are offered "AS IS", without any form of indemnification, support, or warranty, whether express or implied. However, except where the specific terms for evaluation conflict with other sections of this Services Agreement, all general terms and conditions of this Agreement shall still apply to the use of the Services under an Evaluation License.

3. Client's Obligations; License Restrictions

Client will:
(i) be responsible for its and its Authorized Users' compliance with this agreement;
(ii) be solely responsible for the accuracy, quality, integrity, and legality of Client Data (defined below) and means relating to the acquisition of the Client Data;
(iii) not provide, make available to, or permit other individuals to use or access the Services, except under the terms listed herein, and that Client will be responsible for any unauthorized activity of the Services;
(iv) not to sell, resell, rent or lease the Services without prior authorization from 23blocks;
(v) not modify, translate, reverse engineer, decompile, disassemble, create derivative works, or otherwise attempt to derive the source code of the Services;
(vi) not remove any proprietary notices or labels on the Services;
(vii) not license the Services if Client (or any of its Authorized Users) is a direct competitor of 23blocks or its affiliated entities to monitor the Software Service's availability, performance, or functionality or for any other benchmarking or competitive purposes;
(viii) not use the Services to store or transmit infringing, defamatory, unlawful, or tortious material or to store or transmit material in violation of third party privacy rights;
(ix) not use the Services to store or share malicious code; or
(x) not interfere with or disrupt the integrity or performance of the Services.

4. Expenses & Payment

All orders placed will be considered final. Fees will be due and payable as set forth on the web site or otherwise conveyed to you during the order process. Costs for any Renewal Term shall be at 23blocks's then-standard rates, currently in effect, or if applicable, as otherwise set forth on the web site or otherwise conveyed to you by 23blocks.

Suppose the Client fails to pay by the payment terms. In that case, 23blocks shall be entitled, at its sole discretion, (i) to suspend the provision of the Services temporarily until Client fulfills its pending obligations or (ii) to terminate this agreement for breach. Unless otherwise stated, all payments made under this agreement shall be in United States dollars. Except as otherwise expressly provided herein, fees are non-refundable.

5. Upgrading Your Account

The Client may, at any time during the Term, upgrade to a different 23blocks account type. The change in account type will take effect immediately.

After an upgrade in account type, the Client will be billed directly for the additional fees due under the upgraded account type for the applicable Term's remaining time. The amount due and the upgraded account type will be reduced by the amount the Client has already paid for the relevant Term if it is a yearly license. Regarding an upgraded account type that will be renewed monthly, the Client will be billed the upgraded account type at the Renewal Term's commencement.

6. Policy For Automatic Renewal

SUPPOSE A CUSTOMER'S ACCOUNT IS SET TO RENEW ON THE ANNIVERSARY DATE, THE DATE OF THE START OF THE 23BLOCKS MONITORING. IN THIS CASE, 23BLOCKS MAY AUTOMATICALLY CHARGE SAID CUSTOMER AT THE END OF THE TERM FOR THE RENEWAL FOR ADDITIONAL PERIODS EQUAL TO THE CURRENT SERVICES AND THE TERM THAT EXPIRES. UNLESS ANY OF THE PARTIES GIVES A NOTICE OF NON-RENEWAL AT LEAST THIRTY (30) DAYS BEFORE THE EXPIRATION OF THE THEN EFFECTIVE AGREEMENT. THIS NON-RENEWAL WRITTEN NOTICE MUST BE ACCEPTED AND ACKNOWLEDGED BY 23BLOCKS IN WRITING.

23blocks reserves the right to increase the rates for said renewal period at the discretion of 23blocks without prior notice to said, Client. Any rate increase must not exceed more than ten (10%) per unit increase in the rate level for the relevant Service in the immediately preceding Term unless the rates in said the last Term included a discount, multi-annual, single, or promotional price.

7. Taxes

The fees are exclusive of taxes, and the Client shall pay or reimburse 23blocks for all taxes arising out of transactions contemplated by this agreement. If Client is required to withhold any tax for payments due under this Agreement, Client shall gross its payments to 23blocks so that 23blocks receives sums due in full and free of any deductions.

The Client will provide Documentation to 23blocks, showing that taxes have been paid to the relevant taxing authority. "Taxes" means any sales, VAT, use, and other taxes (other than taxes on 23blocks' income), export and import fees, customs duties, and similar charges imposed by any government or other authority.

The Client confirms that 23blocks may rely on the Client's name and address when accepting the Services' rates as a supply for sales tax, income tax, or collection for VAT purposes.

8. Term & Termination Agreement and Fair Use Policy

Unless previously terminated, this agreement will commence on the Effective Date. It will continue until the end of the period specified in the applicable quotation or order form for the Services (the "Initial Service Period").

This agreement will automatically renew for additional terms of the same duration as the Initial Service Term (each, a "Renewal Term," along with the Initial Service Term, the "Term") unless either party request termination at least thirty (30) days before the end of the Term in force at that time.

At any time, either party may terminate this agreement with thirty (30) days' written notice and before a material breach by the other party; If said breach remains uncorrected at the expiration of said thirty (30) day period, either party may terminate it immediately. Suppose the other party is subject to bankruptcy or any other procedure related to insolvency, judicial administration, liquidation, or assignment for creditors' benefit after showing proof of this. If the Client infringes or misappropriates the intellectual property of 23blocks, or violates the license restrictions or the confidentiality provision established in this document.

Termination shall not relieve Client of the obligation to pay any fees or other amounts accrued or payable to 23blocks before the effective date of termination.

23BLOCKS WILL HAVE THE ABSOLUTE AND UNILATERAL RIGHT TO DENY USE OR ACCESS TO ALL OR ANY PART OF THEM, TO USERS CONSIDERED TO BE USING THE PRODUCTS OR SERVICES IN AN UNINTENDED WAY OR VIOLATION OF THE LAW. THE PREVIOUS INCLUDES NOT LIMITED TO SUSPENDING OR TERMINATING A USER'S ACCOUNT WITH 23BLOCKS AND THE LICENSE TO USE THE PRODUCTS OR SERVICES.

23blocks Products or Services are designed to serve the needs of particular types of users, such as small to medium-sized enterprises.

Suppose you have purchased a 23blocks Product or Service that is inappropriate for your actual usage. In that case, 23blocks may ask you to switch to a more appropriate Product or Service, resulting in you having to pay additional fees to 23blocks for using the correct product or cancel your purchased Products or Services. 23blocks may refund, on a pro-rata basis, any paid fees that may have been settled on the unused portion of your subscription, provided the most recent license renewal or original license purchase was made at least 30 days prior.

23blocks may, in its sole discretion and from time to time, establish or amend general operating practices to maximize the operation and availability of 23blocks Products or Services and prevent abuses. As part of these practices, we reserve the right to monitor our system to identify excessive consumption of network resources, CPU, illegal content hosting, or monitoring infrastructure that activates our virus scanner and takes technical and other resources that we consider appropriate. Your consumption of 23blocks Products or Services may be deemed excessive if, within any month, your usage significantly exceeds the average level of monthly use of 23blocks' customers, generally.

Suppose you are considered to have violated this policy. In that case, we reserve the right to offer an alternative pricing plan or 23blocks Product or Service that will permit you to continue to use 23blocks Products or Services. Although violations of this policy have been infrequent, we reserve the right to terminate or suspend your license to Use 23blocks Products or Services and any license to use the 23blocks Software without prior notice in the event of a violation of this policy.

Suppose 23blocks believes that you are breached our Fair Use Policy and have not switched to a Business Service. In that case, 23blocks will allow the user fifty (15) days from the first communication date to retrieve theirs before deleting the user's account and data. 1st notice will be sent fifty (15) days before account deletion, 2nd notice will be sent seven (7) days before account deletion, and the 3rd final notice will be sent two (2) days before account deletion. All communications will be sent to the email address attached to the user's account.

9. Customer Data

23blocks agrees that the data and information uploaded by Client (or Authorized Users of Client) that is stored or processed via the Services (the "Client Data") shall be treated as confidential by 23blocks and shall remain Client's sole property.

Client agrees that it is responsible for maintaining and protecting all Client Data directly or indirectly processed using the Services. 23blocks is not responsible for the failure to store, the loss, or Client Data corruption. Client agrees that 23blocks and its affiliated entities will collect and track technical and related information about Client and Client's use of the Services. That includes the Client's internet protocol address, hardware, Software that the Client utilizes, and various usage statistics.

All previous, to assist with the necessary operation and function of the Services and for internal purposes only, including without limitation to facilitate the provision of updates, support, invoicing, marketing by 23blocks, its affiliated entities, or its agent's research and development.

Suppose that 23blocks is required to disclose Customer Data under a court order or other legal obligation. In that case, 23blocks will take all commercially reasonable measures to provide the Client with immediate notice, to allow the Client to take all the steps it can to oppose such mandatory disclosure if they so desire.

10. Tech Support

Technical support is only provided to users of Commercial Services based on your specific purchased Service. Customers can buy additional help if this is necessary.

If you are using the Service via a Free account, 23blocks provides support via email or other channels to 23blocks installation guides and other Service documentation.

11. Confidential Information Agreement

As used in this agreement, "Confidential Information" means any information (other than Client Data) disclosed by either party to the other party, either directly or indirectly, in writing, orally, or by inspection of tangible objects:
(i) that the disclosing party identifies as confidential or proprietary or
(ii) that reasonably appears to be confidential or proprietary because of legends or other markings, the circumstances of disclosure, or the nature of the information itself.

Personal information may also include confidential or proprietary information disclosed to a disclosing party by a third party or all technical and non-technical information being informed by one party to the other party other than Client Data (including but not limited to product information, plans and pricing, financials, marketing plans, business strategies, customer information, data, research and development, Software and hardware, APIs, specifications, designs, proprietary formulas, and proprietary algorithms).

The receiving party will:
(a) hold the disclosing party's Confidential Information in confidence;
(b) restrict disclosure of confidential information to employees/agents who need to know. Said employees/agents might be subject (for example, as a condition of their relationship with the company) by obligations that respect the protection of confidential information, similar to those in this agreement and that would extend to the Confidential Information of the disclosing party;
(c) use such Confidential Information only for the purposes for which it was disclosed, unless otherwise set forth herein; and
(d) to the extent applicable, not modify, reverse engineer, decompile, create other works from, or disassemble any such Confidential Information, unless expressly permitted by applicable law without the possibility of contractual waiver or otherwise specified in writing by the disclosing party.

The restrictions in Section 11 will not apply to Confidential Information to the extent that: