Terms of Service

GRAINCHAIN TERMS OF SERVICE AGREEMENT 

LAST UPDATED: May 21, 2025

IMPORTANT – CAREFULLY READ ALL THE TERMS AND CONDITIONS OF THIS TERMS OF SERVICE AGREEMENT (THIS “AGREEMENT”).  This Agreement sets forth the legally binding terms and conditions governing the access and use of GrainChain’s online software platform programs (the “Platform”), mobile and computer software applications (the “Applications”), hardware and equipment products and/or components configured by GrainChain (the “Equipment”), any application programming interfaces made available by GrainChain hereunder (the “APIs,” and together with the Applications, collectively, the “Software”), ancillary data-analytics dashboards, blockchain settlement layer(s), and any “oracle” or other third-party data-feed services integrated by GrainChain (collectively, with the foregoing, the “Service”). The term “Services” as used throughout this Agreement means the Platform, Software, Service and/or any other services that GrainChain provides in connection with any of the foregoing; “Order Form” means a written ordering document executed by GrainChain and Customer that references these Terms, sets out commercial details (e.g., Subscription tier, Support level, Professional Services, Equipment, fees) and is incorporated herein by reference; “Subscription” means the time-limited right to access the Services and receive applicable Support as set out in an Order Form; “Professional Services” means configuration, integration, implementation, training or other technical services described in an Order Form or separate Statement of Work (“SOW”); and “Support” means the technical assistance and service-level commitments GrainChain agrees to provide during an active Subscription, as described in the applicable Order Form or GC support policy.

BY AGREEING TO AN ORDER FORM INCORPORATING THIS AGREEMENT, CLICKING “I ACCEPT,” OR PROCEEDING WITH THE INSTALLATION OR DOWNLOAD OF ANY SOFTWARE, AND/OR OTHERWISE ACCESSING AND/OR USING THE SERVICES (OR ANY PART THEREOF), AS APPLICABLE, YOU: (1) ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE GRAINCHAIN PRIVACY POLICY, THE GRAINCHAIN DATA-PROCESSING ADDENDUM (“DPA,” WHERE APPLICABLE), AND THE DWOLLA TERMS OF SERVICE AND DWOLLA PRIVACY POLICY (THE DWOLLA TERMS OF SERVICE AND PRIVACY POLICY, COLLECTIVELY THE “DWOLLA TERMS”), (2) REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE ORGANIZATION, ENTITY OR PERSON NAMED ON THE ACCOUNT REGISTERED FOR SUCH ORGANIZATION, ENTITY OR PERSON ON WHOSE BEHALF ACCESS TO THE SERVICES WAS OBTAINED (SUCH ENTITY OR PERSON, THE “CUSTOMER”), AND TO BIND CUSTOMER TO THE TERMS OF THIS AGREEMENT; AND (3) AGREE THAT CUSTOMER IS ENTERING INTO THIS AGREEMENT WITH GRAINCHAIN, INC., A DELAWARE CORPORATION (“GRAINCHAIN”).

IF YOU DO NOT AGREE WITH ALL OF THE TERMS OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE DWOLLA TERMS, THE PRIVACY POLICY, OR THE DPA (WHERE APPLICABLE), OR DO NOT HAVE AUTHORITY TO BIND CUSTOMER TO THIS AGREEMENT, DO NOT DOWNLOAD OR INSTALL THE SOFTWARE OR ACCESS OR OTHERWISE USE THE SERVICES OR ANY PART THEREOF.

1. ACCESS OF THE SERVICE.

1.1 Access and Use.  GrainChain grants to Customer, subject to the terms and conditions of this Agreement, a non-exclusive, non-transferable, revocable, limited right to permit Customer’s employees and contractors (“Authorized Users”) during the term, solely for Customer’s internal business purposes to (a) install, execute and use the Applications, in object code, on computers and/or mobile devices (as applicable) owned or controlled by Customer (“Authorized Devices”); (b) permit Authorized Users to access and use the Platform, over the internet, through GrainChain’s online web-portal and/or Applications (as applicable); (c) permit Authorized Users to access and use the Equipment solely internally in connection with Customer’s authorized use of the Services; and (d) to integrate, execute and use the APIs solely to the extent necessary to enable Third Party Applications (defined in Section 1.5 below) to integrate with the Platform, in each case, solely for Customer’s internal business purposed and in accordance with the applicable user manuals and/or documentation for the Software and/or Platform (the “Documentation) and subject to any usage limitations or parameters specified by GrainChain.  Customer may reproduce and use, during the term of this Agreement, a reasonable number of copies of the Documentation in support of the exercise of the license granted in this Section 1.1. The licenses granted to Customer under this Section 1.1 are limited to Customer’s use of the Applications, Platform, APIs, Equipment and Documentation solely for Customer’s internal business purposes and in accordance with this Agreement and any other specifications by GrainChain regarding usage restrictions or parameters.

1.2 Access to Beta-Version and Features.  From time to time, GrainChain, in its sole discretion, may make certain beta versions of and/or beta features and/or functionality of the Services available to Customer to try at its option at no additional charge which are clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description (collectively, “Beta Version and Features”).  If Customer elects to access Beta Version and Features made available to Customer by GrainChain, GrainChain grants to Customer a non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Beta Version and Features solely for Customer’s internal evaluation and subject to any and all technical limitations implemented in the Beta Versions and Features and/or other usage parameters or restrictions specified by GrainChain for the Beta Version and Features.  In addition to the restrictions set forth in Section 1.3 below, Customer shall not access and/or use the Beta Version and Features for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purpose.  BETA VERSION AND FEATURES ARE PROVIDED AS-IS, ARE NOT SUPPORTED, AND MAY BE SUBJECT TO ADDITIONAL TERMS AS SPECIFIED BY GRAINCHAIN IN WRITING AND/OR IN THE APPLICABLE DOCUMENTATION FOR THE BETA VERSION AND FEATURES.  GRAINCHAIN RESERVES THE RIGHT TO TERMINATE CUSTOMER’S ACCESS TO ANY BETA VERSIONS AND FEATURES AT ANY TIME, FOR ANY REASON.

1.3 Restrictions. Customer shall not, and will not permit any third party (including, without limitation, any Authorized Users) to: (a) reproduce or use the Platform, Software, or the Documentation, including, without limitation, any Beta Versions and Features, except to the extent permitted in Section 1.1 and Section 1.2, respectively; (b) modify, translate, or create derivative works of the Services (or any part thereof), including, without limitation, any Beta Versions and Features, or decompile, disassemble, reverse engineer, copy or otherwise attempt to derive the structure, source code, or other trade secrets or any underlying ideas, algorithms and/or technology from or about the Platform, Software and/or Equipment (or any part thereof), including, without limitation, any Beta Versions and Features; (c) use or allow access to the Services (or any part thereof), including, without limitation, any Beta Versions and Features, in a manner that circumvents contractual usage restrictions or that exceeds any applicable usage parameters (d) assign, share, timeshare, sell, rent, lease, license, sublicense, distribute, grant a security interest in, or otherwise transfer the Services (or any part thereof), including, without limitation, any Beta Versions and Features, or the Customer’s limited right to use the Services (including, without limitation, any Beta Versions and Features) available for access by third parties except as otherwise expressly provided in this Agreement; (e) export the Services (including, without limitation, any Beta Versions and Features); (f) remove, alter, or obscure any proprietary notices or labels of GrainChain or any its suppliers in the Platform, Software, or Documentation, including, without limitation, any Beta Versions and Features; (g) interfere with or disrupt the integrity or performance of the Services (or any part therefor), including, without limitation, any Beta Versions and Features, or any system, network or data or cause or aid in the cause of the destruction, manipulation, removal, disabling, or impairment of any portion of the Services, including, without limitation, any Beta Versions and Features; (h) attempt to gain unauthorized access to the Services (or any part thereof), including, without limitation, any Beta Versions and Features, or its related systems or networks; (i) frame or utilize framing techniques to enclose the Services, including, without limitation, any Beta Versions and Features, or any portion thereof; (j) use any meta tags, "hidden text", robots, spiders, crawlers, or other tools, whether manual or automated, to collect, scrape, index, mine, republish, redistribute, transmit, sell, license or download the Platform and/or Software (including, without limitation, any Beta Versions and Features) and/or any content, or the personal information of others without GrainChain’s prior written permission or authorization; (k) use the Services (or any part thereof), including, without limitation, any Beta Versions and Features, to store or transmit any malicious or unsolicited code or software, or any material or content that violates any third party’s intellectual property rights and/or privacy rights; (l) impersonate any person or entity, use a fictitious name, or falsely state or otherwise misrepresent Customer’s affiliation with any person or entity; (m) provide or transmit any goods or commodities or other content or materials that is false, or violates any contract, rules or policies, including, without limitation, those that govern the use of Authorized Devices, as directed by the applicable wireless carrier and/or mobile device manufacturer; (n) use the Services (or any part thereof), including, without limitation, any Beta Versions and Features, in any manner that violates in any law, rule, regulation or any other legal or regulatory requirement imposed by any regulatory or government agency, including, without limitation, export laws and regulations; (o) use the Services to create, issue, or transact in digital assets that are deemed “securities” or “commodity interests” under applicable law, without first obtaining GrainChain’s prior written consent and providing evidence of all required regulatory approvals, exemptions, or no-action relief;

(p) fail to comply with U.S. export-control or economic-sanctions laws, including regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”); or (q) engage in or facilitate any activity that would require GrainChain or its affiliates to be registered or licensed with the U.S. Commodity Futures Trading Commission (“CFTC”) or any other governmental authority without GrainChain’s prior written consent.

1.4 Prohibited Jurisdictions & OFAC Compliance. Customer represents and warrants that neither Customer nor any Authorized User is (a) located, organized, or resident in a country or territory that is, or whose government currently is, the subject of U.S. sanctions (including, without limitation, Cuba, Iran, North Korea, Syria, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic (“DNR”) and Luhansk People’s Republic (“LNR”) regions of Ukraine), or (b) identified on any U.S. sanctions-related list, including the OFAC Specially Designated Nationals and Blocked Persons List, the Foreign Sanctions Evaders List, or the Sectoral Sanctions Identifications List. Customer shall not permit any Authorized User or transaction that would cause GrainChain to violate applicable sanctions laws.

1.5 Integration of Payment Institutions. To utilize the payment functionality of the Platform, the Customer must open an account with one of the payment institutions affiliated with the Platform (hereinafter "Affiliated Payment Institutions"), including but not limited to institutions like Dwolla, Inc. The Customer must accept the Terms of Service and Privacy Policy provided by these institutions, examples of which can be found at the respective institution's website (e.g., Dwolla's Terms of Service at https://www.dwolla.com/legal/tos and Privacy Policy at https://www.dwolla.com/legal/privacy. The funds associated with these accounts are held by the financial partners of the payment institutions as specified in their Terms of Service. It's important to note that the account will be the exclusive property of the Customer. The Customer authorizes GrainChain to share the Customer’s identity and account data with the affiliated payment institutions for the purposes of opening and supporting the Customer’s account. The Customer is responsible for the accuracy and completeness of the provided data. The Customer understands that they will access and manage their account through the Platform, and account notifications will be sent by GrainChain. GrainChain will provide customer support for the Customer's account activity, which can be reached at www.grainchain.io, [email protected], and/or 956-322-4511.

1.6 Third-Party Integrated Services. Customer acknowledges that the Platform and/or Software may enable or assist Customer to access and interact with products, services, applications, or websites made available by third parties that are accessed by Customer through the APIs or otherwise in connection with the use of the Services, which, for the avoidance of doubt, includes the Dwolla Platform (“Third-Party Applications”). Customer’s access and use of any Third-Party Applications are at Customer’s own risk. Any use of Third-Party Applications is governed solely by the terms and conditions of such Third-Party Applications (and Customer agrees to comply with all such terms and conditions), and any contract entered into, or any transaction completed via any Third-Party Application, is between Customer and the relevant third party, and not GrainChain. GRAINCHAIN MAKES NO REPRESENTATION AND SHALL HAVE NO LIABILITY OR OBLIGATION WHATSOEVER IN RELATION TO THE CONTENT OR USE OF, OR CORRESPONDENCE WITH, ANY SUCH THIRD-PARTY APPLICATION OR ANY TRANSACTIONS COMPLETED AND/OR ANY CONTRACT ENTERED INTO BY CUSTOMER AND ANY SUCH THIRD PARTY.

1.7 Open Source Components. The Software and/or Platform may contain third party open source software components (“Open Source Components”).  Such Open Source Components are not licensed under this Agreement, but are instead licensed under the terms of the applicable open source license.  Customer’s use of each Open Source Component is subject to the terms of each applicable license which are available to Customer on request from GrainChain.  Notwithstanding any provision herein to the contrary, Customer is solely responsible for its compliance with such licenses. As used in this Agreement, the defined terms “Software” and “Platform,” do not include Open Source Components. The Equipment may also contain proprietary third-party firmware or software (“Third-Party Software”) supplied under separate license terms presented at installation or delivery. Customer is solely responsible for complying with all such licenses.

1.8 Changes and Modifications.  GrainChain reserves the rights to either temporarily or permanently modify, suspend or discontinue the Services (or any part thereof) with or without notice. Customer agrees that GrainChain will not be liable to Customer or to any third party for any modification, suspension or discontinuance of the Services (or any part thereof).

1.9 Equipment Delivery; Risk of Loss; & Ownership. GrainChain will use commercially reasonable efforts to ship any ordered Equipment on or before the quoted ship date. Title (unless purchased) and risk of loss transfer to Customer when GrainChain tenders the Equipment to the carrier at GrainChain’s or its contract manufacturer’s facility. Customer is the importer-of-record and is responsible for all freight, insurance, duties, customs fees and compliance with import formalities. Equipment is deemed accepted upon delivery. Unless an Order Form states that Equipment is sold to Customer, all Equipment remains GrainChain’s personal property. Customer shall not transfer, encumber or reverse-engineer the firmware or other IP embedded in any Equipment. If Customer purchases Equipment outright, GrainChain retains all intellectual-property rights in its firmware and software.

3. CUSTOMER OBLIGATIONS.

3.1 Customer Assistance. Customer will provide reasonable assistance and support to GrainChain in the provision of and/or performance of the Services under this Agreement.  Without limiting the foregoing, Customer will provide GrainChain with all materials, information, personnel and access (including, if applicable, remote access) to Customer systems and premises, as reasonably requested by GrainChain to provide the Services.

3.2 On-Site Services. To the extent any support services are provided on-site at a Customer’s premises, Customer shall provide safe and adequate space, power, network connections and access to applicable hardware, software and other equipment and information, and assistance from qualified personnel familiar with Customer’s hardware, software, other equipment and information, as reasonably requested by GrainChain.  It is the responsibility of Customer to: (a) install and properly configures the hardware, operating system, database and communications hardware or software needed for all gateway computers, host computers, workstation computers, personal computers and network elements, and (b) ensures the correct operating system and revision level is installed and configured on all computers and network element equipment. GrainChain will comply with Customer’s reasonable access policies, rules and procedures while performing Support on-site at Customer’s premises.

3.3 Customer Data.  Customer grants to GrainChain, during the term of this Agreement a non-exclusive, royalty-free, fully-paid, worldwide license, under all of Customer’s intellectual property and proprietary rights, to any and all data or information, including personally identifiable information that can be used on its own or with other information to identify, contact, or locate an individual (“Personal Data”), provided by Customer and Authorized Users in connection with the use of the Platform, Software, or any services provided hereunder (collectively, “Customer Data”) reasonably necessary for GrainChain to provide the Services to Customer under this Agreement. Customer acknowledges and agrees that Customer is solely responsible for the security of Personal Data. The parties agree that GrainChain's obligation to maintain any Customer Data shall not extend beyond the term of this Agreement. The parties acknowledge and agree that GrainChain is merely a data processor and/or service provider as such terms are defined pursuant to applicable data laws, and Customer will be the data controller and/or business in connection with the use of the Platform, Software and any services provided hereunder for purposes of all applicable laws and regulations relating to data privacy, trans-border data flows and data protection, with rights to determine the purposes for which the Personal Data is processed, so long as it is not inconsistent with GrainChain’s services hereunder and the functionality provided through the Platform and Software.  GrainChain will use Personal Data in accordance with this Agreement and the Privacy Policy.  Customer represents and warrants that, with respect to any Customer Data (including, without limitation, any Personal Data), transmitted, hosted, stored or processed, or otherwise provided by Customer to GrainChain in connection with Customer’s and its Authorized Users’ use of the Services: (a) Customer has all the rights necessary to grant the GrainChain the licenses granted herein in and to Customer Data; (b) Customer is in compliance with all applicable data laws, and (c) Customer has made all disclosures to, and obtained all permissions and/or approvals from, each applicable data source as may be necessary or required to transmit such data through the Services. Customer shall retain all right, title, and interest in and to Customer Data..

3.4 Accounts. In registering an Account, Customer agrees to provide and maintain up to date information that is true, accurate, current, up to date, and complete.  Customer agrees that Customer will not (a) create an Account using a false identity or fictitious name or information, and/or (b) create an Account or use the Services if Customer has been previously removed or banned by GrainChain from use of the Services, or any part thereof.  Customer understands and agrees that Customer is solely responsible for maintaining the confidentiality of and protecting Customer’s password for the Account.  Customer is solely responsible for any activity originating from the Account, regardless of whether such activity is authorized by Customer.  Customer agrees to notify GrainChain immediately of any unauthorized use of the Account. GrainChain reserves the right to limit the number of Accounts that can be created from a computer or mobile device and the number of computer or mobile devices that can access an individual Account.

3.5 Authorized Users. Customer agrees that it shall not permit any person other than Authorized Users to access and use the Services, and shall ensure that Authorized Users use the Services solely in accordance with this Agreement.  Customer acknowledges and agrees that Customer is solely responsible for the use of the Services by Authorized Users, and any breach of this Agreement by any Authorized User will be deemed a breach by Customer. Customer agrees to notify GrainChain immediately of any unauthorized access or use of the Services.

3.6 Authorized Devices. Customer acknowledges and agrees that in order to use the Applications, Customer and its Authorized Users must have a compatible Authorized Device.  Customer is solely responsible for determining whether or not it’s and/or its Authorized Users’ Authorized Device is or is not compatible with the Application and GrainChain makes no representations or warranties whatsoever regarding the Application and compatibility with any computer or mobile device.  Customer further acknowledges and agrees that Customer is solely responsible for any fees or charges incurred from use of the Application by Customer and/or its Authorized Users through Authorized Devices, including, without limitation, any mobile phone provider charges for SMS, text, or data usage or services.

3.7 Responsibility for Telecommunications and Internet. ; Customer acknowledges and agrees that Customer’s and its Authorized Users’ use of the Services is dependent upon access to telecommunications and Internet services.  Customer shall be solely responsible for acquiring and maintaining all network and Internet services and other hardware and software required to access and use the Services, including, without limitation, any and all costs, fees, expenses, and taxes of any kind related to the foregoing.  GrainChain shall not be responsible for any loss or corruption and/or loss of any content and/or data, or any other loss or damage of any kind arising from any such network and Internet services and/or any other hardware and/or third party software required to access and use the Services.

3.8 Representations and Warranties. Customer represents and warrants that: (a) Customer has full power and authority to enter into this Agreement and to consummate the transactions and perform its obligations contemplated hereby; (b) any information submitted by Customer to set up Customer’s account with GrainChain and/or an Affiliated Payment Institution is true, complete, and accurate; (c) will only be transacting on the Service with legally-obtained funds that belong to Customer; (d) will not be furthering, performing, undertaking, engaging in, aiding, or abetting any unlawful activity through Customer’s relationship with GrainChain or through the use of the Services; (e) will not use the Services for illegal purposes, including money laundering of criminal proceeds, transfer or receipt of payment for planning, preparation or commitment of crime, for financing the terrorism and illegal trade; (f) will not use the Services (or any part thereof) for any purpose prohibited by this Agreement or in any manner that could damage, disable, overburden, or impair GrainChain; and (g) will comply with all applicable laws, rules, and regulations, including but not limited, any laws, rules and regulations pertaining to securities and capital market legislation, anti-money laundering and countering terrorism financing, consumer protection laws, financial promotion laws, and privacy and data security.

3.9 Indemnity. Customer will defend at its own expense any claim or action against GrainChain, or its affiliates, directors, employees or contractors, brought by a third party or governmental entity, and will indemnify and hold harmless GrainChain from and against all costs (including reasonable attorneys’ fees) and damages incurred by GrainChain in any such claim or action, to the extent that the action is based on: (a) Customer’s or any of its Authorized breach of these Terms, any Order Form, or applicable law, including, without limitation, Customer’s breach of its representation and warranties under this Agreement; (b) Customer’s or any of its Authorized Users’ breach of any license and/or terms and conditions governing Open-Source Components or Third-Party Software embedded in Equipment; (c) allegations that the Customer’s activities in connection with the use of the Services hereunder, violate any applicable laws, rules or regulations, including, without limitation, any anti-money laundering and/or counter-terrorism laws; (d) Customer Data or a violation of any applicable privacy law, rule or regulation by Customer, except to the extent caused by GrainChain’s use of Customer Data that exceeds the scope of the license granted in Section 3.3; (e) Authorized User claims, (f) Smart-Contracts or the goods and/or other commodities purchased or sold pursuant to any Smart-Contract, or the execution or Transactions under any Smart-Contract; and/or (g) any disputes between Customer and any other use of the Services. The foregoing obligations are conditioned on GrainChain promptly notifying Customer in writing of such action, giving Customer sole control of the defense thereof and any related settlement negotiations, and at Customer’s reasonable request and expense, cooperating and assisting in such defense.  Under no circumstances shall Customer enter into any settlement that involves an admission of liability, negligence or other culpability of GrainChain or requires GrainChain to contribute to the settlement without GrainChain’s prior written consent.  GrainChain may participate and retain its own counsel at its own expense.

3.10 Security Standards and Incident Response. Customer shall implement and maintain administrative, physical, and technical safeguards that (a) meet or exceed the standards set forth in ISO/IEC 27001:2022 or any successor standard, and (b) are no less rigorous than those maintained by Customer for its own similarly sensitive information. Customer shall notify GrainChain at [email protected] within 24 hours of becoming aware of any actual or suspected unauthorized access to or acquisition of Customer Data (“Security Incident”). Customer shall reasonably cooperate with GrainChain in the investigation, mitigation, and remediation of any Security Incident, including, without limitation, by providing all relevant logs, data, or forensic images.

3.11 Compliance with Food-Traceability Regulations. To the extent Customer uses the Services for commodities subject to the FDA Food Traceability Final Rule (21 C.F.R. Part 1, Subpart S) or any successor regulation, Customer is solely responsible for capturing and retaining the Key Data Elements (“KDEs”) and Critical Tracking Events (“CTEs”) required by such rule and for making such records available to the FDA within 24 hours of request. GrainChain does not guarantee compliance.

8. EXCLUSIONS.

Notwithstanding anything in this Agreement to the contrary, GrainChain will have no responsibility or liability of any kind, arising or resulting from (a) problems caused by failed Internet connections or other hardware, software or equipment which is not owned, controlled or operated by GrainChain; (b) nonconformities resulting from Customer’s, Authorized Users’, or any third party’s, misuse, abuse, negligence, or improper or unauthorized use of all or any part of the Platform, Software, or the services provided by GrainChain hereunder; (c) modification, amendment, revision, or change to the Platform or Software by any person other than GrainChain; or (d) any other factor outside of GrainChain’s reasonable control.

9. DISCLAIMER.

THE SERVICES (AND ANY PART THEREOF), INCLUDING, WITHOUT LIMITATION, BETA VERSIONS AND FEATURES, AND ANY OTHER MATERIALS OR SERVICES PROVIDED BY GRAINCHAIN, ARE PROVIDED "AS IS" AND "AS AVAILABLE". GRAINCHAIN AND ITS LICENSORS AND SUPPLIERS HEREBY EXPRESSLY DISCLAIM ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, SATISFACTORY PURPOSE, ACCURACY, OR NON-INFRINGEMENT.  GRAINCHAIN AND ITS LICENSORS AND SUPPLIERS DO NOT WARRANT OR MAKE ANY GUARANTEE THAT DEFECTS WILL BE CORRECTED OR THAT SERVICES (OR ANY PART THEREOF), INCLUDING, WITHOUT LIMITATION, BETA VERSIONS AND FEATURES, OR ANY OTHER MATERIALS OR SERVICES PROVIDED BY GRAINCHAIN OR CONTENT MADE AVAILABLE THROUGH SERVICES: (I) WILL MEET CUSTOMER’S REQUIREMENTS; (II) WILL BE COMPATIBLE WITH CUSTOMER’S  NETWORK, COMPUTER OR MOBILE DEVICE, OR ANY THIRD PARTY PRODUCTS OR SERVICES INCLUDING, WITHOUT LIMITATION, ANY THIRD PARTY APPLICATIONS; (III) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS; OR (IV) WILL BE ACCURATE OR RELIABLE.  CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, BETA VERSIONS AND FEATURES, AND ALL RESULTS OF SUCH USE IS SOLELY AT CUSTOMER’S OWN RISK.  NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM GRAINCHAIN, ANY THIRD PARTY, OR THROUGH SERVICES, SHALL CREATE ANY WARRANTY. WITHOUT LIMITING THE FOREGOING, CUSTOMER ACKNOWLEDGES THAT BLOCKCHAIN TECHNOLOGY IS SUBJECT TO CONSENSUS FAILURES, NETWORK ATTACKS, SOFTWARE BUGS, FORKS, AND MANUAL OR AUTOMATED INTERVENTIONS BY CORE-PROTOCOL DEVELOPERS OR VALIDATOR COMMUNITIES, ANY OF WHICH MAY DISRUPT OR ADVERSELY AFFECT SMART-CONTRACT EXECUTION, DATA AVAILABILITY, OR SETTLEMENT FINALITY.

10. LIMITATION OF LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GRAINCHAIN BE LIABLE OR OBLIGATED FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE DAMAGES OR INDIRECT DAMAGES OF ANY KIND (INCLUDING DAMAGES FOR INTERRUPTION OF BUSINESS, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, OR THE LIKE) FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GRAINCHAIN’S AGGREGATE CUMULATIVE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF THE FEES PAID BY CUSTOMER TO GRAINCHAIN FOR THE SMART-CONTRACT GIVING RISE TO THE CLAIM OR LIABILITY OR ONE HUNDRED DOLLARS ($100.00).  THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT SERVE TO ENLARGE THIS LIMIT.  THIS LIMITATION WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY SET FORTH HEREIN.  GRAINCHAIN DISCLAIMS ALL LIABILITY OF ANY KIND OF GRAINCHAIN’S LICENSORS AND SUPPLIERS.  THE WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.

11. EXPORT CONTROL.

Customer may not use or otherwise export or re-export the Software, Platform and/or Documentation (or any aspect of the foregoing), including, without limitation, beta versions and features, except as authorized by United States law and the laws of the jurisdiction in which the Software, Platform and/or Documentation (including, without limitation, beta versions and features) was obtained. In particular, but without limitation, the Software, Platform and Documentation, including, without limitation, beta versions and features, may not be exported or re-exported (i) into any U.S. embargoed countries or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List.  By using the Services, Customer represents and warrants that Customer is not located in any such country or on any such list.

12. ANTI-CORRUPTION.

Customer represents and warrants that Customer is, and will remain, in compliance with all applicable domestic and foreign anti-bribery and anti-corruption laws, including, without limitation, the U.S. Foreign Corrupt Practices Act, and all other applicable laws prohibiting Customer, and, if applicable, its officers, employees, agents and others working on its behalf, from taking actions in furtherance of an offer, payment, promise to pay or authorization of the payment of anything of value, including but not limited to cash, checks, wire transfers, tangible and intangible gifts, favors, services, offers of employment and those entertainment and travel expenses that go beyond what is reasonable and customary and of modest value, to: (a) an executive, official, employee or agent of a governmental department, agency or instrumentality, (b) a director, officer, employee or agent of a wholly or partially government-owned or -controlled company or business, (c) a political party or official thereof, or candidate for political office, or (d) an executive, official, employee or agent of a public international organization (e.g., the International Monetary Fund or the World Bank) (“Government Official”) or any other person; while knowing or having a reasonable belief that all or some portion will be used for the purpose of rewarding or: (i) influencing any act, decision or failure to act by a Government Official in his or her official capacity, (ii) inducing a Government Official to use his or her influence with a government or instrumentality to affect any act or decision of such government or entity, (iii) inducing any person to use his or her influence to improperly affect any act or decision of their employer, or (iv) securing an improper advantage; in order to obtain, retain, or direct business.  Without limiting the foregoing, Customer represents and warrants that it will not use any payment or other benefit derived from the other party or this Agreement, to offer, promise or pay any money, gift or any other thing of value to any person for the purpose of influencing official actions or decisions affecting this Agreement.

13. U.S. GOVERNMENT RIGHTS.

The Platform and Software is commercial computer software and all services are commercial items. “Commercial computer software” has the meaning set forth in Federal Acquisition Regulation (“FAR”) 2.101 for civilian agency purchases and the Department of Defense (“DOD”) FAR Supplement (“DFARS”) 252.227-7014(a)(1) for defense agency purchases. If the Platform and/or Software is licensed or acquired by or on behalf of a civilian agency, GrainChain provides the commercial computer software and/or commercial computer software documentation and other technical data subject to the terms of this Agreement as required in FAR 12.212 (Computer Software) and FAR 12.211 (Technical Data) and their successors. If the Platform and/or Software is licensed or acquired by or on behalf of any agency within the DOD, GrainChain provides the commercial computer software and/or commercial computer software documentation and other technical data subject to the terms of this Agreement as specified in DFARS 227.7202-3 and its successors. Only if this is a DOD prime contract or DOD subcontract, the Government acquires additional rights in technical data as set forth in DFARS 252.227-7015. Except as otherwise expressly agreed in a signed writing by an authorized representative of GrainChain, this Section 13.8 (U.S. Government Rights) is in lieu of, and supersedes, any other FAR, DFARS or other clause or provision that addresses U.S. Government rights in computer software or technical data.

14. AVAILABILITY OF THE SERVICES.

Information describing the Services is accessible worldwide but this does not mean the Services, or certain portions thereof, are available in Customer’s country. GrainChain may restrict access to the Services, or portions thereof, in certain countries in its sole discretion. It is Customer’s responsibility to make sure Customer’s use of the Services is legal in Customer’s country of residence. The Services may not be available or accessible in all languages.

15. ELECTRONIC COMMUNICATIONS.

By using the Services, including, without limitation, beta versions and features, Customer consents to receiving electronic communications from GrainChain. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to Customer’s use of the Services. These electronic communications are part of Customer’s relationship with GrainChain and Customer receive them as part of Customer’s access and use of the Services. Customer agrees that any notices, agreements, disclosures or other communications that GrainChain sends Customer electronically will satisfy any legal communication requirements, including that such communications be in writing.

16. THIRD PARTY RIGHTS.

16.1 Third Party Rights.  Customer acknowledges and agrees that certain distributors (such as app store providers) are intended beneficiaries of this Agreement and have the right to enforce this Agreement directly against Customer.  Other than as set out in this Section 16, this Agreement are not intended to grant rights to anyone except Customer and GrainChain, and in no event shall this Agreement create any third party beneficiary rights.  Furthermore, the rights to terminate, rescind, or agree to any variation, waiver, or settlement of this Agreement are not subject to the consent of any other person.

16.2 iOS App. The following additional terms and conditions apply with respect to any Application provided or made available to Customer by GrainChain hereunder designed for use on an Apple iOS-powered mobile device (an “iOS App”): Customer acknowledges that this Agreement are between Customer and GrainChain only, and not with Apple, Inc. (“Apple”). Customer’s use of the iOS App must comply with Apple’s then-current App Store Terms of Service. GrainChain, and not Apple, are solely responsible for the iOS App and related content available thereon. Customer acknowledges that Apple has no obligation to provide maintenance and support services with respect to the iOS App.  To the maximum extent permitted by applicable law, Apple will have no warranty obligation whatsoever with respect to the iOS App. Customer agrees that GrainChain, and not Apple, is responsible for addressing any claims by Customer relating to the iOS App or Customer’s possession and/or use of the iOS App, including, but not limited to: (a) product liability claims; (b) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation, and all such claims are governed solely by this Agreement and any law applicable to GrainChain as provider of the iOS App. Customer agrees that GrainChain, and not Apple, shall be responsible, to the extent required by this Agreement, for the investigation, defense, settlement and discharge of any third-party intellectual property infringement claim related to the iOS App or Customer’s possession and use of the iOS App. Customer represents and warrants that Customer: (i) is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) is not listed on any U.S. Government list of prohibited or restricted parties. Customer agrees to comply with all applicable third-party terms of agreement when using the iOS App (e.g., Customer must not be in violation of its wireless data service terms of agreement when using the iOS App). The parties agree that Apple and Apple’s subsidiaries are third-party beneficiaries to this Agreement as it relates to the license granted herein to Customer to use the iOS App. Upon Customer’s acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against Customer as they relate to the license granted herein to Customer to use the iOS App as a third-party beneficiary thereof.

16.3 Android App. The following additional terms and conditions apply with respect to any Application provided or made available to Customer by GrainChain, designed for use on an Android-powered mobile device and/or tablet (an “Android App”): Customer acknowledges that this Agreement is between Customer and GrainChain only, and not with Google, Inc. (“Google”). Customer’s use of the Android App must comply with Google’s then-current Android Market Terms of Service. Google is only a provider of the Android Market where Customer and/or its Authorized Users have obtained the Android App.  GrainChain, and not Google, is solely responsible for the Android App and the related content available thereon.  Google has no obligation or liability to Customer or any Authorized User with respect to the Android App or this Agreement. Customer acknowledges and agrees that Google is a third-party beneficiary to this Agreement as it relates to the Android App.