These terms apply to Block Protocol users who have executed agreements in place referencing the Corporate Terms of Service. All other business or institution customers are directed to the standard Block Protocol Terms of Service.
Version Effective Date: February 28, 2023
This Agreement applies to the following Block Protocol offerings, as further defined below (collectively, the “Products”):
In order to create an account, Customer must adhere to the following:
Customer is responsible for: (i) all Content posted and activity that occurs under its Corporate Account; (ii) maintaining the security of its account login credentials; and (iii) promptly notifying the Block Protocol upon becoming aware of any unauthorized use of, or access to, the Service through its account. The Block Protocol will not be liable for any loss or damage from Customer’s failure to comply with this Section B.
In some situations, third parties' terms may apply to Customer's use of the Block Protocol. For example, Customer may be a member of an Organization with its own terms or license agreements; Customer may download an application that integrates with the Service; or Customer may use the Service to authenticate to another service. While this Agreement is the Block Protocol’s full agreement with Customer, other parties' terms govern their relationships with Customer.
If Customer is a United States or other government entity or otherwise accessing or using the Service in a government capacity, the Government Amendment applies, and Customer agrees to its provisions.
The Block Protocol’s quarterly uptime commitment for current Block Protocol Enterprise planholders is provided in the Enterprise Service Level Agreement. If Customer signed up for Block Protocol Enterprise, then Customer will be entitled to a service credit if the Block Protocol does not meet its service level.
Customer’s use of the Products must not violate any applicable laws, including copyright or trademark laws, export control laws, or regulations in its jurisdiction.
Customer’s use of the Service must comply with the Block Protocol's Acceptable Use Policies and Community Guidelines. Customer must not use the Service in any jurisdiction for unlawful, obscene, offensive or fraudulent Content or activity, such as advocating or causing harm, interfering with or violating the integrity or security of a network or system, evading filters, sending unsolicited, abusive, or deceptive messages, viruses or harmful code, or violating third party rights.
The Block Protocol Privacy Statement and the Block Protocol Data Protection Agreement provide detailed notice of the Block Protocol's privacy and data use practices as well as the Block Protocol's processing and security obligations with respect to Customer Personal Data. Any person, entity, or service collecting data from the Service must comply with the Block Protocol Privacy Statement, particularly in regards to the collection of personal data (as defined in the Block Protocol Privacy Statement). If Customer collects any personal information from the Block Protocol, Customer will only use it for the purpose for which the External User has authorized it. Customer will reasonably secure any such Personal Information, and Customer will respond promptly to complaints, removal requests, and "do not contact" requests from the Block Protocol or External Users.
Customer may create or upload User-Generated Content while using the Service. Customer is solely responsible for any User-Generated Content that it posts, uploads, links to or otherwise make available via the Service, regardless of the form of that User-Generated Content. The Block Protocol is not responsible for any public display or misuse of User-Generated Content.
Customer retains ownership of Customer Content that Customer creates or owns. Customer acknowledges that it: (a) is responsible for Customer Content, (b) will only submit Customer Content that Customer has the right to post (including third party or User-Generated Content), and (c) Customer will fully comply with any third-party licenses relating to Customer Content that Customer posts.
Customer grants the rights set forth in Sections D.3 through D.6, free of charge and for the purposes identified in those sections until such time as Customer removes Customer Content from Block Protocol servers, except for Content Customer has posted publicly and that External Users have Forked, in which case the license is perpetual until such time as all Forks of Customer Content have been removed from Block Protocol servers. If Customer uploads Customer Content that already comes with a license granting the Block Protocol the permissions it needs to run the Service, no additional license is required.
Customer grants to the Block Protocol the right to store, archive, parse, and display Customer Content, and make incidental copies, only as necessary to provide the Service, including improving the Service over time. This license includes the right to copy Customer Content to the Block Protocol's database and make backups; display Customer Content to Customer and those to whom Customer chooses to show it; parse Customer Content into a search index or otherwise analyze it on the Block Protocol's servers; share Customer Content with External Users with whom Customer chooses to share it; and perform Customer Content, in case it is something like music or video. These rights apply to both public and Private Projects. This license does not grant the Block Protocol the right to sell Customer Content. It also does not grant the Block Protocol the right to otherwise distribute or use Customer Content outside of our provision of the Service, except that as part of the right to archive Customer Content, the Block Protocol may permit our partners to store and archive Customer Content in public projects. Customer grants to the Block Protocol the rights it needs to use Customer Content without attribution and to make reasonable adaptations of Customer Content as necessary to provide the Service.
Any Content that Customer posts publicly, including issues, comments, and contributions to External Users' projects, may be viewed by others. By setting its projects to be viewed publicly, Customer agree to allow External Users to view and Fork Customer’s projects.
If Customer sets its pages and projects to be viewed publicly, Customer grants to External Users a nonexclusive, worldwide license to use, display, and perform Customer Content through the Service and to reproduce Customer Content solely on the Service as permitted through functionality provided by the Block Protocol (for example, through Forking). Customer may grant further rights to Customer Content if Customer adopts a license. If Customer is uploading Customer Content that it did not create or own, Customer is responsible for ensuring that the Customer Content it uploads is licensed under terms that grant these permissions to External Users
Whenever Customer adds Content to a project containing notice of a license, it licenses that Content under the same terms and agrees that it has the right to license that Content under those terms. If Customer has a separate agreement to license that Content under different terms, such as a contributor license agreement, that agreement will supersede.
Customer retains all moral rights to Customer Content that it uploads, publishes, or submits to any part of the Service, including the rights of integrity and attribution. However, Customer waives these rights and agrees not to assert them against the Block Protocol, solely to enable the Block Protocol to reasonably exercise the rights granted in Section D, but not otherwise.
Customer is responsible for managing access to its Private Projects, including invitations, administrative control of Organizations and teams, and of access.
The Block Protocol considers Customer Content in Customer’s Private Projects to be Customer’s Confidential Information. The Block Protocol will protect and keep strictly confidential the Customer Content of Private Projects in accordance with Section P.
Block Protocol personnel may only access Customer's Private Projects in the situations described in our Privacy Statement.
Customer may choose to enable additional access to its Private Projects. For example, Customer may enable various Block Protocol services or features that require additional rights to Customer Content in Private Projects. These rights may vary depending on the service or feature, but the Block Protocol will continue to treat Customer Content in Customer’s Private Projects as Customer’s Confidential Information. If those services or features require rights in addition to those it needs to provide the Service, the Block Protocol will provide an explanation of those rights.
Additionally, we may be compelled by law to disclose the contents of your private projects.
The Block Protocol will provide notice regarding our access to private project content, unless for legal disclosure, to comply with our legal obligations, or where otherwise bound by requirements under law, for automated scanning, or if in response to a security threat or other risk to security.
If Customer would like to use the Block Protocol's trademarks, Customer must follow all of the Block Protocol's trademark guidelines, including those on the [HASH Brand Guidelines] page (hash.ai/brand) which also covers the use of Block Protocol assets.
All rights are reserved to the text of this Agreement.
If Customer is a copyright owner and believes that Content on the Service violates Customer’s copyright, Customer may notify the Block Protocol in accordance with the HASH Copyrighted Materials (DMCA) Policy, which outlines the process and contact route via which copyright notices can be served to the Block Protocol.
As between the Parties, the Block Protocol owns all right, title and interest, including all intellectual property rights, in and to the Products. The Block Protocol reserves all rights in and to the Products not expressly granted to Customer under this Agreement.
Some Service features may be subject to additional terms as set forth in the Block Protocol Additional Product Terms. By accessing or using these features, Customer agrees to the Block Protocol Additional Product Terms.
Subscription Licenses are granted on a per User basis and multiple Users may not use the same Subscription License. Customer may reassign a Subscription License to a new User only after ninety (90) days from the last reassignment of that same Subscription License, unless the reassignment is due to (i) permanent hardware failure or loss, (ii) termination of the User’s employment or contract, or (iii) temporary reallocation of Subscription Licenses to cover a User’s absence. When Customer reassigns a Subscription License from one User to another, Customer must block the former User’s access to the Subscription License and Customer’s Organizations.
Customer’s Affiliates are authorized to use the Products in accordance with this Agreement, so long as Customer remains fully responsible for their access and use of the Products.
Payment Terms: Our pricing is available at blockprotocol.org/pricing (unless otherwise negotiated by the parties and stated in an Order Form). Customer agrees to pay the Fees in full, up front without deduction or setoff of any kind, in U.S. Dollars. Customer must pay the Fees within thirty (30) days of the Block Protocol invoice date. Amounts payable under this Agreement are non-refundable, except as otherwise provided in this Agreement. If Customer fails to pay any Fees on time, the Block Protocol reserves the right, in addition to taking any other action at law or equity, to (i) charge interest on past due amounts at 3.0% per month or the highest interest rate allowed by law, whichever is less, and to charge all expenses of recovery, and (ii) terminate the applicable Order Form or SOW. Customer is solely responsible for all taxes, fees, duties and governmental assessments (except for taxes based on the Block Protocol's net income) that are imposed or become due in connection with this Agreement.
Usage-Based Billing: Some Service features are billed based on your usage. A limited quantity of these Service features may be included in your plan for a limited term without additional charge. If you choose to purchase paid Service features beyond the quantity included in your plan, you pay for those Service features based on your actual usage in the preceding period. Payment for these purchases will be charged on a periodic basis in arrears, provided that for invoiced customers, paid Service features are billed in advance. See Block Protocol Additional Product Terms for details.
Customer may obtain additional Subscription Licenses under this Agreement by submitting a request through the Service or via its sales team. If Customer purchases the additional Subscription Licenses, Customer must pay the then-currently applicable Fees for them, prorated for the balance of the applicable Subscription Term. Upon renewal of Customer’s Subscription Licenses for another Subscription Term, the Block Protocol will invoice all Subscription Licenses at once on an annual basis unless otherwise specified in an Order Form.
If Customer uses Professional Services Credits to pay for Professional Services, then upon Customer’s receipt of an SOW, the applicable Professional Services Credits will be deducted from Customer’s Professional Services Credits balance. Customer is responsible for ensuring that its purchase order issued to the Block Protocol for the Professional Services reflects the pricing set forth in the SOW. If there is any difference in pricing listed in the SOW and the pricing listed in Customer’s purchase order, the pricing in the SOW will control. The Parties agree that SOWs payable via Professional Services Credits do not have to be signed by either Party to be valid and enforceable. All Professional Services Credits must be used within the time set forth in the Order Form or will automatically be canceled and are non-refundable. Customer may not apply Professional Services Credits to travel and lodging expenses, which must be invoiced separately.
Customer authorizes the Block Protocol to charge the on-file credit card, PayPal account, or other approved methods of payment for Fees.
This Agreement starts on the Effective Date and will continue in effect until terminated by a Party in accordance with this Section K.
Either Party may terminate an Order Form (if applicable) or this Agreement, without cause, upon at least thirty (30) days' prior written notice. If Customer elects to terminate an Order Form or Agreement, it is Customer's responsibility to properly cancel its account with the Block Protocol by going into Settings in the global navigation bar at the top of the screen. The Block Protocol cannot cancel accounts in response to an email or phone request.
Either Party may terminate this Agreement immediately upon notice if the other Party breaches a material obligation under this Agreement and fails to cure the breach within thirty (30) days from the date it receives notification. The Block Protocol may terminate this Agreement if Customer's Account has been suspended for more than 90 days.
The Block Protocol has the right to suspend access to all or any part of the Service, including removing Content, at any time for violation of this Agreement or to protect the integrity, operability, and security of the Service, effective immediately, with or without notice. Unless prohibited by law or legal process or to prevent imminent harm to the Service or any third party, the Block Protocol typically provides notice in the form of a banner or email on or before such suspension. The Block Protocol will, in its discretion and using good faith, tailor any suspension as needed to preserve the integrity, operability, and security of the Service.
All provisions of this Agreement which by their nature should survive termination will survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
For contractual purposes, Customer (1) consents to receive communications in an electronic form via the email address it submitted or via the Service; and (2) agrees that all Terms of Service, agreements, notices, disclosures, and other communications that the Block Protocol provides electronically satisfies any legal requirement that those communications would satisfy if they were on paper. This section does not affect Customer's non-waivable rights.
Communications made through email or the Block Protocol Support's messaging system will not constitute legal notice to the Block Protocol in any situation where notice to the Block Protocol is required by contract or any law or regulation. Legal notice to the Block Protocol must be in writing and served on the Block Protocol's legal agent.
General Warranty. Each Party represents and warrants to the other that it has the legal power and authority to enter into this Agreement, and that this Agreement and each Order Form and SOW is entered into by an employee or agent of such Party with all necessary authority to bind such Party to the terms and conditions of this Agreement.
Professional Services Warranty. Unless otherwise set forth in an SOW, the Block Protocol warrants that any Professional Services performed under this Agreement will be performed in a professional and workmanlike manner by appropriately qualified personnel. The Block Protocol's only obligation, and Customer's only remedy, for a breach of this warranty will be, at the Block Protocol's option and expense, to either: (i) promptly re-perform any Professional Services that fail to meet this warranty or (ii) if the breach cannot be cured, terminate the SOW and refund the unused prepaid Fees.
Service Disclaimer. The Block Protocol provides the Service “AS IS” and “AS AVAILABLE” without warranty of any kind. Without limiting this, the Block Protocol expressly disclaims all warranties, whether express, implied or statutory, regarding the Service including without limitation any warranty of merchantability, fitness for a particular purpose, title, security, accuracy and non-infringement. The Block Protocol does not warrant that the Service will meet Customer's requirements; that the Service will be uninterrupted, timely, secure, or error-free; that the information provided through the Service is accurate, reliable or correct; that any defects or errors will be corrected; that the Service will be available at any particular time or location; or that the Service is free of viruses or other harmful components. The Block Protocol will not be responsible for any risk of loss resulting from Customer's downloading and/or use of files, information, Content or other material obtained from the Service.
Beta Previews Disclaimer. Customer may choose to use Beta Previews in its sole discretion. Beta Previews may not be supported and may be changed at any time without notice. Beta Previews may not be as reliable or available as the Service. Beta Previews are not subject to the same security measures and auditing to which the Service has been and is subject. The Block Protocol will have no liability arising out of or in connection with Beta Previews. Customer uses Beta Previews at its own risk.
Indirect Damages. To the maximum extent permitted by applicable law, in no event will either party be liable to the other party or to any third party for any indirect, special, incidental, punitive, or consequential damages (including for loss of profits, revenue, or data) or for the cost of obtaining substitute products arising out of or in connection with this Agreement, however caused, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not a party has been advised of the possibility of such damages.
Limitation of Total Liability. To the maximum extent permitted by applicable law, in no event will either party's total cumulative liability under this Agreement from all causes of action and all theories of liability exceed the Fees Customer has actually paid to the Block Protocol during the 12 months preceding the claim giving rise to such liability. For products and services (including use of the Products) that are provided free of charge, the Block Protocol's liability is limited to direct damages up to $5,000.00 USD. For Beta Previews, the Block Protocol's liability is limited to direct damages up to $500.00 USD. For Overage Charging, the Block Protocol's liability is limited to direct damages up to the value of the Platform Fee that the Customer has actually paid to the Block Protocol during the 12 months preceding the claim giving rise to such liability.
Exclusions. The exclusions and limitations set forth in this Section N will not apply to liability arising out of (1) a Party’s breach of its confidentiality obligations in Section P (except for all liability related to Content (excluding Block Protocol Content), which will remain subject to the limitations and exclusions above) or (2) a Party’s defense obligations in Section O.
The Parties will defend each other against third-party claims, as and to the extent set forth in this Section O and will pay the amount of any resulting adverse final judgment or approved settlement, but only if the defending Party is promptly notified in writing of the claim and has the right to control the defense and any settlement of it. The Party being defended must provide the defending Party with all requested assistance, information, and authority. The defending Party will reimburse the other Party for reasonable out-of-pocket expenses it incurs in providing assistance, and will not settle or make any admissions with respect to a third-party claim without the other Party’s prior written consent, not to be unreasonably withheld or delayed. This Section O describes the Parties’ sole remedies and entire liability for such claims.
The Block Protocol will defend Customer against any claim brought by an unaffiliated third party to the extent it alleges Customer’s authorized use of the Service infringes a copyright, patent, or trademark or misappropriates a trade secret of an unaffiliated third party. If the Block Protocol is unable to resolve any such claim under commercially reasonable terms, it may, at its option, either: (a) modify, repair, or replace the Service (as applicable); or (b) terminate Customer’s subscription and refund any prepaid, unused subscription fees. The Block Protocol will have no obligation under this Section O.1 for any such claim arising from: i) the modification of the Service, or the combination, operation, or use of the Service with equipment, devices, software, systems, or data, other than as expressly authorized by this Agreement (including the Documentation); (ii) Customer’s failure to stop using the Service after receiving notice to do so; (iii) Customer’s obligations under Section O.2; (iv) products or services (including use of the Service) that are provided by the Block Protocol free of charge; or (v) access or use of Beta Previews. For purposes of the Block Protocol’s obligation under this Section O.1, the Service includes open source components incorporated by the Block Protocol therein.
Customer will defend the Block Protocol against any claim brought by an unaffiliated third party arising from: (i) Customer Content that Customer uploads to the Service; (ii) Customer's violation of this Agreement, including Customer’s breach of confidentiality or violation of Section C; or (iii) any third party-branded equipment, devices, software, systems, or data that Customer combines, operates, or uses with the Service.
If Customer has a dispute with one or more Users, Customer releases the Block Protocol from all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
Neither Party will use the other Party's Confidential Information, except as permitted under this Agreement. Each Party agrees to maintain in confidence and protect the other Party's Confidential Information using at least the same degree of care as it uses for its own information of a similar nature, but in any event at least a reasonable degree of care. Each Party agrees to take all reasonable precautions to prevent any unauthorized disclosure of the other Party's Confidential Information, including, without limitation, disclosing such Confidential Information only to its Representatives who (i) have a need to know such information, (ii) are parties to appropriate agreements sufficient to comply with this Section P, and (iii) are informed of the restrictions on use and disclosure set forth in this Section P. Each Party is responsible for all acts and omissions of its Representatives. The foregoing obligations will not restrict either Party from disclosing Confidential Information of the other Party pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the Party required to make such a disclosure gives reasonable notice to the other Party to enable such Party to contest such order or requirement, unless such notice is prohibited by law. The restrictions set forth in this Section P will survive the termination or expiration of this Agreement.
Upon Customer’s request for Professional Services, the Block Protocol will provide an SOW detailing such Professional Services. The Block Protocol will perform the Professional Services described in each SOW. The Block Protocol will control the manner and means by which the Professional Services are performed and reserves the right to determine personnel assigned. The Block Protocol may use third parties to perform the Professional Services, provided that the Block Protocol remains responsible for their acts and omissions. Customer acknowledges and agrees that the Block Protocol retains all right, title and interest in and to anything used or developed in connection with performing the Professional Services, including software, tools, specifications, ideas, concepts, inventions, processes, techniques, and know-how. To the extent the Block Protocol delivers anything to Customer while performing the Professional Services, the Block Protocol grants to Customer a non-exclusive, non-transferable, worldwide, royalty-free, limited-term license to use those deliverables during the term of this Agreement, solely in conjunction with Customer’s use of the Service.
The Block Protocol reserves the right, at its sole discretion, to amend this Agreement at any time and will update this Agreement in the event of any such amendments. The Block Protocol will notify Customer of material changes to this Agreement at least 30 days prior to the change taking effect by posting a notice on the Service or sending email to the primary email address specified in your Block Protocol account. Customer's continued use of the Service after those 30 days constitutes agreement to those revisions of this Agreement. For any other modifications, Customer's continued use of the Service constitutes agreement to our revisions of this Agreement.
The Block Protocol changes the Service via Updates and addition of new features. Nothwithstanding the foregoing, the Block Protocol reserves the right at any time to modify or discontinue, temporarily or permanently, the Service (or any part of it) with or without notice.
The Block Protocol will provide standard technical Support for the Service at no additional charge twenty-four (24) hours per day, five (5) days per week, excluding weekends and national U.S. holidays. Standard Support is only offered via web-based ticketing through Block Protocol Support, and Support requests must be initiated from a User with which the Block Protocol's Support team can interact. The Block Protocol may provide premium Support (subject to the Block Protocol Premium Support Terms) or dedicated technical Support for the Service at the Support level, Fees, and Subscription Term specified in an Order Form or SOW.
If Customer’s principal office is in the Americas, this Agreement will be governed by and construed in accordance with the laws of the State of California, without giving effect to the principles of conflict of law, any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in the Northern District of California, and the Parties hereby consent to personal jurisdiction and venue therein. If Customer’s principal office is outside the Americas, this Agreement will be governed by the laws of Ireland, any legal action or proceeding arising under this Agreement will be brought exclusively in the courts located in Dublin, and the Parties hereby consent to personal jurisdiction and venue therein. The Parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act will not apply to this Agreement. Notwithstanding anything to the contrary in the foregoing, the Block Protocol may bring a claim for equitable relief in any court with proper jurisdiction.
Customer may provide Feedback to the Block Protocol regarding the Products. Feedback is voluntary and is not Customer Confidential Information, even if designated as such. The Block Protocol may fully exercise and exploit such Feedback for the purpose of (i) improving the operation, functionality and use of the Block Protocol's existing and future product offerings and commercializing such offerings; and (ii) publishing aggregated statistics about the quality of the Products, provided that no data in any such publication will be used to specifically identify Customer, its employees or Customer’s proprietary software code.
Neither Party may assign or otherwise transfer this Agreement, in whole or in part, without the other Party's prior written consent, such consent not to be unreasonably withheld, and any attempt to do so will be null and void, except that the Block Protocol may assign this Agreement in its entirety, upon notice to the other party but without the other Party's consent, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of the assigning party's business or assets.
A Party's obligations under this Agreement may only be waived in writing signed by an authorized representative of the other Party. No failure or delay by a Party to this Agreement in exercising any right hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right hereunder at law or equity.
If any provision of this Agreement is deemed by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the Parties will modify or reform this Agreement to give as much effect as possible to that provision. Any provision that cannot be modified or reformed in this way will be deemed deleted and the remaining provisions of this Agreement will continue in full force and effect.
This Agreement may only be modified by a written amendment signed by an authorized representative of the Block Protocol, or by the Block Protocol posting a revised version in accordance with Section R. This Agreement represents the complete and exclusive agreement between the Parties. This Agreement supersedes any proposal or prior agreement oral or written, and any other communications between the Parties relating to the subject matter of these terms, including any confidentiality or nondisclosure agreements. In the event of any conflict between the terms of this Agreement and any Order Form or SOW, the terms of the Order Form or SOW will control with respect to that Order Form or SOW only.
If Customer publicly displays the name of its company or organization on its account or otherwise publicly display its trademarks or logos on its profile page, Customer allows the Block Protocol to use its company's or organization's name to identify Customer as a Block Protocol customer in promotional materials. Customer may revoke this permission by hiding its company or organization name from public display and notifying the Block Protocol in writing to stop using its organization's name in promotional materials. However, the Block Protocol will have no obligation to remove or recall any prior use or distribution of the promotional materials.
The Block Protocol will be excused from liability to the extent that it is unable to perform any obligation under this Agreement due to extraordinary causes beyond its reasonable control, including acts of God, natural disasters, strikes, lockouts, riots, acts of war, epidemics, or power, telecommunication or network failures.
Each Party is an independent contractor with respect to the subject matter of this Agreement. Nothing contained in this Agreement will be deemed or construed in any manner to create a legal association, partnership, joint venture, employment, agency, fiduciary, or other similar relationship between the Parties, and neither Party can bind the other contractually.
Questions about the Terms of Service? Contact us.