Last updated: August 26, 2021

“Customer” access to and usage of (collectively referred to as “Access”) Wholechain’s Services (as defined below) is conditioned upon Customer accepting the following Terms and Conditions.

Upon Customer or Customer Agent Access, Customer hereby represents to Wholechain that Customer has reviewed these Terms and Conditions and agrees that Customer’s Access to Services signifies Customer agreement to the governance of these Terms and Conditions including any executed agreement that incorporates these Terms and Conditions between Customer and Wholechain for Access to the Services (as defined herein). Customer further represents and warrants to Wholechain that to the extent Customer Agent (as defined herein) is Accessing the Services on behalf Customer, Customer has given prior authority to Customer Agent to agree to and accept these Terms and Conditions on behalf of Customer.

Wholechain’s Services may not be accessed by Customer or Customer Agent for purposes of monitoring their availability, performance, or functionality, or for any other benchmarking or competitive services.

Wholechain’s direct competitors are prohibited from accessing Wholechain’s Services without the prior written consent of Wholechain.

1. Definitions.

“Access” means access to and usage of Wholechain Services.

“Agent” means a person who has been legally empowered to act on behalf of Wholechain or Customer.

“Aggregated Data” means the data and metrics of Customer that Wholechain (a) captures, (b) collects, and (c) aggregates and analyzes.

“Agreement” means Customer’s agreement to these Terms and Conditions for Services, and any other document executed by both Customer and Wholechain which (1) incorporates these Terms and Conditions whether by reference or inclusion, (2) may only consist of these Terms and Conditions, and/or (3) may relate to these Terms and Conditions and one or more other agreements, including but not limited to a Subscription Agreement, executed by both Wholechain and Customer.

“Application” means Software that can be downloaded for Access by Customer, owned, licensed and/or operated by Wholechain.

“Confidential Information” has the meaning set forth in Section 16.

“Customer” means an entity, individual or Customer Agent who has accepted these Terms and Conditions to Access Wholechain’s Services and/or has otherwise executed an Agreement incorporating these Terms and Conditions.

“Customer Agent” means an individual who is an Agent of Customer who is authorized by that Customer to Access Services, for whom Customer has entered into an Agreement, and to whom an individual or Customer has supplied a user identification and password.

“Customer Marks” means Customer’s trademarks, logos, and trade names as authorized by Customer to Wholechain to perform Services.

“Entity” means a company, organization or other legal entity.

“Indemnified Parties” means Wholechain, Customer and their affiliates, subsidiaries, parent and related companies, officers, directors, Agents and employees as set forth in Section 9.

“Indemnitee” as the meaning set forth in Section 9.

“Party” means either Wholechain or Customer as determined by context.

“Parties” means both Wholechain and Customer.

“Plan Details” means included features of Wholechain Services as defined in the Agreement.

“Services” means the Website, Software and Application owned and/or operated by Wholechain by which Customer has Access.

“Software” means the programs and other operating information owned and/or operated by Wholechain.

“Subscription Agreement” means any contractual agreement between Wholechain and Customer that is in addition to and incorporates these Terms and Conditions for on-going Access to Services which is executed by Wholechain and Customer, whether fixed, monthly or annually.

“Term” means the agreed upon length Wholechain will provide Services to Customer as defined in an Agreement.

“Website” means www.wholechain.com and its related web pages located under the same domain name or other domain name owned and operated by Wholechain.

“Wholechain” means Wholechain, Inc., a Delaware corporation.

“Wholechain Proprietary Rights” means the Services and any proprietary rights or technological developments related thereto or otherwise employed as part of any of the Services provided by Wholechain.

2. Representations and Warranties.

The Parties represent and warrant they have the full right and legal authority to enter into and fully perform in accordance with Wholechain’s Terms and Conditions. Wholechain further represents and warrants that it is responsible for securing any required license or permits to complete the Services, and that Wholechain’s technology will not infringe on any third-party rights. Customer further represents and warrants that any content and Customer Marks provided by Customer will not infringe on any third-party rights.

Wholechain warrants that Services provided to Customer by Wholechain hereunder will meet the specifications as represented herein, will be provided in a professional manner and will be provided in accordance with industry standards. Wholechain expressly disclaims (to the greatest extent permissible under applicable law) all other warranties, express, implied, statutory, or otherwise, relating to the Services, including but not limited to any WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES ARISING FROM ANY COURSE OF DEALING OR COURSE OF TRADE. Wholechain does not warrant that (a) the Services will be free of errors (b) the Services will be completely secure or uninterrupted, (c) the Services will be free of illegal hacking by third-parties (Wholechain will take reasonable steps consistent with industry standard to protect against such hacking), (d) any errors in the Services will be corrected or (e) the products or Services provided by Wholechain are properly priced. Some jurisdictions do not permit limitations or exclusions of warranties and liabilities, so while some or all of this Section may not apply to Customer in such jurisdictions, this Section will apply to the fullest extent permissible under the law.

Customer’s Access of Services is at Customer’s sole risk. The Services are provided to Customer on an “AS IS, WHERE IS” basis.

Customer hereby acknowledges that the Services may contain links to third-party websites or services that are not owned or controlled by Wholechain. Customer acknowledges that Wholechain has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third-party web sites or services. Customer acknowledges and agrees that Wholechain is not responsible and shall not be liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content or services available on or through any such third parties unless such damage or loss is caused by the gross negligence or willful misconduct of Wholechain, its affiliates, employees, subcontractors or Agents.

3. Plan Details.

Plan Details of Wholechain Services available to Customer as specified in any Agreement between Wholechain and Customer as amended from time to time.

4. Use of Trademarks.

The Services and its original content (excluding Content provided by Customer), features and functionality are and will remain the exclusive property of Wholechain and/or its licensors. The Services are protected by copyright, trademark, and other laws of both the United States and foreign countries.

Except as expressly permitted in Wholechain’s Terms and Conditions, neither Party shall be entitled to use the trademarks, logos, or trade names of the other without such Party’s prior written consent; provided that Customer hereby grants Wholechain a terminable license to use Customer’s trademarks, logos, and trade names as reasonably necessary for Wholechain to perform the Services (“Customer Marks”).Customer may terminate Wholechain’s license as described in the immediately preceding sentence with thirty (30) day’s written notice to Wholechain.

5. User Conduct.

5.1 Customer’s Access of Services. Customer represents and warrants that its Access of Services:

(a) will be in compliance with any applicable laws, including but not limited to, intellectual property, privacy, and criminal laws;

(b) will be in compliance with any obligations Customer may owe to any other third-party;

(c) will be in compliance with Wholechain’s Terms and Conditions and other written policies or agreements Customer may have with Wholechain;

(d) will only be Accessed to post content owned by Customer and/or that Customer has the right to Access and publish through the Services; and

(e) will only be to post content that does not violate any privacy rights, publicity rights, copyrights, contract rights, or any other rights of any third-party.

5.2 Prohibited Access of Services. Customer represents and warrants it will refrain from Accessing the Services to:

(a) submit any material that others may find objectionable, including but not limited to pornographic, violent, derogatory, deceptive, harassing or any other type of offensive material;

(b) submit, solicit, or collect any non-public information about the Services;

(d) misrepresent Customer’s identity or affiliation with Wholechain;

(e) misappropriate any content of the Services.

(f) submit any fraudulent, false or misleading information;

(g) submit confidential information relating to any individual;

(h) submit any information in violation of the laws of any applicable jurisdiction; and

(i) distribute, modify, transmit, reuse, download, repost, copy, or use information for Customer’s sole commercial purposes or for personal gain that Wholechain provides through the Services, other than as permitted in Wholechain’s Terms and Conditions.

6. Third-Party Transactions.

Customer acknowledges and agrees that any transaction between Customer and any third-party that may be initiated, processed, or memorialized, in whole or in part, though the Services are solely between Customer and such third-party, and Wholechain is not a party to such transaction. Further, Customer acknowledges and agrees that any assistance that may be provided through the Services in connection with any third-party transaction is offered as an accommodation and convenience, and Wholechain will have no liability arising out of or related to such transaction unless such liability is caused by the gross negligent or willful acts of Wholechain, its affiliates, employees, subcontractors or Agents.

7. Ownership.

Each Party shall retain complete ownership of all trademarks, logos, designs, copyrights, trade names and all other intellectual property rights which it owns or has rights to and which are used in any way in materials in connection with this Agreement or the Services. Any materials developed by Wholechain as a result of this Agreement or the Services will be owned by Wholechain, subject to Customer’s rights in and to any of its trademarks, copyrights, or other intellectual property contained therein. In this regard, it is specifically understood that Wholechain is the sole owner of Wholechain, the Services, and any proprietary rights or technological developments related thereto or otherwise employed as part of any of the Services (collectively “Wholechain Proprietary Rights”) and Customer shall only have the limited right to use such Wholechain Proprietary Rights as permitted by Wholechain’s Terms and Conditions and any other written agreement through which Customer and Wholechain incorporate Wholechain’s Terms and Conditions. The Parties hereby expressly agree this provision is intended to protect Wholechain’s Proprietary Rights to the full and maximum extent permitted by law.

Wholechain and Customer agree that Customer retains ownership of all of its data. Notwithstanding the immediately preceding sentence, Customer grants to Wholechain a terminable license to use, reproduce, display, distribute, and prepare information Customer uploads to or inputs into the Services and hereby agrees that such information is available for public disclosure. Customer further agrees Wholechain has the right but not the obligation to monitor and edit any information provided by Customer.

Wholechain and Customer further agree that other customers and/or suppliers may contract with Wholechain for the Services for their products. Wholechain and Customer agree that if other customers and/or suppliers contract with Wholechain to provide the Services for their products, information may be requested or obtained from the other customers and/or suppliers, that may be the same or similar to information provided by Customer.

8. Independent Contractors.

Each Party is acting as an independent contractor with respect to the Services and Wholechain’s Terms and Conditions. The Services and Wholechain’s Terms and Conditions shall not constitute, give rise or effect to, or otherwise create or establish, any agency, employee-employer relationship, joint venture, pooling arrangement, partnership, or formal business organization of any kind. Neither Party shall have the authority to bind, represent or commit the other Party or to make or accept any offers or representations on the other Party’s behalf.

9. Indemnification.

Each Party agrees to defend, indemnify and hold the other Party, its affiliates, subsidiaries, parent and related companies, officers, directors, Agents, and employees (collectively, the “Indemnified Parties”) harmless from and against any and all third-party claims, settlements, judgments, liabilities, damages, losses, suits and expenses of any nature whatsoever, including reasonable outside attorneys’ fees (and fees incurred in enforcing this provision), arising out of, based upon or in connection with any gross negligence or wrongful intentional conduct of an indemnifying party. Additionally, Customer agrees to indemnify and hold Wholechain and its licensees, licensors, and their employees, contractors, agents, officers, and directors (collectively the “Indemnitee”) harmless from any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including but not limited to attorneys’ fees) not caused by Wholechain or any Indemnitee, and resulting from or arising out of (a) Customer’s Access to the Services by Customer, Customer Agent or anyone using Customer’s account with Wholechain, (b) any use of any of the data Wholechain provides to Customer through the Services, and (c) any breach of Wholechain’s Terms and Conditions by Customer. Finally, Customer agrees to indemnify and hold Wholechain harmless from any claims for damages or injury, including death, relating to or arising from any claim made by any customer or eventual purchaser of any of Customer’s services or products for which Wholechain provides Services, unless such claim arises as a result of the gross negligence or the intentional misconduct of Wholechain, its affiliates or any Indemnitee.

The Parties hereto shall carry liability and other insurance coverages in kinds and amounts sufficient to cover their indemnity and other obligations hereunder, and shall provide and maintain with each other current certificates of insurance evidencing all of such insurance coverages during the term of this Agreement and for a period of two (2) years following the termination of this Agreement.

The indemnification and other obligations of this Section 9 shall survive the termination of this Agreement.

10. Limited Liability.

UNDER NO CIRCUMSTANCES SHALL WHOLECHAIN, NOR ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER ARISING OUT OF CUSTOMER’S ACCESS TO THE SERVICES OR WHOLECHAIN’S TERMS AND CONDITIONS, INCLUDING WITHOUT LIMITATION ANY LOSS OF BUSINESS, GOODWILL, REVENUE, PROFITS, OPPORTUNITIES, REPUTATION, BUSINESS INTERRUPTION, OR DATA. THE LIMITATIONS SET FORTH IN THIS SECTION APPLY REGARDLESS OF THE LEGAL THEORY ON WHICH A CLAIM IS BROUGHT (WHETHER ON THE BASIS OF CONTRACT, NEGLIGENCE, OTHER TORTS, OR STRICT LIABILITY), EVEN IF WHOLECHAIN HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGE OR IF SUCH DAMAGE COULD HAVE BEEN REASONABLY FORESEEN, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY EXCLUSIVE REMEDY PROVIDED IN WHOLECHAIN’S TERMS AND CONDITIONS. IN THE EVENT A COURT FINDS THE FOREGOING LIMITS OF LIABILITY UNENFORCEABLE FOR ANY REASON, THE PARTIES HEREBY AGREE THAT THE MAXIMUM, CUMULATIVE, AND AGGREGATE LIABILITY OF WHOLECHAIN HEREUNDER, REGARDLESS OF THE FORM OF THE CLAIM OR ACTION (WHETHER BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, PRODUCT LIABILITY, OR ANY OTHER THEORY) AND NOTWITHSTANDING THE FAILURE OF AN ESSENTIAL PURPOSE OF ANY LIMITED REMEDY SET FORTH IN WHOLECHAIN’S TERMS AND CONDITIONS, SHALL BE LIMITED AN AMOUNT EQUAL TO THE FEES PAID BY CUSTOMER TO WHOLECHAIN.

11. Price Change by Wholechain.

11.1 Customer with No Subscription Agreement. Wholechain may alter the fee it charges a Customer with no Subscription Agreement by giving Customer thirty (30) calendar days written notice.

11.2 Customer with Monthly Subscription Agreement. Wholechain may alter the fee it charges a Customer with a Monthly Subscription Agreement by giving such Customer ninety (90) calendar days written notice.

11.3 Customer with Annual Subscription Agreement. Wholechain may alter the fee it charges a Customer with an Annual Subscription Agreement by giving such Customer one hundred twenty (120) calendar days written notice.

12. Termination.

12.1 By Wholechain. This Agreement may be terminated with written notice by Wholechain (i) immediately to the extent Customer fails to timely pay Wholechain; (ii) immediately to the extent Customer infringes on a copyright of Wholechain or any third-party; (iii) immediately to the extent Customer provides Wholechain with inaccurate, incomplete, or obsolete information; (iv) immediately upon a bankruptcy, receivership or any other insolvency proceeding is filed by or against Customer; or (v) immediately if there is a change of ownership or control of Customer equal to fifty percent (50%) or more of the ownership and control existing as of the effective date of this Agreement; (vi) immediately upon a determination that Customer has made a material misrepresentation to Wholechain pertaining to any subscription agreement and/or these Terms and Conditions; or (vii) Customer materially breaches any of the provisions of this Agreement.. Upon the occurrence of an event that allows termination under (i) through (vi) Wholechain may immediately terminate this Agreement. Upon the occurrence of an event that allows termination under (vii), Wholechain may terminate with sixty (60) calendar days written notice to Customer.

12.2 By Customer.

(a) Customer with No Subscription Agreement. This Agreement may be terminated by Customer with no Subscription Agreement with thirty (30) calendar days written notice to Wholechain. An Agreement to be terminated pursuant to this Section will terminate on the last day of the Term falling immediately after the thirtieth (30th) calendar day after Wholechain’s receipt of notice of termination hereunder.

(b) Customer with Monthly Subscription Agreement. This Agreement may be terminated by Customer with a Monthly Subscription Agreement by not less than sixty (60) calendar days written notice to Wholechain. A Monthly Subscription Agreement terminated pursuant to this Section will terminate on the last day of the Monthly Subscription Agreement Term falling immediately after the sixtieth (60th) calendar day after Wholechain’s receipt of the notice of termination.

(c) Customer with Annual Subscription Agreement. This Agreement may be terminated by a Customer with an Annual Subscription Agreement by written notice delivered to Wholechain at least ninety (90) calendar days prior to the end of the then existing Annual Subscription Agreement Term.

(d) User for Cause. Notwithstanding anything else contained in this Agreement or elsewhere, Customer may immediately terminate this Agreement at any time with written notice for any of the following: (i) Wholechain materially fails to provide the Services hereunder for a period of five (5) consecutive days; (ii) Wholechain materially breaches any of the provisions of this Agreement; (iii) Wholechain has made a material misrepresentation to Customer pertaining to any subscription agreement and/or these Terms and Conditions; or (iv) a bankruptcy, receivership or any other insolvency proceeding is filed by or against Wholechain.

13. Amendment.

Wholechain’s Terms & Conditions may be modified or amended at any time at the sole discretion of Wholechain and without any notification by Wholechain to Customer. Wholechain’s Terms and Conditions may also be modified or amended by Wholechain making such modifications and amendments to the electronic version of its Terms and Conditions published at www.wholechain.com/terms. Continuing Access of Services is Customer confirmation of agreeance to Wholechain’s then existing Wholechain Terms and Conditions stated at www.wholechain.com/terms.

14. Force Majeure.

If because of an act of God, pandemic, inevitable accident, fire, lockout, strike or other labor dispute, riot or civil commotion, act of terrorism or war, act of government or government instrumentality (whether federal, state or local), failure of performance by a common carrier, or other cause beyond the reasonable control of a Party, either Party is unable to perform any or all of its obligations hereunder, then such inability will not be a breach of Wholechain’s Terms and Conditions. If Wholechain is not able to provide any of its contracted Services to Customer due to a Force Majeure event hereunder, Customer shall be entitled to a partial or full refund of its subscription fees for any such Services that are not provided by Wholechain.

15. Governing Law.

Customer’s Access of Services, Wholechain’s Terms and Conditions, and all matters and issues collateral thereto shall be governed by the laws of the State of Michigan, without regard to its statutes or rules regarding conflicts-of-law. Except with respect to a Party seeking injunctive or other equitable relief, all disputes arising out of or in connection with Customer’s Access of Services or Wholechain’s Terms and Conditions will be resolved solely by in the appropriate court governing in the County of Oakland, State of Michigan.

THE PARTIES HERETO HEREBY AGREE TO WAIVE ANY RIGHTS THAT THEY HAVE OR MAY HAVE TO A JURY TRIAL IN ANY LEGAL PROCEEDING(S) BROUGHT PERTAINING TO THESE TERMS AND CONDITIONS AND/OR ANY SUBSCRIPTION AGREEMENT TO THE FULLEST EXTENT PERMITTED BY LAW.

16. Confidentiality.

“Confidential Information” means any information obtained by a Party, whether orally, in documents, electronically, or otherwise, in any form or medium, in any way relating to the business or operations of the other Party and that would reasonably under the circumstances be expected or considered to be confidential or proprietary by a prudent person, that is not generally known or available to the public. Confidential Information shall not include information that a Party can demonstrate was: (i) available to the public at the time of disclosure to such Party, as evidenced by generally available documents or publications, through no fault of such Party; (ii) published or otherwise a part of the public domain after disclosure to such Party, through no fault of such Party; (iii) in the possession of such Party at the time of disclosure to such Party hereunder, if such Party was not then under an obligation of confidentiality with respect thereto; or (iv) independently developed by such Party outside of the course of its performance under this Agreement and without reference to the Confidential Information of the other Party.

Except as expressly provided herein, each Party shall: (a) maintain the confidentiality of the Confidential Information of the other Party using at least the same standard of care as such Party uses to avoid disclosure of its own Confidential Information of a similar nature, but in no event less than a reasonable standard of care; (b) take reasonable steps to prevent the use, disclosure, dissemination or copying of the Confidential Information of the other Party other than as expressly permitted by this Agreement; (c) use the Confidential Information of the other Party solely as necessary and appropriate for such Party to perform its duties and exercise its rights under this Agreement; (d) not acquire any express or implied right or license under any intellectual property or proprietary right, or assert any lien against the Confidential Information of the other Party; (e) promptly return or destroy the other Party’s Confidential Information, as the other Party directs, upon the request of the other Party and upon Customer’s discontinued Access of Services; and (f) use commercially reasonable efforts to inform its employees, Agents, and subcontractors who perform duties with respect to this Agreement about these restrictions.

Each Party may disclose Confidential Information of the other Party to its employees, Agents, and third-party consultants and subcontractors who have a need to know such Confidential Information in order to perform their duties for such Party. A Party receiving Confidential Information of the other Party assumes full responsibility for the acts or omissions of its employees, Agents, consultants, and subcontractors with respect to such Confidential Information. Either Party may disclose Confidential Information of the other Party as required by law or legal process, provided that in the event that disclosure of the other Party’s Confidential Information is so required, written notice is provided to such other Party as soon as reasonably practicable after learning of such required disclosure to allow the other Party to take any steps that Party deems necessary to protect such information. The Party receiving the information agrees to reasonably cooperate with the other Party (at the sole cost and expense of the other Party) to the extent the other Party seeks to protect the disclosure of such information. To the extent the other Party fails to seek to protect the information after receiving written notice as required by this Section, the Party receiving the information is permitted to disclose the requested information as requested.

Each Party may disclose the existence of this Agreement (but not the terms of this Agreement) in promotional materials, and each Party may disclose the terms of this Agreement to the extent (and only to the extent) required to enforce its terms or the rights of such Party hereunder.

The obligations of the Parties with respect to Confidential Information, as set forth in this Section, shall expressly remain in force and effect throughout the period of time Customer Accesses Services and/or during the Term of any Agreement, and: (a) with respect to Confidential Information that constitutes a trade secret, for so long as such trade secret status is maintained under applicable law; and (b) with respect to Confidential Information that does not constitute a trade secret under applicable law, for a period of four (4) years after the expiration or termination of any Agreement between Wholechain and Customer, or the longest period of time permitted under applicable law, if less than four (4) years.

Notwithstanding the other terms of this Section but subject to the restrictions provided in this paragraph below, Customer agrees that Wholechain may (a) capture data regarding Customer’s Access of the Services, (b) collect metrics and data included in Customer’s data provided to Wholechain pursuant to this Agreement, and (c) aggregate and analyze any metrics and data collected from Customer (collectively, “Aggregated Data”). Customer agrees and authorizes Wholechain to use, reproduce, distribute, and prepare Aggregated Data as a part of its Services to Customer and other Wholechain clients and customers, provided that under no circumstances shall Wholechain use Aggregated Data in a way that identifies Customer, and/or suppliers, or Customer’s Agents as the source of the data. By way of illustration and not limitation, Wholechain’s use of Aggregated Data may include examination of Aggregated Data to develop enhancements to the Services or the provision of Aggregated Data to Customer or Customer’s Agents and suppliers for benchmarking purposes without disclosing Customer’s name and/or, subject to the terms of Section 7 above, Customer’s intellectual property or brands, and without disclosing the names of any of Customer’s customers, suppliers and/or Customer’s Agents and/or their intellectual property or brands.

Customer agrees it is responsible for maintaining the confidentiality of its account and password with Wholechain, including but not limited to restrictions relating to access to Customer’s computer, Customer’s Wholechain account and/or Wholechain’s Services. Customer accepts responsibility for all activities and actions that occur through its account and/or its password relating to Wholechain’s Services. Customer agrees to immediately notify Wholechain upon learning of any breach of security or unauthorized Access of its account or access to Wholechain’s Services. This paragraph shall not apply to any extent that any claims, losses, liabilities, damages, costs and expenses are caused by the gross negligence or willful misconduct of Wholechain or its affiliates, employees, subcontractors or agents.

17. Notices.

All notices required or permitted hereunder shall be in writing and may be emailed with proof of delivery, personally delivered, sent by reputable overnight courier with proof of delivery, or by U.S. certified mail, return receipt requested, postage prepaid; and in each case addressed to Wholechain as provided at www.wholechain.com/contact, to Customer as provided by Customer in a written Agreement between Customer and Wholechain, and to Customer as provided by Customer upon the creation of an account and login for Wholechain Services.

18. Taxes.

In addition to any specified charges, Customer shall be responsible for all taxes and fees of any kind that may be levied or imposed on either Party by federal, state, municipal, or other governmental authorities in connection with the Services, with the exception of Wholechain’s income tax obligations.

19. Entire Agreement.

This Agreement, as may be amended from time to time by Wholechain as allowed in Section 13 hereof, along with any other written agreement executed by the Parties which incorporates Wholechain’s Terms and Conditions by reference, constitutes the entire agreement between Customer and Wholechain and will supersede any and all other agreements between the Parties whether verbal or otherwise.

20. Wholechain Communications.

By accepting Wholechain’s Terms and Conditions, Customer is subscribing to any free newsletters, marketing and other promotional material provided by Wholechain to its Customers.

21. Authority.

The individual or Agent accepting the Terms and Conditions for Customer hereby represents that he or she has full legal authority to bind Customer to Wholechain’s Terms and Conditions.

22. Use of Third-Party for Payments.

Wholechain may use third-party services to facilitate payments for Customer’s Access of Services. By Customer Agreement and Access to Services, Customer hereby authorizes and agrees that Wholechain may disclose Customer’s payment information to a third-party retained by Wholechain for this payment service.

23. Right of Refusal or Cancellation.

Wholechain reserves the right to refuse Customer’s Access of its Services or cancel Customer’s Access of its Services, in Wholechain’s sole discretion, for reasons which include but are not limited to product or service unavailability, errors in information provided by Customer, suspected unauthorized or illegal use, or any other reason in Wholechain’s sole discretion. Upon the exercise of any such rights by Wholechain, Customer shall be entitled to a refund of any unearned subscription fees.

24. Subscriptions.

To the extent Customer and Wholechain enter into an Agreement, Customer will be billed in advance for the agreed upon Term, which may be for a monthly term or an annual term. Customer agrees no Subscription Agreement will become valid until the applicable advance Subscription Agreement payment is received by Wholechain. Monthly Subscription Agreements will automatically renew for additional monthly Terms unless Customer provides Wholechain written notice of Customer’s intent to terminate the Subscription Agreement consistent with the terms of Section 12 above. Likewise, Annual Subscription Agreements will automatically renew for additional annual Terms unless Customer provides Wholechain written notice of Customer’s intent to terminate the Subscription Agreement consistent with the terms of Section 12 above.

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If you have any questions about these Terms & Conditions, please contact us.