Welcome to OpenNode!
These TERMS AND CONDITIONS (this "Agreement") are agreed to between OpenNode, Inc. a Delaware corporation (“OpenNode”, “we” or “us”) and you (“You” or “Your”) and govern Your use of and access to the OpenNode Platform.
OpenNode offers its multi-layered cryptocurrency payment processing platform comprised of mobile applications and websites provided by and on behalf of OpenNode (collectively, the “Platform”). As used in this Agreement, the term “Platform” includes all such mobile applications and websites and all Services and Content (as defined below). The Platform allows merchants and their employees and contractors (each, a “User”) to process cryptocurrency transactions and verify customer’s identities, as described on the Platform (“Services”).
Before becoming a User, and before accessing or using the Platform, You are required to agree to the terms of this Agreement. Unless You and OpenNode have each signed a separate agreement regarding the Platform, this Agreement is the complete and exclusive agreement between You and OpenNode regarding Your access to and use of the Platform and supersedes any oral or written proposal, unsigned agreements or other communication between You and OpenNode regarding Your access to and use of the Platform.
PLEASE CAREFULLY READ THIS AGREEMENT. BY ACCESSING OR USING THE PLATFORM, OR BY CLICKING A BOX THAT STATES THAT YOU ACCEPT OR AGREE TO THESE TERMS, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF ANOTHER ORGANIZATION OR ENTITY (“ENTITY”), YOU REPRESENT THAT YOU HAVE AUTHORITY TO BIND THAT ENTITY TO THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY OR YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO ACCESS OR USE THE PLATFORM OR CLICK THAT YOU ACCEPT OR AGREE TO THESE TERMS.
IF YOU DO NOT AGREE TO THIS AGREEMENT, OR DO NOT MEET THE QUALIFICATIONS INCLUDED IN THIS AGREEMENT, OPENNODE IS NOT WILLING TO PROVIDE YOU WITH ACCESS TO OR USE OF THE PLATFORM AND YOU MUST NOT ACCESS OR USE THE PLATFORM.
THESE TERMS CONTAIN AN ARBITRATION PROVISION, WHICH LIMITS YOUR RIGHTS TO BRING AN ACTION IN COURT AND HAVE DISPUTES DECIDED BY A JUDGE OR JURY, AND PROVISIONS THAT LIMIT OPENNODE’S LIABILITY TO YOU. YOUR BREACH OF ANY PROVISION OF THIS AGREEMENT WILL AUTOMATICALLY, WITHOUT THE REQUIREMENT OF NOTICE OR OTHER ACTION, REVOKE AND TERMINATE YOUR RIGHT TO ACCESS THE PLATFORM.
1. Term. This Agreement is entered into as of the earlier of the date You first access or use Platform (the “Effective Date”) and will continue until terminated as set forth herein.
2. Modifications. OpenNode reserves the right, at any time, to modify the Platform, as well as the terms of this Agreement, whether by making those modifications available on the Platform or by providing notice to You as specified in this Agreement. Any modifications will be effective upon posting to the Platform or delivery of such other notice, unless otherwise required by law. You may cease using the Platform or terminate this Agreement at any time if you do not agree to any modification. However, You will be deemed to have agreed to any and all modifications through Your continued use of the Platform following such notice.
3. Eligibility. The Platform is intended for use by individuals 18 years of age and older. Additionally, to access and use the Platform you may need to fulfil certain other legal obligations or criteria required in your jurisdiction. OpenNode makes no representations that the Platform is appropriate or available for use in all jurisdictions. Accessing any part of the Platform is prohibited from any jurisdictions where access to or use of the Platform is prohibited.
4. Accounts and Conduct.
4.1. Account Creation and Responsibility. Before becoming a User, You must establish an account on the Platform (an “Account”). Approval of Your request to establish an Account will be at the sole discretion of OpenNode. Each Account and the User identification and password for each Account (the “Account ID”) is for Your sole use and may only be used by You and Your authorized employees and contractors. You may not distribute or transfer Your Account or Account ID or provide a third-party with the right to access Your Account or Account ID. You are solely responsible for all use of the Platform through Your Account. All transactions completed through Your Account or under your Account ID will be deemed to have been lawfully completed by You. You will ensure the security and confidentiality of Your Account ID and will notify OpenNode immediately, by email at firstname.lastname@example.org, if any Account ID is lost, stolen or otherwise compromised. In connection with establishing an Account, You will be asked to submit certain information about Yourself (“Registration Information”). You agree that: (1) all Registration Information You provide will be true and complete; and (2) You will maintain and promptly update Your Registration Information to keep it accurate and current. You may not: (a) select or use an Account ID of another person with the intent to impersonate that person; and (b) use an Account ID that OpenNode, in its sole discretion, deems offensive.
4.2. Your Content. You are solely responsible for all Content you to provide, upload, submit, or post to, or generate through access to or use of the Platform including by connecting or communicating with other Users (“Your Content”). Your responsibility for Your Content extends to resolving any disputes that may arise between you and any User or other Entity because of Your Content. By providing, uploading, submitting, posting, or generating Your Content, you grant OpenNode and its authorized representatives and contractors a perpetual and non-exclusive right and license to use, process, store, and transmit, and disclose Your Content (a) to provide the Services and fulfill other obligations described in this Agreement and (b) to further develop and provide services for OpenNode customers. You understand that in certain contexts Your Content may be visible to, sent to, and viewed by other Users and you expressly waive any privacy rights you may otherwise have in Your Content in such contexts. You agree to allow us, if we elect in our sole discretion, to provide Your Content to other Users in connection with identity verification Services, described below. You represent, warrant, and covenant that Your Content: (a) does not violate this Agreement or any applicable laws; (b) is not libelous, defamatory, obscene, abusive, pornographic, threatening, or an invasion of privacy; (c) does not constitute an infringement or misappropriation of the IPR (as defined below) or other rights of any third-party; (d) is not an advertisement or solicitation of funds, goods, or services; (e) is not false, misleading, or inaccurate; or (f) could not be considered junk mail, spam, a part of a pyramid scheme, a disruptive commercial message or disruptive advertisement. OpenNode is not responsible or liable for any deletion, correction, destruction, damage, loss or failure to store or back-up any of Your Content. You agree that You have all right, title, interest and consent in Your Content necessary to allow OpenNode to use Your Content for the purposes for which You provide Your Content to OpenNode.
4.3. Your Conduct. You agree not to harass, advocate harassment, or to engage in any conduct that is abusive or harmful to any Entity. We reserve the right, but are not obligated, to investigate and/or prohibit any conduct, or remove or refuse to post any Content (including Your Content), that we deem in our sole discretion to be unlawful, harmful, in breach of this Agreement, or otherwise offensive to You, the Platform, Users, our customers, our rights, or any Entity. We assume no liability for any action or inaction with respect to Your conduct, communication, transactions, or Content. Additionally, we may disclose any Content or electronic communication of any kind: (i) to satisfy any law or request by a governmental authority; (ii) if such disclosure is necessary or appropriate to operate the Platform; (iii) to protect our rights or property, our Users and customers, You, or any other Entity; or (iv) if, in our sole discretion, such Content or electronic communication should be referred to law enforcement or other government authorities.
5.1. To OpenNode. Subject to Your compliance with this Agreement, OpenNode will permit You to access and use the Platform solely for lawful non-consumer business purposes in accordance with the terms of this Agreement and any other agreement You agree to before being given access to any specific areas of the Platform. OpenNode requires You to enable Bitcoin acceptance through the platform, if You are interested in accepting debit cards and/or secure bank transfers as well. Any additional agreement is in addition to this Agreement and will govern Your use of the portions of the Platform to which the additional agreement applies in the event of a conflict between the terms of this Agreement and the additional agreement.
5.2. To OpenNode. Subject to Your compliance with this Agreement, OpenNode will permit You to access and use the Platform solely for lawful non-consumer business purposes in accordance with the terms of this Agreement and any other agreement You agree to before being given access to any specific areas of the Platform. Any additional agreement is in addition to this Agreement and will govern Your use of the portions of the Platform to which the additional agreement applies in the event of a conflict between the terms of this Agreement and the additional agreement.
5.3. To Content. Unless otherwise noted on the Platform, other than Your Content, all Content available through the Platform (“Platform Content” or “Content”) is owned by OpenNode, the Users providing that Content, or OpenNode’s other Content providers. All Platform Content is for informational purposes only and You are solely responsible for verifying the accuracy, completeness, and applicability of all Platform Content and for Your use of any Platform Content. Subject to Your compliance with this Agreement, You may access the Platform Content solely for Your own internal business purposes in connection with Your own use of the Platform. You will not, and will not permit any third-party to: (a) alter, modify, reproduce, or create derivative works of any Platform Content; (b) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any Platform Content; or (c) alter, obscure or remove any copyright, trademark or any other notices that are provided on or in connection with any Platform Content. OpenNode has not verified the accuracy of, and will not be responsible for any errors or omissions in, any Platform Content. Without limiting the foregoing, OpenNode will not be held liable to You or any other third-party for any Platform Content (or any other Content, including Your Content) under any law, including the Communications Decency Act or CDA, 47 U.S.C. § 230. Except as set forth in this Agreement, You are granted no licenses or rights in or to any Platform Content, or any IPR (as defined below) therein or related thereto.
5.5. To Third-Party Services. The Platform may also provide You with the option, and use of certain Platform features may require you, to obtain access to services, content, functionality, software and other things developed, provided, or maintained by third party service providers (collectively, “Third Party Services”). All Third Party Services are provided by third parties and are not under the control of OpenNode. You acknowledge and agree that OpenNode shall not be liable or responsible, directly or indirectly, for Your access to or use of any Third Party Services, including any damages, losses, liabilities, failures, or problems caused by, related to, or arising from any Third Party Services. Your use of and access to any Third Party Services is solely between you and the third party provider of the Third Party Services. Your access to and use of any Third Party Services is subject to any additional terms, conditions, agreements, or privacy policies provided or entered into in connection with the Third Party Services (each, a “Third Party Agreement”). The terms of any Third Party Agreement (which may include payment of additional fees) will apply to the applicable Third Party Services provided under that Third Party Agreement but will not otherwise apply to Your access to or use of the Platform. Except as set forth in this Agreement, in the event of a conflict between the terms of this Agreement and a Third Party Agreement, the terms of the Third Party Agreement will control with respect to Your access to and use of any Third Party Services provided under that Third Party Agreement. This Agreement will continue to control in all other respects.
6.1. Transactions. Any transaction processed through the Platform will subject to the cryptocurrency exchange rate and other terms determined by OpenNode in its sole discretion. By approving a transaction, in addition to the terms of this Agreement, You agree to be bound by the exchange rate and terms applicable to that transaction. The terms determined by the OpenNode will apply in all cases except when they contradict or violate this Agreement, violate applicable law, or if both parties of the transaction consent to alter the terms and conditions of the transaction. You undertake all transactions through the Platform solely at Your own risk. You will only communicate regarding a contemplated transaction via the Platform’s chat functionality. For each transaction, You bear sole responsibility for confirming (a) Your customer’s identity and payment information, (b) Your receipt of payment in full, and (c) that payment was made according to the instructions given through Platform. You represent, warrant and covenant that You will not make, provide, receive or attempt to make, provide, or receive payments from or to any person or Entity that is (x) a third-party, other than Your customer or (y) currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department. After You have approved a transaction, it is not possible to cancel, reverse, dispute or otherwise recover or return Your assets. Once a transaction has been initiated, OpenNode has no control over the transaction and the transaction can only be accepted by confirmation via the underlying blockchain network. You assume sole responsibility for such confirmation and acknowledge that OpenNode assumes no liability with respect thereto. You must notify OpenNode of any payment transaction discrepancies within 180 days from the date the original transaction was initiated.
6.2. Identity Verification. OpenNode may require that You verify Your identity before accessing or using certain Services. Promptly following OpenNode’s request, You will provide OpenNode any and all Content, including Your full name and any documents or photographs, necessary for OpenNode to verify Your identity. You hereby represent, warrant and covenant that such Content is accurate, current and complete. OpenNode reserves the right to freeze Your Account until Your identity has been verified pursuant to this Section and to terminate Your Account should you fail to comply with your obligations under this Section. You, and You (and, if acting in a representative capacity, individually and for the Entity you represent) authorize OpenNode and its agents to make such investigative inquiries and request such third-party reports as it deems necessary to verify your identity and that of your principals and other agents.
6.3. Blockchain Forks and New Cryptocurrencies. From time to time, new and alternative cryptocurrencies and/or forks of the digital assets available on the blockchain may be created. This may result in holders of private keys containing a digital assets balance receiving a corresponding amount of the new cryptocurrency on the newly created blockchain (“Air-Drop”). OpenNode reserve the right, in its sole discretion, to determine whether the Platform will support any new cryptocurrencies and/or blockchain forks. If we decide to not support a new cryptocurrency or blockchain fork, we may, but are not obligated to, compensate Users who held digital assets in their OpenNode account at the time of the Air-Drop in a manner we deem appropriate. We reserve the right to provide such compensation by converting the new cryptocurrency into digital assets and sharing such digital assets between Users who held a digital assets balance on their account at the time of the Air-Drop. We may charge You a processing fee that we deem reasonable (in our sole discretion) to process such a conversion. This Agreement, including any reference to digital assets, applies to any new cryptocurrency supported by the Platform. Under no circumstance will OpenNode be liable to You for any damage, losses, expenses or harm resulting from OpenNode’s exercise of rights under this Section.
7. Fees. You will pay OpenNode all fees required to access and use of the Platform (“Fees”) as set forth in the following fee schedule: https://opennode.com/pricing. The Fees are subject to change without notice, at any time and You are responsible for checking applicable Fees prior to transacting. You hereby grant OpenNode the right to charge or deduct funds from Your custodian wallet hosted on the Platform (or such other cryptocurrency wallet, credit card, debit card, online payment account, or other payment method, where applicable) for all Fees incurred under this Agreement. All Fees will be non-refundable once paid to OpenNode (including upon any termination or suspension of this Agreement). Until paid in full, all past due amounts will bear an additional charge of the lesser of 1½% per month or the maximum amount permitted under applicable law. If OpenNode requires use of collection agencies, attorneys, or courts of law for collection of Your account, You will be responsible for those expenses. You will be responsible for any and all use, sales, and other taxes imposed your access to and use of the Platform.
8. Termination. This Agreement may be terminated by either party at any time, in that party’s sole discretion, upon notice to the other party as permitted under this Agreement. Upon termination of this Agreement for any reason: (1) all rights granted to You under this Agreement will terminate; (2) You will immediately cease all use of and access to the Platform and all Services, including Your Content and any Platform Content You obtained prior to termination; and (3) OpenNode may, in its sole discretion, delete Your Account or Your Content at any time. Your Content may continue to exist on the Platform and be visible to Users after termination of this Agreement unless You actively delete it or contact OpenNode support and request deletion. If you have cryptocurrency assets linked to Your Account, You shall provide OpenNode a valid bank account number promptly following termination. Within a reasonable time after receiving Your bank account number, OpenNode will convert your cryptocurrency holdings into fiat currency and deposit the same in Your designated bank account, less any applicable transaction fees incurred. OpenNode may request, and You shall provide, reasonable proof of ownership of such bank account prior to OpenNode completing the deposit. Sections 7 (Fees), 8 (Termination), 10 (Platform Technology), 11 (Ownership), 12 (Feedback), 14 (Representations and Warranties), 15 (Disclaimers), 16 (Indemnity), 17 (Limitation on Liability), 18 (Data Privacy), 19 (TCPA Consent), 20 (Claims of Infringement), 21 (Force Majeure), 22 (Arbitration), 23 (Class Action Waiver), 24 (Governing Law and Venue), 25 (Notices), 26 (Interpretation) and 27 (Additional Terms) will survive any expiration or termination of this Agreement.
9. Suspension. Without limiting OpenNode’s right to terminate this Agreement, OpenNode may also suspend Your access to Your Account and the Platform (including Your Content), with or without notice to You, upon any actual, threatened, or suspected breach of this Agreement or applicable law or upon any other conduct deemed by OpenNode to be inappropriate or detrimental to OpenNode, the Platform, or any other OpenNode customer or User.
10. Platform Technology. The Platform, and the databases, software, hardware and other technology used by or on behalf of OpenNode to operate the Platform, and the structure, organization, and underlying data, information and software code thereof (collectively, the “Technology”), may constitute valuable trade secrets of OpenNode. You will not, and will not permit any third-party to: (1) access or attempt to access the Technology except as expressly provided in this Agreement; (2) use the Technology in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Technology; (3) use automated scripts to collect information from or otherwise interact with the Technology; (4) alter, modify, reproduce, create derivative works of the Technology; (5) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any of Your rights to access or use the Technology or otherwise make the Technology available to any third-party; (6) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Technology; (7) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Technology; (8) monitor the availability, performance or functionality of the Technology; or (9) interfere with the operation or hosting of the Technology. OpenNode uses reasonable means to protect the security of the Platform, but you acknowledge that perfect security on the internet is impossible and that, as a result, Your Content may be exposed in the event of a breach.
11. Ownership. OpenNode retains all rights, title and interest, including, without limitation, all IPR (as defined below), in and to the Technology and any additions, improvements, updates and modifications thereto. You receive no ownership interest in or to the Technology and You are not granted any right or license to use the Technology itself, apart from Your ability to access the Platform under this Agreement. The OpenNode name, logo and all product and service names associated with the Platform are trademarks of OpenNode and its licensors and providers and You are granted no right or license to use them. For purposes of this Agreement, “IPR” means all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information or intangible property throughout the world, including, without limitation, any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights.
12. Feedback. You agree that any feedback or ideas You provide to OpenNode regarding the Platform or its underlying Technology or any suggested improvements thereto (together, the “Feedback”) will be the exclusive property of OpenNode. To the extent You own any rights in the Feedback, You hereby agree to, and hereby do, assign all right, title and interest in and to the Feedback to OpenNode. You agree to perform all acts reasonably requested by OpenNode to perfect and enforce such rights.
13. Availability. OpenNode will use reasonable efforts to ensure that the Platform can be accessed by You in accordance with this Agreement; however, OpenNode does not guarantee that the Platform will be available at all times. OpenNode will make reasonable efforts to give you notice of planned maintenance. You accept the risks associated with the fact that you may not always be able to use the Platform or carry out transactions using Your Account.
14. Representations and Warranties.
14.1. General. You hereby represent and warrant to OpenNode that: (a) You have the legal right and authority to enter into this Agreement; (b) this Agreement forms a binding legal obligation on Your behalf; and (c) You have the legal right and authority to perform Your obligations under this Agreement and to grant the rights and licenses described in this Agreement.
14.2. Compliance with Laws. You acknowledge that the Platform is a general-purpose online service and is not specifically designed to facilitate compliance with any specific law. Your use of the Platform in compliance with any specific law, rule, or regulation applicable to You, or other data or information You may provide or generate through the Platform is Your sole responsibility. OpenNode is not responsible for enabling Your compliance with any such law or for Your failure to comply. Regardless of the jurisdiction in which You use or access the Platform, You represent and warrant to OpenNode that Your use of and access to the Platform, including, without limitation, Your Content and any other data or information You may provide or generate through Your use of or access to the Platform, will comply with all applicable laws, rules, and regulations and will not cause OpenNode itself to violate any applicable law. The foregoing obligation includes compliance with all laws that are applicable to the transmission of data on the internet, including, but not limited to, laws governing the transmission of data or funds across international boundaries, into prohibited countries, and containing financial, technical, and/or personally identifiable information.
15.1. No Tax, Legal, Financial, or Investment Advice. You should not interpret any Content provided on the Platform as tax, legal, financial, or investment advice. We have no special relationship with or fiduciary duty to You and Your use of the Platform does not create such a relationship. You agree and acknowledge that you are solely responsible for conducting legal, accounting and other due diligence review on the information posted on the Platform.
15.2. Acknowledgement of Cryptocurrency Risk. OpenNode does not endorse or represent the reliability or accuracy of any Content distributed through or accessed from the Platform, and has not performed any investigation into such Content. OpenNode shall, therefore, not be liable for any investment decisions or transactions made based upon any Content available on the Platform. Any reliance upon such Content is at Your sole risk. You further acknowledge and agree that any investment or transaction, particularly one involving cryptocurrency, includes a high degree of financial risk, that You are solely responsible for determining the suitability of Your investments and transactions, and that You accept the risks associated with such decisions, including the risk of losing the entire amount of Your principal.
15.3. Transaction Disputes. OpenNode’s only involvement in digital transactions on the Platform is as a payment processor. If a disagreement occurs between You and a User or customer over a transaction (a “Transaction Dispute”), You and that User or customer are solely responsible for resolving the Transaction Dispute. OpenNode disclaims any liability arising out of or relating to a Transaction Dispute and will not mediate, attempt to resolve, or otherwise become involved in ny Transaction Dispute.
15.4. General. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” OPENNODE AND ITS PROVIDERS DO NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, AVAILABILITY, ADEQUACY OR CURRENCY OF ANY SERVICES OR CONTENT AND DO NOT ENDORSE THE VIEWS OR OPINIONS THAT MAY BE EXPRESSED OR PROVIDED THROUGH THE PLATFORM. OPENNODE AND ITS PROVIDERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE PLATFORM AND THIS AGREEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE OR NON-INFRINGEMENT. OPENNODE AND ITS PROVIDERS DO NOT WARRANT THE RELIABILITY, ACCURACY, INTEGRITY, SECURITY, COMPLETENESS, ADEQUACY OR CURRENCY OF THE PLATFORM, AND DO NOT ENDORSE THE VIEWS OR OPINIONS THAT MAY BE EXPRESSED OR PROVIDED BY USERS OF THE PLATFORM. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY THE PLATFORM, OPENNODE OR ITS EMPLOYEES, PROVIDERS OR AGENTS SHALL CREATE A WARRANTY OF ANY KIND. OPENNODE AND ITS PROVIDERS SPECIFICALLY DISCLAIM ANY REPRESENTATION OR WARRANTY THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS OR OPERATE UNINTERRUPTED OR ERROR FREE.
16. Indemnity. You hereby agree to indemnify, defend, and hold harmless OpenNode and its officers, directors, shareholders, affiliates, employees, agents, contractors, assigns, Users, customers, providers, licensees, and successors in interest (“Indemnified Parties”) from any and all claims, losses, liabilities, damages, fees, expenses and costs (including attorneys' fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation against any Indemnified Party arising in any manner from: (1) Your access to or use of the Platform; (2) Your Content or Account information or other Content You provide through the Platform; and (3) Your breach of any representation, warranty, or other provision of this Agreement. OpenNode will provide You with notice of any such claim or allegation, and OpenNode will have the right to participate in the defense of any such claim at its expense.
17. Limitation on Liability. OPENNODE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN CONNECTION WITH OR OUT OF THE USE OF THE PLATFORM, EVEN IF OPENNODE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF YOUR CONTENT, DATA, OPPORTUNITY, REVENUES OR PROFITS, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. OPENNODE’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND ITS PROVISION OF THE PLATFORM UNDER THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE FEES YOU ACTUALLY PAID TO OPENNODE FOR USE OF AND ACCESS TO THE PLATFORM IN THE PRECEDING TWELVE MONTHS. YOU AGREE THAT OPENNODE WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, OPENNODE’ LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
19. TCPA Consent. Notwithstanding any current or prior election to opt in or opt out of receiving telemarketing calls or SMS messages (including text messages) from OpenNode or anyone calling on our behalf, You expressly consent to be contacted by OpenNode and anyone calling on our behalf for any and all purposes arising out of or relating this Agreement or Your use of the System or Services, at any telephone number, or physical or electronic address You provide or at which You may be reached. You agree we may contact You in any way, including SMS messages (including text messages), calls using prerecorded messages or artificial voice, and calls and messages delivered using a auto-telephone dialing system or an automatic texting system. Automated messages may be played when the telephone is answered, whether by You or someone else. In the event that an agent or representative calls, he or she may also leave a message on Your answering machine, voice mail, or send one via text. You consent to receive SMS messages (including text messages), calls and messages (including prerecorded and artificial voice and autodialed) from us, our agents, representatives, affiliates or anyone calling on our behalf at the specific number(s) You have provided to us, or numbers we can reasonably associate with Your Account (through skip trace, caller ID capture or other means), with information or questions about Your Account or use of the System or Services. You certify, warrant and represent that the telephone numbers that You have provided to us are Your contact numbers. You represent that You are permitted to receive calls at each of the telephone numbers You have provided to us and agree to promptly alert us whenever You stop using a particular telephone number. Your cellular or mobile telephone provider will charge You according to the type of plan You carry. You also agree that we may contact You by e-mail, using any email address You have provided to us or that You provide to us in the future. We may listen to and/or record phone calls between You and our representatives without notice to You as permitted by applicable law. For example, we listen to and record calls for quality monitoring purposes.
20. Claims of Infringement. OpenNode respects Your copyrights and other intellectual property rights and those of other third parties. If You believe in good faith that Your copyrighted work has been reproduced on Platform without Your authorization in a way that constitutes copyright infringement, You may notify us or our designated copyright agent by mail to:
5700 Wilshire Blvd Suite 460 Los Angeles, CA
Please include the following information in your correspondence: (1) the identity of the infringed work, and of the allegedly infringing work; (2) Your name, address, daytime phone number, and email address, if available; (3) a statement that You have a good-faith belief that the use of the copyrighted work is not authorized by the owner, his or her agent, or the law; (4) a statement that the information in the notification is accurate and, under penalty of perjury, that You are authorized to act on behalf of the owner; and (5) Your electronic or physical signature.
21. Force Majeure. Neither party will be responsible for performance of its obligations hereunder where delayed or hindered by events beyond its reasonable control, including, without limitation, acts of God or any governmental body (including regulation, enforcement, controls or restrictions on cryptocurrency, blockchain, the System or the Service), war or national emergency, riots or insurrection, sabotage, embargo, fire, flood, accident, strike or other labor disturbance, or interruption of or delay in systems, power or telecommunications under third-party control.
22. Arbitration. Except as otherwise provided below, the parties will attempt to resolve all disputes, controversies, or claims arising under, out of, or relating to this Agreement, including the formation, validity, binding effect, interpretation, performance, breach or termination, of this Agreement and the arbitrability of the issues submitted to arbitration hereunder and non-contractual claims relating to this Agreement (each, a “Dispute”), in accordance with the procedures set forth in this Section. If any Dispute cannot be resolved through negotiations between the parties within 5 days of notice from one party to the other of the Dispute, such Dispute will be finally settled through binding arbitration under the rules of the American Arbitration Association (“AAA”) then in effect (the “Rules”). Either party may commence the arbitration by delivering a request for arbitration as specified in the Rules. The arbitration will be conducted before a sole neutral arbitrator selected by agreement of the parties. If the parties cannot agree on the appointment of a single arbitrator within 30 days (the “Initial Period”) after either party to this Agreement delivers a request for arbitration, a neutral arbitrator will be selected as provided in the Rules. The arbitration will be conducted exclusively in the English language at a site specified by OpenNode in Los Angeles, California, U.S.A. The award of the arbitrator will be the exclusive remedy of the parties for all claims, counterclaims, issues or accountings presented or plead to the arbitrator. The award of the arbitrators will require payment of the costs, fees and expenses incurred by the prevailing party in any such arbitration by the non-prevailing party. Judgment upon the award may be entered in any court or governmental body having jurisdiction thereof. Any additional costs, fees or expenses incurred in enforcing the award may be charged against the party that resists its enforcement. Notwithstanding the foregoing, you agree that the following matters shall not, at the election of OpenNode, be subject to binding arbitration: (a) any dispute concerning OpenNode’s or its suppliers or service providers’ IPR; (b) any dispute related to or arising from allegations of criminal activity; or (c) any claim for injunctive relief.
23. Class Action Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NO ARBITRATION SHALL BE JOINTED TO AN ARBITRATION INVOLVING ANY OTHER PARTY SUBJECT TO THIS AGREEMENT, WHETHER THROUGH CLASS ARBITRATION PROCEEDINGS OR OTHERWISE. ANY DISPUTE RESOLUTION PROCEEDINGS, WHETHER IN ARBITRATION OR COURT, WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A NAMED OR UNNAMED MEMBER IN A CLASS, CONSOLIDATED, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION, UNLESS BOTH YOU AND OPENNODE SPECIFICALLY AGREE TO DO SO IN WRITING FOLLOWING INITIATION OF THE ARBITRATION.
24. Governing Law and Venue. The interpretation of the rights and obligations of the parties under this Agreement, including, to the extent applicable, any negotiations, arbitrations or other proceedings hereunder, will be governed in all respects exclusively by the laws of the State of California, U.S.A. as such laws apply to contracts between California residents performed entirely within Illinois without regard to the conflict of laws provisions thereof. Subject to Section 21, each party hereto: (a) consents to and waives any objections to personal jurisdiction, service of process, and venue in the federal and state courts located in Los Angeles, California; and (b) agrees that any action arising out of or relating to this Agreement will be filed and prosecuted only in such courts.
25. Notices. Unless otherwise specified in this Agreement, any notices required or allowed under this Agreement will be provided to OpenNode by postal mail to the following address: [OpenNode address for notice]. OpenNode may provide You with any notices required or allowed under this Agreement by sending You an email to any email address You provide to OpenNode in connection with Your Account, provided that in the case of any notice applicable both to You and other Users of Platform, OpenNode may instead provide such notice by posting on Platform. Notices provided to OpenNode will be deemed given when actually received by OpenNode. Notice provided to You will be deemed given upon posting to Platform or sending via e-mail, unless otherwise required by law prohibited or (as to e-mail) the sending party is notified that the e-mail address is invalid.
26. Interpretation. Terms used in this Agreement have the definitions given in this Agreement or, if not defined in this Agreement, have their plain English meaning as commonly interpreted in the United States. To the extent any translated version of this Agreement conflicts with the English language version, the English language version will control. When interpreting this Agreement: (1) any headings are for reference purposes only and shall not be used in the construction and interpretation of this Agreement; (2) the singular includes the plural, and vice versa; (2) “includes”, “including”, “for example”, “such as” and similar terms are not words of limitation; (3) no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this Agreement; (4) "law" means any foreign, federal, state or local law (including common law), statute, standard, code, ordinance, rule, regulation, promulgation or any order by any governmental authority; and (5) "governmental authority" means any government or governmental or regulatory body thereof, or political subdivision thereof, whether federal, state, local or foreign, or any agency, instrumentality or authority thereof, or any court or arbitrator (public or private).
27. Additional Terms. This Agreement is the complete and exclusive agreement between You and OpenNode regarding Your access to and use of the Platform. This Agreement supersedes any prior agreement or proposal, oral or written, and any other communications between You and OpenNode relating to Your use of the Platform. Except as expressly set forth in this Agreement, this Agreement may be amended or modified only by a writing signed by both parties. All waivers by OpenNode under this Agreement must be in writing or later acknowledged by OpenNode in writing. Any waiver or failure by OpenNode to enforce any provision of this Agreement on one occasion will not be deemed a waiver by OpenNode of any other provision or of such provision on any other occasion. If any provision of this Agreement is held to be unenforceable, that provision will be removed to the extent necessary to comply with the law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the law, and the remaining provisions will remain in full force. The prevailing party in any lawsuit or proceeding arising from or related to this Agreement will be entitled to receive its costs, expert witness fees and reasonable attorneys’ fees, including costs and fees on appeal. You may not assign or transfer either this Agreement or any of Your rights or obligations hereunder (in whole or in part and including by sale, merger, consolidation, or other operation of law) without the prior written approval of OpenNode. Any assignment in violation of the foregoing will be null and void. OpenNode may assign this Agreement to any party that assumes OpenNode’s obligations hereunder. The parties hereto are independent contractors, not agents, employees or employers of the other or joint venturers, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other.
This Affiliate Program Addendum (this "Addendum") is agreed to between OpenNode, Inc. a Delaware corporation (“OpenNode”, “we” or “us”) and you (“You” or “Your”) and is subject to the Terms and Conditions available at https://www.opennode.com/terms-and-conditions (the “Agreement”). This Addendum describes the terms and conditions for participation in the OpenNode affiliate program. By applying to the OpenNode affiliate program you are confirming that you have read and agree to the terms and conditions of this Addendum and the Agreement. In the event of an explicit conflict or inconsistency between the Agreement and this Addendum, the Agreement will control. Capitalized terms not otherwise defined herein have the meaning ascribed to them in the Agreement.
1.1. Subject to Section 4.4, below, OpenNode will pay You commissions on referrals You provide us that create an Account on the OpenNode Platform and begin receiving payments for goods and services. Commissions will only be paid for referrals that click a unique affiliate link tied to Your Account. Providing referrals properly coded links is solely Your responsibility. Commissions can be viewed on the affiliate dashboard.
1.2. During the Term of this Addendum, OpenNode will pay You commissions on a recurring schedule, determined by OpenNode in its reasonable discretion. During the Term of this Addendum, OpenNode will continue to pay You commissions for each transaction received by the referred customer for 3 years from the date the referred customer first opened an Account on the Platform.
2. Payment. You may request a payment anytime You wish. Commissions will be paid in BTC to the bitcoin address of You provide OpenNode. You can withdraw either instantly via Lightning or weekly via on-chain.
3. Usage and Obligations
3.1. During the term of this Addendum, You are authorized to use the OpenNode name, marks, logos, and other identifiers that OpenNode may approve in advance in writing (“Marks”) in connection with making referrals under this Addendum. You will immediately cease use of any Marks upon notice from OpenNode. All goodwill associated with the Marks and any use of the Marks will inure to OpenNode.
3.2. You will not (a) imply that You are acting on behalf of OpenNode, (b) advertise OpenNode products or Services directly, or (c) bid for advertisements that compete directly or indirectly with OpenNode, (d) represent Yourself, OpenNode or Your relationship with OpenNode in a false or misleading manner, or (e) engage in the distribution of any unsolicited bulk email (spam) mentioning or referencing OpenNode.
4. Term and Termination
4.1. This Addendum will commence when You first begin making referrals and will remain in effect unless terminated by either party pursuant to its terms (collectively, the “Term”).
4.2. Either party has the right to terminate this Addendum immediately without prior notice.
4.3. If You terminate this Addendum, no further commissions from OpenNode will be paid for any past or future referrals. If OpenNode terminates this Addendum, any outstanding commissions for referrals received will be paid to You within 60 days of termination. No ongoing commission fees will be paid following termination.
4.4. OpenNode does not guarantee commissions will be paid on every customer referred due to the risk of fraud, but OpenNode will make a good faith effort to do so whenever possible.