Skylock Services Agreement
Version Hash:0659802c705454677b480e83bc48b2b3755a2a17
This Agreement was last updated on June 10, 2024.
Plain-text Summary
The below is a plain-text summary of Skylock’s Services Agreement outlining the Customer’s responsibilities.
Access and Information
- The Customer agrees to provide Skylock with a list of their on-chain smart contract addresses and grants Skylock permission to white-hat hack these smart contracts in the event of an ongoing exploit.
Fees
- In the event of an exploit Skylock will be paid 10% of recovered tokens as fees, capped at $1,000,000 USD.
- The value of tokens is based on their market value at the time of the hack.
Responsibility and Risk:
- The Customer is responsible for ensuring compliance with laws.
- The Customer must acknowledge that recovery of tokens is uncertain and risky, with no guarantee of success.
- Skylock is not liable for unsuccessful recovery attempts or further losses.
Services Agreement
The following terms and conditions (together with any schedules and attachments, collectively this ”Agreement”) govern your use of the Services (defined below). By visiting, browsing, accessing, downloading, installing or otherwise using (the terms ”use” and ”using” will refer to any of the foregoing) the Beta Services, you (such person, the ”Customer”) are entering into these terms with Skylock Security Inc. (”Skylock”). These terms are effective on the earlier of: (a) the date Customer first uses any part of the Beta Services; and (b) the date Customer agrees to be bound by these terms (the ”Effective Date”). The Agreement consists of these terms and any ordering document agreed to by the Customer with Skylock.
- Performance of Services.
Skylock will perform the following services for Customer: (a) Skylock will monitor the Customer Protocol; (b) upon the occurrence of a Hack by a third party, Skylock will initiate and implement a Response with the intent of recovering any Tokens that may have been subject to the Hack; (c) if Skylock has recovered any Tokens following its implementation of a Response, Skylock will deposit Recovered Tokens into the Skylock Digital Wallet; and (d) once the Recovered Tokens have been deposited to the Skylock Digital Wallet, Skylock will then transfer the Recovered Tokens to the Customer Digital Wallet, minus the Fees and taxes (collectively, the ”Services”). Customer acknowledges and agrees that there shall be no relationship of exclusivity between Customer and Skylock and Skylock may perform services similar to or identical to the Services for any third party.
- Customer Responsibilities
In order to facilitate the performance by Skylock of the Services, Customer will provide Skylock with the rights to access and use the Customer Protocol, the Customer Digital Wallet, and any other materials, documentation, content, or technology required by Skylock to perform the Services (collectively, ”Customer Technology”). The Customer Technology does not include Customer’s private keys for the Customer Protocol, the Customer Digital Wallet, and any other private authentication materials. Skylock will not be responsible or liable for any failure or delays in performing the Services, if such failure or delay results from or relates to a failure by Customer to provide Skylock with timely access and use of the Customer Technology. Customer agrees to provide all information Skylock requires to comply with Applicable Laws, including applicable anti-bribery, anti-terrorist and anti-money laundering laws. Customer agrees to submit such information, including information necessary to meet know-your-client requirements under Applicable Laws, to Skylock promptly upon request and in all events within 30 days after entering into this Agreement.
Fees; and Payment
Fees. If Skylock has recovered any Exploited Assets following its implementation of a Response (each such Token, a ”Recovered Token”), then Skylock will be entitled to retain a portion of the Recovered Tokens as set out in Schedule A as a fee for the Services (the ”Fees”) plus all applicable taxes. The value of the Recovered Tokens is determined by the fair market value of the Recovered Tokens at the moment in which the Hack took place per the timestamp that the previous block was proposed on the Custom Protocol as determined by Skylock.
Change to Fees. Skylock reserves the right to change the Fees and institute new charges only after the first 12 months of the Term. Any such changes will be made upon providing not less than 30 days prior notice to the Customer.
Taxes. The Fees do not include applicable sales, use, gross receipts, value-added, personal property or other taxes. Customer will be responsible for all applicable taxes, duties, tariffs, assessments, export and import fees or similar charges, including any applicable interest and penalties payable in connection with the transactions contemplated by this Agreement, other than taxes based on the net income or profits of Skylock.
Confidentiality.
For the purposes of this Agreement, a Party receiving Confidential Information (as defined below) will be the ”Recipient”, the Party disclosing such information will be the ”Discloser” and ”Confidential Information” of the Discloser means any and all information of the Discloser or any of its licensors that has or will come into the possession or knowledge of the Recipient in connection with or as a result of entering into this Agreement, including information concerning the Discloser’s past, present or future customers, suppliers, technology or business; provided that the Discloser’s Confidential Information does not include, except with respect to Personal Information: (i) information already known or independently developed by the Recipient without access to the Discloser’s Confidential Information; (ii) information that is publicly available through no wrongful act of the Recipient; or (iii) information received by the Recipient from a third party who was free to disclose it without confidentiality obligations. The provisions of this Agreement, Skylock Property and the provision of the Services will be deemed to be the Confidential Information of Skylock.
The Recipient hereby agrees that during the Term and at all times thereafter it will not, except to exercise its license rights or perform its obligations under this Agreement:
disclose Confidential Information of the Discloser to any person, except to:
in the case of Customer, to its employees having a “need to know” and that have entered into written agreements no less protective of such Confidential Information than this Agreement;
in the case of Skylock, to its employees, consultants, contractors, agents, or affiliates having a “need to know” and that have entered into written agreements no less protective of such Confidential Information than this Agreement; and to Skylock’s contractors or subcontractors to perform the Services;
to such other recipients as the Discloser may approve in writing;
use Confidential Information of the Discloser; or
alter or remove from any Confidential Information of the Discloser any proprietary legend.
Each Party will take industry standard precautions to safeguard the other Party’s Confidential Information, which will in any event be at least as stringent as the precautions that the Recipient takes to protect its own Confidential Information of a similar type.
Notwithstanding Section 4(b), the Recipient may disclose the Discloser’s Confidential Information: (i) to the extent that such disclosure is required by Applicable Law or by the order of a court or similar judicial or administrative body, provided that, except to the extent prohibited by law, the Recipient promptly notifies the Discloser in writing of such required disclosure and cooperates with the Discloser to seek an appropriate protective order; (ii) to its legal counsel and other professional advisors, if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services in connection with the Party’s business; or (iii) in the case of Skylock, to potential assignees, acquirers, or successors of Skylock if and to the extent such persons need to know such Confidential Information in connection with a potential sale, merger, amalgamation, or other corporate transaction involving the business or assets of Skylock.
Upon the termination or expiration of this Agreement, each Party will promptly return to the other Party or destroy all Confidential Information (except for Customer’s Personal Information Processed by Skylock which is subject to Section 5 (e) below) of the other Party in its possession or control within a reasonable amount of time, in accordance with the Recipient’s data destruction practices. Notwithstanding the foregoing, the Recipient may retain copies of the Confidential Information of the Discloser as required by Applicable Law, or to the extent such copies are electronically stored in accordance with the Recipient’s standard backup procedures or record retention policies, so long as such Confidential Information remains subject to the confidentiality provisions set out in this Agreement and is destroyed once it is no longer required to be retained for such purpose. Each Party will protect any Confidential Information of the other Party in accordance with this Agreement so long as it retains such Confidential Information.
The Recipient acknowledges that disclosure of any of the Discloser’s Confidential Information in breach of this Agreement could give rise to irreparable injury to the Recipient and that such injury will not be adequately compensated by damages. Accordingly, the Recipient will be entitled to obtain injunctive relief against the breach or threatened breach of the foregoing undertaking or an order of specific performance without the requirement of making any payment into court. Such relief shall be in addition to, and not in limitation of, any other rights or legal remedies available to the Recipient.
Notwithstanding any other term of this Agreement, Skylock agrees to provide the Customer with not less than 5 days written notice before referring to the Customer as a customer of Skylock in announcements, press or marketing releases, publications, presentations, case studies, and other public statements, and on Skylock’s Website and other online channels (collectively, “Publicity”). This notice must include details of the specific use of the Customer’s name, logo, and trademark. Skylock may use the Customer’s name, logo and trademark in conjunction with any Publicity and disclose the existence of this Agreement, the Services provided to the Customer and any testimonials received from the Customer in any such Publicity. The Customer grants Skylock a limited, perpetual, fully paid-up, irrevocable, non-exclusive, non-transferable, and non-sublicensable license to use its logo and trademarks in connection with any Publicity. Customer will not make any public announcement relating to this Agreement or its relationship with Skylock, or use the name of Skylock in any advertising, promotional materials, or public releases without Skylock’s prior written consent.
Data Privacy and Security Compliance.
Customer will not provide any Personal Information to Skylock under this Agreement except for the names, email addresses and work contact information of Customer’s personnel.
Both Parties shall each comply with all Privacy Laws that apply to it in relation to any Personal Information Processed in connection with this Agreement.
Skylock shall implement and maintain reasonable physical, technical and organizational measures designed to protect the Personal Information against loss, theft, damage and unauthorized or unlawful access, use, disclosure or destruction.
Skylock shall, except as otherwise permitted herein, only use, disclose, transfer, retain, and otherwise Process Personal Information as reasonably necessary for the purposes of rendering the Services under this Agreement, and as otherwise instructed by Customer in writing from time to time or as required or permitted by applicable Privacy Law, and not Process any Personal Information in any other manner without the express prior written authorization of Customer unless required to do so by Applicable Law.
Upon the termination of the Agreement or at such other times as instructed by Customer in writing, Skylock shall either securely dispose of (or at Customer’s written request, return) the Personal Information and all existing copies, subject to Skylock’s requirements to retain certain Personal Information in order to comply with its legal and regulatory obligations and Applicable Law or as otherwise necessary in the context of any disputes or litigation. the Personal Information and all existing copies. In the event Applicable Law Skylock does not permit Skylock to comply with the delivery or destruction of the Personal Information, Skylock warrants that it shall ensure the confidentiality of the Personal Information in accordance with Applicable Law.
Ownership and IP Rights.
Customer Technology. Customer is and will be the exclusive owner of all of Customer Technology, Customer Data, Customer’s Confidential Information and all Intellectual Property Rights therein (”Customer Property”). Customer grants to Skylock a nonexclusive, worldwide, royalty-free, irrevocable, sublicensable, transferable and fully paid-up right and license to access, collect, use, process, store, disclose and transmit the Customer Property to: (i) provide the Services; and (ii) improve and enhance the Services, Skylock Technology, and Skylock’s other offerings.
Skylock Technology. Skylock (and its licensors’) is and will be the exclusive owner of all rights title and interest including Intellectual Property Rights in and to all technology, materials, content, data, or other intellectual property used by Skylock in providing the Services (collectively, ”Skylock Technology”), Services, Skylock’s Confidential Information and any modifications, improvements, customizations, patches, bug fixes, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations to the foregoing (collectively ”Skylock Property”). Customer will acquire no rights to any Skylock Technology under this Agreement. All rights not expressly granted by Skylock to the Customer under this Agreement are reserved by Skylock.
Feedback. To the extent that the Customer or any its personnel submits ideas, suggestions, documents, or proposals regarding the Services to Skylock (”Feedback”), the Customer acknowledges and agrees that:
The Feedback does not contain confidential or proprietary information and Skylock is not under any obligation of confidentiality with respect to the Feedback;
Skylock will be entitled to use, commercialize or disclose (or to choose not to use, commercialize, or disclose) such Feedback for any purpose, in any way, in any manner, and to anyone worldwide without any compensation or reimbursement of any kind to the Customer for such use; and
Skylock is not obligated to use any such Feedback.
Representations, Covenants and Warranties; Disclaimer.
Each Party represents, warrants and covenants to the other Party that it: (i) has the right and authority to enter into this Agreement and to grant all rights granted by such Party in this Agreement; and (ii) will comply with all Applicable Laws applicable to such Party in its dealings with the other Party and in performing its obligations under this Agreement.
Customer represents and warrants to, and covenants with Skylock that: (i) the Customer Data will only contain Personal Information in respect of which the Customer has provided all notices and obtained all consents and permissions and otherwise has all authority, in each case as required by Applicable Laws, to enable Skylock to provide the Services, including with respect to sending of commercial electronic messages, installing of computer programs, or Processing Personal Information, which may include transfers or disclosures by or to Skylock and to or from all applicable third parties; (ii) following the completion of a Response, to the extent permitted at law, Customer must not raise, or seek to raise, any complaint relating to the Response and the Services of any kind with any Governmental or Regulatory Authority; provided, however, that this restriction shall not apply to any complaint or reporting that Customer is legally obligated to make to any Governmental or Regulatory Authority concerning the Hack itself or any other related legal obligation arising from such incident; (iii) Customer is not operating, organized, or resident in a country or territory that is itself the subject of comprehensive sanctions imposed by the United States or Canadian government or is designated on the Specially Designated Nationals and Blocked Persons List administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (or any similar list administrated by any US or Canadian governmental authority); and (iv) (A) Customer is not located in, under the control of, and is not a national or resident of, any country to which the use of the Services or the export of the Services or related information would be prohibited by the laws and/or regulations of Canada and/or the United States and Customer is not an individual to whom the use of the Services or the export of the Services or related information would be prohibited by the laws and/or regulations of Canada and/or the United States; and (B) Customer shall comply with the export laws and regulations of Canada and the United States that are applicable to the Services and related information and Customer shall comply with any local laws and/or regulations in Customer’s jurisdiction that may impact Customer’s right to export, import, or use the Services or related information.
Customer will solely be responsible for:
the accuracy, quality and legality of Customer Property, the means by which Customer acquired Customer Property, Customer’s use of Customer Property with the Services, and the interoperation of any third party products or systems with which Customer uses Services;
providing, at its own expense, all network access to applicable Customer Property and the Services, including, without limitation, acquiring, installing and maintaining all telecommunications equipment, hardware, software and other equipment as may be necessary for Skylock to perform the Services;
maintaining the security, protection and backup of its infrastructure (including without limitation any databases, servers, and any other protocol) which may include the use of encryption technology to protect such infrastructure from unauthorized access and routine archiving of such infrastructure;
ensuring that the Customer Technology, network, operating systems and the software of Customer’s servers, blockchain, smart contracts, databases, and computer systems use reasonable security measures to protect users and their information and ensuring that the Customer Technology does not jeopardize or compromise user security, the security of the Skylock Technology or Services, any related services or systems, or any Customer’s systems;
at all times, conducting its business in a manner which reflects favorably on Skylock, the Services and goodwill and reputation of Skylock. Customer will use best efforts to conduct its business in an ethical manner and to avoid any business practices that may be perceived as deceptive, misleading or otherwise improper;
complying with all export laws and regulations that may apply to its access to or use of the Services and all Customer Property; and
Ensuring that none of the Customer’s personnel or users of any Customer Property bring or maintain any Action against Skylock, its shareholders, employees, officers, directors, affiliates, agents, contractors, successors, and assigns in respect of any matter related to or in connection with the subject matter of this Agreement.
Customer hereby, to the extent permitted at law, irrevocably, unconditionally and completely exculpates, releases, acquits and forever discharges Skylock from, and hereby irrevocably, unconditionally and completely waives and relinquishes, each and every Action, that any Customer and any of its customers or users may have had in the past, may now have or may have in the future against Skylock, relating to or arising out of the Response including any Action based on a theory of quantum meruit, promissory estoppel or other equitable doctrine and any Action contrary to any of the acknowledgements and assumptions of risk set forth in this Agreement.
Customer acknowledges and agrees that the nature of transactions involving Tokens, and their underlying technologies including blockchain, render the recovery of Exploited Assets inherently uncertain and fraught with risk. There is no guarantee of success, and the outcomes of Skylock’s Services are contingent upon a multitude of factors beyond Skylock’s control, including but not limited to the actions of third parties, the security of involved networks, and the state of the blockchain.
Customer acknowledges and agrees that Skylock shall not be liable for any unsuccessful recovery attempts, further loss (including, but not limited to, loss of Tokens arising from any circumstances whatsoever related to the transfer of Tokens to the Customer Digital Wallet), damage, or theft of Tokens, or any other adverse consequences arising out of or relating to the Services provided under this Agreement. In engaging Skylock’s services, Customer voluntarily assumes all risks associated with such Services, and hereby waives any and all claims against Skylock, its officers, directors, employees, and agents, arising out of or relating to the failure to recover the Exploited Assets, further loss, damage or theft of Tokens, or any other adverse outcomes.
EXCEPT FOR THE WARRANTIES IN SECTIONS 7(A), TO THE EXTENT PERMITTED BY APPLICABLE LAW, SKYLOCK DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OR THE PROVISION OF THE SERVICES. SKYLOCK DOES NOT GUARANTEE THE RECOVERY OF ANY TOKENS. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE SERVICES (OR ANY PART THEREOF) PROVIDED BY SKYLOCK ARE PROVIDED “AS IS” AND “AS AVAILABLE”. SKYLOCK HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, SKYLOCK EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO THE CUSTOMER IN CONNECTION WITH THE CUSTOMER’S USE OF THE SERVICES (OR ANY PART OF THEM) IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY THE CUSTOMER FOR ANY PURPOSE WHATSOEVER. NEITHER SKYLOCK NOR ANYONE AFFILIATED WITH SKYLOCK IS RESPONSIBLE FOR ANY DECISION MADE BY CUSTOMER, BY ANY OF ITS PERSONNEL OR BY ANY OF THEIR CLIENTS OR ACCOUNT HOLDERS AND SKYLOCK WILL NOT BE RESPONSIBLE FOR DETERMINING THE SUITABILITY, APPROPRIATENESS OR ADVISABILITY OF ANY TRANSACTION THAT AN ACCOUNT HOLDER OR OTHER CLIENT OF CUSTOMER MAY ENTER INTO IN CONNECTION WITH CUSTOMER TECHNOLOGY. CUSTOMER ACKNOWLEDGES AND AGREES THAT PAST PERFORMANCE IS NOT NECESSARILY A GUIDE TO FUTURE PERFORMANCE AND COVENANTS THAT IT WILL NOT MAKE ANY GUARANTEES TO ANYONE RELATED TO SKYLOCK OR ANY SKYLOCK PROPERTY. CUSTOMER REPRESENTS AND WARRANTS TO SKYLOCK THAT ITS USE OF THE APPLICABLE SKYLOCK PROPERTY WILL COMPLY WITH ALL APPLICABLE LAWS, RULES AND REGULATIONS AND WITH THE POLICIES AND PRACTICES OF SECURITIES LAWS, SECURITIES AND FUTURE EXCHANGES AND ASSOCIATIONS, ALTERNATIVE TRADING FACILITIES, AND SELF-REGULATORY ORGANIZATIONS, AND THE POLICIES AND PROCEDURES (WHETHER STATED ORALLY OR IN WRITING) APPLICABLE TO THE CUSTOMER PROPERTY AND THIS AGREEMENT AND ANY OTHER AGREEMENT BETWEEN CUSTOMER AND SKYLOCK, AS MAY BE AMENDED FROM TIME TO TIME.
Customer Indemnity.
Indemnity: Customer will indemnify, defend and hold harmless Skylock, its affiliates and each of their respective directors, officers, employees and agents (each, a ”Skylock Indemnitee”) from and against any and all losses, damages, claims, Actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (”Losses”) suffered or incurred by any of them arising from or in connection with or relating to any claim, action, demand, inquiry, audit, proceeding, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity or otherwise (collectively, ”Action”) that arise from or relate to: (i) Customer Property; (ii) Customer’s breach or violation of Sections 4, 5, 7(a), 7(b), 7(c), or 7(d); (iii) Skylock’s compliance with Customer’s instructions, specifications or requirements, where such Action would not have arisen but for Skylock’s compliance with Customer’s instructions, specifications or requirements; (iv) Customer’s business operations or Customer’s provision of the Customer Property including to any users of any applicable Customer Property; (v) any Tokens or Recovered Tokens in any Customer Digital Wallet or other applicable Customer Property; and (vi) Customer’s, its personnels’ or its customers’ gross negligence, wilful misconduct or fraud.
Indemnification Procedure:
In the event of any Action for which Skylock seeks indemnification under this Agreement, Skylock shall promptly notify Customer in writing. The written notification shall provide detailed information concerning the Action, including the factual basis for the Action and, if known, the amount or an estimate of the amount of the asserted or potential liability. Skylock’s failure to promptly notify Customer shall not relieve Customer of its indemnification obligations arising under this Agreement.
Customer shall have the right to assume and control the defense of the Action at its own expense with counsel chosen by Customer, subject to Skylock’s approval, not to be unreasonably withheld. Should Customer choose not to assume the defense, or fails to diligently defend the Action, Skylock may assume control of the defense at Customer’s expense.
Customer and Skylock shall cooperate fully with each other in the defense of the Action, including the provision of records, materials, and testimony, and shall keep each other informed of any developments or settlements of the Action.
Customer shall not settle any Action without Skylock’s prior written consent. Any settlement of an Action shall include a full release of Skylock from any liability arising out of such Action.
Upon conclusion of the Action or settlement, Customer shall promptly pay or cause to be paid all amounts owed under the indemnification provisions of this Agreement.
If Customer fails to fulfill its indemnification obligations under this Agreement, Skylock may enforce its indemnification rights through any means permissible under Applicable Law, and shall be entitled to recover from Customer all costs and expenses, including legal fees on a solicitor-client basis, incurred in enforcing such indemnification rights.
Limitation of Liability.
The Parties acknowledge that the following provisions have been negotiated by them and reflect a fair allocation of risk and form an essential basis of the bargain and will survive and continue in full force and effect despite any failure of consideration (for example, where one Party does not receive the expected benefit or value in exchange for their obligations under this Agreement) or of an exclusive remedy:
EXCEPT FOR SKYLOCK’S GROSS NEGLIGENCE, WILFUL MISCONDUCT OR FRAUD, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL SKYLOCK BE LIABLE TO THE CUSTOMER OR ANY PERSON FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST OR LOSS OF (i) SAVINGS, (ii) PROFIT, (iii) DATA, (iv) USE, (v) REPUTATION, OR (vi) GOODWILL; (III) BUSINESS INTERRUPTION; (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL INJURY OR DEATH; (VI) PERSONAL OR PROPERTY DAMAGE; OR (VII) DAMAGE OR CORRUPTION TO THE CUSTOMER TECHNOLOGY, ARISING OUT OF OR IN ANY WAY CONNECTED TO THE SERVICES OR THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.
IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF SKYLOCK IN CONNECTION WITH OR UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT OF FEES RETAINED BY SKYLOCK FOR THE SERVICES IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT WILL SKYLOCK’ THIRD PARTY SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.
- Term.
This Agreement will begin on the Effective Date and its initial term will continue for 12 months following the Effective Date, unless terminated earlier in accordance with Section 10 (the ”Initial Term”). This Agreement will automatically renew on the same terms and conditions contained herein for successive 12 months renewal terms (each a ”Renewal Term”, and together with the Initial Term, the ”Term”) unless either Party provides notice to the other Party that it does not wish to renew this Agreement at least 20 days prior to the end of the Initial Term or then current Renewal Term.
- Termination.
Either Party may terminate this Agreement for any reason by providing the other Party with 30 calendar days’ written notice. Either Party may, in addition to other relief, terminate this Agreement if the other Party commits a breach of a material obligation under this Agreement and fails within 30 calendar days after receipt of notice of such breach to correct such breach. Notwithstanding the foregoing, Skylock may terminate this Agreement immediately: (a) if Customer breaches or violation of Sections 3, 4, 5, 6 or 7; (b) if there is a change in Skylock’s business model or a change in its relationship with a third-party software or technology provider has had or is likely to have a material adverse effect on our ability to provide the Services; (c) in order to comply with the Applicable Law or requests of Governmental or Regulatory Authorities; or (d) should Skylock, in its sole judgment, believe that Customer is involved in any fraudulent or illegal activities or if Customer has breached any export control or anti-corruption Applicable Laws.
- Effect of Termination.
Upon expiration or earlier termination of this Agreement: (a) Skylock will immediately cease performing the Services; and (b) Customer will as instructed by Skylock either delete or, if requested by Skylock, return any Confidential Information of Skylock or other Skylock Property in its possession and certify in writing to the Skylock that such Skylock Property has been returned or deleted where applicable.
- Further Assurances.
Each of the Parties will do, execute or deliver all such further acts, documents and things as the other Party may reasonably require from time to time for the purpose of giving effect to this Agreement and will use reasonable efforts and take all such steps as may be reasonably within its power to implement to their full extent the provisions of this Agreement.
- Survival.
The expiration or termination of this Agreement will not affect or prejudice any rights or obligations which have accrued or arisen under this Agreement prior to the time of such termination and those rights and obligations will survive the expiration or termination of this Agreement. Notwithstanding any other provision of this Agreement, all provisions of this Agreement necessary to give effect thereto will survive the expiration or termination of this Agreement and remain in full force and effect.
- Governing Law.
This Agreement and any action related thereto will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflicts of law principles. The Parties will initiate any lawsuits in connection with this Agreement in Toronto, Ontario, Canada, and irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting therein. The U.N. Convention on Contracts for the International Sale of Goods will not apply to this Agreement. This choice of jurisdiction does not prevent either Party from seeking injunctive relief with respect to a violation of Intellectual Property Rights or confidentiality obligations in any appropriate jurisdiction.
- Notices.
All notices, requests, claims, demands, and other communications under this Agreement must be in writing and are deemed duly given when delivered by email or through a documented electronic communication system, provided that the sender does not receive a notification of delivery failure.
- Notices to Skylock must be sent electronically to the following address, unless otherwise specified by Skylock:
- Email: robert@skylock.xyz
- Attention: Robert MacWha
Notices to Customer will be sent to the email address or electronic communication system provided by the Customer in the form associated with this Agreement or as later updated by the Customer through written notice to Skylock.
Independent Contractor.
Skylock’ relationship to Customer is that of an independent contractor, and neither Party is an agent or partner of the other. No provision of this Agreement will be deemed to create an association, trust, partnership, joint venture or other entity or similar legal relationship between the Parties or third parties hired by Customer’s subcontractors, or impose a trust, partnership, or fiduciary duty, obligation, or liability on or with respect to such entities. Neither Party will make any representations or warranties, or assume any obligations, on the other Party’s behalf. Neither Party is or will claim to be a legal representative, franchisee, agent or employee of the other Party. Nothing contained in this Agreement is intended to create nor shall be construed as creating an employment relationship between the Skylock (or any personnel of Skylock) and Customer.
General.
Except as otherwise provided in this Agreement, the Parties’ rights and remedies under this Agreement are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of this Agreement are for reference purposes only and have no substantive effect. The terms “consent” or “discretion” mean the right of a Party to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain its decision to the other Party.
Any provision of this Agreement found by a tribunal or court of competent jurisdiction to be invalid, illegal or unenforceable will be severed from this Agreement and all other provisions of this Agreement will remain in full force and effect.
A waiver of any provision of this Agreement must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
Customer may not assign this Agreement to any third party without Skylock’s prior written consent. Any purported assignment or delegation by Customer in violation of this Section will be null and void. Skylock may assign this Agreement or any rights under this Agreement to any third party without Customer’s consent. This Agreement enures to the benefit of and is binding upon the Parties and their respective successors and permitted assigns.
Neither Party will be liable for delays caused by any event or circumstances beyond that Party’s s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes, slowdowns, walkouts or other labour problems, Internet service failures or delays, cyberattacks, or the unavailability or modification by third parties of telecommunications or hosting infrastructure or third party software or websites or changes in laws preventing or limiting the provision of the services (”Force Majeure”) provided that the delayed Party shall provide the other Party with prompt written notice. If such delay or failure lasts longer than 30 days, then the other Party may immediately terminate this Agreement, in whole or in part, by giving written notice to the delayed Party. Without limitation the foregoing, Skylock shall not be liable to Customer or any person for any delays or failure to perform its obligations during any period in which such performance is delayed or rendered impracticable or impossible due to circumstances beyond its reasonable control, including fire, flood, war, embargo, strike, riot, or the intervention of any Governmental or Regulatory Authority.
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements, representations or other communications between the Parties, whether written or oral. Any terms and conditions appearing on a purchase order or similar document issued by Customer, or in Customer’s procurement, invoicing, or vendor onboarding portal: (i) do not apply to the Services; (ii) do not override or form a part of this Agreement; and (iii) are void.
No amendment, supplement, modification, waiver, or termination of this Agreement and, unless otherwise expressly specified in this Agreement, no consent or approval by any Party, will be binding unless executed in writing by the Party or Parties to be bound thereby.
Except for Skylock’s licensors and Skylock Indemnitees, nothing in this Agreement, express or implied, is intended to or will confer upon any person other than the Party and their respective successors and permitted assigns any legal or equitable right, benefit, or remedy of any nature under or by reason of this Agreement.
This Agreement may be executed in counterparts and by electronic delivery, each of which will be deemed an original, and both of which taken together will constitute one and the same agreement.
It is the express wish of the Parties that this Agreement and all related documents be drawn up in English. C’est la volonte expresse des Parties que la presente convention ainsi que les documents qui s’y rattachent soient rediges en anglais.
Definitions.
”Anti-Spam Laws” means An Act to promote the efficiency and adaptability of the Canadian economy by regulating certain activities that discourage reliance on electronic means of carrying out commercial activities, and to amend the Canadian Radio-television and Telecommunications Commissions Act, the Competition Act, the Personal Information Protection and Electronic Documents Act and the Telecommunications Act (Canada) and other Applicable Laws that regulate the same or similar subject matter.
”Applicable Laws” means applicable statutes, by-laws, rules, regulations, orders, ordinances or judgments, in each case of any Governmental or Regulatory Authority.
”Customer Data” means any data, information, content, records, and files that the Customer (or any of its personnel) transmits or provides to Skylock under this Agreement, including Personal Information.
”Customer Digital Wallet” means the digital wallet address specified by the Customer through a secure form or communication following the acceptance of this Agreement. Skylock will contact the Customer at the time of the Response to establish a valid Customer Digital Wallet if not previously provided.
”Customer Protocol” means Customer’s blockchain based smart contracts address as identified in writing by Customer to Skylock as of the Effective Date and such other additional Customer’s blockchain based smart contracts address as mutually agreed by the Parties as covered under this Agreement.
”Governmental or Regulatory Authority” means any national, provincial, state, county, municipal, quasi-governmental or self-regulatory department, authority, organization, agency, commission, board, tribunal, dispute settlement panel or body, bureau, official, minister, Crown corporation, or court or other law, rule or regulation-making entity having or purporting to have jurisdiction over Skylock, Customer, or any other person, property, transaction, activity, event or other matter related to this Agreement, including subdivisions of, political subdivisions of and other entities created by such entities.
”Hack” means a set of transactions executed on the Customer Protocol by a third party to implement a specific Smart Contract Exploit with the intent of gaining unauthorized access or misappropriating any Tokens from the custody or control of Customer or its users including any ‘freezing’ of Tokens or other digital assets or other effects that would reasonably be expected to result in any reduction or diminution in the benefits, uses or value of such Tokens or other digital assets to the Customer Protocol (all such Tokens and other digital assets, ”Exploited Assets”).
”Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
”Personal Information” means information about an identifiable individual in the possession or under the control of the Customer.
”Privacy Laws” means any law, statute, declaration, decree, directive, legislative enactment, order, ordinance, regulation, rule or other binding restriction governing the Processing of Personal Information, and includes Anti-Spam Laws.
”Processing”, ”Processed” or ”Process” means the collection, use, transfer, modification, retrieval, disclosure, retention, storage, deletion, and/or management.
”Response” means the set of transactions executed on the Customer Protocol by Skylock, either by frontrunning or following a Hack, implementing the same Smart Contract Exploit that was used in the applicable Hack with the primary objective of securing and preventing the unauthorized access or misappropriation of Exploited Assets from the Customer Protocol.
”Skylock Digital Wallet” means Skylock’s digital wallet address.
”Smart Contract Exploit” means an attack, hack, or exploit that is intended to take advantage of a bug or vulnerability in the Customer Protocol.
”Tokens” means digital tokens or other digital assets.
Schedule A
Fees
Skylock will be entitled to retain 10% of the value of the Recovered Tokens, capped at $1,000,000 USD.
The percentage value of the Recovered Tokens that Skylock will be entitled to retain as its Fees will be determined based upon the total amount of Recovered Tokens that Skylock has recovered in each 24 hours period following the time that the Hack took place.
The time that the Hack took place will be based upon the timestamp of the block that was proposed in the Customer Protocol immediately preceding the Hack.
The value of the Recovered Tokens will be determined as set out in Section 3(a) of the Agreement.
For illustrative purposes only, the following is an example of how Fees can be calculated:
The amount of Recovered Tokens that Skylock successfully recovered in the first 24 hours following the time that the applicable Hack took place:
10 Ethereum
500 USDC
The fair market value of the Recovered Tokens in United States dollars at the time the applicable Hack took place are:
1 Ethereum = $4000 USD
1 USDC = $1 USD
The total value of the Recovered Tokens is $40,500 USD. Therefore, the amount of Fees that Skylock is entitled to retain is equivalent to $4,050.
'%20fill='%23000'%3e%3cg%20transform='translate(56%20160)'%3e%3cpath%20d='m10.29%207377c7.547%200%2011.675-6.1564%2011.675-11.495%200-0.17525%200-0.34951-0.012-0.52279%200.803-0.57104%201.496-1.2799%202.047-2.0912-0.748%200.32687-1.543%200.5415-2.356%200.63601%200.856-0.50507%201.497-1.2986%201.804-2.2349-0.806%200.47061-1.687%200.8024-2.606%200.98061-1.554-1.6265-4.153-1.7052-5.806-0.17525-1.065%200.98651-1.518%202.4574-1.187%203.8604-3.299-0.16343-6.373-1.6974-8.457-4.2207-1.089%201.846-0.532%204.207%201.271%205.3923-0.653-0.01871-1.292-0.19199-1.863-0.50507v0.05119c1e-3%201.9228%201.378%203.5788%203.292%203.9598-0.604%200.16245-1.238%200.18608-1.852%200.06892%200.537%201.6462%202.078%202.7735%203.833%202.806-1.453%201.1244-3.248%201.7348-5.096%201.7328-0.326-9.9e-4%20-0.652-0.0197-0.977-0.05809%201.877%201.1854%204.06%201.8145%206.29%201.8116'%3e%3c/path%3e%3c/g%3e%3c/g%3e%3c/g%3e%3c/svg%3e)
