Last Updated: July 24, 2024

IMPORTANT NOTICE: THESE TERMS INCLUDE AN AGREEMENT TO MANDATORY ARBITRATION (SECTION 8.4), WHICH MEANS THAT YOU AGREE TO SUBMIT ANY DISPUTE RELATED TO THIS AGREEMENT AND USE OF THE BLOCKGRAPH PLATFORM TO BINDING ARBITRATION RATHER THAN PROCEED IN COURT.

‍BLOCKGRAPH ONDEMAND
PARTICIPATION AGREEMENT‍

This ONDEMAND Participation Agreement (this “Agreement”) is made effective as of the date you click “Submit” on the Sign Up form page of Blockgraph.co (“the Sign Up Form”) (such date, the “Effective Date”) by and between Blockgraph, LLC, with offices located at 1384 Broadway, 20th Floor, New York, NY 10018 (“Blockgraph”), and the entity named on the Sign Up Form  (“Company”), on behalf of itself and its Affiliates.When you check the box and click the “Submit” button on the Sign Up Form, you agree that this Agreement will form and constitute a binding agreement between Company and Blockgraph, and you consent to receive this Agreement and amendments hereto in electronic form. You, as the individual clicking “Submit” warrant that you have authority to bind Company to this Agreement, you have read and understand this Agreement; and on behalf of Company, you agree to this Agreement. You and Company may access the Blockgraph Platform only if you accept and agree to this Agreement. If you do not have the legal authority to bind Company to this Agreement, please do not use the Blockgraph Platform or accept this Agreement. If Company does not wish to accept this Agreement, you should not click "Submit" and exit this webpage.

‍Blockgraph and Company may be referred throughout this Agreement individually as “Party” or together as “Parties”.  Other capitalized terms used in this Agreement shall have the meanings given in Schedule 1 attached hereto. For good and valuable consideration, the receipt of which is acknowledged by each Party, the Parties agree as follows:

‍1. Participation and Use of the Blockgraph Platform

‍1.1           License Grant.  Subject to the terms and conditions set forth in this Agreement, Blockgraph grants to Company, during the Term (as defined below), and solely for Company’s own benefit as a Participant of the Blockgraph Platform, a nonexclusive, non-sublicensable, nontransferable, royalty free right and license to: (a) use Documentation and the Blockgraph Platform in accordance with this Agreement, and (b) use the Blockgraph IDs solely within the Blockgraph Platform, and for any additional purpose expressly permitted by Blockgraph in writing. For clarity, Company is responsible for all use of the Blockgraph Platform through its account.

1.2           Restrictions.  Company will not (and will not knowingly allow any third party to): (a) reverse assemble, reverse compile, reverse engineer, or otherwise translate the Blockgraph Platform or otherwise attempt to reconstruct or derive any source code (or underlying ideas, algorithms, structure or organization) from the Blockgraph Platform; (b) permit the use of the Blockgraph Platform by a third party except as expressly set forth in this Agreement, or use the Blockgraph Platform in any manner to provide service bureau, time-sharing or other computer services to any third party; (c) use any Confidential Information of Blockgraph related to the Blockgraph Platform to intentionally assist in the development of a product that is competitive with the Blockgraph Platform; (d) remove or obscure any identification, copyright or other proprietary or restrictive notices or legends contained or included in the Blockgraph Platform or Documentation; (e) modify, incorporate into or with other software, or create a derivative work of the Blockgraph Platform or any portion thereof, except as expressly authorized by Blockgraph; (f) include any false or contrived data (including contrived addresses) or wrongfully-obtained data (e.g., obtained through webscraping) in the Audience Data or otherwise for use in connection with the Blockgraph Platform; (g) include any data related to data subjects residing outside of the United States in the Audience Data or otherwise for use in connection with the Blockgraph Platform.

1.3           Blockgraph Platform Rules.  As a Participant in the Blockgraph Platform, Company agrees to at all times comply with the requirements set forth in Schedule 2 hereto (the “Platform Rules”).

1.4           Bilateral Agreements Between Participants.  The Parties acknowledge that any Participant Shared Data received by Company in its capacity as a Participant on the Blockgraph Platform is received directly from another Participant and not from Blockgraph, and that at no time will any Collected Data or Participant Shared Data be transmitted, stored, processed, or otherwise handled by Blockgraph, except as described in this Agreement, including Section 4.5 below. Accordingly, Company will (a) enter into a written agreement with a Participant (each, a “Bilateral Participant Agreement”) prior to sharing data with or receiving data from such Participant, and (b) handle all Participant Shared Data it receives from other Participants, and address its requirements with respect to Collected Data it elects to share with other Participants, in accordance with such Bilateral Participant Agreement. Company understands and agrees that Blockgraph and its Affiliates are not a party to, and have no liability with respect to, such Bilateral Participant Agreements.‍

2. Term and Termination

‍2.1           Term and Termination.  The term of this Agreement (the “Term”) will commence as of the Effective Date and will continue until terminated by a party in accordance with this Agreement. In addition to any other termination right set forth in this Agreement, either Party may terminate this Agreement if the other Party is in material breach of this Agreement and does not cure such breach within sixty (60) days after receiving written notice of the breach by the other Party.  Additionally, Blockgraph may terminate this Agreement for any reason upon thirty (30) days’ notice to Company.

2.2           Suspension by Blockgraph.  Blockgraph may suspend access to the Blockgraph Platform if, for example, Blockgraph believes Company has submitted Audience Data to the Blockgraph Platform that violates the terms of this Agreement or in order to perform maintenance services.

2.3           Deletion upon Termination.  No later than ten (10) business days after any termination or expiration of this Agreement, Company will (a) delete all electronic files and destroy materials that comprise the Blockgraph Materials or other Blockgraph Confidential Information, including the Blockgraph IDs and Documentation in Company’s possession and (b) ensure that any third parties (including customers) with which Company has shared any Blockgraph Materials delete such Blockgraph Materials and other Blockgraph Confidential Information, and, upon written request from Blockgraph, Company will certify to Blockgraph in writing that all such files and materials have been rendered permanently irretrievable.  No later than ten (10) business days after any termination or expiration of this Agreement, Blockgraph will delete and destroy Company Confidential Information in Blockgraph’s possession; provided that Blockgraph may retain archival copes of Company Confidential Information as necessary to comply with Applicable Laws, established accounting requirements or as otherwise necessary to enforce the terms of this Agreement. Notwithstanding the foregoing, the Parties acknowledge and agree that the same or similar data may be included in both the Company Data and in Participant Shared Data shared with Blockgraph in connection with the Blockgraph Platform (“Overlapping Data”), and therefore, Blockgraph shall not be obligated to destroy copies of such Overlapping Data, and upon termination or expiration of this Agreement, such Overlapping Data shall cease to be considered Company Confidential Information or Company Materials; provided that Blockgraph ensures such Overlapping Data is no longer associated with Company in the Blockgraph Platform.

2.4           Survival.  Provisions that should reasonably be considered to survive termination of this Agreement will survive and be enforceable after such termination or expiration, including, without limitation, provisions relating to confidentiality, proprietary rights, representations and warranties, indemnification, limitations of liability, effects of termination, and governing law and jurisdiction.     ‍

3. Proprietary Rights and Information Security‍

3.1           Ownership.  Blockgraph owns all right, title and interest, including all IP Rights, in and to the Blockgraph Materials. No changes to the Blockgraph Platform and Documentation made by Company or by Blockgraph at the request of Company, however extensive, will reduce the title or ownership rights of Blockgraph. Each Party recognizes that Blockgraph grants no licenses by implication, estoppels or otherwise, except for the license rights expressly set forth in this Agreement. All Company Materials will remain the exclusive property of Company, including all IP Rights therein and thereto.  Such Company Materials will be used for no purpose other than in providing Company Use of the Blockgraph Platform pursuant to this Agreement, and as otherwise expressly permitted by this Agreement.  As between the Parties, Company will also retain and own all right, title and interest in and to any and all data, information, and other material generated from, or in connection with, Company’s use of the Blockgraph Platform (excluding the Blockgraph IDs).

3.2           Company Information Security Safeguards.  Company will at all times maintain commercially reasonable and appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of its Blockgraph Platform accounts and credentials, all Company software applications interfacing with the Blockgraph Platform, and all other network and computing infrastructure used in connection with Company’s use of and participation in the Blockgraph Platform (collectively, the “Company IT Infrastructure”).  Such safeguards include, but are not limited to, adequate access controls that: (a) govern access to the Company IT Infrastructure; (b) restrict access to each component of the Company IT Infrastructure to only those of Company’s personnel whose job functions require such access; (c) are periodically reviewed to ensure that such access controls remain appropriate.

3.3           Blockgraph Monitoring and Data Use.  Blockgraph will have the right to process, transmit, and store (a) Audience Data and Pseudonymized Data and (b) usage data (such as permissions set by Company and other Participants within the Blockgraph Platform and related transaction summary data, but expressly excluding Audience Data) (collectively, the data described in (b), “Usage Data”) within the Blockgraph Platform for the purpose of enabling Pseudonymized Data matching and sharing between Participants, including by creating unique household identifiers (each a “Blockgraph ID”), as further described in Schedule 3. In addition, Blockgraph uses Usage Data (i) as Blockgraph deems reasonably necessary to operate the Blockgraph Platform (e.g., for trouble shooting and network health monitoring, verifying transactions between Participants, and billing), (ii) to improve Blockgraph’s services and develop new services, and (iii) in aggregated form, for Blockgraph’s business purposes, such as research and analysis. Blockgraph will also have the right to monitor the performance aspects of the Blockgraph Platform.

3.4           Blockgraph Incident Management.  If Blockgraph is notified of or otherwise discovers any security vulnerability affecting the Blockgraph Platform, or any actual or reasonably suspected unauthorized access to the Blockgraph Platform (each of the foregoing, a “Blockgraph Security Incident”), Blockgraph will: (a) provide notice to Company in accordance with its standard processes of the Blockgraph Security Incident; and (b) investigate the effects of the Blockgraph Security Incident and take actions to mitigate such effects and prevent recurrence.

3.5           Company Incident Management.  If Company is notified of or otherwise discovers any security vulnerability affecting the Company’s accounts or credentials for the Blockgraph Platform or otherwise affecting the Blockgraph Platform or any actual or reasonably suspected unauthorized access to the Blockgraph Platform (each of the foregoing, a “Company Security Incident”), Company will: (a) promptly, but no later than three (3) business days after such notification or discovery, provide notice to Company by e-mail (BGLegal@blockgraph.co or such other email Blockgraph designates upon written notice to Company) of the Company Security Incident; (b) promptly and diligently investigate the effects of the Company Security Incident and take all necessary actions to mitigate such effects and prevent recurrence; and (c) fully cooperate with Blockgraph to identify and address the root cause of the Company Security Incident.

‍4. Confidentiality

‍4.1           Definition.  The Parties acknowledge that certain information and materials exchanged during the term of this Agreement contain Confidential Information of the other Party (the “Disclosing Party”). “Confidential Information” means all non-public information and material, whether disclosed or made available in writing, electronically, orally, visually or otherwise, regarding the business of the Disclosing Party and its Affiliates that are disclosed to the other Party (the “Receiving Party”) by the Disclosing Party or its Affiliates or representatives and that should be understood by a reasonable business person to be confidential. For the avoidance of doubt, the Documentation, any features, functionality, and methodologies otherwise embodied in the Blockgraph Platform are deemed to be the Confidential Information of Blockgraph. Confidential Information specifically excludes any information which the Receiving Party can show (a) was known to or was independently developed by the Receiving Party without access to or use of the Confidential Information of the Disclosing Party as shown by documents and other competent evidence in the Receiving Party’s possession, (b) was disclosed to the Receiving Party in good faith by a third party who had the right to make such disclosure, or (c) was made generally available to the public by the Disclosing Party, other than as a consequence of a breach of this Agreement by the Receiving Party.

4.2           Use and Disclosure.  The Receiving Party will safeguard the confidentiality of the Disclosing Party’s Confidential Information using the same safeguards and degree of care that the Receiving Party uses for its own information of a similar nature, but in no event using less than a reasonable standard of care.  The Receiving Party further agrees that it will not use, copy or disclose the Confidential Information other than for the sole purpose of supporting or performing its obligations under this Agreement or exercising its rights hereunder. The Receiving Party may disclose the Disclosing Party’s Confidential Information to the Receiving Party’s employees, Affiliates, contractors, and advisors (collectively, “Representatives”) on a need to know basis, provided that the Receiving Party binds each such Representative to confidentiality obligations no less protective of the Disclosing Party than the provisions of this Section 4. The Receiving Party will at all times remain responsible for and will ensure its Representatives’ compliance with this Section 4.

4.3           Disclosures Required by Law.  If the Receiving Party is required by law or a governmental authority to disclose Confidential Information, it shall: (a) whenever permitted by law, give prompt written notice to the Disclosing Party of the requirements of such disclosure to enable the Disclosing Party to intervene and object to such disclosure or seek a protective order or other appropriate protection; (b) limit such disclosure to the extent of the legal requirement; and (c) cooperate fully with the Disclosing Party, at the Disclosing Party’s expense, to minimize such disclosure. A disclosure of Confidential Information pursuant to this Section shall not constitute a breach of this Agreement provided that the Receiving Party complies with the terms of this Section.

4.4           Injunctive Relief.  Each Party acknowledges and agrees that violation of any covenants with respect to the Confidential Information of the other Party may cause such other Party irreparable harm, and that such other Party will be entitled to seek an injunction and other equitable relief, without payment of any bond and in addition to all other remedies available to it as provided above or otherwise by law, to prevent any such violation or to secure enforcement of this Agreement.                                                                                                                                      

‍5. Representations and Warranties

‍5.1           Mutual Warranties.  Each Party represents and warrants that: (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation; (b) it has the full power and authority to enter into this Agreement and perform its obligations hereunder; (c) it will comply with all Applicable Laws applicable to the carrying on of its business and the performance of its obligations pursuant to this Agreement; (d) this Agreement, when executed and delivered, will constitute a valid and binding obligation of such Party and will be enforceable against such Party in accordance with its terms; and (e) the execution and performance of this Agreement does not, and will not, conflict with or violate any other license, instrument, contract, agreement or other arrangement between such Party and any third party or by which such Party is bound.

5.2           Company Warranties.  Company represents and warrants that, in connection with its collection, processing, transmission, and storage of any of Company’s Audience Data applicable to Company’s use of the Blockgraph Platform, Company (a) has obtained and shall maintain all necessary rights, licenses, consents, permissions, and lawful bases in compliance with all Applicable Laws to (i) use Audience Data for the purpose of participating on the Blockgraph Platform, (ii) provide to Blockgraph data derived from the Audience Data as necessary for Blockgraph to operate the Blockgraph Platform, and (iii) provide Audience Data to other Participants as contemplated herein; and (b) has provided legally adequate privacy notices, disclosures and opt-out opportunities to all individuals for whom Company has collected Audience Data.

5.3           Warranty Disclaimer.  EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED OR ARISING BY CUSTOM OR TRADE USAGE, WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, AND THE PARTIES EXPRESSLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  ‍

6. Indemnification

‍6.1           Indemnification by Company.  Company agrees to indemnify, defend and hold harmless Blockgraph, its Affiliates, and its and their respective officers, directors, employees, and agents (“Blockgraph Indemnitees”) from and against any and all Damages resulting from a third party claim arising out of: (a) Company’s breach of this Agreement; or (b) the gross negligence or willful or wanton misconduct of Company in connection with this Agreement.

6.2           Indemnification Procedures.  Company will have sole control of the defense and settlement (subject to the last sentence of this paragraph) of a claim that is subject to Section 6.1; provided, however, that Blockgraph may, at its own cost, participate in such claim, suit or proceeding.  No settlement of a claim, investigation, suit, or other proceeding that admits liability on the part of Blockgraph or imposes any liability or obligation upon Blockgraph shall be entered into by Company without the consent of Blockgraph.‍

7. Limitation of Liability

‍7.1           Exclusion of Consequential Damages.  EXCEPT WITH RESPECT TO: (A) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 6; (B) DAMAGES ARISING OUT OF A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 4 OR ITS INFORMATION SECURITY OBLIGATIONS UNDER SECTION 3; OR (C) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY NOR ANY OF ITS AFFILIATES WILL HAVE ANY LIABILITY HEREUNDER FOR ANY SPECIAL, CONSEQUENTIAL INDIRECT, INCIDENTAL, OR PUNITIVE DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS OR DAMAGE TO REPUTATION) FOR ANY REASON, EVEN IF SUCH PARTY OR ITS REPRESENTATIVE(S) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.2           Limitation on Damages.  BLOCKGRAPH AND ITS RESPECTIVE AFFILIATES’ AGGREGATE LIABILITY FOR DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT, WHETHER ARISING FROM BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, TORT OR OTHERWISE, WILL NOT EXCEED FIFTY THOUSAND DOLLARS ($50,000.00).   ‍

8. General

‍8.1           Public Statements.   Company will not make, issue or release any public announcement, statements, press releases, or acknowledgment related to this Agreement or the Blockgraph Platform unless mutually agreed upon by the Parties in writing. Blockgraph has the limited right to state publicly or list in advertising, announcements, presentations or other marketing materials Company’s name and logo in relation to the fact that Company is a participant on the Blockgraph Platform.

8.2           Independent Contractors.  The Parties are independent contractors under this Agreement and nothing in this Agreement will be construed to create a partnership, joint venture, agency, or employer-employee relationship between Blockgraph and Company.  Neither Party will act in a manner that expresses or implies a relationship other than that of independent contractor, nor bind the other Party.

8.3           Force Majeure.  Each Party shall be excused from performance for any period during which, and to the extent that, it is prevented from performing any obligation or service due to causes beyond its reasonable control and without its fault or negligence.

8.4           Governing Law; Dispute Resolution.  This Agreement, and all matters arising out of or relating to this Agreement, will be governed by the laws of the State of New York, without regard to its conflict of law provisions. Except with respect to any claim of injunctive relief or other equitable remedy by a Party, any dispute arising between the Parties concerning this Agreement will be submitted to and settled by binding arbitration before JAMS, by a single arbitrator under JAMS’ Comprehensive Arbitration Rules. Arbitration will take place in the Borough of Manhattan, New York, New York, USA. Any court having jurisdiction over the matter may enter judgment on the award of the arbitrator.  Service of a petition to confirm the arbitration award may be made by certified mail or by commercial express mail, in accordance with Section 8.10 below.

8.5           Assignment.  Company may not assign this Agreement, or assign or otherwise transfer any of the rights and licenses granted hereunder, without the prior written consent of Blockgraph. Blockgraph may assign any or all of its rights and obligations hereunder without the consent of Company, including without limitation pursuant to any merger, sale of assets, consolidation, or reorganization.  All provisions of this Agreement will be binding upon, inure to the benefit of and be enforceable by and against the respective successors and permitted assigns of Blockgraph and Company.

8.6           Export Compliance.  Each Party agrees to comply fully with all relevant export laws and regulations of the United States, including but not limited to the U.S. Export Administration Regulations.

8.7           Entire Agreement.  This Agreement and any and all attached Schedules, which are hereby incorporated by reference into and as part of this Agreement, supersede in full all prior discussions and agreements between Blockgraph and Company relating to the subject matter of this Agreement, and constitute the entire agreement relating to the subject matter of this Agreement. Neither the United Nations Convention on Contracts for the International Sale of Goods nor the Uniform Computer Information Transactions Act will apply to this Agreement.  This Agreement is intended for the sole and exclusive benefit of the Parties hereto, is not intended to confer any rights or benefits on any third party, and only the Parties may enforce this Agreement.

8.8           Amendments; Changes.  This Agreement and the Blockgraph Platform may be changed from time to time by Blockgraph at its discretion. Blockraph will notify you of any changes to this Agreement, which may be by posting an updated version of the Agreement to Blockgraph.co. All revisions are effective when posted and shall apply to all access and use of the Blockgraph Platform thereafter. Company is responsible for regularly reviewing this Agreement. Company can view the current version of the Agreement at any time via a link on Blockgraph.co. COMPANY’S CONTINUED USE OF THE BLOCKGRAPH PLATFORM AFTER THE EFFECTIVE DATE OF ANY POSTED REVISIONS WILL CONSTITUTE ACCEPTANCE OF AND AGREEMENT BY COMPANY TO BE BOUND BY ALL THE TERMS AND CONDITIONS HEREIN, AS SO AMENDED. IF AT ANY TIME COMPANY DOES NOT WISH TO CONTINUE TO ACCEPT THIS AGREEMENT, COMPANY SHOULD CEASE USING OR ACCESSING THE BLOCKGRAPH PLATFORM.

8.9           Counterparts.  This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which taken together will constitute one and the same instrument.

8.10        Notices.  All notices which either Party hereto is required or may desire to give the other Party hereunder shall be provided to the address set forth in the preamble of this Agreement (in the case of notice to Blockgraph) or to the email address provide on the Sign Up Form (in the case of notice to Company). Such notices may be given by overnight courier, certified mail (return receipt requested), or e-mail (if provided below).  Notices are deemed given on the date of receipt (or refusal) of delivery if mailed, or twenty-four (24) hours after electronic transmission if sent by e-mail. Either Party may change its address or other information from time to time for the purposes of notices by giving notice in accordance with this Section specifying such change to the other Party.

8.11        Waiver and Remedies.  No waiver of any breach of any provision of this Agreement constitutes a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof and no waiver will be effective, unless made in writing and signed by an authorized representative of the Party waiving such breach.  No right or remedy conferred by this Agreement is exclusive of any other right or remedy conferred herein or by law or in equity; rather, all of such rights and remedies are cumulative of every other such right or remedy and may be exercised concurrently or separately from time-to-time.

8.12        Severability.  In the event that any provision of this Agreement is illegal or otherwise unenforceable, such provision will be severed and the remaining portion of this Agreement will remain unaffected and will continue in full force and effect.‍

SCHEDULE 1
DEFINITIONS

‍1.     “Affiliate” means with respect to either Party, any entity that directly or indirectly Controls, is Controlled by, or is under common Control with such Party. “Control” means the power to direct the management and policies of an entity, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

2.     “Applicable Laws” mean all foreign, domestic, federal, state, local, and regional laws, rules, regulations, ordinances and orders, guidelines, and industry self-regulatory principles.

3.     “Audience Data” means any information relating to a subscriber, customer, website or app user, or other individual related to Company, a Company Affiliate, or a Company client, which information is supplied by or on behalf of Company, its Affiliate, or client in connection with use of the Blockgraph Platform, including names, addresses and other personal information (as defined in Schedule 3).

4.     “Blockgraph Materials” means the Blockgraph Platform, Documentation, Blockgraph IDs, all Blockgraph Confidential Information, and any modifications or enhancements to any such materials, and all intellectual property (“IP Rights”) therein and thereto.

5.     “Blockgraph Platform” means the hardware, software, APIs, applications, architecture and networks that are owned or operated by Blockgraph.

6.     “Collected Data” means Pseudonymized Data that is shared by Company with another Participant or Participants via the Blockgraph Platform.

7.     “Company Data” means all Audience Data, including any Audience Data that has been Pseudonymized, that is transmitted to or accessed from the Blockgraph Platform.

8.     “Company Materials” means all proprietary and other materials provided by or on behalf of Company to Blockgraph pursuant to this Agreement, including, without limitation, all Company Data, Company Confidential Information, any modifications or enhancements to any such materials, and all IP Rights therein and thereto.

9.     “Documentation” means the technical and user manuals or other official documentation that is provided or otherwise made available by Blockgraph to Company with respect to the Blockgraph Platform.

10.  “Participant” means Company and any third party that has contracted with Blockgraph to use the Blockgraph Platform, including any third party with whom Company shares or receives Pseudonymized Data in connection with the Blockgraph Platform.

11.  “Participant Shared Data” means Pseudonymized Data of another Participant and shared with Company via the Blockgraph Platform.

12.  “Pseudonymized Data” means Audience Data or a Participant ‘s audience data that has been Pseudonymized. “Pseudonymized” means data that has been sanitized by the Blockgraph Platform through encryption or other database technologies, using methodologies that Blockgraph has disclosed to Company, that cause such data to no longer be attributable to a specific consumer without the use of additional information that is retain separately and subject to limitations on re-identification.

‍SCHEDULE 2
PLATFORM RULES

‍13.  Participants will not alter the source code of the Licensed Software or Blockgraph Platform.

14.  The exchange of information between Participants or management of data within a Participant VPC will only occur through specified APIs enabled through the Licensed Software or Blockgraph Platform.  Participants may not alter any databases created by the Licensed Software or Blockgraph Platform.

15.  Participants will comply with their obligations under their Bilateral Participant Agreements.

16.  Participants may develop internal or utilize Third Party Applications to integrate with the Licensed Software. However, each such application must be submitted to Blockgraph for review and certified by Blockgraph in accordance with Blockgraph’s then-current certification process before it can be deployed on the Blockgraph Platform.

17.  Participants will not submit any content or take any action on or through the Blockgraph Platform that infringes or violates any third party rights or any Applicable Laws.

18.  Participants will not share, transmit or otherwise process any data through the Blockgraph Platform that can be used to directly identify, locate, or contact an individual, including without limitation an individual’s name, email address, postal address, phone number or government identifier, except through use of the specified APIs enabled through the Licensed Software or the Company’s account for the Blockgraph Platform (which is used to Pseudonymize the data for sharing).

19.  Company will be completely responsible for the Collected Data it makes available to other Participants, including its accuracy, legality, currentness, completeness and the means by which such Participant acquired such Collected Data.

20.  Company acknowledges that other Participants are completely responsible for the Participant Shared Data they make available to Company or other Participants, including its accuracy, legality, currentness, completeness and the means by which such Participant acquired such Participant Shared Data.

21.  Participants acknowledge and agree that all other Participants of the Blockgraph Platform have discretion to respond (or not to respond) to any query directed at them.

22.  Participants will not disrupt, interfere with, or inhibit any other Participant from using the Blockgraph Platform.

23.  Participants will cooperate with other Participants to comply with data protection requirements under Applicable Laws, including those relating to data subject rights, security and personal data breaches, data protection impact assessments, prior consultation of supervisory authorities (to the extent applicable), and responses to inquiries, requests or complaints of data subjects, supervisory authorities, and regulators.

‍SCHEDULE 3
DATA PROCESSING TERMS

‍To the extent that Blockgraph processes any personal information (as defined herein) in connection with Company’s participation in the Blockgraph Platform, the Parties agree to the following terms:
1.          DEFINITIONS.

1.1.     Any terms used herein and defined under Data Protection Legislation shall have the meanings given to those terms and analogous terms under Data Protection Legislation.

1.2.     “Data Protection Legislation” means all data protection, privacy, data security, security breach notification, and related laws, rules, regulations, and industry standards, in any jurisdiction, as applicable, including any amending or replacement legislation.

1.3.     “Person” means any entity, corporation, company, association, joint venture, joint stock company, partnership, trust, organization, individual (including personal representatives, executors and heirs of a deceased individual), nation, state, governmental authority, trustee, receiver or liquidator.

2.          ROLE OF THE PARTIES. The Parties acknowledge that with respect to the Agreement, including this Schedule, Blockgraph acts as a service provider or processor on behalf of Company.

3.          RESTRICTIONS ON USE OF PERSONAL INFORMATION. The parties agree that personal information disclosed by Company to Blockgraph under this Schedule is disclosed only for the limited and specified business purposes set forth in Appendix 1 attached hereto.  The categories of personal information to be processed and the processing activities to be performed under the Agreement are also set out in Appendix 1.  Company acknowledges and agrees that it will not transfer sensitive personal information to Blockgraph, nor upload it to the Blockgraph Platform. For clarity, Blockgraph will not, unless otherwise permitted by Data Protection Legislation: (a) sell or share any personal information of Company; or (b) use, retain or disclose personal information of Company outside of the direct business relationship between Blockgraph and Company, or for any other purpose, including commercial purposes. Blockgraph hereby certifies that it understands these restrictions and will comply with them.

4.          SUBPROCESSORS. Blockgraph shall ensure that all subprocessors appointed by Blockgraph to process personal information (“Subprocessors”) are subject to legally binding contract terms that are compliant with Data Protection Legislation. For any Subprocessors engaged after the Effective Date, Blockgraph shall provide Company the right to object to Blockgraph’s use of such Subprocessor by terminating the Agreement, before such Subprocessor is engaged in processing personal information, by providing Company with 30 days’ prior notice of the identity and location of any new or replacement Subprocessor and a description of the intended processing to be carried out by the Subprocessor. 5.          
‍COMPLIANCE WITH LAWS. Blockgraph shall: (a) comply with its obligations under Data Protection Legislation, including providing the same level of privacy protection for personal information as required of Company under Data Protection Legislation; (b) permit Company to take reasonable and appropriate steps in accordance with Section 8.0 of this Schedule to help ensure that Blockgraph uses personal information in a manner consistent with Company’s obligations under Data Protection Legislation; (c) notify Company if it makes a determination it can no longer meet its obligations under Data Protection Legislation; (d) permit Company, upon notice, to take reasonable and appropriate steps to stop and remediate unauthorized use of personal information by terminating the Agreement; and (e) ensure that each person processing personal information is subject to a duty of confidentiality.

6.          CONSUMER RIGHTS. Upon written request of Company, Blockgraph shall reasonably assist Company in responding to consumer requests made pursuant to Data Protection Legislation, provided that Company has verified the Consumer request and has provided Blockgraph with the means necessary for Blockgraph to assist.

7.          AUDITS. Blockgraph shall internally or through a qualified and independent assessor conduct an assessment of Blockgraph’s policies and technical and organizational measures in support of Blockgraph’s obligations under Data Protection Legislation.  Such assessment shall use an appropriate and accepted control standard or framework and assessment procedure (e.g., SOC 2 Type II audit), and Blockgraph shall, upon Company’s request (not to exceed once annually), make available to Company a copy of a report created in connection with such assessment, which report shall be considered Blockgraph’s Confidential Information.

‍Appendix 1:
Description of Personal Information Processing

‍1.          Subject matter of Processing. The subject matter of the processing of personal information is to provide the Blockgraph Platform which facilitates peer-to-peer data sharing between Participants of the Blockgraph Platform and associated support services as set forth in the Agreement.

2.          Duration of Processing. The duration of the processing activities shall be for the Term.

3.          Nature and Purpose of Processing. The purpose of the processing of personal information by Blockgraph is to enable peer-to-peer data sharing between participants of the Platform at their own direction.

4.          Categories of Personal Information.If Company uploads postal addresses to the Blockgraph Platform, Blockgraph may process such data to normalize the postal address and process pseudonymized postal address in order to assign a Blockgraph ID.If Company personnel request Blockgraph support services, Blockgraph may process name and email address of Company personnel.Company in its sole discretion, may transfer to the Blockgraph Platform and Blockgraph may process the following categories of data: (1) online identifier (any unique identifier); (2) Internet Protocol address; (3) email address and postal address; (4) purchasing or consuming histories or tendencies; and (5) Internet or other electronic network activity information, including, but not limited to, browsing history, search history, and information regarding a Consumer’s interaction with an Internet Web site, application, or advertisement.

5.          Business Purposes and Services. The purpose of the processing of personal information by Blockgraph is to facilitate peer-to-peer data sharing via the Blockgraph Platform, provide the Blockgraph Platform to Company, and provide associated support services pursuant to the Agreement and the following business purposes: (1) Helping to ensure security and integrity to the extent the use of the consumer’s personal information is reasonably necessary and proportionate for these purposes; (2) Debugging to identify and repair errors that impair existing intended functionality; and (3) Performing services on behalf of the business, including maintaining or servicing accounts, providing customer service, processing or fulfilling orders and transactions, verifying customer information, processing payments, providing financing, providing analytic services, providing storage, or providing similar services on behalf of the business.

6.          Consumers. Consumers whose personal information is subject to processing may include: (1) customers of Company (or of Company’s customers) if Company transfers consumer personal information to the Blockgraph Platform and (2) Company personnel, which includes employees and contractors of Company.