Terms & Conditions

1.1 License to Services

Subject to the terms and conditions of this Agreement, Moralis hereby grants to the User a non-transferable, non-exclusive, non-sublicensable limited term world-wide right and license for the User to access and use the Services. The User may not transfer, sub-licence or in any other way provide, permit or utilize the Services for use by a third party, e.g. through time-sharing, as a service or otherwise. The “Services” allow users to discover, track and interact with data generated by compatible third-party blockchain applications. Your use of, and participation in, certain Services may be subject to Supplemental Terms, which will either be listed in the General Terms and Conditions or will be presented to you for your acceptance when you sign up to use the Supplemental Service. If the Agreement here is inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service. 

1.2 License to App

Subject to the User’s compliance with the Agreement, Moralis grants the User a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the App on a mobile device or computer that you own or control and to run such copy of the App solely for your own personal or internal business purposes. Furthermore, they will only use any App Store Sourced App (a) on an Apple-branded product that runs the iOS and (b) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. Notwithstanding anything else set forth herein, with respect to any Google Play Sourced App, you may have additional license rights with respect to use of the App on a shared basis within your designated family group. Reselling, republishing or repurposing any information provided within the App is strictly prohibited without a written permission from Moralis.

1.3 New Versions

Moralis reserves the right to implement new versions and upgrades of the Services including, but not limited to, changes that effect modifications to the design, operational method, technical specifications, systems, and other functions, etc. of the Services, at any time without prior notice. Users may need to update third-party software from time to time in order to use the Services.

1.4 Access Availability

Moralis undertakes, in its sole discretion, to adopt reasonable measures so that the Services are available over the Internet round the clock, seven (7) days a week. Moralis shall be entitled to take measures that affect the aforementioned accessibility where Moralis deems such to be necessary for technical, maintenance, operational, or security reasons. The User does not have the right to compensation in the event of lack of access as a result of any such measures taken; nor is Moralis liable for lack of access as a result of interruptions or communication problems on the Internet or other private and public networks, for other accessibility deficiencies outside of Moralis control, or problems with the User’s own equipment which is used to obtain access to the Services.

1.5 Amendment Agreements

Moralis has the right to amend these General Terms and Conditions. The User shall be informed of any such amendments through a notification via e-mail or via Moralis’ web site. The User shall be regarded as having received the notification at the latest one (1) week from the date on which the notification was sent by e-mail or announced on the web site. If the change has an appreciable adverse effect on the User, the User has the right to terminate the Agreement within thirty (30) days of the date on which the notification was regarded as having been received in accordance with the above. If the User does not terminate the Agreement within the period stipulated above, the User shall be regarded as having accepted the new General Terms and Conditions.

1.6 Software Suppliers

Moralis shall be entitled to retain subcontractors, including third party software suppliers, for the performance of obligations in accordance with this Agreement. Moralis shall be liable for the subcontractors’ work and services in the same manner as for its own work and services.

2.1 Connecting Your Wallet

In order to use the Interface and access certain features of the Services the User may need a Wallet that is supported by or compatible with the Services. The User cannot create a Wallet using the Services.

2.2 Third-Party Accounts

In order to access certain features of the Services, User may be required to use certain Third-Party Accounts in connection with the Services.

2.3 Representations

The User represents that they are not a person barred from using the Services under the laws of their place of residence or any other applicable jurisdiction. The User is responsible for all activities that occur during their use of the Services. The User agrees that they shall monitor their use of the Services to restrict use by minors, and they will accept full responsibility for any unauthorized use of the Services by minors.

2.4 Necessary Equipment & Software

The User must provide all equipment, software, and hardware necessary to connect to the Services. They are solely responsible for any fees, including Internet connection or other fees, that they incur when accessing the Services. The User is solely responsible for keeping their hardware devices secure. Moralis will not be responsible if someone else accesses their devices and authorizes a transaction upon receipt of a valid transfer initiated from the Services.

3.1

The User shall ensure that usernames, passwords, and equivalent obtained by the User in conjunction with registration are stored and used in a secure manner and cannot be accessed and thereby used by third parties. The User is fully responsible to safeguard the access to all wallets that the User connects to the Services. The User is fully responsible for all activities that occur under their username,password and wallet connection and shall be liable for any unauthorized use of the Services. Moralis shall have no liability for any loss or damage arising from the User’s failure to comply with these requirements. The User agrees to immediately notify Moralis of any unauthorized username and password use or any other security breach.

4.1 Types of Content

The User acknowledges that all content, including the Services, is the sole responsibility of the party from whom such content originated. This means that the User and other Registered Users of the Services, and not Moralis, are responsible for all user content.

4.2 Adapters

Users are solely responsible for any adapter, or software tool that enables and facilitates the interoperability of a particular DeFi project with the Services, that they make available on or through the Services, including without limitation for securing any rights or licenses in connection with such adapter and the Services use thereof. The User acknowledges and agrees that Moralis has no obligation to publish or otherwise make their adapter available on or through the Services. They acknowledge and agree that they have no rights to any upgrades, modifications, enhancements or revisions that Moralis may make on their adapter. User agrees that Moralis has no obligation to provide any support or engineering assistance of any sort in connection with their adapter unless otherwise agreed in writing.

4.3 Connected Content

The User acknowledges and agrees that the Services include a feature that permits users to read any public key associated with a compatible Wallet and display all Connected Content publicly associated with that Wallet. Moralis is not liable to the User in connection with Moralis’ or any third party’s use of the Services to view such Connected Content that User has made publicly available. Moralis disclaims any liability for connected content, including but not limited to personally identifiable information, that may be provided  to it by such third-party service providers in violation of the privacy settings that the User have set in such wallets. Moralis makes no effort to review any Connected Content for any purpose, including but not limited to, for accuracy, legality or noninfringement, and Moralis is not responsible for any Connected Content.

5.1

The User shall always comply with any security and administrative regulations as notified in conjunction with registration, by e-mail, as made available on Moralis’ web site, or in any other manner.

5.2

The User shall ensure that all details provided regarding the User’s contact information, billing information and credit card information, where applicable, are correct and to undertake to update such information as soon as possible when changes to such information occurs.

5.3

The User shall be responsible for their activities and shall use the Services in compliance with national laws in conjunction therewith.

5.4

The User undertakes not to use the Services in any manner which may result in the infringement of any third party’s copyright, or which constitutes a dissemination of business secret, or may incite a third party to commit or participate in a crime, or may be understood as constituting a threat, or to use the Services in any other manner incompatible with the purpose intended.

5.5

The User is solely responsible for the interactions with other Registered Users and any other parties with whom they interact; provided, however, that Moralis reserves the right, but has no obligation, to intercede in such disputes. The User agrees that Moralis will not be responsible for any liability incurred as a result of such interactions.

5.6

When the User clicks on a link to, or accesses, or uses a Third-Party Service, Moralis will not warn User that they have left the Services and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Services are not under the control of Moralis. Moralis may provide these Third-Party Services only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services, or any product or service provided in connection therewith. When User leaves our Services, this Agreement and our policies no longer govern. User should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Services, and make whatever investigation they feel necessary or appropriate before proceeding with any transaction with any third party.

6.1

The User agrees to be solely responsible for their conduct in connection with the Services and interactions with other Registered Users and they will not (and will not attempt to):

1. provide false or misleading information to Moralis; 

2. use or attempt to use another Registered User’s Wallet without authorization from such Registered User, nor pose as another person or entity; 

3. use the Services in any manner that could interfere with, disrupt, negatively affect or inhibit other Registered Users from fully enjoying the Services, or that could damage, disable, overburden or impair the functioning of the Services in any manner; 

4. develop, utilize, or disseminate any software, or interact with any API in any manner, that could damage, harm, or impair the Services; 

5. bypass or circumvent measures employed to prevent or limit access to any service, area, or code of the Services; 

6. attempt to circumvent any content-filtering techniques we employ; 

7. use any robot, spider, crawler, scraper, script, browser extension, offline reader, or other automated means or interface not authorized by Moralis to access the Services, extract data or otherwise interfere with or modify the rendering of Service pages or functionality; 

8. collect or harvest data from our Services that would allow Users to contact individuals, companies, or other persons or entities, or use any such data to contact such entities; 

9. use data collected from our Services for any direct marketing activity (including without limitation, email marketing, SMS marketing, telemarketing, and direct marketing); 

10. bypass or ignore instructions that control all automated access to the Services; 

11. use the Service for any illegal or unauthorized purpose, or engage in, encourage, or promote any activity that violates any applicable law or this Agreement; 

12. use your Wallet to carry out any illegal activities in connection with or in any way related to your access to and use of the Services, including but not limited to money laundering, terrorist financing or deliberately engaging in activities designed to adversely affect the performance of the Services; 

13. engage in or knowingly facilitate any “front-running,” “wash trading,” “pump and dump trading,” “ramping,” “cornering” or fraudulent, deceptive or manipulative trading activities, including: 

    1. trading a Digital Asset at successively lower or higher prices for the purpose of creating or inducing a false, misleading or artificial appearance of activity in such Digital Asset, unduly or improperly influencing the market price for such Digital Asset on the Services or any Ecosystem Partner (“supported DeFi applications and projects”) or establishing a price which does not reflect the true state of the market in such Digital Asset; 

    2. for the purpose of creating or inducing a false or misleading appearance of activity in a Digital Asset or creating or inducing a false or misleading appearance with respect to the market in a Digital Asset: (Y) executing or causing the execution of any transaction in a Digital Asset which involves no material change in the beneficial ownership thereof; or (Z) entering any order for the purchase or sale of a Digital Asset with the knowledge that an order of substantially the same size, and at substantially the same price, for the sale of such Digital Asset, has been or will be entered by or for the same or different parties; or

    3. participating in, facilitating, assisting or knowingly transacting with any pool, syndicate or joint account organized for the purpose of unfairly or deceptively influencing the market price of a Digital Asset;

14. use the Services to carry out any financial activities subject to registration or licensing, including but not limited to using the Services to transact in securities, debt financings, equity financings or other similar transactions; 

15. use the Services to participate in fundraising for a business, protocol, or platform, including but not limited to creating, listing, or buying assets that:

    1. are redeemable for financial instruments,

    2. give owners rights to participate in an ICO or any securities offering, or 

    3. entitle owners to financial rewards, including but not limited to, DeFi yield bonuses, staking bonuses, and burn discounts;

16.  Make Available any Content that infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; or 

17. attempt to access any Wallet that you do not have the legal authority to access. Any unauthorized use of any Services terminates the licenses granted by Moralis pursuant to the Agreement.

7.1

For Services that fall under a paid plan, the User shall pay compensation for the Services in accordance with the fees set out upon sign up procedure or otherwise agreed.

7.2

Payment shall be made by the User through use of a credit card or through a selected Moralis third party payment provider.

7.3

In the event of early termination of the Services or the Agreement, due to the User’s breach the User shall not be entitled to a refund of any prepaid fees.

7.4

All prices and fees are excluding VAT and exclude other additional applicable taxes and charges.

8.1

Moralis shall hold title to any and all intellectual property rights and technical solutions of the Services or, in the alternative, shall possess a sole right to use the same, except for any OSS, User Wallet, and any User Content that Users make available. Such intellectual property rights and technical solutions may only be used by the User in the manner stated in this Agreement. Under no circumstances shall the User or a third party acquire any intellectual property rights to the Services or to the software or technical solutions used in Services, or to any trademark or any other business mark belonging to or used by Moralis. Access to the Services are licensed, not sold.

8.2

All content and data uploaded to, transferred through, posted, processed or entered into the Services by the User and/or its users shall remain the sole property of the User or its respective legal owner. Moralis shall have no liability for such content and data.

8.3

The User may not in any way modify, decompile, disassemble or reverse engineer the Services except as permitted by law.

9.1

Moralis provides the User with support by e-mail ([email protected]) regarding User’s enquiries in connection with use of the Services. Such support is provided on weekdays (excluding Swedish public holidays) during Moralis’ ordinary office hours and to the reasonable extent decided upon from time to time in detail by Moralis.

9.2

Enquiries and/or error notices must be submitted to Moralis by e-mail in accordance with the contact information available on Moralis’ web site.

10.1

Moralis warrants to the User that the Services will perform substantially and materially in accordance with how it is presented on its web site, under normal use and circumstances, and for the purpose intended.

10.2

Except for the express warranties set forth above and to the extent permitted by law, Moralis expressly disclaims all other warranties with respect to the Services, whether express or implied, including without limitation, fitness for a particular purpose, accuracy or reliability of results from use of the Services, that the Services will meet specific requirements, that the Services will be uninterrupted, completely secure, free of software errors, or that defects and deficiencies in the Services will be corrected.

10.3

User understands and agrees that to the extent permitted by applicable law, the use of the Services is at the sole risk of the User, and the Services are provided on an “As Is” and “As Available” basis, with all faults. Any content downloaded from or otherwise accessed through the Services is accessed at your own risk, and you shall be solely responsible for any damage to your property, including but not limited to, your computer system and any device you use to access the Services, or any other loss that results from accessing such content.

11.1

Subject to the limitations set forth in this Agreement Moralis shall only be liable for direct damages.

11.2

In the event of major defects that seriously impede the User’s use of the Services and that are attributable to Moralis, Moralis undertakes to act to rectify such defect without unreasonable delay. In the absence of intent or gross negligence by Moralis, Moralis assumes no responsibility for defects or deficiencies in the Services. Error notification must be given by the User in accordance with the instructions announced by Moralis and within a reasonable time of the discovery of the defect.

11.3

The User shall not be entitled to a reduction in payment, or to damages or other sanctions in the event of operational disruption or errors that impede data traffic that are not due to negligence by Moralis.

11.4

The User understands and agrees that, to the fullest extent provided by law, Moralis shall NOT be liable for any loss of profits, Ethereum, or other virtual currency, revenue or data, indirect, incidental, special, or consequential damages, or damages or costs due to loss of production or use, business interruption, or procurement of substitute goods or services, in each case whether or not Moralis has been advised of the possibility of such damages, arising out of or in connection with the agreement or any communications, interactions or meetings with other users of the Services, on any theory of liability, resulting from:

1.  the use or inability to use the Services;

2. the cost of procurement of substitute goods or services resulting from any goods, data, information or services purchased or obtained; or messages received for transactions entered into through the Services;

3. unauthorized access to or alteration of your transmission or data;

4. statements or conduct of any third part on the services; or

5. any other matter related to the Services, whether based on warranty, copyright, contract, tort (including negligence), product liability or any other legal theory.

12.1

The User assumes the risk related to Blockchain technology. Any transaction involving Digital Assets initiated by or sent to the User’s Wallet must be confirmed by and recorded on the blockchain supporting such Digital Asset. Moralis has no control over any blockchain and therefore cannot and does not ensure that any transaction details that the User submits or receives via our Services will be validated by or confirmed on the relevant blockchain and does not have the ability to facilitate any cancellation or modification requests. In addition, certain Ecosystem Partners may support complex financial transactions that entail a high degree of risk. The User accepts and acknowledges that they take full responsibility for all activities that they execute through their Wallet and accept all risks of loss, including loss as a result of any authorized or unauthorized access to their Wallet, to the maximum extent permitted by law. User further accepts and acknowledges that:

1. User have the necessary technical expertise and ability to review and evaluate the security, integrity and operation of their Wallet; have the knowledge, experience, understanding, professional advice and information to make their own evaluation of the merits, risks and applicable compliance requirements under applicable laws of any use of their Wallet; know, understand and accept the risks associated with their Wallet; and accept the risks associated with blockchain technology generally, and are responsible for conducting their own independent analysis of the risks specific to any Digital Assets they purchase or sell. The User further agrees that Moralis will have no responsibility or liability for, such risks.

2. The prices of Digital Assets can be extremely volatile. Moralis makes no warranties as to the markets in which Digital Assets are transferred, purchased, or traded.

3. Users are solely responsible for determining what, if any, taxes apply to their transactions of Digital Assets. Moralis is not responsible for determining the taxes that apply to Digital Asset transactions.

4. Moralis does not store, send, or receive Digital Assets. This is because Digital Assets exist only by virtue of the ownership record maintained on its supporting blockchain, and so any transfer of Digital Assets occurs within the supporting blockchain and not in the Services. The transaction details the User submits via the Services may not be completed, or may be substantially delayed, as a result of activity or lack thereof on the blockchain used to process the transaction. Once transaction details have been submitted through the User’s Wallet, Moralis cannot assist User to cancel or otherwise modify their transaction or transaction details. Moralis makes no warranties or guarantees that a transfer initiated on the Services will successfully transfer title or right in any Digital Asset.

5. There are risks associated with using an Internet based currency, including but not limited to, the risk of hardware, software and Internet connections; the risk of malicious software introduction; the risk that third parties may obtain unauthorized access to information stored within the User’s Wallet; and the risk of counterfeit assets, mislabeled assets, assets that are vulnerable to metadata decay, assets on smart contracts with bugs, and assets that may become untransferable. The User accepts and acknowledges that Moralis will not be responsible for any communication failures, disruptions, errors, distortions or delays or losses you may experience when using blockchain technology, however caused.

6. The regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Services and the utility of Digital Assets.

7. Moralis makes no guarantee as to the functionality of any blockchain’s decentralized governance, which could, among other things, lead to delays, conflicts of interest, or operational decisions that are unfavorable to certain owners of certain Digital Assets. The User acknowledges and accepts that the protocols governing the operation of a blockchain may be subject to sudden changes in operating rules which may materially alter the blockchain and affect the value and function of Digital Assets supported by that blockchain.

8. Moralis makes no guarantee as to the security of any blockchain. Moralis is not liable for any hacks, double spending, stolen Digital Assets, or any other attacks on a blockchain.

9. The Services rely on, and Moralis makes no guarantee or warranties as to the functionality of or access to, any third-party Wallet (such as MetaMask) and Ecosystem Partners to perform any transactions.

12.2

Moralis liability under this Agreement shall, under all circumstances be limited to direct losses in an amount corresponding to the agreed fees paid by the User for the Services during the period of six (6) months immediately prior to the breach of contract that entitles the User to damages.

13.1

A party is exempt from sanctions for failure to fulfill certain obligations under the Agreement if the failure is due to any circumstance which is outside the party’s control and which the party could not reasonably have foreseen or avoided, such as war, actions by the authorities, new or amended legislation, industrial action, restrictions on trade or currencies, blockade, fire, flood or similar circumstance, as well as defects or delays in deliveries from subcontractors.

13.2

It is incumbent upon the party who wishes to cite grounds for exemption under this section to inform the other Party without delay that such a circumstance has arisen, and when it ceases.

14.1

Moralis upholds its Data Privacy Policy . In regards to on-chain data, as all transactions on blockchain are a public record, the transaction records associated during the use of Service will be publicly available on the blockchain.

14.2

Moralis upholds undertakes not to disclose to any third party, or otherwise make available, information received by Moralis from the User within the scope of the Agreement. Furthermore, any other information received by a party that in any way relates to the other party, including but not limited to any business, financial, scientific, intellectual property, customer or potential customer related, technical or operational information shall be considered confidential and shall not be disclosed to any third party. The above confidentiality obligations shall not apply to such information as a party can demonstrate became known to that party other than pursuant to this Agreement or which is in the public domain. Nor shall the duty of confidentiality apply where a party is obligated to provide information pursuant to legal provisions, public authority regulations or court orders.

15.1

The Agreement comes into force (i) when the User logs-on to the Services for the first time, or (ii) when the User pays the fee for the Services, whichever comes first.

15.2

Moralis is free to terminate (or suspend access to) the User’s use of the Services for breach of this Agreement, and when Moralis deems that the User is in violation of any of the restrictions set forth in this Agreement. With the suspension of the User’s use of the Services, they may continue to access their Wallet directly or through other services hosted by other providers.  Moralis shall not incur any liability with its decision over a User’s suspension or termination granted it is done in good faith.

15.3

The User may terminate the Services by ceasing the use of the Service or requesting for a cancellation of paid Services. User shall continue to have access to their Wallet directly or through other services hosted by other providers.

15.4

EU customers accept that if they use the service by either signing into their account or in any other way accessing purchased material they lose their right to the default EU regulated cool-off period for digital services.

15.5

On the termination of the Agreement, all parts of the User’s right to utilize the Services terminates.

15.6

Upon termination of this Agreement for any reason, Moralis shall be entitled to permanently delete and destroy all of the User’s data and content related thereto.

15.7

All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including but not limited to, ownership provisions, warranty disclaimers, and limitation of liability.

15.8

If User’s ability to access the Services or any other Moralis community is discontinued by Moralis due to unethical behavior in the part of the User, then the User agrees that they shall not attempt to access the Services or any Moralis community maliciously through use of a different Wallet, Third-party Account, member name or otherwise. Moralis reserves the right to immediately take any or all of the actions set forth herein without any notice or warning to the User.

16.1

Moralis shall be entitled, with immediate effect, to disable the User’s access to the Services or to  terminate the Agreement at any time in writing where: (a) the User or its users uses the Services in a manner that entails the perpetration of a crime; (b) the User uses the Services in a manner that occasions losses or the risk of loss for Moralis or any third party; (c) the User uses the Services in a manner that violates Moralis security or administrative regulations; (d) it may be reasonably assumed that User’s use of the Services violates governing law; (e) the User otherwise fails to comply with the Agreement  and such breach of contract is material.

17.1

Moralis shall be entitled, in whole or in part, to assign its rights and obligations under the Agreement to a company within the same de jure or de facto group of companies as Moralis or to a purchaser of all or substantially all of its stock or assets without the User’s prior consent.

18.1

If any provision of this Agreement is declared unenforceable for any reason, the remainder of this Agreement will continue in full force and effect, and the unenforceable provision shall be amended to the extent possible and permitted by law to achieve as nearly as possible the same intent and economic effect as the original provision.

18.2

This Agreement and the ensuing relationship between Moralis and the User shall be construed in accordance with, and governed by, the laws of Sweden. The United Nations Convention on the International Sale of Goods shall have no application to this Agreement

18.3

Disputes arising from the Agreement shall be finally settled through arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (SCC). The Institute’s Rules for Expedited Arbitration shall apply unless SCC, in consideration of the degree of complexity of the case, the value of the matter at issue and other circumstances decides that the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply to the proceedings. In this last named case, SCC shall also determine whether the arbitral tribunal shall consist of one arbitrator or three arbitrators.

18.4

Notwithstanding section 175.3 Moralis may however bring disputes regarding overdue unpaid claims for the Services before Swedish ordinary courts, in the first instance the District Court of Stockholm (Stockholms Tingsrätt).