Standard Terms and Conditions

Last updated: 1/13/2025

By signing an Order Form referencing these Standard Terms and Conditions or signing up for the Subscription Services on the Block's platform, Customer agrees to be bound by the terms of the Order Form (as applicable) and these Standard Terms and Conditions.

1. 1.

   Definitions

   "Agreement" means these Standard Terms and Conditions to which the Customer is required to agree before using the Subscription Services comprising, as applicable, an Order Form or SOW (incorporating the commercial terms).

   "Affiliate" means an entity that directly or indirectly controls, is controlled by, or is under common control with, a party to this Agreement. For purposes of the foregoing, "control" means the ownership of (i) greater than fifty percent (50%) of the voting power to elect directors of the company, or (ii) greater than fifty percent (50%) of the ownership interest in the company.

   "Customer" means the company signing the Order Form and Customer's Affiliate (if applicable).

   "Customer Data" means all permitted electronic data stored by Customer in the Subscription Services and any information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or a user through the Subscription Services.

   "Data Protection Laws" means, as applicable, any and/or all applicable domestic and foreign laws, rules, directives and regulations pertaining to data privacy.

   "Documentation" means the Block's standard installation materials, training materials, specifications and online help documents normally made available by the Block in connection with the Subscription Services, as modified from time to time by the Block.

   "Subscription Services" means the Campus applications, including any updates and upgrades thereto, which are licensed to Customer on a Software-as-a-Service (SaaS) basis.

   "Unique Records" means the unique position records (people, open positions, contractors, scores, etc.) that are imported into the Subscription Service.

2. 2.

   License Grant

   Subject to the terms of this Agreement and any limitations set forth in an applicable Order Form, the Block grants Customer a worldwide, non-exclusive non-transferable right and license to access and use the Subscription Services identified in such Order Form via a web browser solely to process information or records of Customer and its Affiliates. Unless otherwise set forth in the applicable Order Form, the Block hosts such applications on a SaaS basis and retains physical control over the Subscription Services.

3. 3.

   Limitations on Use

   a. Customer will use the Subscription Service for its internal business purposes and to process information about or for the use of its own employees, prospective employees and contractors, and will not, directly or indirectly, use the Subscription Service to process information about or for any other person (as proven by written records). Certifications via the Subscription Service are solely for internal employees and do not apply to prospective employees or contractors unless otherwise noted in an Order Form. In using the Subscription Service, Customer will not permit unauthorized use of the Subscription Service or infringe or violate the intellectual property rights, privacy, or any other rights of any third party or any applicable law and will not reverse engineer or otherwise seek to discover the source code to the Subscription Service. Customer may not use the Subscription Service to process information or records of any third party, or allow resale, timesharing, rental or use of the Subscription Service in a service bureau or as a provider of outsourced services, or allow a competitor of Block to use or have access to the Subscription Service.

   b. Excess Usage of Subscription Service. The Subscription Service has usage limitations based on the number of Unique Records used on it and Customer will not use the Subscription Service for more than the number of Unique Records specified in the Order Form. Customer may increase its Unique Record level at any time by notifying the Block and paying additional applicable fees. Upon request from the Block, but not more than twice per year, Customer will certify the actual number of Unique Records in the Subscription Service.

4. 4.

   Subscription Service Support

   Customer's helpdesk will provide first line of support to its internal users, and all initial support requests will be first received and addressed by Customer's helpdesk. The Block will provide second line support to a reasonable number of designated Customer representatives. Support requests should be submitted to the Block's customer support by email at [email protected]. From time to time, the Block will make available standard changes or additions to the Subscription Service ("Updates") that aim to correct bugs or errors therein at no additional charge.

5. 5.

   Hosting Services

   The Block will host the Subscription Service in its third party data center for Customer's use. Each party will use diligence in the protection of Customer Data and in the prevention of any unauthorized person or entity from gaining access thereto. The Block may utilize consultants, independent contractors and third party service providers to handle and process Customer Data for Customer on Customer's behalf as set forth herein, provided such representatives are under obligations of confidentiality no less stringent than those contained herein.

6. 6.

   Security

   The Block will maintain and enforce commercially reasonable physical and logical security methods and procedures to protect Customer Data on the Subscription Services and to secure and defend the Subscription Services against "hackers" and others who may seek to access the Subscription Services without authorization. The Block will test its systems for potential security vulnerabilities at least annually. The Block will use commercially reasonable efforts to remedy any breach of security or unauthorized access. The Block reserves the right to suspend access to the Subscription Services in the event of a suspected or actual security breach. Customer will maintain and enforce commercially reasonable security methods and procedures to prevent misuse of the log-in information of its employees and other users. The Block shall not be liable for any damages incurred by Customer or any third party in connection with any unauthorized access resulting from the actions of Customer or its representatives.

7. 7.

   Data Protection

   Customer acknowledges and agrees that the Block may use, disclose and otherwise process data, including Customer Data, Personal Data (defined below), billing information, analytics and data relating to users, in accordance with The Block's Privacy Policy. Customer represents and warrants to The Block that it has provided appropriate notices and obtained (or will obtain) all consents and rights necessary, including in accordance with applicable law, for the Block to process Customer Data, Personal Data Data, billing information, analytics and any other data shared with the Block in accordance with the Agreement, Privacy Policy (as amended from time to time and available at https://www.theblock.co/privacy-policy). To the extent applicable to their processing activities related to the Subscription Services, both parties (i) shall maintain a publicly-accessible privacy policy that is available via a prominent link that satisfies transparency disclosure requirements of Data Protection Laws (defined below), (ii) will provide a level of protection for Personal Data that is at least equivalent to that required under Data Protection Laws, (iii) shall implement appropriate technical and organizational measures to protect Personal Data, and (iv) in the event that a party suffers a confirmed Personal Data breach, each party shall notify the other party without undue delay and the parties shall cooperate in good faith to agree on such measures as may be necessary to mitigate or remedy the effects of the Personal Data breach.

8. 8.

   Personal Data

   For the sole purpose of providing access to the Subscription Services, Customer will provide the Block with the names and company email addresses of users ("Personal Data"). Such Personal Data may be subject to Data Protection Laws. Customer acknowledges and agrees that the Block may use affiliates or third-party sub-processors who will be permitted to obtain Personal Data only to deliver the Subscription Services subject to a written agreement with each sub-processor that includes data protection obligations no less protective than those contained herein.

9. 9.

   Confidentiality

   "Confidential Information" means all information and materials obtained by a party (the "Recipient") from the other party (the "Disclosing Party"), whether in tangible form, written or oral, that is identified as confidential or would reasonably be understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes, without limitation Customer Data, the Subscription Services, the software, and the terms and pricing set out in this Agreement, Order Forms and SOWs, if any. Confidential Information does not include information that (a) is already known to the Recipient prior to its disclosure by the Disclosing Party; (b) is or becomes generally known through no wrongful act of the Recipient; (c) is independently developed by the Recipient without use of or reference to the Disclosing Party's Confidential Information; (d) is received from a third party without restriction and without a breach of an obligation of confidentiality, or (e) is Prohibited Information.

10. 10.

    Aggregation

    Notwithstanding anything contained herein, the Block shall have the right to aggregate Customer Data with other customer's data to compile aggregate statistical analysis data and compile reports from the aggregated data for its business purposes. The Block agrees that any reporting that contains aggregated data shall preserve Customer's anonymity and the confidentiality of Customer Data. No compensation will be paid by the Block to Customer or person or entity with respect to its use of such analytics.

11. 11.

    Fees and Payment Terms

    Upon execution of the Order Form, the Block will invoice Customer for the fees specified in the Order Form. All payments are due as provided in the Order Form and are non-cancellable and non-refundable except as provided in this Agreement. Unless otherwise specified in the Order Form, all amounts are in US Dollars (USD). Upon renewal of Subscription Service, the Block may increase applicable fees at a rate of not more than 10% per year, provided it has given Customer written notice of the fee increase at least 60 days before the expiration of the then-current Subscription Services term. If Customer does not pay any amount (not disputed in good faith) when due, (i) the Block may suspend the applicable service until such payment is received in full and if such payment is delayed for over thirty (30) days, the Block may terminate the Agreement, and (ii) Customer agrees to pay the Block's reasonable expenses, including attorney and collection fees, incurred in collecting unpaid amounts. All fees are exclusive of all taxes, including federal, state and local use, sales, property, value-added, ad valorem and similar taxes related to this transaction, however designated. Fees are quoted excluding all applicable taxes and on the basis that the Block is paid in full without any set-off, deductions or withholding for or on account of any taxes, duties or charges, which, if applicable, are the sole responsibility of the Customer. Where any such deduction or withholding is required by law, the Block shall be paid an additional amount to compensate for such deduction or withholding. Customer will pay the Block's invoices for such taxes whenever the Block is required to collect such taxes from Customer.

12. 12.

    Limited Warranty and Disclaimer

    The Block warrants and represents that the Subscription Service will materially conform to the Block's standard installation materials, training materials, specifications and online help documents normally made available by the Block in connection with the Subscription Service, as modified from time to time by the Block. At no additional cost to Customer, and as Customer's sole and exclusive remedy for nonconformity of the Subscription Service with this limited warranty, the Block will use commercially reasonable efforts to correct any such nonconformity. This limited warranty shall be void if the failure of the Subscription Service to conform is caused by (i) the use or operation of the Subscription Service with an application or in an environment other than as set forth in the Documentation, or (ii) modifications to the Subscription Service that were not made by the Block or the Block's authorized representatives. The Block will not introduce any time bomb, virus or other harmful or malicious code designed to disrupt the use of the Subscription Service. Each party warrants and represents that it has all requisite legal authority to enter into this Agreement and that it shall comply with all applicable laws.

    The Subscription Services, content, and the platform on which the Subscription Services and content are made available are provided on an "As-Is" and "As Available" basis. Except as expressly stated in this Agreement, there are no representations or warranties about the nature or quality of the Subscription Services, content, or the platform. The Block has not and cannot make any guarantee that the Content is an accurate reflection of real-world facts. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE BLOCK MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE BLOCK DOES NOT REPRESENT THAT CUSTOMER'S USE OF THE SUBSCRIPTION SERVICE WILL BE SECURE, UNINTERRUPTED OR ERROR FREE. NO STATEMENT OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THE BLOCK IN ANY MEANS OR FASHION SHALL CREATE ANY WARRANTY NOT EXPRESSLY AND EXPLICITLY SET FORTH IN THIS AGREEMENT.

13. 13.

    LIMITATION OF LIABILITIES

    EXCEPT FOR CUSTOMER'S PAYMENT OBLIGATIONS HEREUNDER, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF A PARTY, ITS SERVICE PROVIDERS, LICENSORS OR SUPPLIERS ARISING UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER TO CUSTOMER WITHIN THE PRECEDING TWELVE (12) MONTHS. IN NO EVENT SHALL EITHER PARTY OR THEIR SERVICE PROVIDERS, LICENSORS OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DAMAGES FOR COVER OR LOSS OF USE, DATA, REVENUE OR PROFITS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES SHALL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES.

14. 14.

    No Investment Advice

    Customer, on behalf of itself, its Affiliates and the users hereby acknowledges and agrees that (i) the Block is not an investment adviser, broker, or fiduciary, and is not providing any investment advice or recommendations, nor any brokerage or execution services, to customer, either through the Subscription Services, content, or otherwise, and (ii) the Block will not have any responsibility for or involvement in Customer's investment decisions or the execution thereof, nor for any outcome of such decisions or the execution thereof. Customer will be solely responsible for any judgments as to the valuation, hedging, or purchase or sale of its portfolios or any securities and other related financial instruments in which it transacts. Accordingly, the Block and its Affiliates will not be responsible nor have any liability for any investment or business conclusions, decisions, or actions of customer, whether or not based to any extent on the Subscription Services, content, including any data, analyses or recommendations contained therein. Any decisions Customer or its users makes on the basis of the Subscription Services, or any content are made solely at its own risk. The Block has no responsibility or liability arising from such decisions.

15. 15.

    Term and Renewal

    This Agreement is effective as of the Order Form Date and shall expire as stated in the Order Form. Unless otherwise expressly set forth in the Order Form, the Subscription Service shall automatically renew for subsequent twelve (12) month periods, unless either party provides the other party prior written notice of its intention not to renew at least forty-five (45) days prior to the expiration of the Order Form.

16. 16.

    Termination

    A Party may terminate the Agreement for cause upon written notice to the other party (i) if the other party materially breaches the Agreement (including but not limited to failure to pay the Fees, and such breach: (a) is incapable of cure; or (b) being capable of cure, remains uncured 30 days after the non-breaching party provides the breaching party with written notice of such breach; or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors (and not dismissed within sixty (60) days thereafter).

17. 17.

    Discontinuance of Business; Regulatory Changes

    The Block shall have the right to terminate the Agreement upon thirty (30) days' written notice to Customer if: (i) The Block determines to cease to operate the Subscription Services in the normal course of business; (ii) The Block becomes aware of the final adoption of any legislation or regulation or the issuance of any interpretation that in The Block's reasonable judgment materially impairs The Block's ability to perform the Agreement in accordance with applicable law; or (iii) any litigation or regulatory proceeding is commenced and The Block reasonably believes that such litigation or proceeding would have a material adverse effect upon the ability of The Block to perform under the Agreement.

18. 18.

    Effect of Termination

    Upon any expiration or termination of the Agreement, Customer shall immediately cease use of the Subscription Services, and all rights and licenses granted by The Block to access the Subscription Services will immediately terminate. Customer will maintain the right to continue to use any materials downloaded or generated from the Subscription Services during the term of the Agreement. No expiration or termination will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination; provided that Customer is entitled to a pro-rata refund from the effective date of termination of any prepaid fees in the event that the Agreement is terminated (i) by Customer pursuant to Section 14 (Termination); or (ii) by The Block pursuant to Section 15 (Discontinuance of Business; Regulatory Changes).

19. 19.

    Independent Contractors

    The parties are independent contractors and not agents or partners of, nor joint venturers with, the other party for any purpose. Neither party shall have any right, power, or authority to act or create any obligation, express or implied, on behalf of the other party.

20. 20.

    Notices

    All notices required under this Agreement shall be in writing addressed to the Block at 769 Broadway #1198, New York, NY 10003 or via email at [email protected] and to Customer at the billing address in the Block's records.

21. 21.

    Publicity

    Unless otherwise specified in the Order Form, the parties shall have the right to identify the other party, by name and / or logo, as a customer or service provider for marketing purposes.

22. 22.

    Amendment; Entire Agreement

    The Block reserves the right to amend, remove, or add to the Standard Terms and Conditions at any time. Such modifications shall be effective immediately. Accordingly, please continue to review the Standard Terms and Conditions whenever accessing, linking to, or using the Subscription Services. Your access, link to, or use of the Subscription Services will constitute your acceptance of the Standard Terms and Conditions, as modified. If at any time, you do not wish to accept the Standard Terms and Conditions, you may not access, link to, or use the Subscription Services. The Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns and designees; provided, however, neither party shall have the right to transfer, assign or delegate its rights or obligations under the Agreement or any portion thereof without the prior written consent of the other party not to be unreasonably withheld; provided that either party may assign or transfer the Agreement to an affiliate or to a parent or successor person or entity in the event of a merger, acquisition, or reorganization or a sale of substantially all of a party's business relating to the Agreement.

23. 23.

    Governing Law

    The Agreement (including all Order Forms and / or SOWs) is governed by and construed in accordance with the laws of the State of New York without giving effect to any choice or conflict of law provision or rule. With respect to any disputes or claims not subject to arbitration, the parties agree to submit to the personal jurisdiction of the state and federal courts located in New York County in the State of New York with respect to any legal proceedings that may arise in connection with the Services or from a dispute as to the interpretation or breach of the Agreement.

24. 24.

    Survival

    Provisions of this Agreement that are intended to survive termination or expiration of this Agreement in order to achieve the fundamental purposes of this Agreement shall so survive.