Chainalysis End User License Agreement

This Cloud End User License Agreement (this “EULA” or “Terms”) between Cellebrite (as defined in the Cellebrite EULA) (“Licensor”) and Buyer (as defined in the Cellebrite EULA) (“Licensee”), is effective as of the last date signed below (the “Effective Date”), and governs the use and access to the products, services (and any data derived from any of the foregoing), and data ordered by Licensee and made available by Licensor under order(s) or ordering documents entered into by the parties (each, a “Order”) (collectively, the “Services”).  All Services in effect as of, and placed after, the Effective Date shall be governed by the terms of the Agreement (as defined below).  Each Order shall be governed by the terms of this Agreement and this EULA incorporates by reference any exhibits attached hereto.  This EULA, any Order(s), and any other agreements, including any agreements that this EULA is incorporated into shall be collectively referred to as this “Agreement”.

Background

The parties agree and acknowledge that Licensor is reselling the Services directly to Licensee subject to the terms of this EULA.  Any Licensor rights set forth in this EULA are in its capacity as a reseller of the Services.   The Services may be accessed through Authorized User (as defined below) credentials, and in the case of the KYT service, also through an Application Programming Interface (the “KYT API”; collectively, the “KYT Service”).  Other Services may be accessed through an API as explicitly set forth in an Order. Any reference to “Services” in the Agreement shall include the KYT API, provided that such inclusion, as well as any reference to KYT API, shall apply only to the extent the KYT Service is provided by Licensor to Licensee as part of the Services.  In the event of any conflict between an Order and this EULA, unless stated otherwise, the terms of this EULA shall control.  The terms of this Background section are incorporated into the body of the Agreement as if fully set forth therein.

Terms and Conditions

1. Rights and Restrictions.

(a) Services Use and Access. Subject to the terms and conditions of this Agreement and except as it relates to any Chainalysis Data which is licensed pursuant to Section 1(b), Licensor permits Licensee to access and use the Services in the quantities identified on the applicable Order during the Term (as defined in Section 5(b)) solely for the purpose of analyzing digital asset transactions for Licensee’s internal business or operations, or as otherwise explicitly set forth in an Order (the “Purpose”).

(b) Chainalysis Data. Subject to the terms and conditions of this Agreement, Licensor hereby grants Licensee a non-exclusive, non-transferable (except as set forth in Section 11(g)), non-sublicensable license to access and use the Chainalysis Data during the Term (as defined in Section 5(b)) solely for the Purpose.  “Chainalysis Data” means: (i) data provided through any online Services which is extracted or downloaded therefrom such that it is accessible outside of or without the online Services or (ii) data that is otherwise provided by Licensor to Licensee.  For the avoidance of doubt, any reference to “Services” shall include Chainalysis Data (except as used in Section 1(a)).

(c) Restrictions. Licensee agrees that it shall not directly or indirectly: (i) use the Services for any illegal or unauthorized purpose or in any manner that damages or interferes with the Services’ operation; (ii) remove any copyright, trademark or other proprietary rights notices contained in or on the Services or any reports or outputs thereof; (iii) sublicense, sell, lease (including on a service bureau basis), share, or transfer the Services or make it available to anyone except for Authorized Users; (iv) separately extract and provide or otherwise use data from the Services except as made available as part of the Services’ normal functions; (v) modify, create derivative works of, reverse engineer, reverse compile, decompile or disassemble the Services, or any elements thereof (except as this restriction (v) is prohibited by applicable law); (vi) use or access the Services for competitive or benchmarking purposes; (vii) circumvent any security measures or use restrictions in the Services; (viii) employ or authorize a Chainalysis Competitor to use or view the Services; (ix) without limiting its obligations under the Section 7, post, make public in any manner, or disclose to any third party, any aspect of the Services, including but not limited to photographs or screenshots thereof (“Screenshots”) or API keys; or (x) attempt to do any of the foregoing. In addition, at all times, Licensee will ensure that its Authorized Users comply with the Acceptable Use Policy, the current version of which is incorporated into this Agreement which may be amended from time to time (available at https://go.chainalysis.com/acceptable-use-policy).  If Licensee or any Authorized User violates these restrictions or any other provision of this Agreement, or any Authorized User violates Licensor’ Acceptable Use Policy, Licensor may suspend or block Licensee’s or such Authorized User’s access to the Services.  “Chainalysis Competitor” means a person or entity in the business of developing, distributing, or commercializing software or Internet products or services substantially similar to or competitive with Chainalysis’ products or services.

2. Use of the Services.

(a) Licensor Responsibilities.

(i) Third-Party Products or Services. The Services may provide Licensee with access to products, services, information, content, messages, or websites through the Services that are from third parties (including other users) (collectively, “Third Party Products”).  Except as expressly provided herein, any use by Licensee of Third Party Products, and any exchange of data between Licensee and any provider of Third Party Products, is solely between Licensee and the applicable third party and may be subject to additional terms. Notwithstanding anything to the contrary in this Agreement, Licensor shall have no liability in connection with Licensee’s use of any Third Party Products.  Licensor does not warrant (except as required by law) in any manner, including for accuracy or completeness, or support Third Party Products, except as explicitly specified in an Order and Licensee agrees that Third Party Products are provided AS-IS. 

(ii) Beta Services.  From time to time, Licensor may invite Licensee to trial services and/or features that are not generally available to customers (“Beta Services”) at no charge. Licensee may accept or decline any such trial in Licensee’s sole discretion. Beta Services will be clearly designated as beta, non-production, evaluation, or by a similar description. Notwithstanding anything to the contrary in this Agreement, the Beta Services are for evaluation purposes and not for production use, are not supported, are not covered by any service level commitment and are provided “AS IS”, exclusive of any warranty whatsoever, including for accuracy or completeness. Licensee acknowledges that Beta Services may be discontinued at any time without notice, may be subject to additional terms, and they may never be made generally available. Notwithstanding anything to the contrary in this Agreement, Licensee will have no liability for any harm or damage arising out of or in connection with a Beta Service.

(b) Licensee Responsibilities; Authorized User Credentials. 

(i) Subject to the terms and conditions of this Agreement, Licensee may provide (or Licensor will provide at Licensee’s direction if the Services do not allow Licensee to do so itself) its employees, affiliates, or contractors, acting on its behalf, with credentials to access and use the Services (each, an “Authorized User”).  At all times, Licensee shall be responsible and liable for all acts or omissions of its Authorized Users, its affiliates, and its and its affiliates’ employees, contractors, and agents, in connection with this Agreement, as if Licensee had been the performing party. 

(ii) Each Authorized User credential is limited to use by the single, originally named individual and cannot be shared with other individuals.  In the event Licensee desires to transfer a certain Authorized User credential to a different individual, it shall provide written request to Licensor. Without limiting any other rights it may have under this Agreement, Licensor may immediately suspend or revoke any Authorized User credentials if, in its sole reasonable discretion, it is being shared or being used by anyone other than an Authorized User.

(iii) No more than once per year, Licensor may reasonably request Licensee to certify that it is in conformance with the terms and conditions of this Agreement, including but not limited to, the number of users that are using the Services. Licensee will use commercially reasonable efforts to provide such certification to Licensor within thirty (30) days of its receipt of any such request.

(iv) Licensee shall use and maintain appropriate legal, organizational, physical, administrative, and technical measures, and security procedures to safeguard and ensure the security of the Services and to protect the Services from unauthorized access, disclosure, duplication, use, modification, or loss.

(v) Licensee is responsible for any network or Internet connectivity required to access the Services over the Internet. Licensee consents to the processing and storage of Licensee Data (as defined below) and provision of the Services through the use of third parties (e.g., AWS, Hetzner), provided that, subject to the terms of this Agreement, Licensor shall be responsible for the acts or omissions of such third parties as if it had been the performing party.

(vi) Licensee agrees to comply with all laws and regulations applicable to it in connection with this Agreement including, without limitation, the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and any applicable anti-bribery laws and laws governing transactions with government and public entities.  

3. KYT Service and Chainalysis Business Data Subscription.  The additional terms in this Section 3 shall apply to the KYT Service and/or Chainalysis Business Data Subscription to the extent they are provided to Licensee.

(a) Implementation. Licensee shall complete configuration and implementation of the KYT Service, which includes account setup and provisioning and KYT API integration within 45 days of the Order Start Date for the KYT Service and Licensee’s primary contact on the applicable Order shall be Licensee’s project lead for such implementation.  Licensee shall be deemed to be implemented when the following two application programming interface calls have been integrated:

(i) “POST /users/{userId}/transfers/received”; and

(ii) “POST /users/{userId}/transfers/sent”. 

Without limiting any of Licensor’ rights hereunder, at Licensor’ sole option, if such implementation is not completed within 45 days of the Order Start Date for the KYT Service, Licensor may decline to provide Licensee with documents evidencing its use of the KYT Service.

(b) Licensee is required to enter into the KYT API all information required for verification and other services to be performed by the KYT Service.  Licensee will provide current and accurate information as requested by Licensor via the Services and will promptly update any such information determined to be incorrect. Licensee expressly acknowledges that the information required for the Services to function does not, by itself, allow for the identification of any individual, and Licensee represents and warrants that it will not, unless explicitly agreed to in writing by Licensor, provide Licensor with any information that, alone or in combination with other information provided to Licensor, can be used to identify an individual person. 

4. Intentionally Omitted.

5. Term and Termination.

(a) Termination. Either party may terminate this Agreement for a material breach of this Agreement by the other party that is not cured within 30 days following written notice thereof. In addition, Licensor may pre-emptively terminate this Agreement or any Order if its legal counsel has reasonably determined that Licensor’ continued performance hereunder will or is likely to violate applicable laws or regulations, including but not limited to economic and trade sanctions. In the event Licensor terminates this Agreement or any Order pursuant to the prior sentence, it will give Licensee as much notice as practicable and will, to the extent permitted by law, refund Licensee the portion of any prepaid Fees attributable to the terminated portion of this Agreement.

(b) Effect of Termination. If this Agreement or any Order is terminated, this Agreement or the applicable Order(s) will terminate as of the effective date of termination and Licensee shall immediately cease using and delete, destroy or return all copies of the relevant Chainalysis Data and certify such deletion or destruction in writing to Licensor. If Licensee terminates without cause, or Licensor terminates with cause, Licensee shall not be entitled to a refund and Licensor may declare to be due and payable immediately, any Fees that would otherwise become due and payable during the remainder of the term for the applicable Order(s) (in the absence of the termination). If Licensee terminates with cause, Licensor will refund the portion of any prepaid fees covering the remainder of the term of all terminated Orders after the effective date of termination.  In no event will any termination relieve Licensee of its obligation to pay any Fees that have accrued, or for Services that have been provided, prior to the effective date of termination.  Any rights, obligation, or required performance of the parties in this Agreement which, by their express terms or nature and context are intended to survive termination or expiration of this Agreement, will survive any such termination or expiration, including but not limited to, Sections 4 (to the extent Fees remain unpaid), 5(c), 6, 7, 9, 10, and 11.

6. Intellectual Property and Personal Data.

(a) Services. Except for the license granted pursuant to Section 1(b), the original provider of the Services, retains all right, title and interest in and to the Services, including all related intellectual property rights.

(b) Licensee Data. Notwithstanding anything to the contrary in this Agreement, Licensee grants Chainalysis a non-exclusive, worldwide, royalty-free license to use any information made available through the Services or otherwise provided to Licensor or Chainalysis in connection with this Agreement by Licensee or Authorized Users or any third parties acting on Licensee’s behalf (collectively, “Licensee Data”) to provide, improve, enhance, develop and offer services or products. Licensee represents and warrants that: (i) it owns or has the right to make Licensee Data available to Chainalysis; (ii) the posting and use of Licensee Data on or through the Services will not (A) violate the intellectual property, privacy, publicity, or other rights of any person or entity, or (B) breach any contract between Licensee and a third party; (iii) the Licensee Data is accurate; and (iv) except to the extent inextricable from the Licensee Data based on the nature of the blockchain technology, Licensee Data will not include information that, alone or in combination with other information provided to Licensor or Chainalysis, can be used to identify (whether directly or indirectly) an individual person (“Personal Data”).

(c) Performance Data. Chainalysis owns all metadata in connection with installation, registration, use, and performance of the Services, including response times, load averages, usage statistics, and activity logs (collectively, “Performance Data”).

(d) Feedback. Notwithstanding anything to the contrary in this Agreement, Licensee hereby grants Chainalysis a non-exclusive, worldwide, royalty-free license to use any ideas, suggestions, messages, comments, input, recommendations, or enhancement requests provided by Licensee, its Authorized Users, its employees or agents (“Feedback”) in connection with the Services to Licensor or Chainalysis for any lawful purpose. Licensee acknowledges that it provides Feedback voluntarily, and Chainalysis has no obligation to use any Feedback.

(e) Personal Data. As it relates to the Reactor service (including any variation or enhanced version thereof), any data API (excluding the KYT API), Chainalysis Data Subscription, or as set forth in an Order, the parties agree that for the purposes of applicable European data protection laws (including the General Data Protection Regulation (EU) 2016/679 of April, 27 2016 (“GDPR”) and any national implementing legislation to the extent applicable) Licensee and Chainalysis are acting as separate (and not joint) data controllers in respect of any Personal Data either party may process in connection with the Services. Licensee shall comply with all relevant privacy laws applicable to its Personal Data processing activities. In the event Licensee (i) receives a data subject request exercised under the GDPR; and/or (ii) suffers a data breach (as defined in the GDPR) relating to Personal Data it has received from Licensor pursuant to the Services, Licensee shall notify Licensor promptly upon receipt of such data subject request or upon becoming aware of such data breach

(f) Marks. “Chainalysis”, “Chainalysis Reactor”, “Chainalysis KYT”, “Kryptos”, and Chainalysis other product and Services names, marks, and logos used or displayed on the Services are registered or unregistered trademarks of Chainalysis (collectively, “Marks”), and Licensee may only use such Marks to identify itself as a Licensor customer, provided Licensee may not attempt to claim any rights in the Marks, degrade the distinctiveness of the Marks, or use the Marks to disparage or misrepresent Chainalysis, its Services or products. All use of the Marks will inure to Licensor’ benefit.

7. Confidentiality.

(a) Definition. “Confidential Information” means any non-public material or information, received prior to, or following, the Effective Date, in any form or medium (whether oral, written, electronic or other), including pricing information, technology, business methods, finances, trade secrets, or other proprietary information that is marked as confidential or that a reasonable person would recognize as confidential from its nature or the circumstances of its disclosure, including the existence of the Services (except to the extent the existence of the Services falls within one of the exceptions set forth in subsection (e)). In addition, Chainalysis’ Confidential Information includes, but is not limited to, any aspect of the Services and any data derived therefrom (including but not limited to, Chainalysis Data, Screenshots, exposure, counterparty and other attribution or clustering information, transaction details (such list, collectively, the “Proprietary Data”), training materials, the access codes, API keys, technical specifications, connectivity standards or protocols, or other relevant procedures used by Licensee to connect to the Services).

(b) Ownership. In connection with the performance of this Agreement, each party (the “Receiving Party”) may have access to certain of the other party’s (the “Disclosing Party”) Confidential Information or that of third parties that the Disclosing Party is required to maintain as confidential. No ownership in or rights to Confidential Information is transferred as a result of such access.

(c) Obligations.  The Receiving Party will: (i) only use Confidential Information as necessary or permitted under this Agreement; (ii) only provide access to Confidential Information on an “as-needed” basis to its personnel, agents, attorneys, investors, bankers, accountants, contractors, professional advisors and/or consultants (“Representatives”) who are bound by obligations materially similar to this Section 7; and (iii) maintain Confidential Information using methods at least as protective as it uses to protect its own information of a similar nature, but in no event using less than a reasonable degree of care. At the option of the Disclosing Party, the Receiving Party will promptly return or destroy the Disclosing Party’s Confidential Information upon termination or expiration of this Agreement.  If the Disclosing Party requires the destruction of its Confidential Information pursuant to this Section 7(c), upon request the Receiving Party will certify in writing that it has done so. Nothing herein will require the destruction or purging of Confidential Information maintained on routine computer backup systems solely for archival purposes, provided such Confidential Information is not readily accessible and further provided that, notwithstanding any expiration or termination of this Agreement (or any provision hereunder), for so long as any Confidential Information is retained, it shall remain subject to this Section 7. 

(d) The obligations in Section 7(c) will apply during and for two (2) years after the Term, except in the case of Confidential Information that is a trade secret, in which case the obligations will remain in effect for so long as the information is a trade secret.

(e) Exceptions. Confidential Information does not include, and Section 7(c) does not apply to information that is: (i) publicly available when disclosed or becomes publicly available without fault of the Receiving Party; (ii) rightfully communicated to the Receiving Party by a third party not bound to keep such information confidential, whether prior to or following disclosure, (iii) independently developed by Receiving Party without reference to or reliance on Confidential Information; or (iv) approved for disclosure by the Disclosing Party; provided, however, the foregoing exceptions shall not apply to Proprietary Data, which Licensee shall keep confidential at all times. In addition, the Receiving Party may disclose Confidential Information to the limited extent required to comply with a subpoena, civil investigative order, the order of a court or other governmental body, or with applicable law, provided that, to the extent permitted by law, the Receiving Party first gives written notice to the Disclosing Party and reasonably cooperates with any Disclosing Party’s efforts to obtain a protective order (at the Disclosing Party’s request and expense). Subject to the terms of this Agreement, in the event Licensee reasonably determines that the disclosure of Confidential Information is material and necessary to the disposition of a legal, regulatory, arbitration or administrative proceeding, to which it is a party (each, a “Court Disclosure”), Licensee may disclose the relevant portions of such Confidential Information in a Court Disclosure, provided that prior to disclosure Licensee shall: (i) provide written notice to Licensor with sufficient time for Licensor to review the intended Court Disclosure and if deemed necessary in Licensor’ sole discretion, assist Licensee with respect to same; and (ii) obtain prior written consent from Licensor. For the avoidance of doubt, Licensor is under no obligation to review or assist in connection with any Court Disclosure.

8. Warranties and Disclaimer.

(a) Mutual Representations and Warranties. Each party represents and warrants that it has the right to enter into and perform its obligations under this Agreement, and that such performance does not and will not conflict with any other agreement of such party or any judgment, order, or decree by which it is bound. Each party will comply with all laws applicable to its performance under this Agreement.

(b) Disclaimer. EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 6(b) and SECTION 8(a), NEITHER PARTY MAKES, AND EACH PARTY EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES IN CONNECTION WITH THIS AGREEMENT, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, ACCURACY, COMPLETENESS, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THERE IS NO WARRANTY THAT SERVICES (AND INFORMATION PROVIDED THEREFROM) WILL BE ERROR-FREE, OR MEET LICENSEE’S REQUIREMENTS.  WITHOUT LIMITING THIS SECTION, LICENSOR MAKES THE SERVICES AVAILABLE ON AN “AS IS” BASIS.  LICENSEE AGREES THAT THERE IS NO OBLIGATION ON THE PART OF LICENSOR TO PROVIDE ANY INFORMATION TO LICENSEE OR TO ANY THIRD PARTY IN EXCESS OF WHAT IS AVAILABLE TO LICENSEE THROUGH THE SERVICES.  INFORMATION PROVIDED BY THE SERVICES ARE FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INVESTMENT ADVICE.

9. Indemnification; Release

(a) Licensee Indemnification. Licensee shall indemnify and hold harmless Licensor, Licensor’s licensors or providers and each of its officers, directors and employees against any unaffiliated third-party claims for loss, cost, damage, expense or liability (including payment of reasonable attorneys’ fees and court costs) to the extent arising from, or in connection with, Licensee’s (i) use of the Services in violation of law or this Agreement; or (ii) breach of Section 6(b).

(b) Procedures. The obligations in this Section 9 are contingent on the indemnified party: (i) promptly notifying the indemnifying part of any indemnifiable claim; (ii) granting the indemnifying party sole control over the defense and/or settlement of the claim (provided that a settlement may not impose costs or liability on the indemnified party without its consent); and (iii) providing reasonable assistance to the indemnifying party at the indemnifying party’s expense.

10. Limitation of Liability.

(a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT TO THE EXTENT ARISING OUT OF LIABILITY FROM EITHER PARTY’S INDEMNIFICATION OBLIGATIONS, LICENSEE’S PAYMENT OBLIGATIONS, OR IN CONNECTION WITH LICENSEE’S UNAUTHORIZED USE OR DISCLOSURE OF THE SERVICES OR LICENSOR’ INTELLECTUAL PROPERTY, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR (1) CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR INDIRECT DAMAGES, OR LOST PROFITS, OR LOSS OF DATA, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ASSERTED, ARISING OUT OF THIS AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (2) DAMAGES EXCEEDING, IN THE AGGREGATE, THE TOTAL AMOUNT TO BE RECEIVED BY LICENSOR IN CONNECTION WITH THE APPLICABLE SERVICES IN THE TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH THE CLAIM AROSE. THIS LIMITATION IS CUMULATIVE AND THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIABILITY LIMITATION.

(b) NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, LICENSEE ACKNOWLEDGES AND AGREES THAT LICENSOR PROVIDES A REPORTING AND INFORMATION SERVICES ONLY, AND HAS NO RESPONSIBILITY OR LIABILITY FOR THE TRANSACTIONS ANALYZED BY THE SERVICES OR FOR ANY DECISION MADE OR ACTS OR OMISSIONS IN RELIANCE ON THE SERVICES, AND THAT IN NO EVENT WILL LICENSOR BE RESPONSIBLE IN CONNECTION WITH ANY ACTUAL OR POTENTIAL LEGAL OR REGULATORY VIOLATIONS UNCOVERED IN CONNECTION WITH LICENSEE’S USE OF THE SERVICES.

11. General Terms.

(a) Relationship Between the Parties. The parties are independent contractors.  Nothing in this Agreement will be construed as creating a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Neither party will have the authority or power to bind the other party or represent that it has such right.

(b) Assignment. Neither party may assign this Agreement, in whole or in part, whether by operation of law or otherwise, without the other party’s written consent not to be unreasonably withheld; provided, however, either party may assign this Agreement in its entirety (including all Orders), without the other party’s consent in connection with a merger, acquisition, or sale of all or substantially all of its assets and the assigning party shall provide notice to the other party of such assignment as soon as is practicable under the circumstances.  Notwithstanding the foregoing, if Licensee is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a Chainalysis Competitor or an affiliate thereof, then Licensor may terminate this Agreement upon written notice and Licensor will refund Licensee any prepaid fees covering the remainder of the term of all Orders for the period after the effective date of such termination. Subject to this section, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

(c) Federal Government End Use Terms. If Licensee is a U.S. federal government department or agency or otherwise becomes subject to the Federal Acquisition Regulations (FAR), Licensee acknowledges that its technical data and software rights related to the Services include only those rights customarily provided to the public as defined in this Agreement and that the Services are provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If Licensee needs rights not granted under these terms, it must negotiate with Licensor to determine if there are acceptable terms for granting those rights, and a mutually acceptable written addendum specifically granting those rights must be included in any applicable agreement. 

(d) Compliance with Law.  Licensee acknowledges that the Services and all related technical information, documents and materials, including the Documentation, may, either now or through subsequent developments, be subject to export controls under the U.S. Export Administration Regulations and/or economic sanctions restrictions under the U.S. Treasury’s Office of Foreign Assets Control regulations that could require a license for delivery to certain entities.  Licensee will (a) comply strictly with all legal requirements established under these controls, (b) cooperate fully with Licensor in any official or unofficial audit or inspection that relates to these controls and (c) not export, re-export, divert or transfer, directly or indirectly, any such item or direct products thereof to any country or national thereof that is embargoed by Executive Order or other applicable law, rule or regulation, unless Licensee has obtained the prior written authorization of Licensor and the applicable governmental  agency.

(e) Miscellaneous. Titles and headings used in this Agreement are intended solely for convenience of reference and do not affect its meaning. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement will be unaffected. Except as expressly set forth herein, nothing in this Agreement grants any rights to any entity other than the parties to this Agreement.  There are no third-party beneficiaries under this Agreement.

(f) Non-Party to the Agreement; Third-Party Beneficiary.  Licensee agrees that it shall not bring any claim, dispute, or action arising out of, or in connection with, the Agreement and/or the Services against any third-party that is not a party to the Agreement, including, Chainalysis Inc. (“Chainalysis”), its subsidiaries, and/or affiliates (collectively, the “Chainalysis Group”).  Without limiting the foregoing, Licensee agrees that the Chainalysis Group is a third-party beneficiary hereunder and shall have the benefit of Licensor’s rights and protections under the Agreement and may enforce any terms of the Agreement directly against Licensee.  There are no other third-party beneficiaries under this Agreement. Nothing herein is intended to confer any right or benefit to any third party under the U.K. Contracts (Rights of Third Parties) Act 1999.