The use of the Data Portal requires the registration of the Customer. The Customer shall complete the accreditation process and provide all specified information and documents. The Customer confirms their offer to consume or publish Service Offerings via the Data Portal by actively selecting the respective Terms and Conditions checkbox and thereby accepting this Terms. Upon acceptance of this Terms by the Customer an Agreement is concluded which entitles the Customer to the Consumption and Publication of Service Offering on the Data Portal.

The Customer can access and use the Data Portal in accordance with the Agreement. The Customer undertakes to comply with this Agreement and all laws, rules and regulations as well as Policies applicable to Customer’s use of the Data Portal.

The Data Portal provides a portal enabling Customers to access and utilise Service Offerings. Publishers can publish Service Offerings on the portal by using the form provided by ClioX and then clicking the “SUBMIT” button. The Publisher is responsible for the information provided in the form which describes the Service Offering and for the content of the Service Offering. When publishing the Service offering, a Service Offering Token will be created via the respective EVM Compatible Blockchain. The Service Offering Token manages access rights to the respective Service Offering and enables Data Buyers to interact directly with Publishers.

The Data Portal displays published Service Offerings including their description and enables Customers to discover Service Offerings by means of a query mechanism.

The Data Portal further enables the Consumption of Service Offerings by acquiring the respective Service Offering Token via the respective EVM Compatible Blockchain and hence access to the Service Offering.

The Customer is responsible for its own activity on the Data Portal. The Customer must adhere to the laws in its own legal jurisdiction as well as their conscience. ClioX is not responsible for any malicious use of the Data Portal or any losses associated with the use of the Data Portal of any source. Some layers in Data ecosystems also accessible via the Data Portal may require the Customer to create and keep up to date verified credentials.

The Customer is responsible for all activities undertaken from its Customer Account, regardless of whether the activities are authorized by the Customer or undertaken by the Customer, the Customer’s employees or a third party (including the Customer’s contractors and agents). ClioX and its affiliates are not responsible for unauthorized access to the Customer Account. The Customer will be deemed to have taken any action relating to its Customer Account.

The Customer will ensure that published Service Offerings and the Customer’s use of Service Offerings or the Data Portal will not violate any of the Policies or any applicable law. The Customer is solely responsible for the development, content, operation, maintenance, availability, and use of published Service Offerings. The Publisher is also solely responsible for ensuring that the content of the metadata provided via the description form complies with applicable law. The Customer will not provide Personal Data in the metadata and Service Offering.

The Customer will ensure that all third parties comply with its obligations according to this Agreement, mirroring those of the Customer under the Agreement and that the terms of any Customer’s agreements with third parties are consistent with this Agreement. If the Customer becomes aware of any violation of Customer’s obligations under this Agreement caused by a third party, the Customer will immediately suspend access to published Service Offerings and the Data Portal by such third party. ClioX does not provide any support or services to third parties, unless ClioX has a separate agreement with the Customer or a third party obligating ClioX to provide such support or services.

ClioX does not store or have access to any sensitive account information including keys. The Customer is responsible for the availability and maintenance of any information related to the Customer Account.

If a Customer elects to publish or consume Service Offerings on the Data Portal, which includes the generation and purchase of the respective Service Offering Token, it will be conducted solely through EVM Compatible Blockchains via compatible Web3 wallets. ClioX will have no insight into or control over these activities, nor does ClioX have the ability to reverse any of these or any transaction resulting therefrom.

EVM Compatible Blockchains may require the payment of a Gas Fee for every transaction occurring. The Gas Fee typically funds the network of computers that run the EVM Compatible Blockchains. This means that the Customer will need to pay a Gas Fee for each transaction that occurs via the Data Portal and transacting via the Data Portal will require an accordingly funded wallet.

Each Party will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that Party upon or with respect to the transactions and payments under this Agreement.

Without limiting the Customer’s obligations under Section 3.2, ClioX will implement reasonable and appropriate measures regarding the Access Controller to help the Customer secure published Data against accidental or unlawful loss, access or disclosure.

Data is always stored off-chain. ClioX has no control over this Data. Ensuring the confidentiality, integrity and availability of the Data is in the sole responsibility of the Customer. Only metadata relating to Data is stored on-chain. To provide for the functionality of the Data Portal ClioX saves on-chain Data in a custom database. Metadata and Service Offerings must not contain Personal Data.

Transactions that take place via the Data Portal are managed and confirmed via the respective EVM Compatible Blockchain. The Customer’s public key on such EVM Compatible Blockchain is publicly visible whenever the Customer engages in a transaction on the Data Portal.

ClioX neither owns nor controls the EVM Compatible Blockchains, any Customer's Web3 wallets, nor other tools, or any other third parties’ site, product, or service that the Customer might access, visit, or use when interacting via the Data Portal. ClioX will not be liable for the acts or omissions of any such third parties, nor will ClioX be liable for any damage that the Customer may suffer as a result of transactions or any other interaction with any such third parties.

The security of the Customer's data is important to ClioX, but the Customer is aware that no method of transmission over the Internet, or method of electronic storage is 100% secure. While ClioX strives to use commercially acceptable means to protect the Customer's Personal Data, ClioX cannot guarantee its absolute security.

This Agreement is concluded for an unlimited term.

This Agreement can be terminated by either party upon one months' notice to the end of any month.

Each party shall have the right to terminate this Agreement for good cause without the need to adhere to a notice period. Good cause for ClioX shall, in particular, include the following: (a) breach of essential obligations of the Agreement by the Customer (b) tortious acts by a Customer or the attempt of any such act, e.g. fraud; circumstances pursuant to section 5.1 relating to the Customer.

All notices of termination must be given in writing. Termination notice by e-mail is deemed to comport with the written form requirement.

In case of termination, the access to the Data Portal, including the ability to publish, consume, or access consumed Service Offerings on the Data Portal, will be suspended. ClioX will not be liable to you or to any third party for any such suspension. The Customer will not receive any refunds.

Except as provided in this Section 9, ClioX obtains no rights whatsoever under this Agreement from the Customer (or Customer’s licensors) regarding published Data.

Data will be utilized at the sole discretion of the Customer. Therefore, the Customer represents and warrants to ClioX that

ClioX grants the Customer a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to use the Data Portal solely in accordance with this Agreement.

Except as provided in Section 9.3, the Customer obtains no rights under this Agreement from ClioX, ClioX’s affiliates or ClioX’s licensors to the Data Portal, including any related intellectual property rights.

ClioX or Third-Party Content may be provided to the Customer under a separate agreement and/or a separate license. In the event of a conflict between this Agreement and any separate agreement and/or separate license, the separate agreement and/or separate license will prevail with respect to the ClioX Content or Third-Party Content that is the subject of such separate agreement and/or separate license.

The Data Portal and all Services are provided in the manner accessible to the Customer. The Data Portal and all Services may be unavailable at any time as it is a test environment. A shortfall of the Data Portal and all Services can be long-term or permanent.

Except to the extent prohibited by law, or to the extent any statutory rights apply that cannot be excluded, limited or waived, ClioX its affiliates and licensors:

ClioX shall bear unlimited liability for intentional acts and gross negligence but shall only bear liability in cases of slight negligence where it has breached obligations which are material to the Agreement. As material obligations are considered obligations, the fulfilment of which makes the proper execution of the Agreement possible, the violation of which endangers the achievement of the purpose of the Agreement and the compliance with which the Customer may regularly rely on (so-called "cardinal obligations"). In the cases of breach of any such material obligations ClioX shall only be liable for the foreseeable damage typical for the Agreement. The above exclusions of liability shall not apply in the event of injury to life, limb, and health.

ClioX assumes no liability for any faults or disruptions within the Data Portal for which it is not responsible.

ClioX assumes no liability for losses of Data or Service Offerings where such a loss would have been unavoidable.

ClioX assumes no liability for any legal consequences arising from the Publication or Consumption of Service Offerings on the Data Portal. This applies in particular to any claims made by third parties due to legal or factual errors regarding the Data underlying such Service Offerings. This also applies to claims by third parties regarding Service Offerings in the Lifecycle States of "end-of-live", "deprecated", “revoked”, “disabled”, and “unlisted”.

ClioX’s liability does not extend to any impairments or damages resulting from the Customer’s improper or incorrect use of the Data Portal.

The above limitations on liability shall apply mutatis mutandis in favor of ClioX’s vicarious agents, as well.

To the extent that Customers may be redirected to databases, websites, services etc. of third parties via the Data Portal ClioX shall not be liable either for the accessibility, existence or security of such databases or services or for the contents thereof.

ClioX has no liability to the Customer or to any third party for any claims or damages that may arise as a result of any transactions that the Customer engages in via a Web3 wallet, or using Smart Contracts, or any other transactions that the Customer conducts via EVM Compatible Blockchains.

Insofar as the functionality of the Data Portal is preserved, ClioX may modify, change or discontinue any Service including any policies at any time with no prior notification. Modifications, changes or discontinuation of Services concerning the essential functionality of the Data Portal will be notified to the Customer one month prior to becoming effective.

ClioX shall be entitled to amend or modify this Agreement with a reasonable period of notice. ClioX shall notify the Customer in writing (e-mail sufficient) of the changes at the latest one month before they take effect. The Customer shall be deemed to have agreed to the notified amendments or modifications if the Customer has not notified ClioX in writing (e-mail sufficient) of its rejection by the time the amendments take effect. ClioX shall specifically draw the attention of the Customer to this effect of approval in its notification of the amendment or modification of this Agreement.

All notices and announcements by ClioX concerning the Services will be published via the Data Portal.

The Customer is not entitled to offset, unless counterclaims are legally established or undisputed.

The Customer may transfer the rights and obligations arising from the Agreement to a third party only with the prior written consent of ClioX. ClioX shall refuse such consent only for good cause. The Customer shall inform ClioX immediately if it intends to transfer rights and obligations under the Agreement with ClioX.

This Agreement (including references) contains the entirety of the terms and conditions applicable between the Customer and ClioX with respect to the Service. There are no verbal side agreements.

Terms and conditions or other deviating conditions of the Customer shall only apply if ClioX has expressly accepted them in writing. The validity of individual conditions or clauses of the Customer that deviate from or supplement this Agreement shall be excluded even if ClioX has not objected to them.

Should any of the provisions of this Agreement be or become invalid or unenforceable in whole or in part, the validity or the enforceability of the remaining provisions shall not in any way be affected or impaired thereby. In this case, the invalid or unenforceable provision shall be replaced by a provision, which, to the extent legally possible, provides for an interpretation in keeping with the meaning and the economic purposes of this Agreement at the time of the conclusion of the Agreement between the Customer and the ClioX. Under circumstances in which this Agreement proves to be incomplete, a supplementary interpretation in accordance with the meaning and the purposes of this Agreement under due considerations of the legitimate interest of the Parties involved shall be applied.

Unless otherwise stated in this Agreement, it is sufficient to comply with the written form also by using text form e.g., e-mail.

The authentic language of this Agreement is English. The English language shall prevail unless a language term is added to an English language term then such term shall be decisive throughout. In case of ambiguity or vagueness of a legal or non-legal term, the term shall be construed in light of Canadian statutory law and in such a way that it corresponds to the English equivalent.

This Agreement shall be governed by the laws of Canada.