THIS TRANSPOSE PRODUCT ADDENDUM (“TRANSPOSE ADDENDUM”) GOVERNS THE USE AND ACCESS TO THE TRANSPOSE SUITE OF PRODUCTS AND SERVICES (INCLUDING ANY APIS), ANY DATA DERIVED FROM ANY OF THE FOREGOING, AND ANY SUPPORT SERVICES PROVIDED THEREWITH, MADE AVAILABLE BY THE APPLICABLE CHAINALYSIS ENTITY SET FORTH IN AN ORDER, OR IF THERE IS NO ORDER, CHAINALYSIS INC. (“CHAINALYSIS”) (EACH, A “TRANSPOSE SERVICE”; COLLECTIVELY THE “TRANSPOSE SERVICES”) AND AMENDS THE MASTER SUBSCRIPTION AGREEMENT BETWEEN THE PARTIES (“MSA”) AS IT RELATES TO CHAINALYSIS’S PROVISION OF, AND LICENSEE’S USE OF THE TRANSPOSE SERVICES. BY ACCEPTING THIS AGREEMENT, BY: CLICKING, CHECKING A BOX, USING THE TRANSPOSE SERVICES, OR BY ACCEPTING AN ORDERING DOCUMENT (EACH, AN “ORDER”) THAT REFERENCES THIS TRANSPOSE ADDENDUM, THE ACQUIRER OF THE TRANSPOSE SERVICES (“LICENSEE”) AGREES TO THE TERMS OF THIS TRANSPOSE ADDENDUM. IF THE INDIVIDUAL IS ACCEPTING THIS TRANSPOSE ADDENDUM ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, IT REPRESENTS AND WARRANTS THAT IT HAS THE FULL AUTHORITY TO BIND THE LICENSEE TO THIS TRANSPOSE ADDENDUM. IF LICENSEE DOES NOT AGREE TO OR CANNOT COMPLY WITH THIS TRANSPOSE ADDENDUM OR IF THE INDIVIDUAL DOES NOT HAVE THE AUTHORITY TO BIND LICENSEE, THEN SUCH INDIVIDUAL OR LICENSEE SHOULD NOT ACCEPT THIS TRANSPOSE ADDENDUM AND SHOULD NOT USE THE TRANSPOSE SERVICES. THIS TRANSPOSE ADDENDUM IS EFFECTIVE AS OF THE EARLIER OF: (I) THE DATE THAT LICENSEE ACCEPTS AN ORDER CONTAINING A TRANSPOSE SERVICE, OR (II) THE DATE ON WHICH LICENSEE BEGINS USING A TRANSPOSE SERVICE. IN THE EVENT OF ANY CONFLICT BETWEEN THE MSA AND THE TRANSPOSE ADDENDUM, THIS TRANSPOSE ADDENDUM WILL CONTROL. CAPITALIZED TERMS USED AND NOT DEFINED IN THIS TRANSPOSE ADDENDUM SHALL HAVE THE MEANING GIVEN TO THEM IN THE MSA OR AGREEMENT; FOR CLARITY, THE TRANSPOSE SERVICES WILL BE DEEMED TO BE INCLUDED IN THE DEFINITION OF “SERVICES”, AND THIS TRANSPOSE ADDENDUM WILL BE CONSIDERED A PART OF THE “AGREEMENT” AS THOSE TERMS ARE DEFINED IN THE MSA. FOR FURTHER CLARITY, THIS TRANSPOSE ADDENDUM APPLIES SOLELY TO THE TRANSPOSE SERVICES AND DOES NOT APPLY TO ANY OTHER CHAINALYSIS SERVICES.
1.0 Rights and Restrictions.
1.1. Transpose Services. Subject to the terms of and conditions of the Agreement, as it relates to the Transpose Services, including any Transpose API or dashboard (but, excluding the Transpose SDK, which is licensed pursuant to Section 1.2 below), Chainalysis permits Licensee to directly access and use the Transpose Services as further set forth in an Order and/or online product guide, during the Term, for the purpose of obtaining Chainalysis Data therefrom (this subset of Chainalysis Data, the “Transpose Data”) in order for Licensee to integrate and embed the Transpose Data into Licensee’s commercial platform (“Licensee Platform”), provided that Licensee shall not: (i) derive a monetary benefit in connection with its use of any raw Transpose Data or data derived, directly or indirectly, from Transpose Data (“Derived Transpose Data”), including in connection with a Licensee Platform, and (ii) permit any third party end users of a Licensee Platform (each, a “Transpose End User”) to use any Transpose Data or Derived Transpose Data other than for such Transpose End User’s internal business purpose (collectively, the “Transpose Purpose”). For clarity, the Transpose Purpose does not permit third parties, including Transpose End Users, to access and/or use the Transpose Services directly.
1.2. SDK License. Subject to the terms and conditions of the Agreement, Chainalysis grants Licensee a worldwide, non-exclusive, non-transferable, non-sublicensable license to access the applicable Transpose software development kit (“Transpose SDK”) during the Term for the Transpose Purpose.
1.3. Professional Services. To the extent Chainalysis provides Licensee with any Transpose professional services (as set forth in an Order), Chainalysis will own and retain all right, title, and interest, including all intellectual property and proprietary rights, in and to any work product or deliverables created in connection with the Transpose professional services and none of any such work product or deliverables will be considered an agreement for a work made for hire. Chainalysis grants Licensee a worldwide, non-exclusive, non-transferable, non-sublicensable license to use any such work product or deliverables for its internal purpose in connection with its use of the Transpose Services. Nothing in the Agreement shall be understood to prevent Chainalysis from developing similar work product or deliverables for other customers.
1.4. Restrictions In addition to the restrictions set forth in the MSA, as it relates to the Transpose Services, Licensee shall not directly or indirectly, and shall not authorize any third party to: (i) write or develop any program based upon the Transpose Services; or (ii) permit the Transpose Services to be accessed or used by any persons other than Authorized Users and/or authorized Transpose End Users.
2.0 Modifications and Exceptions to the MSA.
2.1. Service Levels. Section 3.1.3 (Service Levels) of the MSA is replaced such that except as it relates to a “Launchpad” Order (as denoted in the applicable Order), ISP, professional services, any test environment for services, or as otherwise excluded in this Agreement, the service level agreement attached hereto as Exhibit A shall apply solely to the Transpose Services.
2.2. Effect of Termination. Without limiting any Licensee obligations in the MSA, upon the effective date of termination or expiration of the Agreement or the Order for Transpose Services, Licensee shall immediately cease using and permanently delete, destroy, or return (at Chainalysis’s discretion) all Transpose Services, including all copies of the SDK, API, all Transpose Data, all Derived Data, as well as any tangible embodiments of any of the foregoing data, including any such data that is, or has ever been made, available on, or within, any Licensee service, product, platform, or dataset.
2.3. Exceptions from the MSA. The following sections of the MSA (or their equivalents) shall not apply to the Transpose Services: 1.2.1 (Submission in Courts), 2.0 (Additional Service Terms), 3.1.1 (Support), 3.2 (KnowledgeBase),
Service Level Agreement
This Service Level Agreement (this “SLA”) is subject to and forms a part of the Agreement. In the event of a conflict between the terms of this SLA and the terms of the Agreement, the terms of the Agreement shall govern. Any capitalized terms not defined herein shall have the meaning prescribed to them in the Agreement.
1. The following capitalized terms will have the definitions set forth below:
1.1 “Force Majeure Downtime” means the total amount of time during any calendar month, measured in minutes, during which Licensee is not able to access the Transpose Services due to any act, event, or occurrence beyond Chainalysis’s reasonable control, including, without limitation: issues arising from problems in the software, firmware or hardware of Chainalysis’s suppliers or technology providers; outages or issues with upstream providers or network carriers; DDoS attacks, acts of God; fires; floods; storms; landslides; epidemics; lightning; earthquakes; drought; blight, famine; quarantine; blockade; governmental acts or inaction; orders or injunctions; war; insurrection or civil strife; sabotage; explosions; labor strikes; work stoppages; and acts of terror.
1.2 “Normal Business Hours” means 9 a.m. to 5 p.m. Eastern Standard Time Monday through Friday excluding holidays.
1.3 “Scheduled Downtime” means the total amount of time during any calendar month, measured in minutes, during which Licensee is not able to access the Transpose Services due to planned system maintenance performed by Chainalysis upon at least 48 hours’ prior notice of such maintenance.
1.4 “Total Monthly Time” means the total minutes in the relevant calendar month less Scheduled Downtime and Force Majeure Downtime. For any partial calendar month during which Licensee subscribes to the Transpose Services, availability will be calculated based on the entire calendar month, not just the portion for which Licensee subscribed.
1.5 “Unscheduled Downtime” means the total amount of time during any calendar month, measured in minutes, during which the Licensee is not able to access the material features and functions of the Transpose Services, that is not Scheduled Downtime, Force Majeure Downtime or unavailability as a result of (i) non-compliance by Licensee with any provision of the Agreement or this SLA; (ii) incompatibility of Licensee’s equipment or software with the Transpose Services; (iii) actions or inactions of Licensee or third parties; (iv) Licensee’s use of the Transpose Services after Chainalysis has advised Licensee to modify its use of the Transpose Services, if Licensee did not modify its use as advised; (v) acts or omissions of Licensee or Licensee’s employees, agents, contractors, or vendors, or anyone gaining access to the Transpose Services by means of Licensee’s access credentials or equipment; (vi) performance of Licensee’s systems or the Internet; (vii) any systemic Internet failures; or (ix) network unavailability or Licensee’s bandwidth limitations.
1.6 “System Availability” means, with respect to any particular calendar month, the ratio obtained by subtracting Unscheduled Downtime during such month from the Total Monthly Time, and thereafter dividing the difference so obtained by the Total Monthly Time. Represented algebraically, System Availability for any particular calendar month is determined as follows:
System Availability = ( Total Monthly Time – Unscheduled Downtime ) / Total Monthly Time
2. System Performance
2.1 System Availability: Chainalysis will undertake commercially reasonable measures to ensure that System Availability equals or exceeds ninety-nine point five percent (99.5%) during each calendar month (the “Service Standard”).
2.2 Access to Support; Response Times: Licensee may report Unscheduled Downtime by sending Chainalysis an e-mail to [email protected]. During Normal Business Hours, Chainalysis will exercise commercially reasonable efforts to respond to reports of Unscheduled Downtime within 1 hour of each such report.
3. Licensee Licensee is responsible for maintenance and management of its computer network(s), servers, and software, and any equipment or services related to maintenance and management of the foregoing. Licensee is responsible for correctly configuring its systems in accordance with any instructions provided by Chainalysis, as may be necessary for provision of access to the features and functions of the Transpose Services.
4. Remedy
4.1 Credits Against Fees: In the event Unscheduled Downtime occurs, Licensee will be entitled to credits against its immediately subsequent payment obligations (as set forth in the Agreement) (“Service Credits”) according to the following table:
| Service Availability | Credit as a Percentage of Billing |
| Less than 99.5% and equal or higher than 99.0% | 5% of the amounts paid by Licensee for the Transpose Services during the applicable calendar month. |
| Less than 99.0% and equal or higher than 90.0% | 10% of the amounts paid by Licensee for the Transpose Services during the applicable calendar month. |
| Less than 90.0% | 20% of the amounts paid by Licensee for the Transpose Services during the applicable calendar month. |
Licensee’s rights under this Section 4.1 are Licensee’s sole and exclusive remedy with respect to any Unscheduled Downtime or any failure by Chainalysis to meet the Service Standard required by Section 2.1.
4.2 Maximum Service Credits: The maximum amount of Service Credits that Chainalysis will issue to Licensee for Unscheduled Downtime for a single calendar month will not exceed twenty percent (20%) of the amounts paid by Licensee for the Transpose Services during the applicable calendar month.
4.3 Requesting Service Credits: As a condition to Chainalysis’s obligation to provide Service Credits to Licensee, Licensee must (a) have submitted a support request during the applicable calendar month and (b) request such Service Credits by sending an e-mail identifying the date and time of the Unscheduled Downtime for which Licensee is requesting Service Credits, with sufficient evidence (including description of the incident and duration of the incident) to [email protected] within thirty (30) days following such Unscheduled Downtime. If Licensee fails to request any Service Credits to which Licensee is entitled in accordance with this Section 4.3, Chainalysis will have no obligation to issue such Service Credits to Licensee.