23blocks Terms of Service

Effective Date: May 11, 2026

Last Updated: May 11, 2026

Welcome to 23blocks Inc. ("23blocks," "we," "us," or "our"). This Services Agreement (the "Agreement") is a binding legal contract between you, or the entity you represent ("Customer," "Client," or "You"), and 23blocks Inc., a Delaware corporation, governing your use of our Services as defined below.

By accessing or using our Services, you confirm that you have read, understood, and agree to be bound by this Agreement. This Agreement becomes effective upon Customer's acceptance by clicking "AGREE," signing an Order Form, signing a Quote, signing a Statement of Work, or beginning to use the Services, whichever is earliest (the "Effective Date" with respect to that engagement).

Access to the Services is prohibited for direct competitors of 23blocks except with our explicit prior written consent. For general website usage terms, user conduct, and intellectual property policies governing your use of www.23blocks.com itself, please also review our Terms and Conditions.

PLEASE READ ALL OF THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE CLICKING "AGREE," SIGNING AN ORDER FORM OR STATEMENT OF WORK, OR USING THE SERVICES. THIS AGREEMENT IS A LEGALLY BINDING CONTRACT. BY CLICKING "AGREE," SIGNING, OR USING THE SERVICES, YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS. 23BLOCKS MAY UPDATE THESE TERMS FROM TIME TO TIME PER §28; YOUR CONTINUED USE OF THE SERVICES AFTER THE EFFECTIVE DATE OF ANY UPDATE CONSTITUTES ACCEPTANCE OF THE UPDATED TERMS.

1. Definitions

The following terms have the meanings set forth below when used in this Agreement.

1.1 Block

A "Block" is a self-contained, production-ready backend API module that provides a specific set of functionality. Each Block operates independently and can be combined with other Blocks to build a complete backend infrastructure. Blocks are licensed individually on a per-month basis. The current catalog of available Blocks includes, but is not limited to: Auth, Onboarding, CRM, Files, Forms, Content, Products, Sales, Rewards, Geolocation, Real Time, Search, AI/Jarvis, University, Companies, Assets, and Wallet. 23blocks may add, modify, or discontinue Blocks at its discretion, with reasonable notice to affected Customers.

1.2 Service Lines

23blocks delivers customer-facing work in five distinct Service Lines, defined in detail in §2 (Service Lines). Each Service Line is independently scoped, contracted, billed, and terminated. The Service Lines are: (A) Platform Services; (B) Implementation Services; (C) Professional Services; (D) Infrastructure Services; and (E) Support Services.

1.3 Services

"Services" means the work provided by 23blocks to Customer under this Agreement and any active Order Form, Quote, or Statement of Work, in any one or more of the Service Lines. Where context requires distinction between the Service Lines, the relevant Service Line is named expressly.

1.4 Order Form, Quote, and Statement of Work

"Order Form" means a Customer-signed document committing to the purchase of one or more Service Lines, identifying the specific Service Line, scope, term, and fees. Order Form may be the click-through purchase flow at 23blocks.com/start, a signed document, or an emailed acceptance.

"Quote" means a Customer-signed document committing to a fixed-scope, fixed-price project, primarily used for Implementation Services. The Quote V2 templates that 23blocks has historically used are Quotes within the meaning of this Agreement.

"Statement of Work" or "SOW" means a Customer-signed document scoping a specific Implementation, Professional Services, Infrastructure, or Support engagement under this Agreement.

For purposes of this Agreement, "Order Form," "Quote," and "Statement of Work" are collectively referred to as the "Order Documents." Each Order Document refers to a specific Service Line.

1.5 Custom Applications

"Custom Applications" means any custom application, website, mobile app, integration, configuration, or other software product implemented or operated on top of the 23blocks Platform (a) by Customer, (b) by Customer's contractors, or (c) by 23blocks under an Implementation Statement of Work or Quote. Custom Applications include without limitation telehealth applications, EHR systems, customer-facing portals, marketing landing pages, and integrations with third-party services. Custom Applications are owned by Customer and operated by Customer; they are not part of the 23blocks Platform.

1.6 Other Defined Terms

• "Authorized User" means any individual or entity authorized by Customer to access and use the Services under Customer's account.
• "Client Data" or "Customer Data" means all data and information uploaded by Customer (or Authorized Users or End Users) that is stored or processed via the Services.
• "Confidential Information" means any non-public information disclosed by either party to the other, whether in writing, orally, or by inspection, that is identified as confidential or that reasonably should be understood to be confidential.
• "Documentation" means the official user documentation, API references, and guides provided by 23blocks for the Services, available at 23blocks.com/developers.
• "End Users" means Customer's own customers, end users, employees, contractors, or other third parties who interact with Customer's Custom Applications or services.
• "Effective Date" with respect to this Agreement means the date the customer first accepts these Terms; with respect to any Order Document, the date stated on it or the date Customer signs.

2. Service Lines

23blocks delivers customer-facing work in five Service Lines. Each Service Line is independently scoped, contracted, billed, and terminated. Customer's purchase of any one Service Line does not entitle Customer to any other Service Line, to any service or deliverable not expressly within the scope of the applicable Order Document, or to support, maintenance, or operational responsibility for any Custom Application or other product built or operated outside the express scope of an active Order Document for the corresponding Service Line.

2.1 Platform Services (Service Line A)

23blocks's core Backend-as-a-Service offering. Platform Services include the Blocks, the supporting infrastructure 23blocks operates, the four deployment options (Shared Cloud, Dedicated Cloud, Self-Hosted Partner Managed, Self-Hosted Self-Managed) defined in §4, and the platform endpoints (gateway.23blocks.com, crm.23blocks.com, and successors).

Platform Services are subscription-based, contracted via a Platform Subscription Order Form, billed monthly (or annually at 11x monthly), and renew automatically per §13 unless either party gives 30 days' written notice.

23blocks's responsibility under Platform Services is to provide the Blocks and the Platform infrastructure in substantial conformity with the Documentation. 23blocks's responsibility under Platform Services does not include any Custom Application built or operated on top of the Platform. A Customer's Platform subscription pays for the platform components (Blocks, Gateway, infrastructure); it does not pay for application implementation, application support, or end-user-facing operations.

The detailed terms governing Platform Services are in §4.

2.2 Implementation Services (Service Line B)

Custom application development performed by 23blocks for Customer. Includes web applications, mobile applications, websites, landing pages, integrations, custom Block development, and similar build work -- whether on top of the Platform or independent of it.

Implementation Services are project-based, contracted via an Implementation Statement of Work or Quote, priced as fixed-price with milestone payments, and conclude at final acceptance and full payment.

23blocks's responsibility under Implementation Services is to deliver the Custom Application defined in the Implementation SOW or Quote, subject to the acceptance, warranty, and source-code-release provisions of §5 and §22. 23blocks's responsibility under Implementation Services ends at the close of the warranty period stated in the SOW or Quote, irrespective of any continuing Platform subscription. Ongoing application support after the warranty period is purchased separately under Service Line E.

The detailed terms governing Implementation Services are in §5.

2.3 Professional Services (Service Line C)

Time-based or expertise-based engagements where 23blocks personnel operate as fractional executives, advisors, or consultants to Customer. Includes Fractional CTO, technical advisory, code review, audit, training, vendor selection support, and M&A technical diligence support.

Professional Services are contracted via a Professional Services SOW, priced hourly or by retainer, with an initial term that auto-renews unless either party gives 30 days' written notice.

23blocks's responsibility under Professional Services is to provide the contracted personnel for the contracted hours and within the scope of the SOW. Professional Services do not include any deliverable warranty, any Implementation work, any Platform Services, or any business-outcome guarantee. Advice given is advice; Customer remains responsible for Customer's business decisions.

The detailed terms governing Professional Services are in §6.

2.4 Infrastructure Services (Service Line D)

Cloud architecture, Infrastructure-as-Code (Terraform, CloudFormation, etc.), DevOps consulting, and cloud migration work performed by 23blocks for Customer on Customer-owned cloud accounts. Distinct from the Dedicated Cloud deployment option of Platform Services (which operates within a 23blocks-created AWS account).

Infrastructure Services are contracted via an Infrastructure SOW, priced as project-based or T&M, and conclude at delivery.

The detailed terms governing Infrastructure Services are in §7.

2.5 Support Services (Service Line E)

Ongoing support, incident response, and maintenance under defined Service Level Agreements. Support Plans are tiered (5x8 business hours, 6x12, 7x24, by-incident) per the Support Policy.

Support Services are contracted via a Support Plan Order Form, layered on top of any of Service Lines A-D, and renew automatically.

Support Services are a distinct Service Line, separately purchased. Specifically:

• A Platform subscription (Service Line A) does NOT by itself include Application-level Support.
• An Implementation SOW (Service Line B) typically includes a fixed included-support window (commonly 3 months at 10 hrs/month). After that window expires, further support requires a Support Plan.
• Professional Services (Service Line C) and Infrastructure Services (Service Line D) do NOT include Support.

The detailed terms governing Support Services are in §8 and the Support Policy.

2.6 Service Lines Are Independent -- Master Principle

Each Service Line is independently scoped, contracted, billed, and terminated. Customer's purchase of any one Service Line does not entitle Customer to any other Service Line, to any service or deliverable not expressly within the scope of the applicable Order Document, or to support, maintenance, or operational responsibility for any Custom Application or other product built or operated outside the express scope of an active Order Document for the corresponding Service Line.

Recurring 23blocks Platform subscription fees are licensing fees for the Blocks and infrastructure components. They are not fees for ongoing application support, application maintenance, application updates, or end-user-facing operations of any Custom Application.

Customer is solely responsible for understanding which Service Lines Customer has purchased and for ensuring that Customer's expectations align with the active Order Documents. Where Customer's actual usage patterns suggest Customer expects services beyond the scope of active Order Documents, 23blocks may, in its discretion, (i) require Customer to enter into the appropriate additional Order Document, or (ii) refuse the out-of-scope service request, or (iii) treat the request as a billable event under a separately-purchased Support Plan or Professional Services SOW.

3. Order Documents and Hierarchy

3.1 Forms of Order Documents

Customer purchases Service Lines under Order Documents that vary by Service Line:

• Platform Subscription Order Form -- for Platform Services (Service Line A).
• Implementation Quote or SOW -- for Implementation Services (Service Line B).
• Professional Services SOW -- for Service Line C.
• Infrastructure SOW -- for Service Line D.
• Support Plan Order Form -- for Service Line E.

Customer may sign multiple Order Documents simultaneously (e.g., a Platform Subscription Order Form alongside an Implementation Quote and a Professional Services SOW). Each is independent.

3.2 Templates Available

Standard 23blocks templates for each Order Document are available on request. Customer may negotiate specific terms within a template; the order-of-precedence rules in §3.3 govern conflicts.

3.3 Order of Precedence

In the event of conflict between or among the documents constituting the parties' agreement, the order of precedence is:

1. The applicable Order Document, but only as to project-specific scope, deliverables, payment schedule, milestones, acceptance criteria, and warranty period for that Order Document's deliverables;
2. This Terms of Service Agreement;
3. The Support Policy;
4. The Terms and Conditions;
5. The Privacy Policy;
6. The Cookie Policy.

No Order Document may modify, override, or waive any provision of this Agreement other than the project-specific items expressly enumerated in (i) above unless the Order Document expressly references the specific section of this Agreement being modified and is countersigned by an authorized officer of 23blocks for that specific modification.

3.4 Multiple Service Lines, One Customer

Customer may purchase multiple Service Lines via separate Order Documents. Each Order Document is governed by this Agreement and the Order Document's own scope and terms. Customer's billing, account standing, and payment status are tracked at the Customer-account level: a past-due balance under any one Order Document subjects all of Customer's Service Lines to the late-payment cadence in §11.

3.5 Master Services Agreement (Optional)

Enterprise customers may sign a Master Services Agreement ("MSA") with 23blocks that consolidates this Agreement's provisions and governs all current and future Order Documents. Where an MSA is signed, the order of precedence is: (i) the applicable Order Document; (ii) the MSA; (iii) this Agreement; (iv) the other policies as in §3.3.

4. Platform Services

4.1 Description

23blocks operates a Backend-as-a-Service platform composed of the Blocks and supporting infrastructure. Platform Services are licensed on a per-Block, per-month basis. Customer's monthly fee equals the sum of the prices of selected Blocks, multiplied by the deployment-option multiplier under §4.2, plus deployment-specific charges if any.

4.2 Deployment Options

23blocks offers four deployment options for Platform Services:

• (a) Shared Cloud. A multi-tenant environment hosted on 23blocks-managed infrastructure. Fastest setup, lowest cost. Customer's data resides on shared infrastructure with logical isolation between tenants. Usage limits apply as defined in the applicable Order Form. Shared Cloud carries a 99.5% uptime target. Block pricing 1x.
• (b) Dedicated Cloud. A single-tenant environment hosted on a Customer-dedicated AWS account, created and managed by 23blocks within the 23blocks AWS Organization. Full data isolation and dedicated resources. Block pricing 1.5x. Customer is responsible for AWS consumption costs and a 10% management fee on those AWS costs. 99.9% uptime guarantee with SLA credits per the Support Policy. Account-transfer terms in §15.
• (c) Self-Hosted Partner Managed. Deployment on Customer's own infrastructure, managed by a certified 23blocks partner. Block pricing 1.5x, plus partner service fees in the separate agreement between Customer and partner. See §16.
• (d) Self-Hosted Self-Managed. License-only arrangement; Customer operates the 23blocks software on their own infrastructure. 23blocks provides Docker images and deployment documentation. Block pricing 1.5x. Customer is solely responsible for infrastructure, operations, and uptime. Support is limited to software issues and does not cover infrastructure or deployment.

4.3 Pricing

Platform Services are priced as set forth on the applicable Platform Subscription Order Form or, for self-serve customers, at 23blocks.com/start. Shared Cloud includes 1,000 End Users at no additional charge; additional End Users are billed at the per-user rate listed at 23blocks.com/start. Customers may choose monthly or annual billing; annual billing is calculated as 11 months of the monthly total (one month free).

4.4 What's Included

Platform Services include: 23blocks's operation of the Blocks and Platform infrastructure; routine upgrades, security patches, and feature updates; the Documentation; access to community-channel support; and SLA-bound incident response per the Support Policy at the Service Level included in the Order Form.

4.5 What's Not Included

Platform Services do NOT include:

1. Custom Applications (Service Line B).
2. Implementation work for new Custom Applications.
3. Professional Services such as Fractional CTO or advisory work (Service Line C).
4. Infrastructure consulting on Customer-owned cloud accounts (Service Line D).
5. Application-level Support beyond the SLA tier in the Order Form (additional Support is Service Line E).
6. End-user-facing operations (login UX, billing, customer service, content moderation, etc.).
7. Data migration to or from non-23blocks systems beyond the data export defined in §14.

4.6 Usage Constraints

Customer agrees not to: (i) reverse-engineer, decompile, or disassemble the Platform; (ii) license or re-license the Platform to third parties as Customer's own offering; (iii) use the Platform to compete with 23blocks; (iv) exceed the User or transaction limits in the Order Form without paying applicable overage fees; or (v) use the Platform in violation of applicable law or the Acceptable Use principles in §10.

5. Implementation Services

5.1 Description

Implementation Services are custom development work performed by 23blocks for Customer to produce a defined deliverable. Each Implementation engagement is governed by an Implementation SOW or Quote that specifies scope, deliverables, milestones, payment schedule, acceptance criteria, warranty period, and included-support window.

5.2 Deliverable Ownership

Subject to full payment per the SOW or Quote, Customer owns the Custom Application deliverables -- including source code 23blocks delivers under §5.4, designs, configurations, and documentation. 23blocks retains ownership of the underlying Platform components, the Blocks, and any pre-existing 23blocks intellectual property used in or with the deliverables. Customer receives a perpetual, worldwide, non-exclusive license to use the pre-existing 23blocks IP solely as embedded in the delivered Custom Application.

5.3 Acceptance of Deliverables

The following acceptance framework applies to every deliverable under an Implementation SOW or Quote, irrespective of whether the SOW or Quote specifies acceptance criteria.

• (a) Notice of Delivery. 23blocks notifies Customer in writing when a deliverable is ready for acceptance.
• (b) Customer Review Window. Customer has fifteen (15) calendar days after Notice of Delivery to either (i) accept the deliverable in writing, or (ii) reject the deliverable in writing, identifying with specificity each defect, missing functionality, or non-conformance against the express acceptance criteria stated in the SOW or Quote.
• (c) Deemed Acceptance. If Customer does not deliver a written rejection meeting the requirements of subsection (b) within the Review Window, the deliverable is deemed accepted.
• (d) Production Use as Acceptance. Customer's use of any deliverable in a production environment, in whole or in part, with End Users -- including without limitation real or test users acting on real data, or any release of the deliverable to live customers, employees, or third parties -- constitutes acceptance regardless of whether the Review Window has expired.
• (e) Cure of Properly-Identified Defects. Where Customer rejects in compliance with subsection (b), 23blocks will use commercially reasonable efforts to cure the identified defects, after which the Notice of Delivery and Review Window cycle repeats. Acceptance occurs when Customer accepts in writing, when production use occurs, or when the Review Window expires without a properly-formatted rejection -- whichever is first.
• (f) Warranty Trigger. The warranty period stated in the applicable SOW or Quote begins on the earliest of (i) the date of written acceptance, (ii) the date of deemed acceptance under subsection (c), or (iii) the date production use begins under subsection (d).

5.4 Source Code and Deliverable Release

Source code, Terraform or other infrastructure-as-code files, infrastructure configurations, runbooks, deployment documentation, and other technical deliverables under an Implementation SOW or Quote are released to Customer only upon full payment of all amounts due under that SOW or Quote and (where Customer holds a 23blocks Platform subscription) the absence of any past-due balance on that subscription. Until full payment is received, 23blocks may withhold or revoke the deliverables, irrespective of any prior partial release. The fact that 23blocks may have released a deliverable in any past instance for any reason is not a waiver of this provision and not an undertaking to release future deliverables on the same terms.

5.5 Implementation Warranty

23blocks warrants that, during the warranty period stated in the applicable SOW or Quote (default: three (3) months from the warranty trigger date in §5.3(f), unless otherwise specified), the delivered Custom Application will operate substantially in accordance with the express acceptance criteria stated in the SOW or Quote and the Documentation. Customer's sole and exclusive remedy for breach of this warranty is for 23blocks, at its sole option and expense, to promptly correct the non-conformance.

The Implementation Warranty does NOT cover:

1. Changes to the Custom Application or its operating environment made by Customer or any third party without 23blocks's involvement.
2. Defects arising from misuse, negligence, or failure to follow the Documentation.
3. Defects arising from third-party services, integrations, or infrastructure not specified in the SOW.
4. New requirements, features, or business flows not part of the original SOW scope.
5. Issues reproducible only after the warranty period has expired.

5.6 Included Support Window

Each Implementation SOW or Quote specifies an included-support window (default: three (3) months at ten (10) hours per month, beginning on the warranty trigger date in §5.3(f)). The included-support window is for incident response, query handling, and minor adjustments related to the delivered Custom Application. Hours are not accumulated; a ticketing and prioritization system applies.

At the close of the included-support window, no further support obligation exists under the Implementation SOW or Quote. Continued support requires a Support Plan under Service Line E.

5.7 Out-of-Warranty / Out-of-Window Requests

Customer requests for modifications, additional features, defect corrections after warranty expiration, or support after the included window are billable events. 23blocks will, at its discretion, scope each such request as either an addendum to the existing SOW, a new Implementation SOW, a Professional Services SOW, or work under an active Support Plan. Customer's purchase of a Platform subscription does not entitle Customer to any of these without a separate Order Document.

6. Professional Services

6.1 Description

Professional Services are time-based or expertise-based engagements where 23blocks personnel (typically Juan Pelaez or a senior engineer) provide advisory, fractional executive, or consulting services to Customer. Professional Services include without limitation Fractional CTO, technical advisory, code review, audit, training, vendor selection support, and M&A technical diligence support.

6.2 Independent Contractor Relationship

The 23blocks individuals providing Professional Services are independent contractors. They are not, and will not be deemed, employees, agents, or fiduciaries of Customer. Customer shall not (i) provide Customer-issued benefits, (ii) withhold employment taxes on, or (iii) represent to third parties that any 23blocks individual is an employee or officer of Customer. Where Customer wishes a 23blocks individual to be designated by a Customer title (e.g., "CTO," "Advisor"), the SOW must specify that the title is honorary for advisory purposes only and does not create employment, agency, or fiduciary relationships.

6.3 Scope and Hours

Each Professional Services SOW specifies the assigned 23blocks personnel, the allocated hours per month or per period, the rate, and the deliverables (if any). Hours not used in a billing period are not carried forward unless the SOW expressly so provides.

6.4 No Warranty on Advice

Advice given under Professional Services is given as advice. 23blocks does not warrant that any advice will produce any particular business outcome, will avoid any particular risk, or will be free from error. Customer remains solely responsible for Customer's business decisions, irrespective of the involvement of any 23blocks Professional Services personnel.

6.5 Termination

Either party may terminate a Professional Services SOW on thirty (30) days' written notice. Upon termination, 23blocks personnel cease to be in the engaged role. Any subsequent involvement, support, or technical work by the formerly-engaged 23blocks individual is subject to a separate written agreement and is at 23blocks's discretion to undertake.

6.6 Conflicts of Interest

Where a 23blocks individual operates as a Customer fractional executive (e.g., Fractional CTO) and 23blocks separately provides Customer with Platform Services, Implementation Services, or other Service Lines, 23blocks operates the Service Lines under arms-length terms from this Agreement. The Customer fractional executive is operating in a Customer-aligned advisory role for the Customer's benefit; nothing in that role permits the executive to bind 23blocks's other Service Lines without separate authorization from 23blocks.

7. Infrastructure Services

7.1 Description

Infrastructure Services include cloud architecture, Infrastructure-as-Code (Terraform, CloudFormation, etc.), DevOps consulting, and cloud migration work performed by 23blocks for Customer on Customer-owned cloud accounts. Infrastructure Services are project-based, contracted via an Infrastructure SOW.

7.2 Customer-Owned Infrastructure

Under Infrastructure Services, Customer brings the cloud account and pays cloud infrastructure costs directly to AWS, Azure, GCP, or other applicable provider. 23blocks does not pay for, and is not responsible for, cloud bills under Infrastructure Services. (This is distinct from the Dedicated Cloud option of Platform Services, where 23blocks creates and operates the AWS account within the 23blocks AWS Organization.)

7.3 Deliverables and Ownership

Subject to full payment, Customer owns the deliverables produced under an Infrastructure SOW -- Terraform code, runbooks, architecture documents, and similar artifacts. 23blocks retains ownership of any pre-existing 23blocks tools, modules, or methodologies used; Customer receives a perpetual, worldwide, non-exclusive license to use them as embedded in the deliverables.

7.4 Acceptance and Warranty

The acceptance framework in §5.3 and the warranty in §5.5 apply to Infrastructure Services deliverables, with the warranty period being the period stated in the SOW (default: three (3) months from acceptance).

7.5 No Ongoing Operations

Infrastructure Services do not include ongoing operational management of Customer's cloud infrastructure. Where Customer requires ongoing operations, that engagement is a separate Managed Services SOW or Support Plan.

8. Support Services

8.1 Description

Support Services provide SLA-bound incident response and ongoing maintenance under a defined Support Plan. Support Plans are tiered (5x8 business hours, 6x12 including Saturdays, 7x24 high availability, by-incident) per the Support Policy.

8.2 Scope of Coverage

Support Plan coverage is specified in the Order Form and is one of:

• (a) Platform Support Plan. Covers Platform Services (Service Line A) only.
• (b) Application Support Plan. Covers a specifically-named Custom Application that 23blocks built. Coverage is per-Application; not implied from a Platform subscription. A separate Application Support Plan is required for each Custom Application Customer wants supported.
• (c) Comprehensive Support Plan. Platform Services and one or more named Custom Applications, in a single bundled engagement.

8.3 Support Is Distinct from Other Service Lines

Support is a separately-purchased Service Line. A Platform subscription does not include Application Support; an Implementation SOW includes only the included-support window stated in the SOW; Professional Services and Infrastructure Services do not include Support.

8.4 Service Level Agreements

SLAs by tier and incident priority are in the Support Policy. Standard tiers:

8.5 Suspension for Non-Payment

Support Services are subject to the Late Payment Cadence in §11 and the Support Suspension provisions in the Support Policy.

9. Evaluation Agreements

When the Services are made available to Customer for evaluation purposes, 23blocks confers a non-exclusive, royalty-free, non-transferable evaluation license to use the Services strictly for evaluation before any potential purchase ("Evaluation License"). The Evaluation License expires after the agreed evaluation period or may be terminated immediately by 23blocks at its discretion. Services under an Evaluation License are offered "AS IS," without indemnification, support, or warranty. All general terms of this Agreement apply except where specific evaluation terms conflict.

10. Customer Obligations and Acceptable Use

10.1 General Obligations

Customer agrees to:

1. Be responsible for Customer's and Authorized Users' compliance with this Agreement.
2. Be solely responsible for the accuracy, quality, integrity, and legality of Customer Data and the means by which it is acquired.
3. Not provide, make available to, or permit other individuals to use or access the Services except under the terms listed herein.
4. Not sell, resell, rent, or lease the Services without prior authorization from 23blocks.
5. Not modify, translate, reverse-engineer, decompile, disassemble, create derivative works, or otherwise attempt to derive the source code of the Platform components.
6. Not remove any proprietary notices or labels on the Services.
7. Not use the Services for benchmarking or competitive purposes if Customer is a direct competitor of 23blocks.
8. Not use the Services to store or transmit infringing, defamatory, unlawful, or tortious material.
9. Not use the Services to store or share malicious code.
10. Not interfere with or disrupt the integrity or performance of the Services.

10.2 Customer's End Users

To the extent Customer's use of the Services involves End Users, Customer is solely responsible for:

1. End User account creation, password management, and authentication user-experience.
2. End User billing, invoicing, payment processing, refunds, chargebacks, and customer-billing disputes.
3. End User terms of service, privacy policies, and any other End User contracts.
4. End User onboarding, training, and customer service.
5. End User data accuracy, content moderation, and dispute resolution.
6. Compliance with all consumer-protection, marketing, and similar laws applicable to Customer's relationship with its End Users.

23blocks does not provide direct support to End Users and is not responsible for any failure of End-User-facing operations of any Custom Application, irrespective of whether such Custom Application was implemented by 23blocks under a Quote or SOW.

10.3 Regulated Data; HIPAA

Customer represents and warrants that Customer will not store, transmit, or process through the Services any data that is subject to specific regulatory regimes -- including without limitation Protected Health Information ("PHI") under the Health Insurance Portability and Accountability Act ("HIPAA"), payment card information subject to PCI-DSS, or personal data of EU/UK residents subject to GDPR or UK GDPR -- unless Customer and 23blocks have executed a separate written agreement specific to that regulatory regime (a Business Associate Agreement for HIPAA; a Data Processing Agreement for GDPR; etc.).

23blocks is not a "Business Associate" within the meaning of 45 C.F.R. § 160.103 absent a signed Business Associate Agreement. If Customer places PHI in the Services without a signed BAA, Customer is solely responsible for any resulting HIPAA non-compliance and indemnifies 23blocks per §22.

23blocks reserves the right to suspend or terminate the Services upon discovery of regulated data being processed without the appropriate written agreement in place.

10.4 Customer-Maintained Information

Customer agrees to (a) provide 23blocks with true, accurate, current, and complete information as prompted by registration forms or Order Documents, and (b) update and maintain the truthfulness, accuracy, and completeness of such information. Customer is responsible for maintaining the confidentiality of Customer's password and account credentials and for all activities under Customer's account.

11. Expenses and Payment

11.1 Fees

All orders are final. Fees are due and payable as set forth on the applicable Order Document. Fees for any Renewal Term are at 23blocks's then-current rates. Unless otherwise stated, all payments are in U.S. dollars. Except as expressly provided in this Agreement, fees are non-refundable.

11.2 Late Payment Cadence

The following cadence applies automatically when an invoice becomes past due, without requiring further notice from 23blocks beyond the initial invoice and account-status communications:

• (a) Day 1 past due. A late fee of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower, accrues on the unpaid balance.
• (b) Day 15 past due. Customer's account is flagged as Delinquent. 23blocks may, in its discretion, refuse to provide new Services, refuse migration requests, refuse data exports, refuse account changes, refuse contract amendments, and refuse to honor outstanding deliverables under any related Order Document.
• (c) Day 30 past due. 23blocks may suspend Customer's access to the Services upon five (5) days' written notice. During suspension, Customer's deployed Services may continue to operate to the extent technically feasible, but Customer's administrative access, support, and account changes are halted. Suspension does not relieve Customer of payment obligations and does not accrue any offset against outstanding fees.
• (d) Day 60 past due. 23blocks may terminate this Agreement and any related Order Documents for material breach, effective immediately upon written notice. All accrued and unpaid amounts, including amounts that would have come due through the end of the then-current Term, become immediately due and payable. Customer Data is retained per §13.3.
• (e) Day 90 past due. 23blocks may, without further notice, refer the unpaid balance to collection and pursue all remedies available at law or equity, including reasonable attorneys' fees and costs of collection.

11.3 No Waiver

23blocks's election not to invoke any remedy under §11.2 in any past instance is not a waiver of the right to invoke such remedy at any future time, whether for the same or any other unpaid balance. The remedies in §11.2 are cumulative and in addition to any other rights or remedies available to 23blocks under this Agreement, the Order Documents, or applicable law.

11.4 Disputed Charges

If Customer disputes any portion of an invoice in good faith, Customer must, within fifteen (15) days of the invoice date, (i) pay the undisputed portion in full, (ii) provide written notice to billing@23blocks.com identifying the disputed amount and the specific factual basis, and (iii) cooperate in good faith to resolve the dispute. The disputed portion is held in abeyance during good-faith resolution efforts; the cadence in §11.2 does not run on the disputed portion during that period. Failure to follow this process within the fifteen-day window means the full invoice is treated as undisputed and §11.2 applies in full.

11.5 Account-Level Past-Due

A past-due balance under any one Order Document is treated as a past-due balance for purposes of §11.2 with respect to all of Customer's Service Lines. 23blocks may apply the cadence in §11.2 to any or all of Customer's Order Documents in its discretion.

12. Upgrading and Modifying Services

Customer may, at any time during the Term, upgrade to a different account type, add additional Blocks, or add additional Service Lines. Changes take effect immediately. For annual licenses, additional fees are prorated for the remaining Term. For monthly licenses, the upgraded pricing applies at the next billing cycle.

Downgrades and removal of Blocks or Service Lines take effect at the end of the then-current billing period.

13. Term, Termination, and Data Retention

13.1 Term

This Agreement commences on the Effective Date and continues until terminated per this §13. Each Order Document has its own Term as stated in the Order Document. Order Documents auto-renew per their stated renewal terms; 30 days' written notice of non-renewal is required.

13.2 Termination

Either party may terminate this Agreement and any active Order Documents with thirty (30) days' written notice if the other party materially breaches the Agreement and such breach remains uncured at the expiration of the notice period.

23blocks may terminate immediately if Customer (i) infringes or misappropriates 23blocks's intellectual property; (ii) violates the license restrictions in §10.1; (iii) breaches the confidentiality provisions in §17; (iv) places regulated data in the Services without the appropriate written agreement per §10.3; or (v) is more than 60 days past due on any invoice.

23blocks may also terminate per §11.2 (Late Payment Cadence) and §22 (Assignment and Change of Control).

Termination does not relieve Customer of the obligation to pay any fees accrued or payable prior to the effective date of termination, including any acceleration of unpaid amounts under §11.2(d) or §22.

13.3 Data Retention

Following termination or expiration of an Order Document, 23blocks retains Customer Data associated with that Order Document for thirty (30) days to allow data export or account reactivation. After this retention period, Customer Data is permanently deleted unless otherwise required by law or agreed in writing. Customer may request immediate deletion at any time by contacting privacy@23blocks.com. 23blocks confirms deletion within 14 business days.

13.4 Survival

The following provisions survive termination of this Agreement or any Order Document: §1 (Definitions), §10.3 (Regulated Data), §11 (Expenses and Payment, with respect to amounts owed), §13.3 (Data Retention), §15.4 (AWS Account Transfer Post-Transfer Responsibilities), §17 (Confidential Information), §18 (Intellectual Property), §19 (Disclaimer), §20 (Limitation of Liability), §22 (Assignment and Change of Control, with respect to obligations triggered prior to termination), and any other provision that by its nature survives termination.

14. Customer Data and Data Portability

14.1 Customer Data

Customer Data is treated as confidential by 23blocks and remains Customer's sole property. Customer is responsible for maintaining and protecting all Customer Data directly or indirectly processed using the Services. 23blocks is not responsible for the failure to store, loss of, or corruption of Customer Data; Customer is responsible for maintaining its own backups consistent with Customer's regulatory and operational requirements.

23blocks may collect and track technical and usage information about Customer's use of the Services -- including IP address, hardware, software, and usage statistics -- to facilitate updates, support, invoicing, and internal research and development.

14.2 Right to Data

Customer retains all rights to Customer Data stored within the Services. Upon request and subject to §11.5 (no past-due balance), 23blocks provides a complete export of Customer Data in standard formats: PostgreSQL database dumps, S3-compatible file exports, and configuration documentation.

14.3 Migration Between Deployment Options

Customer may migrate between Platform Services deployment options subject to:

• (a) Notice. Thirty (30) days' written notice.
• (b) Account Standing. No past-due balance; account not suspended; no unresolved disputes.
• (c) Payment Status. All outstanding invoices paid in full.
• (d) Migration Fees. No additional 23blocks fees for migration between deployment options. Cloud-provider charges (AWS, etc.) are at Customer's expense.

Migration requests should be submitted to migrations@23blocks.com. 23blocks confirms eligibility and coordinates the migration timeline. New deployment-option pricing takes effect on migration completion.

15. AWS Account Transfer (Dedicated Cloud)

15.1 Account Ownership

Under the Dedicated Cloud deployment option (Service Line A, §4.2(b)), 23blocks creates an AWS account on behalf of Customer within the 23blocks AWS Organization. While in the 23blocks Organization, 23blocks manages the account, provisions infrastructure, and handles operational responsibilities. Customer's application data, configurations, and resources within the account belong to Customer.

15.2 Transfer Eligibility

Customer may request to transfer the AWS account out of the 23blocks AWS Organization and assume full control. Transfer eligibility requires:

• (a) All contracts current. No past-due balances; all invoices, including Block licensing fees, management fees, and outstanding AWS consumption charges, paid in full.
• (b) No unresolved disputes. No pending claims or disputes between Customer and 23blocks.
• (c) Written request. Customer submits a formal transfer request to migrations@23blocks.com.

15.3 Transfer Process

Upon eligibility confirmation:

1. Customer provides a valid credit card or payment method to update the AWS account's billing information directly with AWS.
2. Once the payment method is updated and verified by AWS, the account is removed from the 23blocks AWS Organization.
3. Customer assumes full ownership and billing responsibility for the AWS account from the transfer date.

15.4 Post-Transfer Responsibilities

From the transfer date, Customer is solely responsible for all AWS charges. The 23blocks 10% management fee ceases on transfer completion. 23blocks is not responsible for any AWS charges, service disruptions, or configuration issues occurring after transfer.

If Customer wishes to continue using 23blocks software after transfer, Customer must maintain a valid 23blocks license under the Self-Hosted Self-Managed deployment option.

15.5 Forced Transfer / Wind-Down

If Customer becomes ineligible for transfer (e.g., persistent past-due balance) and fails to cure within the cadence in §11.2, 23blocks may, at its discretion, (i) freeze the account at its then-current state, (ii) wind down the account and delete its contents per §13.3 after notice, or (iii) maintain the account at Customer's expense until the dispute is resolved.

16. Third-Party Management (Partners)

If Customer engages a certified 23blocks partner to manage Customer's deployment (Self-Hosted Partner Managed option):

• (a) Separate Agreement. Customer's relationship with the partner is governed by a separate agreement between Customer and the partner. 23blocks is not a party to that agreement.
• (b) Partner Responsibilities. The partner is responsible for operational management, support, and service levels per Customer's agreement with them.
• (c) 23blocks Responsibilities. 23blocks remains responsible for software updates, security patches, and escalation support to the partner. 23blocks does not provide direct support to Customer in Partner Managed deployments.
• (d) Liability. 23blocks is not liable for partner acts, omissions, or service levels. Partners are independent entities, not agents or employees of 23blocks.
• (e) Partner Changes. Customer may change partners at any time, subject to the terms of Customer's agreement with the current partner. 23blocks facilitates transition to a new certified partner upon request. Certified partners list at 23blocks.com/partners/directory.

17. Confidential Information

The receiving party will:

1. Hold the disclosing party's Confidential Information in confidence.
2. Restrict disclosure to employees or agents who need to know and who are subject to comparable confidentiality obligations.
3. Use Confidential Information only for purposes for which it was disclosed.
4. Not modify, reverse-engineer, decompile, or disassemble Confidential Information unless expressly permitted by applicable law.

Restrictions do not apply to information that is or becomes publicly available without breach, was known to the receiving party before disclosure, is independently developed, or is required to be disclosed by law (with prompt notice to the disclosing party where legally permitted).

Confidentiality obligations survive termination for five (5) years; obligations relating to trade secrets survive indefinitely as long as the trade-secret status is maintained.

18. Intellectual Property

The Services are licensed, not sold. All titles, copyrights, trademarks, patents, intellectual property, and other proprietary rights in and to the Platform, the Blocks, Documentation, methodologies, tools, and any pre-existing IP used in the Services are owned by and remain vested in 23blocks. All rights not expressly granted in this Agreement or an Order Document are reserved.

Customer-owned IP -- Customer Data, Custom Applications subject to §5.2, Infrastructure Services deliverables subject to §7.3 -- is owned by Customer subject to full payment.

23blocks is free to use the data, information, techniques, methodologies, forms, designs, or results of products or services provided by 23blocks for 23blocks's own purposes, except as expressly limited in writing.

19. Warranties

19.1 Platform Warranty

23blocks warrants that during any active Platform Services subscription, the Platform will operate substantially in accordance with the Documentation. 23blocks does not warrant that the Services meet all of Customer's requirements or that use will be uninterrupted, secure, or error-free. As Customer's sole and exclusive remedy for Platform Warranty breach, 23blocks will, at its option and expense, promptly repair the Services or, if repair is impracticable, terminate the affected portion and refund pro-rated fees for the affected period.

19.2 Implementation Warranty

Per §5.5.

19.3 Mutual Authority

Each party warrants that: (a) it has the necessary corporate power and authority to enter into and perform this Agreement; (b) this Agreement does not conflict with any other agreement to which the party is bound; and (c) the person signing this Agreement has been duly authorized.

20. Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN §19, THE SERVICES AND ALL OTHER PRODUCTS AND SERVICES PROVIDED HEREUNDER ARE PROVIDED "AS IS" WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. 23BLOCKS DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

23BLOCKS SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTEE, OR REPRESENTATION REGARDING (A) ANY CUSTOM APPLICATION OUTSIDE THE WARRANTY PERIOD STATED IN THE APPLICABLE SOW OR QUOTE; (B) ANY ADVICE GIVEN UNDER PROFESSIONAL SERVICES; (C) ANY THIRD-PARTY SERVICE OR INTEGRATION; AND (D) ANY BUSINESS OUTCOME.

21. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

(A) IN NO EVENT WILL 23BLOCKS OR ITS AFFILIATED ENTITIES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS HAVE LIABILITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, STATUTORY, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES.

(B) THE ENTIRE AGGREGATE LIABILITY OF 23BLOCKS UNDER THIS AGREEMENT AND ANY ORDER DOCUMENT IS LIMITED TO THE TOTAL AMOUNT PAID BY CUSTOMER TO 23BLOCKS DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

(C) THE LIMITATIONS IN THIS §21 APPLY REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STATUTORY, OR OTHERWISE) AND EVEN IF 23BLOCKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(D) NOTHING IN THIS §21 LIMITS LIABILITY FOR (I) FRAUD, (II) WILLFUL MISCONDUCT, (III) AMOUNTS OWED FOR SERVICES RENDERED, OR (IV) INDEMNIFICATION OBLIGATIONS UNDER §22.

22. Indemnification

22.1 Indemnification by 23blocks

23blocks will defend Customer from any third-party claim alleging that the 23blocks Platform, as provided by 23blocks and used in accordance with this Agreement, infringes a U.S. patent, copyright, or registered trademark of the third party (an "IP Claim"), and will pay any final award of damages or settlement attributable to the IP Claim. 23blocks's obligations under this §22.1 are conditioned on Customer (i) giving 23blocks prompt written notice; (ii) giving 23blocks sole control of the defense and settlement; and (iii) providing reasonable cooperation. 23blocks has no obligation under this §22.1 for IP Claims arising out of (a) modifications of the Platform not made by 23blocks; (b) use of the Platform in combination with software, hardware, or services not provided by 23blocks where the IP Claim would not have arisen but for such combination; (c) use of the Platform after 23blocks has notified Customer of the need to discontinue or modify use; or (d) Custom Applications.

22.2 Indemnification by Customer

Customer will defend, indemnify, and hold harmless 23blocks and its affiliates, officers, directors, employees, and agents from and against any third-party claim arising out of or relating to:

1. Customer Data.
2. Any Custom Application.
3. Customer's use of the Services in violation of this Agreement, applicable law, or any third party's rights.
4. Customer's End Users, including any End User claim against 23blocks or its affiliates.
5. Customer's placement of PHI, payment card data, or other regulated data in the Services without an appropriate written agreement.
6. Customer's representations and disclosures (or failures of disclosure) to any acquirer, transferee, investor, or counterparty regarding the existence of this Agreement or any Order Document.
7. Customer's breach of this Agreement.

22.3 Procedure

The party seeking indemnification will give the indemnifying party (i) prompt written notice; (ii) sole control of defense and settlement (provided that the indemnifying party may not settle a claim that imposes any non-monetary obligation on the indemnified party without that party's consent); and (iii) reasonable cooperation. The indemnified party may participate in the defense at its own expense.

22.4 Sole Remedy

This §22 states each party's sole obligations and exclusive remedies for any third-party claim of the type described in this §22.

23. Assignment and Change of Control

23.1 Customer Assignment

Customer may not assign, delegate, or otherwise transfer this Agreement, or any of its rights or obligations under this Agreement, by operation of law or otherwise, without 23blocks's prior written consent. Any attempt to do so without consent is void.

23.2 Change of Control

A "Change of Control" of Customer means: (a) any merger, consolidation, reorganization, or similar transaction in which Customer is a party and after which the equity holders of Customer immediately prior to the transaction do not own a majority of the equity of the surviving entity; (b) any sale, transfer, or other disposition of all or substantially all of Customer's assets; or (c) any transaction in which a person or group acquires beneficial ownership of more than fifty percent (50%) of Customer's voting securities or equity interests. A Change of Control is deemed an assignment for purposes of §23.1.

23.3 Customer Obligations Upon Pending Change of Control

Customer shall give 23blocks written notice of any pending Change of Control no later than fifteen (15) calendar days prior to closing, and shall ensure that the prospective acquirer receives -- and acknowledges in writing -- a current and complete description of all Customer agreements with 23blocks, including all Order Documents, billing status, and outstanding balances.

23.4 Effect of Change of Control

Upon a Change of Control:

1. All unpaid fees, including all installments and recurring charges through the end of the then-current Term of every active Order Document, become immediately due and payable;
2. 23blocks may, at its sole option and by written notice within thirty (30) days after receiving notice of the Change of Control or, if no notice was given, within thirty (30) days after 23blocks becomes aware of the Change of Control, terminate this Agreement effective immediately or condition continuation on the acquirer's execution of a written instrument assuming Customer's obligations under this Agreement and any Order Documents; and
3. All rights of withholding and suspension under this Agreement and any Order Documents (including without limitation §5.4, §11.2, and §15) are deemed automatically invoked pending receipt of the assumption instrument and full payment.

23.5 Acquirer's Right to Confirm Status

A prospective acquirer of Customer (or a transferee, lender, investor, or other counterparty conducting bona fide diligence on Customer) may request from 23blocks a written confirmation of (a) the existence and current status of the Agreement and any Order Documents, (b) outstanding amounts, and (c) any then-pending dispute. 23blocks will respond in writing within fifteen (15) business days of receiving an authenticated request from such acquirer. 23blocks's response binds Customer; failure to bring such a request to 23blocks is at the acquirer's risk. This §23.5 is without prejudice to 23blocks's confidentiality obligations.

23.6 Customer Disclosure Warranty

Customer represents and warrants that, in any due diligence process or representation made to a prospective acquirer, transferee, investor, lender, or other counterparty entitled to material business information about Customer, Customer will accurately and completely disclose the existence of this Agreement, all related Order Documents, the most recent billing status, and any outstanding balance owed to 23blocks. Failure to comply is a material breach entitling 23blocks to immediate termination, acceleration of all unpaid amounts, and any other remedies available at law or equity.

23.7 23blocks Assignment

23blocks may assign this Agreement, in whole or in part, in its sole discretion, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

24. Insurance

Customer shall maintain commercial general liability insurance covering Customer's operations with minimum coverage of US $1,000,000 per occurrence and US $2,000,000 in the aggregate, and shall provide proof of coverage upon 23blocks's request. Where Customer's deployment option is Dedicated Cloud or where Customer handles regulated data, 23blocks may, at its discretion, require Customer to also maintain Errors & Omissions / Cyber Liability coverage of not less than US $1,000,000 per occurrence.

Customer shall name 23blocks as an additional insured to the extent of indemnification obligations Customer owes 23blocks under §22.2.

23blocks shall maintain commercial liability and errors-and-omissions insurance customary for a SaaS provider of 23blocks's size and operations.

25. General Provisions

25.1 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary, or employment relationship.

25.2 Third-Party Services

If Customer uses any third-party service in conjunction with the Services, Customer is solely responsible for compliance with the terms of such third-party services. 23blocks is not responsible for third-party services or their availability.

25.3 Compliance with Applicable Laws

The Services are protected by intellectual property laws. Customer agrees to comply with all applicable local, state, national, and international laws and regulations in connection with use of the Services.

25.4 Software Updates and Upgrades

23blocks provides periodic updates and upgrades to Platform Services at no additional cost during the Term. Updates may include bug fixes, security patches, and feature enhancements. Updates do not extend warranties for Custom Applications under §5.5.

25.5 Order of Precedence and Entire Agreement

This Agreement, together with the Terms and Conditions, Privacy Policy, Cookie Policy, Support Policy, any executed Master Services Agreement, and each executed Order Document, constitutes the final, complete, and exclusive agreement between the parties and supersedes all prior or contemporaneous agreements, negotiations, and discussions on the same subject matter. The order of precedence is in §3.3 (or §3.5 where an MSA is in effect).

25.6 Waiver

No failure or delay by either party in exercising any right under this Agreement constitutes a waiver. Waivers must be in writing signed by the waiving party. A waiver in any one instance does not constitute a waiver in any subsequent instance.

25.7 Force Majeure

Neither party is liable for any delay or failure in performance (other than payment obligations) due to events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, pandemic, governmental action, labor disputes, supply chain disruption, infrastructure failures by third-party providers (AWS, Azure, etc.), or denial-of-service attacks. The affected party will give prompt notice and use reasonable efforts to mitigate. Performance is excused for the duration of the force majeure event.

25.8 Notices

All notices required or permitted under this Agreement must be in writing. Notices to Customer may be delivered: (a) to the email address on Customer's account; (b) to the address designated in any Order Document; or (c) by posting in the Services dashboard accessible to the account administrator. Notices to 23blocks must be sent to legal@23blocks.com with a copy to:

23blocks Inc.
1500 Weston Road, Suite 200
Weston, FL 33326, USA.

Notice is deemed received on the date of email delivery (absent bounce); for paper notice, on the date of receipt confirmed by tracking; or, in either case, three business days after sending if no acknowledgment is received. Customer is responsible for keeping its notice address current; notices sent to the most recently designated address are valid until Customer updates the designation in writing. A Change of Control of Customer does not extend or excuse Customer's obligation to keep notice information current.

25.9 Dispute Resolution

The parties will attempt in good faith to resolve any dispute arising out of or relating to this Agreement through informal discussion before initiating any formal proceeding. The party initiating the dispute will provide written notice to the other party identifying the dispute with reasonable specificity, including (where applicable) the specific facts, the specific contract provisions involved, and the specific remedy sought. The parties will then have thirty (30) days to attempt to resolve informally, including through good-faith meet-and-confer between executives with authority to resolve.

If the dispute is not resolved within thirty (30) days, either party may refer the dispute to non-binding mediation administered by a mutually agreed mediator in Delaware, with each party bearing its own costs and the mediation fee shared equally. If mediation does not resolve the dispute within forty-five (45) days of demand, or if the parties fail to agree on a mediator within fifteen (15) days, either party may proceed to litigation in the state or federal courts of Delaware, which the parties consent to as the exclusive forum.

The cure cadence in §11.2 is suspended during good-faith dispute resolution as to the disputed amounts only; non-disputed amounts and obligations remain due and enforceable per their original terms. This §25.9 does not preclude either party from seeking equitable relief at any time to preserve the status quo or prevent irreparable harm.

25.10 Governing Law

This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. The parties consent to exclusive jurisdiction and venue in the state and federal courts of Delaware for any dispute not resolved through §25.9.

25.11 Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions continue in full force and effect.

25.12 Counterparts; Electronic Signatures

This Agreement and any Order Document may be executed in counterparts, each of which is an original and all of which together constitute one instrument. Electronic signatures (DocuSign, electronic acceptance through 23blocks.com, click-through "AGREE" buttons) are valid and binding to the same extent as wet-ink signatures.

26. AI / Generative-AI Provisions

26.1 Use of Customer Data with AI Services

Where the Services include AI / Jarvis Block functionality, Customer Data submitted to AI Services may be processed by 23blocks's AI infrastructure and, where Customer has elected, by third-party AI service providers (OpenAI, Anthropic, etc.). 23blocks does not use Customer Data to train 23blocks's own foundation models without Customer's express written opt-in.

26.2 AI Output Ownership

Outputs generated by AI Services in response to Customer inputs are the property of Customer, subject to (i) third-party AI provider terms applicable to those outputs; (ii) the limitation that AI outputs may not be original or copyrightable; and (iii) Customer's obligation under §10.3 not to submit regulated data to AI Services without appropriate agreements.

26.3 Customer Disclosure of AI

Customer is solely responsible for any disclosure to End Users about the use of AI in Customer's Custom Applications, including consent obligations under applicable law.

27. Subprocessors

23blocks engages third-party subprocessors to provide the Platform (currently including AWS, LiquidWeb, Mandrill, Stripe, and others). A current list of subprocessors is maintained at 23blocks.com/legal/subprocessors. 23blocks may add or change subprocessors with 30 days' prior notice; Customer may object on reasonable grounds, in which case 23blocks will use commercially reasonable efforts to address Customer's concern, failing which Customer's exclusive remedy is to terminate the affected Service Line.

Where a Data Processing Agreement is in effect between Customer and 23blocks, the DPA's subprocessor terms govern.

28. Changes to These Terms

23blocks reserves the right to modify these Terms of Service at any time. When 23blocks makes changes, it will update the "Effective Date" at the top of this page. For material changes, 23blocks will make reasonable efforts to notify registered Customers via email at least thirty (30) days before such changes take effect.

Customer's continued use of the Services after changes become effective constitutes acceptance of the revised Terms. If Customer does not agree to modified Terms, Customer must discontinue using the Services before the changes take effect; in that case, Customer may receive a pro-rated refund of pre-paid fees for unused subscription periods (excluding fees already accrued under §11).

For Customers under negotiated MSAs or Order Documents that expressly fix the applicable version of this Agreement, the fixed version applies for the remainder of that Term; renewal periods incorporate the then-current version unless otherwise agreed.

29. Acceptance

By clicking "AGREE," signing an Order Document, or using the Services, Customer acknowledges that Customer has read, understood, and agreed to be bound by this Agreement.

For Customer's signature on a paper form of this Agreement:

End of 23blocks Terms of Service v2.