GENERAL TERMS AND CONDITIONS
Whale Alert B.V. offers various services, including in particular, but not exclusively, the provision of blockchain data. The following general terms and conditions apply to all offers and agreements related to its services and are specifically for business customers. These general terms and conditions consist of a general part (Part I), which is applicable to all agreements, and a specific part (Part II), which relate to the supply of specific services.
ARTICLE 1 - DEFINITIONS
The following terms have the following meanings in these general terms and conditions:
The agreement for Services, which is formed as described under clause 3 and which incorporates these Terms.
The direct or indirect online access to Whale Alert’s Data through its servers, which the Customer can retrieve and consult in real time or historically. The term API refers to, but is not restricted to, the following:
- the software used for the API;
- the documentation, database structure, user interface, screen layout, template and accessories made available or accessible for the API; and
- Data provided/made available.
Those employees, agents and independent contractors of the Customer who are authorized by the Customer and accepted by Whale Alert to use the Services.
The date on which Whale Alert grants to the Customer access to the Services.
The firm, institution, person or business who purchases Services from Whale Alert as identified in the Agreement.
All Data, Data elements and related information supplied by Whale Alert, which is made available to the Customer. Including in particular, but not exclusively:
- Attribution Data: derived data from analytics performed by Whale Alert connecting blockchain addresses to various entities based on probabilities.
- Entity Data: data on (legal) entities and natural persons collected and made accessible by Whale Alert.
- Historical Data: collected blockchain data on past transactions and currency prices.
- Price Data: live and historical data on cryptocurrency prices sourced from price service providers and exchanges.
- Scam Alert Data: derived data on blockchain addresses and websites analyzed by Whale Alert through Scam Alert.
- Transaction Data: standardized data on blockchain transactions including, where available,
- Price Data and Attribution Data.
Initial Subscription Term
Means the initial term of the Agreement, commencing on Commencement Date.
The email Whale Alert sends to the email address provided by the Customer containing a description of the Services for verification by the Customer.
Has the meaning as given in clause 10.1.
Trademark under which Whale Alert collects and analyzes data in regard to suspicious and illegal financial activities taking place on various blockchains and websites.
The subscription based services provided by Whale Alert to the Customer as per the Agreement, including in particular, but not exclusively, the provision of Data, which is specified in the Agreement.
Means the Initial Subscription Term and any subsequent Renewal Periods.
These terms and conditions.
The private company with limited liability, Whale Alert B.V., with its registered office and business address in Diemen, listed at the Chamber of Commerce under number KVK 76497291.
ARTICLE 2 - SCOPE OF APPLICATION
1. Whale Alert’s Services are performed exclusively under these Terms set forth hereinafter.
2. The applicability of the Customer’s terms and conditions, or any other terms and conditions, is expressly excluded. No other terms are implied by trade, custom, practice, course of dealing, by in the Customers purchase order, specification or otherwise.
3. The Customer guarantees that it, and if applicable all of its Authorized Users, will act in accordance with these Terms.
ARTICLE 3 - PLACING AN ORDER AND FORMATION OF THE AGREEMENT
1. The Customer may request an order for a subscription per email ([email protected]), or, if applicable, place an order for a subscription via the website (www.whale-alert.io).
2. Whale Alert’s acceptance of an order takes place when Whale Alert grants the Customer access to the Services (Commencement Date) or otherwise agreed upon in writing.
ARTICLE 4 - OBLIGATIONS OF THE AUTHORIZED USER AND CUSTOMER
1. Individuals who enter into an Agreement with Whale Alert on behalf of the Customer guarantee that they are entitled or authorized to enter into this Agreement.
2. During the term of the Agreement and as from the Commencement Date, Whale Alert will give the Customer access to the Services chosen by the Customer under the terms and conditions stated in these Terms and for the subscription fee agreed in the Agreement, or, if no subscription fee has been agreed, the subscription fee stated in Whale Alert’s quotation to the Customer.
3. Where the Customer and Whale Alert have entered into an Agreement in accordance with clause 3, subject to the restrictions set out in this clause 4 and the other terms and conditions of the Agreement, Whale Alert hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicenses, to permit the Authorized Users to use the Services during the Subscription Term.
4. The Customer and/or Authorized User will only use Whale Alert’s Services in the normal course of their professional work or business operations and will not circulate, reproduce, sell or publish Data in any form whatsoever other than for the purposes of this work or these operations, unless with explicit written permission by Whale Alert.
5. The Customer and/or Authorized User is not permitted to decompile, reverse engineer, disassemble or in any other way modify any Services that have been accessed by or through Whale Alert.
6. The Customer and/or Authorized User guarantees Whale Alert that they will comply with all applicable laws and regulations when using Whale Alert’s Services.
7. The Customer and/or Authorized User guarantees Whale Alert that they will not misuse Whale Alert’s Services in such a way that Whale Alert’s operations are hindered.
8. The Customer will provide appropriate technical and organizational measures to protect the use of Data obtained from or through Whale Alert against loss, theft or misuse.
9. If at any time the Customer or one of its Authorized Users fail to comply with any of the provisions of this article, partly or fully, the Customer will be liability for any damages and owe a penalty to Whale Alert, which is immediately due and payable and not subject to mitigation and/or set-off, amounting to €10,000, as well as a penalty of €1,000 for each day that the Customer remains in breach of any provision of this article. Whale Alert retains the right to claim additional damages and to deny the Customer and/or Authorized Users access to all Services, immediately and without further notice, and to suspend further performance of its obligations under the Agreement for an indefinite period, or to terminate the Agreement. The Customer will then not be entitled to any kind of compensation.
10. The Customer is always liable for the actions of its Authorized Users in respect of Services provided by or through Whale Alert.
ARTICLE 5 - WHALE ALERT’S OBLIGATIONS
1. Whale Alert shall during the Subscription Term provide the Services to the Customer subject to the terms of the Agreement and taking into account article 5.2.
2. Whale Alert shall use commercially reasonable endeavors to make the Services available. Whale Alert is not liable for any damages due to the non-availability of the Services.
ARTICLE 6 - PRICES, INVOICING AND PAYMENTS
1. Payment for the Services will be invoiced monthly and in advance. The first monthly payment shall be paid before or on Commencement Date. Subsequent monthly payments will be invoiced the same day as the Commencement Date in the next successive calendar month and each subsequent one-month long period thereafter.
2. Article 6.1 does not apply to the subscription regarding Historical Data. Payment for this subscription will be invoiced annually and in advance. The first yearly payment shall be paid before or on Commencement Date. Subsequent yearly payments will be invoiced the same day as the Commencement Date in the next successive calendar year and each subsequent one-year long period thereafter.
3. Payment of the invoices shall be made within eight days from the date of invoice.
4. Payments must be made by bank transfer or payment options provided by Stripe Payments or Coinbase Commerce.
5. The Customer will pay Whale Alert the amounts due under the Agreement without any deduction, discount or set-off, unless with explicit written permission by Whale Alert.
6. The Customer will receive the required access keys and information after the first payment has been verified by Whale Alert.
7. If the Customer fails to pay an amount pursuant to the Agreement, or fails to pay it on time or in full, it will be immediately in default without any further notice of default being required. Whale Alert shall be entitled to charge the Customer interest on any outstanding fees at the rate of 10% per annum from the initial date payment due until actual payment is made.
8. Failure to pay will result in suspension of the account until payment has been made in full.
9. No partial refunds will be made for terminations before the end of the Subscription Term.
10. Whale Alert is entitled to revise the price of its Services or parts thereof from time to time, including during the term of the Agreement. Price changes may be made due to inflation or improvements to the Services, among other things. Price changes will take effect one (1) month after the Customer has been notified in writing.
ARTICLE 7 - PROCESSING OF PERSONAL DATA AND OTHER INFORMATION
1. Whale Alert uses personal data exclusively to provide its Services. In that context, Whale Alert is responsible for compliance with the applicable laws and regulations (including the General Data Protection Regulation) and indemnifies the Customer against third-party claims in this respect.
2. The Customer is responsible for its own use of Whale Alert’s Services and its processing of personal data in that context. The Customer guarantees that the use of Whale Alert’s Services complies with the applicable laws and regulations (including the General Data Protection Regulation) and indemnifies Whale Alert against third-party claims in this respect.
ARTICLE 8 - LIABILITY
1. Whale Alert endeavors to ensure that the Data provided by or through Whale Alert is current, complete and factually correct. However, the Customer accepts that it is not possible to completely rule out errors or omissions and that Whale Alert is not liable in any way whatsoever for such errors and/or omissions. The Services and the Whale Alert Data are provided to the Customer on an “as is” basis.
2. The Data provided by Whale Alert is subject to change based on new insights or methods. Whale Alert is not obliged to inform the Customer of any changes and it is the Customer's sole responsibility to retrieve revised Data.
3. Whale Alert is not liable for any false positives or false negatives generated through Data provided through Scam Alert.
4. The Customer assumes sole responsibility for results obtained from the use of the Services and the Whale Alert Data by the Customer or its Authorized Users, and for conclusions drawn from such use.
5. If Whale Alert is breaching its Agreement with the Customer or the Customer sustains damages in some other way because of Whale Alert, the Customer must lodge a written complaint to Whale Alert within fourteen (14) days of discovering the breach, so that Whale Alert is given the opportunity to rectify the breach and/or to prevent or reduce the damage caused by the breach. If the Customer fails to notify Whale Alert within the set period, all the Customers rights to compensation will lapse.
6. The Customer is not entitled to any compensation for lost profits, consequential loss or any other indirect damage, except in case of willful misconduct or gross negligence. Whale Alert shall under no circumstances be liable for damages in connection with the payment of compensation by the Customer to a third party.
7. In all cases in which Whale Alert is obliged to pay compensation, the amount is limited to the amount of Whale Alert’s most recent invoice, excluding potential taxes.
8. Whale Alert cannot be held liable for damages due to the shutdown or digital shutdown of the Customers business.
9. If Whale Alert is unable to fulfill its obligations arising from the Agreement due to force majeure, Whale Alert’s performance will be suspended for a maximum period of two weeks. If the force majeure continues after the end of that period, either party may terminate the Agreement with immediate effect. For the purposes of this Agreement, force majeure will be interpreted on the basis of the provisions of Book 6, Section 75 of the Dutch Civil Code (including but not limited to hacker attacks, viruses or other malicious software attacks, power failures, failure of Whale Alert’s hosting providers) If the Agreement is terminated because Whale Alert suffers from force majeure, Whale Alert will not be liable to compensate the Customer in any way.
ARTICLE 9 - INTELLECTUAL PROPERTY RIGHTS
1. All intellectual property rights (including but not limited to copyright, database rights, trademark rights and trade name rights) in Whale Alert’s name, logos, products and services, including but not limited to its databases and all the information contained in them, are vested exclusively in Whale Alert and/or its licensors; the Agreement is not intended for the transfer of rights, nor will it result in that. The Agreement only grants the Customer the limited right described in the Agreement, i.e. to use Whale Alert’s Services.
2. The Customer is not permitted to reproduce and/or disclose and/or exploit the Whale Alert’s database and the information contained in it in any other way, including but expressly not limited to printing, photocopying, storage on microfilm, image plates, magnetic disks or tape, or storage in a register system that is accessible to third parties without Whale Alert’s express prior written permission.
3. The Customer is not permitted to remove any of the rights holders' symbols or specifications that concern intellectual property rights. The same applies to information marked as private and confidential.
ARTICLE 10 - DURATION AND TERMINATION OF THE AGREEMENT
1. Unless otherwise agreed in writing, the duration of the Agreement is agreed upon at the formation of the Agreement and is either for one (1) month or one (1) year, commencing on Commencement Date, and it is always automatically and tacitly renewed at the end of that period for the same duration, unless the Agreement is terminated by one of the parties by email before the end of the Subscription Term.
2. Without prejudice to Whale Alert’s rights under the law, without prejudice to the other provisions of these Terms, and without being liable to pay any compensation, Whale Alert is entitled to terminate the Agreement, with immediate effect and without recourse to the courts, if:
- the Customer fails to fulfill the obligations under the Agreement;
- the Customer is placed under forced administration or is under threat of guardianship;
- the Customer ceases its activities;
- legal control or de facto control over the Customer is being acquired by a third party;
- the Customer files for or is granted bankruptcy or to participate in a debt restructuring scheme;
- Whale Alert has the reasonable fear that its good name or reputation will be affected by any act or omission on the part of the Customer; and/or
- if an event occurs or a circumstance arises that is similar to any of the aforementioned events or circumstances, including the threat of such circumstances occurring.
3. On termination of the Agreement, regardless of the grounds, all licenses granted under the Agreement shall immediately terminate and the Customer shall immediately cease and not resume any use of the Whale Alert’s Services, including but not limited to Data obtained from or via Whale Alert. Whale Alert’s claims against the Customer will then immediately become due and payable and the Customer will immediately pay all its outstanding claims to Whale Alert.
4. All provisions of the Agreement that, by their nature, survive will remain in force even after termination of the Agreement.
ARTICLE 11 - CONFIDENTIALITY
1. The Customer and Whale Alert will keep all confidential information (such as technical information, information about suppliers, customers, users, software, guidelines, payment data, information about business processes, products, prices, markets, customer and company data) that they have obtained from and/or about each other in the context of the Agreement strictly confidential and will not use or disclose it without the other party’s prior written permission, unless a legal requirement dictates otherwise.
2. If the Agreement ends, both parties, i.e. both the Customer and Whale Alert, will, of their own accord and to the extent possible, immediately return to the other party all documents, files and other information and data carriers containing confidential information, including copies of these items, irrespective of whether the content of those data carriers was created by the party in question or by another party. If any confidential information is stored on any computer system belonging to the party concerned or has been recorded in another format that cannot reasonably be provided to the other party, the party concerned will destroy this confidential information.
3. The Customer and Whale Alert undertake to impose the same obligations as set out in the first paragraph of this article on all persons, agents and Authorized Users engaged by them for the implementation of the Agreement.
ARTICLE - 12 TRANSFER OF RIGHTS AND OBLIGATIONS
1. The Customer is not entitled to transfer the rights and obligations under the Agreement to third parties without the Whale Alert’s express written permission.
2. Whale Alert is entitled to transfer the Agreement or all rights and obligations arising from this Agreement, either in whole or part, to a third party or to allow the Agreement to be taken over by a third party by means of contract takeover (pursuant to Article 6:159 of the Dutch Civil Code). Customer irrevocably and unconditionally agrees to such a transfer or contract takeover and shall grant its full and unconditional cooperation. Customer shall not be entitled to terminate the Agreement in the event of a transfer of control of Whale Alert or its parent company.
ARTICLE - 13 GENERAL
1. The Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
2. These Terms enter into force on the 10th of January 2023
3. These Terms are governed exclusively by the laws of the Netherlands.
4. Any dispute that may arise between the parties by virtue of or in connection with an Agreement covered by these Terms will in the first instance be settled exclusively by the competent court in the court district of Amsterdam, the Netherlands.
5. Whale Alert reserves the right to amends these Terms . The Customer shall be notified of amendments in a timely manner. Amendments shall enter into force thirty days after the date of such notification, unless otherwise specified in said notification. The amended Terms shall apply to all existing Agreements concluded with the Customer.
ARTICLE 13 - API SUBSCRIPTION
1. Creating an account on the Whale Alert website and submitting payment is deemed to be an Agreement in the context of API subscriptions.
2. After the Commencement Date, Whale Alert will send the Customer the required details that the Customer and its Authorized Users can use to access the APIs. If the Customer fails to pay the fee for the use of the API's on time, Whale Alert is entitled to terminate the Agreement with immediate effect and without further notice, or to suspend the right to use the APIs and to block the Customers access to the APIs until the Customer has settled the fee.
3. Authorized Users are not permitted to retrieve or consult Scam Alert Data, Entity Data and Attribution Data in a manner that can be regarded as repetitive and systematic retrieval with the objective of reconstructing the entire database or a substantial part of the database as referred to in the Dutch databases (Legal Protection) Act [Databankenwet] for the purpose of exploitation by the Customer.
4. The Customer is not permitted to sub-license the APIs, to rent them out or supply them on a hire-purchase basis, or otherwise to transfer or make them available or accessible to a third party either entirely or in part, without explicit permission of Whale Alert.
Updated 27th of January, 2023