Cantara Service Agreement
1. General Terms
This Order Form, and The Terms of Use on The Tie’s Cantara Website, https://cantara.thetie.io, as updated from time to time (notice to Customer of any material changes will be provided on The Tie Cantara™ website), constitute our Agreement (the “Agreement”) forlicense of The Tie Cantara™ application.(the “Service”). If there is a conflict between the Terms ofUse and this Order Form, this Order Form will control. In addition, to access the Service, you must click through and accept our Terms of Use. If you do not agree with our Terms of Use, you may not access or use our Service.
2. Term and Effective Date
This Agreement shall have the initial term of one (1) month from the date that Customer is fully onboarded to the Service (the “Effective Date”) and shall automatically renew without action by Customer or The Tie for subsequent one (1) month terms (each a “Renewal Term”) unless terminated by either party in accordance with the provisions of paragraph Section 6 of this Agreement.
3. Transaction Fee and Billing
3.1. Customer shall pay The Tie a fee of One US Dollar ($1.00) per Transaction (the “Fee”) payable in Canton Coin (“CC”) (at the then-current USD/CC conversion rate, as established in the applicable Canton Rewards Round parameters (the “Value”). ), Solely for the period commencing with the Effective Date and continuing for thirty (30) calendar days thereafter (the “Waiver Period”), The Tie shall waive all Fees payable under this Agreement (including the Excess Fee referenced in 3.2. Following the expiration of the Waiver Period all Fees shall be payable in accordance with the terms of this Agreement. For purposes of this Agreement, a “Transaction” means any verifiable transaction by Customer with any of its clients (“Third Party”) for which The Tie operates automated billing on Customer’s behalf through the Service. Customer, in its sole discretion, may determine the billing cycle and the amounts to be billed to any Third Party.
3.2. If The Tie’s verifiable on-chain cost in connection with any Transaction exceeds the Fee of One US Dollar ($1.00), Customer shall be responsible for paying the excess cost to The Tie (“Excess”) in CC based upon the Value at date of billing.
3.3. Billing of the Fee and any applicable Excess shall occur, at The Tie’s discretion, by one of the following methods: (a) Automated billing: The Tie may initiate automated billing (“Automated Billing”) through the Service as frequently as once per Canton Coin (“CC”) reward round, as such reward rounds are determined and scheduled by the Canton Coin Application and Global Synchronizer. If Automated Billing fails to process one or more rounds, or if there is an upward adjustment in the applicable Fee (and or Excess), such billing shall occur in the next cycle or may be affected manually; or (b) Manual billing: The Tie may elect to conduct billing manually, which shall occur no less frequently than once per calendar month commencing on the Effective Date.
The Tie reserves the right, in its sole discretion, to determine the initial billing method to be used The Tie further reserves the right, in its sole discretion, to switch between Automated Billing and Manual Billing at any time with notice to the Customer (including email).
3.4. The Fee is exclusive of sales tax. If Customer is a U.S. entity, and sales tax is applicable, The Tie will separately invoice the Customer and will collect and remit applicable sales tax; non-US entities should remit taxes as required by their jurisdiction.
3.5. Customer is responsible for providing and maintaining complete and accurate billing and contact information and shall promptly notify The Tie via email to finance@thetie.io of any changes to such information.
4. Canton Coin Rewards (“Rewards”) and Payment
Solely for the period commencing with the Effective Date and continuing for thirty (30) calendar days thereafter, Customer may be eligible for a Reward bonus, which shall be ten percent (10%) of Rewards earned by The Tie in connection with Customer’s use of Cantara. Rewards are not guaranteed and may vary in amount and timing. Rewards are earned only when received by The Tie.
The Tie shall pay earned Reward bonus, if any, to Customer monthly, with such payments to be made no later than the thirtieth (30th) day of the month following the month in which the Rewards were earned.
The Tie has no responsibility to withhold or remit any taxes, including, but not limited to, income taxes, sales taxes, or value-added taxes, on Rewards. Customer shall be solely responsible for reporting and remitting all applicable taxes related to any Rewards received under this Agreement. The Tie shall provide necessary tax documentation to the Customer if required by law. Customer will provide the relevant tax forms, such as Form W-9, as may be requested by The Tie.
5. CC Fee Payment by Customer and CC Reward Payment by The Tie
5.1. Fee Payment. The Tie shall provide onboarding and installation instructions for the Service. The Customer shall upload DAR files to its validator, log in, and authenticate directly with its validator. All interactions shall occur directly between the Customer and its validator, with the Service serving solely as an interface to facilitate such interactions. The Tie does not custody Customer’s CC. If Automated Billing is used, the Customer hereby authorizes The Tie to initiate Fee payments from the Customer’s designated wallet through the Service at the agreed frequency, without requiring repeated manual confirmation.
5.2. Reward Payment. The Tie shall ensure delivery of Rewards in CC in connection with this Agreement to the blockchain network address(es) specified by the Customer. All risk of loss of tokens prior to confirmed delivery to the specified blockchain address shall be borne by The Tie. The Tie shall not be liable for any losses or damages resulting from blockchain network issues, technical failures, or other circumstances beyond The Tie’s reasonable control; provided, however, that such circumstances shall not relieve The Tie of its obligation to complete delivery of the Rewards.
5.3. Customer Responsibility. The Customer acknowledges and agrees that it is solely responsible for inputting and transmitting all required blockchain network address information correctly and accurately. The Tie shall have no liability for errors or losses arising from incorrect or incomplete address information provided by the Customer.
6. Termination
6.1. Either party may terminate this Agreement for convenience upon five (5) days’ prior written notice to the other party of its intent to terminate. Such termination shall be effective five (5) days from the date of written notice and all licenses granted hereunder shall cease at such time.
6.2. Either party may terminate this Agreement if it becomes impossible to perform hereunder or if a law, decree or regulation enacted or adopted by any governmental authority makes it illegal to perform hereunder; provided, however, that such termination (and the waiver of any payment obligations hereunder) shall not take effect until the day prior to the effective date of such law, decree or regulation.
6.3. Either party may terminate this Agreement for material breach, provided that the party alleging a material breach must first issue written notice to the breaching party containing a description of the breach and allow the breaching party to cure that breach within five (5) days of such notice. Termination for material breach by Customer shall not relieve Customer of its payment obligations.
6.4. Upon termination, for any reason, any licenses or rights granted by The Tie under this Agreement are immediately revoked. Termination for any reason will not alter or affect the terminating party’s right to exercise any other remedies at law or under this Agreement that are intended to survive such termination.
7. Limitation of Liability
In no event shall The Tie be liable for any indirect, incidental, special or consequential damages, including without limitation, damages for lost goodwill, lost business or down time, incurred by Customer or Customer’s users, employees, or agents as a result of any breach of this Agreement, use or inability to use the Service or any other cause, whether in an action in contract or tort, even if advised of the possibility of such damages. The Tie’s aggregate and cumulative liability for damages hereunder shall in no event exceed the total amounts paid by Customer to The Tie under this Agreement in the twelve (12) months preceding the claim, net of any Rewards paid to Customer. The parties agree that the foregoing limitations represent a reasonable allocation of risk under this Agreement and that The Tie would not be able to provide the Service to Customer at the prices set forth herein without such limitations.
8. Risk Disclosure
Customer acknowledges and agrees that transactions involving cryptocurrency, including CC, involve significant risks, including but not limited to, potential complete loss of value, regulatory uncertainty, technical failures, and market volatility. Customer further acknowledges that The Tie holds CC, and that holdings may affect market prices. The Tie is not a broker-dealer or investment advisor and is not registered with the US Securities and Exchange Commission, the Financial Industry Regulatory Authority, or any other regulatory authority in the United States or abroad. The Tie does not offer or participate in offers of securities for sale or provide investment advice to others. The Tie is not facilitating any securities transactions, whether as a broker, dealer, issuer, finder, advisor, buyer, seller, transfer agent, or intermediary of any kind. Customer is solely responsible for its compliance with any applicable securities laws, whether in the United States or abroad.
9. Governing Law; Jurisdiction
This Agreement is deemed to be made under and shall be construed according to the laws of the State of New York without reference to its conflict of law provisions. The parties hereby consent to the exclusive jurisdiction of the State and Federal courts within the borough of Manhattan, State of New York.
