Effective Date: June 1, 2026
These Software as a Service Terms of Service (together with any applicable Order Form, the "Agreement") govern Customer's access to and use of the Services provided by NODE40, Inc., a Delaware corporation ("NODE40"). By executing an Order Form or accessing the Services, Customer agrees to be bound by this Agreement.
1. DEFINITIONS
1.1 "NODE40 Balance" means NODE40's hosted cryptocurrency accounting and portfolio-tracking platform, including all associated web interfaces and reporting tools, as further described in an applicable Order Form.
1.2 "NODE40 Bedrock" means NODE40's enterprise digital asset reporting and tax lot management platform, including data ingestion pipelines, on-chain data normalization, tax lot workflows, reporting outputs, and audit-trail records, as further described in an applicable Order Form.
1.3 "NODE40 API" means NODE40's application programming interface that enables programmatic access to NODE40 data, analytics, and platform features, as further described in an applicable Order Form.
1.4 "Services" means, collectively, the services subscribed to by Customer under an applicable Order Form, which may include NODE40 Balance, NODE40 Bedrock, NODE40 API, and any other services NODE40 makes available to Customer.
1.5 "Order Form" means a written or electronic ordering document executed by both parties that specifies the Services to be provided, applicable fees, and any service-specific terms.
1.6 "Customer Data" means all data, content, and information uploaded, submitted, or transmitted by Customer or its authorized users to the Services.
1.7 "Source Data" means blockchain, exchange, custodian, or other third-party transaction data that Customer provides or directs NODE40 to ingest on Customer's behalf.
1.8 "Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.
2. SERVICES AND ACCESS
2.1 License Grant. Subject to the terms of this Agreement and timely payment of all applicable fees, NODE40 grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the term solely for Customer's internal business purposes, as specified in the applicable Order Form.
2.2 Order Forms. Each Order Form is incorporated into this Agreement by reference. In the event of a conflict between these Terms and an Order Form, the Order Form controls solely as to the subject matter it expressly addresses; these Terms control in all other respects.
2.3 Account Setup. Upon execution of an Order Form, NODE40 will provision Customer with credentials to access the applicable Services. Customer is responsible for all acts and omissions of its authorized users and for maintaining the confidentiality of its credentials. NODE40 personnel may access Customer's account as needed to maintain or improve the Services or to assist with technical or billing matters, and Customer consents to such access.
2.4 Modifications. NODE40 reserves the right to modify or discontinue any feature or component of the Services upon thirty (30) days' prior written notice. If a modification materially reduces the functionality of the Services, Customer may terminate the affected Order Form upon at least thirty (30) days' prior written notice to NODE40. Routine maintenance, updates, and non-material changes do not require prior notice.
2.5 Service Availability. NODE40 will use commercially reasonable efforts to maintain Service availability, subject to downtime for scheduled maintenance, upgrades, and circumstances outside NODE40's reasonable control. NODE40 will endeavor to provide advance notice of planned downtime. NODE40 will not be liable for unavailability caused by Customer's systems, third-party network failures, or other causes outside NODE40's facilities or control.
3. CUSTOMER DATA, SOURCE DATA, AND OUTPUTS
3.1 Customer Data Ownership. As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer grants NODE40 a limited, non-exclusive, worldwide license to process Customer Data solely to provide, maintain, secure, support, and improve the Services and as otherwise permitted by this Agreement. NODE40 will not sell Customer Data or use Customer Data to train third-party public artificial intelligence or machine learning models without Customer's written authorization.
3.2 Source Data Responsibility. Customer is solely responsible for the accuracy, completeness, and legality of all Source Data it provides or directs NODE40 to ingest. NODE40 does not independently verify Source Data and is not liable for errors, gaps, or omissions in blockchain, exchange, or custodian data originating outside NODE40's systems. Outputs generated by the Services are dependent on the quality of the Source Data provided; inaccurate or incomplete Source Data will produce inaccurate or incomplete outputs.
3.3 No Real-Time Monitoring or Alerting. THE SERVICES ARE NOT DESIGNED FOR AND DO NOT PROVIDE REAL-TIME TRANSACTION MONITORING, REAL-TIME ALERTING, FRAUD DETECTION, OR TRANSACTION BLOCKING. NODE40 DOES NOT MONITOR CUSTOMER TRANSACTIONS ON AN ONGOING BASIS AND ASSUMES NO OBLIGATION TO DETECT OR PREVENT UNAUTHORIZED, FRAUDULENT, OR ERRONEOUS TRANSACTIONS. CUSTOMER SHOULD NOT RELY ON THE SERVICES FOR ANY FUNCTION THAT REQUIRES REAL-TIME RESPONSE OR IMMEDIATE ACTION, INCLUDING REAL-TIME COMPLIANCE MONITORING, FRAUD PREVENTION, OR RISK MANAGEMENT.
3.4 No Tax, Legal, Accounting, Audit, Investment, or Regulatory Advice; No Regulator Approval. The Services are software tools intended to assist with data aggregation, reconciliation, and reporting. Nothing in the Services constitutes tax advice, accounting advice, audit, attest, or assurance services, legal advice, investment advice, financial planning advice, or regulatory advice, nor does any output of the Services constitute a representation regarding compliance with applicable laws or regulations. NODE40 has not sought or obtained approval from the U.S. Internal Revenue Service, the Securities and Exchange Commission, the Financial Crimes Enforcement Network, or any other domestic or foreign regulatory body with respect to the Services or any methodology employed therein. No statement by NODE40 should be construed as a representation that any accounting methodology, cost-basis calculation, reporting output, audit workpaper, or support package has been approved or endorsed by any government authority, auditor, regulator, exchange, counterparty, or other third party. Customer is solely responsible for consulting qualified tax, legal, accounting, audit, and other professionals and for all tax filings, financial statements, audit responses, and regulatory submissions.
3.5 Customer Review and Reliance. Customer acknowledges that Reports and other outputs generated by the Services are based on Customer Data, Source Data, Customer instructions, selected assumptions, third-party data sources, and applicable platform functionality. Customer is solely responsible for reviewing, validating, approving, and determining the suitability of all Reports and outputs before using them for any tax return, financial statement, audit response, regulatory filing, investor report, internal control process, business decision, or other purpose. NODE40 does not guarantee that any Report or output is complete, error-free, timely, compliant with any particular law, accounting standard, tax position, audit requirement, regulator expectation, or third-party requirement, or suitable for filing or reliance without Customer review and approval.
4. SECURITY AND DATA HANDLING
4.1 NODE40 Security Measures. NODE40 will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect the confidentiality, integrity, and availability of Customer Data within NODE40's systems.
4.2 Incident Notification. If NODE40 becomes aware of a confirmed security incident resulting in unauthorized access to Customer Data, NODE40 will notify Customer without undue delay, consistent with applicable law.
4.3 Customer Security Obligations. Customer is responsible for securing its own systems, credentials, and data prior to transmission to the Services. NODE40 is not liable for security incidents that result from Customer's failure to maintain appropriate security controls on Customer's side of the connection.
5. INTELLECTUAL PROPERTY
5.1 NODE40 IP. NODE40 and its licensors retain all right, title, and interest in and to the Services, including NODE40 Balance, NODE40 Bedrock, and NODE40 API, and all underlying software, algorithms, trade secrets, know-how, methodologies, templates, trademarks, names, and logos, together with all copies, modifications, and derivative works thereof. No rights are granted to Customer other than the limited license expressly stated in this Agreement.
5.2 Customer IP. Customer retains all right, title, and interest in and to Customer Data. Nothing in this Agreement transfers any intellectual property rights in Customer Data to NODE40.
5.3 Feedback. If Customer provides any suggestions, feedback, or ideas regarding the Services ("Feedback"), Customer grants NODE40 a perpetual, irrevocable, worldwide, royalty-free license to use Feedback for any purpose without restriction or compensation to Customer, provided that NODE40 will not identify Customer as the source of Feedback without Customer's consent.
6. CONFIDENTIALITY
6.1 Obligations. Each party agrees to hold the other party's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care. Each party may use the other party's Confidential Information only as necessary to perform its obligations or exercise its rights under this Agreement.
6.2 Exclusions. Confidential Information does not include information that (a) is or becomes publicly available without breach of this Agreement, (b) was known to the receiving party prior to disclosure without restriction, (c) is lawfully disclosed to the receiving party by a third party without restriction, or (d) is independently developed by the receiving party without use of the Confidential Information.
6.3 Required Disclosure. A receiving party may disclose Confidential Information to the extent required by applicable law or court order, provided it gives the disclosing party prompt prior written notice (to the extent legally permissible) and cooperates with the disclosing party's reasonable efforts to seek a protective order or appropriate relief.
6.4 Terms Confidentiality. The terms and conditions of each Order Form (including pricing) are deemed Confidential Information of both parties. Either party may disclose the general existence of this Agreement in private business discussions, to professional advisors, in financing, diligence, or audit contexts, or as required by law, provided that non-public terms may be disclosed only as permitted by this Section 6, required by law, or approved in writing by the other party.
7. USE RESTRICTIONS
7.1 Customer shall not, and shall not permit any third party to: (a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Services; (b) sublicense, resell, rent, lease, or otherwise transfer access to the Services to any third party without NODE40's prior written consent; (c) use the Services to build a competing product or service; (d) copy, scrape, or harvest any data from the Services except through NODE40-approved integrations; (e) use the Services in violation of any applicable law or regulation; (f) interfere with or disrupt the integrity or performance of the Services or any data contained therein; or (g) remove or alter any proprietary notices, labels, or marks on the Services.
8. FEES, PAYMENT, TAXES, AND SUSPENSION
8.1 Fees. Customer will pay the fees set forth in the applicable Order Form in accordance with the payment terms specified therein. Unless otherwise stated in the Order Form, invoices are due and payable within thirty (30) days of the invoice date.
8.2 Late Payments. Past-due amounts accrue interest at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is less, from the due date until paid in full.
8.3 Taxes. All fees are exclusive of any applicable sales, use, value-added, excise, withholding, or similar taxes or duties. Customer is responsible for all such taxes except those based on NODE40's net income.
8.4 Suspension for Non-Payment. NODE40 may suspend Customer's access to the Services upon not less than ten (10) days' prior written notice if any undisputed invoice remains unpaid. NODE40 will restore access promptly upon receipt of all overdue amounts. NODE40 may also suspend access immediately, without prior notice, if Customer's use poses a security risk to the Services or to other customers, or if continued access would violate applicable law.
9. SUPPORT AND AVAILABILITY
9.1 NODE40 will provide Customer with email-based support during NODE40's standard business hours for issues directly related to the Services. Support response-time commitments and any additional support tiers are as set forth in the applicable Order Form.
9.2 NODE40 is not responsible for issues arising from Customer's own systems, hardware, network infrastructure, third-party integrations not provided by NODE40, or Customer's failure to follow NODE40's documentation or instructions.
10. WARRANTIES AND DISCLAIMERS
10.1 Mutual Warranties. Each party represents and warrants that: (a) it has full power and authority to enter into this Agreement; (b) this Agreement has been duly authorized and constitutes a legal, valid, and binding obligation; and (c) its performance of this Agreement does not conflict with any other agreement to which it is a party.
10.2 Customer Warranties. Customer represents and warrants that it has all rights necessary to grant NODE40 the license to Customer Data set forth in this Agreement and that Customer Data does not violate any applicable law or third-party rights.
10.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 10.1, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NODE40 DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. NODE40 DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED. NODE40 DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR TIMELINESS OF ANY DATA, REPORTS, OR OUTPUTS GENERATED BY THE SERVICES.
10.4 Filing and Reporting Consequences. NODE40 is not responsible for Customer's use of Reports or outputs in any tax return, financial statement, audit response, regulatory filing, investor report, internal control process, business decision, or other submission or communication. Customer assumes responsibility for any penalties, interest, restatements, audit costs, professional fees, lost tax benefits, or other consequences arising from Customer's reliance on Reports or outputs, except to the extent caused by NODE40's gross negligence or willful misconduct.
11. INDEMNIFICATION
11.1 By Customer. Customer will defend, indemnify, and hold NODE40 and its affiliates, officers, directors, employees, and agents harmless from and against any third-party claim, demand, suit, or proceeding arising from or relating to: (a) Customer Data or Source Data; (b) Customer's use of the Services in violation of this Agreement or applicable law; or (c) Customer's breach of any representation or warranty in this Agreement; together with all associated damages, costs, and reasonable attorneys' fees.
11.2 By NODE40. NODE40 will defend, indemnify, and hold Customer harmless from and against any third-party claim that the Services, as provided by NODE40 and used by Customer in accordance with this Agreement, infringe any valid U.S. patent, copyright, or trade secret. NODE40's obligation does not apply to claims arising from (a) Customer Data or Source Data, (b) use of the Services not in accordance with this Agreement or applicable documentation, (c) modifications to the Services made by or for Customer, or (d) combination of the Services with third-party products or services not provided by NODE40. If the Services become or are likely to become subject to an infringement claim, NODE40 may, at its sole option, (i) procure the right for Customer to continue using the Services, (ii) modify or replace the Services to be non-infringing, or (iii) terminate the affected Order Form and refund a pro-rated portion of any prepaid fees for the unused portion of the term. This section states NODE40's entire liability and Customer's exclusive remedy for intellectual property infringement claims.
11.3 Indemnification Procedures. The indemnified party must (a) promptly notify the indemnifying party in writing of any claim for which indemnification is sought, (b) grant the indemnifying party sole control of the defense and settlement of the claim, and (c) provide reasonable cooperation, information, and assistance, at the indemnifying party's expense. The indemnifying party may not settle any claim in a manner that imposes obligations on or requires any admission by the indemnified party without the indemnified party's prior written consent.
12. LIMITATION OF LIABILITY
12.1 EXCEPT FOR CUSTOMER'S PAYMENT OBLIGATIONS, A PARTY'S BREACH OF SECTION 6 (CONFIDENTIALITY), CUSTOMER'S BREACH OF SECTION 7 (USE RESTRICTIONS), INDEMNIFICATION OBLIGATIONS UNDER SECTION 11, OR A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12.2 EXCEPT FOR CUSTOMER'S PAYMENT OBLIGATIONS, CUSTOMER'S BREACH OF SECTION 7 (USE RESTRICTIONS), OR A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION OR THE THEORY OF LIABILITY, WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO NODE40 UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
12.3 FOR A PARTY'S BREACH OF SECTION 6 (CONFIDENTIALITY) OR INDEMNIFICATION OBLIGATIONS UNDER SECTION 11, THAT PARTY'S TOTAL CUMULATIVE LIABILITY WILL NOT EXCEED TWO (2) TIMES THE FEES PAID OR PAYABLE BY CUSTOMER TO NODE40 UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
12.4 EXCEPT TO THE EXTENT CAUSED BY NODE40'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NODE40 WILL NOT BE LIABLE FOR TAX PENALTIES, INTEREST, RESTATEMENTS, AUDIT COSTS, PROFESSIONAL FEES, LOST TAX BENEFITS, LOST FINANCING, LOST INVESTMENT OPPORTUNITIES, OR OTHER LOSSES ARISING FROM CUSTOMER'S USE OF OR RELIANCE ON REPORTS OR OUTPUTS IN TAX RETURNS, FINANCIAL STATEMENTS, AUDIT RESPONSES, REGULATORY FILINGS, INVESTOR REPORTS, INTERNAL CONTROL PROCESSES, BUSINESS DECISIONS, OR OTHER SUBMISSIONS OR COMMUNICATIONS.
12.5 THE LIMITATIONS IN THIS SECTION 12 APPLY INDEPENDENTLY OF ALL OTHER PROVISIONS OF THIS AGREEMENT AND NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.
13. TERM, TERMINATION, DATA EXPORT, AND RETENTION
13.1 Agreement Term. This Agreement commences on the effective date of the first Order Form executed hereunder and continues until all Order Forms have expired or been terminated. Unless otherwise specified in an Order Form, each Order Form automatically renews for successive one (1) year terms unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term.
13.2 Termination for Cause. Either party may terminate this Agreement or any Order Form upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice describing the breach in reasonable detail (ten (10) days in the case of non-payment).
13.3 Effects of Termination. Upon expiration or termination of any Order Form: (a) all licenses granted under that Order Form terminate immediately; (b) Customer's access to the applicable Services is disabled; and (c) all payment obligations that accrued before the termination date survive.
13.4 Data Export. For a period of thirty (30) days following termination or expiration of an Order Form (the "Export Period"), Customer may export its Customer Data through the Services' standard export functionality or such other means as NODE40 makes available at no additional charge. NODE40 has no obligation to retain or provide Customer Data after the Export Period.
13.5 Data Deletion. Following the Export Period, NODE40 will delete or render unrecoverable Customer Data from its production systems within a commercially reasonable time, except to the extent NODE40 is required to retain such data under applicable law or a legitimate legal hold obligation.
13.6 Survival. The following sections survive expiration or termination of this Agreement: 1 (Definitions), 3.2-3.5 (Source Data, Monitoring, Advice disclaimers, Customer review and reliance), 5 (Intellectual Property), 6 (Confidentiality), 8 (Fees, Payment, Taxes), 10.3-10.4 (Disclaimers and filing consequences), 12 (Limitation of Liability), 13.3-13.6 (Effects of Termination, Data Export, Deletion), and 14 (General Provisions).
14. GENERAL PROVISIONS
14.1 Order of Precedence. In the event of a conflict between these Terms and any Order Form, the Order Form controls solely as to the subject matter it expressly addresses; these Terms control in all other respects. No purchase order or similar customer-issued document will modify this Agreement regardless of whether NODE40 accepts or acknowledges it.
14.2 Publicity. Neither party will use the other party's name, logo, or trademarks in any press release, case study, marketing material, or public announcement without the other party's prior written approval. This restriction does not prohibit either party from accurately identifying the other as a business partner in private business discussions or in disclosures required by law.
14.3 Governing Law and Venue. This Agreement is governed by the laws of the State of New York, without regard to its conflict-of-laws principles. Exclusive jurisdiction and venue for any dispute arising out of or relating to this Agreement will be the state and federal courts located in Albany County, New York, and both parties consent to the personal jurisdiction of such courts.
14.4 Notices. All legal notices under this Agreement must be in writing and delivered to the other party's address on file by (a) nationally recognized overnight courier, (b) certified or registered mail with return receipt requested, or (c) email with written confirmation of receipt. Notices are effective upon confirmed receipt.
14.5 Assignment. Customer may not assign this Agreement or any rights hereunder, in whole or in part, without NODE40's prior written consent. NODE40 may assign this Agreement without Customer's consent in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any purported assignment in violation of this section is void. This Agreement is binding upon and inures to the benefit of the parties and their permitted successors and assigns.
14.6 Force Majeure. Neither party will be liable for any delay or failure in performance to the extent caused by events beyond its reasonable control, including natural disasters, acts of government authority, pandemics, labor disputes, or failures of third-party telecommunications networks. The affected party will notify the other party promptly and will use commercially reasonable efforts to resume performance.
14.7 Updates to Online Terms. NODE40 may update these Terms from time to time by posting a revised version at https://node40.com/saas-terms-of-service/. For changes that materially affect Customer's rights or obligations, NODE40 will provide at least thirty (30) days' prior written notice. Continued use of the Services after the effective date of any update constitutes Customer's acceptance of the updated Terms.
14.8 Modification and Waiver. Except as provided in Section 14.7, no amendment to this Agreement is valid unless made in writing and signed by authorized representatives of both parties. The failure of either party to enforce any provision of this Agreement is not a waiver of the right to enforce that provision in the future.
14.9 Severability. If any provision of this Agreement is held invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.
14.10 Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates any agency, partnership, joint venture, or employment relationship between the parties.
14.11 Entire Agreement. This Agreement, together with all Order Forms, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, and agreements relating thereto.