Terms & Conditions

“Access Credentials” means login information, passwords, security protocols, and policies through which Authorized Users access the Service.

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“Affiliate” of a Party means: (a) any entity that such Party controls; (b) any entity that controls such Party; or (c) any entity under common control with such Party. To “control,” for purposes of this definition, means owning or otherwise controlling more than 50% of the voting interests of an entity.

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“Authorized User” means an employee or contractor of Customer who is authorized by Customer to access and use the Service on Customer’s behalf, and who has been issued a Service account by Customer that is associated with a unique email address with a domain name owned or controlled by Customer.

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“Customer Application” means an application or web-based service developed or used by Customer (including its APIs), and which utilizes the Dynamic Platform to identify or authenticate users.

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“Customer Data” means all data, content, and information submitted by Authorized Users into the Service or otherwise made available to Dynamic for use in connection with the Service, and the Customer-specific output that is generated by Authorized Users’ use of the Service.

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“Documentation” means the user manuals, specifications, and policies available on the dynamic.xyz website, as may be updated from time to time, that describe the functionality, features, operation, or use of the Service and that are made available by Dynamic to Customer.

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“Dynamic Platform” means the computer software applications, code (in source code, executable code or other machine-readable format), tools, application programming interfaces (APIs), software development kits (SDKs) connectors, programs, networks and equipment that Dynamic uses, or make available, to make the Service available to its customers.

“End Users” means the users the of the Customer Applications who are authenticated or connected via the Service.

“Service” means the provision by Dynamic of the Dynamic Platform (excluding Customer Data). References to the “Service” in this Agreement include the Documentation.

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“Personal Information” means any Customer Data that constitutes “personal data”, “personal information”, or similar terms defined in applicable privacy and security laws, except that Personal Information does not include information pertaining to Customer’s personnel where Dynamic acts as a controller of such information.

Dynamic shall have the following responsibilities to Customers:

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2.1 Provision of the Service.

The Service offered by Dynamic, as may be modified from time to time, allows Customer, inter alia,  (and Authorized Users acting on Customer’s behalf) to create or interact with digital ‘wallets’, which serve as a secure digital tool for managing cryptographic keys or shares of those. These keys or shares enable End Users to verify transactions and engage with third-party applications, including facilitating cryptocurrency transactions that provide Customer or End Users with control over their digital assets.

Subject to Customer’s ongoing compliance with the terms and conditions of this Agreement and for the duration of the Term (as defined in Section 10), Dynamic grants Customer a revocable, limited, non-exclusive, non-sublicensable, non-transferable license to (i) access and use the Service, and (b) use the Dynamic Platform solely in order to use the Service pursuant to the terms of this Agreement. This license is granted solely for use by Authorized Users, on behalf of Customer, in accordance with the Documentation and for the purpose of enabling authentication of End Users of Customer Applications.

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Customer acknowledges and agrees that unless expressly stated otherwise herein, the  Dynamic Platform and Service are non-custodial. Unless specifically mentioned otherwise hereinbelow, Dynamic does not store, manage, or control any private keys, funds, or other assets on behalf of Customer or End Users. Customer retains full responsibility for the security, management, and control of its own data, and assets, including those of its  End Users. Dynamic shall not be liable for any loss, compromise, or unauthorized access to such data or assets resulting from Customer’s or End Users’ actions, omissions, or security practices.

Risk Acknowledgment. The Customer acknowledges the risks involved when using digital assets and blockchain-based solutions, and accordingly, the Customer assumes full responsibility for such risks. The Company a) may provide limited risk warnings at its discretion; b) does not and will not have any obligation to disclose all potential risks; c) does not represent or guarantee the value or security of any such digital assets; d) does not control the underlying software protocols governing digital assets.

Additional Risk Disclosures: Customer explicitly acknowledges and accepts the following additional risks associated with digital assets and wallet services: (a) digital assets may experience extreme price volatility, potentially resulting in significant loss of value; (b) transactions involving digital assets are generally irreversible, and losses due to fraudulent or accidental transactions may not be recoverable; (c) the regulatory landscape for digital assets is evolving, and changes in laws or regulations may adversely affect the value, transferability, or use of digital assets; (d) technological failures, including in blockchain networks, consensus mechanisms, or cryptographic systems may result in loss of access to digital assets; (e) loss or compromise of private keys, security credentials, or recovery phrases may result in permanent loss of digital assets; and (f) software errors, bugs, or security vulnerabilities in wallet implementation may lead to unauthorized access or loss of digital assets. Dynamic shall not be liable for losses arising from these inherent risks, and Customer agrees to assume full responsibility for communicating these risks to End Users.

Risk Mitigation and Liability Limitation. The Customer understands that blockchain protocols can be modified by third parties at any time, potentially impacting digital asset operations. By using the Service and/or the Dynamic Platform, the Customer accepts all associated risks. The Customer acknowledges that the Dynamic Platform and the Services are intended to mitigate, but cannot completely eliminate, risks associated with digital asset holdings. Accordingly, the Company shall not be liable for any Customer losses arising from digital asset holdings through the Dynamic Platform or Services, unless caused by Company's gross negligence, or willful misconduct.

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2.2 Updates and Upgrades.

This Agreement will also apply to updates and upgrades of the Dynamic Platform and the Service subsequently provided by Dynamic to Customer. Dynamic may update the functionality, user interfaces, usability, and Documentation from time to time in its sole discretion as part of its ongoing mission to improve the Service.

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2.3 Protection of Customer Data.

Dynamic will maintain commercially reasonable administrative, physical, and technical safeguards designed to prevent unauthorized access to or use of Customer Data under the control of Dynamic.

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2.4 Compliance with Laws.

Dynamic will comply with all applicable laws for Dynamic’s provisioning of the Service to its customers generally (i.e., without regard to the specific nature of the Customer Data or Customer’s particular or intended use of the Service).

2.5 Support.

As part of the Service, Dynamic will provide Customer with Dynamic’s standard support, Documentation, and other online resources to assist Customer in its use of the Service, all as set forth in the Order.

3.1 Access Credentials.

Customer will safeguard, and ensure that all Authorized Users safeguard the Access Credentials. Customer will notify Dynamic immediately if it learns of any unauthorized use of any Access Credentials or any other known or suspected breach of security regarding the Service.

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3.2 Customer Responsibilities.

Customer is and will be responsible: (a) for Authorized Users’ compliance with this Agreement; (b) for the accuracy, integrity, appropriateness, and legality of the Customer Data; (c) to prevent unauthorized access to or use of the Service and the Dynamic Platform, and promptly notify Dynamic of any such unauthorized access or use; (d) to ensure that the use of the Service and the Dynamic Platform is only in accordance with the Documentation and applicable laws and government regulations; and (e) for obtaining any consents and providing any notices, as necessary, to enable Dynamic to perform its obligations under the Agreement, including, without limitations, accessing and processing any Personal Information for the purpose of providing the Service.

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3.3 Usage Restrictions.

Customer may not, and shall not allow any third party to, to directly or indirectly: (a) make the Service available to, or use the Service or the Dynamic Platform for the benefit of, anyone other than Customer and the Authorized Users; (b) upload, post, transmit, or otherwise make available to the Service any content that (i) is unlawful or tortious, or (ii) infringes, misappropriates, or otherwise violates any intellectual property, privacy, publicity, or other proprietary rights of any person; (c) sublicense, resell, timeshare, copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Service or Dynamic Platform, or similarly otherwise exploit the Dynamic Platform and/or the Service; (d) upload, post, transmit, or otherwise make available any content or information designed to interrupt, interfere with, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (e) reverse engineer, modify, adapt, decompile, disassemble, hack the Dynamic Platform and/or the Service, or otherwise attempt to gain unauthorized access to the Dynamic Platform and/or the Service or its related systems or networks, or attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Dynamic Platform and/or the Service (f) access the Dynamic Platform and/or the Service to build a competitive product or service; (g) modify, translate, or create any derivative works based on the Dynamic Platform and/or the Service; (h) remove or otherwise alter any proprietary notices or labels from the Dynamic Platform and/or the Service or any portion thereof; (i) interfere or attempt to interfere or disrupt the proper working of the Dynamic Platform and/or the Service; (j) use the Dynamic Platform and/or the Service in a misleading manner or with the intention to divert, misappropriate or otherwise obtain unauthorized access to assets stored within the Service; (k) use the Dynamic Platform or the Service for any illegal, unlawful or unauthorized purposes or (l) use the Services in a manner that violates any third party contractual or other proprietary rights.

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3.4 Customer Applications.

Customer is solely responsible for the development, implementation, operation, support, maintenance, and security of each Customer Application, including the processes by which End Users accept the terms and conditions of such Customer Applications.

‍Dynamic and its licensors bear no liability for any services Customer provides to End Users, including Customer Applications. Customer is solely responsible for any access and/or use of the Dynamic Platform and/or the Services (including Customer Applications).

Customer represents and warrants that it shall comply with all applicable privacy laws and regulations including those applying to personal data, including without limitation, the personal data of the End Users using a Customer Application.

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3.5 Sandbox Services. From time to time, Dynamic may offer potential new products, services or features in a sandbox environment (“Sandbox”) that allows Customer to test the functionality, user interfaces, and security measures of the Customer Application, without the risk of testing in a production environment. By using the Sandbox, Customers can ensure that the Customer Application operates smoothly and securely before it is released to the public. Dynamic provides access to the Sandbox solely for experimental and educational purposes. Dynamic does not guarantee the functionality, security, or uninterrupted access to the Sandbox. Customer should not store any cryptocurrency or tokens in the embedded wallets created in the Sandbox. Customer and any Authorized User understand and agree that any cryptocurrency or tokens used in the Sandbox are subject to risk of loss due to technical failures, bugs, or other unforeseen circumstances. Dynamic is not, and shall not be, liable for any loss of funds that Customer and any Authorized User may experience by using the Sandbox.

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3.6 Third-Party Services.

In addition to the foregoing, Dynamic may incorporate resources provided by third parties into the Service, the “Third-Party Services”).

Some Third-Party Services, are provided for your convenience only and (a) the availability of such Third-Party Services does not constitute an endorsement by Dynamic of the same; (b) such Third-Party Services are not under Dynamic’s control and, as such, are not considered part of our Services.

Certain Third-Party Services, including specific features and functionalities embedded in the Service, as provided here are offered through the Service but are not provided or operated by Dynamic.

Regardless of the nature of said Third-Party Services, Dynamic makes no representation or warranty regarding any Third-Party Service, including its availability, security, or suitability for use with or in conjunction with Dynamic’s Services. Any proprietary right or interest to any Third-Party Service and any content provided therein belongs to that third-party provider subject to any right or license Customer may hold as to such Third-Party Service. If Customer decides to access or use a Third-Party Service, Customer hereby acknowledges and agrees that: (a) such activity and use is governed by the Third-Party Service’s terms and conditions, not by those of Dynamic; and (b) Customer assume all risks associated with using such Third-Party Service.

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3.7 Embedded Wallets

Dynamic provides non-custodial embedded wallet services, which Customer and its End Users can use to manage digital wallets that access blockchains or automate onchain activities. Dynamic provides 3 versions of its embedded wallets:

V1: Trusted Execution Environment Embedded Wallets with Passkeys and Email Verifications (“V1 Embedded Wallet”).

V2: Trusted Execution Environment Embedded Wallets with Session Keys  (“V2 Embedded Wallet”).

V3: Threshold Signature Scheme Multi-Party Computation (TSS-MPC) Embedded Wallets  (“V3 Embedded Wallet”).

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For Customers using V1 Embedded Wallet and V2 Embedded Wallet: (1) Dynamic leverages Third-Party Services for non-custodial embedded wallet key management infrastructure; (2) Dynamic does not host, maintain or have access to the authentication credentials for such wallets, including asymmetric, cryptographic keys (“Private Keys”) that are contained within the Third-Party Services and (3) Customer and its End Users are solely responsible for securing such authentication credentials and Private Keys. Dynamic is not responsible for any activities that End Users engage in when using End Users’ Private Keys. Dynamic's v1 and v2 non-custodial embedded wallet functionality (i.e "Dynamic-powered wallets") leverages key management infrastructure from Turnkey Global Inc. ("Turnkey"). If Customer enables such functionality, Customer acknowledges that Turnkey is a Third-Party Service and agrees to and accepts the Turnkey Terms and Conditions and Turnkey Privacy Policy.

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For Customers using v3 Embedded Wallet: (1) Dynamic uses Threshold Signature Scheme Multi-Party Computation (“TSS-MPC”) technology to help Customer and its End Users secure digital wallets; (2) In TSS-MPC, no single private key exists (except during explicit export or import flows initiated by Customer or End Users). Dynamic never generates or stores any complete private keys or key shares in an unencrypted form on its servers; (3) Dynamic stores one or multiple key shares securely, enabling End Users or Customer to authorize digital asset transactions; (4) When storing key shares, Dynamic uses secure Trusted Execution Environments  (“TEEs”) to isolate itself from unencrypted key shares, ensuring Dynamic does not have access to the underlying key shares at any time; (Please find a full architecture explanation at docs.dynamic.xyz.) (5) Dynamic may optionally store an encrypted user share as a backup mechanism for an End User. Such shares are encrypted using Third-Party Services before reaching Dynamic Platform and/or Dynamic’s servers, ensuring Dynamic never has visibility or access to the underlying decrypted share or encryption keys.

Customers and End Users are solely responsible for securing authentication credentials and their respective shares, including optional backup shares which Dynamic can generate for them. Dynamic is not responsible for any activities that End Users and Developers engage in when using End Users’ key shares, or when reconstructing full private keys during key exports or key imports.

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Dynamic further offers advanced wallet services, including backup share management hosted on Customer site, as well as delegated access and server wallets. For those and any other services offered as part of the Dynamic embedded wallet solution, Customer agreed and affirms Dynamic is a non-custodial solution.

In the event that an End User creates an embedded wallet and the embedded wallet is unfunded (i.e. the wallet contains no assets) for a period of six (6) months from the time of creation, Dynamic has the right to disable functionality of the embedded wallet which will delete all data associated with the account.

4.1 Fees, Invoicing, and Payment.

Customer will pay all fees specified in the Order (the “Fees”). Payment obligations are non-cancelable and, except as expressly set forth herein, Fees paid are non-refundable. All Fees will be invoiced by Dynamic in accordance with the terms set forth in the Order. Full payment for invoices issued must be received within the applicable time period set forth in the Order. If any Fees owed by Customer have not been paid by the applicable due date, Dynamic reserves the right to apply a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, and be reimbursed for all expenses of collection.

If the Customer exceeds any usage limitations specified in an Order, Dynamic shall promptly invoice the Customer for the excess usage at its applicable overage rates.

Customer agrees that any billing discrepancies or disputes not brought to the attention of Dynamic within thirty (30) days from the invoice date shall be waived and the invoiced amount may not be challenged by Customer.

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Dynamic reserves the right, at its sole discretion, to provide some or all of the Services and charge applicable Fees through an affiliate or subsidiary, based on Customer's official residence.

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4.2 Taxes.

‍The Fees are exclusive of, and Customer will be solely responsible for, all applicable taxes in connection with this Agreement, including any sales, use, excise, value-added, goods and services, consumption, and other similar taxes or duties (but excluding taxes based on Dynamic’s net income). Should any payment for the Services provided by Dynamic be subject to withholding tax by any taxing authority, Customer will reimburse Dynamic for such withholding tax.

5.1 Dynamic Property.

Subject to the limited rights expressly granted to Customer hereunder, Dynamic and its licensors reserve and retain, and as between Dynamic and Customer, and exclusively own, all rights, title, and interest in and to the Dynamic Platform and the Service, including all modifications, derivative works, upgrades, and updates thereto, and all related intellectual property rights therein. For avoidance of any doubt, Dynamic’s (and its licensors’) ownership rights as described hereinabove shall also apply to any modifications or custom features to the Service to be developed by Dynamic specifically for a Customer, whether requested or instructed by the Customer or not, even if the Customer has paid for such modifications (unless Dynamic and Customer have a separate written agreement that specifically states otherwise and references this Section). No rights are granted by Dynamic hereunder other than as expressly set forth herein. If Customer or any Authorized User provides Dynamic with any feedback or suggestions regarding the Service, including without limitations, its usability, performance, interactivity, bug reports, and test results) (the “Feedback”), Customer hereby irrevocably assigns, transfers, and conveys, free of charge, all of its right, title, and interest to such Feedback to Dynamic, and Dynamic shall be the sole, and exclusive owner of such Feedback and shall have the right to make use of such Feedback for any purpose it may deem appropriate without any obligation or compensation to Customer or any Authorized User. For avoidance of doubt, Feedback submitted by Customers constitute Dynamic’s Confidential Information.  

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5.2 Customer Data.

Customer retains all rights, title, and interest in and to the Customer Data. Customer represents and warrants that it possesses all necessary rights and consents, as required by applicable law, to provide the Customer Data to Dynamic in connection with the Service, and that such use will not infringe, violate, or misappropriate any third-party rights, including but not limited to intellectual property rights and privacy rights.

Customer grants to Dynamic and its Affiliates a worldwide, non-exclusive, license to access, use, copy, distribute, perform, and display Customer Data, and provide necessary access to third-party service providers acting on Dynamic’s behalf, such as Dynamic’s hosting services provider, only: (a) as necessary to provide, maintain, monitor, analyze, improve, promote, protect, document and update the Service in a manner that is consistent with this Agreement and Dynamic’s Privacy Policy;  (b) to prevent or address service or technical problems or at Customer's request in connection with support matters; (c) as compelled by law; or (d) as expressly permitted in writing by Customer. Subject to the limited licenses granted herein, Dynamic acquires no right, title, or interest under this Agreement in or to any Customer Data.

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5.3 Analyses.

‍Customer acknowledges and agrees that Dynamic may (i) compile statistical and other information related to the performance, operation, and use of the Service, and (ii) collect, use, and analyze information derived from Customer Data in de-identified form to create statistical analyses, to improve and enhance the Service, and for research and development purposes in connection with the Service or any other Dynamic offerings (collectively “Analyses”). Dynamic retains all rights, titles, and interests, including all intellectual property rights, in and to Analyses. For clarity, Analyses do not constitute Customer Data.  

6.1 Definition.

“Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including all copies thereof. Confidential Information of Customer includes Customer Data. Confidential Information of Dynamic includes the Service (including its software and content, other than Customer Data). Confidential Information of each Party also includes the terms of this Agreement. However, Confidential Information will not include any information that: (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party without use of or reliance on the Confidential Information of the Disclosing Party.

Notwithstanding the above, Customer hereby grants Dynamic the right to use Customer’s name, logo, and brand identifiers to identify Customer as a client on Dynamic’s website and in other marketing and promotional materials. Such use shall be in accordance with Customer’s brand guidelines, if provided. Upon Customer’s written request, Dynamic shall promptly remove any such reference from its website and cease further use in new promotional materials.

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6.2 Protection.

‍The Receiving Party will: (a) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care); (b) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; and (c) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of the Receiving Party’s and its Affiliates’ employees, contractors, and agents who need such access for purposes consistent with this Agreement and who are subject to confidentiality obligations at least as restrictive as those herein. The Receiving Party will provide prompt written notice to the Disclosing Party of any unauthorized use or disclosure of the Disclosing Party’s Confidential Information. Upon request of the Disclosing Party during the Term, the Receiving Party will promptly return, or at the Disclosing Party’s option destroy, any or all Confidential Information of the Disclosing Party in the Receiving Party’s possession or under its control.

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6.3 Compelled Disclosure.

‍The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided that the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's expense, if the Disclosing Party wishes to contest the access or disclosure.

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6.4 Data Processing Approvals.

‍Except to the extent otherwise specified in the applicable Order, Customer is solely responsible for providing all necessary notices and obtaining, and represents and covenants that it has obtained or will obtain prior to processing by Dynamic, all necessary consents, licenses, and approvals for the processing of any Customer Data (and any Personal Information) as part of the Service in a manner that is consistent with this Agreement and Dynamic’s Privacy Policy.

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6.5 Regulatory Compliance.

‍Customer may select the Personal Information it elects to process using the Dynamic Platform in its sole discretion; Dynamic has no control over the nature, scope, or origin of, or the means by which Customer acquires, Personal Information processed by the Service. Subject to Section 6.4 above, Dynamic will comply, and will ensure that its employees and subcontractors comply (to the extent such subcontractors process Personal Information), with the requirements of state, federal and national privacy laws and regulations governing Personal Information in Dynamic’s possession or under its control and applicable to Dynamics’s provision of the Service. Customer is solely responsible for (i) ensuring that it complies with any legal, regulatory, or similar restrictions applicable to the types of data Customer elects to process with the Dynamic Platform, and (ii) Customer’s decision not to adopt updates or best practices that Dynamic makes available to Customer.

Dynamic acknowledges that Personal Information may be subject to various privacy and data protection laws in the jurisdictions where Customer and End Users are located. Dynamic will comply with applicable privacy laws in the jurisdictions where it operates, including but not limited to GDPR, CCPA, and other similar laws as applicable to Dynamic's processing of Personal Information. For specific details on how Dynamic processes Personal Information, please refer to Dynamic's Privacy Policy.

7.1 Mutual Representations.

Each Party represents that: (a) it is duly organized, validly existing, and in good standing under its jurisdiction of organization and has the right to enter into this Agreement; (b) the execution, delivery, and performance of this Agreement are within the corporate powers of such Party and have been duly authorized by all necessary corporate action on the part of such Party, and constitute a valid and binding agreement of such Party; (c) the execution, delivery and performance of this Agreement does not and will not contravene or conflict with or constitute a default or violation of any terms of any other agreement to which such Party is a party; and (d) it will comply with all applicable anti-corruption, anti-money laundering, economic and trade sanctions, export controls, and other international trade laws, regulations, and governmental orders in the jurisdictions that apply directly or indirectly to the Services, including, without limitation, with the requirements of the United States Office of Foreign Assets Control (“OFAC”) Sanctions Programs applicable to such Party.

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7.2 Dynamic Warranties.

Dynamic warrants to each Customer that the Service will substantially perform in accordance with the applicable Documentation. If Dynamic breaches any of the foregoing warranties in this Section, Customer’s exclusive remedy and Dynamic’s entire liability will be the correction of the breach, or if Dynamic cannot substantially correct the breach within a commercially reasonable amount of time, Customer may terminate this Agreement and Dynamic will refund to Customer any prepaid fees covering the period remaining in the Term after the effective date of such termination.

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7.3 Customer Warranties.

Customer warrants and represents that it: (a) has obtained and will maintain all rights, consents, and permissions necessary for Customer to access and use the Service, and to make available the Customer Data to Dynamic for its use as contemplated herein, (b) has provided and will continue to provide adequate notices, and that you have obtained and will continue to obtain the necessary permissions and consents, to provide Customer Data to Dynamic for processing pursuant to Section ‎5.2 hereinabove; (c) acknowledges that the internet and telecommunications networks are inherently insecure and that Dynamic will have no liability for any changes to, interception of, or loss of Customer Data while in transit via the internet or a telecommunications provider’s network, (d) acknowledges and agrees that beta offerings (if and when made available by Dynamic) are provided “AS IS” and “as available” with no warranties, and Dynamic will have no liability and no obligation to indemnify for any beta offering whatsoever;  (e) is not engaged in the business of offering illegal or controlled products or services including, without limitation, firearms, explosives, dangerous materials, drugs, pornography, illegal gambling, human trafficking, wildlife trade, products and services derived from endangered or threatened species or other activities which may be considered illegal, dangerous or harmful; (f) is not located, ordinarily resident, organized, established, or domiciled in Cuba, Iran, North Korea, Syria, the Crimea, Donetsk, and Luhansk Regions of Ukraine, or any other country or jurisdiction against which the U.S. maintains comprehensive economic sanctions or an arms embargo, and (g) shall not and will not allow Restricted Persons to use a virtual private network (e.g., a VPN) or other means to inappropriately/evasively access the Dynamic Services or Dynamic Platform.

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7.4 Disclaimer.

EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED TO THE CUSTOMER IN SECTION ‎7.2, AND TO THE EXTENT PERMITTED BY LAW, THE SERVICE, THE DYNAMIC PLATFORM AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND ANY USE IS AT CUSTOMER’S DISCRETION AND RISK. DYNAMIC MAKES NO WARRANTIES OF ANY KIND, AND DYNAMIC EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. DYNAMIC DOES NOT WARRANT THAT THE SERVICE AND THE DYNAMIC PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY CUSTOMER DATA WILL BE ACCURATE OR COMPLETE OR THAT DYNAMIC WILL MAINTAIN ANY DATA WITHOUT LOSS. DYNAMIC SPECIFICALLY MAKES NO AND HEREBY DISCLAIMS ALL, REPRESENTATIONS, WARRANTIES, AND COVENANTS THAT THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS OR ACHIEVE ANY RESULTS.

8.1 Dynamic Indemnification.

Dynamic will defend, indemnify, and hold harmless Customer and its Affiliates from and against any lawsuit or proceeding brought by a third party to the extent alleging that Customer’s use of the Service as permitted hereunder infringes or misappropriates such third party’s intellectual property rights, and Dynamic will indemnify Customer and its Affiliates for any damages and any reasonable attorneys’ fees finally awarded against them arising from such lawsuit or proceeding, subject to the terms set forth in this Agreement. Notwithstanding the foregoing, Dynamic will have no liability under this Section to the extent any such lawsuit or proceeding arises from: (a) Customer Data; (b) Customer’s or any of its Affiliates’ or Authorized Users’ negligence, misconduct, or breach of this Agreement; or (c) any modification or combination of the Service that is not performed or approved by Dynamic or specifically set out in the Documentation.

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8.2 Customer Indemnification.

Customer will defend indemnify, and hold harmless Dynamic and its Affiliates from and against: (a) any lawsuit or proceeding brought by a third party to the extent alleging that any Customer Data infringes, misappropriates, or otherwise violates the rights, including privacy and publicity rights, of any other party, or that Customer’s or any Authorized User’s particular use of the Service violates applicable law; or (b) breach by Customer of the terms set forth in this Agreement. Customer will indemnify Dynamic and its Affiliates for any damages finally awarded against them arising from such lawsuit or proceeding and any reasonable attorneys’ fees.

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8.3 Exclusive Remedy.

This Section 8 states the indemnifying party’s sole liability, and the indemnifying party’s exclusive remedy, for any type of claim described in this Section 8.

9.1 Exclusion of Certain Damages.

IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR LOSS OF DATA OR INACCURATE DATA, FAILURE OF SECURITY MECHANISMS, FINANCIAL LOSSES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

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9.2 Liability Cap.

TO THE EXTENT PERMITTED BY LAW, AND EXCEPT FOR EACH PARTY’S LIABILITY UNDER SECTION ‎4, OR LIABILITY FOR BREACH OF CONFIDENTIALITY OBLIGATIONS UNDER SECTION ‎6, IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY RELATING TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY CUSTOMER TO DYNAMIC HEREUNDER IN THE 12 MONTHS PRECEDING THE DATE ON WHICH THE FIRST CLAIM GIVING RISE TO LIABILITY AROSE.  MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMITATION.

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9.3 Scope.

For the avoidance of doubt, the exclusions and limitations set forth in Section 9.1 and Section 9.2, will apply with respect to all legal theories of liability, whether in contract, tort, or otherwise.  The Parties agree that the exclusions and limitations set forth in Section 9.1 and Section 9.2 allocate the risks between the Parties under this Agreement, and that they have relied on these exclusions and limitations in determining whether to enter into this Agreement.

10.1 Term of the Agreement.

The term of this Agreement commences on the effective date set forth in the Order and, unless earlier terminated in accordance with the terms of this Agreement, will continue for the "Initial Term" specified in the Order (the "Initial Term"). THEREAFTER, THIS AGREEMENT WILL AUTOMATICALLY RENEW FOR SUCCESSIVE ADDITIONAL PERIODS OF THE SAME DURATION (EACH, A "RENEWAL TERM") UNLESS EITHER PARTY PROVIDES THE OTHER PARTY WITH WRITTEN NOTICE OF NON-RENEWAL AT LEAST 30 DAYS PRIOR TO THE EXPIRATION OF THE INITIAL TERM OR THE THEN-CURRENT RENEWAL TERM. CUSTOMER UNDERSTANDS THAT UNLESS THE AGREEMENT IS CANCELED AT LEAST 30 DAYS BEFORE THE END OF THE INITIAL TERM OR RENEWAL TERM, THE SUBSCRIPTION WILL AUTOMATICALLY RENEW AND CUSTOMER AUTHORIZES DYNAMIC (WITHOUT FURTHER NOTICE) TO COLLECT THE THEN-APPLICABLE FEE AND ANY TAXES FOR THE RENEWAL TERM, USING ANY BILLING INFORMATION DYNAMIC HAS ON RECORD FOR CUSTOMER.

Price Changes for Renewal Terms. Customer acknowledges and agrees that Dynamic may modify the fees for each Renewal Term. Dynamic will provide Customer with written notice of any fee modifications at least thirty (30) days prior to the expiration of the Initial Term or the then-current Renewal Term, as applicable. Such notice will clearly indicate the new pricing structure and will be sent to Customer's designated billing contact via email. If Customer does not agree to the modified fees, Customer's sole remedy is to provide written notice of non-renewal as specified above. Continued use of the Service after the commencement of the Renewal Term constitutes acceptance of the modified fees.

The Initial Term and each Renewal Term, if any, are collectively referred to herein as the "Term."

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10.2 Termination for Cause.

Dynamic or Customer may terminate this Agreement effective after written notice via e-mail, first class mail, or overnight mail if the other Party materially breaches this Agreement and fails to cure such breach within the applicable cure period. If the breach involves a failure to pay fees, the cure period shall be ten (10) days from notice. If the breach involves a data security incident or violation of acceptable use policies, Dynamic may suspend service immediately and terminate if not cured within five (5) business days. For all other material breaches, the cure period shall be thirty (30) days. Notice is effective upon receipt by Dynamic.

Upon any termination for cause by Customer, Dynamic will, within thirty (30) days, refund Customer a pro-rated portion of any prepaid fees covering the period remaining in the Term after the effective date of such termination, calculated on a monthly basis. Upon any termination for cause by Dynamic, Customer will promptly pay Dynamic any unpaid fees covering the period remaining in the Term after the effective date of such termination.

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10.3 Suspension.

Dynamic may suspend Customer’s or any or all Authorized Users’ access to the Service, in whole in part, if: (a) Customer or any Authorized User is using the Service in violation of this Agreement or any applicable law; (b) Customer’s or any Authorized Users’ systems or accounts have been compromised or unlawfully accessed; (c) suspension of the Service is necessary, in Dynamic’s reasonable discretion, to protect the security of the Service or the infrastructure of Dynamic or its Affiliates; (d) suspension is required by applicable law; or (e) any fees owed by Customer (excluding amounts disputed in reasonable and good faith) are 30 days or more overdue.

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10.4 Effects of Termination.

In no event will any termination of this Agreement relieve Customer of its obligation to pay any fees incurred to Dynamic for the period of time prior to the effective date of such termination. Upon any termination or expiration of this Agreement for any reason whatsoever, (a) all rights granted to Customer under this Agreement will immediately cease; (b) Customer and all Authorized Users must immediately cease all use of the Service, remove all the Dynamic Platform and all related Dynamic software, tools, and APIs from Customer's systems, (d) and discontinue representing any relationship with Dynamic to End Users or any third parties.

Upon any termination of this Agreement and the Disclosing Party's request, the Receiving Party will promptly return, or at the Disclosing Party's option destroy, any or all Confidential Information of the Disclosing Party in the Receiving Party's possession or under its control.

Upon termination, Customer will have thirty (30) days to request an export of Customer Data in a standard format determined by Dynamic. After this period, Dynamic reserves the right to permanently delete all Customer Data from its systems.

‍10.5 Transition Assistance.

Upon Customer's written request within thirty (30) days of termination, Dynamic will provide reasonable transition assistance to facilitate Customer's migration to another service provider at Dynamic's then-current professional services rates, subject to payment of all outstanding fees.

10.6 Survival.

The sections titled “Protection of Customer Data,” “Fees,” “Proprietary Rights,” “Confidentiality,” “Indemnification,” “Limitation of Liability,” “Termination for Cause,” “Effects of Termination,” “Survival,” and “General Provisions” will survive any termination of this Agreement.