Standard Terms Template

1. Template status

Standard terms template. This page is provided for procurement review and diligence planning. It is not binding until incorporated into a signed agreement with Philidor Labs LLC.

A signed order form, master services agreement, data processing addendum, or negotiated amendment controls if it conflicts with this template.

2. Service description

Philidor provides data, analytics, risk scoring, dashboards, API access, documentation, alerts, and related support for on-chain risk monitoring and institutional research.

The services do not include custody, brokerage, trading, investment management, token issuance, payment transmission, or execution of customer transactions unless expressly stated in a signed agreement.

3. Acceptable use

Customers may use the services for internal research, diligence, monitoring, integration, reporting, and other permitted business purposes described in the applicable agreement.

Customers may not abuse rate limits, probe or bypass security controls, scrape or redistribute data outside the licensed scope, submit malicious traffic, interfere with service operation, violate sanctions or export controls, or use the services for unlawful activity.

4. Data handling and confidentiality

Philidor designs its services to minimize personal information. The platform primarily processes public blockchain data, protocol metadata, API usage metadata, customer account records, and communications submitted by customers.

Confidential information exchanged for commercial diligence, integration, support, or security review should be protected under the confidentiality terms in the signed agreement. Security, privacy, retention, and data processing obligations can be documented in a data processing addendum when required.

5. Intellectual property

Philidor retains ownership of its software, models, methodology, documentation, APIs, designs, trademarks, and platform technology. Customers retain ownership of their submitted materials and internal business data.

Customer rights to access, use, reproduce, store, and display Philidor outputs are defined in the signed agreement. Redistribution, resale, sublicensing, or publication of Philidor outputs requires written permission unless the agreement states otherwise.

6. Disclaimers

The services and any data, metrics, scores, rankings, alerts, indicators, or other output made available through the services are provided for informational and analytical purposes only.

Nothing in the services constitutes financial, investment, trading, tax, legal, accounting, fiduciary, brokerage, custody, or advisory services. Risk scores are Philidor's proprietary assessments and do not guarantee safety, solvency, liquidity, returns, compliance, availability, or absence of loss.

Customers remain responsible for independent diligence, qualified professional advice, and all capital allocation, trading, treasury, legal, tax, and operational decisions.

7. Limitation of liability

Liability caps, exclusions, damages limitations, remedy structures, and carve-outs are negotiated in the signed agreement. A typical agreement may cap aggregate liability at a defined fee multiple or fee amount and may exclude indirect, consequential, punitive, special, lost-profit, lost-data, and lost-opportunity damages.

Carve-outs for confidentiality, payment obligations, intellectual property misuse, security incidents, gross negligence, willful misconduct, indemnity, or legal compliance should be agreed expressly.

8. Term and termination

The service term, renewal mechanics, notice periods, suspension rights, and termination rights are set in the order form or master agreement.

A standard agreement can include termination for uncured material breach, non-payment, sanctions or compliance risk, security abuse, discontinued service scope, or mutual convenience if the parties agree to that right.

9. Governing law placeholder

Governing law, venue, dispute forum, injunctive relief rights, jury waiver, class-action waiver, and arbitration terms are placeholders until reviewed and agreed in a signed agreement.

A draft may use Wyoming law or another mutually agreed forum, subject to counsel review and customer procurement requirements.

10. Order form controls

Commercial scope should be captured in the order form. The order form can define products, environments, seats, API limits, data rights, support tier, service-level terms, fees, taxes, invoicing, payment timing, implementation work, and customer-specific security obligations.

Prospects can send procurement, security, and legal diligence requests through the normal sales contact channel.