Terms & Conditions — OnchainLabs

1. General

These Terms and Conditions (“Terms”) become part of any contract (“Agreement”) between you (“you”, “yours” or “User”) and Onchain Technologies AG (“OnchainLabs”, “we”, “our” or “us”) provided we made these Terms accessible to you before entering into the Agreement and you consent to these Terms. Onchain Technologies AG (CHE-295.245.185), Dammstrasse 16, 6300, Zug, SWITZERLAND, develops and operates OnchainLabs Web3 SaaS (hereinafter «OnchainLabs Web3 SaaS» or «platform») and, as part of this, the Engage Portal (hereinafter «Engage Portal» or «wallet»).

The Agreement is concluded using OnchainLabs Web3 SaaS and Engage Portal, subject to these Terms. Our Services are only permitted to legal entities, partnerships, and natural persons with unlimited legal capacity. Using any part of OnchainLabs Web3 SaaS and/or Engage Portal, the User accepts these Terms and Conditions and confirms that they have the right and capacity to enter into this Agreement.

Using the OnchainLabs Web3 SaaS and website requires that the user consents to the following General Terms and Conditions (hereinafter «GTC» or «Terms») which govern your access to and use of OnchainLabs website(s), our APIs, platform, wallet, and any other software, tools, features, or functionalities provided on or in connection with our services; including without limitation using our services to create digital twins with NFTs within our SaaS (collectively, the «Service»). «NFT» in these Terms means a non-fungible token or similar digital item implemented on a blockchain, which uses smart contracts to link to or otherwise be associated with certain content or data. Details of the collection, processing, and use of personal data are described in the Privacy Policy for OnchainLabs.

OnchainLabs provides a Web3 SaaS solution for businesses and brands. As part of this, we offer a non-custody wallet for our clients to manage their digital assets. We do not have custody or control over the NFTs, tokens, or blockchains you are interacting with, and we do not execute or effectuate purchases, transfers, or sales of NFTs. OnchainLabs only provides the interfaces to visualize blockchain data and process trades or purchases. To use our Service, you must use our non-custody wallet, which allows you to engage in transactions on the blockchains.

OnchainLabs is not a party to any agreement between users. You are responsible for verifying the identity, legitimacy, and authenticity of NFTs or tokens you purchase from third-party sellers using the Service. We make no claims about the identity, legitimacy, functionality, or authenticity of users, NFTs, or Tokens (and any content associated with such NFTs or tokens) visible on the Service.

Because we have a growing number of services, we sometimes need to provide additional terms for specific services (and such services are deemed part of the «Service» hereunder and shall also be subject to these Terms). We reserve the right to change these terms without giving reasons while considering and weighing your interests. If OnchainLabs changes these terms, OnchainLabs will update the amended terms on the website and in the OnchainLabs Web3 SaaS. OnchainLabs will notify users thirty days before the changes. If a user disagrees with the amended terms, they may terminate the account immediately and free of charge.

To use OnchainLabs Web3 SaaS or Engage Portal, the user must enter the platform via our webpage or via the integration made available on their own location (e.g., their personal and/or company webpage).

2. Meaning of terms used in this agreement

“Blockchain” means a mathematically secured consensus ledger, such as the Ethereum Virtual Machine, an Ethereum Virtual Machine-compatible validation mechanism, or other decentralized validation mechanisms.

“Transaction” means changing the data set through a new entry in the continuous Blockchain.
“Smart Contract” means a piece of source code deployed as an application on the Blockchain that can be executed, including self-executing Transactions and executions triggered by third parties.
“NFTs,” or Non-fungible tokens, are unique digital tokens that represent proof of ownership of a tangible or intangible asset (or both). Each NFT's metadata and identification code is unique, so no two are identical. Thus, NFTs are not interchangeable.
“Token” is a cryptographically secured digital representation of value or contractual rights (including rights to a digital or physical asset) that uses distributed ledger technology, which can be purchased, sold, stored, and traded electronically. Tokens are, by definition, not unique and, accordingly, are interchangeable.
“Wallet” means a cryptographic solution permitting you to visualise cryptographic blockchain-assets by correlation of a (i) Public Key and (ii) a Private Key, or a Smart Contract to receive, manage, and send Tokens.
“Recovery Phrase” means a series of secret words that generate one or more Private Keys and derived Public Keys.
“Public Key” refers to a unique sequence of numbers and letters within the Blockchain that distinguishes the network participants from each other.
“Private Key” means a unique sequence of numbers and/or letters required to initiate a Blockchain Transaction and should only be known by the legal owner of the Wallet.

3. Services offered and Usage rights between Users and OnchainLabs

Our services (“Services”) primarily enable users to build Web3 use cases using our Web3 SaaS and to create their Engage Portal Accounts and ongoing interaction with it on the Blockchain. OnchainLabs grants the users the rights to use OnchainLabs Web3 SaaS and Engage Portal under the conditions outlined in the limited software warranty and license agreement for end users of OnchainLabs Web3 SaaS, which the user must accept to use OnchainLabs services. The said limited software warranty and license agreement for end users of OnchainLabs Web3 SaaS shall be considered an integral part of these Terms and Conditions.

“OnchainLabs Web3 SaaS”

In particular, OnchainLabs grants the user access to its Web3 SaaS, including different services that may be updated over time as additional features are added or removed. OnchainLabs Web3 SaaS offers different use cases that can be integrated with brands and businesses (e.g., Loyalty program, proof of authenticity, digital product passport, and more) and other modules supporting customer engagement. An integral part of the services offered is the creation of NFTs and/or tokens and the non-custodial Engage Portal.

The user agrees that any software OnchainLabs provides may automatically download and install upgrades, updates, or other new features and regularly send log information to OnchainLabs. These updates and upgrades are designed to improve and enhance OnchainLabs Web3 SaaS and can include bug fixes and new modules. Some of the functionalities of OnchainLabs Web3 SaaS let the user create, upload, post, send, share, receive, and store content. When a user is doing that, they keep the ownership rights they had in the content to begin with, but grant OnchainLabs a non-exclusive, royalty-free and fully paid, worldwide license, with the right to grant sublicenses, to reproduce, distribute, host, display, and otherwise use the content to operate, develop, provide and improve the Services, research and develop new ones, and use it as described in the Privacy Policy.

You will need the non-custodial Engage Portal to access the Service for the functionalities relating to NFTs. Your account on OnchainLabs will be associated with the Engage Portal, and the NFTs for the blockchain address of that wallet will be displayed (and, if applicable, any content related to such NFTs). You are solely responsible for keeping your wallet secure, and you should never share your wallet credentials or seed phrase with anyone. Due to the nature of a non-custodial wallet, if you lose access to any of your credentials, we cannot help you recover your assets. We also cannot manage or influence any transactions you may or may not make using the Engage Portal. Accordingly, any funds transferred or not transferred cannot be rectified or reversed by us.

The user is responsible for everything they publish through OnchainLabs Web3 SaaS and assumes all associated risk, including anyone else’s reliance on its accuracy or legal claims that might stem from publication. By publishing content, the user represents that they have the necessary rights to publish and share that material, that doing so does not conflict with any licenses, and that to the best of the user’s knowledge, the content published is not intentionally misleading. Furthermore, the user does not share any links through OnchainLabs that may lead to indirect copyright infringement or circumvention of copyright.

OnchainLabs may review, screen, and delete a user’s content at any time if it reasonably believes that the user has violated these Terms and Conditions. The user is responsible for sharing and sending content through OnchainLabs SaaS and backing up that content.

“Engage Portal Account”

An Engage Portal Account is a modular, self-custodial (i.e., not accessible by us), decentralized wallet. It is available for integration with third parties (e.g., Wallet-as-a-service).

A decentralized and non-custodial wallet means that OnchainLabs never gains access to your wallet's private key or mnemonic phrase. The entire process occurs on your device, ensuring maximum security and privacy, and you are the sole person controlling access. You can always move your private key and mnemonic phrase to another wallet provider.

“Engage Portal App”

You may access your Engage Portal Accounts using the Engage Portal web app or any other app provided by OnchainLabs in the future. The Engage Portal App may be used to manage your personal digital assets on various blockchains when you connect an Engage Portal Account with third-party services (as defined below) or directly on OnchainLabs’ Engage Portal website. The Engage Portal App provides certain features that may be amended occasionally.

“Third-Party Apps”

The Web3 SaaS, as well as the Engage Portal, allows you to connect OnchainLabs Accounts to third-party applications (“Third-Party Apps”) and use third-party services such as from the decentralized finance sector, DAO Tools, or services related to NFTs (“Third-Party Services”) and/or Tokens. The Third-Party Apps are integrated into the user interface of the Engage Portal via inline framing. Alternatively, the Third-Party Apps are integrating the Engage Portal interface via their inline framing technology. Certain Third-Party Apps may choose a visually customized version of the Engage Portal (Wallet As A Service) to provide a more seamless user experience. The provider of the Third-Party App and related Third-Party Service is responsible for the operation of the service and the correctness, completeness, and actuality of any information provided therein. We make a pre-selection of Third-Party Apps that we show in the Engage Portal or choose to integrate the wallet with. However, we only perform a rough triage in advance for obvious problems and functionality regarding loading time and transaction resolution capability. Accordingly, in the event of any (technical) issues concerning the Third-Party Services, the user must only contact the respective service provider directly. The terms of service, if any, shall be governed by the applicable contractual provisions between the User and the respective provider of the Third-Party Service. Accordingly, we are not liable for a breach of contract, damage, or loss related to using such Third-Party Service.

4. The Services Do Not Consist Of

Our Services do not consist of:

Activities regulated by the Swiss Financial Supervisory Authority or any other regulatory agency in any jurisdiction;
Coverage underwritten by any regulatory agency’s compensation scheme;
Custody of your recovery details, NFTs, Tokens, or the ability to remove or freeze your Tokens, i.e., an Engage Portal Account is a self-custodial wallet;
The storage or transmission of fiat currencies;
Back-up services to recover your Recovery Phrase or Private Keys, for whose safekeeping you are solely responsible; OnchainLabs has no means to recover your access to your Tokens when you lose access to your Engage Portal Account;
Any form of legal, financial, investment, accounting, tax, or other professional advice regarding Transactions and their suitability to you;
The responsibility to monitor authorized Transactions or to check the correctness or completeness of Transactions before you authorize them.

5. Need to Know About Third-Party Services

We allow you to interact through our system and account with Third-Party Services. Any activities you engage in, or services you receive from a third party are directly between you and that third party. The conditions of service provisions, if any, shall be governed by the applicable contractual provisions between you and the respective provider of the Third-Party Service.

The Services rely partly on third-party and open-source software, including the Blockchain, and their continued development and support. However, there is no assurance or guarantee that those third parties will continue to support their software or that open-source software will continue to be maintained. This may adversely affect the Services.

This means specifically:

We do not have any oversight over your activities with Third-Party Services; therefore, we cannot and do not make any representation regarding their appropriateness and suitability for you.
We do not host, own, control, or maintain third-party services. We also do not participate in the Transaction and will not and cannot monitor, verify, censor, or edit the functioning or content of any Third-Party Service.
We have not conducted any security audit, bug bounty, or formal verification (whether internal or external) of the Third-Party Services.
We have no control over, do not recommend, endorse, or otherwise take a position on the integrity, functioning of, content, and your use of Third-Party Services, whose sole responsibility lies with the person from whom such services or content originated.
When you access or use Third-Party Services, you accept that there are risks and that you alone assume any such risks when choosing to interact with them. We are not liable for any errors or omissions or any damages or losses you might suffer by interacting with those Third-Party Services.
You know of the inherent risks of cryptographic and Blockchain-based systems and the high volatility of Token markets. Transactions undertaken in the Blockchain are irrevocable and irreversible, and there is no possibility of refunding the tokens that have been deployed.
You should read the license requirements, terms, and conditions, as well as the privacy policy of each Third-Party Service or use. Certain Third-Party Services may involve complex Transactions that entail a high degree of risk.
If you contribute integrations to Third-Party Services, you are responsible for all content you contribute in any manner, and you must have all rights necessary to do so in the manner you contribute it. You are responsible for all your activities with any such third-party service.
Your interactions with persons found on or through the Third-Party Service, including payment and delivery of goods and services, financial transactions, and any other terms associated with such dealings, are solely between you and such persons. You agree that we shall not be responsible or liable for any loss or damage of any sort incurred due to such dealings.
If there is a dispute between you and the Third-Party Service provider or/and other users of the Third-Party Service, you agree that we are under no obligation to become involved. Suppose you have a dispute with one or more other users. In that case, you release us, our officers, employees, agents, contractors, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services.

6. Fees for the Services

Using the Web3 SaaS, an Engage Portal or third-party services may incur fees, including network fees, as indicated in the respective platform. OnchainLabs has no control over the fees charged by the Third-Party Services. OnchainLabs may change its fee at any time. Price changes will be communicated to the User in due time before taking effect. The User is only entitled to offset and/or assert retention rights if his counterclaims are legally established, undisputed, or recognized by OnchainLabs.

7. Privacy, Data Protection, and Security

OnchainLabs' Privacy Policy, which can be found here, governs the storage, use, and security of all personal data and collected user information.

7.1. Responsibility for the security of your Private Keys, Recovery Phrase, or other credentials

We are not responsible for securing your Private Keys, Recovery Phrases, credentials, or other means of authorizing your wallet(s).

You must own and control any wallet you use in connection with our Services. You are responsible for implementing all appropriate measures to secure it, including any Private Key(s), Recovery Phrase, credentials, or other means of authorization necessary to access such storage mechanism(s).

We're sorry for any liability for security breaches or other acts or omissions that result in your loss of access to or custody of any cryptographic assets stored on our servers.

7.2. Viruses, Bugs, and Security Vulnerabilities

We endeavor to provide our Service free from material bugs, security vulnerabilities, or viruses. You are responsible for configuring your information technology and computer programs to access our Services and use your virus protection software. Please let us know if you know of any exploits, bugs, or vulnerabilities. You must not misuse our Services by knowingly introducing malicious or technologically harmful material. If you do, your right to use our Services will cease immediately.

7.3. Events outside our control

We may update and change our Services from time to time. We may suspend, withdraw, or restrict the availability of all or any part of our Services for business, operational, or regulatory reasons or because of a Force Majeure Event at no notice.

A “Force Majeure Event” shall mean any event, circumstance, or cause beyond our reasonable control, which prevents, hinders, or delays the provision of our Services or makes their provision impossible or onerous, including, without limitation:

Natural disasters such as flood, storm, drought, earthquake or other;
Epidemic or pandemic (for the avoidance of doubt, including the 2020 Coronavirus Pandemic);
Terrorist attack, hacking or cyber threats, civil war, civil commotion or riots, war, the threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
Equipment or software malfunction or bugs including network splits or forks or unexpected changes in the Blockchain, as well as hacks, phishing attacks, distributed denials of service, or any other security attacks;
Nuclear, chemical, or biological contamination;
Any law statutes, ordinances, rules, regulations, judgments, injunctions, orders, and decrees or any action taken by a government or public authority, including, without limitation, imposing a prohibition or failing to grant a necessary license or consent;
Collapse of buildings, breakdown of plant or machinery, fire, explosion, or accident; and
Strike, industrial action, or lockout.

We shall not be liable or responsible to you, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in the provision of the Services or the performance of this Agreement, if and to the extent such failure or delay is caused by or results from or is connected to acts beyond our reasonable control, including the occurrence of a Force Majeure Event.

8. Termination

8.1. Termination or Limitation of your rights to use our Services

We may terminate the Agreement and refuse access to the OnchainLabs services at any time, giving 30 days’ prior notice. The right of the parties to terminate the Agreement for cause remains unaffected. If we terminate the Agreement, you may no longer access your OnchainLabs Account via our Services. However, you may continue to access your blockchain-based assets via a third-party wallet provider using your Recovery Phrase and Private Keys.

We reserve the right to limit the use of the OnchainLabs Web3 SaaS to a specified number of users if necessary to protect or ensure the stability and integrity of the Services. We can only limit access to the Services. Will we be unable to restrict or block access to or transfer your funds without your consent?

8.2. Termination of your Agreement with us

You may terminate the Agreement at any time without notice.

9. Licences and Access

All intellectual property rights in OnchainLabs Accounts and the Services worldwide belong to us as owners or our licensors. Nothing in these Terms gives you any rights concerning any intellectual property owned by us or our licensors, and you know that you do not acquire any ownership rights by using the OnchainLabs Web3 SaaS and Engage Portal.

If you are a consumer, we grant you a simple, limited license to, but do not sell to you, the Services you download, solely for your own personal, non-commercial use. The User may not sell, rent, lease, assign, distribute, copy, modify, or host any part of OnchainLabs' services. As well, the user cannot adapt, merge, do derivative works of, disassemble, decompile, reverse compile, attempt to discover the source code, or reverse engineer any part of OnchainLabs Web3 SaaS, except to the extent these restrictions are expressly prohibited by applicable law.

10. Modification

Without limiting your mandatory warranties, we provide the Services to you “as is” and “as available” about the merchantability, fitness for a particular purpose, availability, security, title, or non-infringement.

If you use the OnchainLabs services via a web browser, the strict liability of OnchainLabs for damages for defects existing at the time of conclusion of the contract is precluded.

The foregoing provisions will not limit OnchainLabs' liability.

We reserve the right to change the format and features of the Services by making any updates available for download or, where your device settings permit it, automatically delivering updates. OnchainLabs may add or remove functionalities and/or features to OnchainLabs SaaS at any time without giving notice to the user.

You are not obliged to download the updated Services. Still, we may cease to provide and/or update prior versions of the Services, and, depending on the nature of the update, in some circumstances, you may not be able to continue using the Services until you have downloaded the updated version.

We may cease to provide and/or update content on the Services, with or without notice to you, if doing so improves the Services we provide to you or if we need to do so for security, legal, or any other reason.

11. What you agree, warrant, and represent

By using our Services, you hereby agree, represent, and warrant that:

You have read and understood these Terms and agree to be bound by them.
Your usage of our Services is legal under the laws of your jurisdiction or any other authority to which you may be subject.
You won’t use the Services or interact with the Services in a manner that violates any law or regulation, including, without limitation, any applicable export control laws.
You understand the functionality, usage, storage, transmission mechanisms, and intricacies of NFTs, Tokens, Wallets, and Blockchains.
You understand that Transactions on the Blockchain are irreversible and may not be erased and that your OnchainLabs and Engage Portal Account address and Transactions are displayed permanently and publicly.
You will comply with any applicable tax obligations in your jurisdiction arising from using the Services.
You will not misuse or gain unauthorized access to our Services by knowingly introducing viruses, cross-site scripting, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to affect our Services adversely and that in the event you do so or otherwise attack our Services, we reserve the right to report any such activity to the relevant law enforcement authorities, and we will cooperate with those authorities as required.
You won’t access without authority, interfere with, damage, or disrupt any part of our Services, any equipment or network on which our Services is stored, any software used in the provision of our Services, or any equipment or network or software owned or used by any third party.
You won’t use our Services for activities that are unlawful or fraudulent or have such purpose or effect or otherwise support any activities that breach applicable local, national, or international law or regulations.
You won’t use our Services to store, trade, or transmit Tokens or NFTs that are proceeds of criminal or fraudulent activity.
You understand that the Services and the underlying Blockchain are in an early development stage, and we accordingly do not guarantee an error-free process and give no price or liquidity guarantee.
You are using the Services at your own risk.

For more detailed information, please see our License & Warranty page.

12. Tax Liabilities

You are solely responsible for deciding if your use of the Services has tax implications, in particular income tax and capital gains tax relating to the purchase or sale of Tokens, for you. By using the Services, you agree not to hold us liable for any tax liability associated with or arising from the operation of the Services or any other action or transaction related thereto.

13. Additional Terms for specific functionalities/features

If OnchainLabs describes additional terms for certain specific functionalities/features, those additional terms shall be considered as integral part of these Terms and Conditions and shall prevail in any case of conflict.

14. Indemnity

The user agrees to defend, indemnify and hold harmless OnchainLabs, its directors, officers, employees, affiliates, agents and suppliers from and against any claims, suits, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) brought by third parties resulting from or relating to: (i) the use of OnchainLabs service; (ii) the user’s content; or (iii) the user’s violation of these Terms and Conditions. OnchainLabs reserves the right, at the user’s expense, to assume the exclusive defense and control of any matter that the user is required to indemnify, and the user agrees to cooperate with OnchainLabs' defense of these claims. The User agrees not to settle any matter without OnchainLabs' prior written consent.

15. Rights under this Agreement

Should individual provisions of these Terms be or become invalid or unenforceable in whole or in part, this shall not affect the validity of the remaining provisions. The statutory provision shall replace the invalid or unenforceable provision. If there is no statutory provision or if the statutory provision would lead to an unacceptable result, the parties shall enter negotiations to replace the invalid or unenforceable provision with a valid provision that comes as close as possible to the economic purpose of the invalid or unenforceable provision.

Our failure to exercise or enforce any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy.

Unless it expressly states otherwise, this Agreement does not give rise to any third-party right that may be enforced against us.

We are entitled to transfer our rights and obligations under the Agreement in whole or in part to third parties with a four-week notice period. In this case, you can terminate the Agreement without notice.

You won't be able to assign this Agreement to any third party without our express prior written consent.

All covenants, agreements, representations, and warranties made in this Agreement shall survive your acceptance of it and its termination.

16. Miscellaneous

These GTCs may be modified from time to time as described. If changes are made that will substantially alter the user’s rights, we will notify our users. The user agrees to accept any changes or revisions to these Terms by continuing to use OnchainLabs' services. By continuing to access or use the Service, you confirm your acceptance of the revised Terms and all of the terms incorporated by reference, effective as of the date these Terms are updated. It is your sole responsibility to review the Terms from time to time to view such changes and to ensure that you understand the terms and conditions that apply when you access or use the Service.

The Agreement, including these Terms, shall be governed by Swiss law. The application of the UN Convention on Contracts for the International Sale of Goods is excluded. For consumers domiciled in a European country other than Switzerland, the mandatory provisions of the consumer protection laws of the member state in which the consumer is domiciled shall also apply, provided that these are more advantageous for the consumer than the provisions of the Swiss law.

These Terms constitute the entire agreement between you and us in relation to the Agreement’s subject matter. It replaces and extinguishes any and all prior agreements, draft agreements, arrangements, warranties, statements, assurances, representations, and undertakings of any nature made by, or on behalf of, either of us, whether oral or written, public or private, in relation to that subject matter.