1. Definitions

• 1.1. “Acquirer” means a person who conducts a Transaction through the Platform.
• 1.2. How we use “Applicable Laws” refers to all local, state, national, and international statutes, regulations, ordinances, rules, directives, orders, treaties, and other laws that are applicable to the Agreement, including, to the Project, the Token, or the Transaction.data
• 1.3. “Beta Services” means any service, feature, software, or functionality provided by Onchain Labs that is identified as in an early access, for trial, beta, pre-release, testing, or evaluation stage.
• 1.4. “Blockchain” means a decentralized, distributed digital ledger technology that records transactions across multiple nodes. Transactions are grouped into blocks and added to a continuous chain of records, forming a blockchain. Each block contains a cryptographic hash of the previous block, a timestamp, and transaction data. In this context, a “Blockchain Infrastructure” refers to a third-party blockchain networks or platforms that enable the purchase, transfer, exchange, or storage of tokens. Blockchain Infrastructures are part of the Others.
• 1.5.  “Charges” means the fees applicable to a Transaction, including gas fees, protocol fees, Others fees, and Infrastructure Partners fees. 
• 1.6. “Compliance Procedures” means all appropriate “know your customer”, export control, and anti-money laundering verifications required in accordance with applicable law and regulatory standards. This includes verification of Acquirer’s identity and personal information, as well as tracing of suspicious or irregular operations. Compliance Procedures are entirely outsourced to Transaction Services providers as described hereunder.
• 1.7. “Confidential Information” means information that either one of us or our Affiliates (the “Receiving Party”) that is disclosed by the other Party or its Representatives (the “Receiving Party”), such as source codes, programs, codes, applications and trade secrets.
• 1.8. “Interface” means the Platform interfaces, such as a web page, or section, on which the Project is listed by Onchain Labs, along with any Project Owner Terms.
• 1.9. “IP” means any and all intellectual property whether registered or not, and any rights related there too, including (a) all domestic and foreign patents, including applications, re-examinations, reissues, divisions, renewals, extensions, provisional and continual patents; (b) all trademarks, trade names, service marks, service names, certification marks, brands, logos, domain names and social media identifiers, including those applicable to Projects and Tokens, together with the goodwill associated therewith (the “Marks”); (c) all copyrights, integrated circuits topography; (d) all industrial designs, CAD designs and works protected by copyright, including computer software, Tokens, algorithms, source code, computer programs, documentation, designs, schematics, specifications or records; (e) any inventions (whether or not patentable); and (g) all proprietary and Confidential Information including technical data, trade secrets, ideas, formulas, algorithms, methods, techniques, processes, research and development and technology know-how, databases, data compilations and collections and technical data. IP includes all registrations, applications, common-law rights and moral rights, however, denominated, throughout the world and in all media now known, and all rights to sue at law or in equity for any past infringement or other impairment of any and all of the foregoing, including the right to receive all proceeds and damages therefrom, where applicable at law. 
• 1.10. “Merchant of Record” means the third-party payment processor that handles and process payment card data and Fiat Currency transactions through the Platform. They are responsible for Compliance Procedures as described in the Transaction Terms.  
• 1.11. “MiCAR” means EU’s Markets in Crypto-Assets regulation (Regulation (EU) 2023/1114).
• 1.12. “Order” means any document, including but not limited to a purchase order, web order, written order, quote, order form, statement of work, or any other record, whether digital or physical (including web pages), that specifies the details of the Services to be provided. Such details may include the scope of Services, Subscription Term, Subscription Fees, and any other relevant terms or conditions agreed upon between the parties.
• 1.13. “Others” means any personal, individuals, entities or systems outside our direct control, including; (a) decentralized exchanges (“DEXs”), liquidity providers, yield farms, lending platforms, stable coin providers, oracle providers, Wallet providers, payment processors, blockchain networks or other third parties involved in a Transaction (“Infrastructure Partners”); (b) any of your service providers, or third parties, including any third party integrated with or otherwise used in conjunction with the Platform and (c) any Tokens made available in relation to the Services, including as a payment method to complete a Transaction and any person controlling such Tokens (a “Token Issuer”). “Others” shall not be interpreted as including service providers and sub-processors of Onchain Labs. The Infrastructure Partners include those part of the Onchain Payment Network (“OPN”) used Transaction Workflows.
• 1.14. “Permitted Purposes” means the access and use of the Platform to orchestrate and facilitate Transactions, including by configuring Transaction Workflows, or otherwise access and use as reasonably intended by the Documentation. For the avoidance of doubts, the Permitted Purposes exclude any use of the Platform in relation or as part of Restricted Business Activities.
• 1.15. “Platform” means a decentralized, on-chain payment platform that allows Acquirers to purchase or exchange Tokens, including in fiat currencies, through shareable on-ramp links.
• 1.16. “Project” means the project related to a Token listed for Trade on the Platform. 
• 1.17. “Project Owner” means the individual or entity that lists Tokens for Trade on the Platform, representing the Project listed on the Platform. 
• 1.18. “Project Owner Terms” means any additional terms and conditions applicable to a Transaction and published through the Platform. 
• 1.19. “Representatives” means any affiliates, subsidiaries, licensors, suppliers, vendors, employees, directors, officers, and distributors of either party.
• 1.20. “Restricted Business Activities” means any business or activity that is listed by Onchain Labs online at https://www.onchainramp.com/restricted-business-activities-list as modified from time to time.
• 1.21. “Services” means the services provided in relation to the Platform to the Project Owner during the Subscription Term, including, featuring the Project in the Platform, facilitating Transactions with Acquirers through the Platform, and any other services included in an Order.
• 1.22. “Subscription Fees” means the fees due by Project Owner for the Services, as indicated in an Order. The Subscription Fees are in addition to any Transaction Fees.
• 1.23. “Subscription Term” means the duration of the Services, including for the display of the Project, which is an initial duration of 1 month. Subscription Term also includes subsequent month-to-month automatic renewals.  
• 1.24. “Taxes” means any tax, levy, duty, tariff, impost, deduction, charge, rate, compulsory loan or withholding, which is levied or imposed by a government authority and any related interest, penalty, charge, fee or other amount, that arises out of or in connection with a Transaction, or otherwise, in connection with the Agreement, including sales, use, excise, value-added, and withholding taxes.
• 1.25. “Token Price” means the cost of Trading the Tokens as part of a Transaction, excluding any Transaction Fees, Charges and Taxes.
• 1.26. “Token” means the digital asset, cryptocurrency, token, virtual currency or other cryptographic asset which is made available through the Platform in relation to a Project, and which can be Traded by Acquirers through the Platform. 
• 1.27. “Trade” means to trade, exchange, purchase, acquire, transfer, or license a Token as part of a Transaction, and pursuant to these Terms.  
• 1.28. “Transaction Cost” means the Transaction Fees, the Charges, and the Token Price.
• 1.29. “Transaction Fees” means the transaction charged by Onchain Labs for each Transaction. For clarity, the Transaction Fees do not include the Charges. The Transaction Fees are as published from time to time: https://www.onchainramp.com.
• 1.30. “Transaction Terms” means the terms and conditions that apply by default between the Acquirer, Onchain Labs and, where applicable, the Project Owner for any Transactions. Transaction Terms are available at https://www.onchainramp.com, as modified from time to time.
• 1.31. “Transaction Workflows” means a workflow allowing the Transaction of the Tokens on the Platform, either as a default configuration, or as a result of Project Owner’s configurations.
• 1.32. “Transaction” means a transaction conducted on the Platform in which the Acquirer Trades a Token in exchange for a payment, either another Token, or Fiat currency. The Transaction is executed by the Platform through Transaction Workflows. An example of a Transaction is an Acquirer Trading a Token in exchange for other Tokens in the Acquirer’s connected Wallet. 
• 1.33. “Wallet” means a digital wallet that can be used in relation to Transactions, including to store, exchange and transfer Tokens. 

2. Services

• 2.1. Services. Onchain Labs will provide the Services to the Project Owner during the Subscription Term, including, featuring the Project Owner in the Platform, facilitating Transactions with Acquirers through the Platform, and any other services included in an Order. Onchain Labs will deploy commercially reasonable efforts to provide the Services in accordance with the documentation it makes available to customers from time to time.
• 2.2. Beta Services.  Beta Services are offered for the purpose of testing and providing Feedback and may be subject to limited availability, reduced functionality, or unexpected performance issues. The Beta Services are provided “as-is”, without warranties of any kind, and Onchain Labs reserves the right to modify, suspend or discontinue the Beta Services at any time, without or without prior notice. 
• 2.3. Availability. We will use commercially reasonable efforts to ensure Platform availability. However, we do not guarantee uninterrupted Services, and we are not responsible for losses due to downtime, system maintenance, or disruptions caused by Others.
• 2.4. Technical Support. If you have technical issues, please consult our reach out to help@onchainlabs.org. You can also reach out to us via live chat or email, as indicated in the Documentation. We usually respond within 24 hours to technical support requests, depending on availability.

3. Transactions

• 3.1. Transaction Cost. For each Transaction, the Acquirer pays for the Charges, the Transaction Fees, and the Token Price. The Token Price is determined by supply and demand on the free market and is made available to Acquirers for reference on the Platform.
• 3.2. Transaction Fees. The Transaction Fees are applied automatically for each Transaction through the Platform and paid by Acquirer. We can modify the Transaction Fees from time to time by providing you a prior notice of 10 days. 
• 3.3. Charges. The Charges are applied to each Transaction and paid by Acquirers through the Transaction Workflows, including to Others such as Infrastructure Providers. The Charges are non-reimbursable, and non-cancellable under any circumstances due. We do not control the Charges, and Others, including Infrastructure Partners, can modify the Charges from time to time.
• 3.4. Transaction Terms. By using the Services, you acknowledge and agree that the Transaction Terms apply to every Transaction conducted on or through the Platform. These terms govern the relationship between you, us and Acquirers. 
  
  WE ARE NOT RESPONSIBLE FOR ENSURING THAT TRANSACTIONS, WHETHER CONDUCTED UNDER THE TRANSACTION TERMS OR ANY PROJECT OWNER TERMS, COMPLY WITH ANY PARTICULAR REGULATORY, SECURITIES, TAX, OR OTHER LEGAL REQUIREMENTS. YOU AGREE THAT COMPLIANCE WITH ALL APPLICABLE LAWS AND REGULATIONS IS THE SOLE RESPONSIBILITY OF THE PROJECT OWNER AND ACQUIRER. WE DISCLAIM ANY LIABILITY ARISING FROM NON-COMPLIANCE WITH SUCH LAWS, AND PROJECT OWNERS AND ACQUIRERS ARE ADVISED TO CONSULT THEIR OWN LEGAL COUNSEL FOR GUIDANCE.
• 3.5. Project Owner Terms. If the Project Owner wishes to override, add or complement any provision of the Transaction Terms, the Project Owner may submit the request in writing when configuring the Interface and Transaction Workflows. Onchain Labs may, at its sole discretion, approve or reject the request, provided that an approval shall not constitute or be interpreted as legal advice or a waiver of liability. We reserve the right to refuse any Project Owner Terms which are unfair, unlawfully restrictive, or misleading for Acquirers. Any approved request must comply with Applicable Laws, and the Project Owner remains solely responsible for ensuring that the terms and conditions applicable to the Transaction are compliant with Applicable Laws given the nature of the Transaction. If the Transaction Terms are incomplete or insufficient to comply with Applicable Laws related to the Transaction, the Project Owner is responsible for adopting Project Owner Terms appropriate for their Transaction. You acknowledge and agree that Project Owner Terms only apply to the relationship between you and Acquirers for Transactions executed on the Platform. Moreover, you acknowledge and agree that Project Owner Terms do not apply to Onchain Labs and they do not modify, add or remove any terms of the Agreement, including, without limitation, Project Owners’ and Onchain Lab’s obligations, responsibilities and liabilities, or limitations thereof, with respect to the Platform, the Services and the Agreement.
• 3.6. Terms of Use. You acknowledge and agree that the relationship between Onchain Labs and Acquirers is solely governed by the Terms of Use and that no Project Owner Terms or any other terms provided by you apply to said relationship. 
• 3.7. DISCLAIMER. NOTWITHSTANDING ANYTHING TO THE CONTRARY, ONCHAIN LABS’ APPROVAL OF ANY PROJECT OWNER TERMS, OR THE AVAILABILITY OF THE TRANSACTION TERMS, WILL NOT CONSTITUTE OR BE DEEMED LEGAL ADVICE, NOR WILL IT IMPLY OR GUARANTEE THAT THE TERMS AND CONDITIONS APPLICABLE TO THE TRANSACTION ARE LEGALLY ENFORCEABLE, OR COMPLIANT WITH APPLICABLE LAWS. PROJECT OWNER AGREES THAT IT IS SOLELY RESPONSIBLE FOR UNDERSTANDING AND ENSURING THE LEGALITY AND ENFORCEABILITY OF ANY CUSTOMIZED TRANSACTION TERMS THEY CHOOSE TO IMPLEMENT. 
• 3.8. Token Prices. For each Transaction, Token Price is paid by the Platform on behalf of the Acquirer through smart contracts and liquidity pools, as configured through Transaction Workflows. You are responsible for making reasonable tests of the Transaction Workflows to ensure that they are functional. We disclaim all damages and liability for Transactions errors due to misconfigurations, improper implementation, or other issues related to your use of the Services.
• 3.9. KYC Verifications. In order to use the Platform or complete a Transaction, and to comply with applicable law and regulatory standards, such as laws aimed at the prevention and detection of money laundering and terrorist financing (AML regulations), Acquirers may be required to complete compliance procedures, such as all appropriate “Know your customer” and “Know your transaction” verifications (“Compliance Procedures”) in accordance with the Transaction Terms.
• 3.10. Payment Providers. We do not process payment card data. Our third-party payment processor is the Merchant of Record and is responsible for complying with PCI DSS as well as any Applicable Laws to Transactions, such as anti-money laundering requirements and Compliance Procedures. We are not responsible for chargebacks, errors or fraud relating to Transactions. We will not participate, and you will not cause us to participate, in any dispute involving Acquirers. 

4. Project Owner Obligations

• 4.1. Information. You are responsible for providing accurate and updated information for configuring the Transaction Workflows, the information for Trading the Token, and the information required under this section 4. Project Owner Obligations.
• 4.2. Vetting. In order to be featured on the Platform, Projects must undergo a vetting process, which includes a project screening process, to evaluate transparency, potential, and credibility of the Project and Project Owner. This vetting process may include static contract analysis, smart contract analysis, real-time security analysis, social media verifications, liquidity pool health verifications and verifications of a Project’s wallet addresses with respect to previous transactions, potential ties or affiliates and any other publicly available information on the blockchain, or any other verification required from time to time by us or Applicable law. Project Owner undertakes to collaborate truthfully and transparently in this process. We reserve the right to reject any Project at our sole discretion. If a Project is rejected after payment but before the provision of any Services, we will reimburse the Project Owner for any Subscription Fees paid in advance, for Services not rendered. However, we are not liable for any other costs, expectations, or consequential damages arising from such rejection.
• 4.3. Whitepaper compliance. Project Owners are required to submit a whitepaper that complies with MiCAR and other Applicable Laws before making their Tokens available through the Platform to residents of the EU. The whitepaper must include accurate, complete, and up-to-date information, including but not limited to (1) the nature and purpose of the Token, (2) associated rights and obligations and (3) risks related to the Token, its underlying technology, and associated services. Project Owner must ensure that the whitepaper remains accurate and up-to-date. If any material changes occur that impact the Token or the information disclosed in the whitepaper, Project Owner must promptly update the whitepaper and notify Onchain Labs. Project Owner must ensure that the whitepaper is publicly accessible, free of charge, and remains available to Acquirers for the entire duration of the Token's availability through the Platform.
• 4.4. Whitepaper responsibility. It is the sole responsibility of Project Owner to ensure that their whitepapers meet all regulatory requirements, including MiCAR and other Applicable Laws. Onchain Labs is not liable for non-compliance of Project Owner with whitepaper requirements. Onchain Labs reserves the right to request additional information, corrections, or clarifications when necessary to facilitate the provision of our Services. However, we do not provide legal, regulatory, or compliance opinions regarding whitepapers. Where material non-compliance with regulatory requirements is identified, Onchain Labs reserves the right to withdraw the Project or Token from our Platform at our sole discretion. Approval or acceptance by Onchain Labs does not absolve Project Owner of their regulatory obligations under MiCAR or any other Applicable Laws. 
• 4.5. Acquirer Representation. You are responsible for ensuring that Acquirers are informed of and understand key elements of the Transactions, as well as for disclosing any information required pursuant to Applicable Laws. This includes the Transaction Terms, the Project Owner Terms, your legal name and contact information, and the purpose of the Transaction. You agree to (a) accurately communicate, and not misrepresent, the nature of the Transaction, the specifications of the Tokens, and the amount corresponding to the Transaction Cost; (b) collect and remit taxes in accordance with Applicable Laws; (c) refrain from using the Services to promote, exchange, market or sell Tokens (i) in a deceptive or unfair manner, or (ii) in violation of Applicable Laws (iii) in a way that exposes Acquirers to unreasonable risks, or (iv) without disclosing material terms of a Transaction in advance.

5. Intellectual Property

• 5.1. Our IP. Our IP includes our Services, the Platform, our Marks, the Aggregated Data and our Confidential Information. All rights not granted in the TOS in our IP are reserved by us. 
• 5.2. No IP Breach. Your Projects cannot infringe or violate our IP or third-party IP, including a violation of the Digital Millennium Copyright Act (“DMCA”), the Digital Advertising Alliance, the E-Commerce Directive (2000/31/EC), the Copyright Directive (2019/790/EU), or any other applicable industry standards and regulations (collectively the “Copyright regulations”). 
• 5.3. Designated Agent. We will designate an agent to receive notifications of claimed copyright infringements under the Copyright regulations on the Platform. Relevant contact details of our designated agent, including name, address, phone number and electronic email address will be made publicly accessible on our website. If you believe that any Project on the Platform infringes your copyright, you may submit a written notification of copyright infringement to the designated agent with the following information:
• 5.3.1. A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright allegedly infringed. 
• 5.3.2. A description of the copyrighted works allegedly infringed. 
• 5.3.3. A description of the Project, the Project component or material allegedly infringing the copyright and its location on the Platform.
• 5.3.4. Your address, telephone number, and e-mail address at which you may be contacted.
• 5.3.5. A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.
• 5.3.6. A statement by you that the information in the notification is accurate.
• 5.3.7. A statement by you made under penalty of perjury that you are the copyright owner or authorized to act on the copyright owner's behalf.
• 5.4. Takedown; Counternotification. We will respond expeditiously to notifications of copyright infringements on the Platform and, in good faith, remove or disable access to the Project, any Project component or material claimed to have infringed copyright where such infringement is apparent from the facts or circumstances. We will notify you if your Project, any Project component or material made available on the Platform by you, has been taken down following notification of copyright infringement. You may submit a written notification to the designated agent to dispute the takedown with the following information:
• 5.4.1. Your physical or electronic signature.
• 5.4.2. A description of the Project, the Project component or material that has been removed or to which access has been disabled.
• 5.4.3. The location of the Project, the Project component or material prior to its takedown.
• 5.4.4. A statement by you, made under penalty of perjury that you have good faith belief that the Project, the Project component or material was removed as a result of a mistake or misidentification.
• 5.4.5. Your name, address, and telephone number.
• 5.4.6. A statement that you consent to the jurisdiction of the courts in the country in which the Platform is established, and that you will accept service of process from the person who submitted the notification of claimed copyright infringement or their agent.
• 5.5. Upon receipt of the counter-notification, we will provide a copy to the person who submitted the notification of claimed copyright infringement. We will restore the removed Project material or access to it between 10 and 14 business days following receipt of the counter-notification unless the designated agent receives notice of an action filed by the person who submitted the notification of copyright infringement to restrain you from further infringement of the copyright.
• 5.6. Repeat Infringers. We reserve the right to terminate or permanently disable access to the Platform for Project Owners whose Projects have been subject to more than two subsisting takedowns within a one-year period.
• 5.7. Feedback. If you share any questions, comments, suggestions, ideas, or feedback with us (“Feedback”), you agree that we can use this Feedback to improve the Services (including the Platform), develop new products or services and for any other purposes. We will not owe you any royalties or compensation for the use of the Feedback, and you agree that we can commercialize the Feedback as we see fit, without any liability to you.
• 5.8. Marks. Subject to the TOS, during the Subscription Term, you hereby grant to Onchain Labs and its affiliates a limited, revocable, non-sublicensable and non-transferable right and licence to publish, reproduce, translate and publicly display your Marks (a) to provide the Services, including, to display the Project on the Platform and Interfaces, to create referral links, and allow Acquirers to conduct Transactions; (b) to make available the Services, including, to market, commercialize and publicize our products and services. 

6. Confidential Information

• 6.1. Exclusions. Confidential Information excludes (a) data that is generally known to the public or in the industry; (b) information that is now or subsequently becomes generally available to the public through no wrongful act of the Receiving Party; (c) information rightly in possession of the Receiving Party prior to receiving the Confidential Information from the Disclosing Party; (d) information that is independently created by the Receiving Party without direct use of the Disclosing Party’s Confidential Information or (e) data that the Receiving Party obtains from Others with whom it has no obligation of confidentiality. If the Receiving Party relies on any such exclusions, it has the burden of demonstrating its application through documented evidence.
• 6.2. Limitations. Except as set forth in the TOS, the Receiving Party may not use or disclose the Disclosing Party’s Confidential Information for other purposes than (a) to exercise its rights and fulfill its obligations hereunder; (b) to comply with Applicable Laws, or the administration thereof, such as for AML, anti-fraud and other regulatory compliance and reporting obligations, know-your-customer procedures, digital ID and authentication purposes in relation to a Transaction; (c) upon request from law enforcements and governmental agencies as strictly required under Applicable Laws; (d) if such use or disclosure is reasonably necessary to protect individuals from harm and (e) if required to obtain legal, financial, or professional advice, to the extent that the recipients of the Confidential Information are under appropriate confidentiality undertaking.
• 6.3. Fraud Prevention. Without limiting Section 7.2, Onchain Labs reserves its right to monitor the use of the Services, including by way of log monitoring, behavioural analysis, performance monitoring, predictive algorithms and other methods for fraud detection, identity verification and transaction tracking, which it judges reasonably necessary to comply with Applicable Laws, including, for AML purposes.
• 6.4. Deletion. Upon termination of the TOS, the Receiving Party will securely delete the Disclosing Party’s Confidential Information as soon as reasonably practicable, except for any Confidential Information which the Receiving Party is required to keep copies of (a) to ensure proper business continuity and disaster recovery in accordance with generally accepted industry practices and (b) to comply with Applicable Laws, or the administration thereof. 

7. Acceptable Use

• 7.1. Acceptable Use. You will not use, or allow the use of Platform in any manner that results in: 
• 7.1.1. Decompiling, disassembling, reverse engineering, investigating, or otherwise accessing portions of our Platform which we do not allow you to access, including using deep linking, web crawlers, bots, spiders or other automatic devices, programs, scripts, algorithms or methods, or any similar or equivalent manual processes to access, obtain, copy or monitor any part of our Platform, or replicate or bypass the navigational structure or presentation of our Platform in any way, including in order to obtain or attempt to obtain any materials, documents or information in a manner not purposely provided through our Platform.
• 7.1.2. Circumventing any limitations in our Platform, including by making unauthorized modifications, probing, scanning, or testing the vulnerabilities of our Platform, or any of our networks and systems without our authorization.
• 7.1.3. Allowing Acquirers to purchase Tokens in violation of Applicable Laws, including money laundering, export control and other financial compliance requirements.
• 7.1.14. Interfering with our normal operations, such as by taking any actions that impose an unreasonable or disproportionately large load on our infrastructure or networks.
• 7.1.5. Using shareable URLs in a manner that constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “sweepstakes” or any other form of solicitation which is not permitted under Applicable Laws.
• 7.1.6. Removing from the Services, the Documentation or any content shared with you, any attribution, copyrights or IP notices.
• 7.1.7. Using Licensed Data that we provide to you through the Platform for purposes other than the Intended Purposes, including prohibited uses such as commercial sell and resell, trading services and market bulletin board information, data feeding or streaming services and any other website, applications or services that charge for or otherwise profit from (including through advertising or referral fees) the Licensed Data.
• 7.1.8. Using our Platform in relation to any market manipulation such as pump and dump schemes, wash trading, self-trading, front running, quote stuffing, and spoofing or layering, regardless of whether prohibited by Applicable Laws.
• 7.2. Restricted Business Activities. You warrant that you will not use or allow the use of our Services for any Restricted Business Activities, or in connection with any Restricted Business Activities. 

8. Warranties & Representations

• 8.1. Authority. You represent and warrant that you have the full legal right, power, and authority to enter into this Agreement and to perform your obligations under it. If you are entering into this Agreement on behalf of an entity, you further represent and warrant that you have the authority to bind that entity to these terms.
• 8.2. Content. You represent and warrant that all content, data and materials you provide to the Platform (including, but not limited to descriptions, branding, financial information, and project details) are accurate, complete and lawful. You represent that you have all the necessary rights, licenses and consents to feature this content.
• 8.3. Export Control. You represent and warrant that you have not been included in any trade embargoes or economic sanctions list (such as the United Nations Security Council Sanctions List), the List of Specially Designated Nationals maintained by The Office of Foreign Assets Control of the U.S. Department of the Treasury, or the Denied Persons or Entity List of the U.S. Department of Commerce or any similar lists maintained by the European Union (EU), including the EU Consolidated List of Persons, Groups, and Entities Subject to EU Financial Sanctions, or by any other relevant regulatory body in the EU. Onchain Labs reserves the right to choose markets and jurisdictions to conduct business and may restrict or refuse, in its discretion, the provision of our Platform in certain countries or regions.  
• 8.4. Regulatory Compliance. You represent and warrant that you, your Project and your Token comply with all Applicable Laws, including, but not limited to, all applicable anti-money laundering (“AML”) and know-your-customer (“KYC”) regulations. You are responsible for obtaining any necessary permits, licenses, or other forms of authorization to perform your obligations, or to use the Platform. You represent and warrant that you will not engage in any activities that would be in violation of any applicable financial regulations or sanctions.
• 8.5. IP. You warrant that you are the owner or authorized user of trademarks, copyright, and other IP associated with your Projects and that your use of such IP on the Platform does not infringe on the IP rights of third parties. We are not responsible for verifying the legality of your use of IP on the Platform or the authenticity of any claims to ownership, licensing or infringement of IP rights. It is your responsibility to ensure that your ownership or use of IP on the Platform is lawful and consistent with the terms of relevant licenses and authorizations. 

9. Financial Terms

• 9.1. Subscription Fees. Unless otherwise specified in an Order, you will pay a monthly Subscription Fees to access to the Platform during the Subscription Term. We may modify the Subscription Fees from time to time by providing you with a written notice prior to renewal. The Subscription Fees are exclusive of Charges, Transaction Fees and Taxes applicable to individual Transactions. Subscription Fees are non-refundable. If we terminate your Services before the end of the then-current Subscription Term, we will issue a prorated refund for unused portions of the Subscription. However, if termination is due to a breach of the TOS, no refund will be issued.
• 9.2. Payment Terms. Unless otherwise specified in an Order, payment of the Subscription Fees and applicable taxes, which we are required to collect under applicable laws, is due at the beginning of each month, in advance for the subsequent month, and shall be made in Tokens or the currency specified in the Order. If the Subscription Fees are not paid at the due date, we may remove or disable your access to the Services or the Platform, until overdue Subscription Fees are received in full. 
• 9.3. You agree that you are entirely responsible for determining what taxes apply to your use of the Services, including the use of the Platform and executing Transactions, for compliance with tax laws and regulation that may apply to you, and for reporting and remitting the correct taxes to the appropriate tax authorities. You agree that we are not responsible for determining the amount and nature of the Taxes which should be collected in relation to a Transaction, if any, and for assessing, collecting, reporting, or remitting Taxes to the appropriate tax authority. You agree to provide us with all the information reasonably required for financial and fiscal purposes. We are not responsible for any Losses that result from your failure to comply with Applicable Laws with regards to Taxes, and you agree to indemnify us for such amounts.
• 9.4. Renewal. The Subscription Term is for a duration of 1 month and renews automatically from month to month. We may modify the Subscription Fees from time to time or at renewal by providing you with a written notice prior to renewal.

10. Termination; Suspension

• 10.1. Term. The TOS enter into force at the date at which the corresponding Order is executed and continue in full force until the end of the Subscription Term, unless renewed in accordance with the Terms (the “Term”).
• 10.2. Termination. We can terminate the TOS at any time upon written notice to you. If the TOS are terminated, (a) all rights and licences granted herein will end unless indicated otherwise; (b) you will cease to use our Platform; (c) the provisions which should survive the Term by their nature will survive.
• 10.3. Suspension. If you are in breach of these TOS, or if we reasonably believe that you have breached or are about to breach these TOS, we may remove or disable your access to the Platform or remove the Project or Token from the Platform for as long as it is required to resolve the violation, or longer, at our sole discretion. In this case, we will provide you with a written notice explaining the reasons for the suspension. We are not responsible for any Losses resulting from this suspension. We also reserve our right to, at our discretion following a breach of the TOS, refuse, condition or suspend a Transaction, conduct independent financial compliance checks, and report any Transaction or use of Platform in violation of the law.

11. Disclaimers; Indemnification

• 11.1. NO FINANCIAL ADVICE. NEITHER ONCHAINLABS NOR ITS REPRESENTATIVES ARE OPERATING NOR ARE LICENSED TO OPERATE AS A BROKER, AGENT, FINANCIAL INSTITUTION, OR CREDITOR. THE MATERIALS, INFORMATION AND CONTENT PROVIDED IN RELATION TO THE PRODUCTS ARE FOR INFORMATIONAL PURPOSES. YOU AGREE AND UNDERSTAND THAT WE ARE NOT RESPONSIBLE FOR YOUR RELIANCE ON SUCH INFORMATION.
• 11.2. DISCLAIMER OF WARRANTY. EXCEPT AS STATED OTHERWISE IN THE TOS, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM IS MADE AVAILABLE TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE, AND OUR REPRESENTATIVES, DISCLAIM ANY GUARANTEES, CONDITIONS, WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY OR OTHER TOS NOT STATED THEREIN THAT COULD APPLY BY EFFECT OF THE LAW OR OTHERWISE, INCLUDING AS TO (A) THE COMPLIANCE, ACCURACY, CORRECTNESS, COMPLETENESS, RELIABILITY, OR SECURITY OF THE PLATFORM AND SERVICES; (B) THEIR SUITABILITY FOR A PARTICULAR USE; (C) ANY WARRANTIES OF TITLE OR NON-INFRINGEMENT, AND (D) YOUR SATISFACTION OR THE PERFORMANCE OF THE SERVICES. WE DO NOT WARRANT THAT YOUR ACCESS OR USE OF THE PLATFORM AND SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ALL DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM AND SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. 
• 11.3. OTHERS. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE SERVICES, INCLUDING THE TRANSACTIONS, MAY INTERACT WITH OR RELY ON OTHERS. THEY ARE SEPARATE ENTITIES AND NEITHER WE NOR OUR REPRESENTATIVES HAVE CONTROL OR AUTHORITY OVER THEIR OPERATIONS, AVAILABILITY, FUNCTIONALITY, OR ANY ACTIONS OR MISSIONS. THIS INCLUDES ANY UNAVAILABILITY, REFUSAL OF TRANSACTIONS, ERRORS, OR ANY OTHER ISSUES THAT MAY ARISE FROM THE USE OF THE INTERACTION OF OUR SERVICES WITH OTHERS. YOU ARE SOLELY RESPONSIBLE FOR ENTERING INTO APPROPRIATE AGREEMENTS WITH OTHERS, AND FOR CONDUCTING YOUR DUE DILIGENCE ON OTHERS. WE HAVE NO LIABILITY WHATSOEVER FOR SERVICES AND PRODUCTS PROVIDED BY OTHERS. 
• 11.4. SMART CONTRACTS. ALL TRANSACTIONS CONDUCTED ON THE PLATFORM MAY INVOLVE SMART CONTRACTS THAT ARE AUTOMATICALLY EXECUTED ON THE BLOCKCHAIN. YOU ACKNOWLEDGE AND AGREE THAT SMART CONTRACTS OPERATE AUTONOMOUSLY, AND ONCHAIN LABS DOES NOT CONTROL OR GUARANTEE THEIR FUNCTIONALITY, SECURITY OR OUTCOMES. SMART CONTRACTS MAY FAIL, BEHAVE UNEXPECTEDLY, OR BE VULNERABLE TO EXPLOITS, HACKS, OR OTHER UNFORESEEN EVENTS. WE ARE NOT LIABLE FOR ANY LOSSES, ERRORS, FAILURES, OR SECURITY BREACHES ARISING FROM SMART CONTRACTORS, INCLUDING BUT NOT LIMITED TO FORKS, NETWORK CONGESTION, CHANGES TO BLOCKCHAIN PROTOCOLS, SOFTWARE BUGS OR CODING ERRORS, EXPLOITS, OR HACKS. ONCE EXECUTED ON THE BLOCKCHAIN, TRANSACTIONS CANNOT BE RESERVED, CANCELED OR MODIFIED BY ONCHIAN LABS. YOU ASSUME ALL RISKS ASSOCIATED WITH SMART CONTRACT INTERACTIONS.
• 11.5. WALLETS. NOTWITHSTANDING ANYTHING TO THE CONTRARY, YOU AGREE THAT THE USE OF WALLETS TO STORE, MANAGE, AND TRANSACT TOKENS IS AT YOUR OWN RISK. DIGITAL WALLETS ARE SUSCEPTIBLE TO A VARIETY OF RISKS, INCLUDING BUT NOT LIMITED TO, THEFT, LOSS OF ACCESS DUE TO FORGOTTEN PASSWORDS OR LOST PRIVATE KEYS, AND CYBER-ATTACKS. NOTWITHSTANDING ANYTHING TO THE CONTRARY, NEITHER US NOR OUR REPRESENTATIVE ARE RESPONSIBLE FOR ANY LOSSES INCURRED AS A RESULT OF THE USE, MISUSE, OR FAILURE OF A DIGITAL. WALLET. YOU, AND ACQUIRERS, ARE ALONE RESPONSIBLE FOR THE SECURE MANAGEMENT AND MAINTENANCE OF WALLETS. WE DO NOT MAKE ANY REPRESENTATIVES OR WARRANTIES ABOUT THE SAFETY, SECURITY, OR OPERATION OF WALLETS, AND EXPRESSLY DISCLAIM ALL LIABILITY, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, FOR LOSSES RESULTING FROM THE USE OF WALLETS.

12. Indemnity

• 12.1. Indemnity. You agree to indemnify, defend and hold us and our representatives harmless from any third-party claim, demand, action, damage, cost, expenses or loss (“Losses”) resulting from (1) your use of the Services or Platform, (2) your breach of your representations and warranties at section 8, including with respect to export control, regulatory compliance, and IP infringement (3) your breach or violation of the Agreement, including by offering Tokens in violation of this Agreement, or (4) your breach of Applicable Laws. 
• 12.2. Indemnity for Taxes. We are not responsible for any Losses or amounts owing that result from your failure to comply with Applicable Laws with regards to Taxes. You agree to indemnify, defend and hold us and our representatives harmless from any Losses or amounts owing resulting from your failure to comply with Applicable Laws with regards to Taxes.
• 12.3. Intervention. You agree that we may intervene in any such indemnification action, except that such intervention will be at our expenses. You will provide us with prompt notice when receiving a claim, demand or action for such Losses, and you will collaborate with us in good faith to resolve the claim, demand or action promptly, including by sharing reasonably required information. You will not accept any settlement without ensuring that it has no residual liability for us without our prior written consent.

13. Limitation of Liability

• 13.1. INDIRECT DAMAGES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, AND EXCEPT FOR ANY INDEMNIFICATION OBLIGATIONS UNDER THE TOS, NEITHER PARTIES NOR THEIR REPRESENTATIVES WILL BE LIABLE FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES; (B) DAMAGES FOR LOSS OF PROFITS; (C) DAMAGES FOR LOSS OF GOODWILL; (D) DAMAGES FOR LOSS OF USE, LOSS OF DATA OR SYSTEM RECONSTRUCTION CHARGES; (E) LOSS OR CORRUPTION OF DATA OR (F) OTHER INTANGIBLE LOSSES (EVEN IF THIS PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE.  
• 13.2. DIRECT DAMAGES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, IN NO EVENT WILL OUR TOTAL LIABILITY TO YOU EXCEED THE TRANSACTION FEES PAID BY YOU, AND NOT REIMBURSED, IN THE LAST 12 MONTHS PRECEDING THE EVENTS THAT LEAD TO THE CLAIM.
• 13.3. Exceptions. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the exclusions of liability set forth above may not apply to you. 

14. Dispute Resolution

• 14.1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Republic of Lithuania, without regard to its conflict of law principles.
• 14.2. Jurisdiction. The parties irrevocably consent to the exclusive jurisdiction and venue of the courts located in Vilnius, Lithuania, for any and all disputes, claims, and actions arising from or in connection with this Agreement and the Services provided by Onchain Labs.
• 14.3. Dispute Resolution Process. In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement or the breach thereof, the parties hereto shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If Parties do not reach such solution within a period of 60 days, then, upon notice by either party to the other, disputes, claims, questions, or disagreements shall be finally settled by arbitration administered by the Vilnius Court of Commercial Arbitration in accordance with UNCITRAL Arbitration Rules (“UNCITRAL Rules”), and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
• 14.4. Arbitration Location and Procedure. Any arbitration shall be conducted in Vilnius, Lithuania. The arbitration shall be conducted by a single arbitrator, selected in accordance with the UNCITRAL Rules, and shall be conducted in the English language. The decision of the arbitrator shall be final and binding on the parties.
• 14.5. Costs of Arbitration. Each party shall bear its own costs and expenses and an equal share of the arbitrator's and administrative fees of arbitration.
• 14.6. No Class Actions. Project Owner hereby waives the right to participate in a trial by jury or any class actions, including coordinated or joint actions. Notwithstanding the above, claims related to IP, fraud, or injunctive relief may be brought in a court of competent jurisdiction, in Vilnius, Lithuania.

15. General

• 15.1. Assignment. You may not assign or transfer the TOS without our prior written consent, except in the case of a merger and acquisition, sale of part or all your assets, or as part of a bona fide corporate restructuring. We may assign or transfer these TOS upon written notice to you. These TOS will insure the benefits of permitted assigns and successors. Any assignment or transfer of these TOS in violation of this section will be null and void.
• 15.2. Interpretation. If any provision of these TOS is held to be illegal, invalid, or unenforceable, in whole or in part, under applicable law, such provision or part thereof shall to that extent be deemed to not form part of these TOS, but the legality, validity, and the enforceability of the other provisions in these TOS or part thereof shall be maintained. These TOS constitute the entire agreement between you and us regarding its subject matter and may only be modified or amended as set forth herein.
• 15.3. No Partnership. These TOS do not create any relationship of employment, partnership, agency, trust, franchise, or joint venture between us. You have no authority to bind us, and you undertake not to hold yourself as an authorized representative of Onchain Labs. You may not use our Marks without our permission.
• 15.4. Amendment. Onchain Labs reserves the right, at its sole discretion, to modify or replace these TOS at any times, with or without notification. If a revision is material, Onchain Labs will use reasonable efforts to provide at least 30 days’ notice prior to any new TOS taking effect. What constitutes a material change will be determined at Onchain Labs’ sole discretion. You should check back on these TOS from time to time. By continuing using Platform and other products after any revisions become effective, you agree to be bound by the revised TOS. If you do not agree to the new TOS, you are no longer authorized to use the Platform.
• 15.5. Force Majeure. Neither party shall be liable for any failure or delay in performing its obligations under these TOS to the extent that such failure or delay is caused by a force majeure event. A force majeure event refers to an event beyond the reasonable control of the party affected, including but not limited to acts of God, fire, flood, severe weather conditions, war, terrorist attacks, civil commotion, riots, epidemics, pandemics, government actions, labour disputes, blockchain failures, regulatory changes, network outages or any other unforeseen circumstances that are beyond the control of such a party. Upon the occurrence of a force majeure event, the party affected shall promptly notify the other party, explaining the details of the force majeure event and its potential impact on the performance of its obligations under these TOS. The affected party shall use all reasonable endeavours to mitigate the effect of the force majeure event and to resume the performance of its obligations as soon as reasonably possible. A force majeure event shall not apply to the obligation to pay.