OnChainLabs · Take Your Assets Onchain

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 prior to entering into the Agreement and you consent to these Terms. Onchain Technologies AG (CHE-295.245.185), Mühlebachstrasse 84, CH-8008 Zurich, Switzerland developes and operates OnchainLabs Web3 SaaS (hereinafter «OnchainLabs Web3 SaaS» or «platform») and as part of this also the Onchain Gateway Wallet (hereinafter «OG Wallet» or «wallet»).

The Agreement is concluded by using OnchainLabs Web3 SaaS as well as OG Wallet subject to these Terms. The use of our Services is only permitted to legal entities, partnerships and natural persons with unlimited legal capacity. By using any part of OnchainLabs Web3 SaaS and/or OG Wallet, the user is accepting these Terms and Conditions and confirms that she/he has the right and capacity to enter into this Agreement.

Using 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 in order 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 visualise 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 party to any agreement between any users. You bear full responsibility for verifying the identity, legitimacy, and authenticity of NFTs or tokens that you purchase from third-party sellers using the Service and we make no claims about the identity, legitimacy, functionality, or authenticity of users or 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 at any time and without giving reasons, while considering and weighing your interests. If OnchainLabs makes changes to 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 does not agree with the amended terms, he/she may terminate the account immediately and free of charge.

To use OnchainLabs Web3 SaaS or OG wallet, 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 a change to 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 which can be executed, including self-execution of Transactions as well as execution triggered by 3rd 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 are unique, so no two are identical. NFTs are by definition not interchangeable.

“Token” is a cryptographically secured digital representation of value or contractual rights (including rights to a digital or physical asset) that uses a form of distributed ledger technology, and which can be purchased and 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 used to generate one or more Private Keys and derived Public Keys.

“Public Key” means a unique sequence of numbers and letters within the Blockchain to distinguish 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 consist of enabling users to build Web3 use cases using our Web3 SaaS as well as to create their OG Wallet Accounts and ongoing interaction with it on the Blockchain. OnchainLabs grants the users the rights to use OnchainLabs Web3 SaaS and OG Wallet under the conditions as set out in the limited software warranty and license agreement for end users of OnchainLabs Web3 SaaS which must be accepted by the user to use OnchainLabs services. Said limited software warranty and license agreement for end users of OnchainLabs Web3 SaaS shall be considered as integral part to these Terms and Conditions.

“OnchainLabs Web3 SaaS”

In particular, OnchainLabs grants the user access to their Web3 SaaS which includes different services that may also be updated over time as additional features may be added or removed. In general the 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) as well as different modules that will support customer engagement. An integral part of the services offered are also the creation of NFTs and/or tokens as well as the non-custodial Onchain Gateway wallet.

The user agrees that any software that 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, enhancements 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, she/he keeps the ownership rights she/he had in the content to begin with, but grants 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 for the purpose of operating, developing, providing and improving the Services, researching and developing new ones and using it as described in the Privacy Policy.

For the functionalities relating to NFTs you will need the non-custodial OG wallet to access the Service. Your Account on OnchainLabs will be associated with the OG wallet and display the NFTs for the blockchain address of that wallet (and, if applicable, any content associated with 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 can not help you recover your assets. We are also not able to manage or influence any transactions you may or may not make using the OG wallet. Accordingly, any funds transferred or not transferred are unable to be rectified or reversed by us.

The user is responsible for everything he/she publishes through OnchainLabs Web3 SaaS and assumes all risk associated with it, including anyone else’s reliance on its accuracy or legal claims that might stem from publication. By publishing content, the user represents that he/she has 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 OnchainLabs has reasonable belief that the user is in violation of these Terms and Conditions. The user is responsible for the content shared and sent through OnchainLabs SaaS, including for back up of that content.

“OG Wallet Account”

A OG Wallet Account is a modular, self-custodial (i.e. not accessible by us) decentralized wallet. OG Wallet Accounts are available for integrations with third parties (e.g. Wallet-as-a-service).

Decentralized and non-custodial wallet means that at no point does OnchainLabs gain 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 the access. This also means that you always have the ability to move your private key and mnemonic phrase to another wallet provider.

“OG Wallet App”

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

“Third-Party Apps”

The Web3 SaaS as well as OG Wallet 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 in the user interface of the OG Wallet via inline framing or alternatively, the Third-Party Apps are integrating the OG Wallet interface via their own inline framing technology. Certain Third-Party Apps may choose to integrate a visually customized version of the OG Wallet (Wallet As A Service) in order 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 OG Wallet or choose to integrate the wallet with. However, we only perform a rough triage in advance for obvious problems and functionality in terms of loading time and resolution capability of the transactions. 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 in the event of a breach of contract, damage or loss related to the use of 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. a OG Wallet 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 OG Wallet 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 are authorizing them.

5. Need to Know About Third-Party Services

We provide you the possibility to interact through our system and account with Third-Party Services. Any activities you engage in with, or services you receive from a third party is between you and that third party directly. 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 in part on third-party and open-source software, including the Blockchain, and the continued development and support by third parties. There is no assurance or guarantee that those third parties will maintain their support of their software or that open-source software will continue to be maintained. This may have a material adverse effect on the Services.

This means specifically:

We do not have any oversight over your activities with Third-Party Services and therefore we do not and cannot make any representation regarding their appropriateness and suitability for you.
Third-Party Services are not hosted, owned, controlled or maintained by us. 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 in doing so and that you alone assume any such risks when choosing to interact with them. We are not liable for any errors or omissions or for any damages or loss you might suffer through 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 to refund Tokens that have been deployed.
You should read the license requirements, terms and conditions as well as privacy policy of each Third-Party Service that you access 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 in which you contribute it. You are responsible for all your activity in connection 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 as the result of any 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. In the event that you have a dispute with one or more other users, 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

The use of the Web3 SaaS as well as OG wallet or Third-Parties may cause 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 own fees 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 rights of retention if his counterclaims are legally established, undisputed or recognized by OnchainLabs.

7. Privacy, Data Protection and Security

All personal data and collected information of the user are stored, used and secured in accordance with OnchainLabs Privacy Policy, which can be found here.

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

We shall not be responsible to secure your Private Keys, Recovery Phrase, credentials or other means of authorization of 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 for securing any wallet you use, including any Private Key(s), Recovery Phrase, credentials or other means of authorization necessary to access such storage mechanism(s).

We exclude any and all liability for any security breaches or other acts or omissions, which result in your loss of access or custody of any cryptographic assets stored thereon.

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 to use your own virus protection software. If you become aware of any exploits, bugs or vulnerabilities, please inform OnchainLabs. You must not misuse our Services by knowingly introducing material that is malicious or technologically harmful. 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 or 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, 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. In case of our termination of 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 will only be able to limit access to the Services. At no time will we be able to limit 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 throughout the world belong to us as owner or our licensors. Nothing in these Terms gives you any rights in respect of any intellectual property owned by us or our licensors, and you acknowledge that you do not acquire any ownership rights by using the OnchainLabs Web3 SaaS as well as OG Wallet.

If you are a consumer we grant you a simple, limited license, 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, make 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” in relation to merchantability, fitness for a particular purpose, availability, security, title or non-infringement.

If you use the OnchainLabs services via 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 to Services available for you to download or, where your device settings permit it, by automatic delivery of 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, but 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 to the Services, with or without notice to you, if it improves the Services we provide to you, or we need to do so for security, legal or any other reasons.

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 its terms.
Your usage of our Services is legal under the laws of your jurisdiction or under the laws of any other jurisdiction 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 associated with NFTs and Tokens as well as Wallets and Blockchains.
You understand that Transactions on the Blockchain are irreversible and may not be erased, and that your OnchainLabs and OG Wallet Account address and Transactions are displayed permanently and publicly.
You will comply with any applicable tax obligations in your jurisdiction arising from your use of 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 adversely affect our Services 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 about our License & Warranty, we recommend you visit this page.

12. Tax Liabilities

You are solely responsible to determine if your use of the Services have 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 invalid or unenforceable provision shall be replaced by the statutory 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 rights, which 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 notice period of four weeks. In this case, you have the right to terminate the Agreement without notice.

You shall not be entitled 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 this Agreement and its termination.

16. Miscellaneous

These GTC 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 therein 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 another European country but 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.

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