Terms of Use

Last Updated: August 2022

This document and the other documents that we reference below, including our Privacy Policy, make up our Terms of Use (the “Terms” for short).  The Terms are a legal contract between you and Den Technologies, Inc. d/b/a Den (“Den”, “us”, “our” or “we”).  Please read them carefully.  These Terms govern your use of Den’s services, including our websites located at www.onchainden.com and app.onchainden.com (collectively, the “Website”), our software, decentralized applications, blockchain solutions, chatbots, mobile applications, and other products and services we make available to you (collectively, the “Services”).

1. Acceptance of Terms Through Use

By visiting the Website or using the Services you agree to these Terms and any additional terms that may be presented to you during your use of the Services.  If you use the Services on behalf of a business or a decentralized autonomous organization (“DAO”), you represent to us that (i) you have the authority to bind that business or that DAO to the Terms, and (ii) your use of the Services constitutes that business’s or DAO’s acceptance of the Terms.

If you do not agree with the Terms you may not use our Services.

Section 14 (Disputes) of the Terms contains an arbitration clause and class action waiver.  By agreeing to the Terms, you agree to resolve all disputes through binding individual arbitration, which means that you waive any right to have those disputes decided by a judge or jury, and that you waive your right to participate in class actions, class arbitrations and representative actions.

2. Your Account

You must create an account with us (your “Den Account”) to use our Services.  During the account setup process, you may be asked to sign in with the cryptographic wallet you intend to use with the Services (your “Wallet”) and to share the public address for your Wallet to connect to the Services.  While using the Services, we may also ask you to provide your email address, cellular telephone number and certain other additional information in connection with your use of the Services. 

It is your responsibility to protect your Den Account credentials.  By creating a Den Account, you represent that you are at least eighteen (18) years old and legally able to enter into contracts.  You also agree that you are responsible for all activity that occurs under your Den Account, including for any actions taken by persons who you give access to your Den Account.

You must own and control any Wallet you use in connection with our Services.  You are solely responsible for maintaining the security of your Wallet and access to it.  We are not responsible for maintaining the private key or other credentials you use to access your Wallet.  We are also not responsible for any liabilities or losses you may incur related to losing access to your Wallet or custody of any assets stored therein.

3. Communications

You consent to accept and receive communications from us and other users in connection with the Services, including by email, text messages, push notifications to the email address and cellular telephone number you may provide to us or via other channels of communication, as applicable. Such communications may include, but are not limited to requests for secondary authentication, receipts, reminders, notifications regarding updates to your account or account support, and marketing or promotional communications. You acknowledge that you are not required to consent to receive promotional texts or calls as a condition of using the Services. Call and text message communications may be generated by automatic telephone dialing systems. Standard message and data rates charged by your cell phone carrier may apply to the texts we send you.

You may opt-out of receiving promotional email communications we send to you by following the unsubscribe options in such emails. You may opt out of any promotional phone calls by informing the caller that you would not like to receive future promotional calls. You may only opt-out of text messages from Den by replying STOP. You acknowledge that opting out of receiving communications may impact your use of the Services.

4. Conditions on Use of the Services

You agree to use the Services in accordance with the Terms and only for lawful purposes.  You agree that any personal, financial, contact, and other information, documents, or other content that you submit, display or provide while using the Services (your “User Content”) is accurate, honest, true, and complete as of the date provided, and that you will keep it updated.  You also agree that you are responsible for obtaining the technology, such as a computer and Internet connection, needed to use the Services.

You may not submit, post, or transmit through the Services any User Content that: 

  • is defamatory, unlawful, harassing, abusive, threatening, obscene, hateful, sexist, or racially or ethnically offensive;
  • constitutes a breach of any person’s privacy, publicity or intellectual property rights;
  • violates any statute, regulation or ordinance;
  • promotes software or services that deliver unsolicited mail; or
  • promotes, encourages, or facilitates activities that risk national security.
  • contains any viruses, Trojan horses, worms, cancel bots, time bombs, spyware, or similar computer programming routines;
  • is knowingly untrue, inaccurate, or misleading;
  • damages or interferes with the operations of the Services or the ability of other users to use the Services.

You agree that you are solely responsible for your User Content and the right to submit it for your use of the Services.  You are also solely responsible for any damages resulting from your User Content.  

You also agree that you will not:

  • Impersonate any person, entity or organization;
  • Falsely state or otherwise misrepresent your affiliation with a person, entity or organization;
  • Harvest, collect or store information about the users of the Services or the User Content posted by others on the Services;
  • Use User Content for any purpose inconsistent with the purpose of the Services;
  • Use any automated procedure to gather information or data from the Services by means of what is commonly called a “bot” or otherwise;
  • Interfere with or disrupt the Services or servers or networks connected to the Services;
  • Breach or attempt to breach the security of software, networks, servers, data, computers, or other hardware relating to the Services (or that of any third party that is hosting or interfacing with any part of the Services);
  • Duplicate, copy, or otherwise exploit the Services for commercial purposes.
5. Fees

You may be required to pay certain fees to use the Services (“Fees”), as described when you create your Den Account or when you sign up for or use a particular Service offering or feature.  Any such Fees will be crypto-native, payable in one or more digital assets.  Den's authorization to charge Fees may be obtained by way of your electronic signature, click-through agreement, or your confirmation through the Services.

All Fees are non-refundable unless otherwise agreed in writing.  Outstanding Fees are subject to interest of 1.5% per month on the balance, or the maximum rate permitted by law, plus all expenses of collection, including attorneys’ fees and costs.  Your Den Account may be suspended or deactivated and your access to the Services may be denied for the non-payment of Fees.  A failure to use the Services does not constitute a basis for a refusal to pay the Fees.  If you close your Den Account you are still responsible for the timely payment of all Fees already incurred (including any late fees).

6. License

We grant you a limited, nonexclusive, revocable license to access and use the Website and the Services for which you register.  We may terminate your license at any time for any reason.  You grant us a royalty free, worldwide, nonexclusive, perpetual, and irrevocable license to use and display any User Content, and any Intellectual Property Rights thereto, for the provision of the Services.

7. Intellectual Property

Nothing in the Terms shall be construed as conferring any license to any of our intellectual property rights, or those of a third party, other than for your limited use of the Services in accordance with these Terms.  As used in the Terms, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights that may exist now or come into existence in the future, and all of their applications, registrations, renewals and extensions, under the laws of any state, country, territory or other jurisdiction.

You agree that certain content made available to you through the Services is protected by Intellectual Property Rights (“Protected Content”).  You agree not to modify, alter, remove, or deface any of the Protected Content, including trademarks, service marks, and logos displayed through the Services.  You agree to only use the Protected Content for the limited purpose for which it is made available to you.  You also agree not to use the Protected Content in a way that causes or is likely to cause confusion regarding the owner or authorized user of the Protected Content.  You also agree not to defame or disparage Den, our name, trademarks or service marks, or any aspect of the Services or our business.  You agree not to adapt, translate, modify, decompile, disassemble, copy, create derivative works of, or reverse engineer the Services or any software or programs used in connection with the Services.

You may submit feedback, comments, suggestions or ideas about the Services (“Feedback”).  Submitting Feedback is entirely voluntary and we are free to use your Feedback as we see fit without any obligation to you.

8. Third Party Content, Services, and Links

Third Party Content.  Certain content made available to you through the Website and Services is created by other users and third party content providers (“Third Party Content”).  Den is not responsible for the accuracy, completeness, or reliability of Third Party Content.  Den disclaims all liability to the extent that you rely upon Third Party Content.  You understand and agree that Den will not be responsible for, and Den undertakes no responsibility to monitor or otherwise police Third Party Content.  You agree that Den shall have no obligation and incur no liability to you in connection with Third Party Content.  You may find certain Third Party Content to be outdated, harmful and/or inaccurate.  You rely upon Third Party Content at your own risk.

Third Party Services.  While using the Services, you may be offered services, products or promotions provided by third parties and not Den (“Third Party Services”).  If you decide to use any Third Party Services, you will be responsible for reviewing and understanding the terms and conditions for such services. We are not responsible or liable for the performance of any Third Party Services.  You agree to resolve any disputes between you and a provider of Third Party Services directly with that third party, in accordance with the terms and conditions that govern such Third Party Services, and not with Den.

Links to Third Party Websites.  The Services may contain links to certain third party websites (each, a “Third Party Website”).  By linking the Services to a Third Party Website, we do not approve, endorse, or recommend the use of such Third Party Website, nor any Third Party Services accessed thereby.  These Terms do not govern your use of any Third Party Websites you may access.  You access any Third Party Website at your own risk.  We expressly disclaim any liability for your use of Third Party Websites.  When you use a link to go from the Services to a Third Party Website, our Privacy Policy is no longer in effect.  Your browsing and interactions on a Third Party Website, including those that have a link in the Services is subject to that website’s own terms, rules and policies.

Gnosis Safe.  While using the Services, you may be redirected to Third Party Services or a Third Party Website provided by Gnosis Limited d/b/a Gnosis Safe (“Gnosis Safe”).  When you are redirected or use a link to go from the Services to Gnosis Safe’s website or services, you agree to Gnosis Safe’s Terms and Conditions and you further agree to permit Gnosis Safe to process data that you provide to Den and/or Gnosis Safe in accordance with Gnosis Safe’s Privacy Policy.

9. Termination

You may terminate your relationship with us by notifying us in writing using the information in Section 16 (Contact Information) below. We may terminate your use of the Services without notice, and without liability to you or any third party, if we have reason to believe that you have violated these Terms. If your use of the Services is terminated, you will still remain liable for any obligations you have incurred in connection with using the Services. We have the right to bar you from accessing the Services without liability to you or any third party.

10. Changes to the Terms

We may change the Terms at any time, in whole or in part, by posting an updated version of the Terms on our Website (“Updated Version”).  The Updated Version is effective as of the date it is posted on the Website but it will not apply retroactively.  Your continued use of the Website or the Services after the posting of an Updated Version constitutes your acceptance of such revised version.  Any change to the Disputes section of the Terms does not apply to disputes arising prior to such change.

11. Indemnification

You agree to indemnify and hold Den, its parents and subsidiaries, and each of their respective members, officers, directors, employees, agents, co-branders, content licensors and/or other partners, harmless from and against any and all claims, expenses (including reasonable attorneys' fees), damages, suits, costs, demands and/or judgments whatsoever, made by any third party due to or arising out of: (a) your use of the Website or any of the Services; (b) your breach of the Terms; (c) your violation of any rights of another individual and/or entity; and (d) any dispute between you and any other user of the Services.  The provisions of this Indemnification section are for the benefit of Den, its parents, subsidiaries and/or affiliates, and each of their respective officers, directors, members, employees, agents, shareholders, licensors, suppliers and/or attorneys. Each of these individuals and entities shall have the right to assert and enforce these provisions directly against you on its own behalf.

12. Disclaimer of Warranties

THE SERVICES ARE PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS.  ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, ARE DISCLAIMED TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW (INCLUDING, BUT NOT LIMITED TO, THE DISCLAIMER OF ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND/OR FITNESS FOR A PARTICULAR PURPOSE).  IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, DEN MAKES NO WARRANTY THAT THE SERVICES OR ANY THIRD PARTY SERVICES: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE OR THAT DEFECTS WILL BE CORRECTED; (C) WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (D) WILL HAVE SECURITY METHODS EMPLOYED THAT WILL BE SUFFICIENT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SAME, OR AGAINST INFRINGEMENT; AND/OR (E) WILL BE ACCURATE OR RELIABLE.  DEN WILL NOT BE LIABLE FOR THE AVAILABILITY OF THE UNDERLYING INTERNET CONNECTION ASSOCIATED WITH THE WEBSITE OR SERVICES.  NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM DEN OR OTHER USERS OF THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

THE SERVICES RELY IN PART ON THIRD PARTY AND OPEN SOURCE SOFTWARE, INCLUDING VARIOUS BLOCKCHAIN TECHNOLOGIES, AND THE CONTINUED SUPPORT AND MAINTENANCE THEREOF BY THIRD PARTIES.  WE DO NOT GUARANTEE THAT SUCH THIRD PARTIES WILL CONTINUE TO SUPPORT AND MAINTAIN THEIR SOFTWARE OR THAT OPEN SOURCE SOFTWARE WILL BE MAINTAINED, WHICH MAY HAVE A MATERIAL ADVERSE EFFECT ON THE SERVICES.

13. Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT DEN SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL AND/OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF DEN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), TO THE FULLEST EXTENT PERMISSIBLE BY LAW FOR: (A) THE USE OR THE INABILITY TO USE THE WEBSITE OR SERVICES; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, CONTENT AND/OR ANY OTHER DEN PRODUCTS AND/OR SERVICES PURCHASED OR OBTAINED FROM OR THROUGH THE WEBSITE OR SERVICES; AND (C) ANY OTHER MATTER RELATING TO THE SERVICES.  THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION, IN THE AGGREGATE INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND ANY AND ALL OTHER TORTS.  YOU HEREBY RELEASE DEN FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS IN EXCESS OF THE LIMITATIONS STATED HEREIN.  IF APPLICABLE LAW DOES NOT PRECLUDE SUCH LIMITATION, THE MAXIMUM LIABILITY OF DEN TO YOU UNDER ANY AND ALL CIRCUMSTANCES WILL BE FIVE HUNDRED DOLLARS ($500.00). NO ACTION, REGARDLESS OF FORM, ARISING OUT OF YOUR USE OF THE WEBSITE OR SERVICES MAY BE BROUGHT BY YOU OR DEN MORE THAN ONE (1) YEAR FOLLOWING THE EVENT WHICH GAVE RISE TO THE CAUSE OF ACTION . THE LIMITATION OF DAMAGES SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND DEN.  ACCESS TO THE SERVICES WOULD NOT BE PROVIDED TO YOU WITHOUT SUCH LIMITATIONS. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS ON LIABILITY AND IN SUCH JURISDICTIONS DEN'S LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

14. Disputes

For any dispute you may have with Den, we encourage you to contact us to resolve issues amicably.  If we are unable to reach an informal resolution, this section governs any legal disputes between us regarding your use of the Services.

Any claim arising out of or relating to the Terms, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.  Claims shall be heard by a single arbitrator. The place of arbitration shall be in the County of New York, State of New York.  The arbitration shall be governed by the laws of the State of New York.  Each party shall bear its own costs and expenses and an equal share of the arbitrator’s and administrative fees of arbitration.  Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

To the extent permitted by law, you agree that you will not bring, join or participate in any class action lawsuit as to any claim, dispute or controversy that you may have against Den and/or its employees, officers, directors, members, representatives and/or assigns. You agree to the entry of injunctive relief to stop such a lawsuit or to remove you as a participant in the suit. You agree to pay the attorney's fees and court costs that Den incurs in seeking such relief. You further agree that this paragraph, which prevents you from bringing, joining or participating in class action lawsuits, (i) does not constitute a waiver of any of your rights or remedies to pursue a claim individually and not as a class action in binding arbitration as provided above; and (ii) is an independent agreement.

15. General Terms

Entire Agreement. The Terms constitute the entire agreement between us.

Severability. If any part of the Terms is held to be invalid, illegal, or unenforceable, then the remaining provisions of the Terms remain in full force. Notwithstanding anything herein to the contrary, the “Disclaimer of Warranties” and “Limitation of Liability” sections shall survive the termination of the Terms.

Assignment. You may not assign the Terms or your rights and obligations hereunder without our express prior written consent. We may withhold such consent in our sole discretion. We may assign the Terms and our rights and obligations hereunder without your consent or the consent of any persons or business you represent.

No Agency. Nothing contained in the Terms shall be deemed to constitute either party as the agent or representative of the other party unless expressly stated in writing. We and you are not partners or members of a joint-venture for any purpose.

Headings. Headings contained in the Terms are for reference and convenience purposes only. They do not limit or change the meaning or interpretation of the Terms.

No Waiver. No part or section of the Terms may be waived unless expressly agreed to in writing by you and Den.  Our failure to enforce any provision of the Terms will not be a waiver of our right to act on subsequent breaches or similar breaches. Our failure to enforce any provision of the Terms will not be a waiver of our right to enforce that provision in the future.

16. Contact Information

Our Contact Us page contains information that allows you to contact us directly with any questions or comments that you may have. We read every message sent in and endeavor to reply promptly.  This information is used to respond directly to your questions or comments. If you have any questions about the Terms, please feel free to contact us at support@onchainden.com