Referral ProgramDBot Terms of Service
Last updated: October 2023
These Terms of Conditions ("Terms", "Terms of Use" or "Agreement") contain the terms and conditions that govern your access to and use of the Site and Products we offer, and are between us and you or the entity you represent ("you" or " your”). Please read these Terms of Conditions carefully before using the Site or Products. By using this website and clicking a button or checkbox to accept or agree to these Terms (if the option is available), you accept and agree to these Terms and any additional terms, rules and conditions of participation that we may publish from time to time and agree to the collection, Usage, Privacy Policy. If you do not agree to these Terms or perform any and all obligations you accept under these Terms, you may not access or use the Product.
You represent to us that you can lawfully enter into the contract. If you are entering into this Agreement for an entity (such as a company for which you work), you represent to us that you have the legal authority to bind that entity.
1. SERVICES; ACCESS AND USE.
1.1 Subject to the terms and conditions of this Agreement, DBot hereby grants you a non-transferable, non-exclusive, non-sublicensable, limited-term, worldwide right and license to access and use the Services. "Service" refers to the latest version of the network services, related software and other related services provided to you by DBot in accordance with this Agreement. You may not transfer, sublicense or in any other way make, permit or exploit the Services available to third parties, such as through time sharing, as a service or otherwise.
1.2 DBot reserves the right to implement new versions and upgrades to the service at any time, including but not limited to modifications to the design, operating methods, technical specifications, systems and other functions of the service without prior notice.
1.3 DBot reserves the right to modify these General Terms and Conditions. Any such modifications will be notified to you via email or the DBot website. You shall be deemed to have received notice no later than one week from the date of sending the notice by email or posting it on the Website. If the changes have a significant adverse impact on you, you have the right to terminate this Agreement within thirty days from the date on which the notice is deemed to have been received in accordance with the above provisions. If you do not terminate this Agreement within the period specified above, you will be deemed to have accepted the new terms and conditions.
1.4 Third-Party Services, certain features and functionality within the Services may allow you or your Authorized Users to interact with, access, or use compatible third-party services, products, software, technologies, and content (collectively, "Third-Party Services") . Third-Party Content and Third-Party Services are provided solely for your convenience. We do not verify, curate or control third-party content. We do not control third-party services. Accordingly, we do not guarantee, endorse or recommend such content or services to any or all users of the Products or the use of such content or services for any particular purpose. Your access to, reliance on or use of any Third-Party Content or Third-Party Services is at your own risk. We disclaim all responsibility and liability for any loss caused by your reliance on or use of such content or services. We are not responsible for third party content that may be misleading, incomplete, erroneous, offensive, indecent or otherwise objectionable to you or otherwise objectionable under the laws of your jurisdiction. Your choice to rely on Third-Party Content or use Third-Party Services is your own, and you are solely responsible for ensuring that your reliance or use complies with all applicable laws. Your dealings or communications with any third party providing such content or services are solely between you and such third party. We reserve the right to change, suspend, remove, disable or impose restrictions on access or use of any Third Party Services at any time without prior notice.
2. Changes.
2.1 We may from time to time change or discontinue any or all Products, or change or remove features of any or all Products. We will use commercially reasonable efforts to communicate the discontinuation of any product or service to you via the Site or public communications channels. If you are on a paid plan, we will use commercially reasonable efforts to notify you at least 30 days before product termination, and we will use commercially reasonable efforts to continue supporting the product for up to three months after termination. , unless doing so would cause information security or intellectual property issues, or impose an economic or technical burden, or would create an undue risk for us of violating the law.
2.2 We reserve the right, at our sole discretion, to modify or replace any part of this Agreement or any policy at any time. It is your responsibility to periodically check this Agreement for changes, but we will also use commercially reasonable efforts to communicate any material changes to this Agreement via the Site, email, or public channels. Your continued use of or access to the Products following the posting of any changes to this Agreement constitutes your acceptance of those changes, regardless of whether you are reviewing the changes or actually reading the changes.
3. Your Obligations
3.1 You are responsible for the activities you carry out and use our services in a manner consistent with national laws. All Applications and other Results and the use of such Applications and Results created by you using the Services shall be solely your responsibility.
3.2 You are solely responsible for ensuring that any plug-ins or other third-party services used and installed in its applications and the results created using the Services do not violate this Agreement or violate any applicable laws and regulations. Any use of plugins or any other third party services is entirely at your own risk and responsibility. DBot is not responsible for your use of plugins or other third-party services.
3.3 You undertake not to use the Services in any manner that may infringe the copyright of any third party, constitute the dissemination of trade secrets, may incite or participate in a crime, or may cause a third party to commit a crime.
3.4 You are solely responsible for properly configuring and using the Products and otherwise taking appropriate steps to protect, secure and back up your account and content. If you cannot be responsible for the security of your account, or do not wish to assume such obligations, you should not use this product.
3.5 To the extent we provide product-generated login credentials and API authentication, such login credentials and API authentication are for your personal use only, and you may not sell, transfer or sublicense them to any other entity or person, but may Disclose passwords or private keys to agents and subcontractors who perform work on your behalf.
4. FEES AND PAYMENT.
4.1 You shall pay the fees specified in the registration procedure or other agreed fees.
4.2 When starting to use the Services, you agree that you lose your rights to refunds and waive any cooling-off period.
4.3 You shall make payment by using a credit card or virtual currency supported by us.
4.4 If the Service or this Agreement is terminated early due to your breach of contract, you have no right to request a refund of any prepaid fees.
4.5 Each party will be responsible for determining and paying all taxes and other governmental fees and charges (as well as any penalties, interest and other additional charges) imposed on that party as a result of or in connection with the Transaction, as required by applicable law, under this Agreement. Payment. Unless otherwise stated, all fees payable by you are exclusive of tax. We reserve the right to withhold taxes where necessary.
5. Personal Data, Privacy, Disclosure
5.1 In order for you to use the Services, you must provide us with certain data, including but not limited to wallet address, email address, contact information, etc. Information collection and dissemination practices are described in our Privacy Policy, which is available on the DBot website.
5.2 In addition, in order for you to use the Services, you must also allow us to store and retrieve session information on your terminal device through the use of "cookies". The purpose of storage and retrieval of this information is to enable the necessary login/logout procedures used in the Service and to ensure that unauthorized persons do not have access to the Service and to improve the use of the Service.
5.3 You represent and warrant that our access to or receipt of your data under this Agreement will not violate any applicable laws, rules or regulations (including but not limited to privacy laws, ITAR and rules related to PCI DSS), or result in a violation of any of your Any agreements or obligations between third parties.
6. CONFIDENTIAL INFORMATION.
6.1 As used herein, “Confidential Information” means any information that one Party (the “Disclosing Party”) provides to the other Party (the “Receiving Party”) in connection with this Agreement, whether orally or in writing, that is designated as confidential or that reasonably should be considered to be confidential given the nature of the information and/or the circumstances of disclosure. In particular, Confidential Information includes: (a) Your Data; (b) any other information that by its nature would be understood by a reasonable person to be confidential, including but not limited to pricing, software, algorithms, business plans, product plans, technical information, or business processes disclosed by either Party. However, Confidential Information will not include any information or materials that: (a) were at the time of disclosure, or have subsequently become, generally known or available to the public through no act or omission of the Receiving Party; (b) were rightfully known by the Receiving Party prior to receiving such information or materials from the Disclosing Party; (c) are rightfully acquired by the Receiving Party from a third party who has the right to disclose such information or materials without breach of any confidentiality or non-use obligation to the Disclosing Party; or (d) are independently developed by or for the Receiving Party without use of or access to any Confidential Information of the Disclosing Party.
6.2 The Receiving Party will maintain the Disclosing Party’s Confidential Information in strict confidence, and will not use the Confidential Information of the Disclosing Party except as necessary to perform its obligations or exercise its rights under this Agreement. The Receiving Party will not disclose or cause to be disclosed any Confidential Information of the Disclosing Party, except (a) to those employees, representatives, or contractors of the Receiving Party who have a bona fide need to know such Confidential Information to perform under this Agreement and who are bound by written agreements with use and nondisclosure restrictions at least as protective as those set forth in this Agreement, or (b) as such disclosure may be required by the order or requirement of a court, administrative agency, or other governmental body, subject to the Receiving Party providing to the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a protective order or otherwise contest the disclosure.
6.3 The terms and conditions of any negotiated agreement or pricing proposal will constitute Confidential Information of each Party but may be disclosed on a confidential basis to a Party’s advisors, attorneys, actual or potential acquirers, investors, or other sources of funding (and their respective advisors and attorneys) for due diligence purposes.
7. REPRESENTATIONS AND WARRANTIES.
7.1 Each Party represents and warrants to the other Party as of the Effective Date that (a) it is duly organized, validly existing and in good standing under its jurisdiction of organization and has the right to enter into this Agreement; and (b) the execution and performance of this Agreement are within the corporate powers of such Party, have been duly authorized by all necessary corporate action on the part of such Party, and constitute a valid and binding agreement.
7.2 DBot represents and warrants as of the Effective Date that (a) it will provide the Services in a professional and workmanlike manner in accordance with industry standards; and (b) the Services will substantially conform to the Documentation. The sole remedy for a breach of the foregoing warranty shall be the refund of a pro-rated amount of the Fees paid for the remaining portion of the Term.
8. Proprietary Rights.
8.1 Your Content. Depending on the offering, you may share content with us. Except as provided in this Section 7, we obtain no rights under this Agreement from you (or your licensors) to Your Content; however, you consent to our use of Your Content in any manner that is consistent with the purpose of your use of the Offerings or that otherwise facilitates providing the Offerings to you.
8.2 Offerings License. We or our licensors own all right, title, and interest in and to the Offerings, and all related technology and intellectual property rights. Subject to the terms of this Agreement, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to do the following: (a) access and use the Offerings solely in accordance with this Agreement; and (b) copy and use Our Content solely in connection with your permitted use of the Offerings. Except as provided in this Section 7.2, you obtain no rights under this Agreement from us, our affiliates or our licensors to the Offerings, including any related intellectual property rights. Some of Our Content and Third-Party Content may be provided to you under a separate license, such as the Apache License, Version 2.0, or other open source license. In the event of a conflict between this Agreement and any separate license, the separate license will prevail with respect to Our Content or Third-Party Content that is the subject of such separate license.
8.3 License Restrictions. Neither you nor any End User will use the Offerings in any manner or for any purpose other than as expressly permitted by this Agreement. Except for as authorized, neither you nor any End User will, or will attempt to (a) modify, distribute, alter, tamper with, repair, or otherwise create derivative works of any Content included in the Offerings (except to the extent Content included in the Offerings is provided to you under a separate license that expressly permits the creation of derivative works), (b) reverse engineer, disassemble, or decompile the Offerings or apply any other process or procedure to derive the source code of any software included in the Offerings (except to the extent applicable law doesn’t allow this restriction), (c) access or use the Offerings in a way intended to avoid incurring fees or exceeding usage limits or quotas, (d) use scraping techniques to mine or otherwise scrape data except as permitted by a Plan, or (e) resell or sublicense the Offerings unless otherwise agreed in writing. You will not use Our Marks unless you obtain our prior written consent. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavors). You will not imply any relationship or affiliation between us and you except as expressly permitted by this Agreement.
8.4 Suggestions. If you provide any suggestions to us or our affiliates, we and our affiliates will be entitled to use the suggestions without restriction. You hereby irrevocably assign to us all right, title, and interest in and to the Suggestions and agree to provide us with any assistance we require to document, perfect, and maintain our rights in the Suggestions.
9. Disclaimers; Risk.
9.1 Disclaimer. The offerings are provided “as is.” except to the extent prohibited by law, or to the extent any statutory rights apply that cannot be excluded, limited or waived, we and our affiliates and licensors make no representations or warranties of any kind, whether express, implied, statutory or otherwise regarding the offerings, the third party content, or the third party services, and disclaim all warranties, including any implied or express warranties (a) of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or quiet enjoyment, (b) arising out of any course of dealing or usage of trade, (c) that the offerings, third party content, or third party service will be uninterrupted, error free or free of harmful components, and (d) that any content will be secure or not otherwise lost or altered. You acknowledge and agree that you have not relied and are not relying upon any representation or warranty from dbot that is not otherwise in this agreement or in a separate written agreement between us, and you agree you will not take a position in any proceeding that is inconsistent with this provision.
9.2 Risks. Our offerings rely on emerging technologies, such as ethereum. Some offerings are subject to increased risk through your potential misuse of things such as public/private key cryptography, or failing to properly update or run software to accommodate protocol upgrades, like the transition to proof of stake consensus. By using the offerings you explicitly acknowledge and accept these heightened risks. You represent that you are financially and technically sophisticated enough to understand the inherent risks associated with using cryptographic and blockchain-based systems and upgrading your software and processes to accommodate offering and protocol upgrades, and that you have a working knowledge of the usage and intricacies of digital assets such as ether (eth) and other digital tokens, such as those following the erc-20 token standard. In particular, you understand that we do not operate the ethereum protocol or any other blockchain protocol, communicate or execute protocol upgrades, or approve or process blockchain transactions on behalf of you. You further understand that blockchain protocols present their own risks of use, that supporting or participating in the protocol may result in losses if your participation violates certain protocol rules, that blockchain-based transactions are irreversible, that your private key and secret recovery phrase must be kept secret at all times, that dbot will not store a backup of, nor will be able to discover or recover, your private key or secret recovery phrase, that digitally copying and storing your secret recovery phrase on a cloud storage system or other third party supported data storage, including your personal device, may increase the risk of loss or theft, and that you are solely responsible for any approvals or permissions you provide by cryptographically signing blockchain messages or transactions, especially those responding to solicitations and other prompts from third parties.You further understand and accept that digital tokens present market volatility risk, technical software risks, regulatory risks, and cybersecurity risks. You understand that the cost and speed of a blockchain-based system is variable, that cost may increase dramatically at any time, and that cost and speed is not within the capability of dbot to control. You understand that protocol upgrades may inadvertently contain bugs or security vulnerabilities that may result in loss of functionality and ultimately funds.You understand and accept that dbot does not control any blockchain protocol, nor does dbot control any smart contract that is not otherwise offered by dbot as part of the offerings and is not itself a third party service. You understand and accept that dbot does not control and is not responsible for the transition of any blockchain protocol from proof of work to proof of stake consensus or the functioning of any protocol after it undergoes a technical upgrade. You understand and accept that dbot does not control and is not responsible for any third party service. You agree that you alone, and not dbot, is responsible for any transactions that you engage in with regard to supporting any blockchain protocol whether through transaction validation or otherwise, or any transactions that you engage in with any third-party-developed smart contract or token, including tokens that were created by a third party for the purpose of fraudulently misrepresenting affiliation with any blockchain project. You agree that dbot is not responsible for the regulatory status or treatment in any jurisdiction of any digital assets that you may access or transact with using dbot offerings. You expressly assume full responsibility for all of the risks of accessing and using the offerings to interact with blockchain protocols.
10. Limitations of Liability.
10.1 Subject to the limitations set forth in this Agreement, DBot shall only be liable for direct damages.
10.2 In the event of major defects that seriously impede the Client’s use of the Services and that are attributable to DBot, DBot undertakes to act to rectify such defect without unreasonable delay. In the absence of intent or gross negligence by DBot, DBot assumes no responsibility for defects or deficiencies in the Services. Error notification must be given by the Client in accordance with the instructions announced by DBot and within a reasonable time of the discovery of the defect.
10.3 The Client shall not be entitled to a reduction in payment, or to damages or other sanctions in the event of operational disruption or errors that impede data traffic that are not due to negligence by DBot.
10.4 DBot shall defend and indemnify Client from and against any damage, cost and expense (including reasonable attorneys’ fees) finally awarded or agreed in a settlement by DBot as a result of any claim, suit or proceeding brought against Client based on a claim that the authorized use of the Services furnished by DBotder this Agreement constitutes an infringement of any third party intellectual property right; provided that DBot has been notified promptly in writing of such claim, and given authority, information, and assistance to handle the claim or the defence of any suit, proceeding or settlement and that Client has not compromised or settled the claim, suit or proceeding without DBot prior written consent, and provided further that DBot shall have no obligations under this section to the extent any claim is based on the combination or use of the Services with other software, hardware or services not furnished by DBot or use of the Services in a manner prohibited under this Agreement, in a manner for which it was not designed where the Services would not otherwise itself be infringing.
10.5 In the event that the Services in such suit or proceeding are held to constitute an infringement, or if in DBot reasonable opinion the Services may constitute such infringement, and/or its further use is enjoined, DBot shall, at its own expense and at its option, either(i) procure for Client the right to continue the use of the Services, or(ii) replace the Services with non-infringing services of materially equivalent function and performance, or(iii) modify the Services so that it becomes non-infringing without materially detracting from function or performance.Should none of these measures be technically, commercially or economically reasonable to DBot, then either party may terminate this Agreement. Upon such termination, DBot shall refund the amount of fees paid in advance in respect of not yet used Services.
11. Force Majeure
11.1 A party is exempt from sanctions for failure to fulfil certain obligations under the Agreement if the failure is due to any circumstance which is outside the party’s control and which the party could not reasonably have foreseen or avoided, such as war, actions by the authorities, new or amended legislation, industrial action, restrictions on trade or currencies, blockade, fire, flood or similar circumstance, as well as defects or delays in deliveries from subcontractors.
11.2 It is incumbent upon the party who wishes to cite grounds for exemption under this section to inform the other Party without delay that such a circumstance has arisen, and when it ceases.
12. TERM AND TERMINATION.
12.1 The Agreement comes into force on the earliest of (i) when the Client logs-on to the Services for the first time, (ii) when the Client pays the fee for the Services.
12.2 Each Party has the right to give written notice of termination of the Agreement. Such notice of termination must be given no later than ninety (90) days before the party wants the Agreement to expiry.
12.3 Either party has the right to terminate the Agreement with immediate effect if:(a) the other party is guilty of material breach of the Agreement and the breach of the Agreement is not fully rectified within thirty (30) days from the date on which the party in breach receives written notice from the other party with a request that corrective action is taken;(b) the other party suspends payments, resolves on voluntary or involuntary liquidation, applies for a company reorganisation or bankruptcy or if the party can otherwise be regarded as insolvent.
12.4 EU customers accept that if they use the service by either signing into their account or in any other way accessing purchased material, they lose their right to the default EU regulated cool-off period for digital services
12.5 On the termination of the Agreement, all parts of the Client’s right to utilise the Services terminates.
12.6 Upon termination of this Agreement for any reason, DBot shall be entitled to permanently delete and destroy all of the Client’s data and content related thereto.
13. Access Restrictions and Early Termination
13.1 DBot shall be entitled, with immediate effect, to disable the Client’s access to the Services or to terminate the Agreement at any time in writing where:(a) the Client or its users uses the Services in a manner that entails the perpetration of a crime;(b) the Client uses the Services in a manner that occasions losses or the risk of loss for DBot or any third party;(c) the Client uses the Services in a manner that violates DBot security or administrative regulations;(d) it may be reasonably assumed that Client’s use of the Services violates governing law;(e) the Client otherwise fails to comply with the Agreement and such breach of contract is material.
14. Assignment
14.1 You will not assign or otherwise transfer this Agreement or any of your rights and obligations under this Agreement, without our prior written consent. Any assignment or transfer in violation of this Section 14.1 will be void. We may assign this Agreement without your consent (a) in connection with a merger, acquisition or sale of all or substantially all of our assets, or (b) to any Affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for us as a party to this Agreement and we are fully released from all of our obligations and duties to perform under this Agreement. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns.
15. Miscellaneous.
15.1 If any provision of this Agreement is held invalid, illegal or unenforceable, that provision will be enforced to the maximum extent permitted by law, given the fundamental intentions of the Parties, and the remaining provisions will remain in full force and effect.
15.2 You hereby grant DBot a right and license to (a) use your name and logo on its website; (b) use a general description of your relationship with DBot in press releases and other marketing and promotional materials and appearances; and (c) use you upon reasonable request as a reference account and for other marketing events including with press, analysts, and DBot’s existing or potential investors or customers. Any such use will be consistent with any branding guidelines provided by you and shall in no way demean or disparage you.
15.3 The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Agreement. The Uniform Computer Information Transactions Act (UCITA) will not apply to this Agreement regardless of when or where adopted.
15.4 The relationship between the Parties is that of independent contractors. Nothing in this Agreement will be construed to establish any partnership, joint venture or agency relationship between the Parties. Neither Party will have the power or authority to bind the other or incur any obligations on the other’s behalf without the other Party’s prior written consent.
15.5 No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any Third Party.