Denarii Labs Inc. and its affiliates (“Denarii Labs”, the “Company” or “we”) provides its content on its websites or applications that are subject to this Terms of Use (the “Website”) subject to the following terms and conditions (the “Terms”).  

 

Denarii Labs may periodically change the Terms without prior notice, so please check the Terms from time to time as your continued use of the Website following the posting of revised Terms means that you accept and agree to the changes, as they are binding on you.  These Terms were last updated: January 2023.

 

By accessing and using this Website, you agree to these Terms and our Privacy Policy, incorporated herein by reference.  To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current, and complete.  If you do not want to agree to these Terms or the Privacy Policy, you must not access or use the Website.  This Website is offered and available to users who are 18 years of age or older and, by using this Website, you represent and warrant that you are of legal age to form a binding contract with the Company and meet the foregoing eligibility requirements. If you do not meet all requirements, you must not access or use the Website.

 

Intellectual Property

All content and functionality on the Website, including, but not limited to all information, text, graphics, logos, icons, images, and videos and the selection and arrangement thereof, in addition to any concepts, know-how, tools, frameworks, software, applications or other technology, algorithms, models, processes, and industry perspectives underlying or embedded in the foregoing, along with any enhancements to or derivative works thereof (the “Website Content”) is the exclusive property of Denarii Labs, its licensors or other providers of such material and, to the extent applicable, is protected by U.S. and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

 

The Company name, trademarks, service marks, designs, and logos (collectively, the “Trademarks”) displayed on the Website are the registered and unregistered Trademarks of Denarii Labs and its licensors. You agree that, except as expressly permitted by us (for example, through social media sharing tools provided on the Website) or by our licensors, where applicable, you will not refer to or attribute any information to Denarii Labs or its licensors in any public medium (e.g., press release, websites, or public social media) for advertising or promotion purposes, or for the purpose of informing or influencing any third party and that you will not use or reproduce any Trademark of, or imply any endorsement by or relationship with, Denarii Labs or its licensors.

 

Neither the Website Content nor functionality of the Website, may be copied, reproduced, modified, reverse engineered, altered (including the removal or disabling of any security or technological safeguards, disclaimers, or legends) uploaded, published, uploaded, posted, transmitted, or distributed in any way without our written permission, except for those uses specified herein as a permitted use of Website content. All rights not expressly granted are reserved.

 

Certain Permitted Uses and Prohibitions

The following are permitted uses of Website Content:  Denarii Labs hereby grants you a limited, non-exclusive, non-transferable, revocable license for the term hereof to access and download, display, and print one copy of the Website Content on any single computer solely for your personal non-commercial or internal business use, provided that you do not modify the Website Content in any way (including creating derivative works thereof), that you retain all copyright and other proprietary notices displayed on the Website Content, and that you otherwise comply with these Terms. If we provide social media features with certain content, you may take such actions as are enabled by such features or the platform hosting those features. You may not otherwise reproduce, modify, reverse engineer, distribute, transmit, post, or disclose the Website Content without Denarii Labs’s prior written consent. Nothing on this Website should be construed as granting directly or indirectly, or by implication any license or right to use any Denarii Labs intellectual property other than as expressly set forth herein. The license granted in this section terminates automatically and immediately if you do not comply with these Terms.

 

No right, title, or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company.

 

You agree not to conduct the following actions:

• Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Website, including their ability to engage in real time activities through the Website.

• Use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.

• Use any manual process to monitor or copy any of the material on the Website or for any other unauthorized purpose without our prior written consent.

• Use any device, software, or routine that interferes with the proper working of the Website.

• Introduce any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.

• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website.

• Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.

• Otherwise attempt to interfere with the proper working of the Website.

 

User Contributions and Postings

You acknowledge and agree that Denarii Labs shall own and have the unrestricted right to use, publish, and otherwise exploit any and all information that you post or otherwise publish on the Website in postings, forums or message boards, questionnaire, survey responses, and otherwise (“User Contributions”), and you acknowledge and agree that, by providing us any such submission, you automatically grant, and hereby do grant, to us a worldwide, non-exclusive, transferable, assignable, sublicensable, fully paid-up, royalty-free, perpetual, irrevocable license and right to use, reproduce, publish, distribute, modify and otherwise exploit such User Contribution for any purpose, and in any form or media, not prohibited by applicable law.  In addition, you hereby waive any claims against Denarii Labs for any alleged or actual infringements of any rights of privacy or publicity, intellectual property rights, moral rights, or rights of attribution in connection with Denarii Labs’s use and publication of such submissions.

 

You covenant that you shall not post or otherwise publish on the Website any materials that (a) are threatening, libelous, defamatory, or obscene; (b) would constitute, or that encourage conduct that would constitute, a criminal offense, give rise to civil liability, or otherwise violate law; (c) infringe the intellectual property, privacy, or other rights of any third parties; (d) contain a computer virus or other destructive element; (e) contain advertising; (f) constitute or contain false or misleading statements; or (g) violates these Terms.

 

You further agree that any User Contributions you post to the site will be considered non-confidential and non-proprietary and that you own or control all rights in and to the User Contributions and have the right to grant the rights and license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.

 

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.  We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Website.

 

Denarii Labs does not represent or endorse the accuracy or reliability of information posted to the Website by users. In addition, Denarii Labs does not review all information posted to the Website by users and is not responsible for such information. However, Denarii Labs reserves the right to refuse to post and the right to remove any information, in whole or in part, for any reason or for no reason.

 

Monitoring, Enforcement, Notices of Infringement, Takedown

We have the right to monitor and enforce our policies and Terms regarding the use of the Website and, accordingly, we may:

• Remove or refuse to post any User Contributions for any or no reason, in our sole discretion.

• Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use (including the content standards set forth herein or otherwise appropriate in forums such as the Website (as determined by Denarii Labs in its sole discretion) such as defamatory, obscene, offensive, harassing, pornographic, discriminatory or otherwise inappropriate material), infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website or the public, or could create liability for the Company.

• Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.

• Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website.

• Terminate or suspend your access to all or part of the Website for any or no reason, including without limitation, any violation of these Terms of Use.

 

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

 

We do not undertake to review all material before it is posted on the Website, however, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

 

Denarii Labs prohibits the posting of any information that infringes or violates the copyright rights and/or other intellectual property rights (including rights of privacy and publicity) of any person or entity.

 

If you believe that your intellectual property right (or such a right that you are responsible for enforcing) is infringed by any content on the Website, please write to Denarii Labs at info@denariilabs.xyz, giving a written statement that contains: (a) identification of the copyrighted work and/or intellectual property right claimed to have been infringed; (b) identification of the allegedly infringing material on the Website that is requested to be removed; (c) your name, address, and daytime telephone number, and an e-mail address; (d) a statement that you have a good faith belief that the use of the copyrighted work and/or exercise of the intellectual property right is not authorized by the owner, its agent, or the law; (e) a statement that the information in the notification is accurate, and, under penalty of perjury, that the signatory is authorized to act on behalf of the owner of the right that is allegedly infringed; and (f) the signature of the intellectual property right owner or someone authorized on the owner’s behalf to assert infringement of the right. Denarii Labs will remove any posted submission that infringes the copyright or other intellectual property right of any person upon receipt of such a statement (or any statement in conformance with applicable law).  There may be significant penalties for submitting such a statement falsely. Under appropriate circumstances, persons who repeatedly submit infringing or unlawful material will be prohibited from posting further submissions.

 

Disclaimers

THE CONTENT AND FUNCTIONALITY ON THE WEBSITE IS PROVIDED WITH THE UNDERSTANDING THAT DENARII LABS IS NOT HEREIN ENGAGED IN RENDERING PROFESSIONAL ADVICE OR SERVICES TO YOU, NO WEBSITE CONTENT IS INTENDED TO SERVE AS OR SHALL BE DEEMED INVESTMENT, LEGAL, TAX, ACCOUNTING OR OTHER REGULATED ADVICE, AND THAT YOU SHALL REMAIN SOLELY RESPONSIBLE FOR YOUR USE OF ALL WEBSITE CONTENT AND ACKNOWLEDGE THAT ANY RELIANCE UPON THE WEBSITE CONTENT SHALL BE ENTIRELY AT YOUR SOLE OPTION AND RISK. WE DISCLAIM ALL LIABILITY AND RESPONSIBILITY ARISING FROM ANY RELIANCE PLACED ON SUCH MATERIALS BY YOU OR ANY OTHER VISITOR TO THE WEBSITE, OR BY ANYONE WHO MAY BE INFORMED OF ANY OF ITS CONTENTS.

 

ALL CONTENT AND FUNCTIONALITY ON THE WEBSITE IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  

 

DENARII LABS SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY ERRORS, OMISSIONS OR INACCURACIES IN THE CONTENT. THE INFORMATION PROVIDED IS NEITHER COMPREHENSIVE NOR APPROPRIATE FOR EVERY INDIVIDUAL. SOME OF THE INFORMATION IS RELEVANT ONLY IN CERTAIN PARTS OF THE WORLD, AND MAY NOT BE RELEVANT TO OR COMPLIANT WITH THE LAWS, REGULATIONS OR OTHER LEGAL REQUIREMENTS OF OTHER COUNTRIES. IT IS YOUR RESPONSIBILITY TO DETERMINE WHETHER, HOW AND TO WHAT EXTENT YOUR INTENDED USE OF THE SERVICES WILL BE TECHNICALLY AND LEGALLY POSSIBLE IN THE AREAS OF THE WORLD WHERE YOU INTEND TO USE THEM. YOU ARE ADVISED TO VERIFY ANY INFORMATION BEFORE USING IT FOR ANY PERSONAL, FINANCIAL OR BUSINESS PURPOSE.

 

DENARII LABS AND ANY THIRD-PARTY CONTENT PROVIDERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO THE OWNERSHIP, ACCURACY, USEFULNESS OR ADEQUACY OF THE WEBSITE CONTENT. DENARII LABS SHALL HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY INFORMATION PUBLISHED ON LINKED WEBSITES, CONTAINED IN ANY USER SUBMISSIONS PUBLISHED ON THE WEBSITE, OR PROVIDED BY THIRD PARTIES. TO THE FULLEST EXTENT PROVIDED BY LAW, NEITHER DENARII LABS NOR ITS THIRD-PARTY CONTENT PROVIDERS SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR LOSSES OR FOR LOST REVENUES OR PROFITS, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES AND REGARDLESS OF THE THEORY OF LIABILITY OR BASIS OF CLAIM.  

 

Materials provided by third parties may not reflect the opinion of the company.

 

We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.

 

YOU UNDERSTAND THAT WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THE WEBSITE WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES AND CHECKPOINTS TO SATISFY YOUR REQUIREMENTS FOR ANTI-VIRUS PROTECTION AND ACCURACY OF DATA INPUT AND OUTPUT, AND FOR MAINTAINING A MEANS EXTERNAL TO OUR SITE FOR ANY RECONSTRUCTION OF ANY LOST DATA. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

 

ANY DISCLAIMER OF LIABILITY SET FORTH IN THESE TERMS SHALL ALSO EXTEND TO ANY RIGHTS, CLAIMS OR INTERESTS THAT COULD BE ASSERTED AGAINST ANY INDIVIDUAL ACTING ON THE COMPANY’S BEHALF, INCLUDING ANY AFFILIATE, EMPLOYEE, CONSULTANT, INDEPENDENT CONTRACTOR, DIRECTOR, OFFICER, SHAREHOLDER AND ANY OTHER PERSON OR ENTITY ACTING ON ITS BEHALF.

 

Indemnification

You hereby indemnify, defend, and hold harmless Denarii Labs and all of its predecessors, successors, parents, subsidiaries, affiliates, officers, directors, shareholders, investors, employees, agents, representatives, and attorneys and their respective heirs, successors, and assigns (“Denarii Labs Indemnified Parties”) from and against any and all liability, expenses, costs, or other losses (“Losses”) incurred by Denarii Labs and/or Denarii Labs Indemnified Parties in connection to any claims arising out of your use of the Website and/or any breach by you of these Terms, including the representations, warranties and covenants you made, if any, by agreeing to these Term. Denarii Labs reserves the right to assume, at its own expense, the exclusive defense and control of any matter otherwise subject to indemnification by you.

 

Third-party websites & Providers

We may provide links to third-party websites, and some of the content appearing to be on this Website is in fact supplied, supported, or provided directly or indirectly by third parties, for example, in instances of framing of third-party websites or incorporation through framesets of content supplied by third-party servers. Denarii Labs has no responsibility for these third-party websites, which are governed by the terms of use and privacy policies, if any, of the applicable third-party content providers.

 

Governing law, Arbitration of disputes, and other legal matters

These Terms are governed by the laws of the British Virgin Islands without reference to the principles of conflicts of laws thereof. Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively in the courts of the British Virgin Islands, provided that we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

 

ANY DISPUTE OR DISAGREEMENT BETWEEN YOU AND THE COMPANY WHICH CANNOT BE RESOLVED AMICABLY SHALL BE RESOLVED EXCLUSIVELY BY ARBITRATION ON AN INDIVIDUAL BASIS ONLY, AND NOT ON A CLASS OR COLLECTIVE ACTION BASIS, IN THE BRITISH VIRGIN ISLANDS BY A SOLE ARBITRATOR APPOINTED UNDER THE BRITISH VIRGIN ISLANDS INTERNATIONAL ARBITRATION CENTRE (BVI IAC) ARBITRATION RULES. The arbitration shall be conducted in Road Town, the seat of the arbitration shall be in the British Virgin Islands, and all of the provisions of Schedule 2 to the BVI Arbitration Act 2013 shall apply.  The arbitrator shall have no authority to consider or resolve any claim or issue any relief on any basis other than an individual basis, and shall not do so on a class or collective action basis.

 

EXCEPT AS OTHERWISE PROVIDED ABOVE, THE PARTIES HEREBY WAIVE TRIAL IN A COURT OF LAW OR BY JURY. ALL OTHER RIGHTS, REMEDIES, STATUTES OF LIMITATION AND DEFENSES APPLICABLE TO CLAIMS ASSERTED IN A COURT OF LAW WILL APPLY IN THE ARBITRATION.

 

YOU WAIVE ANY RIGHT TO ASSERT ANY CLAIMS AGAINST THE COMPANY AS A REPRESENTATIVE OR MEMBER IN ANY CLASS, COLLECTIVE OR REPRESENTATIVE ACTION, EXCEPT WHERE SUCH WAIVER IS PROHIBITED BY LAW OR DEEMED BY A COURT OF LAW TO BE AGAINST PUBLIC POLICY.

 

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

 

No waiver of by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

 

The Terms of Use and, our Privacy Policy and any other agreements referenced herein constitute the sole and entire agreement between you and Denarii Labs Inc. regarding the Website and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website.

 

Any ambiguities herein will not be strictly construed against the drafter of the language concerned but will be resolved by applying the most reasonable interpretation under the circumstances, giving full consideration to the intentions of the parties at the time of contracting. These Terms will not be construed against any party by reason of its preparation. In the event any suit or other action is commenced by Denarii Labs to construe or enforce any provision of these Terms, in addition to all other amounts Denarii Labs shall be entitled to receive from User, Denarii Labs shall recover its reasonable attorneys fees and court costs, to the extent permitted by applicable law.

 

All other feedback, comments, requests for technical support, and other communications relating to the Website should be directed to: info@denariilabs.xyz