deltaDAO Logo

Fast Track

by deltaDAO

Log InContactSign Up

deltaDAO Onboarding Application

Terms and Conditions

deltaDAO (as defined below) provides an application enabling onboarding
to the Pontus-X digital service ecosystem (the "Onboarding
Application"). Based on these terms and conditions, a customer (as
defined below) and deltaDAO enter into an agreement which governs the
customer's access to and use of the Onboarding Application and takes
effect on the date of deltaDAO's acceptance of such customer's offer.

1. Definitions and Interpretation

1.1 Definitions
Capitalised terms shall have the meaning given to them in this
Agreement; and:

"Agreement" means the agreement between the Customer and deltaDAO
based on these terms and conditions.

"Customer" means any legal entity acting as an entrepreneur
pursuant to § 14 of the German Civil Code, duly registered on the
Onboarding Application that: (a) creates an account, (b) uses the
Onboarding Application, or (c) otherwise accesses the Onboarding
Application.

"Customer Account" means the functionality by means of which the
Customer gains permission for the usage of the application protected by
authentication techniques (e.g., entering username and password, access
tokens, e-mail login).

"deltaDAO" means deltaDAO AG, Katharinenstraße 30a, 20457 Hamburg,
Germany as provider of the application.

"German Civil Code" means the Bürgerliches Gesetzbuch as amended
from time to time.

"Personal Data" means any information relating to an identified or
identifiable natural person.

"Policies" means any policy, agreement, or guideline and all
restrictions described on the Onboarding Application and on the Website
that may i.a. determine sanctions such as the withdrawal of
authorizations or access rights to be imposed as a result of a
violation.

"Service" means all websites, software and services offered and
operated by deltaDAO in connection with the provision of the Onboarding
Application from time to time.

"Terms" means these terms and conditions.

"Website" means the website at https://onboarding.delta-dao.com/
(and any successor or related sites and subdomains designated by
deltaDAO), as may be updated by deltaDAO from time to time.

1.2 Interpretation

2. Registration, Access to and Use of the Onboarding Application

2.1 The use of the Onboarding Application requires the registration of
the Customer. The Customer shall complete the accreditation process and
provide all specified information and documents. The Customer confirms
their offer to use the Onboarding Application by actively creating an
account in the Onboarding Application and thereby accepting this Terms.
Upon acceptance of this Terms by the Customer an Agreement is concluded
which entitles the Customer to the usage of the Onboarding Application.
The Customer waives the receipt of the acceptance declaration pursuant
to section 151 German Civil Code.

2.2 The Customer can access and use the Onboarding Application in
accordance with the Agreement. The Customer undertakes to comply with
this Agreement and all laws, rules, and regulations as well as Policies
applicable to Customer's use of the Onboarding Application.

2.3 The Onboarding Application provides an interface enabling Customers
to onboard to the Pontus-X digital service ecosystem. The Customer is
responsible for the information provided during the onboarding process.

2.4 The Customer is responsible for its own activity on the Onboarding
Application. The Customer must adhere to the laws in its own legal
jurisdiction as well as their conscience. deltaDAO is not responsible
for any malicious use of the Onboarding Application or any losses
associated with the use of the Onboarding Application of any source.

3. Customer's Responsibilities

3.1 The Customer is responsible for all activities undertaken from its
Customer Account, regardless of whether the activities are authorized by
the Customer or undertaken by the Customer, the Customer's employees or
a third party (including the Customer's contractors and agents).
deltaDAO and its affiliates are not responsible for unauthorized access
to the Customer Account. The Customer will be deemed to have taken any
action relating to its Customer Account.

3.2 The Customer will ensure that the Customer's use of the Onboarding
Application will not violate any of the Policies or any applicable law.

3.3 The Customer will ensure that all third parties comply with its
obligations according to this Agreement, mirroring those of the Customer
under the Agreement and that the terms of any Customer's agreements with
third parties are consistent with this Agreement. If the Customer
becomes aware of any violation of Customer's obligations under this
Agreement caused by a third party, the Customer will immediately suspend
access to the Onboarding Application by such third party. deltaDAO does
not provide any support or services to third parties, unless deltaDAO
has a separate agreement with the Customer or a third party obligating
deltaDAO to provide such support or services.

3.4 The Customer is responsible for the availability and maintenance of
any information related to the Customer Account.

4. Suspension

4.1 deltaDAO may suspend all or parts of the Customer's or any third
party's right to access or use any component or all of the Onboarding
Application immediately with no prior notice to the Customer if deltaDAO
determines that the Customer or a third party's use of the Onboarding
Application:

4.1.1 poses a security risk to the Onboarding Application or any other
third party;

4.1.2 could adversely impact deltaDAO`s systems, the Onboarding
Application or the systems or content of any other deltaDAO user;

4.1.3 could subject deltaDAO, deltaDAO`s affiliates, or any third party
to liability, and/or

4.1.4 could be fraudulent;

4.1.5 Customer or any of its customers is in breach of essential
obligations of this Agreement; or

4.1.6 Customer has ceased to operate in the ordinary course, made an
assignment for the benefit of creditors or similar disposition of
Customer assets, or become the subject of any bankruptcy,
reorganization, liquidation, dissolution, or similar proceeding.

4.2 If deltaDAO, according to Section 5.1, suspends Customer's right to
access or use any component or all of the Onboarding Application

4.2.1 the Customer remains responsible for all fees and charges the
Customer incurs during the period of suspension; and

4.2.2 the Customer will not be entitled to any service credits relating
to the provision of the Services for any period of suspension.

5. Security and Data Protection

5.1 The security of the Customer's data is important to deltaDAO, but
the Customer is aware that no method of transmission over the Internet,
or method of electronic storage is 100% secure. While deltaDAO strives
to use commercially acceptable means to protect the Customer's Personal
Data, deltaDAO cannot guarantee its absolute security.

5.2 To the extent that deltaDAO acts as a processor for the Customer
within the meaning of Art. 28 (3) GDPR, special provisions regarding the
Data Processing Agreement, which are available under
https://onboarding.delta-dao.com/dpa, apply in addition to this
Agreement.

6. Term and Termination

6.1 This Agreement is concluded for an unlimited term.

6.2 This Agreement can be terminated by either party upon one months'
notice to the end of any month.

6.3 Each party shall have the right to terminate this Agreement for good
cause without the need to adhere to a notice period. Good cause for
deltaDAO shall, in particular, include the following: (a) breach of
essential obligations of the Agreement by the Customer (b) tortious acts
by a Customer or the attempt of any such act, e.g., fraud; circumstances
pursuant to section 5.1 relating to the Customer.

6.4 All notices of termination must be given in writing. Termination
notice by e-mail is deemed to comport with the written form requirement.

6.5 In case of termination, the access to the Onboarding Application
will be suspended. deltaDAO will not be liable to you or to any third
party for any such suspension. The Customer will not receive any
refunds.

7. Performance Quality and Warranties

7.1 The Onboarding Application and all Services are provided in the
manner accessible to the Customer. The Onboarding Application and all
Services may be unavailable at any time as it is a test environment. A
shortfall of the Onboarding Application and all Services can be
long-term or permanent.

7.2 Except to the extent prohibited by law, or to the extent any
statutory rights apply that cannot be excluded, limited, or waived,
deltaDAO its affiliates and licensors:

7.2.1 make no representations or warranties of any kind, whether
express, implied, statutory, or otherwise regarding the Services or the
Third-Party Content, and

7.2.2 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 and (c) that any content
will be secure or not otherwise lost or altered.

8. Liability

8.1 deltaDAO shall bear unlimited liability for intentional acts and
gross negligence but shall only bear liability in cases of slight
negligence where it has breached obligations which are material to the
Agreement. As material obligations are considered obligations, the
fulfilment of which makes the proper execution of the Agreement
possible, the violation of which endangers the achievement of the
purpose of the Agreement and the compliance with which the Customer may
regularly rely on (so-called "cardinal obligations"). In the cases of
breach of any such material obligations, deltaDAO shall only be liable
for the foreseeable damage typical for the Agreement. The above
exclusions of liability shall not apply in the event of injury to life,
limb, and health.

8.2 deltaDAO assumes no liability for any faults or disruptions within
the Onboarding Application for which it is not responsible.

8.3 deltaDAO assumes no liability for losses of Data where such a loss
would have been unavoidable.

8.4 deltaDAO's liability does not extend to any impairments or damages
resulting from the Customer's improper or incorrect use of the
Onboarding Application.

8.5 The above limitations on liability shall apply mutatis mutandis in
favor of deltaDAO's vicarious agents, as well.

8.6 deltaDAO has no liability to the Customer or to any third party for
any claims or damages that may arise as a result of any transactions
that the Customer engages in via a Web3 wallet, or using Smart
Contracts, or any other transactions that the Customer conducts via EVM
compatible blockchains.

9. Modifications

9.1 Insofar as the functionality of the Onboarding Application is
preserved, deltaDAO may modify, change, or discontinue any Service
including any policies at any time with no prior notification.
Modifications, changes, or discontinuation of Services concerning the
essential functionality of the Onboarding Application will be notified
to the Customer one month prior to becoming effective.

9.2 deltaDAO shall be entitled to amend or modify this Agreement with a
reasonable period of notice. deltaDAO shall notify the Customer in
writing (e-mail sufficient) of the changes at the latest one month
before they take effect. The Customer shall be deemed to have agreed to
the notified amendments or modifications if the Customer has not
notified deltaDAO in writing (e-mail sufficient) of its rejection by the
time the amendments take effect. deltaDAO shall specifically draw the
attention of the Customer to this effect of approval in its notification
of the amendment or modification of this Agreement.

10. Miscellaneous

10.1 All notices and announcements by deltaDAO concerning the Services
will be published via the Onboarding Application.

10.2 The Customer is not entitled to offset unless counterclaims are
legally established or undisputed.

10.3 The Customer may transfer the rights and obligations arising from
the Agreement to a third party only with the prior written consent of
deltaDAO. deltaDAO shall refuse such consent only for good cause. The
Customer shall inform deltaDAO immediately if it intends to transfer
rights and obligations under the Agreement with deltaDAO.

10.4 This Agreement (including references) contains the entirety of the
terms and conditions applicable between the Customer and deltaDAO with
respect to the Service. There are no verbal side agreements.

10.5 Terms and conditions or other deviating conditions of the Customer
shall only apply if deltaDAO has expressly accepted them in writing. The
validity of individual conditions or clauses of the Customer that
deviate from or supplement this Agreement shall be excluded even if
deltaDAO has not objected to them.

10.6 Should any of the provisions of this Agreement be or become invalid
or unenforceable in whole or in part, the validity or the enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby. In this case, the invalid or unenforceable provision shall be
replaced by a provision, which, to the extent legally possible, provides
for an interpretation in keeping with the meaning and the economic
purposes of this Agreement at the time of the conclusion of the
Agreement between the Customer and the deltaDAO. Under circumstances in
which this Agreement proves to be incomplete, a supplementary
interpretation in accordance with the meaning and the purposes of this
Agreement under due considerations of the legitimate interest of the
Parties involved shall be applied.

10.7 Unless otherwise stated in this Agreement, it is sufficient to
comply with the written form also by using text form according to sec.
126b German Civil Code, e.g., e-mail.

10.8 The authentic language of this Agreement is English. The English
language shall prevail unless a German language term is added to an
English language term then such German term shall be decisive
throughout. In case of ambiguity or vagueness of a legal or non-legal
term, the term shall be construed in light of German statutory law and
in such a way that it corresponds to the German equivalent.

10.9 This Agreement shall be governed by the laws of the Federal
Republic of Germany. The application of the uniform UN Convention on
Contracts for the International Sale of Goods (CISG) shall be excluded.

10.10 Exclusive - also international - place of jurisdiction for all
disputes arising from or in connection with the Agreement shall be the
registered office of deltaDAO. The above shall not apply if another -
legally mandatory - exclusive jurisdiction exists.