Terms of Service
ENGIVEN TERMS OF SERVICE
Last Updated: August 8, 2024
Welcome to Engiven! These Terms of Service are a binding contract between Engiven, Inc. (“Engiven”, “us” or “we”) and you, either as a Merchant or as Donor using our Services (each as defined in Section 2). Any terms we use in these Terms without defining them have the definitions given to them in the Privacy Policy. Additional, separate terms may apply to our Services, including without limitation the API Integration Agreement governing a Merchant’s use of the Engiven API, each of which will be considered to form part of these Terms.
If you have any questions about these Terms or our Services, please contact us at legal@engiven.com.
1. Eligibility and Acceptance. To use the Services, you must be at least eighteen (18) years of age (or the age of majority in your jurisdiction) and not barred by any law or policy necessary to allow your use of the Services. If you are using or accessing the Services on behalf of a company or other entity (“Entity”), you represent, agree, and warrant that you are authorized to act on behalf of the Entity and to bind such Entity to these Terms.
By using our Services to accept donations or contributions (either directly or as a service provided by a third-party donation platform), donating to a Merchant via our Services, clicking to accept or agree to the Terms where this option is made available to you, or using our Services in any manner, you accept these Terms in their entirety and represent and warrant that you meet the foregoing eligibility requirements. If you don’t agree to the Terms or are under the age of majority, you may not use the Services. ACCEPTANCE OF THESE TERMS IS REQUIRED FOR USE OF OUR SERVICES AND ANY USE OF OUR SERVICES SHALL CONSTITUTE ACCEPTANCE OF THESE TERMS.
2. Services. Engiven is a software and technology provider to donation platforms, non-profits organizations and enterprise merchants (each a “Merchant”) to facilitate the Merchant’s collection of donations, contributions, and payments in the form of cryptocurrency and stocks from individuals to a Merchant (each a “Donor”). The Engiven Services include our website at engiven.com and our other online channels (the “Site”), the Engiven API and related technology (the “Engiven API”), our donation software, and other products and services we provided from time to time (collectively, the “Services”). Engiven provides the Services to simplify the acceptance of cryptocurrency donations and contributions to organizations that qualify as a nonprofit organization pursuant to Section 501.c.3 of the Internal Revenue Code (the “Code”) or similar federal regulation outside of the United States. As further described in these Terms, you are prohibited from using the Services for personal enrichment, or with a purpose of transferring, or inducing others to transfer, cryptocurrency or stock unlawfully. By utilizing the Services, you attest that neither you, nor any person or entity who controls the Entity, nor any person or entity for whom the Entity acts as an agent or nominee: (i) bears a name that appears on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC") from time to time; or (ii) conducts or will conduct any business with any individual, entity or country sanctioned by OFAC or any other legal or regulatory authority in any applicable jurisdiction.
To use the Services as an Entity, your Entity must qualify, at the time of initial use and throughout the duration of your use, as a tax exempted nonprofit organization pursuant to the Code, and your Entity must be active and in good standing with the Secretary of State or the equivalent governing body of the state in which your Entity is organized. You may only use the Services on behalf of the Entity if you are a controlling person of the Entity, or a controlling person or authorized governance body of the Entity must have provided you with written authorization for the Entity to use the Services. You shall provide Engiven with written notice and cease use of the Services if your Entity (i) no longer qualifies as a tax exempted nonprofit organization pursuant to Section 501.c.3 of the Code; (ii) is no longer active or in good standing with the Secretary of State or the equivalent governing body of the state in which your Entity is organized; or (iii) is out of, or fails to maintain, compliance to OFAC requirements or any other applicable sanctions requirements established by relevant legal or regulatory authorities. Failure to provide us with such written notice and to cease such use of the Services within 7 days shall be considered a material breach of the Terms. If you cease to be a controlling person of the Entity or, if the controlling person or authorized governance body that provided authorization for the Entity to utilize the Services changes, you shall provide Engiven with written notice. Failure to provide us with such written notice within 14 days shall be considered a material breach of the Terms.
3. Merchants and Donors. For each donation or contribution via the Services, the Merchant and the Donor, and not Engiven, are each responsible for their respective obligations relating to their use of the Services. Engiven cannot and will not intervene in any dispute between a Merchant and a Donor for any donation or contribution using the Services. Engiven is not liable to any Donor or Merchant for any claim related to a donation or contribution made via the Services.
The Merchant is solely responsible for providing customer service to its Donors for any and all issues related to donations or contributions. As a Donor, you acknowledge that Engiven does not endorse any Merchant or warrant the accuracy or reliability of any information on a Merchant platform or website. Engiven will provide each Donor with a courtesy electronic contribution receipt (a “Receipt”) at the email address provided by Donor at the time the transaction is initiated, but Engiven does not represent or warrant that any Receipt will be delivered to the applicable Donor without interruption, nor that any Receipt contains all information required under Applicable Law. For clarity, Engiven’s provision of Receipts as part of the Services does not relieve Merchant of any of Merchant’s obligations under Applicable Law. Merchant shall be solely liable, and Engiven shall have no liability, for any claim(s) that arise, directly or indirectly, out of Merchant’s receipt and/or use of any donation or contribution from a Donor. Donor shall be solely liable to Merchant for any claim(s) that arise, directly or indirectly, out of delay or failure to make promised donations or contributions. Engiven is not liable for any delay or failure, for whatever reason, to complete the donation or contribution of any amount due from Donor to Merchant.
4. Suspicious Use of Services. Engiven reserves the right to not authorize or settle any donation, contribution, or other transaction which we believe is in violation of these Terms, any other Engiven terms and conditions, or that exposes Engiven, you, other Engiven Merchants or Donors, or financial services providers to harm or unnecessary risk, including but not limited to fraud, money laundering, tax evasion, and other criminal acts. You hereby authorize Engiven to share information with law enforcement about you, your transactions, or your Subaccount if we reasonably suspect that your use of our Services has been for an unauthorized, illegal, or criminal purpose.
5. License Grant. All content and materials on the Services (“Content”) remains the sole intellectual property of Engiven, and you shall not use the Content other than pursuant to these Terms, or copy, duplicate, destroy, sell, publish, or offer any Content unless agreed upon in writing otherwise. The Content is licensed and never sold. Subject to your compliance with these Terms, Engiven grants you a limited, non-exclusive, non-transferable, non-sublicensable license to download, view, copy, display and print the Content solely in connection with your permitted use of the Services. You agree that you will not download, copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit any Content for any other purposes without the prior written consent of Engiven or the respective licensors of the Content. Engiven and its licensors reserve all rights not expressly granted in and to the Services and the Content. You agree that you will not download any Content unless that specific Content is accompanied by a “download” or similar link.
6. Privacy. Engiven processes and uses Personal Information (as defined in our Privacy Policy) to provide, analyze, support, and improve our Services, and for other purposes as permitted in these Terms and our Privacy Policy (incorporated herein by this reference). By accessing or using the Services, and providing information to or through the Services, you acknowledge that you have received, read in full, and consent to our Privacy Policy. Additionally, you hereby consent to Engiven disclosing information about your transactions, including your Personal Information, to the Merchant to which you donate or contribute via the Services. If the Merchant operates through a third-party donation platform, you further consent to your information being shared with that third-party platform.
If you are a Merchant, you specifically acknowledge and agree that you are solely responsible for providing your Donors with legally required notices and disclosures in compliance with applicable privacy laws and you have obtained all necessary consents under applicable law to collect, use, and disclose Personal Information of Donors as needed to use the Services or allow Engiven to collect, use, retain, and disclose any data that you provide to us or authorize us to collect, including information that we may collect directly from your Donors or other end users via cookies or other means.
7. Merchant Responsibilities. To use the Services as a Merchant, your Entity must be a valid and current 501.c.3 organization and meet all of the requirements of this Section 3. Merchant agrees to: (i) provide only true and accurate information to Engiven; (ii) use the Services only in compliance with these Terms and applicable law; and (iii) hold Engiven harmless from any liability or responsibility related to the Merchant’s use of the Services.
a. Gemini Subaccount. For Merchants to use the Services to accept cryptocurrency donations directly from donors, Engiven will facilitate the establishment of a dedicated subaccount(s) (“Subaccount”) with Gemini Trust Company, LLC (“Gemini”) for your Entity. The Gemini subaccount(s) associated to your Engiven account is owned by your Entity and you agree to name and maintain Engiven as an authorized user of such subaccount(s). By agreeing to these Terms of Service, you and your Entity agree to be bound by the Gemini’s User Agreement (https://www.gemini.com/legal/user-agreement), as the same may be modified by Gemini from time to time. You also authorize us to share with Gemini any information you provide to us and transaction information related to your use of the Services. For clarity, this paragraph does not apply to Merchants using the Services via the Engiven API integrated into a third-party platform.
b. Receipt of Funds. Each business day, Engiven will initiate an ACH transfer from the Merchant's Gemini subaccount to the bank account the Merchant has designated via the Engiven dashboard, of any available USD funds generated from cryptocurrency donations that Merchant has liquidated during the previous day. The USD funds transferred by Engiven to the Merchant’s bank account will be net, or minus, any service fees. When a Merchant makes a liquidation request for cryptocurrency assets in a Custody Fund, the number and type of those cryptocurrency assets that Merchant designates for liquidation will be automatically sold for USD at the prevailing market price.
c. Transfer of Funds
i. Exchange Fund. If you use Engiven’s Auto-Liquidation (“Exchange Fund”) function, cryptocurrency donations sent by your donors will be made and deposited directly into your Entity’s Subaccount. By utilizing Engiven’s Exchange Fund function, you acknowledge that you understand and agree that each cryptocurrency donation you receive via the Exchange Fund function will be automatically sold for USD at the prevailing market price after the donation transaction has received the number of confirmations required by Gemini to be deemed confirmed. Transactions on cryptocurrency blockchains are dependent upon several factors. You acknowledge and agree that Engiven has no control over your donors’ ability to successfully send cryptocurrency from their wallet to the address of your Subaccount.
ii. Custody Fund. If you utilize Engiven’s Custody (“Custody Fund”) function, cryptocurrency donations sent by Your donors will be made and deposited directly into Your organization’s exchange Subaccount. By utilizing Engiven’s Custody Fund function, you acknowledge that you understand and agree that each cryptocurrency donation your Entity receives via the Custody Fund function will be deposited directly from the donor to its exchange Subaccount after the donation transaction has received the number of confirmations required by Gemini in order to be deemed confirmed, and will not be automatically liquidated. You can view your Entity’s balance of cryptocurrency assets held in Custody Fund via your Engiven dashboard. You may also liquidate part or all of the cryptocurrency assets held in your Custody Fund via Your Engiven dashboard. For clarity, the Custody Fund is not available to Merchants using the Services via the Engiven API integrated into a third-party platform.
d. Utilization of Fiscal Sponsor. Some portions of the Service, including but not limited to those accessed via the Engiven API, provide cryptocurrency and stock giving services utilizing a fiscal sponsor. Gifts of cryptocurrency made via a fiscal sponsor are made to Engiven Foundation, which operates as a project of Players Philanthropy Fund, a Maryland charitable trust recognized by IRS as a tax-exempt public charity under Section 501(c)(3) of the Internal Revenue Code. Cryptocurrency gifts are recommended for grant to Merchants by the Donor at the time of gifting, with the resulting USD proceeds granted to the Merchant by Engiven Foundation. In very rare situations, Engiven Foundation may not be able to grant the donation proceeds to the recommended Merchant if, for example, Merchant falls out of compliance with a federal or state regulatory authority. If Engiven Foundation cannot grant the donation the Merchant, Engiven Foundation may return the proceeds of the donation to the donor, contact the donor for an alternate recommendation, or select an alternate recipient nonprofit.
All gifts of stock are made via a fiscal sponsor, Engiven Foundation, a project of Players Philanthropy Fund ("PPF"), a Maryland charitable trust recognized by IRS as a tax-exempt public charity under Section 501(c)(3) of the Internal Revenue Code (Federal Tax ID: 27-6601178). Stock gifts are recommended for grant to Merchants by the Donor at the time of gifting, with the resulting USD proceeds granted to the Merchant by Engiven Foundation. In very rare situations, Engiven Foundation may not be able to grant the donation proceeds to the recommended Merchant if, for example, Merchant falls out of compliance with a federal or state regulatory authority. If Engiven Stock Foundation cannot grant the donation the Merchant, Engiven Foundation may return the proceeds of the donation to the donor, contact the donor for an alternate recommendation, or select an alternate recipient nonprofit.
e. Compliance with Law. Merchant represents and warrants that it is in full compliance with applicable laws, regulations, and orders (“Applicable Laws”), including without limitation such Applicable Laws of the United States governing prevention of money laundering, terrorist financing, and related financial crimes to the extent such laws and regulations apply to Merchants use of the Services. Merchant confirms that Merchant is a business entity authorized to conduct business by the jurisdiction in which it operates. Except where expressly permitted, Merchant may not export the Services directly or indirectly, and Merchant acknowledges that the Services may be subject to export restrictions imposed by US law, including US Export Administration Regulations (15 C.F.R. Chapter VII). By accepting these Terms, Merchant confirms that it will satisfy these requirements.
f. Engiven API. We make certain Services available through the Engiven API, which is made available to you as a Merchant subscribing to the Services either directly or via your relationship with a third-party donation platform. It is your responsibility to ensure that calls you make to the Engiven API are compatible with our then-current APIs, and that in so doing, you comply with all then-current Engiven terms and conditions and any policies regarding acceptable use of the Engiven API. Violation of our terms and conditions or policies shall be considered a breach of these Terms. By using the Services, you understand that there may be rate limits and restrictions to the data fields displayed per application or service utilizing the APIs, and you agree to comply with such limits and restrictions. Your continued use after receipt of a notice of rate limit or restriction shall be considered an acceptance of the rate limits and restrictions, and you shall comply with the new rate limits and restrictions at all times. Failure to comply with the new rate limits or restrictions shall be considered a material breach of these Terms.
g. Data Security. You are fully responsible for the security of data on your platform, website, mobile application, social media account, or otherwise in your possession (collectively, your “Channels”). You agree to comply with all applicable state and federal laws and rules in connection with your collection, security, and dissemination of any personal, financial, payment information, or transaction information in connection with your Channel(s). You acknowledge that you provide Personal Information regarding you and your Donors at your own risk. Engiven may provide or recommend security procedures and controls intended to reduce the risk of fraud or other data security incident (“Safeguards”). You agree to review and implement all such Safeguards as appropriate for your business and, if necessary, use other procedures and controls not provided by us. You additionally agree to provide reasonable assistance and cooperation, including but not limited to third-party audit of your systems and facilities, in response to or prevention of a suspected or known data security incident. Reports issued from such third-party audit may be provided to Engiven, our payment processors or financial services providers, or other service providers related to the Services.
h. Verification. Engiven may require a Merchant to provide a business description, website or platform URL, business name and other information for registration and verification purposes. You agree that Engiven may share your information with financial service providers, each of which may also make a separate determination regarding your eligibility. This includes sharing information (i) about your transactions for regulatory or compliance purposes; (ii) for use in connection with the management and maintenance of the program; (iii) to create and update their records about you and to assist them in better serving you; and (iv) to conduct Engiven’s risk management process. Engiven reserves the right to request certain information like your business EIN or Tax ID, copy of a government identification card, a business invoice, financial statement, or other information for identity verification and/or to assess your business risk. We use this information for internal purposes only. You further authorize us to retrieve information about you by using third parties, including credit bureaus and other information providers. We may periodically update this information to determine whether you continue to meet our eligibility requirements.
i. Tax Forms and Appraisals. Engiven provides a form generation function to assist Merchants and Donors with the completion of certain IRS forms. The form generation function may be used by Merchants to generate Form 8282 and Appraisal and by Donors to generate Form 8283 and an Appraisal for each Donor (in each case, your “IRS Forms”). When you utilize the IRS Form generation function, you acknowledge and agree that your IRS Forms are provided as a courtesy by Engiven and the IRS Forms are completed to the degree possible based on the information held in the Engiven platform, that the generation of the IRS Forms by Engiven is not nor intended to be tax advice or tax preparation services, and that the completeness and the accuracy of the IRS Forms and the IRS requirements regarding the filing of such IRS Forms are your responsibility, and not Engiven’s.
8. Engiven Is Not a Payment Processor. Engiven is a software and technology provider to Merchants to collect donations, contributions, and payments in the form of cryptocurrency. ENGIVEN IS NOT A BANK, PAYMENT INSTITUTION, PAYMENT PROCESSOR, OR MONEY SERVICES BUSINESS. Engiven does not collect or process your payment information. Rather, Engiven works with Gemini, a secure, PCI-DSS compliant cryptocurrency payment processor, to facilitate your cryptocurrency donation to Merchants. Engiven never has possession of or access to payment information. Engiven does not offer banking or money services business services as defined by the United States Department of Treasury. Donations made through the Engiven Foundation are also subject to the terms and conditions applicable to the Merchant, and the Engiven Foundation, and any payment processors used for processing your donation.
9. Fees and Payments
a. Service Fees. Engiven charges donation platform Merchants fees as agreed with Engiven via the API Integration Agreement. For all other Merchants, Engiven charges the Entity service fees based on the Entity’s use of Engiven’s Exchange Fund and/or Custody Fund functions (the “Service Fees”) and, for certain Services levels, a subscription fee stated when the Merchant signs up for Services. The Service Fees are calculated based on: (a) a percentage of the USD that is generated as a result of the Entity’s sale of its cryptocurrency via Engiven’s Exchange Fund function, (b) a percentage of the cryptocurrency received by the Entity via Engiven’s Custody Fund function, and (c) a percentage of the USD that is generated as a result of the Entity’s liquidation of cryptocurrency from your Custody Fund. The percentages that the Entity is charged as Service Fees and subscription fee amounts are listed on the Site or on the Entity’s account with Engiven, which you agree is part of these Terms.
b. Payment. By using the Services, you agree to pay all relevant Service Fees, subscription fees listed on engiven.com, and/or fees to which you agree in your API Integration Agreement or other agreement with Engiven (“Fees”). All pricing is specified in US Dollars. If you subscribe to Engiven Services, your subscription will automatically renew at the end of each subscription period, unless you cancel the Services through your Engiven dashboard before the end of the current subscription period. You agree to keep a valid payment method on file for the payment of Fees and to pay all Fees and any other charges incurred by you or any users of your subscription. You agree that you will only use payment methods belonging to you or for which you are expressly authorized to use.
c. Late Payment. If you do not pay Fees or other amounts owed on time or if we cannot charge the payment method you have on file for any reason, we reserve the right to either suspend or terminate your access to the Services. In addition, if any payment is not received within 30 days after the due date, then we may charge a late fee of $10 and we may assess interest at the rate of 1.5% of the outstanding balance per month (18% per year), or the maximum rate permitted by law, whichever is lower, from 30 days after the due date until the date paid. If your unpaid Fees are referred to an attorney or collections agency, you shall pay all reasonable attorney’s fees or collections agency fees. Engiven may, but is not obligated to, refund all or a portion of the Fees paid.
d. Collection Rights. To the extent permitted by law, Engiven may collect any obligations you owe us under these Terms by deducting the corresponding amounts from funds payable to you arising from the settlement of transactions, including funds from another one or your Account. Fees will be assessed at the time a transaction is processed and will be first deducted from the funds received for such transactions. If the settlement amounts are not sufficient to meet your obligations to us, we may debit your bank account registered in your Account for any amounts owed to us. Your failure to fully pay amounts that you owe us on demand is a material breach of these Terms and you will be liable for our costs associated with collection in addition to the amount owed, including without limitation attorneys’ fees and expenses, costs of any arbitration or court proceeding, collection agency fees, and any applicable interest. We reserve the right to seek payment directly from fraudulent payors, and you consent to our doing so as we deem suitable in our sole discretion. In some cases, we may require a personal guarantee from a principal from your business as a condition of our continuing to provide Services to you. If a personal guarantee is necessary, we will specifically inform you in advance of providing the Services.
10. Intellectual Property. Any trademark, service mark, logo, icon, content or other work of authorship, and other intellectual property (collectively, “IP”) displayed on the Site are belongs to Engiven or its licensors, co-branders, or other third parties, and shall not be used by you without the prior written consent of the owner of such IP. All rights to third party IP are reserved to such third parties. You may not use the IP without our prior written consent. You may not post, distribute, reproduce, or sell in any way, any third-party IP without legal authorization. You will indemnify and hold Engiven harmless together with our affiliates, subsidiaries, members, managers, officers, employees, agents, representatives, and applicable third parties (e.g., relevant users, co-branders and other commercial partners, licensors, licensees, consultants, and contractors) (collectively “Indemnified Parties”) from and against all losses, now and in the future, related to any unauthorized use by You of any third party IP. If you are a Merchant, Engiven grants you a revocable, nonexclusive, limited license to the Services to accept donations and contributions of cryptocurrency for your Entity as permitted by these Terms. Any other use of the Services not expressly provided in these Terms is strictly prohibited. We reserve all rights not expressly granted under the Terms.
11. User Generated Material. You may have the opportunity to publish, transmit, submit or otherwise post comments, Feedback, photos, or other materials via the Services (“User Generated Material”) that may be accessible and viewable by the public or others. With respect to any User Generated Material posted by you, you represent that (a) you created and own the rights to the content, or you have the owner’s express permission to post such content; and (b) the content does not infringe any other person’s or entity’s rights (including, without limitation, copyrights, trademarks, rights of publicity or privacy rights) or violate any applicable laws, rules or regulations, these Terms, or any of our other posted policies.
User Generated Material must not (i) misrepresent your identity or affiliation with any person or organization; (ii) seek to collect others’ Personal Information by any means; (iii) seek to transmit chain letters, or bulk or junk email; (iv) relate to contests, sweepstakes, or other sales promotions; (v) include information that may be used to track, contact, or impersonate another; (vi) infringe any intellectual property or other proprietary rights of Engiven or any other person; (vii) seek to harm or exploit children; (viii) contain any material that is false, defamatory, libelous, obscene, harassing, discriminatory, profane, or otherwise offensive, damaging, unlawful, or harmful; (ix) violate Engiven’s or any other person’s or entity’s legal rights, contain any material that could give rise to civil or criminal liability under applicable laws or regulations, or otherwise promote, advocate or assist any illegal activity or unlawful act; or (x) be otherwise objectionable as determined by Engiven at our sole discretion.
You are solely responsible for your User Generated Material and the consequences of posting it online. You assume all risks associated with dealing with other users with whom you come in contact through the Services, and, to the extent that the law permits, you release us from any claims or liability related to any User Generated Material posted via the Services and from any claims related to the conduct of any other users. We reserve the right, but have no obligation to, monitor, review, screen, post, remove, reject, modify, or store User Generated Material at any time and for any reason without notice. We do not endorse any User Generated Material, and the User Generated Material posted does not reflect our opinions, views, or advice. We take no responsibility and assume no liability for any User Generated Material that you or a third-party posts or sends on or through the Services, nor do we assume any liability for any action or inaction regarding transmissions, communications or content provided by any user or third party.
In consideration for your use of the User Generated Material features, you grant to Engiven an irrevocable, worldwide, royalty-free, fully paid, sub-licensable, perpetual license to use, reproduce, make derivative works from, distribute, publish, display, or perform such User Generated Material in whole or in part, by any and all means and media, in connection with advertising, marketing and promoting Engiven, our products and our Services. You acknowledge that Engiven may modify the User Generated Material for any purpose. However, Engiven has no obligation to use any User Generated Material, and Engiven’s use of any User Generated Material does not create or imply any endorsement of or affiliation with you.
12. Prohibited Activities. You are strictly prohibited from using the Services: (a) in a manner that violates any applicable law, rule or regulation, including without limitation laws governing prevention of money laundering, terrorist financing, and related financial crimes to the extent such laws and regulations apply to you; (b) to promote any goods or services or send communications that are illegal in the place offered; (c) to advertise or promote adult services, illegal gambling, counterfeit or pirated goods or services, or violate any securities or commodities regulations (such as to support a “pump and dump” scheme); (d) to defraud, deceive or mislead anyone; (e) to communicate or transmit content that is defamatory, dishonest, obscene, sexually explicit, pornographic, vulgar or offensive; (f) to promote or engage in discrimination, racism, harassment or hate speech against any individual or group; or (g) to threaten or promote violence.
13. Legal Compliance; Void Where Prohibited. Engiven administers and operates the Services from its headquarters in the United States. Although the Services are accessible worldwide, not all features, products or services discussed, referenced, provided, or offered via the Services are available to all persons or in all geographic locations, or appropriate or available for use outside the United States. Engiven reserves the right to limit, in its sole discretion, the provision and quantity of any feature, product or service to any person or geographic area. Any offer for any feature, product or service made on the Services is void where prohibited. If you choose to access the Services from outside the United States, you do so on your own initiative and you are solely responsible for complying with applicable local laws. Without limiting the foregoing, when using the Services, you agree to comply with all applicable laws, including, but not limited to ecommerce, export controls, and applicable laws governing privacy and data security and their requirements related to verifiable consent, parental consent, consumer privacy rights, recordkeeping, international data transfer laws and other requirements.
14. Term and Termination. These Terms are effective upon the date you begin using the Services in any manner and shall continue for the duration of your use of the Services. You can, and are able to, terminate your use of the Services by following the instructions related to account closure, which can be found on the Account dashboard. Engiven may terminate your access to and use of the Services at our sole discretion, at any time and without notice. Upon termination of these Terms: (a) all rights and licenses granted to you herein shall terminate as to the terminated rights; (b) you shall cease all use of the Services that have been terminated; (c) you shall pay any and all Fees due on the next due date; (d) Engiven may at its own discretion retain for internal business purposes, remove and/or purge your data and any other information related to providing you the Services; and (e) upon request, each party will promptly return to the other party or delete all Confidential Information of such party in its possession, custody or control. Notwithstanding the foregoing, each party may retain a copy of these Terms and such other Confidential Information of the other party as reasonably required for legal and auditing purposes. We may request that you certify in writing your compliance with this section. Termination does not alter your liability for processed payments. Upon termination, we will immediately discontinue your access to the Services. Upon termination, you agree to complete all pending transactions and stop accepting new transactions through the Services. Any funds in our custody will be paid out to you subject to these Terms. Termination does not relieve you of your obligations as defined in these Terms and we may elect to continue to hold any funds deemed necessary pending resolution of any other terms or obligations defined in these Terms, including but not limited to Fees, refunds, or other investigations or proceedings. Sections 3, 4, 7, 8, 9d, 10, 11, 13, and 18 through 23 will survive termination.
15. Notice; Change of Business. Engiven may provide you with notices regarding the Services, including changes to these Terms, by email to your email address on file with us, regular mail, or postings to the Services. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email. It is your responsibility to keep your email address current. You agree give Engiven at least 15 days written notice of your intent to change any aspect of your business relating to the Services, products or services offered, business type, or trade name. You agree to provide us with prompt notification if you are the subject of any voluntary or involuntary bankruptcy or insolvency petition or proceeding. You also agree to promptly notify us of any adverse change in your financial condition, any planned or anticipated liquidation or substantial change in the basic nature of your business, any transfer or sale of 25% or more of your total assets or any change in the control or ownership of you or your parent entity. You will also notify us of any judgment, writ or warrant of attachment or execution, or levy against 25% or more of your total assets not later than three (3) days after you obtain knowledge of it.
16. Consent to Electronic Signature. By accessing or using the Services, typing your name into any of our electronic forms and indicating your acceptance or clicking a box, you consent to (a) Engiven communicating with you electronically; (b) receiving all applications, notices, disclosures, and authorizations (collectively, “Records”) from us electronically; and (c) entering into agreements and transactions using electronic Records and signatures. Federal law treats electronic signatures as having the same legal force and effect as if they were signed on paper by hand, and online contracts have the same legal force as signing an equivalent paper contract in ink. You must have a web-enabled device, connection to the internet, an active email account, and the ability to receive and read PDF files to conduct business with us electronically. You are responsible for keeping your own Records. If you require assistance with your Records or if you wish to receive Records in paper format or to withdraw your consent to receiving electronic records from us, please contact us at legal@engiven.com. Agreements and transactions executed prior to this request will remain valid and enforceable.
17. Third Party Tools and Websites. The Services permit users to access and make use of certain third-party tools for transaction in cryptocurrency, including, without limitation, user-generated wallets. The use of wallet tools may have risks for you. We do not endorse third party tools, nor provide legal or accounting advice, and you recognize that the information on the Site is for informational purposes only and not a substitute for professional advice specific to your situation. You must exercise your own judgement in determining whether the tools are appropriate for your needs.
Links to third-party websites from the Services are provided solely for your convenience. Engiven is not responsible for the content of any other websites, nor do we make any representations about the content or accuracy of material on any other websites. Inclusion of any linked website on our Site does not imply our approval or endorsement of the website. Please be aware that when you click on links that take you to external websites, you do so at your own risk and you will be subject to their privacy policies and practices and not ours. Any concerns regarding any such website, service, or resource should be directed to the website’s owner or operator.
18. Disclaimer of Warranties. USE OF THE SERVICES IS AT YOUR SOLE RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY LOSS THAT RESULTS FROM SUCH USE. THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS. WE AND OUR LICENSORS, IF ANY, EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY AS TO THE PERFORMANCE OF ANY THIRD PARTY, INCLUDING ANY VENDOR. NEITHER WE NOR ANY OF OUR LICENSORS MAKE ANY WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. NEITHER WE, NOR ANY OF OUR LICENSORS, MAKES ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES, OR THAT DEFECTS IN THE SERVICES IN WHOLE OR IN PART, INCLUDING SOFTWARE, WILL BE CORRECTED. ENGIVEN MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OF THE SERVICES.
19. Limited Liability. IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE OR THE INABILITY TO USE THE SERVICES, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF DIGITAL CURRENCY OF ANY KIND, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ENGIVEN SHALL NOT BE LIABLE FOR DAMAGES OF ANY TYPE, WHETHER DIRECT OR INDIRECT, ARISING OUT OF OR IN ANY WAY RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES, INCLUDING BUT NOT LIMITED TO DAMAGES ALLEGEDLY ARISING FROM THE COMPROMISE OR LOSS OF YOUR LOGIN CREDENTIALS OR FUNDS, OR LOSS OF OR INABILITY TO RESTORE ACCESS FROM YOUR BACKUP PHRASE, OR FOR MISTAKES, OMISSIONS, INTERRUPTIONS, DELAYS, DEFECTS AND/OR ERRORS IN THE TRANSMISSION OF TRANSACTIONS OR MESSAGES TO THE ETHEREUM NETWORK, OR THE FAILURE OF ANY MESSAGE TO SEND OR BE RECEIVED BY THE INTENDED RECIPIENT IN THE INTENDED FORM, OR FOR DIMINUTION OF VALUE OF ETHER OR ANY OTHER DIGITAL TOKEN OR DIGITAL ASSET ON THE ETHEREUM NETWORK.
CRYPTOCURRENCIES HAVE INHERENT RISKS AND WE CANNOT AND DO NOT OFFER GUARANTEES AGAINST LOSS, INCLUDING TOTAL LOSS. WE DO NOT HOLD, MAINTAIN, VERIFY, OR PROTECT THE CRYPTOCURRENCIES YOU HAVE THAT MAY BE DISPLAYED OR DESCRIBED ON THE SERVICES. ALL CRYPTOCURRENCIES REMAIN PROPERTY OF THE RESPECTIVE OWNERS AND WE HAVE NO RIGHT OR TITLE TO YOUR PROPERTY. PLEASE EXERCISE DUE CARE IN DETERMINING WHICH FINANCIAL INSTRUMENTS AND TOOLS ARE RIGHT FOR YOU.
20. Indemnity. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS ENGIVEN, ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, OBLIGATIONS, LOSSES, LIABILITIES, COSTS OR DEBT, AND EXPENSES (INCLUDING BUT NOT LIMITED TO ATTORNEY’S FEES) ARISING FROM: (I) YOUR USE OF AND ACCESS TO THE SERVICE; (II) YOUR BREACH, NON-COMPLIANCE, OR VIOLATION OF ANY TERMS OF THESE TERMS OF SERVICE OR OUR PRIVACY POLICY, BY YOU OR ANYONE UNDER YOUR DIRECTION AND CONTROL; (III) YOUR VIOLATION OF ANY THIRD PARTY RIGHT, INCLUDING WITHOUT LIMITATION ANY COPYRIGHT, PROPERTY, OR PRIVACY RIGHT; (IV) ANY ACTUAL OR POTENTIAL CLAIM THAT YOUR CONTENT CAUSED DAMAGE TO A THIRD PARTY; (V) ANY ACT OR OMISSION OF YOURS OR ANYONE UNDER YOUR DIRECTION OR CONTROL; (VI) YOUR VIOLATION OR ALLEGED VIOLATION OF ANY LAW OR RIGHT OF ANY THIRD PARTY; AND/OR (VII) ANY LOSS OF DIGITAL CURRENCY OF ANY KIND, FOR ANY REASON. THIS DEFENSE AND INDEMNIFICATION OBLIGATION WILL SURVIVE THESE TERMS OF SERVICE.
USERS MAY NOT INVOLVE US OR ANY OTHER INDEMNIFIED PARTY IN ANY DISPUTE, INCLUDING LITIGATION, ARISING OUT OF OR RELATED TO ANY TRANSACTION, AGREEMENT, OR ARRANGEMENT YOU MAY HAVE WITH ANY OTHER USER, RETAILER, OR OTHER THIRD PARTY ARISING OUT OF OR IN ANY WAY RELATED TO THE SERVICES (“DISPUTE”). IF YOU ATTEMPT TO DO SO YOU SHALL: (I) PAY ALL COSTS AND REASONABLE ATTORNEYS’ FEES INCURRED IN CONNECTION THEREWITH BY US, ANY OF OUR AFFILIATES, OR ANY OF THEIR RESPECTIVE EMPLOYEES, AND YOU SHALL INDEMNIFY AND HOLD HARMLESS THE INDEMNIFIED PARTIES FROM ALL LOSSES INCURRED BY ANY OF THEM AS A RESULT, AND (II) THE JURISDICTION FOR ANY SUCH DISPUTE SHALL BE LIMITED TO THE JURISDICTION SET FORTH ABOVE.
21. Choice of Law and Venue. The Terms and this User Agreement are governed in all respects by the laws of the State of California, notwithstanding any provision of law or choice of law rule which may require otherwise. If You and/or we have any dispute which cannot be amicably settled, it shall be settled by submission to the State and Federal courts in San Diego, and You hereby consent to the exclusive personal jurisdiction of such courts (“Jurisdiction”).
22. Equitable Relief. By using the Services, You acknowledge that damages may be an inadequate remedy if You or anyone under Your direction or control breaches or threatens to breach any Terms, and that any such breach may cause Us significant and irreparable injury and damage. Accordingly, You acknowledge that We shall be entitled, without waiving any additional rights or remedies otherwise available to it at law or in equity or by statute, to seek injunctive relief in such event without the necessity of posting a bond.
23. General
a. Geographic Restrictions. Engiven is owned and operated in the United States. We make no claims that the Services or any other products or services or their content is accessible or appropriate outside of the United States. Access to our Services may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
b. Relationship of Parties. The parties’ relationship, as established by these Terms, is solely that of independent contractors. These Terms do not create any partnership, joint venture, or similar business relationship between the parties. Neither party is a legal representative of the other party, and neither party can direct and control the day-to-day activities of the other, or assume or create any obligation, representation, warranty, or guarantee, express or implied, on behalf of the other party for any purpose whatsoever.
c. Assignment. You may not assign, delegate, or transfer these Terms, by operation of law or otherwise, without our prior written consent, but Engiven may freely assign or transfer these Terms without restriction. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Notwithstanding the foregoing, either Party may, without consent, assign these Terms to any successor to all or substantially all its business that concerns these Terms (whether by sale of assets or equity, merger, consolidation or otherwise). Subject to the foregoing, these Terms will bind and inure to the benefit of the Parties, their successors, and permitted assigns.
d. Entire Agreement. Except as otherwise stated herein, these Terms and the agreements incorporated by reference herein constitute the entire and exclusive understanding and agreement between Engiven and you regarding the Services and supersede and replace any and all prior oral or written understandings or agreements between Engiven and you regarding the Services.
e. Enforcement. Engiven reserves the right (but is not required) to remove or disable your access to our Services, disable any username, password, or other identifier, whether chosen by you or provided by us, or remove any Content, or your User Generated Material at any time and without notice, and at our sole discretion, if we determine that your use of our Services is in any way objectionable or in violation of these Terms. Certain violations of these Terms, as determined by Engiven, may result in immediate termination of your access to the Services without prior notice to you. We have the right to investigate violations of these Terms and any conduct that affects our Services, and in response may take any action we may deem appropriate.
f. Waiver; Severability. Engiven’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. Except as expressly set forth herein, the exercise by either Party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of these Terms will remain in full force and effect.
g. Notices. Any notices or other communications provided by us under these Terms, including those regarding modifications to these Terms, will be given (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt on the message will be deemed the date on which such notice is transmitted.
24. Revisions. Engiven reserves the right to revise these Terms by updating the Terms of Service posted to our Site without prior notice. Your continued use of our Services following the posting of changes constitutes your acceptance of such changes. You are advised to periodically visit this page to determine the then current Terms. You further agree that in the event any portion of these Terms are found to be unenforceable, the remainder of these Terms shall remain in full force and effect and the otherwise unenforceable portion shall be amended so as to be enforceable to the greatest extent permitted by law.