Engiven Terms of Service

Last Updated: January 3, 2022

 Welcome to The Engiven Member Network (“Network”), provided and maintained by Engiven, Inc. (referred to hereinafter as, “Engiven,” “We,” “Us,” or “Our”), a service that provides tools and resources intended to promote the broad acceptance of cryptocurrency donations to nonprofit organizations (collectively the “Service”). Please read this document carefully because this User Agreement (the “Terms”), and Our Privacy Policy, incorporated by reference, describe the legally binding agreement between You (referred to hereinafter as, “You,” “Member,” “User,” or “Your”) and Us. The Terms have been developed by Engiven to describe the terms of Your use of Engiven’s Service, Your membership in the Network (if applicable), and Our website located at https://engiven.com (the “Site”).

If You use the Service, You represent that You are at least eighteen (18) years of age or older (or the age of majority in Your jurisdiction) and have read, understood, and agree to be bound by the Terms, regardless of the device or platform by which You access the Site. If You don’t agree to the Terms or are under the age of majority, You may not use the Site or the Service.

Information regarding how We collect, use and disclose confidential, sensitive and personal information, if any, from our users can be found in Our Privacy Policy located at: https://engiven.com/privacy-policy. You acknowledge and agree that Your use of the Service and acceptance of the Terms herein is subject to Our Privacy Policy, incorporated herein by reference.

We may modify the Terms (including our Privacy Policy) at any time in Our sole discretion, by posting amended Terms to the Site or by sending You an e-mail. Your continued use of the Site or Service thereafter shall constitute acceptance of all revised, modified and/or amended Terms. However, You should review the most up-to-date version of the Terms and Privacy Policy from time-to-time on the Site. We will notify You of any Material change, amendment or modification to the Terms and Privacy Policy through the Site’s dashboard or through other communication. In the event You choose not to agree and accept the new modified or amended Terms, You may cease use of the Service and Site at any time. Nothing in these Terms of Service shall be deemed to confer any third-party rights or benefits.

The Service

Engiven is a service that provides tools and resources intended to simplify the acceptance of cryptocurrency donations or 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 Service for personal enrichment, or with a purpose of transferring, or inducing others to transfer, cryptocurrency unlawfully.

Eligibility for Service

In order to use the Service as an organization, Your organization, entity, or company must qualify, at the time of initial Use, as a tax exempted nonprofit organization pursuant to Section 501(c)(3) of the Internal Revenue Code (the “Code”) or similar federal regulation outside of the United States. In order to use the Service as an organization, You must be a controlling person of Your organization, or a controlling person or authorized governance body of your organization must have provided You with written authorization for Your organization to use the Service. You shall provide Us with written notice and cease use of Our Service if Your organization no longer qualifies as a tax exempted nonprofit organization pursuant to Section 501(c)(3) of the Internal Revenue Code (the “Code”) or similar federal regulation outside of the United States. Failure to provide Us with written notice and to cease use of the Site and Service shall be considered a material breach of the Terms.

You are not eligible to and prohibited from using the Service or Site if doing so is prohibited by sanction or embargo of the United States government, UN sanctions, or HM Treasury’s financial sanctions regime. You are not eligible to and cannot use the Services if You are under the control of or operate in Cuba, Iran, North Korea, Sudan, or Syria or any other country subject to United States embargo, UN sanctions, HM Treasury’s financial sanctions regime, or if You are on the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Commerce Department’s Denied Persons List, Unverified List, Entity List HM Treasury’s financial sanctions regime. A list of countries and persons currently sanctioned by the US can be obtained from the US Office of Foreign Asset Control or Organizations of the US Department of the Treasury.

Receiving, Holding and Liquidating Cryptocurrency

Engiven is not a depositary institution and does not offer banking services or Money Service Business services as defined by the United States Department of Treasury.

In order for You and Your organization to use the Service, Engiven will facilitate the establishment of a dedicated subaccount(s) (“Subaccount”) with Gemini Trust Company, LLC (“Gemini”) for Your organization. The Gemini subaccount(s) associated to Your Engiven account is owned by Your organization and You agree to name and maintain Engiven as an authorized user of Your organization’s subaccount(s). By agreeing to these Terms of Service, You and Your organization 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 Service.

Engiven provides multiple options to help nonprofits receive cryptocurrency donations. If You utilize Engiven’s Auto-Liquidation (“Exchange Fund”) function, cryptocurrency donations sent by Your donors will be made and deposited directly into Your organization’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 in order to be deemed confirmed. Transactions on cryptocurrency blockchains are dependent upon a number of 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. You also acknowledge that You understand that the speed of cryptocurrency transactions can vary greatly and are dependent on a number of factors, including network traffic and the transaction or gas fees associated with each transaction.

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 custody Subaccount. By utilizing Engiven’s Custody Fund function, You acknowledge that You understand and agree that each cryptocurrency donation Your organization receives via the Custody Fund function will be deposited directly from the donor to Your organization’s custody Subaccount after the donation transaction has received the number of confirmations required by Gemini in order to be deemed confirmed.

You can view Your Organization’s balance of cryptocurrency assets held in Custody Fund via your Engiven dashboard. You may also liquidate part, or all of the cryptocurrency assets (above $150 USD notional value) held in your Custody Fund via Your Engiven dashboard. When You make a liquidation request for cryptocurrency assets, You understand that the number and type of those cryptocurrency assets that You have designated for liquidation will be automatically sold for USD at the prevailing market price. You understand that Gemini charges certain fees (see: Gemini Custody Fee Schedule – https://www.gemini.com/fees/custody-fee-schedule) related to cryptocurrency assets held in custody Subaccounts. These fees are deducted directly by Gemini in the native asset(s) held in custody and are in addition to any Engiven fees.

Tax Forms and Appraisals

Engiven provides an option to assist You and Your donors with the completion of certain IRS forms.  When you utilize the Form 8282, Form 8283, and Appraisal generation function You acknowledge that You understand and agree that Form 8282, Form 8283, and Appraisal generation is provided as a courtesy by Engiven and the forms are completed to the degree possible based on the information held in the Engiven platform, that the generation of the Form 8282, Form 8283, and Appraisal by Engiven is not nor intended to be tax advice or tax preparation services, and that the completeness and the accuracy of Form 8282 and Form 8283, and the IRS requirements regarding the filing of Form 8282, Form 8283, and Appraisal are Your and Your donor’s responsibility and not Engiven’s.

Service and Subscription Fees

Engiven charges Your organization service fees (“Service Fees”) that are based on Your organization’s utilization of Engiven’s Exchange Fund and Custody Fund functions (the “Service Fees”). The Service Fees are calculated based on: (a) a percentage of the USD that is generated as a result of Your organization’s sale of Your cryptocurrency via Engiven’s Exchange Fund function, (b) a percentage of the cryptocurrency received by Your organization via Engiven’s Custody Fund function, and (c) a percentage of the USD that is generated as a result of Your organization’s liquidation of cryptocurrency from your Custody Fund. The percentages that Your organization is charged as the Service Fees can be found in the Account Settings section of Your dashboard and You acknowledge and agree that it is part of these Terms.

By using the Services, you agree to pay all relevant subscription fees (“Subscription Fees”). Subscription Fees payable for use of any Services are as described on the Engiven website (unless otherwise agreed in writing) and may be updated from time to time. All pricing is specified on a monthly or annual basis and in US Dollars (unless otherwise specified). Services will automatically renew at the end of each subscription period, unless you cancel the Services through Your dashboard before the end of the current subscription period. You agree to pay all Service Fees and any other charges incurred by you or any users of your Account and your credit card (or other applicable payment mechanism) at the price(s) in effect when such charges are incurred on or before the due date. You agree that you will only use credit cards belonging to you or for which you are expressly authorized to use.

Transfer of Funds

Each business day, Engiven will initiate an ACH or wire transfer to the bank account You have designated via Your Engiven dashboard, of any available USD funds generated from cryptocurrency donations that You have liquidated via Engiven’s Exchange Fund or Custody Fund function during the previous day. The USD funds transferred by Engiven to Your bank account will be net, or minus, any Service Fees.

Registration and Your Account

By using the Service as an organization, You agree to the following: When You register and create an account to use the Service, You agree: (a) to submit a valid e-mail address and governmental registration number associated with the nonprofit organization You represent or are a controlling member of, to create Your account (“Account”); (b) to create a unique password and User name; (c) to submit accurate information on Your account; (d) to keep confidential, and protect from disclosure with reasonable measures, all aspects of Your Account including Your user name and password; (e) that You are responsible for any and all uses of Your Account by Yourself or others, whether or not You’ve authorized such use; (f) to keep confidential all aspects of other Users’ Account information that You may have authorized access to; (g) to immediately notify Us in writing of any unauthorized use of Your Account; and (h) that You will not use the Site or Service for any unlawful or otherwise prohibited activity. The information required to create an Account may vary depending on the country or region Your nonprofit is registered in.

You shall not share or disclose Your Account password to anyone, and You shall notify Us immediately of any actual or perceived unauthorized use of Your Account, or if You suspect that Your Account password has been stolen. You are responsible for all activities that occur under Your Account, whether or not You know about them. You shall not authorize any other person or entity to use Your unique User ID and password. You are solely responsible for preventing such unauthorized use of Your account, and for the activities that take place on Your Account under the unauthorized use. If You become aware of any unauthorized activity, please notify us ASAP at info@engiven.com. We are not liable for any misuse of Your account, and the sensitive information within, by an unauthorized party, unless the unauthorized use arises directly from Our gross negligence.

Feedback

We are always striving to improve the Engiven Services and We welcome feedback and suggestions for improvements to the Service and Site (“Feedback”). You can provide Feedback by emailing us at info@engiven.com. You understand and agree that You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that You own or control for Us to use, copy, modify, or create derivative works based upon the Feedback.

Content License and Use

All Content provided by Engiven on the Site or through the Service 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 Service and Site.

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 Service and the Content. You agree that You will not download any Content unless that specific Content is accompanied by a “download” or similar link.

Additional information about Your privacy and how We may use Your User Content is available in Our Privacy Policy.

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 either Our property or the property of Our 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 post, distribute, reproduce, or sell in any way, any third-party IP without legal authorization. You will indemnify and hold Us 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.

Engiven and the other names, logos, icons and marks identifying Us and our products, Site, and Service are trademarks owned by Us, and may not be used without Our prior written consent, which we may grant or withhold in Our sole and absolute discretion. We reserve all rights not expressly granted under the Terms. By using the Service, You expressly agree that any information You provide via uploading or posting will be at Your sole risk, and We shall not be responsible to You or any third party in any way under any circumstance for any such information or other User Content (defined below) that You provide to Us. You may not post, distribute, reproduce, or sell in any way, any IP without legal authorization. You shall indemnify the Indemnified Parties against all losses related to Your unauthorized use of any IP and/or the Service. You may not copy, sell, resell, or otherwise exploit any aspect of the Service for any commercial purpose. We retain and reserve all right, title, and interest to all IP and other material on the Site (except for IP belonging to third parties), including all software and other computer code. None of the material on the Site may be reverse-engineered, disassembled, decompiled, transcribed, resold, or redistributed without our prior written consent, which We may grant or withhold in Our sole and absolute discretion. You acknowledge that You do not acquire any ownership right or other interest by downloading any IP from the Site. Without limiting the generality of the foregoing, You agree that any text, photo, graphic, audio, and/or video on the Site shall not be broadcast, rewritten for broadcast or publication, or redistributed directly or indirectly in any media nor stored in a computer.

License(s)

We authorize You, subject to these Terms, to access and use the Service solely for Your nonprofit’s purposes, mission and business. Any other use of the Site or Our Service is expressly prohibited. This license is revocable at any time without notice, and with or without cause. Unauthorized use of our Intellectual Property and Content (defined below) may violate copyright, trademark, and applicable communications regulations and statutes, and is strictly prohibited and enforceable under federal law.

User Content and User Guarantee

For purposes of these Terms: (i) “Content” means any text, software, scripts, graphics, photos, sounds, music, videos, logos, audiovisual combinations, interactive features and other materials You may view on, access through, or contribute to the Service; and (ii) “User Content” means any Content that Account holders (including You) provide to be made available through the Service or Site.

By transmitting or submitting any User Content while using the Service, You affirm, represent, guarantee and warrant that such transmission or submission is (a) accurate and not confidential; (b) not in violation of any applicable laws, contractual restrictions or other third party rights, and that You have permission from any third party whose personal information or intellectual property is comprised in the User Content; (c) free of viruses, adware, spyware, worms or other malicious code; and (d) You acknowledge and agree that any of Your personal information within such content will at all times be processed by Us in accordance with Our Privacy Policy.

If there is content that is objectionable for any of the above reasons or otherwise, please let us know by clicking on the “Contact Us” link at the bottom of any page on the Site and then send us an email to legal@engiven.com. We will review Your concerns, but we have the right in our sole discretion to make the final judgment on whether any Term has been violated and to determine what, if any, action should be taken.

Prohibited Activities

We reserve the right to cancel a User Account at any time for any reason in Our sole discretion. User accounts may be cancelled for several reasons, including but not limited to:

  • Submitting any unlawful, harassing, libelous, abusive, threatening, harmful, bigoted, racially offensive, obscene, or otherwise objectionable User Content;
  • Any sexually explicit User Content;
  • Language or User conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or international law or regulation;
  • Posting any unsolicited or unauthorized advertising, “spam,” or junk mail, including “chain letters” and “pyramid schemes”;
  • Submitting any User Content that is alleged to infringe any patent, trademark, trade secret, copyright, or other proprietary right;
  • Uploading a virus or User Content designed to disrupt, limit, or damage any functionality of any computer software, hardware or server;
  • Posting User Content originally posted by another User without permission or attribution;
  • Use the Site in a way that is intended to disrupt or interfere with the Site or Service or its use by other party;
  • Providing or having the intent to provide services to prohibited users, countries or territories;
  • If We in Our judgment and sole discretion deem it appropriate.

Without limiting or waiving any of Our other rights under these Terms, We may limit, suspend, terminate, modify, or delete Your Account or access to the Service if You are, or We suspect that You are, failing to comply with any of these Terms of Service for any actual or suspected illegal or improper use of the Service, with or without notice to You. Additionally, We may limit, suspend, terminate, modify, or delete Your Account or access to the Service if We believe that You are infringing the intellectual property rights of Engiven or third parties, or are acting inconsistently with the letter or spirit of Our Terms or any published policies.

You agree that You will not circumvent or attempt to circumvent, disable or attempt to disable, or otherwise tamper with security-related features of the Service or features that prevent or restrict use or copying of any Content or that are intended to enforce limitations on use of the Service or the Content therein.

Content Guarantee and Use

We do not guarantee, endorse or verify any Content provided on the Site, or Content made available through Our Service. The Content that we provide is provided to You on an “AS IS” basis.

You understand that We may use User Content to provide the Service and for statistical, analytical, reporting and other legitimate purposes (See, Our Privacy Policy).

User Content License and Use

When submitting information and User Content to Your Account via Our Service or Site, You retain all intellectual property rights and ownership to Your User Content. No transfer of ownership is created between You and Engiven for Your User Content or vice versa.

However, so that we can operate the Service and Site effectively, You grant Engiven a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, copy, distribute, create derivative works of, display, and perform the User Content that You upload, submit, store, send, or receive on or through our Services. The rights You grant in this license are for the limited purpose of operating and providing our Service and Site only.

At any time, You may remove or change Your User Content by editing or specifically deleting it. However, in certain instances, some of Your removed or edited User Content may not be completely removed, and copies of Your User Content may continue to exist on the Site’s server, Site and other locations belonging to Us. Copies, or meta copies, of User Content and information is solely used for purposes associated with Our Service and Site. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of Your User Content at any time.

Additional information about Your privacy and how We may use Your User Content is available in Our Privacy Policy.

Links to Third Party Sites and Vendors

The Site may contain links to other third-party websites that are not owned or controlled by Us. Please be aware that We are not responsible for the privacy or other practices of such third-party websites and/or vendors. Accordingly, We cannot and shall not be responsible for any issues, including offensive or malicious content, usability, or other problems with or related to those websites. You are solely responsible for reading and understanding the policies and terms of use or service of any other website that You visit, both directly and indirectly relating to Our Site and Service.

The Service permits 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, which risks may be described in some detail on the Site. We do not endorse third party tools, nor provide legal or accounting advice, and You recognize that the information on the site is for information only and not a substitute for professional advice specific to Your situation. You must exercise Your judgement in determining whether the tools are appropriate for Your needs.

Disclosure of Information and User Content

Your information, and the contents of all of Your online communications (including without limitation, text, internet protocol addresses, personal information, personal identifiable information, User Content,) may be accessed and monitored as necessary to provide the Service, and also may be disclosed: (i) when We have a good faith belief that We are required to disclose the information in response to legal process (for example, a court order, search warrant or subpoena); (ii) to satisfy any applicable laws or regulations (iii) where We believe that the Service is being used in the commission of a crime, including to report such criminal activity or to exchange information with other companies and organizations for the purposes of fraud protection and credit risk reduction; (iv) when We have a good faith belief that there is an emergency that poses a threat to the health and/or safety of You, another person or the public generally; and (v) in order to protect Our rights or property, including to enforce Our Terms and Service. By entering into these Terms, You hereby provide Your irrevocable consent to such monitoring, access and necessary disclosure. We will only disclose information that is necessary and required for the purpose at hand. Please see Our Privacy Policy for further disclosure policies on User Content and personal identifiable information.

Copyright Notices and Complaints

It is Our policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act (“DMCA”). We reserve the right to cancel, without notice, any User’s access to the Service, or Account, if that User is determined by Us, in our sole discretion, to be a “repeat infringer.” In addition, We accommodate and do not interfere with standard technical measures used by copyright owners to protect their materials.

If You have a good faith belief that Your works are being misused by others through the Site or Service, please contact Us at: legal@engiven.com. Notices may be disregarded unless: (1) it adequately identifies the copyrighted work; (2) it specifically identifies the work You believe is infringing; (3) You’ve provided Your contact information; (4) it includes the following statement: “I have a good faith belief that the use of the copyrighted material described above is not authorized by the copyright owner, or its agent, or the law. I swear under penalty of perjury that the information in this notice is accurate and that I am the copyright owner, or authorized to act on behalf of the owner, of an exclusive right that is allegedly infringed.” All notices must be signed and accurately identify the person making the submission.

Termination

Engiven may terminate Your account, Your access to, and use of the Service and Site, at Our sole discretion, at any time and without notice to You. You can, and are able to, terminate Your Account by following the instructions related to account closure, which can be found on the Account dashboard. You acknowledge and agree that upon any termination, discontinuation or cancellation of Service or Your Account, the following provisions of these Terms will survive: Feedback, User Content License and Use, Content License and Use, Intellectual Property, Copyright Notices and Complaints, Limitation of Liability, Disclaimer of Warranties, Disclosure of Information and User Content, Licenses and Links to Third Party Sites.

Disclaimer of Warranties

USE OF THE SITE AND THE SERVICE IS AT YOUR SOLE RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY LOSS THAT RESULTS FROM SUCH USE. THE SERVICE IS 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 SERVICE WILL MEET YOUR REQUIREMENTS OR THAT THE SERVICE 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 SERVICE, AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICE, OR THAT DEFECTS IN THE SERVICE IN WHOLE OR IN PART, INCLUDING SOFTWARE, WILL BE CORRECTED. ENGIVEN MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THIS SITE’S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. ENGIVEN DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED SERVICES OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND ENGIVEN WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. IMPORTANTLY YOU ARE SOLELY RESPONSIBLE FOR THE SAFEKEEPING OF ANY DIGITAL CURRENCY WALLET CREATED ON OR USED IN CONJUNCTION WITH THE SERVICES. ENGIVEN DOES NOT STORE OR PROTECT YOUR DIGITAL CURRENCY WALLETS AND ENGIVEN IS NOT RESPONSIBLE OR LIABLE FOR ANY LOST OR THEFT OF YOUR DIGITAL CURRENCY FOR ANY REASON.SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

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 AND YOUR USE OF THE 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 SERVICE (“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.

Limitation of 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 SERVICE, 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. FURTHER, WE SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY THIRD-PARTY CONTENT UPLOADED ONTO OR DOWNLOADED FROM THE SITE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN ANY EVENT, THE MAXIMUM LIABILITY OF US TO YOU SHALL NOT EXCEED THE NET AMOUNT OF FEES PAID BY YOU THROUGH THE SERVICE DURING THE THREE-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF YOUR CLAIM.

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 SITE. 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.

Equitable Relief

By using the Site and Service, 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.

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”).

Severability

If any provision of any Term is held to be invalid or unenforceable, such provision shall be struck and the remaining Terms shall be enforced, with the invalid or unenforceable provision deemed modified to the least extent necessary to make it valid and enforceable while encompassing the intent of the Terms. Any failure to act on Our part with respect to a breach of any Term does not waive our right to act with respect to a continuing, subsequent, or similar breach.

Assignability and Transfer

You may not assign or transfer Your rights under the Terms, and any attempt to the contrary shall be void and of no effect. We may transfer our rights under this agreement in the event of a business consolidation or transfer. The Terms shall inure to the benefit of and be binding upon Your and our respective successors and assigns.

Notice

Any notice required or given to You under the Terms may be delivered by electronic mail at the e-mail address You provide during registration on the Site, or that which your organization has on file within the Account Dashboard.

Entire Agreement

These Terms, together with Our Privacy Policy, constitute the complete and exclusive understanding and agreement between You and Us relating to the subject matter hereof, and supersede all prior understandings, proposals, agreements, negotiations, and discussions between the parties, whether written or oral. If You have any questions or problems with any order placed by You in connection with the Service or Site, please contact Us via email at legal@engiven.com.