General Terms & Conditions

Status: 1. September 2022

1. Scope
1.1. IKNAIO. Iknaio Cryptoasset Analytics GmbH with its seat in Vienna and the business address Obstgartenweg 6, 1220 Vienna, registered in the commercial registry of the Commercial Court Vienna under FN 563448 a ("IKNAIO" or "We") operates a platform for forensic analysis in relation to digital assets under  https://www.ikna.io/  ("Platform").
1.2. Services. On the Platform, IKNAIO offers the following digital services: API (application programming interface) for Platform access, dashboard and associated software for crypto asset analytics and crypto asset forensics including visualization of flow of funds in crypto asset and ancillary digital services ("Services").
1.3. Parties Services. Parties of the contractual relationship in relation to a License for the use of Services of are IKNAIO, as licensor, and the respective user, as licensee ("USER" or "You").
1.4. General Terms. These general terms and conditions ("General Terms") apply to all Licenses for the use of Services of the Platform, as defined and described herein. These General Terms shall also apply to any warranty improvements, additions (e.g., patches), or new versions (updates, upgrades, etc) to the Services provided by IKNAIO under Licenses, which replace wholly or partly the Service provided earlier.
1.5. Basis. Licenses are concluded by IKNAIO exclusively subject to the acceptance of these General Terms in their most recent applicable version at conclusion. In order to obtain a License, USERS need to accept these General Terms in form of actively checking the respective checkbox on the Platform, making these General Terms mutually agreed and applicable to the contract concluded.
1.6. Workshops. Upon enquiry of USERS, IKNAIO also offers workshops in relation to Services, the Platform and topics in connection thereto. Workshops are organized by IKNAIO also solely on the basis of these general terms, if not expressly agreed in writing otherwise.

2. License
2.1. License. For the utilization of Services of the Platform, IKNAIO offers to USERS a non-exclusive, non-transferable, non-assignable, non-sub-licensable single user license for the use of the Service, as described in more detail on the Platform ("License").
2.2. Offers. All offers of Licenses on the Platform are non-binding. The offer of Licenses on the Platform is to be understood as general overview. The display of a License on the Platform is not to be considered a legally binding offer, but an invitation to USERS to submit an offer in relation to concluding a contract for the purchase of Licenses. We are not obliged to conclude Licenses with You via the Platform.
2.3. Scope. These General Terms and Licenses shall not grant to the USER any rights to the source code of any software that is part of the Services or the Platform of IKNAIO.

3. USER Obligations and
Code of Conduct
3.1. Conduct. USERS agree not to modify, perform, publish in online, print and other media, license, create derivative works from or offer for sale or for any other compensation or remuneration (including digital assets) any content and information available on the Platform or obtained from or through the Platform. USERS also agree not to circumvent, remove, modify, disable, disparage or prevent any copy protection on the Platform; use robots, spiders, web scraping or other automated operations apart from the designated API provided by IKNAIO to access the Platform; decompile, reverse engineer or disassemble any software or other products or processes accessible through the Platform; insert any code or other products or otherwise manipulate the Platform or the Services; as well as not to use data mining, data collection or other extraction methods. In addition, USERS agree not to take any action to disrupt, cancel or restrict the functioning of the Platform or Services. This also applies to any software viruses or other codes, files and programs.
3.2. Permitted Use. USERS which qualify as entrepreneurs may use their License exclusively in the course of and for the purposes of their own business operations. Since the License is a single user license, a License for each USER in the enterprise needs to be purchased. USERS, which are consumers, may exclusively use their License for their own private, non-commercial purposes.
3.3. Prohibition of Transfer. All USERS may not grant access to the License in any form to any third party, particularly but not limited to rental or access in any other way.

4. Fees
Fees. Per License monthly fees as specified on the Platform shall be paid to IKNAIO ("Fees"). All Fees are net fees exclusive of any value added tax, other tax, public or state fee or tariff. IKNAIO reserves the right to from time to time adjust Fees.

5. Offer and Contract Conclusion
5.1. Selection. USERS may, not legally binding, select the desired License on the Platform. Requesting a License does not lead to a reservation. The availability may therefore change during the ordering process. The ordering process starts as soon as USERS are asked to provide the required data for the order.
5.2. Offer Submission. Before submitting an offer, USERS can correct their data with the provided instruction and correction methods any time. IKNAIO saves the offer text. The respective current version of these General Terms is available online and may be printed via the printer function in the browser or may be downloaded. In this way, USERS may also print and download the offer summary before submitting the offer to INKAIO in the last step of the offer process.
5.3. Completion of Offers and Offer Confirmation. Via the Button [ORDER NOW] after accepting (i) the data protection declaration of the Platform and (ii) these General Terms and the request to (iii) immediately start with the services (exclusion of withdrawal right) via clicking the applicable checkbox, USERS submit a legally binding offer in relation to the purchase of the License. After receipt of the offer, We perform a KYC check in the course of which we contact USERS or submit to USERS an automatically generated offer confirmation via e-mail, in which the offer is summarized. Further the applicable version of these General Terms is included (offer confirmation). The offer confirmation only documents the receipt of the offer by IKNAIO and is in general not to be understood as an acceptance of the offer. You are bound by your offer 5 (five) business days. We are not obliged to accept your offer.
5.4. Acceptance and Invoice. IKNAIO will accept offers by USERS by sending an invoice, which simultaneously serves as contract confirmation. Invoices are dispatched as attachment electronically via e-mail.

6. Payment Options
6.1. Payment Options. IKNAIO will include different payment method options in the invoice for Licenses and Workshops. If third parties are involved in payment processing, their general terms and conditions apply.
6.2. Payment Delay. In case of a payment delay by a USER, IKNAIO will invoice default interest at a rate of 12% p.a., at least however 3% above the key interest rate of the European Central Bank. The costs for use of collection agencies or attorneys in cases of default will – as far as they are appropriate and necessary – be born by USERS. The obligation to pay default interest does not preclude IKNAIO DESIGNER to assert claims for further damages.
7. Maintenance and Updates
7.1. Updates. IKNAIO will regularly maintain and update the Platform at its own choice and convenience. IKNAIO has the right to undertake such maintenance or updates at any time and without prior notice.
7.2. Downtime. IKNAIO may make available to USERS updates to the Platform and Services to be installed by USERS on the USER's infrastructure. USERS shall install such updates in a timely manner, and at the latest within 5 (five) business days upon receipt. IKNAIO shall not be liable for any malfunction during Downtime (as defined below) of the Platform or Services or the USERS' technical infrastructure, until USERS fulfil their update obligation. "Downtime" shall mean any time during which the Platform and its Services are not available to USERS or cannot be used by USERS, or are noticeably or significantly degraded to the detriment of USERS.
7.3. Response Time. In cases of Downtime or other issues with the Platform or Services, IKNAIO shall respond to and remedy any unavailability or malfunction. IKNAIO does not warrant any specific response or resolution times

8. Workshops
8.1. Scope. Scope and duration of workshops as well as remuneration will be individually agreed between USERS and IKNAIO.
8.2. Performance. IKNAIO is entitled to include its own employees and also third parties for the performance of Workshops. When including third parties for the performance of workshops, IKNAIO will conclude a confidentiality agreement with third parties.
8.3. Amendments. Amendments of the scope of agreed Workshops or the engagement to provision of further Services is solely possible via e-mail. IKNAIO is not obliged to consent to the amendment of the scope of already agreed Workshops or to the provision of further Services. Without prejudice to the consent of IKNAIO to amend the scope of agreed Workshops, respectively the acceptance of the enquiry for the provision of further Services, USERS are obliged to pay the total remuneration for the already agreed Workshop without any deductions to IKNAIO.

9. Liability and Warranty
9.1. Warranty. IKNAIO assumes warranty (Gewährleistung) for Services of the Platform in accordance with Sec 922 et seq Austrian Civil Code (Allgemeines Bürgerliches Gesetzbuch), subject to the conditions in these General Terms.
9.2. Limitation of Liability. IKNAIO shall only be liable for damages only in cases of gross negligence (grobe Fahrlässigkeit) or intent (Vorsatz). Any liability of IKNAIO is further limited to the lower amount of (i) total Fees for a License paid to IKNAIO by a USER in a calendar year or (ii) the maximum liability sum in the amount of EUR 5,000 (five thousand Euro). Any other liability or liability exceeding the maximum liability sum of IKNAIO is expressly excluded.
9.3. Without prejudice to the foregoing, IKNAIO in particular does not assume any liability for the following:
(a) data loss and damages of any nature, including damage of software, computer programs, digital working environment or data loss by USERS due use of Services.
(b) damages caused by the action, inaction, or other involvement of third parties.
(c) damages caused by criminal action including cybercrime, inaction, or other involvement of third parties.
(d) damages for USERS caused by use or improper use or misuse of the Platform or Services by USERS.
(e) force majeure, consequential damages, financial losses, lost profit, lost data, lost interest.
(f) damages or lost profit claimed from USERS by third parties, in particular by customers or by other contract partners of USERS.
9.4. Third-Party Services. USERS acknowledge that the Platform may include Third-Party Services. "Third-Party Services" means any software, components or services designed, produced, implemented or commissioned by entities or persons other than IKNAIO, for example by third parties as service providers to IKNAIO. IKNAIO shall not be liable for Third Party Services under any circumstances.
9.5. Third Party Claims. USERS shall immediately notify IKNAIO if third parties assert claims preventing USERS from using the Platform or Services. USERS are obliged to coordinate any actions to such claims with IKNAIO and follow IKNAIO's directions for such defence.
9.6. Interruptions and Malware. IKNAIO assumes no warranty or liability that Services and the Platform offered thereon will function in whole or in part without interruption and error-free, contain no programming errors and for any resulting damages. In addition, IKNAIO is not liable for the fact that the Platform, Services and the associated servers may contain viruses or other harmful components that could cause to the computer hardware and/or software of USERS and for any resulting damage.

10. Exclusion of Withdrawal Right
10.1. Digital Service. By purchasing a License for the use of the Platform, USERS purchase a digital service by IKNAIO in accordance with these General Terms.
10.2. Exclusion of Withdrawal Right. In general, by concluding contracts via the Internet for the purchase of digital services, USERS have a withdrawal right, under which they may withdraw from a contract within 14 (fourteen) business days without reason. Such withdrawal right of USERS is expressly excluded.
10.3. Immediate Provision of Services. With their offer to conclude a License in accordance with these General Terms, in particular clause 4, USERS request in the offer process that IKNAIO, after accepting an offer, immediately provides the digital Services of its Platform under the License, before expiry of the withdrawal period. USERS make such request for immediate provision of services to IKNAIO by clicking the relevant checkbox, which mainly includes the following request (or similar): "I hereby request to receive access to the digital services of the IKNAIO Platform before expiry of the 14-day withdrawal period. I acknowledge that I lose my withdrawal right in relation to the contract (License) with the full provision of services by IKNAIO, respectively that I shall pay compensation for already received services." USERS, by clicking the checkbox, explicitly acknowledge that they lose their withdrawal right with the full fulfilment of the contract by IKNAIO.

11. Intellectual Property and Copyrights
11.1. Third Party Software. Services may include, embed, integrate, or use, integrally or ancillary, third-party software or other intellectual property of third parties. USERS acknowledge that the Service might contain such third-party IP, and that such third-party IP may be subject to additional terms and conditions. In particular, IKNAIO uses as part of the Platform the tool GraphSense as software see  www.graphsense.info  ("Third Party Software"). THE THIRD PARTY SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE THIRD PARTY SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE. USERS explicitly consent to this exclusion of liability for Third Party Software and acknowledge that they have no claims whatsoever against the authors or copyright holders.
11.2. Current IP. With exclusion of Third Party Software, IKNAIO is the sole author and copyright holder of all works, documents, concepts, ideas, computer programs and code, software and other developments in connection with the Platform and Services, irrespective of whether they are or can be legally protected, and including any modifications of the Platform and the Services ("Current IP"). USERS are permitted to use the Service based on a valid License for the duration of the License. Under no circumstances do USERS acquire any rights of any nature in relation to Current IP.
11.3. Future IP. Any works, documents, concepts, ideas, computer programs and code, software and other developments which may be created by IKNAIO or USERS during the term a License in connection with or for use with or by the Service or during Workshops shall transfer into the sole ownership of IKNAIO (such "Future IP", together with Current IP collectively the "IKNAIO IP") without consideration.
11.4. Consent Requirement. USERS may not use IKNAIO IP for any purposes other than those permitted under the License and these General Terms. Any use of IKNAIO IP beyond the scope of the License and these General Terms requires the prior express written consent of IKNAIO.
11.5. Diligence and Indemnity. USERS will carefully use IKNAIO IP and take appropriate measures to prevent misuse of IKNAIO IP, in particular unauthorized duplication or use. USERS will ensure that access authorizations to IKNAIO IP are guarded against unauthorized access or use, that the authorization to use IKNAIO IP is defined by technical measures and that each device which may retrieve IKNAIO IP is secured against unauthorized duplication or use. USERS shall take any reasonable precautions to prevent malfunctions of or damage to the IKNAIO IP. USERS shall fully indemnify and hold harmless IKNAIO for any damages (including malfunctions) caused by the USER regardless of the degree of culpability of the USER.

12. Duration and Termination
12.1. Duration. Licenses immediately commence after confirming an offer of USERS by IKNAIO. Licenses are concluded for an indefinite period of time.
12.2. Ordinary Termination. IKNAIO and the USER may ordinarily terminate a License in writing by e-mail at the end of every month.
12.3. Extraordinary Termination. IKNAIO reserves the right to extraordinarily terminate Licenses at any time and without notice for good cause, whereas in particular the following circumstances shall be considered good cause under these General Terms:
(a) breach of obligations by USERS under these General Terms.
(b) USERS are in delay with payment obligations resulting from Liceses despite receiving a reminder and a grace period of 1 (one) week.
(c) harm to the reputation of IKNAIO caused by action or use of the License by USERS.
(d) commitment of unlawful acts by USERS.
(e) USERS have applied for a settlement out of court or insolvency proceedings are to be expected, have been applied for or confirmed in relation to USERS

13. Data Protection
13.1. Measures. In particular, IKNAIO will comply with the provisions of the Data Protection Act when handling any personal data received and will take the technical and organizational measures necessary for data protection in the area of responsibility of IKNAIO.
13.2. Assignment. The permissibility of the transfer of personal data to IKNAIO as well as the processing of such data by IKNAIO must be ensured by USERS. In particular, USERS must ensure that the access to or processing of personal data (including e-mails) of USERS, the users assigned to their account or third parties by IKNAIO does not violate any data protection regulations and shall indemnify and hold harmless IKNAIO in this regard in any case.
13.3. Third Parties. IKNAIO takes all reasonable measures to protect data and information of USERS stored by IKNAIO against unauthorized access by third parties. However, IKNAIO is not responsible if third parties nevertheless succeed in gaining access to the data and information in an unlawful manner.
13.4. Privacy Policy. IKNAIO is entitled to store and process all data resulting from the business relationship, in particular for the administration, billing, data backup and improvement of Services, with the aid of automation. For the specific use of the data, reference is made to the information on data protection in the IKNAIO's privacy policy under  https://www.ikna.io/privacy.

14. Notifications and Information Sharing
14.1. Notifications. Statements, notifications, questions and complaints of any kind shall be submitted to an Iknaio Cryptoasset Analytics GmbH, Obstgartenweg 6, 1220 Wien, e-mail: contact@ikna.io. Statements or notifications to USERS will be distributed to the most recently provided e-mail address.
14.2. Information Sharing. IKNAIO is entitled to regularly send USERS information about Services and the Platform by e-mail (in particular through newsletters). In the course of these messages, IKNAIO is entitled to also bring offers of third parties to the attention of USERS. USERS hereby expressly consent to the use of their contact details (e-mail address) to receive the corresponding information. This consent can be revoked by USERS at any time. Consent to the receipt of systemically important or technical information cannot be revoked.

15. Online Dispute Resolution
The European Commission provides a platform for online dispute resolution under  http://ec.europa.eu/consumers/odr/.  We are neither obliged nor willing to participate in a dispute settlement procedure before a consumer arbitration board.

16. Applicable Law
16.1. Choice of Law. These General Terms, contracts and Licenses and any rights related thereto and relationships between the Parties, shall be governed by the laws of the Republic of Austria, excluding its conflict of law rules. The UN Convention on Contracts for the International Sale of Goods as well as all laws in relation to the UN Convention on Contracts for the International Sale of Goods are expressly excluded.
16.2. Consumers. Statutory provisions on restricting the choice of law for consumers remain unaffected. The choice of law in this clause consequently applies only insofar as it does not withdraw the protection provided by mandatory provisions of the laws of the jurisdiction of residence of USERS (principle of favourability).
16.3. Jurisdiction. For all claims and disputes arising from Licenses /or related thereto as well as for all disputes arising from the legal relationship between IKNAIO and USERS, the competent court in Vienna, Austria, shall be responsible for the respective amount in dispute, unless this is contrary to mandatory statutory provisions.