Terms of Service
Last updated: February 10, 2025
Introduction
To provide Nudge.xyz’s services to you, DeFi Labs GmbH (“we”, “our”, “us” or “Company”) must have your (“you,” “your” or “User”) agreement to these Terms of Service (“the Terms”). By accessing or using Nudge.xyz, you expressly consent and agree to be bound by and comply with these Terms.
If you are agreeing to these Terms on behalf of a business, you represent to us that you have the authority to bind that business or entity to these Terms, and that business or entity accepts these terms. We encourage you to read these Terms carefully and use them to make informed decisions.
We may change these Terms from time to time at our sole discretion, and if we make any material changes, we will update the date at the top of these Terms and maintain a current version on the website. All modifications will be effective when they are posted, and your continued accessing or use of Nudge.xyz will serve as confirmation of your acceptance of those modifications. If you do not agree with any modifications to these Terms, you must immediately stop accessing and using Nudge.xyz.
If you have any queries in relation to these Terms, please contact us at info@nudge.xyz.
Description of the Services
Nudge.xyz is a web-based interface for identifying and accessing opportunities to realize your user reallocation value. The Nudge.xyz interface is distinct from the deployed smart contracts and is one, but may not be the exclusive, means of accessing them. When using the Nudge.xyz interface, you understand that (i) you are not buying or selling digital assets directly with us, and (ii) we do not control trade execution.
Additionally, the Company provides a campaign builder application that enables you (“Campaign Builders”) to create campaigns where other users can agree to take certain actions in exchange for rewards (“Campaigns”). Campaigns and associated rewards are handled by smart contracts deployed on a public, permissionless blockchain. The Nudge.xyz interface provides access to the campaign creation process, facilitating participation and reward distribution from the deployed smart contracts. The campaign builder process is similar in function to online advertising platforms, allowing Campaign Builders to structure incentive-based engagements with users.
Collectively, the Campaign Builder, the Nudge.xyz interface, and any user-rellocation value applications are the “Services” and “Nudge.xyz.”
Eligibility
To use Nudge.xyz, including the campaign builder application, you represent that (1) you are at least 18 years of age or older (for US-based users) or older than the age of majority in the jurisdiction in which you reside and are otherwise capable of entering into binding contracts, and (2) you have the right, authority, and capacity to accept these Terms and to abide by these Terms, and that you will do so.
Your entering into these Terms does not constitute, and would not reasonably be expected to result in (with or without notice, lapse of time, or both) a breach, default, contravention or violation of any Law, regulation, decree or legal restriction, tax regulation or obligation, or any order or judgment of any court or other agency of government applicable to you, or contract or agreement to which you are a party or by which you are bound. You confirm in particular that you will fully comply with all applicable laws and regulations.
You represent and warrant that you are not, and are not owned or controlled by, or acting on behalf of, any other person or entity who is, identified on any list of prohibited parties under any applicable law or by any applicable Governmental Authorities, such as, for example, the lists maintained by the United Nations Security Council, Switzerland’s State Secretariat for Economic Affairs SECO, the U.S. government (including the Office of Foreign Assets Control of the U.S. Department of the Treasury’s Specially Designated Nationals and Blocked Persons list), and the European Union (EU) or its member states. You warrant that you are not, and are not owned or controlled by, or acting on behalf of, any other person or entity who is, located, ordinarily resident, organized, established, or domiciled in areas subject to comprehensive trade embargoes. You further warrant that your tokens are not derived from, and do not otherwise represent the proceeds of, any activities done in violation or contravention of any law. We have the right, and may have a legal responsibility, to suspend or terminate services with you if you are subject to such sanctions restrictions. Services are unavailable where prohibited by law. Nudge.xyz will use its sole and absolute discretion to revise the list of prohibited jurisdictions or limit the use of part or all of the Services.
You are knowledgeable, experienced and sophisticated in using and evaluating the Services and similar technologies. You have conducted your own thorough independent investigation and analysis of the Services and the other matters contemplated by these Terms in determining to use the Services and enter into these Terms, and you have not relied upon any information, statement, omission, representation or warranty, express or implied, written or oral, made by or on behalf of the Company. It’s your responsibility to configure your information technology in order to access the Services.
You agree to use the Services for their intended purpose and will not engage in, or attempt to engage in, (i) making commercial use of it or any of its content without express permission; (ii) hacking, gaining unauthorized access or introducing any kind of malicious code to it; (iii) reverse engineering or decompile (whether in whole or in part) any software available through it; (iv) making copies, modify, reproduce, transmit, alter or distribute all or any part of the Services or any material or information contained in it; (v) use them for any purpose that is unlawful; or (vi) use them in any manner that disrupts their operation.
Our collection, use, and retention of personal information will be governed by our privacy notice. By using the Services and agreeing to these terms, you agree that you have read and reviewed Nudge.xyz’s Privacy Notice.
You represent and warrant at all times that all information provided by you to us is true, accurate, and not misleading in any respect. If any such information changes, it is your obligation to provide the new information to us as soon as practicable following such change.
Campaign Builder Terms
By using the campaign builder application, Campaign Builders agree to the following:
Campaign Structure: Campaign Builders are responsible for accurately defining the terms of their Campaigns, including but not limited to, the required actions, eligibility criteria, and reward distribution mechanisms. The Company has no control, custody, or authority over any Campaign that Campaign Builders may create and deploy.
Compliance: Campaign Builders must ensure their Campaigns comply with all applicable laws, and regulations, including all applicable securities and consumer protection laws. Nudge.xyz has no control over, and is not responsible for ensuring, regulatory compliance of any Campaign that is deployed.
Smart Contracts: Campaigns and reward distributions are facilitated through immutable smart contracts deployed on a public blockchain. Deployment of Campaign smart contracts is permissionless, and Nudge.xyz does not control or guarantee the performance of these smart contracts and is not liable for errors, bugs, or unintended outcomes related to their execution. Campaign Builders are solely responsible for specifying the Campaign Structure that forms the basis for the deployed smart contract.
Prohibited Activities: Campaign Builders must not use the campaign builder interface for fraudulent, deceptive, or illegal purposes, including but not limited to misleading advertising, market manipulation, or other unfair trade practices.
Responsibility for Rewards: Campaign Builders are solely responsible for funding and delivering the promised rewards. Nudge.xyz is solely an interface and does not provide, hold, or distribute rewards and is not liable for any failure of a Campaign Builder to fulfill their obligations.
Termination and Suspension: The Company reserves the right to suspend or terminate access to Nudge.xyz, including the Campaign Builder, at its sole discretion if there is evidence of non-compliance with these Terms or if the Campaign poses a risk to users or the integrity of the Service. The Company retains the right to pause Campaigns under extraordinary circumstances, including to prevent malicious actions.
User Responsibilities
Users and Campaign Builders will be responsible for: (i) meeting Company’s applicable minimum system requirements for use of the Services; (ii) complying with these Terms; (iii) ensuring the accuracy, quality, integrity, and legality of data provided to Company; (iv) using commercially reasonable efforts to prevent unauthorized access to or use of the Services under their account, and notifying Company promptly of any such unauthorized access or use; (v) any network or internet connectivity required to access the Services; and (vi) using the Services only in accordance with these Terms, any applicable documentation, laws, and government regulations.
We may follow any instructions for your use of Nudge.xyz provided that we reasonably believe such instructions are authorized by you.
User Restrictions
User will not (i) make the Services available to anyone else; (ii) sell, resell, rent, lease, or otherwise commoditize the Services; (iii) upload files that contain software or other material that violates the intellectual property rights (or rights of privacy or publicity) of any User, third party or Company; (iv) upload files that contain viruses, Trojan horses, malware, viruses, worms, time bombs, corrupted files, or any other similar software that may harm or damage the operation of another’s computer or the Services; or (v) interfere with or disrupt the integrity or performance of the Services, including by uploading false, misleading, or otherwise inaccurate information. Nudge.xyz will report and seek prosecution of users that intentionally exploit, disrupt, or otherwise harm Nudge.xyz’s system and operations to the fullest extent of the law.
User will not (i) create derivative works based on Nudge.xyz; (ii) copy, frame or mirror any part or content of Nudge.xyz, other than copying or framing on User’s own intranets or otherwise for User’s own internal business purposes in accordance with Company’s applicable documentation; (iii) reverse engineer, decompile, disassemble or otherwise attempt to obtain or perceive the source code from which any component of the Service is compiled or interpreted; (iv) access the Service to build a competitive product or Service or to copy any features, functions or graphics of Nudge.xyz; (v) cause or permit any person or third party or any of its affiliates or its or their employees, directors, representatives or agents to do any of the foregoing; and/or (vi) use the Service in any way not specifically permitted under these Terms.
Data Ownership
The Company owns all metadata in connection with registration, use, and performance of the Services, including response times, load averages, usage statistics, and activity logs.
Disputes and Conflicts
If we receive conflicting instructions from you, or if we become involved in or concerned about a dispute between you and any third party, we reserve the right to react in ways that we believe in good faith to be appropriate, including by terminating your access to Nudge.xyz. You may be liable for all expenses and fees we incur for such conflicts or disputes, including attorneys’ fees.
Your Responsibility for Your Use of the Service
We are not liable to you for any errors that result in a financial loss to you. We may take any action authorized or permitted by these Terms without liability to you, even if such action causes you to incur fees, expenses or damages.
We are not responsible for delays or loss incurred as a result of an error in setting up or otherwise using Nudge.xyz.
No developer or entity involved in creating Nudge.xyz will be liable for any claims or damages whatsoever associated with your use, inability to use, or your interaction with other smart contracts, including any direct, indirect, incidental, special, exemplary, punitive or consequential damages, or loss of profits, cryptocurrencies, tokens, or anything else of value.
Indemnification and Limitation of Liability; Legal Fees and Costs for Lawsuits
You agree to defend, indemnify and hold harmless the Company and its employees, managers, partners and Affiliates from any losses, damages, suits and expenses, of whatever kind, including reasonable legal fees, that we incur in connection with or arising out of your use of the Services, or for your violation of any law, regulation, order or other legal mandate, or the rights of a third party, or any act or omission by you or any person acting on your behalf while using the Services.
You agree to comply with applicable law and not to use Nudge.xyz for any transaction or activity that violates applicable laws, regulations or rules. Please note, your agreement to comply includes any applicable laws and regulations of the countries that may have jurisdiction over your activity, as well as of your place of residency and any other law applicable to you.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY AND ITS SHAREHOLDERS, EMPLOYEES, AFFILIATES, LICENSORS, AGENTS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR MULTIPLE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE; (B) THE CONDUCT OR CONTENT OF OTHER USERS OR THIRD PARTIES ON OR THROUGH THE SERVICE; OR (C) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR INFORMATION, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL OUR AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICE EXCEED THE GREATER OF $100 USD OR THE AMOUNT YOU PAID US IN THE 12 MONTHS PRECEDING THE DATE OF THE ACTIVITY GIVING RISE TO THE CLAIM.
Class Action Waiver
To the extent permissible by law, all claims must be brought in a party’s individual capacity, and not as a plaintiff or class member in any purported class, collective action, or representative proceeding (collectively, “class action waiver”). Any arbitrator may not consolidate more than one person’s claims or engage in any class arbitration. You acknowledge that, by agreeing to these terms, you and Company are each waiving the right to participate in a class action.
Mandatory Mediation & Arbitration
By voluntarily accepting these Terms, you and the Company agree to the fullest extent permitted by law to resolve any claims arising out of, relating to, or in connection with the Terms, your relationship with us, or the Company’s Services, including but not limited to your use of the Services and information you provide via the Services, through final and binding mediation and arbitration.
Any unresolved dispute or controversy arising from or relating to these Terms shall be mediated by both parties prior to any party pursuing any other legal or equitable remedy in any other forum whatsoever (the “Mediation”). All such Mediations shall be conducted through the platform provided by New Era ADR, Inc. (https://app.neweraadr.com/) (the “New Era Platform”) in accordance with its rules and procedures by a professional neutral(s) with substantial experience in mediating and resolving commercial disputes (the “Neutral”). The Neutral shall be chosen in accordance with the rules and procedures of the New Era Platform.
If and only if any such unresolved dispute or controversy arising from or relating to these Terms is not finally settled through Mediation, such unresolved dispute or controversy shall be finally resolved by binding arbitration through the New Era Platform in accordance with its rules and procedures for Virtual Expedited Arbitrations. The Neutral shall be chosen in accordance with the rules and procedures of the New Era Platform.
The parties will bear costs as provided for under this Agreement in accordance with the rules and procedures of the New Era Platform for Virtual Expedited Arbitrations. The prevailing party may be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees and all other expenses) incurred in connection with the Arbitration, at the Neutral’s discretion.
Intellectual Property
You agree and acknowledge that we own all right, title and interest to and in the Services, the associated software, technology tools and content, the Company’s website, any logos, identifying marks, images, illustrations, designs, icons, photographs, videos, text and other written and multimedia materials, the content displayed on the website, and other materials produced by and related to Company (collectively, the “Company IP”). You acknowledge and agree that no proprietary rights are being transferred to you in such materials or information, and that you have no intention of using such materials or information inappropriately or to in any way harm Company or any of its affiliates, directors, officers or employees. You shall not prepare any derivative work based on the Company IP, nor shall you translate, reverse engineer, decompile or disassemble the Company IP.
Waiver
We may delay the exercise of, or waive any rights we have under these Terms. Any delay or waiver of our rights applies only to the specific instance in which we decide to delay or waive the provision and does not affect our other or other rights in any way.
Changes to the Service
The Company reserves the right to modify, suspend, or discontinue the Services, temporarily or permanently, at any time. You agree that the Company will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
Assignment
These Terms, or any of the rights or obligations provided here, may not be assigned or otherwise transferred by you to any other person or entity, whether by operation of law or otherwise, without Company’s express written consent. Any attempted assignment or transfer in violation of this prohibition shall be of no effect and is a material violation of these Terms. Company may assign or transfer these Terms or any or all of its rights or obligations under this agreement at any time
Severability
If any provision of these Terms is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible so as to effect the intent of the parties and the remainder of these Terms will remain in full force and effect. Neither party will be deemed to have waived any of its rights under these Terms by lapse of time or by any statement or representation other than by an explicit written waiver. No waiver of a breach of these Terms will constitute a waiver of any prior or subsequent breach of these Terms.
Governing Law and Venue
If you are a resident of the United States or Canada, these Terms will be governed by the laws of the State of Delaware without regard to its conflict of law provisions.
If you are a resident of any other jurisdiction, these Terms shall be construed and governed in all respects by the laws of the Federal Republic of Germany, without giving effect to principles of conflicts of law, unless otherwise agreed to by you and Nudge.xyz in the context of a specific dispute.